On 14 April 2025, Wood announced that it had received a holistic non-binding conditional proposal from Dar Al-Handasah Consultants Shair and Partners Holdings (“Sidara”), including a possible offer of 35 pence(1) in cash per Wood share to acquire the entire issued and to be issued share capital of the Company, and that, should Sidara make a firm offer for Wood under Rule 2.7 of the Code on the terms of the Possible Offer, the Board of Wood would be minded to recommend such an offer to Wood's shareholders, subject to agreement of full terms and conditions.

The Board of Wood is continuing to work with Sidara in relation to the pre-conditions to the Possible Offer set out in that announcement and further substantive progress has been made since the announcement of 28 July 2025:

• There is now commercial alignment with Sidara and Wood’s lenders on the detailed terms of the Proposed Refinancing (which are consistent with the terms set out in the 28 July 2025 announcement), and substantial progress has been made on documenting those terms.
• Wood is continuing to work with its auditor in relation to the publication of Wood's audited accounts for the financial year ended 31 December 2024.
• Sidara has confirmed that it has completed its due diligence on Wood.

On Saturday 23 August 2025, Sidara informed the Board of Wood in writing that it is committed to making an offer to acquire the entire issued and to be issued share capital of Wood, once the remaining pre-conditions have been satisfied, but that, having completed its due diligence, any offer would be at a reduced price of 30 pence in cash per Wood share.

The Board has evaluated the Reduced Possible Offer with its financial advisers and concluded that it is at a value that the Board would be minded to recommend to Wood shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the agreement of all other terms and conditions of an offer.

The Board of Wood has therefore requested, and the Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm on 28 August 2025. This deadline can be further extended with the agreement of the Board of Wood and the consent of the Panel.

(1) The Possible Offer was subject to a number of pre-conditions, as set out in Wood's announcement of 14 April 2025. The Possible Offer was also subject to a number of reservations, including under which Sidara can make an offer on less favourable terms, as further described in Wood's announcement of 14 April 2025. These reservations included the ability to make an offer on less favourable terms with the consent of the Board of Wood (which is the reservation Sidara intends to rely on if it makes the Reduced Possible Offer). The Reduced Possible Offer is also subject to the same pre-conditions and reservations set out in Wood’s announcement of 14 April 2025 (except that pre-condition (b) relating to the publication of Wood’s audited accounts is under review by Sidara).

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