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Management Information Circular March 20, 2015 We create communities Stantec Inc. 1 Invitation to Shareholders 8 Notice of Annual General Meeting 9 Questions and Answers on Voting 10 Business of the Meeting 13 1 Financial Statements 13 2 Election of Directors 13 3 Appointment of Auditor 13 4 Nonbinding Advisory Vote on Executive Compensation 14 Nominees for Election to Board of Directors 15 Director Compensation 22 Compensation Philosophy and Approach 22 Components of Compensation 22 Directors’ Total Compensation for 2014 24 2015 Director Compensation Review 24 Board of Directors Information 25 Role and Duties of the Board of Directors 25 Corporate Governance Practices 26 Composition of the Board 27 Serving on Our Board 29 Committee Reports 32 Audit and Risk Committee 32 Corporate Governance and Compensation Committee 34 Executive Compensation Overview 36 Letter from the Corporate Governance and Compensation Committee 36 Compensation Discussion and Analysis 38 2014 Compensation Details 48 Employment Agreements 50 Additional Information 54 Currency 54 Stock Split 54 Interest of Certain Persons in Matters to be Acted Upon 54 2014 Shareholder Proposals 54 Continuous Disclosure 54 Shareholder Feedback 55 Directors’ Approval 55 Schedule A - Activities of the Audit and Risk Committee in 2014 56 Schedule B - Activities of the Corporate Governance and Compensation Committee in 2014 58 Schedule C - Stantec Long-Term Incentive Plan 59 2 2015 Management Information Circular Stantec Inc. 3 . 4 2015 Management Information Circular Stantec Inc. 5 6 2015 Management Information Circular Stantec Inc. 7 Invitation to Shareholders Dear Fellow Shareholder: The Stantec board of directors and management team invite you to attend the annual general meeting of shareholders of Stantec Inc. Details of the meeting follow: Date: Thursday, May 14, 2015 Time: 10:30 AM (MDT) Place: Metropolitan Conference Centre 333 – 4th Avenue S.W. Calgary, Alberta During the meeting, we will review the Company’s 2014 operating and financial performance and outline our strategy going forward. Enclosed in this package are the Notice of Meeting, Form of Proxy, and Management Information Circular. Please return the Form of Proxy as soon as possible to ensure that your vote is recorded. Thank you for your continuing support. Sincerely, Aram Keith, Chair Bob Gomes, P. Eng. Board of Directors President & CEO 8 2015 Management Information Circular Notice of Annual General Meeting Notice is hereby given that Stantec Inc. (“Stantec” or the “Company”) will hold its annual general meeting of shareholders on Thursday, May 14, 2015, at the Metropolitan Conference Centre, 333 – 4th Avenue S.W., Calgary, Alberta. The meeting will be held to 1 Receive Stantec’s financial statements for the financial year ended December 31, 2014, together with the auditors’ report on those statements 2 Elect the directors of Stantec 3 Appoint the auditors of Stantec and authorize the directors to fix the auditors’ remuneration 4 Consider a nonbinding advisory resolution on Stantec’s approach to executive compensation 5 Transact any other business as may properly be brought before the meeting The accompanying Management Information Circular contains additional information regarding these matters and forms part of this notice. Stantec’s 2014 audited financial statements are included in our 2014 Annual Report, which is available free of charge to shareholders upon request. The board has fixed the close of business on March 20, 2015, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. Only shareholders of record on such date are entitled to vote on these matters at the meeting. By order of the board of directors, Paul J. D. Alpern Senior Vice President, Secretary and General Counsel March 20, 2015 Stantec Inc. 9 Questions and Answers on Voting Q. Who can attend and vote at the meeting? Q. How can I vote if I am a registered shareholder? If you hold common shares of Stantec as of the close of business on March 20, 2015, you have the right to attend As a registered shareholder, you can vote in any of the the meeting and cast one vote for each common share following ways: that you hold. A. By Proxy Q. What items of business am I voting on? • Internet: Visit the website shown on your proxy form. Refer to your holder account number and You will be voting on control number shown on your proxy form, and • The election of Stantec’s directors follow the online instructions. • The appointment of Stantec’s auditors • Telephone: Call the toll-free telephone number • A nonbinding advisory vote on Stantec’s shown on your proxy form. Refer to your holder approach to executive compensation account number and control number shown on Please see the Business of the Meeting section of this your proxy form, and follow the instructions. circular for more information on these matters. Note: You cannot appoint anyone other than Aram H. Keith or Robert J. Gomes as your Q. Am I a registered or beneficial shareholder? proxy holder if you vote by phone. You are a registered shareholder if you hold any common • Mail or hand delivery: Complete, sign, date, and shares in your own name. return your proxy form in the envelope provided. You are a beneficial shareholder if • Appoint another person to attend the meeting to • Your common shares are held by an vote your shares for you: You can appoint intermediary, such as a bank, securities broker, someone else to represent you at the meeting. trust company, trustee, or other nominee who This person does not need to be a shareholder of holds your common shares on your behalf, or Stantec but must attend the meeting to vote your • You hold your common shares through Stantec’s shares. Complete your proxy form—on paper or Employee Share Purchase Plan, for which online—by printing the person’s name in the Manulife Financial is the trustee in Canada and space provided. Make sure that the person you Computershare Trust Company is the trustee in appoint is aware that he or she has been the United States appointed as your proxy holder and attends the If you are not sure whether you are a registered or meeting. When your proxy holder arrives at the beneficial shareholder, please contact Computershare, meeting, he or she must register with a Stantec’s transfer agent and registrar, at 1-800-564-6253 Computershare representative before entering (North America) or 1-514-982-7555 (International). the meeting. B. In Person Do not complete or return your proxy form; instead, simply attend the meeting where your vote will be taken and counted. When you arrive at the meeting, please register with a Computershare representative before entering the meeting. 10 2015 Management Information Circular Q. How can I vote if I am a beneficial Q. Who is soliciting my proxy? shareholder? Stantec’s management is soliciting your proxy, and the If you are a beneficial shareholder, you will receive all costs for doing so (including the costs of mailing materials through an investment dealer or other materials to our objecting beneficial owners) will be borne intermediary. Carefully follow the intermediary’s by Stantec. In addition to soliciting proxies by mail, procedures when completing your voting instruction form. employees of Stantec may also solicit proxies via Return the form promptly to ensure that your shares are telephone, email, or in person. If determined advisable, voted at the meeting. Stantec may retain an agency to solicit proxies for Stantec If you are a beneficial shareholder and want to vote in in Canada and the United States. person at the meeting, insert your own name in the space Q. How will my shares be voted if I return provided on your voting instruction form, and carefully my proxy form? follow the instructions. When you arrive at the meeting, please register with a Computershare representative By completing and returning a proxy form, you are before entering the meeting. authorizing the person or people named in your proxy to attend the meeting and vote your shares on each item of Q. How can I vote if I am an employee business that you are entitled to vote on according to your shareholder? instructions. Note: If you have appointed Aram H. Keith If you hold shares through Stantec’s Employee Share or Robert J. Gomes as your proxy holder and you do not Purchase Plan, you can direct the trustee of the plan provide him with instructions, he will vote your shares as (Manulife in Canada and Computershare in the United follows: States) to vote your employee shares as you instruct. • FOR electing each of the nominated directors Provide instructions as follows: listed in this circular • • Mail or hand delivery: Complete your proxy FOR appointing Ernst & Young LLP as auditors form following the instructions on it, and return for the Company and authorizing the board to it by mail or delivery. fix their remuneration • • Telephone: Call the toll-free telephone number FOR accepting Stantec’s approach to executive shown on your proxy form. Refer to your holder compensation account number and control number on your If you are appointing someone else to vote your shares for proxy form, and follow the instructions. you at the meeting, your proxy holder will vote your Note: You cannot appoint anyone other than shares as he or she sees fit according to your voting Aram H. Keith or Robert J. Gomes as your instructions. proxy holder if you vote by phone. Q. What happens if there are amendments, • Internet: Visit the website shown on your proxy variations, or other matters brought before form. Refer to your holder account number and the meeting? control number on your proxy form, and follow the online instructions.

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