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WORLEY LIMITED Major Shareholding Notification 2018

Jul 31, 2018

66073_rns_2018-07-31_3877279d-6a5e-4bfe-b7f0-6017a6c6c680.pdf

Major Shareholding Notification

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SJD\LAY\1000 008 690 Our ref: Partner: Sarah Dulhunty Direct line: +61 2 9258 6643 Email: [email protected]

1 August 2018

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 (Dar Group).

In accordance with section 671B(1)(b) of the Corporations Act 2001 (Cth), we enclose an ASIC Form 604 (Notice of change of interests of substantial shareholder) in relation to the change in Dar Group's relevant interest in WorleyParsons Limited ACN 096 090 158 (WorleyParsons).

Yours faithfully

Ashurst

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 31/07/2018
The previous notice was given to the company on 27/11/2017
The previous notice was dated 27/11/2017

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:

Previous notice Present notice
Class of securities (4)
Person's votes
Voting power (5) Person's votes Voting power (5)
Fully
paid ordinary shares
(Shares)
54.302.951 19.90% 62.474.391 122.89%

Note: Samurai Investments, a Dar Group Company, has a cash-settled equity swap with Citigroup Global Markets Australia Pty
Limited, which at the date of this notice relates to a notional 8,101,511 Shares (equivalent to app Shair any relevant interest in the Shares.

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
5/12/2017 Dar A relevant interest under
section 608(1) of the
Corporations Act as a result of
physical settlement of the
transfer of 4.775,385 Shares
bursuant to the Citi TRS set
out in Annexure B of the Form
604 (Notice of change of
(interests of substantial holder)
dated 27 November 2017
(Citi TRS).
IS9.3497 4,775,385 Shares 4,775,385
Samurai
Ilnvestments
A relevant interest under
section 608(3) of the
Corporations Act as a result of
physical settlement of the
transfer of 4,775,385 Shares
to Dar pursuant to the Citi
TRS.
lAs above lAs above As above
11/04/2018 lDar A relevant interest under
section 608(1) of the
Corporations Act as a result of \$14.79
lan off-market acquisition of
1,555,684 Shares of Shares
lfrom Samurai Investments.
1,555,684 Shares 1,555,684
Samurai
Investments
A relevant interest under
section 608(3) of the
Corporations Act as a result of As above
an off-market disposal of
1,555,684 Shares to Dar.
As above As above
Samurai
Investments
Relevant interest arises under
section 608(1) of the
Corporations Act as a result of \$16.49 per Share
on-market acquisition.
45.603 Shares 45 603
18/06/2018 Dar and Dar Group
Companies (other
than Samurai
(nvestments)
Each Dar Group Company has
la relevant interest in the
Shares by virtue of section
608(3) of the Corporations Act.
lAs 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 lAs above lAs above
Samurai
Investments
Relevant interest arises under
section 608(1) of the
Corporations Act as a result of \$16.78 per Share
on-market acquisition.
22,246 Shares 22,246
19/06/2018 Dar and Dar Group
Companies (other
than Samurai
Investments)
Each Dar Group Company has
la relevant interest in the
Shares by virtue of section
608(3) of the Corporations Act.
iAs 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
Samurai
Investments
Relevant interest arises under
section 608(1) of the
Corporations Act as a result of
on-market acquisition.
\$16.77 per Share 17,154 Shares 17,154
20/06/2018 Dar and Dar Group
Companies (other
than Samurai
(Investments
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 lAs above
Samurai
Investments
Relevant interest arises under
section 608(1) of the
Corporations Act as a result of \$16.85 per Share
on-market acquisition.
32,975 Shares 32,975
22/06/2018 Dar and Dar Group
Companies (other
than Samurai
investments)
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
Samurai
Investments
Relevant interest arises under
section 608(1) of the
Corporations Act as a result of \$17.34 per Share
on-market acquisition.
3.462 Shares 3.462
18/07/2018 Dar and Dar Group
Companies (other
than Samurai
Investments)
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 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).
\$18.38 per Share 8,050,000 Shares 8,050,000
31/07/2018 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

