Prospectus and Notice of Meeting

ABN 17 096 090 158 Prospectus and Notice of Meeting

An Entitlement Offer of approximately 22.9 million New Shares at $21.00 per share to raise approximately $480 million

Financial Advisor and Lead Manager Table of contents

Section 1 Details of the Entitlement Offer 17 Section 2 WorleyParsons’ existing business 23 Section 3 Colt 31 Section 4 Canadian hydrocarbons market 43 Section 5 Effect of the Acquisition and Entitlement Offer 49 Section 6 Independent Accountant’s Report 57 Section 7 Board of Directors and executive group 61 Section 8 Risk factors 67 Section 9 Additional information 73 Section 10 Notice of Meeting 93 Section 11 Glossary of terms 99 Appendix Terms of Special Voting Share 103 Important information

This Prospectus and Notice of Meeting No representations other than in this Document This document (Document) comprises a prospectus No person is authorised to give any information or to make (Prospectus) and a notice of meeting (Notice of Meeting) any representation in connection with the Entitlement Offer both issued by WorleyParsons. The Prospectus is for the which is not contained in this Document. Any information or issue of New Shares under the Entitlement Offer and the representation not so contained may not be relied on as Notice of Meeting is for a meeting of Shareholders to having been authorised by WorleyParsons. consider and pass resolutions relating to the issue of the Document availability Special Voting Share and the maintenance of WorleyParsons’ A free paper copy of this Document is available to capacity to issue further capital. Qualifying Shareholders during the Entitlement Offer Period This Document is important and requires your immediate by calling the WorleyParsons Entitlement Offer InfoLine attention. You should read this entire Document carefully before on 1300 738 801 (Australia) or 61 3 9415 4601 deciding whether to invest in the New Shares. In particular, it is (International). The electronic version of this Document important that you consider the risk factors (see Section 8) that may be viewed and downloaded from WorleyParsons’ could affect the financial performance of WorleyParsons before website: www.worleyparsons.com. An electronic version deciding what course you should follow. of this Document is only available online to persons resident If you are unclear as to the course you should follow, then in Australia and New Zealand. Persons who access the you should consult your professional advisor immediately. electronic version of this Document must ensure that they download and read the entire Document. This Document is dated 14 February 2007 and a copy of this Document was lodged with ASIC on that date. This Future Performance Prospectus expires on the date 13 months after it was Except as required by law, and only then to the extent so lodged (Expiry Date). No New Shares will be allotted or required, neither WorleyParsons nor any other person issued on the basis of this Prospectus after the Expiry Date. warrants the future performance of WorleyParsons or any ASIC and ASX take no responsibility for the contents of this return on any investment made pursuant to this Document. Document. Definitions Within seven days after the date of this Document, Certain terms and abbreviations used in the Document have WorleyParsons will apply to ASX for the New Shares to be defined meanings, which are explained in the Glossary of quoted on ASX. terms. The financial amounts in this Document are expressed in Australian currency unless otherwise stated. Offering Restrictions This Document has been prepared to comply with the Photographs and diagrams requirements of the laws of Australia. Photographs and schematic drawings appearing in this Document do not depict assets or equipment owned or used The Entitlement Offer is generally not being extended to by WorleyParsons or Colt or an activity conducted by any Shareholder whose registered address is outside of WorleyParsons or Colt unless otherwise indicated. Diagrams Australia or New Zealand, and persons who receive this used in the Document are illustrative only and may not be Document (including an electronic copy) in jurisdictions drawn to scale. Unless otherwise stated, all data contained outside Australia and New Zealand should ignore those in charts, graphs and tables is based on information Sections which relate to the Entitlement Offer, although the available at the date of this Document. Document is being sent to all Shareholders as it contains the Notice of Meeting. Any failure to comply with foreign legal Enquiries restrictions in connection with the Entitlement Offer may If you have any questions in relation to the Entitlement constitute a violation of applicable securities laws, and Offer, please contact your stockbroker, accountant or other persons who enter into possession of this Document should professional advisor. If you have questions in relation to seek advice on and observe any such restrictions. This how to complete the Entitlement Form, please call the Document does not constitute an offer or invitation in any WorleyParsons Entitlement Offer InfoLine on 1300 738 801 place in which, or to any person to whom, it would not be (Australia) or 61 3 9415 4601 (International). lawful to make such an offer or invitation. Privacy In particular, the New Shares have not been, and will not be, Please read the privacy statement located at Section 9.17. registered under the US Securities Act and may not be By submitting the Entitlement Form in or accompanying this offered or sold in the US or to, or for the account or benefit Document, you consent to the matters outlined in that of, US Persons except, to the extent WorleyParsons statement. considers appropriate, in transactions exempt from the registration requirements of the US Securities Act and applicable US state securities laws. Letter from the Chairman

14 February 2007

Dear Shareholder,

It is my pleasure to invite you to participate in the next stage of WorleyParsons’ growth through this Entitlement Offer of 22.9 million New Shares at $21.00 per share

On 8 February 2007, WorleyParsons announced it had agreed This Document contains full details of the Acquisition and to acquire The Colt Companies (Colt), a Canadian engineering its funding, and constitutes a prospectus in relation to the and project services partnership, for C$1,035 million Retail Entitlement Offer. Please take time to read it carefully (A$1,133 million). Colt is a leading provider of project services before deciding whether to invest. If you are uncertain as to the hydrocarbons industry in Canada and Alaska. to whether taking up the Entitlement Offer is a suitable The acquisition of Colt represents an exciting opportunity for investment for your purposes, you should consult your WorleyParsons. The Acquisition will place WorleyParsons in a stockbroker, accountant or other professional advisor. leading position in the Canadian hydrocarbons market and This Document also contains a Notice of Meeting in relation materially enhance WorleyParsons’ heavy oil, oil sands and to an Extraordinary General Meeting of Shareholders to be cold weather technical capabilities. The Combined Group will held at 2.00pm (AEST) on 2 April 2007. In summary, employ approximately 20,400 employees across 97 offices Shareholders will be asked to approve resolutions for the in 30 countries, including over 5,000 people in Canada. The issue of a Special Voting Share, a new class of share in the expanded operational base of the group is expected to create capital of WorleyParsons, as part of the Acquisition, and to opportunities for extending existing relationships and maintain WorleyParsons’ capacity to issue further capital. creating new ones and will enhance our ability to win and The transaction is not subject to Shareholder approval. execute major projects in Canada and Alaska. Certain members of senior management that are also Larry Benke, President of Colt, will be responsible for Shareholders have committed to vote any Shares they control WorleyParsons’ expanded Canadian operations with his in favour of the resolutions. management group coming from both Colt and On behalf of the Board of Directors of WorleyParsons, WorleyParsons’ existing Canadian and international I commend this Entitlement Offer to you, and encourage you operations. to read this Document carefully and to vote in favour of the We are delighted that Larry has also agreed to act, subject resolutions at the Extraordinary General Meeting. to Completion, as Bill Hall’s alternate on the Board. Key Colt Yours faithfully, management, who currently own the majority of the business, will receive on average over 30% of their consideration in WorleyParsons Exchangeable Shares, and have agreed to stay with WorleyParsons for at least three years. On a normalised pro forma basis, the Acquisition would have been 21.0% EPS accretive (before synergies, amortisation Ron McNeilly and additional corporate costs) for the 12 months to CHAIRMAN 31 December 2006. Further information on Colt, the rationale for the Acquisition, the benefits for WorleyParsons, financial information on the businesses, key risks associated with the Acquisition and the businesses being acquired, is set out in Sections 3, 5 and 8 of this Document. The Acquisition is to be funded by a combination of a pro rata renounceable Institutional Entitlement Offer and Retail Entitlement Offer, the issue of Exchangeable Shares to the Vendors and new debt facilities. The Institutional Entitlement Offer of 16.2 million New Shares was completed on 13 February 2007 and raised $339 million for WorleyParsons. The Retail Entitlement Offer, in which you are invited to participate, is expected to raise an additional $141 million and has been fully underwritten. You are entitled to take up 1 New Share for every 9 Existing Shares you owned at 7.00pm (AEST) on 14 February 2007. To apply for shares, you should use the Entitlement Form accompanying this Document. If you renounce your Entitlement to purchase New Shares, you may receive a payment for the renounced Entitlement, to be determined by the Retail Bookbuild. WorleyParsons + Colt Prospectus and Notice of Meeting 1 Message from the Chief Executive Officer

The acquisition of Colt is a unique opportunity for WorleyParsons to gain a leading position in the Canadian hydrocarbons market

WorleyParsons is a company specialising in the provision of performance. We believe the acquisition of Colt will assist us professional services to the energy, resource and complex in achieving our six key strategic objectives: process industries. WorleyParsons has a history of strong ¨! committed, empowered and technically capable people; growth, having achieved 67% compound annual growth ¨ industry leadership in health, safety and environmental in net profit after tax since listing on ASX in 2002. performance; This growth has been achieved through good operational ¨ outstanding operational and corporate performance; performance and a combination of successfully integrated ¨ focus on long-term contracts; acquisitions, including the company-transforming acquisition ¨ success in project delivery – large and small; and of Parsons E&C in 2004, and a range of smaller acquisitions ¨ and investments. strengthen geographic presence. WorleyParsons has been seeking greater exposure to the I am delighted that Larry Benke, President of Colt, and his key rapidly growing Canadian hydrocarbons market for some time. management staff have agreed to join us at this exciting The Acquisition will enable us to combine Colt with our time. Subject to Completion, they have committed to work for already substantial Canadian operations to form an WorleyParsons for at least three years. WorleyParsons’ organisation that is appropriate for the level of demand in greatest strength remains the quality of its people, and the market. Larry’s team will be a positive addition to WorleyParsons’ ranks. Colt is a multi-disciplinary design and project services business with impressive upstream and downstream The acquisition of Colt is an exciting opportunity for hydrocarbons capabilities, particularly in the growing oil sands WorleyParsons. We expect the Acquisition to add significantly sector. It is one of the largest providers of these services to our existing capabilities and provide value for our in Canada. It also operates a joint venture, NANA/Colt in Shareholders. Alaska, and has a developing presence in the power sector. I commend this Entitlement Offer to you. Like WorleyParsons, Colt has a track record of strong and profitable growth having achieved compound annual Adjusted EBITDA growth of 47% between the years ended 31 January 2004 and 31 January 2007 (estimated). The Combined Group will extend WorleyParsons’ position as a tier 1 service provider to the global upstream and downstream hydrocarbons industry. Providing Colt with the support of WorleyParsons’ global resources and systems will significantly enhance Colt’s ability to fulfil the demand that exists in the Canadian market. John Grill Colt has been a leader in utilising alliance contracting in CHIEF EXECUTIVE OFFICER Canada which has provided a strong base on which it has successfully grown its project capability. Given our combined alliancing capabilities, we believe there will be opportunities to further broaden the application of alliancing in this market. Culturally, Colt is an excellent fit with WorleyParsons, given its focus on long-term relationships, technical excellence, retention and development of its people, cost-reimbursable contracting and health, safety and environmental

2 WorleyParsons + Colt Prospectus and Notice of Meeting Key investment themes

1 Key player in Canadian hydrocarbons Colt is a leading project services provider to the Canadian and Alaskan hydrocarbons industries, and a leader in project delivery for the heavy oil and oil sands industries. Canada has the world’s second largest volume of oil reserves of which 97% are oil sands. Oil production is expected to increase from 2.5 million barrels per day in 2005 to four million barrels per day in 2012. Canadian oil is exported almost exclusively to the US, which imports more crude oil from Canada than any other country. Colt’s extensive experience ensures it is well positioned to take advantage of this rapidly growing market.

Experienced and committed management team 2 with strong customer relationships Colt, which is currently wholly owned by its current and former employees, is run by an experienced management team with long-standing customer relationships.

3 Strong and profitable growth Colt has delivered strong earnings growth over the last four years, achieving compound annual Adjusted EBITDA growth of 47% between the years ended 31 January 2004 and 31 January 2007 (estimated). A strong contract backlog gives WorleyParsons confidence in Colt’s financial performance for the medium term.

4 Extensive global hydrocarbons business The combined WorleyParsons and Colt business will extend WorleyParsons’ position as a tier 1 service provider to the global upstream and downstream hydrocarbons industry. Colt will beneﬁt from the opportunity to leverage the global resources of WorleyParsons to increase its capacity to execute projects in Canada, and to contribute to the growth of the Combined Group.

5 Large project capability WorleyParsons’ systems and platforms will strengthen Colt’s ability to manage large EPCM projects for its North American customers. WorleyParsons’ global resources will be available to support Colt’s customers in the execution of oil sands, heavy oil, pipeline, reﬁning and upgrading projects.

6 Opportunities for sector expansion WorleyParsons has a history of successfully integrating acquisitions to deliver material synergies over time. The acquisition of Colt will allow WorleyParsons to better expand its existing Canadian operations in the power, minerals and metals and infrastructure sectors of Canada.

7 Positive financial impact On a normalised pro forma basis, the Acquisition would have been 21.0% EPS accretive¹ (before synergies, amortisation and additional corporate costs) for the 12 months ended 31 December 2006. Following completion of the transaction and the Entitlement Offer, WorleyParsons will continue to have a conservative financial profile, with pro forma Gearing of 24.0% at 31 December 2006. The Directors believe there is potential for material synergies for the Combined Group.

Notes: 1 The calculation of pro forma EPS accretion includes adjustment for the value of the renounced Entitlements of $7.00 per share determined by the Institutional Bookbuild.

WorleyParsons + Colt Prospectus and Notice of Meeting 3 Colt is a key player in Canadian hydrocarbons

Anchorage Oil Sands Region Edmonton

Calgary Toronto

Sarnia

80% of revenue from hydrocarbons

Strong and proﬁtable growth

Colt has delivered strong earnings growth over the ¨ß 30 years of industry experience last four years, achieving compound annual Adjusted ¨ß Over 4,600 employees EBITDA growth of 47% between the years ended ¨ß Well balanced with five major industry alliances 31 January 2004 and 31 January 2007 (estimated). ¨ß Four Canadian and one Alaskan office A strong contract backlog gives WorleyParsons ¨ß 65% of services for brownfield facilities confidence in Colt’s financial performance for the ¨ß 80% of revenue from top 10 customers medium term.

4 WorleyParsons + Colt Prospectus and Notice of Meeting US imports of crude oil and petroleum by country of origin Canada is the largest supplier of crude oil and petroleum products to the US

2,500

Crude oil 2,000 Petroleum products

1,500

1,000

500 Thousand barrels per day Thousand barrels

0 Canada Mexico Saudi Venezuela Nigeria Iraq Algeria Angola Russia United Virgin Ecuador Kuwait Arabia Kingdom Islands

Source: Canadian Association of Petroleum Producers, June 2006 report

Colt is a leading project services firm to the Canadian and Alaskan hydrocarbons industries, and a leader in project delivery for the heavy oil and oil sands industries. Canada has the world’s second largest volume of oil reserves of which 97% are oil sands. Oil production is expected to increase from 2.5 million barrels per day in Over 3,000 2005 to four million barrels per day in 2012. Canadian oil is exported almost exclusively to the US, which imports oil sands projects completed more crude oil from Canada than any other country. Colt’s extensive experience ensures it is well positioned to take advantage of this rapidly growing market.

90% of work is under cost-reimbursable contracts

Experienced and committed management team with strong customer relationships

Colt, which is currently wholly owned by current and former on average are taking more than 30% of their employees, is run by an experienced management team consideration in WorleyParsons Exchangeable Shares, with long-standing customer relationships. Key ensuring what is expected to be a strong alignment management is committed, subject to Completion, to with WorleyParsons’ objectives for the Combined Group. remain with WorleyParsons for at least three years and

WorleyParsons + Colt Prospectus and Notice of Meeting 5 Combined Group’s extensive global hydrocarbons business

97 ofﬁces in 30 countries around the world

WorleyParsons global hub

WorleyParsons local ofﬁce Colt local ofﬁce

Extensive global hydrocarbons business

The combined WorleyParsons and Colt business will extend WorleyParsons’ position as a tier 1 service provider to the global upstream and downstream hydrocarbons industry. Colt will benefit from the opportunity to leverage the global resources of WorleyParsons to increase its capacity to execute projects in Canada, and to contribute to the growth of the Combined Group.

6 WorleyParsons + Colt Prospectus and Notice of Meeting Approximately

20,400 employees

Combined Group revenue by division1 Combined Group revenue by geography1 Hydrocarbons 79% Europe 14% Minerals & Metals 6% Australia and New Zealand 20% Infrastructure 4% Asia, the Middle East and Africa 16% Power 11% US and Latin America 21% Canada 29%

Large project capability

WorleyParsons’ systems, tools and platforms will strengthen Colt’s ability to manage large EPCM projects for its North American customers. WorleyParsons’ global resources will be available to support Colt’s customers in the execution of oil sands, heavy oil, pipeline, refining and upgrading projects. Notes: 1 Includes WorleyParsons actual Aggregated Revenue for the year ended 30 June 2006 and Colt estimated revenue for year ended 31 January 2007.

WorleyParsons + Colt Prospectus and Notice of Meeting 7 Opportunities within Canada’s oil sands

Canada has the world’s second largest oil reserve –

179 billion barrels including 174 billion in oil sands

C$125 billion in oil sands capital expenditure for the next decade if all announced projects proceed

Opportunities for sector expansion

WorleyParsons has a history of successfully integrating acquisitions to deliver material synergies over time. The acquisition of Colt will allow WorleyParsons to better expand its existing Canadian operations in the power, minerals and metals, and infrastructure sectors of Canada.

8 WorleyParsons + Colt Prospectus and Notice of Meeting Positive ﬁnancial impact

On a normalised pro forma basis, the Acquisition would have been 21.0% EPS accretive (before synergies, amortisation and additional corporate costs) for the 12 months ended 31 December 2006. Following completion of the transaction and the Entitlement Offer, WorleyParsons will continue to have a conservative financial profile, with pro forma Gearing of 24.0% at 31 December 2006. The Directors believe there is potential for material synergies for the Combined Group.

Total Canadian oil production of

2.5 million barrels per day in 2005

Potential risks

Potential risks are set out in more detail in Section 8 and include the following: … exposure to cyclical markets … increased exposure to energy price movements … difficulties in integrating Colt with WorleyParsons’ existing Canadian operations or inability to retain key personnel … shortages of professional personnel and skilled craft labour … changes in the current regulatory and fiscal regime for the Canadian energy industry … damage to WorleyParsons’ reputation through real or perceived project underperformance for an international customer

WorleyParsons + Colt Prospectus and Notice of Meeting 9 Financial highlights

... WorleyParsons has entered into an agreement to purchase Colt for C$1,035 million (A$1,133 million) ... the Purchase Price represents a multiple of 9.7 times Colt’s Pro forma EBITDA as estimated for the 12 months to 31 January 2007 ... the Acquisition will be funded by a mix of equity and debt, as shown on the facing page ... on a normalised pro forma basis, the Acquisition would have been approximately 21.0% EPS accretive (pre-synergies, amortisation and additional corporate costs) for the 12 months to 31 December 2006

10 WorleyParsons + Colt Prospectus and Notice of Meeting Pro forma capital structure

As at 31 December 2006 Gearing (net debt/net debt plus equity) 24.0% EBITDA interest cover 15.7 times Acquisition pricing C$m Purchase Price 1,035 Pro forma EBITDA as estimated for the 12 months to 31 January 20071 106

Funding2 A$m Entitlement Offer 480 Exchangeable Shares issued to Vendors 342 Debt funding 333 Total 1,1553

Notes: 1 Pro forma EBITDA is described in Section 5.6.1. 2 Converted to Australian dollars at one Australian dollar equals 0.913 Canadian dollars. 3 Assumes A$22 million of transaction costs.

WorleyParsons + Colt Prospectus and Notice of Meeting 11 Summary of the Entitlement Offer and key dates

Key Entitlement Offer statistics Application Price $21.00 per New Share Entitlement Offer ratio 1 New Share for every 9 Shares held at 7.00pm (AEST) on the Record Date

New Shares $ million Institutional Entitlement Offer 16.2 million 339 Retail Entitlement Offer 6.7 million 141 Total Entitlement Offer 22.9 million 480

Summary of key dates1 Lodgement of Document 14 February 2007 Record Date for determining Entitlement to New Shares 14 February 2007 Retail Entitlement Offer opens 19 February 2007 Retail Entitlement Offer closes at 5.00pm (AEST) – closing date and date for acceptances and payment in full 2 March 2007 Retail Bookbuild 8 March 2007 Settlement of New Shares under Retail Entitlement Offer 14 March 2007 Allotment of New Shares under Retail Entitlement Offer (Final Allotment Date) 15 March 2007 Normal trading of New Shares 15 March 2007 Dispatch of payments (if any) in respect of Entitlements not accepted 21 March 2007 Extraordinary General Meeting 2 April 2007

Notes: 1 These dates are subject to change and are indicative only. WorleyParsons, in conjunction with the Underwriter, reserves the right to amend this indicative timetable including, subject to the Corporations Act and Listing Rules, to extend the latest date for receipt of Applications either generally or in particular cases or to cancel any part of the Entitlement Offer without prior notice.

12 WorleyParsons + Colt Prospectus and Notice of Meeting What you should do

If you are applying under the Entitlement Offer

1 READ Read this Document in full, paying particular attention to the key investment risks on page 9 and other investment risks in Section 8.

2 CONSIDER AND CONSULT Consider all risks and other information in light of your particular investment objectives and circumstances. Consult with your stockbroker, accountant or other professional advisor if you are uncertain.

3 COMPLETE If you decide to accept all or part of your Entitlement to take up New Shares, complete and lodge the personalised Entitlement Form accompanying this Document with the applicable Application Monies. For further details on how to apply for New Shares, see Section 1 and the guide to completing the Entitlement Form on the reverse side of the Entitlement Form. Questions relating to the Entitlement Offer can be directed to the WorleyParsons Entitlement Offer InfoLine on 1300 738 801 (Australia) or 61 3 9415 4601 (International), your stockbroker, accountant or other professional advisor.

If you are voting at the Meeting

1 READ Read this Document in full, paying particular attention to the Notice of Meeting in Section 10 which sets out the Resolutions upon which Shareholders are being asked to vote. Participation in the Entitlement Offer is not required in order for Shareholders to be entitled to vote.

3 VOTE ON THE RESOLUTIONS Vote: ¨ in person at the Meeting to be held on 2 April 2007; or ¨ if you are a corporate Shareholder, by corporate representative; or ¨ by proxy; or ¨ by attorney. You are encouraged to attend and vote at the Meeting.

Details of the Meeting are as follows: Time: 2.00pm (AEST) Date: 2 April 2007 Place: Radisson Plaza Hotel Sydney 27 O’Connell Street Sydney NSW

If you do not wish to attend the Meeting, you may complete the Proxy Form enclosed. Details of how to complete and submit the Proxy Form are contained in the Notice of Meeting in Section 10 and on the reverse side of the Proxy Form. If you have any questions about any aspects of the Resolutions or the Meeting, please consult the Share Registry on 1300 738 801 (Australia) or 61 3 9415 4601 (International) or consult your stockbroker, accountant or other professional advisor.

WorleyParsons + Colt Prospectus and Notice of Meeting 13 Answers to key questions about the Entitlement Offer

Refer to Section number

What is the purpose of the Entitlement Offer? To partially fund the acquisition of Colt, announced on 8 February 2007 Section 1.2

How else will the Acquisition be ﬁnanced? The Acquisition will also be ﬁnanced by the issue of Exchangeable Shares to the Vendors and new debt facilities Sections 1.2, 9.1 and 9.2

How much will be raised through the Entitlement Offer? $480 million comprising an Institutional Entitlement Offer of $339 million and a Retail Entitlement Offer of $141 million Section 1

What is the Application Price? $21.00 per New Share Section 1

What is the Acquisition? The Acquisition is the acquisition of all the outstanding partnership interests of Colt, a Canadian multi-disciplinary design and project services partnership Section 3

How is the Entitlement Offer structured? The Entitlement Offer is a pro rata renounceable entitlement offer to Qualifying Shareholders. The Entitlement Offer comprises the following steps: 1 Institutional Entitlement Offer; 2 Institutional Bookbuild of New Shares not taken up by Qualifying Institutional Shareholders; 3 Retail Entitlement Offer; and 4 Retail Bookbuild of New Shares not taken up by Qualifying Retail Shareholders. Section 1.1

Who is a Qualifying Retail Shareholder for the Entitlement Offer? Qualifying Retail Shareholders are those Qualifying Shareholders who: ¨ are registered as Shareholders as at 7.00pm (AEST) on 14 February 2007; and ¨ are not Qualifying Institutional Shareholders (see Section 1.6). Section 1.3.1

What is an Entitlement? Your Entitlement is the number of New Shares you are entitled to subscribe for under the Entitlement Offer. For every 9 Ordinary Shares you held at 7.00pm (AEST) on 14 February 2007, you are entitled to apply for 1 New Share. Your Entitlement is set out on the personalised Entitlement Form accompanying this Document. Section 1.1

What can I do with my Entitlement? There are a number of things you can do with your Entitlement. You can: 1 accept your Entitlement in full; 2 accept part of your Entitlement and not accept the balance; or 3 not accept your Entitlement. Section 1.14

What do I do if I want to accept my Entitlement? If you wish to accept all or any part of your Entitlement, you should: ¨ complete the personalised Entitlement Form accompanying this Document in accordance with the instructions set out on the form; ¨ attach payment for the full amount payable ($21.00 per New Share multiplied by the number of New Shares applied for) to the Entitlement Form; and ¨ return the Entitlement Form to the Share Registry. Section 1.14.2

14 WorleyParsons + Colt Prospectus and Notice of Meeting Refer to Section number

What do I do if I do not want to accept any of my Entitlement? If you do not wish to accept any part of your Entitlement, you should do nothing. If you do nothing, New Shares of an equivalent number to the New Shares represented by your Entitlement will be offered for subscription under the Retail Bookbuild (described in Section 1.3.4). You may receive some cash with respect to this rejected Entitlement or you may receive nothing. If you do not accept any part of your Entitlement, you will continue to own your existing Shares. However, your percentage shareholding in WorleyParsons will be reduced following the issue of all of the New Shares under the Entitlement Offer. Section 1.14.3

What are the significant benefits of the Acquisition? ¨ Colt has delivered strong and profitable growth which is expected to continue ¨ Colt has an experienced management team who, subject to Completion, are committed to remain with WorleyParsons for at least three years ¨ The combined WorleyParsons and Colt business will extend WorleyParsons’ position as a tier 1 service provider to the global upstream and downstream hydrocarbons industry ¨ The Acquisition provides an opportunity to use the global resources of WorleyParsons to increase Colt’s capacity to execute projects in Canada ¨ The Acquisition provides a significant opportunity in oil sands, a rapidly growing industry in Canada ¨ On a normalised pro forma basis, the Acquisition would have been 21.0% EPS accretive (pre-synergies, amortisation and additional corporate costs) for WorleyParsons for the 12 months to 31 December 2006. Sections 3 and 5

What are the significant risks associated with an investment in Ordinary Shares? Potential risks are set out in more detail in Section 8 and include the following: ¨ exposure to cyclical markets; ¨ increased exposure to energy price movements; ¨ difficulties in integrating Colt with WorleyParsons’ existing Canadian operations or inability to retain key personnel; ¨ shortages of professional personnel and skilled craft labour; ¨ changes in the current regulatory and fiscal regime for the Canadian energy industry; and ¨ damage to WorleyParsons’ reputation through real or perceived project underperformance for an international customer. Section 8

Will New Shares issued under the Entitlement Offer be entitled to receive the interim dividend for the half year ended 31 December 2006? No, New Shares issued under the Entitlement Offer will not be entitled to the interim dividend of 28 cents per Share for the half year ended 31 December 2006. Section 1.1.2

Is the Entitlement Offer underwritten? Yes. The Entitlement Offer has been fully underwritten by UBS. Sections 1.1.3 and 9.4

What are Exchangeable Shares? Exchangeable Shares are being issued to the Vendors as partial consideration for the Acquisition. While issued by a WorleyParsons Canadian Subsidiary rather than WorleyParsons itself, holders can exchange them into Ordinary Shares at any time (subject to the escrow arrangements described in Section 9.3.2). The Exchangeable Shares (through a voting trust which will hold a Special Voting Share in WorleyParsons) will also entitle their holders to vote at WorleyParsons’ general meetings as though they hold Ordinary Shares, subject to approval of Shareholders at the Meeting. They are intended to be the economic equivalent of a holding of Ordinary Shares. Section 9.1

Will the Exchangeable Shares issued be entitled to receive the interim dividend for the half year ended 31 December 2006? No. Section 9.1.2

At what price will the Exchangeable Shares be issued? The Exchangeable Shares will be issued at the Institutional Bookbuild Price ($28.00). Section 9.1

How can further information be obtained? ¨ By contacting your stockbroker, accountant or other professional advisor. ¨ By calling the WorleyParsons Entitlement Offer InfoLine on 1300 738 801 (Australia) or 61 3 9415 4601 (International).

