WORLEY LIMITED — Governance Information 2012

Jul 3, 2012

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Level 12, 141 Walker Street North Sydney NSW 2060 Australia Telephone: +61 2 8923 6866 Facsimile: +61 2 8923 6877 worleyparsons.com WorleyParsons Limited ABN 17 096 090 158

4 July 2012

Manager, Company Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

WORLEYPARSONS LIMITED (WOR) AMENDED TRADING POLICY

WOR has amended its Securities Dealing Policy. The majority of the changes were made to seek to align the “permitted dealings” set out in the policy with those set out in the updated version of Guidance Note 27 “Trading Policies”.

A copy of the amended Securities Dealing Policy is attached.

Yours faithfully WorleyParsons

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Peter Janu Company Secretary & General Counsel Corporate

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Securities Dealing Policy WorleyParsons Limited

Revision: 13 June 2012 Adopted: 29 June 2012

Level 12, 141 Walker Street Sydney NSW 2060 Australia Tel: +61 2 8923 6866 Fax: +61 2 8923 6877 Web: http://www.worleyparsons.com WorleyParsons Limited ABN 61 096 090 158

© Copyright 2012 WorleyParsons Limited

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WORLEYPARSONS LIMITED SECURITIES DEALING POLICY

CONTENTS

1.		OVERVIEW ............................................................................................................................................. 1
2.		PURPOSE AND APPLICATION ............................................................................................................. 2
	2.1	What is the purpose of this policy? ......................................................................................................... 2
	2.2	To whom does this policy apply? ............................................................................................................ 2
	2.3	Provisions applying to associates ........................................................................................................... 2
	2.4	What are the consequences of breaching this policy? ............................................................................ 3
3.		WHAT IS INSIDER TRADING? .............................................................................................................. 3
	3.1	What do securities and WorleyParsons shares mean? .......................................................................... 3
	3.2	What does inside information mean? ...................................................................................................... 3
	3.3	Prohibited activities ................................................................................................................................. 4
	3.4	Penalties and liability ............................................................................................................................... 5
4.		PROHIBITIONS ....................................................................................................................................... 5
5.		CLOSED PERIODS ................................................................................................................................ 6
6.		PROCESS FOR OBTAINING CONSENT ............................................................................................... 6
	6.1	Requesting Consent ................................................................................................................................ 6
	6.2	Deal within five business days if consent is granted ............................................................................... 7
7.		NOTICE REQUIREMENTS ..................................................................................................................... 7
	7.1	Designated personnel ............................................................................................................................. 7
	7.2	Directors .................................................................................................................................................. 7
8.		PERMITTED DEALINGS ........................................................................................................................ 8
9.		LIST OF DEFINED TERMS .................................................................................................................... 9

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WORLEYPARSONS LIMITED SECURITIES DEALING POLICY

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1. OVERVIEW

Prohibitions : This policy prohibits WorleyParsons “personnel” from insider trading; short term dealing; hedging performance rights and shares held subject to transfer restrictions or minimum holding requirements; and selling shares held to fulfill any applicable minimum holding requirements.

Personnel : This policy applies to WorleyParsons “personnel”, which includes directors, employees and contractors of WorleyParsons Limited, its subsidiaries and joint ventures. It also contains a number of provisions applying to “associates”, which are family members and controlled entities of those persons.

Insider Trading : Insider trading occurs when someone with inside information buys or sells the securities to which that information relates, procures that someone else does so or communicates that inside information to someone else knowing that they would be likely to do so. Inside information means information which is not generally available and, if it were generally available, it would reasonably be expected to have a material effect on the price of the relevant security. Insider trading is illegal and will not be tolerated by WorleyParsons. As a result, this policy prohibits personnel and their associates from engaging in insider trading.

Closed Periods : The policy designates certain times of the year to be “closed periods”. Such periods are generally put in place for: the period from 31 May each year up to and including the date on which WorleyParsons releases its annual results; the period from 30 November each year up to and including the date on which WorleyParsons releases its half-yearly results; and the two weeks up to and including the date of WorleyParsons’ annual general meeting. Personnel and their associates must not trade in WorleyParsons shares during a closed period unless they have consent to do so. Personnel and their associates are free to trade at all other times, provided that they comply with the law and this policy when they do so.

