WORLEY LIMITED — Major Shareholding Notification 2017

Nov 26, 2017

SJD\EZHA\1000008690 Our ref: Partner: Sarah Dulhunty Direct line: +61 2 9258 6643 sarah.dulhunty@ashurst.com Email:

27 November 2017

BY ELECTRONIC LODGEMENT

Company Announcements ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Ashurst Australia Level 11 5 Martin Place Sydney NSW 2000 Australia

GPO Box 9938 Sydney NSW 2001 Australia

Tel +61 2 9258 6000 Fax +61 2 9258 6999 DX 388 Sydney www.ashurst.com

Dear Sir/Madam

Notice of Change of Interests of Substantial Holder - WorleyParsons Limited ACN 096 090 158

We act for Dar Al-Handasah Consultants Shair and Partners Holdings Ltd and its related bodies corporate (Dar Group).

Dar Group previously disclosed in ASIC Form 604 (Notice of change of interests of substantial shareholder) in relation to WorleyParsons Limited ACN 096 090 158 (WorleyParsons) given to ASX on 12 April 2017 that:

• it had voting power in 37,407,686 ordinary shares in WorleyParsons (Shares) comprising $(a)$ 15.15% of the issued Shares; and
• Samurai Investments, a related body corporate had entered into a cash-settled equity swap $(b)$ with Citiqroup Global Markets Australia Pty Limited (Citi), which as at the date of that notice related to a notional 11,706,269 Shares (equivalent to approximately 4.74% of the issued Shares) (Citi TRS) which did not confer a relevant interest on Dar Group.

On behalf of Dar Group, we enclose a further ASIC Form 604 (Notice of change of interests of substantial shareholder) in relation to WorleyParsons advising of a movement in its substantial holding by reason of:

• the acquisition on-market of 878,579 Shares between 10 November 2017 and 24 November $(a)$ 2017 (64,575 of such Shares being yet to settle);
• the acquisition off-market of 7,500,532 Shares on 27 November 2017 which are yet to $(b)$ settle; and
• Samurai Investments and Citi having now agreed to amend the Citi TRS to include an option $(c)$ for physical settlement with respect to a notional 4,775,385 Shares (equivalent to approximately 1.75% of the Shares currently on issue).

As a result:

• Dar group now has a relevant interest in 54,302,951 Shares comprising 19.90% of the $(a)$ issued Shares; and
• $(b)$ Samurai Investments, a related body corporate, has a cash-settled equity swap with Citigroup Global Markets Australia Pty Limited, which as at the date of this notice relates to a notional 8,101,511 Shares (equivalent to approximately 2.97% of the issued Shares) which does not confer a relevant interest on Dar Group.

Yours faithfully

ABlust Astralian

Ashurst Australia

ashrst

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	WorleyParsons Limited
ACN/ARSN 096 090 158
1. Details of substantial holder (1)
Name		Dar Al-Handasah Consultants Shair and Partners Holdings Ltd
ACN/ARSN (if applicable)	N/A
		This notice is given by Dar Al-Handasah Consultants Shair and Partners Holdings Ltd, a company incorporated in DIFC (Dar), each of its related bodies corporate set out in Annexure A (each a Dar Group Company and together the Dar Group Companies) and Talal Shair.
There was a change in the interests of the
substantial holder on		27/11/2017
The previous notice was given to the company on		12/04/2017
The previous notice was dated		12/04/2017

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares 37,407,686 (Shares)		15.15%	54.302.951	19.90%

Note: As disclosed in the Form 603 (Notice of initial substantial holder) of the Dar Group Companies and Talal Shair dated 1 March 2017, Samurai Investments, a Dar Group Company, entered into a cash-settled equity swap with Citigroup Global Markets Australia Pty Limited (Citi) which as at the date of that notice related to a notional 11,706,269 Shares (equivalent to approximately 4.74% of the Shares on issue as at 1 March 2017) (Citi TRS). As a result of the Entitlement Offer announced by WorleyParsons on 9 October 2017 there was an increase to the number of notional Shares to 12,876, approximately 4.72% of the Shares on issue on 18 October 2017). Samurai Investments and Citi have now agreed to amend the Citi TRS such that the cash-settled portion of the swap now relates to a notional 8,101,511 Shares (equivalent to approximately 2.97% of the Shares currently on issue) (Remaining Notional Shares). The Citi TRS does not giv Annexure B.

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate 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 $(6)$	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
18/10/2017	Dar	Relevant interest arises under section 608(1) of the Corporations Act 2001 (Cth) (Corporations Act) as a result of the acquisition of Shares pursuant to the pro rata accelerated non- Irenounceable entitlement loffer announced to ASX on 9 lOctober 2017.	\$13.00 per Share	1,530,000 Shares	1,530,000
	Dar Group Companies	Each Dar Group Company has la relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	lAs above	lAs above
	Talal Shair	Talal Shair has a relevant linterest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	lAs above

18/10/2017	Dar Al-Handasah Consultants Shair and Partners Holdings Ltd (Jersey) ( Dar Jersey)	Relevant interest arises under section 608(1) of the Corporations Act as a result of the acquisition of Shares pursuant to the pro rata accelerated non- renounceable entitlement offer announced to ASX on 9 October 2017.	\$13.00 per Share	2,210,769 Shares	2,210,769
	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	lAs above	As above
	Dar Jersey	Relevant interest arises under section 608(1) of the Corporations Act as a result of \$14.86 per Share lon-market acquisition.		86,741 Shares	86.741
10/11/2017	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	lAs above	As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	lAs above	As above
	Dar Jersey	Relevant interest arises under section 608(1) of the Corporations Act as a result of \$15.27 per Share on-market acquisition.		59,332 Shares	59,332
13/11/2017	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Dar Jersey	Relevant interest arises under section 608(1) of the Corporations Act as a result of \$15.01 per Share on-market acquisition.		120,172 Shares	120,172
14/11/2017	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Coroorations Act.	As above	As above	As above
	Dar Jersey	Relevant interest arises under section 608(1) of the Corporations Act as a result of \$14.40 per Share on-market acquisition.		252,840 Shares	252,840
15/11/2017	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	lAs above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Dar Jersey	Relevant interest arises under (section 608(1) of the Corporations Act as a result of \$14.34 per Share on-market acquisition.		150,184 Shares	150,184
16/11/2017	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has la relevant interest in the Shares by virtue of section [608(3) of the Corporations Act.	As above	As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
17/11/2017	Dar Jersey	Relevant interest arises under section 608(1) of the Corporations Act as a result of \$14.54 per Share on-market acquisition.		36,291 Shares	36,291
	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above

