john wood group plc · john wood group plc ... their amec foster wheeler shares with respect to the...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Prospectus, which comprises a prospectus relating to JWG and the New JWG Shares, has beenprepared in accordance with the Prospectus Rules made under section 73A of FSMA. ThisProspectus has been approved by the FCA in accordance with section 87A of FSMA and has beenfiled with the FCA and made available to the public in accordance with PR 3.2.1R. This Prospectushas been prepared in order to provide details of the New JWG Shares to be issued and allottedpursuant to the Combination.

The release, publication or distribution of this Prospectus, in whole or in part, in, into or fromjurisdictions other than the UK may be restricted by the laws of those jurisdictions and, therefore,persons into whose possession this Prospectus comes should inform themselves about and observeany applicable requirements. Any failure to comply with these restrictions may constitute a violation ofthe securities laws of one or more of such jurisdictions. In particular, this Prospectus should not bereleased, published, distributed, forwarded or transmitted, in whole or in part, in, into or from theUnited States or any other Restricted Jurisdiction.

INVESTORS SHOULD READ THE WHOLE OF THIS PROSPECTUS (INCLUDING ALL THEINFORMATION INCORPORATED INTO IT BY REFERENCE) CAREFULLY AND IN ITS ENTIRETY.IN PARTICULAR, INVESTORS SHOULD TAKE ACCOUNT OF PART II (RISK FACTORS) WHICHCONTAINS A DISCUSSION OF THE RISKS WHICH MAY MATERIALLY AFFECT THE VALUE OFAN INVESTMENT IN JWG, THE COMBINED GROUP AND/OR THE NEW JWG SHARES.INVESTORS SHOULD NOT RELY SOLELY ON THE INFORMATION SUMMARISED IN PART I(SUMMARY).

JOHN WOOD GROUP PLC(a public company incorporated with limited liability in Scotland with registered number 036219)

Proposed issue of up to 296,541,894 New JWG Shares in connection with the recommendedshare offer by JWG for Amec Foster Wheeler and application for admission of such New JWGShares to the premium listing segment of the Official List and to trading on the London StockExchange’s main market for listed securities

The JWG Shares are listed on the premium listing segment of the Official List and traded on theLondon Stock Exchange’s main market for listed securities. Applications will be made to: (i) the FCAfor the New JWG Shares to be admitted to the premium listing segment of the Official List; and (ii) theLondon Stock Exchange for the New JWG Shares to be admitted to trading on its main market forlisted securities. It is expected that, subject to the satisfaction or waiver (if capable of waiver) ofcertain Conditions (including the sanction of the Scheme by the Court but not including thoseConditions which relate to Admission), the New JWG Shares will be admitted to listing on the premiumsegment of the Official List and to trading on the main market for listed securities of the London StockExchange and that dealings in the New JWG Shares will commence by 8.00 a.m. on the day ofCompletion. No application has been made or is currently intended to be made by JWG for the NewJWG Shares to be admitted to listing or trading on any other exchange.

The New JWG Shares will be issued credited as fully paid and will rank pari passu in all respects withthe JWG Shares in issue at the time the New JWG Shares are issued, including, subject as outlinedbelow, in relation to the right to receive notice of, and to attend and vote at, general meetings of JWG,and the right to receive and retain any dividends and other distributions declared, made or paid byreference to a record date falling after the Effective Date and to participate in the assets of JWG upona winding-up of JWG. Irrespective of the date on which the Effective Date falls, Amec Foster WheelerShareholders who receive New JWG Shares pursuant to the Scheme shall not be entitled to receiveany interim dividend declared or paid by JWG on those shares in respect of the period ending 30 June2017.

Prospective investors should only rely on the information contained in this Prospectus. No person hasbeen authorised to give any information or make any representation other than those contained in thisProspectus and, if given or made, such information or representation must not be relied upon ashaving been so authorised by JWG, the JWG Directors, the Wood Group, J.P. Morgan Cazenove,Credit Suisse or any other person involved in the Combination. In particular, the contents of JWG’swebsite (www.woodgroup.com) and Amec Foster Wheeler’s website (www.amecfw.com), the contentsof any website accessible from hyperlinks on such websites or any other website referred to in thisProspectus do not form part of this Prospectus and prospective investors should not rely on them.Without prejudice to any legal or regulatory obligation on JWG to publish a supplementary prospectuspursuant to section 87G of FSMA and PR 3.4, neither the delivery of this Prospectus nor Admissionshall, under any circumstances, create any implication that there has been no change in the businessor affairs of the Wood Group, the Amec Foster Wheeler Group and/or the Combined Group, eachtaken as a whole since the date of this Prospectus or that the information in it is correct as of any timeafter the date of this Prospectus. JWG will comply with its obligation to publish supplementaryprospectuses containing further updated information as required by law or by a regulatory authorityand, in particular, its obligations under the Prospectus Rules, the Listing Rules and the Disclosure andTransparency Rules (as appropriate) but assumes no further obligation to publish additionalinformation.

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. MorganCazenove is acting exclusively for JWG as sponsor and financial adviser and no one else inconnection with the Combination and the matters set out in this Prospectus. Except for theresponsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by FSMA or theregulatory regime established thereunder, J.P. Morgan Cazenove will not be responsible to anyoneother than JWG for providing the protections afforded to clients of J.P. Morgan Cazenove or itsaffiliates, nor for providing advice in relation to the Combination or any other matters referred to in thisProspectus.

Credit Suisse International (“Credit Suisse”), which is authorised by the PRA and regulated by theFCA and PRA in the United Kingdom, is acting exclusively for JWG as sponsor and financial adviserand no one else in connection with the Combination and the matters set out in this Prospectus. Exceptfor the responsibilities and liabilities, if any, which may be imposed on Credit Suisse by FSMA or theregulatory regime established thereunder, Credit Suisse will not be responsible to anyone other thanJWG for providing the protections afforded to clients of Credit Suisse or its affiliates, nor for providingadvice in relation to the Combination, or any other matters referred to in this Prospectus.

Persons accessing this Prospectus are authorised solely to use it for the purpose of considering theterms of the Combination and are prohibited from reproducing or distributing this Prospectus, in wholeor in part, disclosing any of its contents or using any information herein for any purpose other thanconsidering the terms of the Combination and an investment in the New JWG Shares.

Neither the contents of this Prospectus nor any subsequent communication from JWG, theJWG Directors, the Wood Group, J.P. Morgan Cazenove, Credit Suisse, any other personinvolved in the Combination or any of their respective affiliates, officers, directors, employeesor agents are to be construed as legal, financial or tax advice. If you are in any doubt about thecontents of this Prospectus or the action you should take, it is recommended that you seekyour own independent financial advice immediately from your stockbroker, bank manager,solicitor, accountant or independent financial adviser (who is, if you are resident in the UK,duly authorised under FSMA or, if you are not resident in the UK, an appropriately authorisedindependent financial adviser).

NOTICE TO OVERSEAS SHAREHOLDERS

General

The release, publication or distribution of this Prospectus in jurisdictions other than the UnitedKingdom and the ability of Amec Foster Wheeler Shareholders who are not resident in the UnitedKingdom to participate in the Combination may be restricted by laws and/or regulations of thosejurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to votetheir Amec Foster Wheeler Shares with respect to the Scheme at the Court Meeting, or to executeand deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be

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affected by the laws of the relevant jurisdictions in which they are located. Persons who are notresident in the United Kingdom or who are subject to other jurisdictions should inform themselves of,and should observe, any applicable requirements. Any failure to comply with these requirements mayconstitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by JWG or required by the City Code, and permitted by applicable lawand regulation, the Combination will not be implemented and documentation relating to theCombination or the Consideration shall not be made available, directly or indirectly, in, into or froma Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person mayvote in favour of the Combination by any use, means, instrumentality or form within a RestrictedJurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of thatjurisdiction. Accordingly, copies of this Prospectus are not being, and must not be, directly or indirectly,mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction andpersons with access to this Prospectus and any documents relating to the Combination (includingcustodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in,into or from any Restricted Jurisdiction.

The availability of New JWG Shares under the Combination to Amec Foster Wheeler Shareholderswho are not resident in the UK may be affected by the laws of the relevant jurisdictions in which theyare resident. This Prospectus has been prepared for the purpose of complying with English law andapplicable regulations and the information disclosed may not be the same as that which would havebeen disclosed if this Prospectus had been prepared in accordance with the laws of jurisdictionsoutside of England.

This Prospectus does not constitute an offer to sell or issue or the solicitation of an offer to buy,acquire or subscribe for shares in the capital of JWG in any Restricted Jurisdiction or to any person towhom it is unlawful to make such offer or solicitation. None of the securities referred to in thisProspectus shall be sold, issued or transferred in any jurisdiction in contravention of applicable lawand/or regulation.

It is the responsibility of each person into whose possession this Prospectus comes to satisfythemselves as to the full observance of the laws and regulations of the relevant jurisdiction inconnection with the distribution of this Prospectus, the receipt of the New JWG Shares and theimplementation of the Combination and to obtain any governmental, exchange control or otherconsents which may be required, comply with other formalities which are required to be observed andpay any issue, transfer or other taxes due in such jurisdiction. To the fullest extent permitted byapplicable law, JWG, the current JWG Directors, the JWG Proposed Directors, the Wood Group, J.P.Morgan Cazenove, Credit Suisse and all other persons involved in the Combination disclaim anyresponsibility or liability for the failure to satisfy any such laws, regulations or requirements by anyperson.

Further details relevant for Amec Foster Wheeler Shareholders in overseas jurisdictions are containedin the Scheme Document.

NOTICE TO AMEC FOSTER WHEELER US SHAREHOLDERS AND AMEC FOSTER WHEELERUS ADR HOLDERS

This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy any securities,nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale wouldbe unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Noneof the securities referred to in this Prospectus have been approved or disapproved by the SEC, anystate securities commission in the US or any other US regulatory authority, nor have such authoritiespassed upon or determined the fairness or merits of such securities or upon the adequacy or accuracyof the information contained in this Prospectus. Any representation to the contrary is a criminal offencein the US.

The Combination is to be implemented by a scheme of arrangement provided for under Englishcompany law. As such, the New JWG Shares have not been and will not be registered under the USSecurities Act and the New JWG Shares are to be issued in reliance upon the exemption from theregistration requirements of the US Securities Act provided by section 3(a)(10) thereof andexemptions from registration and qualification under applicable state securities laws and also wouldnot be subject to the proxy solicitation or tender offer rules under the US Exchange Act. Amec FosterWheeler Shareholders (whether or not US persons (as defined in the US Securities Act)) who are or

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will be affiliates of JWG or Amec Foster Wheeler prior to, or of JWG after, the Combination becomeseffective will be subject to certain US transfer restrictions relating to the New JWG Shares receivedpursuant to the Combination.

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 JWGas an approval of the Scheme following a hearing on its fairness to Amec Foster WheelerShareholders, at which Court hearing all Amec Foster Wheeler Shareholders are entitled to attend inperson or through counsel to support or oppose the sanctioning of the Scheme and with respect towhich notification will be given to all such holders.

The Combination may, in the circumstances provided for in the Co-operation Agreement, beimplemented by way of a takeover offer under English law. If so, any securities to be issued under theCombination may be registered under the US Securities Act or issued in reliance upon an exemptionthereunder, if available. If the Combination is implemented by way an Offer, it will be done incompliance with the applicable rules under the US Exchange Act, including any applicable exemptionsprovided thereunder.

The Combination and this Prospectus are subject to UK procedural and disclosure requirements thatare different from those of the US. Any financial statements or other financial information included inthis Prospectus may have been prepared in accordance with non-US accounting standards that maynot be comparable to the financial statements of US companies or companies whose financialstatements are prepared in accordance with generally accepted accounting principles in the US. Itmay be difficult for holders of JWG Shares and JWG ADSs located in the US to enforce their rightsand any claims they may have arising under the US federal securities laws in connection with theCombination since JWG is located in a country other than the US and some or all of its officers anddirectors may be residents of countries other than the US. Holders of JWG Shares located in the USmay not be able to sue JWG or its directors or officers in a non-US court for violations of US securitieslaws. Further, it may be difficult to compel JWG and its respective affiliates to subject itself to thejurisdiction or judgment of a US court.

Investors should be aware that JWG may purchase or arrange to purchase Amec Foster WheelerShares or Amec Foster Wheeler ADRs otherwise than under any takeover offer or scheme ofarrangement related to the Combination, such as in open market or privately negotiated purchases.

Amec Foster Wheeler Shareholders and Amec Foster Wheeler ADR Holders are urged to read anydocuments related to the Combination filed, furnished or to be filed or furnished by JWG with the SECbecause they will contain important information regarding the Combination and any related offer ofsecurities. Such documents will be available free of charge at the SEC’s website at www.sec.gov.Nothing in this Prospectus shall be deemed as an acknowledgement that any SEC filing is required orthat an offer requiring registration under the US Securities Act may ever occur in connection with theCombination.

Certain terms used in this Prospectus have the meaning ascribed to them in Part XVII (Definitions).

The date of this Prospectus is 23 May 2017.

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TABLE OF CONTENTS

Page

PART I SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PART II RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

PART III PRESENTATION OF INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

PART IV DIRECTORS, COMPANY SECRETARY, REGISTERED AND HEAD OFFICESAND ADVISERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

PART V EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND INDICATIVESTATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

PART VI INFORMATION ABOUT THE COMBINATION . . . . . . . . . . . . . . . . . . . . . . 49

PART VII INFORMATION ABOUT THE WOOD GROUP . . . . . . . . . . . . . . . . . . . . . 69

PART VIII INFORMATION ABOUT THE AMEC FOSTER WHEELER GROUP . . . . . . . 75

PART IX FINANCIAL INFORMATION IN RELATION TO JWG AND THE WOOD GROUP 80

PART X OPERATING AND FINANCIAL REVIEW OF THE WOOD GROUP . . . . . . . 85

PART XI FINANCIAL INFORMATION IN RELATION TO AMEC FOSTER WHEELERAND THE AMEC FOSTER WHEELER GROUP . . . . . . . . . . . . . . . . . . . . 100

PART XII OPERATING AND FINANCIAL REVIEW OF THE AMEC FOSTER WHEELERGROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

PART XIII UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . 112

PART XIV TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

PART XV DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE . 123

PART XVI ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161

PART XVII DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192

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PART ISUMMARY

Summaries are made up of disclosure requirements known as ‘‘Elements’’. These Elements arenumbered in Section A to Section E (A.1 to E.7).

This summary contains all the Elements required to be included in a summary for this type of securityand issuer. Because some Elements are not required to be addressed, there may be gaps in thenumbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type ofsecurity and issuer, it is possible that no relevant information can be given regarding the Element. Inthis case, a short description of the Element is included in the summary with the mention of ‘‘notapplicable’’.

Section A — Introduction and warnings

Element

A.1 Introduction andwarning to investors

This summary should be read as an introduction to thisProspectus.

Any decision to invest in the New JWG Shares should be basedon consideration of this Prospectus as a whole by the investor.

Where a claim relating to the information contained in thisProspectus is brought before a court, the plaintiff investor might,under the national legislation of the member states of the EEA,have to bear the costs of translating this Prospectus before thelegal proceedings are initiated.

Civil liability attaches only to those persons who have tabled thesummary, including any translation thereof, but only if thesummary is misleading, inaccurate or inconsistent when readtogether with the other parts of this Prospectus or it does notprovide, when read together with the other parts of thisProspectus, key information in order to aid investors whenconsidering whether to invest in the New JWG Shares.

A.2 Resale or finalplacement ofsecurities throughfinancialintermediaries

Not applicable. No consent has been given by JWG or anyperson responsible for drawing up this Prospectus to use thisProspectus for subsequent resale or final placement of the NewJWG Shares by financial intermediaries.

Section B — Issuer

Element

B.1 Legal andcommercial name

John Wood Group PLC

B.2 Domicile/legal form/legislation underwhich the issueroperates/country ofincorporation

JWG is a public limited company incorporated under the laws ofScotland with registered number 036219 and is domiciled in theUnited Kingdom. JWG operates principally under the CA 2006and the regulations made thereunder.

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B.3 Current operationsand principalactivities andmarkets

JWG is a global provider of technical services predominantly tothe oil and gas sector. JWG is registered and headquartered inScotland and has operating locations in over 40 countries. JWGhas a large number of wholly owned subsidiaries as well asinvestments in a number of joint ventures.

B.4a Significant recenttrends of thecompany and itsindustry

JWG

JWG has been impacted by the low commodity prices thatendured during 2015 and 2016 in oil and gas markets. This hashad a direct impact on customer spending in oil and gasmarkets resulting in reduced activity across the services sectorand accordingly a reduction in JWG’s revenues.

Lower commodity prices have also resulted in customersseeking to reduce supply chain costs which has impactedcontract volumes and margins on renewed contracts and islikely to continue to impact near term results.

In response to low commodity prices JWG has focused onmanagement of utilisation and structural reduction in itsoverhead cost base.

Amec Foster Wheeler

Spending in the oil, gas and chemicals market, and capex inparticular has had a significant effect on Amec Foster Wheeler’smarkets.

In mining, forecasts from the major mining firms suggest thatexpansionary capex around the world has reached the low pointin the cycle for some commodities. There is robust demand forpower infrastructure spend, which is forecast at more thanUS$500 billion over the next decade in the United States alone.

The environment and infrastructure markets have shown steadygrowth in recent years and this is forecast to continue.

B.5 Group structure JWG is currently the ultimate holding company of the WoodGroup. If the Combination completes, JWG will be the ultimateholding company of the Combined Group.

B.6 Major shareholders As at the Latest Practicable Date, JWG had been notified inaccordance with DTR 5 of the direct and/or indirect interests ofthe following underlying investors in 3 per cent. or more of the

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issued ordinary share capital of JWG (being the threshold ofnotification under the Disclosure and Transparency Rules):

MAJOR SHAREHOLDERS (AS AT THE LATEST PRACTICABLE DATE)

NameNumber ofJWG Shares

% of JWGShares

per cent. ofJWG SharesimmediatelyfollowingAdmission

FMR LLC . . . . . . . . . . 55,915,074 14.59 8.98BlackRock Group . . . . . 39,888,774 10.41 7.68Threadneedle AM . . . . 27,485,232 7.17 4.36Aberdeen AM Plc . . . . . 26,427,063 6.90 4.47APG AM N.V. . . . . . . . 19,400,000 5.06 2.85Baillie Gifford & Co . . . 17,788,873 4.64 2.81Dimensional FundAdvisors Ltd . . . . . . . 16,017,735 4.18 3.26

Mondrian InvestmentPartners Limited . . . . 14,727,159 3.84 5.49

M&G InvestmentManagement . . . . . . 11,501,296 3.00 2.07

None of JWG’s major shareholders have different voting rightsattached to the JWG Shares that they hold.

JWG is not aware of any persons who, as at the LatestPracticable Date, directly or indirectly, jointly or severally,exercise or could exercise control over JWG.

B.7 Selected historicalkey financialinformation

Financial information in relation to the Wood Group

Selected historical financial information which summarises theresults of operations and financial condition of the Wood Groupfor the three financial years ended 31 December 2016,31 December 2015 and 31 December 2014, prepared inaccordance with IFRS as issued by the IASB and as adoptedby the EU, is set out in the following tables.

Information provided for the financial years ended 2016, 2015and 2014 is audited and has, except as otherwise stated, beenextracted without material adjustment from the JWG 2016Annual Report and Accounts, the JWG 2015 Annual Reportand Accounts and the JWG 2014 Annual Report and Accounts,respectively.

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CONSOLIDATED INCOME STATEMENTYear ended 31 December

2016 2015 2014(US$ million)

Revenue from continuingoperations . . . . . . . . . . . . . 4,121 5,001 6,574

Profit before income tax fromcontinuing operations . . . . . 66 139 475

Income tax . . . . . . . . . . . . . . . (32) (62) (113)Profit for the year fromcontinuing operations . . . . . 34 77 362

Profit for the year fromdiscontinued operations, netof tax . . . . . . . . . . . . . . . . 0)0— 13 (26)

Profit for the year . . . . . . . . . 34 90 336

CONDENSED CONSOLIDATED BALANCE SHEET

Year ended 31 December2016 2015* 2014*

(US$ million)Non-current assets . . . . . . . . . 2,450 2,657 2,740Current assets . . . . . . . . . . . . 1,580 2,057 2,198Total assets . . . . . . . . . . . . . 4,030 4,714 4,938Current liabilities . . . . . . . . . . . 1,071 1,496 1,645Non-current liabilities . . . . . . . . 751 797 734Total liabilities . . . . . . . . . . . . 1,822 2,293 2,379Net Assets . . . . . . . . . . . . . . 2,208 2,421 2,559

Total equity attributable to equityholders of the parent . . . . . . 2,195 2,398 2,546

Non-controlling interests . . . . . . 13 23 13Total equity . . . . . . . . . . . . . . 2,208 2,421 2,559

* Following the issue of a decision in 2016 by the IFRS InterpretationsCommittee regarding offsetting and cash pooling arrangements the WoodGroup has restated its comparative figures for cash and cash equivalentsand short term borrowings at 31 December 2014 and 31 December 2015.The restatement increases both current assets and current liabilities byUS$550.8m and US$646.8m in 2014 and 2015 respectively.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTYear ended 31 December

2016 2015 2014(US$ million)

Net cash from operating activities . 190 466 460Net cash used in investingactivities . . . . . . . . . . . . . . . . (72) (296) (387)

Net cash used in financingactivities . . . . . . . . . . . . . . . . (380) (39) (67)

Cash and cash equivalents at thebeginning of year . . . . . . . . . . 851 734 737

Cash and cash equivalents at theend of year . . . . . . . . . . . . . . 580 851 734

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The following significant changes to the financial condition andresults of operations of the Wood Group occurred during theseperiods:

• Reduction in commodity prices in oil and gas marketsstarting in the second half of the year ended 31 December2014 and continuing through the years ended31 December 2015 and 31 December 2016. Thisimpacted on both revenue and margin, due to reducedactivity levels and customer pricing pressure as a result ofa customer focus on reducing supply chain costs.

• A gain of US$58m in the year ended 31 December 2014as a result of a settlement agreement finalised in respectof a contract taken over by the Venezuelan national oilcompany, PDVSA, in 2009.

• Reductions in overhead costs of US$148m in the yearended 31 December 2015 and US$96m in the year ended31 December 2016, combined with careful management ofutilisation.

• Impairment in and restructuring of JWG’s investment in itsjoint venture, EthosEnergy of US$159m in the year ended31 December 2015 and a further impairment of US$89m inthe year ended 31 December 2016.

• Restructuring costs incurred as a result of reorganisation,restructuring, delayering and back office rationalisation ofUS$37m in 2015 and US$66m in 2016.

There has been no significant change in the financialcondition or operating results of the Wood Group since31 December 2016, the date to which the Wood Group’s lastaudited financial statements were published.

Financial information in relation to the Amec FosterWheeler Group

Selected historical financial information which summarises theresults of operations and financial condition of the Amec FosterWheeler Group for the three financial years ended 2016, 2015and 2014, prepared in accordance with IFRS as adopted by theEU, is set out in the following tables. As applied to the AmecFoster Wheeler Group in the consolidated financial statementsbelow, there are no material differences from IFRS as issued bythe IASB; therefore, the consolidated financial statements of theAmec Foster Wheeler Group below have been prepared inaccordance with IFRS as issued by the IASB.

Information provided for the financial years ended 2016, 2015and 2014 is audited and has been extracted without materialadjustment from the Amec Foster Wheeler 2016 Annual Reportand Accounts, the Amec Foster Wheeler 2015 Annual Reportand Accounts and the Amec Foster Wheeler 2014 AnnualReport and Accounts, respectively.

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CONSOLIDATED INCOME STATEMENTYear ended 31 December2016 2015 2014

(£m)Revenue from continuingoperations . . . . . . . . . . . . . . . . . 5,440 5,455 3,993

(Loss)/profit before income tax . . . (542) (235) 155Income tax . . . . . . . . . . . . . . . . . . 16 (18) (49)(Loss)/profit for the year fromcontinuing operations . . . . . . . . (526) (253) 106

Profit/(loss) for the year fromdiscontinued operations . . . . . . . 12 (4) (27)

(Loss)/profit for the year . . . . . . . . (514) (257) 79

SELECTED CONSOLIDATED STATEMENT OF FINANCIALPOSITION

Year ended 31 December2016 2015 2014

(£m)Non-current assets . . . . . . . . . . . . . 3,107 3,700 4,042Current assets . . . . . . . . . . . . . . . . 2,166 1,872 2,023Total assets . . . . . . . . . . . . . . . . . 5,273 5,572 6,065Current liabilities . . . . . . . . . . . . . . . 1,880 2,261 2,292Non-current liabilities . . . . . . . . . . . . 2,368 1,703 1,777Total liabilities . . . . . . . . . . . . . . . 4,248 3,964 4,069Net Assets . . . . . . . . . . . . . . . . . . 1,025 1,608 1,996

Total equity attributable to equityholders of the parent . . . . . . . . . . 1,014 1,599 1,974

Non-controlling interests . . . . . . . . . . 11 9 22Total equity . . . . . . . . . . . . . . . . . . 1,025 1,608 1,996

SELECTED CONSOLIDATED CASH FLOW STATEMENTYear ended 31 December2016 2015 2014

(£m)Net cash flow from/(used in) operatingactivities . . . . . . . . . . . . . . . . . . . 138 141 146

Net cash flow from/(used in) investingactivities . . . . . . . . . . . . . . . . . . . 68 47 (828)

Net cash flow from financing activities (177) (319) 960Cash and cash equivalents at thebeginning of year . . . . . . . . . . . . . 340 495 223

Cash and cash equivalents at the endof year . . . . . . . . . . . . . . . . . . . . 388 340 495

Revenue for the years ended 31 December 2016, 2015 and2014 were £5,440 million, £5,455 million and £3,993 million,respectively, with the increase from 2014 to 2015 being primarilyattributable to the acquisition of Foster Wheeler. Amec FosterWheeler had a loss from continuing operations of £526 millionfor the year ended 31 December 2016 compared to a loss fromcontinuing operations of £253 million for the ended31 December 2015 and a profit from continuing operations of£106 million for the year ended 31 December 2014. Intangible

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amortisation and impairment, mainly the result of an impairmentin goodwill for GPG and the full year amortisation of intangibleassets recognised in the acquisition of Foster Wheeler,contributed to the loss in 2015.

UNAUDITED RECONCILIATION OF THE AMEC FOSTERWHEELER GROUP’S CONSOLIDATED PROFIT

The table below sets out the unaudited reconciliation of theAmec Foster Wheeler Group’s consolidated profit for the threeyears ended 31 December 2016, 31 December 2015 and31 December 2014.

Year ended 31 December2016 2015 2014£m £m £m

Consolidated (loss)/profit for the yearattributable to the Amec FosterWheeler Group as reported by theAmec Foster Wheeler Group . . . . (518.0) (256.0) 82.0

Adjusted for differences with theWood Group accounting policies:

Profit recognition on lump sumcontracts . . . . . . . . . . . . . . . . . 5.9 (6.5) (1.9)

Taxation impact on profit recognition . (1.3) 1.4 0.4Consolidated (loss)/profit for theyear attributable to the AmecFoster Wheeler Group under theWood Group’s accountingpolicies . . . . . . . . . . . . . . . . . . (513.4) (261.1) (80.5)

Notes1. The consolidated (loss)/profit for the years ended 31 December 2016,

31 December 2015 and 31 December 2014 has been extracted fromthe Amec Foster Wheeler Group audited financial statements for thoseyears. The profit for the year represents profit attributable to theshareholders of Amec Foster Wheeler excluding non-controllinginterests of: £4 million (year ended 31 December 2016), £(1) million(year ended 31 December 2015) and £(3) million (year ended31 December 2014).

2. The accounting policy adjustment reflects an alignment of the AmecFoster Wheeler Group’s policy of recognising profit derived from fixedprice contracts to that of the Wood Group. Fixed price contract profit isrecognised by the Amec Foster Wheeler Group using the percentage-of-completion method, measured by reference to physical completion orthe ratio of costs incurred to total estimated contract costs. Thealignment to the Wood Group’s accounting reflects the following twoconsiderations:(i) if the outcome of a contract can be estimated reliably, profit is

recognised by the Amec Foster Wheeler Group regardless of thestage of completion. The Wood Group, however, applies aninitial threshold of 20 per cent. in relation to the estimated stageof completion before any profit can be recognised; and

(ii) once the initial recognition criteria have been fulfilled, profit atthe Amec Foster Wheeler Group is recognised on a straight linebasis reflecting the percentage-of-completion method. The WoodGroup recognises profit on an adjusted percentage of completionmethodology which results in less profit being recognised in theearly stages of completion, a proportion of which increasesthrough the life of the contract.

3. Tax has been recorded on the revenue recognition adjustments at theAmec Foster Wheeler Group’s effective tax rate of 22 per cent.

7


UNAUDITED RECONCILIATION OF THE AMEC FOSTERWHEELER GROUP’S CONSOLIDATED EQUITY

The table below sets out the unaudited reconciliation of theAmec Foster Wheeler Group’s consolidated equity for the threeyears ended 31 December 2016, 31 December 2015 and31 December 2014.

As at 31 December2016 2015 2014£m £m £m

Consolidated total equity asreported by the Amec FosterWheeler Group . . . . . . . . . . . 1,025.0 1,608.0 1,996.0

Adjusted for differences with theWood Group accountingpolicies:

Current assetsTrade and other receivables . . . (14.8) (13.4) (12.2)Current liabilitiesTrade and other payables . . . . . (25.0) (26.7) (20.2)Taxation . . . . . . . . . . . . . . . . . 8.8 8.8 7.1Consolidated total equity ofthe Amec Foster WheelerGroup under the WoodGroup accounting policies . . 994.0 1,576.7 1,970.7

Notes1. The consolidated total equity at 31 December 2016, 31 December 2015

and 31 December 2014 has been extracted from the Amec FosterWheeler Group’s audited financial statements for those years.

2. The accounting policy adjustment reflects an alignment of the AmecFoster Wheeler Group’s policy of recognising profit derived from fixedprice contracts to that of the Wood Group. Fixed price contract profit isrecognised by the Amec Foster Wheeler Group using the percentage-of-completion method, measured by reference to physical completion orthe ratio of costs incurred to total estimated contract costs. Thealignment to the Wood Group’s accounting reflects the following twoconsiderations:(i) if the outcome of a contract can be estimated reliably, profit is

recognised by the Amec Foster Wheeler Group regardless of thestage of completion. The Wood Group, however, applies aninitial threshold of 20 per cent. in relation to the estimated stageof completion before any profit can be recognised; and

(ii) once the initial recognition criteria have been fulfilled, profit atthe Amec Foster Wheeler Group is recognised on a straight linebasis reflecting the percentage-of-completion method. The WoodGroup recognises profit on an adjusted percentage of completionmethodology which results in less profit being recognised in theearly stages of completion, a proportion of which increasesthrough the life of the contract.

The adjustment through the income statement represents the timing oflong term contracts. Under the Wood Group policy for profit recognitionless profit is recognised in the early stage of the contracts with agreater amount recognised in the latter stage of the contract.

3. Tax has been recorded on the revenue recognition adjustments at theAmec Foster Wheeler Group’s effective tax rate of 22 per cent.

8


Financial information in relation to Foster Wheeler Group

Selected historical financial information for the Foster WheelerGroup which summaries the financial condition for the FosterWheeler Group as at 30 September 2014 and for the ninemonths ended 30 September 2014 and 30 September 2013.Please note that the below financial information was prepared inaccordance with U.S. GAAP and is therefore not directlycomparable to the other financial information set out in thissection B.7 which were prepared in accordance with IFRS asissued by the IASB.

As at30 September

2014(unaudited)

($ thousands)Balance Sheet DataCurrent assets . . . . . . . . . . . . . . . . . . . . . . . 1,469,136Current liabilities . . . . . . . . . . . . . . . . . . . . . 1,034,238Working capital . . . . . . . . . . . . . . . . . . . . . . 434,898Land, buildings and equipment, net . . . . . . . . . 253,537Total assets . . . . . . . . . . . . . . . . . . . . . . . . 2,520,915Long-term debt (including current instalments) . . 112,346Total temporary equity . . . . . . . . . . . . . . . . . 18,072Total Foster Wheeler Shareholders’ equity . . . . 835,567Other DataBacklog, measured in terms of future revenues,end of period . . . . . . . . . . . . . . . . . . . . . . 4,119,600

New orders for the nine-month period,measured in terms of future revenues . . . . . 2,860,900

Nine months ended30 September

2013 2014(unaudited)

Statement of Operations Data:Operating revenues . . . . . . . . . . 2,455,377 2,445,187Income from continuingoperations before incometaxes(1) . . . . . . . . . . . . . . . . 174,169 159,103

Provision for income taxes . . . . . 36,273 31,826Income from continuingoperations . . . . . . . . . . . . . . 137,896 127,277

Net incme/(loss) attributable tonon-controlling interests . . . . . 3,823 (824)

Income from continuingoperations attributable to FosterWheeler . . . . . . . . . . . . . . . . 134,073 128,101

Earnings per share fromcontinuing operations

Basic . . . . . . . . . . . . . . . . . . . 1.33 1.28Diluted . . . . . . . . . . . . . . . . . . 1.32 1.27Shares outstanding:Basic weighted-average numberof shares outstanding . . . . . . . 100,830,719 99,691,325

Effect of dilutive securities . . . . . 495,874 1,255,861Diluted weighted-average numberof shares outstanding . . . . . . . 101,326,593 100,947,186

9


Note(1) Income from continuing operations before income taxes includes the

following:

Nine months ended30 September2013 2014

(unaudited)($ thousands)

Net asbestos-related (gain)/provision . . . . . . . (9,750) 5,173Charges for severance-related post-employment

benefits . . . . . . . . . . . . . . . . . . . . . . . . . 8,400 3,500License settlement in the Global Power Group . 0)0— 32,500Litigation settlement in the E&C Group . . . . . . 0)0— 3,000Reversal of previously accrued penalties on

unrecognised tax benefits in the C&F Group 0)0— 8,100

Save for the non-core disposals announced by Amec FosterWheeler on 2 March 2017 as described in the paragraph below,there has been no significant change in the financial condition oroperating results of the Amec Foster Wheeler Group since31 December 2016 being the end of the period for which theAmec Foster Wheeler Group’s last audited consolidatedfinancial statements were published.

On 2 March 2017, Amec Foster Wheeler announced thefollowing non-core disposals: (i) the disposal of the major partof the Global Power Group, the circulating fluidised bed or“CFB” boiler business to Sumitomo Heavy Industries, Ltd for£137 million, which is expected to close during the secondquarter of 2017; (ii) the sale of Aquenta Consulting Pty Ltd, aspecialist consultancy business based in Australia, to JacobsGroup (Australia) Pty Ltd for £21 million, which closed inJanuary 2017; and (iii) the sale of Amec Foster Wheeler PowerS.r.l., which operates two wind farms in Italy, to Enel GreenPower S.p.A. for £18 million, which is expected to close in May2017.

B.8 Selected key proforma financialinformation

The unaudited consolidated pro forma income statement andnet assets statement for the Combined Group have beenprepared in accordance with Annex II to the PD Regulation on aconsistent basis with the accounting policies and presentationadopted in the JWG 2016 Annual Report and Accounts.

The unaudited pro forma income statement of the CombinedGroup has been prepared to illustrate the effect on the WoodGroup’s income statement as if the Combination had takenplace as at 1 January 2016.

The unaudited pro forma statement of net assets of theCombined Group has been prepared to illustrate the effect onthe Wood Group’s net assets as if the Combination had takenplace as at 31 December 2016.

Due to its nature, the unaudited pro forma income statementand net assets statement address a hypothetical situation. Theydo not represent the Wood Group’s actual results of operationsor financial condition or what the Combined Group’s actualresults of operations or financial condition would have been ifthe Combination had been completed on the dates indicated.

The unaudited consolidated pro forma loss before tax for theyear ended 31 December 2016 is US$765.2m.

10


The unaudited consolidated pro forma net assets as at31 December 2016 is US$5,073.2m.

B.9 Profit forecast andestimates

Not applicable.

B.10 Qualifications in theaudit reports

Not applicable. There are no qualifications included in any auditreport on the historical financial information included in thisProspectus.

B.11 Working capital –qualifications

Not applicable. In the opinion of JWG, the working capitalavailable to the Wood Group is sufficient for its presentrequirements, that is for at least the next 12 months followingthe date of this Prospectus.

Section C — Securities

Element

C.1 Type and class ofsecurities

When admitted to trading, the New JWG Shares will consist ofup to 296,541,894 shares of 42/7 pence each in the capital ofJWG. The New JWG Shares will be registered with ISIN numberGB00B5N0P849, Sedol number B5N0P84, and will be traded onLondon Stock Exchange under the ticker symbol WG. The NewJWG Shares will, on Admission, together with the JWG Shares,comprise the entire issued share capital of the Combined Groupin issue at the time the New JWG Shares are issued pursuant tothe Combination Group.

C.2 Currency of issue The currency of the New JWG Shares will be Pounds Sterling.

C.3 Shares issued andpar value

As at the Latest Practicable Date, the total issued ordinaryshare capital of JWG is £16,421,802 divided into 383,175,384ordinary shares of 42/7 pence each, which are all issued fullypaid. No existing JWG Shares are held in treasury.

C.4 Description of therights attaching tothe securities

The New JWG Shares will be issued credited as fully paid andwill rank pari passu in all respects with the JWG Shares in issueat the time the New JWG Shares are issued pursuant to theCombination, including, subject as outlined below, the right toreceive notice of, and to attend and vote at, general meetings ofJWG, and the right to receive and retain any dividends andother distributions declared, made or paid by reference to arecord date falling after the Effective Date. Irrespective of thedate on which the Effective Date falls, Amec Foster WheelerShareholders who receive New JWG Shares pursuant to theScheme shall not be entitled to receive any interim dividenddeclared or paid by JWG on those shares in respect of theperiod ending 30 June 2017.

C.5 Restrictions on freetransferability of thesecurities

Not applicable. The New JWG Shares will be freely transferableand there are no restrictions on transfer in the UK.

11

Section C — Securities

C.6 Admission/regulatedmarkets where thesecurities are traded

Applications will be made to: (i) the FCA for the New JWGShares to be admitted to the premium listing segment of theOfficial List; and (ii) the London Stock Exchange for the NewJWG Shares to be admitted to trading on the Main Market.

No application has been made or is currently intended to bemade by JWG for the New JWG Shares to be admitted to listingor trading on any other exchange.

C.7 Dividend policy After Completion, the board of the Combined Group intends tocontinue to pursue JWG’s progressive dividend policy, takinginto account cash flows and earnings, following on from the totaldistribution for 2016 of 33.3 cents per JWG Share.

Entitlement to Amec Foster Wheeler dividend

Amec Foster Wheeler announced on 13 March 2017 that theAmec Foster Wheeler Board has suspended dividend payments(including the final dividend for 2016) until Amec Foster Wheeleris generating sustainable free cash flow.

JWG reserves the right (without prejudice to any right JWG mayhave to invoke Condition 19(C) in Part (A) of Part III of theScheme Document) to reduce the Consideration by the valueimplied under the terms of the Combination for the Amec FosterWheeler Shares by an amount up to the amount of anydividend, other distribution or return of value by Amec FosterWheeler.

Entitlement to JWG dividend

The New JWG Shares will be issued credited as fully paid andwill rank pari passu in all respects with the JWG Shares in issueat the time the New JWG Shares are issued pursuant to theCombination, including, subject as outlined below, the right toreceive notice of, and to attend and vote at, general meetings ofJWG, the right to receive and retain any dividends and otherdistributions declared, made or paid by reference to a recorddate falling after the Effective Date. Irrespective of the date onwhich the Effective Date falls, Amec Foster WheelerShareholders who receive New JWG Shares pursuant to theScheme shall not be entitled to receive the interim dividenddeclared or paid by JWG on those shares in respect of theperiod ending 30 June 2017.

Section D — Risks

Element

D.1 Key information onkey risks that arespecific to thecompany or itsindustry

• Demand for the majority of the oil and gas and power-related services and products of the Wood Group, theAmec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group is substantially dependenton the level of expenditure by the oil and gas and powerindustries. A substantial or extended decline in oil and gasor power prices could result in lower expenditures by the

12

Section D — Risks

oil and gas and power industries and reduce the revenuesof the Wood Group, the Amec Foster Wheeler Group and,if the Combination completes, the Combined Group.

• The Wood Group and the Amec Foster Wheeler Groupenter into, and, if the Combination completes, theCombined Group will enter into, fixed-price or “lump sum”contracts, and contracts which contain a fixed-priceelement, where the Wood Group, the Amec FosterWheeler Group, or the Combined Group (as applicable)may assume responsibility for certain cost overruns.

• Long term contracts may be subject to early termination,variation or non-renewal provisions.

• Failure to meet customer expectations on project deliverycould result in damage to reputation and/or loss of repeatbusiness, and potentially lead to disputes.

• The future business performance of the Wood Group, theAmec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group, will depend on the awardof new contracts, which depends on factors not entirelywithin the control of the Wood Group, the Amec FosterWheeler Group or, if the Combination completes, theCombined Group.

• The business of the Wood Group, the Amec FosterWheeler Group and, if the Combination completes, theCombined Group may be adversely affected bydeterioration in the creditworthiness of, or defaults and/ordelayed payments by, third parties with which they conductbusiness.

• The Wood Group and the Amec Foster Wheeler Groupand, if the Combination completes, the Combined Groupmay be unable to attract and retain senior management,sufficiently skilled engineers and other technical andmanagement personnel to continue to operate profitablyand to enhance and expand its operations.

• The Wood Group, the Amec Foster Wheeler Group, and ifthe Combination completes, the Combined Group, aresubject to risks associated with acquisitions, integration ofacquisitions and divestments.

• Litigation, threatened litigation or enforcement actionrelating to breaches of environmental laws andregulations could materially adversely affect the businessor financial condition of the Wood Group, the Amec FosterWheeler Group and, if the Combination completes, theCombined Group, and affect its reputation or theirreputations.

• The Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group may be liable to claimsfor damages as a result of asbestos exposure.

• The nature of the Wood Group’s, the Amec FosterWheeler Group’s and, if the Combination completes, theCombined Group’s, operations exposes the communities in

13

Section D — Risks

which they work and them to a wide range of health,safety, security and environmental (“HSSE”) risks.

• The Amec Foster Wheeler Group is and, if theCombination completes, the Combined Group will beexposed to funding risks in relation to defined benefitpension schemes.

• The Wood Group and the Amec Foster Wheeler Grouprely, and if the Combination completes, the CombinedGroup will rely heavily on IT systems for their operations.

• Violations of laws and/or regulations (including in relationto bribery, corruption and money laundering) carry finesand may expose the Wood Group, the Amec FosterWheeler Group and, if the Combination completes, theCombined Group, to criminal sanctions, debarment andcivil suits.

• Adverse changes in macroeconomic, market and otherconditions could result in the impairment of the goodwilland other intangible assets of the Wood Group, the AmecFoster Wheeler Group and, if the Combination completes,the Combined Group and may affect the distributablereserves of the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the CombinedGroup.

D.3 Key information onkey risks relating tothe securities

• Completion is subject to a number of Conditions whichmay not be satisfied subject to conditions imposed byregulatory bodies or other third parties and may result inCompletion being delayed, the Combination not completingor the Wood Group or the Amec Foster Wheeler Groupbeing required to divest assets to satisfy and suchconditions so imposed.

• The Combined Group’s success will be dependent upon itsability to integrate the Wood Group and the Amec FosterWheeler Group and deliver the value of the combinedunderlying businesses; the financial benefits and synergiesexpected from the Combination may not be fully achieved.

• The uncertainties about the effects of the Combinationcould have a materially adverse effect on the Wood Group,the Amec Foster Wheeler Group, and, if the Combinationcompletes, the Combined Group.

• The value of the New JWG Shares may fluctuatesignificantly.

• JWG Shareholders may not receive a return on theirinvestment or may receive a negative return and losesome or all of the capital invested.

14

Section E — Offer

Element

E.1 Total net proceedsand estimated totalexpenses

There are no net proceeds receivable by JWG.

The total costs and expenses relating to the issue of thisProspectus, the Circular and to the negotiation, preparation andimplementation of the Combination payable by JWG areestimated to be approximately US$33m (including regulatoryfees, the listing fees, professional fees and expenses and thecosts of printing and distribution of documents, but excludingVAT and stamp duty). In addition, stamp duty of US$14.9 millionwill be paid on the Combination. The amount has beencalculated based on the market capitalisation of Amec FosterWheeler as at close of business on the Latest Practicable Date.

E.2a Reasons for the offer,use of proceeds,estimated net amountof the proceeds

The proposed issue of the New JWG Shares to which thisProspectus relates is being made in connection with theCombination.

There are no proceeds (and, therefore, no estimated net amountof the proceeds) receivable by JWG as a result of the issue ofthe New JWG Shares.

The Combination is intended to be effected by way of a court-sanctioned scheme of arrangement of Amec Foster Wheelerunder Part 26 of the CA 2006.

The JWG Board believes the Combination represents acompelling opportunity to create a global leader in project,engineering and technical services delivery across a diverserange of industrial sectors including power and process,environment and infrastructure and mining and primarilyfocused on oil and gas.

The Combined Group will retain its measured risk appetite.Revenue will principally be derived from reimbursable work. TheCombined Group will be commercially versatile and seekcontracts across various end markets and encompassing arange of services, which will include performance based or fixedprice elements where returns commensurate with the risk profilecan be realised.

The JWG Board considers that the Combination will result in thefollowing benefits:

• Creation of a stronger, complementary life cycle serviceoffering in oil and gas with a better balance of exposureacross upstream, midstream and downstream markets anda balanced portfolio of customers

• Broadening of end market exposures across alternativeenergy and industrial markets resulting in reducedearnings volatility through oil and gas cycles

• Delivery of significant shareholder value through a mix ofoperating efficiencies and enhanced commercialopportunities

• Delivery of cost synergies of at least £165m per annumresulting in a leaner and more competitive combined group

15

Section E — Offer

• Enhanced shareholder returns through a mix of operatingefficiencies and enhanced commercial opportunities

E.3 Terms and conditionsof the offer

It is intended that the Combination will be effected by a court-sanctioned scheme of arrangement between Amec FosterWheeler and the Scheme Shareholders under Part 26 of theCA 2006. The purpose of the Scheme will be to provide for JWGto become the holder of the entire issued and to be issuedordinary share capital of Amec Foster Wheeler.

On 13 March 2017, the JWG Board and the Amec FosterWheeler Board announced that they had agreed the terms ofthe Combination, which will provide each Amec Foster WheelerShareholder with 0.75 New JWG Shares for each Amec FosterWheeler Share.

The Scheme is subject to the Conditions and further terms andconditions set out in the Scheme Document. TheseConditions include, among other things:

• the receipt of the relevant clearances from competitionauthorities in Australia, Canada, Kazakhstan, Turkey, theUnited Kingdom and the United States, in addition tocertain foreign investment and other regulatory clearances,including under the CFIUS regime in the US. As at theLatest Practicable Date, relevant clearances have beenreceived from the competition authorities in Canada,Turkey and the United States and therefore theseconditions have been satisfied;

• no concerns being raised and/or the transaction beingpermitted to close if the Combination becomes subject tonational security review in Canada or the United Kingdom(whether by the Secretary of State for Defence, theSecretary of State for Business, Energy & IndustrialStrategy or otherwise);

• approval of the Scheme by a majority in number of AmecFoster Wheeler Shareholders representing not less than75 per cent. in value of Amec Foster WheelerShareholders who are on the register of members ofAmec Foster Wheeler at the Voting Record Time, presentand voting, whether in person or by proxy, at the CourtMeeting;

• all resolutions required to approve and implement theScheme and to approve certain related matters being dulypassed by the requisite majority of Amec Foster WheelerShareholders at the Amec Foster Wheeler GeneralMeeting;

• the approval of the Scheme by the Court within specifiedtimeframes (with or without modification but subject to anymodification being on terms acceptable to Amec FosterWheeler and JWG) and, following such approval, thedelivery of a copy of the Scheme Court Order to theRegistrar of Companies by no later than the LongstopDate;

• all resolutions required to approve and implement theScheme and acquisition of the Amec Foster Wheeler

16

Section E — Offer

Shares and to approve certain related matters being dulypassed by the requisite majority of JWG Shareholders atthe JWG General Meeting; and

• Admission becoming effective.

E.4 Material interests Immediately following Admission, the following persons will beinterested directly or indirectly in 3 per cent. or more of thevoting rights in respect of the issued ordinary share capital ofJWG and based on the assumptions that the holdings of suchpersons in JWG or Amec Foster Wheeler (as relevant) as at theLatest Practicable Date do not change, that up to296,541,894 New JWG Shares are issued in connection withthe Combination, and that no other issues of JWG Shares occurbetween the date of this document and Completion:

Number ofJWG SharesimmediatelyfollowingAdmission

Percentage ofJWG SharesimmediatelyfollowingAdmission

FMR LLC . . . . . . . . . . . . . . . . . 61,059,389 8.98BlackRock Group . . . . . . . . . . . 52,172,910 7.68Threadneedle AM . . . . . . . . . . . 29,605,329 4.36Mondrian Investment PartnersLimited . . . . . . . . . . . . . . . . . 37,285,470 5.49

Franklin Resources Inc. . . . . . . . 33,273,475 4.90Artisan Partners Limited . . . . . . . 32,623,482 4.80Aberdeen AM Plc . . . . . . . . . . . 30,389,377 4.47Dimensional Fund Advisors Ltd . . 22,187,100 3.26

There are no conflicting interests that are material to theCombination.

E.5 Selling shareholdersand lock-uparrangements

The New JWG Shares will be newly issued in connection withthe Combination; there will be no selling shareholders.

There are no lock-up arrangements.

E.6 Dilution The issue of the New JWG Shares will result in JWG’s issuedordinary share capital increasing by approximately 77.4 percent. Immediately following Admission, former Amec FosterWheeler Shareholders will hold approximately 44 per cent. ofthe Combined Group’s issued ordinary share capital.

E.7 Estimated expensescharged to investor

Not applicable. There are no commissions, fees or expenses tobe charged to investors by JWG in relation to the issue of theNew JWG Shares.

17

PART IIRISK FACTORS

Any investment in, or holding of, the New JWG Shares is subject to a number of risks. Prospectiveinvestors in the New JWG Shares should consider the factors and the risks associated with anyinvestment in the New JWG Shares, the business of the Wood Group, the business of the AmecFoster Wheeler Group and the Combined Group and the industry in which they operate or, in the caseof the Combined Group, will operate, together with all other information contained in this Prospectusincluding, in particular, the risk factors described below. Due to the fact that a significant part of theWood Group’s and the Amec Foster Wheeler Group’s operations are similar in nature, some of therisks set out below (not including those specific to the Combination) will not be new risks which ariseonly on Completion but will be existing material risks the potential impact of which may be increasedas a result of the Combination. Therefore, although this Part II describes discretely material riskfactors affecting the Wood Group and the Amec Foster Wheeler Group, the risks described will,following Completion, be equally relevant to, and will be material risks for, the Combined Group.

Prospective investors should note that the risks summarised in Part I (Summary) are the risks that theJWG Directors believe to be the most essential to an assessment by a prospective investor of whetherto invest in the New JWG Shares. However, as the risks which the Wood Group and the Amec FosterWheeler Group face and, if the Combination completes, the Combined Group will face relate to eventsand depend on circumstances that may or may not occur in the future, prospective investors shouldconsider not only the information on the key risks summarised in Part I (Summary) but also, amongother things, the risks and uncertainties described below.

The following is not an exhaustive list or explanation of all the risks which may affect the New JWGShares, the Wood Group, the Amec Foster Wheeler Group and/or the Combined Group. Additionalrisks and uncertainties relating to the New JWG Shares, the Wood Group, the Amec Foster WheelerGroup and the Combined Group, that are not currently known to the JWG Directors or that the JWGDirectors currently deem immaterial may, individually or cumulatively, also have a material adverseeffect on the business, results of operations or financial condition and prospects of the Wood Group,the Amec Foster Wheeler Group and the Combined Group and, if any such risk should materialise,the price of the New JWG Shares may decline and investors could lose all or part of their investment.

The order in which the following risk factors are presented does not necessarily reflect the likelihoodof their occurrence or the relative magnitude of their potential material adverse effect on the WoodGroup’s, the Amec Foster Wheeler Group’s and/or the Combined Group’s business, results ofoperations, financial condition and/or prospects or the market price of the New JWG Shares.

Prospective investors should carefully consider whether an investment in the New JWG Shares issuitable for them in the light of the information in this Prospectus and their personal circumstances.

18

PART A:RISK FACTORS RELATING TO THE WOOD GROUP AND/OR THE AMEC FOSTER WHEELER

GROUP, AND, IF THE COMBINATION COMPLETES, THE COMBINED GROUP

1. Demand for the majority of the oil and gas and power-related services and products of theWood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group is substantially dependent on the level of expenditure by the oil and gasand power industries. A substantial or extended decline in oil and gas or power pricescould result in lower expenditures by the oil and gas and power industries and reduce therevenues of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group.

Demand for the majority of the oil and gas-related and power-related services and products of theWood Group, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup is substantially dependent on the level of expenditures by the oil and gas and power industries(including expenditure on industry infrastructure). Worldwide activity in the oil and gas field servicesector is sensitive to fluctuations in oil and gas prices and is generally dependent on the oil and gasindustry’s view of future oil and gas prices, which have historically been characterised by significantvolatility.

Oil and gas and power prices are affected by many factors, including but not limited to:

• worldwide demand for oil and gas and power, which is in turn affected by factors includingworldwide population growth and economic conditions;

• fluctuations in regional economic production impacting power consumption;

• national government political requirements and the ability of OPEC to set and maintainproduction levels for oil;

• the level of worldwide oil and gas exploration and production activity;

• the cost of exploring for, developing, producing, transporting and delivering oil and gas;

• political and social attitudes and policies towards decreasing consumption of hydrocarbons anddecreasing carbon footprint (e.g. incentives or subsidies for renewable forms of energy, includingsolar);

• technological advances affecting energy consumption;

• the cost of competing energy sources to oil and gas; and

• global oil and gas inventory levels.

A substantial or an extended decline in oil, gas or power prices would be likely to cause a significantdecline in the demand for the oil and gas-related and/or power-related services and products of theWood Group, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup. If oil, gas or power prices rise, this could reduce demand for services and products and/orresult in higher costs, each of which might result in lower profitability. In each case, if changes in theoil, gas or power prices are not appropriately forecast, the business, financial condition and results ofoperations of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group could be materially adversely affected.

In addition, fluctuations in prices related to the metals, mining and minerals industries have adverselyimpacted the business of the Amec Foster Wheeler Group (and could therefore, adversely impact thebusiness of the Combined Group, if the Combination completes) since they have adversely affectedcustomer spending in these industries.

2. The Wood Group’s, the Amec Foster Wheeler Group’s and, if the Combination completes,the Combined Group’s liability to customers under a range of contract structures andperformance guarantees where it accepts the primary liability for overall contractperformance, but is only one of a number of providers of goods or services to thecustomer, may materially adversely affect its financial performance.

The Wood Group and the Amec Foster Wheeler Group provide and, if the Combination completes, theCombined Group will provide warranties and indemnities in relation to the proper operation and

19

conformance to specifications of their services, products or the products they service, including incertain circumstances taking responsibility for the overall performance of a contract which involvesperformance by sub-contractors or co-obligors. Failure of these services, products or equipment tooperate properly or to meet specifications may increase the costs of the Wood Group, the AmecFoster Wheeler Group and, if the Combination completes, the Combined Group by requiring additionalengineering resources and services, replacement of parts and equipment or monetary reimbursementto a customer. Furthermore, these failures may cause significant and costly damage to third partiesand/or to the equipment and/or lead to litigation and the incurrence of associated legal fees. To theextent that the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group incurs substantial liability, warranty and/or indemnity claims in any period, itsreputation, its ability to obtain future business and its operating profit could be materially adverselyaffected. In the event that any of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group is not able to recover a share of a co-obligor’s liabilityor a contribution from a sub-contractor, its liability may be increased.

3. The Wood Group and the Amec Foster Wheeler Group enter into, and, if the Combinationcompletes, the Combined Group will enter into, framework agreements that onlyguarantee work if customers engage in the activity covered by such agreements.

Certain of the Wood Group’s, the Amec Foster Wheeler Group’s and, if the Combination completes,the Combined Group’s contracts obligate customers to use their services and products only to theextent that they engage in specified activities; if customers elect not to engage in those activities, theWood Group’s, the Amec Foster Wheeler Group’s and, if the Combination completes, the CombinedGroup’s business, financial condition and results of operations could be materially adversely affectedand their resources allocated to such activities will be underemployed, subject to active managementof utilisation.

4. The Wood Group and the Amec Foster Wheeler Group enter into, and, if the Combinationcompletes, the Combined Group will enter into, fixed-price or “lump sum” contracts, andcontracts which contain a fixed-price element, where the Wood Group, the Amec FosterWheeler Group, or the Combined Group (as applicable) may assume responsibility forcertain cost overruns.

On fixed-price or “lump-sum” contracts the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group would expect to be responsible for certain costoverruns. The costs and any gross profit realised on fixed-price or “lump sum” contracts will often varyfrom the estimated amounts on which these contracts were originally based. This may occur forvarious reasons, including errors or changes in cost, design or time estimates, changes in theavailability and cost of labour and materials, and penalties for performance factors. If the Wood Group,the Amec Foster Wheeler Group or, if the Combination completes, the Combined Group cannot obtaina variation of the relevant existing contract, this may result in reduced profitability and/or losses.Depending on the size of a contract, variations from estimated contract performance could have amaterial adverse effect on the business, financial condition and results of operations of the WoodGroup, the Amec Foster Wheeler Group and, if the Combination completes, the Combined Group.

5. Long term contracts may be subject to early termination, variation or non-renewalprovisions.

The Wood Group and the Amec Foster Wheeler Group enter and, if the Combination completes, theCombined Group will enter into long term contracts with customers, which are performed over a periodof several years. Such contracts may be terminated earlier than expected, either within the relevantnotice periods or upon default or non-performance by the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group which may result in additional costs ifadequate compensation is not received. It may be difficult to win a re-tender of an existing contract orto replace any lost contract with a new equally attractive contract, a new but less attractive contract, orat all. There will also be costs associated with the replacement or re-tender process. The WoodGroup’s, the Amec Foster Wheeler Group’s and, if the Combination completes, the Combined Group’scontracts may be subject to variation by renegotiation or by requiring a different level of service to beprovided. In some reimbursable contracts, customers may disagree with the statement showing thecosts which have been incurred on a project. Such costs may be disallowed and so may not berecoverable. To the extent that any of the Wood Group, the Amec Foster Wheeler Group or, if the

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Combination completes, the Combined Group experiences any of the foregoing risks, it mayexperience reduced profitability or losses. As a result, this could have a material adverse effect on thebusiness, financial condition and results of operations of the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group.

6. Failure to meet customer expectations on project delivery could result in damage toreputation and/or loss of repeat business, and potentially lead to disputes.

The contracts that the Wood Group and the Amec Foster Wheeler Group enter into and, if theCombination completes, the Combined Group will enter into with its customers may contain liquidateddamages clauses relating to on time delivery and/or liquidated damages relating to performanceand/or liability in respect of liquidated damages. A number of factors, including failure to follow bestpractice guidelines, could mean that projects are not delivered to time, cost, quality or appropriatehealth, safety and environmental standards and therefore do not meet customer expectations or theexpectations of the relevant third party. Any failure to deliver in accordance with customerexpectations could subject the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group to damages and/or reduce its margins on thesecontracts. Failure to meet customer expectations may also result in cancelled contracts, additionalcosts incurred in excess of current contract provisions, or back-charges for alleged breaches ofwarranty and other contract commitments. In addition, the Wood Group and the Amec Foster WheelerGroup have been and the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group may in the future be, subject to disputes and litigation in relation tosuch failures (and significant legal fees associated with any such disputes or litigation). Damage to thereputation of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group or loss of repeat business as a result of a failure to meet customers’expectations could negatively impact their ability to win contracts in the future. The occurrence of anyof these events could have a material adverse effect on the business, financial condition and results ofoperations of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group.

7. Certain of the Wood Group’s and Amec Foster Wheeler Group’s projects and operationsare and, if the Combination completes, those of the Combined Group will be conducted injoint ventures, alliances, licences or other arrangements. The financial performance of theWood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group may be materially adversely affected by risks relating to their relianceon joint ventures, alliances, licences or other arrangements.

The operations of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group include a number of overseas operations, some of which are subjectto domestic laws, regulations or practices requiring or promoting the participation of local parties in thejoint venture, alliance or licensing arrangement in that jurisdiction. If the local parties decide not toenter into, renew or extend the joint ventures, alliances or licences, the Wood Group, the Amec FosterWheeler Group and, if the Combination completes, the Combined Group may need to withdraw fromcertain jurisdictions and this could have a material adverse effect on their business, financialcondition and results of operations.

In cases where any of the Wood Group, the Amec Foster Wheeler Group or, if the Combinationcompletes, the Combined Group is not able to exercise control, they will have limited influence over,and control of, the behaviour, performance and costs of operation of their joint ventures or alliances.Despite not having control, they could still be exposed to the risks associated with thesearrangements, including reputational, litigation (where joint and several liability may apply) andgovernment sanction risks, which may have a material adverse effect on their business, results ofoperations and financial condition. For example, their partners or members of a joint arrangement oran associate (particularly local partners in developing countries) may not be able to meet theirfinancial or other obligations to the projects, threatening the viability of a given project. Whether or notany of the Wood Group, the Amec Foster Wheeler Group or, if the Combination completes, theCombined Group is able to exercise control of a joint arrangement, associate or alliance generally, theother partner(s) or members may still be able to veto or block certain decisions, which may be to theoverall detriment of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group.

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8. The Wood Group’s, the Amec Foster Wheeler Group’s and, if the Combination completes,the Combined Group’s, investment in new products and services or territories may fail togenerate an adequate return.

Investment by the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group in seeking to extend their products and services and broaden its internationalpresence may fail to generate an adequate return or may have a materially adverse impact on thebusiness, financial condition and results of operations of the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group.

9. The Wood Group and the Amec Foster Wheeler Group rely and, if the Combinationcompletes, the Combined Group will rely to a significant extent on their customersoutsourcing services and a decline in outsourcing would materially adversely affect theirbusiness, financial condition and results of operations.

The Wood Group and the Amec Foster Wheeler Group generate and, if the Combination completes,the Combined Group will generate a significant portion of their revenue from operations outsourced bycustomers. If outsourcing across the oil and gas or power industries declined, demand for the servicesand products could decline and have a material adverse effect on the business, financial condition andresults of operations of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group.

10. The ability of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group to achieve strategic objectives depends or, in the case ofthe Combined Group, will depend, on how they react to competitive forces.

The businesses of the Wood Group and the Amec Foster Wheeler Group face and, if the Combinationcompletes, those of the Combined Group will face competition. While they seek to differentiate theirservices and products, many of their services and products are competing in commodity type markets.If they do not manage their expenditure adequately, their profitability could deteriorate. If they are latein making adjustments to their business models, they may lose their ability to compete effectively incertain markets, particularly in those markets where competitors are smaller and have more flexibilityto adapt quickly to changes in market conditions. All of this could erode their overall competitiveposition, resulting in a material adverse effect on their business, results of operations and financialcondition.

Contracts for the services and products of the Wood Group, the Amec Foster Wheeler Group and, ifthe Combination completes, the Combined Group are generally awarded on a competitive basis andcompetition is intense. Some of the major competitors of the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group are diversified multinationalcompanies with greater financial resources, larger operating staffs and greater budgets for researchand development. They may be better able to compete in providing services more cheaply or makingequipment available faster and more efficiently, meeting delivery schedules or reducing prices. Inaddition, these companies may be more successful in adjusting to downturns in the oil and gasindustry. The occurrence of any of the above could adversely affect demand for the services andproducts of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group and materially adversely affect their business, financial condition and results ofoperations.

11. The future business performance of the Wood Group, the Amec Foster Wheeler Groupand, if the Combination completes, the Combined Group, will depend on the award of newcontracts, which depends on factors not entirely within the control of the Wood Group,the Amec Foster Wheeler Group or, if the Combination completes, the Combined Group.

A substantial portion of the operating revenues of the Wood Group and the Amec Foster WheelerGroup are and, if the Combination completes, the Combined Group will be derived from new contractawards or projects. It is generally difficult to predict whether and when contracts will be awarded dueto the reliance of the commencement of the tendering process on customer budgets and the lengthyand complex bidding and selection process. This process is affected by a number of factors, such asmarket conditions, a bidder’s reputation and experience both in the market and with the customer,financing arrangements, governmental approvals and environmental authorisations. The Wood Group,the Amec Foster Wheeler Group and, if the Combination completes, the Combined Group may

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experience a loss of new business, and therefore a loss of market share, if they are unable toaccurately assess these factors as part of a bid. The Wood Group and the Amec Foster WheelerGroup competes and, if the Combination completes, the Combined Group will compete withinternational, national and local engineering, project management and consultancy firms in relation totenders for new contracts on price and/or based on the greater perceived financial strength,resources, experience or technological advantages of its competitors. The Wood Group, the AmecFoster Wheeler Group and, if the Combination completes, the Combined Group may have to agree tolower prices or less favourable contract terms for contracts under bid or risk losing a bid, or maydecide not to pursue a contract if the expected profit margins are below minimum acceptable marginsbased on an assessment of the project or if the contract terms are unacceptable, all of which couldnegatively impact the order book and future business performance of the Wood Group, the AmecFoster Wheeler Group and, if the Combination completes, the Combined Group.

The bidding costs associated with tendering for new contracts can be significant and may notnecessarily result in the award of a new contract. These costs are not usually recoverable, even if thetender is won. Furthermore, if new contract awards are not received, if awards are delayed or thereare modifications regarding the scope of the contract, the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group may incur additional costs reallocatingstaff in a timely manner or may be required to terminate excess staff. In addition, preparation of bidscan divert significant management and operating resources away from other activities key to therunning of the business.

Any of the above factors could impact the ability of the Wood Group, the Amec Foster Wheeler Groupand, if the Combination completes, the Combined Group to win new contracts and the failure to do socould have a material adverse effect on their business, financial condition and results of operations.

12. The Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group, are exposed to the risk of advances in technology and processesamongst customers and/or competitors.

The Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup are vulnerable to the use of new technologies and processes by both their customers and/orcompetitors which could result in a loss of customers, revenue and profitability for the Wood Group,the Amec Foster Wheeler Group and, if the Combination completes, the Combined Group.Consequently, any failure to keep up with the pace of technological change and to adaptaccordingly could have a material adverse effect on the business, financial condition and results ofoperations of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group.

13. The reduction in the number of customers for the services and products of the WoodGroup, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup, whether through consolidation or other changes, could adversely affect demandfor their services and products and reduce their revenues.

Oil and gas operators have undergone substantial consolidation and additional consolidation ispossible. Consolidation results in fewer customers for the services and products of the Wood Group,the Amec Foster Wheeler Group and, if the Combination completes, the Combined Group and couldnegatively affect development and production activity, as these consolidated companies attempt toincrease efficiency and reduce costs.

The loss of one or more of its customers or a reduction in overall capital or operating expenditurebudgets as a result of industry consolidation or other reasons could materially adversely affectdemand for the services and products of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group and reduce revenues.

14. It can be difficult or expensive to obtain insurance coverage and there can be noassurance that sufficient coverage will be secured or maintained.

The Wood Group and the Amec Foster Wheeler Group maintain and, if the Combination completes,the Combined Group will maintain commercial insurance in amounts that are believed by therespective entities to be appropriate against risks commonly insured against by similar businesses.However, there can be no assurance that the Wood Group, the Amec Foster Wheeler Group or the

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Combined Group (as applicable) will be able to obtain similar levels of cover on acceptable termsgoing forward. In addition, even with such insurance in place, the risk remains that the Wood Group,the Amec Foster Wheeler Group and, if the Combination completes, the Combined Group may incurliabilities to clients and other third parties which exceed the limits of such insurance cover or are notcovered by it. If any of the Wood Group’s, the Amec Foster Wheeler Group’s or, if the Combinationcompletes, the Combined Group’s insurers fail, refuse to renew or revoke coverage or otherwisecannot satisfy their insurance requirements to the Wood Group, the Amec Foster Wheeler Group orthe Combined Group (as applicable), then the overall risk exposure and operational expenses of theWood Group, the Amec Foster Wheeler Group or the Combined Group (as applicable) could increaseand the business operations of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group could be disrupted, which would have a materialadverse effect on the business, financial condition and results of operations of the Wood Group, theAmec Foster Wheeler Group and, if the Combination completes, the Combined Group.

15. The business of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group may be adversely affected bydeterioration in the creditworthiness of, or defaults and/or delayed payments by, thirdparties with which they conduct business.

In common with all businesses, the Wood Group and the Amec Foster Wheeler Group are and, if theCombination completes, the Combined Group will be exposed to the credit risk of third parties withwhich they conduct business, including customers, who may default on the amounts that they owe ornot make scheduled payments on time to the Wood Group, the Amec Foster Wheeler Group and, ifthe Combination completes, the Combined Group due to bankruptcy, insolvency, lack of liquidity,adverse economic conditions, operational failure, fraud or other reasons. A series of defaults ordelayed payments could have a material adverse effect on the level of debt of the Wood Group, theAmec Foster Wheeler Group and, if the Combination completes, the Combined Group andconsequently could have a material adverse effect on the business, financial condition and resultsof operations of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group.

16. The Wood Group and the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group may be unable to attract and retain senior management, sufficientlyskilled engineers and other technical and management personnel to continue to operateprofitably and to enhance and expand its operations.

The future success of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group is dependent on their ability to attract and retain key management(including directors).

The future success of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group is also dependent on their ability to attract and retain suitablyqualified people to execute its projects, such as qualified engineering managers and lead engineers,project managers and other highly skilled personnel for their new and ongoing businesses andprojects. In some of the markets in which the Wood Group and/or the Amec Foster Wheeler Groupoperate, there is a scarcity of human resources for key positions as well as ongoing competition forsuitably qualified and experienced personnel from other companies and organisations.

While the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group may have appropriately qualified and experienced personnel, they may find it difficultto move them between projects and regions and this could impact their ability to meet obligationsunder their contracts. In addition, in certain jurisdictions, there may be a requirement to meetemployment or ownership targets for local and/or historically disadvantaged populations. In addition,the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup may be unable to provide compensation to such individuals at the same level as theircompetitors, which may put them at a competitive disadvantage.

Key management (including directors) and other skilled people of the Wood Group and the AmecFoster Wheeler Group have contributed to the ability of the Wood Group and the Amec FosterWheeler Group to obtain, generate, manage and develop customer and revenue opportunities. Therecan be no assurances that such individuals will remain following Completion and will make the samecontributions to or for the Combined Group.

