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 COMPENSATION DISCUSSION AND ANALYSIS 10 YOUR VOTE IS IMPORTANT 39 39 LETTER FROM THE CHAIR OF THE GOVERNANCE, 10 VOTING ETHICS AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION 12 COMPLETING THE FORM OF PROXY 40 EXECUTIVE PAY PROGRAM AND PRACTICES 12 CHANGING YOUR VOTE 48 DESCRIPTION OF COMPENSATION PAID TO 13 VOTING REQUIREMENTS 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 60 13 APPOINTMENT OF AUDITORS DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE 14 NON-BINDING ADVISORY VOTE ON 60 EXECUTIVE COMPENSATION 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 62 SCHEDULE A - BOARD OF DIRECTORS CHARTER DIRECTORS 64 SCHEDULE B - POSITION DESCRIPTIONS 26 DIRECTOR COMPENSATION 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. replaced GENIVAR as the publicly traded company in all of the provinces and territories of Canada, the same jurisdictions as those of NUMBER OF SHARES BENEFICIALLY OWNED, PERCENTAGE OF NAME GENIVAR prior to the Arrangement. As part of the Arrangement, CONTROLLED SHARES OUTSTANDING GENIVAR became a wholly-owned subsidiary of the Corporation OR DIRECTED and was rebranded to WSP Canada Inc. Following the Arrangement, the articles, by-laws, directors, executive officers, corporate plans, Caisse de dépôt et placement du Québec 15,669,525 17.59 % governance and compensation policies and practices of GENIVAR (“Caisse”) remained the same for the Corporation, except for such revisions which were required to reflect the Arrangement. Canada Pension Plan In this Circular, unless otherwise noted or the context otherwise Investment Board 15,537,501 17.41 % indicates, references to “WSP” or the “Corporation” refer to (“CPPIB”) GENIVAR Inc. prior to the Arrangement and, following the Arrangement, refer to WSP Global Inc., being the publicly traded corporation that is the successor issuer of GENIVAR Inc. References to “GENIVAR” refer to GENIVAR Inc. prior to the Arrangement. References to “WSP Global” refer to WSP Global Inc. Where the context requires, these terms also include subsidiaries and associated companies. References in this Circular to the “Board of Directors” or “Board” refer to the board of directors of GENIVAR prior to the Arrangement and, following the Arrangement, refer to the board of directors of the

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR GLOSSARY OF TERMS

The following is a glossary of certain “Audit Committee” “COO” terms used in this Circular, including the means the audit committee of the Board means the Chief Operating Officer of the summary hereof. of Directors; Corporation;

“2014 Peer Group” “Black-Out Period” “Chairman” means the peer group described under "Compensation Discussion and Analysis means a period during which designated means the chairman of the Board of - New Compensation and Performance employees of the Corporation cannot Directors; Peer Groups for 2014"; trade Shares pursuant to the Corporation’s policy respecting restrictions on employee trading which is in effect at that time “Circular” “2014 Share Ownership Requirement” (which, for greater certainty, does not means this management information include the period during which a cease has the meaning ascribed to such term circular of the Corporation dated April 9, trade order is in effect to which the under “Director Compensation” - 2015, together with all schedules hereto, Corporation, or in respect of an Insider, “Director Minimum Share Ownership distributed to Shareholders in connection that Insider, is subject); Requirement”; with the Meeting;

“Board of Directors” or “Board” “2015 Share Ownership Requirement” “Clawback Policy” refers to the board of directors of has the meaning ascribed to such means the executive compensation GENIVAR prior to the Arrangement and, term under “Director Compensation” clawback policy described under following the Arrangement, to the board - “Upcoming Changes to Director “Compensation Discussion and Analysis of directors of the Corporation; Compensation in 2015”; - Executive Compensation Clawback Policy”;

“AIF” “Broader Peer Group” “Code” means the annual information form of means the peer group described under the Corporation dated March 31, 2015, “Compensation Discussion and Analysis means, collectively, the amended Code in respect of the year ended December - New Compensation and Performance of Conduct and the US Supplement, the 31, 2014; Peer Groups for 2014”; Gift, Entertainment and Hospitality Policy, the Working with Third Parties Policy and the Understanding Bribery Issues Policy of “April 2013 Amendment” “BSM” the Corporation; means the amendments made to the means the Black-Scholes-Merton option Corporation’s LTI Plan on April 15, 2013, valuation model; as described in Schedule C; “Committees” means, collectively, the Audit Committee “CDN” and the Governance, Ethics and “April 2014 Amendments” means Canada; Compensation Committee and, where the means the amendments made to the context requires, the Special Committee; Corporation’s LTI Plan on April 22, 2014, “Caisse” as described in Schedule C; means Caisse de dépôt et placement du “Corporate Secretary” Québec; means the Corporate Secretary of the “Arrangement” Corporation; means the court-approved plan of “CEO” arrangement under the Canada Business Corporations Act pursuant to which, means the Chief Executive Officer of the “Corporation” or “WSP” effective January 1, 2014, GENIVAR Corporation; refers to GENIVAR Inc. prior to reorganized its corporate structure into the Arrangement and, following the a global company structure whereby the Arrangement, refers to WSP Global Inc.; WSP Global Inc. replaced GENIVAR as “CFO” the publicly traded company; means the Chief Financial Officer of the Corporation; “Corporate Governance Guidelines” “Dividend Equivalent” “Insider” means the corporate governance means the equivalent amount of the has the meaning given to this term in the guidelines of the Corporation, approved dividend paid on a Share for each Securities Act (Québec), as such legislation by the Board as of March 17, 2015 as bookkeeping entry of a RSU or a PSU, may be amended, supplemented or amended from time to time; as applicable; replaced from time to time; “EBITDA” “CPPIB” means earnings before non-underlying “Lead Director” means Canada Pension Plan Investment items, financial expenses, income means the lead independent director of Board; tax expenses and depreciation and the Board of Directors; amortization;

“C SA” “LTI Plan” “Eligible Participants” means the Canadian Securities the Corporation's long-term incentive Administrators; means the persons who shall be eligible plan, as it may be amended from time to to receive Options or RSUs under the time; LTIP, or the persons who shall be entitled “CSA Audit Committee Rules” to receive PSUs under the PSU Plan, as means National Instrument 52‐110 - Audit applicable; “LTIPs” Committees; means, collectively, the LTI Plan and the “Employee Shares” PSU Plan; “CSA Disclosure Instrument” means the Shares purchased by employees of the Corporation or its subsidiaries under means National Instrument 58-101 - “Management” the ESPP; 7 Disclosure of Corporate Governance means the management of the Practices; Corporation; “ESPP”

“CSA Governance Policy” means the Employee Share Purchase Plan “March 2015 Amendments” means National Policy 58-201 - Corporate of the Corporation, as it may be amended from time to time; has the meaning ascribed to such term Governance Guidelines; under “SCHEDULE C - LONG-TERM INCENTIVE PLANS - LTI Plan”; “GBP” “CST” means Pounds Sterling; means CST Trust Company; “Market Value” means the five trading day volume “GENIVAR” weighted average price of the Shares on “DEN” refers to GENIVAR Inc. prior to the the TSX prior to issuance of an RSU, a means Denmark; Arrangement; PSU or an Option, as applicable;

“DSO” “Governance, Ethics and Compensation “Meeting” means days sales outstanding; Committee” or “GECC” means the annual meeting of Shareholders means the governance, ethics and to be held on May 21, 2015, and any compensation committee of the Board adjournment(s) thereof; “Directors” of Directors; means the directors of the Corporation; “Meeting Materials” “IFRS” means the Circular, the Notice and other means International Financial Reporting proxy-related materials; Standards;

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR “Mercer” “Option Price” “Period” means Mercer (Canada) Limited; means the price per Share to be payable means the period from January 1, 2010 upon the exercise of Options under the to December 31, 2014 for the purposes of calculating the cumulative Total “Minimum Annual Requirement” LTIP; Shareholder Return under the section has the meaning ascribed to such term “Compensation Discussion and Analysis under “Director Compensation” - “Up- “Options” — Performance Graph”; coming Changes to Director Compen- sation in 2015”; means options granted by the Corporation pursuant to the LTI Plan; “Proxyholder” “Named Executive Officers” or “NEOs” means the person named on the form of proxy; means the CEO and the CFO, and each “Orientation and Development Plan” of the three most highly compensated means the Corporation’s Directors executive officers (or the three most Orientation Plan and Development “PSU” highly compensated individuals acting in Program; a similar capacity) other than the CEO means performance share units granted or and the CFO in the Corporation’s last to be granted by the Corporation pursuant completed financial year, being Pierre “Participants” to the PSU Plan; Shoiry, Alexandre L’Heureux, Paul Dollin, means Eligible Participants when such David Ackert and David Cooper; Eligible Participants are granted Options “PSU Plan” or RSUs under the LTI Plan or PSUs under means the Corporation’s performance the PSU Plan, as applicable; “Named Proxyholders” share unit plan, as it may be amended means Pierre Shoiry and Valéry Zamuner; from time to time; “Parsons Brinckerhoff Acquisition” means the acquisition by the Corporation “NI 54-101” “Record Date” of all the issued and outstanding capital means April 21, 2015, being the date for means National Instrument 54-101 – stock of the entities comprising the determination of Shareholders entitled Communication with Beneficial Owners of business of Parsons Brinckerhoff Group to receive notice of and to vote at the Securities of a Reporting Issuer; Inc. on October 31, 2014; Meeting;

“Nominee” “Peer Groups” “Restriction Period” means a bank, trust company, securities has the meaning ascribed to such term broker or other financial institution means the period during which RSUs under “Compensation Discussion and or PSUs, as applicable, may vest, which holding the Shares of a non-registered Analysis” - “Benchmarking”; Shareholder; period shall end no later than December 31 of the calendar year which is three (3) years after the calendar year in which “Performance Period” “Nominee Directors” RSUs or PSUs were granted; means the period over which the means each of the proposed director performance criteria and other vesting nominees under this Circular, namely conditions of RSUs or PSUs, as applicable, “RSU” Richard Bélanger, Christopher Cole, will be measured and which shall end no means restricted share units granted or to Birgit Nørgaard, Josée Perreault, George later than December 31 of the calendar be granted by the Corporation pursuant J. Pierson, Pierre Seccareccia, Pierre year which is three (3) years after the to the LTI Plan; Shoiry and Pierre Simard; calendar year in which RSUs or PSUs, as applicable, were granted; “Shareholders” “Notice” means holders from time to time of Shares; means the Notice of Annual Meeting of Shareholders; “Shares” “U.K.” means the common shares of the means United Kingdom; Corporation;

“USA” “Special Committee” means the United States of America; means the special committee of independent directors formed to review any internal or external allegation of “Vesting Date” illegal conduct, including any allegation means the date on which, after the end of made in the context of the Charbonneau the Performance Period, the Governance, Commission; Ethics and Compensation Committee determines that the vesting conditions of RSUs or PSUs, as applicable (including the “Standard Life” performance criteria, if any) are met, but means Standard Life Trust Company; no later than the last day of the Restriction Period;

“STIP” means the short-term incentive plan of the “Vesting Percentage” Corporation; means, with respect to PSUs, the percentage of performance achieved during a specified Performance Period, as “Tax Act” assessed by the Governance, Ethics and 9 means the Income Tax Act (Canada); Compensation Committee on the Vesting Date in light of the performance criteria set for the Performance Period; “Total Shareholder Return” or “TSR” means the Corporation’s total shareholder “Vested PSUs” return over a specified period; means, with respect to PSUs, the number of PSUs granted to such Participant on “Transaction Bonuses” the grant date multiplied by the Vesting has the meaning ascribed to such term Percentage. under “Compensation Discussion and Analysis” - Description of Compensation paid to NEOs in 2014”;

“WSP Acquisition” means the acquisition of WSP Group plc by GENIVAR, pursuant to a scheme of arrangement under Part 26 of the U.K. Companies Act 2006, on August 1, 2012;

“TSX” means the Toronto Stock Exchange;

