Form 8 (DD) - John Wood Group PLC

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Kenneth Gilmartin
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):  The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:  Use a separate form for each offeror/offeree	John Wood Group Plc
(d) Status of person making the disclosure:  e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Person acting in concert with the offeree (John Wood Group Plc)
(e) Date dealing undertaken:	17 May 2024
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?  If it is a cash offer or possible cash offer, state “N/A”	N/A

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	1,162,927	0.16%	Nil	-
(2) Cash-settled derivatives:	Nil	Nil	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	1,162,927	0.16%	Nil	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 4 2/7p each

Details, including nature of the rights concerned and relevant percentages: (1)

Long Term Plan (not subject to performance conditions) Number of ordinary shares Date of grant Vesting date Lapse date Exercise price (per share) 4,180 01/01/2021 01/03/2026 N/A Nil Long Term Plan (subject to performance conditions) Number of ordinary shares Date of grant Vesting date Lapse date Exercise price (per share) 234,276 01/01/2022 20/03/2025 N/A Nil 58,569 01/01/2022 20/03/2027 N/A Nil 998,062 01/01/2023 20/03/2028 N/A Nil Discretionary Share Plan (subject to performance conditions) Number of ordinary shares Date of grant Vesting date Lapse date Exercise price (per share) 933,643 01/01/2024 31/03/2029 N/A Nil Annual Bonus Plan (not subject to performance conditions) Number of ordinary shares Date of grant Vesting date Lapse date Exercise price (per share) 74,756 18/04/2023 20/03/2025 N/A Nil 81,618 19/04/2024 20/03/2026 N/A Nil Employee Share Plan – not eligible for notional dividends (2) Number of ordinary shares Date of grant Vesting date Lapse date Exercise price (per share) 25,533 20/04/2023 20/04/2025 N/A Nil 2,220 19/04/2024 19/04/2026 N/A Nil 1,761 16 May 2024 19/04/2026 N/A Nil (1) Unless otherwise stated, nil-cost options and/or conditional awards are subject to notional dividends from the date of grant to the vesting date on the final award. (2) Awards under the Employee Share Plan which were granted in the 2023 award year have been aggregated and stated as having been granted on the date of the first award in that year (i.e., 20 April 2023).

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant security	Purchase/sale	Number of securities	Price per unit
Ordinary shares of 4 2/7p each	Purchase of shares in accordance with a trading plan relating to the Wood Employee Share Plan	3,522	£1.90

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
N/A	N/A	N/A	N/A	N/A

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A	N/A	N/A	N/A	N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included.  If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	20 May 2024
Contact name:	Martin J. McIntyre, Company Secretary
Telephone number:	+ 44 (0) 1224 851000

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

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