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Prolonged absences by or shortages of key personnel and difficulties in relocating personnel couldadversely affect the ability of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group to implement their strategy and manage theiroperations efficiently, which could have a material adverse effect on their business, financialcondition and results of operations.

17. The Wood Group, the Amec Foster Wheeler Group, and if the Combination completes, theCombined Group, are subject to risks associated with acquisitions, integration ofacquisitions and divestments.

A number of risks, if they materialise, may impact the success of acquisitions and divestments.Acquisitions may not succeed due to reasons such as difficulties in integrating activities and realisingsynergies, outcomes varying from key assumptions, host governments reacting or responding in adifferent manner from that envisaged or liabilities and costs being underestimated. Any of these wouldreduce the ability to realise the expected benefits and could have a material adverse effect on thebusiness, results of operations and financial condition of the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group. The process of integrating anacquired business may be prolonged due to unforeseen difficulties or may require a disproportionateamount of resources and/or management’s attention. Furthermore, once integrated, acquisition maynot achieve comparable levels of revenue, profitability or productivity as the existing business or mayperform otherwise than expected. Any of these could have a material adverse effect on the business,results of operations and financial condition of the Wood Group, the Amec Foster Wheeler Group and,if the Combination completes, the Combined Group.

Divestment of assets may not be possible at acceptable prices or may fail to complete, resulting inincreased pressure on the cash position of the Wood Group, the Amec Foster Wheeler Group and, ifthe Combination completes, the Combined Group. In the case of divestments, the Wood Group, theAmec Foster Wheeler Group and, if the Combination completes, the Combined Group may be heldliable for past acts, failures to act or liabilities that are different from those foreseen, or they may incursignificant separation costs. The Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group may also face liabilities if a purchaser fails to honour allof its commitments, resulting in financial loss.

18. Litigation, threatened litigation or enforcement action relating to breaches ofenvironmental laws and regulations could materially adversely affect the business orfinancial condition of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group, and affect its reputation or theirreputations.

The Wood Group and the Amec Foster Wheeler Group is and, if the Combination completes, theCombined Group will be subject to stringent laws and regulations relating to environmental protectionacross a range of countries, including laws and regulations governing air emissions, water dischargesand waste management. Environmental incidents could lead to action by governmental authorities thatrequire the Wood Group and the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group to undertake remediation, as well as litigation or the threat of litigation bygovernmental authorities and other third parties relating to such incidents.

Non-compliance, or alleged non-compliance, with environmental laws and regulations could damagethe reputation of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group, including their standing with customers and suppliers, materiallyadversely affecting their business. In addition, new laws and regulations or the imposition of new orincreased requirements (including, in respect of the United States, increased scrutiny and enhancedregulation and requirements in respect of safety as a result of the Macondo well incident in the Gulf ofMexico) could materially adversely affect the business, financial condition and results of operations ofthe Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup.

In addition, the Wood Group and the Amec Foster Wheeler Group provides, and, if the Combinationcompletes, the Combined Group will provide products and services to customers in the oil and gasand power sectors, and an incident at one of these customers’ operations may result in litigation or thethreat of litigation by such customers against the Wood Group, the Amec Foster Wheeler Group and,if the Combination completes, the Combined Group. Furthermore, the Wood Group, the Amec Foster

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Wheeler Group and, if the Combination completes, the Combined Group may suffer reputationaldamage through its association with any such incident. If any of these circumstances arise, they couldmaterially adversely affect the business, financial condition and results of operations of the WoodGroup, the Amec Foster Wheeler Group and, if the Combination completes, the Combined Group.

19. The Amec Foster Wheeler Group and, if the Combination completes, the Combined Groupmay be liable to claims for damages as a result of asbestos exposure.

Certain of Amec Foster Wheeler’s subsidiaries in the United States and the United Kingdom aredefendants in numerous asbestos-related lawsuits and out-of-court informal claims pending in theUnited States and the United Kingdom. Plaintiffs claim damages for personal injury alleged to havearisen from exposure to asbestos primarily in connection with equipment allegedly manufactured bycertain of Amec Foster Wheeler’s subsidiaries during the 1970s or earlier. These claims and anyfurther asbestos-related claims brought in the future against the Amec Foster Wheeler Group and, ifthe Combination completes, the Combined Group could, if such claims exceed the relevant provisionsfor such claims in the relevant accounts, have a material adverse effect on the business, financialcondition and results of operations of the Amec Foster Wheeler Group, and if the Combinationcompletes, the Combined Group.

Over the last several years, certain of Amec Foster Wheeler’s subsidiaries have entered intosettlement agreements calling for insurers to make lump sum payments, as well as payments overtime, for use by members of the Amec Foster Wheeler Group to fund asbestos-related indemnity anddefence costs, and, in certain cases, for reimbursement for portions of out-of-pocket costs incurred.The Amec Foster Wheeler Group’s and, if the Combination completes, the Combined Group’s actualinsurance recoveries may be limited by future insolvencies among its insurers.

20. The nature of the Wood Group’s, the Amec Foster Wheeler Group’s and, if theCombination completes, the Combined Group’s operations exposes the communities inwhich they work and them to a wide range of health, safety, security and environmental(“HSSE”) risks.

The HSSE risks to which the Wood Group and the Amec Foster Wheeler Group are and, if theCombination completes, the Combined Group will be potentially exposed cover a wide spectrum,given the geographic range, operational diversity and technical complexity of their operations and theiruse of technology, which, despite the safety measures taken, carry the risk of unknown orunforeseeable harm. In addition, the projects of the Wood Group and the Amec Foster Wheeler Groupare and, if the Combination completes, those of the Combined Group will be complex and placeemployees and others near large equipment, dangerous processes and/or highly regulated materials.The Wood Group and the Amec Foster Wheeler Group are exposed and, if the Combinationcompletes, the Combined Group will be exposed and the communities in which they work are/will beexposed to the risk of, among other things, major process safety incidents, the effects of naturaldisasters, earth tremors, social unrest, personal health and safety lapses and crime. If a major HSSErisk materialises, such as an explosion or hydrocarbon spill, this could result in injuries, loss of life,environmental harm, disruption to business activities and, depending on its cause and severity,material damage to reputation and this could materially adversely affect the business, results ofoperations and financial condition of the Wood Group, the Amec Foster Wheeler Group, and if theCombination completes, the Combined Group.

The insurance policies and contractual limitations on liability of the Wood Group, the Amec FosterWheeler Group and, if the Combination completes, the Combined Group may not provide adequateprotection against liability for such events, including events involving environmental harm, or againstlosses resulting from business interruption. Moreover, the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group may not be able to maintain insuranceat levels of risk coverage or policy limits that they deem adequate or guarantee that every contractcontains and has properly incorporated adequate limitations on liabilities. Any claims made under therelevant insurance policies are likely to cause the insurance premiums of the Wood Group, the AmecFoster Wheeler Group and, if the Combination completes, the Combined Group (as applicable) toincrease. Any future damage caused by the products or services of the Wood Group, the Amec FosterWheeler Group and, if the Combination completes, the Combined Group that are not covered byinsurance, are in excess of policy limits, are subject to substantial deductibles or are not limited by the

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incorporation of adequate or effective contractual limitations of liability could adversely impact financialperformance or condition and reduce cash available for operations.

In certain circumstances, liability could be imposed without regard to fault in the matter. Requirementsgoverning HSSE matters often change and are likely to become more stringent over time. Significantadditional costs could be incurred in the future due to compliance with such requirements or as aresult of violations of, or liabilities under, HSSE laws and regulations, such as fines, penalties,clean-up costs and third party claims. Therefore, HSSE risks, should they materialise, have thepotential to materially adversely affect the business, results of operations, financial condition andreputation of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group.

The Wood Group and the Amec Foster Wheeler Group are and, if the Combination completes, theCombined Group will be responsible for the safety and security of their employees travelling oncompany business and while working at project sites, and of third party personnel while working atproject sites under the supervision of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group, and, accordingly, must implement safety procedures.Failure to comply with such procedures may cause the Wood Group, the Amec Foster Wheeler Groupand, if the Combination completes, the Combined Group to be subject to losses and liability underclient contracts or statutory regulations.

21. The Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group may be adversely impacted by changing regional, national and/or globalrequirements in respect of emissions reductions.

International agreements, national laws, state laws and various regulatory schemes that limit orotherwise regulate emissions, air pollutants and greenhouse gases are under consideration bydifferent governments and governmental entities. Increasingly stringent regulatory requirements in thearea of air pollution control and greenhouse gases may be imposed in the future. For example, in2015, the United Nations Climate Change Conference in Paris (“COP21”) established a newframework for achieving reduced emissions levels, which in turn means lower fossil fuel consumption.

Such regulations may negatively impact client investments in capital projects in the Wood Group’s, theAmec Foster Wheeler Group’s and, if the Combination completes, the Combined Group’s markets. Forexample, it is anticipated that, following COP21, the oil and gas industry will be negatively impacted ina number of ways. In particular, exploration may decline which would in turn lead to a significantreduction in capital expenditure by the Wood Group’s, the Amec Foster Wheeler Group’s and, if theCombination completes, the Combined Group’s customers. Furthermore, involvement in marketswhich are perceived as being high in carbon emissions may negatively impact the Wood Group’s, theAmec Foster Wheeler Group’s and, if the Combination completes, the Combined Group’s ability togrow their business and market their services in the renewables and “low carbon” markets. Theoccurrence of any of these events could have a materially adverse effect on the Wood Group’s, theAmec Foster Wheeler Group’s and, if the Combination completes, the Combined Group’s business,financial condition and results of operations.

22. The Wood Group and the Amec Foster Wheeler Group are and, if the Combinationcompletes, the Combined Group will be exposed to the risk of changes in tax legislationand its interpretation, as well as to changes in the rate of corporate and other taxes,levies, duties or charges in the jurisdiction in which it operates or they operate.

The activities of the Wood Group and the Amec Foster Wheeler Group are and, if the Combinationcompletes, the activities of the Combined Group will be subject to tax at various rates in thejurisdictions in which they operate, computed in accordance with local legislation, policy and practice.Action by governments to change tax rates or to impose additional taxes, levies, duties or charges orremove incentives (especially in respect of the relevant businesses) and, in particular any action takenby the new US administration in these areas, could reduce the profitability of the Wood Group, theAmec Foster Wheeler Group and, if the Combination completes, the Combined Group. Withdrawal of,or amendment to, clearances (or indicated clearances) from tax authorities, revisions to tax legislationor to its interpretation or changes in any applied policy or practice, including where such changesapply retrospectively, could also materially affect the business, financial condition or results ofoperations of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group.

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In addition, action by governments and/or tax authorities to change tax rates or to impose additionaltaxes, levies, duties or charges or remove incentives on customers of the Wood Group, the AmecFoster Wheeler Group and, if the Combination completes, the Combined Group could affect the levelof expenditure on the services and products of the Wood Group, the Amec Foster Wheeler Groupand, if the Combination completes, the Combined Group and, consequently, could reduce theprofitability of the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes,the Combined Group.

23. The Wood Group and the Amec Foster Wheeler Group are and, if the Combinationcompletes, the Combined Group will be exposed to treasury and trading risks, includingliquidity risk, interest rate risk, foreign exchange rate risk, commodity price risk and creditrisk and are affected by the global macro-economic environment as well as financial andcommodity market conditions.

The Wood Group’s and the Amec Foster Wheeler Group’s subsidiaries, joint ventures and alliancesare and, if the Combination completes, those of the Combined Group will be subject to differingeconomic and financial market conditions throughout the world. Political or economic instability affectssuch markets. If the associated risks set out below materialise, they could have a material adverseeffect on the business, results of operations and financial condition of the Wood Group, the AmecFoster Wheeler Group and, if the Combination completes, the Combined Group.

Both the Wood Group and the Amec Foster Wheeler Group are and, if the Combination completes,the Combined Group will be exposed to changes in currency values and to exchange controls as aresult of their substantial international operations. The Wood Group’s reporting currency is and, if theCombination completes, the Combined Group’s reporting currency will be US Dollars and the AmecFoster Wheeler Group’s reporting currency is Pounds Sterling. However, the Wood Group and theAmec Foster Wheeler Group, to a material extent, hold assets and are exposed to liabilities in othercurrencies (and that will also be the case, if the Combination completes, for the Combined Group). Forthe Wood Group, these currencies include Pounds Sterling, the Australian Dollar and the CanadianDollar, and for the Amec Foster Wheeler Group these include the Euro, the Australian Dollar, theCanadian Dollar and the US Dollar. While the Wood Group and the Amec Foster Wheeler Groupundertake some foreign exchange hedging, they do not do so for all of their activities. Furthermore,even where hedging is in place, it may not function as expected. The Wood Group and the AmecFoster Wheeler Group are and, if the Combination completes, the Combined Group will be alsoexposed to interest rates on their floating rate debt. Fluctuation in interest rates affect the interestexpense on existing debt and the cost of new financings. Whilst the Wood Group and the AmecFoster Wheeler Group attempt and, if the Combination completes, the Combined Group will attempt tomanage interest rate risks, the Wood Group’s, the Amec Foster Wheeler Group’s or, if theCombination completes, the Combined Group’s cost of borrowing would be materially adverselyaffected by an increase in interest rates.

The Wood Group’s, the Amec Foster Wheeler Group’s and, if the Combination completes, theCombined Group’s financing costs may also be affected by interest rate fluctuations or any creditstanding deterioration.

The Wood Group and the Amec Foster Wheeler Group are exposed to credit risk; their counterpartiesmay fail or may be unable to meet their payment and/or performance obligations under commercialarrangements. Although the Wood Group and the Amec Foster Wheeler Group do not have significantdirect exposure to sovereign debt, it is possible that their partners and customers may have exposurewhich could impair their ability to meet their obligations, thereby materially adversely affecting thebusiness, financial condition and results of operations of the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group. The pension funds of the WoodGroup and the Amec Foster Wheeler Group may invest in government bonds. The Amec FosterWheeler Group is and, if the Combination completes, the Combined Group will be also exposed topolitical and economic risk events that may contribute to non-payment of financial obligations to theAmec Foster Wheeler Group and, if the Combination completes, to the Combined Group bygovernment or government-owned entities, or otherwise impact successful project delivery andimplementation. Therefore, a sovereign debt downgrade or other default could have a materialadverse effect on the business, financial condition and results of operations of the Wood Group, theAmec Foster Wheeler Group and, if the Combination completes, the Combined Group.

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24. Scottish independence and the United Kingdom’s exit from the European Union.

On 23 June 2016, the United Kingdom held a referendum in which voters were asked to decidewhether the United Kingdom should remain a member of the European Union or leave the EuropeanUnion. The outcome of the referendum was a vote to leave the European Union. On 29 March 2017,the government of the United Kingdom invoked Article 50 of the Lisbon Treaty (“Article 50”), meaningthat the United Kingdom shall cease to be a member of the European Union on 30 March 2019 unlessthe European Council, in agreement with the United Kingdom, unanimously decides to extend theprescribed two year negotiation period.

The result of the EU Referendum and the subsequent invocation of Article 50, have revived politicaluncertainty regarding Scottish independence highlighted by the vote of the Scottish parliament on28 March 2017 demanding a second independence referendum. Such uncertainty may also beincreased by the results of the forthcoming United Kingdom general election. Such uncertainty mightpotentially result in additional risks to the Wood Group (which is incorporated in Scotland) and theAmec Foster Wheeler Group, each of which has operations in Scotland and, if the Combinationcompletes, the Combined Group.

There is also uncertainty as to the impact of the vote to leave the European Union and the invocationof Article 50 on general economic conditions in the United Kingdom and the United Kingdom’s futurerelationship with the European Union. Therefore, no assurance can be given as to the impact ofinvocation of Article 50 on the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group. The invocation of Article 50 may have a material adverse impact onthe Wood Group’s, the Amec Foster Wheeler Group’s and, if the Combination completes, theCombined Group’s business, financial condition and results of operations. For example, during theintervening period before an agreement is reached with the European Union in respect of the UnitedKingdom’s withdrawal, the uncertainty surrounding the withdrawal process may result in a reduction inoil and gas or power prices. The period of uncertainty may extend for several years beyond the UnitedKingdom’s formal withdrawal from the European Union as the United Kingdom’s new trading and otherrelationships with the European Union and the rest of the world are defined (as well as theimplications these relationships might have for immigration and parliamentary sovereignty).

25. The Amec Foster Wheeler Group is and, if the Combination completes, the CombinedGroup will be exposed to funding risks in relation to defined benefit pension schemes.

The Amec Foster Wheeler Group operates a number of defined benefit pension schemes. The mostsignificant schemes (other than the Canadian scheme) are now closed to future accrual. The mostrecent actuarial valuation of the most significant pension scheme will be carried out as at31 March 2017, although the outcome is not expected to be known until late 2017. However,based on current market conditions and the pension trustees’ current assumptions, it is expected thatthere will be a deficit on this scheme.

As at 31 December 2016, the net deficit on Amec Foster Wheeler’s defined benefit schemes, on thevaluation basis specified in IAS 19 “Employee Benefits”, was £137 million before tax, as compared toa net surplus as at 31 December 2015 of £63 million.

A prolonged period of lower than expected asset returns, fluctuations in bond rates and/or unexpectedincreases in longevity could create or worsen a funding shortfall in one or more of the schemes, inwhich circumstances the Amec Foster Wheeler Group or, if the Combination completes, the CombinedGroup may agree, or be required, to make additional cash contributions to the schemes to eliminatethe funding shortfall. If significant, such additional contributions may constrain the Amec FosterWheeler Group’s or, if the Combination completes, the Combined Group’s ability to invest inacquisitions or capital expenditure, thereby adversely impacting growth and profitability. In addition, incertain limited circumstances, the Amec Foster Wheeler Group or, if the Combination completes, theCombined Group may be required to contribute significant additional amounts to its UK pensionschemes, either as a result of actions by the Pensions Regulator in the United Kingdom to imposefinancial support directions or contribution notices, or if, following negotiation with the trustees of thedefined benefit schemes, the trustees take a more prudent approach to deficit recovery payments orthe trustees were to determine that a portion of any proceeds from a disposal or capital raising shouldbe used to support the pension scheme, which could thereby also have a material adverse effect onthe Amec Foster Wheeler Group’s or, if the Combination completes, the Combined Group’s business,financial condition and results of operations.

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26. The Wood Group and the Amec Foster Wheeler Group operate, and if the Combinationcompletes, the Combined Group will operate, in many jurisdictions that have differingdegrees of political, legal and fiscal stability. This exposes them or, in the case of theCombined Group, will expose it to a wide range of political developments that could resultin changes to contractual terms, laws and regulations. In addition, the Wood Group andthe Amec Foster Wheeler Group face and if the Combination completes, the CombinedGroup will face, the risk of litigation and disputes worldwide.

Developments in politics, laws and regulations can and do affect the Wood Group’s and the AmecFoster Wheeler Group’s and will, if the Combination completes, affect the Combined Group’soperations. Potential developments include forced divestment of assets, expropriation of property,cancellation or forced renegotiation of contract rights, additional taxes (including windfall taxes)restrictions on deductions, retroactive tax claims, trade controls, local content requirements, foreignexchange controls, changing environmental regulations and onerous operational and disclosurerequirements. A prolonged period of lower oil and gas prices may impact the financial, fiscal, political,social and legal stability of countries that rely significantly on oil and gas revenue streams. This, inturn, may have a material adverse effect on the business, financial condition and results of operationsof the Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group. From time to time, cultural and political factors play a role in unprecedented andunanticipated judicial outcomes that could have a material adverse effect on the Wood Group, theAmec Foster Wheeler Group and, if the Combination completes, the Combined Group. Non-compliance with policies and regulations may result in regulatory investigations, litigation andultimately sanctions. Certain governments and regulatory bodies may utilise their constitutional powersto unilaterally amend or cancel existing agreements or arrangements, fail to honour existingcontractual commitments, or seek to adjudicate disputes between private litigants. Additionally, certaingovernments have adopted laws and regulations that could potentially force the Wood Group, theAmec Foster Wheeler Group and, if the Combination completes, the Combined Group to violate othercountries’ laws and regulations, thus potentially subjecting them to both criminal and civil sanctions.Moreover, instability and changes in the global political environment may lead to internationalsanctions being imposed against countries in which the Wood Group and the Amec Foster WheelerGroup operate and, if the Combination completes, the Combined Group will operate. Suchdevelopments and outcomes may have a material adverse effect on the business, results ofoperations and financial condition of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group.

27. The Wood Group’s and the Amec Foster Wheeler Group’s operations expose them and, ifthe Combination completes, the Combined Group’s operations will expose it to socialinstability, civil unrest, terrorism, piracy, acts of war and pandemic diseases that couldhave a material adverse effect on their business, results of operations and financialcondition.

As seen in recent years in North Africa and the Middle East in particular, social and civil unrest, bothin the countries in which the Wood Group and the Amec Foster Wheeler Group operate andelsewhere, can and do affect the Wood Group and the Amec Foster Wheeler Group and the samewill, if the Combination completes, affect the Combined Group. Such potential developments thatcould have a material adverse effect on their business, results of operations and financialcondition include acts of political or economic terrorism, acts of maritime piracy, conflicts includingwar, civil unrest (including disruptions by non-governmental and political organisations), and localsecurity concerns that threaten the safe provision of their services and products. Pandemic diseases,such as Ebola, can impact operations directly and indirectly. If such risks materialise, they could resultin injuries, loss of life, environmental harm and disruption to business activities, each of which couldhave a material adverse effect on the business, results of operations and financial condition of theWood Group, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup.

28. The Wood Group and the Amec Foster Wheeler Group rely, and if the Combinationcompletes, the Combined Group will rely heavily on IT systems for their operations.

The Wood Group and the Amec Foster Wheeler Group are and, if the Combination completes, theCombined Group will be dependent on the secure and continued effective operation of their ITsystems (including back-up measures) and their use of internal and client data. Such systems,

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including those provided by third party service providers, may fail and/or sensitive data held by themmay be lost.

Information and communication systems by their nature are susceptible to internal and externalsecurity breaches, including computer hacker and cyber-terrorist breaches, wilful breaches byemployees and employees succumbing to criminal scamming from external sources, and can fail orbecome unavailable for a significant period of time. A significant failure of the Wood Group’s, theAmec Foster Wheeler Group’s or, if the Combination completes, the Combined Group’s IT systemsand existing controls could lead to loss of control over critical business, project information and/orsystems, resulting in an adverse impact on the ability to operate effectively or to fulfil contractualobligations. Such failure may, in turn, lead to a loss of customers, revenue and profitability, theincurring of significant remedial costs and reputational harm. The Wood Group and the Amec FosterWheeler Group seek and, if the Combination completes, the Combined Group will seek to detect andinvestigate all such security incidents, aiming to prevent their recurrence.

The operations of the Wood Group and the Amec Foster Wheeler Group are and, if the Combinationcompletes, the Combined Group will be dependent on the use of internal data and customer data. TheWood Group and the Amec Foster Wheeler Group has incurred and, if the Combination completes,the Combined Group will incur expenses to comply with mandatory privacy and security standardsand protocols imposed by law, regulation, industry standards or contractual obligations relating to thecollection, use and security of personal information data. Failure to comply with such data privacy lawsand regulations may result in fines, penalties, claims and reputational damage. Additionally, if datasecurity controls fail, there is a risk that protected, sensitive or personal data, including importantintellectual property, may be unintentionally disclosed which could lead to the violation of clientconfidentiality agreements, reputational harm and the loss of critical data, and which in turn could leadto fines and/or claims.

Any of the foregoing could have a material adverse effect on the business, financial condition andresults of operations of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group.

29. Violations of laws and/or regulations (including in relation to bribery, corruption andmoney laundering) carry fines and may expose the Wood Group, the Amec FosterWheeler Group and, if the Combination completes, the Combined Group, to criminalsanctions, debarment and civil suits.

The Wood Group and the Amec Foster Wheeler Group are and, if the Combination completes, theCombined Group will be subject to a significant number and growing range of laws and regulationsincluding, amongst others, those relating to business ethics and employment practices. In addition, theAmec Foster Wheeler Group carries out and, if the Combination completes, the Combined Group willcarry out operations in the nuclear sector (subject to the proposed sale described in paragraph 5 ofPart VIII (Information about the Amec Foster Wheeler Group)), which is subject to extensivegovernmental regulations. Due to the nature of their activities, including their use of commercialintermediaries, and spheres of operation, the Wood Group, the Amec Foster Wheeler Group and, ifthe Combination completes, the Combined Group carry a significant risk of non-compliance and anyviolations of legal and regulatory requirements could have a material adverse effect on the business,results of operations and financial condition of the Wood Group, the Amec Foster Wheeler Group and,if the Combination completes, the Combined Group, resulting from the imposition of substantialpenalties, exposure to regulatory investigations, debarment from tendering, injunction, litigation fromthird parties, asset seizures, termination of existing contracts, revocation or restrictions of licences,reputational damage, imposition of a monitor and, in the case of individuals, imprisonment.

As multinational companies conducting their business across a number of jurisdictions and, to amaterial extent, through joint ventures and alliances in which they do not exercise control, the WoodGroup and the Amec Foster Wheeler Group are and, if the Combination completes, the CombinedGroup will be exposed to increased risks of bribery, fraud and corruption (in particular, in relation totender and contract bid processes). Due to the scale of the Wood Group’s, the Amec Foster WheelerGroup’s and, if the Combination completes, the Combined Group’s operations, bribery, fraud andcorruption both internally and externally may be more difficult to detect and any violations of the USForeign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010 (as amended) or otherrelevant anti-bribery, anti-corruption or anti-money laundering legislation may have a material adverseeffect as described above. Further, penalties imposed on their partners in a joint venture or alliance for

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violations unrelated to the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group could materially impact the ability of such partners or members tofulfil their contractual commitments, and thereby result in a material adverse effect on, the business,results of operations and financial condition of the Wood Group, the Amec Foster Wheeler Group and,if the Combination completes, the Combined Group.

The Serious Fraud Office (“SFO”) announced on 19 July 2016 that it is conducting a criminalinvestigation into the activities of Unaoil, a Monaco-based company, and its officers, employees andagents in connection with suspected offences of bribery, corruption and money laundering, and theSFO made a general request for information in relation to its investigation into the activities of Unaoil.Since that announcement, the SFO has announced that it has also opened investigations, related toits ongoing investigation into the activities of Unaoil, in relation to various other parties (and theirofficers, employees and agents) for suspected offences of bribery, corruption and/or moneylaundering. As described in paragraph 10 of Part XVI (Additional information) under “Amec FosterWheeler Investigations”, the SFO has required Amec Foster Wheeler to produce information inconnection with the SFO’s investigation into Unaoil. As also described in paragraph 10 of Part XVI(Additional Information), the same information has been provided to the SEC and DOJ. The SEC andDOJ already have ongoing investigations into Amec Foster Wheeler in connection with these mattersand Amec Foster Wheeler considers that these matters may well develop into an investigation ofAmec Foster Wheeler by the SFO. Independently, JWG has been conducting an internal investigationinto the Wood Group’s historical engagement of Unaoil, reviewing information available to the WoodGroup in this context. This internal investigation has confirmed that a Wood Group joint ventureengaged Unaoil and that the joint venture made payments to Unaoil under agency agreements. Fromthe information reviewed to date, the internal investigation has not confirmed that the payments madeby the joint venture to Unaoil were used by Unaoil in ways that would amount to bribery, corruption ormoney laundering offences, or that there was any involvement in or knowledge of bribery, corruptionor money laundering offences on the part of Wood Group companies, the joint venture or theirpersonnel. The internal investigation is continuing and is expected to conclude in the coming months.JWG has informed the Crown Office and Procurator Fiscal Service, the relevant authority in Scotland,that it is currently undertaking the internal investigation. Any violation of legal and regulatoryrequirements identified during the course of these investigations could have a material adverse effecton the business, results of operations and financial condition of the Wood Group and, if theCombination completes, the Combined Group.

The Wood Group and the Amec Foster Wheeler Group have procedures, systems and controls inplace to monitor internal and external compliance with relevant laws and regulations and use ofcommercial intermediaries, but there can be no assurance that the Wood Group’s or the Amec FosterWheeler Group’s policies and procedures will be followed at all times or will effectively detect and/orprevent violations of the applicable laws or other fraudulent activity by one or more of their employees,consultants, subcontractors, commercial intermediaries or partners. In addition, the Wood Group, theAmec Foster Wheeler Group or, if the Combination completes, the Combined Group may also bedeemed to be responsible for or face civil or criminal liability (including penalties or other fines) as aresult of historical matters related to previously acquired companies.

30. Adverse changes in macroeconomic, market and other conditions could result in theimpairment of the goodwill and other intangible assets of the Wood Group, the AmecFoster Wheeler Group and, if the Combination completes, the Combined Group and mayaffect the distributable reserves of the Wood Group, the Amec Foster Wheeler Group and,if the Combination completes, the Combined Group.

Goodwill is tested for impairment annually, or more often if an event or circumstance indicates that itmay be impaired. Other intangible assets are tested for impairment whenever there is an indication ofimpairment. An impairment test is an assessment of whether the carrying amount of an asset can besupported by the net present value of the future cash flows that are expected to be delivered from it,either by the relevant company in its business or from sale. An impairment test requires managementto make certain critical assumptions, including future sales volumes, profit margins and long-termgrowth rates and to determine an appropriate discount rate to apply to the estimated cash flows. Otherfactors that may affect revenue and profitability (for example, intensifying competition, pricingpressures, regulatory changes and other industry developments) are also considered. Discount ratesare based on current yields on government bonds, the level of which may change substantially fromperiod to period and which may be affected by political and economic developments which are beyond

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the control of the Wood Group, Amec Foster Wheeler Group and, if the Combination completes, theCombined Group.

An impairment loss is recognised if the carrying value of the asset is not supported by the net presentvalue of the cash flows expected to be derived from it. Whilst an impairment loss does not in itselfaffect cash flows, it may be an indication that future cash flows are expected to decline. Moreover, anysignificant impairment in the carrying value of goodwill may indicate an associated impairment in therelated investment held by the parent company. No assurance can be given that any such futureimpairment loss would not affect the distributable reserves of the Wood Group, the Amec FosterWheeler Group and, if the Combination completes, the Combined Group and, therefore, their ability topay dividends to their shareholders.

31. The Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group, are exposed to the risk of critical business interruption.

The operations of the Wood Group, the Amec Foster Wheeler Group and, if the Combinationcompletes, the Combined Group are vulnerable to damage or interruption from a number of sources,including fire, flood, tsunami, hurricane, monsoon, sandstorm, earthquake, telecommunications failure,physical and electronic break-ins, other breaches of IT security and similar events. There can be noassurance that the occurrence of one of the events described above would not cause significantdisruption to the business of the Wood Group, the Amec Foster Wheeler Group and, if theCombination completes, the Combined Group. Any such disruption would impact the ability of theWood Group, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup to perform against their contracts and could have a material adverse effect on the business,financial condition and results of operations of the Wood Group, the Amec Foster Wheeler Group and,if the Combination completes, the Combined Group.

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PART BRISKS RELATING TO THE COMBINATION

1. Completion is subject to a number of Conditions which may not be satisfied or waived orwhich may be satisfied subject to conditions imposed by regulatory bodies or other thirdparties and may result in the Combination’s completion being delayed, the Combinationnot completing, or the Wood Group or the Amec Foster Wheeler Group being required todivest assets in order to satisfy any such conditions so imposed.

The Scheme is subject to the Conditions and further terms and conditions set out in the SchemeDocument. These Conditions include, among other things:

• the receipt of the relevant clearances from competition authorities in Australia, Canada,Kazakhstan, Turkey, the United Kingdom and the United States, in addition to certain foreigninvestment and other regulatory clearances including under the CFIUS regime in the US. As atthe Latest Practicable Date, relevant clearances have been received from the competitionauthorities in Canada, Turkey and the United States and therefore these conditions have beensatisfied;

• no concerns being raised and/or the transaction being permitted to close if the Combinationbecomes subject to national security review in Canada or the United Kingdom (whether by theSecretary of State for Defence, the Secretary of State for Business, Energy & Industrial Strategyor otherwise);

• approval of the Scheme by a majority in number of Amec Foster Wheeler Shareholdersrepresenting not less than 75 per cent. in value of Amec Foster Wheeler Shareholders who areon the register of members of Amec Foster Wheeler at the Voting Record Time, present andvoting, whether in person or by proxy, at the Court Meeting;

• all resolutions required to approve and implement the Scheme and to approve certain relatedmatters being duly passed by the requisite majority of Amec Foster Wheeler Shareholders at theAmec Foster Wheeler General Meeting;

• the approval of the Scheme by the Court within specified timeframes (with or without modificationbut subject to any modification being on terms acceptable to Amec Foster Wheeler and JWG)and, following such approval, the delivery of a copy of the Scheme Court Order to the Registrarof Companies by no later than the Longstop Date;

• all resolutions required to approve and implement the Scheme and acquisition of the AmecFoster Wheeler Shares and to approve certain related matters being duly passed by the requisitemajority of JWG Shareholders at the JWG General Meeting; and

• Admission becoming effective.

There is no guarantee that the Conditions will be satisfied in the necessary time frame (or waived, ifapplicable) and the Combination may, therefore, be delayed or not complete. Delay in completing theCombination will prolong the period of uncertainty for the Wood Group and the Amec Foster WheelerGroup and both delay and failure to complete may result in the accrual of additional costs to theirbusinesses (for example, there may be an increase in costs in relation to the preparation and issue ofdocumentation or other elements of the planning and implementation of the Combination) without anyof the potential benefits of the Combination having been achieved. In addition, JWG’s and AmecFoster Wheeler’s management would have spent time in connection with the Combination, whichcould otherwise have been spent more productively in connection with the other activities of the WoodGroup and the Amec Foster Wheeler Group, as applicable. Therefore, the aggregate consequences ofa material delay in completing or failure to complete the Combination may have a material adverseeffect on the business, results of operations and financial condition of the Wood Group, the AmecFoster Wheeler Group and, in the case of a delay only, the Combined Group. JWG may also, to theextent that a Break Fee Trigger occurs, be liable to pay a break fee of £25,000,000 (exclusive of VAT)to Amec Foster Wheeler.

JWG’s ability to invoke a Condition (other than certain antitrust clearances and Scheme-relatedconditions) to the Combination to either lapse the Combination or to delay the Combination beyondthe Longstop Date is subject to the Panel’s consent. The Panel will need to be satisfied that theunderlying circumstances are of “material significance” to JWG in the context of the Combination and

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this is a high threshold to fulfil. Consequently, there is a significant risk that JWG may be required tocomplete the Combination even where certain Conditions have not been satisfied or where a materialadverse change has occurred to the Amec Foster Wheeler Group.

It may also be the case that certain Conditions may only be satisfied subject to conditions orundertakings.

It is anticipated that, in order to obtain clearance from the CMA, JWG and Amec Foster Wheeler mayhave to provide certain undertakings (for example, as to divestments) to the CMA. As at the LatestPracticable Date, JWG has made a proposal to the CMA of a remedy commitment in respect of assetsand operations of Amec Foster Wheeler that represent the majority of Amec Foster Wheeler’supstream oil and gas business located in the UK and serving UK customers (excluding itscommissioning business, qedi). These assets and operations delivered approximately £740m inrevenue and £42m of EBITA in 2016, including a significant contribution from major projects which areexpected to complete over the next two years. The Current JWG Directors believe that this proposedremedy commitment would be sufficient to obtain clearance from the CMA. The terms of any disposalwill be subject to approval from the CMA, and any disposal will only be completed provided theCombination is implemented. The implementation of this proposal, whether in full or in part, may resultin additional costs and/or the delay or the failure (partial or otherwise) to realise the financial benefitsand synergies relating to the Combination identified by the parties or may otherwise impact theCombined Group’s strategy and operations.

JWG recognises that it may need to offer or commit to additional remedies in order to obtain therelevant clearances from the relevant competition authorities (including the CMA) but it does notcurrently anticipate having to do so. Such additional remedies could include (but not be limited to)commitments by JWG to divest (following Completion) or not to acquire in the first place, part of thebusiness or certain assets of the Amec Foster Wheeler Group. The implementation of any suchadditional remedies may result in additional costs and/or delay or the failure (partial or otherwise) torealise the financial benefits and synergies relating to the Combination identified by the parties or mayotherwise impact the Combined Group's strategy and options. The JWG Board would only offer orcommit to any such additional remedies where, in the context of securing the relevant clearance toenable the Combination to close, either (a) it is required to do so under its divestment undertakings toAmec Foster Wheeler (which are not material incrementally to the remedy proposed to the CMA asdescribed above), or (b) it considered such measures to be in the best interests of JWG Shareholdersas a whole and where it believed such measures would not have a material adverse effect on theoperational and financial performance of the Combined Group.

If any of the events described above were to occur, they may result in additional costs and/or thedelay or the failure (partial or otherwise) to realise the financial benefits and synergies relating to theCombination identified by the parties or may otherwise impact the Combined Group’s strategy andoperations.

Proceeding to complete the Combination without particular clearances and consents from third parties,which may include governments, regulators, associates and commercial counterparties, may impactthe Combined Group’s future strategy and operations, may result in the imposition of penalties, finesand other criminal and civil sanctions, the termination or variation of contracts and, potentially, the lossof assets and may cause damage to the Combined Group’s reputation and business relationships withgovernments, regulators and counterparties. If these events were to occur, there may be a materialadverse effect on the business, results of operations and financial condition of the Combined Groupand the market price of the JWG Shares.

2. The Combined Group’s success will be dependent upon its ability to integrate the WoodGroup and the Amec Foster Wheeler Group and deliver the value of the combinedunderlying businesses; the financial benefits and synergies expected from theCombination may not be fully achieved.

The Combined Group’s future prospects will, in part, be dependent upon the Combined Group’s abilityto integrate the Wood Group and the Amec Foster Wheeler Group successfully and completely,without disruption to the existing business.

While the JWG Directors believe that the financial benefits and synergies of the Combination havebeen reasonably estimated, unanticipated events, liabilities, tax impacts or unknown pre-existingissues may arise or become apparent which could result in the costs of integration being higher and

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the realisable benefits/synergies being lower than expected, resulting in a material adverse effect onthe business, financial condition and results of operations of the Combined Group. No assurance canbe given that the integration process will deliver all or substantially all of the expected benefits withinthe assumed time frame.

The Combined Group will face numerous challenges when integrating the business, including, amongothers, retaining key contracts, harmonising ways of working, realising synergies, standardisingpolicies and procedures, processes and systems, aligning shared values and retaining key employeesof the Combined Group and the corporate memory of the Amec Foster Wheeler Group. If theCombined Group does not properly manage these challenges, they may affect the effective running ofthe business in the ordinary course and the efficient allocation, including redeployment, of resourcesin the Combined Group.

Further, during the integration period, the Combined Group may not be in a position to acquire othercompanies or businesses that it might otherwise have sought to acquire. In view of the demands thatthe integration process may have on management time, it may also cause a delay in other projectscurrently contemplated by the Wood Group and/or the Amec Foster Wheeler Group.

3. The uncertainties about the effects of the Combination could have a materially adverseeffect on the Wood Group, the Amec Foster Wheeler Group, and, if the Combinationcompletes, the Combined Group.

Uncertainty about the effects of the Combination, including effects on employees, host governments,partners, contractors, regulators, suppliers and customers, may have a material adverse effect on thebusiness, results of operations and financial condition of the Wood Group, the Amec Foster WheelerGroup and, if the Combination completes, the Combined Group. These uncertainties could causeparties that have business or other relationships with the Wood Group or the Amec Foster WheelerGroup to defer the consummation of other transactions or other decisions concerning the business ofthe Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, the CombinedGroup or to seek to change their existing business or other relationships with the Wood Group or theAmec Foster Wheeler Group. In addition, following Completion, there is also a risk that some currentand prospective employees may experience uncertainty about their future roles within the CombinedGroup, which may adversely affect the Combined Group’s ability to retain or recruit key managers andother employees. The Combined Group will need to take action to prevent or minimise any detrimentalimpact of the Combination and the integration process on its relationships with employees, hostgovernments, partners, contractors, regulators, suppliers and customers of the Wood Group and theAmec Foster Wheeler Group, to avoid such a material adverse effect.

4. Restrictions and covenants in the documentation governing the principal debt facilities ofthe Wood Group, the Amec Foster Wheeler Group and, if the Combination completes, theCombined Group, limit the ability of the Wood Group, the Amec Foster Wheeler Groupand, if the Combination completes, will limit the ability of the Combined Group to takecertain actions and to perform certain corporate functions.

The principal debt facilities of the Wood Group comprise bilateral revolving credit facilities ofUS$950 million to February 2021 and US$375 million of unsecured senior loan notes (with a mix of 7,10 and 12 year maturities) issued in the US private placement market during 2014.

The principal debt facilities of the Amec Foster Wheeler Group provided by a syndicate of lenderscomprise two term loan facilities of £591 million and £650 million each to March 2019 and March 2021respectively and a committed revolving credit facility of £400 million to March 2021.

In connection with the Combination, the Wood Group has put in place US$2,750 million of committedsyndicated term and revolving credit facilities (comprising a US$1,000 million term loan facility and aUS$1,750 million revolving credit facility (the “New Wood Group Facilities”)). The New Wood GroupFacilities are available to be drawn down at, or shortly following, Completion to refinance in full andreplace each of the Wood Group’s existing bilateral revolving credit facilities and the Amec FosterWheeler Group’s existing syndicated term and revolving credit facilities. Whether or not Completionoccurs, Wood Group’s unsecured senior loan notes are expected to remain outstanding.

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The documentation governing the credit facilities and unsecured senior loan notes described abovecontains a number of significant covenants, undertakings and other obligations, including:

• restrictions on the ability of the Wood Group and the Amec Foster Wheeler Group to raiseadditional borrowings, other than in specified circumstances;

• restrictions on the ability of the Wood Group and the Amec Foster Wheeler Group to acquire, ordispose of, businesses or assets, other than in certain circumstances;

• a net debt financial covenant that imposes a cap on the maximum amount of net borrowings ofthe Wood Group and the Amec Foster Wheeler Group, respectively, as a proportion of EBITDA(adjusted, in each case, to take account of certain actions such as acquisitions and disposalsduring a relevant test period); and

• an interest cover financial covenant that requires EBITDA of the Wood Group and the AmecFoster Wheeler Group, respectively (adjusted, in each case, to take account of certain actionssuch as acquisitions and disposals during a relevant test period), to exceed the total amount oftheir respective interest charges by a stated multiple.

If the Combination completes, the covenants, undertakings and other obligations in the documentationgoverning the New Wood Group Facilities will also apply to the Combined Group.

If the Wood Group, the Amec Foster Wheeler Group or, if the Combination completes, the CombinedGroup wish to undertake transactions which would otherwise be restricted under the documentationgoverning their relevant debt facilities, the consent of all, or (in certain cases) a majority of, the lendersin respect of those debt facilities may be required. If such consent is not sought, or is sought but notgranted, the Wood Group, the Amec Foster Wheeler Group or, if the Combination completes, theCombined Group may be restricted from implementing their respective strategic objectives which may,in turn, limit their respective ability to take opportunities for further growth and expansion.

5. Current JWG Shareholders and former Amec Foster Wheeler Shareholders will own asmaller percentage of JWG, if the Combination completes, than they currently own ofJWG and Amec Foster Wheeler respectively.

If the Combination completes, the existing JWG Shareholders and the former Amec Foster WheelerShareholders will own a smaller percentage of JWG than they currently own of JWG and Amec FosterWheeler, respectively. Assuming there are no other issues of JWG Shares or Amec Foster WheelerShares between the Latest Practicable Date and the date of Admission and that 296,541,894 NewJWG Shares are issued, the existing JWG Shareholders and former Amec Foster WheelerShareholders will own approximately 56 per cent. and 44 per cent. respectively of the outstandingJWG Shares(1). As a consequence, the proportion of voting rights which can be exercised and theinfluence which may be exerted by them in respect of the Combined Group will be reduced.

(1) Please see paragraph 17 of Part XVI (Additional information) for details of how these dilution estimates were calculated.

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PART CRISKS RELATING TO THE JWG SHARES

1. The value of the New JWG Shares may fluctuate significantly.

Following Completion, the JWG Shares will continue to be publicly traded and, as a result of a numberof factors and events, including, but not limited to, those referred to in this Part, their market price maybe volatile. Some of these events, for example, market conditions, geopolitical developments or theaction of competitors, will be outside the control of the Combined Group.

2. Future issues of JWG Shares or the sale of a substantial number of JWG Shares couldaffect the market price of the New JWG Shares and further dilute the interests of the JWGShareholders.

The future issue or the sale or transfer of JWG Shares, or the perception that this is likely to occur,may cause the market price of the JWG Shares to fluctuate or decline and dilute the interests of JWGShareholders, including, if the Combination completes, the holders of the New JWG Shares.

3. JWG Shareholders may not receive a return on their investment or may receive a negativereturn and lose some or all of the capital invested.

JWG’s results of operations and financial condition will, following Completion, be dependent on thetrading performance of the members of the Combined Group. There can be no assurance that JWGwill pay dividends in the future. Any decision to declare and pay dividends in the future will be made atthe discretion of the JWG Directors and will depend on, inter alia, applicable law, regulation,restrictions, JWG’s and the Combined Group’s financial performance and position (including theavailability of distributable profits and reserves and cash available for this purpose), regulatory capitalrequirements, working capital requirements, finance costs, general economic conditions and otherfactors the JWG Directors deem significant from time to time. JWG’s ability to pay dividends will alsodepend on the level of dividends and other distributions, if any, received from its operating subsidiariesand companies in which it has an investment. The payment of dividends or return of cash by othermeans to JWG by its subsidiaries is, in turn, subject to restrictions, including the existence of sufficientdistributable reserves and cash in those subsidiaries as well as certain restrictions in JWG’s debtfinancing arrangements. These restrictions could limit or prohibit the payment of dividends to JWG byits subsidiaries, which could restrict JWG’s ability to pay dividends to JWG Shareholders and thiscould have a material adverse effect on the market price of the JWG Shares. There is, therefore, noguarantee that JWG Shareholders will receive a return on their investment and they may receive anegative return and lose some or all of the capital invested.

4. Holders of JWG Shares will be exposed to exchange rate risk.

Cash dividends on JWG Shares are announced in US Dollars and paid, by default, in Pounds Sterling,although JWG Shareholders are able to elect to receive dividends in US Dollars.

As a consequence, JWG Shareholders residing in a jurisdiction whose principal currency is not the USDollar will be exposed to the exchange rate between the US Dollar and the principal currency of theirjurisdiction. Also, JWG Shareholders residing in a jurisdiction whose principal currency is not thecurrency in which they receive dividends will be exposed to the exchange rate between the currencyin which they receive dividends and the principal currency of their jurisdiction.

5. Holders of JWG Shares outside the UK may not be able to exercise pre-emption rights orparticipate in future equity issues.

The securities laws of certain jurisdictions outside the UK may restrict the participation by, or JWG’sability to allow participation of, certain shareholders in such jurisdictions in any future issues carriedout by JWG of JWG Shares or of other securities. In the case of a future allotment of new JWGShares for cash, the then existing JWG Shareholders have certain statutory pre-emption rights unlessthose rights are disapplied by a special resolution of the JWG Shareholders at a general meeting. Anissue of new JWG Shares not for cash or when pre-emption rights have been disapplied could dilutethe interests of the then-existing JWG Shareholders.

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6. The taxation of an investment in JWG shares and New JWG shares depends on a holder’sindividual position, and investors should accordingly take their own advice.

The taxation of an investment in JWG Shares and New JWG Shares depends on the individualcircumstances of JWG Shareholders or investors in New JWG Shares and the summary of the UKand US taxation treatment of an investment in the JWG Shares, including the New JWG Shares, setout in Part XIV of this document is intended as a general guide only. It does not address the specifictax position of every investor and only deals with rules of UK and US taxation of general application.Therefore, any investors who are in any doubt as to their tax position regarding the JWG Shares,including the New JWG Shares and any investors subject to tax in a jurisdiction other than the UK andUS should consult their own independent tax advisers.

7. It may not be possible to effect service of process upon the Wood Group, the AmecFoster Wheeler Group or, if the Combination completes, the Combined Group or thedirectors or enforce court judgments against the Wood Group, the Amec Foster WheelerGroup or, if the Combination completes, the Combined Group or the directors.

A significant amount of the assets of the Wood Group and the Amec Foster Wheeler Group arelocated in the United Kingdom. In addition, the majority of the JWG Directors, Amec Foster WheelerDirectors, the JWG Senior Management and Amec Foster Wheeler Senior Managers are located inthe United Kingdom. As a result, it may not be possible for investors outside the United Kingdom toeffect service of process against the Wood Group, the Amec Foster Wheeler Group or, if theCombination completes, the Combined Group or the JWG Directors or the Amec Foster WheelerDirectors or to enforce the judgment of a court outside the United Kingdom against the Wood Group,the Amec Foster Wheeler Group or, if the Combination completes, the Combined Group or the JWGDirectors or the Amec Foster Wheeler Directors.

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PART IIIPRESENTATION OF INFORMATION

1. GENERAL

Prospective investors should only rely on the information contained in this Prospectus (for theavoidance of doubt, neither the Announcement nor the Scheme Document has been incorporated byreference into this Prospectus). No person has been authorised to give any information or make anyrepresentations other than those contained in this Prospectus and, if given or made, such informationor representation must not be relied upon as having been so authorised by JWG, the JWG Directors,the Wood Group, J.P. Morgan Cazenove, Credit Suisse or any other person involved in theCombination. No representation or warranty, express or implied, is made by JWG, the JWG Directors,the Wood Group, J.P. Morgan Cazenove, Credit Suisse or any other person involved in theCombination as to the accuracy or completeness of such information or representation.

Without prejudice to any legal or regulatory obligation on JWG to publish a supplementary prospectuspursuant to section 87G of FSMA and PR 3.4, neither the delivery of this Prospectus nor Admissionshall, under any circumstances, create any implication that there has been no change in the businessor affairs of the Wood Group or the Amec Foster Wheeler Group taken as a whole since the date ofthis Prospectus or that the information in it is correct as of any time after the date of this Prospectus.JWG will comply with its obligation to publish supplementary prospectuses containing further updatedinformation as required by law or by a regulatory authority and, in particular, its obligations under theProspectus Rules, the Listing Rules and the Disclosure and Transparency Rules (as appropriate) butassumes no further obligation to publish additional information.

The contents of this Prospectus or any subsequent communications from JWG, the Wood Group orJ.P. Morgan Cazenove, Credit Suisse or any of their respective affiliates, officers, directors, employeesor agents are not to be construed as legal, financial or tax advice. If you are in any doubt about thecontents of this Prospectus or the action you should take, you are recommended to seek your ownindependent financial advice immediately from your stockbroker, bank manager, solicitor, accountantor independent financial adviser (who is, if you are resident in the UK, duly authorised under FSMA or,if not, from another appropriately authorised independent financial adviser). Each prospective investorshould consult with such advisers as needed to make any decision in relation the Combination andthe New JWG Shares and to determine whether it is legally permitted to hold shares under applicablelegal investment requirements or similar laws or regulations. Prospective investors should be awarethat they may be required to bear the financial risks of this investment for an indefinite period of time.

Investing in and holding the New JWG Shares involves financial risk. Prior to investing in the NewJWG Shares, investors should carefully consider all of the information contained in this Prospectus,paying particular attention to Part II (Risk factors). Investors should consider carefully whether aninvestment in the New JWG Shares is suitable for them in light of the information contained in thisProspectus and their personal circumstances. Each investor acknowledges that it has not relied onJ.P. Morgan Cazenove, Credit Suisse or any person affiliated with either of them in connection withany investigation of the accuracy of any information contained in this Prospectus or any decision inrelation the Combination and the New JWG Shares. Nothing contained in this Prospectus is, or shallbe relied upon as, a promise or representation by J.P. Morgan Cazenove or Credit Suisse as to thepast, present or future.

J.P. Morgan Cazenove and Credit Suisse and their affiliates may have engaged in transactions with,and provided various investment banking, financial advisory and other services to JWG, for which theywould have received customary fees. J.P. Morgan Cazenove and Credit Suisse and their affiliates mayprovide such services to JWG and any of its affiliates in the future.

2. WEBSITE AND MEDIA INFORMATION

The contents of JWG’s website (www.woodgroup.com) and Amec Foster Wheeler’s website(www.amecfw.com), the contents of any website accessible from hyperlinks on such websites orany other website referred to in this Prospectus do not form part of this Prospectus and prospectiveinvestors should not rely on them.

Furthermore, JWG does not accept any responsibility for the accuracy or completeness of anyinformation reported by the press or other media, or the fairness or appropriateness of any forecasts,views or opinions expressed by the press or other media regarding the Combination, the Wood Group,

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the Amec Foster Wheeler Group and/or the Combined Group. JWG, the JWG Directors, the WoodGroup, J.P. Morgan Cazenove and Credit Suisse and other persons involved in the Combination makeno representation as to the appropriateness, accuracy, completeness or reliability of any suchinformation or publication.

3. FORWARD LOOKING STATEMENTS

This Prospectus contains certain forward looking statements with respect to the financial condition,results of operations and businesses of the Wood Group, the Amec Foster Wheeler Group and theCombined Group, and certain plans and objectives of JWG with respect to the Combined Group,including those in Part I (Summary), Part II (Risk factors), Part VI (Information about the Combination),Part VII (Information about the Wood Group) and Part VIII (Information about the Amec FosterWheeler Group).

All statements other than statements of historical fact are, or may be deemed to be, forward lookingstatements. Forward looking statements are statements of future expectations that are based onmanagement’s current expectations and assumptions and involve known and unknown risks anduncertainties that could cause actual results, performance or events to differ materially from thoseexpressed or implied in these statements. Forward looking statements include, among other things,statements concerning the potential exposure of the Wood Group, the Amec Foster Wheeler Groupand the Combined Group to market risks, statements as to accretion and statements expressingmanagement’s expectations, beliefs, estimates, forecasts, projections and assumptions, including asto future potential cost savings, synergies, earnings, return on average capital employed, productionand prospects. These forward looking statements are identified by their use of terms and phrasessuch as “anticipate”, “aims”, “believe”, “could”, “estimate”, “expect”, “goals”, “hopes”, “intend”, “may”,“objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will”, “would” andsimilar terms and phrases.

There are a number of factors that could affect the future operations of the Wood Group, the AmecFoster Wheeler Group and the Combined Group and that could cause results to differ materially fromthose expressed in the forward looking statements included in this Prospectus, including (withoutlimitation): (i) changes in demand for the Wood Group’s, the Amec Foster Wheeler Group’s and/or theCombined Group’s respective services and/or products; (ii) inability to attract and/or retain seniormanagement and other technical personnel (iii) demand for oil and gas and power-related servicesand products; (iv) performance of and liabilities under contracts; (v) currency fluctuations; (vi) loss ofmarket share and industry competition; (vii) environmental and physical risks; (viii) risks associatedwith acquisitions, integration, and disposals; (ix) the risk of doing business in developing countries andcountries subject to international sanctions; (x) legislative, fiscal and regulatory developmentsincluding regulatory measures addressing climate change; (xi) economic and financial marketconditions in various countries and regions; (xii) political risks; and (xiii) changes in trading conditions.

All forward looking statements contained in this Prospectus are expressly qualified in their entirety bythe cautionary statements contained or referred to in this Part. Readers should not place unduereliance on forward looking statements. Readers should specifically consider the factors identified inthis Prospectus that could cause actual results to differ before taking any action in respect of theCombination. All of the forward looking statements made in this Prospectus are qualified by thesecautionary statements. Specific reference is made to Part I (Summary), Part II (Risk factors), Part VI(Information about the Combination), Part VII (Information about the Wood Group) and Part VIII(Information about the Amec Foster Wheeler Group).

Each forward looking statement speaks only as of the date it was made. None of JWG, the WoodGroup, Amec Foster Wheeler or the Amec Foster Wheeler Group undertakes any obligation to publiclyupdate or revise any forward looking statement as a result of new information, future events orotherwise except to the extent legally required, and, in particular, JWG will comply with its obligation topublish supplementary prospectuses containing further updated information as required by law or by aregulatory authority and, in particular, its obligations under the Prospectus Rules, the Listing Rulesand the Disclosure Guidance and Transparency Rules (as appropriate). In light of these risks, resultscould differ materially from those stated, implied or inferred from the forward looking statementscontained in this Prospectus.

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The statements above relating to forward looking statements should not be construed as aqualification on the opinion as to working capital set out in paragraph 12 of Part XVI (Additionalinformation).

4. NO FORECASTS OR ESTIMATES

No statement in this Prospectus (including any statement of estimated synergies) is intended as aprofit forecast or estimate for any period.

Accretion statements or statements as to the effect of the combination on return of average capitalemployed should not be construed as profit forecasts and are, therefore, not subject to therequirements of Rule 28 of the City Code.

No statement in this Prospectus should be interpreted to mean that earnings, earnings per share orincome, cash flow from operations or free cash flow for the Wood Group, the Amec Foster WheelerGroup and/or the Combined Group, as appropriate, for the current or future financial years wouldnecessarily match or exceed the historical published earnings, earnings per share or income, cashflow from operations or free cash flow for the Wood Group or the Amec Foster Wheeler Group, asappropriate.

5. HISTORICAL FINANCIAL INFORMATION RELATING TO THE WOOD GROUP AND THEAMEC FOSTER WHEELER GROUP

All financial information relating to the Wood Group and the Amec Foster Wheeler Group contained inthis Prospectus, unless otherwise stated, has been extracted or derived, without material adjustment,from their audited consolidated financial statements as of, and for, the financial years ended31 December 2016, 31 December 2015 and 31 December 2014 and, in the case of the Amec FosterWheeler Group, the unaudited consolidated financial statements of Foster Wheeler and subsidiariesfor the nine months ended 30 September 2014.

6. PRO FORMA FINANCIAL INFORMATION RELATING TO THE COMBINED GROUP

In this Prospectus, any reference to pro forma financial information is to information which has beenextracted without material adjustment from the unaudited pro forma financial information contained inPart XIII (Unaudited pro forma financial information). The unaudited pro forma information consists ofa pro forma income statement for the financial year ended 31 December 2016 and net assetsstatement as at 31 December 2016 relating to the Combined Group. These have been prepared inaccordance with Annex II to the PD Regulation and in a manner consistent with the accountingpolicies and presentation adopted by the Wood Group in the JWG 2016 Annual Report and Accounts.

The unaudited pro forma financial information has been prepared for illustrative purposes only toillustrate the effect on the Wood Group’s income statement and net asset statement of its acquisitionof the Amec Foster Wheeler Group as if it had taken place on 1 January 2016, in the case of theincome statement, and on 31 December 2016, in the case of the net assets statement. Due to itsnature, the unaudited pro forma income statement and net assets statement address a hypotheticalsituation. They do not represent the Wood Group’s actual financial position or results, or what theCombined Group’s actual financial position or results would have been if the Combination had beencompleted on the dates indicated.

7. OTHER INFORMATION RELATING TO THE AMEC FOSTER WHEELER GROUP

This Prospectus contains information regarding the Amec Foster Wheeler Group which has beenincorporated by reference or accurately reproduced from the information provided to JWG by AmecFoster Wheeler for inclusion in this Prospectus or the Circular, the Amec Foster Wheeler 2014 AnnualReport and Accounts, the Amec Foster Wheeler 2015 Annual Report and Accounts the Amec FosterWheeler 2016 Annual Report and Accounts and/or the Amec Foster Wheeler 2014 SupplementaryProspectus. As far as JWG is aware and is able to ascertain from information published by AmecFoster Wheeler or, otherwise, provided to JWG by Amec Foster Wheeler, no facts have been omittedthat would render the reproduced information inaccurate or misleading.

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8. SYNERGIES

The estimated pre-tax cost synergies referred to in this Prospectus are unaudited and are based onanalysis by JWG’s management and on JWG’s internal records and certain of Amec Foster Wheeler’sinternal records. Further information underlying the Quantified Financial Benefits Statement iscontained in paragraph 6 of Part VI (Information about the Combination) and paragraph 14 of Part XVI(Additional information).

9. SOURCES OF FINANCIAL INFORMATION

In this Prospectus unless otherwise stated:

(A) financial information relating to JWG has been extracted unless otherwise stated, withoutmaterial adjustment, from the audited historical financial information referred to in Part IX(Financial information in relation to JWG and the Wood Group) of this Prospectus for thefinancial years ended 31 December 2016, 31 December 2015 and 31 December 2014 preparedin accordance with IFRS;

(B) financial information relating to Amec Foster Wheeler has been extracted without materialadjustment, from the audited and unaudited historical financial information referred to in Part XI(Financial information in relation to Amec Foster Wheeler and the Amec Foster Wheeler Group)of this Prospectus for the financial years ended 31 December 2016, 31 December 2015 and31 December 2014 prepared in accordance with IFRS; and

(C) where information has been sourced from a third party, JWG confirms that the information hasbeen accurately reproduced and, as far as JWG is aware and able to ascertain from informationpublished by that third party, no facts have been omitted which would render the reproducedinformation inaccurate or misleading. Where third party information has been used, the source ofsuch information has been identified wherever it appears in this document.

10. DEFINED TERMS

The meanings of defined terms used in this Prospectus are set out in Part XVII (Definitions).

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PART IVDIRECTORS, COMPANY SECRETARY, REGISTERED AND

HEAD OFFICES AND ADVISERS

JWG Directors . . . . . . . . . . . . Ian Marchant (Chairman)Robin Watson (Chief Executive)David Kemp (Chief Financial Officer)Jann Brown (Non-executive Director and Senior IndependentDirector)Thomas Botts (Non-executive Director)Jacqui Ferguson (Non-executive Director)Richard Howson (Non-executive Director)Mary Shafer-Malicki (Non-executive Director)Jeremy Wilson (Non-executive Director)

The business address of each of the JWG Directors is at 15Justice Mill Lane, Aberdeen, AB11 6EQ, United Kingdom

JWG Proposed Directors . . . . . Roy Franklin (Deputy Chairman and Senior IndependentDirector)Linda Adamany (Non-executive Director)Ian McHoul (Non-executive Director)

Company Secretary . . . . . . . . . William Setter

Registered office . . . . . . . . . . 15 Justice Mill Lane, Aberdeen, AB11 6EQ, United Kingdom

Head office . . . . . . . . . . . . . . 15 Justice Mill Lane, Aberdeen, AB11 6EQ, United Kingdom

Sponsors, financial advisersand corporate brokers . . . . . . . J.P. Morgan Cazenove

25 Bank StreetCanary Wharf, LondonE14 5JPUnited Kingdom

Credit Suisse InternationalOne Cabot SquareLondonE14 4QJUnited Kingdom

Legal adviser as toEnglish law . . . . . . . . . . . . . . Slaughter and May

One Bunhill RowLondonEC1Y 8YYUnited Kingdom

Legal adviser as to US law . . . Cravath, Swaine & Moore LLPWorldwide Plaza825 Eighth AvenueNew YorkNY 10019-7475United States of America

Reporting accountants . . . . . . PricewaterhouseCoopers LLP1 Embankment PlaceLondonWC2N 6RHUnited Kingdom

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Auditor . . . . . . . . . . . . . . . . . PricewaterhouseCoopers LLP

Registrar . . . . . . . . . . . . . . . . Equiniti LimitedAspect HouseSpencer RoadLancing, West SussexBN99 6DAUnited Kingdom

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PART VEXPECTED TIMETABLE OF PRINCIPAL EVENTS AND INDICATIVE STATISTICS

PART AEXPECTED TIMETABLE OF PRINCIPAL EVENTS

PRINCIPAL EVENTS TIME AND/OR DATE(1)

Publication of this Prospectus, the Circular and theScheme Document . . . . . . . . . . . . . . . . . . . . . . . . . 23 May 2017

Latest time for receipt by the Amec Foster Wheeler ADRDepositary of voting instructions for the Amec FosterWheeler Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . 10.00 a.m. (New York City time) on 7 June

2017(2)

Latest time for receipt of JWG Form of Proxy/CRESTproxy instructions for the JWG General Meeting . . . . . . 11.00 a.m. on 13 June 2017

Latest time for receipt of forms of proxy/CREST proxyinstructions for the Court Meeting . . . . . . . . . . . . . . . . 11.00 a.m. on 13 June 2017(3)

Latest time for receipt of forms of proxy/CREST proxyinstructions for the Amec Foster Wheeler GeneralMeetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.10 a.m. on 13 June 2017(4)

Voting record time for the JWG General Meeting . . . . . 6.00 p.m. on 13 June 2017(2)

Voting record time for the Amec FosterWheeler Meetings . . 6.00 p.m. on 13 June 2017(6)

JWG General Meeting . . . . . . . . . . . . . . . . . . . . . . 11.00 a.m. on 15 June 2017

Court Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.00 a.m. on 15 June 2017

Amec Foster Wheeler General Meeting . . . . . . . . . . 11.10 a.m. on 15 June 2017(7)

Scheme Court Hearing . . . . . . . . . . . . . . . . . . . . . . . a date expected to be in the fourth quarter of2017 subject to regulatory clearances (“D”)

Last day for dealings in, and for registration of transfersof, and disablement in CREST of, Amec Foster WheelerShares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D + 1

Last day for dealings in, and for registration of transfersof, Amec Foster Wheeler ADRs . . . . . . . . . . . . . . . . . D + 1

Suspension of listing of, and dealings in, Amec FosterWheeler Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.00 p.m. on D + 1

Suspension of dealings in Amec Foster Wheeler ADRs . 6.00 p.m. (New York City time) on D + 1

Scheme Record Time . . . . . . . . . . . . . . . . . . . . . . . 6.00 p.m. on D + 1

Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . D + 1(8)

Admission and commencement of dealings in New JWGShares on the London Stock Exchange . . . . . . . . . . . by 8.00 a.m. on D + 2

Date of issue of New JWG Shares and crediting of NewJWG Shares to CREST accounts . . . . . . . . . . . . . . . . by 8.00 a.m. on D + 2

Delisting of Amec Foster Wheeler Shares . . . . . . . . . . D + 2

Latest date for (a) CRESTaccounts to be credited in respectof New JWG Shares and cash due for fractionalentitlements and (b) dispatch of share certificates ornominee entitlement statements in respect of the New JWGShares (in each case, where applicable) . . . . . . . . . . . . . within 14 days of the Effective Date

Longstop Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 February 2018(9)

(1) The dates and times given are indicative only and are based on current expectations and may be subject to change(including as a result of changes to the regulatory timetable). References to times are to London time unless otherwisestated. If any of the times and/or dates above change, the revised times and/or dates will be announced via a RegulatoryInformation Service.

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(2) Only those Amec Foster Wheeler ADR Holders who hold Amec Foster Wheeler ADRs at 10.00 a.m. (New York City time)on 22 May 2017 will be entitled to instruct the Amec Foster Wheeler ADR Depositary to exercise the voting rights inrespect of the Amec Foster Wheeler Shares represented by their Amec Foster Wheeler ADRs at the Amec FosterWheeler Meetings.

(3) The BLUE form of proxy for the Court Meeting, if not lodged by the time stated above, may be handed to arepresentative of Capita Asset Services or the Chairman of the Court Meeting before the start of the Court Meeting (orany adjournment thereof). However, if possible, Amec Foster Wheeler Shareholders are requested to lodge the BLUEform of proxy at least 48 hours before the time appointed for the Court Meeting.

(4) The YELLOW form of proxy for the Amec Foster Wheeler General Meeting must be lodged with Capita Asset Servicesno later than 11.10 a.m. on 13 June 2017 in order to be valid, or, if the Amec Foster Wheeler General Meeting isadjourned, 48 hours before the time fixed for the Amec Foster Wheeler General Meeting. If the YELLOW form of proxy isnot returned by such time, it will be invalid.

(5) To be entitled to attend and vote at the JWG General Meeting (and for the purpose of the determination by JWG of thevotes they may cast), members must be registered in the register of members of JWG at 6.00 p.m. on 13 June 2017 (orin the event of any adjournment, at 6.00 p.m. on the date which is two days before the time for the adjourned meeting).Changes to JWG’s register of members after the relevant deadline shall be disregarded in determining the rights of anyperson to attend and vote at the JWG General Meeting.

(6) If either Amec Foster Wheeler Meeting is adjourned, the Voting Record Time for the adjourned Amec Foster WheelerMeeting will be 6.00 p.m. on the date which is two days before the date set for the adjourned Amec Foster WheelerMeeting.

(7) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(8) The court order approving the Scheme is expected to be delivered to Companies House on the Effective Date followingthe suspension of listing of, and dealings in, Amec Foster Wheeler Shares, the suspension of dealings in Amec FosterWheeler ADRs and the Scheme Record Time on D+1, which date will then become the Effective Date. The events whichare stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this time.

(9) This is the latest date by which the Scheme may become effective. However, such date may be extended (with the priorwritten consent of JWG) to 31 March 2018, or such later date as may be agreed in writing by JWG and Amec FosterWheeler (with the Panel’s consent and Court approval (if required)).

* All dates by references to “D+1” and “D+2” will be to the Business Day falling immediately after the date indicated.

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PART BINDICATIVE COMBINATION STATISTICS

Indicative statistics(2)

Number of JWG Shares in issue as at the Latest Practicable Date (with noJWG Shares held in treasury) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383,175,384

Number of New JWG Shares to be issued in connection with theCombination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . up to 296,541,894

Number of JWG Shares in issue immediately following Admission (with noJWG Shares held in treasury) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . up to 679,717,278

New JWG Shares as a percentage of the JWG Shares in issue immediatelyfollowing Admission (with no JWG Shares held in treasury) . . . . . . . . . . .

approximately 44per cent.

Share identification numbers

JWG Shares

ISIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GB00B5N0P849

SEDOL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B5N0P84

(2) Please see paragraph 17 of Part XVI (Additional information) for details of how these statistics are calculated.

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PART VIINFORMATION ABOUT THE COMBINATION

1. INTRODUCTION

On 13 March 2017, the JWG board and the Amec Foster Wheeler Board jointly announced that theyhad reached agreement on the terms of a recommended all-share offer by JWG for the entire issuedand to be issued ordinary share capital of Amec Foster Wheeler to form the Combined Group.

Under the terms of the Combination, Amec Foster Wheeler Shareholders will be entitled to receive0.75 New JWG Shares for each Amec Foster Wheeler Share.

It is intended that the Combination will be implemented by means of a court-sanctioned scheme ofarrangement of Amec Foster Wheeler under Part 26 of the CA 2006. The Scheme is subject to anumber of Conditions which are summarised in paragraph 14 of this Part. The full terms andconditions of the Scheme are set out in the Scheme Document.