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR GENERAL PROXY by proxy by mail MATTERS Complete your form of proxy and return it in the business reply envelope provided or by delivery to one of CST’s principal offices PROXY SOLICITATION in Halifax, Montreal, Toronto, Calgary or Vancouver for receipt before 5:00 p.m. (Montreal time) on May 19, 2015 or with the The solicitation of proxies by this Circular is being made by or Secretary of the Meeting prior to commencement of the Meeting on behalf of Management primarily by mail, but proxies may also on the day of the Meeting or on the day of any adjournment or be solicited via the Internet, by telephone, in writing or in person, postponement thereof. A list of addresses for the principal offices by Directors, officers or regular employees of the Corporation who of CST is set forth at the end of this Circular. will receive no compensation therefore in addition to their regular remuneration. The cost of the solicitation is expected to be nominal If you return your proxy by mail, you can appoint a person other and will be borne by the Corporation. than the Named Proxyholders as your Proxyholder. This person does not have to be a Shareholder. Fill in the name of the person you The Corporation is not sending the Notice, the Circular and other are appointing in the blank space provided on the form of proxy. proxy-related materials (collectively, the “Meeting Materials”) Complete your voting instructions, and date and sign the form. Make directly to non-registered Shareholders who are “non-objecting sure that the person you appoint is aware that he or she has been beneficial owners” or “NOBOs”. Meeting Materials are being sent appointed and attends the Meeting. through CST, and the Corporation assumes the delivery costs thereof. Furthermore, the Corporation intends to pay for the delivery through Please refer to the section of this Circular “General Proxy Matters – Broadridge Communications Corporation of Meeting Materials to Completing the Form of Proxy” for further details. non-registered Shareholders who are “objecting beneficial owners” or “OBOs”. by the internet Go to the website www.cstvotemyproxy.com and follow the YOUR VOTE IS IMPORTANT instructions on the screen. Your voting instructions are then conveyed As a Shareholder, it is very important that you read the following electronically over the Internet. information on how to vote your Shares and then vote your Shares, You will need your 13-digit Control Number. You will find this number either by proxy or in person at the Meeting. on your form of proxy or in the e-mail addressed to you if you chose to receive this Circular electronically. VOTING If you return your proxy via the Internet, you can appoint a person You can attend the Meeting or you can appoint someone else to other than the Named Proxyholders in the form of proxy as your vote for you as your proxyholder. A Shareholder entitled to vote Proxyholder. This person does not have to be a Shareholder. To at the Meeting may by means of a proxy appoint a proxyholder do this, indicate the name of the person you are appointing in the or one or more alternate proxyholders, who are not required to be blank space provided on the form of proxy. Complete your voting Shareholders, to attend and act at the Meeting in the manner and to instructions, and date and submit the form. Make sure that the person the extent authorized by the proxy and with the authority conferred you appoint is aware that he or she has been appointed and attends by the proxy. Voting by proxy means that you are giving the person the Meeting. named on your form of proxy (the “Proxyholder”) the authority to The cut-off time for voting over the Internet is 5:00 p.m. vote your Shares for you in accordance with your instructions at the (Montreal time) on May 19, 2015. Meeting or any adjournment thereof. Pierre Shoiry and Valéry Zamuner, who are named on the form of proxy (“Named Proxyholders”), will vote your Shares for you in by telephone accordance with your instructions. You have the right to appoint Voting by proxy using the telephone is only available to Shareholders someone else to be your Proxyholder. If you appoint someone else, located in Canada or the United States. he or she must attend the Meeting to vote your Shares. Call 1-888-489-7352 (toll-free in Canada and the United States) from a touchtone telephone and follow the instructions. Your voting HOW TO VOTE – REGISTERED SHAREHOLDERS instructions are then conveyed by using touchtone selections over You are a registered Shareholder if your name appears on your the telephone. share certificate. You will need your 13-digit Control Number. You will find this number If you are not sure whether you are a registered Shareholder, please on your form of proxy or in the e-mail addressed to you if you chose contact the Corporation’s transfer agent, CST at 1-800-387-0825. to receive this Circular electronically. If you choose to convey your instructions by telephone, you cannot appoint as your Proxyholder any person other than the Named Proxyholder. The cut-off time for voting over the telephone is 5:00 p.m. (Montreal time) on May 19, 2015. in person at the meeting by telephone You do not need to complete or return your form of proxy. Voting by proxy using the telephone is only available to Shareholders You will receive an admission ticket at the Meeting upon registration located in Canada or the United States. at the registration desk. Call 1-888-489-7352 (toll-free in Canada and the United States) from a touchtone telephone and follow the instructions. Your voting HOW TO VOTE – NON-REGISTERED SHAREHOLDERS instructions are then conveyed by using touchtone selections over the telephone. You are a non-registered Shareholder if your bank, trust company, securities broker or other financial institution (your "Nominee") holds You will need the 13-digit Control Number found on your voting your Shares for you. instruction form. If you are not sure whether you are a non-registered Shareholder, If you choose to convey your instructions by telephone, you cannot please contact CST at 1-800-387-0825. appoint as your Proxyholder any person other than the Named Proxyholder. As permitted under National Instrument 54 101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), The cut-off time for voting over the telephone is 5:00 p.m. the Corporation has used a non-objecting beneficial owners list to (Montreal time) on May 19, 2015. send this Circular and the form of proxy directly to the non-objecting beneficial owners whose names appear on that list. The Corporation is not relying on the notice-and-access delivery procedures set out in in person at the meeting NI 54-101 to distribute copies of proxy-related materials in connection You can vote your Shares in person at the Meeting if you have with the Meeting. instructed your Nominee to appoint you as Proxyholder. To do this, write your name in the blank space provided on the voting instruction form and otherwise follow the instructions of your by proxy Nominee. Your Nominee is required to ask for your voting instructions before the Meeting. Please contact your Nominee if you did not receive a HOW TO VOTE – EMPLOYEES HOLDING SHARES UNDER THE request for voting instructions in this package. EMPLOYEE SHARE PURCHASE PLAN ("ESPP") 11 In most cases, non-registered Shareholders will receive a voting Shares purchased by employees of the Corporation or its subsidiaries instruction form which allows them to provide their voting instructions under the ESPP (the “Employee Shares”) are registered in the name by mail, via the Internet or by telephone. of Standard Life Trust Company (“Standard Life”), as trustee, in accordance with the provisions of such plan unless the employees have withdrawn their Employee Shares from the plan. If you are by mail not sure whether you are an employee holding your Shares through You may vote your shares by completing the voting instruction form Standard Life, please contact CST at 1-800-387-0825. as directed on the form and returning it in the business reply envelope If you hold Employee Shares, you can direct Standard Life to vote provided for receipt before 5:00 p.m. (Montreal time) on May your Employee Shares as you instruct. Instructions are given to 19, 2015. Standard Life by proxy in the manner described below. In the event that an employee holds any Shares other than Employee by the internet Shares, he or she must also complete a second form of proxy or Go to the website at www.cstvotemyproxy.com and follow the voting instruction form with respect to such additional Shares in instructions on the screen. Your voting instructions are then conveyed the manner indicated above for registered Shareholders or non- electronically over the Internet. registered Shareholders, as applicable. You will need the 13-digit Control Number found on your voting Please refer to the section of this Circular entitled “Completing the instruction form. Form of Proxy” for additional details. If you return your voting instruction form via the Internet, you can by proxy appoint a person other than the Named Proxyholder indicated on by mail the voting instruction form as your Proxyholder. This person does You may vote your Employee Shares by completing your form of not have to be a Shareholder. To do this, indicate the name of the proxy and returning it in the business reply envelope provided or by person you are appointing in the blank space provided on the voting delivery to one of CST’s principal offices in Halifax, Montreal, Toronto, instruction form. Complete your voting instructions, and date and Calgary or Vancouver for receipt before 5:00 p.m. (Montreal time) submit the form. Make sure that the person you appoint is aware that on May 15, 2015. A list of addresses for the principal offices of CST he or she has been appointed and attends the Meeting. is set forth at the end of this Circular. The cut-off time for voting over the Internet is 5:00 p.m. (Montreal time) on May 19, 2015.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR If you return your proxy by mail, you can appoint a person other than executive compensation. If you are a non-registered Shareholder Standard Life as your Proxyholder. This person does not have to voting your Shares, please follow the instructions provided in the be a Shareholder. Fill in the name of the person you are appointing voting instruction form provided. in the blank space provided on the form of proxy. Complete your When you sign the form of proxy without appointing an alternate voting instructions, and date and sign the form. Make sure that the Proxyholder, you authorize the Named Proxyholders or Standard Life person you appoint is aware that he or she has been appointed and in the case of Shareholders holding Employee Shares, to vote your attends the Meeting. Shares for you at the Meeting in accordance with your instructions. If you have NOT specified how to vote on a particular matter, by the internet your Proxyholder is entitled to vote your Shares as he or she sees Go to the website at www.cstvotemyproxy.com and follow the fit. Please note that if you return your proxy without specifying instructions on the screen. Your voting instructions are then conveyed how you want to vote your Shares and if you have authorized the electronically over the Internet. Named Proxyholders or Standard Life as your Proxyholder, the Named Proxyholders or Standard Life, as applicable, will vote You will need your 13-digit Control Number. You will find this number your Shares in FAVOUR of each item scheduled to come before on your form of proxy. the Meeting and as he or she sees fit on any other matter that If you return your proxy via the Internet, you can appoint a person may properly come before the Meeting. other than Standard Life as your Proxyholder. This person does not Management is not aware of any other matters which will be presented have to be a Shareholder. To do this, indicate the name of the person for action at the Meeting. If however, other matters properly come you are appointing in the blank space provided on the form of proxy. before the Meeting, the Named Proxyholders or Standard Life, as Complete your voting instructions, and date and submit the form. applicable, will vote in accordance with their judgment, pursuant to Make sure that the person you appoint is aware that he or she has the discretionary authority conferred by the proxy with respect to been appointed and attends the Meeting. such other matters. The cut-off time for voting over the Internet is 5:00 p.m. You have the right to appoint someone other than the Named (Montreal time) on May 15, 2015. Proxyholders or Standard Life, as applicable, to be your Proxyholder. If you are appointing someone else to vote your Shares for you at the Meeting, fill in the name of the person by telephone voting for you in the blank space provided on the form of proxy. Voting by proxy using the telephone is only available to Shareholders A Proxyholder has the same rights as the Shareholder by whom it was located in Canada or the United States. appointed to speak at the Meeting in respect of any matter, to vote Call 1-888-489-7352 (toll-free in Canada and the United States) by way of ballot at the Meeting and, except where the Proxyholder from a touchtone telephone and follow the instructions. Your voting has conflicting instructions from more than one Shareholder, to vote instructions are then conveyed by using touchtone selections over at the Meeting in respect of any matter by way of any show of hands. the telephone. If you are an individual Shareholder, you or your authorized attorney You will need your 13-digit Control Number. You will find this number must sign the form of proxy. If you are a corporation or other legal on your form of proxy. entity, an authorized officer or attorney must sign the form of proxy. If you choose to convey your instructions by telephone, you cannot appoint as your Proxyholder any person other than Standard Life. CHANGING YOUR VOTE The cut-off time for voting over the telephone is 5:00 p.m. In addition to revocation in any other manner permitted by law, a (Montreal time) on May 15, 2015. Shareholder giving a proxy and submitting it by mail may revoke it by an instrument in writing executed by the Shareholder or the Shareholder’s attorney authorized in writing and deposited either at in person at the meeting the Montreal office of the Corporation’s transfer agent, CST, located You can vote your Employee Shares in person at the meeting if you at 2001 Robert-Bourassa Blvd., Suite 1600, Montreal, Quebec, H3A have instructed Standard Life to appoint you as Proxyholder. 2A6 or at the Corporation’s registered office, 1600, René-Lévesque To do this, enter your name in the appropriate box on the website or Blvd. West, 16th Floor, Montreal, Quebec, H3H 1P9, if you are a write your name in the blank space provided on the form of proxy. Shareholder holding Employee Shares, at any time before 5:00 p.m. (Montreal time) on May 19, 2015, and if you are a Shareholder other than a Shareholder holding Employee Shares, at any time up to and COMPLETING THE FORM OF PROXY including the last business day preceding the day of the Meeting, You can choose to vote “FOR” or “WITHHOLD” with respect to the or any adjournment thereof, at which the proxy is to be used, or election of each of the proposed director nominees, namely, Richard with the Chairman of the Meeting on the day of the Meeting, or Bélanger, Christopher Cole, Birgit Nørgaard, Josée Perreault, George any adjournment thereof. J. Pierson, Pierre Seccareccia, Pierre Shoiry and Pierre Simard (the If the voting instructions were conveyed over the Internet or by “Nominee Directors”) and the appointment of the auditors, and vote telephone, conveying new voting instructions by Internet, telephone “FOR” or “AGAINST” with respect to the approval of an advisory, or by mail within the applicable cut-off times will revoke the prior non-binding resolution in respect of the Corporation’s approach to instructions. VOTING REQUIREMENTS of Directors and were appointed as such by the Shareholders of the The election of the Nominee Directors, the appointment of the Corporation at the Annual Meeting of Shareholders held on May 22, auditors of the Corporation and the approval of an advisory, non- 2014, with the exception of George J. Pierson who was appointed as a binding resolution on executive compensation policies will each member of the Board of Directors on October 31, 2014, upon closing be determined by a majority of votes cast by Shareholders at the of the Parsons Brinckerhoff Acquisition. Each Nominee Director Meeting by proxy or in person. CST will count and tabulate the votes. elected at the Meeting will hold office until the end of the next annual meeting of Shareholders or until his or her successor is appointed, unless his or her office is vacated at an earlier date. Please see the section of this Circular entitled “Nominees for Election to the Board BUSINESS OF of Directors” for additional information on each of the Nominee Directors. Mr. McCullagh will not stand for re-election at the Meeting. THE MEETING We thank him for his dedication and contribution to the Corporation.

