Worley Limited (ASX:WOR)
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Apr 29, 2026, 4:12 PM AEST
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AGM 2023

Oct 19, 2023

John Grill
Chair, Worley

Good morning, ladies and gentlemen. My name is John Grill. I'm the Chair of Worley Limited. The first action, we're gonna get Dilip to come up and do the evacuation procedures for us again.

Deelip Gurung
Venues Manager, Northside Conference Center

Thank you, John. I'm Deelip. I'm from Northside Conference Center. Welcome, everyone. Quick one, fire exits. We've got three at the back. Now, in the evacuation situation, just look out for beep, beep, which is a warning sound, and whoop, whoop, which is to evacuate. When that happens, or if that happens, our staff, Northside staff, will guide you to the assembly area. Please do not use the lifts. Thank you.

John Grill
Chair, Worley

Thank you, Deelip. On behalf of the Board, I'd like to welcome you to the 2023 Annual General Meeting. We are pleased you've taken the time to attend, and thank you for your interest in and support of Worley. Please ensure your mobile phones are switched to silent or off for the duration of the meeting. We do not allow the use of personal devices, including cameras, video, or sound recorders, to record the meeting. This annual meeting is webcast live to shareholders. On behalf of the Board of Worley, I'd like to acknowledge the Cammeraygal people on whose land we meet today. We acknowledge the elders, past, present, and emerging of all the lands we work and live on, and extend that respect to other Aboriginal and Torres Strait Islander people who join us today in the room and via our webcast.

I'd like to take a moment to acknowledge that this past week has been very difficult for many First Nations people in Australia, and we respect their call for a period of time to grieve this outcome and reflect on its meaning and significance. We want to reiterate our commitment to walking with First Nations people to progress meaningful reconciliation, including our continued support for the Uluru Statement from the Heart. We extend our support to our Indigenous colleagues, partners, and communities, assuring you that your voices matter to us. Worley remains committed to reconciliation. We continue to develop our Reconciliation Action Plan and, under the guidance of our First Nations Participation Director, commit to moving forward by making impactful change.

The Group Company Secretary has confirmed we have a quorum present, and accordingly, I declare this Annual General Meeting open. Before we start, I'd like to introduce your Board of Directors and Group Company Secretary. Starting from your left, I'll ask them to stand up as we get there, is Juan Suárez Coppel , Tom Gorman, Ann Templeman-Jones, Joe Geagea, Nuala O'Leary, the Group Company Secretary, Chris Ashton, Emma Stein, Andrew Liveris, Sharon Warburton, Martin Parkinson, Wang Xiao Bin , and Roger Higgins. Chris Dodd from PwC, the company's auditor, is also in attendance today. Chris is available. There's Chris. Chris is available to answer questions relevant to the audit, the auditor's report, accounting policies adopted by Worley, and the independence of the auditor in relation to the conduct of the audit.

As you know, at Worley, we start each moment with a safety moment, and I'd like to introduce you to one of our people, Alina Miszewski, who will present our safety moment.

Alina Miszewski
Company Representative, Worley

Thank you, John. This safety moment is about building trust with communities and building environmental and social value. The race to net zero means that the scale of capital project development in the next few decades will be staggering, and this will create increased impact and disruption to communities and the environment. The International Energy Agency and others estimate that the capital deployed to energy infrastructure will need to almost quadruple from today's level, right out to the year 2050. The cumulative renewable projects that will be built, as well as mining for critical minerals and all of the associated infrastructure required, will change landscapes, seascapes, and skyscapes. On the ground, where these projects will be built, are people, Indigenous groups, landholders, and communities. Reports estimate that about 80% of current active minerals projects are located on the territories of Indigenous peoples and land-connected peoples.

The many people that will continue to be impacted by projects are people just like you and me, people who are going about their days until they got an unexpected knock at their front door from a project developer, informing them that their properties and their lives would be impacted and changed. As you can imagine, people have a range of emotions and reactions to this news. Some of those reactions include fear, confusion, resentment, and anger. Other reactions include excitement about the potential business opportunities and jobs and social investment that could be generated by these projects. Generally, impacted individuals want to understand the trade-offs in terms of how developers plan to minimize negative impacts of a project and enhance positive benefits, so that this project could be considered acceptable to proceed. People also want to be engaged respectfully and safely.

Industry has rightly been focused on the psychological safety of its internal workforces, and that must continue and extend to the communities where industry operates, and to the communities that will be impacted by all that built infrastructure required to decarbonize the world. There is undoubtedly a need to deliver projects at a timely pace for us to reach our net zero ambitions, and it is recognized that it cannot be to the detriment and harm of local communities. I am proud and choose to work with Worley's social consulting team, who implement safe engagement practices and strive to build value with communities. How do we apply psychological safety and build social value? To minimize social harm, skilled and trained social practitioners are needed to go out and engage Indigenous communities, landholders, and others.

Engaging respectfully and safely involves engaging early, as early as you can for a project, and starting with listening and understanding. It's about putting in the genuine effort to understand community values, aspirations, concerns, and interests, so that true local context can be appreciated and considered when we're siting projects and developing them. It's about approaching Indigenous communities with cultural humility and sensitivity to existing power imbalances, and it's understanding that trust builds gradually, and it's an ongoing effort to engage throughout the whole project lifecycle. Project decisions need to be made in collaboration and care with stakeholders and communicated transparently. Indeed, these are key actions discussed in the From Ambition to Reality thought leadership series by Worley and Princeton University's Andlinger Center for Energy and the Environment.

