WORLEY LIMITED — Major Shareholding Notification 2016

Feb 1, 2016

605 page 1/2 15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme WORLEYPARSONS LTD

ACN/ARSN 096 090 158

1. Details of substantial holder(1)

Name BlackRock Group (BlackRock Inc. and subsidiaries named in Annexures

ACN/ARSN (if applicable) to this form)

The holder ceased to be a substantial holder on The previous notice was given to the company on The previous notice was dated	/ / / / / / 29 01 2016 02 12 2015 30 11 2015

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

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
	Annexure A & C

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 scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

4. Addresses

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

	Name		Address
	Annexure B
Signature
	print name	Kayla McGrory		capacity	*Authorised Signatory
	sign here			date	02	/	02	/	2016

• At a meeting of the Board on 22 November 2013, the Directors resolved to approve the delegation of the preparation and lodgement of substantial shareholder notices on behalf of BlackRock Investment Management (Australia) Limited.

605 page 2/2 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure 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 in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

(4) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) 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 the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (5) 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, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is Annexure A of 2 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

Kayla McGrory, Authorised Signatory

02-Feb-16 Date

2. Changes in relevant interests

WORLEYPARSONS LTD (WOR)

Date of Change	Person whose relevant interest changed	Nature of change Consideration given in change (5)	(4) / relation to	Class (6) and number of securities affected	Class (6) and number of securities affected	Person's votes affected
01-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	8,988	8,988
01-Dec-15	BlackRock Investment Management	in specie	n/a	ord	-134,474	-134,474
	(Australia)Limited
02-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-10,135	-10,135
02-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-16,728	-16,728
02-Dec-15	BlackRock Asset Management North	collateral transfer	n/a	ord	24,310	24,310
	Asia Limited
03-Dec-15	BlackRock Fund Advisors	on mkt sell	5.45	ord	-480	-480
03-Dec-15	BlackRock Asset Management North	collateral transfer	n/a	ord	1,039,268	1,039,268
	Asia Limited
04-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-12,162	-12,162
04-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	16,696	16,696
04-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	8,988	8,988
04-Dec-15	BlackRock Asset Management North	collateral transfer	n/a	ord	35,712	35,712
	Asia Limited
07-Dec-15	BlackRock Investment Management	on mkt sell	5.05	ord	-25,344	-25,344
	(Australia)Limited
07-Dec-15	BlackRock Investment Management	on mkt sell	5.05	ord	-15,282	-15,282
	(Australia)Limited
07-Dec-15	BlackRock Investment Management	on mkt buy	5.05	ord	2,235	2,235
	(Australia)Limited
07-Dec-15	BlackRock Fund Advisors	on mkt buy	5.15	ord	4,784	4,784
07-Dec-15	BlackRock Asset Management North	collateral transfer	n/a	ord	-130,612	-130,612
	Asia Limited
08-Dec-15	BlackRock Advisors(UK)Limited	on mkt buy	4.68	ord	20,711	20,711
08-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	1,498	1,498
09-Dec-15	BlackRock Advisors(UK)Limited	on mkt sell	4.69	ord	-36,718	-36,718
09-Dec-15	BlackRock Investment Management	on mkt buy	4.72	ord	7,615	7,615
	(UK)Limited
10-Dec-15	BlackRock Asset Management	on mkt sell	4.58	ord	-36,264	-36,264
	Deutschland AG
10-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-18,243	-18,243
11-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-16,216	-16,216
11-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-6,081	-6,081
11-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-8,108	-8,108
15-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-8,108	-8,108
15-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-10,135	-10,135
17-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	2,247	2,247
17-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-12,162	-12,162
17-Dec-15	BlackRock Institutional Trust	on mkt sell	4.38	ord	-2,345	-2,345
	Company,National Association
17-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	1,434	1,434
17-Dec-15	BlackRock Institutional Trust	on mkt sell	4.38	ord	-3,878	-3,878
	Company,National Association
18-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-12,162	-12,162
21-Dec-15	BlackRock Fund Advisors	on mkt sell	4.45	ord	-65,552	-65,552
21-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-7,972	-7,972
21-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-13,951	-13,951
21-Dec-15	BlackRock Fund Advisors	on mkt sell	4.45	ord	-2,240	-2,240
22-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-69,755	-69,755
23-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-11,958	-11,958
23-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-25,909	-25,909
23-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-35,874	-35,874
29-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	5,992	5,992
29-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-23,916	-23,916
29-Dec-15	BlackRock Fund Advisors	in specie	n/a	ord	-7,972	-7,972

