Annual Financial Report

John Wood Group PLC ("Company")

  

Annual Report and Annual General Meeting

Following the release on 3 March 2009 of the Company's preliminary full year
results announcement for the year ended 31 December 2008, the Company announces
it has published its Annual Report and Accounts for 2008 and has distributed
this to its shareholders on 27 March 2009.

As disclosed in the announcement of 3 March 2009, the Company's 2009 AGM will
be held on 13 May 2009, at the Treetops Hotel, Springfield Road, Aberdeen at 12
noon.

Copies of the Annual Report and Accounts 2008 are available on the Company's
website at: www.woodgroup.com

The preliminary announcement included a set of financial statements and a fair
review of the development and performance of the business and the Group. In
accordance with DTR 6.3.5(2)(b) additional information is set out as follows:

Directors Responsibility Statement

The Annual Report and Accounts 2008 contains a responsibility statement in the
form set out below (page 48):

"The directors are responsible for preparing the Annual Report, the Directors'
Remuneration Report and the Group and the parent company financial statements
in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have prepared the Group financial
statements in accordance with International Financial Reporting Standards
"IFRSs" as adopted by the European Union, and the parent company financial
statements in accordance with applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting Practice). The Group
and parent company financial statements are required by law to give a true and
fair view of the state of affairs of the company and the Group and of the
profit or loss of the Group for that period.

In preparing those financial statements, the directors are required to:

  * select suitable accounting policies and then apply them consistently;
   
  * make judgements and estimates that are reasonable and prudent;
   
  * state that the Group financial statements comply with IFRSs as adopted by
    the European Union, and with regard to the parent company financial
    statements that applicable UK Accounting Standards have been followed,
    subject to any material departures disclosed and explained in the financial
    statements
   
The directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
company and the Group and to enable them to ensure that the financial
statements and the Directors'Remuneration Report comply with the
Companies Act 1985 and, as regards the Group financial statements, Article 4 of
the IAS Regulation. They are also responsible for safeguarding the assets of
the company and the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the
company's website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in other
jurisdictions.

Each of the directors, whose names and functions are listed within the Board of
Directors section of the Annual Report and Accounts, confirms that, to the best
of their knowledge:

  * the Group financial statements, which have been prepared in accordance with
    IFRSs as adopted by the EU, give a true and fair view of the assets,
    liabilities, financial position and profit of the Group; and
   
  * the directors' report includes a fair review of the development and
    performance of the business and the position of the Group, together with a
    description of the principal risks and uncertainties that it faces.
   
So far as the directors are aware, there is no relevant audit information of
which the company's auditors are unaware. Relevant information is defined as
"information needed by the company's auditors in connection with preparing
their report" Each director has taken all the steps that he ought to have taken
as a director in order to make himself aware of any relevant audit information
and to establish that the company's auditors are aware of that information."

Principal risks and uncertainties

The following description of the principal risks and uncertainties that the
Company faces is extracted from the Annual Report and Accounts 2008 (pages
30-31 and page 47)

"There are a number of risks and uncertainties which may have an impact on the
performance of the Group. These are explained below, along with the approach to
managing the risk or uncertainty. In addition to the specific mitigating
factors noted below there are some Group wide risk management processes in
place which address a wide cross section of risks. These include quarterly
review meetings between senior managers and certain of the executive directors,
including the Chief Executive.

                               Market Risks                                
                                                                           
Risk Area and Potential  Mitigation                                        
Impact                                                                     
                                                                           
