WORLEY LIMITED — Capital/Financing Update 2017

Oct 8, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

WorleyParsons Limited ( WorleyParsons )

ACN/ABN/ACSN

17 096 090 158

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares (Shares).
	WorleyParsons proposes to issue approximately 24,788,418 new Shares pursuant to the terms of the accelerated pro-rata non-renounceable entitlement offer announced to ASX on 9 October 2017 (Entitlement Offer). The final number of Shares issued under the Entitlement Offer, and the split of those Shares between institutional and retail tranches of the Entitlement Offer, will be subject to the determination of WorleyParsons and holding reconciliation and rounding.

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i	The new Shares to be issued under the Entitlement Offer will be on the same terms as existing Shares on issue.
	The new Shares to be issued under the Entitlement Offer will be on the same terms as existing Shares on issue and will rank equally in all respects with those existing Shares from the issue date
	A$13.00 per new Share.
	The proceeds received from the issue of Shares under the Entitlement Offer will be used to partially fund WorleyParsons’ acquisition of AFW UK Oil & Gas Limited.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	The proposed issue date for the institutional tranche of the Entitlement Offer is Wednesday, 18 October 2017. The proposed issue date for the retail tranche of the Entitlement Offer is Thursday, 2 November 2017.

Number +Class 8 Number and +class of all 272,672,601 Shares +securities quoted on ASX ( including the +securities in section 2 if applicable) Number +Class 9 Number and +class of all 2,024,042 Performance rights +securities not quoted on ASX ( including the +securities in 50,211 Bonus Entitlements section 2 if applicable) 366,042 Share Price Performance Rights (366,042 SPPRs convert into a maximum number of 732,084 shares in WorleyParsons, in accordance with WorleyParsons’ Performance Rights Plan.) 1 Special voting share 1,363,668 Exchangeable shares

10 Dividend policy (in the case of a Dividends will be paid on the Shares, as for trust, distribution policy) on the all members, as declared by WorleyParsons increased capital (interests) from time to time.

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	No.
	Non-renounceable
	1 new Share for every 10 existing Shares held at the Record Date for the Entitlement Offer.
	Shares.
	7.00pm (Sydney time), Wednesday, 11 October 2017.

• See chapter 19 for defined terms.

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16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	No
	Any fractions arising in the calculation of entitlements will be rounded up to the next highest whole number of new Shares
	For the institutional tranche of the Entitlement Offer, all countries other than Australia, New Zealand, Hong Kong, Singapore, United Arab Emirates, United Kingdom, Norway, Switzerland and France and any other jurisdictions as agreed between WorleyParsons and UBS. For the retail tranche of the Entitlement Offer, all countries other than Australia and New Zealand.
	For the institutional tranche of the Entitlement Offer, Tuesday, 10 October 2017. For the retail tranche of the Entitlement Offer,Wednesday,25October 2017.
	UBS AG, Australia Branch ABN 47 088 129 613 (UBS).
	Underwriting fee– equivalent to 1.03% of the gross proceeds of the Entitlement Offer; Management and arranging fee- $2.325 million.
	Not applicable.
	Not applicable.
	Not applicable.

25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable.
	No prospectus or other disclosure document is being prepared in connection with the Entitlement Offer. A Retail Entitlement Offer Booklet and Entitlement and Acceptance Form will be sent to retail shareholders on or around Monday, 16 October 2017.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	The proposed issue date for the institutional tranche of the Entitlement Offer is Wednesday, 18 October 2017. The proposed issue date for the retail tranche of the Entitlement Offer is Thursday,2 November 2017.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• See chapter 19 for defined terms.

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34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 9 October 2017 ( ~~Director/~~ Company secretary)

Print name: Nuala O’Leary

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