WorleyParsons + Colt Prospectus and Notice of Meeting 15 Answers to key questions aboutSection the Heading Meeting Here

Refer to Section number

Why is WorleyParsons holding a Meeting? Shareholder approval is not needed to complete the Acquisition. The Board has called an Extraordinary General Meeting to seek Shareholder approval for the issue of the Special Voting Share and to maintain WorleyParsons’ capacity to issue further capital. Section 10

Why has this Document been sent to you? If you are a Shareholder, this Document has been sent to you to provide you with the information relevant to your consideration of the Resolutions to be put at the Meeting (as well as containing the Entitlement Offer to Qualifying Retail Shareholders). Section 10

What are Shareholders being asked to approve? Shareholders are being asked to approve the issue of the Special Voting Share, and to maintain WorleyParsons’ capacity to issue further capital by approving and ratifying the issue of Exchangeable Shares (and associated exchange rights and obligations) and Ordinary Shares under the Caravel Offer, in connection with the Acquisition. Section 10

What are the Resolutions? The Resolutions are contained in the Notice of Meeting in Section 10. Section 10

What are the recommendations of the Directors? The Directors unanimously recommend that you vote in favour of the Resolutions. The Directors intend to vote the Shares they control in favour of the Resolutions. The Directors and certain senior managers of WorleyParsons who are also Shareholders have conﬁrmed their intention to vote all and any Ordinary Shares they control in favour of the resolution approving the issue of the Special Voting Share. Section 10

How can you vote? You can vote at the Meeting: ¨ in person; ¨ if you are a corporate Shareholder, by corporate representative; ¨ by proxy; or ¨ by attorney. If you wish to vote in person, you should attend the Meeting. If you wish to vote by proxy at the Meeting, you will need to complete and sign the Proxy Form accompanying this Document. Details of how to complete and submit the Proxy Form are contained in the Notice of Meeting in Section 10 and on the reverse side of the Proxy Form. Section 10 You are encouraged to attend and vote at the Meeting.

16 WorleyParsons + Colt Prospectus and Notice of Meeting Section 1 Details of the Entitlement Offer

WorleyParsons + Colt Prospectus and Notice of Meeting 17 Section 1 Details of the Entitlement Offer

1.1 Overview of the Entitlement Offer The Entitlement Offer is an offer of approximately 22.9 million New Shares at the Application Price of $21.00 per New Share. The offer is a pro rata renounceable entitlement offer. Each Qualifying Shareholder is entitled to subscribe for 1 New Share for every 9 Ordinary Shares held at 7.00pm (AEST) on the Record Date.

1.1.1 The offer structure The Entitlement Offer structure consists of the following: ... Institutional Entitlement Offer – offers are made to Qualifying Institutional Shareholders to take up or sell their Entitlement. The Institutional Entitlement Offer closed on 9 February 2007; ... Institutional Bookbuild – New Shares of an equivalent number to the New Shares not taken up by Qualifying Institutional Shareholders under the Institutional Entitlement Offer are offered for subscription to Institutional Investors. The Institutional Bookbuild was conducted on 13 February 2007; ... Retail Entitlement Offer – Qualifying Retail Shareholders are sent this Prospectus and required to decide whether to take up or sell their Entitlement. The Retail Entitlement Offer closes on 2 March 2007; and ... Retail Bookbuild – New Shares of an equivalent number to the New Shares not taken up by Qualifying Retail Shareholders under the Retail Entitlement Offer are offered for subscription to Institutional Investors. The Retail Bookbuild is expected to be conducted on 8 March 2007.

1.1.2 No entitlement to interim dividend New Shares issued under the Entitlement Offer will not be entitled to the interim dividend for the half year ended 31 December 2006. New Shares issued pursuant to this Prospectus will rank equally in all other respects with existing Ordinary Shares from the date of allotment, including New Shares issued under the Institutional Entitlement Offer.

1.1.3 Underwriting of the Entitlement Offer The Entitlement Offer has been fully underwritten by UBS.

1.2 Purpose of the Entitlement Offer The purpose of the Entitlement Offer is to raise approximately $480 million to partly fund the acquisition of Colt. The remainder of the Purchase Price will be funded by the issue of Exchangeable Shares to the Vendors and bank loans.

Sources and applications of funds

A$m1 Sources of funds Entitlement Offer 480 Exchangeable Shares issued to Vendors 342 Debt funding 333 Total 1,155 Application of funds Purchase Price 1,133 Acquisition and funding costs 22 Total 1,155

Notes: 1 Assumed exchange rate of one Australian dollar equals 0.913 Canadian dollars.

Details of the Exchangeable Shares and debt funding are provided in Sections 9.1 and 9.2.

18 WorleyParsons + Colt Prospectus and Notice of Meeting 1.3 The Retail Entitlement Offer This Prospectus relates to the Retail Entitlement Offer only. The Retail Entitlement Offer is an offer to Qualifying Retail Shareholders of approximately 6.7 million New Shares at a price of $21.00 per New Share (the Application Price).

1.3.1 Who are Qualifying Retail Shareholders? Qualifying Retail Shareholders are those Qualifying Shareholders who: ... are registered as Shareholders at 7.00pm (AEST) on 14 February 2007 (the Record Date); and ... are not Qualifying Institutional Shareholders (see Section 1.6).

1.3.2 Applications under the Retail Entitlement Offer Qualifying Retail Shareholders are entitled to apply for 1 New Share for every 9 Ordinary Shares held at 7.00pm on the Record Date. The amount of your Entitlement is shown on the personalised Entitlement Form accompanying this Document. Qualifying Retail Shareholders may apply for all of their Entitlement, part of their Entitlement or none of their Entitlement.

1.3.3 Allotment of New Shares New Shares under the Retail Entitlement Offer are expected to be allotted on 15 March 2007 (the Final Allotment Date). No certiﬁcates will be issued in respect of the New Shares. Following allotment, Shareholders will receive a Holding Statement which sets out the number of New Shares allotted to them. Applicants may call the Share Registry on 1300 738 801 (Australia) or 61 3 9415 4601 (International) between 8.30am and 5.00pm (AEST) Monday to Friday from 15 March 2007 to seek conﬁrmation of their allocation.

1.3.4 The Retail Bookbuild The Retail Bookbuild will be conducted by the Underwriter on 8 March 2007. Institutional Investors will be entitled to participate in the Retail Bookbuild. They will be invited to bid for New Shares of an equivalent number to New Shares not taken up by Qualifying Retail Shareholders through their Entitlements.

1.3.4.1 Clearing Price The Clearing Price under the Retail Bookbuild may be equal to, above or below the Application Price. If the Clearing Price of the Retail Bookbuild is equal to or below the Application Price: ... WorleyParsons will receive the Application Price in respect of all New Shares sold through the Retail Bookbuild; and ... no cash will be payable to any Qualifying Retail Shareholders. If the Clearing Price of the Retail Bookbuild exceeds the Application Price: ... WorleyParsons will receive the Application Price in respect of all New Shares sold through the Retail Bookbuild; and ... the cash excess of the Clearing Price over the Application Price (the Retail Premium) will be paid pro rata to each Qualifying Retail Shareholder who did not accept their Entitlement in full (with respect to the part of the Entitlement they did not accept only). If the Underwriter is unable to obtain any Retail Premium for New Shares sold under the Retail Bookbuild, Qualifying Retail Shareholders renouncing some of their Entitlements will not receive any cash for their renounced Entitlements. The ability to sell New Shares under the Retail Bookbuild and the ability to obtain any Retail Premium will be dependent upon various factors, including market conditions. The fact that the Institutional Premium was $7.00 per New Share is not an indication that there will be a Retail Premium or what the Retail Premium may be. To the maximum extent permitted by law, none of WorleyParsons nor the Underwriter, nor their respective Related Bodies Corporate, nor the directors, ofﬁcers, employees, agents or advisors of any of them, will be liable, including for negligence, for any failure to procure applications under the Retail Bookbuild at a price in excess of the Application Price.

1.4 Institutional Entitlement Offer The Institutional Entitlement Offer was conducted by the Underwriter between 8 February 2007 and 9 February 2007. Qualifying Institutional Shareholders were offered the opportunity to subscribe for 1 New Share for every 9 Ordinary Shares held at the Record Date. A total of 11.6 million New Shares were allocated to Qualifying Institutional Shareholders under the Institutional Entitlement Offer to raise $242.6 million. Allotment of New Shares under the Institutional Entitlement Offer is expected to occur on 21 February 2007 (the Institutional Allotment Date).

WorleyParsons + Colt Prospectus and Notice of Meeting 19 Section 1 Details of the Entitlement Offer continued

1.5 The Institutional Bookbuild The Institutional Bookbuild was conducted on 13 February 2007. Institutional Investors who took up all of their Entitlement under the Institutional Entitlement Offer and other Institutional Investors were entitled to participate in the Institutional Bookbuild. The price achieved under the Institutional Bookbuild was $28.00 per New Share (the Institutional Bookbuild Price), which represents a $7.00 Premium to the Application Price. That premium will be paid to Qualifying Institutional Shareholders who did not accept their full Entitlement in proportion to the number of New Shares of their Entitlement sold under the Institutional Bookbuild. A total of approximately 4.6 million New Shares were allocated to Institutional Investors under the Institutional Bookbuild to raise approximatley $96 million for WorleyParsons (excluding the Institutional Premium to be paid to renouncing Institutional Shareholders for renounced Entitlements). Allotment of the New Shares under the Institutional Bookbuild is expected to occur on 21 February 2007.

1.6 No offer under Retail Entitlement Offer to participants in the Institutional Entitlement Offer The Retail Entitlement Offer does not constitute an offer to any Qualifying Institutional Shareholders. A Qualifying Institutional Shareholder is: ... any Institutional Shareholder which received an Institutional Entitlement Offer (whether or not it accepted that offer); or ... a nominee for such an Institutional Shareholder, in respect of Ordinary Shares held for such Institutional Shareholder.

1.7 No offer under Retail Entitlement Offer to holders of New Shares Any person allocated New Shares under the Institutional Entitlement Offer or Institutional Bookbuild does not have any entitlement to participate in the Retail Entitlement Offer in respect of those New Shares.

1.8 Shareholders outside Australia and New Zealand Shareholders outside Australia and New Zealand who are not offered an Entitlement will be treated as receiving and renouncing an Entitlement and will receive the Retail Premium (if any) in respect of all of that deemed Entitlement.

1.9 Top-Up Shares The Entitlement Offer is a complex process and in some instances investors may believe that they will own more Shares on the Record Date than they actually will. This results in reconciliation issues. If reconciliation issues occur, it is possible that WorleyParsons may need to issue a small quantity of additional New Shares (the Top-Up Shares) to ensure all Qualifying Shareholders receive their full Entitlement. The price at which these Top-Up Shares will be issued is not known but will be no lower than the Application Price. WorleyParsons also reserves the right to reduce the number of New Shares or the amount of the Institutional Premium or Retail Premium allocated to Qualifying Shareholders, or persons claiming to be Qualifying Shareholders, if their claims prove to be overstated or if they or their nominees fail to provide information requested to substantiate their claims. Any Top-Up Shares (and New Shares issued under the Retail Bookbuild) will be issued under this Prospectus and accordingly (without limiting other provisions of this Prospectus permitting variation of dates or acceptance of late Applications), the offers made in this Prospectus remain open for acceptance in respect of such Shares until the Final Allotment Date.

1.10 ASX quotation Application for quotation of the New Shares on ASX will be made no later than seven days after the date of this Document. If such application is not made, or if permission for quotation of New Shares is not granted by ASX within three months after the date of this Prospectus, or any longer period permitted by law, Application Monies will be refunded without interest. Subject to approval being granted, trading of the New Shares is expected to commence on a normal settlement basis within three Business Days of the relevant Allotment Date.

20 WorleyParsons + Colt Prospectus and Notice of Meeting 1.11 Restrictions on the Entitlement Offer in jurisdictions outside Australia This Prospectus does not constitute an offer or invitation to subscribe for New Shares in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or issue this Prospectus. It is the responsibility of any Applicant outside Australia to ensure compliance with the laws of any country relevant to their Application. No action has been taken to register or qualify the Entitlement Offer in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The Retail Entitlement Offer is not open to persons with registered addresses outside Australia and New Zealand unless WorleyParsons otherwise permits.

New Zealand This Prospectus has not been registered in New Zealand under or in accordance with the Securities Act 1978 (New Zealand). However, existing Shareholders with an address in New Zealand are permitted to take up their Entitlement.

1.12 Other jurisdictions New Shares may not be offered, sold or distributed in any other jurisdiction by means of this Prospectus or otherwise, except to persons to whom such offer, sale or distribution is permitted under applicable law.

1.13 Offer of Shares to Caravel Shareholders Caravel Investments Ltd (Caravel) was established by Colt as part of its retention and development strategy for key management who had not reached the level of Partner. Pursuant to a royalty agreement, Colt paid approximately 8.5% of Colt’s profit to Caravel for distribution among its 277 shareholders. As part of the acquisition of Colt, the Vendors are seeking to acquire Caravel, and Colt’s obligations under the royalty agreement will be assigned to the Vendors and terminated. Upon Completion, WorleyParsons will offer the Employees of Colt who were previously Caravel Shareholders the opportunity to invest in WorleyParsons. WorleyParsons will offer to issue up to $10 million worth of New Shares to such Caravel Shareholders at the Institutional Bookbuild Price (the Caravel Offer). The offer to the Caravel Shareholders is not underwritten and if there is insufficient demand, a lesser dollar amount of New Shares will be issued. Applications for the Caravel Offer must be lodged with WorleyParsons within five Business Days after the Completion Date and New Shares will be allotted shortly thereafter. New Shares offered under the Caravel Offer will not be escrowed.

1.14 Actions required by Qualifying Retail Shareholders

1.14.1 How can Qualifying Retail Shareholders apply for New Shares? Qualifying Retail Shareholders are entitled to the number of New Shares on their Entitlement Form which is attached to this Document. The Entitlement is based on their shareholding at the Record Date. In calculating Entitlements, fractional entitlements have been rounded up to the nearest whole number. To apply for your Entitlement, Qualifying Retail Shareholders should complete the personalised loose leaf Entitlement Form accompanying this Document in accordance with the instructions on the reverse side of the Entitlement Form. If you are a Qualifying Retail Shareholder, you can choose to: ... accept your Entitlement in full; ... accept part of your Entitlement and not accept the balance; or ... not accept your Entitlement. All Qualifying Retail Shareholders who apply will receive their Entitlement.

1.14.2 How to accept your Entitlement and make payment If you want to accept part of or all of your Entitlement: ... complete the personalised loose leaf Entitlement Form accompanying this Document in accordance with the instructions set out on the form; ... include with your Entitlement Form a cheque or bank draft (the amount calculated by multiplying the number of New Shares you applied for by the Application Price). If you do not indicate the number of New Shares for which you wish to subscribe, or there is a discrepancy between the amount of the cheque or bank draft and the number of New Shares indicated, WorleyParsons will treat you as applying for as many New Shares as your cheque or bank draft will pay for; and ... return the Entitlement Form to the Share Registry at the following address:

WorleyParsons + Colt Prospectus and Notice of Meeting 21 Section 1 Details of the Entitlement Offer continued

BY HAND BY MAIL Computershare Investor Services Pty Limited Computershare Investor Services Pty Limited Level 3 GPO Box 253 60 Carrington Street Sydney NSW 2001 Sydney NSW 2000 Australia Australia Payment will only be accepted in Australian currency and cheques and bank drafts must be drawn on or payable at an Australian bank. Cheques and bank drafts should be made payable to “WorleyParsons Limited – Entitlement Offer Applications Account No 2” and crossed “Not Negotiable”. Please do not send cash. Receipts for payment will not be issued.

1.14.3 What to do if you do not wish to accept any of your Entitlement If you do not wish to accept any part of your Entitlement, you should do nothing.

1.14.4 Closing Date for Applications The closing time and date for receiving Applications under the Retail Entitlement Offer is 5.00pm (AEST) on 2 March 2007 (or as varied). The Entitlement Forms must be received by the Share Registry by this time, even if lodged through a stockbroker or advisor. Entitlement Forms must be completed in accordance with the instructions outlined on the Entitlement Form.

1.14.5 Application Monies and interest Monies received from an Applicant for an Application will, until those New Shares are issued, be held by WorleyParsons in a trust account. If you are allotted less than the number of New Shares you applied for, you will receive a refund cheque for the relevant amount of Application Monies (without interest) not applied towards the issue of New Shares, as soon as practicable after the Closing Date. Subject to the Corporations Act and Listing Rules, WorleyParsons reserves the right to cancel any part of the Entitlement Offer at any time, in which case all Application Monies for New Shares which have not been issued will be refunded without interest. To the fullest extent permitted by law, each Applicant agrees that such Application Monies shall not bear or earn interest for the Applicant, irrespective of whether or not all or any of the New Shares applied for by the Applicant are issued to the Applicant, and that any interest earned on Application Monies held by WorleyParsons shall be the property of WorleyParsons.

1.14.6 Shareholder enquiries This Document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your stockbroker, accountant or other professional advisor. Questions relating to the Entitlement Offer can be directed to the WorleyParsons Entitlement Offer InfoLine on 1300 738 801 (Australia) or 61 3 9415 4601 (International), your stockbroker or professional advisor.

22 WorleyParsons + Colt Prospectus and Notice of Meeting Section 2 WorleyParsons’ existing business

WorleyParsons + Colt Prospectus and Notice of Meeting 23 Section 2 WorleyParsons’ existing business

2.1 Overview WorleyParsons is a leading provider of professional services to the energy, resource and complex process industries. It offers a broad scope of services across the full spectrum of an asset’s lifecycle, providing design and project services for evaluating the feasibility of new developments, creation of the asset and support to maximise the returns from the asset over its operating life. Through wholly-owned operations and joint ventures, WorleyParsons currently employs approximately 15,800 people in 30 countries and 95 ofﬁces worldwide (excluding Colt). For the year ended 30 June 2006, 64% of proﬁt before tax was derived from operations outside Australia and this is expected to grow in future years, particularly with the acquisition of Colt. WorleyParsons’ current locations are set out in the diagram below:

Diagram 3 WorleyParsons locations

Canada Russia Moscow Fort McMurray Fort St. John United Kingdom Grande Prairie Cold Lake Leeds Ireland Dublin Edmonton Lloydminster London Victoria Vancouver Saskatoon Bristol Kazakhstan Atyrau Nanaimo Calgary Toronto United States Chicago Bulgaria Sofia Sacramento Denver Spain Madrid Martinez Reading China Beijing Los Angeles China Tianjin Dallas Arcadia Chattanooga Egypt Cairo Monrovia Houston Iraq Deer Park Egypt Giza Kuwait Ahmadi China Shanghai Saudi Arabia Al Khobar Qatar Doha UAE Abu Dhabi Saudi Arabia Yanbu Oman Muscat India Mumbai Thailand Bangkok Philippines Manila Trinidad & Tobago Port of Spain Thailand Sriracha Nigeria Lagos Malaysia Kerteh Malaysia Kuantan Malaysia Kuala Lumpur Brunei Kuala Belait Singapore Malaysia Miri

Angola Luanda Indonesia Jakarta

Darwin

Townsville Karratha Mackay Australia Gladstone Kalgoorlie Chile Santiago Brisbane Perth Singleton Newcastle Kwinana Adelaide Sydney Bunbury Whangarei Spotswood Melbourne Auckland Geelong New Plymouth Hastings Bell Bay Nelson Christchurch New Zealand

WorleyParsons’ divisional structure is set out in Diagram 4 below:

Diagram 4 WorleyParsons divisional structure

WorleyParsons

Hydrocarbons Power Minerals & Metals Infrastructure

24 WorleyParsons + Colt Prospectus and Notice of Meeting The charts below show the spread of revenue among WorleyParsons’ geographic locations and business divisions.

Chart 5 Aggregated Revenue1 by geography for Chart 6 Aggregated Revenue1 by segment for the year ended 30 June 2006 the year ended 30 June 2006

Europe 18% Hydrocarbons 72% Australia and New Zealand 27% Power 15% Asia, the Middle East and Africa 22% Minerals & Metals 8% Americas 33% Infrastructure 5%

Notes: 1 Aggregated Revenue includes revenue from associates and excludes pass through procurement services for nil margin.

2.2 Hydrocarbons WorleyParsons’ Hydrocarbons group services the oil and gas industry (upstream hydrocarbons) and the refining and petrochemical industry (downstream hydrocarbons). For the year ended 30 June 2006, the Hydrocarbons group accounted for 72% of Aggregated Revenue and 65% of EBIT. WorleyParsons works with most of the major international oil companies (IOCs) including BP, Chevron, ConocoPhillips, Exxon Mobil, Shell and Total. It also has a strong track record of working with the large national oil companies (NOCs) including Abu Dhabi National Oil Company, China National Offshore Oil Corporation, Kuwait Oil Company, National Iranian Oil Company, Pertamina (Indonesia), Petronas (Malaysia), Qatar Petroleum and Saudi Aramco. Its strong geographic coverage also allows it to service the smaller NOCs. Other key clients include AGIP, BHP Billiton and Woodside. WorleyParsons has been involved in the development of many large and technically complex fixed offshore facilities. WorleyParsons has provided project services to many onshore developments including gas plants, production facilities and terminals. The Hydrocarbons group has recognised capabilities in both offshore and onshore pipeline design. The refining and petrochemical industry encompasses the downstream processing of oil and gas. WorleyParsons has held long-term relationships with a number of major refineries and petrochemical producers and has experience with many processes associated with the refining and production of petrochemicals and their associated derivatives. Customers include many downstream affiliates of the IOCs and NOCs.

WorleyParsons + Colt Prospectus and Notice of Meeting 25 Section 2 WorleyParsons’ existing business continued

WorleyParsons’ Hydrocarbons group is recognised as a leader in the development of long term relationship-based contracting in the Australasian and South-East Asian region. WorleyParsons holds a number of long-term contracts for the provision of services under alliance arrangements to support the operation of assets. The Company has recently announced a number of major contracts in the hydrocarbons sector including: ... April 2006 – Kuwait Oil Company awarded WorleyParsons a US$220 million contract to provide EPCM services for its gas oil pipeline project; ... June 2006 – Abu Dhabi Gas Industries and Abu Dhabi Gas Liquefaction Company awarded WorleyParsons three contracts with a total estimated value of approximately US$36 million; ... November 2006 – awarded US$250 million contract by Saudi International Petrochemical Company (Sipchem) for project management services for its phase 3 olefins and derivatives complex; and ... December 2006 – awarded US$220 million five-year contract by Mobil Producing Nigeria for EPCM services to support the execution of a portfolio of projects offshore Nigeria. WorleyParsons has also announced the recent acquisition of Houston-based Sea Engineering that will enhance its capability in the floating offshore structures market.

2.3 Power For the year ended 30 June 2006, the Power group accounted for 15% of Aggregated Revenue and 20% of EBIT. WorleyParsons offers a comprehensive set of project services to the global power industry from offices throughout America, Europe and Asia Pacific. WorleyParsons has extensive experience in the power industry tracing its roots in the power sector to US companies Chas. T. Main and Gilbert/Commonwealth. The power presence of WorleyParsons in Asia Pacific was enhanced in 2005 by the acquisition of Development Resources, the power consultancy arm of Singapore Power and the acquisition in 2006 of the remaining 50% of Burns & Roe Worley Pty Ltd in Australia. Drawing from this long history of combined experience, WorleyParsons has performed engineering, design, procurement and construction management for hundreds of power, industrial, commercial and government customers. Providing services to coal, gas, oil and nuclear-fuelled plants and electric transmission networks, WorleyParsons has been involved in supplying over 153,300 MW of generation capacity worldwide. Customers in these industries include power authorities, independent power producers, government, the financial community and industrial organisations. Major activity in the Power group for the 18 months to 31 December 2006 included significant project activity in Bulgaria on the Belene nuclear facility and the Maritza coal station. In the US, WorleyParsons provided full engineering services for the Tennessee Valley Authority’s (TVA) generating sites consisting of 11 fossil plants and 32 hydro plants. WorleyParsons also provides, in a joint venture, construction modifications and supplemental maintenance at six of TVA’s fossil plants and all hydro plants. WorleyParsons was recently awarded a services contract for engineering, procurement support and construction management for Santee Cooper’s new 600 MW coal-fired generation facility near Kingsburg in South Carolina. WorleyParsons has also been awarded contracts for the preliminary phases of integrated gasification combined cycle projects, projects involving the control of carbon dioxide emissions from power facilities as well as projects to reduce sulphur, mercury and nitrous oxide emissions. The Company is also providing services for the licensing of new nuclear facilities in the US.

26 WorleyParsons + Colt Prospectus and Notice of Meeting 2.4 Minerals & Metals The Minerals & Metals group provides consulting, design and project services to light metals (alumina, aluminium, magnesium), base metals (copper, nickel, zinc, lead), coal, ferrous (iron ore, steel), mineral sands and chemicals (titanium dioxide, fertilisers, nitric acid) sectors. WorleyParsons’ Minerals & Metals group has extensive experience with greenfields as well as complex brownfields and sustaining capital projects. In particular, WorleyParsons is recognised for its alumina process design and project delivery capability. For the year ended 30 June 2006, the Minerals & Metals group accounted for 8% of Aggregated Revenue and 11% of EBIT. WorleyParsons’ Minerals & Metals business continues its use of the alliance-based contracting strategy, with established alliances with BHP Billiton, Hydro Aluminium, OneSteel, Tomago Aluminium and Zinifex among others. WorleyParsons’ coverage within the sector has increased significantly, with the Minerals & Metals group now operating in Canada, the US, Chile, China and the Middle East, and performing contracts for customers in the UK, India, Indonesia, Saudi Arabia, Abu Dhabi, Russia and Africa. Major contracts awarded recently include a US$133 million program management services contract from Saudi Arabian mining company Ma’aden for the Ma’aden phosphate development project, and a $160 million contract from Pilbara Infrastructure for its Pilbara iron ore and infrastructure project. WorleyParsons’ Minerals & Metals business has made a number of strategic acquisitions and investments since 2002 to increase its global reach and strengthen its technical process capability. These acquisitions include, HG Engineering (Toronto), the remaining 49% of Jones & Jones Engineering (Geelong) and a recent investment in Arze, recine y Asociados Ingenieros Consultores SA (Santiago).

WorleyParsons + Colt Prospectus and Notice of Meeting 27 Section 2 WorleyParsons’ existing business continued

2.5 Infrastructure The Infrastructure group provides specialist design and project services in the civil, structural, environmental, geotechnical and coastal and marine ﬁelds. Its customer base covers some of the leading organisations in the energy and resource sectors and government, transport infrastructure, commercial and residential developments. For the year ended 30 June 2006, the WorleyParsons Infrastructure group accounted for 5% of Aggregated Revenue and approximately 4% of EBIT. The Infrastructure group complements WorleyParsons’ capabilities in the other sectors it operates in, enabling WorleyParsons to provide a broader range of services to development projects and asset operations support in the energy, resource and complex process industries. The acquisition and integration of the Calgary-based Komex environmental business in January 2006 has provided a signiﬁcant increase in the scale and capability of the infrastructure business. Komex provides professional services in the environmental and groundwater sectors. Other recent developments included the commencement of work on two world-scale infrastructure projects in conjunction with the Minerals & Metals group, for the Ma’aden phosphate development project and the Pilbara infrastructure project, and the acquisition of Sydney-based rail service group TMG. With the acquisition of the remaining 50% of Burns & Roe Worley Pty Ltd in 2006, WorleyParsons has increased its capability in the water processing industry.

2.6 WorleyParsons’ existing Canadian operations WorleyParsons currently has over 1,200 personnel providing engineering, project and environmental services in Canada. The Canadian operations began in 2003 through Calgary-based WorleyParsons MEG servicing the hydrocarbon market. It was expanded through WorleyParsons Komex, an environmental services business acquired in 2005 and WorleyParsons HGE, a Toronto-based Minerals & Metals consulting and project services business, also acquired in 2005. With over 600 personnel, WorleyParsons MEG provides specialist and project services in conventional oil, thermal heavy oil and oil sands and has completed multiple overseas projects from its Calgary base. The operation has grown organically since 2003. WorleyParsons Komex employs over 500 personnel and is one of Canada’s leading environmental and water resources consultants, servicing its clients through ofﬁces across Canada. It also provides specialist geotechnical and geophysical services. WorleyParsons HGE provides consulting and project services for the base metals and steel industries and specialist services in the cleaning of waste gases from metals process plants. It services Canada, the Americas and Africa, utilising its 125 Toronto-based staff.

28 WorleyParsons + Colt Prospectus and Notice of Meeting 2.7 Historical ﬁnancial performance Set out below is a summary of WorleyParsons’ ﬁnancial results for the three years ended 30 June 2006 and the six months ended 31 December 2006:

Table 1 WorleyParsons historical ﬁnancial performance

12 months to 12 months to 12 months to 6 months to A$m 30 June 20041 30 June 2005 30 June 2006 31December 2006

Aggregated Revenue2 514.8 1,379.5 2,464.4 1,459.8 EBITDA 49.0 117.0 219.9 141.5 EBIT 40.4 102.3 199.5 131.2 Net proﬁt after tax 30.7 66.5 139.1 94.5 Basic normalised EPS (cents)3 22.9 36.6 68.5 46.5

Notes: 1 The ﬁnancial results for the 12 months to 30 June 2004 were accounted for under historical Australian GAAP. If this information was restated as though Australian Equivalents to International Financial Reporting Standards (AIFRS) had been applied for the period, the impact of this would be to increase EBIT and net proﬁt by A$2.1 million and earnings per share by 0.8 cents per share compared to that reported under historical Australian GAAP as shown in the table above. 2 Aggregated Revenue includes revenue from associates and excludes pass through procurement services for nil margin. 3 Before amortisation of intangible assets including tax effect of amortisation expense.

The following charts show WorleyParsons’ EBITDA and normalised EPS growth since the company’s listing in 2002.

Chart 7 WorleyParsons EBITDA growth Chart 8 WorleyParsons normalised EPS growth

Compound annual growth rate = 60% Compound annual growth rate = 43%

250 220 80 69

200 60

150 117 37 40 (cents) (A$m) 100 20 23 49 16 34 42 20 50

0 0

FY 30 June 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006

Note: The 2005 and 2006 results are prepared under AIFRS and the 2002-2004 results are prepared under historical Australian GAAP.

WorleyParsons + Colt Prospectus and Notice of Meeting 29 Section 2 WorleyParsons’ existing business continued

2.7.1 Results highlights for the six months ended 31 December 2006 WorleyParsons’ operations are performing well by responding to the continued level of demand being experienced across the business. The performance of the businesses WorleyParsons has acquired recently, with the exception of the 50% share of Burns & Roe Pty Limited, is in line with or ahead of expectations. In the industries in which WorleyParsons operates, the challenge for the business is to match the right resources with demand. The international operations of WorleyParsons now contribute 70% of proﬁt before tax.