WOR

page 1 of 2

Date of Change	Person whose relevant interest changed	Nature of change Consideration given in change (5)	(4) / relation to	Class (6) and number of securities affected	Class (6) and number of securities affected	Person's votes affected
30-Dec-15	BlackRock Asset Management North	collateral transfer	n/a	ord	-952,247	-952,247
	Asia Limited
31-Dec-15	BlackRock Asset Management	on mkt sell	4.63	ord	-1,640	-1,640
	Canada Limited
31-Dec-15	BlackRock Asset Management North	collateral transfer	n/a	ord	-16,431	-16,431
	Asia Limited
04-Jan-16	BlackRock Fund Advisors	in specie	n/a	ord	-17,937	-17,937
04-Jan-16	BlackRock Fund Advisors	in specie	n/a	ord	-13,951	-13,951
05-Jan-16	BlackRock Advisors(UK)Limited	on mkt sell	4.94	ord	-20,660	-20,660
05-Jan-16	BlackRock Fund Advisors	on mkt buy	4.89	ord	4,212	4,212
07-Jan-16	BlackRock Investment Management	in specie	n/a	ord	-3,707	-3,707
	(UK)Limited
08-Jan-16	BlackRock Advisors(UK)Limited	on mkt sell	4.43	ord	-20,647	-20,647
08-Jan-16	BlackRock Advisors(UK)Limited	on mkt sell	4.44	ord	-20,647	-20,647
08-Jan-16	BlackRock Fund Advisors	in specie	n/a	ord	7,490	7,490
11-Jan-16	BlackRock Investment Management	on mkt buy	4.37	ord	745	745
	(Australia)Limited
12-Jan-16	BlackRock Asset Management	on mkt buy	4.16	ord	12,233	12,233
	Deutschland AG
12-Jan-16	BlackRock Investment Management,	on mkt buy	4.16	ord	15,098	15,098
	LLC
13-Jan-16	BlackRock Asset Management	on mkt sell	4.35	ord	-24,484	-24,484
	Deutschland AG
13-Jan-16	BlackRock Fund Advisors	on mkt buy	4.35	ord	21,892	21,892
14-Jan-16	BlackRock Fund Advisors	on mkt buy	4.24	ord	93,160	93,160
14-Jan-16	BlackRock Fund Advisors	in specie	n/a	ord	-23,916	-23,916
15-Jan-16	BlackRock Asset Management	on mkt sell	4.27	ord	-1,539	-1,539
	Deutschland AG
15-Jan-16	BlackRock Asset Management	on mkt buy	4.27	ord	12,224	12,224
	Deutschland AG
15-Jan-16	BlackRock Investment Management	on mkt buy	8.91	ord	2,785	2,785
	(Australia)Limited
15-Jan-16	BlackRock Advisors(UK)Limited	in specie	n/a	ord	-47,750	-47,750
19-Jan-16	BlackRock Fund Advisors	in specie	n/a	ord	-11,958	-11,958
21-Jan-16	BlackRock Fund Advisors	in specie	n/a	ord	-11,958	-11,958
21-Jan-16	BlackRock Fund Advisors	in specie	n/a	ord	-2,176	-2,176
25-Jan-16	BlackRock Investment Management	on mkt sell	3.73	ord	-19,923	-19,923
	(Australia)Limited
27-Jan-16	BlackRock Fund Advisors	on mkt buy	3.67	ord	12,100	12,100
29-Jan-16	BlackRock Investment Management	on mkt sell	3.39	ord	-132,316	-132,316
	(Australia)Limited
29-Jan-16	BlackRock Investment Management	on mkt buy	3.45	ord	1,199	1,199
	(UK) Limited