Consent : Consent to trade in closed periods will only be granted in exceptional circumstances. Consent may also be sought to engage in a short term dealing or to sell shares held to meet a minimum holding requirement. Any consent provided must be acted upon by the recipient within 5 business days.

Notice Requirements : “Designated personnel” (directors of WorleyParsons Limited, direct reports to the CEO and CEOC members) are required to notify WorleyParsons of any dealing in WorleyParsons shares in advance of the dealing and within 2 business days of the dealing.

Permitted Dealings : The policy sets out some instances in which personnel and their associates do not need to obtain consent to trade in WorleyParsons shares during a closed period, provided that they comply with the law and this policy when they do so. Those instances include: applying for WorleyParsons shares under a rights issue; transferring WorleyParsons shares between yourself and entities you control; and acquiring WorleyParsons shares on the automatic conversion of your performance rights.

Serious Misconduct : WorleyParsons regards breaches of insider trading laws as serious misconduct. Such conduct and other breaches of this policy may result in WorleyParsons terminating your employment or engagement or taking other disciplinary action.

Each of these points is explained in greater detail in the policy below. Section 9 includes a list of defined terms used in the policy.

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WORLEYPARSONS LIMITED SECURITIES DEALING POLICY

2. PURPOSE AND APPLICATION

2.1 What is the purpose of this policy?

The purpose of this policy is to:

• explain the type of conduct in relation to dealing in securities that is prohibited under the relevant law and by WorleyParsons; and

• establish rules and procedures for dealing in WorleyParsons securities to discourage improper conduct in relation to securities by persons associated with WorleyParsons.

This policy contains a summary of relatively complex legal provisions and their application. It is a general guide only and should not be relied on as legal advice. If you do not understand the policy, or how it may apply to you, you should seek further advice from the Company Secretary or one of WorleyParsons’ corporate lawyers.

2.2 To whom does this policy apply?

This policy contains provisions that apply to each director, employee and contractor of:

• WorleyParsons Limited ( WorleyParsons );

• each subsidiary of WorleyParsons ; and

• each entity through which a WorleyParsons entity operates a joint venture,

unless the person’s terms of appointment, employment or engagement do not require him or her to comply with this policy.

In this policy, each such person is referred to as a personnel member and together they are referred to as personnel .

This policy also contains additional provisions that apply to each director of WorleyParsons ( directors ) , each direct report of WorleyParson s’ Chief Executive Officer and each member of the CEO’s Committee. Each such person is referred to as a designated personnel member and they are together referred to as designated personnel .

2.3 Provisions applying to associates

Some aspects of this policy apply to associates .

Associate s of personnel and designated personnel are:

• each spouse (including de facto spouse) of that person; each child under 18 of that person (including a child of that person’s spouse); and each relative who is currently sharing the same household as that person (each a family member ); and

• each entity that person or a family member of that person controls, whether solely or jointly and whether or not there are any interposed entities.

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WORLEYPARSONS LIMITED SECURITIES DEALING POLICY

Personnel and designated personnel must take all reasonable steps to ensure that their associates understand and comply with this policy. This means that they must request that their associates comply with the policy, including each of the prohibitions set out in section 4 and take all reasonable steps to ensure such compliance, including seeking the consents set out in section 6 and providing the notices set out in section 7, on behalf of their associates .

2.4 What are the consequences of breaching this policy?

WorleyParsons regards breaches of insider trading laws as serious misconduct. Such conduct and other breaches of this policy may result in the termination of your employment or engagement or other disciplinary action.

3. WHAT IS INSIDER TRADING?

Insider trading means engaging in certain activities in relation to securities when you have inside information regarding the entity that issued those securities . Those activities are known as dealing , procuring and communicating . Each of those terms is defined in section 3.3.

Most importantly, insider trading is illegal and will not be tolerated by WorleyParsons

3.1 What do securities and WorleyParsons shares mean?

Securities includes:

• securities (including ordinary shares, preference shares, hybrid securities, debt securities and interests in managed investment schemes);

• performance rights and options;

• derivatives (including warrants and contracts for difference); and

• any other financial products that are able to be traded on a financial market.

