John Wood Group PLC

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares in John Wood Group PLC (‘Wood Group’ or the ‘Company’), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. 2 John Wood Group PLC

12 April 2013

To: Wood Group shareholders and, for information only, the holders of options under the Wood Group executive share option schemes.

Dear Shareholder,

2012 Annual Report and 2013 Annual General Meeting I am pleased to enclose our 2012 Annual Report. You will also find enclosed the formal notice of our Annual General Meeting (‘AGM’) which is to be held at 15 Justice Mill Lane, Aberdeen AB11 6EQ, Scotland on Wednesday, 15 May 2013 at 11am.

A limited number of reserved parking spaces will be available to shareholders, with priority being given to those with impaired mobility or other special needs. If you require a space to be reserved for you, this should be booked in advance by telephoning 01224 373771 or e-mailing [email protected]. Instructions on parking arrangements will then be sent to you.

Safety and Assurance is our top priority. If attending the AGM, you are requested to arrive in good time to view a building safety presentation of approximately 5 minutes duration. The meeting will commence promptly at 11am.

Shareholders will find enclosed a form of proxy for use in connection with the AGM. Whether or not you intend to be present at the AGM, you are requested to complete and return the form of proxy to the Company’s Registrars, Equiniti Limited, Freepost SEA 10850, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZR. Alternatively, if you have registered for electronic communication, complete it online via your Portfolio at www.shareview.co.uk, or if you have not registered for electronic communication, at www.sharevote.co.uk. The form of proxy should arrive as soon as possible and in any event not later than 48 hours before the time fixed for the AGM. Completion and return of a form of proxy will not prevent you from attending the AGM and voting in person. CREST members may appoint a proxy or proxies through the CREST electronic proxy appointment service. Further instructions relating to the form of proxy are set out in the notice of the AGM.

All of our directors offer themselves for election or re-election at the AGM. I therefore ask you to support the election and re-election of the directors at the AGM.

An explanation of the various resolutions to be voted on at the AGM is set in the following pages of this document. I would specifically draw your attention to resolution 20, and to the explanation in the Appendix to this letter which contains details of the Long Term Plan for employee retention and remuneration.

Recommendation The directors consider that all the resolutions set out in the notice of the AGM are in the best interests of the Company and its shareholders as a whole and recommend that shareholders vote in favour of all the resolutions.

Yours faithfully

Allister G Langlands Chairman

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EXPLANATORY NOTES TO BUSINESS OF THE AGM

Ordinary Resolutions

Resolutions 1 to 20 are all to be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 1 – to receive the Annual Report and Financial Statements for 2012 For each financial year the directors must present the Directors’ Report, the audited Financial Statements, the auditable part of the Directors’ Remuneration Report and the Independent Auditors’ Report to shareholders at a General Meeting.

Resolution 2 – to declare a final dividend of 11.3 US cents per share

Resolution 3 – to approve the Directors’ Remuneration Report In accordance with section 439 of the Companies Act 2006 (the “Act”), shareholders are invited to vote on the Directors’ Remuneration Report which may be found in the Annual Report. This resolution is advisory and no entitlement to remuneration is conditional on the resolution being passed.

Resolutions 4-16 (inclusive) – election and re-election of Directors The UK Corporate Governance Code recommends that all directors stand for annual election, therefore all directors will seek (re)election at this year’s AGM.

The Chairman is satisfied that, following formal performance evaluation, each of the directors continues to perform effectively and demonstrates commitment to their role including commitment of time for board and committee meetings and other duties required of them. Led by the Senior Independent Director, the non-executive directors met without the Chairman present to consider his performance and are satisfied that he continues to perform effectively and demonstrates commitment to the board, including commitment of time for board and committee meetings and his other duties.

Further details of the board’s rationale for the appointment of Allister Langlands as Chairman following the retirement of Sir Ian Wood and of the shareholder consultation process undertaken are set out on page 27 of the Annual Report.

The non-executive directors’ letters of appointment and executive directors’ service contracts are available for inspection as specified in Note 17 of the AGM notice. 4 John Wood Group PLC

A short biography of each of the directors seeking election or re-election is set out below:

Allister Langlands Chairman since November 2012, formerly CEO since January 2007 and Deputy CEO from 1999. Served as Group Finance Director from 1991 to 2000. Prior to joining Wood Group was a partner with Coopers & Lybrand Deloitte (now PricewaterhouseCoopers LLP). Chair of the Nomination Committee.

Bob Keiller Group CEO since November 2012, formerly Chief Executive of Wood Group PSN since April 2011 and CEO of Production Services Network prior to its acquisition by Wood Group. Previously chairman of the Offshore Contractors Association, the Helicopter Issues Task Group, the Entrepreneurial Exchange and Co-Chair of Oil & Gas UK. Will join the Board’s new Safety & Assurance Committee.

Alan Semple CFO since 2000. Served as Finance Director for the Well Support business (sold in 2011) from 1997 to 2000. Prior to joining Wood Group was Finance Director of GRT Bus Group PLC, now part of FirstGroup plc, a transportation company. From 1987 to 1994 was Finance Director of Seaforth Maritime Group Limited, an energy services company.

Mike Straughen Chief Executive of Wood Group Engineering since 2007. Previously with AMEC plc for 25 years, latterly as Group Managing Director responsible for UK activities across all sectors, including Global Oil & Gas. Currently also serves as a board member of both the Scottish Energy Advisory Board and the Energy Technology Partnership, Industrial Advisory Board.

Mark Dobler Chief Executive of Wood Group GTS since July 2012. Served as President of Wood Group’s Power Solutions business from 2006 to 2012, having joined the GTS division in 2002. Prior to joining Wood Group was Vice President, Operations for Enron and President of Operational Energy Corporation.

Robin Watson Chief Executive of Wood Group PSN since January 2013. Previously Managing Director of Wood Group PSN in the UK, having joined Wood Group in 2010. Prior to joining Wood Group served in a variety of leadership and management positions with Petrofac and Mobil. Serves as non-executive director of Oil & Gas UK, the Oil & Gas UK Contractors Council and the Scottish Business Board. Work Group Co-Chair on the Step Change in Safety Leadership Team.

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Ian Marchant Non-executive Director since 2006 and Senior Independent Director since May 2012. Chief Executive of SSE plc, Chairman of the 2020 Climate Group in Scotland and non-executive director of Maggie’s Cancer Centres. Also a member of the Council of the Energy Institute, Ofgem’s Environmental Advisory Group and the Energy Research Partnership. Chair of the Audit Committee and member of the Nomination Committee.

Michel Contie Non-executive Director since 2010. Formerly with Total for 35 years in a variety of senior positions, latterly as a member of the Total E&P Management Committee. He has been president of UKOOA (UK Offshore Operators Association) and currently sits on the Management Committee of the International Oil and Gas Producers’ Association. He is also a non-executive director of Expro International Group Holdings Ltd and Oryx Petroleum Company PLC. Member of the Remuneration and Nomination Committees and will join the Board’s new Safety & Assurance Committee.

Neil Smith Non-executive Director since November 2004. President & Chief Executive Officer of InterGen, a global power generation company. Previously held numerous positions within InterGen, including President & Chief Operating Officer. Member of the Remuneration and Nomination Committees.

Jeremy Wilson Non-executive Director since August 2011. Vice Chairman of J.P. Morgan’s Energy Group. Joined J.P. Morgan in 1987 and was involved with several prominent energy sector mergers and acquisitions. Appointed Managing Director of J.P. Morgan in 1999 and, after various management positions, became the co-head of the global Natural Resources and Diversified Industrials group in 2009. Member of the Remuneration and Nomination Committees.

David Woodward Non-executive Director since 2007. Currently Senior Management Adviser of Mubadala, Petroleum LLC, a wholly owned subsidiary of Mubadala Development Company, a leading business development and investment company based in Abu Dhabi. Previously with BP for 36 years, latterly as President of BP Azerbaijan. In 2006 he was awarded the CMG for services to the international oil industry. Chair of the Remuneration Committee and member of the Audit and Nomination Committees.

Thomas Botts Non-executive Director since January 2013. Formerly with Shell for 35 years, latterly as Global head of Shell’s manufacturing business. He is a non-executive director of EnPro Industries, Inc., and is a member of Council at the Jones Graduate School of Business. Member of the Nomination Committee and will Chair the Board’s new Safety & Assurance Committee.

Mary Shafer-Malicki Non-executive Director since June 2012. Worked for Amoco and BP for 26 years, latterly a Senior Vice President and CEO for BP Angola, with previous appointments in Vietnam, Aberdeen, Holland and the USA, principally in upstream activities. She is currently a non-executive director of McDermott International, Inc. and of Ausenco Limited and is a member of industry councils at Oklahoma State University and the University of Wyoming. Member of the Nomination and Audit Committees and will join the Board’s new Safety & Assurance Committee. 6 John Wood Group PLC

Resolutions 17 and 18 - to re-appoint and deal with the remuneration of the auditors At every General Meeting at which accounts are presented to shareholders, the Company is required to appoint auditors to serve until the next such meeting. PricewaterhouseCoopers LLP have indicated that they are willing to continue as the Company’s auditors for another year. The Board is recommending that shareholders re-appoint PricewaterhouseCoopers LLP as auditors to the Company until the conclusion of the next AGM and, following normal practice, authorise the Directors to determine their remuneration.

Resolution 19 - to authorise the directors to allot shares This resolution, if passed, would give the Directors general authority to allot shares in the capital of the Company. Paragraph (a) of resolution 19 would give the directors the authority to allot shares up to an aggregate nominal amount of £5,331,076 (representing 124,391,794 2 ordinary shares of 4 ⁄7 pence each) being approximately one-third of the issued ordinary share capital of the Company as at 31 March 2013 (the last practicable date prior to the publication of this notice). In line with guidance issued by the Association of British Insurers, paragraph (b) of resolution 19 would give the Directors the authority to allot shares in connection with a rights issue in favour of ordinary shareholders 2 up to an aggregate nominal amount equal to £10,662,153 (representing 248,783,589 ordinary shares of 4 ⁄7 pence each), as reduced by the nominal amount of any shares issued under paragraph (a) of resolution 19. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 31 March 2013 (the latest practicable date prior to the publication of this notice).

There is no present intention to exercise either of the authorities sought under this resolution, which will expire 15 months after the passing of this resolution, or, if earlier, at the conclusion of the AGM of the Company in 2014.

Should any decision be made by the Board to allot shares under the authorities sought under this resolution, it would be the intention of the Directors to follow the guidance issued by the ABI in relation to the exercise of such authorities. In accordance with this guidance, all Directors wishing to remain in office would be expected to seek re-election at the next AGM if the aggregate actual usage of these authorities exceeds one third of the nominal value of the issued ordinary share capital of the Company and also, where there is an issuance in whole or part by way of a fully pre-emptive rights issue, the monetary proceeds exceed one third of the Company’s pre-issue market capitalisation.

The Company does not hold any shares in Treasury. As at 31 March 2013 the Company’s issued share capital consists of 373,175,384 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 31 March 2013 are 373,175,384.

Resolution 20 – Approval of the Long Term Plan

As our existing Long Term Incentive Plan (LTIP) and Long Term Retention Plans (LTRP) expire, it is proposed that participants under these plans and also under the existing Long Term Cash Incentive Plan (LTCIP) will receive awards under a single new plan, the Long Term Plan (LTP). The combination of three schemes into one will simplify our long term remuneration arrangements. Under the LTP there will be an increase in the use of share based awards, while the total number of key employees receiving discretionary long term awards and therefore the overall cost to the Company will be broadly unchanged. We will also continue to operate within the ABI’s dilution guidelines, which limit awards granted under discretionary share plans to 5% of share capital over any 10 year period.

Our objective continues to be the provision of a remuneration package to attract, retain and incentivise executive directors and senior management, which is competitive with broadly comparable companies. We do this through a balance of fixed and variable pay, which we intend will result in total remuneration around the market median for target performance and approaching top quartile for exceptional performance.

The Remuneration Committee remains satisfied that the features of the existing plans continue to be appropriate; therefore, the new plan will retain many of the same features of the previous plans with some additional elements introduced to ensure the arrangements are consistent with current best practice. Two distinct award types will be made under the LTP. Awards to c.110-120 former LTIP and LTCIP participants, which includes executive directors, senior executives and senior managers, will be made on broadly the same basis under the LTP as historic awards were made under the LTIP. Awards to c.250 managers will be made under the LTP on broadly the same basis as historic awards were made under the LTRP.

Deloitte LLP has been consulted and retained by the Remuneration Committee as an independent Remuneration Consultant to provide advice on current best practice and the proposed changes in our remuneration approach.

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A summary of the terms of the LTP are set out in the appendix to this letter and copies of the LTP rules may be inspected at the registered office of the Company during normal business hours on week days up to and including the day of the AGM and at the venue for the meeting from half an hour before the time fixed for the meeting until the conclusion of the meeting.

Special Resolutions

Resolutions 21 – 23 (inclusive) will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 21 – to disapply statutory pre-emption rights If shares are to be allotted or treasury shares sold for cash, the Act requires that those shares be offered first to existing shareholders in proportion to the number of shares that they hold. However, it may sometimes be in the interests of the Company for the directors to allot shares or sell treasury shares for cash other than to shareholders in proportion to their existing holdings. This resolution allows the directors to do that in certain circumstances. The disapplication is limited to allotments or sales in connection with rights issues or other pre-emptive 2 offers, or otherwise to allotments up to an aggregate nominal amount of £799,661 (representing 18,658,769 ordinary shares of 4 ⁄7 pence each) being approximately 5% of the issued share capital as at 31 March 2013, the last practicable date prior to the publication of this notice. In respect of this aggregate nominal amount, the directors confirm their intention to follow the provisions of the Pre-Emption Group’s Statement of Principles regarding cumulative usage of authorities within a rolling 3-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.

There is no present intention to use the authority requested in terms of this resolution which will expire 15 months after the passing of this resolution, or, if earlier, at the conclusion of the AGM of the Company to be held in 2014.

Resolution 22 – to authorise the directors to make market purchases Changes in stock market conditions and/or interest rates may mean that purchases by the Company of its own shares could result in higher earnings per share for those shareholders who retain their shares in the Company. Purchases of shares will only be made in this way after considering the effect on earnings per share and the best interests of shareholders generally, and after taking account of other investment opportunities, the level of borrowings and the Group’s overall financial position.

This resolution gives the directors authority to purchase up to 37,317,538 shares, representing approximately 10% of the Company’s issued share capital as at 31 March 2013, through market purchases on the London Stock Exchange. The maximum price which may be paid on any exercise of the authority will be the higher of (i) 105% of the average market value of the Company’s shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock 2 Exchange Official List at the time the purchase is carried out. The minimum price to be paid on the exercise of the authority would be 4 ⁄7 pence, being the nominal value of an ordinary share. This authority will expire 15 months after the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company to be held in 2014. Shares purchased under this authority may be held by the Company as treasury shares, within limits allowed by law. The directors may dispose of treasury shares in accordance with authority granted by the shareholders in general meeting.

As at 31 March 2013 there were 15,215,271 options to subscribe for ordinary shares in the Company that were outstanding. This represents 4.08% of issued share capital. In the event that all 37,317,538 shares are purchased in accordance with Resolution 22, the number of outstanding share options will represent 4.53% of the revised issued share capital of the Company (assuming no further shares are allotted).

Resolution 23 – to authorise the Company to call general meetings on 14 days’ notice The Company is currently able to call general meetings (other than AGMs) on giving 14 clear days’ notice to its shareholders. At the AGM in 2012 a special resolution was passed to maintain this right, however this resolution needs to be renewed annually. In order to maintain flexibility to call meetings and in common with most other public companies, we are proposing a resolution to preserve the Company’s ability to call general meetings (other than AGMs) on giving 14 clear days’ notice to its shareholders. The Company does not intend to use this authority as a matter of routine. The Company envisages that this authority would only be used where a shorter notice period would, in the Board’s opinion, be merited in the interests of shareholders as a whole. Shareholders should note that, in order to call a general meeting on less than 21 clear days’ notice, the Company is required to provide a means for all shareholders to vote electronically at that meeting. 8 John Wood Group PLC

APPENDIX

EXPLANATORY NOTES – JOHN WOOD GROUP PLC LONG TERM PLAN

(i) The John Wood Group PLC Long Term Plan (‘LTP’)

Status

The LTP is a discretionary share plan. Under the LTP, eligible employees may be granted: (a) options over shares (‘Shares’) in the Company with a nil or nominal exercise price (‘Options’); and/or (b) conditional awards (i.e. a right to receive free Shares) (‘Conditional Awards’ and, together with Options, ‘Awards’). No payment is required for the grant of an Award.

Eligibility

All employees (including executive directors) of the Company and its subsidiaries will be eligible for selection to participate in the LTP at the discretion of the board of the Company or its remuneration committee (the ‘Committee’).

Limits

The LTP may operate over new issue ordinary Shares, treasury ordinary Shares or ordinary Shares purchased in the market.

The rules of the LTP provide that, in any period of ten calendar years, not more than: (a) ten per cent. of the Company’s issued ordinary share capital may be allocated under the LTP and under any other employees’ share scheme adopted by the Company, and (b) five per cent. of the Company’s issued ordinary share capital may be allocated under the LTP and under any other discretionary employee share plan adopted by the Company. The Committee must not grant an Award which would on the day before the grant cause the limits to be exceeded.

Ordinary Shares issued out of treasury under the LTP will count towards these limits until this is no longer required under institutional shareholder guidelines and the Committee determines otherwise.

Grant of Awards

The Committee may grant Awards to eligible employees in its absolute discretion, subject to the rules of the LTP and upon such additional terms as the Committee may determine.

The Committee may grant Awards with a maximum total market value of up to 200 per cent. of annual base salary or, in exceptional circumstances, a maximum total market value of up to 250 per cent. of annual base salary. Subject to these limits, the Committee may, at its absolute discretion, adjust the number of shares comprised in an Award during the performance period to reflect a material amendment in a participant’s base salary following a significant change in the participant’s role and responsibilities.

Awards may be granted within 42 days of:

(a) the LTP being approved by shareholders of the Company in general meeting; (b) the dealing day after the announcement by the Company of its results for any period; or (c) at any other time that the Committee, at its discretion, may deem there are exceptional circumstances which justify the granting of Awards.

However, no Awards may be granted after 15 May, 2023.

Awards must not be transferred, assigned, charged or otherwise disposed of in any way, other than to the participant’s personal representatives in the event of his death. Awards lapse immediately if the participant is declared bankrupt. The benefits received under the LTP are not pensionable.

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Performance and other conditions

In the case of the Awards granted to executive directors the Committee will, and in the case of Awards granted to other individuals the Committee may, impose performance conditions on the vesting of Awards. The Committee may amend or substitute a performance condition if one or more events occur which causes the Committee to consider an amended or substituted performance condition more appropriate, provided that any changed performance condition will not be materially less difficult to satisfy.

The underlying measurement period for performance conditions will, unless the Committee determines otherwise, ordinarily comprise at least three financial years of the Company.

Malus

The Committee may decide, in circumstances in which it considers such action to be appropriate, at any time prior to the vesting of an Award: (a) that the number of Shares to which the Award relates shall be reduced; (b) to cancel that Award in respect of all Shares to which it relates; or (c) to impose further conditions on that Award. Circumstances in which the Committee may consider such action appropriate may include (but are not limited to): (a) a material misstatement of results; (b) material failure of risk management; (c) a serious breach of health and safety standards; and (d) cases of serious misconduct or fraud by the holder of the Award.

Vesting and exercise

Where Awards are granted subject to performance conditions, a deferral period will normally apply. Unless the Committee determines otherwise, the deferral period will be a period of at least 2 years from the date the Committee determines if and to what extent the performance condition has been met.

Awards subject to performance conditions will normally vest (subject to any performance conditions and operation of malus) with respect to 80 per cent. on the date the Committee determines the extent to which the conditions are met (the “First Vesting Date”), and with respect to the remaining 20 per cent. on the expiry of the deferral period.

Awards which are not subject to performance conditions will normally vest (subject to the operation of malus) on the fourth anniversary of the date of grant.

Generally, Options will be exercisable once they have vested for a period of 12 months from vesting, unless the Committee determines a longer period (not exceeding 5 years from vesting or, if shorter, ten years from the date of grant) will apply, after which time they will lapse.

Alternative settlement

At any time prior to the date on which all or part of an Award has vested or, in the case of an Option, been exercised, the Committee may determine that the participant will receive a cash sum in substitution for Shares. The cash sum will be equal to the market value of the Shares which would otherwise have been issued or transferred. For Conditional Awards market value will be determined on the vesting date and in the case of an Option market value will be determined on the date of exercise and reduced by the aggregate par value payable where applicable. 10 John Wood Group PLC

Cessation of employment

As a general rule, an unvested Award will lapse immediately upon a participant ceasing to be employed by or hold office with a member of the Company’s group.

However, if a participant so ceases because of his ill-health, injury or disability established to the satisfaction of the Committee; his employing company or the business for which he works being transferred out of the Company’s group, or in other circumstances at the discretion of the Committee (each a “Good Leaver Reason”), or because of his death, his Award will not lapse as set out below.

If a participant leaves for a Good Leaver Reason, Awards subject to a performance condition where the participant has held office or employment for the qualifying period (normally 18 months) and Awards not subject to a performance condition will vest on the usual vesting date or, if the Committee determines, as soon as practicable following the date of cessation. In both cases the extent to which the Awards vest will be determined by the Committee taking into account the satisfaction of any performance conditions at the vesting date (or the First Vesting Date for Awards with performance conditions) or where the Committee has determined that the Award will vest as soon as practicable after cessation at the date of cessation of office or employment and (unless the Committee decides otherwise) the period of time from the grant date to cessation of office or employment. Where Options vest in these circumstances they will be exercisable for twelve months from the date of vesting (or such other period as the Committee may determine), after which time the Options will lapse.

If a participant leaves for a Good Leaver Reason and has a vested Option, this may be exercised for 12 months from the date of cessation (or such other period as the Committee may decide), after which time it will lapse.

If a participant dies, if he holds unvested Awards which are not subject to performance conditions or holds unvested Awards which are subject to performance conditions and he has held office or employment for the whole of the qualifying period, those Awards will vest as soon as possible after the death. The extent to which an Award vests in such circumstances will be determined by the Committee taking into account the extent to which the performance condition has been satisfied at the date of death and, if the Committee so decides, the period of time from the grant date to the date of death. A vested Option may be exercised within 12 months of the date of death, after which time it will lapse.

Corporate events

In the event of a takeover of the Company (other than an internal re-organisation), Awards will vest early taking into account the extent that the performance and other conditions have been satisfied at that time and unless the Committee determines otherwise (or it is during a deferral period) taking into account the period of time from the date of grant to the date of the relevant event. Vested Options will be exercisable for one month from the date of the relevant event and will lapse at the end of such period.

In the event of an internal re-organisation or otherwise where the Committee decides, Awards may be replaced by equivalent Awards (in the opinion of the Committee) over shares in a different company.

In the event of a winding up of the Company the Committee will determine whether and to what extent unvested Awards will vest, taking into account the extent to which any performance condition has been satisfied at the date of the relevant event and, unless the Committee determines otherwise, (or it is in a deferral period) the period of time from the grant date to the relevant event. The Committee will also determine the period during which a vested Option may be exercised and the Option will lapse at the end of such period.

If the Company is affected by a demerger, delisting, special dividend or other corporate event which, in the opinion of the Committee, may affect the current or future value of Shares, the Committee may determine that an Award will vest conditional on the event occurring. In such circumstances the Award will vest taking into account the extent to which any performance conditions have been satisfied and, unless the Committee determines otherwise (and except where the event occurs in a deferral period), the period of time from the date of grant to the relevant event. The period for exercise will be determined by the Committee and the Award will lapse at the end of such period.

Variation of capital

If there is a variation of share capital of the Company, or in the event of a demerger, delisting, special dividend or other event which may, in the opinion of the Committee, affect the current or future value of Shares, the number of Shares subject to the Award may be adjusted in such manner as the Committee determines. The Committee may also adjust any performance condition.

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Dividend equivalents

Awards subject to performance conditions, unless the Committee determines otherwise, will be granted on the basis that the number of Shares to which the Award relates shall be increased by deeming any dividends paid between the date of grant and vesting on Shares in respect of which the Award vests, to have been reinvested in the purchase of additional Shares. Awards not subject to performance conditions, will not be granted on such basis unless the Committee determines otherwise.

Rights attaching to Shares

Awards will not confer any rights on any employee holding such Awards until the relevant Conditional Award has vested or the relevant Option has been exercised and the employee in question has received the underlying Shares. Any Shares allotted or transferred from treasury when a Option is exercised or a Conditional Award vests will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment).

Cash awards

Cash awards may be granted under the LTP where a participant will have a right to receive a cash sum as if it was either a Conditional Award (‘Cash Conditional Award’) or an Option (‘Cash Option’). Each cash award will relate to a certain number of notional Shares. On vesting the participant will be entitled to receive a cash sum calculated by reference to the value of the notional Shares. In the case of a Cash Conditional Award the cash sum will be the market value of the notional Shares on the date of vesting. In the case of a Cash Option the cash sum will be the market value of the notional Shares on the date of exercise less the aggregate par value of the Shares, if applicable.

Amendments

The Committee may, at any time, amend the provisions of the LTP in any respect, except that the prior approval of the Company’s shareholders at a general meeting of the Company must be obtained in the case of any amendment to the advantage of participants which is made to the provisions relating to eligibility, individual or overall limits, the basis for determining the participant’s entitlement to and terms of Shares or cash provided under the LTP, the adjustments that may be made in the event of any variation to the share capital of the Company and/or the rule relating to such amendments, save that there are exceptions for any minor amendment to benefit the administration of the LTP, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant, the Company or member of the Company’s group.

US Provisions

The LTP contains a US Schedule; the LTP rules for US participants are substantially the same as the general rules, with some changes for US tax purposes including those summarised below.

Where an Award vests, the Shares or cash sum will be issued, transferred or paid (as applicable) in the calendar year in which the Award vests, unless the Committee determines otherwise.

If a participant leaves for a Good Leaver Reason, where an unvested Award is subject to a performance condition and has been held for the whole of the qualifying period if: (a) cessation occurs on or before the First Vesting Date, the Award will vest on the First Vesting Date unless the Committee determines that it will vest on the date of cessation; and (b) if cessation occurs after the First Vesting Date, the Award vests on the date of cessation. Where an unvested Award is not subject to a performance condition it will vest on the date of cessation. 12 John Wood Group PLC

John Wood Group PLC John Wood House 17420 Katy Freeway Greenwell Road Suite 300 East Tullos Houston Aberdeen TX 77094 AB12 3AX USA UK Energy Supporting Energy Tel +44 1224 851 000 Tel +1 281 828 3500