WORLEYPARSONS LIMITED ACN 096 090 158

Retail Entitlement Offer 1 for 10 pro rata accelerated non-renounceable entitlement offer of WorleyParsons ordinary shares at $13.00 per New Share

The Entitlement Offer is fully underwritten Retail Entitlement Offer closes: 5:00pm (Sydney time) on Wednesday, 25 October 2017

If you are an Eligible Retail Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. You should consult your stockbroker, solicitor, accountant or other professional adviser if you have any questions.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMPORTANT NOTICES

This Information Booklet is dated Monday, 16 October 2017 and relates to the Retail Entitlement Offer, which is part of the Entitlement Offer by WorleyParsons to raise $322 million. Capitalised terms in this section have the meaning given to them in this Information Booklet.

This Information Booklet has been issued by WorleyParsons Limited (ACN 096 090 158) ( WorleyParsons ).

The Retail Entitlement Offer is made pursuant to section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84). This Information Booklet is not a prospectus or a product disclosure statement under the Corporations Act and has not been lodged with ASIC. This Information Booklet does not contain all of the information which would be required to be disclosed in a prospectus or product disclosure statement. As a result, it is important for you to read and understand the publicly available information on WorleyParsons and the Entitlement Offer (for example, the information available on WorleyParsons’ website at www.worleyparsons.com or on the ASX’s website at www.asx.com) prior to deciding whether to accept your Entitlement and apply for New Shares. The information in this Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

Please contact your professional advisor or the WorleyParsons Offer Information Line on 1300 113 257 (within Australia) or +61 3 9415 4067 (outside Australia) between 8:30am and 5:00pm (Sydney time) on Monday to Friday if you have any questions.

This Information Booklet should be read in its entirety (including the accompanying Entitlement and Acceptance Form) before you decide to participate in the Retail Entitlement Offer. In particular, the Investor Presentation in Section 3 of this Information Booklet details important factors and risks that could affect the financial and operating performance of WorleyParsons. Please refer to the “Key risks” section of the Investor Presentation for details. When making an investment decision in connection with the Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 of this Information Booklet).

In addition to reading this Information Booklet in conjunction with WorleyParsons’ other periodic and continuous disclosure announcements including the Investor Presentation and WorleyParsons’ announcements to the ASX and on its website, you should conduct your own independent review, investigations and analysis of WorleyParsons and the New Shares and obtain any professional advice you require to evaluate the merits and risks of an investment in WorleyParsons before making any investment decision.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY[®] in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Information Booklet.

No overseas offering

This Information Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Information Booklet does not constitute an offer to Ineligible Retail Shareholders.

This Information Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Information Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this Information Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for WorleyParsons to lawfully receive your Application Monies.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of WorleyParsons with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States disclaimer

None of the information in this Information Booklet or the accompanying Entitlement and Acceptance Form constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Information Booklet (or any part of it), the accompanying ASX Announcements nor the accompanying Entitlement and Acceptance Form may be released or distributed directly or indirectly, to persons in the United States.

The Entitlements and the New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up or exercised by persons in the United States, and the New Shares may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

Definitions, time and currency

Defined terms used in this Information Booklet are contained in Section 6. All references to time are to Sydney time, unless otherwise indicated. All references to ‘$’ are AUD unless otherwise noted.

Taxation

There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares. Section 5 provides for a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. WorleyParsons recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.

Privacy

WorleyParsons collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in WorleyParsons.

By submitting an Entitlement and Acceptance Form, you will be providing personal information to WorleyParsons (directly or through the Share Registry). WorleyParsons collects, holds and will use that information to assess your Application. WorleyParsons collects your personal information to process and administer your shareholding in WorleyParsons and to provide related services to you. WorleyParsons may disclose your personal information for purposes related to your shareholding in WorleyParsons, including to the Share Registry, WorleyParsons’ related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that WorleyParsons holds about you. To make a request for access to your personal information held by (or on behalf of) WorleyParsons, please contact WorleyParsons through the Share Registry.

Governing law

This Information Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law of New South Wales, Australia. Each Applicant submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

No representations

No person is authorised to give any information or to make any representation in connection with the Retail Entitlement Offer which is not contained in this Information Booklet. Any information or representation in connection with the Retail Entitlement Offer not contained in the Information Booklet may not be relied upon as having been authorised by WorleyParsons or any of its officers.

Past performance

Investors should note that WorleyParsons’ past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) WorleyParsons’ future performance including WorleyParsons’ future financial position or share price performance.

Future performance

This Information Booklet contains certain forward looking statements with respect to the financial condition, results of operations, projects and business of WorleyParsons and certain plans and objectives of the management of WorleyParsons. Forward looking statements include those containing words such as: "anticipate", "believe", "expect", "estimate", "should", “will", "plan", "could", "may" "intends", "guidance", "project", "forecast", "target", "likely" and other similar expressions, and include, but are not limited to, statements regarding outcome and effects of the Retail Entitlement Offer. Any forward looking statements, opinions and estimates provided in this Information Booklet are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the control of WorleyParsons’ and the Lead Manager Parties (defined below). This includes any statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements may include projections, guidance on future revenues, earnings, dividends and estimates.

These forward-looking statements contained in this Information Booklet involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither WorleyParsons, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of WorleyParsons. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Information Booklet in light of those disclosures.

The forward looking statements are based on information available to WorleyParsons as at the date of this Information Booklet. Except as required by law or regulation (including the ASX Listing Rules), WorleyParsons is under no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

None of the Lead Manager Parties have authorised, approved or verified any forward-looking statements.

Trading New Shares

WorleyParsons will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by WorleyParsons or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

No Entitlements trading

Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information Booklet.

Any information or representation that is not in this Information Booklet may not be relied on as having been authorised by WorleyParsons, or its related bodies corporate in connection with the Retail Entitlement Offer.

If you are in any doubt as to these matters, you should first consult with your stockbroker, solicitor, accountant or other professional adviser.

Lead Manager

UBS AG, Australia Branch ( Lead Manager ) has acted as lead manager and underwriter to the Entitlement Offer (including the Retail Entitlement Offer). Neither the Lead Manager, nor any of its affiliates, related bodies corporate (as that term is defined in the Corporations Act), nor their respective directors, employees, officers, representatives, agents, partners, consultants and advisers (together the Lead Manager Parties ), nor the advisers to WorleyParsons or any other person including clients named in this document, have authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Information Booklet (or any other materials released by WorleyParsons) and, except to the extent referred to in this Information Booklet, none of them makes or purports to make any statement in this Information Booklet and there is no statement in this Information Booklet which is based on any statement by any of them.

The Lead Manager Parties may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from WorleyParsons.

Disclaimer

Determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of WorleyParsons and the Lead Manager. To the maximum extent permitted by law, each of WorleyParsons and the Lead Manager and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion. To the maximum extent permitted by law, the Lead Manager Parties disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Retail Entitlement Offer and the information in this Information Booklet being inaccurate or due to information being omitted from this Information Booklet, whether by way of negligence or otherwise, and make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Information Booklet.

The Lead Manager Parties take no responsibility for any part of this Information Booklet or liability (including, without limitation, any liability arising from fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage whatsoever arising from the use of any part of this Information Booklet or otherwise arising in connection with either of them.

The Lead Manager Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and by returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY[®] in accordance with the instructions on the Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by the Lead Manager Parties in relation to the New Shares or the Entitlement Offer generally.

Risks

Refer to the “Key risks” section of the Investor Presentation included in Section 3 of this Information Booklet for a summary of general and specific risk factors that may affect WorleyParsons. You should consider these risks carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.

No cooling off

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw an Application once it has been accepted.

Chairman’s letter

Dear Shareholder

As a valued Shareholder of WorleyParsons Limited ( WorleyParsons ), I am pleased to offer you the opportunity to participate in WorleyParsons’ recently announced, fully underwritten 1 for 10 pro rata accelerated non-renounceable entitlement offer of new ordinary shares in WorleyParsons ( New Shares ) at an offer price of $13.00 per New Share ( Offer Price ).

Entitlement Offer

On Monday, 9 October 2017, WorleyParsons announced its intention to raise $322 million by way of a pro rata accelerated non-renounceable entitlement offer (the Entitlement Offer ) at the Offer Price. The Entitlement Offer comprises:

an offer to Eligible Institutional Shareholders ( Institutional Entitlement Offer ); and
an offer to Eligible Retail Shareholders ( Retail Entitlement Offer ) to which this Information Booklet relates.

The Institutional Entitlement Offer was successfully completed on Tuesday, 10 October 2017 and raised approximately $253 million at the Offer Price.

The Entitlement Offer is fully underwritten by UBS AG, Australia Branch ( Lead Manager ) subject to the terms of an underwriting agreement (see Section 4.5 for more details).

Use of proceeds

Proceeds of the Entitlement Offer will be used to fund the acquisition of the majority of Amec Foster Wheeler Group Limited’s former UK upstream Oil and Gas operations ( AFW UK ) (the Acquisition ) for £182 million (A$303m based on AUD:GBP of 0.6)[1] , announced on Monday, 9 October 2017.

Further details regarding the Acquisition are set out in the Investor Presentation included in Section 3 of this Information Booklet.

The Board is pleased to provide Eligible Retail Shareholders with an opportunity to increase their investment in WorleyParsons and to participate in the expected benefits of the Acquisition and support the ongoing execution of WorleyParsons’ strategy. The acquisition of AFW UK represents a highly compelling transaction that is consistent with WorleyParsons' existing strategic growth objectives. Strategic benefits include:

Robust entry into the UK North Sea as a profitable market leader;
Acceleration of WorleyParsons’ corporate strategy to build a world class global Modifications, Maintenance and Operations (“MMO”) capability in the Integrated Solutions business line;
Combines AFW UK’s capabilities and strong track record of global expansion with WorleyParsons’ global network to create a genuine global MMO business; and
The addition of execution capability and experience to WorleyParsons with mature software, systems and processes to support efficient global MMO execution.

The global MMO market is attractive and growing. It forms part of customer long term OPEX spend which is less susceptible to capital constrained cycles.

I encourage you to read the Investor Presentation and ASX Announcement included in Section 3 of this booklet.

1 This is the purchase enterprise value. The total consideration is £228 million (A$380 million based on AUD:GBP of 0.6), which includes £46 million (A$77 million based on AUD:GBP of 0.6)) in adjustments primarily for surplus working capital and cash in the AFW UK business. WorleyParsons expects to receive the value of the majority of these items in cash upon completion or shortly thereafter.

Retail Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Shareholders have the opportunity to invest at the same price as the institutional investors who participated in the Institutional Entitlement Offer. The number of New Shares for which you are entitled to subscribe under the Retail Entitlement Offer ( Entitlement ) is set out in your personalised Entitlement and Acceptance Form that is enclosed with this Information Booklet. The Offer Price of $13.00 per New Share represents an 8% discount to the Theoretical Ex-Rights Price ( TERP )[2] and an 8.7% discount to the closing price of WorleyParsons of $14.24 per share on Friday, 6 October 2017.

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable. If you do not participate in the Retail Entitlement Offer, your Entitlement will lapse and you will receive no value for your lapsed Entitlements. I encourage you to consider this offer carefully.

Other information

This Information Booklet contains important information, including:

ASX Announcements and the Investor Presentation in relation to the Entitlement Offer referred to above, and provides information on WorleyParsons, the Entitlement Offer and key risks for you to consider;
instructions on how to apply, detailing how to participate in the Retail Entitlement Offer if you choose to do so, and a timetable of key dates;
a personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions in this Information Booklet and your personalised Entitlement and Acceptance Form; and
instructions on how to take up all or part of your Entitlement via BPAY[®] or by cheque.

The Retail Entitlement Offer closes at 5:00pm (Sydney time) on Wednesday, 25 October 2017.

If you decide to take this opportunity to increase your investment in WorleyParsons please ensure that, you have paid your Application Monies preferably via BPAY[®] pursuant to the instructions that are set out in the enclosed Entitlement and Acceptance Form, or available online at www.worleyparsonsretailoffer.com.au from Monday, 16 October 2017, or your completed Entitlement and Acceptance Form and your Application Monies are received in cleared funds by the Share Registry. Application Monies must be received before 5:00pm (Sydney time) on Wednesday, 25 October 2017.

If you do not wish to take up any of your Entitlement, you do not have to take any action.

Please read in full the details on how to submit your Application which are set out in this Information Booklet. For further information regarding the Retail Entitlement Offer, please call the WorleyParsons Offer Information Line on 1300 113 257 (within Australia) or +61 3 9415 4067 (outside Australia) between 8:30am and 5:00pm (Sydney time) on Monday to Friday, or visit our website at www.worleyparsonsretailoffer.com.au from Monday, 16 October 2017.

If you are uncertain about taking up your Entitlement you should consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

On behalf of the board of WorleyParsons, I have pleasure in inviting you to consider this investment opportunity and thank you for your ongoing support of WorleyParsons.

Yours sincerely

==> picture [147 x 47] intentionally omitted <==

John Grill Chairman

2 The Theoretical Ex-Rights Price ( TERP ) is the theoretical price at which WorleyParsons’ shares should trade immediately after the ex-date for the Entitlement Offer. TERP is calculated by reference to WorleyParsons’ closing price on Friday, 6 October 2017 of $14.24 per share, being the last trading day prior to the announcement of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which WorleyParsons’ shares trade immediately after the ex-date of the Entitlement Offer will depend on many factors and may not approximate TERP.

Summary of the Entitlement Offer

Entitlement Offer
Ratio	1 New Share for every 10 Existing Shares
Offer Price	$13.00 per New Share
Size	Approximately 24,788,418 New Shares
Gross proceeds	$322 million, comprising approximately $253 million under the Institutional Entitlement Offer and approximately $69 million under the Retail Entitlement Offer

Key dates

Activity	Date
Announcement of the Entitlement Offer	Monday, 9 October 2017
Institutional Entitlement Offer opens	Monday, 9 October 2017
Institutional Entitlement Offer closes	Tuesday, 10 October 2017
Announcement of results of Institutional Entitlement Offer	Wednesday, 11 October 2017
Record Date for Entitlement Offer (7:00pm Sydney time)	Wednesday, 11 October 2017
Retail Entitlement Offer opens	Monday, 16 October 2017
Information Booklet and Entitlement and Acceptance Form despatched	Monday, 16 October 2017
Issue and commencement of trading of New Shares under the Institutional Entitlement Offer	Wednesday, 18 October 2017
Retail Entitlement Offer closes (5:00pm Sydney time)	Wednesday, 25 October 2017
Issue of New Shares under the Retail Entitlement Offer	Thursday, 2 November 2017
Normal ASX trading for New Shares issued under the Retail Entitlement Offer commences	Friday, 3 November 2017
Dispatch of holding statements for New Shares issued under the Retail Entitlement Offer	Friday, 3 November 2017

This Timetable above is indicative only and may change. WorleyParsons reserves the right to amend any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, WorleyParsons reserves the right to extend the closing date for the Retail Entitlement Offer, to accept late Applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the allotment date of New Shares.

