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Sidara is one of the leading privately-held planning, design, engineering and project management groups in the world. Since its inception in 1956, Sidara has grown organically and through strategic acquisitions. Sidara is a global partnership, registered in the Dubai International Financial Centre, with a significant operational presence in London. Sidara employs more than 21,500 specialists, operating across more than 300 offices across more than 60 countries advising and supporting some of the world's biggest and most complex design and engineering projects. Today's group of companies rebranded as Sidara in 2023; some of the industry's most recognisable brands are proud members of the Sidara Group, including Dar, Perkins & Will and TYLin. Sidara is 100% owned by the working partners within the business.

Sidara recognises that Wood holds a strong leading position in the energy sector and is responsible for designing, managing, optimising, and operating infrastructure important for energy security globally.

Sidara believes that the combination of Sidara with Wood will strengthen the combined group’s capabilities across the Energy and Materials sectors. More specifically, Sidara believes that the combination will deliver diversification, scale and skills that will represent a competitive proposition, driving customer and revenue synergies.

Sidara’s priorities for Wood include establishing an energy leader that leverages the expertise and knowledge of both Sidara and Wood. Together, Sidara and Wood will have the optimal capabilities to serve clients navigating the energy transition.

The offer provides certain cash value for Wood Shareholders relative to the currently available alternatives which would likely generate materially less, and potentially zero, value for Wood Shareholders.

In particular, the Board of Wood believes that the publication of the Rule 2.7 Announcement begins to provide some stability to the business, its clients and its employees by facilitating access to a comprehensive refinancing and recapitalisation package (including, among other things, the Interim Facility, which is available for drawdown from the date of this Announcement, subject to satisfaction of certain customary conditions).

The Acquisition is conditional on, among other things, the following Exceptional Conditions:

• Publication of the Audited Accounts by 31 October 2025 (or such later date as Wood and Sidara may agree)
• The audit opinion in respect of the Audited Accounts not being the subject of any Modified Opinion in relation to the FY24 Balance Sheet
• There having been no termination or acceleration of any Amended Wood Debt Facility
• The A&E Implementation Deed having become effective by 31 December 2025 or such later date as Wood and Sidara may agree
• Certain other conditions relating to the implementation of the A&E Implementation Deed, each as set out in paragraphs 3(a), 3(b), 4(a), 5(a)(i), 5(b), 5(e), 5(f)(i), 6(a)(i) and 6(b) of Part 1 of Appendix 1 to the Rule 2.7 Announcement.

There can be no certainty that the Exceptional Conditions will be satisfied, and their satisfaction is outside of the control of Sidara and Wood.

In addition, Bidco and Wood have requested, and the Panel Executive has exceptionally agreed, that the Exceptional Conditions are not subject to Rule 13.5(a) of the Code. As a result, it would not be necessary for Bidco to obtain the consent of the Panel in order for Bidco to invoke any of the Exceptional Conditions, nor would it be necessary for the circumstances which cause any of the Exceptional Conditions not to be satisfied to be of material significance to Bidco in the context of the Acquisition.

Accordingly, none of the Exceptional Conditions is capable of being waived by either Wood or Bidco and therefore, if any of the Exceptional Conditions is not satisfied, the Acquisition will automatically lapse.

In addition to the Exceptional Conditions, the Acquisition is subject to, among other things, approval by the requisite majority of Wood shareholders, the sanction of the Scheme by the Court and the receipt of certain antitrust and other regulatory approvals. The Acquisition is also subject to the other terms and the conditions set out in Appendix 1 to the Rule 2.7 Announcement, and to the full terms and conditions to be set out in the Scheme Document.

The Acquisition is expected to complete during the first half of 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix 1 to the Rule 2.7 Announcement.

If the Acquisition does not proceed, the terms of the Amendment and Extension will automatically become more restrictive, and Wood’s debt maturities will be shortened to October 2027.  Absent an alternative path to refinance the existing facilities, Wood’s lenders may also require the Company to implement the Separation Plan and dispose of businesses and assets on an accelerated basis to reduce debt.

The Wood Directors believe that any alternative refinancing option would likely generate materially less, and potentially zero, value for Wood Shareholders relative to the terms of the Acquisition.

The Wood Directors consider that there are significant benefits in proceeding with the Rule 2.7 Announcement with the Exceptional Conditions as it allows Wood access to some immediate  liquidity support and, in addition, enables the fastest possible timetable to the Wood shareholder vote in relation to the Acquisition and receipt of the initial $250 million cash injection from Sidara.

A Scheme of Arrangement is the mechanism by which Sidara intends to effect the recommended cash acquisition of Wood. It is an arrangement between Wood and its shareholders pursuant to Part 26 of the Companies Act 2006.

The approval required at the Court Meeting is a majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders. The Special Resolutions to be proposed at the General Meeting require the approval of Wood Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy.

Following publication of the Audited Accounts and the H1 2025 Interim Results, and at least 14 days prior to the Meetings, Wood will publish and post to Wood Shareholders a supplementary circular (the “Supplementary Circular”) which will incorporate by reference the Audited Accounts and the H1 2025 Interim Results (and which will contain the statement required by Rule 25.3 of the Code).

The Court Meeting and the General Meeting will be held at 10:30 a.m. and 10:45 a.m. on 12 November 2025 at Sir Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen AB12 3LE, United Kingdom. Details on how to vote at the meetings are set out in the Scheme Document which can be viewed here.

The following indicative timetable is based on Wood’s and Bidco’s current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Wood Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Wood’s website at https://www.woodplc.com/investors. Unless otherwise stated, all times referred to in this Document and timetable set out below are London times.

Details on how to vote are set out in the Scheme document, if you have any questions regarding this, the Court Meeting or the General Meeting, or are in any doubt as to how to submit your proxies electronically or how to complete the Forms of Proxy, please contact the Shareholder Helpline operated by Equiniti, Wood’s Registrar, on +44 333-207-6535. Please use the country code if calling from outside the UK. Lines are open between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice. In addition to the helpline provided by Equiniti, Wood has engaged Georgeson to provide assistance to any Wood Shareholders who have questions about the procedure for voting their Wood Shares. Georgeson can be contacted at the following email address: woodgroup@georgeson.com.

Sidara has agreed to provide a capital injection of $450 million to Wood. Of this, $250 million will be available upon shareholders approving the Acquisition (or, if Bidco chooses to effect the Acquisition by way of a Takeover Offer, within 21 days after posting of the offer document). A further $200 million will be available upon completion of the Acquisition.

Wood has agreed an extension to October 2028 of, and certain other amendments to, its existing committed debt facilities with the consent of its lenders (the “Amendment and Extension”), to be implemented following the Wood Meetings. The Acquisition is conditional upon, among other things, the Amendment and Extension becoming effective.

In addition to the Amendment and Extension, Wood has also agreed the terms of:

• a committed $60 million secured Interim Facility with certain of its existing lenders which is available for drawdown from the date of this Announcement, subject to satisfaction of certain customary conditions;
• a committed $200 million New Money Facility which will become effective at the same time as the Amendment and Extension (and will be used in part to refinance the Interim Facility); and
• a committed Existing Guarantee Facility of approximately $400 million governing guarantees issued and to be issued by certain lenders under the Existing Wood RCF which will become effective at the same time as the Amendment and Extension.

Importantly, the Acquisition has facilitated agreement with Wood’s lenders on the Amendment and Extension, in addition to the Interim Facility, the New Money Facility and the Existing Guarantee Facility, and also provides a capital injection of $450 million by Sidara, of which $250 million will be available to Wood from the point at which (among other things) Wood Shareholders approve the Acquisition.

This incremental capital is essential to fund the business over the longer term. This commitment from Sidara to make additional loan capital available to Wood before completion of the Acquisition has been a critical component in securing the Amendment and Extension on its agreed terms.

Sidara believes that the combination of Sidara with Wood will strengthen the combined group’s capabilities across the Energy and Materials sectors. More specifically, Sidara believes that the combination will deliver diversification, scale and skills that will represent a competitive proposition, driving customer and revenue synergies.

Sidara intends to operate Wood as a standalone client facing business, consistent with its operating model for the pillars it currently operates, retaining the Wood brand identity, driving a strategy of long-term growth and continuing to nurture Wood’s excellent client relationships.

Sidara believes the Acquisition would create a global, world-class, privately held engineering and design group with Wood taking the lead in energy and materials.

Sidara has agreed to provide a capital injection of $450 million to Wood. Of this, $250 million will be available upon shareholders approving the Acquisition (or, if Sidara chooses to effect the Acquisition by way of a Takeover Offer, within 21 days after posting of the offer document). A further $200 million will be available upon completion of the Acquisition.

Further details will be available to shareholders in the Scheme Document that will be published in due course.

Wood’s business is underpinned by excellent technical capabilities, an established and global client base.

The Acquisition represent a major step towards enhancing Wood’s stability, and the Board of Wood is committed to leveraging the benefits of this stability for the benefit of its clients.

Sidara’s immediate priority is to provide greater stability to Wood, in order that Wood can continue to serve clients and other stakeholders, and preserve the strong capabilities at Wood.

Participants in the Wood Share Plans shall be contacted regarding the effect of the Acquisition on their rights under the Wood Share Plans and with the details of the arrangements applicable to them. Participants may also download the Co-operation Agreement which sets out more information.