Five items will be covered at the Meeting: MAJORITY VOTING POLICY (1) Presentation before the Shareholders of the audited financial The Board of Directors has adopted a Majority Voting Policy to statements of the Corporation for the year ended December the effect that, in an uncontested election of Directors, a Nominee 31, 2014, including the auditors’ report thereon; Director who receives a greater number of votes “WITHHELD” (2) Election of each of the Nominee Directors who will serve until than votes “FOR” will be expected to tender his or her resignation the end of the next annual meeting of the Shareholders or until to the Chairman promptly following the meeting of Shareholders their successors are appointed; for consideration by the Governance, Ethics and Compensation Committee, who will make a recommendation to the Board of (3) Appointment of the auditors of the Corporation for the Directors on whether to accept it or not. The Board of Directors forthcoming year and the authorization of the Directors to will announce its decision in a press release within ninety (90) days fix the auditors’ remuneration; following such meeting of Shareholders. (4) Consideration and approval in a non-binding, advisory capacity of the approach to executive compensation disclosed in the If you have not specified how you want your Shares voted and if “Compensation Discussion & Analysis” section of the Circular; you have authorized the Named Proxyholders or Standard Life as your proxyholder, the Named Proxyholders or Standard Life, and 13 as applicable, will vote FOR the election of each of the Nominee (5) Consideration of such other business, if any, that may properly Directors. come before the Meeting or any adjournment thereof. As at the date of this Circular, Management is not aware of any APPOINTMENT OF AUDITORS changes to these items, and does not expect any other items to be brought forward at the Meeting. If there are changes or new items, The Board of Directors, on the advice of the Audit Committee, your Proxyholder can vote your Shares on these items as he or she recommends that PricewaterhouseCoopers LLP, Chartered sees fit. Professional Accountants, be reappointed as auditors of the Corporation. PricewaterhouseCoopers LLP has served as auditors of the Corporation since the initial public offering of its predecessor PRESENTATION OF THE FINANCIAL STATEMENTS entity GENIVAR Income Fund on May 16, 2006. The auditors The audited financial statements of the Corporation for the period appointed at the Meeting will serve until the next annual meeting of commencing January 1, 2014 and ended December 31, 2014 and the Shareholders, or until their successors are appointed. the report of the auditors thereon will be presented at the Meeting. If you have not specified how you want your Shares voted The financial statements placed before Shareholders are included and if you have authorized the Named Proxyholders or in our 2014 Annual Report which is available on our website at Standard Life as your proxyholder, the Named Proxyholders or www.wspgroup.com or on SEDAR at www.sedar.com. Copies of such Standard Life, as applicable, will vote FOR the appointment of statements will also be available at the Meeting. PricewaterhouseCoopers LLP as auditors.

ELECTION OF DIRECTORS PRE-APPROVAL POLICY FOR EXTERNAL AUDITOR SERVICES The Audit Committee has adopted procedures for the pre-approval NUMBER OF DIRECTORS of engagement for services of its external auditors, which requires The articles of the Corporation provide for a minimum of three (3) pre-approval of all audit and non-audit services provided by the and a maximum of ten (10) directors. The Board of Directors has fixed external auditors. to eight (8) the number of directors to be elected at the Meeting. Moreover, the Board of Directors, upon recommendation of the All of the Nominee Directors are currently members of the Board Audit Committee, approves, on an annual basis, the fees charged to the Corporation by PricewaterhouseCoopers LLP.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR AUDITOR'S FEES As this is an advisory vote, the results will not be binding upon the The table below describes the fees billed to the Corporation by Board; however, the Board will take the results of the vote into PricewaterhouseCoopers LLP and its affiliates for the years ended account, as appropriate, when considering future compensation December 31, 2014 and December 31, 2013: policies, procedures, and decisions and in determining whether there is a need to significantly increase their engagement with Shareholders on compensation and related matters.

FOR THE YEAR ENDED 2014 2013 The Corporation will disclose the results of the Shareholder advisory DECEMBER 31 vote as a part of its report on voting results for the Meeting.

Audit Fees(1) $1,516,251 $1,825,554 The Board will disclose to Shareholders, no later than in the management proxy circular for its next annual meeting, the changes to the compensation plans made or to be made (or why no such Audit Related Fees $217,670 $163,050 changes were made) by the Board as a result of its engagement with Shareholders. Tax Fees(2) $309,550 $192,775 If you have not specified how you want your Shares voted and if All Other Fees(3) $674,469 $136,862 you have authorized the Named Proxyholders or Standard Life as your proxyholder, the Named Proxyholders or Standard Life, as applicable, will vote FOR the above non-binding, advisory Total Fees Paid $2,717,940(4) $2,318,241 resolution on executive compensation.

(1) “Audit Fees” include fees necessary to perform the annual audit of the Corporation’s consolidated financial statements, as well as the annual audits of some of the subsidiaries CONSIDERATION OF OTHER BUSINESS of the Corporation. (2) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” Following the conclusion of the formal business to be conducted at and “Audit-Related Fees”. This category includes fees for tax compliance, tax advice the Meeting, we will consider such other business, if any, that may and tax planning. properly come before the Meeting or any adjournment thereof. (3) “All Other Fees” include fees for products and services provided by the auditor other than those included above. The increase in Other Fees Paid for the year ended December 31, 2014 is mainly due to work performed by the auditors in connection with the 2014 public financings in connection with the acquisition of Focus Group Holdings and Parsons Brinckerhoff and the integration of Parsons Brinckerhoff. (4) The increase in Total Fees Paid for the year ended December 31, 2014 is mainly due to fees incurred in connection with the completion of the acquisition of Focus Group Holdings and the Parsons Brinckerhoff Acquisition in 2014.

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION The purpose of the non-binding, advisory vote on executive compensation is to provide appropriate Director accountability to the Shareholders of the Corporation for the Board’s compensation decisions by giving Shareholders a formal opportunity to provide their views on the disclosed objectives of the executive compensation plans, and on the plans themselves, for the past, current and future fiscal years. While Shareholders will provide their collective advisory vote, the Directors remain fully responsible for their compensation decisions and are not relieved of these responsibilities by a positive advisory vote by Shareholders. At the 2014 annual meeting of Shareholders, the Corporation’s approach to executive compensation was approved by 98.03% of the Shares voted on the non-binding advisory vote on executive compensation. The Board proposes that you indicate your support for the Corporation’s approach to executive compensation disclosed in this Circular by voting in favor of the following advisory resolution: “Resolved, 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 the Corporation’s Circular delivered in advance of the 2015 annual meeting of Shareholders.” NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

DESCRIPTION OF THE NOMINEE DIRECTORS May 22, 2014, with the exception of George J. Pierson who was The following tables set out information on each person nominated appointed as a member of the Board of Directors on October 31, for election as Director as of December 31, 2014, unless otherwise 2014, upon closing of the Parsons Brinckerhoff Acquisition. For indicated. All of the Nominee Directors are currently members of the further detailed information on director independence, Board and Board of Directors and were appointed as such by the Shareholders Committee attendance, compensation and share ownership, please of the Corporation at the Annual Meeting of Shareholders held on refer to tables and narratives following these tables.

Richard Bélanger is a chartered professional accountant since 1980, a Fellow (since 2004) and was awarded the Prix Émérite in 2004 by the Ordre des comptables professionnels agréés du Québec. He holds a Bachelor’s Degree in accounting and administrative science from Laval University (1981). Mr. Bélanger also serves as chairman of the audit committee since 2006 (member since 2003), as a member of the risk management committee (2006), and as director on the board of the Laurentian Bank of Canada (2003). Since August 2012, he is a director on the board and a member of the audit committee of Optosecurity Inc., a private company. From 1997 to 2012, he served as a member of the audit committee and director on the board of Stella-Jones Inc. He was chairman of the board and chairman of the audit committee of Theseus Capital Inc. a Capital Pool Corporation (2005-2008). Mr. Bélanger was associate- RICHARD director (founder) of Bélanger, Girard, Lavoie, Mooney (BGLM), a society of chartered accountants (1982 to 1992). BÉLANGER, He was also cochairman of the Canadian Lumber Trade Alliance (2001-2004), cochairman of the International Trade FCPA, FCA Committee (1999-2004), chairman of the Quebec Forest Industry Council (1997-1998) and chairman of Forintek Canada Corporation (2001-2003). Mr. Bélanger has more than 27 years of experience in business development, Age: 57 financing and business management. Since 1993, he has been the President of Toryvel Group Inc., an investment Lac Beauport, firm of which he is the co-owner and since January 2012, he has been involved in aviation. From 1996 to 2003, he was Quebec, Canada the president and chief executive officer of Daaquam Lumber Inc. 15 Independent Current Principal Occupation President of Toryvel Group Inc. Director since: 2007 Lead Independent WSP BOARD AND COMPENSATION ATTENDANCE (1) Director COMMITTEE MEMBERSHIPS RECEIVED FOR 2014(2) Board 10 of 10 100% Audit Committee 6 of 6 100% Governance, Ethics and $140,000 7 of 7 100% Compensation Committee Special Committee 0 of 0 -

PAST YEARS’ VOTING RESULTS

Year For Withheld 2014 96.19% 3.81% 2013 98.51% 1.49% OTHER PUBLIC BOARD OTHER COMMITTEE INTERLOCKING MEMBERSHIPS MEMBERSHIPS RELATIONSHIPS Audit committee (chairman) and Laurentian Bank of Canada None risk management committee

SECURITIES HELD OR CONTROLLED AS AT RECORD DATE(3)

2014 Share Value of at Shares Options PSUs RSUs Ownership Risk Holdings Requirement Met 15,000 None None None $651,000 Ye s

(1) See section entitled “Board and Committee Attendance” on p. 23. (2) See section entitled “Director Compensation” on p. 26. (3) See section entitled “Non-Executive Director Nominee Share Ownership” on p. 27.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Christopher Cole has over 40 years of experience in the engineering and consulting services fields. He started his career as an engineer working for a major contracting and subsequently consultancy business. He joined WSP as a partner at its inception, becoming Managing Director in 1987 and Chief Executive in 2001. Under his leadership, WSP was the first engineering consultant firm to become a fully listed public company (in 1990), growing organically and through acquisition from a single-discipline U.K. consultant firm of 200 people to a 9,000-strong multi-disciplinary global player with two-thirds of its business outside the U.K., prior to the historic 2012 merger with GENIVAR, which in 2014 was renamed WSP Global Inc. Since March 2007, he has been non-executive Chairman of Ashtead Group plc, since 2013 Senior Non-Executive Director of Infinis Energy plc, and in 2014 became Non-Executive Chairman CHRISTOPHER of Applus+ RTD. COLE Current Principal Occupation Age: 68 Professional Non-Executive Director London, England WSP BOARD AND COMPENSATION Non Independent ATTENDANCE (1) COMMITTEE MEMBERSHIPS RECEIVED FOR 2014(2) Director since: 2012 Board 10 of 10 100% $363,995 PAST YEARS’ VOTING RESULTS

Year For Withheld 2014 97.20% 2.80% 2013 98.16% 1.84% OTHER PUBLIC BOARD OTHER COMMITTEE INTERLOCKING MEMBERSHIPS MEMBERSHIPS RELATIONSHIPS Ashtead Group plc None Infinis Energy plc None None Applus+ RTD None

SECURITIES HELD OR CONTROLLED AS AT RECORD DATE(3)

2014 Share Value of at Shares Options PSUs RSUs Ownership Risk Holdings Requirement Met 22,835 None None None $991,039 Ye s

(1) See section entitled “Board and Committee Attendance” on page 23. (2) See section entitled “Director Compensation” on page 26. (3) See section entitled “Non-Executive Director Nominee Share Ownership” on page 27. Birgit Nørgaard is a professional board member with extensive experience in consulting and management. Ms. Nørgaard was CEO of Grontmij | Carl Bro A/S, as well as COO of Grontmij N.V., Europe’s third largest engineering consultancy, from 2006 to 2010. From 2003 to 2006, she was CEO of the Carl Bro Group A/S and Executive Director from 2001-2003. She has previously been a consultant at McKinsey from 1984 to 1990 and has held executive positions at Danisco (1990-2000) and TDC Mobile International (2000-2001). Ms. Nørgaard has held several board positions since 1994. Since 2010, Ms. Nørgaard is a full time director for various public and private entities, including companies in the engineering business. She is currently a director of Lindlab International AB (until April 27, 2015), IMI Plc., Kvaerner ASA, Cobham Plc., DSV A/S and Danish Growth Capital. Ms. Nørgaard is also currently vice-chairman BIRGIT NØRGAARD of the board of NNE Pharmaplan A/S and the State’s IT Project Council. She has a MSc. from the Copenhagen Age: 56 Business School and an MBA from INSEAD, a well-known international business school. Gentofte, Denmark Current Principal Occupation Professional Non-Executive Director Independent Director since: WSP BOARD AND COMPENSATION ATTENDANCE (1) 2013 COMMITTEE MEMBERSHIPS RECEIVED FOR 2014(2) Board 9 of 10 90% Governance, Ethics and $130,000 7 of 7 100% Compensation Committee

