WORLEY LIMITED — Share Issue/Capital Change 2009

Nov 11, 2009

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

WorleyParsons Limited (the Company )

ABN

17 096 090 158

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Ordinary shares
	All of the fully paid ordinary shares that will be issued under the off‐market takeover bid by WorleyParsons Infrastructure Holdings Pty Limited (ACN 117 381 174), a wholly owned subsidiary of WorleyParsons Limited, for all of the shares in Evans & Peck Group Limited (ABN 98 097 996 533) (Evans & Peck) as described in its bidder’s statement dated 12 November 2009 (Takeover Bid). This number (or the maximum number) of shares that will be issued cannot be presently calculated. The number of ordinary shares issued will depend on (among other things) the VWAP of the Company’s shares over the 5 trading days between 23 November 2009 and 27 November 2009 (each inclusive).

• See chapter 19 for defined terms.

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• 3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• Fully paid ordinary shares.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

Yes.

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

	The	transfer to WorleyParsons
	Infrastructure Holdings Pty Limited of
	ordinary shares in Evans & Peck on the basis
	that an	Evans & Peck shareholder can elect
	to receive consideration under the Takeover
	Bid in one of the following four alternatives:
	•	30% scrip (in the form of shares in
		the Company) and 70% cash, being
		shares with a value of $9.00 and
		$21.00 cash;
	•	50% scrip (in the form of shares in
		the Company) and 50% cash, being
		shares with a value of $15.00 and
		$15.00 cash;
	•	75% scrip (in the form of shares in
		the Company) and 25% cash, being
		shares with a value of $22.50 and
		$7.50 cash;
	•	100% scrip (in the form of shares in
		the Company), being shares with a
		value of$30.00.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shares to be issued as consideration under the Takeover Bid (assuming full acceptance of the offer and that the offer becomes or is declared free of all conditions).

• See chapter 19 for defined terms.

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• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates

• Dependent on the outcome of the Takeover Bid for Evans & Peck and the timing of acceptances under the Takeover Bid.

• Number +Class

• 8 Number and +class of all 236,343,513 Fully paid +securities quoted on ASX (excluding the ordinary shares ( including the securities in securities in clause clause 2 if applicable) 2)

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all 1,861,222 Performance Rights +securities not quoted on ASX ( including the securities in 1 Special Voting Share clause 2 if applicable) 7,338,827 Exchangeable Shares

10 Dividend policy (in the case of a Dividends will be paid on the ordinary trust, distribution policy) on the shares, as declared by the Company from increased capital (interests) time to time.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable?

• 13 Ratio in which the[+] securities will be offered

14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has[+] security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• See chapter 19 for defined terms.

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19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to
	the broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?

• See chapter 19 for defined terms.

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32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 Not If the[+] securities are[+] equity securities, the names of the 20 largest holders of yet the additional[+] securities, and the number and percentage of additional known +securities held by those holders 36 Not If the[+] securities are[+] equity securities, a distribution schedule of the yet additional[+] securities setting out the number of holders in the categories known 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37[A copy of any trust deed for the additional ][+][securities ]

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

• If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [121 x 43] intentionally omitted <==

(Company Secretary & Corporate Legal Counsel) Date: 12 November 2009

Print name: Peter Janu

• See chapter 19 for defined terms.

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