For the financial year ended 30 June 2019

Tax Contribution Report

Message from our Chief Financial Officer

Introduction

Tax Policy, Strategy and Governance

International Related Party Dealings

Effective tax rate and reconciliation of accounting profit to income tax payable

Total tax contributions

ATO 2018 Tax Transparency Disclosures

Contents

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Message from our Chief Financial OfficerWelcome to Worley Limited’s 1 (previously WorleyParsons Limited) Tax Contribution Report for the financial year ended 30 June 2019 (“FY19”). In preparing this report, Worley has followed the recommendations of the Board of Taxation’s Tax Transparency Code (“the Code”).

In adopting this voluntary code we welcome the opportunity to provide users with an outline of our tax activities and our tax contributions across the globe. The report provides information about our approach to tax governance and strategy, details of our international related party dealings, information about our effective tax rate and an overview of our tax contributions for FY19.

Whilst not required by the Code, we also provide commentary to allow a better understanding of the tax information recently published by the Australian Taxation Office (“ATO”) in relation to Worley Limited’s consolidated income tax return (“ITR”) for the year ended 30 June 2018.

In April 2019, Worley finalised its acquisition of the Jacobs energy, chemicals and resources business. This has resulted in the combination of expertise which has established Worley as a global sector leader across hydrocarbons, chemicals and mining, minerals and metals.

This acquisition, together with improving market conditions, had a positive impact on our profitability, resulting in higher amounts of corporate tax being paid across the globe in comparison to FY18. Additionally, we have continued to contribute significantly through the collection of employment-related and indirect taxes in the 51 jurisdictions in which we have a presence.

Worley has a strong commitment to transparency and compliance and we are proud to present this report to highlight our global tax profile and demonstrate that our tax contributions and activities benefit the many countries in which we operate.

[1] In this Report references to ‘Worley’, ‘the Group’, ‘we’, ‘us’ and ‘our’ refer to Worley Limited and each of its subsidiaries incorporated in any jurisdiction globally.

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Worley makes tax contributions in 51 countries over six continents

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Total tax contributions in 4 key operating countries in FY19

Australia A$166m USA A$131m UK A$154m Canada A$190m

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Delete any unneeded

Tax policy, strategy and governance

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Approach to tax strategy and governance

Accepted level of risk in relation to taxation

Management of tax risk Approach to engagement with revenue authorities

Worley has a substantial business and employment presence in 51 countries and pays or administers a significant amount of tax, including corporate income tax, other business taxes and taxes associated with our employees. We have a strong commitment to and history of complying with our taxation obligations in these countries.

We have a long established Tax Corporate Governance framework which has been approved by our Board and seeks to ensure that our tax obligations continue to be met. The Tax Corporate Governance Board Policy, which is part of the aforementioned framework, also seeks to formalise and document the responsibilities of the Worley tax function as expected by the Board, particularly in relation to tax risk management.

Tax risk is like any other risk faced by Worley in that it should be identified, controlled and reported upon.

Worley will tolerate a low level of tax risk (such as is inherent in taxation matters). Taxes will be managed with the objective that all tax liabilities properly due under the law are paid, recorded and accounted for.

Worley will not seek to artificially reduce its tax obligations. However, in order to preserve shareholder value, it will also seek to ensure that it does not enter into arrangements whereby it pays more than the appropriate level of tax, as determined under the laws of the countries in which we operate.

The management of Worley’s tax risks involves the following key precepts:

▪ Worley will seek to comply with prevailing revenue laws.

▪ Strong compliance procedures will ensure accurate and complete tax returns.

▪ Worley should submit all tax returns by their due dates.

▪ All transactions undertaken are subject to a thorough review process and, where required, are escalated to the Board for approval to ensure that the transaction gives rise to a low level of tax risk.

▪ Worley will maintain professional and, where possible, collaborative relationships with tax authorities.