2.7.2 Outlook WorleyParsons expects the markets for its services will continue to be strong. WorleyParsons’ key markets and sectors are experiencing positive conditions and the business is well positioned to respond to these opportunities. Subject to conditions remaining favourable in these markets, it is expected that earnings will increase in the second half of 2007. WorleyParsons continues to evaluate opportunities for new business growth that will add to existing capabilities and provide value for Shareholders.

30 WorleyParsons + Colt Prospectus and Notice of Meeting Section 3 Colt

WorleyParsons + Colt Prospectus and Notice of Meeting 31 Section 3 Colt

3.1 Background On 8 February 2007, WorleyParsons announced it had entered an agreement to acquire Colt. Colt was founded in 1973 and has since become a leading provider of project services to the Canadian energy and resource industries with a focus on the hydrocarbons industry. The Colt businesses are currently owned by a partnership with ownership arrangements governed by a partnership agreement (the Partnership). The businesses are operated through a series of limited liability companies, which are owned by the Partnership. The Partnership has 33 partners, including 23 active partners.

3.2 Overview of Colt Colt’s markets are the oil and gas, reﬁnery, chemicals, pipelines, petrochemicals and power sectors. Colt provides services to these hydrocarbons and power sectors and also performs fabrication and construction services through its Cord Projects division based in Alberta. Colt has in excess of 4,600 employees with ofﬁces located in Calgary, Edmonton, Sarnia, Toronto and Anchorage. Colt operates in two market segments: hydrocarbons and power. The diagram below sets out the operational structure of Colt:

Diagram 5 Colt operational structure

Colt

Calgary Edmonton Sarnia Toronto CoSyn NANA/Colt Colt Cord Geomatics Projects

Colt’s reputation is built upon its recognised technical capabilities, long-standing customer relationships, application of technologies and a record of successful project delivery. Projects vary in complexity and length and can range from early stage feasibility studies to detailed design, project management and project delivery. Colt’s range of services includes: ... engineering ... construction ... procurement ... geospatial information systems and data management ... project management ... construction management. Colt services are provided to the following industries: ... conventional oil and gas production ... pipelines ... oil sands production ... reﬁning and upgrading ... heavy oil production ... power. ... gas processing Colt maintains relationships across a broad customer base including Canadian energy companies such as Devon Energy Corporation, Enbridge Pipelines, EPCOR, Imperial Oil, Nexen Energy, Pembina Pipelines, Petro-Canada, Suncor Energy, Syncrude and Talisman Energy and a number of IOCs such as BP, Chevron, ConocoPhillips, ExxonMobil and Shell. Approximately 90% of Colt’s projects are cost-reimbursable and they use a range of contracting approaches from one-off contracts to alliance/Supplier of Choice (SOC) arrangements employing integrated teams. In this respect, Colt’s approach to contract risk is similar to that of WorleyParsons’. Colt has established and continues to work in a number of alliance and SOC contracting relationships in the Canadian market. The CoSyn alliance established by Colt and Syncrude is Colt’s largest alliance, with around 490 dedicated Colt personnel. Alliance and SOC relationships represented approximately 54% of revenue for the year ended 31 January 2007 (estimated). Colt has also formed such relationships with Enbridge Pipelines, EPCOR, Imperial Oil, Petro-Canada, Shell, Suncor Energy and Talisman Energy. In addition, major projects accounted for 32% and small projects 14% of revenue for the year ended 31 January 2007 (estimated). An estimated 65% of Colt’s revenue for the year ended 31 January 2007 related to brownﬁeld project work. This work has historically provided a stable workload for the business. The charts below set out Colt’s revenue by sector and project type for the year ended 31 January 2007 (estimated).

32 WorleyParsons + Colt Prospectus and Notice of Meeting Chart 9 Revenue by project type for year ended Chart 10 Revenue by project stage for year ended 31 January 2007 (estimated) 31 January 2007 (estimated)

Alliances and SOCs 54% Brownfield 65% Other major projects 32% Greenfield 35% Small projects 14%

3.3 Key Colt management Proﬁles of some of the key members of the Colt management team are detailed in the table below. Larry Benke, Colt President, will be responsible for the Canadian operations of the Combined Group and will report to WorleyParsons CEO, John Grill. Subject to Completion, Larry will also act as Bill Hall’s alternate Director on the Board. Larry Benke is a Vendor and has a 6.32% interest in Colt. As part of the Acquisition, he has agreed to enter into an employment agreement which provides for an annual salary of C$575,000. In addition, he is eligible to receive up to 32% of his annual salary under the WorleyParsons short-term incentive plan and up to 23% under the long-term incentive plan, which percentages exceed the ranges set out in WorleyParsons’ Executive Remuneration Policy.

Table 2 Key Colt management

Name Position Experience and qualifications Larry Benke President Larry joined Colt in Edmonton as a design engineer in 1977 and has undertaken engineering design, project management and other management roles within the business. In 1988, Larry established the Toronto and Sarnia offices as General Manager before returning to Calgary in 1999 as President of Colt. He has been successful in leading Colt through a period of substantial growth and expansion into the new disciplines of pipelines, power generation and geomatics. Larry graduated from the University of Alberta with a Bachelor of Science in Electrical Engineering (Honours Standing). Greg Barnes Vice President – Greg has over 30 years’ experience in engineering and Operations project management roles. In 2006, he became Vice President of Operations after 10 years as General Manager of Colt’s Calgary office. Prior to joining Colt, Greg held various project management roles at Husky Oil. Greg holds Bachelor and Masters Degrees in Mechanical Engineering. Brian Janzen Vice President – Brian is a Chartered Accountant with 20 years’ Finance experience in various aspects of financial management including control, financial analysis, treasury, income taxes, budgets, audits and financial administration. Prior to becoming Vice President in 2005, Brian held the position of Director of Finance since 2001. Brian previously held senior financial management roles with Digital Oilfield, Vendanges Investments and Argus Technologies.

WorleyParsons + Colt Prospectus and Notice of Meeting 33 Section 3 Colt continued

Name Position Experience and qualiﬁcations Brian Faulkner General Manager Brian became General Manager of Colt’s Toronto – Toronto business unit in 2002 after 20 years’ experience as chief engineer, senior engineer and engineering manager with SNC-Lavalin. Brian has wide-ranging technical and administrative experience with capital projects for the industrial, petrochemical, chemical and municipal sectors.

Ewart Cameron General Manager Ewart was appointed General Manager of Cord Projects – Cord Projects in 2001 after three years as Manager of Colt’s Excel alliance with Petro-Canada. He has also held numerous alliance and project management roles with Fluor Daniel Canada, Alcoa and Procter & Gamble. Ewart has over 35 years of experience in the engineering and construction industry.

Randy Karren General Manager Randy became General Manager of Colt’s Calgary division – Calgary in 2005 after spending 19 years with Colt as an engineer, project manager and later engineering manager. Randy has 30 years’ experience in operating plant, fabricating plant and consulting environments and holds a Bachelor of Science in Chemical Engineering from the University of Calgary.

Marty Gaulin General Manager Marty has 23 years of facilities and pipeline engineering – Sarnia experience including seven years of gas plant operations, maintenance and facilities experience. Before becoming General Manager, Sarnia, Marty held alliance manager roles for the Talisman and Petro-Canada alliances.

David Parker General Manager Prior to joining Colt, David was Manager of Pipeline – Colt Geomatics Projects at AMEC, where he created a new business unit serving customers such as Encana, Syncrude, TransAlta and Williams Gas Pipelines. David holds a Bachelor of Civil Engineering and a Masters of Business Administration (MBA) and has completed the Executive MBA program at the University of Calgary.

Jacob Kellerman General Manager Before becoming General Manager at Edmonton, Jacob – Edmonton held positions as General Manager at Sarnia and Plant Manager for Safripol in South Africa. Jacob has 24 years’ experience in operations, design and management in the polyoleﬁn industry.

John Minier General Manager John has 32 years of military and private industry – NANA/Colt experience in management and engineering at various levels of the oil and gas industry. Prior to joining NANA/Colt, John was the Founding President of NANA Paciﬁc, a construction and construction management company supporting the government sector. He holds a Bachelor of Science in Engineering and Applied Sciences from the US Military Academy.

34 WorleyParsons + Colt Prospectus and Notice of Meeting 3.4 Office locations Colt’s offices are located in Calgary, Edmonton, Sarnia and Toronto in Canada and Anchorage in the US. Diagram 6 shows the locations of these offices. Additionally, Colt has substantial staff in Fort McMurray working on customer sites.

Diagram 6 Colt’s ofﬁce locations

Anchorage Oil Sands Region

Edmonton

Calgary

Toronto Sarnia

In Alaska, Colt’s services are provided through a 50:50 joint venture with NANA Development Corporation. The NANA/Colt Alaska joint venture provides EPCM services to major and small oil and gas producers in Alaska with a focus on Alaska’s North Slope oil and gas region. NANA/Colt has signiﬁcant experience in Arctic cold-region work and remote areas and also has pipeline, ﬁre and gas and suppression and utilities experience.

WorleyParsons + Colt Prospectus and Notice of Meeting 35 Section 3 Colt continued

3.5 Hydrocarbons Colt’s Hydrocarbons activities accounted for more than 90% of total revenue for the 12 months ended 31 January 2007 (estimated). This included 16% of revenue from Cord Projects, described below.

3.5.1 Upstream hydrocarbons Colt supports projects in conventional oil and gas production in addition to heavy oil and oil sands development projects. Colt has signiﬁcant experience in providing project services to: ... onshore production facilities; ... onshore oil and gas plants and terminals; and ... onshore pipelines and pipeline facilities. Colt is a leading provider of services for oil sands production (both mineable and in-situ), transportation and processing facilities. For approximately 30 years, Colt has been involved in the design and/or construction management of over 3,000 oil sands related projects. This experience covers all aspects of oil sands extraction, including dry materials handling, hydrotransport, extraction, froth treatment, water treatment, solvent recovery and tailings technology, as well as full and partial upgrading facilities. Colt has designed and been involved in the construction of oilﬁeld production and treating systems with oil gravities ranging from 6° to 42° (API). The business has also completed a large number of natural gas production and processing projects. These projects have involved compression, dehydration, natural gas liquid recovery, sweetening, sulphur plants and acid gas injection facilities. Colt is also a leading Canadian pipeline engineering company, having been involved in the installation of over 40,000 kms of pipelines and associated pipeline facilities.

3.5.2 Downstream hydrocarbons Colt has experience in providing services to the downstream oil and gas sector. Colt has completed greenfield projects as well as additions and modifications to major refineries, upgraders and petrochemical complexes. Colt has in-depth knowledge of process design and layout considerations, piping systems, pumping, utility and control systems for installations of equipment assemblies for refineries. Since 1990, Colt has had a service agreement with Petro-Canada to provide engineering services for plant upgrades and modifications on over 1,000 projects throughout the process units and utility systems at the Mississauga and Edmonton refineries. In 1992, Colt established a partnership with Shell Canada with a mandate to provide EPCM services at the Sarnia and Scotford refineries and the styrene plant and the Sherwood Marketing Terminal. Colt has participated in over 500 projects with Shell Canada. Colt’s revamp and turnaround support teams have completed refinery/upgrader modifications for Suncor, Shell, Petro-Canada, Syncrude, Co-op and Husky Oil.

36 WorleyParsons + Colt Prospectus and Notice of Meeting 3.5.3 A selection of current hydrocarbons projects A selection of Colt’s major current projects being undertaken in the oil and gas industry is set out below:

Phase Customer Project Description Project location Identify Enbridge Gateway Engineering services for the initial routing Alberta and British Pipelines studies and economic evaluation for a diluted Columbia bitumen pipeline from Edmonton to Kitimat, British Columbia. Select Imperial Oil/ Mackenzie gas Engineering services for the initial routing Northwest Shell/ pipeline studies and economic evaluation for a Territories and Conoco-Phillips natural gas pipeline from the Beaufort Sea to Alberta Northern Alberta, including gas processing and compression. Select Petro-Canada Fort Hills Engineering services, in a joint venture with North of Fort AMEC Americas, for a 165,000 bpd mineable McMurray oil sands facility including ore preparation, extraction, froth treatment and utilities and offsites. Define Nexen Energy Long Lake South EP services for a 70,000 bpd in-situ steam South of Fort assisted gravity drainage (SAGD) facility. McMurray Define Suncor Energy Voyageur EP services for five hydro-treaters for the Fort McMurray hydro-treaters Voyageur bitumen upgrader. Execute Albian Sands Athabasca oil EPCM for a 90,000 bpd expansion of the North of Fort Energy (Shell, sands project Athabasca mineable oil sands facility. This McMurray Chevron, Western expansion project is being completed in a joint venture Oil Sands) with AMEC Americas. Execute Devon Energy Jackfish EP services for a 35,000 bpd in-situ SAGD South of Fort Corporation facility. McMurray Operate Talisman Energy “Prime” alliance Ongoing EPCM services for Talisman Energy’s Western Canada ongoing production in the Western Canadian basin. Operate Syncrude CoSyn Ongoing EPCM services to support Fort McMurray Syncrude’s ongoing operations in Fort McMurray.

WorleyParsons + Colt Prospectus and Notice of Meeting 37 Section 3 Colt continued

3.6 Power Colt’s Power group is located in Edmonton and Toronto. The Power group has diverse power expertise including waste heat recovery, simple and combined cycle systems and hydrocarbon heat transfer cycles. Colt’s customers include major Canadian utility companies TransAlta, Ontario Power Generation and EPCOR. In addition, Colt executes utility and cogeneration projects within major oil and gas and infrastructure projects. Recent experience includes: ... TransAlta EPCOR Keephills 3 – 450 MW coal-ﬁred power plant. Colt is completing preliminary engineering for this EPCM contract. Detailed engineering will commence in 2007 with the facility start-up expected in late 2010; ... Nexen Long Lake – 180 MW cogeneration facility; ... Ontario Power Generation – provision of engineering services for Balance of Plant work on various power stations in the Ontario region. This work is completed under an Engineering Services Agreement which has been in place since early 2006; and ... Toronto Airport – owner’s engineer for a 117 MW combined cycle cogeneration power plant facility.

38 WorleyParsons + Colt Prospectus and Notice of Meeting 3.7 Cord Projects Cord Projects is Colt’s construction and fabrication business which was established in 1978. The Canadian hydrocarbons market operates in extreme weather conditions for part of the year. This factor and the distance of the oil sands region from the major industrial centres require operators in the industry to have fabrication of some facilities constructed on a modular basis and shipped to the production site to be assembled and commissioned on site. The high level of capital development in the oil sands region in recent years has resulted in a shortage of fabrication capacity in the industry and is a limiting factor in the speed of the development of oil sands projects. In response to the increasing demand for fabricated modules, Cord established its Edmonton module fabricating facility in 2005. Cord Projects operates with the appropriate level of HSE systems for a construction organisation and has also established strong commercial and risk management systems that have enabled the division to operate proﬁtably since inception. Risk in the Cord division is further managed by limitations around the size, labour posture and technical complexity of the projects undertaken. Cord Projects accounted for 16% of Colt revenue for the 12 months ended 31 January 2007 (estimated). Cord Projects provides mechanical, piping and structural work across the various hydrocarbons sectors in Western Canada. The division carries out both reimbursable and ﬁxed price work through its module yard and piping fabrication facility and supplies personnel to customer-generated sites. Cord Projects’ primary areas of expertise include: ... direct-hire construction services ... commissioning/decommissioning ... shop fabrication/modularisation ... construction management.

WorleyParsons + Colt Prospectus and Notice of Meeting 39 Section 3 Colt continued

3.8 Alliance and Supplier of Choice (SOC) relationships Colt has established a number of alliance and SOC relationships, which have helped it expand both the scope and scale of services it provides to key customers. These relationships contributed approximately 54% of Colt’s revenue in the year ended 31 January 2007 (estimated). Colt’s key alliances and SOC relationships are detailed below:

Customer Name Description Sector Syncrude CoSyn Largest long-term relationship, with approximately Mineable oil sands 490 dedicated Colt personnel. Formed in 1991, based in Edmonton and the Syncrude facility, CoSyn supports Syncrude’s Fort McMurray operations. CoSyn is responsible for providing a broad range of engineering and project services. Syncrude is the world’s largest producer of light sweet crude oil from oil sand. Imperial Oil (Esso) Upstream, Upstream alliance was formed in 1991 involving small Oil and gas, refining Action Alliance project engineering and FEED work on Imperial Oil’s Cold Lake oil sands facilities and conventional oil and gas facilities. Action Alliance for EPCM services to the Nanticoke refinery. Talisman Energy Talisman Energy Alliance involves FEED and engineering support to Talisman Oil and gas Energy’s gas pipelines and facilities in Western Canada and New York. Shell Shell National agreement under which Colt carries out all small Refining project base plant work at Shell’s oil refineries in Edmonton and Sarnia. Suncor Suncor SOC SOC since 2004 for EP services in Canada. Oil sands, upgrading and pipelines Petro-Canada Excel, Pacer, APEC Three separate long-term alliances for EPCM services to its Refining, oil and gas Western Canada gas unit, its western region rack-back unit and its lubricants manufacturing and central region business units. Enbridge Enbridge Two separate evergreen contracts for EPC services in Pipelines and pipeline Canada. facilities

3.9 Joint venture relationships In order to broaden the scope and scale of services provided to customers, Colt is currently involved in a number of joint venture and teaming relationships.

3.9.1 NANA/Colt In Alaska, Colt’s services are provided through a joint venture with NANA Development Corporation. NANA Development Corporation was created in 1971 by a Congressional Act to solve the land claim struggles between the Alaskan Natives, State of Alaska and the US federal government. NANA Development Corporation is owned by over 11,400 Inupiat Eskimo shareholders and its stated mission is to improve the quality of life of the Inupiat people. The NANA/Colt 50:50 joint venture is an incorporated company which provides EPCM services to major and small oil and gas producers in Alaska (see Section 3.4). The joint venture contributed approximately 3% of total revenue for the year ended 31 January 2007 (estimated).

3.9.2 Other joint venture relationship Colt and AMEC Americas have formed a series of joint ventures to pursue and execute mineable oil sands projects. These arrangements are project speciﬁc and are evaluated on a case-by-case basis. Projects that are currently being executed in joint venture with AMEC Americas include: ... Albian Oil Sands – Athabasca oil sands development upstream expansion; ... Albian Oil Sands – Athabasca oil sands development expansions 2 and 3; ... Petro-Canada – Fort Hills; and ... Synenco – Northern Lights.

40 WorleyParsons + Colt Prospectus and Notice of Meeting 3.10 Historical ﬁnancial performance

Pro forma historical financial performance Colt’s Pro forma EBITDA for the 12 months ended 31 January 2007 (estimated) is C$106.3 million. Pro forma EBITDA incorporates: ... stand-alone pro forma adjustments to normalise Colt’s historical financial performance to determine Adjusted EBITDA; and ... other pro forma adjustments to reflect the effect of the Acquisition as if it occurred on 1 January 2006. The pro forma adjustments are described in Section 5.6.

Historical financial performance For the purposes of historical comparison of Colt’s financial results, the table below sets out the Adjusted financial results for the years ended 31 January 2004, 2005, 2006 and 2007.

12 months to 12 months to 12 months to 12 months to C$m 31 January 2004 31 January 2005 31 January 2006 31January 2007E Adjusted EBITDA 32.3 55.5 81.9 102.6 Depreciation (3.0) (3.8) (5.7) (7.5) Amortisation – – – – Adjusted EBIT 29.3 51.7 76.2 95.1

12 months to 12 months to 12 months to 12 months to A$m 31 January 2004 31 January 2005 31 January 2006 31January 2007E Adjusted EBITDA 35.1 58.5 89.8 119.6 Depreciation (3.3) (4.0) (6.2) (8.7) Amortisation – – – – Adjusted EBIT 31.8 54.5 83.6 110.9 Exchange rate1 0.919 0.948 0.912 0.858 Notes: 1 Colt’s financial statements are prepared in Canadian dollars. For the purposes of this table, amounts in Canadian dollars have been converted into Australian dollars at the average exchange rate applicable to each respective financial period. 2 Financial results for the 12 months to 31 January 2007 are based on the actual financial statements of Colt for the nine months ended 31 October 2006 and estimated results for the three months ended 31 January 2007. For more information, refer Section 5.6.1. 3 Other than the translation to Australian dollars, the estimate of the results for the three months ended 31 January 2007 and the adjustments discussed below, the summary of results presented in Canadian dollars above are based on the financial statements of Colt, on which unqualified audit opinions, in accordance with Canadian generally accepted auditing standards (GAAS), were issued by KPMG.

In compiling the adjusted ﬁnancial results set out above, the EBITDA of Colt has been adjusted to: ... eliminate income and gains on sale of long-term investments; ... equity account associates in accordance with Australian Accounting Standards that were proportionately consolidated under Canadian GAAP; and ... include additional salary expenses that would be required were Colt not structured as a partnership. The ﬁnancial impact of these adjustments has been to decrease EBITDA for the periods reported, in the following amounts:

12 months to 12 months to 12 months to 12 months to 31 January 2004 31 January 2005 31 January 2006 31January 2007E Decrease in EBITDA (C$) (1.6) (2.3) (2.6) (3.8) Decrease in EBITDA (A$) (1.7) (2.4) (2.9) (4.4) Further pro forma adjustments to EBITDA have been made to give effect to the transactions associated with the Acquisition, as described in Section 5.6.

WorleyParsons + Colt Prospectus and Notice of Meeting 41 Section 3 Colt continued

3.10.1 Twelve months ended 31 January 2004 Adjusted EBITDA for the 12 months ended 31 January 2004 was C$32.3 million. This result was primarily driven by: ... a stable backlog of engineering services work from the alliances and the completion of the Petro-Canada McKay River project; and ... increased volume of work on in-situ oil sands projects and Arctic pipelines.

3.10.2 Twelve months ended 31 January 2005 Adjusted EBITDA for the 12 months ended 31 January 2005 was C$55.5 million. This result was primarily driven by: ... increased capital spending in the hydrocarbons industry resulting in an increased project workload in heavy oil and Arctic pipelines; and ... the award of early project work for two world-scale oil sands facilities. In addition, Colt was selected by Suncor as a SOC for oil sands and pipeline projects.

3.10.3 Twelve months ended 31 January 2006 Adjusted EBITDA for the 12 months ended 31 January 2006 increased to C$81.9 million, an increase of C$26.4 million (48%) over the prior year. The 48% increase can be primarily attributed to: ... continued spending in the Canadian and Alaskan hydrocarbons markets. As a result of this increased spending, Colt was awarded a number of major EP and EPCM projects in the heavy oil, oil sands and reﬁning sectors in Alberta and Ontario. These projects included Nexen Energy’s Long Lake project and Suncor’s Genesis project; and ... increased workload of the Cord Projects division due to strong conditions in the Alberta construction market and the addition of a module fabrication facility.

3.10.4 Twelve months ended 31 January 2007 (nine months of actual results and three months of estimated results) Adjusted EBITDA for the 12 months ended 31 January 2007 is estimated to be C$102.6 million. This reflects an increase of C$20.7 million (25%) on the prior year. Earnings growth remains strong primarily due to: ... a number of the projects that began in financial year 2005 and 2006 moved from the front-end phase to detailed engineering during this period, including the Albian Sands Athabasca oil sands development (upstream expansion) project and Suncor’s mine expansion projects. The most prominent segments continue to be the oil sands, heavy oil and refining sectors of the market; and ... increased workload in the Cord Projects division as a result of continued demand in the Canadian construction market and a full year of production from the module fabrication facility.

3.11 Outlook statement The outlook for the Canadian hydrocarbons market remains strong. Colt’s operations are performing well in being able to respond to the increasing level of demand experienced across the business. A strong backlog of work is underpinned by projects associated with established alliance and SOC relationships, many of which have been in existence for some time.

42 WorleyParsons + Colt Prospectus and Notice of Meeting Section 4 Canadian hydrocarbons market

WorleyParsons + Colt Prospectus and Notice of Meeting 43 Section 4 Canadian hydrocarbons market

4.1 Canadian hydrocarbons market Colt is a leading provider of design and project services to the Canadian hydrocarbons industry. This market position is fundamental to the rationale for the Acquisition.

4.1.1 Oil market overview The Canadian oil industry is large and growing with the second largest proven oil reserves in the world. According to the Canadian Association of Petroleum Producers, Canadian oil production reached 2.5 million barrels per day in 2005 and is expected to reach four million barrels per day by 2012. The vast majority of oil has been produced in Western Canada, including almost one million barrels per day from the oil sands and the remainder from conventional and heavy oil deposits. The quantity and proportion of total production represented by the oil sands is expected to increase. Canada is currently the eighth largest producer of crude oil and is expected to be the fourth largest producer in 2015. It is also the number one supplier of crude oil and crude oil and petroleum products to the US.

Chart 11 Top 10 world crude oil producers in 2005

Russia Saudi Arabia USA Iran China Oil sands growth is expected to move Canada from number 8 to Mexico number 4 in the world by 2015 Norway Canada UAE Venezuela

012345678910

Million barrels per day

Source: Canadian Association of Petroleum Producers, June 2006 report

Chart 12 US imports of crude oil and petroleum products by country of origin Canada is the largest supplier of crude oil and petroleum products to the US.

2,500

2,000

1,500

1,000

500 Thousand barrels per day Thousand barrels 0 Canada Mexico Saudi Venezuela Nigeria Iraq Algeria Angola Russia United Virgin Ecuador Kuwait Arabia Kingdom Islands

Crude oil Petroleum products

Source: Canadian Association of Petroleum Producers, June 2006 report

44 WorleyParsons + Colt Prospectus and Notice of Meeting 4.1.2 Oil sands industry overview Oil sands are an alternative source of oil that are increasingly becoming more economic to produce due to rising oil prices, lower operating costs and a favourable fiscal regime. Oil sands are mined to extract the very heavy oil (bitumen) which is upgraded into synthetic crude oil or refined directly into petroleum products by specialised refineries. The Canadian oil sands industry is centred in Alberta, which has the largest known deposit of oil sands in the world. The sands are sourced in three main areas: Athabasca, Cold Lake, and Peace River, which combined, cover a 140,800 km2 area.

Diagram 7 Canadian oil sands reserves Diagram 8 Major oil sands projects

UTS Synenco Athabasca Suncor Shell

Peace River Fort McMurray UTS Husky Fort Hills Shell Imp. Jackpine CNRL Oil PH. 2 Horizon Kearl Exxon Husky Mobil Husky Total Shell Joslyn CNRL Jackpine Husky PH. 1 Aurora Albertarta CNRL South

Shell Suncor Edmonton Canadaa Syncrude Firebag Calgary Cold Lake Imp. Oil North Syncrude Steepbank Mine Base US Mine Suncor Petro Canada Oil Sands Areas Extent of Athabasca Wabiskaw – McMurray Deposit Mckay River Suncor

Source: Source: Alberta Energy & Utilities Board, Alberta’s Energy Reserves 2005 Canadian Association of Petroleum Producers, The Canadian Oil Sands and Supply/Demand Outlook 2006-2015 Opportunities and Challenges, February 2006

It is estimated that approximately 1.7 trillion barrels of crude bitumen resources are located in Alberta’s oil sands deposits. Of these resources, 300 billion barrels are ultimately recoverable and 174 billion are recoverable using current technology under today’s economic conditions.

Chart 13 World oil reserves

300 Of Canada's 179 billion barrels 264 of proven reserves, 174 billion 250 barrels are located in oil sands

200 179

133 150 115 ` 102 92 100 80

Billions of barrels Billions of 60 39 36 50 21

0 Saudi Canada Iran Iraq Kuwait Abu Venezuela Russia Libya Nigeria United Arabia Dhabi States

Source: Oil & Gas Journal (2005), cited by Canadian Association of Petroleum Producers, June 2006 presentation

WorleyParsons + Colt Prospectus and Notice of Meeting 45 Section 4 Canadian hydrocarbons market continued

4.1.3 Extraction process Oil sands are extracted using either open pit mining or in-situ (in-place) methods. Open pit mining is used when the deposits are close to the surface. For all other deposits, in-situ recovery is required to produce bitumen. In-situ oil sands production is similar to that of conventional oil production where oil is recovered through wells. However, the heavy, viscous nature of the bitumen means that it will not flow under normal conditions. Numerous in-situ technologies have been developed that apply thermal energy to heat the bitumen and allow it to flow to the well bore. These include thermal (steam) injection through vertical or horizontal wells such as cyclic steam stimulation, pressure cyclic steam drive and SAGD. The Alberta Energy & Utilities Board estimates that 80% of the total bitumen ultimately recoverable in Alberta will be with in-situ techniques. After being separated from the sand, bitumen must be upgraded before it can be refined into gasoline, diesel, jet fuel and other hydrocarbons products. The upgrading process converts the bitumen from thick, molasses-like oil to a synthetic crude oil.

4.1.4 Oil sands market trends Oil sands production in Canada has more than doubled over the past decade and is currently around one million barrels per day. The Canadian Association of Petroleum Producers has projected that production could reach 3.5 million barrels per day by 2015 and four million barrels per day from oil sands by 2020. The Canadian National Energy Board (Canada’s Oil Sands Opportunities and Challenges to 2015: An Update, June 2006) estimates that under current market conditions, new integrated mining and SAGD production with an associated upgrader is economic at US$30 to US$35 per barrel for West Texas Intermediate crude oil (WTI). The report notes that high energy and capital costs pose a risk to this range. Chart 14 shows the Canadian National Energy Board’s estimate of oil sands capital expenditure if all planned projects are undertaken as well as the Board’s base case estimate to 2015. The base case estimate assumes WTI crude oil prices remain at or above US$50 per barrel while the All Projects case assumes all projects publicly announced to date commence operation at their announced volume and start date.

