Return of Cash

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

13 June 2011

FOR IMMEDIATE RELEASE

John Wood Group PLC ("Wood Group" or the "Company")

Completion of the Return of Cash through B/C Share Scheme - £1.40 per share (£
665 million)

Wood Group today confirms its intention to complete its return of cash through
a return of £1.40 per share to all Wood Group shareholders on the register at
6.00 p.m. on 1 July 2011. This return is intended to be made through the issue
of unlisted B and C Shares which either pay a single dividend or are purchased
from shareholders. This arrangement, known as a B/C Share Scheme, has been
chosen as it allows shareholders, subject to applicable overseas restrictions,
to choose between income, immediate capital, deferred capital or any
combination of the three. This £665 million second stage will complete a £1.08
billion return of cash to shareholders, following the £412 million returned
through the Company's recent tender offer.

Key elements of the proposed B/C Share Scheme:

shareholders, other than those in certain restricted territories, can elect to
receive cash proceeds (i) by way of a dividend, (ii) from the redemption or
sale of B or C Shares, (iii) from the later redemption of B Shares, or (iv) any
combination of the above;

shareholders in certain restricted territories and shareholders who fail to
make an election will be deemed to have elected for the income option and will
receive a single dividend of £1.40 per share;

the B/C Share Scheme is conditional upon shareholder approval, which will be
sought at a general meeting of the Company to be held at 12.00 noon on 30 June
2011 (the "General Meeting");

the latest time and date for receipt of shareholders' elections is 4.30 p.m. on
1 July 2011;

cheques are expected to be despatched to shareholders and CREST accounts are
expected to be credited by 14 July 2011 for income/immediate capital options;
and

payments to shareholders electing for the deferred capital option for some or
all of their shares are expected to be made on those shares by 27 April 2012.

Alongside the B/C Share Scheme, the Company proposes a consolidation of its
ordinary share capital to maintain, subject to market movements, comparability
of share price, earnings per share and dividend per share before and after the
completion of the B/C Share Scheme. The share capital consolidation involves
the replacement of the Company's existing ordinary shares with new listed
ordinary shares, the only change being to their nominal value. Shareholders
will receive 7 new ordinary shares for every 9 existing ordinary shares and
their percentage holdings in the Company will not be affected, other than
arrangements for dealing with fractional entitlements. Following the
consolidation, there will be approximately 369.4 million ordinary shares in
issue.

A shareholder circular (the "B/C Share Scheme Circular") containing the full
terms and conditions of the B/C Share Scheme, a notice convening the General
Meeting and instructions to shareholders on how to make an election for the
form in which they wish to receive their proceeds of the B/C Share Scheme,
together with an election form and a proxy form, are expected to be posted to
shareholders later today. The B/C Share Scheme Circular will also be available
at the Company's website at www.woodgroup.com. A copy of the B/C Share Scheme
Circular will be submitted to the National Storage Mechanism and will shortly
be available for inspection at: http://www.Hemscott.com/nsm.do.

This summary should be read in conjunction with the full text of the
announcement and the B/C Share Scheme Circular.

Enquiries:

Wood Group

Alan Semple, Group Finance Director

Nick Gilman or Andrew Rose, Communications & Investor Relations

Tel: [phone]

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)

Michael Wentworth-Stanley

Robert Constant

Tel: [phone]

Credit Suisse (Financial Adviser and Corporate Broker)

James Leigh-Pemberton

Tristan Lovegrove

Tel: [phone]

Brunswick (Public Relations)

Patrick Handley

Nina Coad

Tel: [phone]

Equiniti Shareholder Helpline

Tel: [phone] (or [phone] for calls made from outside the UK)

The helpline is available between the hours of 8.30 a.m. and 5.30 p.m. Monday
to Friday (except UK public holidays). Please note that calls to the
Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384
2927 are charged at 8 pence per minute from a BT landline (excluding VAT).
Other service providers' costs may vary. Calls to [phone] from outside
the UK are chargeable at applicable international rates.

Cautionary Statements

This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Wood Group shares
or other securities.