WorleyParsons also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants.

Enquiries

WorleyParsons Offer Information Line: 1300 113 257 (within Australia) or +61 3 9415 4067 (outside Australia) between 8:30am and 5:00pm (Sydney time) on Monday to Friday, before the Retail Entitlement Offer closes at 5:00pm (Sydney time) on Wednesday, 25 October 2017.

Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser.

Chairman’s letter ------------------------------------------------------------------------------------------------------------------------ 4	Chairman’s letter ------------------------------------------------------------------------------------------------------------------------ 4	Chairman’s letter ------------------------------------------------------------------------------------------------------------------------ 4	Chairman’s letter ------------------------------------------------------------------------------------------------------------------------ 4
Summary of the Entitlement Offer ------------------------------------------------------------------------------------------------- 6
Key	dates ---------------------------------------------------------------------------------------------------------------------------------- 6
Enquiries ----------------------------------------------------------------------------------------------------------------------------------- 6
1	Summary of options available to you --------------------------------------------------------------------------------- 9
2	How to apply -----------------------------------------------------------------------------------------------------------------		10
	2.1	Important information	10
	2.2	Overview	10
	2.3	Institutional Entitlement Offer	10
	2.4	Retail Entitlement Offer	10
	2.5	Your Entitlement	11
	2.6	Options available to you	11
	2.7	Taking up all of your Entitlement	12
	2.8	Taking up part of your Entitlement and allowing the balance to lapse	12
	2.9	Allowing your Entitlement to lapse	12
	2.10	Consequences of not taking up all or part of your Entitlement	12
	2.11	Payment	12
	2.12	Payment by BPAY®	13
	2.13	Payment by cheque, bank draft or money order	13
	2.14	Entitlement and Acceptance Form is binding	14
	2.15	Brokerage and stamp duty	16
	2.16	Notice to nominees and custodians	16
	2.17	Withdrawal of the Entitlement Offer	17
	2.18	Enquiries	17
3	ASX Announcements and Investor Presentation ---------------------------------------------------------------- 18
4	Additional information ----------------------------------------------------------------------------------------------------		41
	4.1	Eligibility of Retail Shareholders	41
	4.2	Ranking of New Shares	41
	4.3	Allotment	41
	4.4	Reconciliation	41
	4.5	Underwriting arrangements	42
	4.6	Continuous disclosure	43

5	Australian taxation consequences ------------------------------------------------------------------------------------	Australian taxation consequences ------------------------------------------------------------------------------------	44
	5.1	General	44
	5.2	Issue of Entitlement	44
	5.3	Exercise of Entitlement	44
	5.4	Lapse of Entitlement	45
	5.5	Taxation in respect of dividends on New Shares	45
	5.6	Disposal of New Shares	45
	5.7	GST	45
	5.8	Stamp duty	45
6	Definitions ---------------------------------------------------------------------------------------------------------------------		46

7 Corporate information ----------------------------------------------------------------------------------------------------- 49

1 Summary of options available to you

If you are an Eligible Retail Shareholder[3] , you may take one of the following actions:

take up all of your Entitlement;
take up part of your Entitlement and allow the balance to lapse; or
do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements.

If you are a retail Shareholder that is not an Eligible Retail Shareholder, you are an “ Ineligible Retail Shareholder ”. Ineligible Retail Shareholders are not entitled to participate in the Entitlement Offer.

Options available to you	Key considerations
1. Take up all of your Entitlement	 You may elect to acquire New Shares at the Offer Price (see Section 2 “How to Apply” for instructions on how to take up your Entitlement).  The New Shares will rank equally in all respects with Existing Shares.  The Retail Entitlement Offer closes at 5:00pm (Sydney time) on Wednesday, 25 October 2017.
2. Take up part of your Entitlement	 If you do not take up your Entitlement in full, those Entitlements not taken up will lapse and you will not receive any payment or value for them.  If you do not take up your Entitlement in full, you will have your percentage holding in WorleyParsons reduced as a result of the Entitlement Offer.
3.Do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements	 If you do not take up your Entitlement, you will not be allocated New Shares and your Entitlements will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable, which means they are non-transferrable and cannot be sold, traded on ASX or any other exchange, nor can they be privately transferred.  If you do not take up your Entitlement you will have your percentage holding in WorleyParsons reduced as a result of the Entitlement Offer.

3 See Section 4.1.

2 How to apply

2.1 Important information

You should read the enclosed carefully and in their entirety before making a decision about your Entitlement:

Important notices;
Chairman’s letter;
ASX Announcements and the Investor Presentation[4] (and in particular the “Key risks” section of the Investor Presentation);
Additional information;
Entitlement and Acceptance Form; and
other information made publicly available by WorleyParsons.

2.2 Overview

WorleyParsons intends to raise $322 million under the Entitlement Offer. Under the Entitlement Offer, WorleyParsons is offering Eligible Shareholder the opportunity to subscribe for 1 New Share for every 10 Existing Shares held on the Record Date. The Offer Price per New Share is $13.00.

The Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. If you do no participate in the Entitlement Offer, you will not receive any value for your Entitlement.

Please refer to the ASX Announcements and the Investor Presentation annexed to this Information Booklet for information on the rationale for the Entitlement Offer, the use of proceeds of the Entitlement Offer, the Acquisition, and for further information on WorleyParsons.

2.3 Institutional Entitlement Offer

On Monday, 9 October 2017, Eligible Institutional Shareholders were given the opportunity to take up all or part of their Entitlement under the Institutional Entitlement Offer at the Offer Price of $13.00 per New Share.

New Shares equivalent to the number not taken up by Eligible Institutional Shareholders under the Institutional Entitlement Offer, as well as Entitlements of certain Ineligible Institutional Shareholders were offered to Eligible Institutional Shareholders who applied for New Shares in excess of their Entitlement, as well as to certain other Institutional Investors.

The Institutional Entitlement Offer was successfully conducted on Monday, 9 October and Tuesday, 10 October 2017 and raised approximately $253 million. New Shares are expected to be issued under the Institutional Entitlement Offer on Wednesday, 18 October 2017.

2.4 Retail Entitlement Offer

The Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allows rights issues to be offered without a prospectus, provided certain conditions are satisfied.

4 The enclosed ASX Announcements and the Investor Presentation are current as at Wednesday, 11 October 2017. There may be other announcements that have been made by WorleyParsons after Wednesday, 11 October 2017 and, before the Retail Entitlement Offer closes at 5:00pm (Sydney time) on Wednesday, 25 October 2017 that may be relevant in your consideration of whether to take part in the Retail Entitlement Offer. Therefore, it is prudent that you check whether any further announcements have been made by WorleyParsons before submitting an Application.

Eligible Retail Shareholders are being invited to subscribe for all or part of their Entitlement and are being sent this Information Booklet with a personalised Entitlement and Acceptance Form.

The Retail Entitlement Offer constitutes an offer only to Eligible Retail Shareholders, being Shareholders on the Record Date who have a registered address in Australia or New Zealand and are eligible under all applicable laws to receive an offer under the Retail Entitlement Offer. A person in the United States or acting for the account or benefit of a person in the United States is not entitled to participate in the Retail Entitlement Offer.

Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal requirements, logistical and registry constraints, and the discretion of WorleyParsons. WorleyParsons and the Lead Manager disclaim any liability in respect of the exercise or otherwise of that determination and discretion, to the maximum extent permitted by law.

The Retail Entitlement Offer is fully underwritten, and seeks to raise approximately $69 million. The Offer Price under the Retail Entitlement Offer is the same as the Offer Price under the Institutional Entitlement Offer.

The Retail Entitlement Offer opens on Monday, 16 October 2017 and is expected to close at 5:00pm (Sydney time) on Wednesday, 25 October 2017.

2.5 Your Entitlement

An Entitlement and Acceptance Form setting out your Entitlement (calculated as 1 New Share for every 10 Shares held on the Record Date with fractional entitlements rounded up to the nearest whole number of New Shares) accompanies this Information Booklet, or is available online at www.worleyparsonsretailoffer.com.au from Monday, 16 October 2017. Eligible Retail Shareholders may subscribe for all or part of their Entitlement. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.

Eligible Retail Shareholders should be aware that an investment in WorleyParsons involves risks. The key risks identified by WorleyParsons are set out in the section entitled “Key risks” from page 23 of the Investor Presentation (enclosed in Section 3).

2.6 Options available to you

The number of New Shares to which Eligible Retail Shareholders are entitled is shown on the accompanying Entitlement and Acceptance Form. Eligible Retail Shareholders may:

(a) take up their Entitlement in full (refer to Section 2.7);
(b) take up part of their Entitlement, in which case the balance of the Entitlement would lapse (refer to Section 2.8); or
(c) allow their Entitlement to lapse (refer to Section 2.9).

Ineligible Retail Shareholders may not participate in the Retail Entitlement Offer.

WorleyParsons reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date.

The Closing Date for acceptance of the Retail Entitlement Offer is 5:00pm (Sydney time) on Wednesday, 25 October 2017 (however, that date may be varied by WorleyParsons, in accordance with the Listing Rules and the Underwriting Agreement).

2.7 Taking up all of your Entitlement

If you wish to take up all or part of your Entitlement, you are encouraged to make payment via BPAY[®] by following the instructions set out on the enclosed personalised Entitlement and Acceptance Form or online at www.worleyparsonsretailoffer.com.au from Monday, 16 October 2017. Payment is due by no later than 5:00pm (Sydney time) on Wednesday, 25 October 2017. If you are a New Zealand Shareholder who does not have an Australian bank account or do not wish to pay via BPAY[®] , you may make payment by cheque, bank draft or money order, as set out in Section 2.13 below. Any Application Monies received for more than your full Entitlement of New Shares will be refunded as soon as practicable after allotment. No interest will be paid to applicants on any Application Monies received or refunded.

Refund amounts, if any, will be paid in Australian dollars. You will be paid either by direct credit to the nominated bank account as noted on the share register as at the Closing Date or by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders). If you wish to advise or change your banking instructions with the Share Registry you may do so by going to www.computershare.com.au and logging into Investor Centre.

2.8 Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up part of your Entitlement, you are encouraged to make payment via BPAY[®] by following the instructions set out on the enclosed personalised Entitlement and Acceptance Form or online at www.worleyparsonsretailoffer.com.au from Monday, 16 October 2017. If you are a New Zealand Shareholder who does not have an Australian bank account or do not wish to pay via BPAY[®] , you may make payment by cheque, bank draft or money order, as set out in Section 2.13 below. If WorleyParsons receives an amount that is less than the Offer Price multiplied by your Entitlement, your payment may be treated as an Application for as many New Shares as your Application Monies will pay for in full.

2.9 Allowing your Entitlement to lapse

If you do not wish to take up all or any part of your Entitlement, do not take any further action and that part of your Entitlement will lapse.

2.10 Consequences of not taking up all or part of your Entitlement

If you do not take up all or part of your Entitlement in accordance with the instructions set out above, your Entitlements will lapse and those New Shares for which you would have otherwise been entitled under the Retail Entitlement Offer (including New Shares that relate to the portion of your Entitlement that has not been taken up) may be acquired by the Lead Manager or sub-underwriters.

By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement and you will not receive any value for your Entitlement. Your interest in WorleyParsons will also be diluted to the extent that New Shares are issued under the Entitlement Offer.

2.11 Payment

You are encouraged to pay your Application Monies using BPAY[®] if possible. New Zealand Shareholders who do not have an Australian bank account and other shareholders who do not wish to pay using BPAY[®] will be able to pay by cheque, bank draft or money order (refer to Section 2.13 below).

Cash payments will not be accepted. Receipts for payment will not be issued.

WorleyParsons will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement.

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to Applicants on any Application Monies received or refunded.

2.12 Payment by BPAY[®]

For payment by BPAY[®] , please follow the instructions on the enclosed personalised Entitlement and Acceptance Form or online at www.worleyparsonsretailoffer.com.au from Monday, 16 October 2017. You can only make payment via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions.

If you are paying by BPAY[®] , please make sure you use the specific Biller Code and your unique Customer Reference Number ( CRN ) on your personalised Entitlement and Acceptance Form or accessed online at www.worleyparsonsretailoffer.com.au from Monday, 16 October 2017. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding your Application will not be recognised as valid.

Please note that by paying by BPAY[®] :

(a) you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in Section 2.14; and
(b) if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY[®] payment is received by the Share Registry by no later than 5:00pm (Sydney time) on Wednesday, 25 October 2017. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.

2.13 Payment by cheque, bank draft or money order

WorleyParsons encourages payments by BPAY[®] if possible.

If you are a New Zealand Shareholder or are otherwise intending to pay by cheque, bank draft or money order you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “ WorleyParsons Offer ” and crossed “ Not Negotiable ”.

It is your responsibility to ensure that your payment by cheque, bank draft or money order is received by the Share Registry by no later than 5:00pm (Sydney time) on Wednesday, 25 October 2017. You must ensure that cleared funds are held in your account as your cheque, bank draft or money order will be banked as soon as it is received. You should consider postal and cheque clearance timeframes in order to meet this deadline.

Your cheque, bank draft or money order must be:

(a) for an amount equal to $13.00 multiplied by the number of New Shares that you are applying for; and
(b) in Australian currency drawn on an Australian branch of a financial institution. Payment cannot be made in New Zealand dollars. New Zealand resident Shareholders must arrange for payment to be made in Australian dollars.

Please return your completed application form and cheque, bank draft or money order to the Share Registry at the address below:

Mailing Address

WorleyParsons Limited C/- Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001 Australia

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheque, bank draft or money order will be processed on the day of receipt. If the amount of your cheque, bank draft or money order for Application Monies (or the amount for which the cheque, bank draft or money order clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.

