WORLEY LIMITED — Director's Dealing 2017

Oct 23, 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 01/01/2011

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	John Michael Grill
Date of last notice	1 March 2013

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.	Registered holder of shares: - Wilaci Pty Limited - Citicorp Nominees PtyLimited - HSBC Custody Nominees (Australia) Limited - Haju Pty Limited - Juha Pty Limited - Serpentine Foundation PtyLimited
Date of change	18 October 2017
No. of securities held prior to change	Performance Rights: 53,608 Fully paid ordinary shares: Direct: 3,932,055 Indirect: 21,440,118
Class	Fully paid ordinary shares
Number acquired	Direct: 256,935 Indirect: 2,280,284
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$13.00 per share

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	Performance Rights: Nil_(53,608 lapsed)_ Fully paid ordinary shares: Direct: 2,826,277 Indirect: 25,083,115
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in the WorleyParsons’ Institutional Entitlement Offer.

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. Under the WorleyParsons Securities Dealing Policy, prior written clearance is not required to acquire WorleyParsons shares under a rights issue, as in the case of the Institutional Entitlement Offer
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 this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011