	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the	As above	As above	As above
	Dar Jersey	Corporations Act. Relevant interest arises under section 608(1) of the Corporations Act as a result of on-market acquisitions.	\$14.61 per Share	41,390 Shares	41,390
21/11/2017	Dar Group Companies	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Dar Jersey	Relevant interest arises under section 608(1) of the Corporations Act as a result of \$14.74 per Share on-market acquisition.		67,054 Shares	67.054
22/11/2017	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	lAs above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Dar Jersey	Relevant interest arises under sections 608(1) and 608(8) of the Corporations Act as a result of on-market acquisition.	\$14.94 per Share	45.885 Shares	45.885
23/11/2017	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	lAs above	As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Dar Jersey	Relevant interest arises under sections 608(1) and 608(8) of the Corporations Act as a result of on-market acquisition.	\$14.86 per Share	18,690 Shares	18,690
24/11/2017	Dar and Dar Group Companies (other than Dar Jersey)	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act. Relevant interest arises under	As above	As above	As above
27/11/2017	Samurai Investments	section 608(8) of the Corporations Act, being a relevant interest under the Citi TRS with an option for physical settlement with respect to a notional 4,775,385 Shares. A copy of the amended Citi TRS is set out in Annexure B.	Refer to Annexure B	4,775,385 Shares	4,775,385
	Samurai Investments) of section 608(3) of the	Dar and each Dar Group Dar and Dar Group Company have a relevant Companies (other than interest in the Shares by virtue As above Corporations Act.		As above	As above
	Talal Shair	Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above	As above
27/11/2017	Dar	Relevant interest arises under sections 608(1)(c) and 608(8) of the Corporations Act as a result of off-market acquisition that is yet to settle (Off- market Acquisition).	\$15.50 per Share	7,500,532 Shares	7,500,532
	Dar Group Companies	Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	lAs above	As above

	Talal Shair	Talal Shair has a relevant linterest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	IAs above	IAs above

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Dar Jersey			Relevant interest under section 608(1) of the Corporations Act as registered holder of the Shares.	25,132,459 Shares	25,132,459
Dar, each Dar Group Company (other than Dar Jersey) and Talal Shair	Dar Jersey	Dar Jersey	Dar, each Dar Group Company (other than Dar Jersey) and Talal Shair have a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	lAs above
Dar Jersey	Various persons who have sold Shares to Dar	Dar Jersev	Relevant interest under sections 608(1) and 608(8) of the Corporations Act by reason of purchasing the Shares pursuant to on- market acquisitions that are yet to settle.	64 575 Shares	64,575 Shares
Dar, each Dar Group Company (other than Dar Jersey) and Talal Shair	Jersey pursuant to on-market acquisitions		Dar, each Dar Group Company (other than Dar Jersey) and Talal Shair have a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	lAs above
Dar			Relevant interest under section 608(1) of the Corporations Act as registered holder of the Shares.	16,830,000 Shares	16.830,000
Each Dar Group Company and Talal Shair	Dar	Dar	Each Dar Group Company and Talal Shair have a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above
Samurai Investments	Unknown	Samurai Investments	Relevant interest under section 608(8) of the Corporations Act, being a relevant interest under the Citi TRS with an option for physical settlement with respect to a notional 4,775,385 Shares.	4,775,385 Shares	4,775,385
Dar, each Dar Group Company (other than Samurai Investments) land Talal Shair			Dar, each Dar Group Company (other than Samurai Investments) and Talal Shair have a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above
Dar	Vendor who has Off-market Acquisition	sold Shares to Dar Dar (subject to settlement of the Off-market Acquisition)	Relevant interest under sections 608(1)(c) and 608(8) of the Corporations Act by reason of purchasing 7,500,532 Shares the Shares pursuant to the Off-market Acquisitions that are yet to settle.		7,500,532
Each Dar Group Company and Talal Shair			Each Dar Group Company and Talal Shair have a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act.	As above	As above

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) 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
Dar Al-Handasah Consultants Shair & Partners (Ivory Coast)	Became associates of Dar and each Dar Group Company
Maffeis Inc	Became associates of Dar and each Dar Group Company
Maffeis Engineering Gmbh	Became associates of Dar and each Dar Group Company
Maffels Engineering (UK) Ltd	Became associates of Dar and each Dar Group Company
Maffeis Engineering Pty Ltd (ACN 616 835 664)	Became associates of Dar and each Dar Group Company
Sichuan ZhongDi Prolect Supervision Co.	Became associates of Dar and each Dar Group Company
Oar Al Handasah Consultants (Shair & (Partners)	Became associates of Dar and each Dar Group Company
Maffeis Engineering Pty Ltd	Became associates of Dar and each Dar Group Company
Integral Group Consulting Engineers Pty Ltd (ACN: 618 557 672)	Became associates of Dar and each Dar Group Company
150 Holbom Real Estate Ltd	Became associates of Dar and each Dar Group Company
Dar 150 Holborn Development Ltd	Became associates of Dar and each Dar Group Company
KBJ Architects, LLC	Became associates of Dar and each Dar Group Company
Sink Combs Dethlefs	Became associates of Dar and each Dar Group Company
Sweett (France) SAS	Ceased to be controlled by Dar or any Dar Group Company
Burns Bridge UAE Pty Ltd	Ceased to be controlled by Dar or any Dar Group Company
Dar Planning & Management Ltd	Ceased to be controlled by Dar or any Dar Group Company

6. Addresses

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

Name	Address
Dar, each Dar Group Company and	C/- Dar Al-Handasah Consultants Shair and Partners Holdings Ltd, Office No. 2401, Index
ÍTalal Shair	Tower, Dubai International Financial Centre, Sheikh Zayed Road, Dubai, United Arab Emirates,

Signature

print name	HUSSEIN-TEY MOUR SALAAM	capacity	Authorised signatory
sign here		date	27/11/2017

DIRECTIONS

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 ann $(1)$

$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001,

• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $\overline{(3)}$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ any felevant agreement or other chodinatances because or which the change in relevant merest boomball marked. In subsequent or retry applies, a copy
  of any document setting out the terms of any relevant agreement, and a st
• 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 $(b)$ 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.