Chart 14 Estimated oil sands capital expenditure

20 18 16 14

C$Bn 12 10 8 6 4 2 0 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

All Projects case Base case

Source: Canadian National Energy Board, Canada’s Oil Sands: Opportunities and Challenges to 2015: An Update, June 2006

The Canadian oil sands industry is expected to grow signiﬁcantly in future years. According to the National Energy Board, C$125 billion in capital expenditures have been publicly announced for the period 2006 to 2015. Canada’s political stability and proximity to the world’s largest consumer of oil, the US, gives it a competitive advantage over other oil-producing regions such as the Middle East and is a major contributing factor to this growth.

46 WorleyParsons + Colt Prospectus and Notice of Meeting 4.1.5 Market drivers Current inﬂuences on the development of oil sands include:

Key drivers Comments Crude oil prices The initial capital cost of the facility requires a price for WTI crude oil of US$30 to US$35 per barrel (refer to 4.1.4) Rising global energy demands Demand for oil remains buoyant, driven by China and India Technological innovations As the oil sands industry develops, the adoption of new technologies is increasing Investment climate Oil sands capital expenditure in Canada is expected to grow significantly over the next decade Market development and pipelines As Canadian oil production increases, Canadian producers are exploring new markets for oil including the Midwest and Gulf Coast of the US, California and China. Producers need to develop new pipelines in order to ship crude oil to these new markets Rising capital and skills shortages Land prices, skilled craft labour and equipment costs have increased significantly Fiscal regime See discussion below Management of environmental impacts Oil sands refining requires high levels of energy inputs and effective management is necessary to ensure the environmental impacts are limited

4.1.6 Fiscal regime The increased level of investment in the oil sands industry has in part been driven by numerous ﬁscal policies of the Canadian and Albertan governments. The Province of Alberta imposes an initial royalty of 1% of the gross revenue from bitumen produced, until the producer has recovered 100% of the capital costs associated with the establishment of the plant, including an amount representing a return on capital. Subsequently, the royalty is 25% of net revenue after deducting ongoing capital expenditures. The Canadian federal government also provides capital allowances related to oil sands developments. When a company makes a capital investment for a new mine or a major mine expansion, it can deduct 100% of that expenditure from taxable income earned from the project.

WorleyParsons + Colt Prospectus and Notice of Meeting 47 Section 4 Canadian hydrocarbons market continued

4.1.7 Heavy oil industry Heavy oil is any oil having an API gravity scale between 22.3˚ and 10˚ and shares a number of the same properties as oil sands. Like oil sands, extraction requires the use of specialised technology, including cold heavy oil production with sands. The main heavy oil reserves are located in Western Canada, particularly Alberta. The Canadian Association of Petroleum Producers estimates that in 2005, 476,000 barrels per day of heavy oil were produced in Canada, compared to 577,000 barrels of conventional (light and medium) oil. As is the case for conventional oil, heavy oil production levels are expected to decline over time, placing greater importance on the oil sands industry.

4.1.8 Pipeline infrastructure If oil sands industry activity expands as expected, it will require extensive investment in pipeline infrastructure to transport bitumen and synthetic crude oil to markets (particularly the US) and to provide natural gas as an energy source to the region. The increased production of oil in Western Canada, driven by oil sands, has resulted in several proposed pipeline expansions or greenﬁeld pipeline projects. A number of these proposals are either currently being considered by the National Energy Board, have been publicly announced or are being considered by industry. Among those publicly announced are the Mackenzie Valley pipeline and a new trans-Alaskan pipeline.

48 WorleyParsons + Colt Prospectus and Notice of Meeting Section 5 Effect of the Acquisition and Entitlement Offer

WorleyParsons + Colt Prospectus and Notice of Meeting 49 Section 5 Effect of the Acquisition and Entitlement Offer

5.1 Rationale for the transaction WorleyParsons’ corporate strategy is focussed on the continued proﬁtable development and growth of the Company and is based on the following key differentiators: ... committed, empowered and technically capable people; ... industry leadership in health, safety and environmental performance; ... outstanding operational and corporate performance; ... focus on long-term contracts; ... success in project delivery – large and small; and ... strengthen geographic presence. The acquisition of Colt is intended to complement and support these differentiators.

5.1.1 Committed, empowered and technically capable people Colt employs a number of highly skilled and experienced personnel who WorleyParsons believes will contribute to the ongoing success of WorleyParsons both in Canada and in other WorleyParsons operations. The commitment of a number of senior Colt executives has been secured through employment services agreements with three year terms. The integration process will focus on staff retention. Over 30% of the Purchase Price will be paid to the Vendors in the form of Exchangeable Shares ensuring strong alignment of interest in the Combined Group. Colt President, Larry Benke has agreed to receive 50% of his consideration in Exchangeable Shares and all active Partners will receive in excess of 27.5% of their consideration in Exchangeable Shares. An Escrow Period applies to the Exchangeable Shares, during which time the Vendors generally may not exchange or sell their Exchangeable Shares (see Section 9.3.2). It is anticipated that from Completion, key Colt executives will participate in WorleyParsons’ existing short-term incentive program. Key Colt executives will be invited to participate in the upcoming 2008 ﬁnancial year long-term incentive program. Full details of these programs will be contained in the WorleyParsons 2007 Annual Report.

5.1.2 Industry leadership in health, safety and environmental performance Colt has an established safety culture covering behavioural, systems and reporting requirements and has been presented with several industry safety awards in recent years. WorleyParsons believes that the safety performance of the Combined Group will not be adversely affected by the integration of Colt.

5.1.3 Outstanding operational and corporate performance Colt has a reputation for technical excellence, enduring customer relationships and successful project delivery. Following the Acquisition, the Colt business should beneﬁt from access to WorleyParsons’ global resources and workshare methodologies, EPCM and project systems and practices. This is expected to further enhance the operational and corporate performance of Colt.

5.1.4 Focus on long-term contracts Colt operates with a similar relationship contracting approach to WorleyParsons, focussing on long-term alliance and Supplier of Choice contracts. Maintenance and expansion of Colt’s existing long-term contracts are key focus areas for the integration of the business. WorleyParsons expects to beneﬁt from Colt’s experience and practice in this area. It is also expected that the Combined Group will take advantage of WorleyParsons’ broad sector capabilities to extend long-term alliance and Supplier of Choice contracts, over time, to the Canadian minerals and metals and power sectors.

5.1.5 Success in project delivery – large and small Colt has a strong reputation in Canada for the successful delivery of large and small projects. With the beneﬁt of WorleyParsons’ global resources, systems and relationships and Colt’s technical capabilities, the Combined Group will be in a position to execute large-scale hydrocarbons projects in Canada in its own right.

5.1.6 Strengthen geographic presence The combination of Colt with WorleyParsons’ existing North American operations will create a large and technically capable service provider to the hydrocarbons and power industries. The Acquisition will also expand WorleyParsons’ global technical capabilities, particularly in relation to heavy oil, oil sands, Arctic and other cold weather projects.

50 WorleyParsons + Colt Prospectus and Notice of Meeting 5.2 WorleyParsons’ strategy for integration of the business

5.2.1 Integration Colt is an established business which operates in business lines which are similar to, and has some common customers with, WorleyParsons. Colt’s contract risk proﬁle is similar to that of WorleyParsons, with a high proportion of its contracts cost-reimbursable service contracts. While WorleyParsons and Colt are both major service providers to the hydrocarbons industry, the two businesses have limited overlap within Canada. A major focus for integration will be Colt’s Calgary hydrocarbons operations and the corresponding WorleyParsons business, WorleyParsons MEG.

5.2.2 Integration team WorleyParsons and Colt have established an integration team that comprises senior executives from both businesses. The transition team will have a number of objectives including: ... maintaining and enhancing HSE performance; ... maintaining and growing earnings in the combined Canadian and Alaskan business; ... identifying, capturing and delivering synergies; ... ensuring application of WorleyParsons’ risk and governance policies; ... enhancing the Combined Group’s reputation with customers; and ... enhancing the Combined Group’s reputation with current and prospective employees. WorleyParsons has undertaken a number of acquisitions and formations of joint ventures and has experience in executing the transition process. The transition team has identiﬁed potential synergies and is developing plans to help ensure they are realised. Colt President, Larry Benke will be responsible for the Canadian operations of the Combined Group and will report to WorleyParsons CEO, John Grill. Subject to Completion, Larry will also act as Bill Hall’s Alternate Director on the Board. The management team for the Canadian operation will be drawn from the existing management teams of WorleyParsons Canada, Colt and the WorleyParsons Group.

5.2.3 WorleyParsons’ existing Canadian and Alaskan operations WorleyParsons’ existing Canadian operations consist of Calgary-based WorleyParsons MEG servicing the hydrocarbons market, WorleyParsons Komex, an environmental services business acquired in 2005 and WorleyParsons HGE, a Toronto-based minerals and metals consulting and project services business, also acquired in 2005. Colt and WorleyParsons MEG’s recognised capabilities in heavy oil and oil sands, together, will create a signiﬁcant industry presence. WorleyParsons Komex and WorleyParsons HGE will bring new capabilities to Colt’s business. WorleyParsons Komex’s capabilities are currently utilised by a number of Colt’s existing customers. WorleyParsons has extensive experience in supporting the development of the hydrocarbons market in Alaska through Parsons E&C, acquired by WorleyParsons in 2004, which has been involved in the design and project management of a number of the major developments in Alaska. The likely intention on Completion is that the Alaskan operations of Colt, conducted through the NANA/Colt joint venture, will be supported by the US operations of WorleyParsons.

5.3 Purchase price allocation In accordance with Australian Accounting Standards (AASB 3 – Business Combinations), WorleyParsons is required to allocate the cost of a business combination by recognising Colt’s identifiable assets, liabilities and contingent liabilities at their fair values at the Completion Date. Any difference between the cost of the business combination and net fair value acquired is accounted for as goodwill. Recognised identifiable intangible assets, such as trade names, customer relationships and contracts, intellectual property, and databases/software, are amortised over their estimated useful economic lives. The goodwill and identifiable intangible assets recognised will be subject to periodic impairment testing. WorleyParsons has undertaken a preliminary review of the purchase price allocation (PPA) and has made initial estimates of the fair values and estimated useful economic lives of the identifiable intangible assets arising from the business combination. The review has been limited to information available pre-Acquisition. A summary of the PPA and the associated amortisation charges expected over the next five years is set out below:

WorleyParsons + Colt Prospectus and Notice of Meeting 51 Section 5 Effect of the Acquisition and Entitlement Offer continued

Preliminary PPA C$m Identiﬁable intangible assets 122 Deferred income tax liability arising from PPA (40) Net tangible assets 99 Acquisition related expenses (4) Goodwill (balance) 858 Acquisition purchase price 1,035

Estimated amortisation charge for the ﬁnancial years ending 30 June C$m

20071 8 2008 25 2009 25 2010 22 2011 18 2012 16

Notes: 1 Estimated amortisation charge from the Completion Date to 30 June 2007.

The pro forma effect of the PPA estimates is included in the pro forma adjustments in Sections 5.4 and 5.6. In accordance with Australian Accounting Standards (AASB 121 – Income Taxes), a deferred tax liability will be recognised in relation to the amortisation of the intangible assets arising from the PPA. An estimate of Acquisition-related expenses, as noted in Section 5.4, is also included in the PPA. WorleyParsons will consider a provisional PPA, to be included in the 30 June 2007 Annual Accounts. The amortisation proﬁle is not expected to be materially different from the estimates set out above. In accordance with Australian Accounting Standards the provisional PPA will be ﬁnalised within 12 months of the Completion Date.

5.4 Effect on balance sheet Set out below is a summary of the pro forma effect of the Acquisition on WorleyParsons’ balance sheet as at 31 December 2006 showing the net effect of the Acquisition of Colt and the Entitlement Offer as if the Acquisition and the Entitlement Offer had occurred at 31 December 2006:

WorleyParsons Colt Pro forma WorleyParsons A$m Actual Actual adjustments pro forma Assets Cash assets 98.4 5.8 (5.8) 98.4 Other current assets 600.6 172.0 (8.4) 764.2 Property, plant and equipment 72.6 17.5 (0.7) 89.4 Intangible assets 397.6 – 1,069.2 1,466.8 Investments in associates 71.7 4.7 76.4 Other non-current assets 37.5 – 2.1 39.6 Total assets 1,278.4 195.3 1,061.1 2,534.8 Liabilities Current tax liabilities 14.6 – – 14.6 Interest bearing liabilities 180.6 – 332.3 512.9 Other liabilities 573.4 72.6 46.3 692.3 Total liabilities 768.6 72.6 378.6 1,219.8 Net assets 509.8 122.7 682.5 1,315.0

52 WorleyParsons + Colt Prospectus and Notice of Meeting Note 1 – Basis of WorleyParsons actual financial information The balance sheet of WorleyParsons as at 31 December 2006 was extracted from the consolidated financial statements of WorleyParsons for the half year ended 31 December 2006 prepared in accordance with Australian Accounting Standards on which an unqualified review opinion was issued by Ernst & Young.

Note 2 – Basis of Colt actual financial information The balance sheet of Colt as at 31 October 2006 was extracted from the consolidated financial statements of Colt as at and for the nine months ended 31 October 2006 prepared in Canadian dollars and in accordance with Canadian GAAP, on which an unqualified audit opinion, in accordance with Canadian GAAS, was issued by KPMG. The balance sheet has been translated by WorleyParsons into Australian dollars at one Australian dollar equals 0.913 Canadian dollars for presentation in the table. No adjustment has been made to reflect the change in the financial position of Colt for the period 1 November 2006 to 31 December 2006.

Note 3 – Basis of pro forma balance sheet The pro forma balance sheet of WorleyParsons as at 31 December 2006 is prepared in accordance with the measurement and recognition requirements but not the disclosure requirements of applicable accounting standards and other mandatory reporting requirements in Australia. The pro forma balance sheet combines the actual balance sheets and is adjusted to incorporate the effect of the following transactions and accounting policy changes, which are expected to occur subsequent to Acquisition, as if they had occurred as at that date: ... receipt of the proceeds of A$480 million from the issue of approximately 22.9 million New Shares through the Entitlement Offer; ... settlement by cash of the equity raising expenses (including the underwriting fees, professional fees and other offer costs) estimated to be A$17 million, recognised as a reduction to contributed equity; ... borrowing of A$333 million of external debt; ... settlement by cash of the debt raising expenses estimated to be A$1 million recognised as a reduction in interest bearing liabilities; ... purchase of Colt for C$1,035 million (converted to Australian dollars at one Australian dollar equals 0.913 Canadian dollars), together with the payment of Acquisition-related expenses, estimated to be A$4 million; ... distribution to the partners of Colt to the agreed target net asset value of C$91.7 million as at 31 January 2007; ... profits for the period from 1 February to 7 March 2007 increase the fair value of net assets acquired; ... restatement to equity account for an associate that was proportionately consolidated under Canadian GAAP: no other adjustments are required to restate Colt’s financial information from Canadian GAAP to Australian Accounting Standards; ... preliminary allocation of the purchase price between identifiable intangible assets of C$122 million and goodwill of C$858 million as set out in Section 5.3; and ... application of deferred tax to the Colt balance sheet and pro forma adjustments.

5.5 Issued capital The effect of the Entitlement Offer on WorleyParsons’ issued capital is set out in the table below. The table shows the impact as though the Acquisition had already occurred and been partially funded by the Entitlement Offer (assumed to be A$480 million).

Number of Ordinary Shares on issue At 14 February 2007 205,672,308 New Shares issued in the Entitlement Offer 22,852,479 On completion of Entitlement Offer 228,524,787 Exchangeable Shares issued to Vendors 12,226,444 Ordinary Shares and Exchangeable Shares on Issue on completion of the Acquisition 240,751,231

WorleyParsons + Colt Prospectus and Notice of Meeting 53 Section 5 Effect of the Acquisition and Entitlement Offer continued

5.6 Effect on income statement The pro forma income statements of Colt and WorleyParsons presented below are prepared in accordance with the measurement and recognition requirements but not the disclosure requirements of applicable accounting standards and other mandatory reporting requirements in Australia. Adjustments have been included in this Section to give effect to the transactions associated with the Entitlement Offer and Acquisition as contemplated in the Document as if they had occurred at 1 January 2006. This information is provided for illustrative purposes only and is not represented as being indicative of WorleyParsons’ view on future ﬁnancial performance.

5.6.1 Colt pro forma ﬁnancial information Colt’s pro forma results for the year ended 31 January 2007 are set out in the table below.

Pro forma adjustments Colt Colt Colt Colt Colt 9 months to 3 months to Stand-alone other 12 months to 31 October 2006 31 January 2007 pro forma pro forma 31 January 2007 C$m Actual Estimate adjustments adjustments pro forma Revenue 518.9 187.8 (23.2) – 683.5 EBITDA 79.4 27.1 (3.8) 3.6 106.3 Depreciation (5.4) (2.1) – – (7.5) Amortisation – – – – – EBIT 74.0 25.0 (3.8) 3.6 98.8 Interest (0.5) (0.1) – – (0.6) Tax (0.8) (0.3) 1.1 (32.1) (32.1) Net proﬁt 72.7 24.6 (2.7) (28.5) 66.1

Note 1 – Basis of preparation of income statement Colt’s pro forma results for the year ended 31 January 2007 have been compiled based on: ... Colt actual – the consolidated ﬁnancial statements of Colt as at and for the nine months ended 31 October 2006 prepared in Canadian dollars and in accordance with Canadian GAAP, on which an unqualiﬁed audit opinion, in accordance with Canadian GAAS, was issued by KPMG. ... Colt estimate – an estimate of the results for the three months ended 31 January 2007 prepared by Colt in accordance with Canadian GAAP. These estimated results have been reviewed by the Directors of WorleyParsons but have not been subject to audit.

Note 2 – Explanation of Colt stand-alone pro forma adjustments to income statement Colt stand-alone pro forma adjustments are those adjustments described in Section 3.10 to arrive at Adjusted EBITDA to: – eliminate income and gains on sale of investments; – equity account associates in accordance with Australian Accounting Standards that were proportionately consolidated under Canadian GAAP; and – include additional salary expense that would be required were Colt not structured as a partnership.

Note 3 – Explanation of Colt other pro forma adjustments Colt other pro forma adjustments are those adjustments made to items of revenue and expense to give effect to the transactions associated with the Acquisition and for differences in accounting policies are as follows: – inclusion of a pro forma tax expense at 33.5% for the Colt Canadian business that was not liable for Canadian federal or provincial taxes pre-Acquisition; – removal of pre-Acquisition Caravel and non-partner proﬁt sharing; and – inclusion of post-Acquisition incentive plan for Colt personnel. No other adjustments are required to restate Colt’s ﬁnancial information from Canadian GAAP to Australian Accounting Standards.

54 WorleyParsons + Colt Prospectus and Notice of Meeting 5.6.2 Pro forma ﬁnancial information The following table provides a summary of the effect of the Acquisition for the pro forma period.

WorleyParsons Colt Pro forma WorleyParsons A$m Actual pro forma adjustments pro forma Revenue 2,803.6 796.6 – 3,600.2 EBITDA 259.7 123.8 – 383.5 Depreciation (16.7) (8.7) – (25.4) Amortisation (5.1) – (28.3) (33.4) EBIT 237.9 115.1 (28.3) 324.7 Interest (5.2) (0.7) (18.5) (24.4) Tax (58.8) (37.4) 17.1 (79.1) Net proﬁt after tax 173.9 77.0 (29.7) 221.2 Minority interest (1.9) – – (1.9) Net proﬁt 172.0 77.0 (29.7) 219.3

Note 1 – Basis of WorleyParsons actual financial information The Income Statement of WorleyParsons for the 12 months ended 31 December 2006 was compiled from the financial statements for the full year ended 30 June 2006 audited by Ernst & Young and the half year financial statements for the six months ended 31 December 2005 and 31 December 2006 reviewed by Ernst & Young.

Note 2 – Basis of preparation of Colt ﬁnancial information The estimated results for the 12 months ended 31 January 2007 have been extracted from Section 5.6.1 translated into Australian dollars at the average exchange rate of one Australian dollar equals 0.858 Canadian dollars.

Note 3 – Basis of preparation of the pro forma Income Statement The pro forma Income Statement represents the combination of the actual Income Statement of WorleyParsons, as described in Note 1 above, and the pro forma Income Statement of Colt, as described in Note 2 above, adjusted to give effect to the transactions associated with the Acquisition as set out below: ... inclusion of interest expense and tax effect associated with the post-Acquisition funding structure assuming an average interest rate of 5.11%; and ... inclusion of amortisation of intangible assets and tax effect identiﬁed as part of the preliminary PPA, determined in Section 5.3.

5.7 Effect on earnings per share

5.7.1 Pro forma effect Based upon the WorleyParsons pro forma Combined Group income statement incorporating the 12 months ended 31 December 2006 for WorleyParsons and the 12 months ended 31 January 2007 for Colt, the Acquisition would have been approximately 21.0% EPS accretive (pre-synergies, amortisation and additional corporate costs) relative to WorleyParsons on a stand-alone basis. In accordance with Australian Accounting Standards (AASB 133 - Earnings Per Share), the calculation of pro forma EPS accretion includes adjustment for the value of the renounceable Entitlements of $7.00 per share determined by the Institutional Bookbuild. Approximately 3% of the pro forma EPS accretion is attributable to the value of the renounceable Entitlements. This amount is determined by reference to the pro forma income statement in Section 5.6.2, and is therefore subject to the same limitations. It is not represented as being indicative of WorleyParsons’ view on the future ﬁnancial performance of WorleyParsons.

WorleyParsons + Colt Prospectus and Notice of Meeting 55 Section 5 Effect of the Acquisition and Entitlement Offer continued

5.7.2 Expected effect The Directors believe the Combined Group will be capable of producing improved financial returns compared to each of WorleyParsons and Colt on a stand-alone basis. However, this conclusion is based on various assumptions which can influence the future performance of WorleyParsons following the Acquisition. Should any of these assumptions change, it may result in a materially positive or negative impact on the future performance of WorleyParsons. The main factors that will impact future performance are summarised below: ... Colt’s financial performance since 2004 has been strong. WorleyParsons believes the prospects for Colt and WorleyParsons following the Acquisition remain strong and that this will be reflected in the financial performance of the Combined Group; ... WorleyParsons expects the acquisition of Colt could produce material synergies for the Combined Group over time through enhanced capability and sector expansion; ... WorleyParsons anticipates there will be one-off costs associated with establishing a detailed integration plan following the Acquisition. WorleyParsons’ initial assessment is that these costs will be in the order of $3.7 million ($2.6 million net of tax), although the magnitude of such costs cannot be predicted with precision (as described in Section 8.2.8); ... WorleyParsons expects there may be incremental corporate expenditure required post-Acquisition. Although a detailed integration plan has not yet been completed, a preliminary assessment considers that additional corporate expenditure, having regard to potential cost savings, will not be material; ... WorleyParsons proposes to fund the Acquisition through a combination of ordinary equity, the issue of Exchangeable Shares and debt. The funding structure is described in detail in Sections 9.1 and 9.2. The average interest rate on the debt component is expected to be approximately 5.11% for the year ending 30 June 2007, but this cannot be predicted with precision; ... the Canadian pro forma tax rate is 33.5%. This is higher than the current effective tax rate of WorleyParsons Group. Various factors may affect the tax rate over time such as changes in legislation and accounting treatments; and ... the Effective Date for the Acquisition is 1 February 2007, from which time the cash flows of Colt will accrue to WorleyParsons. However, in accordance with Australian Accounting Standards the profits of Colt will not accrue to WorleyParsons until the Completion Date. Profits realised from the Effective Date to the Completion Date will be included in the fair value of net assets acquired.

5.8 Dividends It is the intention of the Directors to make regular, half yearly dividend payments to Shareholders subject to available proﬁts, capital growth requirements, working capital requirements and the level of borrowings. The intention is that generally in the order of 60% to 70% of WorleyParsons’ full year net proﬁt after tax will be available for distribution as dividends, with the balance being retained for funding ongoing growth. Dividends will be franked to the extent franking credits are available. To the extent that an increasing proportion of WorleyParsons’ earnings are derived outside Australia, it is likely that future dividends will be franked at a lower rate than has previously been the case.

56 WorleyParsons + Colt Prospectus and Notice of Meeting Section 6 Independent Accountant’s Report

WorleyParsons + Colt Prospectus and Notice of Meeting 57 14 February 2007 The Directors WorleyParsons Limited Level 7, 116 Miller Street NORTH SYDNEY NSW 2060 Dear Sirs

Independent Accountant’s Report

1. Introduction We have prepared this Independent Accountant’s Report (Report) at the request of the Directors for inclusion in the Prospectus to be dated on or about 14 February 2007 relating to the offer of New Shares. Unless otherwise speciﬁed, expressions deﬁned in the Prospectus have the same meaning in this Report.

2. Background On 8 February 2007, WorleyParsons Limited and its controlled entities (WorleyParsons) announced it had entered into an agreement to acquire all the issued shares in Colt Engineering (Colt), a Canadian design and project services partnership, for C$1,035 million. WorleyParsons proposes an Entitlement Offer of 22.9 million New Shares to raise $480 million to partly fund the acquisition of Colt.

3. Scope We have been requested to prepare an Independent Accountant’s report covering the following financial information: (a) the Historical Financial Information of WorleyParsons, comprising: – the Actual Balance Sheet of WorleyParsons as at 31 December 2006 set out in Section 5.4 of the Prospectus; and – the Actual Income Statement of WorleyParsns for the 12 months ended 31 December 2006 as set out in Section 5.6.2 of the Prospectus, (b) the Pro forma Financial Information of WorleyParsons, comprising: – the Pro forma Balance Sheet of WorleyParsons as at 31 December 2006 as set out in Section 5.4 of the Prospectus which assumes Completion of the transactions as set out in Section 9.3 of the Prospectus as if they had occurred on 31 December 2006 and the pro forma adjustments set out in Section 5.4 of the Prospectus; and – the Pro forma Income Statement of WorleyParsons for the 12 months ended 31 December 2006 as set out in Section 5.6.2 of the Prospectus, which assumes Completion of the transactions as set out in Section 9.3 of the Prospectus as if they had occurred on 1 January 2006 and the adjustments set out in Sections 5.6.1 and 5.6.2 of the Prospectus. The Actual Balance Sheet of Colt as at 31 October 2006 set out in Section 5.4 of the Prospectus and the Actual Income Statement of Colt for the nine months ended 31 October 2006 as set out in Section 5.6.1 of the Prospectus (the Historical Financial Information of Colt) have been compiled based on the financial statements of Colt prepared in Canadian dollars and in accordance with Canadian GAAP, on which an unqualified audit opinion, in accordance with Canadian GAAS, was issued by KPMG. Section 5.6.1 of the Prospectus includes estimated results of Colt for the three months to 31 January 2007 (the Colt estimated results to 31 January 2007). The Directors are responsible for determining the appropriateness of the Colt estimated results to 31 January 2007. The Directors have prepared and are responsible for the preparation and presentation of the Historical Financial Information of WorleyParsons, the Historical Financial Information of Colt, the Colt estimated results to 31 January 2007, and the Pro forma Financial Information of WorleyParsons and have determined that the accounting policies are appropriate. We disclaim any responsibility for any reliance on this Report or on the financial information to which it relates for any purposes other than that for which it was prepared. This Report should be read in conjunction with the full Prospectus.

Review of Historical Financial Information of WorleyParsons Ernst & Young is the auditor of WorleyParsons and has audited the consolidated financial report of WorleyParsons for the year ended 30 June 2006 and reviewed the consolidated financial reports for the half years ended 31 December 2005 and 31 December 2006. We have expressed an unqualified audit opinion and unqualified review statements, respectively, on those financial reports.

58 WorleyParsons + Colt Prospectus and Notice of Meeting The Directors have compiled an Income Statement of WorleyParsons for the 12 months ended 31 December 2006 by subtracting the income statement for the half year ended 31 December 2005 from the year ended 30 June 2006 and adding the half year ended 31 December 2006. We have conducted an independent review of the Historical Financial Information of WorleyParsons in order to state whether on the basis of the procedures described, anything has come to our attention that would cause us to believe that the Historical Financial Information of WorleyParsons is not prepared in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia. Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the Historical Financial Information of WorleyParsons.

Review of Pro forma Financial Information of WorleyParsons We have conducted an independent review of the Pro forma Financial Information of WorleyParsons in order to state whether on the basis of the procedures described, anything has come to our attention that would cause us to believe that the Pro forma Financial Information of WorleyParsons is not prepared in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia to reﬂect the pro forma transactions as set out in Sections 5.4, 5.6.1 and 5.6.2 of the Prospectus. Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements and has been limited to reading of relevant Board minutes, reading of contracts and other legal documents, inquiries of management personnel, and analytical procedures applied to the ﬁnancial data. We have also determined whether the pro forma transactions form a reasonable basis for the preparation of the Pro forma Financial Information of WorleyParsons. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the Pro forma Financial Information of WorleyParsons.

4. Review Statements

Historical Financial Information of WorleyParsons Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the Historical Financial Information of WorleyParsons is not presented in accordance with the measurement and recognition requirements (but not all the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia.

Pro forma Financial Information of WorleyParsons Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the Pro forma Financial Information of WorleyParsons is not presented in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia.

