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

    FOR IMMEDIATE RELEASE

    2 August 2017

    Recommended all-share offer by John Wood Group PLC ("Wood Group" or "JWG") for 
                    Amec Foster Wheeler plc ("Amec Foster Wheeler")                

     Competition and Markets Authority ("CMA") Phase 1 merger enquiry announcement 

    The CMA has today determined that the acquisition of Amec Foster Wheeler by
    Wood Group gives rise to competition concerns in the supply of engineering and
    construction (E&C) services and operation and maintenance (O&M) services on the
    UK continental shelf.

    Recognising the potential for today's decision, Wood Group had previously made
    a proposal to the CMA of a remedy as outlined in the Wood Group Prospectus and
    the Amec Foster Wheeler scheme document, each dated 23 May 2017.  The proposed
    remedy was in respect of assets and operations of Amec Foster Wheeler that
    represent the majority of Amec Foster Wheeler's UK upstream oil and gas
    business located in the UK and serving UK customers (excluding its
    commissioning business, qedi).

    Wood Group and the CMA have been working constructively to progress
    consideration of this remedy. Wood Group will now formally submit the remedy
    proposal to the CMA. The CMA will provisionally decide whether this remedy
    proposal is sufficient by 16 August 2017 at the latest, with its final decision
    due by 11 October 2017.

    Both Wood Group and Amec Foster Wheeler consider that the proposed remedy is
    sufficient to address the CMA's competition concerns and to obtain clearance.
    The M&A process for this remedy is already at an advanced stage. Amec Foster
    Wheeler commenced a formal marketing process in May, which has attracted
    interest and is progressing well. As a result, Wood Group and Amec Foster
    Wheeler continue to expect the Combination to complete in the fourth quarter of
    2017.

    Commenting on today's announcement Robin Watson, Chief Executive of Wood Group
    said "Both sets of shareholders overwhelmingly supported the proposed
    combination and we continue to believe that the proposed remedy will be
    sufficient to obtain clearance from the CMA. We remain fully committed to
    completing the transaction in quarter four this year."

    Commenting on the CMA's announcement, Jon Lewis, Chief Executive Officer at
    Amec Foster Wheeler said "Since the announcement of the remedy offer in May,
    Amec Foster Wheeler has made good progress marketing its UK upstream oil and
    gas business to a range of potential buyers and is continuing the divestment
    process. We remain committed to closing the transaction in quarter four this
    year."

    Enquiries

    Wood Group
    Andrew Rose, Head of Investor Relations                                   Tel:
    +44 (0)12 2453 2716
     

    Brunswick (Public Relations Adviser to Wood Group)

    Patrick Handley            
                                                                Tel: +44 (0)20 7404
    5959                                     

    J.P. Morgan Cazenove (financial adviser and corporate broker to Wood Group)
    Michael Wentworth-Stanley / Dag Skattum                                  Tel:
    +44 (0)20 7742 4000
    Richard Perelman / James Robinson

    Credit Suisse (financial adviser and corporate broker to Wood Group)
    Jonathan Grundy / John Hannaford                                           
    Tel: +44 (0)20 7888 8888        James Peterkin / Joe Hannon

    Amec Foster Wheeler plc

    Media:  Jonathan Refoy, Director of Corporate
    Affairs                            Tel: +44 (0)20 7429 7500
    Investors: Rupert Green, Chief Corporate Development Officer

    Goldman Sachs International (financial adviser to Amec Foster Wheeler)

    Anthony Gutman / Nimesh Khiroya                                              
              Tel: +44 (0) 7774 1000
    Christopher Pilot / Celia Murray

    BofA Merrill Lynch (financial adviser and corporate broker to Amec Foster
    Wheeler)

    Simon Mackenzie Smith / Tim Waddell
                                                      Tel: +44 (0)20 7628 1000
    Geoff Iles / Rowland Phillips

    Barclays (financial adviser and corporate broker to Amec Foster Wheeler)

    Mark Astaire / Derek
    Shakespeare                                                          Tel: +44
    (0)20 7623 2323
    Asim Gunduz

    Important notice relating to financial advisers

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

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

    Each of Goldman Sachs International, Merrill Lynch International ("BofA Merrill
    Lynch") and Barclays Bank PLC, acting through its Investment Bank ("Barclays"),
    who are authorised by the Prudential Regulation Authority and regulated in the
    United Kingdom by the FCA and the Prudential Regulation Authority, are acting
    exclusively for Amec Foster Wheeler and no one else in connection with the
    matters referred to in this announcement and will not be responsible to anyone
    other than Amec Foster Wheeler for providing the protections afforded to the
    respective clients of Goldman Sachs International, BofA Merrill Lynch and
    Barclays, or for providing advice in connection with the contents of this
    announcement or any other matters referred to in this announcement.

    Publication on website

    A copy of this announcement and the documents required to be published by Rule
    26 of the City Code will be made available on Wood Group's website at
    www.woodgroup.com and Amec Foster Wheeler's website at www.amecfw.com by no
    later than 12 noon (London time) on the Business Day following this
    announcement.  For the avoidance of doubt, the contents of those websites are
    not incorporated into and do not form part of this announcement.

    Cautionary Note Regarding Forward-Looking Statements

    This announcement contains certain forward-looking statements with respect to
    the financial condition, results of operations and business of Amec Foster
    Wheeler and JWG and certain plans and objectives of the combined group. These
    forward-looking statements can be identified by the fact that they do not
    relate only to historical or current facts. Forward-looking statements often
    use words such as "anticipate", "target", "expect", "estimate", "intend",
    "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should",
    "would", "could", or other words of similar meaning. These statements are based
    on assumptions and assessments made by Amec Foster Wheeler and/or JWG in light
    of its experience and its perception of historical trends, current conditions,
    future developments and other factors it believes appropriate. By their nature,
    forward-looking statements involve risk and uncertainty, because they relate to
    events and depend on circumstances that will occur in the future and the
    factors described in the context of such forward-looking statements in this
    announcement could cause actual results and developments to differ materially
    from those expressed in or implied by such forward-looking statements. Although
    it is believed that the expectations reflected in such forward-looking
    statements are reasonable, no assurance can be given that such expectations
    will prove to have been correct and you are therefore cautioned not to place
    undue reliance on these forward-looking statements which speak only as at the
    date of this announcement. Neither Amec Foster Wheeler nor JWG assumes any
    obligation to update or correct the information contained in this announcement
    (whether as a result of new information, future events or otherwise), except as
    required by applicable law.

    There are several factors which could cause actual results to differ materially
    from those expressed or implied in forward-looking statements. Among the
    factors that could cause actual results to differ materially from those
    described in the forward-looking statements are changes in the global,
    political, economic, business, competitive, market and regulatory forces,
    future exchange and interest rates, changes in tax rates and future business
    combinations or dispositions.

    Disclosure requirements of the Takeover Code (the "Code")

    Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
    any class of relevant securities of an offeree company or of any securities
    exchange offeror (being any offeror other than an offeror in respect of which
    it has been announced that its offer is, or is likely to be, solely in cash)
    must make an Opening Position Disclosure following the commencement of the
    offer period and, if later, following the announcement in which any securities
    exchange offeror is first identified. An Opening Position Disclosure must
    contain details of the person's interests and short positions in, and rights to
    subscribe for, any relevant securities of each of (i) the offeree company and
    (ii) any securities exchange offeror(s). An Opening Position Disclosure by a
    person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
    (London time) on the 10th business day following the commencement of the offer
    period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
    business day following the announcement in which any securities exchange
    offeror is first identified. Relevant persons who deal in the relevant
    securities of the offeree company or of a securities exchange offeror prior to
    the deadline for making an Opening Position Disclosure must instead make a
    Dealing Disclosure.

    Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
    or more of any class of relevant securities of the offeree company or of any
    securities exchange offeror must make a Dealing Disclosure if the person deals
    in any relevant securities of the offeree company or of any securities exchange
    offeror. A Dealing Disclosure must contain details of the dealing concerned and
    of the person's interests and short positions in, and rights to subscribe for,
    any relevant securities of each of (i) the offeree company and (ii) any
    securities exchange offeror, save to the extent that these details have
    previously been disclosed under Rule 8. A Dealing Disclosure by a person to
    whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on
    the business day following the date of the relevant dealing.

    If two or more persons act together pursuant to an agreement or understanding,
    whether formal or informal, to acquire or control an interest in relevant
    securities of an offeree company or a securities exchange offeror, they will be
    deemed to be a single person for the purpose of Rule 8.3.

    Opening Position Disclosures must also be made by the offeree company and by
    any offeror and Dealing Disclosures must also be made by the offeree company,
    by any offeror and by any persons acting in concert with any of them (see Rules
    8.1, 8.2 and 8.4).

    Details of the offeree and offeror companies in respect of whose relevant
    securities Opening Position Disclosures and Dealing Disclosures must be made
    can be found in the Disclosure Table on the Takeover Panel's website at 
    www.thetakeoverpanel.org.uk , including details of the number of relevant
    securities in issue, when the offer period commenced and when any offeror was
    first identified. If you are in any doubt as to whether you are required to
    make an Opening Position Disclosure or a Dealing Disclosure, you should contact
    the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.