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Notice of Annual Meeting of Shareholders to Be Held on May 21, 2015 Management Information Circular

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Notice of Annual Meeting of Shareholders to Be Held on May 21, 2015 Management Information Circular P A R S O N S W S P B R I N C K E R H O F F NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2015 MANAGEMENT INFORMATION CIRCULAR APRIL 9, 2015 April 9, 2015 Dear Shareholders: You are cordially invited to attend the 2015 annual meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (the “Shares”) of WSP Global Inc. (the “Corporation” or “WSP”) to be held at the McCord Museum (J. Armand Bombardier Hall), situated at 690 Sherbrooke Street West, Montreal, Quebec on May 21, 2015 at 10:00 a.m. The accompanying management information circular describes the annual business of the Corporation to be conducted at the Meeting, including (a) the presentation before Shareholders of the audited financial statements of the Corporation, for the year ended December 31, 2014, and the auditor’s report thereon; (b) the election of each of the directors of the Corporation, who will serve until the end of the next annual meeting of the Shareholders or until their successors are appointed; (c) the appointment of the auditors of the Corporation; (d) the annual shareholder advisory vote on our approach to executive compensation policies; and (e) the consideration of such other business, if any, that may properly come before the Meeting or any adjournment thereof. As a Shareholder, you have the right to vote your Shares on all items that come before the Meeting. This management information circular will provide you with information about these items and how to exercise your right to vote. It will also tell you about the nominee directors, the proposed auditors, the compensation of directors and certain executive officers, and our corporate governance practices. We look forward to seeing you at our Meeting. If you are unable to attend the Meeting in person, we encourage you to complete, sign, date and return the enclosed proxy by the date indicated on your form. You can also submit your voting instructions via the Internet or over the telephone as described in this management information circular. Yours very truly, PIERRE SHOIRY President and Chief Executive Officer CHRISTOPHER COLE Chairman of the Board of Directors WSP GLOBAL INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Shares”) of WSP Global Inc. (the “Corporation” or “WSP”) will be held at the McCord Museum (J. Armand Bombardier Hall), situated at 690 Sherbrooke Street West, Montreal, Quebec, on May 21, 2015 at 10:00 a.m. for the following purposes: (a) to receive the audited financial statements of the Corporation, for the period ended December 31, 2014 and to receive the auditors’ report thereon; (b) to elect each of the directors of the Corporation to hold office until the end of the next annual meeting of the Shareholders or until their successors are appointed; (c) to appoint the auditors of the Corporation for the forthcoming year and to authorize the directors to fix the auditors’ remuneration; (d) to consider and approve in a non-binding, advisory capacity the approach to executive compensation policies; and (e) to consider such other business, if any, that may properly come before the Meeting or any adjournment thereof. The specific details of the matters proposed to be put before the Shareholders at the Meeting are set forth in the management information circular, which forms part of this notice of meeting. Also enclosed is a form of proxy for the Meeting. The record date (the “Record Date”) for determination of Shareholders entitled to receive notice of and to vote at the Meeting is April 21, 2015. Only Shareholders whose names have been entered in the register of Shares, on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Shareholders who acquire Shares after the Record Date will not be entitled to vote such Shares at the Meeting. A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the 3 Meeting or any adjournment thereof in person, are requested to complete, sign, date and return the enclosed form of proxy by mail or submit an Internet or telephone proxy by following the instructions starting on page 10 of this management information circular or as set out in the enclosed form of proxy. DATED at the City of Montreal, in the Province of Quebec, this 9th day of April 2015. BY ORDER OF THE BOARD DIRECTORS PIERRE SHOIRY President and Chief Executive Officer CHRISTOPHER COLE Chairman of the Board of Directors WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR TABLE OF CONTENTS 5 MANAGEMENT INFORMATION CIRCULAR 29 DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES 5 GENERAL INFORMATION 30 ETHICAL BUSINESS BEHAVIOR AND CODE 5 SHARES AND QUORUM OF CONDUCT 5 PRINCIPAL SHAREHOLDERS 30 SHAREHOLDER ENGAGEMENT 31 COMPOSITION OF THE BOARD OF DIRECTORS 6 GLOSSARY OF TERMS 36 ROLE AND DUTIES OF THE BOARD OF DIRECTORS 10 GENERAL PROXY MATTERS 37 COMMITTEES OF THE BOARD OF DIRECTORS 10 PROXY SOLICITATION 10 YOUR VOTE IS IMPORTANT 39 COMPENSATION DISCUSSION AND ANALYSIS 10 VOTING 39 LETTER FROM THE CHAIR OF THE GOVERNANCE, ETHICS AND COMPENSATION COMMITTEE ON 12 COMPLETING THE FORM OF PROXY EXECUTIVE COMPENSATION 12 CHANGING YOUR VOTE 40 EXECUTIVE PAY PROGRAM AND PRACTICES 13 VOTING REQUIREMENTS 48 DESCRIPTION OF COMPENSATION PAID TO NEOS IN 2014 13 BUSINESS OF THE MEETING 54 SEVERANCE AND TERMINATION BENEFITS 13 PRESENTATION OF THE FINANCIAL 57 KEY COMPENSATION TABLES STATEMENTS 13 ELECTION OF DIRECTORS 60 OTHER IMPORTANT INFORMATION 13 APPOINTMENT OF AUDITORS 60 DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE 14 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION 60 AGGREGATE INDEBTEDNESS OF DIRECTORS AND OFFICERS 14 CONSIDERATION OF OTHER BUSINESS 60 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 15 NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS 60 MAIL SERVICE INTERRUPTION 15 DESCRIPTION OF THE NOMINEE DIRECTORS 61 HOW TO REQUEST MORE INFORMATION 23 BOARD AND COMMITTEE ATTENDANCE 61 SHAREHOLDER PROPOSALS FOR OUR NEXT ANNUAL SHAREHOLDER MEETING 23 DIRECTOR INDEPENDENCE 25 DIRECTORSHIPS OF OTHER REPORTING ISSUERS 61 APPROVAL OF DIRECTORS 25 ADDITIONAL DISCLOSURE RELATING TO DIRECTORS 62 SCHEDULE A - BOARD OF DIRECTORS CHARTER 26 DIRECTOR COMPENSATION 64 SCHEDULE B - POSITION DESCRIPTIONS 26 DIRECTOR MINIMUM SHARE OWNERSHIP 65 SCHEDULE C - LONG-TERM INCENTIVE PLANS REQUIREMENT 65 LTI PLAN 27 NON-EXECUTIVE DIRECTOR NOMINEE SHARE OWNERSHIP 68 PERFORMANCE SHARE UNIT PLAN 27 DIRECTOR COMPENSATION TABLE 28 UPCOMING CHANGES TO DIRECTOR COMPENSATION IN 2015 Corporation. References to the “Shares” and to the “Shareholders” MANAGEMENT respectively refer to the common shares and to the shareholders of INFORMATION CIRCULAR the Corporation. The information provided in this Circular is given as of April 9, 2015, unless otherwise indicated. GENERAL INFORMATION This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf SHARES AND QUORUM of the management (the “Management”) of WSP Global Inc. The record date for determination of Shareholders entitled to receive (the “Corporation” or “WSP”) for use at the annual meeting (the notice of and to vote at the Meeting is April 21, 2015 (the “Record “Meeting”) of holders (the “Shareholders”) of common shares Date”). As of April 9, 2015, there were 89,230,631 Shares issued (the “Shares”) of the Corporation, and any adjournment thereof, and outstanding. Each Share carries the right to one vote on all to be held at the time and place and for purposes set forth in the matters which come before the Meeting. Shareholders of record accompanying Notice of Annual Meeting of Shareholders (the are entitled to receive notice of and vote at the Meeting. The list “Notice”). No person has been authorized to give any information of Shareholders entitled to vote at the Meeting will be available or make any representation in connection with any other matters for inspection after April 21, 2015, during usual business hours at to be considered at the Meeting other than those contained in the office of the Corporation’s transfer agent, CST, located at 2001 this Circular and, if given or made, any such information or Robert-Bourassa Blvd., Suite 1600, Montreal, Quebec, H3A 2A6 representation must not be relied upon as having been authorized. and at the Meeting. On August 1, 2012, GENIVAR Inc. (“GENIVAR”) completed the Pursuant to the by-laws of the Corporation, a quorum of Shareholders acquisition of WSP Group plc, a multi-disciplinary professional is present at the Meeting if the holders of not less than twenty-five services consultancy based in London, United Kingdom (“U.K.”), percent (25%) of the Shares entitled to vote at the Meeting are pursuant to a scheme of arrangement under Part 26 of the U.K. present in person or represented by proxy, and at least two persons Companies Act 2006 (the “WSP Acquisition”). entitled to vote at the Meeting are actually present at the Meeting. Effective January 1, 2014, GENIVAR reorganized its corporate structure pursuant to a court-approved plan of arrangement (the PRINCIPAL SHAREHOLDERS “Arrangement”) under the Canada Business Corporations Act. The 5 Arrangement, which was approved by shareholders of GENIVAR As at April 9, 2015, to the knowledge of the executive officers and at the Annual and Special Meeting of Shareholders held on May Directors of the Corporation, the only persons who beneficially 23, 2013, and which received final approval of the Superior Court owned, directly or indirectly, or exercised control or direction over of Québec on May 27, 2013, resulted in the reorganization of Shares carrying 10% or more of the votes attached to all outstanding GENIVAR into a global company structure whereby WSP Global Shares are: Inc.
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