• 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 m $(7)$ contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they contingency. Details must be included on any benefit paid on beha are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• $(9)$ 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 7 pages to the Form 604 (Notice of change of interests of substantial holder) signed by me and dated 27 November 2017

T
(Husseln Teymour Salaam)]
Authorised signatory for Dar Name:

Date: 27/11/2017
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Annexure B

This is Annexure B of $~2^\circ$ pages to the Form 604 (Notice of change of interests of substantial holder) signed by me and dated 27 November 2017

Name: [Hulssein Teymour Salaam]
Authorised signatory for Dar

Date: 27/11/2017

Citigroup Centre
2 Park Street Sydney NSW 2000 Australia

Supplemental Confirmation

Date: 27 November, 2017 To: Samurai Investments From: Citigroup Global Markets Australia Pty Limited Telephone: +61 2 8225 4522 Facsimile: +61 2 8225 5206 Email: treas.confirm@citi.com

The purpose of this supplemental confirmation (Supplemental Confirmation) is to confirm with effect from the Trade Date (specified below) the terms and conditions of the Transaction entered into between Citigroup Global Markets Australia Pty Limited (Party A) and Samurai Investments (Party B) on the Trade Date specified below.

This letter confirmation amends and restates the supplemental confirmation originally entered into between the parties on 10 October, 2017. This Supplemental Confirmation supplements forms part of and is subject to the Master Confirmation originally entered into between the parties on 19 January, 2017, as amended and/or supplemented in writing from time to time (the Master Confirmation), and replaces any previous supplemental confirmation. Capitalised terms used but not defined herein shall have the meanings specified in the Master Confirmation.

The following shall govern the Transaction to which this Supplemental Confirmation relates:

Trade Date: Relevant Period End Date: Number of Shares: Equity Notional Amount: Initial Price: Initial Exchange Amount:

23 January, 2017 23 January, 2018 12, 876, 896 AUD 120,395,015.17 AUD 9.3497 AUD 120,395,015.17

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us.

Yours faithfully,

For and on behalf of For and on penalt on
Citigroup Global Markets Australia Pty Limited
By: Manne: LUHE RAWDELL Name
Title: LUHE RAWDELL Title Name: Title: Title MANAGINY OIR

MARK WOODRUFE

MANALINIL DIFFLTOR.

Confirmed as of the date first written above: Samurai Investments

By: T. S. By: By:
Name: HUSSEIN TEYMOUR SACA Name:
Title: DIRECTOR

MICHAEL HELOU

Citigroup Global Markets Australia Pty Limited ABN 64 003 114 832 and AFSL 240992
Participant of the ASX Group and Chi-X Australia

27 November 2017

Dear Sir.

Share Swap Transaction

The purpose of this letter agreement (this Master Confirmation) is to confirm the terms and conditions of certain transactions entered into between Citigroup Global Markets Australia Pty Limited (ABN 64 003 114832) (Party A) and Samurai Investments (Party B) from time to time (each a Transaction and collectively the Transaction). The Transaction shall be evidenced by a supplemental confirmation substantially in the form of Annex A hereto, with any modifications agreed to by the parties (a Supplemental Confirmation), as replaced from time to time to reflect changes in the Number of Shares and the Equity Notional Amount in accordance with the provisions set out in this Master Confirmation.

This letter amends and restates the confirmation originally entered into between the parties on 19 January, 2017 (as amended and/or supplemented in writing from time to time), so as to permit Party B to elect for Physical Settlement to apply to a Fixed Number of Shares (as defined below) in respect of the Transaction, governed by this Master Confirmation, subject to the conditions specified in this Master Confirmation and to otherwise amend the terms of each Transaction so as to be on the terms of this Master Confirmation (this Amendment, as of the date that Party A and Party B execute this Amendment (such date, the Amendment Date)).

Unless otherwise agreed by the parties, Party A must prepare each Supplemental Confirmation in accordance with the terms set out herein. Each Supplemental Confirmation may be exchanged between the parties by email.

Each Transaction will be arranged by Party A. Unless specified herein, information about the time of dealing and the amount or basis of any charges shared with any third party in connection with the Transaction will be made available on request, provided that Party A may only share such information with any third party to the extent required by law.

This Master Confirmation, as supplemented and/or amended by the then applicable Supplemental Confirmation, constitutes a "Confirmation" as referred to in the Agreement specified below. In the event of any inconsistency between this Master Confirmation and a Supplemental Confirmation, such Supplemental Confirmation shall govern. Each Confirmation will be governed by and construed in accordance with New South Wales law.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the Equity Definitions, or the Definitions), in each case as published by the International Swaps and Derivatives Association, Inc. are incorporated into each Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and any Confirmation, such Confirmation will govern. References herein to a "Transaction" shall be deemed to be references to a "Swap Transaction" for the purposes of the 2006 Definitions and an "Equity Swap Transaction" for the purposes of the Equity Definitions.

Each Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which such Confirmation relates and replaces any previous agreement between the parties with respect to the subject matter thereof. Party A and Party B agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA 2002 Master Agreement (the ISDA Form) and Schedule to the ISDA 2002 Master Agreement (together, the Agreement) with such modifications as Party A and Party B will in good faith agree as soon as practicable after the date of this Master Confirmation.

Upon execution by Party A and Party B of the Agreement, each Confirmation will supplement, form part of, and be subject to the Agreement. All provisions contained or incorporated by reference in the Agreement upon its execution will govern each Confirmation.

Until we execute and deliver that Agreement, each Confirmation, together with all other documents referring to the ISDA Form confirming the Transaction to which such Confirmation relates, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement on the Trade Date of the first such Transaction between us in such form with the Schedule thereto, specifying that:

• $(i)$ the governing law is New South Wales law;
• $(ii)$ the Termination Currency is Australian Dollars;
• $(iii)$ incorporating the addition to the definition of "Indemnifiable Tax" contained in (page 49 of) the ISDA "Users Guide to the 2002 ISDA Master Agreement";
• incorporating any other modifications to the ISDA Form specified below; $(iv)$
• $(v)$ specifying that Automatic Early Termination is not applicable to either party;
• $(vi)$ the definition of Close-out Amount in section 14 is amended by adding the following at the end of the definition: "A Close-out Amount is not required to be the market value of the Terminated Transaction or group of Terminated Transactions and, subject to Section 6(e)(ii)(3), the Determining Party is not obliged to use mid-market quotations or mid-market valuations in determining a Close-out Amount.";
• $(vii)$ each party consents to the other party providing information about it (including information about its trading and financial position) to a trade repository (whether located in Australia or in a foreign country) but only to the extent required by law. Each party agrees to obtain any other consent necessary to permit the other party to make such disclosures to trade repositories where such disclosure is required by law. The reference to "trade repository" includes a derivative trade repository as defined under the Corporations Act 2001 (Clth) (Corporations Act);
• $(viii)$ specifying that the provisions of the 2002 Master Agreement Protocol with Annexure 1-18 (inclusive) published by the International Swaps and Derivatives Association, Inc. on 15 July 2003, will be incorporated into this Confirmation as if set forth in full herein:
• $(ix)$ specifying that the definitions and provisions contained in the Attachment to the ISDA 2012 FATCA Protocol as published by the International Swaps and Derivatives Association, Inc. on August 15, 2012, are incorporated into and apply to the Agreement as if set forth in full herein; and
• the condition precedent in Section $2(a)(iii)(1)$ does not apply to a payment or delivery owing by $(x)$ a party if the other party has satisfied in full all its payment and delivery obligations under Section 2(a)(i) and Section 9(h) and has no future payment or delivery obligations, whether absolute or contingent, under Section 2(a)(i) or Section 9(h).

