WYG : Results of Shareholder Meetings

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 June 2019

RECOMMENDED CASH OFFER

for

WYG PLC ('WYG' or the 'COMPANY')

by

TETRA TECH UK HOLDINGS LIMITED ('TETRA TECH')
a wholly-owned subsidiary of Tetra Tech, Inc.

RESULTS OF SHAREHOLDER MEETINGS

WYG is pleased to announce that at the Court Meeting and the General Meeting of WYG Shareholders held earlier today in connection with the recommended cash offer for the Company by Tetra Tech UK Holdings Limited ('Tetra Tech'), a wholly-owned subsidiary of Tetra Tech, Inc., to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme'), the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the circular to WYG Shareholders dated 3 June 2019 (the 'Scheme Document').

At the Court Meeting, a majority in number of Scheme Shareholders, who voted and were entitled to vote (either in person or by proxy) and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the special resolution to provide for the implementation of the Scheme was also passed by the requisite majority.

COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

GENERAL MEETING

The voting on the special resolution to provide for the implementation of the Scheme, the amendment to the Company's articles of association and, subject to the Scheme becoming effective in accordance with its terms, the re-registration of the Company as a private limited company was taken on a poll and the results were as follows:

Number of votes: For: 58,795,151 (99.99%); Against: 6,256(0.01%).

Votes lodged to be cast at the Chairman's discretion have been included in the 'Votes for' figures.

As at 26 June 2019, there were 73,335,165 ordinary shares in issue. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.

Completion of the Acquisition remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing which is expected to take place on 5 July 2019.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

IMPORTANT NOTICES

Perella Weinberg Partners UK LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Tetra Tech and for no one else in connection with the Acquisition or other matters referred to in this announcement and will not be responsible to anyone other than Tetra Tech for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters set out in this announcement.

N+1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser under Rule 3 of the Code and broker to WYG in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than WYG for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.

Publication on websites and availability of hard copies

A copy of this announcement is available free of charge on WYG's website at www.wyg.com/investorsand Tetra Tech, Inc.'s website at www.tetratech.com/investors.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

WYG Shareholders may, subject to applicable securities laws, request a hard copy of this announcement by contacting by contacting N+1 Singer on +44 (0)20 7496 3000 or, in writing, at 1 Bartholomew Lane, London EC2N 2AX. A hard copy of this announcement will not be sent unless so requested. A person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.