WorleyParsons + Colt Prospectus and Notice of Meeting 59 5. Subsequent Events Apart from the matters dealt with in this Report and having regard to the scope of our Report, to the best of our knowledge and belief, there have been no material transactions or events outside the ordinary course of business of WorleyParsons subsequent to 31 December 2006 that have come to our attention which require comment on or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

6. Disclosure Ernst & Young does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this matter. Ernst & Young provides audit and other limited non-audit services to WorleyParsons, and will receive a professional fee for the preparation of this report. WorleyParsons has agreed to indemnify and hold harmless Ernst & Young and its employees from any claims arising out of misstatement or omission in any material or information supplied by WorleyParsons. Consent to the inclusion of the Independent Accountant’s report in the Prospectus in the form and context in which it appears, has been given. At the date of this Report, this consent has not been withdrawn. Yours faithfully

Ernst & Young

Jeff Chamberlain Partner

60 WorleyParsons + Colt Prospectus and Notice of Meeting Section 7 Board of Directors and executive group

WorleyParsons + Colt Prospectus and Notice of Meeting 61 Section 7 Board of Directors and executive group

7.1 Board of Directors WorleyParsons’ Board of Directors is comprised as follows:

Ron McNeilly John Grill Chairman and Non-Executive Director Chief Executive Ofﬁcer

David Housego Grahame Campbell Erich Fraunschiel John Green Chief Financial Ofﬁcer Non-Executive Director Non-Executive Director Non-Executive Director

Bill Hall Larry Benke Eric Gwee Teck Hai Managing Director Proposed Alternate Director Non-Executive Director to Bill Hall

62 WorleyParsons + Colt Prospectus and Notice of Meeting Ron McNeilly management consulting industries. In 1981, he joined the Australian Chairman and Non-Executive Director Industry Development Corporation where he was involved in project lending, investment banking and venture capital investment. From Ron is Chairman of the Board and a member of the Nominations and 1984, he held various senior positions within the Wesfarmers Group. Remuneration Committee. Ron is currently the Deputy Chairman From 1992 until his retirement in July 2002 he was Executive Director of BlueScope Steel Limited (previously BHP Steel) and has over and Chief Financial Officer of that group. 30 years’ experience in the steel industry. Ron joined BHP Billiton in 1962 and has held various senior positions including Chief Executive John Green Officer of BHP Steel. Ron is the Chairman of Melbourne Business Non-Executive Director School Limited and a Director of Alumina Limited. He is a former Chairman of Ausmelt Limited and a former Director of GH Michell John is a member of the Audit and Risk Committee and the Holdings Pty Limited, QCT Resources and Tubemakers of Australia. Nominations and Remuneration Committee. John is a Company Director, investor and writer. Until August 2006, he was an investment banker John Grill at Macquarie Bank, where he was an Executive Director for 13 years. Chief Executive Officer His professional career before investment banking was 17 years in law, including as a partner in law firms Freehills and Dawson Waldron. John joined ESSO Australia in 1968 and in 1971 became Chief Prior to his appointment as a Non-Executive Director of Executive of the entity that ultimately became WorleyParsons WorleyParsons on listing in 2002, John was a member of the advisory Limited, Wholohan Grill and Partners. This specialised consulting board for nine years prior to listing, including a period as its Chairman. practice acquired the business of Worley Engineering Pty Limited in Australia in 1987. Following group restructuring, in 2002 Worley Bill Hall Group Limited listed on the Australian Stock Exchange. In 2004, Managing Director Worley Group Limited acquired Parsons E&C, a US-based global project services company, and changed its name to WorleyParsons Limited. Bill joined the Board in 2004 following the Company’s acquisition John has personal expertise in every aspect of project delivery for of Parsons E&C. Bill was with the Parsons Group for 25 years. He projects in the resources and energy industries. He has been directly became Chairman and CEO of Parsons Energy & Chemicals Group Inc. involved with most of WorleyParsons’ major clients and remains in 2002. Prior to this position he served as President of Parsons closely involved at board level with WorleyParsons’ joint ventures. Energy & Chemicals Group Inc. (1997-2001), President of The Ralph M. Parsons Company (1992-1995), and Senior Vice President and David Housego Manager of the Petroleum & Chemical (P&C) Division with the Chief Financial Officer company (1989-1991). Bill has 39 years’ experience in the global engineering field, holding a number of key project and other US and David joined the Company in July 1999. He led the corporate international management positions with Parsons E&C. Bill has reorganisation and subsequent Initial Public Offering and listing on Bachelor and Masters degrees in Chemical Engineering at Virginia ASX of Worley Group Limited (now WorleyParsons Limited) in 2002 Polytechnic Institute and has completed the Executive Program at and represents WorleyParsons on a number of its joint venture Stanford University. He is also on the Board of Directors of the companies. David’s finance experience covers business development, US-Saudi Arabian Business Council. corporate strategic planning, investment evaluation, investor relations and management accounting systems development. Prior to joining Larry Benke the Group, David held senior finance roles with Coca-Cola Amatil. Proposed Alternate Director to Bill Hall Previously, he worked for a number of firms in the UK and held a variety of accounting positions with AAP Reuters and IBM Australia. Larry joined Colt in Edmonton as a design engineer in 1977 and has undertaken engineering design, project management and other Grahame Campbell management roles within the business. In 1988, Larry established the Non-Executive Director Toronto and Sarnia offices as General Manager before returning to Calgary in 1999 as President of Colt. He has been successful in Grahame is a member of the Audit and Risk Committee and the leading Colt through a period of substantial growth and expansion Nominations and Remuneration Committee. Grahame was Managing into the new disciplines of pipelines, power generation and geomatics. Director of engineering and project management company CMPS&F Larry graduated from the University of Alberta with a Bachelor of from 1987 to 1995. Grahame has over 30 years’ experience in the Science in Electrical Engineering (Honours Standing). management of major Australian and offshore infrastructure projects including oil, gas, road, rail, mining and minerals projects. Grahame It is the intention of the Board that subsequent to Completion of the is currently a Director of Iluka Resources Limited and the Macro Acquisition Larry Benke, President of Colt, will join the Board as Bill Hall’s alternate Director. Engineering Council (University of Sydney). Grahame is a past President of the Association of Consulting Engineers Australia and Eric Gwee Teck Hai the Australian Pipeline Industry Association. Prior to his appointment Non-Executive Director as a Non-Executive Director of WorleyParsons on listing in 2002, Eric joined the Board in February 2005 and is the Chairman of the Grahame was a member of the advisory board for four years. Nominations and Remuneration Committee. Eric is a Singaporean Erich Fraunschiel national with extensive international experience in the hydrocarbons Non-Executive Director and power industries, including a career spanning more than 31 years with the ExxonMobil Group. Eric is currently a Non-Executive Director Erich is Chairman of the Audit and Risk Committee. Erich is a Director of Singapore Power Limited and Chairman of SP Services Limited. of Woodside Petroleum Limited, West Australian Newspapers He is a Non-Executive Director of SP Australia (Distribution) Limited, Holdings Limited and Rabobank Australia Limited. He is Chairman of SP Australia (Transmission) Limited and SP Australia Networks (RE) Wesfarmers Federation Insurance Limited, Lumley General Insurance Limited. Eric is a Director of Melbourne Business School Limited. Limited and Australian International Insurance Limited (all three Previously, he was the Chairman of CPG Corporation Pte Ltd and was being part of the Wesfarmers Group), and West Australian Opera Inc. a Director of ExxonMobil Singapore Pte Ltd. Erich’s early business career was in the petroleum marketing and

WorleyParsons + Colt Prospectus and Notice of Meeting 63 Section 7 Board of Directors and executive group continued

7.2 CVs of key Combined Group executives

1 2 3 13 12 14 4 5 6 7 8 9 10 11

1. BILL HALL 8. IAIN ROSS 2. JOHN GRILL 9. STUART BRADIE 3. PETER MEURS 10. HARRY SAUER 4. EDD PAGANO 11. ROBERT EDWARDES 5. ANDREW WOOD 12. JEFF OSBORNE 6. DAVID HOUSEGO 13. MARK SOUTHEY 7. LARRY BENKE 14. DAVID STEELE

64 WorleyParsons + Colt Prospectus and Notice of Meeting Stuart Bradie Iain Ross Stuart is responsible for the African, Asian and Middle East Iain is responsible for the Hydrocarbons customer sector globally. operations. He has held senior management roles in Ranhill Iain began his career in the UK North Sea working for Conoco (UK) in WorleyParsons Sdn Bhd – Malaysia and he has overseen the rapid 1983. He worked for international oil and gas companies including growth of WorleyParsons‘ businesses in Malaysia, South-East Asia McDermott International Inc, John Brown and AMEC Engineering. Iain and the Middle East. Prior to joining WorleyParsons, Stuart held joined the Company in 1994 as Manager of the Brunei office. With Managing Director and Country Manager roles with PT Kvaerner a broad technical and geographical skill base, Iain has a Bachelor Indonesia and Kvaerner Philippines. Stuart has a Bachelor Degree in Degree in Mechanical Engineering, and is a Fellow of the Institution Mechanical Engineering from Aberdeen University and a Masters of of Engineers Australia. Business Administration from the Edinburgh Business School. Harry Sauer Robert Edwardes Harry has over 40 years of experience in manufacturing facilities and Robert joined the Company in 2002 following a 25 year career with power including nuclear, coal, oil and gas power generation, power ExxonMobil. Robert’s experience within the oil and gas industry delivery/networks and asset services. He has led engineering, EPC spans upstream operations and projects, including HSE and and construction-only projects and programs with an emphasis on operations integrity, production technology, development and alliance contracting. Harry is responsible for the Power customer corporate planning, plus major capital project delivery. His initial role sector globally and leads the Company strategy planning and was to develop WorleyParsons’ floating production capability based development process working closely with David Steele. Harry on his experience managing deepwater projects for ExxonMobil in worked for General Electric Company for several years at the West Africa. In parallel he assumed responsibility for strengthening of beginning of his career. He holds a Bachelor of Science Degree in Civil WorleyParsons’ project delivery systems, in addition to managing the Engineering, completed the University of Virginia Darden Business Australian Hydrocarbons business following the acquisition of School Executive Program and is a member of the America Society of Parsons E&C. He is now responsible for corporate support functions, Civil Engineers. He is a registered Professional Engineer in several including quality, engineering, procurement, construction states in the US. management, project services, business systems, human resources, and information and communications technology. Robert holds both Mark Southey a Bachelor Degree and Doctorate in Civil Engineering. Mark is responsible for the Minerals & Metals customer sector globally. He was formerly a Senior Vice President with Asea Brown Peter Meurs Boveri (ABB); Mark brings to WorleyParsons strong financial, Peter joined the Company in 1988 and has functioned in project commercial and operational experience. He has a successful track management and company development roles including record in leading and managing large industrial and technology-based establishment of the foundations of the process business, the global service businesses having previously held senior international establishment and growth of alliance and integrated services management roles with both ABB and Honeywell in Europe. Mark has contracts in Hydrocarbons and Minerals & Metals and the an MBA and a Bachelor of Science in Engineering. development of the New Zealand business. Peter is responsible for the Australian and New Zealand region and operations. With a David Steele Bachelor Degree in Mechanical Engineering and a Fellow of the David has over 25 years’ experience across a wide range of sectors Institution of Engineers Australia, Peter is also a member of the including oil and gas, petrochemicals, minerals processing and power Australian Institute of Company Directors. generation and transmission and other infrastructure. David is responsible for the Infrastructure customer sector globally as well as Jeff Osborne that part of the business that undertakes selective investment in Jeff is Executive Vice President – Business Development Americas/ infrastructure assets. David also works with Harry Sauer to Europe, responsible for hydrocarbon sales and marketing in the oil coordinate the strategy planning and development process for the and gas, refining, chemicals, and petrochemicals markets. Jeff has Company. Prior to joining WorleyParsons in 1999, David held over 40 years’ experience (nine years’ international) in the process positions with ABB and Rolls Royce Industrial Power (Pacific). David industries including oil and gas, refining, petrochemicals, chemicals, holds a Bachelor Degree in Electrical Engineering and a Masters biotechnology, and pharmaceuticals, with experience in overall Degree in Business Administration and is a member of the Institution company management including sales, marketing, and strategic of Electrical Engineers, the Australian Institute of Company Directors planning. Prior to his present position, Jeff worked with the Badger and is a Chartered Professional Engineer. company for 19 years. During this period he held several positions including Vice President of worldwide sales, President of Gulf Design Andrew Wood Division, and Managing Director of Badger Catalytic in the UK where Andrew has over 25 years’ experience in the oil and gas industry and his responsibilities included profit and loss accountability, strategic is responsible for acquisitions within the Group and operations in planning, sales, marketing, contracting, and operations. Jeff has a Canada and Latin America. Originally based in New Zealand, Andrew Bachelor of Science Degree in Nuclear Engineering from North was responsible for WorleyParsons’ early expansion into Thailand Carolina State University. and the Middle East, Canada and Chile. He project-managed the successful acquisition of Parsons E&C Corporation in November Edward Pagano 2004. He holds a Bachelor Degree in Engineering and Graduate Edd joined Parsons E&C in 1998 after holding senior financial Diplomas in Financial Management and Labour Management positions at The Shaw Group and Kvaerner John Brown. He brings Relations. He is also a Fellow of the Institution of Engineers over 20 years of experience in the oil and gas, chemical and refining Australia. industries. As WorleyParsons’ President – US Operations, he is responsible for engineering and construction management serving the power, hydrocarbons, infrastructure and minerals and metals markets in the US. Edd holds a Masters of Business Administration and a Bachelor of Science in Accounting.

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66 WorleyParsons + Colt Prospectus and Notice of Meeting Section 8 Risk factors

WorleyParsons + Colt Prospectus and Notice of Meeting 67 Section 8 Risk factors

8.1 Introduction There are a number of risks, both speciﬁc to WorleyParsons and general investment risks, which may materially and adversely affect the future operating and ﬁnancial performance of WorleyParsons and the value of New Shares. Many of these risks are outside the control of WorleyParsons and its Directors. This Section discusses some of the risks associated with the Acquisition and with an investment in WorleyParsons. It should be read in conjunction with Section 3, which includes additional detail on Colt and the business risks and opportunities associated with Colt. The risks detailed below are not listed in order of importance. Potential investors should read this Document in its entirety, carefully consider their personal circumstances and consult their stockbroker, accountant or other professional advisor before making an investment decision.

8.2 Risks associated with the Acquisition

8.2.1 Increased exposure to oil price movements The Acquisition will increase WorleyParsons’ exposure to oil price movements, speciﬁcally due to Colt’s extensive hydrocarbons operations and in particular its heavy oil and oil sands activities. Due to the amount of capital investment required to develop an oil sands project or expand an existing facility, investment decisions are based upon long-term views of the economic viability of the project, in particular the long-term outlook for oil prices. If customers’ oil price expectations change at various stages of the project development process, they may delay, reduce or cancel plans to construct new oil sands projects or expansions to existing projects.

8.2.2 Lack of growth in major oil sands projects Notwithstanding the Canadian National Energy Board’s estimates regarding new investment and growth in the Canadian oil sands industry, planned and anticipated projects in oil sands and other related projects may not materialise. Projected investments and new projects may be postponed or cancelled for reasons including among others: ... changes in the economic viability of these projects; ... shortage of pipeline capacity to supply gas and transport production to major markets; ... lack of sufﬁcient infrastructure to support growth; ... shortage of skilled workers in Alberta; and ... escalation of estimated costs of new projects.

8.2.3 Regulatory risk in relation to royalty arrangements in Alberta The Canadian and Albertan governments currently apply a ﬁscal regime to the energy industry which is designed to encourage investment. Details of these arrangements are set out in Section 4.1.6. There is a risk that in the future, the ﬁscal regime could change through the increase of royalties, the removal of current capital allowances or the imposition of restrictions on the industry. If this were to happen, demand for Colt’s services may be reduced.

8.2.4 Environmental regulation The oil sands industry has a considerable impact on the air, land and water around which operations are established. Regulatory change in North America may be introduced, particularly in relation to: ... emission of greenhouse gases; ... water usage; and ... land reclamation. Changes in regulation and laws or policy relating to the energy production industry could have a negative impact on the operations of Colt’s customers. Increased regulatory costs may affect the economics of oil sands operations and may cause customers to discontinue or limit their operations, or discourage companies from continuing development activities.

8.2.5 Skills shortage Alberta, and in particular the oil sands sector, has had and continues to have a shortage of skilled craft workers and professional personnel. New projects could further increase the difficulty in finding and hiring sufficient employees to work on these projects and may put upward pressure on employees’ remuneration. The skills shortage is likely to continue to be a challenge in Western Canada for the foreseeable future. Work-sharing across the Combined Group should assist Colt in dealing with the skills shortage. However, if Colt is not able to access enough employees with appropriate skills, it may be unable to maintain its customer service levels or satisfy any increased demand for its services.

68 WorleyParsons + Colt Prospectus and Notice of Meeting 8.2.6 Customer concentration Colt receives most of its revenues from providing services to a small number of large customers, principally in the hydrocarbons industry. Revenue from its 10 largest customers represented approximately 80% of total revenue in the year ended 31 January 2006. Those customers are expected to continue to account for a signiﬁcant percentage of Colt’s revenue in the future. The signiﬁcant reduction in or loss of business with one or more of its major customers could have a material adverse effect on the business and operations of Colt.

8.2.7 Contract profile and contractual liabilities In general, Colt’s risk profile and contracting practice is similar to WorleyParsons, with appropriate indemnities, limitations and disclaimers of consequential damages being negotiated into the majority of its contracts. Nevertheless, in acquiring Colt, WorleyParsons may become liable for costs associated with delays to project delivery, cost overruns on projects, or deficient works (which can be caused by factors beyond Colt’s control), particularly under contracts undertaken by members of Colt on a fixed price or lump sum basis. The proportion of work undertaken on a fixed price or lump sum basis is less than 10%, and historically these contracts have been successfully performed. The provision of services by Colt carries with it the risk of potential liability for losses arising from defective work, including the costs of repairing or replacing constructed work and installed equipment (so called “bricks and mortar” liability). Generally, Colt seeks to limit or exclude liability for consequential or indirect losses and maintains appropriate levels of professional indemnity insurance. However, insurance and contractual arrangements may not adequately protect it against liability for all losses, including environmental losses, property damage or losses arising from business interruption. WorleyParsons may also be unable to maintain insurance at levels of risk coverage or with deductibles that it considers appropriate, or negotiate adequate limitations on liability.

8.2.8 Due diligence and integration WorleyParsons and its advisors have undertaken substantial due diligence, and prepared a detailed financial analysis of Colt in order to determine the attractiveness of the businesses. However, in preparing this analysis, WorleyParsons has relied on information provided by Colt. To the extent that the actual results achieved by the Colt businesses are lower than those indicated by WorleyParsons’ analysis, there is a risk that WorleyParsons’ future profitability could be harmed. In particular, WorleyParsons may not be able to successfully integrate its operations with those of Colt or to realise over time the full benefits that WorleyParsons anticipates. The Acquisition involves the integration of businesses that have previously operated independently. Integration of the Combined Group is a key aspect of the Acquisition and a significant undertaking of itself. The process of integrating operations could, among other things, divert management’s attention, interrupt or reduce the performance of the activities of one or more of the businesses, or result in the loss of key personnel, any of which could have an adverse effect on WorleyParsons’ business and financial condition. There is also a risk that the customers of Colt or WorleyParsons’ Canadian businesses may react adversely to the Acquisition. To address these risks, WorleyParsons has developed a comprehensive transition and integration plan, which is described in further detail in Section 5. A transition and integration team comprising senior executives from both WorleyParsons and Colt has been established. WorleyParsons considers the successful integration of acquired businesses as a core skill that has contributed to its growth over the last five years. However, there can be no assurance that it will be successful in integrating the WorleyParsons and Colt businesses.

8.2.9 Contractual disputes, litigation and other contingent liabilities On Completion, WorleyParsons will acquire all the entities owned by Colt, and will therefore assume the contingent liabilities of those entities, for which it may not be adequately indemniﬁed. This includes potential liabilities in respect of contractual disputes, litigation and other contingent liabilities. The Master Transaction Agreement contains a number of representations, warranties and indemnities in relation to such matters. These warranties and indemnities are described in greater detail in Section 9.3.1 but may not be sufﬁcient to cover all claims and liabilities.

8.2.10 Joint venture partners and arrangements The only joint venture Colt is involved in which has a change of control provision is the NANA/Colt joint venture. Colt has approached NANA Development Corporation (NANA) and has received an assurance that NANA’s termination rights will not be exercised following the Acquisition.

WorleyParsons + Colt Prospectus and Notice of Meeting 69 Section 8 Risk factors continued

8.2.11 Foreign exchange The Purchase Price for the Acquisition is payable in Canadian dollars. WorleyParsons has entered into option agreements to hedge certain significant foreign exchange exposures in relation to the payment of the Purchase Price. In the event that Completion does not occur, WorleyParsons’ foreign exchange positions would be unwound and this would not have a material effect on WorleyParsons. The Acquisition involves significant assets, liabilities and earnings denominated in currencies other than Australian dollars, in particular Canadian dollars. These assets, liabilities and earnings are therefore exposed to fluctuations in the Canadian dollar/Australian dollar exchange rate, not all of which can be efficiently neutralised by available hedging techniques. In general, appreciation of the Australian dollar against these currencies will adversely affect the level of sales revenue and profits that WorleyParsons reports from these businesses, when translated into Australian dollars.

8.2.12 Interest rates As part of the Acquisition, WorleyParsons will have available approximately $550 million as Acquisition ﬁnancing (see Section 9.2). Of this debt, $333 million will be denominated in Canadian dollars. Debt drawn for the Acquisition will be subject to Canadian interest rate risk. While this exposure may be managed using hedging, WorleyParsons may have a residual exposure.

8.2.13 Refinancing On Completion, WorleyParsons will have $550 million of new debt available under a bridge facility. Of the $550 million, $474 million is expected to be drawn initially. $141 million is intended to be immediately repaid following receipt of the proceeds of the Retail Entitlement Offer, $333 million will be used to finance the Acquisition and the remaining, undrawn amount will be available for working capital requirements and additional capacity. The bridge facility has a 12 month term and it is WorleyParsons’ intention that this bridge facility will be refinanced within six to 12 months through longer-term debt. There is no guarantee that WorleyParsons will be able to refinance the drawn amount of the bridge facility on favourable terms, due to higher interest rates or restrictive covenants which may have an impact on its financial performance and limit its ability to expand.

8.2.14 Retention of key personnel The operating and ﬁnancial performance of Colt, like WorleyParsons, is largely dependent on its ability to retain and attract key personnel. While every effort will be made to retain key employees and contractors and to recruit new personnel as the need arises, loss of a number of key personnel may adversely affect the earnings or growth prospects of the Combined Group. Although Colt has developed succession plans and mentoring programs to address this issue, there is a risk that appropriate staff may not be attracted for the same cost or at all. It is anticipated that from Completion, key executives will participate in WorleyParsons’ existing short-term incentive program. Key executives will be invited to participate in the upcoming ﬁnancial year 2008 long-term incentive program. Full details of these programs will be described in the WorleyParsons 2007 Annual Report.

8.2.15 Cord Projects Colt subsidiary Cord Projects provides construction services in the form of blue collar labour at its module assembly yard, fabrication shop and at customer sites. The services that Cord Projects provides are reimbursed as hourly rates or progress against a deﬁned services scope. Cord Projects does not take on material lump sum turn key contracts or full lump sum EPC risk.

8.2.16 Taxation Variations in the taxation laws of Australia, Canada and the other countries in which the Combined Group will operate could materially affect WorleyParsons’ ﬁnancial performance. The interpretation of taxation law could also change, leading to a change in taxation treatment of investments or activities. In some jurisdictions in which WorleyParsons operates, the application of tax law and policy to particular facts can be complicated and potentially uncertain.

8.2.17 Accounting Colt’s accounting policies and methods are fundamental to how it records and reports its ﬁnancial position and results of operations. Colt’s management may have exercised judgement in selecting and applying many of these accounting policies and methods. In some cases, management may have selected an accounting policy or method which might have been reasonable under the circumstances yet might have resulted in reporting materially different outcomes than would have been reported under a different alternative. The integration of the WorleyParsons and Colt accounting functions may lead to revisions of Colt’s accounting policies, which may impact on WorleyParsons’ reported results.

70 WorleyParsons + Colt Prospectus and Notice of Meeting 8.2.18 Transaction execution The acquisition of Colt will be made under the terms of the Master Transaction Agreement, through which the Vendors have provided representations, warranties and undertakings in relation to the Acquisition. However, the Vendors’ liability is limited and WorleyParsons can offer no assurance that such representations, warranties and undertakings will be sufficient to cover all liabilities, claims or occurrences, should they eventuate in relation to the Acquisition. The Acquisition is also subject to certain conditions precedent including obtaining required regulatory approvals, confirmation of availability of the debt funding and other conditions relating to the performance of obligations and there being no material adverse change (as described in Section 9.3). Should those conditions precedent not be satisfied, the Acquisition may not proceed. The terms of the Exchangeable Shares issued as consideration for the Acquisition are summarised in Section 9.1. The Exchangeable Shares may be on issue for a period of up to 20 years (as WorleyParsons’ rights to require exchange are very limited). During this period Exchangeable Shareholders must be provided with the same or Economically Equivalent outcomes in the event of various corporate actions by WorleyParsons. In addition, the holders may exchange their Exchangeable Shares for Ordinary Shares at any time after the Escrow Period. However, the terms of the Exchangeable Shares are intended to replicate the economic interests of Shareholders in any event as described in Section 9.1.

8.3 Risks associated with WorleyParsons and Colt WorleyParsons, Colt and the Combined Group are or will be subject to many common risks following Completion. Some of the more important include those described below:

8.3.1 Reputation There is a risk that WorleyParsons’ reputation could be damaged by real or perceived underperformance by WorleyParsons or Colt on a project performed for an international customer.

8.3.2 Country-speciﬁc factors The Combined Group operates in over 30 countries, including a number of countries in the Middle East, the Former Soviet Union, Latin America and Central and South-East Asia, with developing legal, regulatory or political systems, which are subject to dynamic change. Sustained periods of instability in a particular country may affect its operating and ﬁnancial performance, in terms of securing new work, the impact of such instability on its customers or its ability to execute work as a result of political instability or lack of domestic security.

8.3.3 Exposure to cyclical markets and commodity prices The Combined Group’s ﬁnancial performance will continue to be sensitive to the level of activity within the industries in which WorleyParsons and Colt currently operate. The level of activity in its sectors is cyclical and sensitive to a number of factors outside WorleyParsons’ control, including the level of gross domestic product in the markets in which it operates, oil and other commodity prices and foreign currency movements. WorleyParsons’ presence in multiple industry sectors is expected to partially offset its exposure to cyclical factors affecting any individual industry. However, WorleyParsons is not able to predict the timing, extent or duration of the activity cycles in these industries, including those which are dependent on oil prices.

8.3.4 Competition Increased competition could result in price reductions, under-utilisation of personnel, reduced operating margins and loss of market share. Any of these occurrences could adversely affect WorleyParsons’ operating and ﬁnancial performance.

8.3.5 Sustainability of growth and margins WorleyParsons and Colt have historically achieved growth in revenue and proﬁts. The sustainability of this growth and the level of proﬁt margins from operations are dependent on a number of factors, some of which are outside of the Combined Group’s control. Industry margins in all sectors of the Combined Group’s activities may be subject to continuing but varying margin pressures. There is no assurance that the historical performance of WorleyParsons or Colt is indicative of future operating results of the Combined Group.

WorleyParsons + Colt Prospectus and Notice of Meeting 71 Section 8 Risk factors continued

8.3.6 Management of growth WorleyParsons and Colt have experienced rapid growth in personnel, the scope of operating activities, financial systems and the geographic area of their operations. This growth has resulted in an increased level of responsibility for both existing and new management personnel. To manage this growth effectively, the Combined Group will need to maintain efficient control and supervision of its operating and financial systems and continue to expand, train and manage its employee and contractor base. In periods of peak demand for its services, this may lead to a reduction in efficiency in operations or an increase in overhead costs.

8.3.7 Sensitivity of earnings to project revenue A portion of the Combined Group’s revenue relates to large projects and is earned over a ﬁnite period. Project revenue, by its nature, has the potential to vary between years and is sensitive to increases and decreases in the level of industry activity.

8.3.8 Asbestos In 2004, Worley acquired Parsons E&C. Parsons E&C was previously part of the Parsons Corporation group. Certain members of the Parsons E&C group and the Parsons Corporation group have been, and continue to be, the subject of litigation relating to the handling of, or exposure to, asbestos. Based on its due diligence investigations during the acquisition of Parsons E&C, including an analysis of available insurance coverage, and in light of the continuation and extension of the existing indemnity and asbestos claims administration arrangements between Parsons Corporation and Parsons E&C, WorleyParsons is not aware of any circumstance that is likely to lead to a material residual contingent exposure for WorleyParsons in respect of asbestos liabilities.

8.3.9 Information technology WorleyParsons has invested in the development of information systems designed to assist it in monitoring individual contracts, thereby ensuring profitable operations are possible while allowing loss-making situations to be identified and rectified. While WorleyParsons will make every effort to ensure that these systems are maintained and improved to best meet the demands of the expanded WorleyParsons organisation and the market generally, system failure, and any systems integration or migration in connection with the Acquisition, may negatively impact on the Combined Group’s performance.

8.3.10 Other The above risks are not exhaustive of the risks faced by Shareholders. The risks outlined above and other risks may materially affect the future performance of Shares in WorleyParsons. Accordingly, no assurances or guarantees of future performance, proﬁtability, distributions, payments of dividends or return of capital are given by the Combined Group.

8.4 General risks

8.4.1 General investment There are general risks associated with investments in equities. The trading price of shares in WorleyParsons may ﬂuctuate with movements in equity capital markets in Australia and internationally. It should be noted that there is no guarantee that the New Shares will trade at or above the Application Price of $21.00. There is also no assurance, if you do not take up your Entitlement, that any Retail Premium amount will be received.

8.4.2 General economic conditions WorleyParsons’ operating and financial performance is influenced by a variety of general economic and business conditions including the level of inflation, interest rates, exchange rates and government fiscal, monetary and regulatory policies. This will continue to be the case for the Combined Group. Prolonged deterioration in general economic conditions, including an increase in interest rates or decrease in consumer and business demand, could be expected to ultimately have an adverse impact on WorleyParsons’ operating and financial performance. However, because of the extended time periods involved in many of the projects in which WorleyParsons is involved, the impact might not be immediate.