PAST YEARS’ VOTING RESULTS

Year For Withheld 2014 97.71% 2.29% 2013 99.91% 0.09% OTHER PUBLIC BOARD OTHER COMMITTEE INTERLOCKING MEMBERSHIPS MEMBERSHIPS RELATIONSHIPS Audit committee and IMI Plc 17 remuneration committee DSV A/S Nomination committee None Lindab International AB(4) None Kvaerner AS Audit committee Cobham Plc Remuneration committee

SECURITIES HELD OR CONTROLLED AS AT RECORD DATE(3)

2014 Share Value of at Shares Options PSUs RSUs Ownership Risk Holdings Requirement Met In progress 2,500 None None None 108,500 (83.33%)

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Josée Perreault is presently serving as the Senior Vice President of World Business for Oakley since 2010. She joined Oakley in 1994 as the General Manager of the Oakley subsidiary in Montreal, Canada. Since, she has held numerous positions worldwide within the company. In 2001, she joined the Paris base office as Co-Manager of the European subsidiary. In 2008, she moved to Zurich as the Regional Vice-President of EMEA. Prior to joining Oakley, Josée has held many positions in top Canadian businesses related to both business and brand management. Current Principal Occupation Senior Vice President of World Business at Oakley JOSÉE PERREAULT Age: 52 WSP BOARD AND COMPENSATION ATTENDANCE (1) COMMITTEE MEMBERSHIPS RECEIVED FOR 2014(2) Laguna Beach, California, USA Board 10 of 10 100% $120,000

Independent PAST YEARS’ VOTING RESULTS

Director since: Year For Withheld January 2014 2014 99.78% 0.22% 2013 N/A N/A OTHER PUBLIC BOARD OTHER COMMITTEE INTERLOCKING MEMBERSHIPS MEMBERSHIPS RELATIONSHIPS None None None

SECURITIES HELD OR CONTROLLED AS AT RECORD DATE(3)

2014 Share Value of at Shares Options PSUs RSUs Ownership Risk Holdings Requirement Met 5,000 None None None $217,000 Ye s

(1) See section entitled “Board and Committee Attendance” on page 23. (2) See section entitled “Director Compensation” on page 26. (3) See section entitled “Non-Executive Director Nominee Share Ownership” on page 27. Mr. George J. Pierson was President and CEO of Parsons Brinckerhoff, which was acquired by WSP in 2014. A licensed engineer and lawyer, he is currently the President of The Pierson Advisory Group. Mr. Pierson joined Parsons Brinckerhoff in February 2006 as General Counsel and Secretary. He was named Chief Operating Officer of the firm’s Americas operating company in January 2008, and was named President and CEO of Parsons Brinckerhoff in January 2010. Prior to joining Parsons Brinckerhoff, Mr. Pierson had a distinguished career as a construction lawyer. From 2003 to 2006 he was Partner and Director of the International Construction Practice Group of Peckar & Abramson, PC, a leading construction law firm. From 1992 to 2002, he held a variety of positions at Kvaerner PLC (Previously Davy McKee), including Executive Vice President, General Counsel, Legal Director of the firm’s Engineering, Technology, GEORGE J. and Construction Division and Vice President of Strategic Development of the Non-Ferrous Mining Division. Mr. PIERSON Pierson has a J.D. cum laude from Harvard Law School, an MBA with Honors from St. Mary’s College of California, an M.S. in civil engineering from the University of California at Berkeley where he studied on a Graduate Fellowship, Age: 53 and a B.S. summa cum laude in civil engineering from Bucknell University. New Hope, Current Principal Occupation Pennsylvania, USA President of The Pierson Advisory Group, LLC Non Independent Director since: WSP BOARD AND COMPENSATION ATTENDANCE (1) October 2014 COMMITTEE MEMBERSHIPS RECEIVED FOR 2014(2) Board 2 of 2 100% $0

PAST YEARS’ VOTING RESULTS

Year For Withheld 2014 N/A N/A 2013 N/A N/A OTHER PUBLIC BOARD OTHER COMMITTEE INTERLOCKING MEMBERSHIPS MEMBERSHIPS RELATIONSHIPS None None None 19 SECURITIES HELD OR CONTROLLED AS AT RECORD DATE(3)

2014 Share Value of at Shares Options PSUs RSUs Ownership Risk Holdings Requirement Met None None None None - No

(1) See section entitled “Board and Committee Attendance” on page 23. (2) See section entitled “Director Compensation” on page 26. George J. Pierson was appointed as a member of the Board of Directors upon closing of the Parsons Brinckerhoff Acquisition on October 31, 2014. He was President and Chief Executive Officer of Parsons Brinckerhoff until December 31, 2014. As such, he did not receive any compensation in 2014 for his services as Director given that he was then an executive Director. (3) See section entitled “Non-Executive Director Nominee Share Ownership” on page 27.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Pierre Seccareccia has extensive experience in financial consulting and management. A Partner of the Coopers & Lybrand accounting firm from 1976 to 1998, he acted as Managing Partner for its Montreal south shore office from 1987 to 1989, for its Montreal central office from 1992 to 1996, and for its offices in the Province of Quebec from 1996 to 1998. Following the merger in 1998 of Coopers & Lybrand with Price Waterhouse, he acted as Managing Partner for the Montreal office of PricewaterhouseCoopers LLP from 1998 to 2001. Since 2003, he is a full-time director for various public and private entities. Mr. Seccareccia is currently a director of Boralex Inc., Ovivo Inc. and New Millennium Iron Corp. He is also a director of Ivanhoé Cambridge Inc., the real estate subsidiary of la Caisse de dépôt et placement du Québec. Mr. Seccareccia is a Fellow of the Ordre des comptables professionnels agréés du PIERRE Québec, a member of the Institute of Corporate Directors (Canada) and of the National Association of Corporate SECCARECCIA Directors (U.S.). He is a graduate from HEC Montreal. Age: 68 Current Principal Occupation Corporate Director Candiac, Quebec, Canada Independent WSP BOARD AND COMPENSATION ATTENDANCE (1) COMMITTEE MEMBERSHIPS RECEIVED FOR 2014(2) Director since: 2006 Board 10 of 10 100% Audit Committee 6 of 6 100% $135,000 Special Committee 0 of 0 -

PAST YEARS’ VOTING RESULTS

Year For Withheld 2014 99.01% 0.99% 2013 94.43% 5.57% OTHER PUBLIC BOARD OTHER COMMITTEE INTERLOCKING MEMBERSHIPS MEMBERSHIPS RELATIONSHIPS Boralex Inc. None Ovivo Inc. None None New Millennium Iron Corp. None

SECURITIES HELD OR CONTROLLED AS AT RECORD DATE(3)

2014 Share Value of at Shares Options PSUs RSUs Ownership Risk Holdings Requirement Met 3,100 None None None $134,540 Ye s

(1) See section entitled “Board and Committee Attendance” on page 23. (2) See section entitled “Director Compensation” on page 26. (3) See section entitled “Non-Executive Director Nominee Share Ownership” on page 27. Pierre Shoiry has more than 30 years of experience in the engineering services industry. He began his career in 1980 with a major engineering services firm in Quebec. Employed by the Corporation since 1989, he was previously Senior Associate Engineer in Municipal Infrastructure and Vice-President of Business Development. He has been President of the Corporation since 1995. Mr. Shoiry is a member of the Ordre des Ingénieurs du Québec since 1980. From 2002 to 2003, he was Chairman of the Association of Consulting Engineering Companies - Canada and actively participated in promoting the engineering services industry in Canada and abroad. He was also President of the Association of Consulting Engineers of Quebec from 1998 to 1999. He holds a Bachelor’s degree in applied science with a major in civil engineering, as well as a Master’s degree in applied science, from Laval University. He is currently PIERRE SHOIRY a Director of 5N Plus Inc. Age: 57 Current Principal Occupation Town of Mount-Royal, President and Chief Executive Officer of the Corporation Quebec, Canada

WSP BOARD AND COMPENSATION Non Independent ATTENDANCE (1) COMMITTEE MEMBERSHIPS RECEIVED FOR 2014(2) Director since: 2006 Board 10 of 10 100% None PAST YEARS’ VOTING RESULTS

Year For Withheld 2014 99.98% 0.02% 2013 99.89% 0.11% OTHER PUBLIC BOARD OTHER COMMITTEE INTERLOCKING MEMBERSHIPS MEMBERSHIPS RELATIONSHIPS 5N Plus Inc. Compensation committee None

SECURITIES HELD OR CONTROLLED AS AT RECORD DATE(3)

CEO Share Value of at 21 Shares Options PSUs RSUs Ownership Risk Holdings Requirement Met(4) 885,516 196,994 58,568 29,953 $42,273,206 Ye s

(1) See section entitled “Board and Committee Attendance” on page 23. (2) Pierre Shoiry does not receive an annual retainer or any other fees in respect of his participation in Board of Directors’ meetings as Mr. Shoiry is the President and CEO of the Corporation. Please see section entitled “Compensation Discussion and Analysis” for a discussion on the compensation paid to Mr. Shoiry. (3) Mr. Shoiry’s value of at risk holdings represents the total value of Shares, PSUs and RSUs, including Dividend Equivalents earned but not yet credited thereto, but does not include the value of Shares underlying unvested Options. The value of the Shares ($38,431,394) has been calculated at a price of $43.40 per Share as at April 9, 2015. The value of the unvested PSUs ($2,541,851) and RSUs ($1,299,960) has been calculated at a price of $43.40 per Share as at April 9, 2015 and assuming the Corporation had achieved all performance targets and 100% of the PSUs and RSUs had vested on April 9, 2015. Subject to the attainment of the performance measure and targets of the award as set out under “Compensation Discussion and Analysis – Description of Compensation paid to NEOs in 2014 – Long-Term Incentive Plans”, the number of PSUs or RSUs that will actually vest will be between 0% and 100% of the actual award granted. Furthermore, the actual value realized upon the future vesting and payment of such awards may be greater or less than the grant date fair value. Please see section entitled “Compensation Discussion and Analysis” for a discussion on securities held or control by Mr. Shoiry. (4) For the purpose of assessing ownership levels, the value of Shares and vested Options are included while the potential value of unvested RSUs and PSUs is not included.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Pierre Simard has more than 20 years of experience in the financial and banking industry. Mr. Simard is Managing Member and President of Champlain Financial Corporation (Canada) Inc. and Managing Director of Champlain Capital Management LLC, a merchant banking firm, which he co-founded in 2001. Prior to 2001, Mr. Simard worked as an investment banker with Lazard Frères & Co. LLC and Donaldson Lufkin & Jenrette Inc. where he arranged mergers and acquisitions and debt and equity financing. He also worked for Canadian Imperial Bank of Commerce and for Lancaster Financial Corp., a private investment banking firm in Toronto. Mr. Simard holds a Bachelor degree from Laval University in Chemical Engineering, has a graduate degree in Management from l’Université Catholique de Louvain (Belgium), and holds an M.B.A. from the Johnson Graduate School of Management at Cornell University. PIERRE SIMARD Current Principal Occupation Age: 50 Managing Member and President of Champlain Financial Westmount, Corporation (Canada) Inc., and Managing Director of Champlain Quebec, Canada Capital Management LLC Independent WSP BOARD AND COMPENSATION Director since: ATTENDANCE (1) COMMITTEE MEMBERSHIPS RECEIVED FOR 2014(2) 2007 Board 10 of 10 100% $120,000 Audit Committee 6 of 6 100%

PAST YEARS’ VOTING RESULTS

Year For Withheld 2014 97.38% 2.62% 2013 95.11% 4.89% OTHER PUBLIC BOARD OTHER COMMITTEE INTERLOCKING MEMBERSHIPS MEMBERSHIPS RELATIONSHIPS None None None

SECURITIES HELD OR CONTROLLED AS AT RECORD DATE(3)

2014 Share Value of at Shares Options PSUs RSUs Ownership Risk Holdings Requirement Met 6,000 None None None $260,400 Ye s

(1) See section entitled “Board and Committee Attendance” on page 23. (2) See section entitled “Director Compensation” on page 26. (3) See section entitled “Non-Executive Director Nominee Share Ownership” on page 27. BOARD AND COMMITTEE ATTENDANCE The following table summarizes the attendance of the Directors of the Corporation and Committee members of the Board of Directors for the period from January 1, 2014 to December 31, 2014:

GOVERNANCE, AUDIT ETHICS AND SPECIAL COMMITTEES OVERALL DIRECTORS BOARD COMMITTEE COMPENSATION COMMITTEE (TOTAL) ATTENDANCE COMMITTEE 23 of 23 Richard Bélanger 10 of 10 6 of 6 7 of 7 0 of 0 13 of 13 (100%) 10 of 10 Christopher Cole 10 of 10 - - - - (100%) 16 of 17 Grant G. McCullagh 10 of 10 - 6 of 7 - 6 of 7 (94%) 16 of 17 Birgit Nørgaard(1) 9 of 10 - 7 of 7 - 7 of 7 (94%) 10 of 10 Josée Perreault 10 of 10 - - - - (100%) 2 of 2 George J. Pierson(2) 2 of 2 - - - - (100%) 16 of 16 Pierre Seccareccia 10 of 10 6 of 6 - 0 of 0 6 of 6 (100%) 10 of 10 23 Pierre Shoiry 10 of 10 - - - - (100%) 16 of 16 Pierre Simard 10 of 10 6 of 6 - - 6 of 6 (100%)

(1) Ms. Nørgaard could not attend the special meeting held via teleconference on June 5, 2014 in the context of the Parsons Brinckerhoff Acquisition. Such meeting was not a regularly-scheduled Board meeting. (2) George J. Pierson was appointed as a member of the Board of Directors following the closing of the Parsons Brinckerhoff Acquisition on October 31, 2014.

