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.