Member Info for jenashon

This is no longer the "Ten Alps" of old - CEO Mark Browning, who turned around ITN Productions into a profitable powerhouse, has rebuilt Zinc Media into a diversified group of distinct content labels.

The Strategy is clearly paying off rising revenues & EBITDA, continuous contract wins, this weeks $6m contract win & acquisition in Qatar - the real attraction here is capital growth driven by a proven management team. Definetely one to watch closely.

Zinc Media have just announced the completion of a new feature-length documentary produced for Sony Music Entertainment telling the story of WHAM!'s historic 1985 tour of China.

I can't understand why the SP is where it is .

Contrary to the claim of “negative cash flow,” Zinc Media actually generated positive cash in FY 24:

Operating cash flow: £0.79 million

Free cash flow: £0.6 million

Net cash flow: £1.32 million

Zinc Media Group is clearly riding a wave of momentum into 2025. Despite a dip in revenue due to strategic restructuring, the company’s 50% jump in adjusted EBITDA to £1.5 million and a 24% increase in forward bookings show it's not just surviving—it's thriving

This is the second year running of positive cash generation, leaving the business with a robust cash position.

By any measure, Zinc Media’s cash flow is positive—not negative.

Removal from the FTSE is purely symbolic and only affects passive/index-tracking funds. It does not delist Wood or impact shareholders’ legal ownership. If you hold shares in an ISA, you keep all your rights and tax benefits—you’ll just have to wait until trading resumes to transact.

So - By having the FCA probe run alongside KPMG’s audit while trading’s paused, Wood can deliver its restated accounts with both auditor and regulator sign-off in one go. That means: No serial “surprise” updates dripping out over weeks.

Investors get a single, fully vetted set of numbers at relisting. So hopefully Confidence that both accounting standards and regulatory concerns have been cleared before the market reopens.

Was the low 38 % turnout which looks tiny because suspended shares sit in custody queues; so many big funds physically couldn’t vote.

Looking back at the 2024 or last years AGM 76% of Issued Share Capital Voted, So hopefully a larger turnout this year & at the 2023 AGM 67% voted, at that AGM 23% voted against the Remuneration Report . So lets hope the ii's show grit.

@GRaff - Sorry I can't attend the AGM, but i did send the questions below, the questions had to be linked to the resolutions on the agenda - so I tried to compile the questions below - If anyone is going & these questions do not get asked, please copy & take with you. Or Maybe Bob if there are any of the questions below that you or your colleagues have not thought of, please can you or your colleagues ask . As I don't think it an open forum - I had to list the questions to the resolutions on the agenda.

1. Resolution 7 – Re-elect Iain Torrens (Audit, Risk & Ethics Chair)

a. “Please confirm whether the Board has received any expressions of interest in buying the Consulting & Digital division and, if so, the approximate valuation range discussed.”

b. “When will KPMG sign the FY-24 audit, and what happens to the 30 June covenant waiver if that date slips?”

2. Resolution 9 – Authority to Allot Shares

“Should Sidara withdraw, what size and indicative price have our banks given for a stand-alone rights issue, and how would this new equity restore net-debt/EBITDA to covenant-compliant levels?”

3. Resolution 10 – Disapplication of Pre-emption Rights

“Before shareholders grant this wide issuing power, please disclose any external valuation you have obtained for each core division and explain why a £450 m equity injection is the minimum lenders will accept.”

4. Resolution 1 – Re-elect Brenda Reichelderfer (Remuneration Chair)

“How much (in pounds) would executives receive in accelerated LTIP awards or bonuses if a takeover completes at 35 p compared with 45 p, and will you consider a CVR so existing shareholders share in any future sale of Consulting & Digital?”

5. Resolutions 1 & 7 – Board Re-elections

“If the Company proceeds with a rights issue, will every non-executive director commit to buying shares in the open market with personal funds (not LTIP awards) within 30 days of that raise?”