DIRECTOR INDEPENDENCE J. Pierson is not independent as he was the Chief Executive Officer of The charter of the Board of Directors provides that the Board of Parsons Brinckerhoff for a transition period of 2 months following the Directors must at all times be constituted of a majority of individuals Parsons Brinckerhoff Acquisition. Pierre Shoiry is not independent as who are independent. Based on the information received from each he is the President and Chief Executive Officer of the Corporation. Director and having taken into account the independence criteria All other Nominee Directors of the Corporation, namely Richard set forth below, the Board of Directors concluded that all Directors, Bélanger, Birgit Nørgaard, Josée Perreault, Pierre Seccareccia and with the exception of Christopher Cole, George J. Pierson and Pierre Pierre Simard are “independent” Directors within the meaning of the Shoiry, are independent within the meaning of National Instrument CSA Audit Committee Rules in that each of them has no material 52-110 – Audit Committees (the “CSA Audit Committee Rules”). relationship with the Corporation and, in the reasonable opinion of Christopher Cole is not independent as he has been within the the Board of Directors, is independent under the applicable laws, last three years the Executive Chairman of the Corporation for a regulations and listing requirements to which the Corporation is transition period of 12 months following the WSP Acquisition. George subject.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR The following table sets forth the relationship of the Nominee Directors with the Corporation:

REASON FOR NON- NAME INDEPENDENT NON-INDEPENDENT INDEPENDENCE

Richard Bélanger ü Mr. Cole has been within the Christopher Cole ü last three years the Executive Chairman of the Corporation Birgit Nørgaard ü

Josée Perreault ü Mr. Pierson has been within the George J. Pierson ü last three years the President and CEO of Parsons Brinckerhoff Pierre Seccareccia ü Mr. Shoiry is President and Pierre Shoiry ü CEO of the Corporation Pierre Simard ü

To ensure the Directors exercise independent judgment in considering —— when appropriate, members of Management, including the transactions, agreements or decisions in respect of which a Director President and CEO, are not present for the discussion and determination of certain matters at meetings of the Board; has a material interest, the Directors shall disclose all actual or potential conflicts of interest and refrain from voting on such matter. —— under the by-laws of the Corporation, any one Director may call A Director shall also excuse himself or herself from any discussion or a meeting of the Board; decision on any matter in which he or she is precluded from voting —— the President and CEO’s compensation is considered, in as a result of a conflict of interest or which otherwise affects his or his absence, by the Governance, Ethics and Compensation her personal, business or professional interest. Committee and by the Board at least once a year; To facilitate the ability of the Board to function independently of —— in addition to the standing committees of the Board, independent Management, the following structures and processes are in place: committees are appointed from time to time, when appropriate; and —— a Lead Director has been elected; —— the non-Management Directors of the Board hold in-camera —— there should be no members of Management on the Board, other meetings at the end of each regularly scheduled Board and than the President and CEO of the Corporation; Committee meeting. DIRECTORSHIPS OF OTHER REPORTING ISSUERS BOARD INTERLOCKS Some Directors are presently directors of other public entities, as In addition to the independence requirements, the Corporate shown in the following table: Governance Guidelines provide that there shall be no more than two (2) board interlocks at any given time. A board interlock occurs when two of the Corporation’s Directors also serve together on the board of another for-profit organization. As of the date of this Circular, NAME REPORTING ISSUER COMMITTEE(S) there are no board interlocks among Board members. Audit committee Director of (chairman) and LIMITATIONS ON OTHER BOARD SERVICE Richard Bélanger Laurentian Bank risk management of Canada The Corporate Governance Guidelines also contain limitations on committee the number of other directorships that Directors and the CEO may Non-Executive hold. As a general rule, Directors should limit their service as directors Christopher Cole Chairman of on publicly-held company and investment company boards to no Ashtead Group plc more than six (including WSP’s Board). Service on the boards of Senior Non- subsidiary companies with no publicly traded stock is not included Executive Director in this calculation. Without specific approval from the Board, the of Infinis Energy plc CEO may not serve on more than three public company boards Non-Executive (including WSP’s Board). Furthermore, no director shall serve as Chairman of director, officer or employee of a competitor of the Corporation. In Applus+ RTD all cases, prior to accepting an appointment to the board of directors of any company, a director must first request the permission of the Audit committee Chair of the Governance, Ethics and Compensation Committee. Birgit Nørgaard Director of IMI Plc and remuneration committee Nomination ADDITIONAL DISCLOSURE RELATING TO DIRECTORS Director of DSV A/S committee As at the date hereof, to the best knowledge of the Corporation Director of Lindab and based upon received information provided by each Nominee International AB(1) Director, no such nominee is or has been, within the past 10 years, a 25 Director of director or executive officer of any company that, while such person Audit committee Kvaerner AS was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under Director of Remuneration Cobham Plc committee any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with Director of Pierre Seccareccia creditors or had a receiver, receiver manager or trustee appointed Boralex Inc. to hold its assets, except for the following: Director of Ovivo Inc —— In April 2012, Ms. Nørgaard was appointed Chairman of the Director of New Danish, privately held company E. Pihl & Son A.S., a general Millennium contractor operating in both the Nordic markets as well as abroad. Iron Corp. Prior to Ms. Nørgaard’s involvement, E. Pihl & Son A.S. was Director of 5N Compensation already in financial difficulty and in August 2013, E. Pihl & Son Pierre Shoiry Plus Inc. committee A.S. filed for bankruptcy.

(1) Ms. Nørgaard will cease to be a director of Lindab International AB as of April 27, 2015.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR DIRECTOR MINIMUM SHARE DIRECTOR OWNERSHIP REQUIREMENT COMPENSATION The Board believes that the economic interests of Directors should be aligned with those of Shareholders. As such, the Board has adopted a minimum share ownership requirement for non-executive Directors The compensation program of the Board of Directors is designed to pursuant to which each non-executive Director is expected to hold attract and retain highly talented and experienced directors, leading 3,000 Shares prior to April 21, 2019 or within five (5) years of their to the long-term success of the Corporation. This requires that election to the Board, whichever is later (the “2014 Share Ownership Directors be adequately and competitively compensated. Requirement”). The Directors’ compensation is based on a fixed annual retainer Directors may not purchase financial instruments to hedge a decrease with no additional “per meeting” fees. No compensation is paid to in the market value of Shares held for the purpose of the 2014 Share Directors who are employees of the Corporation. Christopher Cole Ownership Requirement. As an executive, Pierre Shoiry is required continues to receive medical coverage, insurance and other benefits to comply with the minimum share ownership requirements for such as club membership reimbursement following his transition from executives (see section entitled “Compensation Discussion and Executive Chairman to Chairman on July 1, 2013. In addition, the Analysis – Executive Minimum Share Ownership Requirements” at Corporation reimburses Director for reasonable travel and out-of- page 45 for additional details). pocket expenses relating to directors’ duties. In 2014, the Board, following the recommendation of the Governance, Ethics and Compensation Committee, reviewed the Director compensation program of the Corporation. In the course of this review, the Governance, Ethics and Compensation Committee approved the use of the 2014 Peer Group to benchmark independent Directors’ compensation (see “New Compensation and Performance Peer Groups for 2014” on page 46). The Board aimed at establishing Director compensation at the median of the 2014 Peer Group. As a result, the annual retainers of the Chairman of the Audit Committee, the Chairman of the Governance, Ethics and Compensation Committee and the Directors were increased in 2014, while the annual retainers of the Chairman of the Board and the Lead Director remained unchanged. The following table displays the annual retainers effective January 1, 2014 for all non-employee Directors. All Directors are paid in Canadian dollars, except for the Chairman, who is paid in GBP.

DIRECTOR POSITION FEE

Chairman $363,876(1) Lead Director $140,000 Chairman of the Audit Committee $135,000 Chairman of the Governance, Ethics and Compensation $130,000 Committee Director $120,000

(1) The Chairman’s retainer is £200,000 and is paid in GBP. The amount shown above is in Canadian dollars converted on the basis of the average exchange rate used to present expense information in the Corporation’s consolidated annual audited financial statements which in 2014 was $1.81938 to 1 GBP.

Since the Special Committee did not meet in fiscal 2014, the members of the Special Committee did not receive any compensation for their tenure on the Special Committee in 2014. NON-EXECUTIVE DIRECTOR NOMINEE SHARE OWNERSHIP The following table presents share ownership information for non- executive Nominee Directors as of April 9, 2015.

2014 SHARE OWNERSHIP DATE BY WHICH THE AT RISK VALUE 2014 SHARE OWNERSHIP NAME(1) NUMBER OF SHARES REQUIREMENT MET OF SHARES (2) REQUIREMENTS (ü) OR (AS %) MUST BE MET Richard Bélanger 15,000 $651,000 ü April 21, 2019 Christopher Cole 22,835 $991,039 ü April 21, 2019 Birgit Nørgaard(3) 2,500 $108,500 In process (83.33%) April 21, 2019 Josée Perreault 5,000 $217,000 ü April 21, 2019 George J. Pierson(3) None - No October 31, 2019 Pierre Seccareccia 3,100 $134,540 ü April 21, 2019 Pierre Simard 6,000 $260,400 ü April 21, 2019

(1) As an executive, Pierre Shoiry is required to comply with the share ownership requirements for executives (see section entitled “Compensation Discussion and Analysis – Executive Minimum Share Ownership Requirements” at page 45 for additional details). (2) Value based on the closing price per Share on the TSX of $43.40 on April 9, 2015. (3) Ms. Nørgaard has until April 21, 2019 to meet the 2014 Share Ownership Requirements and Mr. Pierson has until October 31, 2019 to meet the 2014 Share Ownership Requirements.

DIRECTOR COMPENSATION TABLE 27 The table below shows the total compensation earned by each non- executive Director as of December 31, 2014 for services rendered in the fiscal year 2014. All fees are paid in Canadian dollars, except for fees paid to the Chairman, which are paid in GBP. Apart from Christopher Cole who continues to receive medical coverage, insurance and other benefits such as club membership reimbursement following his transition from Executive Chairman to Chairman on July 1, 2013, Directors do not benefit from any unit/share-based awards, option-based awards, non-equity incentives, pension plan or any other form of compensation. Amounts shown are yearly, but are paid quarterly.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR NON-EQUITY UNIT/SHARE OPTION- ALL OTHER TOTAL FEES INCENTIVE PLAN PENSION NAME(1) - BASED BASED COMPENSATION COMPENSATION EARNED ($) COMPENSATION VALUE ($) AWARD ($) AWARD ($ ($) ($) ($) Richard Bélanger(2) 140,000 - - - - - 140,000 Christopher Cole(3) 363,876 - - - - 7,456 371,332 Grant G. McCullagh(4) 120,000 - - - - - 120,000 Birgit Nørgaard(5) 130,000 - - - - - 130,000 Josée Perreault 120,000 - - - - - 120,000 Pierre Seccareccia(6) 135,000 - - - - - 135,000 Pierre Simard(7) 120,000 - - - - - 120,000

(1) George J. Pierson was President and Chief Executive Officer of Parsons GBP. The amounts shown above are in Canadian dollars converted on the Brinckerhoff until December 31, 2014. As such, he did not receive any basis of the average exchange rate used to present expense information in compensation in 2014 for his tenure on the Board given that he was then an the Corporation’s consolidated annual audited financial statements which in executive Director. 2014 was $1.81938 to 1 GBP. (2) Richard Bélanger is the Corporation’s Lead Director since August 7, 2012. Mr. (4) Grant G. McCullagh is a member of the Governance, Ethics and Compensation Bélanger is also a member of the Audit Committee, the Governance, Ethics Committee but he will not stand for re-election at the Meeting. and Compensation Committee and the Special Committee. Mr. Bélanger did (5) Birgit Nørgaard is the Chairman of the Governance, Ethics and Compensation not receive any compensation for his tenure on the Special Committee in 2014. Committee. (3) Christopher Cole’s annual retainer is £200,000 GBP and is paid in GBP. (6) Pierre Seccareccia is the Chairman of the Audit Committee and a member Christopher Cole continues to receive medical coverage, insurance and other of the Special Committee. Mr. Seccareccia did not receive any compensation benefits such as club membership reimbursement following his transition from for his tenure on the Special Committee in 2014. Executive Chairman to Chairman on July 1, 2013. Such benefits are paid in (7) Pierre Simard is a member of the Audit Committee.

