WORLEY LIMITED — Director's Dealing 2017

Nov 6, 2017

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001. Amended 01/01/11

Name of entity	WorleyParsons Limited
ABN	17 096 090 158

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Andrew Peter Wood
Date of last notice	9 November 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest		Direct and Indirect
Nature of indirect interest (including registered holder)Note: Provide details of the circumstances giving rise to the relevant interest.		A&A Wood Super Fund Pty Ltd Majlis Pty Ltd
Date of change		1-2 November, 2017
No. of securities held prior to change		Fully paid ordinary Shares: Direct: 165,189 Indirect: 683,876 Performance Rights:405,979(60,688 lapsed 30/9/17) Share Price Performance Rights (SPPRs):189,851 (189,851 Share Price Performance Rights, each being a conditional entitlement to a certain number of ordinary shares in the Company and, in total, converting into a maximum number of 379,702, such shares in accordance with the Company’s Performance Rights Plan.)
Class		Fully paid ordinary shares
Number acquired		Direct: 201,278 Indirect: 32,450
Number disposed		Not applicable
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation		$13.00 per share in relation to the retail entitlement offer. The remaining shares were acquired on exercise of Mr Wood’s SPPRs.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Fully paid ordinary Shares: Direct: 366,467 Indirect: 716,326 Performance Rights: 405,979 Share Price Performance Rights: 89,676 (89,676 Share Price Performance Rights, each being a conditional entitlement to a certain number of ordinary shares in the Company and, in total, converting into a maximum number of 179,352, such shares in accordance with the Company’s Performance Rights Plan.) Nature of change - off-market trade (exercise of SPPRs) Example: on-market trade, off-market trade, exercise of - Participation in the retail component of the WorleyParsons’ options, issue of securities under dividend reinvestment plan, participation in buy-back accelerated non-renounceable pro rata entitlement offer announced to ASX on 9 October 2017.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No.
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was thisprovided?

• See chapter 19 for defined terms

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