2.14 Entitlement and Acceptance Form is binding

A payment made through BPAY[®] or a completed and lodged Entitlement and Acceptance Form together with the payment of requisite Application Monies constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Information Booklet and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid Application for New Shares. WorleyParsons’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By making a payment by BPAY[®] or by completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you have received, and read and understand this Information Booklet and your personalised Entitlement and Acceptance Form in their entirety;
(b) you agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Information Booklet, and WorleyParsons’ constitution;
(c) you authorise WorleyParsons to register you as the holder(s) of New Shares allotted to you under the Retail Entitlement Offer;
(d) all details and statements in the personalised Entitlement and Acceptance Form are complete, accurate and up to date;
(e) you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
(f) you accept that there is no cooling off period under the Retail Entitlement Offer and that once WorleyParsons receives your personalised Entitlement and Acceptance Form or any payment of Application Monies via BPAY[®] , you may not withdraw your Application or funds provided except as allowed by law;
(g) you agree to apply for and be issued up to the number of New Shares specified in the personalised Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY[®] , at the Offer Price;
(h) you authorise WorleyParsons, the Lead Manager, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
(i) you acknowledge and agree that:

(i) determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of WorleyParsons and/or the Lead Manager;
(ii) each of WorleyParsons and the Lead Manager, and each of their respective affiliates, disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law;
(j) you represent and warrant (for the benefit of WorleyParsons, the Lead Manager and each of their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Institutional Shareholder under the Institutional Entitlement Offer and are otherwise eligible to participate in the Retail Entitlement Offer;
(k) you declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
(l) the information contained in this Information Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
(m) this Information Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in WorleyParsons and is given in the context of WorleyParsons’ past and ongoing continuous disclosure announcements to ASX;
(n) you acknowledge the statement of risks in the “Key risks” section of the Investor Presentation included in Section 3 of this Information Booklet, and that investments in WorleyParsons are subject to risk;
(o) none of WorleyParsons, the Lead Manager, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the New Shares or the performance of WorleyParsons, nor do they guarantee the repayment of capital from WorleyParsons;
(p) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date;
(q) you authorise WorleyParsons to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;
(r) for the benefit of WorleyParsons, the Lead Manager and their respective related bodies corporate and affiliates, you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Retail Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;
(s) the law of any place does not prohibit you from being given this Information Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an Application for New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer;
(t) you are an Eligible Retail Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States, and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Retail Entitlement Offer;

(u) you acknowledge that the Entitlement and the New Shares have not been, and will not be, registered under the U.S. Securities Act or under the laws of any state or other jurisdiction of the United States and that, accordingly the Entitlements may not be taken up or exercised by a person in the United States and the New Shares may not be offered or sold, directly or indirectly, in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws;
(v) you acknowledge that you are purchasing the New Shares in an “offshore transaction” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act;
(w) you have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States, or to any country outside Australia and New Zealand; and
(x) you make all other representations and warranties set out in this Information Booklet.

2.15 Brokerage and stamp duty

No brokerage fee is payable by Eligible Retail Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares under the Retail Entitlement Offer.

2.16 Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians who hold Shares as nominees or custodians will have received, or will shortly receive, a letter from WorleyParsons. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:

(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer; or
(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

In particular, persons acting as nominees for other persons may not take up Entitlements on behalf of, or send any documents relating to the Retail Entitlement Offer to, any person in the United States.

WorleyParsons is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. WorleyParsons is not able to advise on foreign laws.

2.17 Withdrawal of the Entitlement Offer

Subject to applicable law, WorleyParsons reserves the right to withdraw the Entitlement Offer at any time before the issue of New Shares, in which case WorleyParsons will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest being payable to Applicants.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to WorleyParsons will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to WorleyParsons.

2.18 Enquiries

If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions regarding the Entitlement Offer, please contact the WorleyParsons Offer Information Line on 1300 113 257 (within Australia) or +61 3 9415 4067 (outside of Australia) at any time from 8:30am to 5:00pm (Sydney time) on Monday to Friday, before the Retail Entitlement Offer closes at 5:00pm (Sydney time) on Wednesday, 25 October 2017. If you have any further questions, you should contact your stockbroker, solicitor, accountant or other professional adviser.

Eligible Retail Shareholders should be aware that an investment in WorleyParsons involves risks. The key risks identified by WorleyParsons are set out from page 23 of the Investor Presentation (in Section 3).

3 ASX Announcements and Investor Presentation

Level 15, 141 Walker Street, North Sydney NSW 2060 Australia Telephone: +61 2 8923 6866 Facsimile: +61 2 8923 6877 www.worleyparsons.com WorleyParsons Limited ABN 17 096 090 158

9 October 2017

ASX Media Release

WORLEYPARSONS LIMITED (ASX: WOR)

Acquisition of AFW UK and Associated Capital Raising

Highlights

Acquisition of 100% of AFW UK Oil & Gas Limited (“AFW UK”) – a world class MMO service provider in the UK oil and gas sector
Enterprise value £182 million[1] (A$303 million), is expected to be EPS accretive to WorleyParsons and reduce net debt / EBITDA
Robust entry for WorleyParsons into the UK North Sea market as a profitable market leader
Acceleration of WorleyParsons’ strategy to build a global MMO business
Growth potential from the combination of AFW UK capability with WorleyParsons' global network
Strong management team and a track record of global expansion
Implied (pre synergy) maintainable EBITDA[2] multiple of 8.9x
Acquisition funded via A$322 million entitlement offer

Acquisition of AFW UK

WorleyParsons Limited (“WorleyParsons”) has entered into a binding agreement to acquire AFW UK for an enterprise value of £182 million (A$303 million[1] ), pre-adjustments for surplus working capital and cash in the AFW UK business (“Acquisition”).

The combination of the Acquisition and the Entitlement Offer is expected to be EPS accretive in the first year of ownership (pre-synergies, transaction costs and acquisition related amortisation). Pro-forma net debt / EBITDA (June 2017) reduces from 2.4x to 2.2x[3] .

AFW UK Upstream Oil and Gas Operations

AFW UK has world-class Maintenance, Modifications and Operations (“MMO”) capabilities and is a leader in the Engineering & Construction, Operations and Maintenance and Hook-up services markets on the UK Continental Shelf. The business represents the majority of Amec FosterWheeler's former UK upstream Oil and Gas operations, to be divested as a remedy to competition concerns raised in relation to the John Wood Group's acquisition of Amec FosterWheeler.

AFW UK has maintainable revenue[2] of approximately £350 million and maintainable EBITDA[2] of £20 million per annum.

1 Total acquisition consideration of £228m incorporates £46m in adjustments primarily for the value of surplus working capital and cash being transferred with the AFW UK business that are not reflected in the enterprise value. WorleyParsons expects to receive the value of the majority of these items in cash upon completion or shortly thereafter. GBP converted to AUD at a 0.60 AUD/GBP exchange rate
2 References to “maintainable revenue” and “maintainable EBITDA” are to historical and near term expected revenue and EBITDA (respectively) after eliminating certain amounts which are not expected to recur and associated overhead (and pre-synergies and transaction costs). Future performance involves risks and uncertainties and achieved revenue and EBITDA could be higher or lower.
3 Leverage (net debt / EBITDA) as defined for debt covenant calculations; Combined EBITDA incorporates maintainable EBITDA of £20m for AFW UK. Debt drawn for the Acquisition adjusted to exclude amounts drawn to fund AFW UK's surplus working capital, the majority of which is expected to be realised at completion or shortly thereafter

Acquisition Aligned with WorleyParsons Strategy

The acquisition of AFW UK represents a compelling transaction that is consistent with WorleyParsons' existing strategic growth objectives. Strategic benefits include:

Robust entry into the UK North Sea as a profitable market leader;
Acceleration of WorleyParsons’ corporate strategy to build a world class global MMO capability in the Integrated Solutions business line;
Combines AFW UK’s capabilities and strong track record of global expansion with WorleyParsons’ global network to create a genuine global MMO business; and
The addition of execution capability and experience to WorleyParsons with mature systems and processes to support efficient global MMO execution.

The global MMO market is attractive and growing. It forms part of customer long term opex spend which is less susceptible to capital constrained cycles.

WorleyParsons CEO Andrew Wood said “AFW UK represents an attractive acquisition for WorleyParsons. We are excited to enter the UK North Sea market as a leading player based in Aberdeen. AFW UK is a world class integrated solutions business with best in class MMO capabilities and an excellent track record of international expansion. We look forward to combining AFW UK’s capabilities with our international platform to create a global MMO business capable of driving medium term growth.”

Funding

The Acquisition enterprise value is £182 million (A$303 million)[4] pre-adjustments for surplus working capital and cash in the AFW UK business. Including the value of these adjustments, the total acquisition consideration is £228 million (A$380 million).

The Acquisition will be funded through a 1 for 10 fully underwritten, pro-rata, accelerated nonrenounceable entitlement offer of approximately $322 million (“Entitlement Offer”) and existing WorleyParsons debt facilities.

The Entitlement Offer will be used to fund 100% of the AFW UK enterprise value pre-adjustments, with the value of adjustments for working capital and cash in AFW UK to be primarily debt funded. WorleyParsons expects the debt drawn to fund the adjustments, which will be repaid in the short term as WorleyParsons receives the majority of these items in cash upon completion or shortly thereafter. Under the Entitlement Offer, eligible shareholders are invited to subscribe for 1 new WorleyParsons share (“New Shares”) for every 10 existing WorleyParsons shares (“Entitlement”) held as at 7:00pm (AEDT) on Wednesday, 11 October 2017 (“Record date”).

All shares offered under the Entitlement Offer will be issued at a price of $13.00 per New Share, which represents an:

8.7% discount to the last close price of $14.24 on Friday, 6 October 2017
8.0% discount to the theoretical ex-rights price (“TERP”) of $14.13[5]

4 GBP converted to AUD at a 0.60 AUD/GBP exchange rate

5 The theoretical ex-rights price (“TERP”) is the theoretical price at which WorleyParsons shares should trade at immediately after the ex-date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which WorleyParsons shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to WorleyParsons’ closing price of $14.24 on 6 October 2017;

9 October 2017

Approximately 24.8 million new WorleyParsons shares will be issued under the Entitlement Offer. Each New Share issued under the Entitlement Offer will rank equally with existing WorleyParsons shares on issue. WorleyParsons will, upon issue of the New Shares under the Entitlement Offer, seek quotation of the New Shares on the ASX.

Dar Group and John Grill have committed to participate in the Entitlement Offer for all of their respective pro-rata entitlements.

Completion of the Acquisition is expected by the end of October 2017.

Offer timetable

A timetable of key dates in relation to the Entitlement Offer is set out below. The timetable is indicative only and dates and times are subject to change without notice.

	Event	Date
	Trading halt and announcement of acquisition and Entitlement Offer	Monday, 9 October 2017
	Institutional Entitlement Offer opens	Monday, 9 October 2017
	Institutional Entitlement Offer closes	Tuesday, 10 October 2017
	Trading halt lifted / announcement of results of Institutional Entitlement Offer	Wednesday, 11 October 2017
	Record date under the Entitlement Offer	7:00pmWednesday, 11 October 2017
	Retail offer booklet despatched and Retail Entitlement Offer opens	Monday, 16 October 2017
	Institutional settlement date	Tuesday, 17 October 2017
	Institutional allotment and trading date	Wednesday, 18 October 2017
	Retail Entitlement Offer closes	5:00pmWednesday, 25 October 2017
	Retail allotment date	Thursday, 2 November 2017
	Retail trading date	Friday, 3 November 2017

Further information

Further details of the Acquisition and the Entitlement Offer are set out in the Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Entitlement Offer.

If you have any questions in relation to the Entitlement Offer, please contact the WorleyParsons Offer Information Line on 1300 113 257 (within Australia) or +61 3 9415 4067 (outside of Australia) between 8:30am and 5:00pm (AEDT) Monday to Friday. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.

UBS is acting as sole financial adviser to WorleyParsons on the Acquisition and lead manager on the Entitlement Offer.

3 9 October 2017

For further information, please contact:

For further information, please contact: For media enquiries, please contact: Mark Trueman Mark Gell Director Planning & Investor Relations Principal – GSG Counsel Ph: +61 2 8456 7256 Ph: + 61 419 440 533 www.worleyparsons.com [email protected] [email protected]

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]

9 October 2017

Level 15, 141 Walker Street, North Sydney NSW 2060 Australia Telephone: +61 2 8923 6866 Facsimile: +61 2 8923 6877 www.worleyparsons.com WorleyParsons Limited ABN 17 096 090 158

11 October 2017

ASX Media Release

WORLEYPARSONS LIMITED (ASX: WOR)

WorleyParsons successfully completes Institutional Entitlement Offer

WorleyParsons Limited (" WorleyParsons ") is pleased to announce the successful completion of the institutional component (" Institutional Entitlement Offer ") of its 1 for 10 accelerated non-renounceable pro-rata entitlement offer (" Entitlement Offer ") announced to the Australian Securities Exchange (“ASX”) on Monday, 9 October 2017. The Entitlement Offer is being undertaken to fund the acquisition of AFW UK Oil & Gas Limited (“ AFW UK ”).

The Institutional Entitlement Offer raised approximately $253 million at $13.00 per share (“ Offer Price ”), and was very well supported by eligible institutional shareholders, who took up 98.4% of their entitlements. The bookbuild to cover the small institutional shortfall attracted extremely strong demand from both existing WorleyParsons shareholders and other institutional investors.

New shares issued under the Institutional Entitlement Offer (“ New Shares ”) will rank equally in all respects with existing shares. The New Shares issued under the Institutional Entitlement Offer will be allotted on Wednesday, 18 October 2017. It is expected that trading will commence on a normal settlement basis on the ASX on the same day.

WorleyParsons CEO Andrew Wood said "We are pleased with the extremely strong support for WorleyParsons’ acquisition of AFW UK demonstrated by the response shown by our institutional shareholders. . We believe this response is an endorsement of the compelling strategic rationale of the transaction.”

Commencement of the Retail Entitlement Offer

The retail component of the Entitlement Offer, which is fully underwritten, will raise a further $69 million (" Retail Entitlement Offer ").

The Retail Entitlement Offer will open on Monday, 16 October 2017, and close at 5:00pm (AEDT) on Wednesday, 25 October 2017.

Under the Retail Entitlement Offer, retail shareholders who hold shares in WorleyParsons as at 7:00pm (AEDT) on Wednesday, 11 October 2017 (“ Record Date ”) and have a registered address in Australia or New Zealand (“ Eligible Retail Shareholders ”) will have the opportunity to participate in the Retail Entitlement Offer at the same Offer Price (being $13.00) and offer ratio (being 1 for 10) as participants in the Institutional Entitlement Offer. The terms and conditions under which Eligible Retail Shareholders may apply are outlined in the Retail Entitlement Offer Booklet, which will be despatched to Eligible Retail Shareholders on Monday, 16 October 2017. Copies of the Retail Entitlement Offer Booklet will be available on the ASX website by Monday 16 October 2017.

Retail shareholders with a registered address outside Australia and New Zealand on the Record Date will be ineligible to participate in the Retail Entitlement Offer.

WorleyParsons expects its trading halt to be lifted and WorleyParsons shares to recommence trading from market open today.