▪ All intercompany transactions should be undertaken in accordance with the arm’s length principle.

Worley strongly believes that the fostering of strong relationships with revenue authorities is critical to the proper management of tax risk. We seek to maintain a positive relationship with revenue authorities with the aim of enabling an efficient and collaborative hearing of any tax issues that arise.

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International related party dealings

Worley operates through subsidiaries, branches and joint ventures across 142 offices in 51 countries over six continents, all of which are subject to local tax regimes.

Our Australian business (“Worley Australia”) enters into various international related party dealings with our overseas operations and these dealings are summarized below:

▪ Engineering services – fees for technical engineering and related services obtained from / provided to a Worley affiliate in relation to a client project.

▪ Global support services – fees received and paid for a range of strategic, operational and administrative support services provided to Worley affiliates on a regional and global basis, including business strategy, quality assurance, marketing, legal, risk management, treasury services, etc. Worley Australia centralises and recharges global support service costs for the Worley Group.

▪ Marketing intangible license fees – royalties received from Worley affiliates who license Worley Australia’s suite of intangible assets.

▪ Intra-group loans – interest received and paid for intra-group loans typically required to support working capital and other cash requirements across the Worley Group.

Worley Australia’s other related party transactions include software license recharges, insurance charges and expense reimbursements.

The table provides a summary of the total value of these international related party dealings for Worley Australia for the financial year ended 30 June 2019.

International related party dealing

Primary counterparty countries Revenues (A$M)

Expenses (A$M)

Engineering services

India, South Africa, Singapore, New Zealand, UK, Canada, Malaysia, US, Saudi Arabia, Norway

14.4 (17.5)

Global support services

Canada, UK, US, Singapore, Kazakhstan, Norway, India, South Africa, Malaysia, New Zealand

245.8 (171.2)

Marketing intangible license fees

UK, US, Canada, Turkey, Qatar, Netherlands, Singapore, Brazil, South Africa, Bulgaria

28.5 -

Intra-group loans (interest)

US, Canada, UK, China, Malaysia, Bermuda, Chile, Peru, Oman, Papua New Guinea

40.0 (22.8)

Other UK, Canada, Saudi Arabia, India, Qatar, China, Oman, Kazakhstan, Malaysia, Singapore

70.7 (0.9)

Total 399.4 (212.4)

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Effective tax rate and reconciliation of accounting profit to income tax payable

Description Australia A$ ’000 Global Group A$ ’000

Accounting profit / (loss) before tax 178,559 245,400Income tax expense 23,210 81,320Effective corporate tax rate 13.00% 33.14%

Worley calculates its effective tax rate as income tax expense divided by accounting profit before tax. We note that the effective tax rate for our Australian operations is below the corporate tax rate of 30%. This is mainly due to the fact that the accounting profit before tax of the Australian operations includes repatriated profits from our overseas companies and branches. These profits are not subject to tax under Australia’s tax laws.

Worley Australia Tax Consolidated Group A$ '000

Profit Before Tax 178,559

At the statutory income tax rate of 30% 53,568

Increase in income tax expense due to:

Controlled foreign company Income 1,500

Performance Rights 5,576

Exempt Branch Expenses 1,923

Non-deductible acquisition costs 11,542

Non-deductible foreign exchange 2,795

Decrease in income tax expense due to:

Exempt overseas dividends (46,454)

Exempt Branch Income (1,515)

Movements in Accruals / Accruals (3,271)

Other non-assessable income (2,453)

Income tax expense 23,210

Worley Global Group A$ '000

Profit Before Tax 245,400

At the statutory income tax rate of 30% 73,620

Increase in income tax expense due to:

Non-deductible performance rights 5,500

Non-deductible costs of acquisitions 11,500

Write-off of deferred tax due to acquisitions 14,300

Tax expense in relation to change in legislation 3,400

Decrease in income tax expense due to:

Share of profits of equity accounted associates (3,200)

Tax losses not previously recognised (300)

Other permanent differences1 (16,800)

Under provision / (Over provision) for prior financial period (6,700)

Tax Expense per financial statements 81,320

Reconciliation of accounting profit to income tax expense

[1] Includes an adjustment to recognise that the Group’s profits generated outside of Australia are subject to tax at rates other than 30% (i.e. differential foreign tax rates).