And were actually core themes of discussions had by attendees at the From Ambition to Reality summit that we held at Princeton last month. We know that good engagement enhances project risk management. It also enhances the opportunity for industry to deliver incredible community benefits. For example, the building of energy projects near remote communities without current access to power provides industry the opportunity to work with those communities and to facilitate the provision of energy to them. Additionally, project developers are increasingly exploring the direct involvement of Indigenous groups and communities in projects by providing equity through community trusts and other initiatives, and are supporting the elevation of communities through that process. These are true examples of stakeholders working in partnership and trust. To move the energy transition at the pace required, we're going to need to build such trust.

By taking considered approaches, we can create tangible, positive outcomes for the environment and community. Thank you. I'll now hand you back to the Chair. Thank you.

John Grill
Chair, Worley

Thank you, Alina. I'll now turn to my formal Chair address, which will be followed by an address from Mr. Chris Ashton, our Chief Executive Officer. After Chris's address, you'll have the opportunity to ask questions during the formal business of the meeting. This year, we've delivered growth in line with our expectations. We have a leading position in growing energy, chemicals, and resources sectors, and we are seeing growth in our role as a provider of sustainability solutions to support the global energy transition. With our significant experience in shaping the global energy transition, we've delivered some of the world's largest and most innovative assets. We're partnering with our customers to deliver infrastructure and integrated solutions that drive economic growth in Australia and around the world. Our business is very different to what it was historically. Our earnings base is diversified across geographies, sectors, and customer spend.

We have invested in strategic growth areas that are at the heart of the global energy transition, and we continue to undertake portfolio management to trim businesses that do not fit our sustainability-focused strategy, redirecting our capital to our core business and supporting the delivery of consistent earnings. This year, we announced to the market a significant shift in our GICS classification from energy to industrials. This is external acknowledgment of our transformation. We're unlocking long-term value from our diversified markets, and momentum continues to build. Our improved performance and outlook are in line with the execution of our strategy. Growth in our end markets has largely been driven by energy security concerns and climate change response. This has resulted in increased investment in new infrastructure and technologies.

While we remain optimistic about growth in our end markets, there is the ongoing potential for volatility from rising political tensions. These are not currently having a negative impact on the business. However, we are closely monitoring these areas, and we are prepared for a wide range of scenarios. Today, I'm going to focus on four themes: our unique capability to serve Australia through the energy transition, our people and our culture, our performance, and finally, our focus on strong governance. Worley is a unique Australian company of national significance. Our heritage and the relationships we've built over the last 100 or so years are very important to us. From humble beginnings, Worley has grown to become the world's largest provider of engineering, professional project and asset services in the energy, chemicals and resources sector.

All these capabilities are unique and critical to Australia's transition to a sustainable, lower-carbon future. Our capabilities are also central to protecting the security of Australia's energy and critical infrastructure. We are well-positioned and ready to assist the Australian Government deliver its AUKUS strategy. Our success is a testament to the dedication of our more than 50,000 people, who are committed to delivering a more sustainable world by finding solutions to our customers' most complex challenges. Our purpose, underpinned by our values, continues to inspire our team. It drives our commitment to building a culture where our people can be at their best every day, a culture that values diversity, equality, and inclusion, and is founded on mutual respect and a deep desire for learning and innovation, and to make a difference in the world.

Attracting and retaining the right talent is an area of relentless focus, critical to the successful delivery of our strategy and a risk we remain alert to. We are continuously diversifying our talent approach with innovative, flexible and bold strategies to find and develop the right people and to deliver the right experience. Our people are highly attractive in this market, and we remain focused on ensuring we are recognizing and rewarding our people appropriately with reference to the specific markets in which we operate. Our commitment to the safety and well-being of our people remains steadfast. Our total recordable case frequency rate was 0.14 across the group, which has decreased from 0.16 at the end of financial year 2022. Providing a respectful, safe and healthy environment for our people and communities will remain our top priority.

We foster an inclusive and diverse workplace, and we actively support the communities in which we work. We continue to meet or exceed gender targets in both the Board and executive level. In 2023, almost half of our graduate intake were women, an increase on the previous year. However, we are conscious that we need to further increase the representation of women in our business, and will continue to apply our efforts accordingly. I'd like to focus on our performance and results for financial year 2023. We are pleased to report that we have delivered our growth outlook. Our aggregated revenue increased by 21%, and our underlying EBITDA increased by 16% on the prior corresponding period.

Notably, sustainability-related work now accounts for 41% of our aggregated revenue, reflecting the growing demand for our services, our strong competitive position, and our customers' confidence in our capabilities. Our statutory NPATA for the year was AUD 104 million, down from AUD 243 million in financial year 2022. This result was impacted by the AUD 240 million loss on the sale of the North American turnaround and maintenance business. This includes a AUD 231 million non-cash impairment of intangibles. This transition reflects our commitment to actively managing our portfolio in line with our purpose and ambition. Our capital management position supports our growth. We have improved our liquidity and have access to flexible, competitively priced debt capital.

This year, we renewed our syndicated bank facility and issued a new sustainability-linked bond, aligning our financing with our purpose. We have no material maturities until 2026. Our traditional work in energy, chemicals, and resources continues to be an important part of our future, with sustainability-related work providing a higher rate of growth. We are bridging the gap between sustainable energy sources and the need to reduce emissions from existing assets. Our sustainability-related projects continue to progress to later stages, and they are scaling up in size. We are applying innovative approaches to supply chain management and modularization to deliver critical infrastructure more efficiently and insist in bringing down the levelized cost of energy produced by these facilities. We remain committed to delivering strong environmental, social, and governance performance, and operating in a way that is consistent with our purpose.

This includes reducing our own emissions, supporting communities, and upskilling people. We've made significant progress on our own sustainability this year. We've increased our ambition on net Scope 1 and Scope 2 emissions to a 65% reduction by financial year 2025 from financial year 2020 baseline. Over the past year, we've reduced our Scope 1 and Scope 2 emissions by 14% and by 64% in total since financial year 2020. Our responsible business assessments guide us to align our portfolio of customers and projects with responsible business practice. Earlier this month, we issued our third group modern slavery statement, which demonstrates our continued commitment to playing a role in helping the world combat human rights abuses.

Our Data Protection Office governs our compliance of our Cybersecurity Program with global data protection requirements as specified in Australia, Europe, the U.S., and other jurisdictions in which we work. Maintaining and enhancing our reputation for integrity, honesty, and ethical practices is important to the Board and underpins our future success. We are committed to complying with all applicable laws, and we conduct our business to the highest standard. We engage with partners that, and agents that apply the same high standards, and we act when we become aware of non-compliance with these practices. We recognize our responsibilities to shareholders, customers, our people, and suppliers, as well as to the communities in which we operate. Our governance and operational controls reinforce a culture of acting lawfully, ethically, and responsibly. Finally, I'd like now to turn to changes we've made to the Board this financial year.

At the end of this financial year, we said farewell to Chris Haynes, OBE, who retired after 11 years on the Worley Board. I sincerely thank Chris for his long and dedicated service. We welcomed Joe Geagea, who joined the Board from the 1st of July, 2023. Joe previously held the role of Executive Vice President and Senior Advisor to the Chairman and CEO of Chevron Corporation. He also served as Executive Vice President of Technology Projects and Services at Chevron. These changes demonstrate our focus on Board succession and renewal. To support the Board's succession planning, we have completed an external Board review led by independent consultants. The review supports our ongoing planning for succession, including a plan for the Chair, even though I intend to remain the Chair for the foreseeable future.

In October this year, we celebrated 20 years on being listed on the ASX. This important milestone provided an opportunity to reflect on our progress and our contribution to the social and economic well-being of the communities in which we operate. In those 20 years, change has been a constant and is likely to persist for some time. We're embracing this and in using the knowledge from our past to shape the future, while following the clear growth strategy, that growth trajectory we see as a leader in sustainability solutions. We look forward to turning challenges into opportunities and familiarity into innovation. We're partnering with our customers, communities, and stakeholders to becoming the changemakers the world needs now to turn our shared ambition of net zero into a reality.

In closing, I'd like to express our gratitude to you, our shareholders, for your continued support, to our directors, leadership team, customers, partners, and importantly, our people. I look forward to working with you to create an exciting future for the company. That concludes my review of the financial year 2023. Thank you. I'd now like to ask Chris Ashton, the Chief Executive Officer, to address the meeting.

Chris Ashton
CEO, Worley

Thanks, John, and good morning, shareholders. John mentioned in his address that our company celebrated 20 years since listing on the Australia's Securities Exchange following our AGM last year. It's a milestone which brought with it an opportunity to reflect on the impact we make and the legacy we're building. As I reflect on my time at Worley, after reaching 25 years with this great company and four years as CEO, I'm proud to have had the opportunity to work with some incredible people, be part of some powerful teams, and deliver extraordinary outcomes, and I see so much more opportunity ahead. In the past few years, the company has been transforming. We've strengthened our culture, launching our purpose and values and our ambition, and set a strategic direction, establishing Worley as a global leader in delivering sustainability solutions. In my view, we moved early.

The moves we made are bold, and we've moved quickly, giving Worley an early-mover advantage in the market, providing sustainability solutions to existing and emerging customers. As a leader in the sectors in which we operate, we have a compelling value proposition as we face into what we believe is gonna be a prolonged upcycle. We maintain a leading position in the traditional sectors we serve, and are growing our share of new and emerging sustainability-related opportunities faster than the market is growing. With this leading position, we're committed to retaining our risk-adjusted and low-risk-appetite commercial models. Importantly, our highest priority is always to keep our people safe and keep them well, because without this, nothing else matters. We're embedding psychosocial safety factors into our existing health and safety framework.

We see this as essential to build a safe and healthy workforce, and our values guide us in everything we do. Our values, they're not part-time, applied some of the time. They're full-time, applied all of the time, and our life value embraces the safety, health, and well-being of our people and those with whom we work. We want our people to feel energized and empowered, and we're building a values-inspired culture, which amplifies the big-picture thinking, is open to possibilities, and demonstrates, importantly, collaboration and innovation. Throughout the year, we've continued to invest in our people in two key areas. The first is strengthening the Worley experience, and we're proud of the culture we've built, and we see it as a competitive advantage to our business.

We're focused on building a respectful environment where our people feel strong and a full sense of belonging and can bring and be their best selves every day. With this in mind, we launched our leadership principles, which outline the role of a leader at Worley. Our respect at work initiative focuses on respectful and inclusive workplace behaviors for everyone, everywhere, all the time. We continue to invest in supporting the mental health and well-being of our people, as well as their physical health and safety. The second area of our focus is critically retaining and attracting that capability at scale, and we need to continue to focus on this area in the areas that will need and attract the people required to deliver our portfolio of projects. Our people are deeply committed and demonstrate great levels of discretionary effort.

To ensure our people can innovate and grow, we're investing in meaningful programs and the digital platforms that will allow us to work in a more agile, efficient, and collaborative way. Turning to our full year results. Over the past two years, we've consistently delivered and improved our performance. Our disciplined approach to delivering our strategy has led to increased earnings and margin improvement for FY 2023. Our underlying EBITDA of AUD 635 million is up 16% compared to FY 2022, and our EBIT margin, excluding procurement, is improved and is now at 6.5%, up from 6.4% in FY 2022.

Our aggregated revenue is AUD 10.9 billion, up from AUD 9.1 billion in FY 2022, and our backlog has grown 14% in the past year, demonstrating our team's ability to convert growth in our factored opportunity sales pipeline into backlog and revenue. Meanwhile, our factored sales pipeline has continued to increase and is up 58%, and is a leading indicator of continued momentum and future growth opportunity for Worley. We expect around two-thirds of our factored sales pipeline to be awarded in the next 12 months. Sustainability-related work has been a key driver for growth. In FY 2022, this accounted for 41% of our aggregated revenue and represents 77% of our factored sales pipeline. We're confident we'll continue to make strong progress toward our ambition to have 75% of our revenue from sustainability-related work by FY 2026.

In FY 2023, we won AUD 6.3 billion of new sustainability-related work, which is almost double the previous year, and this reflects our differentiated position in accelerating growth markets. We've been clear and transparent on our definition of sustainability-related work, including our expectation of evolving our sustainability reporting to reflect emerging global frameworks, frameworks such as the EU Taxonomy for sustainable activities and the recently released ISSB Standards for Disclosure, providing guidance on how to classify transitional and sustainable economic activities. We're committed to providing greater transparency and will provide this information as it becomes available. In addition to our sustainability-related work, we're supporting our customers, developing innovative solutions across their traditional projects as they themselves move toward a lower carbon future. We're helping them bring their projects to life that are less carbon intensive, more efficient, and digitally enabled.

Our revenue from traditional work has grown 10% over FY 2022. This remains an important part of our future, recognizing the role these customers and their assets play in providing energy security, and importantly, energy affordability, and in some cases, grid stability as our industries transition. We recognize the contrasting worlds in which we operate, the demands of today with the expectations of tomorrow. These contrasts present an opportunity for us to evolve even further and make sustainable transformation a reality the world needs. We're actively managing our portfolio in line with our strategy and ambition, and the sale of our North American maintenance and turnaround business in May allows us to focus on those businesses and capabilities that support our strategy of delivering high-value solutions in growth markets, and our ambition to grow our professional services revenue from sustainability-related work.

In addition, we sold another business, ERG, our global contractor recruitment and management company, just after year-end, further demonstrating momentum of our strategic discipline. We're also realizing the benefit of our $100 million strategic investment in organic growth and continue to gain market share. In FY 2023, the second year of the program, we spent $37 million to further accelerate our growth areas, focusing on capability building and digital enablement, new solution development, and importantly, partnerships, trust-based partnerships. The remaining $33 million is forecast to be spent in FY 2024, and while the plan is to conclude at the end of 2024, we will continue to evolve this opportunity for investment if there are further accretive returns to be made. We're seeing a return on investment through key awards and pipeline growth in areas such as low-carbon hydrogen, battery materials, Carbon Capture Use and Storage, CCUS.

This year, our growth in areas added an additional AUD 1.8 billion in backlog in FY 2023, compared with the prior corresponding period. Because of our early pivot, we've established leading positions in these important growth areas. For example, we're currently working on 38 active CCUS projects, including the largest direct air capture project in the world, with 1PointFive, an Oxy Petroleum initiative. We also have 104 hydrogen projects, of which 68 are Advisian projects in the early phase, and 36 are in the later phases. We know when it comes to achieving net zero, the investment required remains significant. The IEA's recent update to its net zero roadmap estimates the need to increase from what we're spending today, which is about AUD 1.8 trillion a year, to AUD 4.5 trillion a year by 2030.

This will enable the tripling of renewable energy and the doubling of energy efficiency by 2035. A recurrent theme at the Climate Week in New York recently was the need for governments and corporations to solve not only for climate change but also for nature-based outcomes. During that Climate Week, we saw the release of a set of recommendations and guidance from the Task Force on Nature-related Financial Disclosures, which will further drive deployment of capital for more sustainable outcomes. Traditional methods of infrastructure delivery are not gonna meet the pace and scale of the net-zero challenge. Delivering these projects requires innovative delivery models, which include digital solutions, automation, and a design-one, build-many approach.

We recently published our third paper in our From Ambition to Reality thought leadership series, a collaboration with Princeton and Andlinger Center for Energy and the Environment, which provides a bold, industry-wide approach to meeting the challenge head-on. We held our first Ambition to Reality Summit at Princeton last month. Over the two days that we were there, the summit produced more than 70 specific U.S.-focused action steps, which industrial ecosystem players could take to accelerate the pace of net-zero delivery. An emerging theme throughout that was the need to build trust between the various players in the industrial ecosystem. While it can, and does, in fact, play a key, key role here, due to the unique position we're in in the energy transition space, working across sectors, across geographies, and across technologies.

Looking now at our ESG achievements for the year, we seek to make a positive impact on the people and the environment and operate responsibly. We've continued our focus on energy efficiency and procuring renewable energy, and this has allowed us to start decoupling our emissions from our energy usage. Over the next few years, we'll be focusing on decarbonizing more of the challenging elements of our business, such as the vehicle fleet. We're also focused on other areas, such as commitment to phase out the provision of single-use plastics in our offices. In support of the recent Kunming-Montreal Global Biodiversity Framework, we've outlined a roadmap to support biodiversity and nature in our project work and business more broadly. This year, we introduced a dedicated program of work to human rights and modern slavery.

We've launched an Executive Human Rights and Diversity and Inclusion Committee and developed a business and human rights framework, which translates the United Nations principles into action. We're proud to have taken part in the UN Global Compact Business and Human Rights Accelerator program, something we feel is important. This is a six-month program to support our commitment to human rights and labor rights and to establish a human rights due diligence process. At a macro level, Worley is managing three key risks: attraction and retention of highly skilled resources to meet the demand, inflation, and supply chain disruption and their impact on the economics of business, and ongoing geopolitical tensions affecting normal operations of all markets globally. We're actively focusing on mitigating these risks every day, recognizing they will remain an ongoing challenge for all businesses globally. We're optimistic about our future.

We're optimistic about growth in our end markets, but there's always the potential for volatility from rising geopolitical tensions. While they're not currently having any impact, negative impact on our business, we closely monitor these, and we're prepared for a wide range of scenarios. We're delivering on our strategy and building sustainable, a sustainable growth business. Market growth, increased share, and margin expansion are the building blocks to deliver, delivering our ambition of double-digit annualized earnings growth in the medium term. We will drive margin expansion through our effective project delivery, automation, digitalization, and streamlined operations. Looking ahead, the outlook presented at the time of the full-year results remains consistent with what we're expecting for FY 2024, subject to no deterioration in current market conditions. In closing, this is an exciting time for our people and our business.

We have the right strategy, we have the right structure, and we have the right people. We're delivering our strategy and unlocking new opportunities as momentum in our markets continues to build. Our purpose, values, and our leadership will continue to ensure we have the right culture and create a rewarding experience for everyone who works for and with Worley. Our continued success is without doubt because of the extraordinary efforts of our people and their desire to leave a positive mark through the work they do and the legacy they're building, and I want to thank each and every one of them. Of course, I want to thank you, our shareholders, our customers, our partners, for your continued support of our business, for working with us to make the difference the world needs.

We have an exciting future ahead, aligned with our purpose of delivering a more sustainable world. Thanks. John, back to you.

John Grill
Chair, Worley

Thank you, Chris. Ladies and gentlemen, we now come to the formal business of the meeting. There are a number of procedural matters to which I must draw your attention. This is a shareholders' meeting, and only shareholders, their attorneys, proxies, and authorized company representatives are entitled to speak or vote. I ask that questions be confined to the business of the meeting and shareholder issues. You'll have the opportunity to ask questions on each item of business, so please save your question on individual items until we reach that item. Any questions should initially be directed to me as Chair, and I'll determine who is best placed to answer the question.

To ensure that shareholders as a whole who are attending have a reasonable opportunity to ask questions, it would be appreciated if you could limit yourself to two questions or comments at a time, and then allow others to ask a question. All resolutions will be determined on a poll. You would have been issued with a blue poll card on entering the meeting if you are eligible to vote. Please complete the voting section on the poll card. Please place the completed poll card in the ballot boxes when you leave the meeting. I'll open the poll now, so that anyone who needs to leave the meeting early can vote before they leave. The poll will remain open for five minutes after the close of the meeting to allow you to finalize your votes. I appoint Ms.

Gemma Coyle of Computershare Investor Services to conduct the poll as Returning Officer. If you have any questions about the voting process, please see Gemma or her team. Before moving on, I confirm that I hold a number of open proxies as Chair of the meeting. As set out in the notice of the meeting, I'll be voting all available proxies in favor of each item of business. The first item of business listed in the notice of meeting is to receive and consider the financial report, which includes the directors' report and auditors' report, as set out in the company's annual report for the financial year ended the 30th of June, 2023. There is no resolution for this item.

This item of business provides shareholders with the opportunity to ask questions about the financial report and the business and management of the company in general. In addition, Chris Dodd of PwC, the company's auditor, is present today and is available to answer questions in relation to the conduct of the audit, the preparation and content of the auditor's report, the accountability policies adopted by the company in relation to the preparation of the financial statements, and the auditor's independence in relation to the conduct of the audit. We have again provided shareholders with the opportunity to submit questions before the meeting. We have not received any questions from shareholders prior to the meeting. I'd like now to invite you to ask questions about the financial report or the management of the company.

Any questions related to the company's remuneration policy should be raised when we consider the remuneration report later in this meeting. If you have a question or wish to make a comment, please raise your hand and the attendant will bring you the microphone. I ask each of the microphone attendants to raise their hands, so you can see where they are. When asking a question, would you please state your name before doing so? Are there any questions about the financial reports or the management of the company?

Michael Batchelor
Shareholder Representative, Australian Shareholders' Association

Thank you. Thanks, John and Chris, for a very forthright and encouraging presentation. I enjoyed them very much. I also particularly enjoyed, I have learned about a community psychological safety, and I think that's a great thing. Good initiative, and really encourage that. As the Australian Shareholders representative, our shareholders feel not the underlying profit, they feel the real profit. You've reported an outlook of, I think, about 7.5%-8% EBITDA. I guess, do we expect any more write-downs over the next financial year? I guess I think that's probably far enough out to look. Thank you.

John Grill
Chair, Worley

Worley has been very transparent in its market disclosures about a focus on portfolio management. We're working proactively to ensure that each part of our business is helping to achieve our strategic ambition of becoming the leading provider of sustainability solutions worldwide. On an underlying basis, Worley delivered in financial year 2023, growth in revenue and EBITDA of 21% and 16%, respectively. The sale of the North American turnaround business includes some non-cash write-offs of goodwill. The divestment resulted in improvement in EBITDA margin of circa 50 basis points. None of the business was focused on sustainability revenue, so delivery of our ambition targets were enhanced by the divestment. Portfolio management will continue to improve the quality of earnings from Worley, including the support of supporting the return to high single-digit EBITDA margins.

We didn't expect target EBITDA in margin 7.5%-8%, to be disturbed by ongoing portfolio management. Any further questions? Go ahead.

Michael Batchelor
Shareholder Representative, Australian Shareholders' Association

Thanks very much. Michael Batchelor, Australian Shareholders, again. You talked about the enormous potential growth in sustainability work. Now, quadrupling, I think, of investment in, measured in the trillions, up to about AUD 4.5 trillion, I think, was the figure I heard. I think on the other hand, we're also faced... one of the joys of being an Australian Shareholders member is we tend to trot along to a few AGMs, and I was at Origin earlier this week. Again, a very big focus on sustainability and transition to a low-carbon or zero-carbon environment. The interesting observation that was made by these guys, who are in the business of, you know, moving power to people, is, I guess I'd best describe it as a gridlock.

You know, there's this enormous demand, people lining up to build wind farms, solar farms, everything else, but the grid is something that crosses people's properties. You know, I guess it's the NIMBY issue. I guess I'm concerned that we're not going to be able to make those investments in time because of issues like that. I wonder if John or Chris have a view on that, how fast they're seeing this expenditure and perhaps the holdup to things like grid expansion.

John Grill
Chair, Worley

I think I know Chris uses this figure, that it's something like AUD 1 trillion that has been spent on sustainability in the last year. To get to the zero net emissions by 2050, you need to be spending about AUD 4 trillion. We're markedly not spending enough, and certainly Australia and other countries are having difficulties bringing onto the grids around the world the amount of projects that are getting there. That need, that definitely needs attention if we're gonna meet. It sees as a combination of private industry and government working together to get this and to find ways of enhancing the approval processes and the paperwork that's required to get these projects up on the grid.

I mean, I think everyone's aware of the problem, and then it's not an area that Worley gets too much involved in, but we do a bit of that sort of work, but it's definitely a problem for the industry. Any further questions? If there are no more questions, we'll move on to the next item of business. Two of the company's directors are standing for re-election and election today. Item 2A, the first resolution on the agenda today is the re-election of Dr. Martin Parkinson. Martin was appointed to the Board in February 2020, and is a member of the Audit and Risk Committee and the Nominations Committee. I'd like now to give Martin an opportunity to address the meeting.

Martin Parkinson
Non-Executive Director, Worley

Thank you, John. Colleagues, as John said, my name is Martin Parkinson. I'm seeking your support for re-election to the Worley Board of Directors. I joined the Board in February 2020 just as Worley was integrating the Jacobs acquisition. While it was clear at that time that this would require our focused attention, little did we know how much the world around us was about to change. COVID and the human consequences of the disease and the lockdowns, the pivot to working from home, the subsequent war in Ukraine, and the rising geopolitical tensions and cyber threats have all contributed to massive uncertainty over this time.

I think it's a testament to the staff and management of Worley that our company has not only navigated these challenges, but they've been able to identify and grasp opportunities to accelerate our growth in the sustainability domain, while also supporting our traditional customers on their own transformation journey. In my view, we've emerged from this period stronger than we entered. This has required strategic, ambitious, and flexible leadership, and I have to say, I'm very proud to have had the opportunity to assist in these endeavors. My international and domestic public policy career, leading three departments of state, encompassing the economic, social, foreign, strategic, and national security domains, has allowed me to contribute strategic insights on many of the countries in which we operate and on the changing global context.

My strategic skills and my experience across government and corporate Australia, as well as on climate matters and financial markets, has allowed me to bring new perspectives to the Board, the Audit and Risk Committee, the Nominations Committee, and more generally, to assisting the Chair and management. I've served on both ASX-listed and unlisted company Boards as a member of the Board of the Reserve Bank and have chaired Australia's Debt Management Agency. I currently remain Chancellor of Macquarie University, and I've recently completed a review into Australia's migration system. In short, I've got 4 years of experience in managing complex and demanding roles and responsibilities. I think, though, that my experience has highlighted to me the criticality of business-led responses to the climate challenge.

Worley's got a key role to play in facilitating the energy transition in Australia and abroad, and the similar changes required in the chemical and resources sectors. These are opportunities to strengthen and grow our company, and they're manifold. Together with Worley's other directors, I'm committed to working to constructively with management to deliver sustained and sustainable shareholder value. Today, I'm seeking your support to allow me to continue to work with my Board colleagues and management to serve you, our shareholders. Thank you for your consideration.

John Grill
Chair, Worley

Thank you, Martin. The directors recommend that Martin be reelected to the Worley Board. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution? If there are no questions, I'll now put the resolution to the meeting. Displayed on the screen are details of proxies received for Martin's re-election. You should now mark your poll card if you have not already done so. Moving to Item 2B, shareholders are asked to consider the election of Mr. Joseph Geagea. Joe was appointed to the Board in July 2023. Joe is a member of the People and Remuneration Committee and the Nominations Committee. I'd now like to give Joe an opportunity to address the meeting.

Joseph Geagea
Non-Executive Director, Worley

Thank you, John, and good morning, fellow shareholders. My name is Joe Geagea, and I'm seeking your support for election to the Worley Board of Directors. I recently retired from Chevron Corporation as an Executive Vice President after a 40-year career. During that time, I've had 19 different and enriching assignments and moved with the company more than a dozen times. I was fortunate to spend 15 years in international locations such as Thailand, the United Kingdom, and the United Arab Emirates. I've also traveled extensively to Europe, Africa, and Latin America. Now, this extensive international experience gave me a good perspective on how people see the same issues from a different perspective. My time at Chevron afforded me a broad experience in all aspects of energy and what it takes to provide people, no matter where they live, with affordable, reliable, and ever cleaner energy.

I was invited to join the Worley Board this past June, at a time when the world is increasingly looking for sustainable solutions to maintain and improve the living standards of billions of people today and in the future. I accepted the invitation because of Worley's global reputation and its commitment to be part of the solution. I have seen firsthand during my time at Chevron that Worley is a company that values the trust of its clients, and true to its purpose, it wants to deliver a more sustainable world. I truly believe that energy powers human progress, and there is no doubt that we need to navigate the transition to a net zero world by balancing affordability, security, and the climate. The events in Europe this last year clearly demonstrated the challenge we all face.

Worley is well positioned to play a critical role in this journey, and it is well on its way. I have seen the dedication and focus of its people up and down the ranks. They are energized and committed to making Worley succeed. I plan to bring my broad experience in technology, safety, supply chain, and capital projects, as well as my deep understanding of geopolitics and the economics of energy, to help Worley be successful in its mission. In retirement, I'm balancing my work between business endeavors, nonprofit work, and, of course, a bit of pleasure. I have the capacity mentally and physically to make a valuable contribution to Worley. Together with my fellow Worley's directors, I am committed to work constructively with management and employees to deliver superior shareholders' returns. Thank you.

John Grill
Chair, Worley

Thank you, Joe. The Directors recommend that Joe be elected to the Worley Board, and the shareholders vote in favor of item 2 B. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution? If there are no questions, I'll now put the resolution to the meeting. Displayed on the screen are details of proxies received for Joe's election. You should now mark your poll card if you've not already done so. We now come to item three, the adoption of the company's remuneration report for the financial year ending 30 June 2023. As required by the Corporations Act, the vote on this item is advisory only and does not bind the Directors or the company. However, the Board will take the voting results and discussion into account when considering the company's ongoing remuneration strategy.

I'd now like to ask Ms. Emma Stein, Chair of the People and Remuneration Committee, to briefly address the meeting.

Emma Stein
Chair of the People and Remuneration Committee, Worley

Thanks, John, and good morning, everyone. My name is Emma Stein, and as Chair of the People and Remuneration Committee, I've been the lead Non-Executive Director responsible for the development of this year's Remuneration Report. This report explains in detail how we approach remuneration at Worley and the remuneration outcomes for financial year 2023. I'd encourage you to read the entire Remuneration Report, as it provides context and background to the matters I will cover today. Let me begin by saying that we're very pleased with the performance and executive reward outcomes for FY 2023, and believe they're consistent with the execution of our strategy and delivering on our ambition to be recognized globally as a leader in sustainability solutions. Our over 50,000 people are at the center of what we do, and our results reflect their dedication and hard work.

We have a strong remuneration and governance framework, and that supports our people strategy, drives performance, and holds our leaders accountable for keeping our people safe, demonstrating our values, and building our culture. We are competing in global talent markets. We operate in over 45 countries around the world, across thousands of projects. To attract, retain, and engage the right people, our executive remuneration must remain competitive in the talent markets in which we operate. For example, in the U.S., there's a higher level of equity, high level of participation in equity programs, and many of our senior leaders are based in the U.S., including our KMP. We're proactive in competing for talent and use local industry benchmarking and trend information to inform our decisions.

In terms of culture and governance, our remuneration framework rewards not just the what, but the how. We've embedded many ESG KPIs, including safety, into our short-term incentive plan, and this recognizes our commitment to environmental, social, and governance principles. Our executives must achieve individual KPIs that measure performance and leadership in their areas of responsibility and demonstrate our values and behaviors. Our Board has final discretion over final incentive outcomes and undertakes rigorous reviews of the results, and we do this in a number of ways, looking to things including health and safety, overall financial performance, for example, through the quality of earnings, operational security and risk management, the experience and conduct of our people, environmental and community responsibility, inclusion and diversity, customer satisfaction, and outcomes for our shareholders.