UPCOMING CHANGES TO DIRECTOR COMPENSATION IN 2015 At the beginning of fiscal year 2015, the Board has decided to increase the minimum share ownership requirement for non-executive Directors. Effective January 2015, non-executive Directors will be required to own Shares or equity-type awards having an aggregate value equivalent to three (3) times the annual cash portion of annual director compensation payable to non-executive Directors (the “2015 Share Ownership Requirement”). Such level is to be progressively achieved by the later of (a) December 31th, 2019 and (b) the date that is the 5th year anniversary of the date the individual became a Director. As such, a non-executive Director will be expected to meet 20% of the 2015 Share Ownership Requirement in year 1, 40% in year 2, etc. (the “Minimum Annual Requirement”). The Board has also decided to adjust the compensation paid to the non-executive Directors at the median of the new peer group for 2015 (refer to the Section entitled “Upcoming Changes in Executive Compensation in 2015” on page 44) and to modify the pay mix by introducing equity-based awards. As such, a new deferred share unit plan will be introduced in 2015. Effective January 2015, the Chairman and the Lead Director will have a proportion of 45% cash-based compensation and 55% equity-based compensation, while the other non-executive directors will have a proportion of 40% cash-based compensation and 60% equity-based compensation as shown in the following table: ANNUAL BOARD MEMBER RETAINER

2014 2015

ROLE TOTAL ($) TOTAL ($) CASH ($) EQUITY-BASED ($) Chairman of the Board 322,440 325,000 146,250 178,750 Lead Director 140,000 230,000 103,500 126,500 Chair of the Audit 135,000 195,000 78,000 117,000 Committee Chair of the Governance, Ethics and Compensation 130,000 190,000 76,000 114,000 Committee Member of Audit 120,000 180,000 72,000 108,000 Committee Member of the Governance, Ethics and 120,000 175,000 70,000 105,000 Compensation Committee Director 120,000 170,000 68,000 102,000

(1) Mr. Cole is paid in GBP. His annual retainer was converted on the basis of the average exchange rate used to present expense information in the Corporation’s consolidated annual audited financial statements which in 2014 was $1.81938 to 1 GBP.

The 2015 Share Ownership Requirement can be fulfilled through Toronto Stock Exchange (the “TSX”), the Corporation complies the ownership of equity-based awards paid as part of the annual with all applicable rules adopted by the Canadian Securities director compensation or by purchases of Shares on the open market. Administrators (the “CSA”). The Corporation also complies with 29 To the extent that the Minimum Annual Requirement of a director the CSA Audit Committee Rules. The CSA Audit Committee for any particular year has not been met, the Director will receive Rules include requirements regarding audit committee composition 100% of the equity portion of his annual compensation in equity- and responsibilities, as well as reporting obligations with respect to based awards for such year. To the extent that the Minimum Annual audit related matters. Reference is made to the Section entitled Requirement of a Director for any particular year is met, the Director “Governance of the Corporation” of the Annual Information will be entitled to elect to receive the equity-based portion of such Form of the Corporation dated March 31, 2015 available on year’s compensation in cash. www.sedar.com and on www.wspgroup.com, and which may be obtained free of charge, on request, from the Corporate Secretary of the Corporation. The Corporation also complies with National Instrument 58-101 - DISCLOSURE Disclosure of Corporate Governance Practices (the “CSA Disclosure OF CORPORATE Instrument”) and National Policy 58-201 - Corporate Governance Guidelines (the “CSA Governance Policy”). We believe that the GOVERNANCE Corporation’s corporate governance practices meet and exceed PRACTICES the requirements of the CSA Disclosure Instrument and the CSA Governance Policy, as reflected in the disclosure made hereunder. The Board of Directors has two (2) permanent committees: the We consider strong and transparent corporate governance practices Audit Committee and the Governance, Ethics and Compensation to be an important factor in the overall success of the Corporation and Committee. In fiscal years 2013 and 2014, the Board of Directors we are committed to adopting and adhering to the highest standards also had a special committee of independent directors to review in corporate governance. The Corporation’s corporate governance any internal or external allegation of illegal conduct, including any guidelines (the “Corporate Governance Guidelines”) adopted by allegation made in the context of the Charbonneau Commission (the the Board, which are available on our website at www.wspgroup.com, “Special Committee” and, collectively with the Audit Committee and reflect this commitment and we revise these guidelines on an ongoing the Governance, Ethics and Compensation Committee and where basis in order to respond to regulatory changes and the evolution the context requires, the “Committees”). In March 2015, the Board of best practices. has decided to discontinue the Special Committee given that it had As a Canadian reporting issuer with securities listed on the completed its mandate. The following descriptions of the Corporate

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Governance Guidelines, the Board of Directors, its Committees, the maintaining the Confidential Business Conduct Hotline and ensuring Directors and other matters reflect the Corporation’s compliance that all alleged Code violations are investigated. The Corporation with the CSA Disclosure Instrument, the CSA Governance Policy provides additional specialized training for employees for matters and Canadian corporate governance best practices. governed by the Code, where it is determined such training would Our Board of Directors has approved the disclosure of the be beneficial. The Code is available on the Corporation’s web site Corporation’s corporate governance practices described below, on at www.wspgroup.com and on SEDAR at www.sedar.com. the recommendation of the Governance, Ethics and Compensation Committee. SHAREHOLDER ENGAGEMENT Reaching out to stakeholders and listening to their opinions is an ETHICAL BUSINESS BEHAVIOR important value of the Corporation and is crucial in understanding our AND CODE OF CONDUCT investors’ concerns and sentiment. As such, the Board is continually Sound, ethical business practices are fundamental to the Corporation’s seeking new opportunities to engage in constructive dialogue with business. The Corporation has adopted a Code of Conduct, a US Shareholders and other stakeholders on a wide range of topics, Supplement to the Code of Conduct, a Gift, Entertainment and including executive compensation and governance matters. The Hospitality Policy, a Working with Third Parties Policy and an Corporation engages with Shareholders through a variety of vehicles, Understanding Bribery Issues Policy (collectively, the “Code”), including the use of the Corporation’s website (www.wspgroup.com), which applies to the Corporation’s directors, officers, employees quarterly conference calls and periodic investors’ day meetings. In and contract workers. The Code requires strict compliance with legal addition, stakeholders are invited to contact our Investor Relations requirements and sets the Corporation’s standards for the ethical department by email or phone on a continuing basis, or to communicate conduct of our business. Topics addressed in the Code include directly with members of the Board, including the Chairman and business integrity, conflicts of interest, insider trading, use of the non-Management Directors, by directing communications by mail Corporation’s assets, fraudulent or dishonest activities, confidential to WSP Global Inc., c/o Corporate Secretary, 1600 Rene-Levesque information, fair dealing with other people and organizations, Blvd. West, 16th Floor, Montreal, Quebec, Canada, H3H 1P9. The employments policies, reporting suspected non-compliance with Chairman of the Board is also available to answer Shareholders’ the Code, and reporting violations of the Code. questions at the Meeting and at any other meeting of Shareholders. The Code is introduced by way of an ongoing structured ethics compliance training program. This namely ensures that on a yearly CONTINUOUS DISCLOSURE AND DISCLOSURE POLICY basis every Director, officer, employee and contract worker of The Corporation has adopted a Disclosure Policy to provide guidelines the Corporation reviews the most current policies and underlying with respect to the dissemination and disclosure of information to the guidelines in place. Training is aimed at recognizing issues and financial community and Shareholders. The objective of such policy escalating them in the organization for effective measures to be is (i) to ensure that communications are timely, accurate and broadly implemented in a timely fashion. As for new-hires, the program has disseminated in accordance with applicable legislation, and (ii) to been incorporated into the induction process. ensure sound disclosure practices which maintain the confidence of The Governance, Ethics and Compensation Committee has the the financial community, including investors, in the integrity of the responsibility of overseeing the interpretation of the Code. The Chief Corporation’s information. Risk and Ethics Officer is responsible for the day-to-day interpretation Sound disclosure practices are the most valuable means of and application of the Code, for proposing adjustments to the communicating with Shareholders, and the Corporation believes Code and for ensuring that the associated training program is duly that through its annual and ad hoc disclosure documents, including, implemented throughout the organization. At least once annually, among others, this Circular, the Corporation’s financial statements the Code is reviewed and if appropriate, updated. The Chief Risk and and accompanying management’s discussion and analysis, annual Ethics Officer reports to the Governance, Ethics and Compensation information form, annual report, quarterly interim reports and Committee annually on this process and any changes are reviewed conference calls, periodic press releases, as well as the Corporation’s by the Governance, Ethics and Compensation Committee. website, it effectively communicates its commitment to not only meet The Code provides that each employee has an obligation to report but exceed governance standards, be they imposed by legislation or violations or suspected violations of the Code and the Corporation encouraged as best practices. will ensure that there is no retaliation against anyone for making a The Corporation is committed to providing timely, accurate, and report in good faith. In addition, the Corporation’s “Confidential balanced disclosure of material information consistent with legal and Business Conduct Hotline” provides a mean for WSP employees regulatory requirements. Materiality is determined by the importance as well as the general public to raise issues of concern anonymously of an event or information in significantly affecting the price or value with a third-party service provider. The information will be processed of the Corporation’s Shares. The Corporation will disclose both by an independent party, the Vice President of Internal Audit and positive and negative information on a timely basis, except when the Chief Risk and Ethics Officer, who are required to advise the confidentiality issues require a delay in accordance with the rules of Chairmen of the Governance, Ethics and Compensation Committee the TSX and applicable securities laws. or the Audit Committee, as applicable. Pursuant to the Code, the Chief Risk and Ethics Officer is charged with responsibility for The Corporation has established a disclosure committee to support the CEO and CFO in identifying material information and INVESTOR DAY determining how and when to disclose that information and to ensure The Corporation holds an “investor day” on a periodic basis, where that all material disclosures comply with relevant securities legislation. Management can exchange with Shareholders and other stakeholders The disclosure committee is composed of the CEO, the CFO, the of the Corporation. During these meetings, Management provides an Chief Legal Officer and the individual in charge of investor relations, update to Shareholders and other stakeholders on the Corporation’s and meets to review and evaluate disclosures and potential disclosures operation, performance and outlook. These meetings also provide prior to the release of the Corporation’s quarterly, annual and other Shareholders and stakeholders an opportunity to raise questions and disclosure documents, and when requested by the CEO or CFO. concerns to Management regarding the Corporation’s business and affairs. SAY ON PAY POLICY The Corporation has adopted a Say on Pay Policy, the purpose of which is to provide appropriate Director accountability to the COMPOSITION OF THE BOARD OF DIRECTORS Shareholders of the Corporation for the Board’s compensation decisions, by giving Shareholders a formal opportunity to provide BOARD SIZE their views on the disclosed objectives of the executive compensation The Board of Directors is currently comprised of nine (9) members plans and on the plans themselves. and has fixed to eight (8) the number of directors to be elected at the The Governance, Ethics and Compensation Committee will carefully Meeting, being Richard Bélanger, Christopher Cole, Birgit Nørgaard, consider Shareholder feedback on the Corporation’s executive Josée Perreault, George J. Pierson, Pierre Seccareccia, Pierre Shoiry compensation programs, and will work to continue the design and Pierre Simard, who are all currently members of the Board of and implementation of compensation programs that promote the Directors and were appointed as such by the Shareholders of the creation of Shareholder value and further our executive compensation Corporation at the Annual Meeting of Shareholders held on May philosophy in a challenging economic environment. 22, 2014, with the exception of George J. Pierson who was appointed as a member of the Board of Directors on October 31, 2014 upon As this is an advisory vote, the results will not be binding upon the closing of the Parsons Brinckerhoff Acquisition. Board; however, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures, and decisions and in determining whether there BOARD AND COMMITTEE ORGANIZATION is a need to significantly increase their engagement with Shareholders The Board of Directors and Committee meetings are generally 31 on compensation and related matters. The Corporation will disclose organized as follows: the results of the Shareholder advisory vote as a part of its report on —— six (6) regularly scheduled Board meetings each year, including voting results for the Meeting. The Board will disclose to Shareholders a one-day meeting to consider and approve the Corporation’s no later than in the management proxy circular for its next annual strategy; meeting, the changes to the compensation plans made or to be made (or why no such changes were made) by the Board as a result of its —— four (4) regularly scheduled Audit Committee meetings per engagement with Shareholders. year, and five (5) regularly scheduled Governance, Ethics and Compensation Committee meetings per year; In 2014, the non-binding advisory vote on executive compensation received significant Shareholder support with 98.03% of affirmative —— special Board or Committee meetings are held when deemed votes. The Board and the Governance, Ethics and Compensation necessary; and Committee greatly value the Shareholder feedback on executive —— members of Management and certain key employees are called compensation and, after considering the 2014 results, worked to upon to give presentations at the Board and Committee meetings. continue the design and implementation of compensation programs that promote the creation of Shareholder value and further the The Board and the Committees each have a one-year working plan of Corporation’s executive compensation philosophy. items for discussion. These working plans are reviewed and adapted at least annually to ensure that all of the matters reserved to the Board MAJORITY VOTING POLICY and the Committees, as well as other key issues, are discussed at the appropriate time. The Board of Directors has adopted a Majority Voting Policy to the effect that, in an uncontested election, a Nominee Director who The Chairman sets Board agendas with the President and CEO and receives a greater number of votes “WITHHELD” than votes “FOR” works together with the CFO and Corporate Secretary to make sure will be expected to tender his or her resignation to the Chairman that the information communicated to the Board and the Committees promptly following the meeting of Shareholders for consideration is accurate, timely and clear. This applies in advance of regular, by the Governance, Ethics and Compensation Committee, who will scheduled meetings and, in exceptional circumstances, between make a recommendation to the Board of Directors on whether to these meetings. In addition, Directors are provided with Board and accept it or not. The Board of Directors will announce its decision Committee materials electronically in advance of each meeting. in a press release within ninety (90) days following such meeting of The Board reviews reports from each of the Committees and may Shareholders. also receive reports from members of Management, other key employees, the Corporate Secretary as well as outside consultants