Subject to the satisfaction or, where applicable, waiver of the Conditions (other than thoseConditions which relate to Admission and to approval of the Combination by JWG Shareholders), itis expected that the Scheme will become effective in the fourth quarter of 2017, with the New JWGShares admitted to listing on the premium segment of the Official List and to trading on the MainMarket by 8.00 a.m. on the first Business Day after the Effective Date.

2. JWG SHAREHOLDER APPROVAL OF THE COMBINATION

Due to its size, the Combination constitutes a “class 1 transaction” for JWG for the purposes of theListing Rules and, therefore, requires the approval of JWG Shareholders. Accordingly, the JWGGeneral Meeting has been convened for 11.00 a.m. on 15 June 2017. JWG Shareholders will beasked to vote in favour of the JWG Resolution to approve the Combination and the issue andallotment of the New JWG Shares.

The JWG board considers the Combination and the JWG Resolution to be in the best interests ofJWG and the JWG Shareholders as a whole and unanimously recommends that JWG Shareholdersvote in favour of the JWG Resolution, as the Current JWG Directors intend to do in relation to theirown individual beneficial holdings which amount in total to 208,531 JWG Shares, representingapproximately 0.05 per cent. of JWG’s total issued ordinary share capital as at the Latest PracticableDate. The Combination has also been unanimously recommended by the Amec Foster WheelerBoard, with the Amec Foster Wheeler Directors holding Amec Foster Wheeler Shares havingirrevocably undertaken to vote in favour of the Scheme in respect of their own beneficial holdingswhich amount in total to 543,175 Amec Foster Wheeler Shares, representing approximately0.14 per cent. of Amec Foster Wheeler’s issued ordinary share capital as at the Latest PracticableDate, and their recommendation and the background and reasons for it are set out in full in theScheme Document.

3. SUMMARY OF THE TERMS OF THE COMBINATION

Under the terms of the Combination, Amec Foster Wheeler Shareholders who are holders of theScheme Shares at the Scheme Record Time will be entitled to receive:

for each Amec Foster Wheeler Share: 0.75 New JWG Shares

Based on the Closing Price of £7.79 per JWG Share on the Latest Practicable Date, the terms of theCombination represent a value of approximately:

• £5.84 per Amec Foster Wheeler Share; and

• £2.3 billion for Amec Foster Wheeler‘s entire issued and to be issued share capital.

Based on the Closing Price of £7.52 per JWG Share on 10 March 2017 (being the last Business Daybefore the date of the Announcement), the terms of the Combination represent:

• a value of approximately £5.64 per Amec Foster Wheeler Share; and

• a premium of approximately:

◦ 28.7 per cent. to the prior 30 trading day volume weighted average price of £4.53 per AmecFoster Wheeler Share as at 10 March 2017, based on a prior 30 trading day volume

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weighted average price of £7.77 per JWG Share as at 10 March 2017 (being the lastBusiness Day before the date of the Announcement); and

◦ 15.3 per cent. to the Closing Price of £4.89 per Amec Foster Wheeler Share on 10 March2017 (being the last Business Day before the date of the Announcement).

The Combination will result in former Amec Foster Wheeler Shareholders owning approximately44 per cent. of the share capital of the Combined Group (based on the existing ordinary issued sharecapital of JWG and the fully diluted share capital of Amec Foster Wheeler) and sharing in the benefitsaccruing to the Combined Group via the realisation of significant cost and revenue synergies.(3)

The structure of the Scheme and the Conditions relating to the Combination are summarised atparagraph 14 of this Part.

Further details of the New JWG Shares are provided at paragraph 17 of this Part.

4. BACKGROUND TO AND REASONS FOR THE COMBINATION

The JWG Board believes the Combination represents a compelling opportunity to create a globalleader in project, engineering and technical services delivery across a diverse range of industrialsectors including power and process, environment and infrastructure and mining and primarilyfocussed on oil and gas.

The Combination will accelerate delivery of JWG’s strategic objectives to improve its service offeringin project delivery, to enhance capability across the value chain in core oil and gas markets, and tobroaden and deepen end market and customer exposure. The JWG Board believes that theCombined Group would represent one of the largest players in the global engineering andconstruction market and would have a leading position in oil and gas project, engineering andservices delivery.

The JWG Board considers the potential for substantial cost synergies and incremental revenuesynergies in a less cyclically volatile business which retains a predominantly reimbursable, asset lightmodel, to be a compelling prospect for shareholders. Looking further ahead, the JWG Board furtherbelieves the Combined Group will be well positioned for growth and to benefit from longer term trendsin the global energy and industrial sectors.

JWG has a long and successful track record of acquisition-led growth since its IPO. The JWG boardand JWG Executive Leadership Team periodically consider the strategic merits of potentialacquisitions. During 2016, Amec Foster Wheeler stood out as a potential acquisition that couldaccelerate JWG’s strategy and was aligned with JWG’s asset light, flexible, predominatelyreimbursable business model. The JWG board, recognising some of the recent challenges thatculminated in Amec Foster Wheeler preparing to launch a rights issue of approximately £500 millionon 21 March 2017, identified an opportunity to combine JWG with a business which has strongunderlying operational capability, a leading service offering and broad sector exposure, at anappropriate premium.

The JWG Board considers the following to be the key considerations in respect of the proposedCombination:

Creating a stronger, complementary life-cycle service offering in oil and gas

The Combined Group’s principal focus and end market exposure will remain oil and gas. TheCombined Group will have pro-forma revenues of US$6.7 billion in oil and gas (approximately55 per cent. of total combined revenues).

Amec Foster Wheeler provides full life cycle services across the upstream, LNG, midstream,downstream, refining and chemicals sectors. JWG recognises a differentiated strength in Amec FosterWheeler’s project management and delivery and engineering, procurement and construction capabilityin these areas, particularly in the downstream oil and gas sector. This complements JWG’s relativestrength in engineering and operations and maintenance activities, predominantly in the upstream oiland gas sector.

The JWG Board believes that the Combination will result in a stronger, larger oil and gas businesswith a better balance of exposure across the upstream, midstream and downstream markets. The

(3) Please see paragraph 17 of Part XVI (Additional information) for details of how the dilution statistics are calculated.

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Combination will also result in a balanced portfolio of blue chip customers including IOCs, NOCs andindependents. Through the acquisition of Amec Foster Wheeler, the Combined Group will be able tobroaden relationships with new customers, especially NOCs, and deepen existing customerrelationships.

Broadening end market exposure across alternative energy and industrial markets

Sector broadening has been a key part of JWG’s recent strategy and has resulted in increasedexposure to unconventional, midstream and downstream oil and gas and sector agnostic serviceofferings, including automation. The proportion of JWG’s revenue derived from oil and gas activitieshas reduced to approximately 75 per cent. since 2014 and this has contributed to the Wood Group’srelatively resilient performance during the current oil and gas downturn.

The Combination will provide JWG with full service consulting, project management and deliverycapability across new and broader end markets.

Amec Foster Wheeler’s environment and infrastructure business has a consulting, engineering, projectand construction management capability in the water, transportation, government, oil and gas, mining,power, industrial and pharmaceutical sectors. This predominantly North American service line isexpected to benefit from anticipated growth in infrastructure spending in the short to medium term.

In addition, Amec Foster Wheeler’s mining exposure will provide the Combined Group with strongproject delivery, specialist niche consultancy and material handling equipment supply capability acrossa broad range of base metals, precious metals and minerals.

It is expected that the broader industrial end market exposure of the Combined Group will result inreduced earnings volatility through oil and gas cycles.

Enduring investment case: measured risk appetite in a flexible asset light model

The core market of the Combined Group will be oil and gas and the Combined Group will remainpositioned across the life cycle of its customers’ assets giving exposure to both operating and capitalexpenditure.

The Combined Group will retain its measured risk appetite. Revenue will principally be derived fromreimbursable work. The Combined Group will be commercially versatile and seek contracts acrossvarious end markets and encompassing a range of services, which include performance-based orfixed price elements where returns commensurate with the risk profile can be realised.

Both JWG and Amec Foster Wheeler’s historical successes have been built on complementary assetlight, flexible business models, relying on the expertise and capabilities of their people. In such anasset light model, the active management of utilisation will continue to be key to longer term success.

The Combined Group will continue to adopt JWG’s well established approach to capital structure. Proforma net debt at Completion of 2.3x EBITDA is expected to reduce to a level within JWG’s preferredrange of 0.5x to 1.5x approximately 18 months after Completion. Further detail on the financial impactof the Combination is included in paragraph 5 of this Part and Part XIII (Unaudited Pro-FormaFinancial Information).

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Based on revenues to 31 December 2016, an analysis of the Combined Group in the context ofJWG’s enduring investment case is set out below. All figures quoted are approximate and the WoodGroup revenue is total revenue, which includes the proportionate share of non-controlled jointventures.

The Combined Group’s focus will remain oil and gas with approximately 55 per cent. of revenuesderived from end markets in oil and gas. The JWG Board believes that the Combined Group’s serviceoffering in these markets will be enhanced through the combination of the complementary strengths ofJWG and Amec Foster Wheeler. The Combined Group will also have exposure to broader industrialend markets including power and process, environment and infrastructure and, to a limited extent,mining, which when also considering the greater midstream and downstream exposure will result inreduced earnings volatility through oil and gas cycles.

Both JWG and Amec Foster Wheeler are positioned across the full asset life cycle. As a result, therevenue of each company is derived from both operating and capital expenditure.

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Amec Foster Wheeler derives a significant share of its revenues from capital projects in each of its oiland gas, mining, power and process and environment and infrastructure businesses. The CombinedGroup will therefore have a broader exposure to both sources of revenue across a diversified range ofprojects.

JWG’s risk appetite is for a measured approach to contractual risk such that a majority of revenuesare derived from reimbursable or cost plus contracts.

The Combined Group will deliver a portfolio of predominantly reimbursable contracts and fixed pricecontracts (including those with performance-based elements) within a range that is consistent withJWG’s risk appetite. The nature of activities within fixed price contracts includes engineering,procurement, construction, construction management and performance-based operations activity.

Operational platform enables successful integration and synergies delivery

JWG has extensive experience in acquiring companies and a strong track record of successfulintegration of people businesses, including the US$1 billion acquisition of PSN in 2011.

In 2016, JWG’s leadership reorganised and repositioned JWG as a service-defined and regionallydeployed organisation, with a rationalised back office across four areas of functional support. Thischange was delivered in-house by a dedicated team in less than 18 months. The more efficientoperational platform is well suited to facilitate the integration of Amec Foster Wheeler with only minoramendments.

JWG took early and decisive action on cost savings and operational efficiency at the start of thecurrent downturn in the oil and gas sector in late 2014. JWG’s principal focus during the downturn hasbeen to control what it can by managing utilisation and ensuring delivery of significant and sustainableoverhead cost savings. Sustainable overhead cost savings of US$244m were achieved in the twoyears ended 31 December 2016. The JWG Board is confident this experience and the efficientservice-defined operational platform will enable delivery of cost synergies resulting in a leaner andmore competitive combination.

Proven JWG leadership and strengthened operational management

The Combined Group will be led by the proven team of Robin Watson as Chief Executive and DavidKemp as CFO. This leadership team has successfully navigated JWG through the recent challengesin core oil and gas markets, delivering sector-leading performance in the three years ended31 December 2016. Amec Foster Wheeler’s operational leadership has a strong reputation and a“best of both” approach will be adopted in considering the composition of the broader managementteam which will ultimately be determined by operational breadth, mix and structure.

Superior returns from the delivery of significant synergies

The JWG Board believes the Combination will deliver significant value to its shareholders through amix of operating efficiencies and enhanced commercial opportunities, which will in turn support de-leveraging to within JWG’s preferred range of 0.5x to 1.5x approximately 18 months after Completionand a progressive dividend policy taking into account cash flows and earnings.

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Please refer to paragraph 6 of this Part VI for further detail on the synergy potential of theCombination.

5. FINANCIAL EFFECTS OF THE COMBINATION

The unaudited pro forma net assets statement and income statement of the Combined Groupillustrating the effect of the Combination on the Wood Group’s net assets as at 31 December 2016 asif the Combination had taken place on that date, and the effect on the Wood Group’s incomestatement for the 12 months ended 31 December 2016 as if the Combination had taken place on1 January 2016, are set out in Part XIII (Unaudited Pro Forma Financial Information) of thisProspectus. This information is unaudited and has been prepared for illustrative purposes only. Itshows, among other things, that the impact of the Combination generated revenues of approximatelyUS$11.5 billion for the 12 month period ended 31 December 2016.

Taking into account the cost synergies as detailed in paragraph 6 of this Part VI, the JWG Boardbelieves that the Combination has the potential for significant value creation for both the JWGShareholders and the Amec Foster Wheeler Shareholders and expects:

• the Combination to be accretive to adjusted earnings per share for JWG Shareholders and AmecFoster Wheeler Shareholders from 2017;

• the return on invested capital in relation to the Combination to exceed JWG’s weighted averagecost of capital in the third full financial year after Completion; and

• net debt / EBITDA to reduce to within JWG’s preferred range of 0.5x to 1.5x approximately18 months after Completion.

As set out in the Announcement, Amec Foster Wheeler has suspended dividend payments (includingthe final dividend for 2016) until it is generating sustainable free cash flow. The Combined Groupintends to continue to maintain a progressive, dividend policy going forward taking into account cashflows and earnings.

None of the statements in this paragraph 5 is intended as a profit forecast and should not beinterpreted as such.

6. SYNERGY POTENTIAL OF THE COMBINATION

The JWG Directors are confident that, as a direct result of the Combination, the Combined Groupcould generate attractive synergies and create additional shareholder value.

The Announcement included statements of estimated pre-tax cost synergies expected to arise fromthe Combination of at least £110m per annum, by the end of the third year following Completion. On5 April 2017, the JWG directors updated this estimate of the pre-tax cost synergies expected to arisefrom the Combination from at least £110m per annum to at least £150m per annum by the end of thethird year following Completion. The JWG Directors have now further increased their estimate ofpre-tax cost synergies to at least £165m per annum, by the end of the third year following Completion.In US$, the pre-tax cost synergies have increased from approximately US$134m per annum toapproximately US$200m per annum, using the same US dollar:sterling exchange rate of 1.2171:1 asset out in the Announcement. The JWG Directors believe that these pre-tax cost synergies furtherenhance the attractiveness of the Combination.

The increase in the expected level of pre-tax cost synergies is attributable to a more developedassessment of the synergy opportunity carried out since the Announcement, which has enabled arefinement of the synergy initiatives and the related risk adjustments incorporated in the underlyingcalculations.

The expected sources of quantified cost synergies, which are in addition to synergies previouslytargeted and already underway by JWG and Amec Foster Wheeler separately, comprise:

• operating efficiencies: approximately 50 per cent. of the identified cost synergies are expectedto be generated from economies of scale in addressable operating cost, efficiencies inoperational procurement spend and the reduction of duplicate costs across country and regionalleadership;

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• corporate efficiencies: approximately 20 per cent. of the identified cost synergies are expectedto be generated from the reduction of duplicate costs across board and executive leadershipteams, in addition to other corporate and group functional costs; and

• administration efficiencies: approximately 30 per cent. of the identified cost synergies areexpected to be generated from the consolidation of overlapping office locations, the eliminationof duplicated IT systems and the reduction of duplicate costs across central support functions.

Approximately 30 per cent. of the identified cost synergies are expected to be realised by the end ofthe first year following Completion, rising to 70 per cent. by the end of the second year followingCompletion and to 100 per cent. by the end of the third year following Completion. These anticipatedcost synergies, which are reported under the City Code as set out in Parts B and C of Appendix 1 ofthe Scheme Document, reflect both the beneficial elements and the costs, and will accrue as a directresult of the Combination, and would not be achieved on a standalone basis.

JWG estimates that realisation of these cost synergies would give rise to one-off costs ofapproximately £190 million (US$231 million) incurred in the first three years post-Completion.

Aside from the one-off costs referred to above, the JWG Directors do not expect any material dis-synergies to arise in connection with the Combination. Paragraph 14.2 of this Part describes theproposal of a remedy commitment that JWG has made to the CMA. Should such proposed remedycommitment be agreed with the CMA and implemented, it is anticipated that approximately £25m perannum of the pre-tax cost synergies would not be achieved. Furthermore, approximately £25m of theone-off costs to realise the cost synergies would not be incurred. In US$, the reduction in costsynergies would be approximately US$30m per annum and the reduction in one-off costsapproximately US$30m, using the same US dollar:sterling exchange rate of 1.2171:1 as set out inthe Announcement.

References in this Prospectus to the Quantified Financial Benefits Statement should be read inconjunction with paragraph 14 of Part XVI (Additional information).

Over the longer term, the JWG Board believes that the Combined Group would also have the potentialto realise additional revenue synergies that are not included in the Quantified Financial BenefitsStatement, from the delivery of an expanded range of services to an enlarged customer base, abroader offering in the core oil and gas market, cross selling, pull through opportunities and insourcingby the Combined Group of currently outsourced activity.

None of the statements contained in this paragraph 6 is intended as a profit forecast or should beinterpreted as such.

7. INTEGRATION PLANNING

The JWG Board is confident that the integration of the Wood Group and the Amec Foster WheelerGroup can be achieved without undue disruption to the underlying operations of either business andwith modest modification to the Wood Group’s organisational design.

JWG has established an integration team, bringing together the relevant capabilities of bothbusinesses, to ensure that the synergies of the Combination are maximised. The integration team willconsist of a central integration team that will have oversight of regional integration teams in keygeographic locations. The team will be led by an existing member of JWG Senior Management withextensive experience, reporting directly to the Chief Executive.

JWG has developed an initial integration plan that consists of the stages set out below. The first twophases are already underway.

• Discovery and protocols – defining the integration planning process, governance, initialengagement and sharing and defining the integration planning protocols. Senior management ofboth JWG and Amec Foster Wheeler have been engaged in this early phase.

• Pre-planning – identification of the long term objectives for integration (the integration blueprint),development of a workstream structure and mapping key milestones and decisions.

• Development and planning – development of change plans and organisational structure, Day 1business plans and a synergies delivery plan as well as the finalisation of the integrationblueprint.

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At the end of this process, JWG’s aim is to have a detailed integration plan in place to enableimplementation, as well as engagement with appropriate stakeholders (including, if applicable,consultation with employee representative bodies), to commence following Completion.

8. MANAGEMENT, EMPLOYEES AND OFFICE LOCATIONS

JWG attaches great importance to the skills and experience of the existing management andemployees of Amec Foster Wheeler and believes that they will be a key factor in maximising theopportunities that the Combination will present. Management and employees of both Amec FosterWheeler and JWG will have the potential to benefit from new opportunities within the Combined Groupfollowing Completion.

The JWG management team will lead the Combined Group. Robin Watson and David Kemp willcontinue as Chief Executive and CFO, respectively. Ian Marchant will continue as Chair of the JWGBoard.

On Completion, three members of the Amec Foster Wheeler Board will join the board of the CombinedGroup as non-executive directors including Roy Franklin as Deputy Chair and Senior IndependentDirector. These appointments will ensure an appropriate balance of representation and governance.

Following Completion, the board of the Combined Group will aim to retain the best talent of AmecFoster Wheeler and JWG. The JWG Board recognises that, in order to achieve the expected benefitsof the Combination, some operational, corporate and administrative restructuring will be requiredfollowing Completion. The synergy work carried out to date has confirmed the potential to generatecost savings for the Combined Group through operational, corporate and administration efficiencies.

However, as at the date of this Prospectus, proposals remain in development as to how and wheresuch headcount reductions will be implemented. Further detailed analysis will need to be undertakenby the integration planning team. Finalisation of the integration plans will be subject to engagementand (if applicable) consultation with relevant stakeholders (including employee representative bodies).

Until the integration planning and organisational design is complete and JWG has engaged with theappropriate stakeholders (including, if applicable, having consulted with employee representativebodies), the detailed steps and outcomes of corporate, operational and administrative integration willnot be certain and the impact they will have on the employment and places of business of theCombined Group is not yet known. However, as at the date of this Prospectus:

• the Amec Foster Wheeler business is envisaged to be integrated into JWG’s business;

• JWG’s current intentions contemplate consolidation of overlapping office locations wherepractical in various locations and regions around the world;

• there are anticipated headcount reductions associated with duplicate costs across Board,executive leadership teams, business unit leadership teams and regional leadership teams;

• there are further expected reductions in duplicate costs across central, business unit andregional support and operational functions; and

• JWG has no intentions, other than the consolidation of overlapping office locations, to redeploymaterial fixed assets of the Amec Foster Wheeler Group.

Based on current integration planning JWG expects an overall potential reduction of approximately2 per cent. of roles globally across the Combined Group and the total Combined Group workforce.Any headcount reductions will be inclusive of natural attrition. The proportion of cost savings expectedto come from reducing headcount is approximately 60 per cent.

The existing contractual and employment rights of the employees of the Amec Foster Wheeler Groupincluding accrued pension rights under applicable laws, will be safeguarded upon and followingCompletion. JWG intends that, following Completion, Amec Foster Wheeler will continue to meet itsexisting pension obligations, including commitments to make previously agreed deficit contributionsand contractually required employer contributions.

9. INFORMATION ON THE WOOD GROUP

JWG is a global provider of technical services predominantly to the oil and gas sector, headquarteredin Aberdeen, Scotland. JWG designs, modifies, constructs and operates industrial facilities mainly in

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the oil and gas sector. JWG, which operates in over 40 countries and has around 30,000 employeesglobally, provides services across the entire asset life cycle and enhances these with a wide range ofspecialist technical solutions. JWG employs an asset light, delivery focused business model and isdifferentiated by its range of services, track record of delivery and its people, culture and values.

JWG organises its business into three segments: Asset Life Cycle Solutions Eastern Region andAsset Life Cycle Solutions Western Region (“ALCS”) and Specialist Technical Solutions (“STS”).Please see paragraph 3 of Part VII (Information about the Wood Group) for further information.

10. INFORMATION ON THE AMEC FOSTER WHEELER GROUP

Amec Foster Wheeler serves major corporations and government bodies in the oil, gas andchemicals, mining, power and process and environment and infrastructure markets, offeringconsultancy, engineering, project management, operations and construction services, projectdelivery and specialised power equipment services to its customers worldwide. Amec FosterWheeler assists customers in maximising the value of their assets, by reducing the capital cost ofconstruction and lifetime cost of operation and maintenance through concept studies and design work,value engineering, consistent project delivery, the development of innovative solutions and theadoption of technology to enhance efficiency. The Amec Foster Wheeler Group operates in over 55countries with over 350 offices worldwide, and has a workforce of around 35,000 people throughout itsglobal operations.

On 1 January 2017 Amec Foster Wheeler put into effect a new organisational structure with fourmarket-facing business lines: (i) Oil, Gas & Chemicals (“OG&C”); (ii) Mining; (iii) Power & Process;and (iv) Environment & Infrastructure, to ensure closer alignment with customers and their needs.Please see paragraph 5 of Part VIII (Information about the Amec Foster Wheeler Group) for furtherinformation.

11. STRATEGY OF THE COMBINED GROUP

The Combination will enable the Combined Group to improve its service offering in project delivery, toenhance capability across the value chain in core oil and gas markets, and to broaden its exposure tonon-oil and gas markets. The Combination will both deepen relationships with existing customers andgive the Combined Group broader blue-chip customer relationships.

The Combined Group’s strategy will be to remain asset light with a flexible cost base, predominantlycontracting on a reimbursable basis and will retain its principal focus on oil and gas markets.

The key strategic priorities, in addition to the strategy of delivering the synergies identified inparagraph 6 of this Part VI, of the Combined Group will be:

Developing a stronger, larger oil and gas business with a better balance of exposure acrossthe upstream, midstream and downstream markets

To achieve this, the Combined Group will focus on combining (i) Amec Foster Wheeler’s strength inproject management and delivery, engineering, procurement and construction capability in upstream,LNG, midstream, downstream, refining and chemicals sectors with (ii) JWG’s relative strength inengineering and operations and maintenance activities, predominantly in the upstream oil and gassector.

These complementary attributes will result in a stronger, larger oil and gas business with a betterbalance of exposure across oil and gas markets. The Combined Group’s revenue to 31 December2016 split by sector and by revenue derived from opex and capex is set out in paragraph 4 of thisPart.

Broadening relationships with new customers and deepening existing customer relationships

The Combination will result in a more balanced portfolio of blue-chip customers including IOCs, NOCsand independents. The Combined Group will be able to broaden relationships with new customers,especially NOCs, and deepen existing customer relationships through having a wider range ofservices and capabilities to offer to customers.

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Broadening end market exposure across alternative energy and industrial markets, reducingearnings volatility

The Combination will provide the Combined Group with full service consulting, project managementand delivery capability in alternative energy markets.

Exposure to industrial markets will be increased through, in part, the addition of Amec FosterWheeler’s environment and infrastructure business which has a strong consulting, project andconstruction management capability in the water, transportation and infrastructure, governmentservices and industrial and commercial sectors, as well as its mining business, which has a projectdelivery and niche consultancy offering in base metals, gold and potash markets.

The broader industrial end market exposure of the Combined Group should result in reduced earningsvolatility through oil and gas cycles.

Maintenance of a measured risk appetite in a flexible asset light model

The complementary asset light, flexible and balanced business models of JWG and Amec FosterWheeler will be retained.

In oil and gas, the core market of the Combined Group, the Combined Group will remain positionedacross the life cycle of its customers’ assets giving exposure to both operating and capitalexpenditure.

Contracting will be done on a substantially reimbursable basis. The Combined Group will also becommercially versatile and willing to seek contracts with performance-based or fixed price elementswhere returns commensurate with the risk profile can be realised.

12. CURRENT TRADING AND PROSPECTS

JWG

The oil and gas market has continued to present challenges and, as expected, year to dateperformance is down on 2016. Improved activity levels in offshore greenfield project engineering andcommissioning in the Western region have been more than offset by weaker activity elsewhere,including further reductions in North Sea projects and modifications work in the Eastern region. JWG’sIndustrial Services business has performed robustly and automation activity has increased.

Overall, year to date performance has been weaker than anticipated. However, recent awards andrenewals demonstrate good customer support and we are seeing the enduring benefit of structuralcost reductions achieved in 2016. We anticipate stronger performance in the second half of the yearand as a result, management’s expectations of full year trading performance are broadly unchanged.

Amec Foster Wheeler

In 2017, Amec Foster Wheeler continues to expect another year of oil and gas decline and for solaractivity to reduce significantly from the record levels in 2016. It is also expected that there will be abetter performance from Environment and Infrastructure and a further significant contribution fromstandalone overhead cost savings.

13. DIVIDENDS AND DIVIDEND POLICY

13.1 Combined Group

After Completion, the board of the Combined Group intends to continue to pursue JWG’s progressivedividend policy taking into account cash flows and earnings, following on from the total distribution for2016 of 33.3 cents per JWG Share.

13.2 Current Amec Foster Wheeler dividend policy

Amec Foster Wheeler announced on 13 March 2017 that the Amec Foster Wheeler Board hadsuspended dividend payments (including the final dividend for 2016) until Amec Foster Wheeler isgenerating sustainable free cash flow.

JWG reserves the right (without prejudice to any right JWG may have to invoke Condition 19(C) inPart A of Part III of the Scheme Document) to reduce the Consideration by the value implied under theterms of the Combination for the Amec Foster Wheeler Shares by an amount up to the amount of any

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dividend, other distribution or return of value by Amec Foster Wheeler which is declared, made or paidor becomes payable in respect of Amec Foster Wheeler Shares prior to the Effective Date.

13.3 Entitlement to JWG dividends

The New JWG Shares will be issued credited as fully paid and will rank pari passu in all respects withthe JWG Shares in issue at the time the New JWG Shares are issued pursuant to the Scheme,including, subject as outlined below, the right to receive notice of, and to attend and vote at, generalmeetings of JWG and the right to receive and retain any dividends and other distributions declared,made or paid by reference to a record date falling after the Effective Date and to participate in theassets of JWG on a winding-up of JWG. Irrespective of the date on which the Effective Date falls,Amec Foster Wheeler Shareholders who receive New JWG Shares pursuant to the Scheme shall notbe entitled to receive any interim dividend declared or paid by JWG on those shares in respect of theperiod ending 30 June 2017 (the “JWG Dividend”).

13.4 JWG dividends

JWG declares its dividends in US dollars. As JWG Shareholders are based mainly in the UK, declareddividends are converted into Pounds Sterling and paid in that currency by default, although holders ofexisting JWG Shares are able to elect to receive dividends in US dollars. This arrangement isexpected to continue in respect of the New JWG Shares to be issued pursuant to the Combination.

Set out in the table below are the amounts of the dividends per JWG Share declared and paid for thefinancial years ended 31 December 2016, 31 December 2015 and 31 December 2014.

JWG Shares(US cents per share)

Year ended 31 December 2016Final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.5Interim dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.8Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.3Year ended 31 December 2015Final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.5Interim dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.8Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.3Year ended 31 December 2014Final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.6Interim dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.9Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.5

14. STRUCTURE OF THE COMBINATION

14.1 Scheme of arrangement

It is intended that the Combination will be effected by a court-sanctioned scheme of arrangementbetween Amec Foster Wheeler and the Scheme Shareholders under Part 26 of the CA 2006. Thepurpose of the Scheme is to provide for JWG to become owner of the whole of the issued and to beissued share capital of Amec Foster Wheeler. Under the Scheme, the Combination is to be achievedby the transfer of the Scheme Shares held by Scheme Shareholders to JWG in consideration forwhich Scheme Shareholders will receive the Consideration. The procedure involves, amongst otherthings, an application by Amec Foster Wheeler to the Court to sanction the Scheme.

Pursuant to the terms of the Co-operation Agreement, JWG has reserved the right, with the consent ofthe Panel, to implement the Combination by way of an Offer rather than the Scheme, whether beforeor after the posting of the Scheme Document, if: (a) Amec Foster Wheeler provides its prior writtenconsent; (b) a third party announces a firm intention to make an offer for the issued and to be issuedordinary share capital of Amec Foster Wheeler (whether including or excluding any Amec FosterWheeler Shares held in treasury) which is recommended in whole or in part by the Amec FosterWheeler Board; or (c) the Amec Foster Wheeler Board: (i) does not include the Amec Foster WheelerBoard Recommendation in the Scheme Document (or, if different, the document convening the AmecFoster Wheeler General Meeting or the Court Meeting); (ii) withdraws, qualifies or adversely modifiesthe Amec Foster Wheeler Board Recommendation; or (iii) prior to the publication of the SchemeDocument (and/or the document convening the Amec Foster Wheeler General Meeting or the CourtMeeting, if different), withdraws, qualifies or adversely modifies its intention to give the Amec Foster

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Wheeler Board Recommendation in any such document, including making any public statement tosuch effect, or fails to publicly reaffirm or re-issue a statement of its intention to make the Amec FosterWheeler Board Recommendation on an unmodified and unqualified basis before 5.30 p.m. on thetenth Business Day following JWG’s reasonable request to do so.

14.2 Conditions

The Scheme is subject to the Conditions and further terms and conditions set out in the SchemeDocument. These Conditions include, among other things:

(A) the receipt of the relevant clearances from competition authorities in Australia, Canada,Kazakhstan, Turkey, the United Kingdom and the United States, in addition to certain foreigninvestment and other regulatory clearances including under the CFIUS regime in the US. As atthe Latest Practicable Date, relevant clearances have been received from the competitionauthorities in Canada, Turkey and the United States and therefore these conditions have beensatisfied;

(B) no concerns being raised and/or the transaction being permitted to close if the Combinationbecomes subject to national security review in Canada or the United Kingdom (whether by theSecretary of State for Defence, the Secretary of State for Business, Energy & Industrial Strategyor otherwise);

(C) approval of the Scheme by a majority in number of Amec Foster Wheeler Shareholdersrepresenting not less than 75 per cent. in value of Amec Foster Wheeler Shareholders who areon the register of members of Amec Foster Wheeler at the Voting Record Time, present andvoting, whether in person or by proxy, at the Court Meeting;

(D) all resolutions required to approve and implement the Scheme and to approve certain relatedmatters being duly passed by the requisite majority of Amec Foster Wheeler Shareholders at theAmec Foster Wheeler General Meeting;

(E) the approval of the Scheme by the Court within specified timeframes (with or without modificationbut subject to any modification being on terms acceptable to Amec Foster Wheeler and JWG)and, following such approval, the delivery of a copy of the Scheme Court Order to the Registrarof Companies by no later than the Longstop Date;

(F) all resolutions required to approve and implement the Scheme and acquisition of the AmecFoster Wheeler Shares and to approve certain related matters being duly passed by the requisitemajority of JWG Shareholders at the JWG General Meeting; and

(G) Admission becoming effective.

The Conditions relating to the approval of the Scheme by the Amec Foster Wheeler Shareholders atthe Court Meeting, the passing of the Amec Foster Wheeler Resolutions at the Amec Foster WheelerGeneral Meeting, the sanction of the Scheme by the Court, the delivery of the Court order with theRegistrar of Companies, the passing of the JWG Resolution at the JWG General Meeting and theapproval by the UK Listing Authority of the application for admission to listing, are not capable of beingwaived in whole or in part.

The Conditions are set out in full in the Scheme Document.

Under the terms of the Co-operation Agreement:

(A) JWG has agreed to use its reasonable endeavours to ensure the satisfaction of the mergercontrol and regulatory conditions to the Combination as soon as possible and in any event insufficient time so as to enable the Effective Date to occur by the Longstop Date;

(B) JWG has agreed to use its reasonable endeavours to procure that no relevant competitionauthority seeks to issue, or issues any measure that prevents, or purports to prevent,Completion; and

(C) JWG and Amec Foster Wheeler have agreed to use reasonable endeavours to provide eachother with all necessary information in relation to the relevant merger control and regulatoryclearances and authorisations.

JWG has also undertaken to divest, if necessary, certain business of Amec Foster Wheeler in order tosecure the satisfaction of certain outstanding merger control conditions.

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It is anticipated that, in order to obtain clearance from the CMA, JWG and Amec Foster Wheeler mayhave to provide certain undertakings (for example, as to divestments) to the CMA. As at the LatestPracticable Date, JWG has made a proposal to the CMA of a remedy commitment in respect of assetsand operations of Amec Foster Wheeler that represent the majority of Amec Foster Wheeler’supstream oil and gas business located in the UK and serving UK customers (excluding itscommissioning business, qedi). These assets and operations delivered approximately £740m inrevenue and £42m of EBITA in 2016, including a significant contribution from major projects which areexpected to complete over the next two years. The Current JWG Directors believe that this proposedremedy commitment would be sufficient to obtain clearance from the CMA. The terms of any disposalwill be subject to approval from the CMA, and any disposal will only be completed provided theCombination is implemented. The implementation of this proposal, whether in full or in part, may resultin additional costs and/or the delay or the failure (partial or otherwise) to realise the financial benefitsand synergies relating to the Combination identified by the parties or may otherwise impact theCombined Group’s strategy and operations. Paragraph 6 of this Part describes the amount of pre-taxcost synergies that would not be achieved and one-off costs to realise the cost synergies that wouldnot be incurred should such proposed remedy commitment be agreed with the CMA andimplemented.

JWG recognises that it may need to offer or commit to additional remedies in order to obtain therelevant clearances from the relevant competition authorities (including the CMA) but it does notcurrently anticipate having to do so. Such additional remedies could include (but not be limited to)commitments by JWG to divest (following Completion) or not to acquire in the first place, part of thebusiness or certain assets of the Amec Foster Wheeler Group. The implementation of any suchadditional remedies may result in additional costs and/or the delay or the failure (partial or otherwise)to realise the financial benefits and synergies relating to the Combination identified by the parties ormay otherwise impact the Combined Group’s strategy and operations. The JWG Board would onlyoffer or commit to any such additional remedies where, in the context of securing the relevantclearance to enable the Combination to close, either (a) it is required to do so under its divestmentundertakings to Amec Foster Wheeler (which are not material incrementally to the remedy proposedto the CMA as described above), or (b) it considered such measures to be in the best interests ofJWG Shareholders as a whole and where it believed such measures would not have a materialadverse effect on the operational and financial performance of the Combined Group.

14.3 Procedure

Before the Court is asked to sanction the Scheme, the Scheme will require the approval of SchemeShareholders at the Court Meeting and the passing of the Amec Foster Wheeler Resolutions at theAmec Foster Wheeler General Meeting.

Court Meeting

The Court Meeting, which has been convened for 11.00 a.m. on 15 June 2017, is being held at thedirection of the Court to seek the approval of Scheme Shareholders for the Scheme. At the CourtMeeting, voting will be by way of poll and each Scheme Shareholder present (in person or by proxy)will be entitled to one vote for each Scheme Share held. In order for the resolution to be passed, itmust be approved by a majority in number of those Scheme Shareholders who are present and voting(and entitled to vote), either in person or by proxy, and who represent 75 per cent. or more in value ofall the Scheme Shares held by such Scheme Shareholders.

The Amec Foster Wheeler General Meeting

The Amec Foster Wheeler General Meeting has been convened for 11.10 a.m. on 15 June 2017, oras soon thereafter as the Court Meeting has concluded or been adjourned, to consider and, if thoughtfit, pass the Amec Foster Wheeler Resolutions to:

(A) authorise the Amec Foster Wheeler Directors to effect the Scheme; and

(B) approve certain amendments to the Amec Foster Wheeler Articles (as described below).

It is proposed that the Amec Foster Wheeler Articles be amended to:

(A) ensure that any Amec Foster Wheeler Shares which are issued after the Articles are amendedand before the Scheme Record Time (other than to JWG and/or its nominees) will be issued

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subject to the terms of the Scheme and the holders of such shares will be bound by the terms ofthe Scheme; and

(B) ensure that, subject to the Scheme becoming effective, any Amec Foster Wheeler Shares issuedon or after the Effective Date (other than to JWG and/or its nominees) will be compulsorilyacquired by JWG, in consideration of (subject to certain terms and conditions) the issue of NewJWG Shares on the same basis as under the Scheme.

The proposed amendments to the Amec Foster Wheeler Articles referred to above are set out in full inthe Scheme Document.

At the Amec Foster Wheeler General Meeting, voting will be by way of poll and each SchemeShareholder present (in person or by proxy) will be entitled to one vote for each Scheme Share held.In order for the Amec Foster Wheeler Resolutions to be passed, it must be approved by votes infavour representing at least 75 per cent. of the votes cast either in person or by proxy.

Scheme Sanction

The Scheme also requires the sanction of the Court. Amec Foster Wheeler will give adequate noticeof the date and time of the Scheme Court Hearing, once known, by issuing an announcement througha Regulatory Information Service. The Scheme Court Hearing, in accordance with the Co-operationAgreement, is to be held on a date to be agreed in writing between Amec Foster Wheeler and JWG(acting reasonably) or otherwise set for a date no earlier than the earlier in time to occur of (i) the dateon which all the Conditions (other than the Scheme Conditions) have been satisfied: and (ii) the datethat is 10 Business Days prior to the Longstop Date. The Scheme will become effective on delivery ofa copy of the Scheme Court Order to the Registrar of Companies.

Upon the Scheme becoming effective: (i) it will be binding on all Amec Foster Wheeler Shareholders,irrespective of whether or not they attended or voted at either or both of the Amec Foster WheelerMeetings (and if they attended and voted, whether or not they voted in favour); and (ii) sharecertificates in respect of Amec Foster Wheeler Shares will cease to be valid and every Amec FosterWheeler Shareholder shall be bound at the request of Amec Foster Wheeler to deliver up their sharecertificate(s) to Amec Foster Wheeler (or any person appointed by Amec Foster Wheeler to receivethe same) or to destroy the same; and (iii) entitlements to Amec Foster Wheeler Shares held withinthe CREST system will be cancelled.

The Amec Foster Wheeler Shares will be acquired fully paid and free from all liens, charges, equitableinterests, encumbrances and rights of pre-emption and any other interests of any nature whatsoeverand together with all rights attaching thereto.

If the Scheme does not become effective on or before the Longstop Date, it will lapse and theCombination will not proceed (unless the Panel otherwise consents).

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts ofEngland and Wales. The Scheme will be subject to the applicable requirements of the City Code, thePanel, the London Stock Exchange and the UK Listing Authority.

Modifications to the Scheme

The Scheme contains a provision for Amec Foster Wheeler and JWG to consent jointly on behalf of allpersons concerned, to any modification of, or addition to, the Scheme or to any condition approved orimposed by the Court. The Court would be unlikely to approve any modification of, or addition to, orimpose a condition on, the Scheme which might be material to the interests of Amec Foster WheelerShareholders unless Amec Foster Wheeler Shareholders were informed of such modification, additionor condition and given the opportunity to vote on that basis. It would be a matter for the Court todecide, in its discretion, whether or not a further meeting of Amec Foster Wheeler Shareholdersshould be held in these circumstances.

Fractional entitlements

Fractions of the New JWG Shares will not be allotted to Amec Foster Wheeler Shareholders pursuantto the Combination but will be aggregated and sold in the market as soon as practicable after theScheme becomes effective. The net proceeds of such sale will then be paid in cash to the relevantAmec Foster Wheeler Shareholders entitled to them in accordance with their fractional entitlements

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(rounded down to the nearest penny). However, individual fractional entitlements to amounts (net ofexpenses) not exceeding £3 will not be paid to the relevant Amec Foster Wheeler Shareholders whowould otherwise be entitled to them under the Combination, but will be retained for the benefit of theCombined Group.

15. FINANCING

On 22 May 2017, JWG entered into a new committed syndicated facilities agreement under whichBNP Paribas, HSBC, J.P. Morgan, Lloyds and RBS (the “Underwriters”) have agreed to underwrite atotal of US$2,750 million multi-currency borrowing facilities, comprising a US$1,000 million three yearterm loan facility, and a US$1,750 million five year revolving credit facility (the “JWG FacilitiesAgreement”). JWG and Wood Group US Holdings, Inc are the borrowers under the JWG FacilitiesAgreement and the obligations under the JWG Facilities Agreement are guaranteed by JWG, WoodGroup US Holdings, Inc, JWGUSA Holdings Limited, Wood Group Gas Turbine Services HoldingsLimited, Wood Group Investments Limited, Wood Group Holdings (International) Limited and WGPSN(Holdings) Limited. As at the date of this Prospectus, it is expected that Amec Foster Wheeler willaccede to the JWG Facilities Agreement as a guarantor within 90 days of the Effective Date. It isexpected that the Underwriters’ commitments will be syndicated to a wider group of lenders followingthe date of this Prospectus, including existing lenders to the Wood Group and the Amec FosterWheeler Group and new lenders.

The new facilities are expected to be available to be drawn down upon, or shortly following, theEffective Date to refinance in full and replace JWG’s seven existing bilateral revolving credit facilities(totalling US$950 million) and the Amec Foster Wheeler Group’s existing syndicated term andrevolving credit facilities (totalling £1,641 million). Thereafter, the new revolving credit facility isexpected to be used for the Combined Group’s general corporate purposes. The Wood Group’sexisting US$375 million unsecured senior loan notes, issued in the US private placement marketduring 2014, are expected to remain outstanding whether or not the Combination completes.

The total commitments under the new JWG Facilities Agreement are less than the aggregate totalcommitments under Wood Group’s existing bilateral facilities and the Amec Foster Wheeler Group’sexisting syndicated facilities, as the JWG Directors believe that the new facilities will be sufficient tomeet the projected working capital needs of the Combined Group going forward.

The pricing of the new facilities should result in a reduction in the total cost of the Combined Group’sfinancing compared with the aggregate cost of Wood Group’s financing and the Amec Foster WheelerGroup’s financing prior to Completion.

16. EMPLOYEE SHARE SCHEMES

Participants in the Amec Foster Wheeler Share Plans will be written to separately to inform them ofthe effect of the Combination on their rights under the Amec Foster Wheeler Share Plans, includingdetail of any appropriate proposals being made. The Combination will extend to any Amec FosterWheeler Shares which are unconditionally allotted, issued or transferred to satisfy the exercise ofoptions or vesting of awards under the Amec Foster Wheeler Share Plans prior to the Scheme RecordTime.

Outstanding options and awards under the following JWG Share Plans will not vest as a result of theCombination: the LTP; the LTRP; the LTIP; the 2002 ESOS No 1; the 2002 ESOS No 2; the 2012ESOS No 1; the 2012 ESOS No 2; the ESP; and the ABP. The awards under the aforementionedplans will continue on the same terms as prior to the Combination.

17. THE NEW JWG SHARES

The New JWG Shares will be issued in registered form and will be capable of being held in certificatedand uncertificated form.

The New JWG Shares will be issued credited as fully paid and will rank pari passu in all respects withthe JWG Shares in issue at the time the New JWG Shares are issued pursuant to the Scheme,including, subject as outlined below, the right to receive notice of, and to attend and vote at, generalmeetings of JWG and subject as outlined below, in relation to the right to receive and retain anydividends and other distributions declared, made or paid by reference to a record date falling after theEffective Date and to participate in the assets of JWG upon a winding-up of JWG. Irrespective of the

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date on which the Effective Date falls, Amec Foster Wheeler Shareholders who receive New JWGShares pursuant to the Scheme shall not be entitled to receive any interim dividend declared or paidby JWG on those shares in respect of the period ending 30 June 2017. As with the JWG Shares inissue as at the Effective Date, the New JWG Shares will not be subject to any redemption provisions.

18. IRREVOCABLE UNDERTAKINGS

Those Amec Foster Wheeler Directors who hold Amec Foster Wheeler Shares have irrevocablyundertaken to vote in favour of the Scheme at the Amec Foster Wheeler Meetings in respect of theirown beneficial holdings totalling 543,175 Amec Foster Wheeler Shares in aggregate representingapproximately 0.14 per cent. of Amec Foster Wheeler’s issued share capital as at the LatestPracticable Date. These irrevocable undertakings remain binding if a higher competing offer is madebut cease to be binding if the Combination lapses or is withdrawn or otherwise becomes incapable ofever becoming effective.

Those JWG Directors who hold JWG Shares have irrevocably undertaken to vote in favour of theJWG Resolution at the JWG General Meeting, in respect of their entire beneficial holdings of, inaggregate, 208,531 JWG Shares, representing approximately 0.05 per cent. of JWG’s issued sharecapital as at the Latest Practicable Date.

19. OFFER-RELATED ARRANGEMENTS

Confidentiality Agreement

JWG and Amec Foster Wheeler have entered into a Confidentiality Agreement dated 3 March 2017pursuant to which each of JWG and Amec Foster Wheeler has undertaken, amongst other things, to:(i) keep confidential information relating to the other party and not to disclose it to third parties (otherthan certain permitted parties) unless required by law or regulation; and (ii) use the confidentialinformation for the sole purpose of considering, evaluating, advising on or furthering the Combination.These obligations shall (subject to certain exceptions) remain in force until Completion. Theagreement also contains certain provisions pursuant to which each party has agreed not to solicitcertain employees of the other party, subject to customary carve-outs, for a period of 12 months.

Confidentiality and Joint Defence Agreement

JWG and Amec Foster Wheeler have also entered into a Confidentiality and Joint Defence Agreementdated 6 March 2017, the purpose of which is to ensure that the exchange and disclosure of certainmaterials relating to the parties and between their respective legal counsel for the purposes of theanti-trust work stream is ring-fenced and preserves the confidentiality of such materials and does notresult in a waiver of any privilege, right or immunity that might otherwise be available.

Clean Team Non-Disclosure Agreement

In addition, JWG and Amec Foster Wheeler have entered into a Clean Team Non-DisclosureAgreement dated 5 March 2017 which sets out how any confidential information that is competitivelysensitive can be disclosed, used, or shared for the purposes of due diligence, synergies, evaluation,planning transition and regulatory clearance.

Co-operation Agreement

JWG and Amec Foster Wheeler have entered into a Co-operation Agreement, pursuant to which JWGhas agreed to use its reasonable endeavours to ensure the satisfaction of the merger control andregulatory conditions to the Combination. JWG and Amec Foster Wheeler have agreed to usereasonable endeavours to provide each other with all necessary information in relation to the relevantmerger control and regulatory clearances and authorisations. JWG and Amec Foster Wheeler havealso agreed to provide each other with reasonable information, assistance and access for thepreparation of the key shareholder documentation.

JWG has the right to terminate the Co-operation Agreement where:

(A) the Amec Foster Wheeler Directors have withdrawn, qualified, adversely modified or failed toprovide, or they have failed to reaffirm (when requested by JWG to do so) their unanimous andunconditional recommendation that the Amec Foster Wheeler Shareholders vote in favour of theScheme (including prior to the publication of the Scheme Document, their intention to do so);

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(B) the Scheme Document is not posted within 10 weeks of the date of the Announcement;

(C) the Amec Foster Wheeler General Meeting or the Court Meeting is not held on or before the laterof (a) the 22nd day after the expected date of such meetings and (b) 15 June 2017 (or suchother date as may be agreed in writing between JWG and Amec Foster Wheeler);

(D) the Scheme Court Hearing is not held on or before the later of (a) the 22nd day after theexpected date of such hearing and (b) 30 days after all the Conditions (other than the SchemeConditions) have been satisfied or waived;

(E) JWG has notified Amec Foster Wheeler of a Condition which is incapable of satisfaction orwaiver by the Longstop Date (where its invocation is permitted by the Panel);

(F) the Scheme is not approved at the Court Meeting, the relevant resolutions are not passed at theAmec Foster Wheeler General Meeting, or the Court refuses to sanction the Scheme;

(G) if a Condition is incapable of satisfaction, in circumstances where invocation of the relevantCondition is permitted by the Panel; or

(H) a competing transaction becomes effective or is recommended by the Amec Foster WheelerDirectors.

Either JWG or Amec Foster Wheeler may terminate the Co-operation Agreement on the occurrence ofany of the Break Fee Triggers (described below). JWG and Amec Foster Wheeler may also terminatethe Co-operation Agreement by mutual consent.

The Co-operation Agreement will also terminate if:

(A) the Combination is withdrawn or lapses before the Longstop Date, other than where: (i) JWG hasexercised its right to implement the Combination as an Offer or (ii) such lapse or withdrawal isfollowed within five Business Days by an announcement by JWG or any person acting in concertwith JWG of a firm intention to make an offer on substantially the same or improved terms; or

(B) the Scheme (or Offer, as the case may be) has not become effective by the Longstop Date.

Under the terms of the Co-operation Agreement by way of compensation for any loss or damage thatmay be suffered by Amec Foster Wheeler in connection with the Combination, JWG has agreed topay, or procure the payment of, a break fee of £25,000,000 (exclusive of VAT) if:

(A) the JWG Resolution is not passed at the JWG General Meeting;

(B) as at 5:00 p.m. on 15 June 2017 (or such other date as may be agreed in writing between JWGand Amec Foster Wheeler), no vote has been held on the JWG Resolution;

(C) the unanimous and unconditional recommendation of the JWG directors to JWG Shareholders tovote in favour of the Combination in the Circular is withdrawn, qualified or modified in anyadverse manner or is not reaffirmed (following a request by Amec Foster Wheeler to do so);

(D) on or before the Longstop Date, JWG invokes (with the permission of the Panel) any of theConditions set out in paragraphs 2 to 15 (in the case of paragraphs 12 to 15, the relevant “ThirdParty” being a regulatory authority) of Part A of Appendix 1 to the Announcement or suchconditions have not been satisfied or waived by the end of the Longstop Date and as a result, ineach case, the Combination lapses or terminates; or

(E) the CMA refers the Combination to a second phase review with the effect that the Combinationlapses or terminates in accordance with Rule 12 of the City Code,

each of (A) to (E) above being a “Break Fee Trigger”.

No break fee will be payable if:

(i) certain termination events have already occurred prior to the relevant Break Fee Trigger;

(ii) the relevant Break Fee Trigger was caused to a material extent by Amec Foster Wheeler’sbreach of its co-operation and assistance obligations in connection with merger control andregulatory clearances and authorisations or key shareholder documentation;

(iii) JWG has exercised its right to implement the Combination as an Offer in accordance with theCo-operation Agreement in circumstances where a third party’s firm intention to make an offer for

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Amec Foster Wheeler has been recommended by the Amec Foster Wheeler Directors or theAmec Foster Wheeler Directors have withdrawn their recommendation of the Scheme;

(iv) prior to the relevant Break Fee Trigger, the Amec Foster Wheeler Directors have withdrawn,qualified or adversely modified, or they have failed to reaffirm (when requested by JWG to doso), their unanimous and unconditional recommendation that the Amec Foster WheelerShareholders vote in favour of the Scheme; or

(v) following the Break Fee Trigger in paragraph (B) or (C) above but prior to any lapse ortermination of the Scheme, the JWG Resolution is passed at the JWG General Meeting.

The Co-operation Agreement also contains provisions that will apply in respect of the Amec FosterWheeler Share Plans and certain other employee incentive arrangements.

Integration Planning Clean Team Agreement

JWG and Amec Foster Wheeler have entered into an Integration Planning Clean Team Agreementdated 27 April 2017 which sets out how any confidential information that is competitively sensitive canbe disclosed, used, or shared for the purposes of evaluating synergies and planning the transactionand integration process.

20. DELISTING OF AMEC FOSTER WHEELER SHARES AND RE-REGISTRATION OF AMECFOSTER WHEELER

Prior to the Combination completing, applications will be made: (i) to the UKLA for the cancellation ofthe premium listing of the Amec Foster Wheeler Shares on the Official List; and (ii) to the LondonStock Exchange for the cancellation of trading of the Amec Foster Wheeler Shares on the MainMarket. It is expected that Amec Foster Wheeler Shares will be suspended at 5.00 p.m. on the firstBusiness Day following the Scheme Court Hearing. No transfers of Amec Foster Wheeler Shares willbe registered after that date. It is expected that cancellation will take effect at, or shortly after,8.00 a.m. on the first Business Day after the Effective Date.

On the Effective Date, Amec Foster Wheeler will become a wholly-owned subsidiary of JWG andshare certificates in respect of Amec Foster Wheeler Shares will cease to be valid in accordance withthe provisions of the Deposit Agreement and entitlements to Amec Foster Wheeler Shares held withinthe CREST system will be cancelled. Following the Effective Date, JWG intends to terminate AmecFoster Wheeler’s ADR programme.

As soon as possible after the Effective Date, it is intended that Amec Foster Wheeler will bere-registered as a private limited company.

If the Scheme is sanctioned by the Court, Amec Foster Wheeler Shares held in treasury will becancelled prior to the Scheme Record Time.

21. AMEC FOSTER WHEELER ADRS

Each outstanding Amec Foster Wheeler ADS represents one Amec Foster Wheeler Share depositedwith the Amec Foster Wheeler ADR Depositary pursuant to the Deposit Agreement. Prior to the AmecFoster Wheeler Meetings, the Amec Foster Wheeler ADR Depositary shall fix a record date in respectof each meeting. Thereafter, the Amec Foster Wheeler ADR Depositary shall mail to Amec FosterWheeler ADR Holders (a) such notice of meeting or solicitation of consent or proxy; and (b) astatement that the Amec Foster Wheeler ADR Holders at the close of business on the record date(s)set by the Amec Foster Wheeler ADR Depositary will be entitled, subject to any applicable law, theprovisions of the Deposit Agreement and Amec Foster Wheeler’s constitutional documents, to instructthe Amec Foster Wheeler ADR Depositary as to the exercise of the voting rights pertaining to theAmec Foster Wheeler Shares represented by such Amec Foster Wheeler ADSs. Upon the timelyreceipt of voting instructions of a registered Amec Foster Wheeler ADR Holder in the manner specifiedby the Amec Foster Wheeler ADR Depositary, the Amec Foster Wheeler ADR Depositary shallendeavour, insofar as practicable and permitted under applicable law, the provisions of the DepositAgreement and Amec Foster Wheeler’s constitutional documents, to vote or cause the custodian forthe Amec Foster Wheeler ADR Depositary to vote the Amec Foster Wheeler Shares (in person or byproxy) represented by such Amec Foster Wheeler ADR Holder’s Amec Foster Wheeler ADSs at theCourt Meeting and the Amec Foster Wheeler General Meeting in accordance with such votinginstructions. Amec Foster Wheeler ADR Holders are strongly urged to read, and understand, the

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penultimate paragraph of this section before providing any voting instructions to the Amec FosterWheeler ADR Depositary.

If Amec Foster Wheeler ADR Holders wish to attend and vote at the Amec Foster Wheeler Meetingsas an Amec Foster Wheeler Shareholder or receive New JWG Shares, they must surrender theirAmec Foster Wheeler ADSs (including any Amec Foster Wheeler ADRs evidencing such Amec FosterWheeler ADSs) to the Amec Foster Wheeler ADR Depositary for cancellation and withdraw the AmecFoster Wheeler Shares underlying the Amec Foster Wheeler ADSs in advance of (i) the Voting RecordTime, in the case of voting at the Amec Foster Wheeler Meetings or (ii) the Scheme Record Time, inthe case of receiving New JWG Shares, to ensure there is sufficient time to enter such Amec FosterWheeler ADR Holder in the Amec Foster Wheeler register. However, any withdrawal of Amec FosterWheeler Shares underlying the Amec Foster Wheeler ADSs will result in the incurrence of (i) thecharges specified in the Deposit Agreement for the surrender of Amec Foster Wheeler ADRs and (ii)any applicable taxes and/or governmental charges.

Amec Foster Wheeler ADR Holders will have no entitlement to receive New JWG Shares from theAmec Foster Wheeler ADR Depositary following the exchange. On the Effective Date, the AmecFoster Wheeler ADR Depositary will receive 0.75 New JWG Shares for each Amec Foster WheelerShare deposited under the Deposit Agreement as of the Scheme Record Time and will sell all of theNew JWG Shares that it receives pursuant to the Scheme on account of Amec Foster Wheeler Sharesheld under the Deposit Agreement at public or private sale, at such place or places and upon suchterms as it may deem proper and, after conversion of the net proceeds of such sales into US Dollars,will allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by,the Amec Foster Wheeler ADR Depositary and (b) taxes and/or governmental charges) for theaccount of the Amec Foster Wheeler ADR Holders otherwise entitled to such securities in proportionto the number of Amec Foster Wheeler ADSs held by them, which allocation may be made upon anaveraged or other practicable basis without regard to any distinctions among such Amec FosterWheeler ADR Holders. Holders of Amec Foster Wheeler ADSs will be required to surrender theirAmec Foster Wheeler ADSs to the Amec Foster Wheeler ADR Depositary in order to receive theamounts to which they may be entitled. The Amec Foster Wheeler ADR Depositary shall distributeonly such amount, however, as can be distributed without attributing to any Amec Foster WheelerADR Holder a fraction of one U.S. cent. Any such fractional amounts shall be rounded down to thenearest whole U.S. cent. If Amec Foster Wheeler or the Amec Foster Wheeler ADR Depositary isrequired to withhold and does withhold from any distribution of net proceeds from the sale of NewJWG Shares an amount on account of taxes, duties or other governmental charges, the amountdistributed to Amec Foster Wheeler ADR Holders will be reduced accordingly.

It is intended that, shortly before the Scheme becomes effective in accordance with its terms,arrangements will be made by Amec Foster Wheeler to file a Form 25 to delist the Amec FosterWheeler ADSs from the NYSE. Upon filing of the Form 25, the NYSE will suspend trading in the AmecFoster Wheeler ADRs, and thereafter the Amec Foster Wheeler ADRs will be delisted from the NYSE.The ADR programme will also be terminated in accordance with the provisions of the DepositAgreement.

22. LISTING, DEALINGS AND SETTLEMENT OF THE NEW JWG SHARES

Prior to the Combination completing, applications will be made to: (i) the UKLA for the New JWGShares to be admitted to the premium listing segment of the Official List; and (ii) the London StockExchange for the New JWG Shares to be admitted to trading on the Main Market.

It is expected that the New JWG Shares will be admitted to trading on the London Stock Exchange by8.00 a.m. on the first Business Day following the Effective Date and dealings for normal settlement inthe New JWG Shares will commence at or shortly after that time.

No application has been made or is currently intended to be made by JWG for the New JWG Sharesto be admitted to listing or trading on any other exchange.

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23. DILUTION

The issue of the New JWG Shares will result in JWG’s issued ordinary share capital increasing by77.4 per cent. Immediately following admission of the New JWG Shares to trading on the LSE, formerAmec Foster Wheeler Shareholders will hold approximately 44 per cent. of issued ordinary sharecapital of the Combined Group (based on the existing ordinary issued share capital of JWG and thefully diluted share capital of Amec Foster Wheeler).(4)

(4) Please see paragraph 17 of Part XVI (Additional information) for details of how the dilution statistics are calculated.

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PART VIIINFORMATION ABOUT THE WOOD GROUP

The selected historical financial information and other historical financial information in relation to JWGreferred to in this Part VII (Information about the Wood Group) has, unless otherwise stated, beenextracted without material adjustment from the JWG 2016 Annual Report and Accounts, the JWG2015 Annual Report and Accounts and the JWG 2014 Annual Report and Accounts, which areincorporated by reference into this Prospectus as set out in paragraph 19 of Part XVI (AdditionalInformation). Investors should read the whole of this document and the documents incorporated hereinby reference and should not rely solely on the financial information set out in this Part VII.

1. INTRODUCTION

JWG is a global provider of technical services predominantly to the oil and gas sector, headquarteredin Aberdeen, Scotland. JWG designs, modifies, constructs and operates industrial facilities mainly inthe oil and gas sector. JWG, which operates in over 40 countries and has around 30,000 employeesglobally, provides services across the entire asset life cycle and enhances these with a wide range ofspecialist technical solutions. JWG employs an asset light, delivery focused business model and isdifferentiated by its range of services, track record of delivery and its people, culture and values.JWG’s registered office is at 15 Justice Mill Lane, Aberdeen AB11 6EQ. The telephone number forJWG’s registered office is +44 1224 851000.

JWG organises its business into three segments: Asset Life Cycle Solutions Eastern Region andAsset Life Cycle Solutions Western Region (together “ALCS”) and Specialist TechnicalSolutions (“STS”).

2. HISTORY OF THE WOOD GROUP

JWG was founded as a ship repair and marine engineering firm in 1912 and subsequentlyincorporated in Scotland (registration number 036219) on 17 March 1961. With the discovery of oil inthe North Sea, JWG expanded its engineering capability from fishing vessel repair into oilfield servicesand in 1981 the oilfield services and fishing businesses were separated. During the 1990s and early2000s JWG expanded rapidly both organically and through acquisitions into new markets such asturbine repair and overhauls and well services and into new geographies including USA, Asia Pacific,Africa and Latin America. Notable events during that period include:

• 1990 - Formation of a joint venture (RWG) with Rolls Royce plc to extend turbine repairs andoverhauls capability. In 2014, Rolls Royce transferred its shareholding in RWG to Siemens.

• 1990 - Acquisition of J P Kenny to enhance subsea engineering and life-of-field capability.

• 2000 - Acquisition of Mustang and Alliance Engineering in the US to add market-leadingengineering services for deepwater facilities and lightweight topsides in the Gulf of Mexico.

• 2002 - Admission to the main market of the London Stock Exchange on 5 June 2002.

In 2011, JWG acquired PSN, a leading global brownfield production services provider for aconsideration of US$1 billion, whilst disposing of its Well Support division for a consideration ofUS$2.8 billion. In the period following the acquisition of PSN to date, JWG has continued to expandgeographically and to broaden into new markets as an asset light service provider principally as aresult of the following key events:

• Establishment of a presence in Saudi Arabia through the acquisitions of Dar E&C and Pi Consultin 2011.

• Expansion into the US onshore shale market in 2012 and 2013 through the acquisition ofElkhorn Holdings Inc., Mitchells and Duval.

• Acquisition in 2013 of Pyeroy, a provider of coatings, access, fabric maintenance and industrialservices.

• Strengthening of Norwegian offshore engineering with the acquisition of Agility Projects AS.

• Establishment of a cross sector civil construction capability in US through the acquisition ofSwaggart.

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• Expansion of process automation capabilities into the UK and Europe and move into theautomotive sector through the acquisition of Automated Technology Group, an independentprovider of control and power solutions for industrial automation in 2015.

• Securing a strong position in US downstream and petro-chemical maintenance and constructionthrough the acquisition of Infinity in 2015.

3. BUSINESS OVERVIEW

The Wood Group designs, modifies, constructs and operates industrial facilities mainly in the oil andgas sector and provides services across the entire asset life cycle and enhances these with a widerange of specialist technical solutions.

In 2016, the Wood Group reorganised and repositioned the business across Asset Life CycleSolutions and Specialist Technical Solutions. This resulted in a move from an organisation defined bybrand to one defined by service provision with the intention of enabling efficiency gains, as a simplerbusiness with less internal complexity and increasing JWG’s effectiveness by enabling easiercustomer engagement.

Asset Life Cycle Solutions (“ALCS”) forms the largest part of the Wood Group, accounting foraround 90 per cent. of revenues in 2016. ALCS provides services across the full life cycle of anindustrial facility. It is engaged in the provision of expertise in designing and delivering projects,extending asset life and improving performance. ALCS reports in two separate divisions, Westernregion and Eastern region, with activity comprising:

Operations and Maintenance (65-70 per cent. of ALCS revenue)

Activity levels are predominantly driven by customers’ operating expenditure. The largest serviceslines are operations and maintenance in support of existing production from assets. This covers assetand facilities management, operations support, duty holder services in the North Sea, maintenancemanagement and support, training, logistics and labour provision. Other services include industrialservices (including fabric maintenance) pipeline services and decommissioning. JWG also has turbinejoint ventures providing maintenance and overhaul capabilities.

Projects and Modifications (30-35 per cent. of ALCS revenue)

Activity levels are predominantly driven by customers’ capital expenditure. Services support greenfieldand brownfield projects through the provision of engineering design and project management andinclude FEED, detailed engineering, procurement, construction and hook-up.

Specialist Technical Solutions (“STS”) is a smaller but discrete global business accounting foraround 10 per cent. of revenues in 2016. STS pulls together specialist and niche offerings comprising:

Subsea and Technology (circa 55 per cent. of STS revenue)

Subsea and Technology provides subsea engineering and support activities together with assetintegrity solutions, clean energy, digital solutions and early stage studies.

Automation and Control (circa 45 per cent. of STS revenue)

Automation and Control provides independent engineering, design and commissioning services whichoptimise control systems in the process and manufacturing industries.

4. PRINCIPAL MARKETS

JWG operates principally in oil and gas markets, including in the upstream, midstream anddownstream sectors but also operates in other sectors such as turbines, automotive, pharmaceutical,transport and utilities. In 2016, ALCS Western region, which predominantly has operations in theUnited States and Canada, contributed US$2.1bn of revenue (43 per cent. of total revenue). ALCSEastern region covers all other global locations and contributed US$2.3bn of revenue in 2016(47 per cent. of total revenue). The remaining 10 per cent. of revenue (US$0.5bn) was generated bySTS. All references to revenue in this paragraph and the table below include the contribution fromjoint ventures on a proportionally consolidated basis.

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In 2016, total reported revenue was US$4.9bn, which was split by sector as follows:

per cent.

Upstream oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Midstream/downstream oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Turbines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Other sectors (including automotive, pharmaceuticals, transport, utilities) . . . . . . . . . . . . 13

JWGs primary segment reporting is by service line rather than geographic markets. The table belowshows a geographic analysis of revenues as disclosed in the financial statements for 2014, 2015 and2016. The figures in the table below are prepared on an equity accounting basis and thereforeexclude the share of joint venture revenue.

2016 2015 2014US$m US$m US$m

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 867 1,441 1,980US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,848 1,940 2,397Rest of world . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,406 1,620 2,197Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,121 5,001 6,574

5. STRATEGY & PRIORITIES

JWG’s strategy is to deliver through cycle growth and be recognised as the best technical servicescompany to work with, work for and invest in, with a relentless focus on excellence. The JWGDirectors consider the key elements to delivery of this strategy to be:

• operating as a seamless and inter-connected group;

• building on core oil and gas markets through selective sector broadening;

• evolving and expanding the Wood Group’s global footprint across high growth regions;

• offering more flexible and commercial solutions to customers;

• focusing on delivery-based solutions underpinned by service excellence;

• creating competitive advantage through service-enabling technology and know-how;

• maintaining an asset light, balanced, flexible commercial model;

• using its human and financial capital with discipline; and

• using the cash generated from operations to fund dividends to shareholders, organic investmentand acquisitions.

6. KEY STRENGTHS

The JWG Directors believe the key strengths of JWG are its:

• asset light, balanced, flexible and low risk commercial model;

• talented, flexible and motivated workforce;

• technical capability and excellence;

• highly experienced management team; and

• enduring, long term, blue-chip customer relationships.

Asset light, balanced, flexible and low risk commercial model

JWG’s asset light model provides it with a significant degree of flexibility, allowing it to react morequickly to changes in the nature and level of customer demand. It also allows the cost base to beadjusted in accordance with activity levels.

JWG maintains a low risk, balanced commercial model with a low proportion of revenues derived fromcontracts with performance-based or fixed price elements. In addition, being positioned across the lifecycle of its customers’ assets gives JWG a range of exposure to both operating and capital

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expenditure whilst also enabling JWG to develop a strong breadth and depth of customerrelationships.

Talented, flexible and motivated workforce

JWG’s main asset is its people. JWG has a workforce of approximately 30,000 employees operatingin more than 40 countries. Many employees are highly skilled and well-qualified individuals, who haveexpertise that is transferable across different sectors.

JWG is committed to attracting, retaining, developing and mobilising the best talent and promotingstrong engagement with its people. The business strategy is intrinsically linked with the peoplestrategy to ensure appropriate utilisation and mobilisation of the workforce with the aim to achievecompetitive advantage.

Technical capability and experience

JWG has a strong track record of delivering technical solutions to the world’s largest oil and gascompanies on some of the most technically demanding global oil and gas projects over the last30 years. This strong track record of delivery is evidenced by JWG’s long standing relationships with anumber of customers.

Highly experienced management team

JWG has a highly experienced management team. The JWG Executive Directors have heldmanagement and leadership positions at various oil and gas services companies. JWG ExecutiveDirectors are supported by an executive leadership team with many years’ experience workingfor JWG.

JWG’s executive directors have proved their capability by successfully managing the business throughthe current prolonged downturn, positioning the Wood Group to mitigate the effects of low commodityprices in oil and gas markets by focusing on utilisation and cost efficiency. As part of this strategy, themanagement team successfully delivered a reorganisation programme, delivered in-house within 18months, to refine the operating structure of the Wood Group to enhance customer delivery, reduceinternal complexity and better position the Wood Group to develop smart solutions.

JWG has a long track record of organic and acquisition led growth and has completed over 50acquisitions since its IPO in 2002, including the US$1bn acquisition and subsequent integration ofPSN in 2011.

7. MANAGEMENT TEAM

The JWG Board is comprised as follows:

• Ian Marchant, Chair

• Robin Watson, Chief Executive

• David Kemp, Chief Financial Officer

• Jann Brown, Non-executive Director and Senior Independent Director

• Jeremy Wilson, Non-executive Director

• Thomas Botts, Non-executive Director

• Mary Shafer-Malicki, Non-executive Director

• Richard Howson, Non-executive Director

• Jacqui Ferguson, Non-executive Director

The JWG Board is supported by the JWG Executive Leadership Team comprising the CEO of eachthe three business units (Asset Life Cycle Solutions Western Region, Asset Life Cycle SolutionsEastern Region and Specialist Technical Solutions) together with the Executive President of Peopleand Organisation, Executive President of Health, Safety, Security, Ethics and Assurance, ExecutivePresident of Strategy and Development and Executive President of Integration.

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8. PRINCIPAL INVESTMENTS

A description of the Wood Group’s principal investments for 2016 is set out at Notes 9, 10 and 27 ofthe notes to the audited consolidated financial statements for the year ended 31 December 2016. Inaddition, Note 8 to the audited consolidated financial statements for the year ended 31 December2016 contains details of JWG’s investment in intangible assets, such as software and developmentcosts, including implementation of ERP systems across the Wood Group. These notes can be foundat pages 91 to 95 and 110 to 111 of the JWG 2016 Annual Report and Accounts, which areincorporated by reference into this document as set out in paragraph 19 of Part XVI (AdditionalInformation).

A description of the Wood Group’s principal investments for 2015 is set out at Notes 9, 10 and 27 ofthe notes to the audited consolidated financial statements for the year ended 31 December 2015. Inaddition, Note 8 to the audited consolidated financial statements for the year ended 31 December2015 contains details of the Wood Group’s investment in intangible assets, such as software anddevelopment costs, including implementation of ERP systems across the Wood Group. These notescan be found at pages 71 to 75 and 89 to 90 of the JWG 2015 Annual Report and Accounts, whichare incorporated by reference into this document as set out in pararaph 19 of Part XVI (AdditionalInformation).

A description of the Wood Group’s principal investments for 2014 is set out at Notes 9, 10 and 27 ofthe notes to the audited consolidated financial statements for the year ended 31 December 2014. Inaddition, Note 8 to the audited consolidated financial statements for the year ended 31 December2014 includes details of JWG’s investment in intangible assets, such as software and developmentcosts, including implementation of ERP systems across the Wood Group. These notes can be foundat pages 69 to 73 and 87 to 88 of the JWG 2014 Annual Report and Accounts, which are incorporatedby reference into this document as set out in paragraph 19 of Part XVI (Additional Information).

In May 2017, the JWG Board approved in principle the acquisition of the entire share capital of a USbased provider of industrial automation services to the automotive sectors. The acquisition is expectedto be completed by the end of May 2017 for initial consideration of US$45m and deferredconsideration of US$15m spread over three years post completion.

Save for the above, there are no investments in progress and there are no future investments onwhich JWG Directors have already made firm commitments.

9. INFORMATION TECHNOLOGY

JWG’s Information Technology function operates as a business partner to deliver an appropriate andeffective IT service to support the Wood Group’s growth and strategy. The function manages a secure,robust and scalable environment globally with a focus on adding value to the business, simplifyingservices and controlling costs. This is achieved by leading and managing an outsourced model inpartnership with key suppliers supporting all infrastructure and application requirements other thanERP and engineering applications.

10. REGULATORY AND ENVIRONMENTAL MATTERS

JWG is required to operate in accordance with all applicable environmental laws and regulations in thecountries in which it operates. JWG manages its environmental risks through its environmentalmanagement systems, which are aligned to the ISO14001 standard and in compliance with suchregulatory requirements. In addition, JWG participates in the voluntary Carbon Disclosure Project(“CDP”). The CDP is an independent not-for-profit organisation. In 2016, JWG submitted to CDPClimate Change and CDP Water. CDP Water disclosure uses critical water-related data to providevaluable insight into the strategies deployed by companies to manage water resources and helpsdrive investment towards sustainable water use. JWG’s global greenhouse gas emissions data for theyear ended 31 December 2016 was 22,334 tonnes of CO2e. The JWG 2016 Annual Report andAccounts contains relevant information about JWG’s management of environmental risks can befound at page 23 of the JWG 2016 Annual Report and Accounts, which are incorporated by referenceinto this document as set out in paragraph 19 of Part XVI (Additional Information).

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11. LICENCES AND OPERATING AGREEMENTS

JWG holds various regulatory consents, approvals and licences to operate to enable it to conduct itsbusinesses in the jurisdictions in which it operates. JWG does not believe that its business orprofitability is dependent on any single regulatory consent, approval or licence. There are no patents,licences, industrial or commercial contracts which are material to the business or profitability of theWood Group taken as a whole. There are no financial contracts other than those set out inparagraph 9 of Part XVI (Additional Information), which are material to the business or profitability ofthe Wood Group taken as a whole.

12. EMPLOYEES

JWG had approximately 29,000 employees as at 31 December 2016. This figure includes employees,contractors and the proportional headcount for material joint ventures.

The average monthly number of employees by geography is shown in the table below. These figuresexclude non-executive directors, contractors and employees of joint venture companies.

2016 2015 2014

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,169 8,907 9,512US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,736 10,082 12,409Rest of world . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,626 9,186 10,019Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,531 28,175 31,940

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PART VIIIINFORMATION ABOUT THE AMEC FOSTER WHEELER GROUP

The selected historical financial information and other historical financial information in relation toAmec Foster Wheeler referred to in this Part VIII has, unless otherwise stated, been extracted withoutmaterial adjustment from the Amec Foster Wheeler 2016 Annual Report and Accounts and the AmecFoster Wheeler 2015 Annual Report and Accounts. Investors should read the whole of this documentand the documents incorporated herein by reference and should not rely solely on the financialinformation set out in this Part VIII.

1. INTRODUCTION

Amec Foster Wheeler serves major corporations and government bodies in the oil, gas andchemicals, mining, power and process and environment and infrastructure markets. Amec FosterWheeler assists customers in maximising the value of their assets, by reducing the capital cost ofconstruction and lifetime cost of operation and maintenance through concept studies and design work,value engineering, consistent project delivery, the development of innovative solutions and theadoption of technology to enhance efficiency. It operates in over 55 countries and its registered officeis at Booths Park, Chelford Road, Knutsford, Cheshire, United Kingdom.

2. HISTORY

Amec Foster Wheeler’s origins date back to 1848, when Matthew Hall opened a leadwork business inthe United Kingdom. Amec Foster Wheeler was incorporated and registered in England and Wales on2 November 1982, when Fairclough Construction merged with William Press. The Matthew Hall Groupof Companies was incorporated into the Amec Foster Wheeler Group in 1988. In recent years, AmecFoster Wheeler has transformed its operations from a civil construction company to a consultancy,engineering and project management company through a combination of organic growth, acquisitionsand divestment of non-core activities.

Since 2000, acquisitions have focused on expanding its geographic footprint as well as enhancing itscapabilities in key markets in existing regions (for example, the acquisition of MACTEC, whichenhanced Amec Foster Wheeler’s remediation capabilities and extended its footprint in the south-eastern United States). In 2015, Amec Foster Wheeler completed the acquisition of Foster Wheeler ina share and cash offer of approximately US$3.3 billion, which enhanced its market position in themidstream and downstream oil and gas value chain, complementing its existing strength in upstreamoil and gas and added the Global Power Group to the portfolio of services.

Amec Foster Wheeler Shares are listed on the Official List of the UKLA. They were admitted to tradingon the main market of the London Stock Exchange on 2 December 1982 and are currently tradedunder the symbol “AMFW”. Amec Foster Wheeler ADRs have been listed on the NYSE since13 November 2014 under the symbol “AMFW” and are traded in US dollars.

3. BUSINESS OVERVIEW

Amec Foster Wheeler provides support for its customers’ assets throughout their life cycle by:

• consulting with its customers to determine what they require from their assets;

• conceptualising and designing their capital projects;

• overseeing the construction and commissioning of these assets;

• providing services and consultancy to operate, maintain and enhance assets; and

• helping customers to decommission these assets at the end of their economic use.

Amec Foster Wheeler provides similar services in each of its markets and many of its capabilities aretransferable across markets.

Since 1 January 2017, Amec Foster Wheeler has been organised on the basis of four market-facingbusiness lines (Oil, Gas & Chemicals (OG&C), Mining, Power & Process and Environment &Infrastructure) to ensure closer alignment with customers and their needs. Amec Foster Wheelerworks with a wide range of customers ranging from “blue-chip” companies to national and localgovernments.

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4. KEY STRENGTHS

A low risk capital light model

The breadth of Amec Foster Wheeler’s market and customer exposure gives Amec Foster Wheeleraccess to more opportunities and reduces the impact of lower levels of activity in any one market. Thisdiversity of Amec Foster Wheeler’s business reduces risk. The footprint established by one businessline also provides a platform for Amec Foster Wheeler’s other business lines in that country or region.Amec Foster Wheeler’s breadth means its work is spread across a large customer base, through morethan 10,000 contacts each year. Amec Foster Wheeler’s top ten customers accounted for 34 per cent.of revenue in 2016.

Amec Foster Wheeler also has a diversified service offering which partially offsets the cyclical natureof Amec Foster Wheeler’s customers’ capital expenditure plans and reduces Amec Foster Wheeler’sdependence on any one part of the energy mix.

Amec Foster Wheeler’s services can be provided through long-term contracts, giving Amec FosterWheeler the opportunity to provide critical services in partnership with Amec Foster Wheeler’scustomers. As a result, Amec Foster Wheeler’s order book is balanced between capex and opex-related work.

The majority of contracts reimburse Amec Foster Wheeler for its people’s time and materials. AmecFoster Wheeler often also receives additional payments by achieving performance targets. In certaincircumstances where Amec Foster Wheeler is confident of the project requirements, it takes on fixedprice work.

Amec Foster Wheeler has a capital light model. Amec Foster Wheeler is a people-based business anddoes not own significant amounts of equipment. Amec Foster Wheeler’s profit margin and tradingcash conversion reflect the quality of its project delivery.

Amec Foster Wheeler’s competitive advantages

Amec Foster Wheeler believes it has a number of important competitive advantages, in particular:

• the strength of Amec Foster Wheeler’s brand and the reputation of Amec Foster Wheeler’speople, which help Amec Foster Wheeler to deliver excellent work and attract new customers;

• Amec Foster Wheeler’s long-term customer relationships, which help Amec Foster Wheeler toposition for new projects and win a high proportion of repeat business;

• Amec Foster Wheeler’s Environment & Infrastructure business, which is involved in the earlieststage of projects and helps to identify opportunities for Amec Foster Wheeler’s other businesslines;

• Amec Foster Wheeler’s ability to create innovative solutions and commercial models, whichdifferentiate Amec Foster Wheeler’s propositions; and

• the diversity of Amec Foster Wheeler’s business, as a broad market exposure and serviceoffering reduces risk and opens up more opportunities.

5. ORGANISATIONAL STRUCTURE

Amec Foster Wheeler operates globally in four end markets — OG&C, Mining, Power & Process andEnvironment & Infrastructure, and provides similar services to its customers in each market. Inparticular there is a significant overlap of environment and infrastructure services in the OG&C, Miningand Power markets. The Environment & Infrastructure market includes providing services tocustomers in the government, water, transportation, industrial, and pharmaceuticals sectors, inaddition to Oil & Gas, Mining and Power & Process. Amec Foster Wheeler has positioned itself acrossthese markets to ensure that it benefits proportionately regardless of the relative weighting of futuregrowth in the industry. Each market in which Amec Foster Wheeler operates is also, at least in part,cyclical and Amec Foster Wheeler’s diversification ensures that it is not dependent on any one sector.

On 2 March 2017, Amec Foster Wheeler announced its intention to dispose of its global nuclearoperations in the civil and defence sectors, which contributed revenue of £275 million and adjustedEBITDA of £17 million in 2016. Bids have been received and the sale process is ongoing.

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Since 1 January 2017, Amec Foster Wheeler has been organised on the basis of four market-facingbusiness lines, which management believes will: (i) better align employees and the wider business tomeet customer needs globally; (ii) drive higher levels of efficiency and effectiveness; (iii) reduceorganisational complexity; and (iv) ensure global consistency in the provision of solutions and thedelivery of projects.

The following table presents Amec Foster Wheeler’s revenue attributable to each market.


(£ million) (£ million) (£ million)Revenue by marketOG&C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,261 2,911 3,258Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280 323 408Power & Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,456 973 978Environment & Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . 954 839 784GPG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406 357 445Centre/eliminations/adjustments . . . . . . . . . . . . . . . . . . . . . . . 83 52 (73)Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,440 5,455 5,800

OG&C

Amec Foster Wheeler operates in every part of the project delivery phase except early cycleexploration and drilling. In 2016, approximately 51 per cent. of OG&C revenue was derived fromupstream, 46 per cent. from downstream and 3 per cent. from midstream. Amec Foster Wheeler offersa variety of services to a broad range of customers, including IOCs and NOCs and independentoperators in Europe, the Americas, the Middle East, Africa, the Caspian, Southeast Asia and China,although the majority of its projects have historically been located in North America and the UK NorthSea. In 2016, 47 per cent. of Amec Foster Wheeler’s OG&C revenues came from IOCs, compared to17 per cent. and 36 per cent. from NOCs and independent operators, respectively.

Mining

Amec Foster Wheeler provides mining consultancy (including ore resource estimation, mine planningand feasibility studies), design and project and construction management services to a range ofmining companies, primarily in the Americas and Africa. Customers are predominantly mid-tiercompanies, defined as those with a market capitalisation between US$5 billion and US$40 billion, andequivalent sized private and state-owned companies. In 2016, mid-tier customers accounted forapproximately 67 per cent. of Amec Foster Wheeler’s mining revenue and major mining companies,defined as those with a market capitalisation over US$40 billion, and equivalent sized private or state-owned companies, accounted for approximately 18 per cent. of Amec Foster Wheeler’s miningrevenue. The remaining 15 per cent. comprised small public, private and state-owned miningcompanies.

Terra Nova Technologies (“TNT”) is a project group within Mining that is focused on designing andbuilding material handling solutions, such as high speed conveyor belts and crushing plants, for newand existing mines. TNT is also responsible for the development of super-portable conveyors(i.e. articulated conveyor belts which can easily be moved and reconfigured), which have the potentialto substitute mine trucks in large volume mines, thereby saving significant operating costs in thosemines.

Power & Process

Amec Foster Wheeler provides engineering, construction and EPC project delivery to utilities andprocess industries primarily in North America. Recent growth has been driven primarily by the solarmarket, but Amec Foster Wheeler also provides similar services to the wind, gas, US nuclear,industrial and process markets. 72 per cent. of Amec Foster Wheeler’s Power & Process revenues forthe year ended 31 December 2016 came from renewable energy.

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Environment & Infrastructure

Amec Foster Wheeler provides environmental consulting and related engineering services to all themarkets it serves. It also provides engineering and construction services specifically to the followingsectors: government services, water, industrial, transportation, infrastructure and pharmaceuticals.

Environment & Infrastructure (other than in relation to the pharmaceuticals and government servicessectors) operates predominantly in the United States, Canada and the United Kingdom. However, itaims to provide a common offering within subsectors across jurisdictions.

6. BUSINESS DEVELOPMENT AND CONTRACTS

Amec Foster Wheeler seeks to adopt a low risk contracting model, which has improved thepredictability of its results. While the basic terms and conditions of the contracts that Amec FosterWheeler performs may vary, Amec Foster Wheeler typically enters into two basic types of contracts:reimbursable contracts, which may also include target price contracts, or lump sum contracts. AmecFoster Wheeler will enter into lump sum contracts selectively, for instance where it knows thecustomer and the project well and risks are judged commensurate with rewards. For the year ended31 December 2016, reimbursable and lump sum contracts constituted approximately 60 per cent. and40 per cent. of Amec Foster Wheeler’s revenue, respectively. Between 2014 and 2016, the proportionof reimbursable revenue relative to lump sum revenue has decreased due to the addition of the GlobalPower Group business following the acquisition of Foster Wheeler, a change in procurement practicesby some of Amec Foster Wheeler’s clients and a shift in business mix.

7. PRINCIPAL INVESTMENTS

A description of Amec Foster Wheeler’s principal investments for the year ended 31 December 2016is set out at Notes 13 and 25 to the audited consolidated financial statements, which can be found atpages 135 to 137 and 160 to 163 of the Amec Foster Wheeler 2016 Annual Report and Accounts,which are incorporated by reference into this Prospectus as set out in paragraph 19 of Part XVI(Additional Information) and available for inspection as set out in paragraph 18 of Part XVI (AdditionalInformation).

A description of Amec Foster Wheeler’s principal investments for the year ended 31 December 2015is set out at Notes 13 and 24 to the audited consolidated financial statements, which can be found atpages 126 to 127 and 150 to 153 of the Amec Foster Wheeler 2015 Annual Report and Accounts,which are incorporated by reference into this Prospectus as set out in paragraph 19 of Part XVI(Additional Information) and available for inspection as set out in paragraph 18 of Part XVI (AdditionalInformation).

A description of AMEC’s principal investments for the year ended 31 December 2014 is set out atNotes 13 and 24 to the audited consolidated financial statements, which can be found at pages 125and 148 to 151 of the Amec Foster Wheeler 2014 Annual Report and Accounts, which areincorporated by reference into this Prospectus as set out in paragraph 19 of Part XVI (AdditionalInformation) and available for inspection as set out in paragraph 18 of Part XVI (AdditionalInformation).

Amec Foster Wheeler has no investments in progress and there are no future investments on whichthe Amec Foster Wheeler Board has already made firm commitments.

8. EMPLOYEES

Amec Foster Wheeler employed an average of 30,900 workers worldwide for the year ended31 December 2016 (and of these an average of 5,400 were temporary workers). Amec FosterWheeler’s workforce includes these employed workers (full or part time or temporary workers with adirect employment relationship with Amec Foster Wheeler), along with joint venture employees (whichare included in Amec Foster Wheeler’s headcount if the joint venture is the employing entity andAmec Foster Wheeler has control of the joint venture), and also non-employed workers (full or part

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time workers provided by an agency). The average number of employees for the years ended31 December 2016, 31 December 2015 and 31 December 2014 is set out in the table below:


Average number of employeesAmericas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,670 15,040 12,365Northern Europe and CIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,572 9,232 7,898Asia, Middle East, Africa and Southern Europe . . . . . . . . . . . . . . . . . 6,139 7,086 3,376Global Power Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,099 2,332 322Investment Services/Centre . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420 323 264Total(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,900 34,013 24,225

9. REGULATORY AND ENVIRONMENT

Amec Foster Wheeler’s mandatory health, safety, security and environment management frameworkhas been developed to comply with the elements of the ISO 14001 standard. The environmentalmanagement systems are designed to identify and manage environmental aspects, in addition to legalrequirements, at the project level. This includes identifying, applying, implementing and monitoring allenvironmental permissions, permits and licences necessary for Amec Foster Wheeler to undertakework for its clients.

Minimum environmental standards have been introduced across Amec Foster Wheeler’s businesslines. These standards detail the minimum environmental management requirements to be adopted byall operations where Amec Foster Wheeler is responsible for environmental management. AmecFoster Wheeler’s operations are required to submit environmental key performance indicatorinformation as part of the Amec Foster Wheeler Group’s environmental monitoring and assuranceprogramme. These indicators are monitored on a monthly and quarterly basis and includeenvironmental incident tracking, regulatory action, legal compliance, spill volumes, carbon emissionsand energy consumption.

In 2016, Amec Foster Wheeler had 81 reported environmental incidents, none of which wereconsidered significant, only one rated as moderate with potential for localised environmental impactand the rest being minor pollution incidents.

10. MATERIAL PROPERTIES

The Amec Foster Wheeler Group leases properties in the majority of the countries in which itoperates. These leases are for varying periods and are on differing terms. The Amec Foster WheelerGroup has a network of over 350 offices worldwide, which range from regional hubs to smaller officeswith more local focus.

(5) The average number of employees as stated above excludes non-employed workers.

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PART IXFINANCIAL INFORMATION IN RELATION TO JWG AND THE WOOD GROUP

PART ASelected historical financial information relating to the Wood Group

1. SELECTED HISTORICAL FINANCIAL INFORMATION

The selected financial information for the Wood Group set out below has, except as otherwise stated,been extracted without material adjustment from the historical financial information incorporated byreference as set out in Part B of this Part IX below. Investors should read the whole of this Prospectusbefore making an investment decision and should not rely solely on the summarised information in thisPart IX.

1.1 Consolidated income statement

The table below sets out certain consolidated income statement information of the Wood Group for thethree years ended 31 December 2016, 31 December 2015 and 31 December 2014, prepared inaccordance with IFRS as issued by the IASB and as adopted by the EU.

CONSOLIDATED INCOME STATEMENT


(US$ million)Revenue from continuing operations . . . . . . . . . . . . . . . . . . 4,120.6 5,000.6 6,574.1Profit before income tax from continuing operations . . . . . . . 66.0 138.6 475.1Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31.6) (62.0) (112.9)Profit for the year from continuing operations . . . . . . . . . . . 34.4 76.6 362.2Profit for the year from discontinued operations, net of tax . . — 13.5 (25.9)Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.4 90.1 336.3

1.2 Condensed consolidated balance sheet

The table below sets out certain consolidated balance sheet information of the Wood Group for thethree years ended 31 December 2016, 31 December 2015 and 31 December 2014 prepared inaccordance with IFRS as issued by the IASB and as adopted by the EU.


Year ended 31 December2016 2015* 2014*

(US$ million)Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,450.0 2,656.8 2,739.6Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,579.5 2,057.1 2,198.1Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,029.5 4,713.9 4,937.7Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,070.7 1,496.3 1,644.7Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750.6 796.6 733.7Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,821.3 2,292.9 2,378.4Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,208.2 2,421.0 2,559.3

Total equity attributable to equity holders of the parent . . . . . . . . 2,195.2 2,398.3 2,546.2Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.0 22.7 13.1Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,208.2 2,421.0 2,559.3

* Following the issue of a decision in 2016 by the IFRS Interpretations Committee regarding offsetting and cashpooling arrangements, the Wood Group has restated its comparative figures for cash and cash equivalents and shortterm borrowings at 31 December 2014 and 31 December 2015. The restatement increases both current assets andcurrent liabilities by US$550.8m and US$646.8m in 2014 and 2015 respectively.

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1.3 Condensed consolidated statement of cash flows

The table below sets out certain consolidated cash flow information of the Wood Group for the threeyears ended 31 December 2016, 31 December 2015 and 31 December 2014, prepared in accordancewith IFRS as issued by the IASB and as adopted by the EU.

CONDENSED CONSOLIDATED CASH FLOW STATEMENT


(US$ million)Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . 189.5 466.3 460.0Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . (72.2) (295.7) (386.5)Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . (380.2) (38.7) (67.1)Cash and cash equivalents at the beginning of year . . . . . . . . . . . 851.3 733.9 736.5Cash and cash equivalents at the end of year . . . . . . . . . . . . . . . 579.5 851.3 733.9

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PART BHistorical financial information relating to the Wood Group

The audited consolidated financial statements of JWG included in:

(A) the JWG 2014 Annual Report and Accounts;

(B) the JWG 2015 Annual Report and Accounts; and

(C) the JWG 2016 Annual Report and Accounts,

together with the audit opinions thereon and notes thereto, are incorporated by reference into thisProspectus as set out in paragraph 19 of Part XVI (Additional information) and available for inspectionas set out in paragraph 18 of Part XVI (Additional information).

Each of these consolidated financial statements was prepared in accordance with IFRS as issued bythe IASB and as adopted by the EU. Each of the consolidated financial statements was audited byPwC and the audit report for each such financial year was unqualified. PwC is a firm of charteredaccountants registered with the Institute of Chartered Accounts in England and Wales.

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PART CCapitalisation and indebtedness

The tables below set out the Wood Group’s capitalisation as at 31 March 2017 and 31 December2016, its indebtedness as at 31 March 2017 and its net financial indebtedness as at 31 March 2017.The Wood Group’s statement of indebtedness and statement of net financial indebtedness have beenprepared under IFRS using policies which are consistent with those used in preparing the WoodGroup’s audited financial information for the year ended 31 December 2016.

1. INDEBTEDNESS

The table below sets out the Wood Group’s indebtedness as at 31 March 2017.

Unaudited

As at31 March2017US$m

Total current debtGuaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377.6Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Unguaranteed / unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Total current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377.6Total non-current debtGuaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 588.8Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Unguaranteed / unsecured —Total non-current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 588.8Total indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 966.4

2. CAPITALISATION

The table below sets out the Wood Group’s capitalisation as at 31 March 2017 and 31 December2016.

As at31 March2017

As at31 December

2016unauditedUS $m US $m

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.0 23.9Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95.2 73.3Total Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119.2 97.2

Shareholders’ equity does not include profit and loss reserve.

Since 31 December 2016 other reserves have increased due to foreign exchange movements to$95.2m.

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3. NET FINANCIAL INDEBTEDNESS

The table below sets out the Wood Group’s net financial indebtedness as at 31 March 2017.

Unaudited

As at31 March2017US$m

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 486.3Cash Equivalents(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.5Trading Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512.8Current bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377.6Current portion of non current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Other current financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Current Financial Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377.6

Net current financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (135.2)Non-current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213.8US PP debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375.0Other non current loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Non current financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 588.8Net financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.6

(1) Cash equivalents is made up of restricted cash of US$26.5m (2015: US$26.5m) and is cash that is subject to anattachment order. The Wood Group cannot access this cash until it receives a release letter from the Court.

(2) The Wood Group has US$375.0m of unsecured senior loan notes issued in the US private placement market. Thenotes have seven, 10 and 12 year maturities and interest is payable at an average fixed rate of 3.74 per cent. Thenon-current bank loans and senior loan notes are all US$ denominated.

As at 31 March 2017 the Wood Group had no indirect or contingent indebtedness.

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PART XOPERATING AND FINANCIAL REVIEW OF THE WOOD GROUP

The operating and financial review of the Wood Group should be read in conjunction with Part II (Riskfactors) and the Wood Group’s audited historical consolidated financial information for the yearsended 31 December 2016, 2015 and 2014 and the notes related thereto. This historical consolidatedfinancial information is incorporated into this Prospectus by reference as explained in Part B of Part IX(Financial information in relation to JWG and the Wood Group) and paragraph 19 of Part XVI(Additional information) and is available for inspection in accordance with paragraph 18 of Part XVI(Additional information).

1. OVERVIEW OF THE WOOD GROUP

John Wood Group Plc (“JWG”) is a global provider of technical services predominantly to the oil andgas sector, headquartered in Aberdeen, Scotland. JWG designs, modifies, constructs and operatesindustrial facilities mainly in the oil and gas sector. The Wood Group, which operates in over 40countries and has approximately 29,000 employees globally, provides services across the entire assetlife cycle and enhances these with a wide range of specialist technical solutions. JWG employs anasset light, delivery focused business model and is differentiated by its range of services, track recordof delivery and its people, culture and values.

JWG organises its business into three segments: Asset Life Cycle Solutions Eastern Region andAsset Life Cycle Solutions Western Region (“ALCS”) and Specialist Technical Solutions (“STS”).

JWG has a large number of wholly owned subsidiaries as well as investments in a number of jointventures.

2. PRINCIPAL FACTORS AFFECTING RESULTS OF OPERATIONS OF THE WOOD GROUP

The following have had and are likely to continue to have a material impact on JWG’s results:

Oil and gas prices and impact on customer behaviour

Low commodity prices endured during 2015 and 2016. This has had a direct impact on customerspending on exploration and production resulting in reduced activity across the services sector andaccordingly a reduction in JWG’s revenues.

Lower commodity prices have also resulted in customers seeking to reduce supply chain costs whichhas impacted margins on renewed contracts and is likely to impact near term results.

Focus on utilisation, efficiency and cost reductions

In response to low commodity prices and in order to position the Wood Group for a lower-for-longerenvironment, JWG has carefully managed utilisation in response to customer demand and hasstructurally reduced its overhead costs base. In the two years ended 31 December 2016, the WoodGroup reduced overhead costs by a total of US$244m. These reductions are expected to besustainable into 2017, and considered to be largely sustainable thereafter.

Exceptional costs

In 2014 JWG finalised a settlement agreement in respect of a contract taken over by the Venezuelannational oil company, PDVSA, in 2009. A gain of US$58.4m was recorded as an exceptional item inthe year. Also in 2014 JWG entered into a joint venture with Siemens to create EthosEnergy andexceptional items included US$23m of transactional costs related to the creation of the EthosEnergyjoint venture.

JWG carried out an impairment review of its investment in the EthosEnergy joint venture in 2015. Animpairment charge of US$137.2m was booked as an exceptional cost together with an impairment ofUS$9.3m in receivable balances due to JWG by EthosEnergy and a charge of US$12.6m recorded byEthosEnergy relating to operations which it intended to divest or close during 2016. In 2016, a furtherimpairment charge of US$56.7m was recorded and JWG further impaired its receivables by US$2.4min relation to a balance due by EthosEnergy and a provision of US$29.9m was recorded byEthosEnergy relating to redundancy costs and the closure of certain operations.

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In 2015 and 2016, JWG took action to reduce its cost base, including the reorganisation of itsbusiness units to improve operational efficiency, de-layering and back office rationalisation. In addition,a review of the Wood Group’s property portfolio was carried out to identify onerous property leases incertain locations. As a result, exceptional costs of US$24.1m relating to redundancy costs andUS$12.5m of onerous least costs were recognised in 2015. A further US$27.5m of redundancy costsand US$38.4m of onerous lease provisions were recorded as exceptional costs in 2016.

Acquisitions and disposals

Results of operations in 2014 benefitted from the US shale activities of Elkhorn which was acquired inDecember 2013 and provided growth in the year following acquisition. Pyeroy, now Wood GroupIndustrial Services, a UK provider of industrial services, was also acquired in 2013. In 2014, JWGinvested US$217.3m in respect of various acquisitions, most notably in Agility Projects AS in Norway(for consideration of US$164m) and Swaggart, in the US (for initial consideration of US$36.3m). JWGalso entered into a joint venture with Siemens, called EthosEnergy.

Total cash expenditure on new acquisitions in 2015 was US$234m. This included the acquisitions ofAutomated Technology Group (ATG) and Beta Machinery Analysis. In addition, in December 2015,JWG acquired Infinity for consideration of US$155m, creating a brownfield service offering to the USpetrochemical market, and Kelchner, enhancing JWG’s US onshore footprint by adding exposure tothe Marcellus gas basin as well as to the midstream and industrial markets.

Opportunities for M&A were fewer than anticipated in 2016 (with only the relatively small acquisitionsof Ingenious Inc. and SVT Engineering Consultants being completed) as JWG remained disciplinedwith regard to potential acquisition targets, continuing to focus on opportunities that may betterconsolidate the Wood Group’s offering or accelerate delivery against strategic objectives, includingbroadening end market exposure.

Financing

In 2014, JWG issued US$375m of unsecured notes in the US private placement market, which furtherdiversified the Wood Group’s funding and extended its maturity profile. Following the issue of thesenotes, most of the Wood Group’s floating rate debt was repaid, increasing the proportion of the WoodGroup’s bank borrowings at fixed rates after taking account of interest rate swaps, and reducingexposure to fluctuations in interest rates.

In early 2015, JWG extended its US$950m bilateral borrowing facilities to 2020 and achieved amaterial improvement in pricing. During 2016, the Wood Group extended these bank facilities for afurther year to February 2021.

Taxation

JWG operates in over 40 countries and as such, tax is calculated at the rates prevailing in therespective jurisdictions of operations. JWG calculates the expected tax rate for each year based on aweighted average taking into account the Wood Group’s profits in each of the relevant jurisdictions.JWG then performs a reconciliation from profits at this expected rate to the actual tax chargecalculated in accordance with the tax legislation practices in each country.

The tax charge in 2014 and 2015 was lower than the expected rate due to tax credits recognised inrespect of changes to share based charges, research and development allowances and changes inunrecognised tax attributes. In 2016, the Wood Group recognised credits in respect of share basedcharges and research and development allowances. However these were offset by the impact of taxlosses which were not recognised and this resulted in the overall tax charge being higher than theexpected rate.

The Wood Group’s effective tax rate is likely to reflect a degree of volatility in the near term, principallydue to potential changes in the US tax regime. A significant proportion of the Wood Group’s income isearned in the US, but the Wood Group also has material deferred tax assets in the US that wouldneed to be revalued should there be a change in the US tax rate. The impact of any change in USrate is therefore difficult to predict at this stage.

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3. RECENT DEVELOPMENTS

JWG recently secured or commenced activity on the following contracts since the last balance sheetdate (31 December 2016):

• 10 January 2017 – five year framework agreement secured with Saudi Aramco for the continuingprovision of engineering and project management services in Saudi Arabia;

• 31 January 2017 – five year contract secured with Hess Exploration & Production Malaysia BVfor operations and maintenance services to its fixed and floating offshore facilities in Malaysia;

• 13 February 2017 – awarded a global agreement with BP for conceptual engineering services,pre-front end engineering design (pre-FEED) and FEED engineering services;

• 2 March 2017 – commenced detailed engineering work on Noble Energy’s Leviathan platform inthe Eastern Mediterranean Sea;

• 14 March 2017 – awarded two separate contracts by Samsung Heavy Industries to provideengineering services to BP’s Mad Dog 2 project;

• 27 March 2017 – contract with Premier Oil for topside operations and maintenance in the NorthSea renewed and extended;

• 10 April 2017 – new contact secured with Premier Oil to deliver front end engineering design tothe Tolmount offshore field in the UK;

• 10 May 2017 – awarded a framework agreement to provide study engineering for NCOC’soffshore and onshore asset portfolio in Kazakhstan;

• 16 May 2017 – awarded a contract to support Shell in the decommissioning of their Brent Bravoplatform in the North Sea; and

• 17 May 2017 – signed a 10 year master services agreement with Chevron and awardedcontracts to provide topsides conceptual and pre-front and engineering design for two ofChevron's semisubmersible platforms on the Tigris and Anchor developments in the Gulf ofMexico under this agreement.

4. BASIS OF PREPARATION OF THE FINANCIAL INFORMATION AND EXPLANATION OFLINE ITEMS

The principal accounting policies and other principles applied in the preparation of the financialinformation are set out in the pages of the financial statements incorporated by reference inparagraph 19 of Part XVI (Additional information). JWG’s financial statements for the year ended31 December 2016, 31 December 2015 and 31 December 2014. The financial information has beenprepared in accordance with IFRS and IFRIC interpretations adopted by the European Union and withthose parts of the CA 2006 applicable to companies reporting under IFRS. The financial information isalso in compliance with IFRS as issued by the IASB.

Explanation of line items in the trading performance summary for JWG

(A) Total revenue

Total revenue is revenue from operations including the contribution from joint ventures on aproportionally consolidated basis.

(B) Total EBITA

Total EBITA represents operating profit before the deduction of amortisation and exceptionalitems, including the contribution from joint ventures on a proportionally consolidated basis.Operating profit is revenue after the deduction of cost of sales and administrative expenses.

(C) EBITA margin

EBITA margin is the total EBITA divided by total revenue. This demonstrates the Wood Group’sability to convert revenue into profit.

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(D) Amortisation

Amortisation consists of charges relating to intangible assets arising from acquisitions ofbusinesses and in respect of software and development costs. Software and developmentamortisation largely relates to engineering software and ERP system development. Theamortisation charges include amounts recognised by joint ventures.

(E) Net finance expense

Net finance expense is finance costs net of finance income. Finance costs are interest on bankdebt, arrangement fees, non-utilisation charges and interest on US private placement debt.Finance income is interest received or receivable on short term deposits. Net finance expenseincludes net finance charges of joint ventures.

(F) Taxation before exceptional items

Taxation represents the corporation tax charge or credit for the period, excluding tax onexceptional items. It includes the corporation tax charge or credit of joint ventures on aproportionally consolidated basis.

(G) Exceptional items

Exceptional items are those significant items which are separately disclosed by virtue of theirsize or incidence to enable a full understanding of JWG’s financial performance. These aredisclosed net of tax. Material transactions which may give rise to exceptional items include gainsand losses on divestment of businesses, write downs or impairments of assets includinggoodwill, restructuring costs or provisions, litigation settlements, provisions for onerous contractsand acquisition and divestment costs.

5. RESULTS OF OPERATIONS

5.1 Set out below is a review of the Wood Group’s results for the financial years ended 2016,2015 and 2014.

Trading performance 2016 2015 2014US$m US$m US$m

Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,934 5,852 7,616Total EBITA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363 470 550EBITA margin per cent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4% 8.0% 7.2%Amortisation – software and system development . . . . . . . . . . . . . . . . . (54) (55) (40)Amortisation – intangible assets from acquisitions . . . . . . . . . . . . . . . . . (50) (54) (61)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259 361 448Net finance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26) (23) (24)Profit before tax and exceptional items . . . . . . . . . . . . . . . . . . . . . . 233 338 424Taxation before exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59) (89) (115)Profit before exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 249 309Exceptional items, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (140) (159) 27Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 90 336

5.2 Results of operations for the year ended 31 December 2016 against the year ended31 December 2015

Revenue reduced from US$5,852m in 2015 to US$4,934m in 2016, largely reflecting reduced activityin oil and gas markets and pricing pressure. This was also reflected in the reduction in EBITA fromUS$470m in 2015 to US$363m in 2016.

EBITA margin reduced from 8.0 per cent. in 2015 to 7.4 per cent. in 2016. EBITA margin wasimpacted by lower volumes and pricing pressure in oil and gas activities. However, the impact wasoffset by the careful management of utilisation, a reduction in overhead costs of US$96m and gainsrelated to commercial close out on contracts of US$29m.

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Exceptional costs net of tax reduced in 2016 to US$140m compared to US$159m in 2015.Exceptional costs in 2016 and 2015 included impairment charges and restructuring costs in respect ofJWG’s investment in its joint venture, EthosEnergy (2016: US$89m, 2015: US$159m) andrestructuring costs as a result of reorganisation, restructuring, de-layering and back officerationalisation (2016: US$66m, 2015: US$37m). In 2015, exceptional income was recorded inrespect of the release of onerous contract provisions (US$14m) and a gain on divestment of the WellSupport division (US$11m). The tax credit on exceptional items was US$15m in 2016 and US$12m in2015.

JWG also assesses its financial performance against certain other measures. These are set out belowtogether with a description of performance for the year ended 31 December 2016 against the yearended 31 December 2015.

(A) Adjusted diluted earnings per JWG Share (AEPS)

Adjusted diluted EPS represents earnings before exceptional items and amortisation, net of tax,divided by the weighted average number of shares during the year.

AEPS reduced by 23.7 per cent. in 2016, from 84.0 cents in 2015 to 64.1 cents in 2016. Thiswas due to reduced earnings as a result of the factors described above.

(B) Dividend per JWG Share

Dividend per JWG Share is the amount of AEPS distributed to shareholders. The dividend perJWG Share increased by 10 per cent., from 30.3 cents in 2015 to 33.3 cents in 2016 in line withthe Wood Group’s previously stated intention for 2016 of double digit growth.

(C) Net debt to EBITDA ratio

The net debt to EBITDA ratio measures the Wood Group’s ability to service its debt. JWG’spreferred range for this ratio is 0.5 to 1.5 times. EBITDA is defined as earnings before interest,tax, depreciation and amortisation.

The net debt to EBITDA ratio increased in 2016 to 0.8 times, from 0.5 times in 2015. This wasprincipally due to a reduction in cash generated from operations as a results of reduced activitieslevels combined with a working capital outflow which was contributed to by an increase in thetime customers took to pay in 2016.

(D) Return on capital employed (ROCE)

ROCE is calculated as EBITA divided by average capital employed and measures JWG’s abilityto generate profits relative to the capital required to support its business.

ROCE reduced from 16.3 per cent. in 2015 to 13.0 per cent. in 2016 reflecting the lower EBITAfor 2016.

(E) Cash conversion

The cash conversion ratio is calculated as post working capital cash flow divided by EBITDA.

Cash conversion reduced to 68 per cent. in 2016 from 119 per cent. in 2015 due to the increasein working capital outflow, referred to in (C) above, combined with the impact of a net release ofprovisions on contract close-outs.

5.3 Results of operations for the year ended 31 December 2015 against the year ended31 December 2014

Revenue reduced from US$7,616m in 2014 to US$5,852m in 2015, reflecting the reduction in oilprices during the year of around 30 per cent. and fall in global exploration and production expenditureby approximately 20 per cent. EBITA was also impacted by these factors reducing from US$549m in2014 to US$470m in 2015.

The impact of these factors on EBITA margin was offset by the careful management of utilisation,overhead cost savings of US$148m and successful completion of lump sum projects in downstream

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and industrial markets. As a result EBITA margin increased from 7.2 per cent. in 2014 to 8.0 per cent.in 2015.

Exceptional items increased in 2015 to US$159m (expense) from US$27m (income) in 2014 due tothe recognition of an impairment in JWG’s investment in its joint venture, EthosEnergy and costsincurred on restructuring and integration in 2015. The exceptional income in 2014 related to proceedsreceived from a settlement agreement in respect of a contract taken over by the Venezuelan nationaloil company, PDVSA, in 2009, offset by the costs of setting up the EthosEnergy joint venture.

Performance against the further metrics described in paragraph 5.2 of this Part X above for the yearended 31 December 2015 against the year ended 31 December 2014 was as follows.

(A) Adjusted diluted Earnings per JWG Share (AEPS)

AEPS reduced by 16 per cent. in 2015, from 99.6 cents in 2014 to 84.0 cents in 2015. This wasdue to reduced earnings as a result of the reduction in oil prices and fall in global exploration andproduction expenditure in the year.

(B) Dividend per JWG Share

JWG’s stated intention for 2015 was double digit growth in the dividend per ordinary share. Thiswas delivered with an increase of 10 per cent., from 27.5 cents in 2014 to 30.3 cents in 2015.

(C) Net debt to EBITDA ratio

The net debt to EBITDA ratio remained static from 2014 to 2015 at 0.5 times. Cash generatedfrom operations reduced from the prior year due to the reduction in activity. However, this wasoffset by the working capital inflow (2014:outflow) as a result of reduced activity and also receiptof the final settlement on a large contract.

(D) Return on capital employed (ROCE)

ROCE is calculated as EBITA divided by average capital employed and measures JWG’s abilityto generate profits relative to the capital required to support its business.

ROCE reduced from 17.7 per cent. in 2014 to 16.3 per cent. in 2015 reflecting the lower EBITAfor 2015.

(E) Cash conversion

Cash conversion increased to 119 per cent. in 2015 from 98 per cent. in 2014 reflecting thelower EBITDA for the year and working capital inflow.

6. SEGMENTAL ANALYSIS

A summary of the Wood Group’s results by segment is set out below. In 2016, JWG reorganised andrepositioned the business across ALCS Western Region, ALCS Eastern Region and SpecialistTechnical Solutions. The rationale for the reorganisation was to move from an organisation defined bybrand to one defined by service provision with the intention of enabling efficiency gains, as a simplerbusiness with less internal complexity and increasing JWG’s effectiveness by enabling easiercustomer engagement.

The operating results for 2016 are split over reporting segments reflecting the reorganised business.In 2014 and 2015, the operating results were reported under the previous reporting segments, JWGEngineering, Production Services and Turbine Activities.

6.1 Segmental analysis 2014

Trading performance EngineeringProductionServices

TurbineActivities

Centralcosts Total

Total Revenue (US$m) . . . . . . . . . . . . . . . . 2,130 4,636 850 7,616Total EBITA (US$m) . . . . . . . . . . . . . . . . . . 232 342 33 (57) 550EBITA margin . . . . . . . . . . . . . . . . . . . . . . 10.9% 7.4% 3.9% 7.2%

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Engineering

In Wood Group Engineering (“Engineering”) revenue increased by 7.3 per cent. in 2014. However,EBITA decreased by 5.7 per cent. and EBITA margin fell by 1.5pts to 10.9 per cent., reflecting lowermargins in the upstream business which impacted on overall margin performance.

The upstream business accounted for around 40 per cent. of Engineering revenue. Following thesubstantial completion of the scope of certain projects in 2013 and the deferral of a number of projectsas clients reassessed larger developments, Engineering experienced slower pace in the award ofsignificant replacement detailed offshore engineering contracts in 2014. Notwithstanding this, thedivision benefitted from onshore work in the US and saw a greater volume of early stage project workthan in previous years.

Subsea and pipelines represented around 40 per cent. of Engineering revenue. Performance in thesubsea business was led by good activity from the UK business, supporting projects in Africa, theMiddle East and the Caspian. This included activity with BP on Shah Deniz and Tullow on the TENproject in Ghana where services included engineering and project management support. In Australia,there was a move to a higher proportion of brownfield activity as current greenfield projects, such asGorgon, completed. The onshore pipelines business benefitted from US shale related pipeline work.

Downstream, process and industrial activities accounted for around 20 per cent. of revenue. In 2014this business saw some benefit of brownfield and greenfield work in refining and chemicals markets, inpart due to the continued benefit of lower gas prices in the US.

Production Services

Production Services delivered strong growth in 2014, with revenue up 16.0 per cent. and EBITA up30.4 per cent. This increase was primarily attributable to performance in the Americas, led by highermargin US shale related activity, including the benefit of Elkhorn acquired in December 2013, andgrowth in the North Sea business.

In 2014, the Americas accounted for around 40 per cent. of Production Services revenue. US onshoreactivities, which were predominantly shale related, grew significantly, contributing over US$1bn inrevenue and were the largest contributor to Production Services EBITA. Shale activities included wellsite preparation, infrastructure development and production related operations and maintenance andaround 55-60 per cent. were operating expenditure (opex) related. The division’s service offering wasstrengthened in 2014 with the acquisition in December of Swaggart, a civil construction and fabricationservices business.

The opex focused North Sea business accounted for 40 per cent. of revenue and remained robust in2014, benefitting from growth in Pyeroy (now Wood Group Industrial Services), acquired in 2013.Contract renewals were secured worth in excess of US$1.5bn which helped maintain ProductionServices’ leading position, including multi-year contracts with Talisman-Sinopec, BP and EnQuest forthe provision of engineering, procurement, construction and maintenance services. There was acontinued focus by customers on their costs in the North Sea and JWG responded by delivering anumber of solutions including implementing two cuts to contractor rates, which together reduced thesecosts to customers by around 20 per cent.

Internationally, Production Services secured and commenced work on a number of importantcontracts. These included EPCM services for Woodside in Australia and ExxonMobil in Malaysia, andbrownfield engineering and procurement support work for ExxonMobil in Papua New Guinea.Production Services in the Middle East expanded in Iraq with BP and TAQA.

Turbine Activities

Turbine Activities comprised the two joint ventures with Siemens, EthosEnergy (Ethos) and RWG, andJWG’s joint venture with TransCanada, Transcanada Turbines Ltd (TCT) (together “Turbine JVs”). In2014, revenue fell 8.7 per cent. and EBITA fell 38.0 per cent., largely due to performance in Ethos,which was adversely impacted by lower EPC project work, and in the other Turbine JVs overall whichwere impacted by lower volumes in certain engine types.

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Trading performance EngineeringWood Group

PSNTurbineActivities

Centralcosts Total

Total Revenue (US$m) . . . . . . . . . . . . . . . 1,728 3,448 676 5,852Total EBITA (US$m) . . . . . . . . . . . . . . . . . 215 258 44 (47) 470EBITA margin . . . . . . . . . . . . . . . . . . . . . 12.4% 7.5% 6.5% 8.0%

Engineering

In Engineering, revenue decreased by 19 per cent. in 2015, with significant falls in activity in theupstream and subsea businesses due project deferrals and cancellations. This was partly offset bygrowth in the downstream, process and industrial businesses and robust performance in onshorepipelines. EBITA decreased by 7.5 per cent., however EBITA margin increased by 1.5 per cent. to12.4 per cent. This reflected JWG’s focus on utilisation, overhead cost reduction initiatives, marginimprovement in the onshore pipelines and downstream businesses and the successful completion oflump sum projects in the downstream, process and industrial businesses.

The upstream business accounted for around 35 per cent. of Engineering revenue. Throughout theyear, activities continued on the Det Norske Ivar Aasen and Hess Stampede projects. A number oflonger-term contracts were secured in the year including a six year Offshore Maintain PotentialProgramme contract with Saudi Aramco and a six year c. US$400m maintenance and modificationscontract with Statoil in Norway. The market for new awards, particularly detailed design scopes, wassubdued in 2015 as customers limited their capital expenditure.

The subsea and pipelines business represented around 40 per cent. of Engineering revenue. Activitycontinued in the year on larger projects such as BP Shah Deniz and Quad 204, Tullow TEN andChevron Gorgon, and FEED work was won with Woodside and Shell on Browse, and Talisman inVietnam. JWG continued to benefit from long-term customer relationships, securing a five yearcontract with BP in October 2015 covering Norway, Gulf of Mexico and Azerbaijan and progressing todetailed design on the Greater Western Flank II for Woodside in Australia after the successfulcompletion of the FEED work. The US onshore pipelines business performed robustly as customerslooked to improve transportation to downstream facilities. The acquisition of Beta Machinery in June2015 further strengthened the breadth services in Engineering, specifically integrity managementcapabilities which were reinforced by the expansion of Beta into the UK.

Downstream, process and industrial activities accounted for around 25 per cent. of revenue in 2015.Following the successful completion of the front-end design of the Flint Hills refinery modification,JWG progressed with the detailed engineering work. In September 2015, JWG acquired UK-basedAutomated Technology Group, an independent provider of control and power solutions for industrialautomation. The acquisition of Automated Technology Group was complementary to JWG’s processautomation capabilities which were centred in the US, and expansion of these capabilities was startedwith the opening of an operation in Slovakia in December 2015.

Production Services

In Production Services, revenue decreased by 26 per cent. and EBITA decreased by 25 per cent. in2015. This decrease in turnover predominantly reflected lower activity in the North Sea and theAmericas. Activity in other international markets remained relatively robust. EBITA margin was steadyyear-on-year, as utilisation management, significant overhead cost savings and the release of deferredconsideration provisions helped to offset pricing pressure from customers and foreign exchangeheadwinds.

The Americas accounted for around 40 per cent. of Production Services’ 2015 revenue. Following astrong performance in 2014, the US onshore business was impacted by significant pressure onvolumes and pricing in 2015. The pressure was most pronounced in well site activities which werehighly correlated to the decline in the rig count, the infrastructure development and production relatedoperations and maintenance activities were less affected. The acquisition of Kelchner, a provider ofmidstream and upstream construction and energy field services, in December 2015, provided theWood Group with greater access to the Marcellus and Utica basins. This broadened the WoodGroup’s exposure for the longer-term opportunity in US shale. The acquisition of Infinity Group for aninitial consideration of US$155m was completed in December 2015, further broadening the US serviceoffering. Infinity Group is an industrial construction and maintenance provider to the petrochemical,

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refining and gas processing sectors based in the US Gulf Coast. This acquisition established a strongbrownfield service offering in the petrochemical market which management considered would offerattractive growth opportunities. The North Sea business represented just below 40 per cent. of 2015revenue, with volumes under longer-term contracts impacted by the reduction in project and non-essential maintenance work and efficiency initiatives, including updates to processes and changes inoffshore rotation patterns. JWG continued to secure contracts with its long standing customer baseincluding Total, EnQuest and Chevron. The industrial services business, established with theacquisition of Pyeroy (now Wood Group Industrial Services) in 2013, performed well and benefittedfrom several new contracts with existing and new customers in 2015. In December 2015, workcommenced on a new duty holder contract with Antin Infrastructure Partners operating the CATSpipeline and terminal. JWG remained fully aligned with customers as they looked to improve efficiency.

Performance in the international business was robust, with increased activity in the Middle Eastoffsetting lower performance in Africa. JWG secured and commenced work on a number of importantcontracts over a wide geographical spread and continued to increase its presence in the Middle Eastwith the award of a three year contract in Iraq and moved further into the Caspian region with a 3 yearcontract for North Caspian Operating Company (“NCOC”) in Kazakhstan. Contracts in Australia andPapua New Guinea progressed well during the year and, in December 2015, JWG was awarded abrownfield engineering contract with ConocoPhillips in Australia, including work on the Darwin LNGplant. Developing relationships built in the US and North Sea, work progressed for Shell on the fiveyear Gabon contract which was awarded in August and, in Brazil, work commenced with Statoil in thePeregrino field.

Turbine Activities

In Turbine JVs, revenue fell 17 per cent. and EBITA fell 1.3 per cent. in 2015. Poor performance inEthosEnergy, which saw a reduction in major maintenance and low equipment sales, was offset byimproved performance in RWG and TCT.


Trading performance

ALCSWesternRegion

ALCSEasternRegion

SpecialistTechnicalSolutions

Centralcosts Total

Total Revenue (US$m) . . . . . . . . . . . . . . . . . . . . 2,115 2,331 488 4,934Total EBITA (US$m) . . . . . . . . . . . . . . . . . . . . . . 176 143 79 (35) 363EBITA margin . . . . . . . . . . . . . . . . . . . . . . . . . . 8.3% 6.1% 16.2% 7.4%

ALCS Western Region

Revenue in 2016 was broadly flat with 2015 due to the contribution from businesses acquired in late2015 offsetting underlying revenues that fell by over 15 per cent. Despite significant pricing pressure,EBITA margin fell by only 1.6 per cent., due to robust and decisive management of utilisation andcost.

Operations and maintenance work accounted for around 70 per cent. of revenue and was up on 2015due to the contribution of Infinity Group and Kelchner acquired in 2015. The US onshore business wassignificantly impacted by the tough market but remained the largest contributor to this service line inthe West. There was a good contribution from work in the Gulf coast petrochemical market followingthe acquisition of Infinity Group. Performance in East Canada improved significantly. Work continuedon the hook up and commissioning scope on the Hebron topsides and JWG secured a five yearcontract on the Hibernia platform.

Projects and modifications accounted for around 30 per cent. of revenue and was down on 2015. USonshore work was the largest contributor to revenue and included the ETC Dakota access pipeline,the Flint Hills refinery project and activity on process plants and transmission pipelines more generally.Activity in greenfield offshore remained in line with 2015 and included the detailed design onStampede for Hess and Peregrino 2 for Statoil, completion of the FEED and commencement of thedetailed engineering for Noble Energy’s Leviathan and ongoing FEED activity for Anadarko’sShenandoah. Detailed engineering also commenced for Kiewit on the BP South Pass Platformexpansion project in the Gulf of Mexico.

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ALCS Eastern Region

Revenue in 2016 fell 26 per cent., principally due to a significant reduction in brownfield modificationswork in a very subdued North Sea market. EBITA fell 34 per cent. reflecting lower activity, the tougherpricing environment and foreign exchange headwinds, despite the offsetting impact of commercialcontract close out on significant and legacy projects of around US$15m and further reductions inoverhead costs.

Operations and maintenance accounted for around 60 per cent. of Eastern Region revenues. JWGfaced a tough market in the North Sea, which was down on 2015. The Wood Group’s leading positionwas maintained, having renewed a majority of contracts over the last 18 months that secure access towork as activity levels recover in the longer term. JWG’s duty holder scopes operating both the CATSgas plant and pipeline for Antin Infrastructure and the SAGE gas plant and pipeline for AncalaMidstream demonstrated its strong capability to partner with new entrants to the basin. Elsewhere,activity levels increased on the Exxon contracts in Papua New Guinea, and in Australia the contractwith Melbourne Water was renewed. The Wood Group also secured a five year managed servicesscope from Hess Malaysia for their offshore facilities in the North Malay basin.

Turbine related operations and maintenance activity was down on 2015. There was weaker thanexpected performance in the EthosEnergy joint venture with reductions in major maintenance andequipment sales.

Projects and modifications accounted for around 40 per cent. of revenues. JWG completed the laterstage follow-on engineering and construction support scope on Det Norske’s Ivar Aasen project. In theUK North Sea, the Wood Group experienced a significant fall in brownfield modifications and upgradeactivity under existing contracts. Activity on the Saudi Aramco contracts grew and the GeneralEngineering Services Plus framework agreement was renewed in the second half of the year. Workwith Exxon in Iraq and BP in Azerbaijan continued, although the pace of activity was slower thananticipated. In Kazakhstan, there was strong activity on work with NCOC.

Specialist Technical Solutions

Financial performance in Specialist Technical Solutions in 2016 reflected a significant reduction insubsea activity, partially offset by robust activity in the automation business and the contribution ofAutomated Technology Group acquired in September 2015. Despite a tough pricing environment,commercial contract close out on significant and legacy projects of around US$14m, the release ofdeferred consideration provisions for acquisitions in the second half of the year and the impact of costreduction initiatives resulted in an increase in EBITA margins.

There was significantly reduced subsea services activity in 2016. During 2016, JWG was working on anumber of early stage, tie back and verification scopes, but there were minimal large projects comingto market. Relationships with JWG’s customers remained positive, evidenced by a number of masterservice agreements secured with Statoil, Apache, BP and Chevron, albeit at lower EBITA margins.Within the technology offering, there was growth in the smart asset integrity and clean energyservices.

Following JWG’s engagement on early stage engineering, it was formally awarded the US$700m mainautomation contractor scope for Chevron’s Tengiz expansion project in 2016, and this was followed upwith a US$40m award from ExxonMobil Chemical to provide main automation contractor services for aTexas polyethylene plant following completion of the FEED work.

7. CAPITAL RESOURCES AND LIQUIDITY

7.1 Cash flow

JWG’s primary sources of liquidity are cash flows from operations. As an asset light people business,cash flow is principally impacted by the timing of receipts from customers and these are monitored by

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the business according to days’ sales outstanding. The following is a summary of the cash flowposition for the years ended 31 December 2016, 31 December 2015 and 31 December 2014.

2016 2015 2014US$m US$m US$m

Opening net debt (excluding JVs) . . . . . . . . . . . . . . . . . . . . . . . . . . . (294) (327) (325)Cash generated from operations pre working capital (excluding JVs) . . . . . . 325 504 651Working capital movements (excluding JVs) . . . . . . . . . . . . . . . . . . . . . . (80) 59 (106)Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245 563 545Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36) (238) (263)Capex and intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (87) (83) (110)Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56) (97) (85)Interest, dividends and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (95) (113) (88)(Increase)/decrease in net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29) 33 (1)Closing net debt (excluding JVs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (322) (294) (327)JV net (debt)/cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9) 4 31Closing net debt (including JVs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (331) (290) (296)

Comparison of the year ended 31 December 2016 against the year ended 31 December 2015

Cash generated from operations pre-working capital decreased by US$179m to US$325m in 2016and post-working capital decreased by US$318m to US$245m in 2016. The reduction in cashgenerated from operations was due to the following factors:

• The total level of receivables reduced in the year in line with the reduction in activity, howeverthis was more than offset by a reduction in payables and the impact of the increase in DaysSales Outstanding (“DSO”), resulting in a net working capital outflow of US$80m; and

• DSO increased from 63 to 74 days due to administrative and billing issues with certain of JWG’slarger customers and a general increase in the time customers are taking to pay, however therewas no significant change to the level of bad debts experienced.

Expenditure on acquisitions was US$36m in 2016, compared to US$238m in 2015 due to the lack ofhigh quality opportunities for M&A activity.

Payments for capex and intangible assets of US$87m were broadly in line with such payments in2015 (US$83m) as investment in software development and ERP systems continued across the WoodGroup at the same level as in 2015.

Comparison of the year ended 31 December 2015 against the year ended 31 December 2014

Cash generated from operations pre-working capital decreased by US$147m to US$504m in 2015and post-working capital increased by US$18m to US$563m in 2015.

The working capital inflow of US$59m in 2015 was attributable to the reduction in activity in the yearand the final settlement of a significant fixed price contract.

Expenditure on acquisitions of US$238m in 2015 was at a similar level to 2014 and included theacquisitions of Beta, Automated Technology Group, Infinity Group and Kelchner.

Payments for capex and intangible assets were lower at US$83m (2014: US$110m) due in part to aplanned reduction in capital expenditure in response to a challenging market. Expenditure includedplant and infrastructure, design software and development expenditure on ERP systems across theWood Group.

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7.2 Balance Sheet2016 2015 2014US$m US$m US$m

AssetsNon-current assetsGoodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . 1,895 2,005 1,944Property plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171 204 195Investment in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206 300 460Long term receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 81 79Retirement benefit scheme surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . 0)0— 5 0)0—Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 62 62

2,450 2,657 2,740Current assetsInventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8 9Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 978 1,176 1,444Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 22 11Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 580 851 734

1,580 2,057 2,198LiabilitiesCurrent liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434 676 566Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 589 754 969Income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 66 110

1,071 1,496 1,645Net current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509 561 553Non-current liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495 495 495Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6 4Retirement benefit scheme deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 0)0— 27Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173 201 130Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 95 78

751 797 734Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,208 2,421 2,559Equity attributable to owners of the parentShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 24 24Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 64 56Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,098 2,162 2,143Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 148 323

2,195 2,398 2,546Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 23 13Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,208 2,421 2,559

Below is a summary of the movements in selected line items from the Wood Group’s balance sheetsas at 31 December 2016, 2015 and 2014.

Investments in joint ventures reduced from US$460m in 2014 to US$300m in 2015 primarily due to animpairment in JWG’s investment in the EthosEnergy joint venture due to lower than expected activitylevels in the joint venture. A further impairment of US$89m to the investment in EthosEnergy wasrecognised in 2016, contributing to the reduction in investments in joint ventures in 2016 to US$206m.

Trade and other receivables reduced from US$1,444m in 2014 to US$1,176m in 2015 and then toUS$978m in 2016. This is reflective of lower activity levels due to prevailing conditions in oil and gasmarkets.

Cash and cash equivalents reduced from US$851m in 2015 to US$580m in 2016 and this wasprincipally due to the factors set out in paragraph 7.1 of this Part X (Operating and financial review ofthe Wood Group).

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8. OFF-BALANCE SHEET ARRANGEMENTS

JWG does not have any off-balance sheet arrangements.

9. QUALIATIVE AND QUANTITATIVE DISCLOSURE OF MARKET RISK

9.1 Credit risk

JWG’s credit risk primarily relates to its trade receivables. Responsibility for managing credit risk lieswithin the businesses, with support being provided by the Wood Group and divisional managementwhere appropriate. A new Wood Group credit risk policy was introduced during 2016 in order toenhance and improve existing controls. There remains significant management focus on customersthat are classified as high risk. An assessment of credit risk is carried out for all material customers.Appropriate trade finance instruments such as letters of credit, bonds, guarantees and creditinsurance are used to manage credit risk where appropriate.

JWG’s major customers are typically large companies which have strong credit ratings assigned byinternational credit rating agencies. Where a customer does not have sufficiently strong credit ratings,alternative forms of security such as the trade finance instruments referred to above may be obtained.Management review trade receivables across the Wood Group based on receivable days calculationsto assess performance.

9.2 Interest rate risk

JWG finances its operations through a mixture of retained profits and debt. JWG borrows in thedesired currencies at a mixture of fixed and floating rates of interest and then uses interest rate swapsto generate the desired interest profile and to manage the Wood Group’s exposure to interest ratefluctuations. JWG is also exposed to interest rate risk on cash held on deposit. JWG’s policy is tomaximise the return on cash deposits and where possible, deposit cash with a financial institution witha credit rating of ‘A’ or better. If average interest rates had been 1 per cent. higher or lower during2016 (2015: 1 per cent.), post-tax profit for the year would have been US$0.7m lower or higherrespectively (2015: US$0.2m). 1 per cent. has been used in this calculation as it represents areasonable possible change in interest rates.

9.3 Foreign currency risk

JWG is exposed to foreign exchange risk arising from various currencies. JWG has subsidiarycompanies whose revenue and expenses are denominated in currencies other than the US dollar.Where possible, JWG’s policy is to eliminate all significant currency exposures by using financialinstruments such as forward currency contracts. Changes in the forward contract fair values arebooked through the income statement, except where hedge accounting is used in which case thechange in fair value is recorded in equity. The Wood Group does not have any financial instruments inplace to hedge foreign currency movements in its balance sheet. However, strategies such aspayment of intercompany dividends are used to minimise the amount of net assets exposed to foreigncurrency revaluation. JWG carefully monitors the economic and political situation in the countries inwhich it operates to ensure appropriate action is taken to minimise any foreign currency exposure.

JWG’s largest foreign exchange risk relates to movements in the Pound Sterling/US dollar exchangerate. Movements in the Pound Sterling/US dollar rate impact the translation of Pound Sterling profitearned in the UK and the translation of Pound Sterling denominated net assets. As the Wood Groupreports in US dollars, a weakening of Pound Sterling has a negative impact on translation of theprofits and net assets of the companies within the Wood Group whose revenue, expenses and netassets are denominated in Pound Sterling.

9.4 Liquidity risk

JWG’s main priority regarding liquidity risk is to ensure continuity of funding. At 31 December 2016,100 per cent. of the Wood Group’s long term borrowings (including senior loan notes) were due tomature in more than one year. Based on the current outlook the Wood Group has sufficient funding inplace to meet its future obligations. The Wood Group has US$375m of unsecured senior loan notesissued in the US private placement market. The notes have a mix of 7, 10 and 12 year maturities.During 2016, the Wood Group extended its US$950m bilateral bank facilities for a further year toFebruary 2021.

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9.5 Capital risk

JWG seeks to maintain an optimal capital structure. JWG monitors its capital structure on the basis ofits gearing ratio, interest cover and when applicable, the ratio of net debt to EBITDA. These ratios arecalculated using the proportionally consolidated figures used for management reporting. Gearing iscalculated by dividing net debt by equity attributable to JWG Shareholders. Gearing at 31 December2016 was 15.1 per cent. (2015: 12.1 per cent.). Interest cover is calculated by dividing total EBITA bynet finance expense. Interest cover for the year to 31 December 2016 was 14.1 times (2015: 20.3times). The ratio of net debt to total EBITDA at 31 December 2016 was 0.79 (2015: 0.55).

10. JWG’S DEBT

The table below is a summary of JWG’s borrowings and undrawn facilities for the years ended31 December 2014, 31 December 2015 and 31 December 2016:

2016 2015 2014US$m US$m US$m

Bank loans and overdrafts due within one year or on demand . . . . . . . 434 677 566

Non-current bank loansUnsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 120 120

Senior loan notesUnsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375 375 375Total non-current borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495 495 495

Undrawn borrowing facilitiesExpiring within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 82 109Expiring between two and five years . . . . . . . . . . . . . . . . . . . . . . . . . . . 830 830 830Total undrawn borrowing facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 930 912 939

Bank overdrafts are denominated in a number of currencies and bear interest based on LIBOR or therelevant foreign currency equivalent.

The Wood Group has US$375m of unsecured senior loan notes issued in the US private placementmarket in 2014. The notes have 7, 10 and 12 year maturities and interest is payable at an averagefixed rate of 3.74 per cent. The non-current bank loans and senior loan notes are all US$denominated.

All undrawn borrowing facilities are floating rate facilities. The facilities expiring within one year as at31 December 2016 are annual facilities subject to review at various dates during 2017. The WoodGroup was in compliance with its bank covenants throughout the year. During 2016, the Wood Groupextended its US$950m bilateral bank facilities for a further year to February 2021.

On 22 May 2017, JWG entered into the JWG Facilities Agreement. JWG and Wood Group USHoldings, Inc are the borrowers under the JWG Facilities Agreement and the obligations under theJWG Facilities Agreement are guaranteed by JWG, Wood Group US Holdings, Inc, JWGUSAHoldings Limited, Wood Group Gas Turbine Services Holdings Limited, Wood Group InvestmentsLimited, Wood Group Holdings (International) Limited and WGPSN (Holdings) Limited. As at the dateof this Prospectus, it is expected that Amec Foster Wheeler will accede to the JWG FacilitiesAgreement as a guarantor within 90 days of the Effective Date. It is expected that the Underwriters’commitments will be syndicated to a wider group of lenders following the date of this Prospectus,including existing lenders to the Wood Group and the Amec Foster Wheeler Group and new lenders.

The new facilities are expected to be available to be drawn down upon, or shortly following, theEffective Date to refinance in full and replace JWG’s seven existing bilateral revolving credit facilities(totalling US$950 million) and the Amec Foster Wheeler Group’s existing syndicated term andrevolving credit facilities (totalling £1,641 million). Thereafter, the new revolving credit facility isexpected to be used for the Combined Group’s general corporate purposes. The Wood Group’sexisting US$375 million unsecured senior loan notes, issued in the US private placement marketduring 2014, are expected to remain outstanding whether or not the Combination completes. Pleasesee paragraph 15 of Part VI (Information about the Combination) for further information on the JWGFacilities Agreement.

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11. CONTINGENT LIABILITIES

At each balance sheet date for 2014, 2015 and 2016, JWG had cross guarantees without limitextended to its principal bankers in respect of sums advanced to subsidiaries.

From time to time, the Wood Group is notified of claims in respect of work carried out. Wheremanagement believes we are in a strong position to defend these claims no provision is made. To theextent that a provision is required it is recorded on the face of the balance sheet.

As at the balance sheet date in 2016, the Wood Group was aware of challenges to historicemployment practices which may have an impact on the Wood Group, including the application ofNational Insurance contributions to workers in the UK Continental Shelf. In addition, court cases in2016 challenged the UK’s historic interpretation of EU legislation relating to holiday pay and this mayhave an impact on all companies who have employees in the UK, including JWG. At this point, we donot believe that it is probable that a liability, if any, will arise from any of these claims and therefore noprovision was held as at 31 December 2016.

12. DIVIDEND POLICY

JWG has stated that its intention is to pursue a progressive dividend policy going forward, taking intoaccount cash flows and earnings. Following the Combination, it is JWG’s intention to continue topursue a progressive dividend policy taking into account cash flows and earnings.

13. CRITICAL ACCOUNTING POLICIES

JWG’s critical accounting policies are set out on pages 79-80 of the JWG 2016 Annual Report andAccounts, incorporated by reference in accordance with paragraph 19 of Part XVI (Additionalinformation) below.

14. CONTRACTUAL OBLIGATIONS AND COMMITMENTS

14.1 Finance lease obligations

JWG has no material finance lease obligations.

14.2 Operating lease obligations

Details of JWG’s operating lease commitments are shown at note 30 to the 2016 financial statementsin the JWG 2016 Annual Report and Accounts incorporated by reference in accordance withparagraph 19 of Part XVI (Additional information) below.

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PART XIFINANCIAL INFORMATION IN RELATION TO AMEC FOSTER WHEELER AND

THE AMEC FOSTER WHEELER GROUP

PART ASelected historical financial information relating to the Amec Foster Wheeler Group

The selected financial information for the Amec Foster Wheeler Group set out in this Part A has beenextracted without material adjustment from the historical financial information set out in Part B of thisPart XI. Investors should read the whole of this Prospectus before making an investment decision andnot rely solely on the summarised information in this Part XI.

1. CONSOLIDATED INCOME STATEMENT

The table below sets out certain consolidated income statement information relating to the AmecFoster Wheeler Group for the three years ended 31 December 2016, 31 December 2015 and31 December 2014 (which is audited) and prepared in accordance with IFRS as adopted by the EU.

CONSOLIDATED INCOME STATEMENT

Year ended 31 December2016£m

2015£m

2014£m

Revenue from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . 5,440 5,455 3,993(Loss)/profit before income tax from continuing operations . . . . . . . . . . . . (542) (235) 155Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 (18) (49)(Loss)/profit for the year from continuing operations . . . . . . . . . . . . . . . . (526) (253) 106Profit/(loss) for the year from discontinued operations, net of tax . . . . . . . 12 (4) (27)(Loss)/profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (514) (257) 79

2. CONSOLIDATED BALANCE SHEET

The table below sets out certain consolidated balance sheet information relating to the Amec FosterWheeler Group for the three years ended 31 December 2016, prepared in accordance with IFRS asadopted by the EU.


Selected Consolidated Statement of Financial Position

Year ended 31 December

2016£m

2015£m

2014(restated)

£m

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,107 3,700 4,042Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,166 1,872 2,023Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,273 5,572 6,065Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,880) (2,261) (2,292)Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,368) (1,703) (1,777)Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,248) (3,964) (4,069)Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,025 1,608 1,996

Total equity attributable to equity holders of the parent . . . . . . . . . . . 1,014 1,599 1,974Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 9 22Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,025 1,608 1,996

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3. CONSOLIDATED STATEMENT OF CASH FLOWS

The table below sets out certain consolidated cash flow information relating to the Amec FosterWheeler Group for the three years ended 31 December 2016, prepared in accordance with IFRS asadopted by the EU.

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

Selected Consolidated Cash Flows

Year ended 31 December2016£m

2015£m

2014£m

Net cash flow from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . 138 141 146Net cash flow/(used in) from investing activities . . . . . . . . . . . . . . . . . . . 68 47 (828)Net cash flow/(used in) from financing activities . . . . . . . . . . . . . . . . . . . (177) (319) 960Cash and cash equivalents at the beginning of year . . . . . . . . . . . . . . . . 340 495 223Cash and cash equivalents at the end of year . . . . . . . . . . . . . . . . . . . . 388 340 495

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PART BHistorical financial information relating to the Amec Foster Wheeler Group

The audited consolidated financial statements of Amec Foster Wheeler included in:

(A) the Amec Foster Wheeler 2014 Annual Report and Accounts;

(B) the Amec Foster Wheeler 2015 Annual Report and Accounts; and

(C) the Amec Foster Wheeler 2016 Annual Report and Accounts,

together with the audit opinions thereon and notes thereto, are incorporated by reference into thisProspectus as set out in paragraph 19 of Part XVI (Additional information) and available for inspectionas set out in paragraph 18 of Part XVI (Additional information)). Each of these consolidated financialstatements was prepared in accordance with IFRS as adopted by the EU. As applied to the AmecFoster Wheeler Group in these consolidated financial statements, there are no material differencesfrom IFRS as issued by the IASB; therefore, these consolidated financial statements have beenprepared in accordance with IFRS as issued by the IASB. Each of the consolidated financialstatements was audited by Ernst & Young LLP and the audit report for each such financial year wasunqualified. Ernst & Young LLP is a firm of chartered accountants registered with the Institute ofChartered Accounts in England and Wales.

The unaudited consolidated financial statements of Foster Wheeler and subsidiaries for the ninemonths ended 30 September 2014, together with the notes thereto, included in the Amec FosterWheeler 2014 Supplementary Prospectus are also incorporated by reference into this Prospectus asset out in paragraph 19 of Part XVI (Additional information) and available for inspection as set out inparagraph 18 of Part XVI (Additional information). Each of these consolidated statements wasprepared in accordance with U.S. GAAP and is therefore not directly comparable to the other historicalfinancial information set out in Part IX (Financial Information in relation to JWG and the Wood Group)and this Part XI (Financial Information in relation to Amec Foster Wheeler and the Amec FosterWheeler Group), which were prepared in accordance with IFRS as issued by the IASB.

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PART CUnaudited reconciliations of the Amec Foster Wheeler Group financial information

to the Wood Group’s accounting policies

The following unaudited reconciliations summarise the material adjustments which reconcile the AmecFoster Wheeler Group’s profit/(loss) for each of the three years ended 31 December 2016, 2015 and2014, as well as the net assets/total equity as at 31 December for each of 2016, 2015 and 2014, aspreviously reported by the Amec Foster Wheeler Group to estimates of those that would have beenreported had the Amec Foster Wheeler Group applied the accounting policies used by the WoodGroup in the preparation of its financial statements for the year ended 31 December 2016.

These differences relate to methods for recognition and measurement of the amounts shown in theconsolidated financial statements. The reconciliation does not seek to reflect any changes to thejudgements made by the directors of Amec Foster Wheeler in preparing the underlying Amec FosterWheeler Group financial information and does not reflect any fair value adjustments which the JWGBoard make as a result of the Combination or would have made had the Combination happened atany other date during the historical period shown.

The following unaudited reconciliations present the effect of the material differences between theAmec Foster Wheeler Group’s accounting policies and the Wood Group’s accounting policies; theadjustment to net assets total equity is a cumulative adjustment whereas the net income adjustmentrepresents the effect for the accounting period only and therefore does not correspond with the netassets adjustment amount for the corresponding accounting period.

1. UNAUDITED RECONCILIATION OF THE AMEC FOSTER WHEELER GROUP’SCONSOLIDATED PROFIT

The table below sets out the unaudited reconciliation of the Amec Foster Wheeler Group’sconsolidated profit for the three years ended 31 December 2016, 31 December 2015 and31 December 2014.

Year ended 31 December2016 2015 2014£m £m £m

Consolidated (loss)/profit for the year attributable to the Amec FosterWheeler Group as reported by the Amec Foster Wheeler Group . . . . . . (518.0) (256.0) 82.0

Adjusted for differences with the Wood Group accounting policies:Profit recognition on lump sum contracts(2) . . . . . . . . . . . . . . . . . . . . . . 5.9 (6.5) (1.9)Taxation impact on profit recognition(3) . . . . . . . . . . . . . . . . . . . . . . . . . (1.3) 1.4 0.4Consolidated (loss)/profit for the year attributable to the Amec FosterWheeler Group under the Wood Group accounting policies . . . . . . (513.4) (261.1) 80.5

Notes1. The consolidated (loss)/profit for the years ended 31 December 2016, 31 December 2015 and 31 December 2014

has been extracted from the Amec Foster Wheeler Group audited financial statements for those years. The profit forthe year represents profit attributable to the shareholders of Amec Foster Wheeler excluding non-controlling interestsof £4 million (year ended 31 December 2016), £(1) million (year ended 31 December 2015) and £(3) million (yearended 31 December 2014).

2. The accounting policy adjustment reflects an alignment of the Amec Foster Wheeler Group’s policy of recognisingprofit derived from fixed price contracts to that of the Wood Group. Fixed price contract profit is recognised by theAmec Foster Wheeler Group using the percentage-of-completion method, measured by reference to physicalcompletion or the ratio of costs incurred to total estimated contract costs. The alignment to the Wood Group’saccounting reflects the following two considerations:(i) if the outcome of a contract can be estimated reliably, profit is recognised by the Amec Foster Wheeler Group

regardless of the stage of completion. The Wood Group, however, applies an initial threshold of 20 per cent. inrelation to the estimated stage of completion before any profit can be recognised; and

(ii) once the initial recognition criteria have been fulfilled, profit at the Amec Foster Wheeler Group is recognisedon a straight line basis reflecting the percentage-of-completion method. The Wood Group recognises profit onan adjusted percentage of completion methodology which results in less profit being recognised in the earlystages of completion, a proportion of which increases through the life of the contract.

The adjustment through the income statement represents the timing of long term contracts. Under the Wood Grouppolicy for profit recognition less profits is recognised in the early stage of the contracts with a greater amountrecognised in the latter stage of the contract.

3. Tax has been recorded on the revenue recognition adjustments at the Amec Foster Wheeler Group’s effective taxrate of 22 per cent.

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2. UNAUDITED RECONCILIATION OF THE AMEC FOSTER WHEELER GROUP’SCONSOLIDATED EQUITY

The table below sets out the unaudited reconciliation of the Amec Foster Wheeler Group’sconsolidated equity for the three years ended 31 December 2016, 31 December 2015 and31 December 2014.

As at 31 December2016 2015 2014£m £m £m

Consolidated total equity as reported by the Amec Foster WheelerGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,025.0 1,608.0 1,996.0

Adjusted for differences with the Wood Group accounting policies:

Current assetsTrade and other receivables(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . (14.8) (13.4) (12.2)

Current liabilitiesTrade and other payables(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25.0) (26.7) (20.2)Taxation(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8 8.8 7.1Consolidated total equity of the Amec Foster Wheeler Groupunder the Wood Group accounting policies . . . . . . . . . . . . . . 994.0 1,576.7 1,970.7

Notes1. The consolidated total equity at 31 December 2016, 31 December 2015 and 31 December 2014 has been extracted

from the Amec Foster Wheeler Group audited financial statements for those years.2. The accounting policy adjustment reflects an alignment of the Amec Foster Wheeler Group’s policy of recognising

profit derived from fixed price contracts to that of the Wood Group. Fixed price contract profit is recognised by theAmec Foster Wheeler Group using the percentage-of-completion method, measured by reference to physicalcompletion or the ratio of costs incurred to total estimated contract costs. The alignment to the Wood Group’saccounting reflects the following two considerations:(i) if the outcome of a contract can be estimated reliably, profit is recognised by the Amec Foster Wheeler Group



The adjustment through the income statement represents the timing of long term contracts. Under the Wood Grouppolicy for profit recognition less profit is recognised in the early stage of the contracts with a greater amountrecognised in the latter stage of the contract.


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3. UNAUDITED RECONCILIATION OF THE AMEC FOSTER WHEELER GROUP’SCONSOLIDATED INCOME STATEMENT

The table below sets out the unaudited reconciliation of the Amec Foster Wheeler Group’sconsolidated income statement for the year ended 31 December 2016.

Incomestatement

reported by theAmec FosterWheeler Group

Accountingpresentationadjustments(note 2)

Accountingpolicy

adjustments(note 3)

The AmecFoster WheelerGroup incomestatementunder the

Wood Groupaccountingpolicies

£m £m £m £m

Revenue . . . . . . . . . . . . . . . . . . . . . . 5,440.0 5,440.0Cost of sales . . . . . . . . . . . . . . . . . . . (4,852.0) 5.9 (4,846.1)Gross profit . . . . . . . . . . . . . . . . . . . . 588.0 0)0— 5.9 593.9Administrative expenses . . . . . . . . . . . . (1,072.0) (5.4) (1,077.4)Profit on business disposals . . . . . . . . . 2.0 2.0(Loss)/profit before net financingexpense . . . . . . . . . . . . . . . . . . . . . (482.0) (5.4) 5.9 (481.5)

Finance income . . . . . . . . . . . . . . . . . . 16.0 (4.3) 11.7Finance expense . . . . . . . . . . . . . . . . . (87.0) 3.0 (84.0)Share of results of joint ventures . . . . . . 11.0 11.0(Loss)/profit before tax . . . . . . . . . . . . (542.0) (6.7) 5.9 (542.8)Taxation . . . . . . . . . . . . . . . . . . . . . . . 16.0 6.7 (1.3) 21.4(Loss)/profit from continuingoperations . . . . . . . . . . . . . . . . . . . (526.0) 4.6 (521.4)

Profit from discontinued operations 12.0 12.0(Loss)/profit for the year . . . . . . . . . . . (514.0) 0)0— 4.6 (509.4)Attributable to:Owners of the parent . . . . . . . . . . . . . . (518.0) 4.6 (513.4)Non-controlling interests . . . . . . . . . . . . 4.0 4.0

(514.0) 0)0— 4.6 (509.4)

Notes1. The consolidated income statement has been extracted, without material adjustment from the Amec Foster Wheeler

Group published financial information for the year ended 31 December 2016 which is incorporated by reference intothis Prospectus as set out in Part C ‘Historical Financial Information’.

2. Accounting presentation adjustments reclassify a £6.7m credit from administrative expenses to taxation in respect oftax penalties and a net £1.3m from finance income/expense to administrative expenses in respect of FX gains.

3. The accounting policy adjustment reflects an alignment of the Amec Foster Wheeler Group policy of recognising profitderived from fixed price contracts to that of the Wood Group. Fixed price contract profit is recognised by the AmecFoster Wheeler Group using the percentage-of-completion method, measured by reference to physical completion orthe ratio of costs incurred to total estimated contract costs. The alignment to the Wood Group accounting reflects thefollowing two considerations:(i) if the outcome of a contract can be estimated reliably, profit is is recognised by the Amec Foster Wheeler

Group regardless of the stage of completion. The Wood Group, however, apply an initial threshold of20 per cent. in relation to the estimated stage of completion before any profit can be recognised; and


The adjustment through the income statement represents the timing of long term contracts. Under the Wood Grouppolicy for profit recognition less profit is recognised in the early stage of the contracts with a greater amountrecognised in the latter stage of the contract.

4. Tax has been recorded on the accrued and deferred revenue adjustments of £5.9m at the Amec Foster WheelerGroup’s effective tax rate of 22 per cent.

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4. UNAUDITED RECONCILIATION OF THE AMEC FOSTER WHEELER GROUP’S BALANCESHEET

The table below sets out the unaudited reconciliation of the Amec Foster Wheeler Group’sconsolidated balance sheet for the year ended 31 December 2016.

Balance Sheetreported by

the Amec FosterWheeler Group

Accountingpolicy

adjustments(2)

The Amec FosterWheeler Groupbalance sheetunder the

Wood Groupaccountingpolicies

£m £m £mASSETSNon-Current AssetsProperty, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . 71.0 71.0Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,675.0 2,675.0Investment in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . 38.0 38.0Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . 28.0 28.0Retirement benefit assets . . . . . . . . . . . . . . . . . . . . . . . . . . 70.0 70.0Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140.0 140.0Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.0 85.0Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . 3,107.0 0)0— 3,107.0

Current AssetsInventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.0 9.0Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . 1,418.0 (14.8) 1,403.2Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . 9.0 9.0Current tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.0 30.0Bank deposits (more than three months) . . . . . . . . . . . . . . . . 22.0 22.0Cash and cash equivalents (excluding bank overdrafts) . . . . . . 342.0 342.0Assets classified as held for sale . . . . . . . . . . . . . . . . . . . . . 336.0 336.0Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,166.0 (14.8) 2,151.2Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,273.0 (14.8) 5,258.2

LIABILITIESCurrent LiabilitiesInterest bearing loans and borrowings . . . . . . . . . . . . . . . . . 109.0 109.0Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . 1,412.0 25.0 1,437.0Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . 45.0 45.0Current tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118.0 (8.8) 109.2Liabilities classified as held for sale . . . . . . . . . . . . . . . . . . . 187.0 187.0Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.0 9.0Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,880.0 16.2 1,896.2

Non-current liabilitiesInterest bearing loans and borrowings . . . . . . . . . . . . . . . . . 1,317.0 1,317.0Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . 149.0 149.0Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . 28.0 28.0Retirement benefit liabilities . . . . . . . . . . . . . . . . . . . . . . . . 207.0 207.0Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57.0 57.0Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610.0 610.0Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 2,368.0 0)0— 2,368.0Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,248.0 16.2 4,264.2Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,025.0 (31.0) 994.0

EQUITYShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197.0 197.0Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133.0 133.0Merger reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.0 33.0Hedging and translation reserves . . . . . . . . . . . . . . . . . . . . . 150.0 150.0Capital redemption reserve . . . . . . . . . . . . . . . . . . . . . . . . . 34.0 34.0Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467.0 (31.0) 436.0Total equity attributable to equity holders of the parent . . . 1,014.0 (31.0) 983.0Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0 11.0Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,025.0 (31.0) 994.0

Notes1. The consolidated balance sheet at 31 December 2014, 2015 and 2016 has been extracted from the Amec Foster

Wheeler Group audited financial statements for those years.2. The accounting policy adjustment reflects an alignment of the Amec Foster Wheeler Group’s policy of recognising

profit derived from fixed price contracts to that of the Wood Group. Fixed price contract profit is recognised by the

106

Amec Foster Wheeler Group using the percentage-of-completion method, measured by reference to physicalcompletion or the ratio of costs incurred to total estimated contract costs. The alignment to the Wood Group’saccounting reflects the following two considerations:(i) if the outcome of a contract can be estimated reliably, profit is recognised by the Amec Foster Wheeler Group



The adjustment through the income statement represents the timing of long term contracts. Under the Wood Group’spolicy for profit recognition less profit is recognised in the early stage of the contracts with a greater amountrecognised in the latter stage of the contract.The reduction to trade and other receivables of £14.8m represents a reduction in profit recognition within accruedrevenue.The increase in trade and other payables of £25.0m represents an increase in deferred revenue due to a reduction inprofit recognition.


107

PART DAccountant’s report on the unaudited reconciliations of the consolidated financial information

of the Amec Foster Wheeler Group

The DirectorsJohn Wood Group PLC15 Justice Mill LaneAberdeenAB11 6EQ

J.P. Morgan Limited25 Bank StreetCanary WharfLondonE14 5JP

Credit Suisse InternationalOne Cabot SquareLondonE14 4QJ

23 May 2017

Dear Sirs

John Wood Group PLC (the “Company”): Proposed acquisition of Amec Foster Wheeler plc(the “Target”)

We report on the unaudited reconciliations (the “Reconciliations”) of the consolidated profit for theyear for each of the years in the three-year period ended 31 December 2016, and of the consolidatedequity as at 31 December 2016, 31 December 2015 and 31 December 2014, together the “FinancialInformation”, as previously reported in the financial statements of the Target prepared under IFRS asadopted by the EU, showing the adjustments necessary to restate it on the basis of the Company’saccounting policies used in preparing the Company’s last set of annual consolidated financialstatements set out in Part IX of the Company’s prospectus dated 23 May 2017 (the “Prospectus”).This report is required by Listing Rule 13.5.27R(2)(a) of the United Kingdom Listing Authority and isgiven for the purpose of complying with that Listing Rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company (the “Directors”) to prepare the Reconciliationsin accordance with Listing Rule 13.5.27R(2)(a).

It is our responsibility to form an opinion, as required by Listing Rule 13.5.27R(2)(a), as to whether:

a) the Reconciliations have been properly compiled on the basis stated; and

b) the adjustments are appropriate for the purpose of presenting the Financial Information (asadjusted) on a basis consistent in all material respects with the Company’s accounting policies,

and to report that opinion to you.

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The Reconciliations are based on the audited consolidated balance sheets as at 31 December 2016,31 December 2015 and 31 December 2014 and consolidated income statements for each of the yearsthen ended of the Target which were the responsibility of the directors of the Target and the auditedconsolidated balance sheets and consolidated income statements were audited by Ernst & YoungLLP. We do not accept any responsibility for any of the historical financial statements of the Target,nor do we express any opinion on those financial statements.

Save for any responsibility which we may have to those persons to whom this report is expresslyaddressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to anyperson as and to the extent there provided, to the fullest extent permitted by law we do not assumeany responsibility and will not accept any liability to any other person for any loss suffered by any suchother person as a result of, arising out of, or in connection with this report or our statement, requiredby and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation,consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by theAuditing Practices Board in the United Kingdom. The work that we performed for the purpose ofmaking this report, which involved no independent examination of any of the underlying financialinformation, consisted primarily of checking whether the unadjusted Financial Information of the Targethas been accurately extracted from an appropriate source, assessing whether all adjustmentsnecessary for the purpose of presenting the Financial Information on a basis consistent in all materialrespects with the Company’s accounting policies have been made, examination of evidencesupporting the adjustments in the Reconciliations and checking the arithmetical accuracy of thecalculations within the Reconciliations.

We planned and performed our work so as to obtain the information and explanations we considerednecessary in order to provide us with reasonable assurance that the Reconciliations have beenproperly compiled on the basis stated and that the adjustments are appropriate for the purpose ofpresenting the Financial Information (as adjusted) on a basis consistent in all material respects withthe Company’s accounting policies.

Opinion

In our opinion:

a) the Reconciliations have been properly compiled on the basis stated; and

b) the adjustments are appropriate for the purpose of presenting the Financial Information (asadjusted) on a basis consistent in all material respects with the Company’s accounting policies.

Declaration

For the purposes of Prospectus Rule 5.5.3 R(2)(f), we are responsible for this report as part of theProspectus and we declare that we have taken all reasonable care to ensure that the informationcontained in this report is, to the best of our knowledge, in accordance with the facts and contains noomission likely to affect its import. This declaration is included in the Prospectus in compliance withitem 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLPChartered Accountants

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registerednumber OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place,London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the FinancialConduct Authority for designated investment business.

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PART XIIOPERATING AND FINANCIAL REVIEW OF THE AMEC FOSTER WHEELER GROUP

1. Information incorporated by reference

The operating and financial reviews included in the following documents (as identified in paragraph 2of this Part XII below) are incorporated by reference into this Prospectus:

(A) the Amec Foster Wheeler 2014 Annual Report and Accounts;

(B) the Amec Foster Wheeler 2015 Annual Report and Accounts; and

(C) the Amec Foster Wheeler 2016 Annual Report and Accounts.

The unaudited consolidated financial statements of Foster Wheeler and subsidiaries for the ninemonths ended 30 September 2014, together with the notes thereto, included in the Amec FosterWheeler 2014 Supplementary Prospectus, are also incorporated by reference into this Prospectus.

2. Cross-reference list

The following list is intended to enable investors to identify easily the items of information which havebeen incorporated by reference into this Prospectus:

2.1 Amec Foster Wheeler 2014 Annual Report and Accounts

The page numbers below refer to the relevant pages of the Amec Foster Wheeler 2014 Annual Reportand Accounts:

Page Number(s) Section16-19 Delivering excellence20-23 Principal risks and uncertainties24 Sustainability25 Global market trends26 Our markets

30-39 Financial review40-43 Our business units87-94 Independent auditor’s report (UK)96 Consolidated income statement97 Consolidated statement of comprehensive income98 Consolidated balance sheet

99-101 Consolidated statement of changes in equity102 Consolidated cash flow statement

103-155 Notes to the consolidated accounts



Page Number(s) Section14-17 Delivering excellence18-21 Principal risks and uncertainties22 Sustainability23 Global market trends

24-25 Our markets28-37 Financial review86-93 Independent auditor’s report to the members of Amec Foster Wheeler plc96 Consolidated income statement97 Consolidated statement of comprehensive income

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98 Consolidated balance sheet99-101 Consolidated statement of changes in equity102-103 Consolidated cash flow statement104-156 Notes to the consolidated accounts



Page Number(s) Section3-5 Our business lines14-15 Our markets25-27 People28-32 Principal risks and uncertainties33 Sustainability

34-45 Financial review94-101 Independent auditor’s report (UK)104 Consolidated income statement105 Consolidated statement of comprehensive income106 Consolidated balance sheet

107-109 Consolidated statement of changes in equity110-111 Consolidated cash flow statement112-166 Notes to the consolidated accounts

2.4 Amec Foster Wheeler 2014 Supplementary Prospectus

The page numbers below refer to the relevant pages of the Amec Foster Wheeler 2014Supplementary Prospectus:

Page number(s) Section5-50 Foster Wheeler

3Q 2014 Results

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PART XIIIUNAUDITED PRO FORMA FINANCIAL INFORMATION

PART AUnaudited pro forma financial information relating to the Combined Group

The unaudited pro forma income statement of the Combined Group has been prepared based on theconsolidated statement of income of the Wood Group for the year ended 31 December 2016 and theconsolidated income statement of the Amec Foster Wheeler Group for the year ended 31 December2016 to illustrate the effect on the income statement of the Wood Group of the Combination as if it hadtaken place as at 1 January 2016.

The unaudited pro forma statement of net assets of the Combined Group has been prepared basedon the consolidated balance sheet of the Wood Group as at 31 December 2016 and the consolidatedbalance sheet of the Amec Foster Wheeler Group as at 31 December 2016 as adjusted for theaccounting policies of the Wood Group as set out in Part XI Part C “Unaudited reconciliations of theAmec Foster Wheeler Group financial information to the Wood Group’s accounting policies” toillustrate the effect on the net assets of the Wood Group of the Combination as if it had taken place asat 31 December 2016.

The unaudited pro forma income statement of the Combined Group and the unaudited pro formastatement of net assets of the Combined Group together form the unaudited pro forma financialinformation.

The unaudited pro forma financial information set out in this Part has been prepared for illustrativepurposes only and, by its nature, addresses a hypothetical situation. They do not represent the WoodGroup’s actual financial position or results, or what the Combined Group’s actual financial position orresults would have been if the Combination had been completed on the dates indicated, nor does itpurport to represent the results of operations for any future period or financial position at any futuredate. It does not reflect the results of any purchase price allocation exercise as this will be conductedfollowing the Combination.

The unaudited pro forma financial information has been prepared on a consistent basis with theaccounting policies and presentation adopted by the Wood Group in relation to the period ended31 December 2016 on the basis of the notes set out below and in accordance with Annex II to the PDRegulation.

Furthermore, the unaudited pro forma financial information set out in this Part XIII does not constitutefinancial statements within the meaning of section 434 of the CA 2006. Shareholders should read thewhole of this Prospectus and not rely solely on the summarised financial information contained in thisPart XIII. PwC’s report on the Unaudited Pro Forma Financial Information is set out in Part B of thisPart XIII

In addition to the matters noted above, the unaudited pro forma financial information does not reflectthe effect of anticipated synergies and efficiencies associated with the Combination.

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1. UNAUDITED PRO FORMA INCOME STATEMENT RELATING TO THE COMBINED GROUP

The table below sets out the unaudited pro forma income statement relating to the Combined Group.

AdjustmentsThe WoodGroupincome

statementfor yearended 31December

2016(note 1)

The Amec FosterWheeler Group

incomestatement foryear ended 31December 2016

(note 2)

Transactioncosts(note 3)

Financecosts(note 4)

Pro-formaincome

statement ofthe Combined

GroupUS$m US$m US$m US$m US$m

Continuing operationsRevenue . . . . . . . . . . . . . . . . . . . . . . . 4,120.6 7,364.7 11,485.3Cost of sales . . . . . . . . . . . . . . . . . . . . (3,498.2) (6,560.7) (10,058.9)Gross profit . . . . . . . . . . . . . . . . . . . . . 622.4 804.0 0)0— 0)0— 1,426.4Administrative expenses . . . . . . . . . . . . . (479.7) (1,458.6) (83.0) (2,021.3)Impairment of investment in joint ventures . (56.7) 0)0— (56.7)Profit on business disposals . . . . . . . . . . 0)0— 2.7 2.7Share of results of joint ventures . . . . . . . 3.4 14.9 18.3Profit/(loss) before interest and taxation 89.4 (637.0) (83.0) (630.6)Finance income . . . . . . . . . . . . . . . . . . . 2.2 15.8 18.0Finance expense . . . . . . . . . . . . . . . . . . (25.6) (113.7) (35.9) (175.2)Profit/(loss) before tax . . . . . . . . . . . . . 66.0 (734.9) (83.0) (35.9) (787.8)Taxation . . . . . . . . . . . . . . . . . . . . . . . . (31.6) 29.0 9.0 6.4Profit/(loss) from continuing operations . 34.4 (705.9) (83.0) (26.9) (781.4)Profit from discontinued operations . . . . . . 0)0— 16.2 16.2Profit/(loss) for the year . . . . . . . . . . . . 34.4 (689.7) (83.0) (26.9) (765.2)Attributable to:Owners of the parent . . . . . . . . . . . . . . . 27.8 (695.1) (83.0) (26.9) (777.2)Non-controlling interests . . . . . . . . . . . . . 6.6 5.4 12.0

34.4 (689.7) (83.0) (26.9) (765.2)

Notes1. The Wood Group’s financial information for the 12 months ended 31 December 2016 has been extracted, without

material adjustment, from the Wood Group published financial information for the year ended 31 December 2016,which is incorporated by reference into the Prospectus as set out in Part B to Part IX (Financial information inrelation to JWG and the Wood Group).

2. The Amec Foster Wheeler Group’s financial information for the 12 months ended 31 December 2016 has beenextracted, without material adjustment, from the Amec Foster Wheeler published financial information for the yearended 31 December 2016 restated under the accounting policies of the Wood Group, as set out in Part C of Part XI(Financial information in relation to Amec Foster Wheeler and the Amec Foster Wheeler Group) of this Prospectus,and translated using the average exchange rate at 31 December 2016 (GBP:USD 1.3538).

3. Transaction costs expected to be incurred as a result of the Combination include US$33m by the Wood Group andUS$50m by the Amec Foster Wheeler Group. These costs will not have a continuing impact on the Combined Group.

4. Financing fees incurred consist of one-off underwriting and ticking fees of US$11.2m (US$5.5m in underwriting fees,US$5.7m in ticking fees) in respect of the new facilities which will be expensed in 2017. In addition, participation feesof US$5m will be amortised over the three year period of the US$1bn term loan and US$10.5m over the five yearterm of the US$1.75bn RCF facility. The underwriting and ticking fees will not have a continuing impact on theCombined Group. The amortisation of the participation fees will have a continuing impact on the Combined Groupand one year of amortisation (US$3.8m) has been included in the pro-forma. Financing costs also include the writeoff of fees previously capitalised against long term loans totalling US$20.9m. The US$9.0m tax effect of thisadjustment has been calculated by applying the Wood Group’s effective tax rate of 25 per cent.

5. In preparing the unaudited pro forma income statement no account has been taken of the trading or transactions ofthe Wood Group or the Amec Foster Wheeler Group since 31 December 2016.

6. In preparing the unaudited pro forma income statement no account has been taken of the impact of additionaldepreciation or amortisation costs that may arise, and have a continuing impact, following any purchase priceallocation exercise, as this will be undertaken following the acquisition.

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2. UNAUDITED PRO FORMA STATEMENT OF NET ASSETS RELATING TO THE COMBINEDGROUP

The table below sets out the unaudited pro forma statement of net assets relating to the CombinedGroup.

Adjustments

The WoodGroup netassets at

31 December2016

(Note 1)

The AmecFosterWheelerGroup netassets at

31 December2016

(Note 2)

Combinationadjustments(Note 3)

Transactioncosts

(Note 4)

Financecosts

(Note 5)

Pro-formanet assetsof the

CombinedGroup

US$m US$m US$m US$m US$m US$mNon-Current AssetsGoodwill and intangible assets . 1,894.5 3,305.5 1,761.3 6,961.3Property, plant and equipment . 171.1 87.7 258.8Investment in joint ventures . . . 205.9 47.0 252.9Derivative financial instruments . 0.0— 34.6 34.6Long term receivables . . . . . . 87.2 173.0 260.2Pension scheme asset . . . . . . 0.0— 86.5 86.5Deferred tax assets . . . . . . . . 91.3 105.0 196.3

2,450.0 3,839.3 1,761.3 8,050.6Current AssetsInventories . . . . . . . . . . . . . . 7.0 11.1 18.1Trade and other receivables . . 978.3 1,733.9 2,712.2Derivative financial instruments . 0.0— 11.1 11.1Income tax receivable . . . . . . . 14.7 37.1 51.8Assets held for sale . . . . . . . . 0.0— 415.2 415.2Cash and cash equivalents . . . 579.5 449.8 (97.7) (26.7) 904.9

1,579.5 2,658.0 (97.7) (26.7) 4,125.0Current LiabilitiesBorrowings . . . . . . . . . . . . . . 433.6 134.7 (11.7) 556.6Trade and other payables . . . . 589.0 1,775.7 2,364.5Derivative financial instruments . 0.0— 55.6 55.6Liabilities held for sale . . . . . . 0.0— 231.1 231.1Provisions . . . . . . . . . . . . . . . 0.0— 11.1 11.1Current tax liabilities . . . . . . . . 48.1 134.9 (9.0) 174.0

1,070.7 2,343.1 (20.7) 3,392.9Net current assets . . . . . . . . 508.8 315.1 (97.7) (6.0) 720.2Non-current liabilitiesBorrowings . . . . . . . . . . . . . . 495.0 1,627.4 20.9 2,143.3Deferred tax liabilities . . . . . . . 4.7 70.4 75.1Derivative financial instruments . 0.0— 34.6 34.6Retirement benefit liability . . . . 7.0 255.8 262.8Other non-current liabilities . . . 173.3 184.1 357.4Provisions . . . . . . . . . . . . . . . 70.6 753.8 824.4

750.6 2,926.1 20.9 3,697.6Net Assets . . . . . . . . . . . . . . 2,208.2 1,228.3 1,761.3 (97.7) (26.9) 5,073.2

Notes1. The Wood Group’s financial information for the 12 months ended 31 December 2016 has been extracted, without

material adjustment, from the Wood Group published financial information for the year ended 31 December 2016,which is incorporated by reference into the Prospectus as set out in Part B to Part IX (Financial information inrelation to JWG and the Wood Group).

2. The Amec Foster Wheeler Group’s financial information for the 12 months ended 31 December 2016 has beenextracted, without material adjustment, from the Amec Foster Wheeler published financial information for the yearended 31 December 2016 restated under the accounting policies of the Wood Group, as set out in Part C of Part XI(Financial information in relation to Amec Foster Wheeler and the Amec Foster Wheeler Group), and translated usingthe closing exchange rate at 31 December 2016 (GBP:USD 1.2357).

3. The Combination adjustment reflects the expected accounting on Completion and is set out below–

US$mEquity consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (i) 2,989.6Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (ii) 1,228.3

Goodwill and intangible assets recognised on Combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,761.3

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(i) The equity consideration assumes the issue of 294.8m JWG shares at £7.785 (being the Closing Price onthe Latest Practicable Date) translated using the closing exchange rate at the Latest Practicable Date (GBP : USD1.30245).

(ii) The net assets acquired are stated as at 31 December 2016. The balance of US$1,761.3m represents the goodwilland intangibles assets recognised on the transaction.

On Completion, an exercise will be undertaken to calculate the purchase price adjustment. This has not beenconsidered for the unaudited pro forma financial information. The acquisition method of accounting has been used inpreparing the pro forma statement of net assets.

4. Transaction costs expected to be incurred as a result of the Combination include US$33m by the Wood Group andUS$50m by the Amec Foster Wheeler Group. Stamp duty of US$14.9m will be paid in relation to the transaction. Thisamount will be recorded against share premium in the consolidated balance sheet of the Combined Group. These costswill not have a continuing impact on the Combined Group.

5. Financing fees incurred consist of one-off underwriting and ticking fees of US$11.2m in respect of the new facilities. Inaddition, participation fees of US$5m will be spread over the three year period of the US$1bn term loan and US$10.5mover the five year term of the US$1.75bn RCF facility.

Total refinancing fees of US$26.7m have been incurred (US$5.5m in underwriting fees, US$5.7m in ticking fees andUS$15.5m in relation to participation fees for both the term loan and RCF) which is shown as an adjustment to cashand cash equivalents. Participation fees of US$5m in relation to the US$1bn term loan will be amortised over the loan’sthree year period and US$10.5m relating to the RCF will be amortised over its five year period. The resultingadjustment is a decrease to borrowings of US$11.7m.

This adjustment also includes the write off of fees previously capitalised against borrowings totalling US$20.9m whichhave also been adjusted in the pro forma income statements.

The US$9.0m adjustment to current tax liabilities is calculated by applying the Wood Group effective tax rate of25 per cent. to the US$12.0m adjustment to current assets and the US$20.9m adjustment to borrowings.

6. In preparing the unaudited pro forma statement of net assets no account has been taken of the trading or transactionsof the Wood Group or the Amec Foster Wheeler Group since 31 December 2016.

115

PART BAccountant’s report on the unaudited pro forma financial information of

the Combined Group

The DirectorsJohn Wood Group PLC15 Justice Mill LaneAberdeenAB11 6EQ

J.P. Morgan Limited25 Bank StreetCanary WharfLondonE14 5JP

Credit Suisse InternationalOne Cabot SquareLondonE14 4QJ

23 May 2017

Dear Sirs

John Wood Group PLC (the “Company”)

We report on the pro forma financial information (the “Pro Forma Financial Information”) set out inPart B of Part XIII of the Company’s prospectus dated 23 May 2017 (the “Prospectus”) which hasbeen prepared on the basis described in the notes to the Pro Forma Financial Information, forillustrative purposes only, to provide information about how the proposed acquisition of Amec FosterWheeler Group plc might have affected the financial information presented on the basis of theaccounting policies adopted by the Company in preparing the financial statements for the periodended 31 December 2016. This report is required by item 7 of Annex II to the PD Regulation and item20.2 of Annex I to the PD Regulation and is given for the purpose of complying with that PDRegulation and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Informationin accordance with Annex II of the PD regulation and item 20.2 of Annex I to the PD Regulation.

It is our responsibility to form an opinion, as required by item 7 of Annex II to the PD Regulation anditem 20.2 of Annex I to the PD Regulation as to the proper compilation of the Pro Forma FinancialInformation and to report our opinion to you.

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In providing this opinion we are not updating or refreshing any reports or opinions previously made byus on any financial information used in the compilation of the Pro Forma Financial Information, nor dowe accept responsibility for such reports or opinions beyond that owed to those to whom those reportsor opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expresslyaddressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to anyperson as and to the extent there provided, to the fullest extent permitted by law we do not assumeany responsibility and will not accept any liability to any other person for any loss suffered by any suchother person as a result of, arising out of, or in connection with this report or our statement, requiredby and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulationconsenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by theAuditing Practices Board in the United Kingdom. The work that we performed for the purpose ofmaking this report, which involved no independent examination of any of the underlying financialinformation, consisted primarily of comparing the unadjusted financial information with the sourcedocuments, considering the evidence supporting the adjustments and discussing the Pro FormaFinancial Information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considerednecessary in order to provide us with reasonable assurance that the Pro Forma Financial Informationhas been properly compiled on the basis stated and that such basis is consistent with the accountingpolicies of the Company.

Opinion

In our opinion:

a) the Pro Forma Financial Information has been properly compiled on the basis stated; and

b) such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3 R(2)(f), we are responsible for this report as part of theProspectus and we declare that we have taken all reasonable care to ensure that the informationcontained in this report is, to the best of our knowledge, in accordance with the facts and contains noomission likely to affect its import. This declaration is included in the Prospectus in compliance withitem 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLPChartered Accountants

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registerednumber OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place,London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the FinancialConduct Authority for designated investment business.

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PART XIVTAXATION

The material set out in the paragraphs below does not constitute tax advice. Any person who is in anydoubt as to their tax position or who is subject to tax in a jurisdiction other than the UK or the USshould consult an appropriate professional adviser.

1. UK TAXATION

The following paragraphs are intended only as a general guide to current UK law and HMRC’s currentpublished practice, which are both subject to change at any time (for example, the UK governmentcan be expected to present a new Finance Bill following the forthcoming general election), possiblywith retroactive effect. Furthermore, they are not exhaustive and relate only to certain limited aspectsof the UK tax consequences for JWG Shareholders of holding or disposing of JWG Shares (and, inthe case of paragraph 1.3 of this Part, acquiring JWG Shares). The UK tax consequences forJWG Shareholders of the Combination and of exchanging Amec Foster Wheeler Shares for NewJWG Shares in the Combination will be discussed in the Scheme Document.

Except where expressly stated otherwise, the paragraphs below (other than paragraph 1.3 of thisPart) are intended to apply only to JWG Shareholders: (i) who are for UK tax purposes resident and, ifindividuals, domiciled in the UK; (ii) to whom split-year treatment does not apply; (iii) who are theabsolute beneficial owners of their JWG Shares and any dividends paid in respect of them; (iv) whohold their JWG Shares as investments (otherwise than through an individual savings account or apension arrangement) and not as securities to be realised in the course of a trade; and (v) who holdless than 5 per cent. of the JWG Shares.

The paragraphs below may not apply to certain JWG Shareholders, such as dealers in securities,broker dealers, insurance companies and collective investment schemes, pension schemes, personswho are otherwise exempt from UK taxation and persons who have (or are deemed to have) acquiredtheir JWG Shares by virtue of an office or employment or persons who are treated as holding theirJWG Shares as carried interest. Such shareholders may be subject to special rules.

The material set out in the paragraphs below does not constitute tax advice. Any person who is in anydoubt as to their tax position or who is subject to tax in a jurisdiction other than the UK should consultan appropriate professional adviser.

1.1 UK taxation of dividends

Tax is not required to be withheld from payments of dividends on the JWG Shares.

Individuals

The tax treatment of dividends paid by JWG to individual JWG Shareholders is as follows:

(A) dividends received by individual JWG Shareholders from JWG (or from other sources) will,except to the extent that they are earned through an ISA, self-invested pension plan or otherregime which exempts the dividends from tax, form part of the JWG Shareholder’s total incomefor income tax purposes;

(B) a nil rate of income tax applies to the first part of the taxable dividend income received by anindividual JWG Shareholder in a tax year (the “Nil Rate Amount”). The Nil Rate Amount iscurrently £5,000. A reduction in the Nil Rate Amount to £2,000 with effect from 6 April 2018 wasannounced as part of the Spring Budget 2017. However, the implementing provisions werewithdrawn from the Finance (No. 2) Bill 2017 (the “Bill”) due to the need to pass the Bill intruncated form ahead of the early dissolution of UK parliament and the forthcoming UnitedKingdom general election. It is therefore not certain whether and when the reduction will comeinto effect; and

(C) any taxable dividend income received by an individual JWG Shareholder in a tax year in excessof the Nil Rate Amount will be taxed at the rates set out below.

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Where a JWG Shareholder’s taxable dividend income for a tax year (taking into account the personalallowance to the extent available) exceeds the Nil Rate Amount, the excess amount (the “RelevantDividend Income”) will be liable to income tax at the following rates for the 2017/18 tax year:

(A) 7.5 per cent., to the extent that the Relevant Dividend Income falls below the threshold for thehigher rate of income tax;

(B) 32.5 per cent., to the extent that the Relevant Dividend Income falls above the threshold for thehigher rate of income tax but below the threshold for the additional rate of income tax; and

(C) 38.1 per cent., to the extent that the Relevant Dividend Income falls above the threshold for theadditional rate of income tax.

In determining whether and, if so, to what extent the Relevant Dividend Income falls above or belowthe threshold for the higher rate of income tax or, as the case may be, the additional rate of incometax, the JWG Shareholder’s total taxable dividend income for the tax year in question (including thepart within the Nil Rate Amount) will be treated as the highest part of the JWG Shareholder’s totalincome for income tax purposes.

Companies

JWG Shareholders within the charge to corporation tax that are “small companies” (for the purposesof UK taxation of dividends) will not generally be subject to tax on dividends on the JWG Shares.

Other holders of JWG Shares within the charge to corporation tax will not be subject to tax ondividends on JWG Shares so long as the dividends fall within an exempt class and certain conditionsare met. In general: (i) dividends paid on non-redeemable shares that do not carry any present orfuture preferential rights to dividends or to the payer’s assets on its winding-up, and (ii) dividends paidto a person holding less than 10 per cent. of the issued share capital of the payer (or any class of thatshare capital in respect of which the distribution is made) and who is entitled to less than 10 per cent.of the profits available for distribution and would be entitled to less than 10 per cent. of the assetsavailable for distribution on a winding-up, are examples of dividends that fall within an exempt class.

1.2 Chargeable gains

Individuals

A disposal or deemed disposal of JWG Shares may give rise to a chargeable gain (or allowable loss)for the purposes of UK capital gains tax, depending on the circumstances and subject to any availableexemption or relief. No indexation allowance will be available to an individual JWG Shareholder inrespect of any disposal of JWG Shares. However, the capital gains tax annual exemption (which is£11,300 for individuals in the 2017/18 tax year) will be available to exempt any chargeable gain, to theextent it has not already been utilised by the individual JWG Shareholder.

Capital gains tax will generally be charged at 10 per cent. to the extent that the total chargeable gainsand, generally, total taxable income arising in a tax year, after all allowable deductions (includinglosses, the income tax personal allowance and the capital gains tax annual exempt amount), are lessthan the upper limit of the income tax basic rate band. To the extent that any chargeable gains (or partof any chargeable gains) arising in a tax year exceed the upper limit of the income tax basic rate bandwhen aggregated with any such income (in the manner referred to above), capital gains tax will becharged at 20 per cent.

Companies

A disposal or deemed disposal of JWG Shares may give rise to a chargeable gain (or allowable loss)for the purposes of UK corporation tax (the current rate of which is 19 per cent), depending on thecircumstances and subject to any available exemption or relief. Indexation allowance may reduce theamount of any chargeable gain for these purposes by increasing the chargeable gains base cost ofthe asset in accordance with the rise in the retail prices index, but may not create or increase anyallowable loss.

1.3 Stamp duty and SDRT

The following statements are intended as a general guide to the current UK stamp duty and SDRTposition, and apply regardless of whether or not a holder of JWG Shares is resident in the UK. It

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should be noted that certain categories of person, including market makers, brokers, dealers, andother specified market intermediaries, are entitled to exemption from stamp duty and SDRT in respectof purchases of securities in specified circumstances.

A sale of JWG Shares will generally be subject to UK stamp duty (if the shares are held in certificatedform) or SDRT (if the sale is settled electronically through the UK’s CREST system of paperlesstransfers), in either case at the rate of 0.5 per cent. of the amount or value of the consideration paidfor the shares.

Any stamp duty payable (as opposed to SDRT) is rounded up to the nearest £5. No stamp duty (asopposed to SDRT) will be payable if the amount or value of the consideration is (and is certified on theinstrument of transfer to be) £1,000 or under and the transfer does not form part of a largertransaction, or series of transactions, where the aggregate consideration exceeds £1,000. Stamp dutyor SDRT is usually paid or borne by the purchaser.

Stamp duty or SDRT may be charged at the higher rate of 1.5 per cent. on transfers of JWG Sharesinto a clearance system or a depositary receipt system.

A sale of JWG Shares within a clearance service which has not made and maintained a relevantelection under section 97A(1) of the Finance Act 1986 will not give rise to an SDRT liability and shouldnot in practice require the payment of UK stamp duty.

2. US TAXATION

The following summary describes material US federal income tax consequences for a US Holder (asdefined below) of owning and disposing of New JWG Shares. This summary deals only with USHolders that will hold New JWG Shares as capital assets for US federal income tax purposes, anddoes not purport to deal with all US federal income tax considerations that may be relevant to aparticular investor. In particular, this summary does not address the tax consequences that may beapplicable to persons in special tax situations, including, without limitation, banks, financial institutions,regulated investment companies, partnerships (and partners in a partnership) or other pass-throughentities, dealers, traders who elect to use a mark-to-market method of accounting, insurancecompanies, investors who hold JWG Shares as part of a hedge, straddle, conversion, integratedtransaction or other risk-reduction transaction, tax-exempt entities, including individual retirementaccounts, persons liable for the alternative minimum tax, investors who have a “functional currency”other than the US dollar, US expatriates or investors who own or are treated as owning 10 per cent. ormore of the voting shares of JWG. This discussion does not address the tax consequences to USHolders of owning or disposing of shares under any US federal estate or gift, US state or local, foreignor other tax laws. This discussion also does not address the tax consequence to US Holders of theCombination or of exchanging Amec Foster Wheeler Shares for New JWG Shares in the Combination,which will be discussed in the Scheme Document.

For purposes of this discussion, you will be a “US Holder” if you are the beneficial owner of a share ofcommon stock and you are an individual who is a citizen or resident of the United States, a USdomestic corporation or otherwise subject to US federal income tax on a net income basis withrespect to income from JWG Shares.

This summary is based on the US Internal Revenue Code of 1986, as amended (the “Code”), itslegislative history, final, temporary and proposed regulations promulgated thereunder, administrativepronouncements and judicial decisions, all as currently in effect. These authorities are subject tochange, possibly on a retroactive basis, and could result in US federal income tax consequencesdifferent from those discussed below.

You should consult your own tax advisors concerning the US federal, state, local, foreign and othertax consequences of acquiring, owning and disposing of shares in light of your particularcircumstances.

2.1 Taxation of dividends

The gross amount of cash distributions paid with respect to JWG Shares generally will be treated asdividends to the extent such distribution is actually or constructively paid out of JWG’s current oraccumulated earnings and profits (as determined under US federal income tax principles). BecauseJWG does not maintain calculations of JWG’s earnings and profits under US federal income taxprinciples, it is expected that distributions generally will be reported to US Holders as dividends.

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The dividends will be treated as foreign source income and will not be eligible for the dividends-received deduction generally available to US corporations.

Any distributions paid in Pounds Sterling will be included in your income in a US dollar amountcalculated by reference to the spot rate of exchange in effect on the date of your receipt of thedividend, regardless of whether the payment is in fact converted into US dollars on such date. If sucha dividend is converted into US dollars on the date of receipt, you generally should not be required torecognise foreign currency gain or loss in respect of the dividend income. If such a dividend is notconverted into US dollars on the date of receipt, you generally will have a basis in the pounds sterlingequal to its US dollar value on that date. You generally will be required to recognise foreign currencygain or loss realised on a subsequent conversion or other disposition of such currency, which will betreated as US-source ordinary income or loss. You should consult your own tax advisors regarding thetreatment of foreign currency gain or loss, if any, on any pounds sterling received that are convertedinto US dollars on a date subsequent to receipt.

Dividends received by certain non-corporate US Holders will generally be subject to taxation atreduced rates if the dividends are “qualified dividends.” Dividends paid on JWG Shares will bequalified dividends: if (i) JWG was not, in the year prior to the year in which the dividend payment wasmade, and are not, in the year in which the dividend payment is made, a passive foreign investmentcompany (“PFIC”); (ii) JWG is eligible for the benefits of a comprehensive income tax treaty with theUnited States that the Internal Revenue Service (the “IRS”) has approved for purposes of the qualifieddividend rules. JWG expects to be eligible for the benefits of the comprehensive income tax treatybetween the United States and the United Kingdom (which has been approved by the IRS for thepurpose of the qualified dividend rules); and (iii) the US Holder has met certain holding periodrequirements. Based on JWG’s income, assets and activities, JWG believes that it was not a PFIC in2016 and, based on both its income, assets and activities and its unerstanding of Amec FosterWheeler's income, assets and activities, does not anticipate becoming a PFIC in 2017 or in theforeseeable future. Accordingly, JWG expects that the dividends received by non-corporateUS holders will generally be subject to taxation at a lower rate than other ordinary income. IfJWG were to be a PFIC, for any taxable year during which a US Holder holds JWG Shares, severaladverse US federal income tax consequences (including, but not limited to, the treatment of dividendsreceived by non-corporate US Holders as other than qualified dividends) could apply. The remainingdiscussions assume that JWG was not a PFIC for 2016 and is not a PFIC for 2017 or the foreseeablefuture.

2.2 Taxation on sale, exchange or other disposition

Upon a sale, exchange or other taxable disposition of JWG Shares, you will generally recognisecapital gain or loss for US federal income tax purposes in an amount equal to the difference betweenthe US dollar value of the amount realised on the disposition and your adjusted tax basis in the sharesas determined in US dollars. Such gain or loss generally will be US source gain or loss, and will belong-term capital gain or loss if you have held the JWG Shares for more than one year. Certain non-corporate US Holders may be eligible for preferential rates of US federal income tax in respect of netlong-term capital gains. The deductibility of capital losses is subject to limitations.

The amount realised on a sale or other taxable disposition of JWG Shares for an amount in foreigncurrency will be the US dollar value of this amount on the date of sale or disposition. On thesettlement date, you will recognise US-source foreign currency gain or loss (taxable as ordinaryincome or loss) equal to the difference (if any) between the US dollar value of the amount receivedbased on the exchange rates in effect on the date of sale or other disposition and the settlement date.However, in the case of shares traded on an established securities market that are sold by a cashbasis US Holder (or an accrual basis US Holder that so elects), the amount realised will be based onthe exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will berecognised at that time.

Information on determining your basis in New JWG Shares received in exchange for Amec FosterWheeler Shares in the Combination will be provided in the Scheme Document. Your basis in anyJWG Shares you purchase for cash will generally equal the US dollar cost of the shares to you.The US dollar cost of shares purchased with foreign currency will generally be the US dollar value ofthe purchase price on the date of purchase, or the settlement date for the purchase in the case ofshares traded on an established securities market that are purchased by a cash basis US Holder (oran accrual basis US Holder that so elects).

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2.3 Medicare Net Investment Tax

Certain persons who are individuals (other than nonresident aliens), estates or trusts are required topay an additional 3.8 per cent. tax on the lesser of (a) their “net investment income” (in the case ofindividuals) or “undistributed net investment income” (in the case of estates and trusts) (whichincludes dividend income in respect of, and gain recognised on the disposition of, JWG Shares) forthe relevant taxable year and (b) the excess of their modified adjusted gross income (in the case ofindividuals) or adjusted gross income (in the case of estates and trusts) for the taxable year overspecified dollar amounts. You should consult your tax advisor regarding the applicability of thisprovision to your ownership of JWG Shares.

2.4 US information reporting and backup withholding

Dividend payments and proceeds from the sale or other disposition of JWG Shares may be subject tothe information reporting requirements of the Code and may be subject to backup withholding unlessyou (i) establish that you are a corporation or other exempt holder or (ii) timely provide an accuratetaxpayer identification number on a properly completed IRS Form W-9 and certify that no loss ofexemption from backup withholding has occurred. Backup withholding is not an additional tax. Theamount of any backup withholding from a payment to you will be allowed as a credit against yourUS federal income tax liability and may entitle you to a refund, provided that certain requiredinformation is furnished to the IRS.

2.5 Information with respect to foreign financial assets

Individuals that own “specified foreign financial assets” with an aggregate value in excess ofUS$50,000 are generally required to file information reports with respect to such assets with theirUS federal income tax returns. Depending on the individual’s circumstances, higher thresholdamounts may apply. Specified foreign financial assets include any financial accounts maintained byforeign financial institutions, as well as any of the following, but only if they are not held in accountsmaintained by financial institutions: (i) stocks and securities issued by non-US persons; (ii) financialinstruments and contracts held for investment that have non-US issuers or counterparties; and(iii) interests in non-US entities. If you are subject to this information reporting regime, your failure tofile information reports may subject you to penalties. You are urged to consult your own tax advisorregarding your obligations to file information reports with respect to JWG Shares.

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PART XVDIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE

1. JWG DIRECTORS AND THE JWG SENIOR MANAGEMENT

1.1 The JWG Board

The following table lists the names and positions of the Current JWG Directors, as well as the date oftheir initial appointment as directors of JWG.

JWG DIRECTORS

Name PositionDate appointed as aJWG Director

Ian Marchant . . . . . . . . . . . . . . . Chair 19 May 2006(A)

Robin Watson . . . . . . . . . . . . . . Chief Executive 1 January 2013(B)

David Kemp . . . . . . . . . . . . . . . Chief Financial Officer 13 May 2015

Jann Brown . . . . . . . . . . . . . . . . Non-executive Director and SeniorIndependent Director

15 May 2014

Thomas Botts . . . . . . . . . . . . . . Non-executive Director 8 January 2013

Jacqui Ferguson . . . . . . . . . . . . Non-executive Director 1 December 2016

Mary Shafer-Malicki . . . . . . . . . . Non-executive Director 1 June 2012

Jeremy Wilson . . . . . . . . . . . . . . Non-executive Director 1 August 2011

Richard Howson . . . . . . . . . . . . Non-executive Director 12 May 2016

(A) Ian Marchant was appointed as JWG Chair on 14 May 2014.

(B) Robin Watson was appointed as the chief executive of JWG on 1 January 2016.

The business address of the Current JWG Directors is 15 Justice Mill Lane, Aberdeen AB11 6EQ.

1.2 Details of Current JWG Directors

Details of the Current JWG Directors and their roles, including the principal activities performed bysuch directors outside the Wood Group and its joint arrangements, are provided below.

Ian MarchantChair

Ian Marchant was appointed in 2006 and has been the JWG Chair since 2014. Ian is currently adirector of Nova Innovation Ltd, the tidal energy company, non-executive director of Aggreko plc,chairman of the Maggie Keswick Jencks Cancer Caring Centres Trust and honorary president of theRoyal Zoological Society of Scotland. Until December 2015, he was chair of Infinis Energy plc andwas president of the Energy Institute. He was chief executive of SSE plc, a leading UK energy utilitycompany, for over ten years until he stepped down in mid-2013.

Robin WatsonChief Executive

Robin Watson was appointed as a JWG director in 2013 and has held the position of chief executiveat JWG since January 2016. He was formerly chief operating officer of JWG, CEO of Wood GroupPSN and managing director of Wood Group PSN in the UK, having joined JWG in 2010. Prior tojoining JWG, Robin served in a variety of leadership and management positions with Petrofac andMobil. He served as non-executive director of Oil & Gas UK, the Oil & Gas UK Contractors Counciland the Scottish Business Board. Robin was on the UK industry's step change in safety leadership

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team and co-chair of the human factors work stream. Robin is a fellow of the IMechE and the EnergyInstitute and visiting professor at the Robert Gordon University.

David KempChief Financial Officer

David Kemp was appointed as CFO of JWG in May 2015. He was previously the CFO of Wood GroupPSN, having joined JWG in 2013. Prior to joining JWG, David served in executive roles at Trap OilGroup plc, Technip SA, Simmons & Company International Limited, and Hess Corporation, workingacross Finance, M&A and Operations. He is a member of the Institute of Chartered Accountants ofScotland.

Jann BrownNon-executive Director and Senior Independent Director

Jann Brown was appointed as a JWG Non-executive Director in 2014 and became senior independentdirector in May 2016. She is a former president of the Institute of Chartered Accountants of Scotlandand currently audit committee chair of Troy Income and Growth Trust plc and of the Scottish Ballet.She spent her career in the accounting profession before moving into the oil industry, latterly asmanaging director and CFO of Cairn Energy PLC.

Thomas BottsNon-executive Director

Thomas Botts was appointed as a JWG Non-executive Director in 2013. He is a non-executivedirector of EnPro Industries and is also co-chair of the Governor’s Task Force at the University ofWyoming, a director of the University of Wyoming Foundation and is a long-standing member of theSociety of Petroleum Engineers. He was formerly with Shell for 35 years, latterly as global head ofShell’s manufacturing business.

Jacqui FergusonNon-executive Director

Jacqui Ferguson was appointed as a JWG Non-executive Director in 2016. She was previously seniorvice president and general manager of Hewlett Packard Enterprise Services in the UK and Ireland andMiddle East, Mediterranean and Africa. She was also the vice president and Chief of Staff to the CEOof Hewlett Packard from March 2012 to 2014, when she took up her new role at Hewlett Packard.Prior to this she held a number of senior roles within the technology sector in Europe, the Middle East,Africa, Asia and North America. Currently she is public services chair at the Confederation of BritishIndustry and a board member of the Tech Partnership.

Mary Shafer-MalickiNon-executive Director

Mary Shafer-Malicki was appointed as a JWG Non-executive Director in 2012. She is currently a non-executive director of McDermott International, Inc. and is a member of industry councils at OklahomaState University and the University of Wyoming. She worked for Amoco and BP for 26 years, latterlyas senior vice president and CEO for BP Angola, with previous appointments in Vietnam, Aberdeen,the Netherlands and the US, principally in upstream activities.

Jeremy WilsonNon-executive Director

Jeremy Wilson was appointed as a JWG Non-executive Director in 2011. He is also a non-executivedirector of, and effective from 26 April 2017, is Senior Independent Director of Tullow Oil plc and chairof The Lakeland Climbing Centre. He spent his career at J.P. Morgan, which he joined in 1987, untilretiring in October 2013. He held a series of senior level positions there, including head of theEuropean M&A Group, global co-head of the Natural Resources and Diversified Industrials Group, andlatterly vice chair of the Energy Group.

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Richard HowsonNon-executive Director

Richard Howson was appointed as a JWG Non-executive Director in 2016. He has also been CEO ofCarillion plc (“Carillion”) since January 2012. He served as Carillion’s chief operating officer fromSeptember 2010 to 31 December 2011, having been appointed to its board in December 2009 as anexecutive director. Richard is a fellow of the Institution of Civil Engineers.

1.3 Details of the JWG Senior Management

Sue MacDonaldExecutive President of People & Organisation

Sue MacDonald is responsible for developing and delivering JWG’s human resources strategy. Shejoined JWG in November 2010 as Human Resources director for Production Facilities and wasseconded to lead the integration team for the acquisition of PSN. She was appointed HumanResources director for the combined Wood Group PSN business in 2011 and as JWG’s head ofHuman Resources in 2013. Sue joined JWG from Marathon where she was head of HumanResources for the global upstream business, based in Houston.

Bob MacDonaldCEO of Specialist Technical Solutions

Bob MacDonald joined JWG in 2003. He was appointed as CEO of Specialist Technical Solutions in2016 on the reorganisation of JWG, having previously been appointed CEO of Wood Group Kenny in2015.

Bob has held a variety of management and leadership roles in the subsea industry.

Michele McNicholExecutive President of Integration

Michele McNichol was appointed Executive President of Integration in April 2017. Michele previouslyserved as CEO of Asset Life Cycle Solutions (West) and CEO of Wood Group Mustang.

Michele joined JWG in 2001 and has served a variety of roles including president of the upstreambusiness unit and regional director for the Americas.

Nina SchofieldExecutive President HSSEA

Nina was appointed as Executive President of HSSEA in July 2016 having previously been grouphead of HSSE. She joined JWG in 2014 from Amec Foster Wheeler, where she was the group HSSEdirector.

Nina is a member of JWG’s Safety and Assurance Committee.

Andrew StewartCEO Asset Life Cycle Solutions (West)

Andrew Stewart was appointed CEO of the Asset Life Cycle Solutions business in the Western regionin 2017. Andrew joined the Wood Group in 2009 and has held a number of positions, most recently aspresident of Construction, Maintenance and Operations, ALCS (West).

Dave StewartCEO of Asset Life Cycle Solutions (East)

Dave Stewart became CEO of Asset Life Cycle Solutions (East) in July 2016, having previouslyserved as CEO of Wood Group PSN. He was previously the UK managing director for WoodGroup PSN.

He is also a board trustee member for Oil & Gas UK and plays a key role in industry bodies such asthe Helicopter Task Group.

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Steve WaymanExecutive President of Strategy and Development

Steve Wayman was appointed as Executive President of Strategy and Development in July 2016. Hehas held a number of roles within JWG, most recently as CEO of Wood Group Kenny, a position hewas appointed to in 2003.

1.4 JWG Proposed Directors

In addition to the Current JWG Directors, as at the Effective Date, the JWG Proposed Directors(Ian McHoul, Linda Adamany and Roy Franklin) will become directors of JWG. Roy Franklin will jointhe board of the Combined Group as Deputy Chair and Senior Independent Director.

The following table sets out information relating to each of the JWG Proposed Directors as at the dateof this document:

JWG PROPOSED DIRECTORS

NameCurrent position at Amec FosterWheeler

Ian McHoul . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Financial Officer

Linda Adamany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-executive Director

Roy Franklin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-executive Director

1.5 Details of JWG Proposed Directors

Details of the JWG Proposed Directors and their roles are provided below.

Ian McHoulChief Financial Officer at Amec Foster Wheeler

Ian was appointed as CFO of Amec Foster Wheeler on 8 September 2008 and served as interim CEOfrom 17 January 2016 to 1 June 2016. Ian qualified as a Chartered Accountant with KPMG in 1984.From 1998 to 2008, he was employed by Scottish & Newcastle plc, first as Finance Director ofScottish Courage and later as Group Finance Director of Scottish & Newcastle plc. He served asFinance & Strategy Director of Inntrepreneur Pub Company Limited from 1995 to 1998. Between 1985and 1995, Ian was employed in various positions for Foster’s Brewing Group, including as GeneralManager, Strategy. Prior to that, he was employed by KPMG from 1981 to 1985. Ian holds a BSc inMathematics from the University of Bristol.

Ian has been an independent non-executive director of Britvic plc since March 2014 and was a non-executive director of Premier Foods plc from July 2004 to April 2013.

Linda AdamanyNon-executive Director of Amec Foster Wheeler

Linda was appointed as a non-executive director of Amec Foster Wheeler on 1 October 2012. Prior tojoining Amec Foster Wheeler, Linda was a non-executive director of National Grid plc from 2006 to2012 and a member of their audit, nominations and safety, environment and health committees. Lindahas over 40 years’ business experience, with 27 years in the international energy sector. Between1980 and 2007 Linda held a number of executive positions at BP plc in the United Kingdom and theUnited States. During that time, she held various executive roles for BP in refining and marketing,exploration and production and petrochemicals, including as CEO of BP Shipping and Group VicePresident and Commercial Director, BP Refining & Marketing. In March 2013, Linda was appointed asa non-executive director of Coeur Mining, Inc., a US based, NYSE listed primary silver producer,where she serves as chairman of the audit committee and is a member of the environment, health,safety and social responsibility committee. In March 2014, Linda was also appointed to the board ofdirectors of Leucadia National Corporation, a US based, NYSE listed, diversified holding companyengaged through its consolidated subsidiaries in a variety of businesses, where she is a member ofthe audit and the nominating and corporate governance committees. Linda is a qualified accountant(CPA) with a BSc in Business Administration from John Carroll University, Ohio, and has also

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undertaken post graduate, non-degree executive programmes at Harvard, Cambridge and Tsinghuauniversities.

Roy FranklinNon-executive Director of Amec Foster Wheeler

Roy has more than 40 years’ experience as an executive in the oil and gas industry. He spent18 years at BP, latterly as Head of M&A, BP Exploration, after which he was Group MD of ClydePetroleum and then CEO of Paladin Resources until its acquisition by Talisman Energy in 2005. Sincethen Roy has served on a number of international energy boards in non-executive roles, and untilrecently, was chairman of the Keller Group plc.

Roy is currently deputy chairman of Statoil ASA and a non-executive director of Santos Ltd. He is alsochairman of privately-owned Cuadrilla Resources Holdings Ltd, and a member of the advisory boardof Kerogen Capital LLC.

1.6 Directorships and partnerships(6)

The details of those companies and partnerships outside the Wood Group and its joint arrangementsof which the Current JWG Directors and the JWG Senior Management are, or have been at any timeduring the previous five years prior to the date of this Prospectus, members of the administrative,management or supervisory bodies or partners are as follows:

Name Current positions Former positions

The JWG DirectorsIan Marchant . . . . . . . Aggreko plc

Dunelm Energy LimitedNova Innovation LtdThe Maggie Keswick JencksCancer Caring Centres Trust

Cyberhawk Innovations LimitedInfinis Energy LimitedSSE plcSSE Services plc

Robin Watson . . . . . . — Northern Integrated ServicesLimitedOil & Gas UK

David Kemp . . . . . . . SCDI North East Jersey Oil and Gas PlcTrap Exploration (UK) LimitedTrap Oil & Gas LimitedTrap Petroleum Limited

Jann Brown . . . . . . . . Magna New Ventures LimitedScottish BalletTroy Income & Growth Trust plc

Alba Resources (Holdings) LimitedAlba Resources LimitedBanchory Exploration LimitedCairn Energy Birganj LimitedCairn Energy Dhangari LimitedCairn Energy Exploration andProduction Company LimitedCairn India LimitedCairn Energy Karnali LimitedCairn Energy Lumbini LimitedCairn Energy Malangawa LimitedCairn Energy Nepal HoldingsLimitedCairn Energy PlcCairn Exploration (No. 1) LimitedCairn Resources (2002) PlcCairn UK Holdings LimitedCapricorn Atammik LimitedCapricorn Energy LimitedCapricorn Energy Search LimitedCapricorn Exploration and

(6) The table only includes references to commercial, profit-making companies and partnerships. It does not include positionsheld in charitable, non-profit or voluntary initiatives, industry associations, professional bodies, educational institutions andinterest groups.

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Development Company LimitedCapricorn Exploration LimitedCapricorn Greenland Exploration 1LimitedCapricorn Greenland Exploration 2LimitedCapricorn Greenland Exploration 3LimitedCapricorn Greenland Exploration 4LimitedCapricorn Greenland Exploration 5LimitedCapricorn Greenland Exploration 6LimitedCapricorn Greenland Exploration 7LimitedCapricorn Greenland Exploration 8LimitedCapricorn Greenland Exploration 9LimitedCapricorn Greenland Exploration 10LimitedCapricorn Ireland LimitedCapricorn Lady Franklin LimitedCapricorn Malta LimitedCapricorn Mauritania LimitedCapricorn Oil and Gas LimitedCapricorn Oil LimitedCapricorn Petroleum LimitedCapricorn Resources ManagementLimitedCapricorn Senegal LimitedCapricorn Spain LimitedCCAB LimitedDyas Mariner LimitedFirst Mariner LimitedHansen Transmissions InternationalNVMagna Energy LimitedMedoil PlcMedoil Resources LimitedMountwest 560 LimitedMountwest 561 LimitedMountwest 562 LimitedNautical Holdings LimitedNautical Petroleum LimitedOrion Albania LimitedPlectrum Oil & Gas LimitedPlectrum Oil LimitedUAH Limited

Thomas Botts . . . . . . Botts Holdings LLCEnPro Industries IncUniversity of Wyoming Foundation

—

Jacqui Ferguson . . . . F&F Holdings Limited EDS Finance LimitedEntserv UK LimitedEnterprise Services Defence andSecurity UK LimitedEnterprise Services InformationSecurity UK LimitedES Field Delivery UK LimitedSpiritguide LimitedSpiritmodel Limited

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Mary Shafer-Malicki . . McDermott International Inc Ausenco Global Services LimitedAusenco Global Solutions LLPAusenco Limited

Jeremy Wilson . . . . . . The Lakeland Climbing FoundationThe Lakeland Climbing CentreLimitedStorrs Park Advisers LtdTullow Oil Plc

—

Richard Howson . . . . . 1st Insulation Partners LimitedA.F.R LimitedCarillion (AM) LimitedCarillion (AMBS) LimitedCarillion (Aspire Services) LimitedCarillion AM Developments LimitedCarillion AM Government LimitedCarillion Aqumen ManagementServices LimitedCarillion Asset Management LimitedCarillion Capital Projects LimitedCarillion Construction LimitedCarillion Energy Services LimitedCarillion Energy Services ScotlandLimitedCarillion Heating Services LimitedCarillion Home Services LimitedCarillion Integrated Services LimitedCarillion JM LimitedCarillion LGS LimitedCarillion Mena LimitedCarillion plcCarillion Private Finance(Education) 2012 LimitedCarillion Private Finance(Education) 2015 LimitedCarillion Private Finance(Education) 2016 LimitedCarillion Private Finance (Health)2013 LimitedCarillion Private Finance (Health)2015 LimitedCarillion Private Finance (Secure)LimitedCarillion Private Finance (Transport)LimitedCarillion Private Finance LimitedCarillion Professional ServicesLimitedCarillion Project InvestmentsLimitedCarillion Property Services LimitedCarillion Services 2006 LimitedCarillion Services LimitedCarillion Utility Services LimitedCarillion Utility Services S.E.LimitedCultural Community SolutionsLimitedDudley Bower Group plcE.J. Horrocks LimitedEAGA Energy Solutions LimitedGeorge Howe LimitedPlanned Maintenance Engineering

BSF Newco LimitedDebind International (UK) Ltd.EAGA Heating LimitedEAGA Renewables LimitedHorrocks Group plcInfrastructure Investments(Defence) LimitedInfrastructure Investments (Health)LimitedNationbrook LimitedPermarock Products LimitedProtocol CommunicationsManagement LimitedRenewable Clean Energy Limited

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LimitedPME Partnerships LimitedPME Technical Services LimitedR.G. Francis LimitedSovereign Consultancy ServicesLimitedSovereign Hospital Services LimitedStiell Inframan LimitedTPS Consult LimitedWarmsure Limited

The JWG SeniorManagementSue MacDonald . . . . . — —

Bob MacDonald . . . . . Society for Underwater Technology —

Michele McNichol . . . . — —

Nina Schofield . . . . . . — —

Andrew Stewart . . . . . Energy Logistics Inc. Wood Group Production Facilities(Malaysia) Sdn. Bhd.

Dave Stewart . . . . . . . — Sulzer Wood Limited

Steve Wayman . . . . . — —

1.7 Confirmations

There are no family relationships between any of the JWG Directors, between any of the Current JWGSenior Management or between any of the Current JWG Directors and the JWG Senior Management.

There is no family relationship between Sue MacDonald (Executive President of People &Organisation) and Bob MacDonald (CEO of Specialist Technical Solutions). There is also no familyrelationship between Dave Stewart (CEO of Asset Life Cycle Solutions - East) and Andrew Stewart(CEO of Asset Life Cycle Solutions - West).

None of the Current JWG Directors or the JWG Senior Management in the five years prior to the dateof this Prospectus:

• has had any convictions in relation to fraudulent offences;

• in their capacity as member of administrative, management and supervisory bodies or as seniormanagers, has been associated with any bankruptcies, receiverships or liquidations;

• has been subject to any official public incrimination and/or sanctions by statutory or regulatoryauthorities (including, where relevant, designated professional bodies); or

• has been disqualified by a court from acting as a member of the administrative, management orsupervisory bodies of, or from acting in the management or conduct of the affairs of, an issuer(as defined in the Prospectus Rules).

2. INTERESTS OF THE CURRENT JWG DIRECTORS, JWG PROPOSED DIRECTORS ANDTHE JWG SENIOR MANAGEMENT IN JWG SHARES

The total interests of the Current JWG Directors, JWG Proposed Directors and the JWG SeniorManagement in the JWG Shares as at the Latest Practicable Date are set out in the following table.

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2.1 Total interests in JWG Shares

Total interests of the Current JWG Directors, JWG Proposed Directors and the JWG SeniorManagement in JWG Shares (as at the Latest Practicable Date and immediately following Admission)are set out in the following table:

Interests inJWG Shares asat the LatestPracticable

Date

per cent.of issued

ordinary sharecapital as atthe LatestPracticable

Date

per cent.of issuedordinary

share capitalimmediately

followingAdmission

Current JWG DirectorsIan Marchant . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,777 0.00594 0.00003Robin Watson . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,155 0.03919 0.00022David Kemp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,267 0.00059 —Jann Brown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,382 0.00297 0.00002Thomas Botts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,500 0.00222 0.00001Jacqui Ferguson . . . . . . . . . . . . . . . . . . . . . . . . . . 0)0— 0)0— —Mary Shafer-Malicki . . . . . . . . . . . . . . . . . . . . . . . . 3,450 0.00090 0.00001Jeremy Wilson . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 0.00261 0.00001Richard Howson . . . . . . . . . . . . . . . . . . . . . . . . . . 0)0— 0)0— —TOTAL: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,531 0.05442 0.00031

JWG Senior ManagementSue MacDonald . . . . . . . . . . . . . . . . . . . . . . . . . . 4,325 0.00113 0.00001Bob MacDonald . . . . . . . . . . . . . . . . . . . . . . . . . . 2,929 0.00076 —Michele McNichol . . . . . . . . . . . . . . . . . . . . . . . . . 18,490 0.00483 0.00003Nina Schofield . . . . . . . . . . . . . . . . . . . . . . . . . . . 900 0.00024 —Andrew Stewart . . . . . . . . . . . . . . . . . . . . . . . . . . 20,084 0.00524 0.00003Dave Stewart . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,081 0.00315 0.00002Steve Wayman . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,624 0.02704 0.00015TOTAL: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,433 0.04239 0.00024

JWG Proposed DirectorsIan McHoul . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0)0— 0)0— 0.00036Linda Adamany . . . . . . . . . . . . . . . . . . . . . . . . . . . 0)0— 0)0— —Roy Franklin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0)0— 0)0— —TOTAL: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0)0— 0)0— 0.00036

This table does not take account of any outstanding awards or options over JWG Shares granted tothe JWG Directors and the JWG Senior Management which are detailed at paragraph 2.2 of thisPart XV.

2.2 Awards granted to the Current JWG Directors and the JWG Senior Management

As at the Latest Practicable Date, the Current JWG Directors and the members of the JWG SeniorManagement had the outstanding awards over JWG Shares set out in the following table:

AWARDS GRANTED TO THE CURRENT JWG DIRECTORS AND THE JWG SENIORMANAGEMENT (AS AT THE LATEST PRACTICABLE DATE)

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JWG Share Plan(1)

Number ofJWG Sharesover whichawards areoutstanding

JWG DirectorsRobin Watson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTIP

LTPABP

9,309432,81265,271

David Kemp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTPLTRPABP

230,05820,00039,661

JWG Senior ManagementSue MacDonald . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTIP

LTPABP

3,265142,68922,819

Bob MacDonald . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTPABP

130,87711,732

Michele McNichol . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTIPLTPABP

1,517219,29826,769

Nina Schofield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTPABP

182,19220,091

Andrew Stewart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTPABP

147,78013,800

Dave Stewart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTPABP

189,15118,422

Steve Wayman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LTPABP

160,08715,182

(1) The vesting of a certain number of JWG Shares under these JWG Share Plans are subject to performanceconditions.

3. REMUNERATION AND PENSIONS

3.1 Remuneration policy

The remuneration policy of JWG is set out on pages 47-55 of the JWG 2016 Annual Report andAccounts, which are incorporated by reference into this Prospectus as set out in paragraph 19 ofPart XVI (Additional information) and available for inspection as set out in paragraph 18 of Part XVI(Additional information). The Current JWG Directors have been compensated in accordance with thisremuneration policy since 10 May 2017 and the policy will remain effective until the 2020 AGM, unlessa further policy is proposed by JWG and approved by the JWG Shareholders in the meantime.

3.2 Total remuneration for the Current JWG Directors

The remuneration of the Current JWG Directors for the financial year ended 31 December 2016 is setout in the table below.

DirectorSalary/Fees

Taxablebenefits Bonus[A]

Long termincentive[B]

Pension-related

benefits[C] Total£’000 £’000 £’000 £’000 £’000 £’000

Robin Watson . . . . . . . . . . . . . . . . . . 600 14 320 156 90 1,180David Kemp . . . . . . . . . . . . . . . . . . . 390 14 208 80 59 751Ian Marchant . . . . . . . . . . . . . . . . . . 275 0)0— 0)0— 0)0— 0)0— 275Jann Brown . . . . . . . . . . . . . . . . . . . 64 0)0— 0)0— 0)0— 0)0— 64Thomas Botts . . . . . . . . . . . . . . . . . . 61 0)0— 0)0— 0)0— 0)0— 61Jacqui Ferguson[D] . . . . . . . . . . . . . . . 5 0)0— 0)0— 0)0— 0)0— 5Mary Shafer-Malicki . . . . . . . . . . . . . . 56 0)0— 0)0— 0)0— 0)0— 56Jeremy Wilson . . . . . . . . . . . . . . . . . 59 0)0— 0)0— 0)0— 0)0— 59Richard Howson[E] . . . . . . . . . . . . . . . 35 0)0— 0)0— 0)0— 0)0— 35David Woodward[F] . . . . . . . . . . . . . . 24 0)0— 0)0— 0)0— 0)0— 24[A] Bonus awarded in relation to the year ended 31 December 2016, inclusive of all amounts subject to further deferral.

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[B] The value of long term incentives which vested in respect of performance periods ending during the year ended31 December 2016, inclusive of all amounts subject to further deferral. The figures have been calculated using thenumber of share options that vested multiplied by the closing mid-market share price on 30 December 2016 of£8.760. LTP performance periods commencing in 2013 onwards accrue dividends from the commencement of theperformance period, which are paid as additional share options; 80 per cent. is paid following the end of theperformance period and 20 per cent. deferred for two years. The deferred element may continue to attract dividendswhich will be reported in the period in which they are received. The figure in the table includes dividends accrued to31 December 2016.

[C] Pension figure reflects cash value of defined contribution pension contribution or cash alternative.[D] Jacqui Ferguson was appointed to the JWG Board on 1 December 2016; fees shown are pro-rated from this date.[E] Richard Howson was appointed to the JWG Board on 12 May 2016; fees shown are pro-rated from this date.[F] David Woodward is not a Current JWG Director but retired from the JWG Board at the AGM on 11 May 2016. His

fee is pro-rated to this date.

3.3 Total remuneration for the Current JWG Directors and the JWG Senior Management

The aggregate remuneration paid (including salary, other benefits and share-based payments) to theCurrent JWG Directors (including David Woodward, for these purposes) and the JWG SeniorManagement by the Wood Group for services in all capacities to it in respect of the year ended31 December 2016 was £5.6 million (inclusive of cash payments made in lieu of pensioncontributions).

3.4 Pension entitlements

The aggregate amounts set aside or accrued by the Wood Group to provide pension, retirement orsimilar benefits for the JWG Directors and the JWG Senior Management Team for the year ended31 December 2016 was £167,000. An additional £148,000 has been set aside for payments in relationto pension cap payments where members of the JWG Senior Management Team have elected for apayment in lieu of pension contributions in excess of HMRC’s annual allowance. This additionalamount is included in total remuneration referred to in paragraph 3.3 of this Part above.

3.5 JWG Directors’ emoluments

It is intended that the remuneration arrangements for the JWG Executive Directors will be reviewedand, as appropriate, adjusted by the Remuneration Committee of the Combined Group following theEffective Date, in order to ensure that they reflect the increased scale and complexity of the combinedbusiness and the resultant impact on the role and responsibilities of the executive directors. Fulldetails will be set out in the Combined Group’s 2017 remuneration report.

4. SERVICE CONTRACTS AND LETTERS OF APPOINTMENT

4.1 Details of JWG Executive Directors’ service contracts

Expiration of current term of office

The JWG Executive Directors’ employment contracts (the “Service Contracts”) have an indefiniteterm. In line with the JWG Articles of Association and the UK Corporate Governance Code, each ofthe JWG Executive Directors retired at the 2017 AGM and were reappointed by the JWGShareholders.

Notice periods

The Service Contracts can be ended by either the JWG Executive Director or the employer giving theother at least 12 months’ written notice of termination. Notice of termination can be served any timeafter the JWG Executive Director has been appointed.

Outstanding entitlements

The employer can, in its absolute discretion, elect to terminate a Service Contract immediately bymaking a payment in lieu of the notice period of an amount equivalent to the JWG Executive Director’sbasic salary for the notice period. There are no specific provisions under which JWG ExecutiveDirectors are otherwise entitled to receive compensation upon early termination.

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4.2 Details of JWG Non-executive Directors’ letters of appointment

JWG Non-executive Directors, including the JWG Chair, do not have an employment contract butinstead have letters of appointment.

Expiration of current term of office

All JWG Non-executive Directors are appointed for an initial three-year fixed term, unless theirappointment is terminated by the JWG board or JWG Shareholders in accordance with the JWGArticles of Association or UK company law.

The JWG Chair is appointed for an indefinite period, but his appointment may be terminated by theJWG board or JWG Shareholders in accordance with the JWG Articles of Association or provisions ofUK company law. In accordance with the UK Corporate Governance Code, the JWG Chair retired atthe 2017 AGM and, subject to the JWG Articles of Association, was reappointed by the JWGShareholders.

Notice

The appointment of the JWG Non-executive Directors and the JWG Chair can be terminated by eitherparty giving the other at least 90 days’ written notice.

Outstanding entitlements

None of the JWG Non-executive Directors’ letters of appointment provides for predetermined amountsof compensation in the event of early termination.

4.3 Details of JWG Senior Management’s service contracts and letters of appointment

Date appointed as JWG SeniorManagement Notice period

JWG Senior ManagementSue MacDonald . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 November 2010 6 monthsBob MacDonald . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 April 2015 6 monthsMichele McNichol . . . . . . . . . . . . . . . . . . . . . . . . . . 1 March 2015 NoneNina Schofield . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 July 2014 3 monthsAndrew Stewart . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 April 2017 9 monthsDave Stewart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 April 2015 12 monthsSteve Wayman . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 April 2015 6 months

The JWG Senior Management are appointed for an indefinite term of service. There are no specificprovisions under which JWG Senior Management are entitled to predetermined amounts ofcompensation in the event of termination.

4.4 Details of JWG Proposed Directors’ letters of appointment

Each of the JWG Proposed Directors will be engaged pursuant to a letter of appointment with JWG,the particulars of which will be the same as those of the current JWG Non-executive Directors, savethat it is proposed that Linda Adamany will receive a director's fee in line with her current fee as anon-executive director of Amec Foster Wheeler, which includes a 20 per cent. uplift as a non-UKbased director.

5. CONFLICTS OF INTEREST

Potential conflicts of interest between a Current JWG Director’s duties to the JWG and his or herprivate interests and/or other duties arise from:

• Ian Marchant’s directorship of Aggreko plc and Aggreko’s relationship as a potential customerand/or competitor of JWG;

• Jeremy Wilson’s directorship of Tullow Oil plc and Tullow’s relationship as a potential customerand/or competitor of the JWG; and

• Jann Brown’s position as co-head of business development at SOCO plc and SOCO’srelationship as a potential customer and/or competitor of the JWG.

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Except for the potential conflicts of interest listed above, no Current JWG Director or JWG SeniorManagement has any actual or potential conflicts of interest between any duties owed by the CurrentJWG Directors or the JWG Senior Management respectively to JWG and any private interests or otherduties he or she may also have. None of the Current JWG Directors or JWG Senior Management wasselected to be a member of the administrative, management or supervisory bodies of JWG or amember of the JWG Senior Management pursuant to any arrangement or understanding with anymajor shareholder, customer, supplier or other person.

None of the Current JWG Directors has or has had any interest in any transaction which is or wasunusual in its nature or conditions or significant to the business which was effected by any member ofthe Wood Group during the current or immediately preceding financial year, or which was effectedduring an earlier financial year and remains in any respect outstanding or unperformed.

6. CORPORATE GOVERNANCE

UK Corporate Governance Code

The JWG board is committed to high standards of corporate governance. Throughout the year ended31 December 2016, JWG applied the main principles and complied with the relevant provisions set outin the 2014 version of the UK Corporate Governance Code. In April 2016, the Financial ReportingCouncil issued an updated version of the UK Corporate Governance Code which applies toaccounting periods beginning on or after 17 June 2016 and, as at the date of this Prospectus, JWG isin compliance with its provisions.

7. KEY COMMITTEES

There are five key committees in JWG. These are: the JWG Executive Leadership Team, the JWGAudit Committee, the JWG Safety, Assurance and Business Ethics Committee, the JWG NominationCommittee and the JWG Remuneration Committee.

7.1 The JWG Executive Leadership Team

The JWG Executive Leadership Team operates under the authority of the Chief Executive of JWG andcomprises the CFO of JWG, the CEOs of the three business units and the leaders of the WoodGroup’s other key functional areas (HSSEA, People & Organisation, Strategy & Development). TheJWG Executive Leadership Team is responsible for delivering against the strategy approved by theJWG board.

7.2 The Audit Committee

Composition

The JWG Audit Committee is composed of at least three members, all of whom must be appointed bythe JWG board, on the recommendation of the JWG Nomination Committee and in consultation withthe chair of the JWG Audit Committee. Each member of the JWG Audit Committee must be a JWGNon-executive Director. The JWG Chair may not be appointed to the JWG Audit Committee.

The JWG Audit Committee currently consists of Jann Brown (Chair), Jeremy Wilson, Thomas Bottsand Jacqui Ferguson. The JWG Audit Committee’s meetings are also attended by the Wood GroupCFO, Group Financial Controller and Group Head of Internal Audit. The company secretary of JWG,or his nominee, acts as the secretary of the JWG Audit Committee.

Members of the JWG Audit Committee serve at the discretion of the JWG board and for such term orterms as the JWG board determines.

Responsibilities

The JWG Audit Committee’s main responsibilities are to:

(A) ensure compliance with financial reporting standards and relevant financial reportingrequirements;

(B) consider the internal financial and information technology control environment;

(C) consider the internal audit programme and results; and

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(D) review the external audit relationship and provision of non-audit services.

Activities

The JWG Audit Committee meets as frequently as required, as determined by its chair, and at leastthree times a year. The JWG Audit Committee met four times in 2016.

7.3 The JWG Safety, Assurance and Business Ethics Committee

Composition

The JWG Safety, Assurance and Business Ethics Committee is composed of at least three JWGdirectors. The chair of the JWG Safety, Assurance and Business Committee is a JWG Non-executiveDirector appointed by the JWG board.

The current members of the JWG Safety, Assurance and Business Ethics Committee are ThomasBotts (Chair), Mary Shafer-Malicki and Richard Howson. The Chief Executive of JWG and ExecutiveDirector of HSSEA also attend its meetings.

Responsibilities

The JWG Safety, Assurance and Business Ethics Committee’s main responsibilities are to review andmake recommendations to the JWG board regarding:

(A) the HSSE and Business Ethics strategy and performance;

(B) the effectiveness of the Wood Group’s HSSE and business ethics policies and systems;

(C) HSSE and Business Ethics leadership development throughout the Wood Group;

(D) the quality and integrity of Wood Group’s internal and external reporting of HSSE and BusinessEthics performance and issues; and

(E) the Wood Group’s preparedness for response to a major HSSE incident or ethics non-compliance.

Activities

The JWG Safety, Assurance and Business Ethics Committee meets as frequently as required, asdetermined by its members, and at least two times a year. The JWG Safety, Assurance and BusinessEthics Committee met four times in 2016.

7.4 The JWG Nomination Committee

Composition

The JWG Nomination Committee currently comprises the JWG Chair and all of the JWG Non-executive Directors. The JWG Nomination Committee met three times in 2016.

Responsibilities

The JWG Nomination Committee’s main responsibilities are to:

(A) review the JWG board structure, size and composition;

(B) make recommendations to the JWG board with regard to changes;

(C) identify and nominate candidates for the approval of the JWG board;

(D) fill JWG board vacancies; and

(E) ensure succession plans are in place for the JWG board.

Activities

The JWG Nomination Committee meets as frequently as required, as determined by its chair, and atleast once a year.

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7.5 The JWG Remuneration Committee

Composition

The JWG Remuneration Committee is composed of at least three independent JWG directors.Members of the JWG Remuneration Committee are appointed by the JWG board, on therecommendation of the JWG Nomination Committee and in consultation with the chair of the JWGRemuneration Committee.

Each JWG Remuneration Committee member serves at the discretion of the JWG board and for suchterm or terms as determined by the JWG board.

The JWG Remuneration Committee currently consists of Jeremy Wilson (Chair), Mary Shafer-Malickiand Jann Brown. Where appropriate, the JWG Remuneration Committee receives input from the ChiefExecutive and CFO of the Wood Group, the JWG Chair, the executive president of People &Organisation and the Group Head of Compensation & Benefits, who also acts as secretary to theJWG Remuneration Committee.

Responsibilities

The JWG Remuneration Committee advises the JWG board on executive remuneration and sets theremuneration packages of JWG Executive Directors, the JWG company secretary and certain othersenior executives. The JWG Remuneration Committee also has the responsibility of approving andreviewing the design and targets of long-term incentive awards, ensuring compliance with the WoodGroup’s agreed remuneration policy, agreeing performance frameworks, reviewing performance anddetermining contractual terms.

Activities

The JWG Remuneration Committee meets as frequently as is required to perform its duties, asdetermined by its members, and at least two times a year.

8. JWG SHARE PLANS

JWG operates the following employee share plans (together, the “JWG Share Plans”):

(A) The JWG Long-Term Plan (the “LTP”);

(B) The JWG Long Term Incentive Plan (the “LTIP”);

(C) The JWG (No 1) 2003 Long Term Retention Plan (the “LTRP”);

(D) The JWG (No 1) 2002 Executive Share Option Scheme (the “2002 ESOS No 1”);

(E) The JWG (No 2) 2002 Executive Share Option Scheme (the “2002 ESOS No 2”);

(F) The JWG (No 1) 2012 Executive Share Option Scheme (the “2012 ESOS No 1”);

(G) The JWG (No 2) 2012 Executive Share Option Scheme (the “2012 ESOS No 2”);

(H) The JWG Employee Share Plan (the “ESP”); and

(I) The JWG Annual Bonus Plan (the “ABP”).

From the Effective Date, a number of options and awards which had previously been granted underAmec Foster Wheeler Share Plans may be voluntarily exchanged for, or will be automaticallyexchanged for, equivalent options and awards over JWG Shares (“Replacement Awards”). TheseReplacement Awards will be governed by the rules of the Amec Foster Wheeler Share Plan underwhich the options or awards which they are replacing were granted. JWG will operate the followingAmec Foster Wheeler Share Plans from the Effective Date:

(J) The Amec Foster Wheeler Savings Related Share Option Scheme (the “Amec Foster WheelerUK Sharesave Plan”);

(K) The Amec Foster Wheeler International Savings Related Share Option Scheme (the “AmecFoster Wheeler International Sharesave Plan”); and

(L) The Amec Foster Wheeler plc Long-Term Incentive Plan 2015 (the “Amec Foster WheelerLTIP”).

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8.1 The JWG Long-Term Plan

Types of award

The LTP allows for conditional awards and options over JWG Shares, and cash awards, to be grantedto senior managers and leaders of the Wood Group.

When awards can be made

Awards will usually only be made within 42 days after the announcement of JWG’s results for anyperiod.

Eligibility

All employees of the Wood Group (including the JWG Executive Directors) are eligible to participate.

Performance targets

LTP awards granted to executive directors must be subject to performance conditions. The JWGboard may decide if awards granted to other participants will be subject to performance conditions (inpractice LTP awards are normally granted subject to performance conditions).

Where performance conditions apply, they are normally measured over a period of at least threeyears. There is no retesting of performance conditions after the end of the measurement period.

The JWG board may grant awards subject to such additional terms as it may determine, and maychange any performance condition in accordance with its terms or if anything happens which causesthe JWG board to consider it appropriate to do so but not so as to make the relevantcondition materially less difficult to satisfy.

Normal vesting of awards

Where an award is subject to a performance condition, normally 80 per cent. of the award will onlyvest on the date on which the JWG board determines that the performance condition has beensatisfied (which will normally be after a three-year performance period) (the “First Vesting Date”) andthe remaining 20 per cent. two years later (the “Second Vesting Date”).

However, options awarded to executive directors with a performance period commencing in 2017 havebeen granted on the basis that they will only become exercisable two years after the JWGRemuneration Committee’s determination of the extent to which performance conditions have beensatisfied following the end of a three-year performance period (i.e. on what would otherwise be theSecond Vesting Date). Awards granted in 2017 are therefore expected to become exercisable in 2022.

Where an award is not subject to a performance condition, it will normally only vest four years aftergrant.

Leaving employment

If a participant ceases to be an employee or director before the normal vesting date, his award(whether or not vested) will normally lapse, unless the JWG board determines otherwise (exceptwhere a participant is dismissed lawfully without notice).

If a participant dies before the normal vesting date, unless the JWG board determines otherwise:

(A) any unvested award which is subject to a performance condition will lapse if the participant hasnot satisfied the qualifying period (which will normally be a period of 18 months from thebeginning of the performance period);

(B) any other unvested award will vest as soon as practicable after the date of death; and

(C) any vested option will remain exercisable for a limited period.

The extent to which any awards vest in the event of a participant’s death will be determined by theJWG board in its discretion taking into account the extent to which performance conditions have beenmet at the date of death. The JWG board may reduce the award pro rata to reflect the period of timethat has elapsed between the date of grant and the date of death.

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If a participant ceases to be an employee or director before the normal vesting date because of ill-health, injury or disability, his employing company or business being transferred out of the WoodGroup or any other reason at the JWG board’s discretion (except where a participant is dismissedlawfully without notice) (“a “Good Leaver Reason”), unless the JWG board determines otherwise:

(A) any unvested award which is subject to a performance condition will lapse if the participant hasnot satisfied the qualifying period;

(B) any other unvested award will vest on the normal vesting date(s), unless the JWG boarddetermines that it will vest as soon as practicable following the date of cessation; and

(C) any vested option will normally remain exercisable for a limited period.

The extent to which any awards vest as a result of a participant’s cessation of employment will bedetermined by the JWG board in its discretion taking into account the extent to which anyperformance conditions have been met at the First Vesting Date or the date of cessation ofemployment (as applicable) and, unless the JWG board determines otherwise, time pro-rating toreflect the period of time that has elapsed since the date of grant to the date of cessation.

Clawback and malus

In respect of awards granted prior to 1 January 2015, the JWG board may, at any time before vesting,determine that an award will be adjusted in such circumstances as it considers appropriate, which willinclude a material misstatement of financial results, a material failure of risk management, a seriousbreach of health and safety standards and cases of serious misconduct or fraud by the participant.That adjustment may take place before vesting to reduce the number of shares to which an awardrelates, to cancel an award or to impose further conditions on the award.

In respect of awards granted on or after 1 January 2015, the JWG board may, at any time before thesixth anniversary of the start of the performance period (or, if the award is not subject to aperformance condition, of the grant date), determine that an award will be adjusted in any of thefollowing circumstances: a material misstatement of financial results, a material failure of riskmanagement, a serious breach of health and safety standards, cases of serious misconduct, fraud ormaterial breach of employment contract by the participant, an error in assessing a performancecondition or in the information or assumptions on which the award was granted or vests, and anyother circumstances which the JWG board considers to be similar in nature or effect. That adjustmentmay take place before or after vesting of an award to reduce the number of shares to which an awardrelates, to cancel an award, to impose further conditions on an award or to require repayment of anaward by a participant.

Dividend equivalents

A participant is not entitled to receive dividends in respect of shares subject to an award until theshares are issued or transferred to him or to another person to hold for his benefit.

However, awards which are subject to performance conditions will be granted on the basis that aparticipant will receive, to the extent that the award vests, a number of JWG Shares representing thevalue of dividends paid on the JWG Shares awarded from the date of the award until vesting (unlessthe JWG board determines otherwise). Awards which are not subject to performance conditions willnot be granted on this basis unless the JWG board determines otherwise.

Variations in share capital

Awards may be adjusted following a variation in the equity share capital of JWG or a demerger,delisting, special dividend, rights issue or any similar transaction which, in the opinion of the JWGboard, may affect the current or future value of JWG Shares. In that situation the JWG board maymake such adjustments to the number of shares subject to an award as it considers appropriate andto any performance condition.

Takeovers and reconstructions

On a takeover of JWG, whether by way of offer or by way of compromise or arrangement undersection 899 of the CA 2006, if the acquiring company obtains control and the JWG board agrees,awards will be automatically exchanged, in full, for equivalent new awards. If the acquiring company or

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the JWG board do not agree to such an exchange, awards will vest in full, on the date on which theperson obtains control or on the date of Court sanction.

In the event of the winding-up of JWG, the JWG board will determine whether and to what extentawards will vest.

In case of a demerger, delisting, special dividend or other transaction which, in the opinion of the JWGboard, may affect the current or future value of JWG Shares to a material extent, the JWG board maydetermine that awards will vest on such terms as it determines.

In any of the above cases, an award will vest only to the extent that the JWG board determines thatany performance condition has been satisfied and, unless the JWG board determines otherwise andexcept where the relevant event occurs between the First Vesting Date and the Second Vesting Date(where applicable), taking into account the period of time between the grant date and the date of therelevant event.

Individual limit

For executive directors and other employees, the maximum opportunity under LTP does not normallyexceed 200 per cent. of base salary in respect of any financial year of the Wood Group, with the JWGRemuneration Committee having the discretion to award up to 250 per cent. of base salary inexceptional circumstances.

Dilution limits

In any 10-year period, not more than 10 per cent. of the issued ordinary share capital of JWG may beissued under the LTP when aggregated with that issued under all other share plans operated by JWG.

In addition, in any 10-year period, not more than 5 per cent. of the issued ordinary share capital ofJWG may be issued under the LTP when aggregated with that issued under any other discretionaryemployee share plan adopted by JWG.

These limits do not include rights which have lapsed or existing JWG Shares other than treasuryshares which are transferred or to which an award related.

Rights may also be satisfied using treasury shares. If treasury shares are used, they will counttowards the dilution limits set out above.

Amendments

Provisions relating to eligibility, individual and dilution limits, the basis for determining a participant’sentitlement to, and the terms of, JWG Shares or cash provided under the LTP, adjustment of awards inthe event of a variation in share capital and the amendment power cannot be altered without the priorapproval of JWG Shareholders in general meeting.

However, no such approval is required for other changes or for minor amendments intended to benefitthe administration of the LTP, or which is necessary or desirable to take account of any change inlegislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for anymember of the Wood Group or participants.

General

Awards are not transferable.

Any JWG Shares issued under the plan will rank pari passu with the JWG Shares in issue on the dateof allotment, except in respect of rights arising by reference to a prior record date.

US provisions

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

If a participant holds an unvested option under the LTP and then becomes a US participant prior tovesting, it will be converted to an option under the US Schedule.

Where an award vests or an option is exercised, the shares or cash sum will be issued, transferred orpaid (as applicable) no later than 15 March in the calendar year after the year in which the award

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vests or the option is exercised, or where the award is satisfied with shares acquired by the trustee,31 December in the calendar year in which the award vests or the option is exercised.

If a participant leaves for a Good Leaver Reason (as defined above), where an unvested award issubject 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 Dateunless the JWG board determines that it will vest on the date of cessation; and (b) if cessation occursafter the First Vesting Date, the award will vest as soon as practicable following the date of cessation.Where an unvested award is not subject to a performance condition it will vest as soon as practicablefollowing the date of cessation.

Any amendments to the US Schedule of the LTP rules shall only be effective to the extent they complywith section 409A of the US Internal Revenue Code of 1986 (as amended).

8.2 The JWG Long Term Incentive Plan

Types of award

The LTIP allows for awards of shares, restricted shares and options over JWG Shares to be grantedto employees (including executive directors) of the Wood Group. LTIP awards are granted subject tosatisfaction of performance conditions.

Normally, 80 per cent. of an award is in the form of shares or vested options and 20 per cent. is in theform of restricted shares or unvested options.

No new awards may be granted under the LTIP.

Eligibility

All employees of the Wood Group (including executive directors) are eligible to participate.

Performance targets

Awards are subject to performance conditions which are measured over a performance cyclecomprising three consecutive financial years. There is no retesting of performance conditions after theend of the measurement period.

The JWG Remuneration Committee may change any performance measure or target in accordancewith its terms or if anything happens which causes the JWG board to consider it fair and reasonable todo so, provided that the new measures or targets are as demanding in the changed circumstances asthe measures or targets they replace.


Normally, 80 per cent. of an award is in the form of shares or vested options. The remaining20 per cent. is granted in the form of restricted shares or options which are released to the participantor vest (as appropriate) on the second anniversary of the date of grant.

Leaving employment

If a participant ceases to be an employee during the performance cycle, no shares or options willnormally be awarded in respect of that cycle and any restricted shares or unvested options will beforfeited with immediate effect.

However, if the reason for ceasing employment during the performance cycle is ill-health, redundancy,death or any other circumstances which the JWG Remuneration Committee deems to be appropriatethen, provided that the participant has been employed for at least 18 months of the relevantperformance cycle, the number of shares which he is awarded or in respect of which his options willbe exercisable is calculated based on performance over the full performance cycle reduced pro rata toreflect the portion of the performance cycle during which the participant was employed in the WoodGroup. Any shares will be released, and any options will become exercisable, at the end of theapplicable performance cycle.

If a participant holding vested but unexercised options resigns or ceases employment incircumstances where his employer would be entitled to dismiss summarily without compensation,

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those options will lapse. In any other circumstances, the options will remain exercisable for threemonths following the date of termination (or the end of the normal exercise period if earlier).

If a participant holding restricted shares which have not yet been released ceases to be employed inthe Wood Group, those shares will normally be forfeited, unless the reason for cessation ofemployment is ill-health, redundancy, death or any other circumstances which the JWG RemunerationCommittee deems to be appropriate, in which case they will vest to the extent determined by the JWGRemuneration Committee taking into account the period elapsed from the date of grant.

Dividends

A participant is not normally entitled to receive dividends in respect of shares subject to an award untilthe shares are issued or transferred to him or to another person to hold for his benefit.

The JWG Remuneration Committee may decide that any restricted shares will be granted on the basisthat the participant will be entitled to receive any dividends paid by JWG in respect of the shares byreference to a record date falling after the date of grant.


Awards may be adjusted following a variation in the capital of JWG, including as a result of acapitalisation or rights issue, scrip dividend or enhanced scrip dividend, sub-division, consolidation orreduction. In that situation the JWG Remuneration Committee may make such adjustments as itdetermines to be fair and reasonable to the performance targets applying during any performancecycles in respect of which awards have yet to be made and the basis for determining the aggregatenumber of shares, options and restricted shares which may be the subject of an award after the end ofa performance cycle, and the terms of any outstanding options.

Corporate transactions

If, during performance cycle, there is a change of control, a reorganisation, an amalgamation or avoluntary winding-up of JWG, the JWG Remuneration Committee will determine the number of sharesto be awarded after taking into account the period which has elapsed from the start of theperformance cycle to the date of the relevant event and JWG’s performance during that period.

In respect of options which have vested but not yet been exercised, the effect of such an event is thatall such options will remain exercisable for a period of three months only.

Individual limit

No award may be granted to any person which would, at the time it is granted, cause the aggregatevalue of shares or options and restricted shares which may be subject to an LTIP award granted tothat person after the end of a performance period to exceed 125 per cent. of base salary.

Dilution limits

In any 10-year period, not more than 10 per cent. of the issued ordinary share capital of JWG may beissued under the LTIP when aggregated with that issued under all other share plans adopted by JWGin general meeting.

In addition, in any 10-year period, not more than 5 per cent. of the issued ordinary share capital ofJWG may be issued under the LTIP when aggregated with that issued under any other employeeshare plan adopted by JWG in which participation is limited to JWG’s directors and senior executives.This limit may be exceeded if and to the extent that shares are issued under the LTIP to satisfy shareawards reflecting significantly more stretching performance criteria than are required to achievethreshold performance (provided the limit in the preceding paragraph is not breached).

These limits do not include any option or award granted under an employee share scheme prior to theadmission of JWG Shares to listing on the London Stock Exchange.

Amendments

Provisions relating to eligibility, individual and dilution limits, and adjustment of awards in the event ofa variation in share capital cannot be altered to the material advantage of existing or futureparticipants without the prior approval of JWG Shareholders in general meeting.

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However, no such approval is required for other changes or for minor amendments intended to benefitthe administration of the LTIP or to take account of any change in legislation or to obtain or maintainfavourable tax, exchange control or regulatory treatment.

General

Restricted shares are not transferable (and the JWG Remuneration Committee may make sucharrangements in respect of the holding, transfer and forfeiture of restricted shares or unvested optionsas it sees fit) and benefits are not pensionable.


8.3 The JWG (No 1) 2003 Long Term Retention Plan

Types of award

The LTRP allows for awards to subscribe for or purchase JWG Shares to be granted to employees(including executive directors) of the Wood Group. Awards granted under the LTRP are not subject toperformance conditions.

No new awards may be granted under the LTRP.

Eligibility

All employees and directors of the Wood Group were eligible to participate in the LTRP.

Exercise price

Awards granted under the LTRP have an exercise price which was set by the JWG board at the dateof grant and which will be payable by the holder on exercise.


Awards will normally only become exercisable four years after grant. They will remain exercisable untilsuch date as the JWG board determined on grant (which will not be later than the day before the tenthanniversary of grant).

Leaving employment

If a participant ceases to be an employee before the normal vesting date, his award will normallylapse.

However, it will not lapse but will continue if employment terminates because of a participant’s injury,disability or ill-health, retirement, the employing company or the business or part of a business inwhich he is employed being transferred outside of the Wood Group, redundancy or any other reasonwhich the JWG board permits. If the awards are already exercisable, they may be exercised in the 12months from the date that employment ceased. Otherwise, they will become exercisable for 12months from the date that employment ceased but the number of JWG Shares which will vest will bereduced pro rata by reference to the number of complete months which have elapsed between thedate of grant until the date of cessation of employment as a fraction of 48 months.

If a participant dies, any award which is already exercisable may be exercised by his legalrepresentatives in the 12 months following the date of death. Any other award may be exercised byhis legal representatives in that 12-month period but the number of JWG Shares which will vest will bereduced pro rata by reference to the number of complete months which have elapsed between thedate of grant until the date of cessation of employment as a fraction of 48 months.


LTRP awards may be adjusted following a variation in the equity share capital or reserves of JWG or ademerger or payment by JWG of a super-dividend which would otherwise materially affect the value ofan award. In that situation, the JWG board may make such adjustments as it considers appropriate tothe number of shares subject to an award, the exercise price and the definition of “Shares”.

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On a takeover of JWG, whether by way of offer or by way of compromise or arrangement undersection 899 of the CA 2006, if the acquiring company obtains control and the participant agrees,awards will be exchanged, in full, for equivalent new awards. If the acquiring company and theparticipant do not agree to such an exchange, awards will become exercisable for six months on thedate on which the offer becomes unconditional in all respects or on the date of the Court’s direction(as appropriate).

In the event of the winding-up of JWG, a participant may exercise his awards (whether or not vested)within the two-month period following the date of the resolution to wind up the Company.

In the event of a scheme of arrangement that does not involve a significant change of identity of theultimate shareholders of JWG, awards will not become exercisable without the consent of the JWGboard.

Individual limit

No award may be granted to any person which would, at the time it is granted, cause the market valueof all the JWG Shares subject to awards granted to that person under the LTRP in the previous 12months to exceed 100 per cent. of his annual salary unless the JWG board considers that exceptionalcircumstances exist.

Dilution limits

In any 10-year period, not more than 10 per cent. of the issued ordinary share capital of JWG may beissued under the LTRP when aggregated with that issued under all other share plans operatedby JWG.

In addition, in any 10-year period, not more than 5 per cent. of the issued ordinary share capital ofJWG may be issued under the LTRP when aggregated with that issued under any other executiveshare plans adopted by JWG.

These limits do not include existing JWG Shares which are transferred to satisfy awards.

Amendments

Provisions relating to eligibility, individual and dilution limits, the basis for determining a participant’sentitlement to, and the terms of, JWG Shares provided under the LTRP, adjustment of awards in theevent of a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction or anyother variation of JWG, and the determination of the exercise price cannot be altered to the advantageof present or future participants without the prior approval of JWG Shareholders in general meeting.However, no such approval is required for other changes or for minor amendments intended to benefitthe administration of the LTRP, to take account of any change in legislation or to obtain or maintainfavourable tax, exchange control or regulatory treatment for any member of the Wood Group orparticipants.

General

Awards are not transferable and benefits are not pensionable.


8.4 The JWG (No 1) 2002 Executive Share Option Scheme

Types of award

The 2002 ESOS No 1 allows for options over JWG Shares to be granted to employees (includingexecutive directors) of the Wood Group. Options may be subject to satisfaction of performanceconditions and other conditions set at grant.

The scheme is divided into:

• a share option scheme that has been designed to qualify for favourable tax treatment under theUK Income Tax (Earnings and Pensions) Act 2003; and

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• a share option scheme that is not so designed and which therefore allows options be grantedabove the limits of the tax-advantaged part for UK employees (currently £30,000).

No new options may be granted under the 2002 ESOS No 1.

Eligibility

Any employees or full-time directors of any member of the Wood Group were eligible to participate inthe 2002 ESOS No 1.

Performance targets

Options may be granted subject to performance conditions.

Where performance conditions apply, they are normally measured over a period of four years. Thereis no retesting of performance conditions after the end of the measurement period.

The grantor may grant options subject to such additional objective conditions as it may determine, andmay change any performance condition in accordance with its terms or if anything happens whichcauses the grantor to consider it appropriate to do so but not so as to make the relevantcondition materially less difficult to satisfy.

Exercise price

Options granted under the 2002 ESOS No 1 have an exercise price which was set by the grantor atthe date of grant and which will be payable by the holder on exercise. This may not be less than theaverage market value of a JWG Share on the three dealing days immediately preceding the date ofgrant.

Normal vesting of options

Options will normally only become exercisable four years after grant. They will remain exercisable untilsuch date as the grantor determined on grant (which will not be later than the day before the tenthanniversary of grant).

Leaving employment

If a participant ceases to be an employee before the normal vesting date, his option will normallylapse.

However, it will not lapse but will continue if employment terminates because of a participant’s injury,disability or ill-health, retirement, the employing company or the business or part of a business inwhich he is employed being transferred outside of the Wood Group, redundancy or any other reasonwhich the JWG board permits. If the options are already exercisable, they may be exercised in the 12months from the date that employment ceased. If the options are not yet exercisable (and where anyconditions have not been satisfied but the JWG board has given prior written approval for the exerciseof the options), they will become exercisable for 12 months from the date that employment ceased butthe number of JWG Shares which will vest will be reduced pro rata by reference to the number ofcomplete months which have elapsed between the date of grant until the date of cessation ofemployment as a fraction of 48 months.

If a participant dies, any option which is already exercisable may be exercised by his legalrepresentatives in the 12 months following the date of death. If the options are not yet exercisable(and where any conditions have not been satisfied but the JWG board has given prior written approvalfor the exercise of the options), they may be exercised by his legal representatives in that 12-monthperiod following death but the number of JWG Shares which will vest will be reduced pro rata byreference to the number of complete months which have elapsed between the date of grant until thedate of cessation of employment as a fraction of 48 months.


Options may be adjusted following a variation in the equity share capital or reserves of JWG or ademerger or payment by JWG of a super-dividend which would otherwise materially affect the value ofan option. In that situation, the grantor may make such adjustments as it considers appropriate to thenumber of shares subject to an option, the exercise price and the definition of “Shares”.

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On a takeover of JWG, whether by way of offer or by way of compromise or arrangement undersection 899 of the CA 2006, if the acquiring company obtains control and the participant agrees,options will be exchanged, in full, for equivalent new options. If the acquiring company and theparticipant do not agree to such an exchange, options will become exercisable for six months on thedate on which the offer becomes unconditional in all respects or on the date of the Court’s direction(as appropriate), provided that if any conditions to which the options are subject have not beensatisfied, the right to exercise will be subject to the participant being given prior written approval by thegrantor.

In the event of the winding-up of JWG, a participant may exercise his options (whether or not vested)within the two-month period following the date of the resolution to wind up the company, provided thatif any conditions to which the options are subject have not been satisfied, the right to exercise will besubject to the participant being given prior written approval by the grantor.

In the event of a scheme of arrangement that does not involve a significant change of identity of theultimate shareholders of JWG, options will not become exercisable without the consent of the grantor.

Individual limit

No option may be granted to any person which would, at the time it is granted, cause the aggregateexercise price of all the JWG Shares which he may acquire by exercise of an granted to him under the2002 ESOS No 1 or any associated share option schemes in the previous 12 months to exceed100 per cent. of his annual salary unless the grantor considers that exceptional circumstances exist.

Dilution limits

No more than 10 per cent. of JWG’s issued share capital immediately following its admission to theofficial list of the London Stock Exchange may be subject to options granted under the 2002ESOS No 1.

In any 10-year period, not more than 10 per cent. of the issued ordinary share capital of JWG may beissued under the 2002 ESOS No 1 when aggregated with that issued under all other share plansoperated by JWG (excluding share options granted under certain existing schemes).

In addition, in any 10-year period, not more than 5 per cent. of the issued ordinary share capital ofJWG may be issued under the 2002 ESOS No 1 when aggregated with that issued under any otherexecutive share plans adopted by JWG (excluding share options granted under certain existingschemes).

These limits do not include existing JWG Shares which are transferred to satisfy options.

Amendments

Provisions relating to eligibility, individual and dilution limits, the basis for determining a participant’sentitlement to, and the terms of, JWG Shares provided under the 2002 ESOS No 1, adjustment ofoptions in the event of a capitalisation issue, rights issue, sub-division or consolidation of shares orreduction or any other variation of JWG, and the determination of the exercise price cannot be alteredto the advantage of present or future participants without the prior approval of JWG Shareholders ingeneral meeting. However, no such approval is required for other changes or for minor amendmentsintended to benefit the administration of the LTRP, to take account of any change in legislation or toobtain or maintain favourable tax, exchange control or regulatory treatment for any member of theWood Group or participants.

General

Options are not transferable and benefits are not pensionable.


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Types of award





No new options may be granted under the 2002 ESOS No 2.

Eligibility

Any employees or full-time directors of any member of the Wood Group (which is defined to includeemployees of certain joint venture companies) were eligible to participate in the 2002 ESOS No 2.

Performance targets



The JWG board may grant options subject to such additional objective conditions as it may determine,and may change any performance condition in accordance with its terms or if anything happens whichcauses the JWG board to consider it appropriate to do so but not so as to make the relevantcondition materially less difficult to satisfy.

Exercise price

Options granted under the 2002 ESOS No 2 have an exercise price which was set by the grantor atthe date of grant and which will be payable by the holder on exercise. This may not be less than theaverage market value of a JWG Share on the three dealing days immediately preceding the date ofgrant.


Options will normally only become exercisable four years after grant. They will remain exercisable untilsuch date as the JWG board determined on grant (which will not be later than the day before the tenthanniversary of grant).

Leaving employment


However, it will not lapse but will continue if employment terminates because of a participant’s injury,disability or ill-health, retirement, the employing company or the business or part of a business inwhich he is employed being transferred outside of the Wood Group, redundancy or any other reasonwhich the JWG board permits. If the options are already exercisable, they may be exercised in the 12months from the date that employment ceased. If the options are not yet exercisable (and where anyconditions have not been satisfied but the JWG board has given prior written approval for the exerciseof the options), they will become exercisable for 12 months from the date that employment ceased butthe number of JWG Shares which will vest will be reduced pro rata by reference to the number ofcomplete months which have elapsed between the date of grant until the date of cessation ofemployment as a fraction of 48 months.

If a participant dies, any option which is already exercisable may be exercised by his legalrepresentatives in the 12 months following the date of death. If the options are not yet exercisable(and where any conditions have not been satisfied but the JWG board has given prior written approval

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for the exercise of the options), they may be exercised by his legal representatives in that 12-monthperiod following death but the number of JWG Shares which will vest will be reduced pro rata byreference to the number of complete months which have elapsed between the date of grant until thedate of cessation of employment as a fraction of 48 months.


Options may be adjusted following a variation in the equity share capital or reserves of JWG or ademerger or payment by JWG of a super-dividend which would otherwise materially affect the value ofan option. In that situation, the JWG board may make such adjustments as it considers appropriate tothe number of shares subject to an option, the exercise price and the definition of “Shares”.


On a takeover of JWG, whether by way of offer or by way of compromise or arrangement undersection 899 of the CA 2006, if the acquiring company obtains control and the participant agrees,options will be exchanged, in full, for equivalent new options. If the acquiring company and theparticipant do not agree to such an exchange, options will become exercisable for six months on thedate on which the offer becomes unconditional in all respects or on the date of the Court’s direction(as appropriate), provided that if any conditions to which the options are subject have not beensatisfied, the right to exercise will be subject to the participant being given prior written approval by theJWG board.

In the event of the winding-up of JWG, a participant may exercise his options (whether or not vested)within the two-month period following the date of the resolution to wind up the company, provided thatif any conditions to which the options are subject have not been satisfied, the right to exercise will besubject to the participant being given prior written approval by the JWG board.

In the event of a scheme of arrangement that does not involve a significant change of identity of theultimate shareholders of JWG, options will not become exercisable without the consent of the JWGboard.

Individual limit

No option may be granted to any person which would, at the time it is granted, cause the aggregateexercise price of all the JWG Shares which he may acquire by exercise of an granted to him under the2002 ESOS No 1 or any associated share option schemes in the previous 12 months to exceed100 per cent. of his annual salary unless the JWG board considers that exceptional circumstancesexist.

Dilution limits

No more than 10 per cent. of JWG’s issued share capital immediately following its admission to theofficial list of the London Stock Exchange may be subject to options granted under the 2002ESOS No 2.

In any 10-year period, not more than 10 per cent. of the issued ordinary share capital of JWG may beissued under the 2002 ESOS No 2 when aggregated with that issued under all other share plansoperated by JWG (excluding share options granted under certain existing schemes).

In addition, in any 10-year period, not more than 5 per cent. of the issued ordinary share capital ofJWG may be issued under the 2002 ESOS No 2 when aggregated with that issued under any otherexecutive share plans adopted by JWG (excluding share options granted under certain existingschemes).


Amendments

Provisions relating to eligibility, individual and dilution limits, the basis for determining a participant’sentitlement to, and the terms of, JWG Shares provided under the 2002 ESOS No 2, adjustment ofoptions in the event of a capitalisation issue, rights issue, sub-division or consolidation of shares orreduction or any other variation of JWG, and the determination of the exercise price cannot be alteredto the advantage of present or future participants without the prior approval of JWG Shareholders in

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general meeting. However, no such approval is required for other changes or for minor amendmentsintended to benefit the administration of the LTRP, to take account of any change in legislation or toobtain or maintain favourable tax, exchange control or regulatory treatment for any member of theWood Group or participants.

General




Types of award





Awards are no longer granted under the 2012 ESOS No 1.

Eligibility

Any employees or full-time directors of any member of the Wood Group are eligible to participate inthe 2012 ESOS No 1.

Performance targets



The grantor may grant options subject to such additional objective conditions as it may determine, andmay change any performance condition in accordance with its terms or if anything happens whichcauses the grantor to consider it appropriate to do so but not so as to make the relevantcondition materially less difficult to satisfy.

Exercise price

The exercise price may not be less than the average market value of a JWG Share on the threedealing days immediately preceding the date of grant.


Options will normally only become exercisable four years after grant. They will remain exercisable untilsuch date as the grantor determined on grant (which will not be later than the day before the tenthanniversary of grant).

Leaving employment


However, it will not lapse but will continue if employment terminates because of a participant’s injury,disability or ill-health, retirement, the employing company or the business or part of a business inwhich he is employed being transferred outside of the Wood Group, redundancy or any other reasonwhich the JWG board permits. If the options are already exercisable, they may be exercised in the 12

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months from the date that employment ceased. If the options are not yet exercisable (and where anyconditions have not been satisfied but the JWG board has given prior written approval for the exerciseof the options), they will become exercisable for 12 months from the date that employment ceased butthe number of JWG Shares which will vest will be reduced pro rata by reference to the number ofcomplete months which have elapsed between the date of grant until the date of cessation ofemployment as a fraction of 48 months.



Options may be adjusted following a variation in the equity share capital or reserves of JWG or ademerger or payment by JWG of a super-dividend which would otherwise materially affect the value ofan option. In that situation the grantor may make such adjustments as it considers appropriate to thenumber of shares subject to an option, the exercise price and the definition of “Shares”.


On a takeover of JWG, whether by way of offer or by way of compromise or arrangement undersection 899 of the CA 2006, if the acquiring company obtains control and the participant agrees,options will be exchanged, in full, for equivalent new options. If the acquiring company and theparticipant do not agree to such an exchange, options will become exercisable for six months on thedate on which the offer becomes unconditional in all respects or on the date of the Court’s direction(as appropriate), provided that if any conditions to which the options are subject have not beensatisfied, the right to exercise will be subject to the participant being given prior written approval by thegrantor.

In the event of the winding-up of JWG, a participant may exercise his options (whether or not vested)within the two-month period following the date of the resolution to wind up the company, provided thatif any conditions to which the options are subject have not been satisfied, the right to exercise will besubject to the participant being given prior written approval by the grantor.

In the event of a scheme of arrangement that does not involve a significant change of identity of theultimate shareholders of JWG, options will not become exercisable without the consent of the grantor.

Individual limit

No option may be granted to any person which would, at the time it is granted, cause the aggregateexercise price of all the JWG Shares which he may acquire by exercise of an granted to him under the2012 ESOS No 1 or any associated share incentive schemes in the same financial year to exceed100 per cent. of his annual salary (or 200 per cent. in exceptional circumstances).

Dilution limits

In any 10-year period, not more than 10 per cent. of the issued ordinary share capital of JWG may beissued under the 2012 ESOS No 1 when aggregated with that issued under all other share plansoperated by JWG.

In addition, in any 10-year period, not more than 5 per cent. of the issued ordinary share capital ofJWG may be issued under the 2012 ESOS No 1 when aggregated with that issued under any otherexecutive share plans adopted by JWG.


Amendments

Provisions relating to eligibility, individual and dilution limits, the basis for determining a participant’sentitlement to, and the terms of, JWG Shares provided under the 2012 ESOS No 1, adjustment of

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options in the event of a capitalisation issue, rights issue, sub-division or consolidation of shares orreduction or any other variation of JWG, and the determination of the exercise price cannot be alteredto the advantage of present or future participants without the prior approval of JWG Shareholders ingeneral meeting. However, no such approval is required for other changes or for minor amendmentsintended to benefit the administration of the LTRP, to take account of any change in legislation or toobtain or maintain favourable tax, exchange control or regulatory treatment for any member of theWood Group or participants.

General




Types of award





Awards are no longer granted under the 2012 ESOS No 2.

Eligibility

Any employees or full-time directors of any member of the Wood Group (which is defined to includeemployees of certain joint venture companies) are eligible to participate in the 2012 ESOS No 2.

Performance targets



The JWG board may grant options subject to such additional objective conditions as it may determine,and may change any performance condition in accordance with its terms or if anything happens whichcauses the JWG board to consider it appropriate to do so but not so as to make the relevantcondition materially less difficult to satisfy.

Exercise price

The exercise price may not be less than the average market value of a JWG Share on the threedealing days immediately preceding the date of grant.


Options will normally only become exercisable four years after grant. They will remain exercisable untilsuch date as the JWG board determined on grant (which will not be later than the day before the tenthanniversary of grant).

Leaving employment


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However, it will not lapse but will continue if employment terminates because of a participant’s injury,disability or ill-health, retirement, the employing company or the business or part of a business inwhich he is employed being transferred outside of the Wood Group, redundancy or any other reasonwhich the JWG board permits. If the options are already exercisable, they may be exercised in the12 months from the date that employment ceased. If the options are not yet exercisable (and whereany conditions have not been satisfied but the JWG board has given prior written approval for theexercise of the options), they will become exercisable for 12 months from the date that employmentceased but the number of JWG Shares which will vest will be reduced pro rata by reference to thenumber of complete months which have elapsed between the date of grant until the date of cessationof employment as a fraction of 48 months.



Options may be adjusted following a variation in the equity share capital or reserves of JWG or ademerger or payment by JWG of a super-dividend which would otherwise materially affect the value ofan option. In that situation the JWG board may make such adjustments as it considers appropriate tothe number of shares subject to an option, the exercise price and the definition of “Shares”.


On a takeover of JWG, whether by way of offer or by way of compromise or arrangement undersection 899 of the CA 2006, if the acquiring company obtains control and the participant agrees,options will be exchanged, in full, for equivalent new options. If the acquiring company and theparticipant do not agree to such an exchange, options will become exercisable for six months on thedate on which the offer becomes unconditional in all respects or on the date of the Court’s direction(as appropriate), provided that if any conditions to which the options are subject have not beensatisfied, the right to exercise will be subject to the participant being given prior written approval by theJWG board.

In the event of the winding-up of JWG, a participant may exercise his options (whether or not vested)within the two-month period following the date of the resolution to wind up the company, provided thatif any conditions to which the options are subject have not been satisfied, the right to exercise will besubject to the participant being given prior written approval by the JWG board.

In the event of a scheme of arrangement that does not involve a significant change of identity of theultimate shareholders of JWG, options will not become exercisable without the consent of theJWG board.

Individual limit

No option may be granted to any person which would, at the time it is granted, cause the aggregateexercise price of all the JWG Shares which he may acquire by exercise of an granted to him under the2012 ESOS No 2 or any associated share incentive schemes in the same financial year to exceed100 per cent. of his annual salary (or 200 per cent. in exceptional circumstances).

Dilution limits

In any 10-year period, not more than 10 per cent. of the issued ordinary share capital of JWG may beissued under the 2012 ESOS No 2 when aggregated with that issued under all other share plansoperated by JWG.

In addition, in any 10-year period, not more than 5 per cent. of the issued ordinary share capital ofJWG may be issued under the 2012 ESOS No 2 when aggregated with that issued under any otherexecutive share plans adopted by JWG.


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Amendments

Provisions relating to eligibility, individual and dilution limits, the basis for determining a participant’sentitlement to, and the terms of, JWG Shares provided under the 2012 ESOS No 2, adjustment ofoptions in the event of a capitalisation issue, rights issue, sub-division or consolidation of shares orreduction or any other variation of JWG, and the determination of the exercise price cannot be alteredto the advantage of present or future participants without the prior approval of JWG Shareholders ingeneral meeting. However, no such approval is required for other changes or for minor amendmentsintended to benefit the administration of the LTRP, to take account of any change in legislation or toobtain or maintain favourable tax, exchange control or regulatory treatment for any member of theWood Group or participants.

General



8.8 The JWG Employee Share Plan

Types of award

The ESP allows eligible employees of the Wood Group to purchase JWG Shares and to receivematching share awards.

Eligibility

All employees of JWG and its participating subsidiaries are eligible to participate in the ESP providedthat they are resident or deemed to be resident in a participating jurisdiction (as determined by theJWG board).

Purchase of shares

Eligible employees who are invited to participate in the ESP may do so by entering into an acquisitionagreement under which they agree to make contributions over a period of time determined by theJWG board (normally 12 months). The JWG board will determine the minimum and maximum level ofcontributions which may be made during that period (the minimum is typically 1 per cent. of grosssalary and the maximum is no more than 10 per cent. of gross salary).

As soon as reasonably practicable after each contribution is made, it is applied in the acquisition ofJWG Shares (subject to any dealing restrictions).

Purchased shares are normally held by a trustee or nominee on the participant’s behalf during aholding period determined by the JWG board (normally two years from the end of the enrolmentperiod).

A participant may at any time transfer or sell any purchased shares acquired on his behalf. If this isdone prior to the end of the holding period, the number of matching shares that he will becomeentitled to will be reduced proportionately.

Matching shares

A participant is entitled to a matching share award over JWG Shares. The JWG board will set the ratioof matching shares to purchased shares from time to time. The ratio cannot exceed one matchingshares to one purchased share.

Matching share awards will vest immediately following the end of the applicable holding period to theextent that the participant continues to hold the related purchased shares at that date. The vestedshares will be issued or transferred by JWG to the participant as soon as reasonably practicablethereafter.

Dividends and dividend shares

All dividends paid during the holding period in respect of shares purchased under the ESP are used toacquire additional shares which are held on the participant’s behalf.

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A participant is not entitled to receive dividends in respect of shares subject to a matching shareaward until the shares are issued or transferred to him or to another person to hold for his benefit.However, the JWG board may decide that a participant will receive, to the extent that the award vests,a number of JWG Shares, or an equivalent cash payment, representing the value of dividends paid onthe JWG Shares awarded from the date of the award until vesting.

Leaving employment

If a participant ceases to be an employee or director before the end of the holding period, normally theholding period will be deemed to end, the participant will be entitled to sell or otherwise transfer thepurchased shares and the matching share award will lapse.

However, if the participant ceases to be an employee or director before the end of the holding periodby reason of injury, ill-health or disability, the employing company or the business or part of a businessin which he is employed being transferred outside of the Wood Group or any other reason which theJWG board permits (except where a participant is summarily dismissed), the participant may retain hismatching share award and, unless the JWG board determines that the holding period will be deemedto end on that date, the matching share award will continue and vest at the end of the original holdingperiod.

If a participant dies, the holding period will be deemed to end on the date of death.

In either case, no further contributions may be made after the date of such cessation and, at the endof the relevant holding period, the participant will be entitled to sell or transfer purchased shareswithout having an effect on his matching share award and matching share awards will vest over suchnumber of shares as the JWG board may determine by reference to the number of related purchasedshares held at that time.


The number of JWG Shares subject to a matching share award may be adjusted in such manner asthe JWG board determines in the event of any variation of the share capital of JWG or a demerger,delisting, special dividend, rights issue or any similar transaction which, in the opinion of the JWGboard, may affect the current or future value of JWG Shares.


On a takeover of JWG, whether by way of offer or by way of compromise or arrangement undersection 899 of the CA 2006, any holding period applicable to purchased shares and matching shareawards will be deemed to end and no further contributions may be made by participants. Participantswill be entitled to sell or transfer purchased shares without any effect on the related matching shareaward and matching share awards will vest over such number of JWG Shares as the JWG board maydetermine by reference to the number of related purchased shares held at that time. Alternatively, theJWG board may agree with participants that their matching share awards will not vest but will beexchanged, in full, for equivalent new awards over shares in the acquiring company (or anothercompany).

In the event of the winding-up of JWG, or if JWG is or may be affected by a demerger, delisting,special dividend or other event which may, in the opinion of the JWG board affect the current or futurevalue of JWG Shares, the JWG board may determine that: the holding period will be deemed to endon that date, no further contributions may be made, purchased shares may be sold or transferredwithout any effect on related matching share awards and matching share awards will vest over suchnumber of JWG Shares as the JWG board may determine by reference to the number of relatedpurchased shares held at that time. Alternatively, the JWG board may agree with participants that theirmatching share awards will not vest but will be exchanged, in full, for equivalent new awards overshares in the acquiring company (or another company).

Dilution limits

The JWG board must not grant a matching share award or procure the acquisition of purchasedshares or dividend shares under the ESP if it do so would cause the number of JWG Shares allocatedunder the ESP and any other share plan operated by JWG to exceed 10 per cent. of the issuedordinary share capital of JWG.

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This limit does not include rights which have lapsed or existing JWG Shares other than treasuryshares which are transferred or to which an award related.

Rights may also be satisfied using treasury shares. If treasury shares are used, they will counttowards the dilution limit set out above.

Amendments

Provisions relating to eligibility, individual and dilution limits, the basis for determining a participant’sentitlement to, and the terms of, JWG Shares or cash provided under the ESP, adjustment that maybe made in the event of a variation in share capital and the amendment power cannot be alteredwithout the prior approval of JWG Shareholders in general meeting.

However, no such approval is required for other changes or for minor amendments intended to benefitthe administration of the ESP, or which is necessary or desirable to take account of any change inlegislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for anymember of the Wood Group or participants.

General

Matching share awards are not transferable.


US provisions

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

If a participant holds a matching share award under the ESP and then becomes a US participant priorto vesting, that award will be automatically modified so that its terms are consistent with the USSchedule.

Where shares or cash are required to be issued, transferred or paid (as applicable) to a participant assoon as reasonably after the vesting of a matching share award under the ESP, such issue, transfer orpayment must take place no later than 31 December in the calendar year in which the award vests.

If a participant leaves for a good leaver reason, any outstanding matching share award which he holdswill be retained and treated in accordance with the rules described above, except that the holdingperiod will be deemed to end on the date of cessation of employment.

8.9 The JWG Annual Bonus Plan

Types of award

The ABP provides for the discretionary award of bonuses to senior employees of the Wood Groupincluding executive directors. Under the ABP, a portion of a participant’s bonus award may be payablecash with the remainder deliverable in nil-cost options over JWG Shares.

Performance targets

Bonuses are granted subject to performance conditions, comprising financial measures, health andsafety measures and certain delivery milestones which are personal to the awardholder.

Performance conditions are measured over one financial year. There is no retesting of performanceconditions after the end of the measurement period.

Following the end of the relevant financial year, to the extent that the relevant performance targets aresatisfied, the participant may receive (i) a cash payment and (ii) a nil-cost share option in respect ofthe share element of the bonus award.


Options awarded under the ABP will normally vest after two years, following which the optionholdermay normally exercise his option during the following 12 months. If the optionholder is resident in theUS for tax purposes, he must exercise his option by 15 December in the year that it vests.

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Leaving employment

If a participant ceases to be an employee before the normal vesting date, his option (whether or notvested will normally lapse.

However, options will not lapse but will continue if employment ceases due to a participant’s ill-health,injury, disability, death, retirement, the sale of the participant’s employing entity outside of the WoodGroup or for any other reason at the JWG Remuneration Committee’s discretion. In thesecircumstances, an option which has vested will remain available to exercise in full and must usuallybe exercised within 12 months of the vesting date, and an unvested option will become available toexercise at the normal vesting date.

Clawback and malus

At any time in the four years following the start of the relevant bonus year, the participant’s employermay, in certain circumstances, decide to reduce, cancel or impose further conditions upon aparticipant’s ABP award. Such circumstances include, but are not limited to, material misstatement ofthe Wood Group’s financial results, a material failure of risk management by the Wood Group, seriousreputational damage to the Wood Group, serious breach of health and safety standards, or seriousmisconduct or fraud by the participant.

Dividend equivalents

A participant is not entitled to receive dividends in respect of shares subject to an option until theshares are issued or transferred to him or to another person to hold for his benefit.

However, options awarded under the ABP will be granted on the basis that a participant will receive, tothe extent that the option vests, a number of JWG Shares representing the value of dividends paid onthe JWG Shares awarded from the date of grant until vesting.

Amendments

JWG may at any time amend the rules of the ABP at its discretion.

8.10 The Amec Foster Wheeler Savings Related Share Option Scheme

Under the Co-operation Agreement, JWG agreed to offer participants in the Amec Foster Wheeler UKSharesave Plan the opportunity to exchange their outstanding options under the Amec Foster WheelerUK Sharesave Plan for an equivalent option over JWG Shares on and subject to the terms of theAmec Foster Wheeler UK Sharesave Plan (“Rollover UK Sharesave Options”). As a result, subjectto the Scheme becoming effective, participants in the Amec Foster Wheeler UK Sharesave Plan whohave elected rollover will be granted Rollover UK Sharesave Options by JWG over JWG Shares whichwill have substantially the same value as the Amec Foster Wheeler Shares which were subject to theoriginal option under the Amec Foster Wheeler UK Sharesave Plan immediately before the EffectiveDate and substantially the same aggregate exercise price.

The terms of the Amec Foster Wheeler UK Sharesave Plan which will govern these Rollover UKSharesave Options are as follows. No new options will be granted under the Amec Foster Wheeler UKSharesave Plan.

Exercise price

The exercise price of Rollover UK Sharesave Options will be set to ensure that the total exercise pricepayable to acquire JWG Shares subject to the Rollover UK Sharesave Options will be substantially thesame as the total exercise price that would have been payable to acquire Amec Foster WheelerShares under the original options they are replacing. In order to generate the exercise price funds,optionholders are required to contribute monthly through a contractual savings arrangement. Themaximum amount an optionholder may contribute is £500 per month. The original exercise price set atgrant could not be less than 80 per cent. of the market value of Amec Foster Wheeler Shares at thattime.

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Exercise of options

Options may normally only be exercised during the six-month period following the end date of therelated savings contract. This may be after the third or fifth anniversary of the date of grant. In certaincircumstances, exercise of options is permitted in respect of the number of JWG Shares that may beacquired using the proceeds of the partially completed savings contract. Examples are where aparticipant leaves employment in circumstances of death, retirement, injury, disability or redundancy. Ifa participant leaves employment other than in such special circumstances, his options will lapse.Options may also be exercised in the event of a takeover, reconstruction or voluntary winding-up ofJWG. Alternatively, in certain circumstances, options may be exchanged for options over shares in anacquiring company.

Variation of share capital

In the event of a variation of JWG’s share capital, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, the number of JWG Shares and/or the exerciseprice may be adjusted by the JWG board in such manner as it may determine to be appropriate,provided that the scheme continues to comply with Schedule 3 of the Income Tax (Earnings andPensions) Act 2003.

Rights of optionholders

Options are not transferable and may only be exercised by the persons to whom they were granted ortheir personal representatives. JWG Shares transferred under the Amec Foster Wheeler UKSharesave Plan will rank pari passu with the JWG Shares in issue (except in respect of entitlementsarising prior to the date of exercise).

Amendments

The provisions governing eligibility requirements, overall limits on the issue of shares under the AmecFoster Wheeler UK Sharesave Plan, individual limits on participation, the determination of the exerciseprice, any rights attaching to the options and the JWG Shares, the rights of optionholders in theevents of a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction orany other variation of capital of JWG and the alteration clause cannot be altered to the advantage ofeligible employees or optionholders without the prior sanction of JWG’s Shareholders in generalmeeting (except for minor alterations to benefit the administration of the Amec Foster Wheeler UKSharesave Plan, which are necessary or desirable in order to ensure that the Amec Foster WheelerUK Sharesave Plan continues to comply with Schedule 3 of the Income Tax (Earnings and Pensions)Act 2003 or maintains its tax efficiency, to comply with or take account of the provisions of anyproposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatorytreatment for participants in the Amec Foster Wheeler UK Sharesave Plan, JWG or any subsidiaryof JWG.

8.11 The Amec Foster Wheeler International Savings Related Share Option Scheme

Under the Co-operation Agreement, JWG agreed to offer participants in the Amec Foster WheelerInternational Sharesave Plan the opportunity to exchange their outstanding options under the AmecFoster Wheeler International Sharesave Plan for an equivalent option over JWG Shares on andsubject to the terms of the Amec Foster Wheeler International Sharesave Plan (“RolloverInternational Sharesave Options”). As a result, subject to the Scheme becoming effective,participants in the Amec Foster Wheeler International Sharesave Plan who have elected rollover willbe granted Rollover International Sharesave Options by JWG over JWG Shares which will havesubstantially the same value as the Amec Foster Wheeler Shares which were subject to the originaloption under the Amec Foster Wheeler International Sharesave Plan immediately before the EffectiveDate and substantially the same aggregate exercise price.

The terms of the Amec Foster Wheeler International Sharesave Plan which will govern these RolloverUK Sharesave Options are as follows. No new options will be granted under the Amec Foster WheelerInternational Sharesave Plan.

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Exercise price

The exercise price of Rollover International Sharesave Options will be set to ensure that the totalexercise price payable to acquire JWG Shares subject to the Rollover International Sharesave Optionswill be substantially the same as the total exercise price that would have been payable to acquireAmec Foster Wheeler Shares under the original options they are replacing. In order to generate theexercise price funds, optionholders may be required to make monthly savings contributions. Themaximum amount an optionholder may contribute is £500 per month. The original exercise price set atgrant could not be less than 80 per cent. of the market value of Amec Foster Wheeler Shares at thattime.

Exercise of options

Options may normally only be exercised during the six-month period following the end date of therelated savings contract. This may be after the third or fifth anniversary of the date of grant. In certaincircumstances, exercise of options is permitted in respect of the number of JWG Shares that may beacquired using the proceeds of the partially completed savings contract. Examples are where aparticipant leaves employment in circumstances of death, retirement, injury, disability or redundancy. Ifa participant leaves employment other than in such special circumstances, his options will lapse.Options may also be exercised in the event of a takeover, reconstruction or voluntary winding-up ofJWG. Alternatively, in certain circumstances, options may be exchanged for options over shares in anacquiring company.

Variation of share capital

In the event of a variation of JWG’s share capital, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, the number of JWG Shares and/or the exerciseprice may be adjusted by the JWG board in such manner as it may determine to be appropriate(provided that the adjusted option price must not exceed an amount equal to the total contribution bythe participant under the savings contract plus the number of contributions payable as a bonus underthe Amec Foster Wheeler International Sharesave Plan).

Rights of optionholders

Options are not transferable and may only be exercised by the persons to whom they were granted ortheir personal representatives. JWG Shares transferred under the Amec Foster Wheeler InternationalSharesave Plan will rank pari passu with the JWG Shares in issue (except in respect of entitlementsarising prior to the date of exercise). Options granted under the Amec Foster Wheeler InternationalSharesave Plan may be cash settled.

Amendments

The provisions governing eligibility requirements, overall limits on the issue of shares under the AmecFoster Wheeler International Sharesave Plan, individual limits on participation, the determination ofthe exercise price, any rights attaching to the options and the JWG Shares, the rights of optionholdersin the events of a capitalisation issue, rights issue, sub-division or consolidation of shares or reductionor any other variation of capital of JWG and the alteration clause cannot be altered to the advantageof eligible employees or optionholders without the prior sanction of JWG’s shareholders in generalmeeting (except for minor alterations to benefit the administration of the Amec Foster WheelerInternational Sharesave Plan, to comply with or take account of the provisions of any proposed orexisting legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment forparticipants in the Amec Foster Wheeler International Sharesave Plan, JWG or any subsidiaryof JWG.

US provisions

The Amec Foster Wheeler International Sharesave Plan contains a US Schedule. The rules for USparticipants are substantially the same as the general rules, with some changes for US tax purposesincluding those summarised below.

The exercise price set at grant could not be less than 85 per cent. of the market value of an AmecFoster Wheeler Share at that time.

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If shares acquired on exercise of an option are sold or disposed of within two years of the date ofgrant or within one year of the acquisition of the shares by the optionholder, he is required to notifyJWG in writing of the date and terms of the disposition immediately prior to such disposition.

Where an option is exercisable following termination of employment or on death, it may only beexercised in the period of three months following the date of termination or death.

In the event of a variation of JWG’s share capital, an option granted under the US Schedule may onlybe adjusted to the extent that such consistent with the provisions of section 423 of the US InternalRevenue Code of 1986 (as amended).

8.12 Amec Foster Wheeler plc Long-Term Incentive Plan 2015

Under the Co-operation Agreement, JWG agreed to exchange the portion of options or awardsgranted under the Amec Foster Wheeler LTIP to participants in 2017 that would otherwise lapse onCourt Sanction due to time pro-rating for an equivalent options/awards (“Rollover LTIP awards”).Where the original options/awards were subject to performance conditions, the correlating RolloverLTIP awards will also be subject to performance conditions to be agreed between Amec FosterWheeler and JWG.

Vesting of awards and exercise of options

Awards will normally only vest to the extent any relevant conditions are met. As soon as reasonablypracticable and in any case within 30 days of vesting, or, in the case of an option, within 30 days ofexercise, shares will be issued or transferred to the participant. In the case of an option, theparticipant may normally exercise a vested option for up to 18 months.

Instead of issuing or transferring shares, the JWG Remuneration Committee may decide to pay acash amount equal to the value of those shares (less any exercise price in the case of an option). Anaward may include the right to receive an additional amount on vesting or, in the case of options,exercise, based on the dividends payable on the vested shares between the date of the award andthe date of vesting/exercise. This amount may be paid in cash or additional shares.

If a participant leaves employment, then the award will normally lapse and any shares will be forfeited.However, in certain circumstances, the awards will continue and vest either on the original vestingdate or, if the JWG Remuneration Committee decides, on the date the participant leaves. Examplesare where a participant leaves employment due to injury, ill-health, disability, retirement or redundancy.An award will only vest early to the extent that any performance condition is satisfied at the date ofvesting. Unless the JWG Remuneration Committee decides otherwise, the number of shares inrespect of which it vests will be reduced to reflect the early vesting or, where an award vests on itsoriginal vesting date, to reflect the part of the vesting period which had elapsed at the date theparticipant left employment. Additionally, the JWG Remuneration Committee may make the vestingsubject to such further conditions as it determines.

If a participant dies, his award will vest in full and, in the case of options, become exercisable on thedate of death.

In a takeover, merger or other corporate event affecting JWG, participants may be allowed or requiredto exchange their awards for awards over shares in the acquiring company. Alternatively, an awardmay vest in these circumstances, and the JWG Remuneration Committee will determine theproportion of the award which vests depending on the extent to which any performance conditionshave been satisfied and the time elapsed since the award date.

Variation in share capital

In the event of a variation of JWG’s share capital, including a capitalisation or rights issue,sub-division, consolidation or reduction of share capital, the number or class of JWG Shares subject tothe award and, in the case of options, the exercise price may be adjusted by the JWG RemunerationCommittee.

Rights of participants

Awards are not transferable and may only be exercised by the persons to whom they were granted ortheir personal representatives. JWG Shares transferred under the Amec Foster Wheeler LTIP will rank

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pari passu with the JWG Shares in issue (except in respect of entitlements arising prior to the date ofexercise).

Amendments

The provisions governing eligibility requirements, overall limits on the issue of shares under the AmecFoster Wheeler LTIP, individual limits on participation, the rights of participants in the event of acapitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction orany other variation of capital of Amec Foster Wheeler and the alteration clause cannot be altered tothe advantage of eligible participants without the prior agreement of JWG shareholders in generalmeeting (except for minor changes to benefit the administration of the Amec Foster Wheeler LTIP, tocomply with or take account of the provisions of any proposed or existing legislation, to take accountof any changes to legislation or to obtain or maintain favourable tax, exchange control or regulatorytreatment for participants in the Amec Foster Wheeler LTIP).

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PART XVIADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

The Current JWG Directors and the JWG Proposed Directors, whose names appear in Part IV(Directors, Company Secretary, registered and head offices and advisers), and JWG acceptresponsibility for the information contained in this Prospectus. To the best of the knowledge of theCurrent JWG Directors, the JWG Proposed Directors and JWG (each of whom has taken allreasonable care to ensure that such is the case), the information contained in this Prospectus is inaccordance with the facts and this Prospectus does not omit anything likely to affect the import ofsuch information.

2. COMPANY INFORMATION

JWG was incorporated in Scotland on 17 March 1961, as a private company under the CA 1948 withthe name John Wood & Son (Aberdeen) Limited. On 23 August 1982, JWG was re-registered as apublic company limited by shares and changed its name from The John Wood Group Limited to JohnWood Group PLC. JWG is registered at Companies House under company number 036219.

JWG’s registered office is at 15 Justice Mill Lane, Aberdeen AB11 6EQ. The telephone number forJWG’s registered office is +44 1224 851000.

The principal legislation under which JWG operates and under which the New JWG Shares will becreated is the CA 2006.

3. SHARE CAPITAL

3.1 Issued share capital

The issued and fully paid share capital of JWG as at the Latest Practicable Date was as set out in thefollowing table.

ISSUED SHARE CAPITAL (AS AT THE LATEST PRACTICABLE DATE)

NUMBERISSUED FULLY PAID

AGGREGATENOMINAL VALUE

TOTAL ISSUED SHARE CAPITAL . . . . . . . . . . . . . 383,175,384 Yes £16,421,802

As at the Latest Practicable Date, JWG did not hold any JWG Shares in treasury. JWG TrusteesLimited, a subsidiary company, as trustee of the JWG 1994 ESOS Trust, held 421,006 shares in thecapital of JWG. No other subsidiary of JWG held any JWG Shares.

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Details of the total number of options (at the consideration specified) and awards under the JWGShare Plans outstanding as at the Latest Practicable Date are set out in the following table.

TOTAL NUMBER OF OPTIONS UNDER JWG SHARE PLANS (AS AT THE LATESTPRACTICABLE DATE)

JWG Share PlanDate ofgrant

Number ofJWG Shares

underoption

Exerciseprice£ Exercisable from/until

2002 ESOS No 1 . . . . . . . . . . . 25/03/2008 25,000 3.8175 25/03/2012 to 25/03/20182002 ESOS No 1 . . . . . . . . . . . 01/04/2009 193,200 2.22 01/04/2013 to 01/04/20192002 ESOS No 1 . . . . . . . . . . . 07/04/2010 250,614 3.7743 07/04/2014 to 07/04/20202002 ESOS No 2 . . . . . . . . . . . 07/04/2010 10,000 3.7743 07/04/2014 to 07/04/20202002 ESOS No 1 . . . . . . . . . . . 04/10/2011 383,440 5.295 04/10/2015 to 04/11/20212002 ESOS No 2 . . . . . . . . . . . 04/10/2011 9,000 5.295 04/10/2015 to 04/11/20212002 ESOS No 2 . . . . . . . . . . . 13/04/2012 540,833 6.805 13/04/2016 to 13/04/20222002 ESOS No 2 . . . . . . . . . . . 13/04/2012 19,365 6.805 13/04/2016 to 13/04/2022LTRP . . . . . . . . . . . . . . . . . . . 28/09/2012 9,375 0.04286 28/09/2016 to 28/09/20172012 ESOS No 2 . . . . . . . . . . . 16/04/2013 991,235 8.4533 16/04/2017 to 16/04/2023LTRP . . . . . . . . . . . . . . . . . . . 16/04/2013 228,900 0.04286 16/04/2017 to 16/04/2018LTP (conditional) . . . . . . . . . . . . 01/01/2013 55,946 nil 01/03/2018 to 01/03/2019LTP (unconditional) . . . . . . . . . . 01/06/2013 8,000 nil 01/06/2017 to 01/06/20182012 ESOS No 1 . . . . . . . . . . . 18/09/2013 4,000 8.1217 18/09/2017 to 18/09/2023LTP (unconditional) . . . . . . . . . . 18/09/2013 3,500 nil 18/09/2017 to 18/09/20182012 ESOS No 2 . . . . . . . . . . . 01/04/2014 878,741 7.6767 01/04/2018 to 01/04/2024LTP (unconditional) . . . . . . . . . . 01/04/2014 621,345 nil 01/04/2018 to 01/04/2019LTP (conditional) . . . . . . . . . . . . 01/01/2014 239,433 nil 01/03/2017 to 01/03/2020LTP (unconditional) . . . . . . . . . . 25/09/2014 53,000 nil 25/09/2018 to 25/09/2019LTP (conditional) . . . . . . . . . . . . 01/01/2015 2,747,857 nil 01/03/2018 to 01/03/2021LTP (unconditional) . . . . . . . . . . 17/09/2015 190,625 nil 17/09/2019 to 17/09/2020LTIP . . . . . . . . . . . . . . . . . . . . 11/03/2015 47,845 nil 11/03/2017 to 11/03/2018ABP . . . . . . . . . . . . . . . . . . . . 01/03/2015 124,086 nil 01/03/2017 to 01/03/2018ABP . . . . . . . . . . . . . . . . . . . . 01/03/2016 235,228 nil 01/03/2018 to 01/03/2019LTP (conditional) . . . . . . . . . . . . 01/01/2016 2,748,526 nil 01/03/2019 to 01/03/2022LTP (unconditional) . . . . . . . . . . 31/08/2016 285,833 nil 31/08/2020 to 31/08/2021LTP (unconditional) . . . . . . . . . . 22/02/2017 30,000 nil 22/02/2021 to 22/02/2022LTP (conditional) . . . . . . . . . . . . 01/01/2017 2,413,900 nil 01/03/2020 to 01/03/2023ABP . . . . . . . . . . . . . . . . . . . . 01/03/2017 198,736 nil 01/03/2019 to 01/03/2020LTP (unconditional) . . . . . . . . . . 03/05/2017 10,000 nil 02/05/2021 to 02/05/2022

3.2 History of share capital

Details of changes in JWG’s share capital for the years ending 31 December 2016, 31 December2015 and 31 December 2014 are set out in the following table. No JWG Shares were held in treasuryduring these periods.

ISSUED SHARE CAPITAL (CHANGES IN YEARS ENDING 31 DECEMBER 2016, 2015 AND 20142016 2015 2014

TOTAL OPENING ISSUED SHARE CAPITAL . . . . . . 378,875,384 376,975,384 375,075,384MOVEMENTS IN ISSUED SHARE CAPITAL . . . . . . . 2,150,000 1,900,000 1,900,000CLOSING NUMBER OF SHARES . . . . . . . . . . . . . . 381,025,384 378,875,384 376,975,384TOTAL ISSUED ORDINARY SHARE CAPITAL . . . . . 381,025,384 378,875,384 376,975,384

4. MAJOR SHAREHOLDERS

As at the Latest Practicable Date, JWG had been notified in accordance with DTR 5 of the direct and/or indirect interests of the following underlying investors in three per cent. or more of the issued

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ordinary share capital of JWG (being the threshold of notification under the Disclosure andTransparency Rules).

MAJOR SHAREHOLDERS (AS AT THE LATEST PRACTICABLE DATE)

Name

Number of JWGShares withvoting rights

per cent. of JWGShares

per cent. of JWGShares

immediatelyfollowingAdmission

FMR LLC . . . . . . . . . . . . . . . . . . . . . . . . . 55,915,074 14.59 8.98BlackRock Group . . . . . . . . . . . . . . . . . . . . 39,888,774 10.41 7.68Threadneedle AM . . . . . . . . . . . . . . . . . . . . 27,485,232 7.17 4.36Aberdeen AM Plc . . . . . . . . . . . . . . . . . . . . 26,427,063 6.90 4.47APG AM N.V. . . . . . . . . . . . . . . . . . . . . . . . 19,400,000 5.06 2.85Baillie Gifford & Co . . . . . . . . . . . . . . . . . . . 17,788,873 4.64 2.81Dimensional Fund Advisors Ltd . . . . . . . . . . . 16,017,735 4.18 3.26Mondrian Investment Partners Limited . . . . . . 14,727,159 3.84 5.49M&G Investment Management . . . . . . . . . . . 11,501,296 3.00 2.07

The major shareholders in JWG do not have different voting rights to other shareholders or asbetween themselves.

JWG and the JWG Directors are not aware of any persons who, as at the Latest Practicable Date,directly or indirectly, jointly or severally, exercise or could exercise control over JWG nor are theyaware of any arrangements the operation of which may at a subsequent date result in a change ofcontrol of JWG.

5. RESOLUTIONS AND AUTHORITIES

Existing resolutions and authorities

Pursuant to the CA 2006, with effect from 1 October 2009 the concept of authorised share capital wasabolished and, accordingly, there is no limit on the maximum amount of shares that may be allottedby JWG.

(A) By an ordinary resolution at JWG’s 2017 AGM held on 10 May 2017, the JWG directors weregenerally and unconditionally authorised by the JWG Shareholders, in accordance withsection 551 of the CA 2006, to exercise all powers of JWG to allot JWG Shares and to grantrights to subscribe for or to convert any security into JWG Shares:

(i) up to an aggregate nominal amount of £5,473,934.06 (such amount to be reduced by thenominal amount allotted or granted under (ii) below in excess of such sum); and

(ii) comprising equity securities (as defined by section 560(1) of CA 2006) up to a nominalamount of £10,947,868.12 (such amount to be reduced by any allotments or grants madeunder (i) above) in connection with an offer by way of a rights issue: (a) to JWGShareholders in proportion (as nearly as may be practicable) to their existing holdings; and(b) to holders of other equity securities as required by the rights of those securities or asthe JWG directors otherwise consider necessary,

such authorities to apply until the earlier of the date falling 15 months after the passing of theresolution and the end of the next AGM of JWG (unless previously renewed, revoked or variedby JWG Shareholders in general meeting) but, in each case, during this period JWG may makeoffers and enter into agreements which would, or might, require shares to be allotted or rights tosubscribe for or to convert securities into shares to be granted after the authority expires and theJWG directors may allot shares or grant rights to subscribe for or to convert securities intoshares under any such offer or agreement as if the authority had not expired. Further, suchauthority is to the exclusion of and in substitution for any such earlier authority.

(B) The JWG directors are also empowered by way of special resolution to allot equity securities (asdefined in section 560(1) of the CA 2006) for cash under the authority conferred by the resolutiondescribed above in paragraph (A) and/or to sell ordinary shares held by JWG as treasury sharesfor cash as if section 561 of the CA 2006 did not apply to any such allotment or sale, such powerto be limited:

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(i) to the allotment of equity securities and sale of treasury shares for cash in connection withan offer of, or invitation to apply for, equity securities (but in the case of authority grantedunder paragraph (A)(ii) above, by way of rights issue only): (a) to ordinary shareholders inproportion (as nearly as may be practicable) to their existing holdings; and (b) to holders ofother equity securities, as required by the rights of those securities or as the JWG boardotherwise considers necessary. The JWG directors may impose any limits or restrictionsand make such exclusions or arrangements which they consider necessary or appropriateto deal with treasury shares, fractional entitlements, record dates, legal, regulatory orpractical problems in, or under the laws of, or the requirements of any relevant regulatorybody or stock exchange in, any territory or any other matter; and

(ii) in the case of the authority granted under paragraph (A)(i) above and/or in the case of anysale of treasury shares for cash which is treated as an allotment of equity securities undersection 560(3) of the CA 2006, to the allotment (otherwise than under paragraph (A)(i)above) of equity securities or the sale of treasury shares up to a nominal amount of£821,090.10,

such authority to apply until the earlier of the date falling 15 months after the passing of theresolution and the end of the next JWG AGM but, in each case, during this period JWG maymake offers and enter into agreements which would, or might, require equity securities to beallotted (and/or treasury shares to be sold) after such authority expires and notwithstanding suchexpiry the JWG directors may allot equity securities (and sell treasury shares) under any suchoffer or agreement as if the power conferred had not expired.

(C) The JWG directors are also authorised to allot equity securities (as defined in section 560 of theCA 2006) for cash under the authority given by the resolution described above in paragraph (B)and/or to sell ordinary shares held by JWG as treasury shares for cash as if section 561 of theCA 2006 did not apply to any such allotment or sale, such power: (i) to be limited to the allotmentof equity securities or sale of treasury shares up to a nominal amount of £821,090.10; and (ii)used only for the purposes of financing (or refinancing, if the authority is to be used within sixmonths after the original transaction) a transaction which the JWG directors determine to be anacquisition or other capital investment of a kind contemplated by the Statement of Principles onDisapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to thedate of the notice for the 2017 JWG AGM, provided that such authority granted under theresolution shall only apply until the earlier of the date falling 15 months after the passing of theresolution and the end of the next JWG AGM, except that JWG may before such expiry makeoffers or enter into agreements which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry and notwithstanding such expiry the JWGDirectors may allot equity securities (and/or sell treasury shares) in pursuance of such offers oragreements as if the power conferred hereby had not expired.

(D) JWG is also authorised for the purposes of section 701 of the CA 2006 to make one or moremarket purchases (as defined in section 693(4) of the CA 2006) of JWG Shares, such power tobe limited: (i) to a maximum number of 38,317,538 ordinary shares; (ii) by the condition that theminimum price (exclusive of expenses) which may be paid for a JWG Share is 4 2/7 pence pershare and the maximum price (exclusive of expenses) which may be paid for a JWG Share isthe higher of: (a) an amount equal to 105 per cent. of the average market value of a JWG Shareas derived from the London Stock Exchange Daily Official List for the five Business Daysimmediately preceding the day on which the JWG Share is contracted to be purchased; and (b)the higher of the price of the last independent trade and the highest current independent bid onthe London Stock Exchange Official List at the time the purchase is carried out. Such authorityshall expire on the earlier of the date falling 15 months after the passing of the resolution and theend of the next JWG AGM (unless such authority is renewed, varied or revoked prior to suchtime), but in each case so that JWG may enter into a contract to purchase JWG Shares prior tothe expiry of such authority, which will or may be completed or executed wholly or partly after theexpiration of such authority and JWG may purchase JWG Shares pursuant to any such contractas if the authority had not expired.

Shareholder authorities to be proposed at the JWG General Meeting

The Combination will be effected, and the New JWG Shares will be issued, under the JWG Resolutionto be proposed at the JWG General Meeting.

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“RESOLUTION 1 (Ordinary Resolution)

THAT:

(A) the proposed acquisition (which is a “Class 1 transaction” for the purposes of the listing rules andregulations made by the FCA under the Financial Services and Markets Act 2000 and containedin the FCA’s publication of the same name, as amended from time to time) by the Company ofthe entire issued ordinary share capital of Amec Foster Wheeler plc (“Amec Foster Wheeler”),to be effected pursuant to a scheme of arrangement of Amec Foster Wheeler under Part 26 ofthe Companies Act 2006 (the ‘‘Scheme’’) (or by way of a takeover offer as defined in Chapter 3of Part 28 of the Companies Act 2006 in the circumstances set out in the Co-operationAgreement entered into between the Company and Amec Foster Wheeler dated 13 March 2017(an “Offer”)) (the ‘‘Combination”) substantially on the terms and subject to the conditions setout in:

(i) the circular to shareholders of the Company dated 23 May 2017 (the “Circular”) outliningthe Combination, of which this notice convening this General Meeting (the “Notice”) formspart; and

(ii) the prospectus prepared by the Company in connection with Admission (defined below)dated 23 May 2017,

be and is hereby approved and the directors of the Company (the ‘‘Directors’’) (or a dulyauthorised committee thereof) be and are hereby authorised to do or procure to be done all suchacts and things as they consider necessary, expedient or appropriate in connection with theCombination and this resolution (including for the purpose of obtaining any approval, consent,clearance or permission that is a condition to the Combination or that the Directors considernecessary or expedient) and to agree such modifications, variations, revisions, waivers oramendments to the terms and conditions of the Combination (provided that such modifications,variations, revisions, waivers or amendments do not materially change the terms of theCombination for the purposes of the UK Listing Authority’s Listing Rule 10.5.2) and to anydocuments and arrangements relating thereto, as the Directors (or a duly authorised committeethereof) may in their absolute discretion think fit; and

(B) subject to and conditional upon:

(i) the Scheme becoming effective, except for the conditions relating to:

(a) the delivery of the order of the High Court of Justice in England and Walessanctioning the Scheme to the Registrar of Companies in England and Wales;

(b) the UK Listing Authority having acknowledged to the Company or its agent (and suchacknowledgment not having been withdrawn) that the application for the admission ofthe new ordinary shares of 4 2/7 pence each in the capital of the Company to beissued pursuant to the Scheme (or, as the case may be, the Offer) (the “New JWGShares”) to listing on the premium listing segment of the Official List maintained bythe UK Listing Authority has been approved and (after satisfaction of any conditions towhich such approval is expressed to be subject (the “listing conditions”)) willbecome effective as soon as a dealing notice has been issued by the FinancialConduct Authority and any listing conditions having been satisfied and the LondonStock Exchange plc having acknowledged to the Company or its agent (and suchacknowledgment not having been withdrawn) that the New JWG Shares will beadmitted to trading on the main market of the London Stock Exchange plc(“Admission”); or, as the case may be,

(i) an Offer becoming or being declared wholly unconditional (except for Admission),

the Directors be and hereby are generally and unconditionally authorised pursuant tosection 551 of the Companies Act 2006 (in addition, to the extent unutilised, to the authoritygranted to the Directors at the Company’s annual general meeting held on 10 May 2017,which remains in full force and effect) to exercise all the powers of the Company to allot theNew JWG Shares and grant rights to subscribe for or to convert any security into shares inthe Company, up to an aggregate nominal amount of £13,979,832.13, in each case,credited as fully paid, with authority to deal with fractional entitlements arising out of suchallotment as they think fit and to take all such other steps as they may in their absolute

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discretion deem necessary, expedient or appropriate to implement such allotments inconnection with the Combination, and which authority shall expire at the close of businesson the fifth anniversary of the date of this resolution (unless previously revoked, renewed orvaried by the Company in general meeting), save that the Company may before suchexpiry make an offer or enter into an agreement which would or might require shares to beallotted, or rights to subscribe for or to convert securities into shares to be granted, aftersuch expiry and the Directors may allot shares or grant such rights in pursuance of such anoffer or agreement as if the authority conferred by this resolution had not expired.

By order of the Board,William G. Setter

Company Secretary

23 May 2017

Registered office:15 Justice Mill Lane,Aberdeen AB11 6EQUnited Kingdom

Registered in Scotland No. 036219

Explanatory note to Resolution 1

Resolution 1, which will be proposed as an ordinary resolution, proposes that:

(a) the Combination be approved and the Directors be authorised to implement theCombination; and

(b) the Directors be authorised to allot the New JWG Shares in connection with the Combination upto an aggregate nominal amount of £13,979,832.13 (representing 326,196,083 ordinary sharesof 4 2/7 pence each).

If the resolution is passed, this authority will expire on close of business on the fifth anniversary of thedate of this resolution. This authority is in addition to the Company’s authority to allot shares grantedat the Company’s annual general meeting on 10 May 2017.”

6. SUMMARY OF THE JWG ARTICLES OF ASSOCIATION

The JWG Articles of Association were adopted by JWG on 10 May 2017 and contain (among others)provisions to the following effect.

6.1 Objects and purpose

JWG’s objects are unrestricted.

6.2 JWG directors

Number of JWG directors

The JWG Articles of Association provide that JWG must have a minimum of two JWG directors andcan have a maximum of 16 JWG directors (disregarding alternate JWG directors).

JWG directors’ shareholding qualification

JWG Executive Directors are required to hold shares in the capital of JWG in the amount asdetermined from time to time by the JWG board or other committee of JWG. No shareholdingqualification is required of JWG Non-executive Directors.

Appointment of JWG directors

JWG can, by passing an ordinary resolution, appoint any willing person to be a JWG director.

The JWG board can appoint any willing person to be a JWG director. Any JWG director so appointedmust retire from office at the next annual general meeting and shall then be eligible for reappointment.

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Retirement of JWG directors

Under the JWG Articles of Association, every JWG director shall retire from office at every generalmeeting and may offer himself for reappointment by the JWG Shareholders.

Removal of JWG directors

In addition to any power to remove directors conferred by the CA 2006, JWG can pass a specialresolution to remove a JWG director from office even though his time in office has not expired and canappoint a person to replace a JWG director who has been removed in this way by passing an ordinaryresolution.

Vacation of office by JWG directors

Any JWG director automatically stops being a JWG director if: (i) he gives written notice of resignation;(ii) he gives written notice in which he offers to resign and the JWG board decided to accept his offer;(iii) all of the other JWG directors (who must comprise at least three people) sign a written noticerequiring the JWG director to resign; (iv) he is or has been suffering from mental ill health or becomesa patient for the purpose of any statute relating to mental health and the JWG board resolves that hisoffice is to be vacated; (v) he is absent without permission of the JWG board from meetings of theJWG board (whether or not an alternate JWG director appointed by him attends) for six consecutivemonths and the JWG board resolves that his office is vacated; (vi) he becomes bankrupt orcompounds with his creditors generally; (vii) he is prohibited by law from being a director; or (viii) heceases to be a JWG director by virtue of the CA 2006 or is removed from office under the JWGArticles of Association. If a JWG director stops being a JWG director for any reason, he will alsoautomatically cease to be a member of any committee or sub-committee of the JWG board.

Alternate JWG directors

Each JWG director may appoint any person to be his alternate and may at his discretion remove analternate JWG director so appointed. That appointment requires the approval of the JWG board,unless previously approved by the JWG board or unless the appointee is another JWG director.

Proceedings of the JWG board

If no other quorum is fixed by the JWG board, two JWG directors are a quorum. A directors’ meetingat which a quorum is present is competent to exercise all the powers, authorities and discretionsvested in or exercisable by the JWG board.

All or any of the JWG directors can take part in a meeting of the JWG board by way of a conferencetelephone or any communication equipment which allows all persons participating in the meeting tospeak to and hear each other. A person taking part in this way will be deemed to be present in theperson at the meeting and will be entitled to vote and be counted in a quorum accordingly.

The JWG board can appoint any JWG director as chairman or deputy chairman of the JWG board andcan remove him from that office at any time.

Matters to be decided at a JWG board meeting will be decided by a majority vote. If votes are equal,the chairman of the meeting has a second, casting vote.

The JWG board can delegate any of its powers, authorities and discretions (with power to sub-delegate) to committees of one or more persons. Any committee must comply with any regulationsimposed on it by the JWG board. Persons who are not JWG directors can be members of thecommittee, provided that the majority of persons on any committee or sub-committee must be JWGdirectors.

Fees

The total fees paid to all of the JWG directors (excluding any payments made under any otherprovision of the JWG Articles of Association) must not exceed £1,000,000 a year or any higher sumdecided on by an ordinary resolution of JWG.

The JWG board, or any committee authorised by the JWG board, can award extra fees to any JWGdirector who, in its view, performs any services beyond his ordinary duties. The extra fees can theform of salary, commission, participation in profits or other benefits.

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JWG can pay the reasonable travel, hotel and incidental expenses of each JWG director incurred inattending and returning from general meetings, meetings or the board of committees of the board orany other meetings which, as a JWG director, he is entitled to attend.

Pensions and gratuities

The JWG board or any committee authorised by the JWG board may exercise the powers of JWG toprovide benefits, either by the payment of gratuities or pensions or by insurance or in any othermanner for any JWG director or former JWG director or his relations, dependants or personsconnected to him, provided that no benefits (except those provided for by the JWG Articles ofAssociation) may be granted to or in respect of a JWG director or former JWG director who has notbeen employed by or held an executive office or place of profit under the JWG or any of its subsidiaryundertakings or their respective predecessors in business without the approval of an ordinaryresolution of JWG. No JWG director or former JWG director shall be accountable to JWG or JWGShareholders for any such benefit and the receipt of any such benefit shall not disqualify any personfrom being or becoming a JWG director.

JWG directors’ interests

Conflicts of interest requiring JWG board authorisation

The JWG board may, subject to the quorum and voting requirements set out below, authorise anymatter which would otherwise involve a JWG director breaching his duty under the Legislation to avoidconflicts of interest (“Conflict”). A JWG director seeking authorisation in respect of a Conflict shalldeclare to the JWG board the nature and extent of his interest in a Conflict as soon as is reasonablypracticable. The JWG director shall provide the JWG board with such details of the relevant matter asare necessary for the JWG board to decide how to address the Conflict together with such additionalinformation as may be requested by the JWG board.

Any JWG director (including the relevant JWG director) may propose that the relevant JWG directorbe authorised in relation to any matter the subject of a Conflict. Such proposal and any authority givenby the JWG board shall be effected in the same way that any other matter may be proposed to andresolved upon by the JWG board save that: (i) the relevant JWG director and any other JWG directorwith a similar interest shall not count towards the quorum nor vote on any resolution giving suchauthority; and (ii) the relevant JWG director and any other JWG director with a similar interest may, ifthe other members of the JWG board so decide, be excluded from any JWG board meeting while theConflict is under consideration.

Where the JWG board gives authority in relation to a Conflict, or where any of the situations describedin (i) to (v) of the paragraph below (“Other conflicts of interest”) apply in relation to a JWG director(a “Relevant Situation”): (i) the JWG board may, either at the relevant time or subsequently,(a) require that the relevant JWG director is excluded from the receipt of information, the participationin discussion and/or the making of decisions (whether at meetings of the JWG board or otherwise)related to the Conflict or Relevant Situation; and (b) impose upon the relevant JWG director suchother terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine;(ii) the relevant JWG director will be obliged to conduct himself in accordance with any terms imposedby the JWG board in relation to the Conflict or Relevant Situation; (iii) the JWG board may provide thatwhere the relevant JWG director obtains (otherwise than through his position as a JWG director)information that is confidential to a third party, the JWG director will not be obliged to disclose thatinformation to JWG, or to use or apply the information in relation to the JWG’ s affairs, where to do sowould amount to a breach of that confidence; (iv) the terms of the authority shall be recorded in writing(but the authority shall be effective whether or not the terms are so recorded); and (v) the JWG boardmay revoke or vary such authority at any time but this will not affect anything done by the relevantJWG director prior to such revocation in accordance with the terms of such authority.

Other conflicts of interest

If a JWG director is in any way directly or indirectly interested in a proposed contract with JWG or acontract that has been entered into by JWG, he must declare the nature and extent of that interest tothe other JWG directors in accordance with the Legislation. Provided he has so declared his interest,a JWG director may: (i) be party to, or otherwise interested in, any contract with JWG or in whichJWG has a direct or indirect interest; (ii) hold any other office or place of profit with JWG (except that

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of auditor) in conjunction with his office of JWG director for such period and upon such terms,including as to remuneration, as the JWG board may decide; (iii) act by himself or through a firm withwhich he is associated in a professional capacity for JWG or any other company in which JWG maybe interested (otherwise than as auditor); (iv) be or become a director or other officer of, or employedby or otherwise be interested in any holding company or subsidiary company of JWG or any othercompany in which JWG may be interested; and (v) be or become a director of any other company inwhich JWG does not have an interest and which cannot reasonably be regarded as giving rise to aconflict of interest at the time of his appointment as a JWG director.

JWG directors’ indemnities

To the extent permitted by Legislation, JWG may indemnify any JWG director or former JWG directoror of any associated company against any liability and may purchase and maintain for any JWGdirector or former JWG director or of any associated company insurance against any liability. No JWGdirector or former JWG director or of any associated company shall be accountable to JWG or theJWG Shareholders for any benefit provided pursuant to such benefit and the receipt of any suchbenefit shall not disqualify any person from being or becoming a JWG director.

6.3 Rights attaching to JWG Shares

Subject to any rights attached to existing JWG Shares, any share may be issued with or haveattached to it such rights and restrictions as JWG may by ordinary resolution decide or, if no suchresolution has been passed or so far as the resolution does not make specific provision, as the JWGboard may decide. Such rights and restrictions shall apply to the relevant JWG Shares as if the samewere set out in JWG’s Articles of Association.

Dividends

Under the applicable laws in England, dividends are payable only out of profits available fordistribution, as determined in accordance with the CA 2006 and under IFRS.

Subject to the CA 2006, if the JWG board consider that JWG’s financial position justifies the paymentof a dividend, the JWG board may pay a fixed dividend at intervals settled by the JWG board orinterim dividends of any amounts on any dates and for any periods which it decides. JWG can declaredividends in accordance with the respective rights of JWG Shareholders by passing an ordinaryresolution, although such dividends cannot exceed the amount recommended by the JWG board.

The JWG board may deduct from any dividend to a JWG Shareholder, all sums of money presentlypayable by the JWG Shareholder to JWG on account of calls or otherwise in respect of the JWGShares. No dividend payable by JWG or in respect of any JWG Shares will bear interest against JWG.

Unless the rights attaching to, or terms of issue of, any JWG Shares say otherwise, the JWG boardmay decide the basis of the conversion of any currency conversions that may be required. The JWGboard can also decide how any costs relating to the choice of currency will be met.

Any dividend or other sum payable in cash by JWG in respect of a JWG Share may be paid bycheque, warrant or similar financial instrument payable to the JWG Shareholder entitled to thedividend by post addressed to the JWG Shareholder’s registered address or, in the case of joint JWGShareholders, addressed to the JWG Shareholder whose name stands first in the register in respectof the JWG Shares at his address as appearing in the register or addressed to such person and atsuch address as the JWG Shareholder or joint JWG Shareholders may in writing direct. A dividendcan also be paid by any bank or other funds transfer system or such other means including, in respectof uncertificated JWG Shares, by means of the facilities and requirements of a relevant system and toor through such person as the JWG Shareholder or joint JWG Shareholders may in writing direct andJWG may agree, and the making of such payment shall be a good discharge to JWG and JWG shallhave no responsibility for any sums lost or delayed in the course of payment by any such system orother means or where it has acted on any such directions and accordingly, payment by any suchsystem or other means shall constitute a good discharge to JWG.

All dividends or other sums payable on or in respect of any JWG Shares which remain unclaimed maybe invested or otherwise made use of by the JWG board for JWG’s benefit until claimed. Any dividendor other sum unclaimed after a period of 12 years from the date when it was declared or became duefor payment shall be forfeited and shall revert to JWG unless the JWG board decides otherwise and

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the payment by the JWG board of any unclaimed dividend or other sum payable on or in respect of aJWG Share into a separate account shall not constitute JWG a trustee in respect of it.

The JWG board may, if authorised by an ordinary resolution of JWG, offer any JWG Shareholder theright to elect to receive JWG Shares, credited as fully paid, by way of scrip dividend instead of cash inrespect of the whole (or some part, to be determined by the JWG board) of any dividend (subject tocertain conditions).

Pre-emption rights

Subject to the provisions of any Legislation, the JWG Articles of Association and any resolutionpassed by JWG and without prejudice to any rights attached to existing JWG Shares, the JWG boardmay offer, allot, grant options over or otherwise deal with or dispose of JWG Shares to such persons,at such times and such consideration and upon such terms as the JWG board may decide.

Voting

Subject to any special terms as to voting upon which any JWG Shares may be issued or may at therelevant time be held, JWG Shareholders shall be entitled to vote at a general meeting, whether on ashow of hands or on a poll as provided in the CA 2006. For this purpose, where a proxy is givendiscretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevantJWG Shareholder to vote in the way in which the proxy elects to exercise that discretion.

Redemption provisions

Subject to any rights attached to existing JWG Shares, any JWG Share may be issued which is to beredeemed, or is liable to be redeemed at the option of JWG or the JWG Shareholder. The JWG boardmay determine the terms, conditions and manner of redemption of any redeemable JWG Share soissued. Such terms and conditions shall apply to the relevant JWG Shares as if the same were set outin the JWG Articles of Association.

Calls on JWG Shares

Subject to the terms of issue, the JWG board may from time to time make calls upon JWGShareholders in respect of any moneys unpaid on their JWG Shares (whether on account of thenominal amount of the JWG Shares or by way of premium) and not payable on a date fixed by or inaccordance with the terms of issue, and each JWG Shareholder shall (subject to JWG serving uponhim at least 14 clear days’ notice specifying when and where payment is to be made) pay to JWG asrequired by the notice the amount called on his JWG Shares. A call may be made payable byinstalments. A call may be revoked or postponed, in whole or in part, as the JWG board may decide.A person upon whom a call is made shall remain liable jointly and severally with the successors in titleto his JWG Shares for all calls made upon him notwithstanding the subsequent transfer of the JWGShares in respect of which the call was made.

A call shall be deemed to have been made at the time when the resolution of the JWG boardauthorising the call was passed.

Transfer of JWG Shares

There are no significant restrictions on the transfer of JWG Shares.

Except as set out below, any JWG Shareholder can transfer some or all of his certificated shares toanother person. A transfer of certificated JWG Shares must be made in any usual form or in any otherform which the JWG board may approve.

Except as set out below, any JWG Shareholder can transfer some or all of his uncertificated JWGShares to another person. A transfer of uncertificated JWG Shares must comply with theuncertificated securities rules.

The transferor of a JWG Share shall be deemed to remain the holder of the share concerned until thename of the transferee is entered in the register in respect of it.

The JWG board can refuse to register the transfer of any JWG Shares which are not fully paid.Further rights to decline registration are as follows:

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(A) Certificated JWG Shares

The JWG board may decline to register any certificated JWG Share unless: (i) the instrument oftransfer is duly stamped or duly certified or otherwise shown to the satisfaction of the JWG boardto be exempt from stamp duty and is left at the office or such other place as the JWG board mayfrom time to time determine accompanied (save in the case of a transfer by a person to whomJWG is not required by law to issue a certificate and to whom a certificate has not been issued)by the certificate for the JWG Share to which it relates and such other evidence as the JWGboard may reasonably require to show the right of the person signing the instrument of transferto make the transfer and, if the instrument of transfer is signed by some other person on hisbehalf, the authority of that person so to do; (ii) the instrument of transfer is in respect of onlyone class of JWG Share; and (iii) in the case of a transfer of joint JWG Shareholders, thenumber of JWG Shareholders to whom the JWG Share is to be transferred does not exceedfour.

(B) Uncertificated JWG Shares

Registration may be refused in the circumstances set out in the uncertificated securities rules.Transfers cannot be in favour of more than four joint JWG Shareholders.

Where a person has not yet been entered on the JWG register of members, the JWG board canrecognise a renunciation by that person of his right to the JWG Share in favour of some other person.Such renunciation will be treated as a transfer and the JWG board has the same powers of refusing togive effect to such a renunciation as if it were a transfer.

6.4 Changing the rights attached to the JWG Shares

The CA 2006 provides that the JWG Articles of Association may be amended by special resolution.

Subject to the provisions of the CA 2006, the JWG Articles of Association provide that all or any of therights attached to any JWG Shares may from time to time (whether or not JWG is being wound up) bevaried either with the consent in writing of the holders of not less than three-quarters in nominal valueof the issued shares of that class (excluding any shares of that class held as treasury shares) or withthe sanction of a special resolution passed at a separate general meeting of the holders of thoseshares.

At such separate general meeting, all of the provisions of the JWG Articles of Association relating toproceedings at general meetings apply, except that: (i) a quorum will be present if at least two personsentitled to vote and holding or representing by proxy not less than one-third in nominal value of theissued shares of the class (excluding any shares of that class held as treasury shares), (but so that atany adjourned meeting one holder entitled to vote and present in person or by proxy (whatever thenumber of shares held by him) shall be a quorum); and (ii) that any holder of shares of the classpresent in person or by proxy and entitled to vote may demand a poll.

The foregoing shall apply to the variation of the special rights attached to some only of the shares ofany class as if each group of shares of the class differently treated formed a separate class and theirspecial rights were to be varied.

The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided inthe rights attaching to those shares, be deemed to be varied by the creation or issue of further sharesranking pari passu with them.

6.5 Partly paid JWG Shares

The JWG board may enforce its lien on any partly paid JWG Share where the lien has not been paidwithin 14 clear days after notice has been served on the JWG Shareholder or the person who isentitled to transmission to the JWG Share, demanding payment and stating that if the notice is notcomplied with the JWG Share may be sold. The JWG board may sell the partly paid JWG Shares inany way they decide (subject to certain conditions)

6.6 Change of control

There are no provisions in the JWG Articles of Association that would delay, defer or prevent achange of control.

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6.7 General meetings

The accidental omission to give any notice of a meeting or the accidental omission to send or supplyany document or other information relating to any meeting to, or the non-receipt (even if JWGbecomes aware of such non-receipt) of any such notice, document or other information by, any personentitled to receive the notice, document or other information shall not invalidate the proceedings atthat meeting.

A JWG Shareholder present in person or by proxy at a meeting shall be deemed to have receivedproper notice of that meeting and, where applicable, of the purpose of that meeting.

If the JWG board, in its absolute discretion, considers that it is impractical or undesirable for anyreason to hold a general meeting on the date or at the time or place specified in the notice calling thegeneral meeting, it may postpone or move the general meeting to another date, time and/or place.The JWG board shall take reasonable steps to ensure that notice of the date, time and place of therearranged meeting is given to any JWG Shareholder trying to attend the meeting at the original timeand place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also beplaced in at least two national newspapers in the United Kingdom. Notice of the business to betransacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way,the appointment of a proxy will be valid if it is received as required by the JWG Articles of Associationnot less than 48 hours before the time appointed for holding the rearranged meeting. The JWG boardmay also postpone or move the rearranged meeting.

No business shall be transacted at any general meeting unless a quorum is present when the meetingproceeds to business, but the absence of a quorum shall not preclude the choice or appointment of achairman of the meeting which shall not be treated as part of the business of the meeting. Save asotherwise provided by the JWG Articles of Association, two members present in person or by proxyand entitled to vote shall be a quorum for all purposes.

If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting maydecide to wait) after the time appointed for the commencement of the meeting a quorum is notpresent, or if during the meeting a quorum ceases to be present, the meeting: (i) if convened by orupon the requisition of JWG Shareholders, shall be dissolved; and (ii) in any other case shall standadjourned to such other day (being not less than ten days later, excluding the day on which themeeting is adjourned and the day for which it is reconvened) and at such other time or place as thechairman of the meeting may decide. At any adjourned meeting one JWG Shareholder present inperson or by proxy and entitled to vote (whatever the number of JWG Shares held by him) shall be aquorum and any notice of an adjourned meeting shall state that one JWG Shareholder present inperson or by proxy and entitled to vote (whatever the number of JWG Shares held by him) shall be aquorum.

Notice of cancellation of a proxy’s right to vote must be received at JWG’s registered office (or otherplace specified by JWG for receipt) not later than the last time at which a proxy form should havebeen received to be valid for use at the meeting or on the holding of the poll at which the vote wasgiven or the poll taken.

6.8 Disclosure of shareholding ownership

The Disclosure Guidance and Transparency Rules require a JWG Shareholder to notify JWG if thevoting rights held by a Shareholder, or through the direct or indirect holding of financial instruments,exceed or fall below 3 per cent. or any 1 per cent. threshold above 3 per cent.

Section 793 of the CA 2006 governs JWG’s right to investigate who has an interest in its shares.Under section 793, a public company may give notice to any person it knows or has reasonable causeto believe is, or was at any time in the preceding three years, interested in its shares in order to obtaincertain information about that interest.

The JWG Articles of Association provide that, when a person receives statutory notice, he has14 days to comply with it. If he does not do so or if he makes a statement in response to the noticewhich is false or inadequate in some important way, JWG can decide to restrict the rights relating tothe identified JWG Shares and send out a further notice to the JWG Shareholder, known as a“restriction notice”, which will take effect when delivered. The restriction notice will state that theidentified JWG Shares no longer give the JWG Shareholder any right to attend or vote eitherpersonally or by proxy at any general meeting of JWG or at any separate general meeting of the

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shareholders of any class of shares in JWG or to exercise any other right conferred by membership inrelation to general meetings. Where the identified JWG Shares make up 0.25 per cent. or more of theexisting JWG Shares at the date of delivery of the restriction notice, the restriction notice will alsocontain the following further restrictions: (i) the JWG board can withhold payment of all or any part ofany dividends or other moneys payable in respect of the JWG Shares and the JWG Shareholder shallnot be entitled to receive JWG Shares in lieu of dividend; and (ii) the JWG board can decline toregister a transfer of any of JWG Shares which are certificated JWG Shares, unless such a transfer ispursuant to an arm’s length sale.

Once a restriction notice has been given, JWG is free to cancel it or exclude any JWG Shares from itat any time. The JWG board must cancel the restriction notice within seven days of being satisfiedthat all of the information requested in the statutory notice has been given. In addition, where theidentified JWG Shares are transferred pursuant to an arm’s length sale, JWG must cancel therestriction notice within seven days of receipt of notification of the sale.

7. MANDATORY BIDS, SQUEEZE-OUT AND SELL-OUT RULES

Other than as provided by the City Code and Chapter 28 of the CA 2006, there are no rules orprovisions relating to mandatory bids and/or squeeze-out and sell-out rules relating to JWG.

Mandatory bid

The City Code applies to JWG. Under Rule 9 of the City Code, if an acquisition of interests in shareswere to increase the aggregate holding of the acquirer and its concert parties to interests in sharescarrying 30 per cent. or more of the voting rights in JWG, the acquirer and, depending oncircumstances, its concert parties would be required (except with the consent of the Panel) to make acash offer for the outstanding shares in JWG at a price not less than the highest price paid forinterests in shares by the acquirer or its concert parties during the previous 12 months. Thisrequirement would also be triggered by any acquisition of interests in shares by a person holding(together with its concert parties) shares carrying between 30 per cent. and 50 per cent. of the votingrights in JWG if the effect of such acquisition were to increase that person’s percentage of the totalvoting rights in JWG.

Squeeze-out

Under the CA 2006, if a “takeover offer” (as defined in section 974 of the CA 2006) is made for theshares and the offeror were to acquire, or unconditionally contract to acquire, not less than90 per cent. in value of the shares to which the offer relates and not less than 90 per cent. of thevoting rights carried by the shares to which the offer relates, it could, within three months of the lastday on which its takeover offer can be accepted, compulsorily acquire the remaining 10 per cent. Theofferor would do so by sending a notice to outstanding shareholders telling them that it willcompulsorily acquire their shares and then, six weeks later, it would execute a transfer of theoutstanding shares in its favour and pay the consideration for the outstanding shares to JWG, whichwould hold the consideration on trust for outstanding shareholders. The consideration offered to theshareholders whose shares are compulsorily acquired under this procedure must, in general, be thesame as the consideration that was available under the takeover offer.

Sell-out

The CA 2006 also gives minority shareholders a right to be bought out in certain circumstances by anofferor who has made a takeover offer. If a takeover offer relates to all the shares and, at any timebefore the end of the period within which the offer can be accepted, the offeror holds or has agreed toacquire not less than 90 per cent. in value of the shares and not less than 90 per cent. of the votingrights carried by the shares, any holder of shares to which the offer relates who has not accepted theoffer could, by a written communication to the offeror, require it to acquire those shares. The offeror isrequired to give any shareholder notice of his right to be bought out within one month of that rightarising. The offeror may impose a time limit on the rights of minority shareholders to be bought out,but that period cannot end less than three months after the end of the acceptance period or, if later,three months from the date on which notice is served on shareholders notifying them of their sell-outrights. If a shareholder exercises his sell-out rights, the offeror is entitled and bound to acquire thoseshares on the terms of the offer or on such other terms as may be agreed.

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8. RELATED PARTY TRANSACTIONS

Save as set out in the information incorporated by reference referred to below, there were no materialrelated party transactions entered into by JWG or any member of the Wood Group during the periodfrom 1 January 2014 up to the date of this Prospectus:

(A) Note 33 of the notes to the audited consolidated statements, which can be found at page 93 ofthe JWG 2014 Annual Report and Accounts, which is incorporated by reference into thisProspectus as set out in paragraph 19 of Part XVI (Additional information) and available forinspection as set out in paragraph 18 of Part XVI (Additional information);

(B) Note 33 of the notes to the audited consolidated statements, which can be found at page 95 ofthe JWG 2015 Annual Report and Accounts, which is incorporated by reference into thisProspectus as set out in paragraph 19 of Part XVI (Additional information) and available forinspection as set out in paragraph 18 of Part XVI (Additional information); and

(C) Note 33 of the notes to the audited consolidated statements, which can be found at page 116 ofthe JWG 2016 Annual Report and Accounts, which is incorporated by reference into thisProspectus as set out in paragraph 19 of Part XVI (Additional information) and available forinspection as set out in paragraph 18 of Part XVI (Additional information).

9. MATERIAL CONTRACTS

9.1 The Wood Group’s material contracts

Save as disclosed below, no contracts have been entered into by the Wood Group (other thancontracts entered into in the ordinary course of business): (i) within the two years immediatelypreceding the date of this Prospectus which are, or may be, material to the Wood Group; or (ii) whichcontain provisions under which any member of the Wood Group has an obligation or entitlement whichis, or may be, material to the Wood Group as at the Latest Practicable Date.


For a description of the principal terms of the Co-operation Agreement, please refer to paragraph 19of Part VI (Information about the Combination).

Services Agreement between Wood Group UK Limited and IBM

Wood Group UK Limited and IBM entered into a master agreement on 13 June 2016 under whichservices within JWG’s global in-house Information Technology and Systems department wereoutsourced to IBM in an effort to improve efficiency and drive innovation. As a result, IBM nowmanages the provision of information technology services to the majority of the Wood Group acrossthe globe. The master agreement has a five year term, with the option to extend for a further one ortwo years. IBM are bound to provide the services according to a variety of agreed service levels.

Administrative Agreement

Following the court process outlined in the Gulf of Mexico Investigations described below inparagraph 10 of this Part XVI (Additional information), on 27 February 2017, a JWG subsidiary andJWG entered into plea agreements with the US Attorney’s offices for the Eastern and Western districtsof the State of Louisiana (the “Administrative Agreement”). The Administrative Agreementconstitutes a compliance plan required in terms of the JWG subsidiary’s probation agreed underthe plea agreement, and also resolves all administrative matters relating to discretionary suspensionand debarment and statutory disqualification, and any suspension and debarment matter based onaffiliation or imputation arising from the cases referred to. The Administrative Agreement, which has aterm of three years, and which will, if the Combination completes, extend to the Amec Foster WheelerGroup, imposes obligations with respect to the maintenance and improvement of the ethics,compliance and HSE programmes of JWG and the JWG subsidiary. It also provides, among otherthings, for the appointment of an independent monitor to perform oversight of the agreement and forregular reporting to the US Environmental Protection Agency (the “EPA”) in connection withcompliance with the agreement. Failure to comply with the Administrative Agreements could result indebarment from government contracting in the US, and may require the JWG subsidiary to payadditional fines and penalties.

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Infinity acquisition

Wood Group PSN, Inc. acquired Brazos M&E (Nevada), Inc., United Electrical & Instrumentation(Nevada), Inc., Infinity Construction Holding, LLC., Infinity Maintenance Holding, LLC, and CaliberHolding Inc (“Infinity”) from Marty Lynn Monical Dunn, Marcus Dennis Monical Dunn William E.McIntyre and 20 family trusts under a share purchase agreement on 15 December 2015. Infinity was afamily-owned Texas Gulf Coast industrial construction and maintenance contractor serving thepetrochemical, refining and gas processing sectors. Infinity provides a range of services includingmechanical construction, fabrication, project management, turnarounds, maintenance services, heavycivil works, site preparation and electrical and instrumentation services.

Infinity was purchased for initial cash consideration of US$150 million and an earn-out amountpayable on 31 December 2017 based on EBIT of the purchased entities for the period between theclosing date and 31 December 2017. The minimum value of the earn-out is zero and its aggregatemaximum value is US$42 million. Both JWG and the sellers provided customary warranties andrepresentations to each other. The sellers provided indemnities for loss arising from breach ofrepresentations, warranties and covenants, as well as specific indemnities in respect of damagesarising out of or related to fourteen specific items. Neither party gave guarantees under the sharepurchase agreement. The share purchase agreement is considered to be in terms appropriate for atransaction of this nature.

JWG Financing

On 22 May 2017, JWG entered into a new committed syndicated facilities agreement under whichBNP Paribas, HSBC, J.P. Morgan, Lloyds and RBS have agreed to underwrite a total of US$2,750million multi-currency borrowing facilities, comprising a US$1,000 million three year term loan facility,and a US$1,750 million five year revolving credit facility (the “JWG Facilities Agreement”). JWG andWood Group US Holdings, Inc are the borrowers under the JWG Facilities Agreement and theobligations under the JWG Facilities Agreement are guaranteed by JWG, Wood Group US Holdings,Inc, JWGUSA Holdings Limited, Wood Group Gas Turbine Services Holdings Limited, Wood GroupInvestments Limited, Wood Group Holdings (International) Limited and WGPSN (Holdings) Limited. Asat the date of this Prospectus, it is expected that Amec Foster Wheeler will accede to the JWGFacilities Agreement as a guarantor within 90 days of Completion. It is also expected that over thecoming weeks the underwriting banks’ commitments will be syndicated to a wider group of lendersfollowing the date of this Prospectus, including existing lenders to the Wood Group and the AmecFoster Wheeler Group and new lenders. The proceeds of loans made under the JWG FacilitiesAgreement are to be applied towards refinancing the existing facilities of JWG and Amec FosterWheeler in full, financing certain of the costs incurred by the Combined Group in relation to therefinancing of the existing facilities and the Combination and thereafter, in respect of the revolvingcredit facility, for the general corporate purposes of the Combined Group.

The term loan is available to be drawn, subject to satisfaction of conditions precedent, from the date ofthe JWG Facilities Agreement to the earlier of: (i) ten Business Days following the Effective Date; (ii)the date on which the Combination lapses, is withdrawn or otherwise terminates; and (iii) 31 March2018 or such later date as the agent (acting on the instructions of all the lenders) may agree. Therevolving credit facility is available to be drawn, subject to satisfaction of conditions precedent, fromthe date of the JWG Facilities Agreement to the earlier of: (i) the date on which the Combinationlapses, is withdrawn or otherwise terminates; (ii) if the Effective Date or Completion has not occurredprior to 31 March 2018 or such later date as the agent (acting on the instructions of all the lenders)may agree; and (iii) 30 April 2022.

The rate of interest payable under the JWG Facilities Agreement is the aggregate of the applicablemargin (ranging from 1.00 per cent. to 1.95 per cent. per annum in respect of the term facility andfrom 0.70 per cent. to 1.85 per cent. per annum in respect of the revolving credit facility, in each casedepending on the prevailing ratio of the net borrowings of the Combined Group to the EBITDA(adjusted, in each case, to take account of certain actions such as acquisitions and disposals during arelevant test period) of the Combined Group in respect of the period of 12 months preceding therelevant test date) and the applicable interest rate benchmark (depending on the denomination of theloan). The highest margin will apply in respect of each facility if JWG fails to deliver a compliancecertificate when required, or if an event of default is continuing under the JWG Facilities Agreement.

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A ticking fee, commitment fee, agency fee and utilisation fee are also payable under the terms of theJWG Facilities Agreement. The JWG Facilities Agreement contains customary representations,financial covenants, undertakings and events of default as well as representations, undertakings andevents of default specific to the Combined Group.

The JWG Facilities Agreement contemplates that the Combination may be effected by way of an Offerinstead of a Scheme. The consent of all the lenders under the JWG Facilities Agreement would,however, be required to enable the Wood Group to utilise the facilities in connection with an Offer that(i) is not recommended by the Amec Foster Wheeler Board, or (ii) involves the payment of cashconsideration by the Wood Group for the Amec Foster Wheeler Shares (other than customaryancillary cash payments to address matters such as fractional entitlements to shares and cashpayments to overseas shareholders).

The JWG Facilities Agreement contains certain financial covenants, including the following:

(A) the Wood Group’s or, from Completion, the Combined Group’s ratio of consolidated total netborrowings to adjusted consolidated EBITDA must not exceed 3.5:1 for each 12 month periodending on 30 June or 31 December each year;

(B) the Wood Group’s or, from Completion, the Combined Group’s ratio of adjusted consolidatedEBITA to net financing costs must not exceed 3.5:1 for each 12 month period ending on 30 Juneor 31 December each year;

(C) at any time prior to JWG issuing senior unsecured bonds in the public international capitalmarkets and obtaining an investment grade credit rating from Moody’s Investor Services orStandard & Poor’s Global:

(i) the aggregate EBITDA of the guarantors (excluding JWG) shall be at least 70 per cent. ofthe consolidated EBITDA of the Wood Group or, from Completion, the CombinedGroup; and

(ii) the aggregate revenue of the guarantors (excluding JWG) shall be at least 70 per cent. ofthe consolidated revenue of the Wood Group or, from Completion, the Combined Group.

In the event of either:

(A) an issue of any public or private debt securities by JWG or any member of the Wood Group or,on and from the Effective Date, the Combined Group; or

(B) a disposal of any asset or business by any member of the Wood Group or, on and from theEffective Date, the Combined Group (other than certain ordinary course and intra-groupdisposals, and disposals in relation to asset financing transactions with a maximum value ofUS$200 million),

the net proceeds of such issue or, to the extent the aggregate of all such disposals during anyfinancial year exceeds US$100 million, such excess amount, as applicable, are required to be appliedto prepay amounts outstanding under the term facility. Any amounts prepaid may not be reborrowed.

In the event of a change of control of JWG, if, after 30 days of negotiation from the date on whichJWG notified the facility agent of such change of control, an agreement is not reached between JWGand the lenders as to the terms and conditions acceptable to all parties for continuing the JWGFacilities Agreement, a lender may, upon not less than 10 days’ notice, require that its commitmentsare cancelled and that any amounts due to it, including accrued interest and all other amountsaccrued, be immediately due and payable.

JWG may also, upon not less than three Business Days’ notice to the facility agent, prepay any loan inwhole or in part, provided that it is in a minimum amount of US$10 million.

The term loan facility will terminate on the 36 months after the earlier to occur of: (i) the Effective Dateand (ii) the date falling six months after the date of the JWG Facilities Agreement. The revolving creditfacility will terminate on 31 May 2022.

9.2 The Amec Foster Wheeler Group’s material contracts

No contracts have been entered into by the Amec Foster Wheeler Group (other than contracts enteredinto in the ordinary course of business): (i) within the two years immediately preceding the date of thisProspectus which are, or may be, material to the Amec Foster Wheeler Group; or (ii) which contain

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provisions under which any member of the Amec Foster Wheeler Group has an obligation orentitlement which is, or may be, material to the Amec Foster Wheeler Group as at the LatestPracticable Date, save as disclosed below.


For a description of the principal terms of the Co-operation Agreement, please refer to paragraph 19of Part VI (Information about the Combination).

Debt Facility Agreement

On 1 March 2016, Amec Foster Wheeler entered into a £1.7 billion credit facility agreement (the“Amec Foster Wheeler Debt Facility Agreement”) with a syndicate of 20 banks as original lenders,including Bank of America Merrill Lynch International Limited and Barclays (the “Amec FosterWheeler Debt Facility”). The Amec Foster Wheeler Debt Facility Agreement was entered into for thepurpose of (i) refinancing Amec Foster Wheeler’s original £377 million credit facility dated 18 July2012 (as amended from time to time) and Amec Foster Wheeler’s original US$2.26 billion acquisitionfacility dated 13 February 2014 (as amended from time to time) (the “Amec Foster Wheeler OriginalFacilities”) (including, without limitation, the payment of any related fees, break costs or other costsand expenses) and (ii) following the discharge of the Amec Foster Wheeler Original Facilities, generalcorporate purposes.

The Amec Foster Wheeler Debt Facility is divided as follows: Facility A is currently a £591 million termloan, Facility B is a £650 million term loan and the revolving facility is £400 million. The maturity dateof Facility A is 1 March 2019, the maturity date of Facility B is 1 March 2021 and the maturity date ofthe revolving facility is 1 March 2021. Facility A may not be utilised unless a pro rata utilisation ofFacility B is made at the same time. The revolving facility may not be utilised unless Facilities A and Bhave been or will be utilised in full on or prior to the date of utilisation. The interest rate under theAmec Foster Wheeler Debt Facility Agreement is equal to the aggregate of the applicable margin plusLIBOR or EURIBOR. The margin for Facilities A and B is between 1.30 per cent. and 4.00 per cent.per year and for the revolving facility is between 1.00 per cent. and 3.75 per cent. per year, in eachcase depending on the ratio of consolidated total net borrowings to adjusted consolidated EBITDA,subject to adjustment in the event that Amec Foster Wheeler is in default of its obligation to provide acompliance certificate or relevant financial statements or an event of default is outstanding.

In accordance with the terms of the guarantor coverage test described below, the loans made underthe Amec Foster Wheeler Debt Facility are guaranteed by certain subsidiaries of Amec FosterWheeler.

The Amec Foster Wheeler Debt Facility Agreement contains certain financial covenants, including thefollowing:

(A) Amec Foster Wheeler’s ratio of consolidated total net borrowings to adjusted consolidatedEBITDA must not:

(i) in respect of each measurement period ending on or before 1 March 2018, exceed3.75:1; and

(ii) in respect of each measurement period after 1 March 2018, exceed 3.5:1;

(B) Amec Foster Wheeler must maintain a ratio of consolidated EBITDA to consolidated net financecosts of not less than 3.00:1; and

(C) at any time prior to Amec Foster Wheeler obtaining an investment grade credit rating fromMoody’s Investor Services and Standard & Poor’s Global and issuing unsecured bonds in thepublic international capital markets, the turnover of the guarantors must be 70 per cent. or moreof Amec Foster Wheeler’s consolidated turnover.

To ensure continued compliance with its financial covenants, in April 2017 Amec Foster Wheeleragreed with its lending group to restate the covenant for the ratio of consolidated net total borrowingsto adjusted consolidated EBITDA in its banking facilities to 4.5:1 for the period to 30 June 2018.

The Amec Foster Wheeler Debt Facility Agreement contains certain events of default customary forfinancings of this nature, including payment defaults, breach of financial covenants, breach of other

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obligations, breach of representations and warranties, cross default, insolvency, cessation of business,illegality, unenforceability, environmental claims and material adverse change.

In the event of an issue of any public or private bond or other debt or equity securities by Amec FosterWheeler of any other member of the Amec Foster Wheeler Group (including, for the avoidance ofdoubt, the proceeds of this issue), the proceeds of such issue are required to be used, first, inprepayment of all amounts outstanding under Facility A and, second, in prepayment of any amountsoutstanding under Facility B.

In the event of a change of control that is not a sanctions change of control (each as defined in theAmec Foster Wheeler Debt Facility Agreement), if, after 30 days of negotiation from the date AmecFoster Wheeler gave the facility agent notice of such change of control, an agreement is not reachedbetween Amec Foster Wheeler and the lenders as to the terms and conditions acceptable to allparties for continuing the Amec Foster Wheeler Debt Facility, a lender may, upon not less than30 days’ notice, require that its commitments are cancelled and that any amounts due to it, includingaccrued interest and all other amounts accrued, be immediately due and payable. In the event of asanctions change of control, a lender may, upon not less than 14 days’ notice, require that itscommitments are cancelled and that any amounts due to it, including accrued interest and all otheramounts accrued, be immediately due and payable. Any amounts outstanding under the Amec FosterWheeler Debt Facility may also be subject to mandatory prepayment in certain other circumstances,including, but not limited to, the making of certain disposals (up to a prepayment limit of £500 millionand with the proceeds of such disposal being used, first, in prepayment of all amounts outstandingunder Facility A and, second, in prepayment of any amounts outstanding under Facility B) andillegality. Amec Foster Wheeler may also, upon not less than five Business Days’ notice to the facilityagent, prepay any loan in whole or in part, provided that it is in a minimum amount of £10 million andan integral multiple of £1 million.

In accordance with the terms of the Amec Foster Wheeler Debt Facility Agreement, on 16 December2016 Amec Foster Wheeler repaid £39 million of Facility A and on 1 February 2017 Amec FosterWheeler repaid £20 million of Facility A, in each case, using the proceeds it had received fromdisposals. As a result, Facility A has been reduced to £591 million and the prepayment limit on theproceeds of disposals has been reduced to £441 million.

GPG Disposal Agreement

On 2 March 2017, Amec Foster Wheeler signed an agreement to sell its Global Power Group’s coreboiler business to Sumitomo Heavy Industries, Ltd for £137 million. The sale is conditional oncustomary regulatory approvals in certain jurisdictions and is expected to complete during the thirdquarter of 2017. As part of this transaction, the Amec Foster Wheeler Group’s North Americanaftermarket services business is being retained.

The Amec Foster Wheeler Group’s core boiler business designs, manufactures and installs circulatingfluidised bed boilers which burn a variety of fuels in an efficient and environmentally friendly mannerand are employed in power generation plants.

10. LITIGATION

10.1 The Wood Group’s litigation

Save as disclosed below, there are no, nor have there been any, governmental, legal or arbitrationproceedings (nor is JWG aware of any such proceedings being pending or threatened) which mayhave, or have had during the last 12 months prior to the date of this Prospectus, a significant effect onthe Wood Group’s financial position or profitability.

The following legal proceedings are currently ongoing:

Arbitration regarding an Israeli power plant

Certain Wood Group companies filed an arbitration under the rules of the International Court ofArbitration of the International Chamber of Commerce (the “ICC”) against Amos Luzon Developmentand Energy Group Ltd (formerly U Dori Group Limited) and its subsidiary U Dori Construction Limited(together, “U Dori”). The dispute between the Wood Group companies and U Dori concerns theconstruction of a power plant at Ashkelon in Israel in which the Wood Group was the engineering,procurement and construction (“EPC”) contractor and U Dori was the civil subcontractor. The claims

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by the Wood Group companies against U Dori in the arbitration result from the termination of thesub-contract with U Dori as a result of its failure to complete certain works on time. The Wood Groupcompanies’ claims include termination costs, liquidated damages for delay, acceleration costs,back-charges and costs for descoped works. The total amount claimed from U Dori by the WoodGroup companies is approximately US$30 million. The claims by U Dori against the Wood Groupcompanies include claims for additional quantities, unpaid change orders and cardinal change. Thetotal amount claimed from the Wood Group companies by U Dori is approximately US$54 million.

Collective employment actions in Chad

The collective employment actions in Chad against a JWG subsidiary consist of 15 separate cases,raised by former employees, 14 of which include claims for various alleged errors made in respect ofsalary and overtime payments, and one of which is an unfair dismissal claim. The first two cases haveboth been ruled in favour of the claimants by the Court of Appeal in Chad. Both cases are currentlyunder appeal to the Supreme Court of Chad. The claims for the other 13 cases are similar in nature tothe claims in the first case under appeal to the Supreme Court of Chad, and are all currently inprocess in the Chad labour courts. The JWG subsidiary is defending the cases. The total amountawarded against the JWG subsidiary under the first two cases, which has been paid out to theclaimants, was approximately US$3.3 million (sums paid in CFA). The balance of sums being claimedis approximately US$10.5 million (CFA equivalent).

Litigation regarding a liquefied natural gas facility in Texas, USA

This case arises from a liquefied natural gas facility expansion project in Freeport, Texas for FreeportLNG Expansion L.P. (“Freeport LNG”), the project owner. A JWG subsidiary provided certain servicesincluding design engineering services and related construction inspection services. The JWGsubsidiary filed a suit, claiming in excess of US$4 million in respect of unpaid amounts due fromFreeport LNG in respect of such services. In response, Freeport LNG has alleged that the JWGsubsidiary, along with certain other parties, improperly designed and/or constructed the horizontaldirectional drills at issue. Freeport LNG claims US$18 million in damages from the JWG subsidiaryand such certain other parties.

There is a professional liability insurance policy in place with a US$2m self-insured retention and aUS$10m policy limit which may be available in respect of all or none of the Freeport LNG claims.

Litigation regarding a pipeline project in Alberta, Canada

This case arises out of the engineering and construction of an emulsion plant and 32 kilometresburied pipeline in north-eastern Alberta, Canada. The plaintiff originally sued other parties involved inthe engineering and construction. A JWG subsidiary was retained by Canadian Natural ResourcesLimited (“CNRL”) to perform engineering services. The other parties were engaged by CNRL to beresponsible for the construction management and for the design, manufacture and supply of theinsulation for the pipeline. Within months after the pipeline became operational, the insulation systemfailed. As a result the pipeline had to be replaced.

The plaintiff settled its claims with the two of the other parties by way of a Pierringer agreement, suchthat although these parties were not parties to the lawsuit at trial, the Court of Queen’s Bench ofAlberta was required to determine the liability of all parties for the damages sustained by CNRL. Thecourt found total damages of approximately CDN$45.5 million and fault was apportioned as follows:20 per cent. to the JWG subsidiary and 80 per cent. to the other parties.

Both the JWG subsidiary and CNRL filed appeals against the decision on 14 March 2017. There isinsurance cover in respect of the claims made which may respond to all or part of the claim amount.

In addition, the following legal disputes were recently resolved:

Gulf of Mexico investigations

On 23 February 2017 a subsidiary of JWG was ordered to pay a total of US$9.5 million in fines andpenalties in connection with two cases involving its operations in the Gulf of Mexico, following pleaagreements entered into by the JWG subsidiary with the US Attorney’s offices for the Eastern andWestern districts of the State of Louisiana.

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The first case related to an explosion and fire on a platform in the Gulf of Mexico which occurred on16 November 2012. The JWG subsidiary pled guilty to a misdemeanour charge of negligent dischargeof oil into the Gulf of Mexico in violation of Title 33, US Code Sections 1319(c)(1)(A) and 1321(b)(3).The JWG subsidiary was ordered to pay a fine of US$1.8 million and an additional amount ofUS$200,000 in community service payments.

The second case related to the conduct of safety inspections and maintenance by the JWG subsidiarywith respect to certain offshore facilities in the Gulf of Mexico during the period from April 2011 to July2014. The JWG subsidiary pled guilty to a felony charge pursuant to Title 18, US CodeSection 1001(a)(3), which provides criminal penalties for any entity or person who knowingly andwilfully makes or uses any materially false writings or documents, knowing the same to contain anymaterially false, fictitious, or fraudulent statements or entries. The JWG subsidiary was ordered to paya fine of US$7 million and an additional amount of US$500,000 in community service payments.

In both cases, the JWG subsidiary was sentenced to probation for a term of three years. The terms ofthe probation included a requirement that the JWG subsidiary enter into a compliance plan with theEPA and the US Department of Interior for the duration of the probationary period.

On 27 February 2017, the JWG subsidiary and JWG entered into an Administrative Agreement withthe EPA. The Administrative Agreement constitutes the compliance plan required in terms of the JWGsubsidiary’s probation, and also resolves all administrative matters relating to discretionary suspensionand debarment and statutory disqualification, and any suspension and debarment matter based onaffiliation or imputation arising from the cases referred to above.

The Administrative Agreement, which has a term of three years, and which will, if the Combinationcompletes, extend to the Amec Foster Wheeler Group, imposes obligations with respect to themaintenance and improvement of the ethics, compliance and HSE programmes of JWG and the JWGsubsidiary. It also provides, among other things, for the appointment of an independent monitor toperform oversight of the Administrative Agreement and for regular reporting to the EPA in connectionwith compliance with the Administrative Agreement.

Litigation regarding a pipeline project in Texas, USA

This case arose from the construction, inspection, and operation of ten intrastate liquids pipelinesowned and operated by the plaintiff, Enterprise Products Operating LLC (“Enterprise”). The lines wereall constructed in the area between Port Arthur, Texas and Beaumont, Texas. Troy Construction, LLC(“Troy”) built all ten lines, with the exception of a small amount of work at the very end of the project.A JWG subsidiary provided Enterprise with the construction inspection services on the construction ofall ten lines.

In September 2011, Enterprise learned of a leak that occurred on one of the ten lines at issue. Afterinvestigating it, Enterprise concluded that the leak occurred due to a pinhole created in the pipeline asa result of external corrosion at a coating defect, known as a coating “holiday.” Thereafter, Enterprisecontinued to investigate that line and investigated the nine other lines that were constructed andinspected in the same time period. Enterprise’s investigation revealed widespread acceleratedexternal corrosion on nearly all ten pipelines constructed by Troy and inspected by the JWGsubsidiary, including external corrosion leading to physical repairs on nine of the ten lines at well over100 locations.

Enterprise sued Troy and the JWG subsidiary for breach of contract and negligence, alleging that theJWG subsidiary provided deficient inspection and construction management services relating to Troy’sconstruction of the pipelines. Enterprise alleged damages of approximately US$39million.

All claims were settled at mediation in August 2016 under a confidential settlement agreement.

10.2 The Amec Foster Wheeler Group’s litigation

Save as disclosed in the following paragraphs, there are no governmental, legal or arbitrationproceedings (including any such proceedings which are pending or threatened or of which AmecFoster Wheeler is aware) during the 12 months preceding the date of this Prospectus which mayhave, or have had, a significant effect on the Amec Foster Wheeler Group’s financial position orprofitability.

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Asbestos

Certain of Amec Foster Wheeler’s subsidiaries in the United States and the United Kingdom aredefendants in numerous asbestos-related lawsuits and out-of-court informal claims pending in theUnited States and the United Kingdom. Plaintiffs claim damages for personal injury alleged to havearisen from exposure to asbestos primarily in connection with equipment allegedly manufactured bycertain of Amec Foster Wheeler’s subsidiaries during the 1970s or earlier. Amec Foster Wheelerexpects that these subsidiaries will be named as defendants in additional and/or similar suits and thatnew claims will be filed in the future. Whilst some of these claims have been and are expected to bemade in the United Kingdom, the overwhelming majority have been and are expected to be made inthe United States.

Amec Foster Wheeler assumed the majority of its asbestos-related liabilities when it acquired FosterWheeler in November 2014. Amec Foster Wheeler management worked with independent asbestosvaluation experts to measure the asbestos-related liabilities assumed. Asbestos-related liabilitiesrecognised by the Amec Foster Wheeler Group include estimates of indemnity amounts and defencecosts expected to be incurred in each year in the period to 2050, beyond which time managementexpects that there will no longer be a significant number of open claims. Amec Foster Wheelermanagement’s estimates were based on the following information and/or assumptions: the number ofopen claims, the forecasted number of future claims, the estimated average cost per claim by diseasetype (mesothelioma, lung cancer and non-malignancies), claim filings which result in no monetarypayments (the ‘zero pay rate’), as well as other factors.

Over the last several years, certain of Amec Foster Wheeler’s subsidiaries have entered intosettlement agreements calling for insurers to make lump sum payments, as well as payments overtime, for use by its subsidiaries to fund asbestos-related indemnity and defence costs, and, in certaincases, for reimbursement for portions of out-of-pocket costs incurred. Asbestos-related insurancerecoveries under executed settlement agreements are recognised in trade and other receivablestogether with Amec Foster Wheeler’s best estimate of actual and probable insurance recoveriesrelating to its liability for pending and estimated future asbestos claims in the period to 2050. AmecFoster Wheeler’s actual insurance recoveries may be limited by future insolvencies among itsinsurers. Amec Foster Wheeler does not recognise insurance recoveries due from currently insolventinsurers unless they are subject to court-approved settlement in liquidation proceedings.

Amec Foster Wheeler has discounted the expected future cash flows with respect to the asbestos-related liabilities and the expected insurance recoveries using discount rates determined by referenceto appropriate risk-free market interest rates.

Asbestos-related liabilities and assets recognised on the Amec Foster Wheeler Group’s balancesheet, as shown in the Amec Foster Wheeler 2016 Annual Report and Accounts, were as follows:

2016 2015US UK Total US UK Total£m £m £m £m £m £m

Asbestos-related provisionGross provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478 56 534 432 56 488Effect of discounting . . . . . . . . . . . . . . . . . . . . . . . . . . (84) 0)0— (84) (74) 0)0— (74)Net provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394 56 450 358 56 414

Insurance recoveriesGross recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67) (52) (119) (68) (54) (122)Effect of discounting . . . . . . . . . . . . . . . . . . . . . . . . . . 3 0)0— 3 4 0)0— 4Net recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (64) (52) (116) (64) (54) (118)

Net asbestos-related liabilities . . . . . . . . . . . . . . . . . . . . 330 4 334 294 2 296

Estimation of asbestos-related liabilities and insurance recoveries is subject to a number ofuncertainties that may result in significant changes in the current estimates. Among these areuncertainties as to the ultimate number and type of claims filed, the amounts of claim costs, theimpact of bankruptcies of other companies with asbestos claims, uncertainties surrounding thelitigation process from jurisdiction to jurisdiction and from case to case, as well as potential legislativechanges.

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Fluctuations in market interest rates could cause significant changes in the discounted amount of theasbestos-related liabilities and insurance recoveries.

Mount Polley

The Mount Polley mine is owned and operated by Mount Polley Mining Corporation, a subsidiary ofImperial Metals Corporation, and is located near the town of Likely, British Columbia, Canada. On4 August 2014, a tailings pond facility at the mine failed releasing large quantities of water and minetailings into the local environment. The dam was in the process of being raised (as part of its annualraise) at the time of the failure. One of Amec Foster Wheeler’s subsidiaries, along with other parties,had various design and quality assurance responsibilities associated with the development of thisfacility. Amec Foster Wheeler’s subsidiary was providing engineering services at the time of thebreach, but did not perform the original design.

An independent review panel, appointed by the government of British Columbia, issued a report on30 January 2015 concluding that the cause of failure was shearing along a zone of weak soil alongwith other contributory factors. On 17 December 2015, the chief inspector of mines for BritishColumbia issued a report that for the most part agreed with the conclusions of the independent reviewpanel. Whilst the chief inspector concluded that there were failings in the required standard of care ofall of the engineers, he concluded that the responsibility for the breach lies primarily with the mineowner, Mount Polley Mining Corporation. He also concluded that there was no evidence of anysignificant contravention of regulatory requirements.

On 4 July 2016, Mount Polley Mining Corporation and Imperial Metals Corporation filed suit againstAmec Foster Wheeler’s subsidiary and others. The claim seeks CDN$3 million in costs payable togovernment agencies and unspecific damages for loss of profit, reconstruction costs andenvironmental remediation. Subsequent to this filing, several tourist operators and First Nationsalso filed suit alleging that they suffered damages as a result of the tailings facility failure. It is AmecFoster Wheeler management’s opinion that its employees performed in a professional mannerconsistent with the standard of care for a competent engineer on a project of this nature in BritishColumbia. In addition, the contracts between Amec Foster Wheeler’s subsidiary and Mount PolleyMining Corporation contain limitations of liability provisions that exclude claims for consequentialdamages and limit the subsidiary’s liability to Mount Polley Mining Corporation to the amount ofprofessional fees charged, which were less than CDN$1 million.

Amec Foster Wheeler has retained outside counsel and filed a response to Mount Polley MiningCorporation’s civil claim on 23 September 2016. Given the early stage of this matter, it is difficult topredict the likely outcome of this proceeding. Mindful of the foregoing caveat, it is Amec FosterWheeler management’s opinion that it is probable that there will be an outflow in respect of this issue(with liability shared with the other parties), but it is probable that if there is an outflow to Mount PolleyMining Corporation, it will be limited to the prescribed contractual limitation of liability referencedabove.

Refinery Project Arbitration — India

In November 2012, Foster Wheeler commenced arbitration in India against its client seeking collectionof unpaid invoices arising from services performed on a reimbursable basis in connection with theconstruction of an oil refinery plant in north-eastern India. The client rejected the claims and submittedcounterclaims totalling approximately 76 billion Indian rupees (approximately £900 million based onthe exchange rate as at 31 December 2016) for damages, including claims for revenue loss and lossof tax benefits due to delay in the execution of the project. The client also withheld payment of AmecFoster Wheeler’s invoices on account of liquidated damages for delay. Amec Foster Wheeler stronglydisputes the client’s claims.

An arbitration panel was formed in 2013 and divided the parties’ claims and counterclaims into twotracks. A number of hearings were held on the track 1 claims during 2014. A first partial award wasmade to Amec Foster Wheeler in March 2014, but the client petitioned the Delhi court for itsannulment, which petition is still pending. In September 2015, the arbitration panel issued a furtherpartial award on the track 1 claims, awarding Amec Foster Wheeler approximately £51 million on itsinvoice claims and dismissing the client’s counterclaim allocated to the track 1 proceedings. InFebruary 2016, the client petitioned the Delhi court to set aside this award as well. The petition ispending. The hearing on the track 2 claims, which included the client’s main counterclaims, was held

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in February 2015. The panel’s partial award on the track 2 claims was made in September 2016. Theclient’s counterclaims were rejected almost in their entirety (except for two minor payments amountingto less than £300,000). The arbitration panel declared that the client is not entitled to collect liquidateddamages for delay, or to apply rate discounts and that the client must pay all Amec Foster Wheelerinvoices without any discount. The client has petitioned the Delhi court to set aside this award. Thepetition is also pending. Limited further proceedings in the arbitration are ongoing with respect tocontinuing invoice claim amounts in the track 1 proceedings as well as for interest and the costs ofarbitration. Amec Foster Wheeler will continue to pursue the collection of unpaid invoices andenforcement of the awards made in its favour. As the project is nearing completion but remained inexecution as of the end of 2016, the unpaid amount that Amec Foster Wheeler is seeking to collecthas increased to the equivalent of approximately £60 million and may increase further should theclient continue to withhold amounts from Amec Foster Wheeler’s invoices. Amec Foster Wheelermanagement have made appropriate allowances against these receivables.

Chemical Plant Litigation in the United States

In 2013, one of Foster Wheeler’s subsidiaries contracted to engineer, procure and construct achemical plant for a client in Texas. In December 2015 the client partially terminated the contact and inSeptember 2016, terminated the remainder of the contract and commenced a lawsuit in Texas againstthe subsidiary and also Amec Foster Wheeler, seeking damages for breach of contract and warranty,gross negligence, and fraud. The claim amount is unspecified but the client alleges that the projectedcost for the assigned scope of work is approximately US$700 million above the alleged estimate andthat Foster Wheeler’s subsidiary’s delays have caused it to suffer continuing monthly damages ofUS$25 million due to the fact that the facility is not complete and it is not able to sell the expectedproducts from the facility. The client seeks recovery of actual and punitive damages, as well as thedisgorgement of the full project fixed fee paid to Foster Wheeler’s subsidiary (approximatelyUS$66.5 million).

Amec Foster Wheeler believes the claims lack legal and factual merit. The estimate that FosterWheeler’s subsidiary provided was in connection with the client’s initial request for a lump sum bidand highly conditioned. The contract that was ultimately signed, and which governs the dispute, is areimbursable cost plus fixed fee contract, with no guaranteed price or schedule, wherein the clientassumed joint responsibility for management of the work and development of the project schedule.Liability for consequential damages is barred, except in the case of wilful misconduct. Except for grossnegligence, wilful misconduct, and warranty claims, Amec Foster Wheeler’s overall liability is cappedat 10 per cent. of the contract price (or approximately US$100 million). Amec Foster Wheeler hasdenied the claims and intends to vigorously defend the lawsuit. Amec Foster Wheeler is in the earlystages of the proceeding. There is no trial date and the matter is not expected to be called for trialuntil late 2018, at the earliest. As the lawsuit is in its early stages it would be premature to predict theultimate outcome of the matter. Amec Foster Wheeler has taken provisions of US$48 million as of31 December 2016 (2015: US$52 million) on this project against disallowed costs and warranties,which includes US$34 million as part of the fair value exercise on the acquisition of Foster Wheeler.

Amec Foster Wheeler Investigations

Amec Foster Wheeler has received voluntary requests for information from, and continues toco-operate with, the SEC and the US Department of Justice (“DOJ”) in connection with their ongoinginvestigations into Amec Foster Wheeler regarding the historical use of agents and certain otherbusiness counterparties by Foster Wheeler, primarily in the Middle East, and in relation to Unaoil. Inaddition, Amec Foster Wheeler has provided information relating to the historical use of third partiesby Foster Wheeler in certain other regions to the SEC and DOJ.

Amec Foster Wheeler has also made a disclosure to the UK Serious Fraud Office (“SFO”) about thesematters. On 28 April 2017, in connection with the SFO’s investigation into Unaoil (on which furtherbackground is given below), the SFO required Amec Foster Wheeler to produce information relating toany relationship of Amec Foster Wheeler with Unaoil or certain other third parties. Amec FosterWheeler is co-operating with and assisting the SFO in connection with such matters, which AmecFoster Wheeler considers may well develop into an investigation into Amec Foster Wheeler bythe SFO.

Given the stage of these matters, it is not possible to estimate reliably what effect the outcome of suchmatters may have on Amec Foster Wheeler.

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Background to the SFO’s investigation into Unaoil: The SFO announced on 19 July 2016 that it isconducting a criminal investigation into the activities of Unaoil, a Monaco-based company, and itsofficers, employees and agents in connection with suspected offences of bribery, corruption andmoney laundering, and the SFO made a general request for information in relation to its investigationinto the activities of Unaoil. Since that announcement, the SFO has announced that it has alsoopened investigations, related to its ongoing investigation into the activities of Unaoil, in relation tovarious other parties (and their officers, employees and agents) for suspected offences of bribery,corruption and/or money laundering.

11. SIGNIFICANT SUBSIDIARIES AND OTHER SIGNIFICANT HOLDINGS

JWG is the parent company of the Wood Group. The following table shows, as of the LatestPracticable Date, the significant subsidiaries of the Wood Group and the associated undertakings ofthe Wood Group which the JWG considers are likely to have a significant effect on the assessment ofthe Wood Group’s assets and liabilities, financial position or profit and losses:

SIGNIFICANT SUBSIDIARIES OF JWG (AS AT THE LATEST PRACTICABLE DATE)

Company name% interest

heldCountry of

incorporation

Elkhorn Holdings Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United StatesGhabet El Iraq for General Contracting and Engineering Services,Engineering Consultancy (LLC) . . . . . . . . . . . . . . . . . . . . . . . 100% Iraq

Hexagon Sociedad Anonima con Consejo de Administracion . . . . . 100% Equatorial GuineaInfinity Construction Holding LLC . . . . . . . . . . . . . . . . . . . . . . . . 100% United StatesISI Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United StatesKelchner Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United StatesMustang and Faisal Jamil Al-Hejailan Consulting EngineeringCompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% Saudi Arabia

Mustang Engineering Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United KingdomMustang International LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United StatesProduction Services Network Sakhalin LLC . . . . . . . . . . . . . . . . . 100% RussiaSwaggart Brothers Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United StatesThe Automated Technology Group Ltd . . . . . . . . . . . . . . . . . . . . 100% United KingdomWood Group Engineering and Production Facilities Brasil Ltda . . . . 100% BrazilWood Group Engineering Sdn Bhd . . . . . . . . . . . . . . . . . . . . . . 100% MalaysiaWood Group Industrial Services Ltd . . . . . . . . . . . . . . . . . . . . . . 100% United KingdomWood Group Kenny Australia Pty Ltd . . . . . . . . . . . . . . . . . . . . . 100% AustraliaWood Group Kenny Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United StatesWood Group Kenny UK Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United KingdomWood Group Mustang Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . United StatesWood Group Mustang (Canada) Construction Management Inc . . . 100% CanadaWood Group Norway AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% NorwayWood Group UK Ltd (previously Wood Group PSN Limited) . . . . . 100% United KingdomWood Group PSN Australia Pty Ltd . . . . . . . . . . . . . . . . . . . . . . AustraliaWood Group PSN Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% United StatesWood Group International Services Pte. Ltd . . . . . . . . . . . . . . . . 100% Singapore

12. WORKING CAPITAL

In the opinion of JWG, the working capital available to the Wood Group is sufficient for its presentrequirements, that is, for at least the next 12 months following the date of this Prospectus.

In the opinion of JWG, the working capital available to the Combined Group is sufficient for its presentrequirements, that is, for at least the next 12 months following the date of this Prospectus.

13. NO SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of the Wood Group since31 December 2016 being the end of the period for which the Wood Group’s last audited consolidatedfinancial statements were published.

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Save for the non-core disposals announced by Amec Foster Wheeler on 2 March 2017 and asdescribed in the paragraph below, there has been no significant change in the financial or tradingposition of the Amec Foster Wheeler Group since 31 December 2016 being the end of the period forwhich the Amec Foster Wheeler Group’s last audited consolidated financial statements werepublished.

On 2 March 2017, Amec Foster Wheeler announced the following non-core disposals: (i) the disposalof the major part of the Global Power Group, the circulating fluidised bed or “CFB” boiler business toSumitomo Heavy Industries, Ltd for £137 million, which is expected to close during the third quarter of2017; (ii) the sale of Aquenta Consulting Pty Ltd, a specialist consultancy business based in Australia,to Jacobs Group (Australia) Pty Ltd for £21 million, which closed in January 2017; and (iii) the sale ofAmec Foster Wheeler Power S.r.l., which operates two wind farms in Italy, to Enel Green Power S.p.A.for £18 million, which is expected to close in May 2017.

14. SYNERGY INFORMATION

Paragraph 6 of Part VI (Information about the Combination) contains statements of estimated costsavings and synergies arising from the Combination, (the “Quantified Financial BenefitsStatement”). The Quantified Financial Benefits Statement is set out below:

The JWG Directors are confident that, as a direct result of the Combination, the Combined Groupcould generate attractive synergies and create additional shareholder value.

The Announcement included statements of estimated pre-tax cost synergies expected to arise fromthe Combination of at least £110m per annum, by the end of the third year following Completion. On5 April 2017, the JWG directors updated this estimate of the pre-tax cost synergies expected to arisefrom the Combination from at least £110m per annum to at least £150m per annum by the end of thethird year following Completion. The JWG Directors have now further increased their estimate of pre-tax cost synergies to at least £165m per annum, by the end of the third year following Completion. InUS$, the pre-tax cost synergies have increased from approximately US$134m per annum toapproximately US$200m per annum, using the same US dollar:sterling exchange rate of 1.2171:1 asset out in the Announcement. The JWG Directors believe that these pre-tax cost synergies furtherenhance the attractiveness of the Combination.

The increase in the expected level of pre-tax cost synergies is attributable to a more developedassessment of the synergy opportunity carried out since the Announcement, which has enabled arefinement of the synergy initiatives and the related risk adjustments incorporated in the underlyingcalculations.

The expected sources of quantified cost synergies, which are in addition to synergies previouslytargeted and already underway by JWG and Amec Foster Wheeler separately, comprise:

• operating efficiencies: approximately 50 per cent. of the identified cost synergies are expectedto be generated from economies of scale in addressable operating cost, efficiencies inoperational procurement spend and the reduction of duplicate costs across country and regionalleadership;

• corporate efficiencies: approximately 20 per cent. of the identified cost synergies are expectedto be generated from the reduction of duplicate costs across board and executive leadershipteams, in addition to other corporate and group functional costs; and

• administration efficiencies: approximately 30 per cent. of the identified cost synergies areexpected to be generated from the consolidation of overlapping office locations, the eliminationof duplicated IT systems and the reduction of duplicate costs across central support functions.

Approximately 30 per cent. of the identified cost synergies are expected to be realised by the end ofthe first year following Completion, rising to 70 per cent. by the end of the second year followingCompletion and to 100 per cent. by the end of the third year following Completion. These anticipatedcost synergies, which are reported under the City Code as set out in Parts B and C of Appendix 1 ofthe Scheme Document, reflect both the beneficial elements and the costs, and will accrue as a directresult of the Combination, and would not be achieved on a standalone basis.

JWG estimates that realisation of these cost synergies would give rise to one-off costs ofapproximately £190 million (US$231 million) incurred in the first three years post-Completion.

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Aside from the one-off costs referred to above, the JWG Directors do not expect any materialdis-synergies to arise in connection with the Combination. Paragraph 14.2 of Part VI (Informationabout the Combination) describes the proposal of a remedy commitment that JWG has made to theCMA. Should such proposed remedy commitment be agreed with the CMA and implemented, it isanticipated that approximately £25m per annum of the pre-tax cost synergies would not be achieved.Furthermore, approximately £25m of the one-off costs to realise the cost synergies would not beincurred. In US$, the reduction in cost synergies would be approximately US$30m per annum and thereduction in one-off costs approximately US$30m, using the same US dollar:sterling exchange rate of1.2171:1 as set out in the Announcement.

References in this Prospectus to the Quantified Financial Benefits Statement should be read inconjunction with paragraph 6 of Part VI (Information about the Combination).

Over the longer term, the JWG Board believes that the Combined Group would also have the potentialto realise additional revenue synergies that are not included in the Quantified Financial BenefitsStatement, from the delivery of an expanded range of services to an enlarged customer base, abroader offering in the core oil and gas market, cross selling, pull through opportunities and insourcingby the Combined Group of currently outsourced activity.

None of the statements contained in this paragraph 14 is intended as a profit forecast and should notbe interpreted as such.

Bases of belief

In preparing the Quantified Financial Benefits Statement, Amec Foster Wheeler has provided JWGwith certain operating and financial information to facilitate a detailed analysis in support of evaluatingthe potential synergies available from the Combination. In circumstances where data has been limitedfor commercial or other reasons, JWG management has made estimates and assumptions to aid itsdevelopment of individual synergy initiatives.

The cost base used as the basis for the quantified exercise is Amec Foster Wheeler’s 2016 cost base,consistent with Amec Foster Wheeler’s 2016 unaudited full year trading update provided by AmecFoster Wheeler to JWG and released by Amec Foster Wheeler on 13 March 2017. JWG adjusted thisinformation to take into account recent cost savings announced by Amec Foster Wheeler on27 October 2016.

The assessment and quantification of the expected synergies have in turn been informed by JWGmanagement’s industry experience as well as their experience of executing and integrating pastacquisitions.

In arriving at the estimate of synergies set out in this paragraph 14, the JWG Board has assumed thatAmec Foster Wheeler’s support function activities, such as Finance and HR, will transition onto JWG’sexisting systems.

In general, the synergy assumptions have in turn been risk adjusted, exercising a degree of prudencein the calculation of the estimated synergy benefit set out above.

The JWG Board has, in addition, made the following assumptions, all of which are outside theinfluence of the JWG Board:

• there will be no material impact on the underlying operations of either company or their ability tocontinue to conduct their businesses;

• there will be no material change to macroeconomic, political, regulatory or legal conditions in themarkets or regions in which JWG and Amec Foster Wheeler operate that materially impact onthe implementation or costs to achieve the proposed cost savings;

• there will be no material change in current foreign exchange rates; and

• there will be no change in tax legislation or tax rates or other legislation or regulation in thecountries in which JWG and Amec Foster Wheeler operate that could materially impact theability to achieve any benefits.

This analysis assumes no business disposals other than as referred to above.

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Notes

The statements of estimated synergies relate to future actions and circumstances which, by theirnature, involve risks, uncertainties and contingencies. As a result, the synergies referred to may notbe achieved, or may be achieved later or sooner than estimated, or those achieved could bematerially different from those estimated.

Due to the scale of the Combined Group, there may be additional changes to the Combined Group’soperations. As a result, and given the fact that the changes relate to the future, the resulting synergiesmay be materially greater or less than those estimated.

No statement in the Quantified Financial Benefits Statement or in this Prospectus generally should beinterpreted to mean that earnings, earnings per share or income, cash flow from operations or freecash flow for the Combined Group for the current or future financial years would necessarily match orexceed the historical published earnings, earnings per share or income, cash flow from operations orfree cash flow for JWG, Amec Foster Wheeler or the Combined Group (as appropriate).

15. EXPENSES

There are no net proceeds receivable by JWG for the issue of the New JWG Shares. The total costsand expenses relating to the issue of this Prospectus, the Circular and to the negotiation, preparationand implementation of the Combination payable by JWG are estimated to be approximately US$33m(including regulatory fees, the listing fees, professional fees and expenses and the costs of printingand distribution of documents, but excluding VAT and stamp duty).

In addition, stamp duty of US$14.9m will be paid on the Combination. The amount has beencalculated based on the market capitalisation of Amec Foster Wheeler as at close of business on theLatest Practicable Date.

16. CONSENTS

J.P. Morgan Cazenove, who has acted as sponsor and financial adviser and whose registeredaddress is at 25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom, has given and hasnot withdrawn its written consent to the publication of this Prospectus with the inclusion of its name inthe form and context in which it appears.

Credit Suisse, who has acted as sponsor and financial adviser and whose registered address is atOne Cabot Square, London, E14 4QJ, United Kingdom, has given and has not withdrawn writtenconsent to the publication of this Prospectus with the inclusion of its name in the form and context inwhich it appears.

PwC, a member firm of the Institute of Chartered Accountants in England and Wales, has acted asauditor and reporting accountant to JWG and whose address is at 1 Embankment Place, London,WC2N 6RH, United Kingdom, has given and has not withdrawn its written consent to the publicationof this Prospectus with the inclusion of its name and its report on the unaudited pro forma financialinformation set out in Part XIII (Unaudited pro forma financial information) and the report on theunaudited reconciliation of the Amec Foster Wheeler Group financial statements to the Wood Groupaccounting policies set out in Part XI (Financial information in relation to Amec Foster Wheeler and theAmec Foster Wheeler Group), the contents of which it has authorised for the purposes of ProspectusRule 5.5.3R(2)(f).

PwC does not have an interest in the Combination which is material.

17. SOURCES AND BASES

In this Prospectus unless otherwise stated:

(A) Financial information relating to JWG has been extracted (without material adjustment) from theaudited historical financial information referred to in Part IX (Financial information in relation toJWG and the Wood Group) of this Prospectus for the financial years ended 31 December 2016,31 December 2015 and 31 December 2014 prepared in accordance with IFRS.

(B) Financial information relating to Amec Foster Wheeler has been extracted (without materialadjustment) from the audited historical financial information referred to in Part XI (Financialinformation in relation to Amec Foster Wheeler and the Amec Foster Wheeler Group) of this

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Prospectus for the financial years ended 31 December 2016, 31 December 2015 and31 December 2014 prepared in accordance with IFRS.

(C) The value attributable to the entire share capital of Amec Foster Wheeler is calculated:

(i) by reference to the price of £7.79 per JWG Share, being the Closing Price on 19 May 2017,the Latest Practicable Date; and

(ii) on the basis of the fully diluted share capital of Amec Foster Wheeler being 395,389,192Amec Foster Wheeler Shares.

(D) The percentage of the share capital of the Combined Group that will be owned by Amec FosterWheeler Shareholders of approximately 44 per cent. is calculated by dividing the number of NewJWG Shares to be issued under the terms of the Combination (being 296,541,894) by the issuedshare capital of the Combined Group (being 679,717,278) and multiplying the resulting sum by100 to produce a percentage.

(E) The fully diluted share capital of Amec Foster Wheeler (being 395,389,192 Amec Foster WheelerShares) is calculated on the basis of:

(i) Amec Foster Wheeler’s issued share capital as at the Latest Practicable Date of389,973,503; and

(ii) 5,415,689 Amec Foster Wheeler Shares which may be issued on or after the date of thisProspectus on the exercise of options or vesting of awards under the Amec Foster WheelerShare Plans.

(F) The share capital of the Combined Group (being 679,717,278) has been calculated as thesum of:

(i) the total number of JWG Shares in issue as at close of business on the Latest PracticableDate (being 383,175,384 New JWG Shares); and

(ii) 296,541,894 New JWG Shares which would be issued under the terms of the Combination(being 0.75 New JWG Shares to be issued per Amec Foster Wheeler Shares multiplied bythe fully diluted share capital of Amec Foster Wheeler as referred to in sub-paragraph (E)above).

(G) On the Latest Practicable Date, JWG held no JWG Shares in treasury.

(H) Unless otherwise stated, all prices and closing prices for Amec Foster Wheeler Shares and JWGShares are closing middle market quotations derived from Bloomberg.

(I) The premium calculations to the price per Amec Foster Wheeler Share have been calculated byreference to:

(i) the Closing Price of £7.52 per JWG Share and of £4.89 per Amec Foster Wheeler Shareon 10 March 2017, the last Business Day prior to the date of the Announcement; and

(ii) the prior 30 trading volume weighted average price of a JWG Share of £7.77 and of anAmec Foster Wheeler Share of £4.53, since 30 January 2017 to 10 March 2017.

(J) The volume weighted average prices referred to in sub-paragraph (I)(ii) above are derived fromdata provided by FactSet.

(K) The timing expectations set out in this Prospectus assume that the Combination would becomeeffective in the fourth quarter of 2017.

(L) This Prospectus contains certain financial information and measures which are not calculated inaccordance with IFRS.

(M) Certain figures included in this Prospectus have been subjected to rounding adjustments.Accordingly, figures shown for the same category presented in different tables may vary slightlyand figures shown as totals in certain tables may not be an arithmetic aggregation of the figuresthat precede them.

(N) Where information has been sourced from a third party, the JWG confirms that the informationhas been accurately reproduced and, as far as the JWG is aware and able to ascertain frominformation published by that third party, no facts have been omitted which would render the

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reproduced information inaccurate or misleading. Where third party information has been used,the source of such information has been identified wherever it appears in this document.

18. DOCUMENTS ON DISPLAY

Copies of the following documents will be available for inspection during normal business hours onany Business Day for a period beginning on the date of this Prospectus and ending on the EffectiveDate at JWG’s registered office, being 15 Justice Mill Lane, Aberdeen, AB11 6EQ, United Kingdom:

• JWG’s memorandum of association and the JWG Articles of Association;

• this Prospectus;

• the Circular;

• the Scheme Document;

• the Announcement;

• the reports by PwC, J.P. Morgan Cazenove and Credit Suisse in relation to the quantifiedfinancial benefits;

• the JWG 2016 Annual Report and Accounts, the JWG 2015 Annual Report and Accounts, theJWG 2014 Annual Report and Accounts;

• the Amec Foster Wheeler 2016 Annual Report and Accounts, the Amec Foster Wheeler 2015Annual Report and Accounts, the Amec Foster Wheeler 2014 Annual Report and Accounts, theAmec Foster Wheeler 2014 Supplementary Prospectus;

• the reports by PwC set out in Part D of Part XI (Financial information in relation to Amec FosterWheeler and the Amec Foster Wheeler Group) and Part B of Part XII (Unaudited pro formafinancial information); and

• the consent letters referred to in “Consents” in paragraph 16 of this Part XVI (AdditionalInformation).

For the purposes of the Prospectus Rules, this Prospectus will be published in electronic form andmade available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, atwww.woodgroup.com.

19. INCORPORATION BY REFERENCE

The table below sets out the documents of which certain parts are incorporated by reference into, andform part of, this Prospectus, and only the parts of the documents identified in the table below areincorporated into, and form part of, this Prospectus. The parts of these documents which are notincorporated by reference are either not relevant for investors or are covered elsewhere in thisProspectus. To the extent that any information incorporated by reference itself incorporates anyinformation by reference, either expressly or impliedly, such information will not form part of thisProspectus for the purposes of the Prospectus Rules, except where such information is stated withinthis Prospectus as specifically being incorporated by reference or where the document is specificallydefined as including such information.

Any statement contained in a document which is deemed to be incorporated by reference herein shallbe deemed to be modified or superseded for the purpose of this Prospectus to the extent that astatement contained herein (or in a later document which is incorporated by reference herein) modifiesor supersedes such earlier statement (whether expressly, by implication or otherwise).

Except as set forth above, no other portion of these documents is incorporated by reference into thisProspectus.

These documents incorporated by reference are available for inspection in accordance withparagraph 18 of this Part XVI (Additional information).

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Information incorporated by reference from the JWG 2016 Annual Report and Accounts

The following pages are incorporated by reference from the JWG 2016 Annual Report and Accounts:

Information Pages

Remuneration policy report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47-55Independent auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68-73Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79-124



Information Pages

Independent auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48-52Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58-102



Information Pages

Independent auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46-50Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56-96

Information incorporated by reference from the Amec Foster Wheeler 2016 Annual Report andAccounts

The following pages are incorporated by reference from the Amec Foster Wheeler 2016 AnnualReport and Accounts:

Information Pages

Our business lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-5Our markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14-15People . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25-27Principal risks and uncertainties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28-32Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Financial review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34-45Remuneration policy report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83-88Independent auditors’ report (UK) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94-101Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . 105Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107-109Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110-111Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112-166

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Information Pages

Delivering excellence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14-17Principal risks and uncertainties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-21Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Global market trends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Our markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24-25Financial review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28-37Independent auditors’ report to the members of Amec Foster Wheeler plc . . . . . . . . . . 86-95Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . 97Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99-101Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102-203Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104-156



Information Pages

Delivering excellence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16-19Principal risks and uncertainties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-23Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Global market trends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Our markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Financial review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30-39Our business units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40-43Independent auditors’ report (UK) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87-95Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . 97Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99-101Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103-155

Information incorporated by reference from the Amec Foster Wheeler 2014 SupplementaryProspectus

The following pages are incorporated by reference from the Amec Foster Wheeler 2014Supplementary Prospectus:

Information Pages

Foster Wheeler 3Q 2014 Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-50

191

PART XVIIDEFINITIONS

20. Interpretation

20.1 Unless otherwise stated, all times referred to in this Prospectus are references to London time.

20.2 All references to “Pounds Sterling”, “pence”, “sterling” or “£” are to the lawful currency ofthe UK.

20.3 All references to “Euros” or “€” are to the lawful currency of the EU (as adopted by certainmember states).

20.4 All references to “US Dollars”, “USD”, “US$” and “cents” are to the lawful currency of the US.

20.5 All references to “Canadian Dollars” or “CDN$” are to the lawful currency of Canada.

20.6 Unless otherwise indicated, the financial information contained in this Prospectus has beenexpressed in US Dollars, which is the reporting currency of the Wood Group.

20.7 Words importing the singular shall include the plural and vice versa, and words importing themasculine gender shall include the feminine or neutral gender.

20.8 All references to statutory provision or law or to any order or regulation shall be construed as areference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to timemade thereunder or deriving validity therefrom.

21. Definitions

The following definitions apply in this Prospectus, unless the context otherwise requires:

“2002 ESOS No 1” . . . . . . . . . . . the JWG (No 1) 2002 Executive Share Option Scheme




“ABP” . . . . . . . . . . . . . . . . . . . . the JWG Annual Bonus Plan

“Administrative Agreement” . . . . . the administrative agreement entered into between WGPSN,JWG and the EPA on 27 February 2017 and described inparagraph 9.1 of Part XVI (Additional information)

“Admission” . . . . . . . . . . . . . . . . admission of the New JWG Shares to the Official List with apremium listing and to trading on the Main Market

“AGM” . . . . . . . . . . . . . . . . . . . . annual general meeting of JWG

“Amec Foster Wheeler” . . . . . . . . Amec Foster Wheeler PLC, incorporated in England andWales with registered number 01675285

“Amec Foster Wheeler 2014Annual Report and Accounts” . . . Amec Foster Wheeler’s annual report and audited accounts

for the year ended 31 December 2014 (which includes theAmec Foster Wheeler Group’s audited historical consolidatedfinancial statements for the year ended 31 December 2014)



192



“Amec Foster Wheeler 2014Supplementary Prospectus” . . . . the supplementary prospectus dated 7 November 2014

published by Amec Foster Wheeler in relation to theproposed issue of up to 90,917,043 new Amec FosterWheeler Shares with the proposed acquisition andapplication for admission of up to 90,917,043 new AmecFoster Wheeler Shares to the premium listing segment of theOfficial List and to trading on the London Stock Exchange’smain market for listed securities

“Amec Foster Wheeler ADRDepositary” . . . . . . . . . . . . . . . . Deutsche Bank Trust Company Americas, or the depositary

from time to time for the Amec Foster Wheeler ADRsappointed pursuant to the terms of the Deposit Agreement

“Amec Foster Wheeler ADRHolders” . . . . . . . . . . . . . . . . . . the holders of Amec Foster Wheeler ADRs from time to time

“Amec Foster Wheeler ADRs” . . . American Depositary Receipts evidencing Amec FosterWheeler ADSs

“Amec Foster Wheeler ADSs” . . . American Depositary Shares, each of which represents oneAmec Foster Wheeler Share

“Amec Foster Wheeler Articles” . . the current articles of association of Amec Foster Wheeler or,where the context so requires, the articles of association ofAmec Foster Wheeler from time to time

“Amec Foster Wheeler Board” . . . the Amec Foster Wheeler Directors collectively

“Amec Foster Wheeler BoardRecommendation” . . . . . . . . . . . . the unanimous and unconditional recommendation from the

Amec Foster Wheeler Board to the Amec Foster WheelerShareholdes to vote in favour o the Amec Foster WheelerResolutions, or, if JWG proceeds by way of the Offer, toaccept the Offer, as the case may be

“Amec Foster Wheeler DebtFacility Agreement” . . . . . . . . . . . the credit facility agreement dated 1 March 2016 entered into

between Amec Foster Wheeler and a syndicate of 20 banksas original lenders creating the Amec Foster Wheeler DebtFacility

“Amec Foster Wheeler DebtFacility” . . . . . . . . . . . . . . . . . . . Amec Foster Wheeler’s £1.7 billion credit facility described in

paragraph 9.2 of Part XVI (Additional information) of thisProspectus

“Amec Foster WheelerDirectors” . . . . . . . . . . . . . . . . . the directors of Amec Foster Wheeler at the time of the

Announcement or, where the context so requires, thedirectors of Amec Foster Wheeler from time to time

“Amec Foster Wheeler GeneralMeeting” . . . . . . . . . . . . . . . . . . the general meeting of Amec Foster Wheeler Shareholders to

be convened to consider and if thought fit pass, inter alia, the

193

Amec Foster Wheeler Resolutions in relation to theCombination, including any adjournment thereof

“Amec Foster Wheeler Group” . . . Amec Foster Wheeler and its subsidiaries and subsidiaryundertakings

“Amec Foster WheelerInternational Sharesave Plan” . . . the Amec Foster Wheeler International Savings Related

Share Option Scheme

“Amec Foster Wheeler LTIP” . . . . the Amec Foster Wheeler plc Long-Term Incentive Plan 2015

“Amec Foster WheelerMeetings” . . . . . . . . . . . . . . . . . . the Court Meeting and the Amec Foster Wheeler General

Meeting

“Amec Foster Wheeler OriginalFacilities” . . . . . . . . . . . . . . . . . . Amec Foster Wheeler’s original £377 million credit facility

dated 18 July 2012 (as amended from time to time) andAmec Foster Wheeler’s original US$2.26 billion acquisitionfacility dated 13 February 2014 (as amended from time totime)

“Amec Foster WheelerResolutions” . . . . . . . . . . . . . . . such shareholder resolutions of Amec Foster Wheeler as are

necessary to approve, implement and effect the Scheme,including any resolution to amend the Amec Foster WheelerArticles by the adoption and inclusion of a new article underwhich any Amec Foster Wheeler Shares issued or transferredafter the Amec Foster Wheeler General Meeting shall eitherbe subject to the Scheme or (after the Effective Date) shall beimmediately transferred to JWG (or as it may direct) inexchange for the same consideration as is due under theScheme

“Amec Foster Wheeler SharePlans” . . . . . . . . . . . . . . . . . . . . the AMEC Restricted Share Plan, the Amec Foster Wheeler

LTIP, the Amec Foster Wheeler UK Sharesave Plan, theAmec Foster Wheeler International Sharesave Plan and theFoster Wheeler AG Omnibus Incentive Plan and one-offawards as disclosed to Wood Group

“Amec Foster WheelerShareholders” . . . . . . . . . . . . . . holders of Amec Foster Wheeler Shares from time to time

(any such holder being an “Amec Foster WheelerShareholder”)

“Amec Foster Wheeler Shares” . . ordinary shares of 50 pence each in the capital of AmecFoster Wheeler from time to time

“Amec Foster Wheeler UKSharesave Plan” . . . . . . . . . . . . . the Amec Foster Wheeler Savings Related Share Option

Scheme

“Announcement” . . . . . . . . . . . . . the joint announcement made by JWG and Amec FosterWheeler on 13 March 2017 in relation to the Combinationpursuant to Rule 2.7 of the City Code

“Article 50” . . . . . . . . . . . . . . . . . Article 50 of the Lisbon Treaty

“Automated Technology Group” . . the Automated Technology Group Ltd

“Bill” . . . . . . . . . . . . . . . . . . . . . means the Finance (No. 2) Bill 2017

194

“BNP Paribas” . . . . . . . . . . . . . . BNP Paribas Fortis SA/NV

“Break Fee Trigger” . . . . . . . . . . . the occurrence of any of the trigger events set out in sub-paragraph (A) to (E) of paragraph 19 in Part VI (Informationabout the Combination)

“Business Day” . . . . . . . . . . . . . . means a day, (other than a Saturday, Sunday, public or bankholiday) on which banks are generally open for business inLondon other than solely for trading and settlement in Euro

“CA 1948” . . . . . . . . . . . . . . . . . the UK Companies Act 1948, as amended

“CA 2006” . . . . . . . . . . . . . . . . . the UK Companies Act 2006, as amended

“Carillion” . . . . . . . . . . . . . . . . . . Carillion plc

“CDN” . . . . . . . . . . . . . . . . . . . . the Canadian dollar

“CDP” . . . . . . . . . . . . . . . . . . . . the Carbon Disclosure Project

“CEO” . . . . . . . . . . . . . . . . . . . . chief executive officer

“CFA” . . . . . . . . . . . . . . . . . . . . Central African CFA Franc

“CFIUS” . . . . . . . . . . . . . . . . . . . the Committee on Foreign Investment in the United States

“CFO” . . . . . . . . . . . . . . . . . . . . chief financial officer

“Circular” . . . . . . . . . . . . . . . . . . the circular sent by JWG to JWG Shareholders summarisingthe background to and reasons for the Combination, whichwill include a notice convening the JWG General Meeting

“City Code” . . . . . . . . . . . . . . . . the City Code on Takeovers and Mergers

“Clean Team Non-DisclosureAgreement” . . . . . . . . . . . . . . . . the non-disclosure agreement entered into between JWG and

Amec Foster Wheeler on 5 March 2017 in relation to thedisclosure of competitively sensitive confidential information

“Closing Price” . . . . . . . . . . . . . . the closing middle market quotations of a share derived fromthe Official List of the London Stock Exchange

“CMA” . . . . . . . . . . . . . . . . . . . . the UK Competition and Markets Authority

“CNRL” . . . . . . . . . . . . . . . . . . . Canadian Natural Resources Limited

“Code” . . . . . . . . . . . . . . . . . . . . US Internal Revenue Code of 1986, as amended

“Combination” . . . . . . . . . . . . . . the proposed acquisition of the entire issued and to be issuedshare capital of Amec Foster Wheeler by JWG, to be effectedby the Scheme as described in this document (or by the Offerunder certain circumstances described in the Announcement)

“Combined Group” . . . . . . . . . . . the enlarged group following Completion, comprising theWood Group and the Amec Foster Wheeler Group

“Completion” . . . . . . . . . . . . . . . completion of the Combination

“Conditions” . . . . . . . . . . . . . . . . the conditions to the implementation of the Combination(including the Scheme) as summarised in paragraph 14 ofPart VI (Information about the Combination) and set out inPart III (Conditions to and further terms of the Scheme andthe Combination) of the Scheme Document

“Confidentiality Agreement” . . . . . the non-disclosure agreement entered into between JWG andAmec Foster Wheeler on 3 March 2017

195

“Confidentiality and Joint DefenceAgreement” . . . . . . . . . . . . . . . . the confidentiality and joint defence agreement entered into

between JWG and Amec Foster Wheeler on 6 March 2017

“Conflict” . . . . . . . . . . . . . . . . . . conflict of interest

“Consideration” . . . . . . . . . . . . . the consideration payable to Amec Foster WheelerShareholders in connection with the Combination comprising0.75 New JWG Shares per Amec Foster Wheeler Share

“Co-operation Agreement” . . . . . . the agreement dated 13 March 2017 between JWG andAmec Foster Wheeler and relating, among other things, to theimplementation of the Combination

“Court” . . . . . . . . . . . . . . . . . . . the High Court of Justice in England and Wales

“Court Meeting” . . . . . . . . . . . . . the meeting of the Amec Foster Wheeler Shareholders (orany class or classes thereof) to be convened by order of theCourt pursuant to section 899 of the CA 2006 for the purposeof considering and, if thought fit, approving the Scheme (withor without amendment) and any adjournment, postponementor reconvention thereof

“Credit Suisse” . . . . . . . . . . . . . . Credit Suisse International

“CREST” . . . . . . . . . . . . . . . . . . the relevant system (as defined in the UncertificatedSecurities Regulations 2001 (SI 2001/3755) in respect ofwhich Euroclear UK & Ireland Limited is the Operator (asdefined in those regulations)

“Current JWG Directors” . . . . . . . the executive and non-executive directors of JWG at the dateof this document, whose names appear in Part IV (Directors,Company Secretary, Registered and Head Offices andAdvisers)

“Deposit Agreement” . . . . . . . . . . the deposit agreement between Amec Foster Wheeler,Deutsche Bank Trust Company Americas and the AmecFoster Wheeler ADR Holders, including the form of AmericanDepositary Receipt for the Amec Foster Wheeler ADSs

“Disclosure Guidance andTransparency Rules” or “DTR” . . . the disclosure rules made by the FCA pursuant to Part VI of

FSMA (as amended), referred to in section 73A(3) of FSMA,and contained in the FCA’s publication of the same name

“DOJ” . . . . . . . . . . . . . . . . . . . . US Department of Justice

“DSO” . . . . . . . . . . . . . . . . . . . . Days Sales Outstanding

“EBIT” . . . . . . . . . . . . . . . . . . . . earnings before interest and taxes

“EBITA” . . . . . . . . . . . . . . . . . . . earnings before interest, taxes and amortisation

“EBITDA” . . . . . . . . . . . . . . . . . . earnings before interest, taxes, depreciation and amortisation

“EEA” . . . . . . . . . . . . . . . . . . . . the European Economic Area

“Effective Date” . . . . . . . . . . . . . the date on which either: (i) the Scheme becomes effective inaccordance with its terms; or (ii) if JWG elects to implementthe Combination by way of an Offer, the date on which theOffer becomes or is declared unconditional in all respects

“Elkhorn” . . . . . . . . . . . . . . . . . . Elkhorn Holdings Inc., a company registered in the US

“Engineering” . . . . . . . . . . . . . . . Wood Group Engineering

196

“Enterprise” . . . . . . . . . . . . . . . . Enterprise Products Operating LLC

“EPA” . . . . . . . . . . . . . . . . . . . . US Environmental Protection Agency

“EPC” . . . . . . . . . . . . . . . . . . . . engineering, procurement and construction

“EPCM” . . . . . . . . . . . . . . . . . . . engineering, procurement and construction management

“ERP” . . . . . . . . . . . . . . . . . . . . Enterprise Resource Planning

“ESP” . . . . . . . . . . . . . . . . . . . . the JWG Employee Share Plan

“EthosEnergy” . . . . . . . . . . . . . . Ethos Energy Group Limited, a company registered in the UK

“EU” . . . . . . . . . . . . . . . . . . . . . the European Union

“EU Referendum” . . . . . . . . . . . . the referendum held in the United Kingdom on 23 June 2016in which voters were asked to decide whether the UnitedKingdom should remain a member of the European Union orleave the European Union

“EURIBOR” . . . . . . . . . . . . . . . . . the Euro Interbank Offered Rate

“Excluded Shares” . . . . . . . . . . . any Amec Foster Wheeler Shares (i) registered in the nameof, or beneficially owned by, JWG, any member of the WoodGroup or their respective nominee (if any); or (ii) held byAmec Foster Wheeler in treasury

“FCA” . . . . . . . . . . . . . . . . . . . . the Financial Conduct Authority or its successor from time totime

“FEED” . . . . . . . . . . . . . . . . . . . front end engineering and design

“First Vesting Date” . . . . . . . . . . . the date on which the JWG board determines that theperformance condition has been satisfied (normally after athree-year performance period)

“Flint” . . . . . . . . . . . . . . . . . . . . Flint Field Services Limited and Transline Limited

“Form 25” . . . . . . . . . . . . . . . . . SEC Form 25 for notification of removal from listing and/orregistration under section 12(b) of the Securities ExchangeAct of 1934

“Foster Wheeler” . . . . . . . . . . . . . Foster Wheeler AG

“Foster Wheeler Group” . . . . . . . . Foster Wheeler and its subsidiaries and subsidiaryundertakings

“Freeport LNG” . . . . . . . . . . . . . . Freeport LNG Expansion L.P.

“FSMA” . . . . . . . . . . . . . . . . . . . the Financial Services and Markets Act 2000

“Good Leaver Reason” . . . . . . . . when a participant of the JWG Share Plans ceases to be anemployee or director before the normal vesting date becauseof ill-health, injury or disability, his employing company orbusiness being transferred out of the Wood Group or anyother reason at the JWG board’s discretion (except where aparticipant is dismissed lawfully without notice)

“HMRC” . . . . . . . . . . . . . . . . . . . Her Majesty’s Revenue and Customs

“HSBC” . . . . . . . . . . . . . . . . . . . HSBC Bank plc

“HSE” . . . . . . . . . . . . . . . . . . . . health, safety and environment

“HSSE” . . . . . . . . . . . . . . . . . . . health, safety, security and environmental

197

“HSSEA” . . . . . . . . . . . . . . . . . . health, safety, security, environment and assurance

“IASB” . . . . . . . . . . . . . . . . . . . . International Accounting Standards Board

“IBM” . . . . . . . . . . . . . . . . . . . . . IBM United Kingdom Limited

“ICC” . . . . . . . . . . . . . . . . . . . . . International Chamber of Commerce

“IEA” . . . . . . . . . . . . . . . . . . . . . International Energy Agency

“IFRIC” . . . . . . . . . . . . . . . . . . . . the International Financial Reporting InterpretationsCommittee

“IFRS” . . . . . . . . . . . . . . . . . . . . the International Financial Reporting Standards

“Infinity” . . . . . . . . . . . . . . . . . . . Brazos M&E (Nevada), Inc., United Electrical &Instrumentation (Nevada), Inc., Infinity Construction Holding,LLC., Infinity Maintenance Holding, LLC, Caliber Holding Inc,Brazos M&E Management LLC, Brazos M&E Ltd, CaliberServices L.P., CSGP LLC, Infinity Construction Services LP,Infinity Maintenance Services LP, United Electrical &Instrumentation Management LLC, United Electrical &Instrumentation Ltd, ICGP, LLC, IMGP, LLC

“IOC” . . . . . . . . . . . . . . . . . . . . . international oil companies

“IPO” . . . . . . . . . . . . . . . . . . . . . initial public offering

“ISIN” . . . . . . . . . . . . . . . . . . . . . the international code for a listed security

“ISO 14001” . . . . . . . . . . . . . . . . ISO 14001 Environment Management Certification

“J.P. Morgan” . . . . . . . . . . . . . . . JPMorgan Chase Bank N.A., London Branch

“J.P. Morgan Cazenove” . . . . . . . . J.P. Morgan Limited, which conducts its UK investmentbanking business as J.P. Morgan Cazenove

“JV” . . . . . . . . . . . . . . . . . . . . . . joint venture

“JWG” or the “Company” . . . . . . John Wood Group PLC, a public limited company,incorporated in Scotland, with registered number 036219whose registered office is at 15 Justice Mill Lane, Aberdeen,AB11 6EQ, United Kingdom

“JWG 2014 Annual Report andAccounts” . . . . . . . . . . . . . . . . . JWG’s annual report and audited accounts for the year ended

31 December 2014 (which includes the Wood Group’saudited historical consolidated financial statements for theyear ended 31 December 2014)


31 December 2015 (which includes the Amec Foster WheelerGroup’s audited historical consolidated financial statementsfor the year ended 31 December 2015)


31 December 2016 (which includes the Amec Foster WheelerGroup’s audited historical consolidated financial statementsfor the year ended 31 December 2016)

“JWG Articles of Association” . . . the current articles of association of JWG or, where thecontext so requires, the articles of association of JWG fromtime to time

198

“JWG Audit Committee” . . . . . . . the audit committee of the JWG from time to time

“JWG board” . . . . . . . . . . . . . . . the JWG directors collectively

“JWG Board” . . . . . . . . . . . . . . . the JWG Directors collectively

“JWG Chair” . . . . . . . . . . . . . . . . the chairman of JWG

“JWG directors” . . . . . . . . . . . . . the directors of JWG from time to time

“JWG Directors” . . . . . . . . . . . . . the Current JWG Directors and the JWG Proposed Directors

“JWG Dividend” . . . . . . . . . . . . . has the meaning given in paragraph 13 of Part VI

“JWG Executive Directors” . . . . . the executive directors of JWG, from time to time

“JWG Executive Leadership Team” the JWG executive leadership team, from time to time

“JWG Facilities Agreement” . . . . . the new committed syndicated facilities agreement entered byJWG, under which BNP Paribas, HSBC, J.P. Morgan, Lloydsand RBS have agreed to underwrite a total of US$2,750million multi-currency borrowing facilities, comprising aUS$1,000 million three year term loan facility, and aUS$1,750 million five year revolving credit facility

“JWG Form of Proxy” . . . . . . . . . the personalised form of proxy accompanying the notice ofthe JWG General Meeting

“JWG General Meeting” . . . . . . . . the general meeting of JWG to be convened in connectionwith the Combination, notice of which will be sent to JWGShareholders, including any adjournment thereof

“JWG Nomination Committee” . . . the JWG nomination committee, from time to time

“JWG Non-executive Directors” . . the non-executive directors of JWG, from time to time

“JWG Proposed Directors” . . . . . . the directors whose names appear in Part IV (Directors,Company Secretary, registered and head offices andadvisers)

“JV” . . . . . . . . . . . . . . . . . . . . . . joint venture

“JWG RemunerationCommittee” . . . . . . . . . . . . . . . . the remuneration committee of the JWG from time to time

“JWG Resolution” . . . . . . . . . . . . the ordinary shareholder resolution of JWG necessary toimplement the Combination, including without limitation toapprove, effect and implement the Combination and to grantauthority to the directors of JWG to allot the New JWGShares (and any amendment(s) thereof) at the JWG GeneralMeeting as set out in paragraph 5 of Part XVI (Additionalinformation)

“JWG Safety, Assurance andBusiness Ethics Committee” . . . . the JWG safety, assurance and business ethics committee,

from time to time

“JWG Senior Management” . . . . . the executive leadership team of JWG

“JWG Shareholders” . . . . . . . . . . holders of JWG Shares from time to time

“JWG Share Plans” . . . . . . . . . . . those set out in paragraph 8 of Part XV (Directors, seniormanagement and corporate governance)

“JWG Shares” . . . . . . . . . . . . . . . ordinary shares of 4 2/7 pence each in the capital of JWG

199

“Kelchner” . . . . . . . . . . . . . . . . . Kelchner Inc., a company registered in the US

“Kiewit” . . . . . . . . . . . . . . . . . . . Kiewit Offshore Services Limited, a company registered inthe US

“Latest Practicable Date” . . . . . . . 19 May 2017, being the latest practicable date prior to thepublication of this Prospectus

“Legislation” . . . . . . . . . . . . . . . . every statute (and any orders, regulations or othersubordinate legislations made under it) applying to JWG

“LIBOR” . . . . . . . . . . . . . . . . . . . the London Interbank Offered Rate

“Listing Rules” . . . . . . . . . . . . . . the listing rules made by the FCA pursuant to Part VI ofFSMA (as amended), referred to in section 73A(2) of FSMA,and contained in the FCA’s publication of the same name

“Lloyds” . . . . . . . . . . . . . . . . . . . Lloyds Bank plc

“LNG” . . . . . . . . . . . . . . . . . . . . liquefied natural gas

“London Stock Exchange”or “LSE” . . . . . . . . . . . . . . . . . . . London Stock Exchange plc or, where the context so requires

its successor

“Longstop Date” . . . . . . . . . . . . . 14 February 2018 or (with the prior written consent of JWGand Amec Foster Wheeler) 31 March 2018, or such later dateas may be agreed in writing by JWG and Amec FosterWheeler (with the Panel’s consent and as the Court mayapprove (if such approval(s) are required))

“LTIP” . . . . . . . . . . . . . . . . . . . . the JWG Long Term Incentive Plan

“LTP” . . . . . . . . . . . . . . . . . . . . . the JWG Long Term Plan

“LTRP” . . . . . . . . . . . . . . . . . . . . the JWG (No 1) 2003 Long Term Retention Plan

“MACTEC” . . . . . . . . . . . . . . . . . MACTEC, Inc

“Main Market” . . . . . . . . . . . . . . . the main market for listed securities of the London StockExchange

“National Insurance” . . . . . . . . . . UK National Insurance

“NCOC” . . . . . . . . . . . . . . . . . . . North Caspian Operating Company

“New JWG Shares” . . . . . . . . . . . the JWG Shares proposed to be issued and allotted pursuantto the Combination

“New Wood Group Facilities” . . . . the US$2,750 million of committed syndicated term andrevolving credit facilities Wood Group has put in place inconnection with the Combination (comprising a US$1,000million term loan facility and a US$1,750 million revolvingcredit facility

“Nil Rate Amount” . . . . . . . . . . . . has the definition given in paragraph 1.1(B) of Part XIV(Taxation)

“Noble Energy” . . . . . . . . . . . . . . Noble Energy Inc., a company registered in the US

“NOC” . . . . . . . . . . . . . . . . . . . . national oil companies

“NYSE” . . . . . . . . . . . . . . . . . . . the New York Stock Exchange, Inc., or where the context sorequires, any successors from time to time

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“Offer” . . . . . . . . . . . . . . . . . . . . should the Combination be implemented by way of a takeoveroffer as defined in Chapter 3 of Part 28 of the CA 2006, theoffer to be made by or on behalf of JWG to acquire the entireissued and to be issued share capital of Amec FosterWheeler and, where the context admits, any subsequentrevision, variation, extension or renewal of such offer

“Official List” . . . . . . . . . . . . . . . the official list maintained by the UK Listing Authority

“OG&C” . . . . . . . . . . . . . . . . . . . Oil, Gas and Chemicals

“Oil & Gas UK” . . . . . . . . . . . . . . the UK Oil and Gas Industry Association Limited

“OPEC” . . . . . . . . . . . . . . . . . . . Organization of the Petroleum Exporting Countries

“Overseas Shareholders” . . . . . . . Amec Foster Wheeler Shareholders (or nominees of, orcustodians or trustees for Amec Foster WheelerShareholders) not resident in, or nationals or citizens of, theUnited Kingdom

“Panel” . . . . . . . . . . . . . . . . . . . the UK Panel on Takeovers and Mergers

“PD Regulation” . . . . . . . . . . . . . the Prospectus Directive Regulation EU (809/2004/EC), asamended

“PRA” . . . . . . . . . . . . . . . . . . . . means the Prudential Regulation Authority

“Prospectus” . . . . . . . . . . . . . . . means this document dated 23 May 2017, being a prospectusrelating to JWG and the New JWG Shares for the purposes ofthe Prospectus Rules, and including the informationincorporated by reference into it (together with anysupplements or amendments thereto)

“Prospectus Rules” or “PR” . . . . . the prospectus rules made by the FCA pursuant to Part VI ofFSMA (as amended), referred to in section 73A(4) of FSMAand contained in the FCA’s publication of the same name

“PSN” . . . . . . . . . . . . . . . . . . . . Production Services Network Limited

“PwC” . . . . . . . . . . . . . . . . . . . . PricewaterhouseCoopers LLP

“Pyeroy” . . . . . . . . . . . . . . . . . . Pyeroy Group Limited, which is now Wood Group IndustrialServices

“Quantified Financial BenefitsStatement” . . . . . . . . . . . . . . . . . the quantified financial benefits statement set out in

paragraph 14 of Part XVI (Additional information) of thisProspectus

“RBS” . . . . . . . . . . . . . . . . . . . . Royal Bank of Scotland plc (trading as Natwest Markets)

“RCF” . . . . . . . . . . . . . . . . . . . . revolving credit facility

“Registrar” . . . . . . . . . . . . . . . . . Equiniti Limited, incorporated in England and Wales withregistered number 06226088, whose registered office isAspect House, Spencer Road, Lancing, West SussexBN99 6DA

“Registrar of Companies” . . . . . . the Registrar of Companies in England and Wales

“Regulatory InformationService” . . . . . . . . . . . . . . . . . . . any information service authorised from time to time by the

FCA for the purpose of disseminating regulatoryannouncements

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“Relevant Dividend Income” . . . . . excess amount of income where a JWG Shareholder’staxable dividend income for a tax year (taking into accountthe personal allowance to the extent available) exceeds theNil Rate Amount

“Replacement Awards” . . . . . . . . options and awards previously granted under Amec FosterWheeler share plans which have been rolled over into, orautomatically exchanged for equivalent options and awardsover JWG Shares

“Restricted Jurisdiction” . . . . . . . the United States, Commonwealth of Australia, its territoriesand possessions, each province and territory of Canada,Japan and the Republic of South Africa and any otherjurisdiction where the offer, extension into or availability of theNew JWG Shares would breach any applicable law

“Rollover International SharesaveOptions” . . . . . . . . . . . . . . . . . .

an option over JWG Shares on and subject to the rules of theAmec Foster Wheeler International Sharesave Plan, which isequivalent to the outstanding options of participants in theAmec Foster Wheeler International Sharesave Plan

“Rollover UK SharesaveOptions” . . . . . . . . . . . . . . . . . . an option over JWG Shares on and subject to the rules of the

Amec Foster Wheeler UK Sharesave Plan, which isequivalent to the outstanding options of participants in theAmec Foster Wheeler UK Sharesave Plan

“RWG” . . . . . . . . . . . . . . . . . . . . RWG (Repairs & Overhauls) Limited

“Saudi Arabia” . . . . . . . . . . . . . . Kingdom of Saudi Arabia

“Saudi Aramco” . . . . . . . . . . . . . Saudi Arabian Oil Co.

“Scheme” . . . . . . . . . . . . . . . . . . the proposed scheme of arrangement under Part 26 of theCA 2006 between Amec Foster Wheeler and the SchemeShareholders to implement the Combination with or subject toany modification, addition or condition approved or imposedby the Court

“Scheme Conditions” . . . . . . . . . those conditions referred to in paragraph 1 of Part A ofPart III (Conditions to the Scheme and the Combination) ofthe Scheme Document

“Scheme Court Hearing” . . . . . . . the hearing of the Court to sanction the Scheme undersection 899 of the CA 2006

“Scheme Court Order” . . . . . . . . . the order of the Court sanctioning the Scheme undersection 899 of the CA 2006

“Scheme Document” . . . . . . . . . . the document to be dispatched or made available to AmecFoster Wheeler Shareholders pursuant to section 897 of theCA 2006 containing, among other things, details of theScheme and the notices of Amec Foster Wheeler Meetings

“Scheme Record Time” . . . . . . . . the time and date specified as such in the SchemeDocument, expected to be 6.00 p.m. on the Business Dayimmediately after the Scheme Court Hearing, or such othertime as JWG and Amec Foster Wheeler may agree

“Scheme Shareholders” . . . . . . . . holders of Scheme Shares

“Scheme Shares” . . . . . . . . . . . . the Amec Foster Wheeler Shares:

(i) in issue at the date of the Scheme Document;

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(ii) (if any) issued after the date of the Scheme Documentbut prior to the Voting Record Time; and

(iii) (if any) issued at or after the Voting Record Time and ator prior to the Scheme Record Time on terms that theoriginal or any subsequent holder thereof will be boundby the Scheme, or in respect of which the original or anysubsequent holders thereof shall have agreed in writingto be bound by the Scheme,

and in each case remaining in issue at the Scheme RecordTime, but excluding any Excluded Share

“SDRT” . . . . . . . . . . . . . . . . . . . stamp duty reserve tax

“SEC” . . . . . . . . . . . . . . . . . . . . the US Securities and Exchange Commission

“Second Vesting Date” . . . . . . . . two years after the First Vesting Date

“SEDOL” . . . . . . . . . . . . . . . . . . the Stock Exchange Daily Official List

“Service Contracts” . . . . . . . . . . . the JWG Executive Directors’ employment contracts

“SFO” . . . . . . . . . . . . . . . . . . . . the UK Serious Fraud Office

“Siemens” . . . . . . . . . . . . . . . . . Siemens AG, a company registered in Germany

“STS” . . . . . . . . . . . . . . . . . . . . . Specialist Technical Solutions

“subsidiary” . . . . . . . . . . . . . . . . has the meaning given in section 1159 of the CA 2006

“subsidiary undertaking” . . . . . . . has the meaning given in section 1162 of the CA 2006

“Swaggart” . . . . . . . . . . . . . . . . . Swaggart Brothers, Inc., a company registered in the US

“Talisman-Sinopec” . . . . . . . . . . . Talisman Sinopec Energy UK Limited, now Repsol SinopecResources UK Limited, a company registered in the UK

“TAQA” . . . . . . . . . . . . . . . . . . . Abu Dhabi National Energy Company PSJC (TAQA)

“TEN” . . . . . . . . . . . . . . . . . . . . Tweneboa-Enyenra-Ntomme

“TNT” . . . . . . . . . . . . . . . . . . . . . Terra Nova Technologies, a project group within Amec FosterWheeler’s mining services

“Troy” . . . . . . . . . . . . . . . . . . . . Troy Construction, LLC

“Tullow” . . . . . . . . . . . . . . . . . . . Tullow Oil Plc, a company registered in the UK.

“U Dori” . . . . . . . . . . . . . . . . . . . Amos Lurzon Development and Energy Group Limited(formerly U Dori Group Limited) and its subsidiary U DoriConstruction Limited)

“UK” or “United Kingdom” . . . . . . the United Kingdom of Great Britain and Northern Ireland

“UK Corporate GovernanceCode” . . . . . . . . . . . . . . . . . . . . the UK Corporate Governance Code issued by the Financial

Reporting Council in the UK from time to time

“UKLA” or “UK ListingAuthority” . . . . . . . . . . . . . . . . . the FCA (or any successor authority or authorities, as

relevant), acting in its capacity as the competent authorityfor the purposes of Part VI of the Financial Services andMarkets Act 2000

“Underwriters” . . . . . . . . . . . . . . BNP Paribas, HSBC, J.P. Morgan, Lloyds and RBS

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“US” or “United States” . . . . . . . . the United States of America, its territories and possessions,any state of the United States of America and the District ofColumbia

“US Exchange Act” . . . . . . . . . . . US Securities Exchange Act of 1934 (as amended)

“US Schedule” . . . . . . . . . . . . . . the US Schedule in the LTP

“US Securities Act” . . . . . . . . . . . US Securities Act of 1933 (as amended)

“VAT” . . . . . . . . . . . . . . . . . . . . . (i) within the EU, any tax imposed by any member state inconformity with the directive of the council of the EuropeanUnion on the common system of value added tax (2006/112/EC); and (ii) outside the EU, any tax corresponding to, orsubstantially similar to, the common system of value addedtax referred to in paragraph (i) of this definition

“Voting Record Time” . . . . . . . . . the time and date specified in the Scheme Document byreference to which entitlement to vote on the Scheme will bedetermined, which is expected to be 6.00 p.m. on the day twodays prior to the Court Meeting or any adjournment thereof(as the case may be)

“Wood Group” . . . . . . . . . . . . . . JWG and its subsidiaries and subsidiary undertakings

“Wood Group Industrial Services” Wood Group Industrial Services Limited, a companyregistered in the UK (previously registered as Pyeroy

“Wood Group PSN” . . . . . . . . . . . Wood Group PSN Limited

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