WORLEY LIMITED — Major Shareholding Notification 2016

Nov 23, 2016

Lander & Rogers Lawyers

Fax transmission

24 November 2016

To	Market Announcements Office, Australian Securities Exchange Limited	From	Varun Bhatia
Your ref	N/A	Our ref	NSC:VBH:2017898
Fax number	1300 135 638	Total pages	5 including this page
Re	Form 605 Notice of ceasing to be a substantial holder

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Message

Please find enclosed "Form 605 - Notice of ceasing to be a substantial holder" which was sent to Worleyparsons Limited (ACN 096 090 158) today.

Melbourne

Level 12 600 Bourke Street Melbourne VIC 3000 Australia

GPO Box 1842 Melbourne VIC 3001 Australia

DX 370 Melbourne VIC

T+61 3 9269 9000 F +61 3 9269 9001

www.landers.com.au ABN 59 207 240 529

1116404825v1

1. Nov. 2016 12:12 Lander & Rogers No. 0322 $P. 2$

605 Page 1/2 15July 2001

Sales School Control

Form605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company NameSchame	WORLEYPARSONS LIMITED
ACN/ARSN
1. Details of substantial holder (1)
Name ACN/ARSN (if applicable)	VERITAS ASSET MANAGEMENT LLP and the person listed in Annexure A
The holder ceased to be a Substantial holder on	23/11/2016
The previous notice was given to the company on Th previous notice was dated	31/10/2014 30/10/2014
2. Changes in relevant interests

Particulars of each change n, or change in the nature of, relevant Interest (2) of the substantial holder or an associate (3) in voting securities of the compeny or scheme, since
the substantial holder was last required to

Date of change	Person whose relevant interest changed	Nature of change(4)	Consideration given in relation to change(5)	Class(6)and number of securities affected	Person's votes affected
23/11/2016	Veritas Asset Management LLP	Ceasing to be $\overline{a}$ substantial holder in the relevant interest! kofunting shares i		(11, 344, 354) ORDINARY SHARFS	11 344,354 voting shares

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to
voting interests in the company or schame are as fo

Name and ACN/ARSN (if applicable)	Nature of association
Not Applicable

4. Addresses

The addressesof persons named in this form are asfollows:

Name	Address
See Annexure A.

Signature

Print rame	RICHARD GRANT	EXECUTIVE PARTNER
Signhere	lehoffart	capacity date $23 / 11 / 2016$

605 Page 2/2 15July 2001

DIRECTIONS

• If there are a number of substantial holders win similar or related relevant Interests (egg. A Corporation and Its related corporations, or the manager and 0 inustee of an equity trust), the names could be included in an annexue to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out inparagraph 4of the form.
• See the definition of "relevant interest" in sections 608 and 671B (7) of the Corporations Act2001. $\tilde{\mathbf{B}}$
• See the definition of "associate" insection9 of the Corporations Act 2001. $\ddot{\phantom{0}}$
• Include details of: θ
• Any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B (4) applies, a copy of ₿ any documents etting out the terms of any relevant agreement, and a statement by the person gMngfull and accurated etails of any contract, any contract, and a statement of the person gMngfull and accurated etails of any co
• Any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of these D, securities the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or May, 6 become entitled to receive Investmental acquisition. Datalls must be induced even if the benefit is contitional on the happening or not of contingency.
  Details must be included of any benefit paid on behalf of the substant directly to the person from who the relevant interest was acquired.
• The voting shares of acompanyconstituteoneclassunlessdividedintoseparateclasses. 6
• Give details, if appropriate, of the present association and any change nithat associations ince thelast substantial holding bnotice. Ø

and a strong

605GUIDE page 1/1 13 March2000

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 605.

Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging period
Lodging Fee	Nil
Other formsto be Completed	Nil
Additional information	(a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.
	(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.
	(c) The person must give a copy of this notice: (i) within 2 business days after they become aware of the information; or by 9.30 am on the next trading day of the relevant securities exchange after they become (п) aware of the Information if:
	(A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and (B) The person becomes aware of the information during the bid period.
Annexure
s	To make any annexure conform to the regulations, you must I use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 2 show the corporation name and ACN or ARBN 3 number the pages consecutively 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
	5 identify the annexure with a mark such as A, B, C, etc. 6 endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title)
	7 sign and date the annexure The annexure must be signed by the same person(s) who signed the form.

1. Nov. 2016 12:13 Lander & Rogers

advice.

This is Annexure "A" of 1 page referred to in ASIC Form 605 (Notice of ceasing to be a substantial holder)

Signature Ŀ

Name: RICHARD GRANT Position: CHIEF OPERATING OFFICER AND EXECUTIVE PARTNER 22 | 11 | 201 6 Date:

4. ADDRESSES

The names and addresses of persons named in this form are as follows:

NAME	ADDRESS
Veritas Asset Management	90 Long Acre, London WC2E 9RA, United
LLP.	Kingdom