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WORLEY LIMITED Major Shareholding Notification 2017

Sep 7, 2017

66073_rns_2017-09-07_34a8afda-6bbe-47f5-99d8-263c32317caa.pdf

Major Shareholding Notification

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FACSIMILE TRANSMITTAL SHEET

Date: September 7, 2017
To: Company Announcements Office
Company: Australian Stock Exchange Limited
Fax: 011-612-9778-0999
Phone: 011-612-9338-0000
Number of pages:
(including cover)
11
From: Erika Kalanish Phone: (704) 448 - 8175
Email: [email protected] Fax: (704) 448 - 8031

To Whom It May Concern:

Please see the attached Form 605 - Notice of Ceasing to be a Substantial Holder. Dimensional has notified the Company accordingly.

Thank you.

Erika Kalanish Compliance Analyst

The information contained in this facsimile message is confidential information intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this communication or its contents is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone and return original message to us via the U.S. Postal Service. Thank you.

6300 Bee Cave Rd., Bldg 1 Austin, TX 78746

Tel: (512) 396-7400 Fax: (512) 306-7611

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 Limited
ACN/ARSN 096 090 158
1. Details of substantial holder (1)
Name Dimensional Entities
ACN/ARSN (if applicable) See Annexure A
The holder ceased to be substantial
holder on
The previous notice was given to the
05/09/2017
company on 28/09/2016
The previous notice was dated 28/09/2016

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
See Annexure B

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
See Annexure C
Signature
Dimensional Fund Advisors LP
By: Dimensional Holdings Inc., its General Partner
print name By: Valerie A. Brown capacity Assistant Secretary and Vice
President

date

September 7, 2017

sign here

DIRECTIONS

  • If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its $(1)$ 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.
  • See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(2)$
  • See the definition of "associate" in section 9 of the Corporations Act 2001. $(3)$
  • $(4)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If $(a)$ 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
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, (b) 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.

  • Details of the consideration must include any and all benefits, moneys and other, that any person from whom a $(5)$ 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.
  • The voting shares of a company constitute one class unless divided into separate classes. $(6)$
  • Give details, if appropriate, of the present association and any change in that association since the last substantial $(7)$ holding notice.

GUIDE

$\lambda$

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 Nil
Lodging Fee Nil
Other forms to 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:
within 2 business days after they become aware of the information; or
(i)
(ii) by 9.30 am on the next trading day of the relevant securities exchange after they
become aware of the information if:
a takeover bid is made for voting shares in the company or voting interests
(A)
in the scheme; and
the person becomes aware of the information during the bid period.
(B)
Annexures To make any annexure conform to the regulations, you must
1 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.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

ANNEXURE A Worleyparsons Limited ACN 096 090 158

$\mathbf{1}$ . DETAILS OF SUBSTANTIAL HOLDERS

In this Form 605, references to the "Dimensional Entities" are references to the following persons and entities and their respective associates and related bodies corporate:

Name DFA Australia Limited (a subsidiary of Dimensional Fund Advisors LP)
ACN 065 937 671
Name Dimensional Fund Advisors LP
Name Dimensional Fund Advisors Ltd. (a subsidiary of Dimensional Fund Advisors LP)
Name Dimensional Fund Advisors Canada ULC (a subsidiary of DFA Canada LLC)
Name DFA Canada LLC (a subsidiary of Dimensional Fund Advisors LP)
Name Dimensional Holdings Inc. (general partner of Dimensional Fund Advisors LP)
Name Dimensional Holdings LLC (limited partner of Dimensional Fund Advisors LP)
Name David Booth
Name Rex Sinquefield

This is Annexure "A" referred to in Form 605: Notice of ceasing to be a substantial holder

Date: September 7, 2017
Print Name: Dimensional Fund Advisors LP
By: Dimensional Holdings-Jnc., its General Partner
By: Valerie A. Brown
Signature:

Assistant Secretary and Vice President Capacity:

ANNEXURE B
Worleyparsons Limited
ACN 096 090 158

CHANGES IN RELEVANT INTERESTS $\mathbf{r}$

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

given in relation to
Consideration
Securities
Class (6)
number
Į
ð
Person's
vetes
Date of Change Personwhose relevant interest changed Nature of Change (4) diamae (5) affected affected
The companies and individuals comprising the Dimensional Entities (as defined above) hold
dinary fully paid shares in Worleyparsons Limited:
the following relevant interests in or
(a) Registered Schemes
to exercise, or control the exercise of, voting rights
DFA Australia Limited has the power
attached to these securities and /or the power to dispose of, or control the exercise of the
disposal of these securities as responsible entity of the following registered managed
investment schemes:
Oct 7, 2016 - Mar
8,2016 Dimensional Australian Core Equity Trust Purchase 857,508.25 93,478 93,478
Mar 31, 2017 - Apr
4, 2017 Dimensional Australian Small Company Trust Sale/Transfer (1,177,786.50)
m
(110, 710) (110, 710)
Oct 21, 2016 -
Sept 4, 2017 Dimensional Australian Value Trust Purchase/Sale/Transfer 481,770.86
$\mathbf{v}$
61,049 61,049
(b) Institutional Mandates
attached to these securities and /or the power to dispose of, or control the exercise of the
DFA Australia Limited has the power to exercise, or control the exercise of, voting rights
he following mandates with institutional investors:
disposal of these securities under tl
Jun 14, 2017 - Aug
9,2017
Separate Account Advised by Dimensional Fund Advisors LP Purchase 369,882.27 31,100 31,100
Jan 11, 2017 - Feb
2,2017
Separate Account advised by DFA Australia Limited Purchase/Transfer s 519,675.87 51,372 51,372
Jul 31, 2017 Separate Account advised by DFA Australia Limited Transfer 940,444.52 79,834 79,834
May 4, 2017 - May
5,2017
Sub-advised Fund advised by Dimensional Fund Advisors LP Purchase 112,597.17 10,242 10,242
Oct 4, 2016 - Sep
6,2017
Separate Account advised by DFA Australia Limited Purchase/Sale/Transfer in (588,112.68) (47, 250) (47,260)
Oct 24, 2016 Separate Account advised by Dimensional Fund Advisors Ltd. Purchase s 25,677.75 2,779 2,779
Apr 10, 2017 - Apr
21, 2017
Separate Account advised by Dimensional Fund Advisors LP Sale S (302,846.55) (26, 547) (26, 547)
Nov 2, 2016 - Jun
23, 2017
Separate Account advised by DFA Australia Limited Purchase/Sale/Transfer $\mathbf{v}$ (1,464,551.98) (178, 541) (178, 541)
Oct 7, 2016 - Sep
5,2017
Separate Account advised by DFA Australia Limited Purchase/Sale/Transfer $\mathbf{u}$ (1,031,896.76) (89, 682) (89, 682)
Oct 10, 2016 - Sep
5, 2017
Separate Account advised by DFA Australia Limited Purchase/Sale/Transfer SOF (5,669,862.44) (432, 287) (432, 287)
Oct 4, 2016 - Jun
2,2017
Separate Account advised by DFA Australia Limited Purchase/Sale/Transfer $\bullet$ (2,949,355.48) (235, 796) (235, 796)
Sep 30, 2016 - Jul
7,2017
Separate Account advised by DFA Australia Limited Purchase ς 1,236,843.55 140,348 140,348
(c) Other Dimensional Entities Funds and Mandates
DFA Australia Limited has the power to dispose of, or to control the exercise of the power to
agreements with other members of the Dimensional Entities in relation to the following
dispose of, these securities under sub-advisory agreements and consulting services
Dec 5, 2016 - Jul AZL DFA International Core Equity Fund, a series of Allianz Variable
mutual funds and mandates:
Purchase/Sale $\mathbf{v}$ (28, 584.04) (2, 141) (2, 141)
19, 2017 Insurance Products Trust
Oct 10, 2016 Old Westbury Small & Mid Cap Fund of Old Westbury Funds, Inc. Purchase s 14,396.17 1,671 1,671
Dec 14, 2016 DFA International Core Equity Fund Purchase Ş 75,981.31 7,877 7,877
June 14, 2017 -
Aug 10, 2017
Separate Account advised by Dimensional Fund Advisors LP Purchase ᠊ᡃ 250,340.45 20,786 20,786
Dec 29, 2016 - Apr
4,2017
International Core Equity Portfolio of DFA Investment Dimensions Group
ن
ڪ
Purchase/Transfer 1,699,161.44 164,118 164,118
Apr 24, 2017 -
May 22, 2017
International Social Core Equity Portfolio of DFA Investment Dimensions
Group Inc.
Purchase Ş 42,137.70 3,723 3,723
Feb 24, 2017 -
May 22, 2017
International Vector Equity Portfolio of DFA Investment Dimensions Group
نا
Purchase 170,805.90 19,746 19,746
Dec 28, 2016 - Aug
4,2017
International Sustainability Core 1 Portfolio of DFA Investment Dimensions
Group Inc.
Purchase/Transfer Ş 128,473.57 12,107 12,107
Dec 16, 2016 - Feb
16, 2017
Global Small Companies Fund of Dimensional Funds plc Purchase/Sale ᠊ᡃ (121, 186.60) (12, 786) (12,786)
Dec 22, 2016 of Dimensional Funds plc
Global Sustainability Core Equity Fund
Purchase Ş 14,998.46 1,496 1,496
Aug 28, 2017 Global Targeted Value Fund of Dimensional Funds plc Purchase ŵ 30,816.64 2,312 2,312
Apr 26, 2017 World Equity Fund of Dimensional Funds plc Purchase \$ 30,580.03 2,681 2,681
Dec 30, 2016 - Feb
23, 2017
DFA Investment Dimensions Group
World ex U.S. Core Equity Portfolio of
Lei
Purchase 106,451.84 12,094 12,094
Jul 17, 2017 of DFA Investment Dimensions
World ex U.S. Targeted Value Portfolio
Group Inc.
Transfer s 63,105.03 5,521 5,521
Aug 4, 2017 Pacific Basin Small Companies Fund of Dimensional Funds plc Transfer 28,060.00 2,300 2,300
Nov 18, 2016 - Dec
19, 2016
DFA International Vector Equity Fund Purchase ¢ 175,145.76 18,711 18,711
Feb 8, 2017 - Jul
17, 2017
Sub-advised Fund advised by Dimensional Fund Advisors LP Purchase/Sale 6,577.68 1,237 1,237
Jan 5, 2017 LVIP Dimensional International Core Equity Fund, a series of Lincoln Variable
Insurance Products Trust
Purchase ᠊ᡃ 14,786.37 1,455 1,455
Oct 11, 2016 - Jul
7,2017
Separate Account advised by Dimensional Fund Advisors LP Purchase/Sale \$ 49,436.41 5,870 5,870
Jul 17, 2017 Brighthouse/Dimensional International Small Company Portfolio of
Jan 9, 2017 - Jan Brighthouse Funds Trust II Purchase 98,704.86 8,701 8,701
nal Fund Advisors LP
Separate Account advised by Dimensio
Sale ပာ (78,961.79) (7,746) (7,746)
Jun 14, 2017 - Aug
Separate Account advised by Dimensional Fund Advisors LP Purchase n 224,759.25 18,393 18,393
Oct 5, 2016 - Jul
Separate Account advised by Dimensional Fund Advisors LP Purchase n 189,192.21 20,001 20,001
Jan 17, 2017 - Jul of The DFA Investment Trust
The Asia Pacific Small Company Series
Company Purchase/Transfer \$ 4,709,159.25 437,879 437,879
Oct 4, 2016 - Jul
Separate Account advised by DFA Australia Limited Purchase/Sale/Transfer S) (993, 247.82) (82,001) (82,001)
Dec 14, 2016 Separate Account advised by Dimensional Fund Advisors Ltd. Transfer ٩ŋ 71,405.35 7,477 7,477
Mar 22, 2017 - T.A. World ex U.S. Core Equity Portfolio of DFA Investment Dimensions
Mar 31, 2017 Group Inc. Purchase/Transfer 227,150.61 21,197 21,197
and each of its subsidiaries are each deemed to have the
Dimensional Fund Advisors LP
$\overline{e}$
rities as DFA Australia Limited because Dimensional Fund
same relevant interests in the secul
Limited;
Advisors LP controls DFA Australia
$\bullet$
David Booth and Rex Sinquefield are deemed to have the same relevant interests in the
securities as Dimensional Fund Advisors LP as they each, individually or through trusts they
g power in Dimensional Holdings Inc., the general partner
control, have more than 20% voting
of Dimensional Fund Advisors LP;
and other members of the Dimensional Entities may also
(f) Dimensional Fund Advisors LP
have relevant interests in the securities referred to in paragraph (c) above as investment
manager or advisor to the mutual funds and mandates referred to in that paragraph.