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 Al-Handasah
Consultants Shair and
Partners Holdings Ltd
(Jersey) (Dar Jersey)
Relevant interest under
section 608(1) of the
Corporations Act as
registered holder of the
Shares.
23,641,350 Shares 23.641,350
Dar, each Dar Group
Company (other than
Dar Jersey) and Talal
Shair
Citicorp Nominees
Ptv Ltd
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.
lAs above lAs above
Dar HSBC Custody Relevant interest under
section 608(1) of the
Corporations Act as
registered holder of the
Shares.
30,661,601 Shares 30.661,601
Each Dar Group
Company and Talal
Shair
Nominees
(Australia) Pty Ltd
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 Relevant interest under
section 608(1) of the
Corporations Act as
registered holder of the
Shares.
121,440 Shares 121,440
Dar, each Dar Group
Company (other than
Samurai Investments)
and Talal Shair
Pty Ltd Citicorp Nominees Samurai Investments 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 Vendors who havel
sold Shares to Dar
pursuant to the
Off-market
Acquisition
Dar (subject to settlement of Relevant interest under
sections 608(1)(c) and
608(8) of the Corporations
Act by reason of purchasing 8,050,000 Shares
the Shares pursuant to the
Off-market Acquisition that
is yet to settle.
8.050,000
Each Dar Group
Company and Talal
Shair
the Off-market Acquisition) Each Dar Group Company
and Talal Shair have a
relevant interest in the
Shares by virtue of section
608(3) of the Corporations
lAct.
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 Services Outsourcing (Chongqing)
ICo., Ltd
Ceased to be controlled by Dar or any Dar Group Company
Currie & Brown (Trustees) Ltd Ceased to be controlled by Dar or any Dar Group Company
Sweett Ltd Ceased to be controlled by Dar or any Dar Group Company
Dar Group (U.K.) Ltd Became associates of Dar and each Dar Group Company
Desheng
Chongging
Honglin
Engineering Consulting Co., Ltd
Became associates of Dar and each Dar Group Company
IT.Y.Lin International, LLC Became associates of Dar and each Dar Group Company
IGPO Group, SA Became associates of Dar and each Dar Group Company
GPO Colombia SAS Became associates of Dar and each Dar Group Company
KANDO Corporation Tecnica y Gestion,
SLU
Became associates of Dar and each Dar Group Company
GPO Peru SAC Became associates of Dar and each Dar Group Company
GPO Ingenieria SAC Became associates of Dar and each Dar Group Company
Brasil
Empreendimentos
GPO
$\mathbf{e}$
Participações Ltda
Became associates of Dar and each Dar Group Company
GPO Sistran Engenharia Ltda Became associates of Dar and each Dar Group Company
GPO Ingenieria de Sistemas, SLU Became associates of Dar and each Dar Group Company
GPO Ingenieria y Architectura SLU Became associates of Dar and each Dar Group Company
Transitworks, Inc. Became associates of Dar and each Dar Group Company
Sam Schwartz Consulting, LLC Became associates of Dar and each Dar Group Company
Consultoria Instalacion y Mantenimiento
Avanzado SLU
Became associates of Dar and each Dar Group Company
The Lauck Group Inc Became associates of Dar and each Dar Group Company
P+W Denmark ApS Became associates of Dar and each Dar Group Company
Perkins+Will EMEA LLC Became associates of Dar and each Dar Group Company
Schmidt Hammer Lassen Architects k/s Became associates of Dar and each Dar Group Company
Schmidt Hammer Lassen Architects BV Became associates of Dar and each Dar Group Company
Schmidt, Hammer Lassen Ltd Became associates of Dar and each Dar Group Company
Schmidt, Hammer Lassen Asia Ltd Became associates of Dar and each Dar Group Company
Schmidt Hammer Lassen Architects
China Ltd
Became associates of Dar and each Dar Group Company
CAGE, Inc. Became associates of Dar and each Dar Group Company
Currie & Brown (SF) LLC Became associates of Dar and each Dar Group Company
Maffeis Engineering (Pty) Ltd Became associates of Dar and each Dar Group Company
Maffeis Engineering Ltd Became associates of Dar and each Dar Group Company
Maffeis Engineering GmbH Became associates of Dar and each Dar Group Company