Key Dates of the Entitlement Offer

Event	Date
Trading halt lifted / announcement of results of Institutional Entitlement Offer	Wednesday, 11 October 2017
Record date under the Entitlement Offer	7:00pmWednesday, 11 October 2017
Retail offer booklet despatched and Retail Entitlement Offer opens	Monday, 16 October 2017
Institutional settlement date	Tuesday, 17 October 2017
Institutional allotment and trading date	Wednesday, 18 October 2017
Retail Entitlement Offer closes	5:00pmWednesday, 25 October 2017
Retail allotment date	Thursday, 2 November 2017
Retail trading date	Friday, 3 November 2017

Retail Investor Enquiries

For further information in regard to the Retail Entitlement Offer, please contact the WorleyParsons Offer Information Line on 1300 113 257 (within Australia) or +61 3 9415 4067 (outside of Australia) between 8:30am and 5:00pm (AEDT) Monday to Friday.

For further information, please contact:

Mark Trueman Director Planning & Investor Relations Ph: +61 2 8456 7256 www.worleyparsons.com [email protected]

WorleyParsons is listed on the Australian Securities Exchange [ASX:WOR]

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This announcement nor any other documents relating to the offer of New Shares may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or solicitation of an offer to buy, any securities in the United States. The New Shares to be offered or sold in the Entitlement Offer have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) or under the securities law of any state or other jurisdiction of the United States. The New Shares may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act, or are offered and sold pursuant to an exemption from, or in a transaction no subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

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WorleyParsons Acquisition of AFW UK and Capital Raisin g

9th October 2017

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Important notice and disclaimer

This investor presentation (“Presentation”) has been prepared by WorleyParsons (ACN 096 090 158) (“WorleyParsons”). This Presentation has been prepared in connection with WorleyParsons’ acquisition of AFW UK and a fully underwritten 1 for 10 pro rata accelerated non-renounceable entitlement offer of new ordinary fully paid shares in WorleyParsons (New Shares) (Entitlement Offer).

Summary information

This Presentation contains summary information about WorleyParsons and its activities which is current only at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in WorleyParsons or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (Corporations Act). This Presentation should be read in conjunction with WorleyParsons’ other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (“ASX”), which are available at www.asx.com.au and www.worleyparsons.com.
Certain information in this Presentation has been sourced from AFW UK, its representatives or associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither WorleyParsons nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications.

Not an offer

This Presentation is not an offer for subscription, invitation or sale with respect to any Shares in any jurisdiction and is not a product disclosure statement or other offering document under Australian law or any other law. Nothing in this document shall form the basis of any contract or commitment, or constitute legal or tax advice. Persons who come into possession of this document who are not in Australia should seek advice on and observe any legal restrictions on distribution in their own jurisdiction. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Not for release or distribution in the United States

This Presentation may not be released or distributed in the United States.
This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal.
Neither the New Shares nor the entitlements have been, or will be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States.
Accordingly, neither the New Shares nor the entitlements may be offered or sold, directly or indirectly, to persons in the United States, unless they have been registered under the U.S. Securities Act (which WorleyParsons has no obligation to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable United States state securities laws.

Not investment advice

This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation by WorleyParsons or its advisers to acquire entitlements or New Shares and does not and will not form any part of any contract for the acquisition of entitlements or New Shares. Each recipient of this Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of WorleyParsons and the impact that different future outcomes may have on WorleyParsons.
This Presentation has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. WorleyParsons is not licensed to provide financial product advice in respect of WorleyParsons shares.
Cooling off rights do not apply to the acquisition of New Shares.

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Important notice and disclaimer

Investment risk

An investment in WorleyParsons shares is subject to known and unknown risks, some of which are beyond the control of WorleyParsons and its directors. WorleyParsons does not guarantee any particular rate of return or the performance of WorleyParsons nor does it guarantee any particular tax treatment. Investors should have regard to the risk factors outlined in the “Key risks” section of this Presentation when making their investment decision.

Financial data

All financial information in this Presentation is in Australian Dollars ($ or AUD) unless otherwise stated. Investors should note that this Presentation contains pro forma and forecast financial information, and historical and forecast financial information. The pro forma and forecast financial information and the historical information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of WorleyParsons’ views on its future financial condition and/or performance.
Financial information for AFW UK contained in this Presentation has been extracted from audited consolidated annual accounts of Amec FosterWheeler Group Limited and other financial information made available by Amec FosterWheeler Group Limited in connection with the Acquisition, and WorleyParsons does not take any responsibility for it.
This Presentation includes certain pro forma financial information. The pro forma historical financial information provided in this document is for illustrative purposes only and is not represented as being indicative of WorleyParsons’ views on its, nor anyone else’s, future financial position and/or performance. The pro forma historical financial information has been prepared by WorleyParsons in accordance with the measurement and recognition principals, but not the disclosure requirements, prescribed by the Australian Accounting Standards.
In addition, the pro forma financial information in this document does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities Exchange Commission, and such information does not purport to comply with Article 3-05 of Regulation S-X.
In addition, financial data in this Presentation includes “non-IFRS financial information” under ASIC Regulatory Guide 230 Disclosing non-IFRS financial information published by ASIC and also “non-GAAP financial measures” within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, including EBITDA, underlying EBITDA, net debt and leverage. WorleyParsons believes that this non-IFRS/non-GAAP financial information provides useful information to users in measuring the financial performance and condition of WorleyParsons. The non-IFRS financial information does not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this Presentation.
Future performance and forward-looking statements
This Presentation contains certain ‘forward looking statements’, including but not limited to projections, guidance on future revenues, earnings, other potential synergies and estimates, the timing and outcome of the AFW UK acquisition, the outcome and effects of the Entitlement Offer and the use of proceeds, and the future performance of WorleyParsons and AFW UK post acquisition (“Combined Group”). Forward looking statements can generally be identified by the use of forward looking words such as ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’, ‘outlook’, ‘guidance’, ‘maintainable’, ‘near term’, ‘potential’ and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, statements relating to the impact of the acquisition, the future performance and financial position of WorleyParsons, synergies, the outcome and effects of the Entitlement Offer and the use of proceeds. Indications of, and guidance on, future earnings and financial position and performance are also forward looking statements.
The forward looking statements contained in this Presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of WorleyParsons, its Directors and management, and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. The forward looking statements are based on information available to WorleyParsons as at the date of this Presentation. To the maximum extent permitted by law, WorleyParsons and its Directors, officers, employees, advisers, agents and intermediaries disclaim any obligations or undertakings to release any updates or revisions to the information to reflect any changes in expectations or assumptions.

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Important notice and disclaimer

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation (including in charts, graphs or tables in the Presentation) are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation.

Past performance

Investors should note that past performance, including past share price performance of WorleyParsons and pro forma historical information in this Presentation, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future WorleyParsons performance including future share price performance. The pro forma historical information is not represented as being indicative of WorleyParsons’ views on its future financial condition and/or performance.

Disclaimer

This Presentation has been prepared from information believed to be accurate, however, no representation or warranty, express or implied, is made as to the accuracy, adequacy or completeness of any information contained in the Presentation. To the maximum extent permitted by law, WorleyParsons, the underwriter and each of their related bodies corporate, agents and advisers and their respective directors, officers and employees, disclaim all responsibility and liability (including for negligence) for any loss or damage resulting from the issue or use of, or reliance on, anything contained in or omitted from this document.
Neither the underwriter nor any of its affiliates, or their respective related bodies corporate, or any of their respective directors, officers, partners, employees and agents (“Underwriter Group”) have caused or otherwise authorised the issue, submission, dispatch, or provision of this document, nor do they make any recommendation as to whether any potential investor should participate in the offer of New Shares (as defined in this Presentation). None of WorleyParsons’ advisers or the Underwriter Group makes or purports to make any statement in this document and there is no statement in this Presentation which is based on any statement by them. Further, no member of the Underwriter Group accepts any fiduciary obligations to or relationships with any investor or potential investor in connection with the offer of New Shares or otherwise. Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal regimes, logistical and registry constrains, and the discretion of WorleyParsons and the underwriter. WorleyParsons and the underwriter disclaims all liability in respect of the exercise of that determination and discretion to the maximum extent permitted by law. The underwriter is a member of WorleyParsons’ existing lending syndicate.
Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice.

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By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation you acknowledge and agree to the terms set out in this ‘Important notice and disclaimer’.

Definitions

AFW UK – AFW UK Oil & Gas Limited, the business to be acquired by WorleyParsons
Amec FosterWheeler – the parent company of AFW UK
� E&C – Engineering & Construction, a division of AFW UK which delivers Term Contracts (OPEX driven EPC Maintenance and Modifications) and Projects (CAPEX driven small to major projects) � EPC – Engineering, Procurement and Construction
IS –Integrated Solutions, a division of WorleyParsons into which AFW UK is to be acquired
MMO – Maintenance, Modifications & Operations, a range of brownfield services to support the ongoing operation of existing assets
� O&G – Oil and Gas � O&M – Operations and Maintenance � UKCS – United Kingdom Continental Shelf (North Sea), the region in which AFW UK predominantly operates and is headquartered 4

Transaction overview

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	T	ransac		tion overview NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES	tion overview NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
			�	WorleyParsons has entered into a binding agreement to acquire AFW UK Oil & Gas Limited (“AFW UK”) for an enterprise value (“EV”) of £182m (A$303m¹), pre-adjustments
	1.	Transaction		for surplus working capital and cash in the AFW UK business2
		Summary		� Expected to be EPS accretive in the first year of ownership (pre-synergies, transaction costs and acquisition related amortisation)
				� Implied EV / maintainable EBITDA3multiple of 8.9x
			�	AFW UK has world-class Maintenance, Modifications & Operations (“MMO”) capabilities and is a leader in the Engineering & Construction, Operations and Maintenance and
	2.	Overview of AFW UK	� �	Hook-up services markets on the UK Continental Shelf (“UKCS”) AFW UK has a strong track record of global expansion leveraging deep customer relationships, a strong track record and a highly capable management team The business represents the majority of Amec FosterWheeler's former UK upstream Oil and Gas ("O&G") operations, divested as a remedy to competition concerns raised in
				relation to the John Wood Group's acquisition of Amec FosterWheeler
			�	Compelling transaction that provides a range of strong strategic benefits:
	3.	Strategic rationale for acquisition		� Robust entry into the UK North Sea as a profitable market leader � The global MMO market is attractive and growing. It forms part of customer long term OPEX spend which is less susceptible to capital constrained cycles � Accelerates WorleyParsons' corporate strategy to build a world class global MMO capability in the Integrated Solutions business line � Combines AFW UK’s capabilities and strong track record of global expansion with WorleyParsons' global network to create a genuine global MMO business
				� The addition of execution capability and experience to WorleyParsons with mature systems and processes to support efficient global MMO execution
	4.	Financial impact	� �	The combination of the AFW UK acquisition and equity raising is expected to be EPS accretive in the first year of ownership (pre-synergies, transaction costs and acquisition related amortisation) Pro forma net debt/ FY17 EBITDA expected to reduce from 2.4x to 2.2x4
			�	Acquisition funded by:
	5.	Funding		� A$322m fully underwritten accelerated non-renounceable entitlement offer (“Entitlement Offer”) � A$69m in incremental debt drawn under WorleyParsons' existing facilities, primarily to fund adjustments for surplus working capital and cash in the AFW UK business
				(and accordingly expected to be repaid in the short term as WorleyParsons receives the majority of these items in cash upon completion or shortly thereafter)
	6.	Timing	�	Transaction expected to be completed by the end of October 2017
Notes:
1	GBP converted to AUD at a 0.60 AUD/GBP exchange rate
2	Total acquisition consideration of			£228m incorporates £46m in adjustments primarily for the value of surplus working capital and cash being transferred with the AFW UK business that are not reflected in the enterprise value. WorleyParsons expects to receive the value of the
	majority of these items in cash upon completion or shortly thereafter
3	References to “maintainable revenue” and “maintainable EBITDA” are to historical and near term expected revenue and EBITDA (respectively) after eliminating certain amounts which are not expected to recur and associated overhead (and pre-synergies and transaction costs). Future performance involves risks and uncertainties and achieved revenue and EBITDA could be higher or lower. Refer to the Important Notice and Disclaimer at the start of this presentation.				5
4	Leverage (net debt / EBITDA)		as defined for debt covenant calculations; Combined EBITDA incorporates maintainable EBITDA of £20m for AFW UK. Debt drawn for the Acquisition adjusted to exclude amounts drawn to fund AFW UK's surplus working capital, the majority of which

4 Leverage (net debt / EBITDA) as defined for debt covenant calculations; Combined EBITDA incorporates maintainable EBITDA of £20m for AFW UK. Debt drawn for the Acquisition adjusted to exclude amounts drawn to fund AFW UK's surplus working capital, the majority of which is expected to be realised at completion or shortly thereafter

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Agenda

Transaction summary
Overview of AFW UK
Strategic rationale for acquisition
Financial impact
Funding

6. Timing

Appendix

Pro forma financial information
Key risks
International offer restrictions

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1. Transaction Summary

WorleyParsons acquiring AFW UK, a world class MMO service provider in the UK oil and gas sector, and undertaking an entitlement offer to fund the acquisition

Enterprise value £182 million (A$303 million)[1] , is expected to be EPS accretive[2] to WorleyParsons and reduce net debt / EBITDA
Robust entry for WorleyParsons into the UK North Sea market as a profitable market leader
Acceleration of WorleyParsons’ strategy to build a global MMO business
Growth potential from the combination of AFW UK capability with WorleyParsons' global network
Strong management team and a track record of global expansion
Implied (pre synergy) maintainable EBITDA[3] multiple of 8.9x
Acquisition funded via A$322 million entitlement offer

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`Notes:`

1Total acquisition consideration of £228m incorporates £46m in adjustments primarily for the value of surplus working capital and cash being transferred with the AFW UK business that are not reflected in the enterprise value.
WorleyParsons expects to receive the value of the majority of these items in cash upon completion or shortly thereafter.  GBP converted to AUD at a 0.60 AUD/GBP exchange rate.

2 The combination of the AFW UK acquisition and equity raising is expected to be EPS accretive in the first year of ownership (pre-synergies, transaction costs and acquisition related amortisation)

3References to “maintainable revenue” and “maintainable EBITDA” are to historical and near term expectedrevenue and EBITDA (respectively) after eliminating certain amounts which are not expected to recur and associated overhead
(and pre-synergies and transaction costs). Future performance involves risks and uncertainties and achieved revenue and EBITDA could be higher or lower. Refer to the Important Notice and Disclaimer at the start of this presentation.