In the event of any inconsistency between any Confirmation and the terms of the Agreement, such Confirmation will prevail for the purpose of the relevant Transaction.

1. The terms of any Transaction to which this Confirmation relates are as follows:

General Terms:

Transaction Type:	Share Swap Transaction
Trade Date:	As specified in the Supplemental Confirmation
Effective Date:	A date being one Settlement Cycle following the Trade Date,

provided that if such date is not also a Currency Business Day, the next following Currency Business Day. Termination Date: The earlier of: the final Cash Settlement Payment Date or the $(i)$ Settlement Date (as applicable); and $(ii)$ the date on which the Calculation Agent determines that the Equity Notional Amount has been reduced to zero and no further amounts are, or may become, payable thereafter by either party under the Transaction. Shares: Ordinary fully paid shares in WorleyParsons (Bloomberg Ticker: WOR AU (the Issuer). RI Code: WOR.AX Exchange(s): Australian Securities Exchange, or any successor to such exchange or quotation system. Related Exchange(s): All Exchanges Calculation Agent: Party A; provided that, in the case of an Event of Default with respect to Party A, Party B may elect to become the Calculation Agent, or to appoint a third party, nationally recognised equity derivatives dealer as the Calculation Agent and the parties will use good faith efforts to execute any appropriate documentation required by such replacement Calculation Agent. The Calculation Agent will, upon request by Party B, provide a written explanation of any calculation, determination or adjustment made by it including, where applicable, a description of the methodology and the basis for such calculation, determination or adjustment in reasonable detail (it being understood that the Calculation Agent will not be obligated to disclose any proprietary models used by it for such calculation, determination or adjustment). Entry Commission: Party B will pay to Party A an Entry Commission in an amount agreed between them in relation to this Transaction on the Trade Date, unless otherwise agreed with Party A. Exit Commission: Party B will pay to Party A an Exit Commission in an amount separately agreed between them on each relevant Cash Settlement Payment Date or the Settlement Date (as applicable). Initial Exchange Amount: Payment of Initial Exchange Party B shall pay to Party A the Initial Exchange Amount on the Amount: Initial Exchange Date. Initial Exchange Amount: In respect of the Initial Exchange Date under paragraph (a) of the definition of "Initial Exchange Date" falling on the Trade Date, that amount specified in the Supplemental Confirmation being an amount equal to the product of (i) the Number of Shares multiplied by (ii) the Initial Price.

In respect of an Initial Exchange Date under paragraph (b) of the

definition of "Initial Exchange Date", an amount in AUD, as specified in the relevant Increase Confirmation.

Initial Exchange Date:	(a)	19 January, 2017 unless otherwise agreed between Party A and Party B, in which case the relevant date will be that which is agreed between Party A and Party B; and
	(b)	in respect of each Increase Date, the date specified in the relevant Increase Confirmation.
Final Exchange Amount:
Payment of Final Exchange Amount:		Party A shall pay to Party B the Final Exchange Amount on the Final Exchange Date.
Final Exchange Amount:		The Number of Shares multiplied by the Initial Price.
Final Exchange Date:	applicable).	The final Cash Settlement Payment Date or the Settlement Date (as
Equity Amounts Payable:
Equity Amount Payer:	Party A
Number of Shares:		As specified in the Supplemental Confirmation.
	Confirmation.	The parties shall not enter into a Supplemental Confirmation if the Number of Shares would as a result of such Supplemental Confirmation exceed the Maximum Number of Shares (as defined below) or fall below zero. The Number of Shares specified in any Supplemental Confirmation will also be adjusted to reflect any other decreases in the Number of Shares pursuant to the terms of this
Relevant Period End Date:		As specified in the Supplemental Confirmation.
Maximum Number of Shares:	at that time.	At any time, a number of Shares equal to 4.72% of the issued Shares
Daily N:	Date.	In relation to an Averaging Date falling in a Final Reference Period, up to 20% of VWAP Volume on such date (as determined by the Calculation Agent), rounded down to the nearest whole number of Shares; provided however that on the last Averaging Date of the Final Reference Period, if the Number of Shares remaining after deducting the total number of Shares in respect of the Transaction considered to have been unwound earlier in the Final Reference Period is less than 20% of VWAP Volume, such number of Shares remaining on such last Averaging
VWAP Volume:	"Close	The Custom Bloomberg VWAP Volume (excluding all trade condition codes except for "Normal", "Open Auction Trade" and Auction Trade") as listed on Bloomberg Page "WOR AU EQUITY VWAP", or any replacement or successor page, for the period between 10.00am and 4.15pm (or such later time as the Exchange may set the closing rotation for the Shares on

	such day).
Equity Notional Amount:		As specified in the Supplemental Confirmation.
Equity Notional Reset:		Not Applicable
Type of Return:		Total Return
Initial Price:		As specified in the Supplemental Confirmation.
		However, if the Number of Shares has been increased pursuant to the section entitled "Increases" below, the Initial Price shall be adjusted each time the Number of Shares is increased to a price equal to the sum of:
		(A) Initial Price immediately before the relevant increase in the Number of Shares occurred multiplied by the Number of Shares immediately prior to the increase (taking into account the effect of any previous increases); plus
		(B) Initial Price for the Increase Shares (as specified in the Increase Confirmation) multiplied relevant by the Increase Shares (as specified in the relevant Increase Confirmation),
		with the resultant number divided by the aggregate Number of Shares following the relevant increase.
Final Price:	(A)	In respect of the Valuation Date after the Final Reference Period, the Relevant Price; or
	(B)	In respect of a Valuation Date in connection with the exercise of an Optional Early Termination effected in accordance with paragraph 2 of this Confirmation (an OET), the price per Share the subject of the OET (each such Share being a Decrease Share) as determined in accordance with the Agreed Parameters in relation thereto or as otherwise agreed between the parties.
Valuation Time:		As provided in Section 6.1 of the Equity Definitions
Averaging Dates:	(A)	In connection with the determination of the Relevant Price, each of the Scheduled Trading Days during the period from (and including) the Relevant Period End Date to (and including) the earliest Scheduled Trading Day on which the aggregate Daily N over such period equals the Number of Shares in effect on day immediately prior to the Relevant Period End Date (the Final Reference On each Averaging Date during the Final Period). Reference Period, the Calculation Agent must notify Party B of the Daily N on that Averaging Date. The Calculation Agent must confirm the completion of the Final Reference Period on the first Scheduled Trading Day after the end of the Final Reference Period; and
	(B)	In connection with an OET, each of the Scheduled Trading Days (or such other days if required pursuant to

the relevant Agreed Parameters) determined accordance with the Agreed Parameters in respect of that OET (the OET Reference Period). On each Averaging Date during the OET Reference Period, the Calculation Agent must notify Party B of the Daily N on that Averaging Date. The Calculation Agent must confirm completion of the OET Reference Period on the first Scheduled Trading Day after the end of the OET Reference Period.

