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SNC-LAVALIN GROUP INC. ANNUAL INFORMATION FORM Year Ended

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SNC-LAVALIN GROUP INC. ANNUAL INFORMATION FORM Year Ended SNC-LAVALIN GROUP INC. ANNUAL INFORMATION FORM Year Ended December 31, 2018 February 21, 2019 TABLE OF CONTENTS 1. CORPORATE STRUCTURE ........................................................................................................... 3 1.1 INCORPORATION OF THE COMPANY .............................................................................. 3 1.2 SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES .............................................. 3 2. GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................. 5 3. DESCRIPTION OF THE BUSINESS .............................................................................................. 15 3.1 GENERAL ....................................................................................................................... 15 3.2 REVENUE BACKLOG ....................................................................................................... 18 3.3 RISK FACTORS ................................................................................................................ 18 3.4 HUMAN RESOURCES ..................................................................................................... 19 3.5 THE VALUES THAT GUIDE US ........................................................................................ 19 4. DIVIDENDS ............................................................................................................................... 21 5. CAPITAL STRUCTURE ............................................................................................................... 21 6. MARKET FOR SECURITIES ........................................................................................................ 25 7. DIRECTORS AND OFFICERS ...................................................................................................... 26 8. LEGAL PROCEEDINGS ............................................................................................................... 31 9. AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT ................................. 38 10. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ............................ 38 11. TRANSFER AGENT AND REGISTRAR ......................................................................................... 38 12. MATERIAL CONTRACTS ............................................................................................................ 38 13. EXPERTS ................................................................................................................................... 39 14. AUDIT COMMITTEE ................................................................................................................. 39 15. CAUTION REGARDING FORWARD-LOOKING STATEMENTS .................................................... 42 16. ADDITIONAL INFORMATION .................................................................................................... 43 SCHEDULE “A” MANDATE OF THE AUDIT COMMITTEE ....................................................................... 44 2 1. CORPORATE STRUCTURE 1.1 INCORPORATION OF THE COMPANY SNC-Lavalin Group Inc. (the “Company”) was incorporated under the laws of Canada on May 18, 1967 and was continued under the Canada Business Corporations Act (“CBCA”) on March 24, 1980. The articles of the Company were amended on several occasions, including for the following purposes: the split (in 1996) of its outstanding shares on a three-for-one basis, the change of its name, the creation of new classes of shares and the reorganization of its outstanding share capital, the modification of the maximum number of directors, the addition of a requirement that at least ⅔ of the directors must not be employees of the Company or its affiliates and the re-designation of its class A subordinate voting shares as common shares, and to permit the appointment by the Board of Directors of one or more additional directors to hold office until the close of the next annual meeting of shareholders, subject to the total number of directors so appointed not exceeding ⅓ of the number of directors elected at the previous annual meeting of shareholders. The Company’s head and registered office is located at 455 René-Lévesque Boulevard West, Montreal, Quebec, Canada H2Z 1Z3. Reference in this Annual Information Form to “SNC-Lavalin” means, as the context may require, the Company and all or some of its subsidiaries, joint arrangements or associates, or the Company or one or more of its subsidiaries, joint arrangements or associates. Unless otherwise stated, currency amounts in this Annual Information Form are presented in Canadian dollars, or “$” or “CA$”. 1.2 SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES The chart appearing on the next page lists the main subsidiaries, joint arrangements and associates of SNC- Lavalin, as well as the principal capital investments in which the Company participates, their jurisdiction of incorporation (Canada or any of the provinces or territories, unless otherwise indicated) and the percentage of voting shares or other interests beneficially owned, controlled or directed, directly or indirectly, by SNC- Lavalin. 3 Percentage Percentage of voting of voting securities securities held held Subsidiaries, Joint Arrangements and Associates Subsidiaries, Joint Arrangements and Associates (continued) 407 East Construction General Partnership (Ontario) 50% ◊ SNC-Lavalin Romania S.A. (Romania) 100% Atkins Limited (United Kingdom) 100% SNC-Lavalin (Proprietary) Limited (South Africa) 100% Atkins US Holdings, Inc. (Delaware) 100% SNC-Lavalin Stavibel Inc. (Canada) 100% Canadian National Energy Alliance Ltd. (Canada) 50% ◊ SNC-Lavalin UK Limited (United Kingdom) 100% Candu Energy Inc. (Canada) 100% The Atkins North America Holdings Corporation 100% (Florida) Comprehensive Decommissioning International, LLC 40% ◊ The SNC-Lavalin Corporation (Delaware) 100% (Delaware) Crosslinx Transit Solutions Constructors G.P. (Alberta) 25% ◊ UGL Kentz Joint Venture (Australia) 50% ◊ Faithful + Gould Limited (United Kingdom) 100% Valerus Field Solutions Holdings LLC (Delaware) 100% Evergreen Rapid Transit Holdings Inc. (Alberta) 100% WS Atkins Limited (United Kingdom) 100% Infrastructure Famille Santé Inc. (Canada) 100% Kentz Canada Holdings Limited (Canada) 100% Kentz Corporation Limited (Channel Islands) 100% Kentz Pty Ltd. (Australia) 100% Capital Investments Kentz US Holdings Inc. (Delaware) 100% 407 East Development Group General 50% ♣ Partnership (Ontario) Linxon Pvt Ltd (United Kingdom) 51% 407 International Inc. (Ontario) 16.77% ♣ NouvLR General Partnership (Quebec) 24% ◊ Crosslinx Transit Solutions General Partnership 25% ♣ (Alberta) P.T. SNC-Lavalin TPS (Indonesia) 95% InPower BC General Partnership (British Columbia) 100% ♣ Saudi Arabia Kentz Co. LLC (Saudi Arabia) 75% Myah Tipaza S.p.A. (Algeria) 25.5% ♣ Signature on the Saint Lawrence Construction G.P. 45% ◊ Rideau Transit Group General Partnership 40% ♣ (Quebec) (Canada) SLN-Aecon JV (Canada) 50% ◊ Shariket Kahraba Hadjret En Nouss S.p.A. (Algeria) 26% ♣ SNC-Dragados-Pennecon G.P. (Canada) 40% ◊ SNC-Lavalin Highway Holdings Inc. (Canada) 100% SNC-Lavalin (Belgium) 100% SNC -Lavalin Infrastructure Partners LP (Canada) 20% ♣ SNC-Lavalin Algérie EURL (Algeria) 100% Signature on the Saint-Laurent Group G.P. 50% ♣ (Quebec) SNC-Lavalin Arabia LLC (Saudi Arabia) 100% TC Dôme S.A.S. (France) 51% ♣ SNC-Lavalin ATP Inc. (Canada) 100% SNC-Lavalin Australia Pty. Ltd. (Australia) 100% SNC-Lavalin Capital Inc. (Canada) 100% SNC-Lavalin Chile S.A. (Chile) 100% SNC-Lavalin Colombia S.A.S (Colombia) 100% SNC-Lavalin Construction (Atlantic) Inc. (Canada) 100% SNC-Lavalin Construction Inc. (Canada) 100% SNC-Lavalin Construction (Ontario) Inc. (Canada) 100% SNC-Lavalin Constructors Inc. (Delaware) 100% SNC-Lavalin Constructors International Inc. (Canada) 100% SNC-Lavalin Constructors (Pacific) Inc. (Canada) 100% SNC-Lavalin Defence Programs Inc. (Canada) 100% SNC-Lavalin Engineering India Private Limited (India) 100% SNC-Lavalin Engineers & Constructors Inc. (Texas) 100% SNC-Lavalin Europe B.V. (Netherlands) 100% SNC-Lavalin Europe S.A.S. (France) 100% SNC-Lavalin (GB) Holdings Limited (United Kingdom) 100% SNC-Lavalin (GB) Limited (United Kingdom) 100% Subsidiary SNC-Lavalin GEM Ontario Inc. (Ontario) 100% ♦ Associate SNC-Lavalin GEM Québec Inc. (Quebec) 100% ♣ Capital investment entity SNC-Lavalin Inc. (Canada) 100% ◊ Joint Arrangement SNC-Lavalin International Inc. (Canada) 100% SNC-Lavalin International Inc. and Zuhair Fayez 50% ◊ Engineering Consultancies Company (Saudi Arabia) SNC-Lavalin International S.A.S. (France) 100% SNC-Lavalin Major Projects Inc. (Canada) 100% SNC-Lavalin (Malaysia) Sdn. Bhd. (Malaysia) 100% SNC-Lavalin Nuclear Inc. (Canada) 100% SNC-Lavalin Operations & Maintenance Inc. (Canada) 100% SNC-Lavalin Perú S.A. (Peru) 100% SNC-Lavalin Polska Sp. Zo.o. (Poland) 100% SNC-Lavalin Projetos Industriais Ltda (Brazil) 100% SNC-Lavalin Rail & Transit Limited (United Kingdom) 100% 4 2. GENERAL DEVELOPMENT OF THE BUSINESS The highlights relating to the development of the Company’s business over the past three (3) years are described below. 2018 Goodwill Impairment and 2018 Results On January 28, 2019, SNC-Lavalin announced that its full year 2018 results will be lower than expected, with lower segment earnings before interest and income taxes (“EBIT”) in the Mining & Metallurgy and Oil & Gas segments
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