John Wood : Remuneration Report 2023 – Update on Shareholder engagement

In accordance with the UK Corporate Governance Code, John Wood Group plc ("Wood" or the "Company") is providing this update following the outcome of the Annual General Meeting on 11 May 2023. Whilst the Board was pleased that all resolutions were carried, Resolution 2 regarding the Remuneration Report gained support of 76.98% in favour.

The Board is committed to open and transparent dialogue with shareholders. We consulted with our top 30 investors prior to the AGM, and wrote to them again 11 May immediately following the AGM (which is found on our website here), and again on 16 June to understand their views regarding this Resolution.

Based on discussions with shareholders, and the recommendations from proxy advisors such as ISS, we understand that the primary reason some shareholders voted against the resolution was the level of achievement of personal and team objectives under the Annual Bonus Plan ("ABP") for 2022 compared to financial results, which resulted in an overall outcome of 36% of maximum bonus. As set out in correspondence with shareholders, the Board continues to believe that this outcome, based on contributions from performance against profit targets, health and safety targets and corporate/individual objectives, was a fair and appropriate outcome given the progress made in 2022 to reset the business and position Wood for growth.

Looking forward, as noted in the 2022 Annual Report, at the start of the year we made changes to the bonus structure for 2023 to increase the emphasis on financial performance from 60% to 90% weighting. This approach is aligned with the strategic focus for 2023.

The Board is grateful for the feedback from shareholders throughout this process and will continue an ongoing dialogue with shareholders to help inform future decisions on remuneration and other matters.