Credit Suisse Announces John Wood Group Share Sale

28 November 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

SALE OF JOHN WOOD GROUP PLC SHARES BY WOOD FAMILY MEMBERS AND RELATED TRUSTS

Credit Suisse Securities (Europe) Limited ('Credit Suisse') and J.P. Morgan Securities plc ('J.P. Morgan Cazenove') announce that The Wood Family Trust, the Sir Ian Clark Wood's 1997 Discretionary Trust and certain members of the Wood family, (together the 'Selling Shareholders'), intend to offer for sale up to 16,357,614 existing ordinary 42/7 pence shares of John Wood Group PLC (the 'Company' or 'Wood Group'), representing approximately 4.4% of the issued share capital of the Company (the 'Placing'). For the avoidance of doubt Sir Ian Wood is not selling any shares.

The Placing will represent all of the Selling Shareholders' holdings of Wood Group shares. Sir Ian Wood holds 9,004,911 ordinary shares beneficially (approximately 2.4% of the Company's issued share capital), and he has informed Credit Suisse and J.P. Morgan Cazenove that he has no current intention to sell or transfer any of his Wood Group shares.

The Placing will take place via an accelerated bookbuild. Credit Suisse and J.P. Morgan Cazenove have been appointed as Joint Bookrunners in respect of the Placing.

The books for the Placing will open with immediate effect. The timing of the closing of the books will be at the absolute discretion of Credit Suisse, J.P. Morgan Cazenove and the Selling Shareholders.

General

For further information, please contact:

Credit Suisse

Tristan Lovegrove

Tel: +44 20 7883 6380

J.P. Morgan Cazenove

Michael Wentworth-Stanley

Tel: +44 20 7134 4240

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (3) IN THE UK ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or an invitation to acquire or dispose of or sell securities in any jurisdiction and in particular the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.

The Shares have not been, and will not be, registered under the Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere.

Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Selling Shareholders, Credit Suisse or J.P. Morgan Cazenove or their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholders, Credit Suisse or J.P. Morgan Cazenove or any of their respective affiliates that would, or which is intended to, permit a public offer of the Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Credit Suisse and J.P. Morgan Cazenove to inform themselves about and to observe any such restrictions.

Credit Suisse and J.P. Morgan Cazenove are acting for the Selling Shareholders only in connection with the Placing, and no one else, and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to clients of Credit Suisse and J.P. Morgan Cazenove nor for providing advice in relation to the Placing. Each of Credit Suisse and J.P. Morgan Cazenove is authorised and regulated in the United Kingdom by the Financial Services Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.