6. Addresses

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

Name Address
Talal Shair Dar, each Dar Group Company and C/- Dar Al-Handasah Consultants Shair and Partners Holdings Ltd, Office No. 2401, Index
Tower, Dubai International Financial Centre, Dubai, 506855, United Arab Emirates.

Signature

print name FOUAD EMMANUEL EL KHOURY

capacity

$\bar{\rm s}$

date

Authorised signatory

31/07/2018

sign here

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 $(1)$ 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 6 of the form.
  • See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
  • See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
  • The voting shares of a company constitute one class unless divided into separate classes. $(4)$
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
  • Include details of: $(6)$
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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, 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 $(7)$ 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 on 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.
  • 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". $(8)$
  • Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Annexure A

This is Annexure A of 8 pages to the Form 604 (Notice of change of interests of substantial holder) signed by me and dated 31 July 2018.

$\frac{1}{2}$ all d, Name; Fouad Emmanuel El Khoury
Authorised signatory for Dar

31/07/2018 Date:

Related Body Corporate
Samurai Investments
×
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Dar AlHandasah Consultants Shair & Partners BSC (closed)
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Dar Al-Handasah Consultants Shair & Partners - Mozambique Lda
Dar Al-Handasah Consultants (Shair & Partners) Beirut - Lebanon SAL
Dar Al-Handasah Consultants (Shair & Partners) SAL
Dar Al-Handasah Consultants Shair & Partners (Ivory Coast)
Dar Al-Handasah (Cairo) for Design & Technical Consultants Ltd
Dar Al-Handasah Consultants (Shair & Partners) Cameroon SARL
British Isles Dar Consultants Overseas Ltd
Dar Al-Handasah Al-Magrib SARL
Dar Al-Handasah Consultants Shair & Partners Ghana Ltd
Dar Al-Handasah (Sha'ir & Partners) Jordan
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Dar Al Handasah Consultants (Shair & Partners)
DAH Real Estates Sarl
Dar Al Handasah Shair and Partners - Mauritania - SARL
DAR Airport Project SPC Ltd
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Dar Al-Handasah Consultants Libya
Dar Consultants (India) Private Ltd
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Dar Al-Handasah Consultants (Shair & Partners) (South Africa) (Pty) Ltd
Dar Al Iraq Consultants (Shair and Partners)
Maffels Engineering SPA
Maffeis Inc
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Currie & Brown - International Ltd (LLC)
Currie & Brown Holdings (Australia) Pty Ltd
Currie & Brown (Padgham) Pty Ltd
Currie & Brown (Burnsbridge) Pty Ltd
Currie & Brown (Australia) Pty Ltd
Currie & Brown (Singapore) Pte Ltd
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Currie & Brown Asia Pacific Malaysia Sdn Bhd
Currie & Brown (Shenzhen) Ltd
Currie & Brown (Chongqing) Ltd
Currie & Brown (Shanghai) Ltd
Currie & Brown (Beijing) Ltd
$\epsilon$
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$\hat{\mathcal{A}}$

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$\lambda$
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$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{0}^{\infty} \frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2\alpha} \frac{1}{\sqrt{2\pi}}\int_{0}^{\infty} \frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{\alpha} \frac{1}{\sqrt{2\pi}}\int_{0}^{\infty} \frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\int_{0}^{\infty} \frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi$