Rule 2.10 Announcement

John Wood Group PLC
3 May 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

3 May 2017

Recommended All-Share Offer for Amec Foster Wheeler plc (“Amec Foster Wheeler”) by John Wood Group PLC (“Wood Group”)

Disclosure under Rule 2.10 of the City Code on Takeovers and Mergers

On 13 March 2017, Wood Group announced the terms of its recommended all-share offer for the entire issued and to be issued share capital in Amec Foster Wheeler (the “Offer Announcement”). Capitalised terms used in this announcement shall, except where defined in this announcement or where the context requires otherwise, have the meanings given to them in the Offer Announcement.

As set out in the Offer Announcement, Wood Group originally received irrevocable undertakings from those Amec Foster Wheeler Directors holding Amec Foster Wheeler Shares, being Colin Day, John Connolly, Ian McHoul, Stephanie Newby, Kent Masters and Linda Adamany (the "Relevant Directors") in respect of their entire beneficial holdings of, in aggregate, 543,175 Amec Foster Wheeler Shares (the "Committed Shares") (the “Original Irrevocable Undertakings”).

Under the terms of the Original Irrevocable Undertakings, the Relevant Directors: (i) irrevocably undertook, amongst other things, to exercise all voting rights attaching to the Committed Shares in favour of the Scheme and on any resolution proposed in connection with the approval of the Scheme at the Amec Foster Wheeler Meetings; and (ii) expressed their intention irrevocably to undertake, immediately following the announcement by Amec Foster Wheeler of its results for the year ended 31 December 2016 (the “2016 Results”), to accept or procure the acceptance of the Offer (in the event that the Combination is to be implemented by way of an Offer) in respect of the Committed Shares.

Pursuant to the announcement by Amec Foster Wheeler of its 2016 Results, the Original Irrevocable Undertakings were terminated and replaced by new irrevocable undertakings given by the Relevant Directors on 2 May 2017 (the “New Irrevocable Undertakings”) in which, in accordance with the statements of intention expressed in the Original Irrevocable Undertakings, the Relevant Directors have irrevocably undertaken to accept or procure the acceptance of an Offer in respect of the Committed Shares, in the event that the Combination is implemented by way of an Offer.  The New Irrevocable Undertakings are otherwise on substantially the same terms as the Original Irrevocable Undertakings.

The New Irrevocable Undertakings shall cease to have any effect: (i) if Wood Group announces, with the consent of the Panel, and before the Scheme Document is published, that it does not intend to proceed with the Combination and no new, revised or replacement Scheme is announced by Wood Group in accordance with Rule 2.7 of the City Code; or (ii) on the earlier of (a) the Long Stop Date; or (b) the date on which the Combination is withdrawn or lapses in accordance with its terms (except where the Combination is withdrawn or lapses as a result of Wood Group exercising its right to implement the Combination by way of an Offer in accordance with the City Code rather than by way of a Scheme, or vice versa).

Enquiries:

Wood Group
Bill Setter, Group Financial Controller and Company Secretary     Tel: [phone]

J.P. Morgan Cazenove (financial adviser and corporate broker to Wood Group)
Michael Wentworth-Stanley / Dag Skattum                                  Tel: [phone]

Richard Perelman / James Robinson

Credit Suisse (financial adviser and corporate broker to Wood Group)
Jonathan Grundy / John Hannaford                                            Tel: [phone]
James Peterkin / Joe Hannon

Brunswick (Public Relations Adviser to Wood Group)
Patrick Handley                                                                         Tel: [phone]

Important Notices

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for or otherwise acquire or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise, nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  The Combination will be made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy, will contain the full terms and conditions of the Combination, including details of how to vote in respect of the Combination.  Any vote in respect of resolutions to be proposed at the Amec Foster Wheeler General Meeting or the Wood Group General Meeting to approve the Combination, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document, the Prospectus and, in the case of Wood Group Shareholders, the Circular.

This announcement does not constitute a prospectus or prospectus equivalent document.

The Combination will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority.

Please be aware that addresses, electronic addresses and certain other information provided by Amec Foster Wheeler Shareholders, persons with information rights and other relevant persons for the receipt of communications from Amec Foster Wheeler may be provided to Wood Group during the offer period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c).

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Amec Foster Wheeler Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Combination disclaim any responsibility or liability for any violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Unless otherwise determined by Wood Group or required by the City Code, and permitted by applicable law and regulation, the Combination will not be made available directly or indirectly in, into or from any Restricted Jurisdiction or where to do so would violate the laws of a jurisdiction, and the Combination will not be capable of acceptance from or within a Restricted Jurisdiction.

Copies of this announcement and any documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and any documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

If the Combination is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of New Wood Group Shares under the Combination to Amec Foster Wheeler Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

The New Wood Group Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any restricted overseas persons (being any Amec Foster Wheeler Shareholders resident in, or nation or citizens of, Restricted Jurisdictions or who are nominees or custodians, trustees or guardians for, citizens, residents or nationals of such Restricted Jurisdictions) except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions. Further details in relation to any Amec Foster Wheeler Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, will be contained in the Scheme Document.

Additional information for US investors

Notice to US investors in Amec Foster Wheeler: the Combination relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act, and it is expected that any New Wood Group Shares to be issued pursuant to the Scheme to Amec Foster Wheeler Shareholders would be issued in reliance upon the exemption from the registration requirements under the US Securities Act, provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of Rule 144 of the US Securities Act) of Amec Foster Wheeler or Wood Group prior to, or of Wood Group after, the Effective Date, will be subject to certain transfer restrictions relating to the New Wood Group Shares received in connection with the Combination. Accordingly, the Combination is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules and the US Securities Act. If, in the future, Wood Group exercises the right to implement the Combination by way of a takeover offer and determines to extend the offer into the United States, the Combination will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US holder for the transfer of its Amec Foster Wheeler Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Amec Foster Wheeler Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Combination applicable to him.

It may be difficult for US holders of Amec Foster Wheeler Shares to enforce their rights and any claim arising out of the US federal laws, since Wood Group and Amec Foster Wheeler are located primarily in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Amec Foster Wheeler Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

Securities issued pursuant to the Scheme will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities laws of such state.

For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, Amec Foster Wheeler will advise the Court that its sanctioning of the Scheme will be relied on by Wood Group as an approval of the Scheme following a hearing on its fairness to Amec Foster Wheeler Shareholders, at which Court hearing all Amec Foster Wheeler Shareholders are entitled to attend in person or though counsel to support or oppose the sanctioning of the Scheme and with respect to which notification will be given to all such holders.

In accordance with normal UK practice and, if applicable, pursuant to Rule 14e-5(b) of the US Exchange Act, Wood Group or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Amec Foster Wheeler Shares outside of the US, other than pursuant to the Combination, until the date on which the Scheme becomes effective or lapses or is otherwise withdrawn. In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, J.P. Morgan Cazenove and Credit Suisse, while serving as financial advisers and brokers to Wood Group, will each continue to act as exempt principal traders in Amec Foster Wheeler shares on the London Stock Exchange. These purchases and activities by exempt principal traders, which may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and are required to be made public in the United Kingdom pursuant to the City Code, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Publication on website and availability of hard copies

A copy of the New Irrevocable Undertakings and this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Wood Group’s website (www.woodgroup.com) by no later than 12 noon (London time) on 3 May 2017. For the avoidance of doubt, the content of that website is not incorporated into and does not form part of this announcement.

Wood Group Shareholders may request a hard copy of this announcement by: (i) contacting Equiniti during business hours on 0371 384 2649 if calling from the United Kingdom, or [phone] if calling from outside the United Kingdom (lines are open from 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales))? or (ii) by submitting a request in writing to Equiniti at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. Wood Group Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

J.P. Morgan Cazenove

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting exclusively for Wood Group and no one else in connection with the Combination and the matters set out in this announcement and will not be responsible to anyone other than Wood Group for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Combination or any other matters referred to in this announcement.

Credit Suisse

Credit Suisse International (“Credit Suisse”), which is authorised by the PRA and regulated by the FCA and PRA in the United Kingdom, is acting as financial adviser exclusively for Wood Group and no one else in connection with the Combination and the matters set out in this announcement and will not be responsible to anyone other than Wood Group for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the Combination, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.