For the purpose of section 671B of the Corporations Act, as at September 5, 2017, the total votes attached to voting shares in which the Dimensional Entities have relevant
interests in is 12,348,455, being 4.998% of the to

This is Annexure "B" referred to in Form 605: Notice of ceasing to be a substantial holder

September 7, 2017 Date: Dimensional Fund Advisors LP
By: Dimensional Holdings Inc., its General Partner
By: Valeyé A. Byoyn Print Name:

$\hat{\phantom{a}}$ we 1 Signature:

Assistant Secretary and Vice President Capacity: $\hat{\epsilon}$

ANNEXURE C Worleyparsons Limited ACN 096 090 158

ADDRESSES 4.

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

Name Address
DFA Australia Limited Level 43, 1 Macquarie Place, Sydney NSW 2000
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One, Austin, Texas, 78746,
United States of America
Dimensional Fund Advisors Ltd. 20 Triton Street, London NW1 3BF, United Kingdom
DFA Canada LLC 6300 Bee Cave Road, Building One, Austin, Texas, 78746,
United States of America
Dimensional Fund Advisors Canada ULC 745 Thurlow Street, Suite 2110, Vancouver British
Columbia V6E 0C5, Canada
Dimensional Holdings Inc. 6300 Bee Cave Road, Building One, Austin, Texas, 78746,
United States of America
Dimensional Holdings LLC 6300 Bee Cave Road, Building One, Austin, Texas, 78746,
United States of America
David Booth 6300 Bee Cave Road, Building One, Austin, Texas, 78746,
United States of America
Rex Sinquefield 6300 Bee Cave Road, Building One, Austin, Texas, 78746,
United States of America

This is Annexure "C" referred to in Form 605: Notice of ceasing to be a substantial holder

September 7, 2017 Date:

Dimensional Fund Advisors LP Print Name: By: Dimensional Holdings Inc., its General Partner By: Valerie & Brown

Signature:

Capacity: Assistant Secretary and Vice President