Averaging Date Disruption: Modified Postponement. Valuation Date: If Cash Settlement is applicable: $(A)$ In respect of each OET, the first Scheduled Trading Day falling after the related OET Reference Period; and $(B)$ The first Scheduled Trading Day falling after the Final Reference Period. If Physical Settlement is applicable: $(A)$ the first Scheduled Trading Day after the Relevant Period End Date; and $(B)$ in respect of an OET, the Scheduled Trading Day falling three (3) Exchange Business Days prior to the Settlement Date. Relevant Price: Subject to provisions of Averaging Date Disruption, the price per Share determined by the Calculation Agent in accordance with the formula below calculated by reference to an Averaging Date: (A) Daily N; multiplied by (B) VWAP, aggregated for each Averaging Date with the resultant aggregate number divided by the Number of Shares in effect on the day immediately prior to the Relevant Period End Date. VWAP: The volume weighted average price of the Shares being the Custom Bloomberg VWAP (excluding all trade conditions codes, except for "Normal", "Open Auction Trade" and "Close Auction Trade") as listed on Bloomberg Page "WOR AU EQUITY VWAP", or any replacement or successor page for the period between 10:00am and 4.15pm (or such later time as the Exchange may set for the closing rotation for the Shares on such day) on an Averaging Date. Increases: Increase Request: Party B may, at any time after the Trade Date and prior to the Relevant Period End Date, notify Party A that it wishes to increase the Equity Notional Amount by increasing the Number of Shares (an Increase Request). The parties will promptly negotiate in good faith to agree the parameters of the Increase Request (which request may be given via email).

$\bar{\gamma}$

Increase Date:	As specified in the relevant Increase Confirmation.
Increase Shares:	As specified in the relevant Increase Confirmation.
	Notwithstanding anything to the contrary contained in this Master Confirmation or in the Agreement, any Increase Shares must not cause the Number of Shares for the Transaction to exceed the Maximum Number of Shares (as defined above) and must be in respect only of that portion of the Transaction relating to Cash Settlement Component (as defined below).
Equity Notional Increase Amount:	An amount equal to the product of:
	(i) the Increase Shares; and (ii) the Initial Price in respect of the Increase Shares,
	each, as specified in the relevant Increase Confirmation.
Consequences of Increase:	Following (and subject to) agreement of an Increase Request, Party A must on the Increase Date (as specified in the relevant Increase Confirmation), deliver to Party B a confirmation in the form of Annex B (each an Increase Confirmation) in respect of the relevant increase in the Equity Notional Amount. Each Increase Confirmation must accurately reflect the agreement reached between Party A and Party B in respect of the relevant Increase Request.
	On the Currency Business Day immediately following each Increase Date, Party A must deliver to Party B a Supplemental Confirmation in respect of the Transaction taking into account the increase in the Number of Shares and the Equity Notional Amount, which shall replace the Supplemental Confirmation which was in effect immediately prior to such delivery and which must accurately reflect the relevant Increase Confirmation.
	Such revised Supplemental Confirmation shall be deemed to take effect on the Supplemental Trade Date specified in the Supplemental Confirmation and shall not require any acknowledgment (by execution or otherwise) by Party B in order to become effective, provided that the Supplemental Confirmation accurately reflects the relevant Increase Confirmation.
Settlement Terms:
Settlement Method Election:	Applicable.
	For the purpose of Section 7.1 of the Equity Definitions, both Cash Settlement and Physical Settlement will apply to this Transaction. However, Physical Settlement will apply only in respect of a number of Shares (being a whole integral) and not exceeding the Fixed Number of Shares (as defined below) provided in this Master Confirmation) (the Physical Settlement Component) and Cash Settlement will apply in respect of the balance of the Number of

Shares (the Cash Settlement Component) and the Equity
Definitions will be construed accordingly. The Cash Settlement Component of this Transaction will be equal to the Maximum Number of Shares less a number of Shares equal to the Fixed Number of Shares at that time, being an amount equal to 2.98 per

cent. of the issued Shares.

Electing Party:	Party B
Settlement Method Election Representations:	Any Settlement Method Election notice specifying a Physical Settlement Component shall only be valid if it contains the following representations and warranties of Party B in its capacity as the Electing Party:
	(a) as of the date of the Settlement Method Election notice, Party B acknowledges and represents that neither it nor, to the best of its knowledge, any individual who is its officer, member, director or employee who has knowledge of the Transaction (a "Relevant Individual") (i) is in possession of any material non-public information, howsoever defined under all applicable laws and regulations in each relevant jurisdiction (including, but not limited to, Australia) regarding the Shares, and/or (ii) at any time up until immediately after termination of the Transaction, will not be engaged in market manipulation or in insider dealing under any applicable legislation in any relevant jurisdiction (including, but not limited to, Australia); and
	(b) as of the date of the Settlement Method Election notice, Party B repeats all of its representations, warranties and acknowledgements contained in this Agreement, the Master Confirmation and the related Supplemental Confirmations.
Fixed Number of Shares:	At any time, 1.75 per cent. of the issued Shares.
Settlement Method:	Cash Settlement, unless Party B has elected for Physical Settlement to apply to the Physical Settlement Component of the Transaction by notice to Party A on or before the Settlement Method Election Date, in which case Physical Settlement will apply to the Physical Settlement Component of the Transaction.
Settlement Method Election Date:	The date falling five (5) Exchange Business Days prior to the Relevant Period End Date or, in connection with an OET, the date the Early Termination Notice is received by Party A in accordance with paragraph 2 of this Master Confirmation.
Settlement Currency:	AUD
Cash Settlement Payment Date:	The date falling three (3) Exchange Business Days following a Valuation Date.
Physical Settlement:	Applicable, in accordance with section 9.3 of the Equity Definitions solely if Party B specifies Physical Settlement is applicable in accordance with the terms of this Master Confirmation.
Number of Shares to be Delivered:	The Fixed Number of Shares in accordance with the terms of this Master Confirmation
Settlement Date:	The earlier to occur of:
	(A) the date falling five (5) Exchange Business Days following the Valuation Date; or,