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Effective tax rate and reconciliation of accounting profit to income tax payable2019 income tax expense and effective tax rates

[1] In any income year, there will be a difference between the income tax expense calculated and the total income tax payable to the relevant tax authorities during the same period. This is due to a number of factors, such as the timing of corporate tax instalment payments as well as permanent and / or timing differences (where the income and expense recognition criteria is different for accounting and tax purposes).

Worley Global Group A$ '000

FY19 Tax expense 81,320

Movement in temporary differences

Provisions & accruals (73,400)

Carried forward foreign tax credits (6,500)

Other temporary differences (158,320)

Deferred tax on intangibles (105,900)

Net foreign exchange gains 113,600

Tax losses carried forward 21,700

Less: under / over provision from prior year 6,700

Less: additions through business combinations 59,000

Current tax expense / tax payable in relation to FY19 85,000

Income tax payable per 2019 annual report 9,800

Income tax refunded per FY19 cashflow statement1 (35,600)

Reconciliation from tax expense to income tax payable

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Total tax contributionsThe table below provides a more detailed analysis of our total tax contribution across four of our key operating jurisdictions during FY19.

Australia

A$ '000

Canada

A$ '000

USA

A$ '000

UK

A$ '000

Total

A$ '000Corporate income tax1 2,007 1,834 10,840 14,681Other taxes:Fringe benefits tax2 881 881Payroll taxes 24,220 24,220Net GST tax3 32,245 38,075 17,525 87,845Employee taxes remitted4 108,964 149,455 128,827 125,926 513,172Total 166,309 189,536 130,661 154,291 640,798

[1] Corporate income tax is net of offsets and rebates such as franking credits and foreign income tax offsets[2] FBT payable for the year ended 31 March 2019.[3] GST collected on sales by Worley Limited less GST paid on business purchases by Worley Limited.[4] PAYG/PAYE/salary withholding collected by Worley Limited.

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ATO tax transparency disclosuresATO public disclosureIn December 2019, the ATO published the following information in respect of Worley Limited’s Australian income tax return (ITR) for the year ended 30 June 2018.

Total income $1,006,956,658

Taxable income $0

Tax payable $0

Total Income Total income reported in the ITR represents gross income for accounting purposes – that is, income before any expenses are taken into account. Total income is not an indicator of the real, economic or taxable profits of an organisation. To illustrate this, set out below is a reconciliation of Worley Limited’s total income to accounting profit for the year ended 30 June 2018.

Total income $1,006,956,658

Less: Total expenses $905,222,828

Accounting Profit $101,733,830

Reconciliation of profit to taxable incomeA reconciliation of Worley Limited’s accounting profit to taxable income for the year ended 30 June 2018, as reported in the ITR, is set out below. Worley made a tax loss for the period, which is able to be carried forward and offset against future taxable income (we note that this loss was utilised in the year ended 30 June 2019).

Non-assessable income Dividends received by the Worley Australian consolidated tax group from its overseas subsidiaries and profits from its overseas branches are included in accounting profit before tax. However, these are then excluded in the calculation of taxable income under the Australian tax law.

A$

Profit before tax 101,733,830

Add:

Franking credits 662,808

Other assessable income 40,838,180

Non-deductible expenses 80,178,396

Subtract:

Non-assessable income (179,587,747)

Other deductible amounts (71,540,343)

Taxable income (loss) (27,714,876)

Tax @ 30% 0

Less:

Franking credits utilised 0

Foreign income tax offsets utilised 0

Tax payable 0