WorleyParsons shares means any securities issued by a member of the WorleyParsons group and any financial products issued or created over or in respect of WorleyParsons shares .

3.2 What does inside information mean?

Inside information is information that is both price sensitive and not generally available .

Information is price sensitive , in relation to a particular security , if it is information that would be reasonably expected to have a material effect on the price or value of that security . For example, information to the effect that WorleyParsons is considering a major acquisition would be price sensitive if, once released to the market, it would materially affect WorleyParsons ’ share price.

Generally available means that the information:

• may be readily observed. For example, information such as the AUD/USD exchange rate, a publicly released court decision and a publicly released government policy should all be readily observable; or

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• has been brought to the attention of investors by an announcement to the Australian Securities Exchange ( ASX ) and a reasonable period for it to become known has passed since the announcement.

3.2.1 Examples of inside information

Inside information to which you might have access includes each of the following, but only if it is sufficiently material that it would reasonably be expected to have a material effect on the price of the relevant securities once announced to the market:

• an increase or decrease in financial performance from previous results or in financial forecasts when compared with previous guidance or analysts’ consensus views;

• a change in dividend policy;

• a proposed capital raising or other change in financing;

• a proposed business acquisition or sale;

• a change in the nature of an entity’s business;

• a change in senior management;

• entry into or loss of a contract;

• a proposed change in government policy;

• a legal claim; and

• a regulatory action or investigation undertaken by a government authority.

3.2.2 What if the information does not relate to WorleyParsons?

In the course of your duties, you may obtain inside information regarding another entity. For example, in the course of providing services to another entity, for example a client of WorleyParsons , its employees might provide you with information that is inside information regarding that entity or you may become aware that actions WorleyParsons intends to take and which have not been announced will have a material effect on the price of shares in another entity. The prohibition against insider trading applies both in relation to WorleyParsons and other entities.

3.2.3 What if I did not learn the information at WorleyParsons?

It does not matter how you came to have the inside information . It does not matter that you did not learn it in the course of your work responsibilities. You might come across inside information in many different ways. For example, you might do so when picking up documents off the printer, in the lift, at a social function, from a customer or from a person who has no connection with WorleyParsons .

3.3 Prohibited activities

As set out above, when you have inside information it is illegal to undertake any dealing , procuring or communicating in relation to the securities issued by the entity to which that inside information relates.

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WORLEYPARSONS LIMITED SECURITIES DEALING POLICY

Dealing means applying for, acquiring or disposing of securities and agreeing to apply for, acquire or dispose of securities . For example, buying or selling securities or entering into an agreement (such as an option) to buy or sell securities are each a dealing .

Procuring means getting someone else to deal for you. For example, getting your family company, family trust, broker, husband or best friend to do the dealing for you is procuring .

Communicating means disclosing information to someone else if you know, or ought reasonably to know, that the information is inside information and the other person would or would be likely to deal in the securities issued by the entity to which the inside information relates or procure another person do so. For example, telling your father that WorleyParsons is about to announce a profit upgrade which will have a material effect on WorleyParsons ’ share price, when you know that he will buy or will be likely to buy WorleyParsons shares before the announcement is made, is communicating .

3.4 Penalties and liability

Breaching insider trading laws may expose you to:

• criminal liability of up to $A495,000 or three times the total monetary benefit obtained by any one or more persons as a result of the breach (whichever amount is higher), and/or imprisonment for up to ten years;

• civil penalties of up to $A200,000; and

• liability to compensate parties that have lost money as a result of your breach.

For example, if you buy shares when you have inside information to the effect that WorleyParsons’ share price is likely to rise, you may be required to compensate the seller for the amount by which those shares would have risen in value had the inside information been generally available .

4. PROHIBITIONS

Personnel and their associates must not engage in insider trading or enter into any transaction which hedges the risk of changes in the value of performance rights in the WorleyParsons Performance Rights Plan or the price of WorleyParsons shares held subject to transfer restrictions or any minimum holding requirements .

To hedge means to enter into any transaction which has the effect of transferring some or all of the risk of changes in the value or price of securities to another person.

