Stantec Inc. (TSX:STN)
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Apr 24, 2026, 4:00 PM EST
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AGM 2023

May 11, 2023

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 at Stantec. We are pleased to host today's meeting virtually. Shareholders and proxy holders who are in attendance can participate, vote, and submit questions regardless of their physical location. Joining me today from Stantec are Gord Johnston, President and Chief Executive Officer, Theresa Jang, Executive Vice President and Chief Financial Officer, and Paul Alpern, Senior Vice President and General Counsel. Gord, Theresa Jang, 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'd also like to introduce Stantec's board of nominees.

In addition to myself, Martin A. à Porta, Shelley Brown, Angeline G. Chen, Patricia D. Galloway, Robert J. Gomes, Gord Johnston, Donald J. Lowry, Marie-Lucie Morin, and Celina J. Wang Doka. I would like to take this moment to thank and remember our friend Richard Bradeen, who served as a director until his passing on December 27th of last year. Richard's experience, business knowledge, and insight were greatly valued by us. Richard is missed by his fellow board members and everyone that knew him. We do have two new director nominees standing for election for the first time this year. Angeline G. Chen comes to Stantec with expertise in governance, cybersecurity, and government affairs. Celina J. Wang Doka adds real estate, public accounting, and financial expertise to the board. We are pleased to put their names forward for election and know they will be strong contributors to the company.

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. As a reminder, only shareholders who held their shares as of March 20th, 2023, the record date of this meeting, or their validly appointed proxy holders are entitled to vote at the meeting. The business matters for today's meeting are described in the Management Information Circular, which is dated March 20th, 2023, which accompanied the notice of meeting. I will take the notice of meeting as read, and 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 poll 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 will give you one minute or two to enter your votes and then declare voting 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 are open on all resolutions. The first item of business is a 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, 2022. These financial statements and corresponding auditor's reports 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 is the election of our directors. We will be electing 10 directors today. 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
Executive Vice President and General Counsel, Stantec

Thank you. Doug. I nominate each of the persons whose names appear 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

Thank you, Paul. At this point, please cast your votes on the election of our directors. We will now proceed to item number three. The next item of business is the appointment of Stantec's auditor. Again, Paul.

Paul Alpern
Executive Vice President and General Counsel, Stantec

Thank you. I move that PricewaterhouseCoopers LLP be appointed auditors of Stantec for the 2023 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

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

Paul Alpern
Executive Vice President 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 annual Say on Pay. Thank you. This now 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 in a short period of time. While the votes are coming in, we'll respond to any questions raised by shareholders. As a reminder, if you have any questions, please use the Q&A function in the meeting room.

Speaker 4

Mr. Chair, we have our first question from a shareholder. It's asked, "The company's organic growth rate last year and for the first quarter of this year has been very strong. Do you see that continuing for the remainder of the year?

Doug Ammerman
Chair of the Board, Stantec

Thanks, Chris. Before I respond to that.

Gord Johnston
President and CEO, Stantec

Yeah. Thanks, Chris. Thanks, Doug. you know, we're actually very pleased with our 2022 organic growth rate. It was over 9% last year. you know, we're really pleased to see that that organic growth accelerated to over 12% for the first quarter of this year, as we released in our earnings release last night and discussed on the earnings call this morning. You know, we actually see that the fundamentals of the business that are rating to the key macro trends that we've been talking about, aging infrastructure, climate change, reshoring of manufacturing capabilities, sorry, around the world remain sound. We're seeing significant government support programs around the world.

Even with that 12% organic growth rate that we saw this first quarter, our backlog has continued to expand and tied our all-time record of $6.2 billion. We're really positive about the performance for the remainder of 2023. This morning during our Q1 call, we reconfirmed our guidance for 2023. I think we're feeling very positive about the year.

Speaker 4

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

Doug Ammerman
Chair of the Board, Stantec

Okay. Thank you. With that, voting is now closed. Paul, can you please share the preliminary revotes, voting results?

Paul Alpern
Executive Vice President and General Counsel, Stantec

I can. I've received a copy of the scrutineer's interim report and wish to report that approximately 86 million shares or 78% of the eligible shares have been voted on 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. On that basis, I now declare that all of the motions put forward at today's meeting have been approved. On behalf of the board, I wanna thank you for your support. This concludes our meeting. I'd like to close by thanking our clients who entrust Stantec with their projects, and our dedicated and innovative employees who always design with community in mind, and you, our shareholders, for your continued confidence in Stantec. Thank you again for joining us today.

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