	(B) in connection with a reduction in the Number of Shares and an an OET, the date specified as the Settlement Date in the Early Termination Notice, provided that it must be a Scheduled Trading Day falling not less than five (5) Exchange Business Days after the date the Early Termination Notice is received by Party A,
	in each case, unless a shorter time period is otherwise agreed with Party A. If a Settlement Disruption Event occurs on any such date, the Settlement Date will be such later date as is determined by the Calculation Agent pursuant to Section 9.4 of the Equity Definitions.
Dividends:
Dividend Period:	Second Period
Dividend Amount:	The Record Amount, after making any withholding or deduction of taxes, if applicable, multiplied by the Number of Shares in effect on the date on which the Shares commence trading on an ex-dividend basis on the Exchange. The Number of Shares shall be subject to adjustment by the Calculation Agent where the Shares are trading on an ex- dividend basis on the Exchange on any day which is an Averaging Date, in order to take account of the Daily N in respect of that Averaging Date.
Dividend Payment Date:	The Dividend Receipt Date (or if such day is not a Currency Business Day, the Currency Business Day immediately following such day).
	For the avoidance of doubt, on each Dividend Payment Date the Equity Amount Payer will pay to the Equity Amount Receiver the relevant Dividend Amount (if any) owed by such Equity Amount Payer on that Dividend Payment Date.
Dividend Receipt Date:	Means the date falling one (1) Currency Business Day immediately following the date of receipt of a dividend of the Issuer by holders of record.
Re-investment of Dividends:	Inapplicable.
Share Adjustments:
Method of Adjustment:	Calculation Agent Adjustment.
	Without limitation, a "Potential Adjustment Event" includes a buy-back or redemption of Shares, howsoever funded, by the Issuer.
Extraordinary Events:
Extraordinary Dividend:	As determined by the Calculation Agent, any "special" cash or non-cash dividend with respect to the Shares which is, by its terms or declared intent, declared and paid outside the normal operations or normal dividend procedures of the Issuer; provided that, in all cases, the related date on which the Shares commence trading ex- dividend on the Exchange occurs during the Dividend Period

Rights Issues:	If the existing holders of Shares would be entitled to exercise any rights to have issued to them additional Shares (a Rights Issue), then, Party A will promptly consult with Party B in good faith to determine a mutually acceptable approach in relation to such rights, which may include an adjustment to the terms of the Transaction (or a part thereof) as though the applicable Rights Issue constituted a Potential Adjustment Event. For the avoidance of doubt, such adjustment shall take into account any withholding or deduction of taxes, if applicable, in relation to the dividend in respect of the Shares.
Consequences of Merger Events:
Share-for-Share:	Calculation Agent Adjustment
Share-for-Other:	Calculation Agent Adjustment
Share-for-Combined:	Calculation Agent Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers:
Share-for-Share:	Calculation Agent Adjustment
Share-for-Other:	Calculation Agent Adjustment
Share-for-Combined:	Calculation Agent Adjustment
Composition of Combined Consideration:	Not applicable
Nationalisation, Insolvency or De-listing:	Cancellation and Payment
Determining Party:	For all Extraordinary Events Party A. The Determining Party shall, at the time it notifies Party B of any determination, adjustment or calculation made by it, provide Party B with a written explanation describing in reasonable detail the methodology and the basis for such determination, adjustment or calculation (including any quotations, market data or information from internal sources used in making such determination, adjustment or calculation, but without disclosing the Determining Party's proprietary models).
Additional Disruption Events:
Change in Law:	Applicable
Failure to Deliver:	Applicable
Insolvency Filing:	Applicable
Hedging Disruption:	Applicable

Hedging Party:	Party A
Hedge Positions:	The definition of "Hedge Positions" in Section 13.2(b) of the Equity Definitions shall be amended by inserting the words "or an Affiliate thereof" after the words "a party" in the third line.
Increased Cost of Hedging:	Applicable
Hedging Party:	Party A
Determining Party:	For all Additional Disruption Events, Party A. The Determining Party shall, at the time it notifies Party B of any determination, adjustment or calculation made by it, provide Party B with a written explanation describing in reasonable detail the methodology and the basis for such determination, adjustment or calculation (including any quotations, market data or information from internal sources used in making such determination, adjustment or calculation, but without disclosing the Determining Party's proprietary models).
Representations:
Non-Reliance:	Applicable
Agreement and Acknowledgments Regarding Hedging Activities:	Applicable
Additional Acknowledgements:	Applicable

2. Optional Early Termination

Party B may, on any date after the day that falls one Settlement Cycle immediately following the Amendment Date and prior to the Relevant Period End Date, request to terminate all or any part of the Transaction, by giving notice (an Early Termination Notice) to Party A on an Exchange Business Day (an OET Request Date). Such Early Termination Notice may be given via email. Party B may give one or more Early Termination Notice(s). If an Early Termination Notice is received by Party A on or after 4.00pm on any Exchange Business Day, then that communication will be deemed to be given and effective on the first immediately following date that is an Exchange Business Day.

Such Early Termination Notice must:

• (a) if (and only if) Party B wishes to elect for Physical Settlement to apply to the Physical Settlement Component of this Transaction and a number of Shares not to exceed the Fixed Number of Shares, specify that Physical Settlement is applicable and specify the Settlement Date in relation to such early termination, which must be a Scheduled Trading Day falling not less than five (5) Exchange Business Days after the date the Early Termination Notice is received by Party A, unless a shorter time period is otherwise agreed with Party A; or
• (b) in any other case, specify that Cash Settlement is applicable to all or part of the Cash Settlement Component of this Transaction and specify the first Averaging Date in relation to such early termination, which must be a Scheduled Trading Day falling not less than five (5) Exchange Business Days after one of the officers of Party A named in paragraph 7 of this Master Confirmation receives the Early Termination Notice (the First OET Averaging Date).

In the event that Party B gives an Early Termination Notice specifying that Cash Settlement will be

applicable to all or part of the Cash Settlement Component of this Transaction, the parties will promptly negotiate in good faith to agree the parameters of the OET (such agreed parameters, the Agreed Parameters) it being acknowledged by the parties that the Agreed Parameters must not involve any increase to the Exit Commission and must not involve the imposition of any new fees or charges payable by Party B which are not already specifically provided for in this Confirmation, provided that, if no agreement is reached by the Valuation Time on the day falling one Exchange Business Day prior to the First OET Averaging Date (the Parameters Agreement Cut-off Time), the Early Termination Notice shall be deemed to be void and of no effect.