This approach ensures that our payouts are appropriate, reflect real performance in line with our values and strategy, and avoids unintended remuneration outcomes. I'll now turn to the performance and remuneration outcomes for the year. We delivered strong performance in FY 2023, resulting in favorable outcomes for our shareholders. This includes strong safety outcomes, a year-on-year increase in share price of 10.9%, and a 5.4% increase in underlying NPATA earnings per share. Our dividends have remained consistent over the past four years. I'm going to just summarize our remuneration outcomes for FY 2023. In terms of the short-term incentives, our scorecard results include a serious case frequency rate of 0.03, which is an improvement on FY 2022.

Ongoing reductions in Scope 1 and Scope 2 carbon emissions, we're on track to meet our FY 2025 reduction targets. We made progress in diversity and inclusion compared to the previous year. Our underlying NPAT and excluding amortization result was AUD 348 million, which is 5.8% growth on FY 2022. Exceeding our target for sales and sustainability projects, this was measured through gross margin sold and our cash conversion ratio, which measures underlying cash before interest and tax over underlying group EBITDA, was set and was within the target range. Our executives demonstrated strong leadership in line with our values to deliver these improved outcomes, but also to inspire our people and create value for our customers.

Ultimately, this was reflected in our STI payouts of 81.1% of maximum for the CEO and other executive KMP. The Board considered that these outcomes to be fair and reasonable, reflective of executive performance and the results delivered for shareholders. We acknowledge our shareholders' request for additional disclosure on our DEP, our Deferred Equity Plan targets. The performance outcome for our FY 2022 DEP was AUD 1.075 billion in gross margin delivered from sustainability-related work, and this is set against a target of AUD 1 billion. The result exceeded the target by 7.5% and actually equates to a growth rate of 40% over two years. The Board approved a vesting outcome of 100% of the FY 2022 DEP.

In this year, we didn't test any of the long-term incentive, the LTI grants this year, as we'd made a change in approach for the 2020 scheme from a three-year test to a four-year performance period. Our remuneration framework does continue to evolve in lines with the needs of the business. In FY 2022, we changed the remuneration mix for our executives to strengthen the alignment with shareholders and in line with market practice. We reduced the maximum STI to 150% of target and increased the equity components by a commensurate amount.

During FY 2023, we reviewed the equity incentive components of our framework and found that the framework continues to meet our objectives, and so there will be no significant changes to the structure or the performance measures of Worley's incentive plans for FY 2024. As we disclosed in the 2022 notice of meeting, we increased fixed remuneration by 14% for our CEO, Chris Ashton. This was effective from the first of October 2022, and it was the first increase since his appointment to the role in February 2020. This reflects Mr. Ashton's leadership in positioning Worley as a leader in global sustainability solutions, his performance in the role, and stewarding the business through challenging times. Mr.

Ashton's revised total remuneration is above the median when looked at against an ASX comparator group of companies, but below the median set against global comparators. The Board is satisfied that his total remuneration has been set fairly and is appropriate. There were no changes to Non-Executive Director fees in FY 2023, and they've remained the same since July 2019. In summary, growing sustainability-related work has underpinned our results and reflects the dedication and hard work of all our talented people. We're focused on creating value for our shareholders, customers, each other, partners, and communities. We will continue to review the remuneration framework to ensure that it remains competitive in the global market, remains aligned to our strategy and shareholder outcomes, and drives long-term performance.

Finally, I want to thank you, our shareholders, for your support over the year, and I'm very pleased to engage with you all about the matters set out in the remuneration report. Thank you. Thanks, John.

John Grill
Chair, Worley

Thank you, Emma. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution? If there are no questions, I'll now put the resolution to the meeting. Displayed on the screen are details of proxies received for item three. As set out in the notice of meeting, a voting exclusion applies to this item of business. You should now mark your poll card if you've not already done so. We now come to item four, which relates to the grant of deferred equity rights to Chris Ashton. If the grant is approved, the rights will make up one of the at-risk equity components of Chris's variable pay arrangements. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution?

If there are no questions, I'll now put the resolution to the meeting. Displayed on the screen are details of proxies received for item four. As set out in the notice of meeting, a voting exclusion applies to this item of business. You should now mark your poll card if you've not already done so. We now come to item five, which relates to the grant of long-term performance rights to Chris Ashton. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution? If there are no questions, I'll now put the resolution to the meeting. Displayed on the screen are details of proxies received for item five. As set out in the notice of meeting, a voting exclusion applies to this item of business. You should now mark your poll card if you've not already done so.

We now come to item six, which relates to the approval of the company's performance rights plan and equity securities issued under it. The resolution for the meeting is displayed on the screen behind me. Are there any questions on this resolution? If there are no questions, I'll now put the resolution to the meeting. Displayed on the screen are details of proxies received for item six. As set out in the notice of meeting, a voting exclusion applies to this item of business. You should now mark your poll card if you've not already done so. Now that we've completed discussion of all the resolutions contained in the notice of meeting, would you please ensure that you have marked your poll card as required. The poll will close five minutes after the end of the meeting.

Please ensure you put your completed poll cards into the ballot boxes here held by Gemma Coyle and her team. The results of the voting will be notified to the ASX in accordance with the Corporations Act, and will also be placed on the company's website as soon as they become available. Ladies and gentlemen, as there is no further business, I declare the meeting closed, subject to the finalization of the poll. Please enjoy this short video while the final votes are cast. I thank you all for attending the AGM.

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