WOR

page 2 of 2

Annexure B

This is Annexure B of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

02-Feb-16

Kayla McGrory, Date Authorised Signatory

7. Addresses

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

Name	Address
BlackRock Group
BlackRock Inc.	55 East 52nd Street
	New York NY 10055 USA
BlackRock Advisors (UK) Limited	12 Throgmorton Avenue.
	London, EC2N 2DL,
	United Kingdom
BlackRock Asset Management Canada Limited	161 Bay Street, Suite 2500
	Toronto, Ontario M5J 2S1
	Canada
BlackRock Asset Management Deutschland AG	Max-Joseph-Straße 6
	D-80333 Munich,Germany
BlackRock Asset Management North Asia Limited	16/F Citibank Tower,
	3 Garden Road,
	Central,HongKong
BlackRock Fund Advisors	400 Howard Street
	San Francisco, CA, 94105
	United States
BlackRock Institutional Trust Company, National	1225 17th Street,
Association	Suite 300,
	Denver,CO 80202(Colorado,USA)
BlackRock Investment Management (Australia) Limited	Level 26, 101 Collins Street
	Melbourne VIC 3000
	Australia(Victoria,Australia)
BlackRock Investment Management (UK) Limited	12 Throgmorton Avenue
	London EC2N 2DL
	United Kingdom
BlackRock Investment Management, LLC	1209 Orange Street,
	Wilmington, New Castle County,
	Delaware 19801,United States

WOR

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Annexure C

This is Annexure C of 1 page referred to in form 605 Notice of ceasing to be a substantial shareholder

02-Feb-16 Kayla McGrory, Authorised Signatory Date	02-Feb-16 Kayla McGrory, Authorised Signatory Date
Type of agreement:	Global Master Securities Lending Agreement
Parties to agreement:	Party A - Citigroup Global Markets Limited Party B - HSBC Institutional Trust Services (Asia) Limited
Transfer date:	Refer to Annexure A (transactions identified as collateral transfers)
Holder of voting rights:	BlackRock Asset Management North Asia Limited (as investment manager for the funds)
Are there any restrictions on voting rights? If yes, detail	Yes. Unless otherwise agreed between the parties, the Registered Owner will not exercise any voting rights.
Scheduled return date (if any):	Not applicable.
Does the borrower have the right to return early? If yes, detail	Yes. Upon an Event of Default under the GMSLA, the GMSLA provides, broadly, that both parties payment and delivery obligations will be accelerated and replaced with an obligation of one party to pay a single cash sum to the other determined in accordance with the provisions of the GMSLA (as modified by the Annex). The GMSLA provides that the parties’ right to terminate the Agreement upon notice will not affect the parties’ existing obligations in respect of any outstanding loans of securities. The Annex amended and restricted the Borrower's termination rights – i.e. Borrower may not have the right to terminate and return the borrowed securities - as the Borrower was to borrow the securities issued by it (or its sister company) to provide protection against the insolvency of the issuer and so usual rights of termination in a GMSLA were restricted. Subject to the terms of the relevant Loan, the Borrower, may early terminate a Loan and return Equivalent Securities at any time provided that it “shall cease to have such entitlement if an Act of Insolvency with respect to any Security Issuer or any of the Borrower’s or any Security Issuer’s affiliates has occurred, or any such person takes any steps preparatory to any of the matters which would constitute an Act of Insolvency
Does the lender have the right to recall early? If yes, detail	Yes, at notice.
Will the securities be returned on settlement? If yes, detail any exceptions	Yes.

A copy of this agreement will be provided to WORLEYPARSONS LTD or the Australian Securities and Investments Commission upon request.

WOR page 1 of 1