If an Early Termination Notice is received by Party A (and in the case of an Early Termination Notice specifying that Cash Settlement shall apply to all or part of the Cash Settlement Component of this Transaction, the parties have reached agreement in respect of the Agreed Parameters prior to the Parameters Agreement Cut-off Time), then:

• (a) the relevant provisions of this Master Confirmation will apply in respect of the termination of the Cash Settlement Component of this Transaction (or the relevant part thereof) or the Physical Settlement Component of this Transaction (or the relevant part thereof)(in each case, as applicable); and
• (b) on the first Scheduled Trading Day after the end of the OET Reference Period (Decrease Date), Party A must deliver to Party B a confirmation in the form of Annex C (each a Decrease Confirmation) in respect of the relevant decrease in the Equity Notional Amount. The Decrease Confirmation must accurately reflect the Agreed Parameters.

On the Currency Business Day immediately following the Decrease Date, Party A must deliver to Party B a Supplemental Confirmation in respect of the Transaction taking into account the decrease in the Number of Shares and the Equity Notional Amount, which shall replace the Supplemental Confirmation which was in effect immediately prior to such delivery and which must accurately reflect the relevant Decrease Confirmation.

Such revised Supplemental Confirmation shall be deemed to take effect on the Supplemental Trade Date specified in the Supplemental Confirmation and shall not require any acknowledgment (by execution or otherwise) by Party B in order to become effective, provided that the Supplemental Confirmation accurately reflects the relevant Decrease Confirmation.

For the avoidance of doubt, if an Early Termination Notice is received by Party A, such Early Termination Notice will be of no effect unless and until the parties reach agreement in respect of the Agreed Parameters.

3A. Party B Representations. Party B represents, warrants and acknowledges that:

• (a) Party B is not prohibited under Part 7.10 of the Corporations Act 2001 (Cth) from dealing in the Shares or from entering into the Transaction.
• (b) Party B will not seek to terminate, amend or otherwise modify the Transaction if that conduct would result in Party B being in breach of Part 7.10, Division 3 of the Corporations Act.
• (c) Party B will at all times make any notifications or disclosures to be made to regulators, stock exchanges or the Issuer, if any, or otherwise required under any applicable laws or Takeovers Panel Guidance Notes, to be made in connection with the Transaction or its dealings with the Shares (including, but not limited to, the Australian Takeover's Panel's Guidance Note 20 -Equity Derivatives dated on or about April 2008 if relevant).
• (d) Party B is neither (i) a U.S. person for the purpose of swap regulations promulgated under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act nor (ii) an affiliate conduit or a person guaranteed by a U.S. person as set out in the Interpretative Guidance and

Policy Statement Regarding Compliance with Certain Swap Regulations, 78 Fed. Reg. 45292 (July 26, 2013), as amended or supplemented from time to time.

(e) Party B is an "eligible contract participant" within the meaning of Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the CEA), the Transaction has been subject to individual negotiation by the parties, and has not been executed nor traded on a "trading facility" as defined in Section 1a(33) of the CEA

3B. Party A Representation. Party A represents, warrants and acknowledges that:

(a) the Transaction has been subject to individual negotiation by the parties, and has not been executed nor traded on a "trading facility" as defined in Section 1a(33) of the CEA.

Party B Representations and Party A Representations shall be deemed be Additional Representation under Section 3 of the Agreement and shall be deemed to be repeated by Party B and Party A, respectively, on each date on which a Transaction is entered into, unless a party has notified the other party to the contrary in a timely manner in writing prior to entering into such Transaction.

4. Acknowledgements:

• (a) For the avoidance of doubt, if any Shares are held by or for or otherwise controlled by Party A (whether or not as part of any hedge in relation to the Transaction), each party acknowledges and agrees that (i) Party B has no right or interest in or to any of those Shares or any power in relation to them including, without limitation, any power to control, or right to be consulted, concerning disposal or trading of those Shares by Party A or any decision by Party A with respect to the exercise by Party A or Party A's nominee of the right to vote attaching to those Shares; (ii) there is no agreement between Party A and Party B in relation to controlling or influencing the composition of the Issuer's board or the conduct of the Issuer's affairs; and (iii) Party B is not acting or proposing to act in concert with Party A in relation to the Issuer or its affairs:
• (b) Both parties consent to sharing any or all necessary trade and/or customer data with its Affiliates as may be required in the settlement or risk management of this trade; and
• (c) Each party acknowledges and represents that neither it nor, to the best of its knowledge, any individual who is its officer, member, director or employee who has knowledge of the Transaction (a "Relevant Individual") (i) is in possession of any material non-public information, howsoever defined under all applicable laws and regulations in each relevant jurisdiction regarding the Shares, and/or (ii) at any time up until immediately after termination of the Transaction, will not be engaged in market manipulation or in insider dealing under any applicable legislation in any relevant jurisdiction.

5. Miscellaneous and Other Provisions:

Confidentiality. Each party to this Confirmation agrees that any information in respect of or relating to this Agreement, to the extent that such information is not known to the public (other than by virtue of a breach of this provision), and the Transaction (the Information) is confidential and will be treated as such and that each party consents to the communication and disclosure by the other party of Information to the Calculation Agent (or any replacement Calculation Agent), the other party's Affiliates on a need-to-know basis as may be required in the settlement or risk management of this trade or to the extent required by law or any government or regulatory authority. Notwithstanding anything to the contrary in this Confirmation or any non-disclosure, confidentiality or other agreement between the parties, Party A hereby consents to the disclosure of information required by Party B in order to comply with paragraph 3A(c) above.

Set-Off. The parties agree that from time to time where the Final Exchange Amount is due from Party A

to Party B under this Confirmation and where Equity Amount is due from Party B to Party A under this Confirmation, the Final Exchange Amount shall be set-off by Party A against the Equity Amount so that only the balance (the Balance) shall be payable by the party from whom the larger sum is due. The parties further agree that upon the full payment of the Balance by the relevant party, Party A's obligation to pay Party B the Final Exchange Amount and Party B's obligation to pay Party A the Equity Amount shall be duly discharged and no further payment shall be made between the parties with respect to such Final Exchange Amount and the Equity Amount.

Delivery of Shares. Notwithstanding anything to the contrary in this Master Confirmation, Party A may, by prior notice to Party B, satisfy its obligation to deliver any Fixed Number of Shares on any date due (an Original Delivery Date) by making separate deliveries of the Fixed Number of Shares at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of the Fixed Number of Share so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date.

