Dar Al-Handasah Consultants Shair and Partners Holdings Limited (?Sidara?) confirmed that on 29 May 2024, it submitted its fourth proposal to John Wood Group PLC (LSE:WG.) (?Wood?) regarding a possible cash offer to acquire the entire share capital of Wood for 230 pence per share. This offer price is final. This final offer price represents a premium of: 52.0% to the closing Wood share price on 29 April 2024 (being the date prior to the first proposal made by Sidara) and 30.4% to Wood's 52 week high share price as at 29 April 2024 (excluding any days when Wood was in an offer period).

Wood has not engaged with Sidara since Sidara made its first approach. Under the Takeover Code Sidara has until 5 June 2024 either to announce a firm intention to make an offer for Wood or to announce it has no intention to make an offer, unless this deadline is extended with the consent of Wood and the Takeover Panel. Sidara does not believe that its proposal can be progressed unless the Board of Wood engages with Sidara and an extension to the deadline is granted.

Further announcements will be made in due course as appropriate, but this announcement does not amount to a firm intention to make an offer under the Code and there can be no certainty that an offer will ultimately be made. Pursuant to Rule 2.5(a)(ii) of the Code, Sidara confirms that the possible offer price of 230 pence per share is final and will not be increased, except that Sidara reserves the right to increase the amount of the offer price if: (a) there is an announcement on or after the date of this announcement of an offer or a possible offer (including a partial offer) for Wood by a third party offeror or potential offeror (including where the announcement of any such offer or possible offer is made by Wood); or (b) the Takeover Panel otherwise provides its consent. If Wood announces, declares, makes, or pays any dividend or any other distribution or return of value to shareholders, Note 4(b) on Rule 2.5 of the Code applies and Sidara will be required to reduce the offer consideration by the amount of any dividend or any other distribution or return of value to shareholders which is paid or becomes payable by Wood to its shareholders following the date of this announcement.

Sidara further reserves the right to make the offer on less favourable terms than those described in this announcement or any prior proposals made to the Board of Wood: (a) with the recommendation or consent of the Board of Wood; (b) following the announcement by Wood of a Rule 9 waiver proposal or a reverse takeover (as defined in the Code); or (c) if a third party announces an offer or possible offer (including a partial offer) for Wood on less favourable terms than its final proposal (including where the announcement of any such offer or possible offer is made by Wood). Deadline for firm offer: In accordance with Rule 2.6(a) of the U.K. Takeover Code, Sidara is required, by not later than 5.00 p.m. on 5 June 2024, to either announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case this final proposal will be withdrawn and the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended at the request of the Board of Wood and with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.