None of the B Shares, C Shares, Deferred Shares nor the New Ordinary Shares
referred to in the B/C Share Scheme Circular have been or will be registered
under the US Securities Act of 1933, as amended (the "US Securities Act") or
the state securities laws of the United States and none of them may be offered
or sold in the United States or to any U.S. persons unless pursuant to a
transaction that has been registered under the US Securities Act and the
relevant state securities laws or a transaction that is not subject to the
registration requirements of the US Securities Act and the state securities
laws, either due to an exemption therefrom or otherwise.

None of the B Shares, C Shares, Deferred Shares, New Ordinary Shares (each as
defined in the B/C Share Scheme Circular) nor the B/C Share Scheme Circular has
been approved, disapproved or otherwise recommended by any US federal or state
securities commission or other regulatory authority or any non-US securities
commission or regulatory authority nor have such authorities passed upon or
endorsed the merits of this offering or confirmed the accuracy or determined
the adequacy of the B/C Share Scheme Circular. Any representation to the
contrary is a criminal offence in the United States.

This announcement contains (or may contain) certain forward-looking statements
with respect to Wood Group's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to change
without notice and, except as required by applicable law, neither Wood Group,
J.P. Morgan Securities Ltd. (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") nor Credit Suisse
Securities (Europe) Limited ("Credit Suisse") assumes any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.

J.P. Morgan Cazenove and Credit Suisse, each of which is regulated in the
United Kingdom by the Financial Services Authority, are each acting as broker
and financial adviser solely for the Company in relation to the B/C Share
Scheme and nobody else and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of J.P. Morgan
Cazenove and Credit Suisse respectively nor for providing advice in relation to
the B/C Share Scheme or any other matter referred to in this announcement or
the B/C Share Scheme Circular.

This announcement has been issued by, and is the sole responsibility of, the
Company.

Apart from the responsibilities and liabilities, if any, which may be imposed
upon J.P. Morgan Cazenove or Credit Suisse by the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder, none of J.P.
Morgan Cazenove and Credit Suisse accepts any responsibility whatsoever or
makes any representation or warranty, express or implied, concerning the
contents of this announcement, including its accuracy, completeness or
verification, or concerning any other statement made or purported to be made by
it, or on its behalf, in connection with the Company or the B/C Share Scheme
and nothing in this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future. Each of J.P.
Morgan Cazenove and Credit Suisse 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 herein) which it might
otherwise have in respect of this announcement or any such statement.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

13 June 2011

FOR IMMEDIATE RELEASE

John Wood Group PLC ("Wood Group" or the "Company") announces the return to
shareholders of £1.40 per existing ordinary share (approximately £665 million
in aggregate) and the associated proportional share capital consolidation

Introduction

Wood Group today announces further details of the proposed return of cash to
shareholders (the ``Return of Cash''). Following completion of the recent
tender offer, the Board has now decided to complete the Return of Cash through
a proposed issue of B and/or C Shares which would enable all shareholders,
subject to applicable overseas restrictions, to elect to receive their cash
proceeds as income, capital, deferred capital or any combination of the three.

Under this proposal, £1.40 per existing ordinary share in the capital of Wood
Group ("Existing Ordinary Share") would be returned to shareholders through the
issue to them of B Shares and/or C Shares pro rata to their holding of Existing
Ordinary Shares as at 6.00 p.m. on 1 July 2011 (or such other time and date as
the Directors may determine) ("the Record Time"). This amounts to approximately
£665 million in aggregate which is slightly greater than anticipated in
previous announcements.

The terms of this proposal (referred to as the ``B/C Share Scheme'') provide
for all shareholders to receive:

for every 1 Existing Ordinary Share held at the Record Time, 1 B or C Share;
and

for every 9 Existing Ordinary Shares held at the Record Time, 7 new ordinary
shares in the capital of Wood Group ("New Ordinary Shares").

Shareholders (other than overseas shareholders resident, or with a registered
address, in the United States, Canada, Australia, New Zealand, Japan or the
Republic of South Africa (each a "Restricted Territory")) will be able to elect
between three share alternatives (the "Share Alternatives") described in
paragraph 2 below. Each Share Alternative is expected to return £1.40 of cash
per B or C Share.