In addition, subject to section 6, personnel and their associates must not:

• deal in WorleyParsons shares during closed periods ;

• engage in short term dealings in WorleyParsons shares ; or

• dispose of WorleyParsons shares held to meet a minimum holding requirement.

Short term dealing means dealing in WorleyParsons shares such that your interest in WorleyParsons shares either increases and then decreases or decreases and then increases within a three month period, except a decrease due to you selling or otherwise disposing of WorleyParsons shares received on vesting of your

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WORLEYPARSONS LIMITED SECURITIES DEALING POLICY

performance rights. For example, if you buy 100 WorleyParsons shares and then sell all or some of them or enter into an agreement to do so within a three month period, this is a short term dealing .

5. CLOSED PERIODS

Closed periods are notified on the WorleyParsons intranet and are generally put in place for:

• the period from 31 May each year until 10am on the day after the day on which WorleyParsons releases its annual results;

• the period from 30 November each year until 10am on the day after the day on which WorleyParsons releases its half-yearly results; and

• the two week period immediately preceding 10am on the day after the day on which WorleyParsons holds its annual general meeting.

Further, the Chairman of the board of WorleyParsons ( Board ) or the Chief Executive Officer may declare additional closed periods at any time.

During closed periods , personnel and their associates may only deal in WorleyParsons shares if they have obtained consent to do so in accordance with section 6 (unless that dealing is of a kind to which the consent requirements do not apply as set out in section 8) and consent will only be granted to designated persons in exceptional circumstances .

Exceptional circumstances includes financial hardship , compulsion by court order and any other circumstances that the approver considers to be exceptional. Financial hardship includes the need to sell WorleyParsons shares to buy a family home or meet other significant family-related expenses.

Personnel and their associates may deal in WorleyParsons shares at any time other than a closed period , provided that they comply with the insider trading laws when they do so and do not otherwise breach any of the prohibitions set out in section 4.

6. PROCESS FOR OBTAINING CONSENT

6.1 Requesting Consent

If a personnel member or his or her associate wishes to:

• deal in WorleyParsons shares during a closed period , except where the dealing is of a kind permitted under section 8;

• engage in a short term dealing , except where the dealing is of a kind permitted under section 8 ; or

• dispose WorleyParsons shares held to meet holding requirements,

that personnel member must obtain consent to do so for him or herself or for his or her associate . Consent can be requested by providing details of the proposed dealing to the relevant person ( approver ) listed in the table below.

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WORLEYPARSONS LIMITED SECURITIES DEALING POLICY

Person seeking consent	Approver
Chairman of the_Board_	Chairman of the Audit and Risk Committee
Directors(other than the Chairman of the_Board_)	Chairman of the_Board_
Designated personnel(other than_directors_)	Chief Executive Officer
All other_personnel_	Company Secretary

The Company Secretary must be copied when the request is submitted. The approver will try to respond to all requests for consent within 48 hours of receiving them. There is no guarantee that consent will be granted. Consent depends on the individual circumstances of each request. Where it is granted, consent may be notified by email or in any other written form.

6.2 Deal within five business days if consent is granted

If consent is granted, the personnel member or associate wishing to deal must do so within five business days of the date on which the consent is given, unless the consent specifies otherwise. Consent is not an endorsement of the proposed dealing . All personnel and their associates remain responsible for their own investment decisions and compliance with both the law and this policy.

7. NOTICE REQUIREMENTS

7.1 Designated personnel

Designated personnel must notify the CEO each time they or their associate s wish to deal in WorleyParsons shares (even if the dealing occurs outside a closed period or is of a kind referred to in section 8). Notice must be provided in advance of the dealing occurring. In addition, designated personnel must provide details of the dealing to the Company Secretary within two business days after that dealing .

7.2 Directors

Directors must notify the Chairman each time they or their associates wish to deal in WorleyParsons shares (even if the dealing occurs outside a closed period or is of a kind referred to in section 8). Notice must be provided in advance of the dealing occurring. If the Chairman or an associate of the Chairman wishes to deal in WorleyParsons shares (even if the dealing occurs outside a closed period or is of a kind referred to in section 8), he or she must notify the Chairman of the Audit & Risk Committee in advance of the dealing occurring.

In addition, director s must notify the Company Secretary each time their notifiable interest, as defined in the listing rules of ASX , in WorleyParsons shares changes. They must do so, so that WorleyParsons can comply with its obligation to notify ASX of changes in a director ’s notifiable interest in WorleyParsons shares within 5 business days after the change occurs.

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8. PERMITTED DEALINGS

This section identifies a number of dealings which do not require consent under section 6, even if they occur during a closed period and even if they are short term dealings , provided that:

• the dealing does not involve a disposal of WorleyParsons shares that are held to meet a holding requirement ; and

• the personnel member or associate complies with the law when undertaking those dealings.

The notice requirements in section 7 must still be complied with following such dealings.

You and your associates may do each of the following at any time:

• apply for WorleyParsons shares or dispose of rights to WorleyParsons shares under a rights issue or share purchase plan (including shares in excess of your or your associate’s entitlement not taken-up by other shareholders);

• accept an offer from WorleyParsons to buy-back WorleyParsons shares on an equal access basis;

• accept a takeover offer for WorleyParsons shares ;

• accept an offer under a scheme of arrangement between WorleyParsons and its shareholders;

• dispose of WorleyParsons shares by transferring them to another person without receiving any payment or other form of compensation in return;

• acquire WorleyParsons shares at any time under a share purchase plan or dividend re-investment plan that WorleyParsons puts in place provided neither you nor your associate:

• entered into or amended your or your associate’s instructions under the plan during a closed period ; and

• are permitted to withdraw from the plan during a closed period , other than in exceptional circumstances .

• transfer WorleyParsons shares between yourself and an associate ;

• acquire WorleyParsons shares under an employee incentive scheme, including by acquiring WorleyParsons shares on the automatic conversion of your vested performance rights;

• deal in WorleyParsons shares in your capacity as trustee of any employee incentive scheme established by WorleyParsons;

• exchange exchangeable shares into ordinary shares in WorleyParsons ; and

• participate in a non-discretionary trading plan provided that the manager of the plan is not your associate and neither:

• you nor your associate enters into, amends or cancels the trading plan during a closed period ; nor

• the trading plan’s terms permit you or your associate to exercise any influence or discretion over how, when or whether to deal in WorleyParsons shares .

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WORLEYPARSONS LIMITED SECURITIES DEALING POLICY

Where you are one of a number of trustees of a trust, the trustees (other than yourself and any trustees who are your associate s) may decide to invest the assets of the trust by dealing in WorleyParsons shares at any time, provided that you are not involved in the decision to deal in the WorleyParsons shares , including not authorizing the execution of or executing documents effecting the dealing and provided that the other trustees comply with the law when doing so.

A fund manager (other than a fund manager who is your associate ) who has investment discretion may invest the assets of a fund or scheme for your benefit by dealing in WorleyParsons shares at any time, provided that the fund manager complies with the law when doing so. Investment discretion means that the fund manager makes all decisions with respect to investing your funds and neither you nor any of your associate s is permitted to exercise or exercises any influence or discretion over how, when or whether to invest your funds.

A lender (who is not your associate ) may deal in WorleyParsons shares that you have provided as security for a margin loan at any time in accordance with the terms of the loan, provided that the lender complies with the law when doing so . If the lender does so when you have inside information , you may still be in breach of insider trading laws or this policy. It is your responsibility to consider carefully the circumstances, if any, in which you provide WorleyParsons shares as security for a margin loan to ensure that this does not occur.

9. LIST OF DEFINED TERMS

Term	Defined in	Term	Defined in
approver	Section 6.1	hedge	Section 4
associates	Section 2.3	inside information	Section 3.2
Board	Section 5	insider trading	Section 3
closed periods	Section 5	investment discretion	Section 8
communicating	Section 3.3	personnel	Section 2.2
dealing	Section 3.3	personnel member	Section 2.2
designated personnel	Section 2.2	price sensitive	Section 3.2
designated personnel member	Section 2.2.	procuring	Section 3.3
directors	Section 2.2	securities	Section 3.1
exceptional circumstances	Section 5	short term dealing	Section 4
family member	Section 2.3	WorleyParsons	Section 2.2
financial hardship	Section 5	WorleyParsons shares	Section 3.1
generally available	Section3.2

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