6. General Business (relevant to Resolutions 9 & 10)

“Please state the total order book value today, list the major contracts won since January, and break down how much cash, revenue and EBITDA these awards are expected to add in 2025 and 2026—split clearly between reimbursable and lump-sum work.”

Its been interesting reading the talk on here & the questions to each other - I wish everyone the best of luck & as time is getting short before the AGM, has everyone submitted their questions which cannot be answered here in advance of the AGM via this button on this page https://www.woodplc.com/investors/annual-general-meeting

Questions I am Submitting Ahead of Wood’s AGM - are these relevant, is anyone else sending questions,

1. Has anyone offered to buy our Consulting & Digital business? If yes, what rough price did they quote?

2. Have you paid an outside firm to value each part of Wood? If so, please share the headline numbers before you back any takeover.

3. Show us the calculation: why do the banks say we need a £450 m cash injection, and would that number drop if Sidara paid shareholders a bit more?

4. If Sidara won’t raise the cash price, will you ask for a “back-end” payment (for example, a CVR or special dividend) if they later sell Consulting & Digital for a big profit?

5. When, exactly, will KPMG sign off the 2024 accounts, and what happens to our bank waiver if that date slips again?

6. If Sidara walks, what size and price range have the banks given you for a rights issue?

7. Have you invited Apollo—or any other previous bidder—to come back into the process? If not, why?

8. Do you already have a written promise from the banks to extend the covenant waiver past 30 June if the Sidara deal isn’t signed by then?

9. If we end up doing a rights issue, will every non-executive director buy shares with their own money, not just LTIP awards?

10. How much, in pounds, will executives receive in bonuses or accelerated share awards if the Sidara deal closes at 35 p versus 45 p?

I am sending them here https://www.woodplc.com/resources/forms/contact-us/agm-enquiries/agm-enquiries

Anyone wanting to ask a question at the AGM can ask them at https://www.woodplc.com/resources/forms/contact-us/agm-enquiries/agm-enquiries

I Have Written a letter to the board - which I have posted below for anyone interested.

Dear Chair and fellow Directors,

Re: Sidara approach and the strategic value of Wood’s Consulting & Digital division

I write as a long-standing shareholder to urge the Board to secure fuller value for all investors than is reflected in the current possible 35 p-per-share proposal from Sidara. In light of the forthcoming AGM (18 June) and the 30 June covenant-waiver deadline, I respectfully ask that you address the points below before recommending, or entering into, any firm offer.

1 . Acknowledge the Consulting & Digital “crown-jewel”

• FY-24 guidance implies c. $110 m EBITDA at a 12 % margin. • Precedent transactions (WSP/Golder, Jacobs/PA Consulting, Tetra Tech/RPS) have cleared at 11-13 × EBITDA, valuing the division at ≈ £1 billion. • This single segment therefore accounts for four times the equity value implied by 35 p and is central to Sidara’s strategic rationale (Middle-East AI & digital-twin capability).

2 . Provide transparency at, or ahead of, the AGM

Kindly confirm to shareholders:

a) Whether the Company has received approaches—formal or informal—for the Consulting & Digital arm or any other individual division. b) Whether you have commissioned an external valuation of that business and, if so, the headline range. c) How that valuation informed the Board’s statement that it is “minded to recommend” Sidara’s indicative 35 p.

3 . Negotiate either a higher fixed price or an upside-sharing mechanism

If the whole-company sale to Sidara remains the preferred route, please ensure that:

• Headline cash consideration rises to reflect the fair value of Consulting & Digital (e.g., 40–45 p), or • Shareholders receive a contingent value right (CVR) or special dividend linked to any post-completion sale of the division above a defined hurdle (e.g., > £900 m).

Either structure would leave Sidara’s industrial logic intact while recognising the unit’s standalone worth.

4 . Preserve optionality with lenders

In parallel, please seek lender consent to extend the covenant-waiver beyond 30 June long enough to complete any alternative value-realisation process—should such a process become necessary—rather than leaving shareholders faced with a binary choice between a low-ball offer and a dilutive sub-20 p rights issue.

Voting intention

Unless the Board publicly addresses the issues above, I intend to vote AGAINST the re-election of the Audit, Risk & Ethics Committee Chair and the Remuneration Committee Chair at the AGM. This is not a vote of no confidence in management’s operational efforts; it is a clear signal that 35 p does not yet represent fair value for the Company’s assets.

I trust the Board will pursue every avenue to deliver an outcome that reflects both Wood’s strategic strengths and its shareholders’ long-deferred expectations. I would welcome a written response or discussion with the Inve

All about the AGM here https://www.woodplc.com/investors/annual-general-meeting

Your proxy vote must be lodged by 2.00 pm on Monday, 16 June 2025 in order to be considered valid.

here is the proxy voting form from the Wood Group website - it explains how to vote, or look at it then ring your broker & they can vote for you.

https://www.woodplc.com/__data/assets/pdf_file/0035/298484/AGM_Proxy_Form_2025.pdf

I have been given the advice below regarding the AGM - Practical steps if you want to have your say at AGM - How to maximise leverage without torching the deal

1. Engage the proxy advisers (ISS, Glass Lewis) this week. Their recommendations shape passive-fund votes. • If they recommend “WITHHOLD” on audit chair, passive funds (BlackRock, etc) often follow

2. Coordinate questions for the AGM floor: • “Will you commit to recommend only an offer that equals at least the undisturbed enterprise value?” • “Have you solicited alternative proposals since 14 April?” •In your AGM floor question, reaffirm you want “an orderly solution that preserves covenant support “If Sidara walks, what is your fully funded stand-alone plan?”

3. Vote against the re-election of the Chair of the Audit, Risk & Ethics Committee and the Remuneration Committee—those two seats are the traditional protest targets in UK governance culture. less destabilising than blanket rejection.

4. Signal a scheme-blocking intent in investor calls; the board must minute such conversations and pass the message to Sidara.

If, after the AGM, Sidara believes more than 25 % will indeed vote “NO,” they may increase the offer. If not, the offer will likely land at 35 p and the board will push it through. Frame the ask • Publicly state you’ll support a firm offer more than 40 p. • Makes it clear Sidara can “buy” harmony.

All about the AGM here https://www.woodplc.com/investors/annual-general-meeting

Oh & Your proxy vote must be lodged by 2.00 pm on Monday, 16 June 2025 in order to be considered valid.

Hi all - here is the proxy voting form from the Wood Group website - it explains how to vote, or look at it then ring your broker & they can vote for you.

https://www.woodplc.com/__data/assets/pdf_file/0035/298484/AGM_Proxy_Form_2025.pdf

Once a vocal 30-40 % bloc surfaces, conflicted boards usually (a) hike the bid, (b) hire an outside adviser to run an auction, or (c) drop the deal altogether. The threat of an outright director removal—even if it falls a few points short—forces the board to prove it is working for all shareholders, not the insiders.

Here is a recent situation where the shareholders used the AGM to vent their outrage at that companies board of directors

Barloworld’s 2024 drama —

Cheap offer • The CEO and a Saudi partner (Zahid Group) tried to buy the company for much less than investors thought it was worth.

Shareholders fume • Big pension funds felt the CEO was on both sides of the table and said, “No way, that’s a bargain-basement price.”

AGM showdown • At the annual vote, about 43 % of all shares were cast against every director. • They fell a few percentage points short of the 50 % needed to fire the whole board, but the message was crystal-clear.

Deal scrapped • Embarrassed, the board paused—and soon ditched—the low-ball takeover talks.

After-effects • The share price jumped because investors now expected a higher bid or a proper auction. • Several directors signalled they would step down, and the company hired advisers to review all strategic options.

Bottom line: Even without winning the vote outright, angry shareholders blocked a “lousy” buy-out and forced the board to hunt for better value.

What happens if the entire board are voted out at the AGM ? Who will then have the authority to sign any potential deal ? Does the company carry on with the same board until a new board is voted into place ?