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Proxy Circular and Navigation and Task Buttons Notice of Annual Meeting of Shareholders Welcome to SNC-Lavalin’s Management Proxy Circular and Navigation and Task buttons Notice of Annual Meeting of Shareholders. This pdf version of the Circular has been enhanced with navigation and Close Document task buttons to help you navigate through the document and Search find the information you want more quickly. The table of contents and URLs link to pages and sections within the document as well Print as to outside websites. The task buttons provide quick access to Save to Disk search, print, save to disk and view options, but may not work on all browsers or tablets. Two Page View Single Page View Table of Contents Next Page Previous Page Last Page Visited Table of Contents INVITATION TO SHAREHOLDERS 3 / NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF MEETING MATERIALS 4 / VOTING INFORMATION 6 / BUSINESS OF THE 2018 ANNUAL MEETING OF SHAREHOLDERS 9 / INFORMATION ON OUR DIRECTOR NOMINEES 11 / DIRECTORS’ COMPENSATION DISCUSSION AND ANALYSIS 18 / BOARD COMMITTEE REPORTS 22 / EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 29 / STATEMENT OF CORPORATE GOVERNANCE PRACTICES 50 / OTHER INFORMATION 63 / SCHEDULE A – SHAREHOLDER PROPOSALS 64 / SCHEDULE B – MANDATE OF THE BOARD OF DIRECTORS 67 / SCHEDULE C – SUMMARY OF LEGACY LONG-TERM INCENTIVE PLANS 70 Glossary of Terms AIF Annual Information Form Executive Committee A committee established by AIP Annual Incentive Plan management comprised of the President and CEO and eleven (11) other Senior Officers Atkins WS Atkins plc G&E Committee Governance and Ethics Committee of the Board or Board of Directors SNC-Lavalin Group Inc.’s board Board of directors Harvest Harvest Retirement Program CCAA Companies’ Creditors Arrangement Act Harvest Plus Harvest Plus Retirement Savings Program CCO Chief Compliance Officer HR Committee Human Resources Committee of the Board CD&A Executive Compensation Discussion and Analysis IFRS International Financial Reporting Standards CDO Corporate Development Officer HSSE Health, Safety, Security and Environment CEO Chief Executive Officer Kentz Kentz Corporation Limited CFO Chief Financial Officer LTIP Long-Term Incentive Plan COO Chief Operating Officer MD&A Management’s Discussion and Analysis CSA Canadian Securities Administrators Meeting SNC-Lavalin Group Inc.’s annual meeting of Chairman / Chair Chairman of the Board / Chairs of the shareholders to be held on May 3, 2018 Committees MSOP Management Share Ownership Program Committee A committee established by the Board of Directors of the Company NEOs Named Executive Officers Common Shares SNC-Lavalin Group Inc.’s common shares PSUs Performance Share Units Company SNC-Lavalin Group Inc. PSUP Performance Share Unit Plan Computershare Computershare Investor Services Inc. RSUs Restricted Share Units DCPP Defined Contribution Pension Plan RSUP Restricted Share Unit Plan Directors Members of the Board of Directors of the Company Say on Pay Non-binding advisory vote on the Company’s approach to executive compensation D-DSUs Director Deferred Share Units Senior Officers Group composed of the President and CEO, D-DSUP Director Deferred Share Unit Plan the EVP and CFO and other individuals reporting directly to E&C Engineering and Construction the President and CEO, as determined by the HR Committee EBITDA Earnings before interest, taxes, depreciation and SERP Supplemental Executive Retirement Plan amortization SG&A Selling, General and Administrative Expenses E-DSUs Executive Deferred Share Units SNC-Lavalin SNC-Lavalin Group Inc. E-DSUP Executive Deferred Share Unit Plan Stock Option Plan Any of SNC-Lavalin Group Inc.’s two Employment Agreements Executive Employment Agreements (2) active Stock Option Plans established in 2011 and 2013 EPS Earnings per share SWPR Committee Safety, Workplace and Project Risk Committee of the Board ESOP Employee Share Ownership Plan TDC Total Direct Compensation EVP Executive Vice-President TSR Total Shareholder Return TSX Toronto Stock Exchange Invitation to Shareholders Dear Fellow Shareholders: On behalf of the Board of Directors, management and employees of SNC-Lavalin, we are pleased to invite you to this year’s annual meeting of shareholders to be held in the convention room on Level 5 of the Palais des congrès, located at 1001 Place Jean-Paul-Riopelle, Montreal, Quebec, H2Z 1M2, Canada, on Thursday, May 3, 2018, at 11:00 a.m. (Eastern Time). For SNC-Lavalin, 2017 was a pivotal year. The Atkins acquisition enabled us to deepen our service and technological capabilities, expand our global footprint and add 18,000 people to our workforce. We have overhauled our senior management team and our Board of Directors, and built one of the industry’s most robust ethics and compliance programs. We have reshaped our organization’s focus, along six lines of business in which we can be among the world’s very best. This Canadian champion is now geared for global growth. It is a great honour for me to take on the role of Chairman of SNC-Lavalin. Your Board is a renewed one, where the average tenure of directors is less than three years and this is matched by only five others among the top 100 Canadian companies. Your Board is also diverse, in both experience and gender, with 27% of our corporate directors now women. This gives us greater gender diversity than many Canadian boards, and puts us ahead of our 2018 gender diversity target of 20%, providing strength and expertise to the Board. Strong governance and accountability matter. They will be our hallmarks as we build a top global engineering firm that is rooted in Canada. We are moving beyond the legacy issues of the past, settling with Quebec’s public bodies through the Voluntary Reimbursement Program in 2017. We welcome the Government of Canada’s public consultation process on a Deferred Prosecution framework as part of modernizing the Canadian environment for doing business. To build a globally successful Canadian engineering champion, the playing field must be level. Deferred prosecution agreements, or similar accountability mechanisms, have enabled global companies, such as Hewlett Packard, Rolls Royce, Siemens and Alstom among others, both to assume their public responsibilities and to move their businesses forward. We look forward to the tabling of Canadian legislation that mirrors what countries with which we trade, such as the U.K., Australia, the U.S. and France, already have in place. With our reshaped sectors orientated toward higher growth and higher margin businesses, SNC-Lavalin is focused on the future. A new corporate vision, based on core values of Safety, Integrity, Collaboration and Innovation, capture our commitment to being a global leader that builds what matters-ethically, sustainably and innovatively. Being selected as the lead partner of the consortium to build the imaginative REM project in Montreal is very much in line with our new vision. Canada needs corporate champions capable of competing successfully in competitive international markets. Companies that are talent focused, able to attract and keep the next generation of skilled graduates and workers here in Canada. Companies that are innovation focused, constantly striving to be at the leading edge of technological change. Companies that are focused on social responsibility, investing in sustainability, governance and civil society partners. We live in times of considerable technological disruption and geopolitical turbulence, creating new opportunities and presenting new challenges. Canadian firms have to be globally competitive to be successful, at home as well as abroad. That is our vision for SNC-Lavalin. All of us on the Board are committed to helping this renewed and reinvigorated Canadian company achieve its potential, creating good jobs, strong revenue growth and healthy shareholder returns in the process. In closing, on behalf of the Board of Directors, I want to express our deep appreciation to Mr. Larry Stevenson, who retired from the Board as the Chairman and a Director at the end of 2017. He served SNC-Lavalin very well for many years and is richly deserving of our thanks. As well, I want to express our appreciation to our CEO, Neil Bruce, to the management team and to all employees of SNC-Lavalin for their commitment to the Company and its future. Yours truly, Kevin G. Lynch (signed) Chairman SNC-Lavalin 2018 Management Proxy Circular 3 Notice of 2018 Annual Meeting of Shareholders and Notice of Availability of Meeting Materials To the shareholders of SNC-Lavalin Group Inc. (the “Company”): NOTICE OF MEETING NOTICE IS HEREBY GIVEN THAT the 2018 annual meeting of the shareholders (the “Meeting”) of the Company will be held in the convention room on Level 5 of the Palais des congrès, located at 1001 Place Jean-Paul-Riopelle, Montreal, Quebec, H2Z 1M2, Canada, on Thursday, May 3, 2018, commencing at 11:00 a.m., Eastern Time, for the following purposes: 1. to receive the consolidated financial statements of the Company for the year ended December 31, 2017 and the auditor’s report thereon (for details, see subsection 1 under the “Business of the 2018 Annual Meeting of Shareholders” section of the Management Proxy Circular dated March 12, 2018); 2. to elect the Directors for the ensuing year (for details, see subsection 2 under the “Business of the 2018 Annual Meeting of Shareholders” section of the Management Proxy Circular dated March 12, 2018); 3. to appoint the auditor for the ensuing year and to authorize the Directors of the Company to fix the auditor’s remuneration (for details, see subsection 3 under the “Business of the 2018 Annual Meeting of Shareholders” section of the Management Proxy Circular dated March 12, 2018); 4. to consider and, if deemed appropriate, to adopt a resolution providing for a non-binding advisory vote on the Company’s approach to executive compensation (the full text of the resolution is reproduced in subsection 4 under the “Business of the 2018 Annual Meeting of Shareholders” section of the Management Proxy Circular dated March 12, 2018); 5.
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