6. Account Details

Payments to Party A:	Standard Settlement Instructions
Payments to Party B:	Standard Settlement Instructions

7. Contact Names for Notices:

Any notice to be sent by Party B to Party A may be by electronic mail to the following officers of Party A or such other individuals or contacts as Party A may advise in writing as a replacement.

Email: Nikhil.Kohli@citi.com and Email: Francois.Lamy@citi.com

Any notice to be sent by Party A to Party B may be by electronic mail to the officers of Party B previously advised to Party A, or such other individuals or contacts as Party B may advise in writing as a replacement

8. Offices

• (a) The Office for Party A for the Transaction is Sydney, Australia.
• (b) The Office for Party B for the Transaction is not applicable.

Execution version

Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter substantially similar to this facsimile, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. The time of execution of the Transaction will be made available by Party A upon written request.

We are pleased to have concluded the Transaction with you.

Signed for and On behalf of CITIGROUP GLOBAL MARKETS AUSTRALIA PTY LIMITED (ABN 64 002114 832)
By:	By:	$M_{\Lambda}$ $\sim$ 0 $M_{\Lambda}$ .
By: Shadell Name: LUME RANDELL	Name:	MARKE WUCD RUFF
Title: MANAGING DIRECTOR	Title:	Monthern DIRECTOR
Date: $27\pi$ NoV 2017	Date:	$21 u +$

Agreed and acknowledged by: SAMURAI INVESTMENTS

By: TI SU By: When
Name: HUSSEIN TEMMOUR SALAAMName: MICHAEL HELOW DIRECTOR Authorised Signatory: Authorised Signatory: DIRECTOR.

Annex A

Form of Supplemental Confirmation

Date: To: From: Direct Tel: Email: Direct Fax:

The purpose of this supplemental confirmation (this Supplemental Confirmation) is to confirm with effect from the [Trade Date/Supplemental Trade Date] the terms and conditions of the Transaction entered into between Citigroup Global Markets Australia Pty Limited (Party A) and [insert] (Party B) on the Trade Date specified below.

This Supplemental Confirmation supplements, forms a part of and is subject to the Master Confirmation originally entered into between the parties on 19 January, 2017, as amended and/or supplemented in writing from time to time (the Master Confirmation), and replaces any previous supplemental confirmation.

Capitalised terms used but not defined herein shall have the meanings specified in the Master Confirmation.

The following shall govern the Transaction to which this Supplemental Confirmation relates:

Trade Date:	[insert date]
[Supplemental Trade Date]	[insert Increase Date or Decrease Date (as applicable)]
Relevant Period End Date:	[insert date that is [*] months from the Trade Date]
Number of Shares:	[in respect of the initial Supplemental Confirmation, insert the initial Number of Shares]
	[in respect of any Supplemental Confirmation relating to a Supplemental Trade Date, insert an amount equal to: (a) the Number of Shares in effect immediately prior to the Supplemental Trade Date; plus/minus (b) the Increase Shares specified in the relevant Increase Confirmation or the Decrease Shares specified in the relevant Decrease Confirmation (as applicable)]
Equity Notional Amount:	[in respect of the initial Supplemental Confirmation, insert the initial Equity Notional Amount (being an amount equal to the initial Number of Shares multiplied by the Initial Price in respect of the initial Number of Shares)]
	[in respect of any Supplemental Confirmation relating to a Supplemental Trade Date, insert an amount equal to: (a) the Equity Notional Amount in effect immediately prior to the Supplemental Trade Date: plus/minus (b) the Equity Notional Increase Amount set out in the relevant Increase Confirmation or the Equity Notional Decrease Amount set out in the relevant Decrease Confirmation (as applicable).]

Execution version

Initial Price:

[in respect of the initial Supplemental Confirmation, insert the Initial Price in respect of the initial Number of Shares]

[in respect of any Supplemental Confirmation relating to a Supplemental Trade Date, insert an amount calculated in accordance with the formula set out in "Initial Price" in the Master Confirmation]

[Note: where the Number of Shares and the Equity Notional Amount are zero, this should be marked "N/A"]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us.

Yours faithfully,

For and on behalf of
Citigroup Global Markets Australia Pty Limited By: Modell By: Name: Title: MANUT Title:

Kurlil H. MARRY WOODKUFF

MANALINE DIRECTOR

Confirmed as of the date first written above: Samurai Investments

By: T. Server By:
Name: HUSSEIN TEYMOUR SALAMAName:
Title: DIRECTOR

MICHAEL MELOUR DIRECTOR

Annex B

Form of Increase Confirmation

Date: To: From: Direct Tel: Email: Direct Fax:

We refer to the Transaction entered into between Citigroup Global Markets Australia Pty Limited (Party A) and $[e]$ (Party B) evidenced by a supplemental confirmation dated $[e]$ .

The purpose of this confirmation is to confirm that the Equity Notional Amount and Number of Shares have been increased as follows:

Increase Date:	[ @ ]
Increase Shares:	fo 1
Equity Notional Increase Amount:	$\lceil \bullet \rceil$
Initial Price for the Increase Shares:	[e]
Initial Exchange Amount:	$\lceil \bullet \rceil$
Initial Exchange Date:	[e]

Capitalised terms used but not defined herein shall have the meanings specified in the master confirmation between Party A and Party B dated [ $\bullet$ ].

Yours faithfully,

For and on behalf of Citigroup Global Markets Australia Pty Limited

By: Name: Title:

By: Name: Title:

Annex C

Form of Decrease Confirmation

Date: To: From: Direct Tel: Email: Direct Fax:

We refer to the Transaction entered into between Citigroup Global Markets Australia Pty Limited (Party A) and $[e]$ (Party B) evidenced by a supplemental confirmation dated $[e]$ .

The purpose of this confirmation is to confirm that the Equity Notional Amount and Number of Shares have been decreased as follows:

Decrease Date:	[first Scheduled Trading Day after the end of the relevant OET Reference Period
Decrease Shares:	[the number of Shares the subject of the relevant OET]
Equity Notional Decrease Amount:	[the product of the Decrease Shares and the Final Price for the Decrease Shares]
Initial Price for the Decrease Shares:	[the Initial Price as specified in the then current Supplemental Confirmation]
Final Price for the Decrease Shares:	[as determined in accordance with the Master Confirmation]

Capitalised terms used but not defined herein shall have the meanings specified in the master confirmation between Party A and Party B dated [ $\bullet$ ].

Yours faithfully,

For and on behalf of Citigroup Global Markets Australia Pty Limited

Bv:	Bv:
Name:	Name:
Title:	Title: