WORLEY LIMITED — M&A Activity 2019

Apr 25, 2019

Level 15, 141 Walker Street North Sydney NSW 2060 Australia Telephone: +61 2 8923 6866 www.worleyparsons.com WorleyParsons Limited ABN 17 096 090 158

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26 April 2019

ASX Release

WORLEYPARSONS LIMITED

(ASX: WOR)

WorleyParsons commences settlement of acquisition of Jacobs ECR division

WorleyParsons Limited (“WorleyParsons”) (“Company”) today announced it has commenced the final process of completing the transaction to acquire Jacobs Engineering Group Inc.’s (“Jacobs”) Energy, Chemicals and Resources division (“Jacobs ECR”). The Company confirmed it has activated the steps leading to completion and, subject to all conditions precedent being satisfied, expects the acquisition will complete on Friday 26 April 2019 New York time.

On 22 October 2018, WorleyParsons announced it had entered into a binding agreement to acquire the Jacobs ECR division. At that time, a Stock and Asset Purchase Agreement (“SAPA”) was signed. The SAPA has been amended and restated to reflect the parties’ agreement on the details of implementation of the terms of the SAPA and a change in the total consideration being paid to US$3.2 billion (A$4.55 billion). The reduction in consideration from the time of announcement is a result of movement of the WorleyParsons share price affecting the equity component of the consideration. The FY18 Pro Forma EBITDA for Jacobs ECR has increased by US$3m to US$289m based on changes to the scope of the businesses included in the transaction.

As previously announced, upon completion, Jacobs will hold approximately 11.1% of the combined WorleyParsons. Of this approximately 11.1%, 9.9% is subject to being held pursuant to a lock-up for the later of a period of not less than six months from the Closing Date or eight weeks post the final handover of the residual operating infrastructure. In consideration for this and other amendments in the SAPA and implementing documents, the parties have agreed that the remaining approximate 1.2% will not be subject to the lock-up and will be available to Jacobs in accordance with ASX listing rules. There are no other material changes to the SAPA.

WorleyParsons will provide an update to the market by 10:00 AEST Monday 29 April 2019.

For further information, please contact: For media enquiries, please contact: Mark Trueman Mark Gell Group Director Strategy, Planning and Investor Relations Partner, Reputation Edge Ph: +61 2 8456 7256 Ph: +61 419 440 533 investor.relations@worleyparsons.com mgell@reputationedge.com.au www.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, power 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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