WORLEY LIMITED — Capital/Financing Update 2017

Oct 8, 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

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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

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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;

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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.

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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 mgell@gsgcounsel.com.au investor.relations@worleyparsons.com

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

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

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