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR as deemed necessary. The Board and the Committees may also seek a briefing of discussions and resolutions passed at the meeting. Please independent professional advice to assist them in their duties, at the see “Nominees for Election to the Board of Directors” - “Board and Corporation’s expense. Committee Attendance”.

INDEPENDENCE OF DIRECTORS NOMINATION PROCESS AND SKILLS MATRIX The charter of the Board of Directors provides that the Board of The Governance, Ethics and Compensation Committee is composed Directors must at all times be constituted of a majority of individuals entirely of independent directors and its responsibilities include: (i) who are independent. Please refer to the section entitled “Director identifying and recommending to the Board of Directors suitable Independence” on page 23 of this Circular for the determination of director candidates, (ii) determining the composition of the Board the Board on the independence of the Directors. of Directors, (iii) implementing and conducting a process to assess, on an annual basis, the effectiveness of the Board of Directors, their NON-MANAGEMENT DIRECTORS’ MEETINGS Committees, and the individual performance of each Director, and (iv) nominating and evaluating, as well as planning succession for, The non-Management Directors meet without Management present the CEO and other executive officers of the Corporation. at the end of each regularly scheduled Board, Audit Committee and Governance, Ethics and Compensation Committee meetings. Such As part of this process, the Governance, Ethics and Compensation meetings encourage open and candid discussions among the non- Committee considers what competencies, skills and personal Management Directors and provide them with an opportunity to attributes the Board of Directors, as a whole, should possess, then express their views on key topics before decisions are taken. During assesses the skill sets and personal attributes of current Directors and fiscal year 2014, the non-Management Directors met following each identifies any additional skills sets or personal attributes deemed to regularly scheduled Board, Audit Committee and Governance, Ethics be beneficial. Ultimately, candidates are assessed on their individual and Compensation Committee meetings and following certain qualifications, diversity, breadth of experience, expertise, integrity and special meetings when deemed necessary, for a total number of 17 character, sound and independent judgment, insight and business in camera sessions. acumen. Directors are expected to bring these personal qualities to their role as a Director and apply sound business judgment to help POSITION DESCRIPTIONS the Board make wise decisions and provide thoughtful and informed counsel to Management. The Board of Directors has developed written position descriptions for the Chairman, the Lead Director, the CEO, the CFO, the The Governance, Ethics and Compensation Committee uses a skills COO and the Chairman of each of the Audit Committee and the matrix to identify those areas which are necessary for the Board to Governance, Ethics and Compensation Committee. Summaries of carry out its mandate effectively and to regularly consider board the foregoing position descriptions are attached to this Circular as composition and anticipated board vacancies in light of its stated Schedule B, and the complete text of the position descriptions can objectives and policies. The following table reflects the diverse skill be found on the Corporation’s website at www.wspgroup.com. These set of the Nominee Directors and identifies the specific experience, descriptions are reviewed annually by the Governance, Ethics and expertise and personal attributes brought by each individual director Compensation Committee and are updated as required. to the Board.

DIRECTORS ATTENDANCE POLICY The Corporation’s Corporate Governance Guidelines provide that each Director must have a combined attendance rate of 75% or more at Board and Committee meetings to stand for re-election, unless exceptional circumstances arise such as illness, death in the family or other similar circumstances. Non-attendance at Board and Committee meetings is rare, usually when an unexpected commitment arises, a special meeting is convened on short notice or when there is a prior conflict with a meeting which had been scheduled and could not be rearranged. Given that Directors are provided with Board and Committee materials in advance of the meetings, Directors who are unable to attend are encouraged to provide comments and feedback to either the Chairman, the Chair of the Committee or the Corporate Secretary, all of whom ensure those comments and views are raised at the meeting. In addition, Directors who are unable to attend a particular meeting are encouraged to contact the Corporate Secretary as soon as practicable to be provided with an update and SKILL, EXPERIENCE AND EXPERTISE DIVERSITY

NAME Services Experience Professional Experience Industry/Market Experience International Acquisition/M&A Strategy Capital structuring and capital markets Resources Human Mitigation Risk Management Safety Health, and Sustainability Affairs Government Marketing/Communications Experience Board Company Public Role Executive CEO/Senior Compensation Executive Audit Literacy Financial Gender Age Geography Richard Bélanger ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü M 57 CDN Christopher Cole ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü M 68 U.K. Birgit Nørgaard ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü F 56 DEN Josée Perreault ü ü ü ü ü ü ü ü ü ü F 52 USA

George J. Pierson ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü M 53 USA Pierre Seccareccia ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü M 68 CDN Pierre Shoiry ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü M 57 CDN

Pierre Simard ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü M 50 CDN

33 DIVERSITY through the initiatives set out in the Corporate Governance Guidelines The Board is committed to maintaining high standards of corporate with a view to identifying and fostering the development of a suitable governance in all aspects of the Corporation’s business and affairs, and pool of candidates for nomination or appointment over time. The recognizes the importance and benefit of having a Board and senior GECC will, in its periodic review of the composition of the Board and management comprised of highly talented and experienced individuals executive officer appointments, assess the effectiveness of the Board having regard to the need to foster and promote diversity among nomination process and senior management appointment process Board members and executive officers. The Board confirmed this at achieving the Corporation’s diversity objectives and monitor the belief in diversity in writing by amending the Corporate Governance implementation of these guidelines. Guidelines of the Corporation in March 2015. As of April 9, 2015, two (2) out of our nine (9) Directors are women, As provided in the Corporate Governance Guidelines, the Governance, representing 22.2% of our Directors. Following the Meeting and Ethics and Compensation Committee, when identifying candidates to assuming that all Director Nominees are elected, there will be two nominate for election to the Board or in its review of executive officer (2) out of eight (8) Directors who will be women, representing 25% succession planning and talent management, considers objective of our Directors. As of April 9, 2015, there is one (1) woman out of criteria such as talent, experience and functional expertise, as well as the eight (8) executive officers of the Corporation, representing criteria that promote diversity such as gender, ethnicity, age and other 12.5 % of the Corporation’s executive officers, and there are five (5) factors. The Committee also considers the levels of representation of women out of nine (9) members of the senior management team women on the Board and in executive officer positions in the search for at WSP’s global corporate level, representing 55.5% of the senior and selection of candidates and, where necessary, seeks advice from management team. qualified external advisors to assist in this search. The Committee conducts periodic evaluations and assessment of individual board GEOGRAPHIC LOCATION members as well as Committees and the Board as a whole to identify As the Corporation is engaged in wide-ranging operations, does strengths and areas of improvements. business in countries around the world with global partners and Specific targets or quotas for gender or other diversity appointments operates within complex political and economic environments, the to the Board or in executive officer positions have not been adopted Board attempts to recruit and select Board candidates that have by the Board due to the need to consider a balance of criteria in each a global business understanding and experience. As well, many individual appointment. The Board will promote its diversity objectives Directors have extensive international business experience.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR The following table illustrates the geographic location of the Nominee management strategy. Within a year from joining as a new Director, Directors: the Chairman and Corporate Secretary will meet with such Director to obtain feedback on the orientation process, determine comfort level with his/her role, and to determine if any additional information is required by such Director. COUNTRY OF RESIDENCE NOMINEE DIRECTORS Following their nominations, Josée Perreault and George J. Pierson Richard Bélanger attended the following orientation sessions and/or sites visits: Pierre Seccareccia Canada (Quebec) Pierre Shoiry DATE ATTENDANCE EVENT Pierre Simard England Christopher Cole Meetings with CEO, Josée Perreault CFO, other members United States of America of Management George J. Pierson and the Chairman Josée Perreault of the Board Denmark Birgit Nørgaard Winter 2014 visited the Montreal and London offices Site visits of the Turcot Interchange (Montreal) and SERVING ON THE BOARD OF DIRECTORS the London Bridge Station (London) orientation Meetings with The Board of Directors considers that orienting and educating new various members Directors is an important element of ensuring responsible governance of Management and is committed to the ongoing professional development of its Josée Perreault Site visits of the Directors. Suitably-oriented and educated Directors support the visited the San Spring 2014 Millenium Tower Board’s objective to provide strategic value and oversight to the Francisco and and Transbay President and CEO and to Management. The Corporation’s Directors New York offices Transit Center (San Orientation Plan and Development Program (the “Orientation and Francisco) and Development Plan”) ensures that each new Director fully understands the World Trade the Corporation’s governance structure, the role of the Board and the Center (New York) Committees, the expectations in respect of individual performance Josée Perreault also and the Corporation’s operations and working environment. met with members of Management of Pursuant to the Orientation and Development Plan, new directors are our Shanghai Office provided with an extensive information package on the Corporation George J. Pierson Fall 2014 visited the and its industry, including, without limitation: Meetings with CEO, Montreal office CFO, other members —— the history of the Corporation; of Management —— the Corporation’s current strategic plan and operating budget; and the Chairman of the Board —— the previous years’ minutes, annual reports and key continuous Training on duties disclosure documents; and responsibilities —— the charters of the Board and the Committees, and the position Fall 2014 George J. Pierson of directors of descriptions of the Chairman, Lead Director, President and CEO publicly traded and the Chairman of each of the Committees; companies in Canada —— the current executive and director compensation programs; continuing education —— the Corporation’s current policies and procedures, including the In accordance with the Orientation and Development Plan, the Code of Conduct. Board of Directors, in consultation with the Governance, Ethics and New members to the Board of Directors are also invited to attend Compensation Committee, identifies professional development orientation sessions with members of Management and other opportunities for Directors to be provided throughout any given directors to discuss the Corporation’s business, industry, financial year. The development program is tailored to the specific needs, performance and comparative industry data, its strategic direction, skills and competencies of the Board, its Committees and each key performance indicators and its current performance, challenges individual Director and customized to the strategic environment of and opportunities, and the Corporation’s major risks and risk the Corporation. The Corporation also provides quarterly reports on the operations and finance of the Corporation to the Directors Documentation and selected presentations are also provided to the as well as with analyst studies, industry studies, investor relations Directors to ensure that their knowledge and understanding of the reports and legislative updates that are relevant to the Corporation’s Corporation’s business remains current. Moreover, directors are operations and benchmarking information. Moreover, members of encouraged to attend seminars and other educational programs the Board receive various presentations from Management at each and the Corporation undertakes to assume the costs of such courses. regular meeting on a variety of subjects relevant to the Corporation’s In 2014, members of the Board and the Committees participated in business, industry, and legal or other environment, in addition to being the following presentations and events: provided with updates and short summaries of relevant information.

