HOUSTON, TX--(Marketwire - February 3, 2009) - Willbros Group, Inc. (NYSE: WG) announced today that, at its special meeting of stockholders held on February 2, 2009 in Panama City, Panama, stockholders overwhelmingly approved the Agreement and Plan of Merger, whereby Willbros Delaware will become the new parent company and Willbros Panama will become a direct subsidiary of Willbros Delaware. Willbros Panama stockholders will become stockholders of Willbros Delaware and their relative economic ownership in the company will remain unchanged. Willbros believes the merger will facilitate its business strategies, improve its access to U.S. capital markets and its funding and strategic flexibility, improve its access to U.S. government and private sector contracts, and enhance its operational focus. The Company intends to complete the merger as soon as practicable.

Willbros Group, Inc. is an independent contractor serving the oil, gas, power, refining and petrochemical industries, providing engineering, construction, turnaround, maintenance, life cycle extension services and facilities development and operations services to industry and government entities worldwide. For more information on Willbros, please visit our web site at www.willbros.com.

This announcement contains forward-looking statements. All statements, other than statements of historical facts, which address activities, events or developments the Company expects or anticipates will or may occur in the future, are forward-looking statements. A number of risks and uncertainties could cause actual results to differ materially from these statements, including such things as the failure to satisfy conditions to closing the reorganization; the potential for additional investigations; the disruptions to the global credit markets; the possible losses arising from the discontinuation of operations and the sale of the Nigeria assets; fines and penalties by government agencies; the identification of one or more other issues that require restatement of one or more prior period financial statements; the existence of material weaknesses in internal controls over financial reporting; availability of quality management; availability and terms of capital; changes in, or the failure to comply with, government regulations; ability to remain in compliance with, or obtain waivers under, the Company's loan agreements and indentures; the promulgation, application, and interpretation of environmental laws and regulations; future E&P capital expenditures; oil, gas, gas liquids, and power prices and demand, the amount and location of planned pipelines, the refinery crack spread and planned refinery outages and upgrades, the effective tax rate of the different countries where the work is being conducted, development trends of the oil, gas, power, refining and petrochemical industries; changes in the political and economic environment of the countries in which the Company has operations, as well as other risk factors described from time to time in the Company's documents and reports filed with the SEC. The Company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.