In order to maintain (subject to market fluctuations) the market price for Wood
Group's ordinary shares at approximately the same level as prevailed
immediately prior to the implementation of the B/C Share Scheme, a proportional
share capital consolidation of the Company's Existing Ordinary Shares is also
proposed (the "Share Capital Consolidation"). Shareholders will receive 7 New
Ordinary Shares in substitution for every 9 Existing Ordinary Shares held at
the Record Time. Details of the Share Capital Consolidation and other aspects
of the B/C Share Scheme are summarised in paragraph 5 below.

This structure has been chosen to complete the Return of Cash because:

it gives all shareholders (with the exception of those resident, or with a
registered address, in a Restricted Territory) choice as to when and how they
receive their cash, which is intended to afford UK tax-resident shareholders
flexibility in the tax treatment of their proceeds; and

it treats all shareholders equally relative to the size of their existing
shareholdings in the Company.

The B/C Share Scheme requires the approval of shareholders at a general meeting
of the Company, which is to be held at John Wood House, Greenwell Road, East
Tullos, Aberdeen AB12 3AX at 12.00 noon on 30 June 2011 (the "General
Meeting").

A shareholder circular (the "B/C Share Scheme Circular") containing the full
terms and conditions of the B/C Share Scheme, a notice convening the General
Meeting and instructions to shareholders on how to make an election for the
form in which they wish to receive their proceeds of the B/C Share Scheme,
together with an election form and a proxy form, are expected to be posted to
shareholders later today. The B/C Share Scheme Circular will also be available
at the Company's website at www.woodgroup.com. A copy of the B/C Share Scheme
Circular will be submitted to the National Storage Mechanism and will shortly
be available for inspection at: http://www.Hemscott.com/nsm.do.

The Share Alternatives

Each shareholder (with the exception of overseas shareholders resident, or with
a registered address, in a Restricted Territory) will be able to choose between
the three Share Alternatives as to whether they receive their cash under the B/
C Share Scheme by way of dividend (the "Income Option"), from the redemption or
sale of B Shares or C Shares (the "Immediate Capital Option") or from the later
redemption of B Shares (the "Deferred Capital Option"). This is intended to
give certain shareholders the flexibility, which may be relevant under their
prevailing tax regime (such as the UK), to receive their cash proceeds as
income, capital, deferred capital or any combination of the three. Each Share
Alternative is expected to return £1.40 of cash per B Share or C Share.

Shareholders who do not make a valid election, and all overseas shareholders
with a registered address in a Restricted Territory, will be deemed to have
elected for the Income Option in respect of their entire entitlement to receive
B Shares or C Shares. The other Share Alternatives are not being made available
to Shareholders resident, or with a registered address, in a Restricted
Territory.

Alternative 1 - Income Option

For shares validly elected (or deemed elected) to the Income Option, a
shareholder will receive one C Share for each corresponding Existing Ordinary
Share held at the Record Time. It is expected that a dividend of £1.40 (the
"Single C Share Dividend") would become payable in respect of each such C Share
by 8 July 2011 and that the cash proceeds of the Single C Share Dividend would
be sent to relevant shareholders by 14 July 2011.

Once the Single C Share Dividend becomes payable, each relevant C Share will be
reclassified as a deferred share of negligible value and carrying extremely
limited rights (a "Deferred Share"). If it so chooses, the Company may then
take steps to cancel the Deferred Shares.

Alternative 2 - Immediate Capital Option

For shares validly elected to the Immediate Capital Option, a shareholder will
receive one B Share or one C Share for each corresponding Existing Ordinary
Share held at the Record Time and, under the arrangements described below,
would then receive £1.40 in respect of each such B Share or C Share. The number
of B Shares which will be issued is subject to a maximum limit (as explained
further in Part V of the B/C Share Scheme Circular). Consequently, if there are
insufficient B Shares available to satisfy valid elections for the Immediate
Capital Option, shareholders will instead receive one C Share for each
corresponding Existing Ordinary Share.

It is intended that all shareholders electing for the Immediate Capital Option
would receive the same cash proceeds at the same time, whether this is effected
by the issue of B Shares or C Shares or a combination of the two.

Where B Shares are issued to satisfy valid elections for the Immediate Capital
Option, it is expected that each such B Share would be redeemed by the Company
for £1.40 by 8 July 2011 and cancelled by the Company on redemption. It is
expected that the redemption proceeds would be sent to relevant shareholders by
14 July 2011.