72 WorleyParsons + Colt Prospectus and Notice of Meeting Section 9 Additional information

WorleyParsons + Colt Prospectus and Notice of Meeting 73 Section 9 Additional information

You should be aware of a number of other matters that have not been addressed in detail elsewhere in this Document. This Section gives details of the availability of certain other important documents and a summary of some of these documents that are relevant for your investment decision. In addition, certain other prescribed details in respect of the Entitlement Offer and the Acquisition have been set out in this Section.

9.1 Summary of the Exchangeable Share structure The Acquisition will be ﬁnanced by the Entitlement Offer, additional debt funding and the issue of Exchangeable Shares to the Vendors. If approved by Shareholders, the Special Voting Share will also be issued to Computershare Trust Company of Canada (Trustee) to be held on behalf of the Vendors. The issue of Exchangeable Shares is a common structure in Canada for the deferral of tax. Approximately 12.2 million Exchangeable Shares will be issued by CanCo (a newly incorporated subsidiary of WorleyParsons) to the Vendors at the Institutional Bookbuild Price per Exchangeable Share. WorleyParsons will also seek Shareholder approval to issue the Special Voting Share to the Trustee (to hold for the beneﬁt of the Vendors). The intended effect of the issue of the Exchangeable Shares and the Special Voting Share is to replicate the economic effect of issuing Ordinary Shares to the Vendors. On Completion, the directors of CanCo will be John Grill, Bill Hall, Larry Benke and Gordon Johnson.

9.1.1 Structure diagram and documents The following is a diagrammatic representation of the Exchangeable Share structure:

Diagram 10 Exchangeable Share structure

Special Voting Share Canadian trust

WorleyParsons

Exchange Rights Canadian trust Agreement under must vote in which Ordinary accordance with Support CanCo Shares are delivered instructions of Agreement ordinary on exchange of Exchangeable shares Exchangeable Shareholders Shares

CanCo Vendors

Exchangeable Shares

The Exchangeable Share Provisions set out the rights, privileges, restrictions and conditions of the Exchangeable Shares. The Special Voting Share terms of issue set out the terms and conditions on which the Special Voting Share is issued. In addition, the following agreements will be entered into to support the Exchangeable Share structure: ... the Support Agreement; ... the Exchange Rights Agreement; and ... the Voting Trust Agreement. All of these documents, other than the Special Voting Share terms of issue and the Exchangeable Share Provisions, are governed by the laws of Alberta, Canada. The Exchangeable Share Provisions are governed under the Canada Business Corporations Act. The key terms of each of these documents are summarised below.

74 WorleyParsons + Colt Prospectus and Notice of Meeting 9.1.2 Exchangeable Share Provisions The Exchangeable Shares will be issued by CanCo. All the CanCo common shares will be directly or indirectly held by WorleyParsons. These common shares are similar to ordinary shares. The Exchangeable Share Provisions contain the following terms:

Dividends CanCo must declare the following dividends and capital distributions on the Exchangeable Shares: ... the same cash dividend or capital distribution as declared on the Ordinary Shares; and ... the same or an Economically Equivalent non-cash dividend or capital distribution as declared on the Ordinary Shares. Such dividends and capital distributions are to be paid to Exchangeable Shareholders using the same record and payment dates as applicable for the corresponding dividend or capital distribution on the Ordinary Shares. However, no dividend will be declared or paid on the Exchangeable Shares in respect of WorleyParsons’ interim dividend for the half year to 31 December 2006. Where non-cash dividends or capital distributions on Ordinary Shares include: ... more Ordinary Shares, the Exchangeable Shareholders will acquire more Exchangeable Shares; or ... other property, the Exchangeable Shareholders will acquire the same or Economically Equivalent type and amount of property. Economic Equivalence is to be determined by the CanCo Board, in good faith and in its sole discretion based on certain prescribed factors and its determination will be conclusive and binding on the Exchangeable Shareholders and CanCo. In particular, it must consider (among other things) the general taxation consequences of the dividend or capital distribution to Exchangeable Shareholders, taken as a whole, to the extent that such consequences may differ from the general Australian and Canadian taxation consequences to Shareholders. As the Exchangeable Shares are not issued by an Australian resident company, there will be no ability for dividends paid on the Exchangeable Shares to be franked for Australian tax purposes.

Exchange Exchange of the Exchangeable Shares into Ordinary Shares may occur in a number of situations: ... Initiated by Exchangeable Shareholders Exchangeable Shareholders may, at any time (subject to the escrow arrangements described in Section 9.3.2), require CanCo to exchange any or all of their Exchangeable Shares (subject to a minimum exchange of the lower of 1,000 Exchangeable Shares (after adjustment) or all the Exchangeable Shares held by the Exchangeable Shareholder); ... Initiated by CanCo CanCo may only exchange all of the Exchangeable Shares in certain circumstances: – after the “sunset date” which is 20 years from the Closing Date; – a “company sale” has occurred, that is: – a takeover bid for all the Ordinary Shares which is, or becomes, unconditional, where the bidder has acquired at any time during the offer period a relevant interest in more than 50% of the Ordinary Shares or the Board has unanimously recommended acceptance of the bid, and acceptance of the bid would result in the bidder having a relevant interest in all the Ordinary Shares; – court approval is obtained for a scheme of arrangement which would result in all the Ordinary Shares being acquired by the bidder; – all or substantially all of WorleyParsons’ assets are disposed of to a third party; or – more than 50% of the CanCo common shares are disposed of to a third party, provided that, in each case (except where the “company sale” has resulted from an unsolicited proposal that does not subsequently become a negotiated transaction between CanCo and the acquirer), the CanCo Board has ﬁrst notiﬁed the acquirer of the Exchangeable Share structure and requested the acquirer to make reasonable commercial efforts to substantially replicate the terms and conditions of the Exchangeable Shares in connection with the takeover or disposal and the acquirer has declined to do so; – a change in Canadian tax laws resulting in the ability to exchange the Exchangeable Shares for Ordinary Shares on a tax-deferred basis; – less than 5% of the Exchangeable Shares issued on the Closing Date (after adjustment) remain outstanding; or – holders of two-thirds of the Exchangeable Shares approve CanCo’s exchange of all of the Exchangeable Shares. ... Liquidation on a liquidation, dissolution or winding up of CanCo, the Exchangeable Shares are automatically exchanged.

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In any of the events described above triggering exchange by CanCo, WorleyParsons or its designated subsidiary has the right, but not the obligation, to purchase the Exchangeable Shares which would otherwise be the subject of the exchange. If CanCo does not exchange, WorleyParsons or its designated subsidiary has an obligation to purchase the Exchangeable Shares. On an exchange by CanCo or purchase by WorleyParsons or its designated subsidiary the Exchangeable Shareholder is to receive, for each Exchangeable Share, one Ordinary Share (subject to adjustments) and any declared and unpaid dividends on that Exchangeable Share.

Voting rights Exchangeable Shareholders are not entitled to receive notice of, or attend, any shareholder meetings of CanCo or to vote at any such meeting, except as required by the Exchangeable Share Provisions or Canadian law (such as for meetings called for the purpose of authorising changes to the terms of the Exchangeable Shares, authorising a sale of all or substantially all the assets of CanCo or authorising of the dissolution of CanCo).

Transferability The Exchangeable Shares may not be transferred without CanCo’s prior written consent, except to certain “related entities”, such as an individual who directly or indirectly controls a corporate Exchangeable Shareholder and certain family members and trusts. If a purported transfer occurs in breach of this, the purported transfer is void and the Exchangeable Shareholder is forced to have all of such Exchangeable Shareholder’s Exchangeable Shares exchanged by CanCo.

Ranking The Exchangeable Shares rank ahead of the common shares of CanCo and any other shares ranking below the Exchangeable Shares with respect to the payment of dividends.

Compliance with other agreements CanCo must perform its obligations, and ensure WorleyParsons and its designated subsidiaries perform their obligations, under the Support Agreement and the Exchange Rights Agreement. CanCo may not agree to any amendment to these agreements without approval of the Exchangeable Shareholders.

9.1.3 Support Agreement The Support Agreement between WorleyParsons and CanCo obliges WorleyParsons to take certain actions and make certain payments and deliveries to support CanCo’s obligations under the Exchangeable Share Provisions. It also places certain restrictions on WorleyParsons’ actions with respect to the Ordinary Shares unless the same or Economically Equivalent actions are taken with respect to the Exchangeable Shares. Restrictions on WorleyParsons Until all the Exchangeable Shares are exchanged or purchased under the Exchangeable Share Provisions, WorleyParsons is restricted from doing the following things, without approval from CanCo and the Exchangeable Shareholders:

WorleyParsons must not … unless … Dividends and distributions declare or pay any dividend or make any CanCo declares, pays or makes the distribution on the Ordinary Shares same per share dividend or distribution on the Exchangeable Shares in accordance with the Exchangeable Share Provisions simultaneously, or at least as soon as reasonably practicable Rights issues and similar issues or issue or distribute Ordinary Shares, CanCo issues or distributes the same or distributions rights to subscribe for Ordinary Shares, an Economically Equivalent on a per other shares, derivatives, warrants, debt share basis simultaneously, or at least securities or other assets of as soon as reasonably practicable WorleyParsons to Shareholders Buy-backs make an offer to all or substantially all WorleyParsons or CanCo takes Shareholders to buyback Ordinary reasonable steps to ensure the same or Shares an Economically Equivalent on a per share basis of such offer is open to Exchangeable Shareholders Share changes effect a conversion or other change to the same or an Economically Equivalent the number of Ordinary Shares on issue change is made simultaneously, or at or reclassify the Ordinary Shares least as soon as reasonably practicable to the rights of Exchangeable Holders.

76 WorleyParsons + Colt Prospectus and Notice of Meeting These restrictions do not apply in certain situations such as placements and offerings, selective or on-market buy-backs of Ordinary Shares or if such a change is already contemplated in the Exchangeable Share Provisions.

Takeovers Where a takeover of WorleyParsons is proposed or recommended by the Board or is to be otherwise effected with its consent or approval and the Exchangeable Shares are not proposed to be, pursuant to a “company sale” (see Section 9.1.2) which has commenced, once the relevant requirements of the “company sale” deﬁnition are met, exchanged or purchased under the terms of the Exchangeable Share Provisions, WorleyParsons must use its commercially reasonable efforts to enable Exchangeable Shareholders to participate in the takeover offer to the same extent and on an Economically Equivalent basis as Shareholders, without discrimination. This includes ensuring that Exchangeable Shareholders may participate without initiating exchange of their Exchangeable Shares themselves or if the acquirer intends only to acquire Ordinary Shares, ensuring that any exchange is conditional on the offer becoming unconditional. This is subject to CanCo’s right to exchange, and WorleyParsons and its designated subsidiary’s right to purchase, the Exchangeable Shares and such action not being contrary to the Board’s ﬁduciary duties (having received advice).

Combinations etc. Until all the Exchangeable Shares are exchanged or purchased under the Exchangeable Share Provisions, WorleyParsons must not consummate any transaction (whether by statutory procedure such as an amalgamation, reorganisation, consolidation or merger or a transfer, sale or lease) whereby CanCo and all or substantially all of WorleyParsons’ undertaking, property and assets would become the property of another, or in the case of a merger, of the continuing corporation unless that other person assumes the responsibilities of WorleyParsons under the Support Agreement. This is subject to CanCo’s right to exchange, and WorleyParsons and its designated subsidiary’s right to purchase, the Exchangeable Shares.

Corporate actions involving CanCo WorleyParsons must have regard to taking necessary action (including taking into account the interests of Exchangeable Shareholders) to ensure that CanCo meets solvency tests under CanCo’s governing statute and the Canada Business Corporations Act. WorleyParsons must, unless it has the approval of the Exchangeable Shareholders, retain its interest in all of the voting shares in CanCo and its designated subsidiary including by retaining its interests in all the voting shares of any company or companies through which it indirectly holds all of the voting shares in CanCo or the designated subsidiary.

Support of CanCo If any event occurs that requires CanCo to deliver Ordinary Shares to any Exchangeable Shareholder, WorleyParsons is obliged to issue and deliver the requisite number of Ordinary Shares within the time required for CanCo to fulﬁl its obligations. WorleyParsons is also obliged to provide CanCo with sufﬁcient funds, assets or other property necessary to enable CanCo to satisfy its obligations under the Exchangeable Share Provisions, the Exchange Rights Agreement and the Support Agreement. WorleyParsons provides covenants in relation to the treatment of the Exchangeable Shares, the tradeability of Ordinary Shares delivered under the Exchangeable Share Provisions and the tax status of CanCo.

9.1.4 Exchange Rights Agreement The Exchange Rights Agreement between WorleyParsons, CanCo, WorleyParsons Canada Callco Ltd and each Exchangeable Shareholder, obliges WorleyParsons to purchase from such Exchangeable Shareholders all or any part of the Exchangeable Shares in certain circumstances and to give various notices to the Exchangeable Shareholders.

Exchange rights Each Exchangeable Shareholder has a right to require WorleyParsons to purchase all or any part of its Exchangeable Shares on: ... the liquidation of WorleyParsons; ... the liquidation of CanCo; ... the failure of CanCo to exchange all or part of the Exchangeable Shares under the Exchangeable Share Provisions; and ... the failure of WorleyParsons or its designated subsidiary to purchase all or part of the Exchangeable Shares under the Exchangeable Share Provisions. On purchase, the Exchangeable Shareholder is to receive for each Exchangeable Share exchanged one Ordinary Share (subject to adjustments) and any declared and unpaid dividends on that Exchangeable Share. Prior to the record date for determining shareholders entitled to participate in a liquidation or winding up of WorleyParsons, WorleyParsons or its designated subsidiary will be required without any action by any other party, to exchange each Exchangeable Share for one Ordinary Share (subject to adjustments) and any declared and unpaid dividends on that Exchangeable Share.

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Notices WorleyParsons must give to the Exchangeable Shareholders: ... advance notice of a voluntary or involuntary liquidation of WorleyParsons; ... notices sent to Shareholders; and ... notice of the occurrence of a liquidation event in relation to CanCo.

Compliance with other agreements Each Exchangeable Shareholder has a right to enforce compliance by CanCo and WorleyParsons with their obligations under the Exchangeable Share Provisions, the Support Agreement, the Exchange Rights Agreement and the Voting Trust Agreement. WorleyParsons provides covenants in relation to the tradeability of Ordinary Shares delivered under the Exchange Rights Agreement and must comply with the terms of certain ASIC and ASX relief sought in relation to the Acquisition.

9.1.5 Voting Trust Agreement The Voting Trust Agreement between WorleyParsons, CanCo and the Trustee gives the Exchangeable Shareholders a right to direct the Trustee how to vote the votes attached to the Special Voting Share, if Shareholders have approved the issue of the Special Voting Share. Under the Voting Trust Agreement: ... the Trustee must vote at a Shareholder meeting in the manner instructed by an Exchangeable Shareholder and appoint a proxy to vote in the manner instructed by the Exchangeable Shareholder; ... an Exchangeable Shareholder is only entitled to instruct the Trustee in respect of the number of votes that would attach to the Ordinary Shares to be received by that Exchangeable Shareholder on exchange of its Exchangeable Shares; ... WorleyParsons must send various materials to the Exchangeable Shareholders or arrange for the Trustee to do so; and ... WorleyParsons will pay all the fees and costs of the Trustee and indemniﬁes the Trustee against any claims, losses, damages, costs and expenses arising from its duties under the Voting Trust Agreement.

Combinations etc. Until all the Exchangeable Shares are exchanged or purchased under the Exchangeable Share Provisions, WorleyParsons must not consummate any transaction (whether by statutory procedure such as an amalgamation, reorganisation, consolidation or merger or a transfer, sale or lease) whereby Canco and all or substantially all of WorleyParsons’ undertaking, property and assets would become the property of another, or in the case of a merger, of the continuing corporation unless that other person assumes the responsibilities of WorleyParsons under the Voting Trust Agreement. This is subject to CanCo’s right to exchange, and WorleyParsons and its designated subsidiary’s right to purchase, the Exchangeable Shares.

9.1.6 Special Voting Share terms of issue To allow WorleyParsons to issue the Special Voting Share, the Board has called an Extraordinary General Meeting to be held at 2.00pm (AEST) on 2 April 2007 at which Shareholder approval for the issue is sought. The Notice of Meeting is provided in Section 10. The terms of issue of the Special Voting Share are set out in full in the Appendix to this Document. In summary, the Special Voting Share entitles the holder to the following: ... Voting rights – a right to vote together as one class with the Shareholders in all the circumstances in which Shareholders have a right to vote, subject to WorleyParsons’ Constitution and applicable law; and – an aggregate number of votes equal to the number of votes attached to Ordinary Shares into which the Exchangeable Shares are exchangeable. ... Notices and attendances – the same rights as Shareholders to receive notices, reports and ﬁnancial statements and to attend and to speak at all general meetings. The Special Voting Share is also subject to the following restrictions: ... no dividends or distributions: the holder of the Special Voting Share is not entitled to receive any dividend or distributions of WorleyParsons; and ... no transfer: the Special Voting Share may not be transferred except in accordance with the Voting Trust Agreement, summarised in Section 9.1.5.

78 WorleyParsons + Colt Prospectus and Notice of Meeting 9.2 Additional debt funding

9.2.1 Use of additional funds WorleyParsons has raised approximately $550 million in new debt finance facilities as part of the funding of the Acquisition by way of finance facilities with various banks. Of the $550 million, $333 million will be used for partially financing the Acquisition and to pay related transaction costs, $141 million will be used as temporary bridge finance for the retail component of the Entitlement Offer and $76 million will be available for use for working capital and other purposes. WorleyParsons intends to refinance these facilities within the 12 months following completion of the Acquisition through longer-term facilities. The $141 million temporary bridge finance will be used to fund the difference between the Purchase Price and the sum of the Exchangeable Shares, Bridge Finance Facility and Institutional Entitlement Offer. This facility is to cover the shortfall in funds prior to settlement of the Retail Entitlement Offer, assuming the Acquisition completes before such settlement. The facility will be repaid once WorleyParsons receives the proceeds of the Retail Entitlement Offer.

9.2.2 Summary of the Bridge Finance Agreement To cover part of the cost of the Acquisition, WorleyParsons and the Borrowers entered into a multi currency bridge and revolving facilities agreement (Bridge Finance Agreement) with the Financiers in relation to the facilities described below: ... a C$315 million term loan facility to finance the proposed Acquisition. Any loan under this facility must be repaid, at the latest, 364 days from the date of the Bridge Finance Agreement; and ... a A$200 million multi-currency revolving loan facility to fund working capital requirements of WorleyParsons and to fund other permitted acquisitions by members of the WorleyParsons Group (including on-lending amounts to, or investing in, other members of the WorleyParsons Group for those purposes). Any loan under this facility must be repaid, at the latest, 364 days from the date of the Bridge Finance Agreement, (together, the Facilities). The Bridge Finance Agreement contains mandatory prepayment provisions whereby WorleyParsons (and other Borrowers) are to repay the abovementioned loans in an amount equal to any cash consideration received from the issue, purchase or sale of securities or medium or long-term financing instruments. There are also mandatory partial repayment provisions that are triggered upon certain levels of movement in foreign exchange. The documentation for the Facilities contains various conditions precedent, representations and warranties, general undertakings, negative pledges, undertakings to provide financial information and financial covenants given by WorleyParsons (and other Borrowers), which are usual in facilities of this nature. The documentation for the Facilities also contains events of default, including the occurrence of any event or circumstance which has a material adverse effect on, among other things, the ability of WorleyParsons (and other Borrowers) to perform and comply with their obligations under the Facilities. If an event of default is continuing, the agent for the Financiers may declare that an amount equal to all or any part of the outstanding loan is payable on demand or immediately due for payment, and/or that the obligations of the Financiers are terminated.

9.3 Summary of the Acquisition agreements

9.3.1 Master Transaction Agreement The Vendors, WorleyParsons, CanCo, WorleyParsons Canada and Colt have entered into the Master Transaction Agreement for CanCo to acquire all of the issued and outstanding partnership interests in the capital of Colt for C$1,035 million (subject to post-Completion adjustments based on the ﬁnal audited balance sheet of Colt as at 1 February 2007).

Conditions precedent Completion of the Master Transaction Agreement is conditional upon: ... incorporating amendments to the constitution of CanCo to provide for the issue of Exchangeable Shares; ... the provision of various agreements to the Vendors, including the Underwriting Agreement, the Bridge Finance Agreement, agreements relating to the Exchangeable Shares and key employment agreements; ... the termination of all non-arm’s length indebtedness to Colt of its directors, ofﬁcers, shareholders or employees; ... no material damage occuring to material assets of Colt and its subsidiaries; ... a pre-Acquisition reorganisation of Colt being completed so that the Vendors become the owners of all of the outstanding units of interest; ... Caravel becomes wholly owned by the Vendors and all obligations and liabilities of Colt pursuant to the royalty agreement described in Section 1.13 shall have been assumed by the Vendors; ... a security agreement between the Vendors, Colt and others is terminated;

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... various resolutions of the subsidiaries of Colt are passed in relation to past corporate actions; and ... other usual conditions precedent, including there being no material adverse change with respect to the Vendors and CanCo, the receipt of relevant documentation authorising the obligations under the agreement and obtaining of relevant regulatory approvals (described in Sections 9.21.1 and 9.21.2). Under the terms of the agreement, WorleyParsons is required to convene a meeting of Shareholders to approve the issue of the Special Voting Share. However, obtaining Shareholder approval is not a condition precedent to completion of the Acquisition.

Purchase Price The Purchase Price of C$1,035 million is to be satisﬁed by: ... CanCo paying C$702 million in cash (payable to the Vendors and also through Colt to the Caravel Shareholders); ... CanCo paying C$20 million in cash to the Escrow Agent (to be held under the Escrow Agreement); and ... CanCo issuing C$313 million worth of Exchangeable Shares to the Vendors (at the Institutional Bookbuild Price). WorleyParsons will issue the Special Voting Share to the Trustee, if and when approval by its Shareholders has been obtained.

Completion Completion under the agreement will occur on 7 March 2007 unless all regulatory approvals have not been obtained by that date, in which case Completion will occur on the third Business Day following receipt of the last occurring regulatory approval.

Representations and warranties Under the agreement, the Vendors have provided certain representations and warranties (both severally, and joint and severally) in respect of the entry into the agreement, regulatory approvals, organisation, consents, and the conduct of the business of Colt and its subsidiaries. WorleyParsons, WorleyParsons Canada, CanCo and its affiliates are indemnified for any breach of any representation or warranty made in the agreement by the Vendors, for pre-Completion taxes and for liabilities in relation to the Vendor’s acquisition of Caravel. Unless a claim under the indemnities relates to a deficiency in title or is based on intentional misrepresentation or fraud, claims are limited as follows: ... a two year limit in respect of any claim, other than a claim relating to tax matters; ... the several liability of each of the Vendors is capped at their proportional interest in the cash in escrow and the current value of the Exchangeable Shares registered in their name (including the value of any derived property) that remain in escrow at the date of the claim; and ... the joint and several liability of all of the Vendors is capped at the amount of cash in escrow and the current value of the Exchangeable Shares (including the value of any derived property) that remain in escrow at the date of the claim. Under the agreement, WorleyParsons, WorleyParsons Canada and CanCo also provide certain representations and warranties regarding the entry into the agreement, regulatory approvals, organisation, authorisations, the issuance of the Exchangeable Shares, Shares and Special Voting Share, financing arrangements and tax status of CanCo. The Vendors are indemnified for any breach of any representation or warranty made in the agreement by WorleyParsons or WorleyParsons Canada, and for certain pre-Completion taxes. Any liability of WorleyParsons, WorleyParsons Canada and CanCo is subject to similar limitations as the joint and several liability cap on the Vendors described above.

Termination The agreement can be terminated: ... if the conditions precedent are not fulﬁlled; or ... Completion has not occurred by 20 April 2007.

9.3.2 Escrow Agreement The Escrow Agreement is between CanCo, an agent for the Vendors and the Escrow Agent. Under the terms of the agreement, the Escrow Agent will hold C$20 million of the Purchase Price and C$284 million of the Exchangeable Shares in escrow. The C$20 million escrowed funds will be released two years from the date of the agreement. One-third of the escrowed Exchangeable Shares (and any rights or property derived from the escrowed Exchangeable Shares), will be released on each of the dates 12 months, 18 months and 24 months from Completion, respectively. Prior to release, the escrowed Exchangeable Shares generally may not be exchanged or sold. There is an exception allowing exchange and sale in the event of a takeover bid for WorleyParsons fulﬁlling all of the conditions in ASX Listing Rules 9.18.2 and 9.18.3, but any proceeds must continue to be held in escrow.

80 WorleyParsons + Colt Prospectus and Notice of Meeting 9.4 Summary of the Underwriting Agreement WorleyParsons and the Underwriter have entered into the Underwriting Agreement under which the Underwriter will fully underwrite the Entitlement Offer at the Application Price. The Underwriter may at its cost appoint sub-underwriters to sub-underwrite the Entitlement Offer in its absolute discretion.

Representations, warranties and undertaking WorleyParsons gives various representations and warranties under the Underwriting Agreement including that this Document complies with the Corporations Act and the Listing Rules in all material respects and that the New Shares will be validly issued and free of all encumbrances other than those provided for in the Constitution. The Underwriting Agreement imposes various obligations on WorleyParsons, including that WorleyParsons will not breach in any material respect, the Corporations Act, any other applicable laws, the Listing Rules, its Constitution, any legally binding requirement by ASIC or ASX or its obligations under the Master Transaction Agreement to an extent that is material to WorleyParsons, this Document (and associated documentation), the outcome of the Entitlement Offer or the completion of the Acquisition. WorleyParsons has undertaken that it will not without the prior consent of the Underwriter (such consent not to be unreasonably withheld or delayed), allot or agree to allot or indicate that it may or will allot any Ordinary Shares or other securities that represent the right to receive equity of WorleyParsons or any member of the WorleyParsons Group within 90 days after the Final Allotment Date other than in certain excluded circumstances. WorleyParsons also undertakes to use its best endeavours to ensure the lodgement of this Prospectus with ASIC and not, subject to WorleyParsons’ right to terminate the Underwriting Agreement if the Master Transaction Agreement is terminated, withdraw the Entitlement Offer after the Institutional Allotment Date.

Fees and Expenses Subject to the Underwriter having performed its obligations under the Underwriting Agreement, WorleyParsons will pay to the Underwriter a base fee of 1.75% of the aggregate amount paid by investors under the Entitlement Offer and an incentive fee of 0.5% of that aggregate amount (payable at WorleyParsons’ discretion). WorleyParsons is responsible for the reasonable costs of, and incidental to, the Entitlement Offer. Any sub-underwriting fees in relation to the Entitlement Offer are the responsibility of the Underwriter.

Indemnity WorleyParsons has agreed to indemnify the Underwriter including its affiliates, officers, employees, advisors and Related Bodies Corporate (Indemnified Parties) for any claims, demands, damages, losses, costs, expenses and liabilities as a result of the making of the Entitlement Offer, this Document, associated public documents, the representations and warranties in the Underwriting Agreement, a breach by WorleyParsons of its obligations under the Underwriting Agreement and any regulatory review in relation to the Entitlement Officer and this Document except that the indemnity will not apply where the claims, demands, damages, losses, costs, expenses and liabilities result primarily from the fraud, recklessness, wilful misconduct or negligence of, or breach of this agreement by, the Indemnified Party or any penalty or fine which that Indemnified Party is required to pay for any contravention of law or any amount in respect of which the indemnity would be illegal, void or unenforceable under any law.