Risk area                  * We operate in both the   * We manage exposure 
Operating in cyclical        oil & gas and power        to engineering     
oil & gas and power          markets, reducing our      markets by         
markets                      exposure to one            maintaining a split
                             particular market          of oil & gas       
Potential Impact                                        activities between 
A cyclical downturn or a   * We have a broad            upstream; subsea   
prolonged global             customer base and          engineering,       
recession could lead to      geographic spread,         pipelines and      
uncertainty in our           which includes a mix       midstream; and     
customers spending plans     of IOCs, NOCs, large       downstream, process
and declines in the          and small                  and industrial     
demand for our services      independents; power        sectors            
and products                 and industrial                                
                             companies                * We maintain focus  
                                                        on identifying any 
                           * We seek to maintain a      upcoming weaknesses
                             good balance in our        in the market,     
                             revenue between            adjusting          
                             customers', capital        investment and     
                             expenditure "capex"        pricing strategies 
                             and operating              appropriately      
                             expenditure "opex"                            
                                                      * Our businesses are 
                           * We have market leading     flexible and have a
                             positions in several       relatively low     
                             significant areas and      capital intensity  
                             have developed longer                         
                             term relationships                            
                             with customers                                
                                                                           
Risk area                  * We carry out strategic   * We have detailed   
Investment in new            investment reviews of      integration plans  
service areas and            the future areas of        for acquisitions   
geographic markets           focus for the Group                           
                                                      * We adopt earn out  
Potential Impact           * We carry out return        structures wherever
Investment (capital or       assessments and due        possible           
operating) in new            diligence reviews                             
initiatives or               prior to investment      * The Group Board    
acquisitions may fail to                                undertakes an      
generate an adequate                                    annual review of   
return                                                  the performance of 
                                                        acquisitions made  
                                                        in the preceding   
                                                        three years, to    
                                                        identify lessons   
                                                        learned            

                      Strategic and operational risks                      
                                                                           
Risk Area and Potential   Mitigation                                       
Impact                                                                     
                                                                           
Risk area                   * The Group Board         * Leading and lagging
Health, Safety and            monitors HSE              safety indicators  
Environmental "HSE"           performance, with a       are used across the
performance                   Group Director            Group to measure   
                              responsible for HSE       performance and    
Potential Impact                                        guide management   
Failure to deliver HSE      * HSE commitment is         action plans       
excellence could lead to      communicated around                          
harm to our people,           the Group via our       * Certain of our     
damage to the environment     Vision for HSE            operations are     
and could lead to             Excellence, HSE           subject to third   
customers no longer           systems and               party and customer 
selecting the Group as a      guidelines set down       audits             
preferred supplier of         in the "Red Book",                           
services and products         the annual Group HSE    * We have launched a 
                              plan, newsletters,        pilot programme to 
                              the intranet and HSE      measure our carbon 
                              conferences               footprint for a    
                                                        sample of          
                                                        businesses For     
                                                        further details on 
                                                        Group Health,      
                                                        Safety and         
                                                        Environments       
                                                        initiatives - see  
                                                        CSR section        
                                                                           
Risk area                   * The quality of our      * We use market based
Attraction and retention      people helps us to        compensation,      
of key management             secure challenging        including          
                              and interesting work,     appropriate        
Potential Impact              and this, in turn,        incentive packages 
Failure to attract and        helps us to attract       and we offer wide  
retain key management         and retain talent in      ranging career     
could lead to a lack of       the Group                 development and    
necessary expertise or                                  training           
continuity to execute our   * We give management        opportunities      
strategy                      considerable autonomy                        
                              while maintaining       * We continue to     
                              short lines of            expand our         
                              communication to          geographic         
                              senior managers and       footprint to       
                              Group directors           provide access to  
                                                        highly skilled     
                                                        labour resources   
                                                                           
                                                      * We focus on all our
                                                        businesses         
                                                        worldwide becoming 
                                                        employers of choice
                                                                           
Risk area                   * We have a business      * Ethics helplines   
Compliance with our           ethics committee in       are available for  
ethical standards             place, chaired by the     employees to raise 
                              Group Finance             any concerns in    
Potential Impact              Director and              confidence         
Damage to reputation and      involving senior                             
regulatory impact             operational and         * We take firm action
                              functional management     against any        
                              from across the Group     breaches of our    
                                                        ethical standards  
                            * Our business ethics                          
                              policy and guidelines                        
                              are communicated to                          
                              staff. Training and                          
                              self-certification is                        
                              undertaken by key                            
                              management and                               
                              employees                                    
                                                                           
Risk area                   * We have extensive       * New product designs
Quality of services and       quality systems           undergo prescribed 
products                      across our businesses     validation and     
                                                        verification       
Potential Impact            * We have a range of        testing            
Failure to provide            initiatives to help                          
services and products of      our people develop                           
the required quality          and enhance their                            
could lead to a               expertise                                    
requirement for work to                                                    
be repeated, damage to      * Many of our plants                           
our reputation or             obtain third party                           
liability claims              accreditation and                            
                              perform internal                             
                              audits                                       

                      Financial and compliance risks                       
                                                                           
Risk Area and Potential   Mitigation                                       
Impact                                                                     
                                                                           
Risk area                   * We maintain a strong    * We have committed  
Access to capital             balance sheet, with       longer term banking
                              shareholders' equity      facilities         
Potential Impact              of $1,134m, gearing       providing          
Inability to obtain           of 22%, net debt/         significant        
funding to take advantage     EBITDA of 0.5 times       headroom recently  
of shareholder value          and interest cover of     extended to 2012   
creating opportunities        14 times as of            For further details
                              December 2008             - see Financial    
                                                        review section     
                                                                           
Risk area                   * We have procedures in   * In light of the    
A downturn in the economy     place to check the        current economic   
leads to a slowing of         creditworthiness of       environment the    
payments from customers       new customers and         Group has increased
in some markets and an        credit limits in          its focus on credit
increased risk of non         place for existing        risk and credit    
payment in the event of       customers that are        management and     
customer insolvency           reviewed on a regular     appropriate        
                              basis, including,         measures have been 
Potential Impact              where appropriate,        implemented to     
Reduction in profit due       the use of external       reduce our risk    
to bad debt provisions        reference agencies        profile where      
and write offs                                          possible. For      
                                                        further details -  
                                                        see Financial      
                                                        review section     
                                                                           
Risk area                   * A significant           * We undertake       
Contracting strategy and      proportion of our         reviews of the     
execution                     contracts are             pricing of contract
Potential Impact              reimbursable and we       bids and carry out 
Inappropriate contract        generally avoid large     ongoing commercial 
terms, or failure to          complex fixed price       reviews of terms,  
comply with those terms,      contracting               including external 
could lead to                 arrangements              and peer reviews   
unacceptable risks,                                                        
reputational damage,        * We have a contract                           
warranty claims or            policy that provides                         
financial penalties           guidance on the                              
                              parameters under                             
                              which we will enter                          
                              into contracts to                            
                              provide services and                         
                              products                                     
                                                                           
Risk area                   * We have a contract      * The Board receives 
Operating in a range of       policy that provides      presentations on   
different legal,              guidance on the           specific countries 
political and fiscal          parameters under          in which the Group 
regimes                       which we will enter       maintains a        
                              into contracts to         significant        
Potential Impact              provide services and      interest           
Changes in the legal and      products                                     
political environment may                                                  
result in financial loss    * We monitor and limit                         
or the loss of control        the capital                                  
over operations, while        allocation to certain                        
fiscal changes could          countries and                                
impact net profit             maintain a broad                             
                              geographic spread                            
                                                                           
Risk area                   * Prudent levels of       * We review exposures
Adequacy of insurance         insurance cover are       to areas where it  
cover                         maintained across a       is not possible to 
                              range of insurers         obtain, or we have 
Potential Impact                                        elected not to     
Requirement to fund                                     obtain insurance   
uninsured losses                                        and consider       
                                                        alternative ways to
                                                        reduce our risk to 
                                                        an acceptable level
                                                                           
Risk area                   * A financial control     * We have a          
Integrity of financial        frameworks is in          comprehensive      
controls                      place, incorporating      system of reporting
                              preparation and           performance to the 
Potential Impact              review of monthly         Board, including   
Damage to reputation,         financial                 monthly and        
financial loss or             information,              quarterly reports  
inaccurate financial          delegation of                                
information used to           authority and annual    * We have an internal
manage the business           financial controls        audit department   
                              self assessment           and an external    
                                                        audit is performed 
                                                        on the financial   
                                                        statements         

"The Board formally reviews the Group's exposure to key business risks at least
once a year including the controls in place and management action plans. In
addition the Board receives regular updates from management on specific risks
and actions. Each division's management team is responsible for the process of
identification and evaluation of significant operational, financial and
compliance risks and for the design and operation of effective internal
controls."

Independent Auditors' Report

The independent auditors report is included in the Annual Report and Accounts
2008 (pages 58 and 59) and is set out below:

"Independent auditors' report

to the members of the John Wood Group PLC

We have audited the group financial statements of John Wood Group PLC for the
year ended 31 December 2008 which comprise the Consolidated Income Statement,
the Consolidated Balance Sheet, the Consolidated Cash Flow Statement, the
Consolidated Statement of Recognised Income and Expense and the related notes.
These group financial statements have been prepared under the accounting
policies set out therein.

We have reported separately on the parent company financial statements of John
Wood Group PLC for the year ended 31 December 2008 and on the information in
the Directors' Remuneration Report that is described as having been audited.

Respective responsibilities of directors and auditors

The directors' responsibilities for preparing the Annual Report and the group
financial statements in accordance with applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union are set
out in the Statement of Directors' Responsibilities.

Our responsibility is to audit the group financial statements in accordance
with relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland). This report, including the opinion, has been
prepared for and only for the company's members as a body in accordance with
Section 235 of the Companies Act 1985 and for no other purpose. We do not, in
giving this opinion, accept or assume responsibility for any other purpose or
to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.

We report to you our opinion as to whether the group financial statements give
a true and fair view and whether the group financial statements have been
properly prepared in accordance with the Companies Act 1985 and Article 4 of
the IAS Regulation. We also report to you whether in our opinion the
information given in the Report of the Directors is consistent with the group
financial statements. The information given in the Report of the Directors
includes that specific information presented in the Operational and Financial
Reviews that is cross referred from the Principal Activities and Business
Review section of the Report of the Directors.

In addition we report to you if, in our opinion, we have not received all the
information and explanations we require for our audit, or if information
specified by law regarding directors' remuneration and other transactions is
not disclosed.

We review whether the Corporate Governance Statement reflects the group's
compliance with the nine provisions of the Combined Code (2006) specified for
our review by the Listing Rules of the Financial Services Authority, and we
report if it does not. We are not required to consider whether the board's
statements on internal control cover all risks and controls, or form an opinion
on the effectiveness of the group's corporate governance procedures or its risk
and control procedures.

We read other information contained in the Annual Report and consider whether
it is consistent with the audited group financial statements. The other
information comprises the Report of the Directors, the Chairman's Statement,
the Operational and Financial Reviews, the Corporate Governance Statement and
all other information listed on the contents page. We consider the implications
for our report if we become aware of any apparent misstatements or material
inconsistencies with the group financial statements. Our responsibilities do
not extend to any other information.

Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the group financial statements. It also includes an assessment
of the significant estimates and judgments made by the directors in the
preparation of the group financial statements, and of whether the accounting
policies are appropriate to the group's circumstances, consistently applied and
adequately disclosed.

We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the group financial
statements are free from material misstatement, whether caused by fraud or
other irregularity or error. In forming our opinion we also evaluated the
overall adequacy of the presentation of information in the group financial
statements.

Opinion

In our opinion:

  * the group financial statements give a true and fair view, in accordance
    with IFRSs as adopted by the European Union, of the state of the group's
    affairs as at 31 December 2008 and of its profit and cash flows for the
    year then ended;
   
  * the group financial statements have been properly prepared in accordance
    with the Companies Act 1985 and Article 4 of the IAS Regulation; and
   
  * the information given in the Report of the Directors is consistent with the
    group financial statements.
   
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Aberdeen
2 March 2009 "

Name of authorised company official responsible for making this notification.

IAN JOHNSON, COMPANY SECRETARY