Where C Shares are issued to satisfy valid elections for the Immediate Capital
Option, such C Shares will not have the Single C Share Dividend paid on them.
Instead, it is expected that J.P. Morgan Cazenove, acting as principal (and not
as agent, nominee or trustee), will purchase such C Shares by 8 July 2011,
under an offer expected to be made by J.P. Morgan Cazenove (the "Purchase
Offer"), for £1.40 per C Share, free and clear of all dealing expenses and
commissions, with the proceeds of such sale being sent to relevant shareholders
by 14 July 2011. Any such C Shares purchased by J.P. Morgan Cazenove under the
Purchase Offer would, in turn, be purchased by the Company from J.P. Morgan
Cazenove and then cancelled.

The making of the Purchase Offer is subject to certain conditions as explained
further in Part V of the B/C Share Scheme Circular.

Alternative 3 - Deferred Capital Option

For shares validly elected to the Deferred Capital Option, a shareholder will
receive one B Share for each corresponding Existing Ordinary Share held at the
Record Time.

Each B Share issued under the Deferred Capital Option is expected to be
redeemed by the Company for £1.40 between 9 April and 20 April 2012 with
redemption proceeds expected to be sent to relevant shareholders shortly
following such redemption. Each such B Share will be cancelled on redemption.

There is a maximum limit on the number of B Shares which will be issued (as
explained further in Part V of the B/C Share Scheme Circular). Although this is
considered highly unlikely, if there are insufficient B Shares available to
satisfy valid elections made for the Deferred Capital Option, the Company will
issue C Shares proportionately among such elections. To that extent,
Shareholders would not be able to defer the receipt of their proceeds of the B/
C Share Scheme.

Each C Share issued under the Deferred Capital Option is expected to be
purchased by J.P. Morgan Cazenove, acting as principal (and not as agent,
nominee or trustee), under the Purchase Offer by 8 July 2011 for £1.40 per C
Share, free and clear of all dealing expenses and commissions, and cash is
expected to be delivered by or on behalf of J.P. Morgan Cazenove in respect of
such purchased C Shares by the earlier date of 14 July 2011 in the same way as
under the Immediate Capital Option. These arrangements are further described in
Part V of the B/C Share Scheme Circular.

Information relating to the B Shares, C Shares and Deferred Shares

None of the B Shares, C Shares or the Deferred Shares will be admitted to the
Official List of the Financial Services Authority or to trading on the London
Stock Exchange's main market for listed securities, nor will the B Shares, C
Shares or Deferred Shares be listed or admitted to trading on any other
recognised investment exchange. The B Shares, C Shares and Deferred Shares will
have limited rights. The rights and restrictions attached to the B Shares, C
Shares and the Deferred Shares are set out more fully in Parts VII, VIII and IX
of the B/C Share Scheme Circular respectively.

Expected timetable of principal events

                                                2011                           
                                                                               
Latest time and date for receipt of Forms of    12:00 p.m. on 28 June          
Proxy and CREST Proxy Instructions for the                                     
General Meeting                                                                
                                                                               
General Meeting                                 12:00 p.m. on 30 June          
                                                                               
Election Deadline: latest time and date for     4.30 p.m. on 1 July            
receipt of Forms of Election or TTE                                            
Instructions from CREST holders in relation                                    
to the Share Alternatives                                                      
                                                                               
Latest time and date for dealings in            4.30 p.m. on 1 July            
Existing Ordinary Shares                                                       
                                                                               
Record Time for the Share Capital               6.00 p.m. on 1 July            
Consolidation and entitlement to B Shares                                      
and/or C Shares. Existing Ordinary Share                                       
register closed and Existing Ordinary Shares                                   
disabled in CREST                                                              
                                                                               
Cancellation of trading of Existing Ordinary    8.00 a.m. on 4 July            
Shares. New Ordinary Shares admitted to the                                    
Official List and to trading on the London                                     
Stock Exchange's main market for listed                                        
securities. Dealings commence in New                                           
Ordinary Shares                                                                
                                                                               
CREST accounts credited with New Ordinary       Approximately 8.00 a.m. on 4   
Shares and B Shares issued pursuant to the      July                           
Deferred Capital Option                                                        
                                                                               
