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Apr 24, 2026, 4:00 PM EST
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AGM 2024

May 9, 2024

Doug Ammerman
Chair of the Board, Stantec

Hello, welcome to Stantec's Annual General Meeting of Shareholders. My name is Doug Ammerman. I'm the chair of the board of directors of Stantec. Joining me today from Stantec are Gord Johnston, President and Chief Executive Officer, Theresa Jang, Executive Vice President and Chief Financial Officer, Paul Alpern, Senior Vice President and General Counsel. Gord, Theresa, and Paul are available to answer questions if they arise. Shareholders, guests, and proxy holders can submit questions through the Q&A function in the virtual meeting room at any time during today's meeting. Questions will be answered after all formal business matters are presented. I would like to take this moment to thank Theresa Jang, our CFO. In February, we announced Theresa's planned retirement. Theresa's presence on Stantec's executive leadership team has been of tremendous value to the company.

Her contributions have played a pivotal role in strengthening the company's financials and our investor relations. While Theresa's tenure with us is not over, I feel it's important to acknowledge the significant impact she's made at Stantec. Theresa, on behalf of the full board, thank you very much. I would like to introduce Stantec board of nominees at this time. In addition to myself, Martin à Porta, Shelley Brown, Angeline Chen, Patricia Galloway, Gord Johnston, Don Lowry, Marie-Lucie Morin, and Celina Wang Doka. I would like to take a moment to express my gratitude to Bob Gomes, who, after an impactful career at Stantec, is retiring from the board. Bob's guidance and foresight have created a lasting legacy that really contributes to the significant influence of the company. Bob cared deeply for the organization, but also for each individual that makes up the organization.

Stantec's global presence and culture of integrity are part of the many foundational contributions that he made to the company. Throughout Bob's nearly 30-year career at Stantec, including leading the company as President and CEO, he truly has left a positive influence at Stantec. So once more, I want to extend my thanks to Bob for his contributions. With that, I officially call the meeting to order and appoint Paul Alpern to act as Secretary of the meeting, and Kyle Gould of Computershare to act as scrutineer. Kyle has confirmed that a quorum is present at the meeting. As a reminder, only shareholders who held their shares as of March 15, 2024, which is the record date of this meeting, or their validly appointed proxy holders, are entitled to vote at this meeting.

The business matters for today's meeting are described in the management information circular that's dated March 15th, 2024, which accompanied the notice of the meeting. I'll take the notice of meeting as read. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder and proxy holder entitled to vote on the matter has one vote in respect to each share held by that shareholder or proxy holder. The polls will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until all resolutions have been made prior to casting your vote. If you have any questions during the course of today's meeting, please submit them using the Q&A function in the meeting room. Once all items of business have been presented, we will respond to any questions.

I'll give you a minute or two to enter your votes, and then I'll declare that voting is closed on all resolutions. The results of the meeting will be released to Computershare and will be available on our website at stantec.com and on SEDAR+ and EDGAR. I now declare the polls open on all resolutions. The first item of business is the presentation of Stantec's annual financial statements. We have placed before the meeting Stantec's consolidated financial statements for the fiscal year ending December 31st, 2023. These financial statements and the corresponding auditor's report are included in our annual report. You can also view the annual report in the investor section of our website at stantec.com. The next item of business is the election of our directors. Today, we'll be electing nine directors.

Information about each nominee appears in the proxy circular that was made available to you in advance of today's meeting. I will now ask Paul Alpern to nominate the directors.

Paul Alpern
SVP and General Counsel, Stantec

Thank you, Doug. I nominate each of the persons whose name appears in the Management Information Circular under the heading, "Nominees for Election to Board of Directors," to be elected as a director of Stantec and to hold office for the ensuing year or until his or her successor is elected or appointed.

Doug Ammerman
Chair of the Board, Stantec

Thanks, Paul. Please cast your votes on the election of our directors.... Okay, we will now proceed to item number three. The next item of business is the appointment of Stantec's auditor. Paul?

Paul Alpern
SVP and General Counsel, Stantec

Thank you. I move that PricewaterhouseCoopers LLP be appointed auditors of Stantec for the 2024 fiscal year, that they hold office until the close of the next annual meeting of shareholders or until their successors are appointed, and that the directors be authorized to fix their remuneration.

Doug Ammerman
Chair of the Board, Stantec

Thanks, Paul. I now put the motion to the meeting. Please cast your vote on the appointment of Stantec's auditor. We will now proceed to carry on to item number four. The next item of business is the shareholder advisory vote on Stantec's approach to executive compensation. Paul, can I have a motion?

Paul Alpern
SVP and General Counsel, Stantec

I move on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in Stantec's management information circular, delivered in advance of today's meeting.

Doug Ammerman
Chair of the Board, Stantec

Thanks, Paul. I now put the motion to the meeting. Please cast your vote on our annual say on pay. Thank you. This concludes the matters to be voted on. For those of you who have not voted on all resolutions, please do so now, as voting will close after our next question period. So while the votes are coming in, we'll respond to any questions raised by shareholders, and as a reminder, if you have any questions, please use the Q&A function in the meeting room.

Operator

Mr. Chair, we have our first question. It says: I see that Stantec announced it acquired Hydrock last week. Can you please comment on Stantec's acquisition pipeline?

Doug Ammerman
Chair of the Board, Stantec

Board, would you like to respond to the acquisition pipeline?

Gord Johnston
President and CEO, Stantec

Sure, glad to do so. Firstly, we are very excited about Hydrock joining the Stantec team. A fantastic leadership team and very, very complementary service offerings to our existing presence in the U.K. You know, coupled with ZETCON in Germany and Morrison Hershfield in Canada and the U.S., who joined us, you know, we've added roughly 2,700 people so far to the Stantec team this year. You know, that said, the pipeline of potential firms who could join Stantec and strengthen our operations around the world is very, very full. Our leverage is in a really strong position, and, you know, we're looking to maintain our disciplined approach to M&A activities. We're still actively pursuing M&A opportunities and look forward to announcing further acquisitions in due course.

But, you know, one question we get asked sometimes is, are you looking to pause for a period of time? And the answer to that question is not. We see great opportunities, and we have the potential and the opportunity to integrate them successfully.

Operator

Mr. Chair, there are no further questions. You can proceed.

Doug Ammerman
Chair of the Board, Stantec

Okay, I've been informed by the moderator there are no further questions. With that, the voting is now closed. Paul, can you please share the preliminary voting results?

Paul Alpern
SVP and General Counsel, Stantec

Yes, I confirm I've received a copy of the scrutineer's interim report and wish to report that approximately 86 million shares, or 76% of the eligible shares, have been voted at today's meeting. A very large majority of the votes cast were voted in favor of each of the matters brought before the meeting.

Doug Ammerman
Chair of the Board, Stantec

Thank you, Paul. So on that basis, I now declare that all of the motions put forward at today's meeting have been approved. So on behalf of the board, I want to thank you very much for your support. This concludes our meeting today, and I'd like to close by thanking our clients who entrust Stantec with their projects, our dedicated and innovative employees, who always design with community in mind, and most importantly, our shareholders, for your continued confidence in Stantec. Thanks again for joining us today.

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