8 July 2022

John Wood Group PLC

Publication of Circular and Notice of General Meeting

On 1 June 2022, John Wood Group PLC ('Wood' or the 'Company') announced that it had entered into an agreement to sell its Built Environment consulting business to WSP Global Inc. (the 'Transaction').

The Company is pleased to announce that a circular regarding the Transaction (the 'Circular') has been published today, having received approval from the UK Financial Conduct Authority. The Circular will be sent to the Company's shareholders (other than those who have elected for notification by electronic communication) shortly.

The Transaction constitutes a Class 1 transaction for Wood under the Listing Rules and completion of the Transaction ('Completion') is conditional upon, among other things, the approval of Wood's shareholders at a general meeting of the Company. Accordingly, the Circular contains a notice convening a general meeting of the Company which is to be held at Sir Ian Wood House, Hareness Road, Altens, Aberdeen, AB12 3LE, Scotland at 11.00 a.m. on 3 August 2022 (the 'General Meeting') at which an ordinary resolution (the 'Resolution') will be proposed for Wood's shareholders to approve the sale.

The Directors of Wood strongly recommend that Shareholders vote by proxy as soon as possible and to appoint the Chair of the General Meeting as their proxy. Further information as to how to vote by proxy can be found in the Notice of General Meeting.

The Board considers the Transaction (and the Resolution necessary to implement the Transaction) to be in the best interests of Wood and its shareholders as a whole and unanimously recommends that shareholders vote in favour of the Resolution.

The Board expects that, subject to the satisfaction and/or waiver (where applicable) of the conditions precedent to the Transaction, Completion will occur in the second half of 2022.

A copy of the Circular will be submitted to the National Storage Mechanism and the Circular will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Circular will be available for inspection on the Company's website at www.woodplc.com  from the date of this announcement up to and including the date of the General Meeting and for the duration of the General Meeting.

Enquiries:

J.P. Morgan Cazenove (Joint Sponsor and Joint Financial Adviser)

Morgan Stanley (Joint Sponsor and Joint Financial Adviser)

Cautionary statement

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Wood shareholders are advised to read carefully the formal documentation in relation to the Transaction once it has been despatched. Any response to the Transaction should be made only on the basis of the information in the formal documentation to follow.

Important information relating to financial advisers

J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised in the United Kingdom by the Prudential Regulation Authority (the 'PRA') and regulated by the FCA and PRA. J.P. Morgan Cazenove is acting as sponsor and financial adviser exclusively for Wood and no one else in connection with the Transaction and the matters set out in this announcement and will not regard any other person as its client in relation to the Transaction and will not be responsible to anyone other than Wood for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Transaction or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, J.P. Morgan Cazenove and any person affiliated with it assumes no responsibility whatsoever for and makes no representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with Wood, or the Transaction. J.P. Morgan Cazenove and its respective subsidiaries, branches and affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this announcement or any such statement or otherwise. Any reproduction or distribution of this announcement, in whole or in part, and any disclosure of its contents or use of any information contained in this announcement for any purpose other than considering the terms of the Transaction is prohibited.

Morgan Stanley & Co. International PLC ('Morgan Stanley'), is authorised by the Prudential Regulation Authority, and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Morgan Stanley is acting as sponsor and financial adviser exclusively for Wood and no one else in connection with the Transaction and the matters set out in this announcement and will not regard any other person as their client, nor will be responsible to anyone other than Wood for providing the protections afforded to clients of Morgan Stanley or its affiliates, or for providing advice in relation to the Transaction or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley by FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents, assume no responsibility whatsoever and makes no representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with Wood, or the Transaction. Morgan Stanley accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this announcement or any such statement. Any reproduction or distribution of this announcement, in whole or in part, and any disclosure of its contents or use of any information contained in this announcement for any purpose other than considering the terms of the Transaction is prohibited.