Termination The Underwriter may terminate its obligations under the Underwriting Agreement if at any time before Completion, one or more of the following events occur. ... Notice: a person gives notice under section 730(1)(a) or (b) of the Corporations Act in relation to the Prospectus; ... Supplementary prospectus: WorleyParsons lodges a supplementary prospectus with ASIC in a form not approved by the Underwriter; ... Quotation approvals: approval is refused or not granted, or approval is granted subject to conditions other than customary conditions, to either the official quotation of all of the New Shares issued in connection with the Entitlement Offer on ASX on or before the applicable approval deadline, or if granted, the approval is subsequently withdrawn, qualified or withheld; ... Listing: WorleyParsons ceases to be admitted on the official list of ASX, the Shares cease to be quoted or the trading of Shares is suspended other than as contemplated as part of the Entitlement Offer process; ... ASIC stop order: ASIC issues an order under section 739(1) of the Corporations Act; ... ASIC notification: an application is made by ASIC for an order under Part 9.5 of the Corporations Act or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Entitlement Offer or this Document;

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... Withdrawal of consent: any person (other than the Underwriter) gives a notice under section 733(3) of the Corporations Act or any person (other than the Underwriter) who has previously consented to the inclusion of its name in this Document (or a supplementary prospectus) or to be named in this Document withdraws that consent; ... Withdrawal of Document: WorleyParsons withdraws this Document or the Entitlement Offer; ... Disruption to financial markets: any of the following occurs: – a general moratorium on commercial banking activities in Australia, the US or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or – trading in all securities quoted or listed on ASX, the London Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for one day on which that exchange is open for trading, the effect of which is such as to make it, in the opinion of the Underwriter impracticable to market the Entitlement Offer or enforce contracts to issue or sell (as applicable) the New Shares; ... Closing certificate: WorleyParsons does not provide a certificate in the prescribed form as and when required under the Underwriting Agreement certifying, among other things, compliance with its obligations under the Underwriting Agreement or a statement in such certificate is untrue or incomplete in a material respect; ... Lodgement: WorleyParsons fails to lodge the Document by the lodgement date; ... Timetable: the Entitlement Offer is not conducted in accordance with the timetable as set out under the Underwriting Agreement where the Underwriter has reasonable and bona fide grounds to believe and does believe that such a deviation: – will, or is likely to, materially increase the likelihood that the Underwriter has to subscribe for New Shares under the agreement; – will, or is likely to, materially adversely affect the value of Shares held by the Underwriter; – has or is likely to have a material adverse effect on the success or settlement of the Entitlement Offer; or – would give rise to a liability of the Underwriter in any capacity under any law, contract (relating to the Entitlement Offer), rule (relating to the Entitlement Offer), regulation or treaty; ... Other events: any of the following events occur and the Underwriter reasonably determines that the event has or is likely to have a material adverse effect on the success or settlement of the Entitlement Offer or would give rise to a liability of the Underwriter under any law, regulation or treaty: – Notice: any person gives a notice under section 730(1)(c) of the Corporations Act in relation to this Document; – Inadequate disclosure: – a statement contained in any document used to conduct the Entitlement Offer (including this Document) is or becomes misleading or deceptive, or a matter is omitted from these documents having regard to the Corporations Act; or – the due diligence report or other information supplied by or on behalf of WorleyParsons to the Underwriter in relation to the WorleyParsons Group or the Entitlement Offer in aggregate, is or becomes misleading or deceptive; – New circumstances: a new circumstance arises since the date of this Document that would have been required to be included in this Document if it had arisen before the Document was lodged; – Adverse change: there is an adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of WorleyParsons or of Colt from that disclosed in this Document; – Change of law: there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State of Australia a new law, or the Reserve Bank of Australia, or any Commonwealth of State authority, adopts or announces a proposal to adopt a new policy, any of which does or is likely to prohibit or regulate the Entitlement Offer, capital issues or stock markets; – Insolvency events: any of the following occur in relation to any member of the WorleyParsons Group: – an order or application is made, or a resolution is passed, for its winding up, dissolution, official management or administration; – any proceedings or arrangements for its liquidation or the appointment of a receiver are instituted; – a receiver, a receiver and manager, administrator or similar officer is appointed, or a distress or execution is levied, over its assets; – it suspends payment of its debts or is unable to pay its debts as and when they fall due; or – it makes or offers to make an arrangement with its creditors or a class of them; – Change in Board: a change in the Board occurs, other than a change referred to in this Document; – Prosecution: a Director is charged with an indictable offence, any government agency commences any public action against WorleyParsons or its Directors, or announces that it intends to take such action or a Director is disqualified from managing a corporation under the Corporations Act; – Regulatory compliance: contravention by WorleyParsons or any entity in the WorleyParsons Group of the Corporations Act, its Constitution or any of the Listing Rules; – Default: WorleyParsons defaults in the performance of any of its obligations under the Underwriting Agreement; or – Representations and warranties: a representation or warranty contained in the Underwriting Agreement on the part of WorleyParsons is or becomes not true or correct.

82 WorleyParsons + Colt Prospectus and Notice of Meeting If the Underwriter terminates the Underwriting Agreement, subject to the Underwriter also complying with its obligations under the agreement, any such termination will not affect WorleyParsons’ obligation to pay the Underwriter its fees for services already provided.

9.5 Royalty agreement WorleyParsons has entered into a royalty agreement and has agreed to pay to the Vendors a proportion of any royalties received in respect of licensing agreements entered into in respect of certain intellectual property rights for a period of seven years.

9.6 Summary of hedging arrangements WorleyParsons has hedged its exposure to movements in the Canadian dollar against the Australian dollar between the date of the announcement of the Acquisition (8 February 2007) and the receipt of proceeds under the Institutional Entitlement Offer (20 February 2007) and Retail Entitlement Offer (14 March 2007), for the $480 million being raised under the two offers. The hedging is being conducted through an Australian dollar put option and a Canadian dollar call option at strike prices of C$0.905.

9.7 Litigation and material disputes

9.7.1 Colt litigation and material disputes Colt is from time to time, engaged in disputes with third parties, some of which involve litigation. Two actions are pending with Alliance Pipeline in relation to the design of a pipeline from Northern Alberta to Chicago, which may, in aggregate be considered material. These actions total C$10.9 million. The project has an insurance policy and the insurer is currently responding to these claims and paying the costs of the defence. Colt’s corporate insurance program is available if the project policy is not sufﬁcient.

9.7.2 WorleyParsons Group litigation and material disputes Members of the WorleyParsons Group are, from time to time, engaged in disputes with third parties, some of which involve litigation. However, to the knowledge of the Directors, neither WorleyParsons nor any of its Subsidiaries is presently involved in any litigation which the Directors believe has, or is likely to have a material adverse effect on its business operations or those of its Subsidiaries, having regard, among other things, to the expected outcome of the litigation and (should such outcomes be adverse to WorleyParsons) the ability of WorleyParsons to claim indemnity under the term of its insurance policies. The Directors are aware of the possibility of a claim for remediation work by a customer in relation to an oil and gas project. However, WorleyParsons has insurance in relation to the project and, should litigation commence, the Directors do not consider that the proceedings would be likely to have a material adverse effect on the business.

9.8 Nature of this Document This Document is a prospectus for continuously quoted securities. The information in this Document principally concerns the terms and conditions of the Entitlement Offer and information necessary for investors to make an informed assessment of: ... the effect of the Entitlement Offer on WorleyParsons; and ... the rights and liabilities attaching to the New Shares. This Document does not include all of the information that would be included in a document for an initial public offering of securities in an entity not already listed on ASX. WorleyParsons has been listed on ASX since November 2002. During this time, WorleyParsons has been subject to disclosure requirements under the Corporations Act and the Listing Rules. WorleyParsons has, since listing, provided ASX with a substantial amount of information regarding its activities and that information is publicly available. This Document is intended to be read in conjunction with that publicly available information. Therefore, Qualifying Shareholders considering subscribing for New Shares should also have regard to that publicly available information before making any investment decision.

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9.9 Reporting and disclosure obligations WorleyParsons is a “disclosing entity” for the purposes of Part 1.2A of the Corporations Act. As a disclosing entity, it is subject to regular reporting and disclosure obligations under the Corporations Act and Listing Rules. Broadly, these obligations require: ... the preparation of both yearly and half yearly ﬁnancial statements, a report on the operations of WorleyParsons during the relevant accounting period together with an audit or review report thereon by WorleyParsons’ auditor; and ... immediate notiﬁcation of ASX of any information concerning WorleyParsons which it becomes aware of and which a reasonable person would expect to have a material effect on the price or value of Ordinary Shares, subject to certain exceptions.

9.10 Availability of other documents Copies of documents lodged with ASIC in relation to WorleyParsons may be obtained from, or inspected at, the offices of ASIC. WorleyParsons will provide, or cause to be provided, a copy of each of the following documents, free of charge, to any person on request until the Final Allotment Date: ... WorleyParsons’ financial report for the six months ended 31 December 2006 (being the half yearly financial report most recently lodged with ASIC by WorleyParsons before the issue of this Document); ... WorleyParsons’ annual financial report for the year ended 30 June 2006 (being the annual financial report most recently lodged with ASIC by WorleyParsons before the issue of this Document); ... any continuous disclosure notices given by WorleyParsons to ASX after the lodgement of the annual financial report for the period ended 30 June 2006 and before the lodgement of this Document with ASIC; and ... the Constitution of WorleyParsons. All requests for copies of the above documents should be addressed to the Company Secretary, WorleyParsons Limited, Level 7, 116 Miller Street, North Sydney NSW 2060 or by phoning the WorleyParsons Entitlement Offer InfoLine on 1300 738 801 (Australia) or 61 3 9415 4601 (International). The above information may also be obtained from WorleyParsons’ website at www.worleyparsons.com or from ASX.

9.11 Rights and liabilities attaching to New Shares The rights attaching to New Shares are: ... set out in the Constitution, a copy of which is available by making a request in the manner set out in Section 9.10; and ... in certain circumstances, regulated by the Corporations Act, Listing Rules, the ASTC Settlement Rules and the general law. The following is a summary of the principal rights of Shareholders.

Voting At a general meeting, every Shareholder present in person or by proxy, attorney or representative has one vote on a show of hands and on a poll every Shareholder present has one vote for each ordinary share held. On a poll, partly paid shares confer a fraction of a vote pro rata to the amount paid up. Voting at any meeting of Shareholders is by a show of hands unless a poll is demanded in the manner described in the Constitution. The quorum required for a meeting of Shareholders is two Shareholders or if only one Shareholder is entitled to vote, that Shareholder. In the case of an equality of votes upon any proposed resolution, the Chairperson of the meeting, in addition to his or her deliberative vote, has a casting vote.

General meetings Each Shareholder is entitled to receive notice of and, except in certain circumstances, to attend and vote at general meetings of WorleyParsons and to receive all ﬁnancial statements, notices and other documents required to be sent to Shareholders under the Constitution or Corporations Act.

Dividends The Directors may from time to time pay dividends to Shareholders out of the proﬁts of WorleyParsons. The payment of a dividend does not require any conﬁrmation by general meeting. New Shares issued will not be entitled to the dividend for the half year ended 31 December 2006 of 28 cents per Share. New Shares will rank equally for all dividends from the date of Allotment. Subject to any special terms and conditions of issue, all dividends must be paid to Shareholders in proportion to the number of, and the amounts paid on, Ordinary Shares held.

84 WorleyParsons + Colt Prospectus and Notice of Meeting Issue of shares The Directors may (subject to the restrictions on the issue of Ordinary Shares imposed by the Constitution and Listing Rules) issue or grant options in respect of, or otherwise dispose of, Ordinary Shares to such persons, for such price, on such conditions, at such times and with such preferred, deferred or other special rights or special restrictions, whether with regard to dividend, voting, return of capital, participation in the property of WorleyParsons on a winding up or otherwise, as the Directors think ﬁt.

Transfer of shares Subject to the Constitution, Ordinary Shares are freely transferable. Shareholders may transfer them by an instrument in writing in any usual or common form, or in any other form that the Directors approve and, while WorleyParsons is a listed company, Ordinary Shares may be transferred electronically in accordance with the ASTC Settlement Rules. The Directors may decline to register an instrument of transfer where the transfer is not in registrable form or the refusal to register the transfer is permitted under the Listing Rules. Subject to the Listing Rules and ASTC Settlement Rules, while WorleyParsons is a listed company the Directors may suspend the registration of transfers at such times and for such periods, not exceeding in total 30 days in any year, as they think ﬁt.

Winding up Ordinary Shares rank equally in the event of a winding up. Subject to the Constitution and to the rights attaching to any shares or classes of shares, a liquidator in a winding up may, with the sanction of a special resolution of Shareholders, distribute among the Shareholders the whole or any part of the property of WorleyParsons.

9.12 Tax implications of the Entitlement Offer The following comments concerning the income tax implications arising for WorleyParsons Shareholders are general in nature and deal only with Australian income tax implications for Australian tax residents. Accordingly, all persons should seek and rely upon their own taxation advice as to the possible tax consequences arising in connection with the Entitlement Offer and New Shares acquired under the Entitlement Offer. None of WorleyParsons nor any of its ofﬁcers, nor its taxation or other advisors, accepts any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences themselves. It should be noted that there may be changes in tax laws, policy and practice which may affect the Shareholder’s tax position.

9.12.1 Australian tax implications The following comments do not apply to investors who carry on a business of trading in shares, or otherwise hold shares on revenue account. These comments are based on the Australian income tax laws in force at the time of issue of this Prospectus. The precise taxation implications will depend upon each Shareholder’s speciﬁc circumstances. Capital gains are taxed in Australia. A capital gain generally arises when an asset is disposed of and the capital proceeds exceed the total cost of acquiring the asset. Conversely, a capital loss generally arises if the total cost exceeds the capital proceeds received. The Entitlement, and any New Shares acquired under the Entitlement Offer, are assets for capital gains tax (CGT) purposes. A net capital gain is generally included in the assessable income of the taxpayer, and the taxpayer may be subject to tax on the capital gain or the discounted capital gain (for certain types of taxpayers who have held the relevant asset for at least 12 months). The amount of tax payable will depend upon the taxpayer’s particular income tax proﬁle. For instance, an individual may have to pay tax up to the top marginal tax rate (currently 45%) plus the Medicare levy (currently 1.5%) on any capital gain. A company may have to pay tax of up to 30% on any capital gain.

9.12.2 Granting of Entitlement The granting of an Entitlement under the Entitlement Offer should not constitute an assessable dividend for Australian income tax purposes nor will it give rise to any immediate income tax or CGT liability for the Shareholders.

9.12.3 Sale of Entitlement through a Bookbuild Where an Australian tax resident Shareholder sells their Entitlement through the Institutional Bookbuild or the Retail Bookbuild, or does nothing, the Entitlement will be sold on the Shareholder’s behalf under either of the two Bookbuilds or acquired by UBS pursuant to the Underwriting Agreement. Where a Shareholder receives proceeds in respect of the disposal of their Entitlement, a capital gain could arise equal to the amount by which the capital proceeds received for the disposal of the Entitlement exceeds any non-deductible incidental costs incurred in disposing of the Entitlement.

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If the Shareholder receives no proceeds or the proceeds received are less than any non-deductible incidental costs incurred in disposing of the Entitlement, a capital loss could arise equal to the non-deductible incidental costs less the proceeds received (if any). The Entitlement is deemed to be acquired when the Existing Shares to which the Entitlement relates were acquired. Where the Existing Shares were acquired on or after 20 September 1985, any capital gain arising for individuals and entities acting as trustees in respect of the disposal of the Entitlement may be reduced by 50% if the Existing Shares to which the Entitlement relates were held for at least 12 months before the date of disposal of the Entitlement. For a complying superannuation entity, 1 any capital gain may be reduced by 33 /3% if the Existing Shares to which the Entitlement relates were held for at least 12 months before the date of disposal of the Entitlement.

9.12.4 Acquisition of New Shares by taking up Entitlement Where all or a part of the Entitlement is exercised, this should not give rise to an income tax or CGT liability, irrespective of whether the Entitlement was issued to Existing Shareholders or purchased under the Institutional Bookbuild or the Retail Bookbuild. For Qualifying Shareholders, the total cost base of the New Shares acquired on exercising the Entitlement will equal the total amount paid to acquire the New Shares (i.e. the Application Price), plus any non-deductible incidental costs incurred to acquire them. For other Shareholders that acquire New Shares, the total cost base of the New Shares acquired will equal the aggregate of the amount paid to acquire the New Shares (i.e. the Application Price), the amount paid to acquire the Entitlement and any non-deductible incidental costs incurred to acquire them.

9.12.5 Disposal of New Shares Where the New Shares are subsequently sold, a capital gain will arise where the capital proceeds received exceed the Shareholder’s tax cost base. A capital loss will arise where the Shareholder’s tax cost base exceeds the capital proceeds. All capital gains and capital losses arising in an income year are added together to determine whether an Existing Shareholder has derived a net capital gain or incurred a net capital loss during that year. Where the Shareholder is an individual or a trustee (including of a complying superannuation fund) and the Existing Shares are sold within the 12 month period commencing from the date the New Shares are acquired, the Shareholder will not be eligible to receive the CGT discount. Any capital gain arising to individuals and entities acting as trustees (other than a trust that is a complying superannuation entity) in respect of the disposal of New Shares may be reduced by 50% after offsetting current year or prior year capital losses, if the shares were held for more than 12 months after the date the New Shares are acquired. For a complying 1 superannuation entity, the capital gain may be reduced by 33 /3% after offsetting current year or prior year capital losses, if the shares were held for more than 12 months after the date the New Shares are acquired. The New Shares acquired under the Entitlement Offer will be treated for CGT purposes as having been acquired by the Shareholder on the day on which the Shareholder exercised their Entitlement. Similarly, this shall be the case where the Shareholder purchases the Entitlement from another party.

9.13 Jurisdictions outside Australia This Document does not constitute an offer or invitation to: ... any shareholder with their registered address outside Australia and New Zealand (other than a Qualifying Institutional Shareholder) unless WorleyParsons otherwise permits; ... any person in the US or any US person as deﬁned in Regulation S of the US Securities Act, or any other persons acting for the account or beneﬁt of a US person (other than pursuant to a transaction exempt from registration under the US Securities Act and applicable US state securities laws); or ... any person in any jurisdiction to whom it is unlawful to make such offer or invitation having regard to the laws of that jurisdiction, (each, a Foreign Person). No action has been taken to register or qualify the New Shares that are the subject of the Entitlement Offer, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia. The Ordinary Shares have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the US except in transactions exempt from the registration requirements of the US Securities Act and applicable state securities laws.

86 WorleyParsons + Colt Prospectus and Notice of Meeting The distribution of this Document (including an electronic copy) in jurisdictions outside Australia may be restricted by law and persons who enter into possession of it should seek advice on, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Each Applicant in the Entitlement Offer will be taken to have represented, warranted and agreed as follows: ... the Applicant is not acting for the account or beneﬁt of a Foreign Person; and ... the Applicant will not offer or sell the New Shares in the US or in any other jurisdiction outside Australia except in transactions exempt from registration under the US Securities Act and applicable US state securities laws and otherwise in compliance with all applicable laws in the jurisdiction in which the New Shares are offered and sold; and ... the Applicant is not otherwise prohibited by the laws of their foreign jurisdiction from acquiring New Shares pursuant to the Entitlement Offer. WorleyParsons and the Lead Manager reserve the right to offer New Shares under the Institutional Entitlement Offer to any Qualifying Institutional Investor outside Australia, where to do so would not be in breach of the securities law requirements of the relevant jurisdiction. No person is authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations will not be relied upon as having been authorised by WorleyParsons, the Underwriter and Lead Manager or any other person, nor will any such persons have any liability or responsibility.

9.14 Interests of Directors The relevant interests held by Directors before the Entitlement Offer and the New Shares subscribed for by the Directors under the Institutional Entitlement Offer are detailed below:

Total New Shares subscribed for under the Total Shares eligible Total Institutional Director for Entitlement Offer performance rights1 Entitlement Offer John Grill 32,581,181 294,708 357,897 John Green 890,975 50,000 Grahame Campbell 453,638 48,639 Ron McNeilly 340,550 35,309 David Housego 141,823 126,668 15,759 Erich Fraunschiel 147,863 14,508 William Hall 68,524 75,788 7,614 Eric Gwee Teck Hai 2,555 – 34,627,109 497,164 529,727

Notes: 1 The performance rights are not eligible to participate in the Entitlement Offer. The totals shown include the following performance rights which may or may not be accepted by 2 March 2007: Grill 52,500 Housego 21,500 Hall 28,000 102,000

Larry Benke, a proposed alternate Director, is one of the Vendors with a 6.23% interest in Colt, and as such will receive 6.23% of the Purchase Price. He has elected to receive 50% of that amount in Exchangeable Shares at the Institutional Bookbuild Price. See Sections 9.1, 9.3 and 9.5 for further details of the Acquisition, the Purchase Price and the Exchangeable Shares and related arrangements. He has agreed to enter into an employment agreement with WorleyParsons, and will be eligible to participate in WorleyParsons’ short-term and long-term incentive plans as outlined in Section 3.3. Other than as set out in this Document: ... no Director, or proposed Director holds at the date of this Document, or has held in the two years before lodgement of this Document with ASIC, an interest in: – the formation or promotion of WorleyParsons; – property acquired or proposed to be acquired by WorleyParsons in connection with its formation or promotion or the Entitlement Offer; or – the Entitlement Offer; ... no Director has any interest in the Resolutions; and

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... no one has paid or agreed to pay any amount, or given or agreed to give any beneﬁt, whether in cash or shares or otherwise, to any Director or proposed Director, either to induce them to become, or qualify them as, a Director or in connection with services provided by them in connection with the formation or promotion of WorleyParsons or in connection with the Entitlement Offer.

9.15 Interests of experts and advisors UBS has acted as Underwriter and Lead Manager for the Offer and Financial Advisor to WorleyParsons. UBS is entitled to receive the fees and commissions described in the summary of the Underwriting Agreement in addition to a Financial Advisor’s fee of $3.9 million. Ernst & Young is WorleyParsons’ auditor and has prepared the Independent Accountant’s report on historical financial and pro forma financial information. Ernst & Young has also performed due diligence enquiries in relation to historical financial information. WorleyParsons has agreed to pay $1.2 million for such services to the date of this Document. Further amounts may be paid to Ernst & Young in accordance with its usual time-based charge-out rates. PricewaterhouseCoopers (PwC) has acted as taxation advisor to WorleyParsons in relation to the taxation aspects of the Entitlement Offer. WorleyParsons has agreed to pay $13,000 for such services to the date of this Document. Further amounts may be paid to PwC in accordance with its usual time-based charge-out rates. Freehills has acted as Australian legal advisor to WorleyParsons in connection with the Entitlement Offer and has performed work in relation to the Australian due diligence enquiries on legal matters. WorleyParsons has agreed to pay $0.8 million for legal services to the date of this Document. Further amounts may be paid to Freehills in accordance with its usual time-based charge-out rates. KPMG has been engaged by WorleyParsons for the purposes of a limited review of the audited financial statements of Colt contained in this Document, in accordance with section 7110 of the Canadian Institute of Chartered Accountants Handbook. WorleyParsons has agreed to pay C$40,000 for such services to the date of this Document. Other than as set out in this Document: ... no person named in this Document as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Document; and ... no promoter or underwriter of the Entitlement Offer or financial services licensee named in this Document as a financial services licensee involved in the Entitlement Offer, holds, at the date of this Document, or has held in the two years before that date, an interest in: ... the formation or promotion of WorleyParsons; ... property acquired or proposed to be acquired by WorleyParsons in connection with the formation or promotion of WorleyParsons or with the Entitlement Offer; or ... the Entitlement Offer, nor has anyone paid or agreed to pay any amount, or given or agreed to give any benefit, whether in cash or shares or otherwise, to such persons in connection with services provided by them in connection with the formation or promotion of WorleyParsons or with the Entitlement Offer.

9.16 Consents Each of the parties named below: ... has given and has not, before the lodgement of this Document with ASIC, withdrawn its consent to be named in this Document in the form and context in which it is named; ... does not make, or purport to make, any statement that is included in this Document or any statement on which a statement made in this Document is based, other than as speciﬁed below; and ... to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in or omissions from this Document, other than the reference to its name in the form and context in which it is named and a statement or report included in this Document with its consent as speciﬁed below: The Independent Accountant has also given, and has not, before the lodgement of this Document with ASIC, withdrawn its consent to the inclusion of its Independent Accountant’s report in the form and context in which it is included in this Document.

88 WorleyParsons + Colt Prospectus and Notice of Meeting Role Consenting Party Consent Financial Advisor, Underwriter and UBS AG, Australia Branch Consent to be named Lead Manager Australian legal advisor Freehills Consent to be named Canadian auditor of Colt KPMG, Canada Consent to be named Independent Accountant Ernst & Young Consent to the inclusion of statements attributed to it in, and relating to, the Independent Accountant’s report Taxation advisor PricewaterhouseCoopers Consent to be named Share Registry Computershare Investor Services Consent to be named Pty Limited

9.17 Privacy If you apply for New Shares, you will provide personal information to WorleyParsons and the Share Registry. WorleyParsons and the Share Registry will collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration. Tax and company law requires some of the information to be collected in connection with your Application. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all. WorleyParsons is committed to respecting the privacy of your personal information. WorleyParsons and the Share Registry may disclose your personal information for purposes related to your investment to their agents and service providers, including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth): ... Underwriter and Lead Manager in order to assess your Application; ... Share Registry for ongoing administration of the Share register; and ... printers and the mailing house for the purposes of preparation and distribution of statements and for handling of mail. The information may also be disclosed to members of the Group and to their agents and services providers on the basis that they deal with such information in accordance with WorleyParsons’ privacy policy. Your personal information may also be provided to certain third parties. The types of third parties that may be provided with your personal information, and the circumstances in which your personal information may be disclosed, are: ... your financial advisor or broker (other than your tax file number information) in connection with services provided to you by your advisor or broker; ... government, regulatory authorities or other people when permitted or required by law, such as ASIC or people inspecting the Share register in accordance with the Corporations Act; ... ASX when and to the extent required by law or the Listing Rules; and ... in certain circumstances and with safeguards to respect your privacy, potential or actual purchasers of an interest in WorleyParsons or WorleyParsons’ business or any part thereof. Under the Privacy Act 1988 (Cth), you may request access to your personal information held by (or on behalf of) WorleyParsons or the Share Registry. You can request access to your personal information by writing or telephoning to WorleyParsons through the Share Registry as follows: Computershare Investor Services Pty Limited Level 2 60 Carrington Street Sydney NSW 2000 Australia Telephone: 1300 855 080. You can obtain a copy of WorleyParsons’ privacy policy electronically at www.worleyparsons.com.

9.18 Expenses of the Entitlement Offer The expenses of the Entitlement Offer are expected to be approximately $22 million. These expenses will be paid by WorleyParsons.

9.19 ASIC modiﬁcations, exemptions and class order relief WorleyParsons has applied to ASIC for a modiﬁcation of section 707(3) of the Corporations Act to enable the on-sale of Ordinary Shares issued on exchange of the Exchangeable Shares.

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9.20 ASX waivers and confirmation WorleyParsons has applied to ASX for confirmation in respect of, and waivers from, certain Listing Rules in respect of the Entitlement Offer and the Acquisition. WorleyParsons has received the confirmations and waivers listed below: ... confirmation that the terms of the Special Voting Share and the Exchangeable Shares are appropriate and equitable for the purposes of Listing Rule 6.1 and that the Exchangeable Shares and the Special Voting Share are acceptable as an additional class of ordinary securities for the purposes of Listing Rule 6.2; ... confirmation that Listing Rule 11.1 does not apply to the transaction and Shareholder approval is not required; ... confirmation that the Exchangeable Shares (and associated exchange rights and obligations) will be treated for Listing Rule purposes (including for the purposes of Listing Rules 7.1 and 10.11) on the basis that: (a) the Exchangeable Shares are deemed to have been converted into Ordinary Shares at the time of their issue; and (b) the issue of Ordinary Shares upon the exchange of Exchangeable Shares in accordance with their terms will not require any further shareholder approval; ... confirmation that each voting right associated with the Special Voting Share and each Exchangeable Share (and its associated exchange rights and obligations) will together count as one ordinary share for the purposes of Listing Rule 7.1; and ... confirmation that Listing Rule 10.1 will not prevent exchange of the Exchangeable Shares in accordance with their terms or any disposal or acquisition of a substantial asset to or from CanCo to effect such an exchange or otherwise to permit the Group to comply with the terms of the Exchangeable Shares. In order to conduct the Entitlement Offer, WorleyParsons has received, from ASX, waivers of Listing Rules 7.1 and 10.11 to permit: ... WorleyParsons to make the Entitlement Offer in the manner described in this Document without the requirement to obtain Shareholder approval; and ... related parties of WorleyParsons to participate in the Entitlement Offer up to the extent of their Entitlement on the same terms as the other Shareholders without the need to obtain Shareholder approval. The Listing Rule 7.1 waiver is subject to certain conditions. The Listing Rule 10.11 waiver is subject to the same conditions imposed in relation to the waiver from Listing Rule 7.1. These waivers also set out the arrangements for dealing with holdings registered in the names of nominees. In particular, a nominee Shareholder is treated as a separate holder in respect of Shares held for each of one or more Qualifying Shareholders (and, accordingly, may receive offers under the Institutional Entitlement Offer in respect of Shares held as nominee for Qualifying Institutional Shareholders and offers under the Retail Entitlement Offer in respect of Shares held as nominee for other persons). Offers under the Institutional Entitlement Offer will be treated as being made to the nominee, and therefore to a Qualifying Institutional Shareholder, even where made directly to the Qualifying Institutional Shareholder for whom the nominee holds. These waivers also allow WorleyParsons to ignore, for the purposes of determining those entitled to receive Entitlements (both under the Institutional Entitlement Offer and the Retail Entitlement Offer) transactions which occurred after the close of trading on ASX on 7 February 2007 (other than registration of transactions which were effected through the Integrated Trading System before the announcement) (post ex date transactions). Therefore, if you have acquired Shares in a post ex date transaction, you may not be entitled to receive an Entitlement in respect of those Shares. ASX has also granted waivers of Listing Rules 3.20 and 7.40 to the extent necessary to permit WorleyParsons to conduct the Entitlement Offer in accordance with a timetable different to that prescribed in the Listing Rules.

90 WorleyParsons + Colt Prospectus and Notice of Meeting 9.21 Regulatory approvals

9.21.1 Canadian Commissioner of Competition The acquisition of Colt requires pre-merger notification to the Canadian Commissioner of Competition (the Commissioner) as WorleyParsons’ acquisition of Colt exceeds certain specified financial thresholds. WorleyParsons does not believe that any action, other than a pre-merger notification filing, and/or a request for an advance ruling certificate (ARC) stating that the Commissioner will not challenge the Acquisition, will be required in connection with the Acquisition under the Competition Act (Canada), or that the Canadian Competition Tribunal would have grounds to issue an order either that the merger not proceed or if it has proceeded, be dissolved or that certain assets or shares involved be disposed. However, as in every transaction, there can be no assurance that a challenge to the Acquisition on competition law grounds will not be made or, if such challenge is made, that it would not be successful. WorleyParsons and Colt will submit a short form pre-merger notification to the Commissioner, and a request for an ARC. WorleyParsons does not currently intend to complete the Acquisition unless all applicable waiting periods associated with the pre-merger notification under the Competition Act (Canada) have expired or been waived and the Commissioner shall have issued an ARC, or the Commissioner has confirmed that no action will be taken in respect of the Acquisition.

