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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Worley Limited

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
  3. Principal terms of the+securities (e.g. 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 (Shares).

30,000 Shares issued in accordance with an exchangeable shareholder retraction notice.

Shares issued under the terms of the Exchangeable Share structure.

+ See chapter 19 for defined terms.

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Appendix 3B Page 1

  1. Do the+securities rank equally in all respects from the +issue date 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
  2. Issue price or consideration
  3. Purpose of the issue
    (If issued as consideration for the acquisition of assets, clearly identify those assets)

Yes. The Shares issued pursuant to an exchangeable shareholder retraction notice will rank equally with all existing Shares.

Not applicable

Shares are issued pursuant to a retraction notice received from an exchangeable shareholder. Further details regarding the Exchangeable Share structure can be obtained from section 9.1 of the prospectus lodged with ASIC on 14 February 2007.

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i

6b The date the security holder resolution under rule 7.1A was passed

6c Number of +securities issued without security holder approval under rule 7.1

6d Number of +securities issued with security holder approval under rule 7.1A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

6f Number of +securities issued Not applicableunder an exception in rule 7.2

+ See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6g

If +securities issued under rule

Not applicable

7.1A, was issue price at least 75%

of 15 day VWAP as calculated

under rule 7.1A.3? Include the

+issue date and both values.

Include the source of the VWAP

calculation.

6h If +securities were issued under

rule 7.1A for non-cash consideration, state date on which valuation of consideration was

released to ASX Market Announcements

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

Not applicable

Not applicable

7

+Issue dates

28 January 2020

Note: The issue date may be

prescribed by ASX (refer to the

definition of issue date in rule

19.12). For example, the issue

date for a pro rata entitlement

issue must comply with the

applicable timetable

in

Appendix

7A.

Cross reference:

item

33 of

Appendix 3B.

8 Number and +class of all +securities quoted on ASX (includingthe +securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (includingthe +securities in section 2 if applicable)

Number+Class

520,386,354 Fully paid ordinary shares

6,221,793

Performance rights

134,283

Share price performance rights

(134,283 SPPRs convert into a

maximum number of 268,566

Shares in Worley Limited, in

accordance with the

Company's Performance Rights

Plan.)

1

Special voting share

1,006,193

Exchangeable shares

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Dividends will be paid on the Shares, as for all members, as declared by the Company from time to time.

+ See chapter 19 for defined terms.

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Appendix 3B Page 3

Part 2 - Pro rata issue

  1. Is security holder approval required?
  2. Is the issue renounceable ornon-renounceable?
  3. Ratio in which the+securities will be offered
  4. +Class of +securities to which the offer relates
  5. +Record date to determine entitlements
  6. Will holdings on different registers (or subregisters) be
    aggregated for calculating entitlements?
  7. Policy for deciding entitlements in relation to fractions
  8. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

19 Closing date for receipt of Not applicableacceptances or renunciations

20 Names of any underwriters

Not applicable

  1. Amount of any underwriting fee or commission
  2. Names of any brokers to the issue
  3. Fee or commission payable to the broker to the issue

Not applicable

Not applicable

Not applicable

+ See chapter 19 for defined terms.

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  1. Amount of any handling feeNot applicablepayable to brokers who lodge acceptances or renunciations on
    behalf of security holders
  2. If the issue is contingent onNot applicablesecurity holders' approval, the
    date of the meeting

26

Date

entitlement

and

Not applicable

acceptance

form and

offer

documents will be sent to

persons entitled

27

If the entity has issued options,

Not applicable

and the terms entitle option

holders

to

participate

on

exercise, the date on which

notices will be sent to option

holders

  1. Date rights trading will begin (if applicable)
  2. Date rights trading will end (if applicable)
  3. How do security holders sell their entitlementsin fullthrough a broker?

Not applicable

Not applicable

Not applicable

31

How do security holders sell part

Not applicable

of their entitlements through a

broker and accept for the

balance?

32

How do security holders dispose

Not applicable

of their entitlements (except by

sale through a broker)?

33

+Issue date

Not applicable

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)

  1. +Securities described in Part 1
  • See chapter 19 for defined terms.

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Appendix 3B Page 5

  1. 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

  1. If the+securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
  2. If the+securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
    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

Entities that have ticked box 34(b)

  1. Number of+securities for which +quotation is sought
  2. +Class of +securities for which quotation is sought
  3. Do the+securities rank equally in all respects from the +issue date 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

Not applicable

Not applicable

Not applicable.

+ See chapter 19 for defined terms.

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41

Reason for request for quotation

Not applicable.

now

Example: In the case of restricted securities,

end of restriction period

(if issued upon conversion of

another +security, clearly identify

that other +security)

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

Number

+Class

Not applicable

Not applicable

+ See chapter 19 for defined terms.

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Appendix 3B Page 7

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.
  1. 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.
  2. We give ASX the information and documents required by this form. If any
    information or document is not available now, we 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:

..................................................... Date: 28 January 2020

(Company secretary)

Print name:

Nuala O'Leary

== == == == ==

+ See chapter 19 for defined terms.

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Worley Limited published this content on 28 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 January 2020 08:29:03 UTC