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2. Overview of AFW UK

A leader in the UK Oil & Gas O&M and E&C markets

Operates under four business lines: O&M, Consulting & Front End, E&C, and Hook-up
Earnings underpinned by core MMO capability under long term O&M and E&C contracts in upstream oil and gas
Downstream capability in Glasgow office servicing local and international markets
Asset light business model with 98% of work reimbursable
Highly regarded management team with a strong track record and extensive local and global industry experience and relationships

Locations and project offices

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International—Middle East [1 ]
Aberdeen (HQ)
[Baku ]
Glasgow
Darlington
Hull
Great Yarmouth
Abu Dhabi
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Over 3,000 staff

Notes:

1 Operations of AFW UK’s Scopus subsidiary

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2. Overview of AFW UK

Proven execution strategy and excellent track record

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1 Opex focus with a strong order book
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Repositioned business towards opex opportunities in recent years � increased share of E&C and O&M term contract revenue in market downturn by winning work off incumbents
Opex contracts long term and stable in nature
� no contracts lost since 2013
£600m order book underpinned by long-term, secured projects, plus £250m in anticipated contract extensions
2 Extensive experience in the MMO market
World class offshore MMO capability
track record of delivering growth across the cycle
45 years experience in the North Sea with services across the full asset life cycle
50% of existing UK Continental Shelf facilities were installed by AFW UK
� >50% of North Sea’s producing fields receive asset support and maintenance provided by AFW UK
Track record of international expansion

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3 Dual-pronged strategy
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Strongly positioned in both Tier 1 and Tier 2 customer markets
Tier 1 Tier 2 � Core competency, serving O&G � Lean low cost engineering majors across the asset cycle � Tailored offering to growing Tier 2
� Excellent execution track record and independents customer base and strong brand equity � Scalable systems and tools

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4 Long-term relationships with key industry players
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20+ year relationships with a broad range of global Tier 1 players as well as regionally focused Tier 2 customers. AFW UK’s customers include:

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2. Overview of AFW UK

Broad offering of integrated solutions

AFW UK divisions

Subsidiary businesses support main business units and can also operate as standalone businesses

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Typically stable, longer term contracts relating
to the provision of labor and facilities Pre-feasibility / feasibility studies, Function Business unit supported:
management services FEED studies, execution planning, Asset integrity consulting Consulting & Front End,
AFW UK has grown market share in technical consulting and permitting E&C, Hook-up,
this segment during the market services Decommissioning
downturn. Efficient and predictable Also operates via value adding Front end upstream consulting; Consulting & Front End
solutions achieved through leveraging technology and tailored Operations & Maintenance Consulting & Front End specialist service subsidiaries AES, Ingen, Performance capability extends to subsea
systems ("O&M") Improvements (see right)
Core MMO capability Process optimisation specialists Consulting & Front End
Installation and commissioning E&C/EPC business focused on Repair order and minor modifications E&C, Hook-up,
phases of large offshore developments, where modular Hook-up Engineering & Construction Projects (CAPEX driven small to major projects) and E&C Term service provider; Tier 2/3 contractor Decommissioning
parts are joined together ("E&C") Contracts (OPEX related EPC and Equipment hire and management / E&C, Hook-up, O&M,
AFW UK is the clear UKCS market leader [1] Modifications work) analysis services (onshore/offshore) Decommissioning
with extensive experience and a strong Full capability across all engineering
team with proven systems disciplines, planning and cost estimation, Specialist recruitment and contractor Consulting & Front End,
with tailored proprietary systems assurance service, managing labor E&C, Hook-up, O&M
Core MMO capability supply contracts
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3. Strategic Rationale

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

AFW UK’s positioning[1 ]

#1 EPC / E&C contractor in UKCS
Core MMO capability
#3 O&M contractor in UKCS
#1 Hook-up contractor in UKCS
45 years experience in the North Sea
50% of existing UKCS facilities were installed by AFW UK

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50% of North Sea’s producing fields receive
� asset support and maintenance provided by AFW UK

Notes:

1 UKCS market positioning based on 2016 share of supply (based on revenue) outlined in the CMA's document "Decision on relevant merger situation and substantial lessening of competition", ME/6687/17

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3. Strategic Rationale

Global MMO market fundamentals are positive

Market profile[1]

Global offshore MMO expenditure is a US$81bn market
Strong growth is expected
5.5% CAGR in spend between 2017 – 20
MMO contracts are typically long term and are less susceptible to capital constrained cycles
Key MMO service lines comprise asset services (~57%), modifications (~25%), asset integrity (~12%), and support services (~6%)
Middle East and Asia (30%) is expected to have the largest global spending, followed by North America (20%)

Sources:

1 Douglas Westwood (2017): “ World Offshore Maintenance, Modifications & Operations Market Forecast”

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Global offshore MMO expenditure [1]
USDbn
CAGR
100 94 95 (2017-20)
91
14%
90
81
78 6%
80
70
3%
60
50
8%
40
30
20 5%
10
-
2016A 2017F 2018F 2019F 2020F
Americas Middle East & Asia Europe incl. UK Africa Australasia
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3. Strategic Rationale

Delivers on WorleyParsons’ strategy to create a world-class MMO capability and significant expansion of our Integrated Solutions business

AFW UK’s capability

WorleyParsons global network

� World class MMO capability � Opportunity to leverage WorleyParsons’ global reach and client relationships to execute a globalised strategy for AFW UK � In-house MMO refined systems, processes and tools Middle East : building upon AFW UK’s extensive knowledge and experience in the region � Deep and long term Tier 1 customer relationships Step change in Americas : AFW UK’s strong MMO / IS credibility and lean � Lean delivery system enables efficient servicing of the strategy to engineering solutions expected to appeal to a select group of target customers, including in the Gulf of Mexico region independents and Tier 2 customers build a global � Capability developed on the UKCS is transferable MMO offering North Sea : access to Europe via Rosenberg and expansion of AFW UK’s UKCS subsea offering with WorleyParsons IntecSea capability globally � AFW UK’s management team has a track record in Other geographies Australia, Asia and Africa where WorleyParsons has strong local : expansion of AFW UK’s capabilities into winning and executing business internationally presence and relationships � Further opportunities identified for AFW UK to provide execution support to existing WorleyParsons contracts

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3. Strategic Rationale

The acquisition of AFW UK drives WorleyParsons’ key strategic priorities

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Strategic architecture—how we win
Viable and competitive Maintaining a competitive �
business cost structure
All our value to all our customers Expanding our existing integrated solutions �
capability
Horizon 1: Core growth Offshore �
Horizon 2: Growth MMO �
potential
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How AFW UK delivers

Competitive lean delivery model

Adding world class MMO capability to global WorleyParsons offering

AFW UK is a leader in the UK offshore market

Growing the contribution of MMO earnings

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4. Financial Impact

Core earnings underpinned by stable, long term opex linked contracts, with upside driven by the O&G capex cycle

AFW UK core[1] earnings driven by increasing share of opex project revenue in challenging market conditions, underpinned by lean delivery
� AFW UK has benefited from a limited number of large, short term capex related contracts that are rolling off in the near term (or have rolled off)
contracts primarily in the Hook-ups and Projects part of the business

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� In estimating maintainable revenue [2] and maintainable EBITDA [2] , no contracted continuation of capex-related activity has been assumed
� WorleyParsons management believe there could be upside to the business as material capex activity returns to the region
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Revenue (£m) EBITDA (£m)
739
611
547
475
359 55
40 44 47
20
CY 2014A CY 2015A CY 2016A CY 2017F Maintainable
revenue CY 2014A CY 2015A CY 2016A CY 2017F Maintainable
AFW UK core¹ E&C projects Hook-up EBITDA
Note :
1 AFW UK core comprises of O&M, Consulting & Front End and E&C term contracts businesses
2 References to “maintainable revenue” and “maintainable EBITDA” are to historical and near term expected revenue and EBITDA (respectively) after eliminating certain amounts which are not
expected to recur and associated overhead (and pre-synergies and transaction costs). Future performance involves risks and uncertainties and achieved revenue and EBITDA could be higher or lower.
Refer to the Important Notice and Disclaimer at the start of this presentation
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4. Financial Impact

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Combined pro forma integrated solutions EBITDA [1] WorleyParsons pro forma revenue (A$m) [1]
WorleyParsons stand-alone WorleyParsons pro forma
~160% increase 7% 18%
Step change in
WorleyParsons
MMO WorleyParsons
contribution
AFW UK
Washington AFW UK Integrated solutions Other revenue
� The combination of the AFW UK acquisition and equity raising is expected to be EPS accretive in the first year of ownership (pre-synergies, transaction costs and
EPS impact acquisition related amortisation)
Balance sheet � Pro forma net debt / FY17 EBITDA will reduce from 2.4x to 2.2x [2]
impact
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Notes:

1 WorleyParsons figures based on FY2017 (June year end). AFW UK figures based on maintainable revenue of £359m and maintainable EBITDA of £20m [3] , converted to AUD at 0.60 2 Leverage (net debt / EBITDA) as defined for debt covenant calculations; Combined EBITDA incorporates maintainable EBITDA of £20m for AFW UK. Debt drawn for the Acquisition adjusted to exclude amounts drawn to fund AFW UK's surplus working capital, the majority of which is expected to be realised at completion or shortly thereafter
3 References to “maintainable revenue” and “maintainable EBITDA” are to historical and near term expected revenue and EBITDA (respectively) after eliminating certain amounts which are not expected to recur and associated overhead (and 16 pre-synergies and transaction costs). Future performance involves risks and uncertainties and achieved revenue and EBITDA could be higher or lower. Refer to the Important Notice and Disclaimer at the start of this presentation.

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5. Funding

Acquisition funded via A$322 million entitlement offer

Acquisition funding details[1 ]

Purchase EV of £182m (A$303m)
Acquisition � consideration of £228m (A$380m) including £46m consideration (A$77m) in adjustments primarily for surplus working capital and cash in the AFW UK business[2 ]
� Fully underwritten pro rata accelerated non-renounceable entitlement offer to raise gross proceeds of A$322m
Equity � Entitlement Offer will fund 100% of AFW UK’s enterprise value (pre-adjustments)
� Drawdown on existing WorleyParsons facilities of A$69m, primarily to fund adjustments for surplus working capital and cash in the AFW UK business
Debt � Expected to be repaid in the short term as the majority of the adjustment items are realised in cash upon completion or shortly thereafter

Note:

1 GBP converted to AUD at a 0.60 AUD/GBP exchange rate

2 WorleyParsons expects to receive the value of the majority of these items in cash upon completion or shortly thereafter

Sources and uses

Sources	£m	A$m1
Entitlement offer Incremental net debt	193 41	322 69

Total sources	234	391
Uses	£m	A$m1
Enterprise value	182	303
Adjustments (surplus working capital, cash items)2	46	77
Transaction costs	6	11
Total uses	234	391
		17

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5. Funding

Entitlement offer details

	Offer size	�1 for 10 fully underwritten pro rata accelerated non-renounceable entitlement offer, to raise gross proceeds of approximately A$322m �approximately 24.8 million new fully paid ordinary shares ("New Shares") (equivalent to 10% of current issued capital)
		�A$13.00 per New Share representing
	Offer price	�8.0% discount to TERP1of $14.13
		�8.7% discount to last closing price of $14.24 on Friday, 6 October 2017
	Major shareholder participation	�Dar Group and John Grill have committed to participate in the Entitlement Offer for all of their respective pro-rata entitlements.
	Record date	�Record date is 7:00pm (AEDT) on Wednesday, 11 October 2017
	Ranking of New Shares	�New Shares will rank equally with existing WorleyParsons shares

Note: Dates and times are indicative only and are subject to change

1 The theoretical ex-rights price (“TERP”) is the theoretical price at which WorleyParsons shares should trade at immediately after the ex-date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which WorleyParsons shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal the TERP. TERP is calculated by reference to WorleyParsons' closing price of A$14.24 on 6 October 2017.

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6. Timing

Entitlement offer timetable[1,2 ]

	Dates and times are subject to change without notice	Date
	Trading halt and announcement of acquisition and Entitlement Offer	Monday, 9 October 2017
	Institutional Entitlement Offer opens	Monday, 9 October 2017
	Institutional Entitlement Offer closes	Tuesday, 10 October 2017
	Trading halt lifted and announcement of results of Institutional Entitlement Offer	Wednesday, 11 October 2017
	Record date under the Entitlement Offer	7:00pmWednesday, 11 October 2017
	Retail offer booklet despatched and Retail Entitlement Offer opens	Monday, 16 October 2017
	Institutional settlement date	Tuesday, 17 October 2017
	Institutional allotment and trading date	Wednesday, 18 October 2017
	Retail Entitlement Offer closes	5:00pmWednesday, 25 October 2017
	Retail allotment date	Thursday, 2 November 2017
	Retail trading date	Friday, 3 November 2017

Notes:

1 The above timetable is indicative and subject to variation. WorleyParsons reserves the right to alter the timetable at its absolute discretion and without notice, subject to the ASX Listing Rules and the Corporations Act and other applicable law

2 All dates and times refer to Australian Eastern Daylight Time (“AEDT”)

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Appendix

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Pro forma balance sheet

A$ million, 30 June 20171,2	WorleyParsons	AFW UK	Acquisition and financing adjustments	Pro forma
Cash	226	16		242
Receivables, inventory	1,110	268		1,378
PP&E	52	10		62
Goodwill & intangibles	2,003	1	215	2,218
Other	868	20		888
Total assets	4,259	315	215	4,789
Loans / borrowings	1,103	-	69	1,171
Payables	770	117		887
Other	518	33		551
Total liabilities	2,391	150	69	2,609
Net assets	1,868	165	146	2,180
Net debt / (cash)	767	(16)	224	773
Net debt / FY17 EBITDA3	2.4x			2.2x

Notes:

1 GBP converted to AUD at a 0.60 AUD/GBP exchange rate.
2 The combined group pro forma balance sheet represents the WorleyParsons pro forma balance sheet as at 30 June 2017, after adjusting for the impact of the following events in respect of the acquisition and the Entitlement Offer, as if these events had taken place as at 30 June 2017:
a) The acquisition of AFW UK for a total consideration of A$380m (enterprise value of A$303m plus adjustments of A$77m), and transaction costs of A$11m. It is assumed that the acquisition will be funded out of available cash post the A$322m Entitlement Offer and the drawdown of debt
b) Drawdown of A$69m from existing WorleyParsons facilities
c) The consolidation of AFW UK's assets and liabilities as at 30 June 2017. Due to information limitations a purchase price allocation exercise is not able to be undertaken at the time of the Presentation. Accordingly, for the purposes of the combined group pro forma balance sheet, no adjustments have been made to the carrying values of AFW UK's assets and liabilities, and the excess between the purchase price and net assets is reflected in the intangibles line. WorleyParsons will undertake a detailed purchase price allocation exercise post-acquisition which may result in changes to the fair value of assets and liabilities acquired and / or give rise to the recognition of separately identifiable intangible assets
3 Leverage (net debt / EBITDA) as defined for debt covenant calculations; Combined EBITDA incorporates maintainable EBITDA of £20m for AFW UK
4 Debt drawn for the Acquisition adjusted to exclude amounts drawn to fund AFW UK's surplus working capital, the majority of which is expected to be realised at completion or shortly thereafter

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Reconciliation of total consideration

	£ million	A$ million1
Enterprise value	182	303

Balance sheet cash (30 June 2017)2	10	16
Surplus working capital and other cashflow items3	37	61
Separation / one-off costs	(6)	(10)
Transaction mechanism adjustments4	6	10

Total adjustments	46	77

Consideration	228	380

Notes:

1 GBP converted to AUD at a 0.60 AUD/GDP exchange rate
2 Balance sheet cash as at 30 June 2017 that will transfer with the AFW UK business

3 Net working capital balance as at 30 June 2017 in excess of what is considered a normalised level for the AFW UK business, the majority of which is expected to be realised at completion or shortly thereafter, in addition to expected short term earnings and other cashflow items

4 Incorporates value accrual to compensate the vendor of the AFW UK business for the time lag between the locked box date for the acquisition (30 June 2017) and the closing date as specified in the Share Purchase Agreement for the transaction

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General risks

There are general risks associated with investments in equity capital such as WorleyParsons shares. The financial performance of WorleyParsons may be affected by a number of factors common to public companies generally or common to companies operating in the industries in which WorleyParsons operates. Generally applicable factors that may affect the market price of WorleyParsons shares include:
Movements in the Australian and international equity markets
Movements in commodity prices, including oil prices
Movements in foreign currency exchange rates
Investor sentiment and the liquidity of the market for WorleyParsons shares
The level of interest and inflation rates
The level of borrowing which WorleyParsons undertakes
General Australian and international economic conditions and outlook
Geo-political instability, including international hostilities and acts of terrorism
Announcements and results of WorleyParsons' competitors
Analyst reports; and
Government, fiscal, monetary and regulatory policies, including taxation laws
You should be aware that the price at which WorleyParsons shares are traded on the ASX may rise or fall. No assurances can be given that the New Shares will trade at or above the Offer Price. None of WorleyParsons, its directors or any other person guarantees the market performance of the New Shares.

Specific risks

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Demand risk in the energy and resources services industry	Demand risk in the energy and resources services industry
�	The markets for WorleyParsons’ services are exposed to volatile and cyclical commodity prices, particularly the oil price. Those prices impact demand for
	WorleyParsons’ customers’ goods and services, the level of outsourcing in the sectors in which WorleyParsons operates, and in particular, the preparedness of
	customers to fund capital and operating expenditure. This may markedly impact demand for WorleyParsons’ services such that, over relatively short periods,
	rapid and / or sustained changes in demand may be experienced. Such changes may lead to reduced revenue and increased costs, and overheads may need to
	be adjusted for efficiency relative to the level of earnings and business size. While increased activity from WorleyParsons’ energy and resources customers and
	backlog support the near term, the medium term revenue outlook remains uncertain.
�	A number of strategies and processes are in place to mitigate demand risk, including maintaining a diversified business portfolio, retaining a proportion of
	employees on short notice contracts, seeking contractual protection for project demobilisation, sharing work across locations, and undertaking ongoing
	overhead efficiency reviews and rationalising overheads where necessary.
Contract management risk
�	Effective contract management seeks to ensure, among other things, appropriate project and customer selection and the effective management of customer
	expectations. There is a risk that WorleyParsons may fail to manage its contracts appropriately, and as a result, be subject to disputes with customers regarding
	matters including the payment of fees and liability for costs and delays. Such disputes may be costly, result in liability, and absorb significant amounts of
	management time. WorleyParsons may also experience payment delays or defaults, whether in conjunction with disputes or otherwise, leading to increased net
	debt levels.
�	WorleyParsons seeks to mitigate this risk by implementing project delivery processes and procedures, providing training and development to project staff, and
	appropriately involving legal staff in the contract process, as well as by appropriate customer selection and management.
Project delivery risk
�	WorleyParsons’ ability to achieve superior shareholder returns is substantially influenced by its ability to deliver significant and / or strategically important
	projects to its customers’ satisfaction. Failure to do so or delays or defects in the delivery of projects could result in customer claims and disputes, fewer awards
	of significant projects, and a reduced market position.
�	To mitigate this risk, WorleyParsons regularly reviews its project delivery systems and processes, and project peer reviews. Further to this, the WorleyParsons
	Academy has been established to further enhance the capability of its people in project management and project delivery.
Increasing competition
�	The markets in which WorleyParsons operates remain highly competitive. The competitive environment can be significantly affected by local market forces,
	such as new market entrants, production capacity utilisation, economic conditions and product demand. Any increased competition from new and existing
	competitors can impact on WorleyParsons' ability to win new contracts, lead to a loss of market share, and cause a decline in sales and profitability. As a result,
	WorleyParsons’ ability to develop and implement effective strategies will be a significant ongoing contributor of success.
�	To address this, WorleyParsons has an annual strategy development process where a number of priority areas are reviewed on a regular schedule, utilising both internally and externally supplied market data and business knowledge.

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Specific risks

Reputation risk

The strength of WorleyParsons’ reputation contributes to its success in winning and retaining work, attracting and retaining employees, and securing lines of credit and access to capital. There is a risk that this reputation could be damaged through unethical business practices, poor project outcomes, health and safety incidents or not meeting the market’s expectations of financial performance.
WorleyParsons adopts a range of actions to manage this risk, including requiring all its people to undertake various training, including Code of Conduct training. Other mitigating steps, including those referred to in health and safety risk, project delivery risk, and internal reporting risk, also assist in preserving WorleyParsons’ reputation.

Liquidity risk

The ability of WorleyParsons to maintain an appropriate level of liquidity, particularly through timely conversion of unbilled contract revenue to cash, impacts returns to shareholders. There is a risk that given current market conditions, customers may delay paying or be unwilling or unable to do so. WorleyParsons seeks to mitigate this risk by focusing on effective working capital management and closely monitoring both cash collection targets and measures of debtor conversion.

Internal reporting risk

WorleyParsons operates a complex business which provides a wide range of services in a dynamic environment, while straddling multiple jurisdictions and regulatory frameworks. There is a risk that internal reporting systems may not accurately reflect WorleyParsons’ business performance or objectives, and may therefore result in failure to meet forecasts provided to the market, thereby adversely affecting investor confidence and the Company’s share price. WorleyParsons seeks to mitigate this risk by reviewing and enhancing those systems, and seeking to adapt them to the dynamic business environment.
Litigation � WorleyParsons may become involved in litigation, regulatory investigations, and enquiries, claims or disputes from time to time in the course of its business activities in the jurisdictions in which it conducts business. Such litigation, enquiries, investigations, claims and disputes, including the costs of responding to and settling claims and operational impacts, could adversely affect WorleyParsons' financial performance and reputation.
Tax � There is a risk that changes in tax law (including goods and services taxes and stamp duties), or changes in the way tax laws are interpreted in the various jurisdictions in which WorleyParsons operates, may impact the tax liabilities of WorleyParsons or the taxation treatment of an investment in WorleyParsons shares or the holding and disposal of those shares. In addition, the ability of WorleyParsons to obtain the benefit of existing tax losses and claim other beneficial tax attributes will depend on future circumstances and may be adversely affected by changes in ownership, business activities, levels of taxable income and any other conditions relating to the use of the tax losses or other attributes in the jurisdictions in which WorleyParsons operates.
Counterparty risk � WorleyParsons is exposed to credit-related losses if counterparties to contracts fail to meet their obligations. This could occur if customers were to become insolvent or not meet their financial obligations to WorleyParsons and may adversely impact WorleyParsons' revenue and have flow-on impacts to 25 WorleyParsons' credit position.

Specific risks

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Key personnel and specialist labor shortage

WorleyParsons' growth and profitability may be limited by the loss of key management and other personnel, the inability to attract and retain new suitably qualified personnel or by increases in remuneration costs associated with attracting and retaining personnel. WorleyParsons is dependent on the availability of suitably skilled personnel to provide its services and therefore access to labor can sometimes represent an ongoing risk in some parts of the business.
Health and safety � WorleyParsons’ operations sometimes require its people to be in high risk geographies, travel long distances by road, be in close proximity to complex operating equipment, and be engaged in construction and operating activities. As such, there is the risk of injury to, or the loss of life of people. To mitigate this risk, WorleyParsons has implemented a OneWay[TM] framework, which includes the expectation that every one of its people must meet health, safety and environmental standards. OneWay[TM ] expectations are supported by WorleyParsons’ business processes and used in assessing performance.
� Notwithstanding the preventative measures which WorleyParsons (or any sub-contractor) has taken or may take, it cannot be assured that accidents or unsafe operations will not occur and/or injure WorleyParsons' own personnel or third parties. Such events may result in additional costs and fines, and may jeopardise WorleyParsons' reputation and credibility.
Environment � WorleyParsons is subject to a broad range of environmental laws, regulations and standards in each of the jurisdictions in which WorleyParsons operates. This results in significant compliance costs resulting in an increased cost of doing business, and could expose WorleyParsons to legal liability (including potential damage claims or fines for noncompliance) or place limitations on the development of WorleyParsons' operations.
WorleyParsons operations entail risk of environmental damage, and WorleyParsons could incur liabilities in the future arising from the discharge of pollutants by WorleyParsons' or its clients into the environment, waste disposal practices, or accidents, as well as changes in enforcement policies or newly discovered conditions. To mitigate some of these risks, WorleyParsons continues to implement emissions reduction strategies and to support its customers in their efforts.
Joint ventures � WorleyParsons is a party to a number of joint venture arrangements and accordingly is subject to risks associated with such arrangements, which include devolved management control and disagreements with joint venture partners regarding operational and financial matters. Where a joint venture partner does not act in the best interests of the joint venture, there is underperformance by the joint venture management team or where the interests of joint venture partners do not align with WorleyParsons, this may adversely affect WorleyParsons' business, financial condition or results of operations.
Country risk
WorleyParsons operates in a number of countries and regions with developing legal, regulatory and political systems and where the geopolitical climates are challenging. Any deterioration of the geopolitical climate, including the outbreak of war or civil unrest or the imposition of economic sanctions in one or more of WorleyParsons' key markets, may require WorleyParsons or its customers to discontinue business operations in the affected country or countries.

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Specific risks

Acquisition and disposal risk

WorleyParsons' strategy includes pursuing acquisitions and disposals. There is a risk that these may not always create value for shareholders or that acquisition targets will be available on commercially reasonable terms. Also, shareholders’ interests may be diluted and shareholders may experience a loss in value of their equity if WorleyParsons issues shares as consideration for acquisitions or if WorleyParsons funds acquisitions through raising equity capital by placing shares with new investors.

Insurance

Although WorleyParsons maintains insurance that it believes is appropriate to protect against major operating and other risks, not all risks are insured or insurable. WorleyParsons cannot be sure that adequate insurance coverage for potential losses and liabilities will be available in the future on commercially reasonable terms, and may also carry large deductibles. If WorleyParsons experiences a loss in the future, the proceeds of the applicable insurance policies, if any, may not be adequate to cover replacement costs, lost revenues, increased expenses or liabilities to third parties. This may have a materially adverse effect on WorleyParsons' financial position and performance.

Legislative and regulatory changes

Changes in the structure and regulation of the industries in which WorleyParsons operates in Australia and elsewhere could materially affect WorleyParsons and its business. WorleyParsons is subject to environmental laws and regulations, occupational health and safety requirements and technical and safety standards, as well as general regulation, including in relation to land use and land access, native title and cultural heritage and technical regulation. Changes to government policy, law or regulations, or the introduction of new regulatory regimes (for example, in relation to climate change), may lead to an increase in operational costs and may have a materially adverse effect on WorleyParsons and its business.

Changes to accounting policy

Accounting standards may change. This may affect the reported earnings of WorleyParsons and its financial position from time to time, potentially adversely.
Future dividends and franking capacity
No assurances can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by WorleyParsons will be at the discretion of the directors and will depend upon the availability of profits, the operating results and financial condition of WorleyParsons, future capital requirements, covenants in relevant financing agreements, general business and financial conditions and other factors considered relevant by the directors. No assurances can be given in relation to the level of franking of future dividends. Franking capacity will depend upon the amount of Australian tax paid in the future, the existing balance of franking credits and other factors.

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Transaction risks

Acquisition accounting

In accounting for the acquisition, WorleyParsons will need to perform a fair value assessment of all of the assets, liabilities and contingent liabilities of AFW UK, which will include the identification and valuation of identifiable intangible assets. For the purposes of the pro forma balance sheet set out in this presentation, no adjustments have been made in respect of potential purchase price allocation impacts.
The formal purchase price allocation exercise may result in a reallocation of the fair value of assets and liabilities in the combined group's balance sheet and may also result in a different depreciation and amortisation profile in the combined group’s income statement (and a corresponding increase or decrease in net profit after tax).

Reliance on information provided

WorleyParsons undertook a due diligence process in respect of AFW UK, which relied in part on the review of financial and other information provided by the vendors of AFW UK. Despite making reasonable efforts, WorleyParsons has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it against independent data. Similarly, WorleyParsons has prepared (and made assumptions in the preparation of) the financial information relating to AFW UK (on a stand-alone basis and also to WorleyParsons post-acquisition of AFW UK) included in this presentation in reliance on limited financial information and other information provided by the vendors of AFW UK. WorleyParsons is unable to verify the accuracy or completeness of all of this information. If any of the data or information provided to and relied upon by WorleyParsons in its due diligence process and its preparation of this Presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of AFW UK and the combined group may be materially different to the financial position and performance expected by WorleyParsons and reflected in this presentation.
Investors should also note that there is no assurance that the due diligence conducted was conclusive and that all material issues and risks in respect of the acquisition have been identified and avoided or managed appropriately. Therefore, there is a risk that unforeseen issues and risks may arise, which may also have a material impact on WorleyParsons. This could adversely affect the operations, financial performance or position of WorleyParsons.
The information reviewed by WorleyParsons includes forward looking information. While WorleyParsons has been able to review some of the foundations for the forward looking information relating to AFW UK, forward looking information is inherently unreliable and based on assumptions that may change in the future.

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Transaction risks

Analysis of acquisition opportunity

WorleyParsons has undertaken financial, business and other analyses of AFW UK in order to determine its attractiveness to WorleyParsons and whether to pursue the acquisition. It is possible that such analysis, and the best estimate assumptions made by WorleyParsons, draw conclusions and forecasts that are inaccurate or which will not be realised in due course. To the extent that the actual results achieved by AFW UK are different than those indicated by WorleyParsons' analysis, there is a risk that the profitability and future earnings of the operations of the Combined Group may be materially different from the profitability and earnings reflected in this Presentation.

Equity funding risk

WorleyParsons has entered into an underwriting agreement under which UBS AG, Australia Branch (the “Lead Manager”) has agreed to fully underwrite the Entitlement Offer, subject to the terms and conditions of the underwriting agreement between WorleyParsons and the Lead Manager ("Underwriting Agreement"). The Lead Manager’s obligation to underwrite the Offer is conditional on certain customary matters, including WorleyParsons delivering certain certificates, sign-offs and opinions. If certain events occur, the underwriter may terminate the underwriting agreement.
Termination of the Underwriting Agreement could have an adverse impact on the amount of proceeds raised under the Entitlement Offer. If the Underwriting Agreement is terminated, WorleyParsons will not be able to terminate the share sale agreement for the AFW UK acquisition. In these circumstances, WorleyParsons would need to utilise alternative funding to meet its obligations under the share sale agreement. Termination of the Underwriting Agreement could materially adversely affect WorleyParsons' business and financial condition.

Risk of dilution

Investors who do not participate in the Offer, or do not take up all of their entitlement under the Entitlement Offer, will have their percentage security holding in WorleyParsons diluted by not participating to the full extent in the Entitlement Offer. Investors may also have their investment diluted by future capital raisings by WorleyParsons. WorleyParsons may issue new shares to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of an investor's interest. WorleyParsons will only raise equity if it believes that the benefit to investors of conducting the capital raising is greater than the short term detriment caused by the potential dilution associated with a capital raising.

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Transaction risks

Financial capacity of, and recourse to, vendors and warranty and indemnity insurer

If the acquisition completes, there can be no guarantee as to the on-going financial capacity of the vendors of AFW UK (and in any case recourse against the vendor, as opposed to warranty and indemnity insurance, is in many instances limited). In these circumstances, if a warranty or other claim was made under the share sale agreement in respect of the acquisition of AFW UK, to the extent that any warranty and indemnity insurance does not cover the particular claim (or is not met by the insurer), there is a risk that funds may not be available to meet that claim. Any inability to recover amounts claimed could materially adversely affect the WorleyParsons' financial position and distributions.

Integration risk

The integration of a business of the size of AFW UK carries risk, including potential delays or costs in implementing necessary changes, and difficulties in integrating various operations. The success of the AFW UK acquisition, and the ability to realise the expected synergy benefits of the acquisition outlined in this presentation, will be dependent on the effective and timely integration of AFW UK’s business alongside WorleyParsons' business following completion of the acquisition.
While WorleyParsons has undertaken analysis in relation to the synergy benefits of the AFW UK acquisition, they remain WorleyParsons' estimate of the synergy benefits expected to be achievable as part of the AFW UK acquisition, and there is a risk that the actual synergies able to be realised as part of the acquisition may be less than expected or delayed, or that the expected synergy benefits of the acquisition may not materialise at all or cost more to achieve than originally expected. These risks include, amongst others, unforeseen costs relating to integration of some systems (including information technology systems) of both of the businesses.
A failure to fully integrate the operations of AFW UK, or a delay in the integration process, could impose unexpected costs that may adversely affect the financial performance and position of WorleyParsons.

Debt funding

WorleyParsons intends to draw down A$69 million under its existing debt facilities in order to fund adjustments for surplus working capital and cash in the AFW UK business. The drawdown of funds under the existing debt facilities will be subject to conditions usual for debt facilities of this nature and the particular documentation and commercial requirements of WorleyParsons' lenders. In the event that any of these conditions or requirements are not satisfied, existing debt funding may not be advanced for the purposes of funding the acquisition and the operation of the AFW UK business following completion. In these circumstances, WorleyParsons may need to procure alternative debt financing. There can be no assurance that such alternative debt financing will be available at all or, if it is available, that it will be available on terms no less favourable than those currently proposed. If such alternative debt funding is not available and WorleyParsons is unable to complete the acquisition, WorleyParsons may incur costs in connection with its failure to complete the acquisition.
WorleyParsons has various covenants in relation to its debt facilities. In the event that these covenants are breached, WorleyParsons' lenders may cancel their commitments under the facilities and require all amounts payable to them under or in connection with the facilities to be repaid immediately.
If WorleyParsons is unable to repay or refinance its debt facilities upon maturity or in the event of a breach of a covenant, WorleyParsons may have to seek further equity funding, dispose of its assets, or enter into new debt facilities on less favourable terms. These factors could materially adversely affect WorleyParsons' ability to operate its business and financial performance.

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Transaction risks

Historical liabilities

If the acquisition of AFW UK completes, WorleyParsons will become directly or indirectly liable for any liabilities that AFW UK has incurred in the past, including liabilities which were not identified during its due diligence or which are greater than expected, for which insurance may not be adequate or available, and for which WorleyParsons may not have post-closing recourse under the share sale agreement. These could include liabilities relating to environmental claims or breaches, contamination, current or future litigation, regulatory actions, health and safety claims, warranty or performance claims and other liabilities. In particular, AFW UK has historical liabilities (including workers compensation claims) relating to employee exposure to asbestos. Such liabilities may adversely affect the financial performance or position of WorleyParsons post-acquisition.

Change of control risk

The acquisition of AFW UK will require novation of, and trigger change of control clauses in, a number of material contracts to which AFW UK is a party, requiring WorleyParsons to seek the counterparty’s consent to the acquisition and/or the novation of the relevant contract. There is a risk that such consent may not be provided or may only be provided on terms adverse to WorleyParsons. WorleyParsons believes that it is able to manage this risk in practice, given the nature of the contracts and counterparties, and the sale documentation contains contractual provisions designed to address the consequences of failure to obtain any required consents, but it is possible that consents may be withheld and that mitigation may be incomplete.

AFW UK specific risks

AFW UK is subject to a number of risks relating to the market in which it operates. These risks include economic factors specific to the oil and gas industry in the UK including changes in commodity prices which affect the ability of AFW UK's customers to secure project financing or their capability to maintain or increase capital or operational expenditure, reliance on a number of key customers, requirements to manage a large workforce (including a unionised ‘blue collar’ component, with the potential for industrial disputes), increased energy and transportation costs, and information technology failures. There is a risk of increased environmental regulation which may give rise to increased operating costs or contractual liabilities. AFW UK may be impacted by severe weather or other geo-political events. Furthermore, AFW UK may face increased competition or fail to compete effectively in the market which will affect its financial performance.
AFW UK has significant exposure to the UKCS market. AFW UK’s customer base is concentrated in the United Kingdom and a significant percentage of AFW UK’s revenue is sourced from or referable to operations in the UK. A downturn in the UKCS market may affect the financial performance of AFW UK and impact its ability to compete effectively. This may adversely affect the financial performance of WorleyParsons following the acquisition of AFW UK.
While WorleyParsons expects to be able to leverage its global reach and client relationships, with the strengths of the AFW UK business and reputation, to execute a globalised strategy for AFW UK, there is no assurance that this strategy will be successful or that the expected synergies will be realised.
AFW UK will be reliant on Amec FosterWheeler Group Limited for some transitional services for a limited period after WorleyParsons’ acquisition of AFW UK. Access to these services is provided for under the sale documentation, but failure to deliver or defects in delivery or integration of such services, or failure to ensure access to replacement services in a timely manner, could adversely affect the AFW UK business.

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International offer restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of WorleyParsons in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

France

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.
This document and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed (directly or indirectly) to the public in France. Such offers, sales and distributions have been and shall only be made in France to qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2, D.411-1, L.533-16, L.533-20, D.533-11, D.533-13, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.
Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

International offer restrictions

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").
The New Shares are not being offered to the public within New Zealand other than to existing shareholders of WorleyParsons with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the FMC Act and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.
Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:
is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Norway

This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

International offer restrictions

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of WorleyParsons' shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to regulated financial intermediaries such as banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations.
Neither this document nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
This document is personal to the recipient only and not for general circulation in Switzerland.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

International offer restrictions

United Arab Emirates

Neither this document nor the New Shares have been approved, disapproved or passed on in any way by the Emirates Securities and Commodities Authority (ESCA) or any other governmental authority in the United Arab Emirates. The Company has not received authorization or licensing from ESCA or any other governmental authority in the United Arab Emirates to market or sell the New Shares within the United Arab Emirates. This document does not constitute, and may not be used for the purpose of, an offer of securities within the United Arab Emirates (excluding the Dubai International Financial Centre). No services relating to the New Shares, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates (excluding the Dubai International Financial Centre).
In the Dubai International Financial Centre, the New Shares may be offered, and this document may be distributed, only as an Exempt Offer, as defined and in compliance with the Markets Rules issued by the Dubai Financial Services Authority (the “DFSA”). This document may not be distributed to any other persons in the Dubai International Financial Centre. The DFSA has no responsibility for reviewing or verifying any documents in connection with exempt offers.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA") has been published or is intended to be published in respect of the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to WorleyParsons.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

International offer restrictions

United States

This Presentation may not be released or distributed in the United States.
This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal.
Neither the New Shares nor the entitlements have been, or will be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States.
Accordingly, neither the New Shares nor the entitlements may be offered or sold, directly or indirectly, to persons in the United States, unless they have been registered under the U.S. Securities Act (which WorleyParsons has no obligation to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable United States state securities laws.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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4 Additional information

4.1 Eligibility of Retail Shareholders

The Retail Entitlement Offer is being offered to all Eligible Retail Shareholders only.

Eligible Retail Shareholders are Shareholders on the Record Date who:

(a) have a registered address in Australia or New Zealand;
(b) are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States;
(c) are not Eligible Institutional Shareholders and were not treated as an Ineligible Institutional Shareholder under the Institutional Entitlement Offer; and
(d) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

WorleyParsons has determined that it is unreasonable to extend the Retail Entitlement Offer to Ineligible Retail Shareholders because of the small number of such Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable regulations in jurisdictions outside Australia and New Zealand.

4.2 Ranking of New Shares

The New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally with Existing Shares.

4.3 Allotment

WorleyParsons has applied for quotation of the New Shares on ASX in accordance with Listing Rule requirements. If ASX does not grant quotation of the New Shares, WorleyParsons will repay all Application Monies (without interest).

Trading of New Shares will, subject to ASX approval, occur shortly after allotment. It is expected that allotment of the New Shares under the Retail Entitlement Offer will take place on Thursday, 2 November 2017. Application Monies will be held by WorleyParsons on trust for Applicants until the New Shares are allotted. No interest will be paid on Application Monies.

Subject to approval being granted, it is expected that the New Shares allotted under the Retail Entitlement Offer will commence trading on a normal basis on Friday, 3 November 2017.

It is the responsibility of Applicants to determine the number of New Shares allotted and issued to them prior to trading in the New Shares. The sale by an Applicant of New Shares prior to receiving their holding statement is at the Applicant's own risk.

4.4 Reconciliation

In any entitlement offer, investors may believe that they own more Existing Shares on the Record Date than they ultimately do. This may result in a need for reconciliation to ensure all eligible Shareholders have the opportunity to receive their full Entitlement.

WorleyParsons may need to issue a small quantity of additional New Shares to ensure all eligible Shareholders have the opportunity to receive their appropriate allocation of New Shares. The price at which these New Shares would be issued, if required, is the same as the Offer Price.

WorleyParsons also reserves the right to reduce the number of an Entitlement or New Shares allocated to eligible Shareholders or persons claiming to be eligible Shareholders, if their Entitlement claims prove to be overstated, if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are not eligible Shareholders.

4.5 Underwriting arrangements

WorleyParsons and the Lead Manager have entered into an Underwriting Agreement. The Lead Manager has agreed to underwrite the Entitlement Offer on the terms and conditions set out in the Underwriting Agreement. The obligations of the Lead Manager are subject to the satisfaction of certain conditions precedent documented in the Underwriting Agreement. Furthermore, in accordance with the Underwriting Agreement, as is customary with these types of underwriting arrangements:

(a) WorleyParsons has (subject to certain limitations) agreed to indemnify the Lead Manager, its affiliates and their respective officers, directors, partners, agents, representatives, advisers or employees against losses incurred in respect of the Entitlement Offer;
(b) WorleyParsons and the Lead Manager have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Entitlement Offer;
(c) the Lead Manager may terminate the Underwriting Agreement and be released from its obligations on the occurrence of certain events (in some cases, subject to the materiality of the relevant event), including (but not limited to) where:
(i) there are certain declines in the S&P/ASX200 against its level as at the last trading day prior to execution of the Underwriting Agreement;
(ii) the agreement documenting the Acquisition is terminated, rescinded, repudiated, released, or breached, amended, modified or varied other than in an immaterial respect (in each case without the prior written consent of the Lead Manager), or a condition precedent in that agreement becomes, or is likely to become, not capable of being satisfied or waived and as a result of which it becomes capable of being terminated by a party;
(iii) WorleyParsons ceases to be admitted to the official list of ASX or its shares are suspended from trading on, or cease to be quoted on, ASX;
(iv) WorleyParsons or its subsidiaries are in breach of certain covenants relating to a third party debt facility;
(v) there are certain delays in the timetable for the Entitlement Offer without the Lead Manager’s consent;
(vi) there is a change in the board of directors of WorleyParsons, its executive management team, its share capital or its constitution, otherwise than as notified to the Lead Manager in writing prior to execution of the Underwriting Agreement;
(vii) any statement, estimate, expression of opinion, expectation, forecast, belief or intention made by WorleyParsons in an Offer Document which relates to a future matter is or becomes incapable of being met;
(viii) the Offer Documents (including this Information Booklet), were at the time of issue, false, misleading or deceptive (including by omission) or likely to mislead or deceive; and
(ix) WorleyParsons withdraws the Entitlement Offer,
(d) WorleyParsons must pay the Lead Manager an underwriting fee equivalent to 1.03% of the gross proceeds of the Entitlement Offer and a management and arranging fee of $2.325 million. WorleyParsons must also reimburse the Lead Manager for its reasonably incurred costs in connection with the Entitlement Offer, including legal fees and disbursements, travel and accommodation expenses, CHESS DvP settlement costs and stamp duty or similar taxes payable in respect of the Underwriting Agreement; and

(e) without limiting any other express provisions of the Underwriting Agreement, notwithstanding that the Lead Manager may have assisted, and may continue to assist, WorleyParsons in the preparation of the Offer Documents and in connection with promotional activities in relation to the Entitlement Offer, WorleyParsons is responsible for the contents of, or omissions from, the final form of the Offer Documents (including this Information Booklet) and agrees to ensure that they comply with all applicable laws in relation to the Entitlement Offer.

Neither the Lead Manager nor any of its respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives, agents or advisers (the Limited Parties ) have authorised or caused the issue of this Retail Offer Booklet and they do not take responsibility for any statements made in this Retail Offer Booklet or any action taken by you on the basis of such information. To the maximum extent permitted by law, each Limited Party disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. None of the Limited Parties make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager or any of its related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Shares or the Entitlement Offer generally.

4.6 Continuous disclosure

WorleyParsons is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

WorleyParsons is required to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the stock markets conducted by ASX. In particular, WorleyParsons has an obligation under the Listing Rules (subject to certain exceptions) to notify ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of WorleyParsons shares. That information is available to the public from ASX.

5 Australian taxation consequences

5.1 General

Below is a general summary of the Australian income tax (including capital gains tax ( CGT )), goods and services tax ( GST ) and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders.

The comments in this section deal only with the Australian taxation implications of the Retail Entitlement Offer for Eligible Retail Shareholders who:

are a resident for Australian income tax purposes; and
hold their Shares on capital account.

The comments do not apply to Eligible Retail Shareholders who:

are not a resident for Australian income tax purposes;
hold their Shares as revenue assets or trading stock (which will generally be the case if you are a bank, insurance company or carry on a business of share trading);
are subject to the 'TOFA provisions' in Division 230 of the Income Tax Assessment Act 1997 in relation to the Shares; or
acquired the Shares in respect of which the Retail Entitlements are issued under any employee share scheme or where the New Shares are acquired pursuant to any employee share scheme.

The summary does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. It does not purport to be a complete analysis of the potential tax consequences of the Retail Entitlement Offer and is intended as a general summary of the Australian tax implications. Eligible Retail Shareholders should seek advice from an appropriate professional advisor in relation to the tax implications of the Retail Entitlement Offer based on their own individual circumstances.

The comments below are based on the Australian tax law as it applies as at 9:00am (Sydney time) on Wednesday, 11 October 2017. Other than as expressly discussed, the comments do not take into account or anticipate changes in Australian tax law or future judicial interpretations of law after this time unless otherwise specified. The comments also do not take into account tax legislation of any country other than Australia.

WorleyParsons and its officers, employees, taxation or other advisers do not accept any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

5.2 Issue of Entitlement

The issue of the Entitlement will not in itself result in any amount being included in the assessable income of an Eligible Retail Shareholder.

5.3 Exercise of Entitlement

New Shares will be acquired where an Eligible Retail Shareholder exercises all or part of its Entitlement under the Retail Entitlement Offer.

An Eligible Retail Shareholder will not derive any assessable income, or make any capital gain or capital loss at the time of exercising its Entitlement under the Retail Entitlement Offer.

For Australian CGT purposes, New Shares will be taken to have been acquired on the day that an Eligible Retail Shareholder exercises its Entitlement. The cost base of each New Share will be equal to the Offer Price (plus certain non-deductible incidental costs that the Eligible Retail Shareholder incurs in acquiring the New Shares).

5.4 Lapse of Entitlement

If an Eligible Retail Shareholder does not accept all or part of its Entitlement in accordance with the instructions set out above in Section 2, then that Entitlement will lapse. The Eligible Retail Shareholder will not receive any consideration for an Entitlement that is not taken up. There should be no tax implications for an Eligible Retail Shareholder from the lapse of the Entitlement.

5.5 Taxation in respect of dividends on New Shares

Any future dividends or other distributions made in respect of New Shares will be subject to the same income taxation treatment as dividends or other distributions made on Existing Shares held in the same circumstances.

5.6 Disposal of New Shares

The disposal of New Shares will constitute a disposal for CGT purposes.

On disposal of a New Share, an Eligible Retail Shareholder will make a capital gain if the capital proceeds received on disposal exceed the total cost base of the New Share. An Eligible Retail Shareholder will make a capital loss if the capital proceeds are less than the total reduced cost base of the New Share.

Eligible Retail Shareholders that are individuals, complying superannuation entities or trustees and that have held their New Shares for 12 months or more (excluding the date of acquisition and the date of disposal) at the time of disposal should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after the application of current year or carried forward capital losses). The CGT discount factor is 50% for individuals and trustees and 33.1/3% for complying superannuation entities. Trustees should seek specific tax advice regarding the tax consequences arising to beneficiaries because of the CGT discount.

New Shares will be treated for the purposes of the CGT discount as having been acquired when the Eligible Retail Shareholder exercised its Entitlement. Accordingly, in order to be eligible for the CGT discount, the New Shares must be held for at least 12 months after the date that the Entitlement was exercised.

Eligible Retail Shareholders that make a capital loss can only use that loss to offset other capital gains; the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year it can be carried forward to use in future income years, provided certain loss utilisation tests are satisfied.

5.7 GST

The taking up of the New Shares will be classified as a “financial supply” for Australian GST purposes. Accordingly, Australian GST will not be payable in respect of amounts paid for the acquisition of the New Shares. Subject to certain requirements, there may be a restriction on the entitlement of Eligible Retail Shareholders to claim an input tax credit for any GST incurred on costs associated with the acquisition of New Shares.

5.8 Stamp duty

Stamp duty will not be payable by Eligible Retail Shareholders in respect of the taking up of New Shares on the assumption that all acquisitions occur when all of the securities in WorleyParsons are quoted on the market operated by the ASX and no Shareholder (together with interests of associated persons and interests acquired under associated transactions) holds an interest of 90% or more in WorleyParsons.

6 Definitions

$ or cents means Australian dollars or cents.

Acquisition means the acquisition of AFW UK.

AFW UK means AFW UK Oil and Gas Pty Ltd, which represents the majority of Amec Foster Wheeler Group Limited’s former UK upstream Oil and Gas operations.

Applicant means an Eligible Retail Shareholder who has submitted a valid Application.

Application means the arranging for payment of the relevant Application Monies through BPAY[®] in accordance with the instructions on the Entitlement and Acceptance Form or the submission of an Entitlement and Acceptance Form accompanied by the relevant Application Monies.

Application Monies means the aggregate amount payable for the New Shares applied for through BPAY[®] or in a duly completed Entitlement and Acceptance Form.

Approved U.S. Shareholders means those Shareholders on the Record Date who are also Shareholders at the date of the Underwriting Agreement that are located in the United States and that are “qualified institutional buyers” (as defined in Rule 144A of the U.S. Securities Act) acting for their own account or for the benefit of one or more persons, each of whom is a “qualified institutional buyer”, and whose participation in the U.S. Private Placement WorleyParsons and the Lead Manager have expressly approved.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and the securities exchange operated by it.

ASX Announcements means the initial announcement in relation to the Acquisition and Entitlement Offer released to the ASX on Monday, 9 October 2017 and the announcement in relation to the completion of the Institutional Entitlement Offer released to the ASX on Wednesday, 11 October 2017, incorporated in Section 3 of this Information Booklet.

BPAY[®] means BPAY Pty Ltd ACN 079 137 518.

Business Day has the same meaning as in the Listing Rules.

CGT means capital gains tax.

Closing Date means 5:00pm (Sydney time) on Wednesday, 25 October 2017, the day the Retail Entitlement Offer closes.

Corporations Act means the Corporations Act 2001 (Cth).

CRN means the unique Customer Reference Number on the personalised Entitlement and

Acceptance Form.

Eligible Institutional Shareholder means, in accordance with sections 708(8) and (11) of the Corporations Act, respectively, a sophisticated or professional Shareholder on the Record Date who:

(a) is not an Ineligible Institutional Shareholder;
(b) has successfully received an invitation from the Lead Manager to participate in the Institutional Entitlement Offer (either directly or through a nominee); and
(c) is not in the United States unless it is an Eligible U.S. Fund Manager or an Approved U.S. Shareholder.

Eligible Retail Shareholder has the meaning given in Section 4.1.

Eligible U.S Fund Manager means a dealer or other professional fiduciary organised, incorporated or (if an individual) resident in the United States that is acting for an account (other than an estate or trust) held for the benefit or account of persons that are not “U.S. persons” (as defined in Rule 902(k) under the U.S. Securities Act), for which it has and is exercising investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S of the Securities Act.

Entitlement means the right to subscribe for 1 New Share for every 10 Existing Shares held by eligible Shareholders on the Record Date, pursuant to the Entitlement Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form accompanying this Information Booklet.

Entitlement Offer means the Institutional Entitlement Offer and the Retail Entitlement Offer.

Existing Shares means the Shares already on issue on the Record Date.

GST means goods and services tax.

Ineligible Institutional Shareholder means a Shareholder who is an institutional or sophisticated Shareholder on the Record Date with a registered address outside the Permitted Jurisdictions or to whom ASX Listing Rule 7.7.1(a) applies.

Ineligible Retail Shareholder means a Shareholder (or beneficial holder of Shares) other than an Eligible Institutional Shareholder, Ineligible Institutional Shareholder or Eligible Retail Shareholder.

Institutional Entitlement Offer means the pro rata accelerated non-renounceable entitlement offer to Eligible Institutional Shareholders.

Institutional Settlement Date means Tuesday, 17 October 2017.

Information Booklet means this document.

Investor Presentation means the presentation to investors released to the ASX on Monday, 9 October 2017, incorporated in Section 3 of this Information Booklet.

Lead Manager means UBS AG, Australia Branch.

Lead Manager Parties means the Lead Manager’s affiliates, related bodies corporate (as that term is defined in the Corporations Act), and their respective directors, employees, officers, representatives, agents, partners, consultants and advisers.

Listing Rules means the official listing rules of ASX.

New Shares means Shares to be allotted and issued under the Entitlement Offer.

Offer Documents has the same meaning given in the Underwriting Agreement.

Offer Information Line means 1300 113 257 (within Australia) or +61 3 9415 4067 (outside Australia). The Offer Information Line will be answered live and operate between 8:30am and 5:00pm (Sydney time) on Monday to Friday during the Retail Entitlement Offer period.

Offer Price means $13.00 per New Share.

Permitted Jurisdiction means Australia, New Zealand, Hong Kong, Singapore, United Arab Emirates, United Kingdom, Norway, Switzerland, France and any other jurisdiction as agreed between the Lead Manager and WorleyParsons.

Record Date means 7:00pm (Sydney time) on Wednesday, 11 October 2017.

Retail Entitlement Offer means the pro rata non-renounceable offer to Eligible Retail Shareholders to subscribe for 1 New Share for every 10 Existing Shares of which the Shareholder is the registered holder on the Record Date, at an Offer Price of $13.00 per New Share pursuant to this Information Booklet.

Retail Settlement Date means Wednesday, 1 November 2017.

Share means a fully paid ordinary share in the capital of WorleyParsons.

Share Registry means Computershare Investor Services Pty Limited ACN 078 279 277.

Shareholder means a holder of Shares.

TERP means the theoretical price at which WorleyParsons shares should trade immediately after the ex-date of the Entitlement Offer.

Timetable means the indicative table set out in the “Key dates” section of this Information Booklet.

Underwriting Agreement means the underwriting agreement dated 8 October 2017 between WorleyParsons and the Lead Manager.

U.S. Securities Act means the U.S. Securities Act of 1933, as amended.

U.S. Private Placement means the offer and sale of the Shares in the United States by WorleyParsons to Approved U.S. Shareholders as part of the Institutional Entitlement Offer.

WorleyParsons means WorleyParsons Limited ACN 096 090 158.

7 Corporate information

Company

WorleyParsons Limited Level 15 141 Walker Street North Sydney NSW 2060

Tel +61 2 8923 6866 www.worleyparsons.com

Lead Manager

UBS AG, Australia Branch 2 Chifley Square Sydney NSW 2000

Legal Adviser

Herbert Smith Freehills ANZ Tower 161 Castlereagh Street Sydney NSW 2000

Share Registry

Computershare Investor Services Pty Limited Level 4 60 Carrington Street Sydney NSW 2000

WorleyParsons Offer Information Line

Australia: 1300 113 257 International: +61 3 9415 4067 Open 8:30am to 5:00pm (Sydney time) on Monday to Friday, before the Retail Entitlement Offer closes at 5:00pm (Sydney time) on Wednesday, 25 October 2017. www.worleyparsonsretailoffer.com.au from Monday, 16 October 2017

WORLEYPARSONS LIMITED ACN 096 090 158

AI assistant

WORLEY LIMITED — Capital/Financing Update 2017

66073_rns_2017-10-12_6b1efe03-5fef-44af-8559-8a752157ac19.pdf

IMPORTANT NOTICES

No overseas offering

New Zealand

United States disclaimer

Definitions, time and currency

Taxation

Privacy

Governing law

No representations

Past performance

Future performance

Trading New Shares

No Entitlements trading

Disclaimer of representations

Lead Manager

Disclaimer

Risks

No cooling off

Chairman’s letter

Dear Shareholder

Entitlement Offer

Use of proceeds

Retail Entitlement Offer

Other information

The Retail Entitlement Offer closes at 5:00pm (Sydney time) on Wednesday, 25 October 2017.

Summary of the Entitlement Offer

Key dates

Enquiries

Table of contents

2.1 Important information

2.2 Overview

2.3 Institutional Entitlement Offer

2.4 Retail Entitlement Offer

2.5 Your Entitlement

2.6 Options available to you

2.7 Taking up all of your Entitlement

2.8 Taking up part of your Entitlement and allowing the balance to lapse

2.9 Allowing your Entitlement to lapse

2.10 Consequences of not taking up all or part of your Entitlement

2.11 Payment

2.12 Payment by BPAY[®]

2.13 Payment by cheque, bank draft or money order

Mailing Address

2.14 Entitlement and Acceptance Form is binding

2.15 Brokerage and stamp duty

2.16 Notice to nominees and custodians

2.17 Withdrawal of the Entitlement Offer

2.18 Enquiries

9 October 2017

ASX Media Release

WORLEYPARSONS LIMITED (ASX: WOR)

Acquisition of AFW UK and Associated Capital Raising

Highlights

Acquisition of AFW UK

AFW UK Upstream Oil and Gas Operations

Acquisition Aligned with WorleyParsons Strategy

Offer timetable

Further information

ASX Media Release

WORLEYPARSONS LIMITED (ASX: WOR)

WorleyParsons successfully completes Institutional Entitlement Offer

Commencement of the Retail Entitlement Offer

Key Dates of the Entitlement Offer

Retail Investor Enquiries

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Important notice and disclaimer

Important notice and disclaimer

Summary information

Not an offer

Not for release or distribution in the United States

Not investment advice

Important notice and disclaimer

Investment risk

Financial data

Important notice and disclaimer

Effect of rounding

Past performance

WORLEY LIMITED Capital/Financing Update 2017

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