9.21.2 Exemptive relief from Applicable Canadian Securities Commissions in relation to holders of Ordinary Shares resident in the Applicable Canadian Jurisdictions WorleyParsons and Colt have jointly applied to the securities commissions (Applicable Canadian Securities Commissions) in the Provinces of Alberta, British Columbia and Ontario (Applicable Canadian Jurisdictions) for discretionary relief from certain technical resale restrictions that may otherwise apply to the resale of Ordinary Shares by holders of Ordinary Shares resident in the Applicable Canadian Jurisdictions (Canadian Exemptive Relief Order). The relief being sought from the Applicable Canadian Securities Commissions will provide that the prospectus requirement under applicable Canadian securities laws will not apply to the ﬁrst trade of Ordinary Shares originally distributed in the Applicable Canadian Jurisdictions pursuant to a prospectus exemption if: ... WorleyParsons is not a reporting issuer in any jurisdiction of Canada on the date of the trade; and ... the trade is made through ASX or through another exchange or market outside of Canada or to a person or company outside of Canada. The Ordinary Shares issuable to the Vendors upon the exchange of the Exchangeable Shares will be issued to the Vendors pursuant to an exemption from the prospectus requirement under applicable Canadian securities laws. In addition, the Ordinary Shares that will be issued pursuant to the Caravel Offer will be issued pursuant to an exemption from the prospectus requirement under applicable Canadian securities laws. Provided that the Canadian Exemptive Relief Order is obtained and all conditions therein are satisﬁed (see above), the Ordinary Shares issued on exchange of any of the Exchangeable Shares or pursuant to the Caravel Offer will be freely tradeable from the jurisdictions in which the holders reside at Completion.

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9.22 Governing law This Document and the contracts that arise from acceptance of the Applications are governed by the laws applicable in New South Wales and each Applicant submits to the exclusive jurisdiction of the courts of New South Wales.

9.23 Consent to lodgement Each of the Directors of WorleyParsons (and Larry Benke as a proposed alternate Director) has consented to the lodgement of this Document.

9.24 Expiry No New Shares will be offered on the basis of this Document after the Expiry Date. Signed for and on behalf of WorleyParsons by:

John Grill and David Housego being the Directors authorised to sign this Document pursuant to a resolution passed at a meeting of the Directors.

92 WorleyParsons + Colt Prospectus and Notice of Meeting Section 10 Notice of Meeting

WorleyParsons + Colt Prospectus and Notice of Meeting 93 Section 10 Notice of Meeting

Notice of Meeting Notice is given that a meeting of shareholders of WorleyParsons will be held at the following time and place: Time: 2.00pm (AEST) Date: Monday 2 April 2007 Place: Radisson Plaza Hotel Sydney 27 O’Connell Street Sydney NSW. Capitalised terms used in the Notice of Meeting are deﬁned in the Glossary of Terms.

BUSINESS OF THE MEETING The business of the Meeting is as follows:

Resolution 1 Approval of the variation to class rights through the issue of the Special Voting Share To consider and, if thought ﬁt, to pass the following resolution as a special resolution: “That, subject to the completion of the Acquisition in accordance with the Master Transaction Agreement, pursuant to and in accordance with the Company’s constitution, approval be given to the issue by WorleyParsons of the Special Voting Share, having the rights and restrictions contained in the Appendix to the Document of which this Notice of Meeting forms part, as a new class of share in the capital of the Company.”

Resolution 2 Approval of the issue of Exchangeable Shares (and associated arrangements) and the issue of Ordinary Shares under the Caravel Offer To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, subject to the completion of the Acquisition in accordance with the Master Transaction Agreement, the issue of (i) Exchangeable Shares and associated arrangements under which WorleyParsons has rights and obligations to exchange them for Ordinary Shares and (ii) Ordinary Shares pursuant to the Caravel Offer, be approved and ratified for all purposes (including for the purpose of Listing Rule 7.4 or, in respect of any securities referred to in this Resolution that have not been issued prior to the Meeting, Listing Rule 7.1).” Voting exclusion statement: WorleyParsons will disregard any votes cast on Resolution 2 by a person who participated in the issue, may participate in the issue and any person who might obtain a benefit, except a benefit solely in the capacity of an ordinary security holder, in the issue, if the Resolution is passed, and any associate of those persons. However, WorleyParsons need not disregard a vote if: (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (ii) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

94 WorleyParsons + Colt Prospectus and Notice of Meeting EXPLANATORY NOTES ON THE RESOLUTIONS

Resolution 1 Approval of the variation to class rights through the issue of the Special Voting Share Shareholder approval is being sought in accordance with the requirements of sections 246B(1) and 246C(5) of the Corporations Act. Section 246B(1) provides that rights attaching to a class of shares may only be varied in accordance with the procedure set out in the company’s constitution for varying such rights. WorleyParsons currently has one class of share on issue, being the Ordinary Shares. Pursuant to Resolution 1, WorleyParsons is proposing to issue the Special Voting Share. Section 246C(5) provides that if a company with one class of share issues any new shares, the issue is taken to vary the rights attached to shares already issued if the rights attaching to the new class of shares are not the same as the rights attached to the shares already issued unless those rights are provided for in the company’s constitution (or a notice, document or resolution that is lodged with ASIC). The terms of the Special Voting Share are different to the terms of the Ordinary Shares and are not set out in the Constitution (or any other notice, document or resolution lodged with ASIC) and therefore the issue would constitute a variation of the rights of Shareholders. Rule 2.4 of the Constitution provides that the rights attached to any class of shares may, unless their terms of issue state otherwise, be varied with the sanction of a special resolution passed at a separate meeting of the holders of shares of the class (in this case, all Shareholders). The Directors are seeking the approval of Shareholders to the issue by WorleyParsons of the Special Voting Share having the rights and restrictions contained in Appendix A to this Document, as a new class of share in the capital of the Company. The purpose of issuing the Special Voting Share, in addition to the issue of Exchangeable Shares to the Vendors, is to provide the Vendors with the same economic interest and voting rights in WorleyParsons as if they held Ordinary Shares. The Directors have committed to seeking Shareholder approval for the issue of the Special Voting Share as part of the agreement negotiated between WorleyParsons and the Vendors. Further details of the Acquisition, including its beneﬁts and risks, and the issue of the Special Voting Share are contained in Sections 5, 8 and 9.1 of this Document. The terms of the Special Voting Share are set out in full in Appendix A to this Document. As noted above, the issue of the Special Voting Share (in conjunction with the Exchangeable Shares) is intended to replicate an issue of Ordinary Shares to the Vendors as consideration for the Acquisition. Subject to satisfaction of certain conditions precedent to the Acquisition (which are summarised in Section 9.3 of this Document), the Acquisition will still proceed whether or not the Resolutions are approved by Shareholders and it is anticipated that the Acquisition will have been completed before the date of the Meeting. However, the Special Voting Share will not be issued unless and until Resolution 1 is passed by Shareholders. The Directors unanimously recommend that Shareholders vote in favour of Resolution 1. As noted on page 16 of this Document, the Directors and certain senior managers of WorleyParsons who are Shareholders have conﬁrmed their intention to vote all and any Ordinary Shares they control in favour of Resolution 1.

Resolution 2 Approval of the issue of Exchangeable Shares (and associated arrangements) and Ordinary Shares under the Caravel Offer Listing Rule 7.1 provides that without shareholder approval, a company must not issue or agree to issue new “equity securities” constituting more than 15% of its total ordinary shares on issue within a 12 month period, excluding any issue of shares approved by shareholders. The Exchangeable Shares are exchangeable into Ordinary Shares and so are “equity securities” for the purposes of the Listing Rules. The Exchangeable Shares (each of which is exchangeable into an Ordinary Share) are to be issued by CanCo to the Vendors (further details of which are set out in Section 9.1 of this Document). WorleyParsons has rights and obligations, under the terms of the Exchange Rights Agreement, to issue Ordinary Shares on exchange of the Exchangeable Shares. The Directors are therefore seeking Shareholder approval for the issue of the Exchangeable Shares and associated arrangements under which WorleyParsons has rights and obligations to issue Ordinary Shares in exchange. This is to ensure that WorleyParsons’ capacity to raise further capital is not reduced. In addition, WorleyParsons will offer the Caravel Shareholders up to $10 million worth of New Shares at the Institutional Bookbuild Price. Further details of the offer are contained in Section 1.13 of this Document. The Directors are also seeking Shareholder approval for this issue of New Shares to ensure WorleyParsons’ capacity to raise further capital is not reduced.

WorleyParsons + Colt Prospectus and Notice of Meeting 95 Section 10 Notice of Meeting continued

If all of the conditions precedent to completion of the Acquisition are satisﬁed or waived before the date of the Meeting, the Exchangeable Shares (and associated arrangements) and Ordinary Shares (under the Caravel Offer) will have been issued without Shareholder approval and so will “count” towards WorleyParsons’ capacity to issue more equity securities. However, Listing Rule 7.4 allows an issue of securities made without the approval of shareholders to be treated as having been made with approval for the purposes of Listing Rule 7.1 provided the issue did not breach Listing Rule 7.1 and shareholders subsequently approve the issue. If all the conditions precedent have not been satisﬁed or waived before the date of the Meeting, the Exchangeable Shares (and associated arrangements) and Ordinary Shares (under the Caravel Offer) will not have been issued. In that case, the approval will be for the purposes of Listing Rule 7.1. The following information is provided pursuant to the Listing Rules:

Number of Allotment and securities issued Use or intended use Issue date or to be issued Issueprice Terms of securities Allottees of funds raised Anticipated to be 12,226,444 The Exchangeable Shares The Vendors (in Partial funding of the the Completion Date Institutional (see Section 9.1 of respect of the Acquisition or within three Bookbuild this Document for Exchangeable months of the date Price ($28.00) details of the terms Shares); and CanCo of the Meeting of the Exchangeable (in respect of the Shares) and rights and obligations associated rights and under the Exchange obligations to issue Rights Agreement) Ordinary Shares (see Section 9.1 for further details of those rights and obligations) Anticipated to be Up to 357,143 The Same terms as, and rank Caravel Partial funding of the ﬁve Business Days Institutional equally with, Ordinary Shareholders Acquisition after the Completion Bookbuild Shares Date or within three Price ($28.00) months of the date of the Meeting

The Directors believe that it is in the best interests of WorleyParsons that its issue of the Exchangeable Shares and Ordinary Shares under the Caravel Offer be approved and that WorleyParsons retains its ability to issue up to a full 15% of its issued capital within a 12 month period, so that it may take commercial opportunities that may arise in the course of its activities, as and when those opportunities arise. The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

96 WorleyParsons + Colt Prospectus and Notice of Meeting VOTING AND ELIGIBILITY The Resolutions will be decided by way of a poll. Each Shareholder present in person or by proxy (who need not be a Shareholder) has one vote for each Share held. On a poll, a Shareholder entitled to two or more votes need not cast all their votes and may cast their votes in different ways.

Resolution 1 Special majority required Resolution 1 is a special resolution and will be passed if at least 75% of votes cast by Shareholders present at the Meeting in person, or by proxy or by corporate representative and entitled to vote on the resolution, are cast in favour of the resolution.

Resolution 2 Ordinary majority required Resolution 2 is an ordinary resolution and will be passed if more than 50% of votes cast by Shareholders present at the meeting in person, or by proxy or by corporate representative and entitled to vote on the resolution, are cast in favour of the resolution.

Eligibility to vote All holders of Shares appearing in WorleyParsons’ register of Shareholders at 2.00pm (AEST) on Saturday 31 March 2007 will be entitled to attend and vote at the Meeting.

Quorum The quorum necessary to be present for a meeting of Shareholders is at least two Shareholders.

HOW TO EXERCISE A RIGHT TO VOTE

Jointly held Shares If Shares are jointly held, a joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder. If more than one joint Shareholder votes, the vote of the Shareholder whose name appears ﬁrst in the register will be counted to the exclusion of the other or others.

Corporations In order to vote at the Meeting (other than by proxy), a corporation that is a Shareholder must appoint a person to act as its representative. The appointment must comply with section 250D of the Corporations Act. The corporate representative must bring to the Meeting evidence of his or her appointment including any authority under which it is signed.

Voting by proxy If you do not plan to attend the Meeting in person, you are encouraged to complete and return the Proxy Form that accompanies this Document. ... A Shareholder entitled to attend and cast two or more votes at the Meeting is entitled to appoint not more than two proxies. ... Where more than one proxy is appointed, each proxy may be appointed to represent a speciﬁed proportion (or number) of the Shareholder’s votes. If a Shareholder does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half the votes. If you wish to appoint a second proxy, please contact the Share Registry for the relevant form. ... A proxy may, but need not, be a Shareholder. ... You may appoint the Chairman of the Meeting as your proxy to vote as you direct. If you return the Proxy Form without naming a proxy, the Chairman of the Meeting will be appointed as your proxy. If the Chairman is your proxy but you do not direct the Chairman how to vote, the Chairman will vote in favour of the Resolutions. The completed Proxy Form and the power of attorney or other authority (if any) under which the Proxy Form is signed (or a certiﬁed copy of it) must be received no later than 2.00pm (AEST) on Saturday 31 March 2007.

WorleyParsons + Colt Prospectus and Notice of Meeting 97 Section 10 Notice of Meeting continued

Mail, deliver or fax your completed Proxy Form to the Share Registry as follows: Mail or deliver to: Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney NSW 2000 Fax to: 61 2 8235 8220. In order to ensure that the Share Registry receives mailed Proxy Forms before this time, please ensure that Proxy Forms arrive on or before last mail 30 March 2007. Hand delivered Proxy Forms must be received before 2.00pm on 31 March 2007. A reply paid envelope is enclosed for the return of the Proxy Form by post.

ENQUIRIES If you have any questions about voting or Proxy Forms, please contact the Share Registry on 1300 738 801 (Australia) and 61 3 9415 4601 (International). If you have any questions about any other aspects of the Resolutions or Meeting, please call the WorleyParsons Entitlement Offer InfoLine on 1300 738 801 (Australia) or 61 3 9415 4601 (International) or consult your stockbroker, accountant or other professional advisor. By order of the Board Dated this 14th day of February 2007.

Sharon Sills Company Secretary WorleyParsons Limited

98 WorleyParsons + Colt Prospectus and Notice of Meeting Section 11 Glossary of terms

WorleyParsons + Colt Prospectus and Notice of Meeting 99 Section 11 Glossary of terms

The following definitions have been used throughout this Document unless stated otherwise: A$, $ or cents Australian currency Acquisition The acquisition of Colt and its Subsidiaries Adjusted EBITDA EBITDA for Colt adjusted as described in Section 3.10 AEST Australian Eastern Standard Time AGAAP Accounting standards in Australia applicable to WorleyParsons prior to 1 July 2004 Aggregated Revenue Statutory revenue plus share of revenue from associates, excluding pass through procurement services revenue AIFRS Australian equivalents to International Financial Reporting Standards applicable to WorleyParsons from the year ended 30 June 2005 Allotment Date The Institutional Allotment Date and the Final Allotment Date AMEA Asia, the Middle East and Africa ANZ Australia and New Zealand API American Petroleum Institute gravity scale Applicants Persons who submit valid Entitlement Forms pursuant to this Prospectus Application An application for New Shares pursuant to the Entitlement Offer Application Monies Monies received from Applicants in respect of their Applications Application Price $21.00 per New Share ASIC Australian Securities and Investments Commission ASTC Settlement Rules The business rules of ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532) ASX ASX Limited (ABN 98 008 624 691) Board or Board of Directors The Board of Directors of WorleyParsons Borrowers WorleyParsons and various members of the WorleyParsons Group specified as borrowers under the Bridge Finance Agreement Bridge Finance Agreement The bridge finance agreement entered into by WorleyParsons, the Financiers and others Business Day A day that is not a Saturday, Sunday, or bank or public holiday in Sydney C$ Canadian dollars CanCo WorleyParsons Canada SPV Ltd, a corporation existing under the laws of Canada CanCo Board The board of directors of CanCo, comprising John Grill, Bill Hall, Larry Benke and Gordon Johnson Caravel Caravel Investments Ltd, as described in Section 1.13 Caravel Offer The offer of WorleyParsons shares to Caravel Shareholders, as described in Section 1.13 Caravel Shareholders Shareholders of Caravel as at 7 February 2007 CHESS Clearing House Electronic Subregister System operated by ASX Settlement and Transfer Corporation Pty Limited Clearing Price The price determined: ... in respect of the Institutional Bookbuild, through the Institutional Bookbuild process; and ... in respect of the Retail Bookbuild, through the Retail Bookbuild process, in accordance with the terms of the Underwriting Agreement. The Clearing Price may be equal to, less than or above the Application Price Closing Date 2 March 2007 (or as varied) Colt or Partnership Colt, a general partnership existing under the laws of the Province of Alberta, and its Subsidiaries Combined Group The combined businesses of WorleyParsons and Colt following the Acquisition Company WorleyParsons Limited (ABN 17 096 090 158) Completion and Complete Completion of the Acquisition Completion Date 7 March 2007 or, if all regulatory approvals have not been obtained by that date, the third Business Day following receipt of the last occurring regulatory approval (or as varied) Constitution The constitution of WorleyParsons, as amended from time to time Corporations Act Corporations Act 2001 (Cth) Directors The Directors of WorleyParsons Document This Prospectus and Notice of Meeting dated 14 February 2007 EBIT Earnings before interest, income tax EBITDA Earnings before interest, income tax, depreciation, amortisation Economic Equivalent or The concept defined in Section 9.1.2 Economically Equivalent Effective Date 1 February 2007 Employees Employees and contractors Entitlement The number of New Shares to which a Qualifying Shareholder is entitled on the basis of 1 New Share for every 9 Existing Shares held at 7.00pm (AEST) on the Record Date, subject to rounding Entitlement Form The Entitlement Form enclosed with this Document

100 WorleyParsons + Colt Prospectus and Notice of Meeting Entitlement Offer The offer of approximately 22.9 million New Shares to Qualifying Shareholders, comprising the offer made to Qualifying Institutional Shareholders before the date of this Document and the offer made to Qualifying Retail Shareholders under this Document Entitlement Offer Period In relation to the Retail Entitlement Offer, the period from 19 February 2007 to 2 March 2007 (or as varied) EP Engineering and Procurement EPC Engineering, Procurement and Construction EPCM Engineering, Procurement and Construction Management EPS Earnings per share Escrow Agent Computershare Trust Company of Canada, as custodian, bailee and agent under the Escrow Agreement Escrow Agreement The escrow agreement entered into between CanCo, an agent for the Vendors and the Escrow Agent, as described in Section 9.3.2 Escrow Period The period described in Section 9.3.2 Exchange Rights Agreement The Exchange Rights Agreement entered into between WorleyParsons, CanCo, WorleyParsons Callco Ltd and each Exchangeable Shareholder Exchangeable Share The rights, privileges, restrictions and conditions of the Exchangeable Shares, as set out Provisions in the articles of amendment to the articles of incorporation of CanCo and described in Section 9.1.2 Exchangeable Shareholder A holder of an Exchangeable Share Exchangeable Shares The exchangeable shares issued to the Vendors by CanCo, as described in Section 9.1 Existing Shares Ordinary Shares issued before 7.00pm (AEST) on 14 February 2007 (being the Record Date) Expiry Date The date which is 13 months after the Prospectus date Extraordinary General The extraordinary general meeting to be held at 2.00pm (AEST) on 2 April 2007, as Meeting or Meeting described in Section 10 Facilities The loans provided under the Bridge Finance Agreement, as described in Section 9.2.2 FED Front End Design FEED Front End Engineering Design Final Allotment Date 15 March 2007 (or as varied) Financial Advisor UBS AG, Australia Branch (ABN 47 088 129 613), the underwriter of the Entitlement Offer, the key terms of whose appointment are set out in Section 9.4 Financiers Initially, the Hong Kong and Shanghai Banking Corporation Limited, Australia Branch, HSBC Bank Australia Limited, and the Royal Bank of Scotland plc, Australia Branch Foreign Person Any person to whom the Entitlement Offer is not an offer or invitation, as described in Sections 1.11 and 9.13 GAAP Generally accepted accounting principles GAAS Generally accepted auditing standards Gearing Net debt divided by the sum of net debt and shareholder’s equity Holding Statement A statement issued to Shareholders by the Share Registry setting out their holdings of New Shares HSE Health, Safety and Environment Independent Accountant Ernst & Young Institutional Allotment Date 21 February 2007 (or as varied) Institutional Bookbuild The bookbuild process conducted by the Underwriter on 13 February 2007, as described in Section 1.5 Institutional Bookbuild Price The price achieved from the Institutional Bookbuild, as described in Section 1.5 Institutional Entitlement Offer The offer to Qualifying Institutional Shareholders, as described in Section 1.4 Institutional Investors Persons who are “professional investors” or “sophisticated investors” for the purposes of section 708 of the Corporations Act or who are otherwise entitled to receive an offer of New Shares without the need for a lodged prospectus or other registration or formality (other than a registration or formality which WorleyParsons is willing to comply with) Institutional Premium The cash excess of the Institutional Bookbuild Price over the Application Price, as described in Section 1.5 Institutional Shareholders Institutional Investors who, to WorleyParsons’ knowledge, hold Ordinary Shares either directly or through nominees as at 7.00pm (AEST) on the Record Date Interest Cover EBITDA divided by net interest IOCs International oil companies Lead Manager UBS AG, Australia Branch (ABN 47 088 129 613), the underwriter of the Entitlement Offer, the key terms of whose appointment are set out in Section 9.4 of this Document Listing Rules The listing rules of ASX Master Transaction The Master Transaction Agreement entered into between the Vendors, WorleyParsons, Agreement CanCo, WorleyParsons Canada GP Ltd and Colt, as described in Section 9.3.1 NANA NANA Development Corporation, as described in Section 3.9.1 New Shares The Ordinary Shares to be issued under the Entitlement Offer and the Caravel Offer (and the Top-Up Shares) NOCs National oil companies Notice of Meeting The notice of meeting dated 8 February 2007 contained in this Document Ordinary Shares or Shares Fully paid ordinary shares in WorleyParsons

WorleyParsons + Colt Prospectus and Notice of Meeting 101 Section 11 Glossary of terms continued

Parsons E&C Parsons E&C Corporation, a corporation registered in Delaware, US, and its Subsidiaries Partners Partners of Colt, each of whom is a Vendor PPA Purchase price allocation, as described in Section 5.3 Pro forma EBITDA EBITDA for Colt as adjusted in Section 5.6.1 Prospectus The prospectus dated 14 February 2007, being all Sections of this Document other than the Notice of Meeting Proxy Form The proxy form enclosed with this Document Purchase Price C$1,035 million equivalent to A$1,133 at the 1 February 2007 closing rate of one Australian dollar equals 0.9132 Canadian dollars Qualifying Institutional Any Institutional Shareholder which received an Institutional Entitlement Offer (whether or Shareholder not it accepted that offer) or a nominee for such an Institutional Shareholder, in respect of Ordinary Shares held for such Institutional Shareholder Qualifying Retail Shareholder A Qualifying Shareholder who is not a Qualifying Institutional Shareholder Qualifying Shareholders Shareholders as at 7.00pm (AEST) on the Record Date who are not Foreign Persons Record Date 14 February 2007 Register The ofﬁcial register of members in WorleyParsons Related Bodies Corporate Has the meaning given to it in the Corporations Act Resolution Each of the resolutions to be considered at the Meeting Retail Bookbuild The bookbuild process described in Section 1.3.4 Retail Entitlement Offer The offer to Qualifying Retail Shareholders, as described in Section 1.3 Retail Premium The cash excess of the Clearing Price over the Application Price, as described in Section 1.3.4.1 SAGD Steam assisted gravity drainage Shareholder A registered holder of Ordinary Shares, subject to WorleyParsons’ right, referred to in Section 9.20, to ignore post ex date transactions Share Registry Computershare Investor Services Pty Limited (ABN 48 078 279 277), Level 3, 60 Carrington Street, Sydney NSW 2000 SOC Supplier of Choice, as described in Section 3.8 Special Voting Share The class of share described in Section 9.1.6 and Appendix A Subsidiaries Has the meaning given to it in the Corporations Act Support Agreement The Support Agreement entered into between WorleyParsons and CanCo, as described in Section 9.1.3 Top-Up Shares Any additional new shares issued to ensure all Qualifying Shareholders receive their full Entitlement, as described in Section 1.9 Transaction Date 8 February 2007 Trustee Computershare Trust Company of Canada, acting as trustee under the Voting Trust Agreement Underwriter UBS AG, Australia Branch (ABN 47 088 129 613), the underwriter of the Entitlement Offer, the key terms of whose appointment are set out in Section 9.4 Underwriter and Lead UBS AG, Australia Branch (ABN 47 088 129 613) Manager Underwriting Agreement The agreement dated on or about 8 February 2007 between WorleyParsons and the Underwriter in relation to the underwriting of the Entitlement Offer, as described in Section 9.4 US or USA United States of America US Persons Has the meaning given in Regulation S under the US Securities Act US Securities Act United States Securities Act of 1933, as amended US$ US dollars Vendors The owners of Colt, including both active and inactive retired and associate Partners Voting Trust Agreement The Voting Trust Agreement entered into between WorleyParsons, CanCo and the Trustee, as described in Section 9.1.5 Worley The entity now known as WorleyParsons, prior to the acquisition of Parsons E&C in October 2004 WorleyParsons or Group WorleyParsons Limited (ABN 17 096 090 158) or WorleyParsons Group, as the context requires WorleyParsons Canada WorleyParsons GP Ltd WorleyParsons Entitlement 1300 738 801 (Australia) or 61 3 9415 4601 (International) Offer InfoLine WorleyParsons Group WorleyParsons and its subsidiaries

102 WorleyParsons + Colt Prospectus and Notice of Meeting Appendix – Terms of Special Voting Share

WorleyParsons + Colt Prospectus and Notice of Meeting 103 Appendix – Terms of Special Voting Share

1. Designation The share of the company issued with the rights and restrictions set out in these terms of issue shall be designated as the “Special Voting Share” (Special Voting Share). The Special Voting Share will be issued fully paid. 2. Voting rights (a) Subject to the Constitution of the Company and applicable law: i. the holder of the Special Voting Share has a right to vote in all the circumstances in which holders of Ordinary Shares have a right to vote; and ii. the holder of the Special Voting Share and the holders of Ordinary Shares shall vote together as one class on all matters submitted to a vote of members of the company at a general meeting. (b) On a resolution or proposal on which the holder of the Special Voting Share has a right to vote under this paragraph 2, the holder has: i. on a show of hands, one vote; and ii. on a poll, an aggregate number of votes equal to the number of votes that a holder of Ordinary Shares, into which the issued and outstanding Exchangeable Shares held by Holders are exchangeable, would be entitled to cast. (c) Except as set out in these terms of issue, the holder of the Special Voting Share has no special voting rights and its consent is not required for taking any corporate action. In particular, unless the rights and restrictions expressly set out in these terms of issue are amended, the rights attached to the Special Voting Share are not varied or cancelled by any other action of the Company. 3. Notices, attendance etc. The holder of the Special Voting Share has the same rights as holders of Ordinary Shares to receive notices, reports and financial statements and to attend and to speak at all general meetings. 4. No dividends or distributions The holder of the Special Voting Share is not entitled to receive: (a) any dividend; or (b) any distribution (including capital distributions and distributions on a winding up) of the company. 5. Cancellation of shares (a) At such time as: i. the Special Voting Share entitles its holder to a number of votes equal to zero because there are no outstanding Exchangeable Shares held by Holders; and ii. there is no share of stock, debt, option or other agreement, obligation or commitment of CanCo which could by its terms require CanCo to issue any Exchangeable Shares to a Holder, then the Special Voting Share may be cancelled by the company, without payment of consideration in respect of the cancellation. (b) To the extent the law requires the holder of the Special Voting Share to vote in respect of the cancellation contemplated in paragraph 5(a), the holder of the Special Voting Share is deemed to have voted in favour of the resolution in relation to such cancellation for no consideration and must, if required by the directors, do all things to evidence its vote in favour of such a resolution. (c) In the circumstances contemplated in paragraph 5(a)(1) and (a)(2), the holder of the Special Voting Share: i. irrevocably offers to sell the Special Voting Share to the company for no or nominal consideration as determined by the company if the company elects to buy back the Special Voting Share; and ii. irrevocably appoints the company and each of its authorised officers severally to be the agent and attorney of the holder with power in the name and on behalf of the holder to do all such things and acts including signing all documents, including any share transfer or buyback agreement, as may, in the opinion of the company or its authorised officer, be necessary or desirable to be done in order to give effect to this paragraph 5(c). 6. No Transfer The Special Voting Share may not be Transferred except in accordance with the Voting Trust Agreement between the Company, CanCo and Computershare Trust Company of Canada dated 7 March 2007. 7. Interpretation clause (a) Unless the context otherwise requires, terms used in these terms of issue shall have the same meaning as ascribed to that term in the Constitution of the Company and: CanCo means WorleyParsons Canada SPV Ltd, a corporation existing under the laws of Canada company means WorleyParsons Limited (ABN 17 096 090 158) constitution means the constitution of the Company as amended from time to time Exchangeable Share means an exchangeable share of CanCo issued in accordance with its Articles of Amendment adopted on or about 7 March 2007 Holder has or about the same meaning as given to that term in the Articles of Amendment of CanCo adopted on or about 7 March 2007 Ordinary Share means an ordinary share of the company Transfer has the same meaning as given to that term in the Articles of Amendment of CanCo adopted on or about 7 March 2007 (b) The rules of interpretation applicable to the constitution shall also apply to these terms of issue.

104 WorleyParsons + Colt Prospectus and Notice of Meeting Corporate directory

Company WorleyParsons Limited Level 7 116 Miller Street North Sydney NSW 2060 Ph: 61 2 8926 6866 Fax: 61 2 8923 6877

Registered ofﬁce Level 7 116 Miller Street North Sydney NSW 2060

Financial Advisor, Underwriter and Lead Manager UBS Level 16, Chiﬂey Tower 2 Chiﬂey Square Sydney NSW 2000

Independent Accountant Ernst & Young Ernst & Young Centre 680 George Street Sydney NSW 2000

Lawyers to the Entitlement Offer Freehills Level 32 MLC Centre Martin Place Sydney NSW 2000

Share Registry Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney NSW 2000

Entitlement Offer enquiries 1300 738 801 (Australia) 61 3 9415 4601 (International) Designed and Produced by walterwakeﬁeld Designed and Produced www.worleyparsons.com