Single C Share Dividend becomes payable on C    By 8 July                      
Shares issued pursuant to the Income Option                                    
and these C Shares automatically reclassify                                    
as Deferred Shares                                                             
                                                                               
Redemption of B Shares issued pursuant to       By 8 July                      
the Immediate Capital Option                                                   
                                                                               
J.P. Morgan Cazenove makes the Purchase         By 8 July                      
Offer for C Shares issued pursuant to the                                      
Immediate Capital Option and/or the Deferred                                   
Capital Option, if applicable, by means of                                     
an announcement through a Regulatory                                           
Information Service                                                            
                                                                               
Despatch of cheques, or payment by BACS to      By 14 July                     
mandated Sterling bank accounts, in respect                                    
of proceeds under the Income Option                                            
                                                                               
Despatch of cheques or, if held in CREST,       By 14 July                     
CREST accounts credited in respect of                                          
proceeds under the Immediate Capital Option                                    
                                                                               
Despatch of share certificates in respect of    By 14 July                     
(i) New Ordinary Shares and (ii) B Shares                                      
issued in respect of elections for the                                         
Deferred Capital Option and, if applicable,                                    
despatch of cheques and CREST accounts                                         
credited in respect of fractional                                              
entitlements                                                                   
                                                                               
Redemption of B Shares under the Deferred       Between 9 April and 20 April   
Capital Option                                  2012                           

Notes:

(1) The above dates and times are based on Wood Group's expectations. If any of
the above times and/or dates change, the revised times and/or dates will be
notified to shareholders by an announcement through a Regulatory Information
Service.

(2) All references in the above timetable are to London times unless otherwise
stated.

(3) All events in the above timetable following the holding of the General
Meeting are conditional on the passing of Resolutions 1 and 2 at such meeting
and, in the case of events following Admission, are conditional on Admission
occurring.

(4) Capitalised terms used in the above timetable (including the notes to it)
and not otherwise defined in this announcement shall have the meaning given to
them in the B/C Share Scheme Circular.

Full terms and conditions of the B/C Share Scheme

Full terms and conditions of the B/C Share Scheme will be contained in the B/C
Share Scheme Circular, due to be posted to shareholders later today.
Shareholders should read the B/C Share Scheme Circular as a whole.

Share Capital Consolidation

As part of the B/C Share Scheme, the Company proposes to undertake the Share
Capital Consolidation. The purpose of the Share Capital Consolidation is to
seek to ensure that, subject to market fluctuations, the market price of each
New Ordinary Share immediately following admission of the New Ordinary Shares
to the Official List of the Financial Services Authority and to trading on the
London Stock Exchange ("Admission") is approximately the same as the market
price of each Existing Ordinary Share immediately beforehand. The Share Capital
Consolidation should also allow historical and future financial information in
relation to the Company to be compared on a per-share basis before and after
the B/C Share Scheme.

The cash proposed to be returned pursuant to the B/C Share Scheme represents
approximately 21.9 per cent. of the Company's market capitalisation at 10 June
2011 (based on the closing middle market price of 638.5 pence per Existing
Ordinary Share on that date, being the date on which the Share Capital
Consolidation ratio was determined). As a result of the Share Capital
Consolidation, the number of ordinary shares in issue will be reduced by a
broadly equivalent percentage, with shareholders receiving 7 New Ordinary
Shares for every 9 Existing Ordinary Shares held at the Record Time.

The New Ordinary Shares will, subject to Admission, be traded on the London
Stock Exchange's main market for listed securities and will be equivalent in
all material respects to Existing Ordinary Shares. After the B/C Share Scheme,
shareholders will own the same proportion of the Company as they did
immediately beforehand, subject to fractional entitlements and to any dilution
as a result of issues of New Ordinary Shares to the Company's employee benefit
trusts.

Tax

A guide to certain UK tax consequences of the B/C Share Scheme under current UK
law and HM Revenue & Customs' practice and a summary of certain US tax
consequences of the Income Option for shareholders under current US tax law
will be contained in the B/C Share Scheme Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK or the
US, or who are in any doubt as to the potential tax consequences of the B/C
Share Scheme, should consult an appropriate professional adviser.

