John Wood : Remuneration policy 2023

Declaration of votes at Annual General meeting of John Wood Group PLC

At the Annual General Meeting of John Wood Group PLC held on 11 May 2023, all resolutions put to shareholders were passed on a poll with the required majorities.

The full text of each resolution is contained in the Notice of Annual General Meeting

Issued share capital at meeting date: 691,839,369 Number of votes per share: 1 vote per share.

The final vote received in respect of each resolution was as follows:

																									%	of
																			Total Votes				Issued
						Votes	For										(excluding	Votes	Share
						(Including												Votes	Withheld	Capital
	Resolutions	Discretionary)	%			Votes Against	%			Withheld)	*			Voted **
1			Report & accounts	463,704,900	99.98%	73,563	0.02%	463,778,463	1,034,633		67.04%
2			Remuneration report	355,501,006	76.98%	106,323,283	23.02%	461,824,289	2,988,807		66.75%
	3			Remuneration policy
				443,012,707	95.38%	21,459,521	4.62%	464,472,228	340,868		67.14%
4			Re-elect Roy A Franklin	440,391,598	94.85%	23,933,447	5.15%	464,325,045	488,051		67.11%
5			Re-elect Birgitte Brinch Madsen	455,122,107	98.02%	9,199,249	1.98%	464,321,356	491,740		67.11%
6			Re-elect Jacqui Ferguson	454,539,591	97.89%	9,781,670	2.11%	464,321,261	491,835		67.11%
7			Re-elect Adrian Marsh	455,095,660	98.02%	9,204,825	1.98%	464,300,485	512,611		67.11%
8			Re-elect Nigel Mills	455,103,262	98.02%	9,206,707	1.98%	464,309,969	503,127		67.11%
9			Re-elect Brenda Reichelderfer	455,074,114	98.01%	9,255,303	1.99%	464,329,417	483,679		67.12%
10		Re-elect Susan Steele	455,158,827	98.02%	9,209,134	1.98%	464,367,961	445,135		67.12%
11		Re-elect David Kemp	459,994,544	99.03%	4,494,595	0.97%	464,489,139	323,957		67.14%
12		Elect Ken Gilmartin	462,578,118	99.57%	1,980,454	0.43%	464,558,572	254,524		67.15%
13		Re-appointment of KPMG LLC	462,989,490	99.69%	1,461,696	0.31%	464,451,186	361,910		67.13%
	as auditors
14		Authorisation of auditors'	464,299,331	99.95%	250,873	0.05%	464,550,204	262,892		67.15%
	remuneration
				To authorise the Company and
15		its subsidiaries to make political	445,191,630	95.84%	19,324,819	4.16%	464,516,449	296,647		67.14%
	donations and incur political
				expenditure
16		Authority to allot shares	458,426,016	98.68%	6,123,411	1.32%	464,549,427	263,669		67.15%
17		Wood Discretionary Share Plan	445,090,116	95.81%	19,482,592	4.19%	464,572,708	240,388		67.15%
18		Wood Employee Share Plan	463,984,443	99.86%	636,326	0.14%	464,620,769	192,327		67.16%
19		Disapply pre-emption rights	455,061,275	98.04%	9,107,469	1.96%	464,168,744	644,352		67.09%
20		Disapply pre-emption rights for
	acquisitions and other capital	454,414,926	97.87%	9,869,806	2.13%	464,284,732	528,364		67.11%
				investment
21		Authority to purchase own	462,526,415	99.58%	1,957,599	0.42%	464,484,014	329,082		67.14%
	shares
22		Notice of general meetings	447,251,584	96.26%	17,399,038	3.74%	464,650,622	162,474		67.16%

• A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
• Votes withheld are excluded from the percentage of issued share capital voted calculation.

While the Board is pleased that all resolutions were carried, we note that Resolution 2 regarding the Remuneration Report gained support of 76.98% in favour. The Board is committed to open and transparent dialogue with shareholders and will continue to engage with them to understand their views regarding this Resolution. In accordance with the UK Corporate Governance Code, we will publish a further statement detailing the outcome of our shareholder engagement in relation to the above resolution, including any actions taken as a result, within six months of the 2023 Annual General Meeting.

In accordance with LR 9.6.2, those resolutions passed at today's AGM which are required to be made available for inspection will shortly be available to view at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

John Wood Group PLC

Notice of Annual General Meeting

to be held at 11.00 am on Thursday, 11 May 2023

at Sir Ian Wood House, Hareness Road, Altens, Aberdeen, AB12 3LE, UK

THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION.

If recipients are in any doubt as to any aspect of the content of this document or the action they should take, they should seek their own advice from a stockbroker, bank manager, solicitor, accountant, or other professional adviser.

If a recipient has sold or transferred all of their shares in John Wood Group PLC, please pass this document and the enclosed proxy form to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

A proxy form for the Annual General Meeting is enclosed and should be completed and returned as soon as possible. To be valid, it must reach John Wood Group PLC's registrar, Equiniti Limited, no later than 11.00 am on Tuesday, 9 May 2023.

Alternatively, votes may be registered online by visiting Equiniti Limited's website at www.sharevote.co.uk; using the Voting ID, Task ID and Shareholder Reference Number which are provided on the proxy form or, if a portfolio is registered with Equiniti Limited, by logging onto www.shareview.co.uk using their usual user ID and password.

CREST members may appoint a proxy or proxies through the CREST electronic proxy appointment service.

Shareholders are strongly encouraged to submit a completed proxy form as soon as possible to ensure their vote is counted.

Letter to shareholders

Dear shareholder

The Annual General Meeting (the "AGM" or the "meeting") of John Wood Group PLC (the "Company" or "Wood") will be held at Sir Ian Wood House, Hareness Road, Altens, Aberdeen, AB12 3LE, UK on Thursday 11 May 2023 at 11.00 am.

Arrangements

Shareholders are welcome to attend the AGM in person. Should it be no longer possible for shareholders to attend the meeting in person, due to unforeseen circumstances, we will notify shareholders as early as possible before the date of the meeting through a public announcement made via a Regulatory Information Service. Any updates to the position will also be included on our website at woodplc.com/investors/annual- general-meeting.

The AGM is a private meeting for registered shareholders, proxies, duly authorised representatives and the Company's auditors. Non-shareholders, including spouses and partners and nominated persons, are not entitled to admission. A shareholder attending the AGM with impaired mobility or other assistance needs may be accompanied by a non-shareholder companion.

Please arrive in good time to allow for registration and to view a building safety presentation of approximately five minutes duration.

Appointing a proxy and voting at the AGM

Shareholders can vote on the resolutions to be proposed at the AGM by completing and returning a proxy form online or by post.

Shareholders are strongly encouraged to submit a completed proxy form as soon as possible and to appoint the Chair of the meeting as their proxy to ensure their vote is counted. Instructions for voting by proxy are set out on page 6 of this document and on the paper proxy form enclosed. Completion of a proxy form or the appointment of a proxy will not prevent you from attending the AGM and voting in person.

The results of the AGM will be announced through a public announcement made via a Regulatory Information Service and published on the Company website, woodplc.com/investors/ annual-general-meeting, as soon as possible after the AGM.

Business

The Notice of AGM (the "Notice") is set out on pages 3 to 5 of this document and an explanation of each resolution is on pages 9 to 11. A copy of the 2022 Annual Report and Accounts is enclosed if you have requested a hard copy. Otherwise, a copy is available on the Company's website, woodplc.com/investors/ annual-general-meeting, should you wish to view it online.

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

Recommendation

The board of directors (the "Board") believes that all the resolutions set out in the Notice will promote the success of, and are in the best interests of, the Company and its shareholders as a whole. The directors therefore unanimously recommend that shareholders vote FOR all the resolutions as they intend to do in respect of their own beneficial holdings.

Shareholder Questions

The Board values the opportunity to engage with shareholders and welcomes questions from those attending the AGM in person and also from shareholders in advance of the AGM via our website. Instructions on how to ask questions are set out in Note 12 to the Notice on page 7 of this document. Questions and answers will be published as soon as possible following the AGM on our website at woodplc.com/investors/annual-general-meeting.

Security

At registration, you may be requested to provide evidence of your identity, such as a form of photographic ID (a passport or photocard driving licence). If you are attending on behalf of a registered shareholder (as their proxy or corporate representative), you must provide proof of identity and evidence of your appointment.

After registration, you will pass through a security point, where your bag will be checked, before entering the meeting. You may be asked to deposit bags or other items in a secure property store for collection after the AGM. Cameras or recording equipment will not be permitted and we request that you turn off any mobile devices before the meeting starts. No one may hand out leaflets or pamphlets at the AGM. We thank you in advance for your cooperation with the security staff.

If any statutory specific health and safety measures are in place on 11 May 2023, these measures will be published prior to the meeting on our website at woodplc.com/investors/annual- general-meeting. Failure to follow these requirements may result in entrance being denied.

Yours faithfully

Roy A Franklin Chair

18 April 2023

Registered office:

15 Justice Mill Lane, Aberdeen, AB11 6EQ, UK

Registered in Scotland Registered number SC036219

2	John Wood Group PLC Notice of Annual General Meeting 2023

Notice of Annual General Meeting 2023

Notice is hereby given that the Annual General Meeting (the "AGM" or the "meeting") of John Wood Group PLC (the "Company" or "Wood") will be held at Sir Ian Wood House, Hareness Road, Altens, Aberdeen, AB12 3LE, UK on Thursday, 11 May 2023 at 11.00 am for the following purposes:

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive the Company's Annual Report and Accounts for the year ended 31 December 2022.
2. To approve the Annual Report on Directors' Remuneration prepared by the Remuneration Committee and approved by the Board for the year ended 31 December 2022.
3. To approve the Directors' Remuneration Policy contained in the Annual Report on Directors' Remuneration for the year ended 31 December 2022 to take effect at the end of the AGM.
4. To re-elect Roy A Franklin as a Director.
5. To re-elect Birgitte Brinch Madsen as a Director.
6. To re-elect Jacqui Ferguson as a Director.
7. To re-elect Adrian Marsh as a Director.
8. To re-elect Nigel Mills as a Director.
9. To re-elect Brenda Reichelderfer as a Director.
10. To re-elect Susan Steele as a Director.
11. To re-elect David Kemp as a Director.
12. To elect Ken Gilmartin as a Director.
13. To re-appoint KPMG LLP as auditors of the Company, to hold office until the conclusion of the next AGM of the Company.
14. To authorise the directors to determine the remuneration of the auditors.
15. THAT, in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and all companies that are its subsidiaries at any time during the period when this resolution has effect, be generally and unconditionally authorised, in aggregate, to:
16. 1. make political donations to political parties or independent election candidates not exceeding £50,000 in total;
    2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
    3. incur political expenditure not exceeding £50,000 in total;

(as such terms are defined in sections 363 to 365 of the Act) during the period beginning with the date of the passing of this resolution and expiring at the close of business on the date which is 15 months after the passing of this resolution or, if earlier, at the conclusion of the Company's next AGM in 2024; provided that:

1. the aggregate amount of the authorised sum referred to in paragraphs (a), (b) and (c) above shall not exceed £50,000; and
2. the authorised sum referred to in paragraphs (a), (b) and
   (c) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure is incurred or, if earlier, on the day on which the Company or its subsidiary enters into any contract or undertaking in relation to the same (or, if such day is not a business day, the first business day thereafter).

16. To generally and unconditionally authorise the directors in accordance with section 551 of the Act to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares of the Company:

1. up to an aggregate nominal amount of £9,883,420, being approximately one third of the nominal value of the Company's issued ordinary share capital as at 6 April 2023 (the latest practicable date prior to the publication of this Notice) (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
2. comprising equity securities (as defined in section 560 of the Act) up to a nominal amount of £19,766,839, being approximately two thirds of the nominal value of the Company's issued ordinary share capital as at 6 April 2023 (the latest practicable date prior to the publication of this Notice) (such amount to be reduced by any allotments or grants made under (a) above) in connection with a pre-emptive offer:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and so that the directors may impose any limits or restrictions and make such exclusions or other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, or the requirements of any relevant regulatory body or stock exchange in, any territory or any other matter,

provided that these authorities shall apply until the close of business on the date which is 15 months after the passing of this resolution, or, if earlier, at the conclusion of the AGM of the Company to be held in 2024 (unless previously revoked or varied by the Company in general meeting) save that under each authority the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or enter into an agreement as if the authority conferred hereby had not expired, and provided further that these authorities shall be to the exclusion of and in substitution for any such earlier authority.

John Wood Group PLC Notice of Annual General Meeting 2023

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