Recommendation and Directors' intentions

Wood Group's board of directors ("the Board"), which has received financial
advice from J.P. Morgan Cazenove and Credit Suisse, considers the B/C Share
Scheme and the proposed shareholder resolutions set out in the Circular to be
in the best interests of shareholders as a whole. In providing their advice,
J.P. Morgan Cazenove and Credit Suisse have relied on the Board's commercial
assessments.

Accordingly, the Board recommends that shareholders vote in favour of the
resolutions to be proposed at the General Meeting as the Directors intend to do
for their respective individual beneficial holdings of, in aggregate,
31,461,603 Existing Ordinary Shares, representing approximately 6.6 per cent.
of the total issued share capital of the Company as at 10 June 2011.

The Board makes no recommendation to shareholders in relation to elections for
the B/C Share Scheme itself. Shareholders need to take their own decision in
this regard and are recommended to consult their own independent professional
adviser.

Enquiries:

Wood Group

Alan Semple, Group Finance Director

Nick Gilman or Andrew Rose, Communications & Investor Relations

Tel: [phone]

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)

Michael Wentworth-Stanley

Robert Constant

Tel: [phone]

Credit Suisse (Financial Adviser and Corporate Broker)

James Leigh-Pemberton

Tristan Lovegrove

Tel: [phone]

Brunswick (Public Relations)

Patrick Handley

Nina Coad

Tel: [phone]

Equiniti Shareholder Helpline

Tel: [phone] (or [phone] for calls made from outside the UK)

The helpline is available between the hours of 8.30 a.m. and 5.30 p.m. Monday
to Friday (except UK public holidays). Please note that calls to the
Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384
2927 are charged at 8 pence per minute from a BT landline (excluding VAT).
Other service providers' costs may vary. Calls to [phone] from outside
the UK are chargeable at applicable international rates.

Cautionary Statements

This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Wood Group shares
or other securities.

None of the B Shares, C Shares, Deferred Shares nor the New Ordinary Shares
referred to in the B/C Share Scheme Circular have been or will be registered
under the US Securities Act of 1933, as amended (the "US Securities Act") or
the state securities laws of the United States and none of them may be offered
or sold in the United States or to any U.S. persons unless pursuant to a
transaction that has been registered under the US Securities Act and the
relevant state securities laws or a transaction that is not subject to the
registration requirements of the US Securities Act and the state securities
laws, either due to an exemption therefrom or otherwise.

None of the B Shares, C Shares, Deferred Shares, New Ordinary Shares (each as
defined in the B/C Share Scheme Circular) nor the B/C Share Scheme Circular has
been approved, disapproved or otherwise recommended by any US federal or state
securities commission or other regulatory authority or any non-US securities
commission or regulatory authority nor have such authorities passed upon or
endorsed the merits of this offering or confirmed the accuracy or determined
the adequacy of the B/C Share Scheme Circular. Any representation to the
contrary is a criminal offence in the United States.

This announcement contains (or may contain) certain forward-looking statements
with respect to Wood Group's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to change
without notice and, except as required by applicable law, neither Wood Group,
J.P. Morgan Securities Ltd. (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") nor Credit Suisse
Securities (Europe) Limited ("Credit Suisse") assumes any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.

J.P. Morgan Cazenove and Credit Suisse, each of which is regulated in the
United Kingdom by the Financial Services Authority, are each acting as broker
and financial adviser solely for the Company in relation to the B/C Share
Scheme and nobody else and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of J.P. Morgan
Cazenove and Credit Suisse respectively nor for providing advice in relation to
the B/C Share Scheme or any other matter referred to in this announcement or
the B/C Share Scheme Circular.

This announcement has been issued by, and is the sole responsibility of, the
Company.

Apart from the responsibilities and liabilities, if any, which may be imposed
upon J.P. Morgan Cazenove or Credit Suisse by the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder, none of J.P.
Morgan Cazenove and Credit Suisse accepts any responsibility whatsoever or
makes any representation or warranty, express or implied, concerning the
contents of this announcement, including its accuracy, completeness or
verification, or concerning any other statement made or purported to be made by
it, or on its behalf, in connection with the Company or the B/C Share Scheme
and nothing in this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future. Each of J.P.
Morgan Cazenove and Credit Suisse 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 herein) which it might
otherwise have in respect of this announcement or any such statement.