DATE TOPIC PRESENTERS ATTENDEES

January 2014 Management strategic presentations:

Europe overview Rikard Appelgren All Directors U.K., Middle East, India, Africa, Paul Dollin All Directors Australia and Asia Pacific overview Canada, Colombia and Marc Rivard All Directors France overview United States overview David Cooper All Directors

Environment overview André-Martin Bouchard All Directors

Global clients and building activity Tom Smith All Directors Corporate governance April 2014 Valéry Zamuner All Directors practices and trends Supplemental executive May 2014 Mercer All Directors 35 retirement plan overview Understanding oil and gaz David Ackert All Directors Canadian market Financing options for public companies June-July 2014 CIBC and Barclays All Directors in the context of a large acquisition Senior management June 2014 Investor Day Pierre Seccareccia of all regions August 2014 New Canadian anti-spam legislation Nathalie Mercier-Filteau All Directors Control Risks and Anti-corruption overview All Directors Louis Martin Richer November 2014 U.K. markets overview Mark Naysmith All Directors Guided visit of a project site in London Paul Dollin All Directors 10th annual conference for CPA Canada Pierre Seccareccia Audit Committees

MECHANISMS FOR BOARD RENEWAL term limits and mandatory retirement continuing education The Board does not believe in term limits or mandatory retirement, Board has determined that the tenure of directors will not be subject nor does it believe that Directors should expect to be re-nominated to a mandatory retirement age or a maximum term limit. The Board annually. On an ongoing basis, a balance must be struck between will promote its diversity objectives through the initiatives set out in ensuring that there are fresh ideas and viewpoints available to the the Corporation Governance Guidelines with a view to identifying Board while not losing the insight, experience and other benefits and fostering the development of a suitable pool of candidates for of continuity contributed by longer serving directors. As such, the nomination or appointment over time.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR assessments —— a reporting system that accurately measures the Corporation’s Each year, the Governance, Ethics and Compensation Committee performance against its business plan; and conducts a comprehensive survey of all of the Directors in order to —— the integrity of the Corporation’s internal control and management assess the effectiveness and performance of the Board, its Chairman information systems. and Lead Director, the Committees and their respective Chairmen, The Board also has the responsibility of managing the risks to the as well as to appraise such member’s own participation on the Board Corporation’s business and must: of Directors. The Committee reports to the Board of Directors the results of such assessment. Moreover, the Committee performs its —— ensure Management identifies the principal risks of the own evaluation and review of the performance and effectiveness of Corporation’s business and implements appropriate systems to the Board. manage these risks; and During the 2014 fiscal year, the Board and its Committees circulated —— evaluate and assess information provided by Management and a Board self-evaluation questionnaire and the Chairman conducted others about the effectiveness of risk management systems. peer assessment interviews with each individual Director. This provides The Board also has the mandate to assess the effectiveness of the a great opportunity for Directors to provide their feedback on the Board as a whole, its Committees and the contribution of individual effectiveness and performance of the Board and its Committees. directors. The results from this assessment were collated and discussed by the Chairman and the Lead Director at a meeting of the Governance, The Board discharges its responsibilities directly and through its Ethics and Compensation Committee, in addition to being discussed Committees, currently consisting of the Audit Committee and the individually with Directors. Governance, Ethics and Compensation Committee. The Board of Directors has adopted a written charter which sets out, among other things, its role and responsibilities. The charter of the ROLE AND DUTIES OF THE BOARD OF DIRECTORS Board of Directors is attached as Schedule A of this Circular.

BOARD MANDATE STRATEGIC PLANNING The Board of Directors is responsible for the stewardship of the The Board participates directly or through its Committees in Corporation. To carry out this role, the Board oversees the conduct, developing and approving the mission of the Corporation’s business, direction, and results of the business. In turn, Management is mandated its objectives and goals and the strategy for their achievement. to conduct the day-to-day business and affairs of the Corporation and is responsible for implementing the Board’s strategies, goals, Management is responsible for developing a strategic plan for the and directions. Corporation, which it presents to the Board each year for approval. The duties and responsibilities of the Board are to supervise the A 1-day meeting is scheduled annually to discuss strategic issues such management of the business and affairs of the Corporation and to as corporate opportunities, the main risks faced by the Corporation’s act with a view towards the best interests of the Corporation. business and to consider and approve the Corporation’s strategic plan for the next few years. The implementation of corporate strategy and In discharging its mandate, the Board is responsible for the oversight important strategic issues are reviewed and discussed regularly at and review of the development or approval of, among other things, Board meetings and Management presents any important changes the following matters: to strategy to the Board as the need arises throughout the year. —— the strategic planning process of the Corporation; Furthermore, the Board oversees the implementation of the strategic plan on a quarterly basis and monitors the Corporation’s performance —— a strategic plan for the Corporation that takes into consideration, against the strategic plan using pre-determined metrics. among other things, the longer-term opportunities and risks of the business; ENTERPRISE RISK MANAGEMENT —— annual capital and operating budgets that support the The Board provides oversight and carries out its risk management Corporation’s ability to meet its strategic objectives; mandate primarily through its Audit Committee. The Audit —— the entering into, or withdrawing from, lines of business that are, Committee’s oversight role is designed to ensure that Management or are likely to be, material to the Corporation; has designed appropriate methods for identifying, evaluating, —— material acquisitions and divestitures; mitigating and reporting on the principal risks inherent to the Corporation’s business and strategic direction and further that the —— succession planning, including appointing, training and monitoring Corporation’s systems, policies and practices are appropriate and senior management; address the Corporation’s principal risks. The Audit Committee is —— a communications policy for the Corporation to facilitate not involved in the day-to-day risk management activities; rather, communications with investors and other interested parties; it is tasked with ensuring that the Corporation has an appropriate AUDIT COMMITTEE risk management system which allows Management to bring to The Audit Committee is currently composed of three members: the Board’s attention the Corporation’s principal risks. Finally, the Pierre Seccareccia (Chairman), Pierre Simard and Richard Bélanger, Audit Committee is responsible for reviewing the Corporation’s risk who were all members of the Committee throughout 2014. Under appetite, risk tolerance and risk retention philosophy. applicable securities laws, all of such individuals are independent from the Corporation. In addition, each of them is “financially literate” within SUCCESSION PLANNING the meaning of the CSA Audit Committee Rules. The members of The Board of Directors is responsible for ensuring that the Corporation the Audit Committee have no relationships with Management, the is supported by an appropriate organizational structure including a Corporation or its subsidiaries which, in the opinion of the Board of President and CEO and other executives who have complementary Directors, may interfere with such members’ independence from skills and expertise to ensure the sound management of the business Management, the Corporation and its subsidiaries. See “Nominees and affairs of the Corporation and its long-term profitability. for Election to the Board of Directors Description of the Nominee Directors” for the relevant education and experience of each member To ensure the foregoing, the Board of Directors delegates this of the Audit Committee. function to the Governance, Ethics and Compensation Committee that advises the Board and Management in relation to its succession The Board of Directors has adopted a written charter for the Audit planning including the appointment, training and monitoring of Committee, which sets out the Audit Committee’s key responsibilities, including, without limitation, the following: Management. To limit the risk that the Corporation’s operations suffer from a talent gap, succession planning is reviewed periodically and —— overseeing the quality, integrity and timeliness of the Corporation’s implemented continuously to facilitate talent renewal and smooth financial statements; leadership transitions. —— ensuring that adequate procedures are in place for the review of The Corporation has established a succession plan for the President the Corporation’s public disclosure documents; and CEO and other key members of Management, including a CEO —— overseeing risk management systems; emergency succession plan. The CEO emergency succession plan provides for replacement candidates for specific competencies, skills —— overseeing the work and reviewing the independence of the or functions of the CEO, both in cases of a short term (less than 90 external auditors; and days) and long term (more than 90 days) absence. The Corporation’s —— reviewing the Corporation’s internal control system. 37 succession plan lists, for each critical position, a pool of “Ready Now”, The Audit Committee met six (6) times in 2014. In accordance with “Ready in less than 1 year”, “Ready in less than 2 years”, and “Ready in its internal work plan and its charter, the Audit Committee executed more than 2 years” candidates. Where a talent gap or risk is observed, the following key projects throughout the course of the year: a development plan is established to identify and develop potential successors. —— approved a financial risk management strategy for the Corporation to manage the financial risks of the Corporation The Governance, Ethics and Compensation Committee also meets on a consolidated basis; and annually with the President and CEO to discuss the strengths and gaps of key succession candidates, development progress over the —— adopted a pre-approval policy for external auditors which prior year and future development plans. provides for the pre-approval by the Audit Committee of all audit and non-audit services prior to engagement. Please refer to the section of the AIF entitled “Governance COMMITTEES OF THE BOARD OF DIRECTORS of the Corporation” for additional information on the Audit The Board of Directors has an Audit Committee and a Governance, Committee. The AIF is available on the Corporation’s website at Ethics and Compensation Committee. In fiscal years 2013 and www.wspgroup.com and on SEDAR at www.sedar.com. The written 2014, the Board of Directors also had a Special Committee. All charter of the Audit Committee is also available on the Corporation’s Committees of the Board of Directors are entirely composed of website at www.wspgroup.com. independent Directors. The roles and responsibilities of each of the Audit Committee and the Governance, Ethics and Compensation GOVERNANCE, ETHICS AND COMPENSATION COMMITTEE Committee are set out in formal written charters which are available The Governance, Ethics and Compensation Committee is currently on the Corporation’s website at www.wspgroup.com. These charters composed of three members: Birgit Nørgaard (Chairman), Grant are reviewed annually to ensure that they reflect best practices as G. McCullagh and Richard Bélanger, who were all members of well as applicable regulatory requirements. the Committee throughout 2014. Given that Mr. McCullagh The following section includes reports from each of the Committees, will not stand for re-election at the Meeting, Josée Perreault will which tell you about its members, responsibilities and activities. be appointed as a new member of the Governance, Ethics and

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Compensation Committee. Under applicable securities laws, all of things, the consideration of the representation of women on the the Governance, Ethics and Compensation Committee members Board and in executive officer positions; and are independent of the Corporation within the meaning of the CSA —— reviewed the Corporation’s Corporate Governance Guidelines Audit Committee Rules. The Governance, Ethics and Compensation to restrict the ability of Directors to serve on multiple boards and Committee members have several years’ experience in negotiating implement minimum share ownership requirements for directors. executive compensation and in managing large corporations. For more information regarding the professional backgrounds of the SPECIAL COMMITTEE Governance, Ethics and Compensation Committee members please refer to the “Nominees for Election to the Board of Directors — The Board formed the Special Committee of the Board in 2013 to Description of the Nominee Directors” section of this Circular. review any internal or external allegation of illegal conduct, including any allegation made in the context of the Charbonneau Commission. The Board of Directors has adopted a written charter for the The Special Committee was composed of two independent members: Governance, Ethics and Compensation Committee, which sets out Richard Bélanger (Chairman) and Pierre Seccareccia. The Special the Committee’s key responsibilities. The written charter of the Committee did not meet in 2014. The Special Committee was Governance, Ethics and Compensation Committee is available on dissolved in March 2015. the Corporation’s website at www.wspgroup.com. The Governance, Ethics and Compensation Committee’s key responsibilities include, among others, the following: —— develop a set of corporate governance guidelines for the Board’s overall stewardship responsibility and the discharge of its obligations to the Corporation’s stakeholders; —— review, report and, when appropriate, provide recommendations to the Board annually on the Corporation’s policies, programs and practices relating to business conduct, including the Corporation’s Code of Conduct; —— propose new candidates for election or appointment to the Board of Directors, and develop and review, as appropriate an orientation and continuing education program for directors; —— develop appropriate qualifications and criteria for the selection of members of the Board; —— conduct reviews of the Directors’ remuneration for Board and Committee services in relation to current industry practices; —— consider and recommend for approval by the Board of Directors the appointment of the CEO and the CFO; —— review the performance of the CEO against pre-set specific performance criteria; —— oversee the design, implementation and administration of any executive long-term or short-term incentive plans and the establishment of guidelines for any director or executive share ownership requirements; and —— conduct an annual review and approval of compensation disclosure. The Governance, Ethics and Compensation Committee met seven (7) times in 2014. In accordance with its internal work plan and its charter, the Governance, Ethics and Compensation Committee executed the following key projects throughout the course of the year: —— reviewed the executive compensation policies for 2014 and 2015; —— adopted a Diversity Policy which provides for, among other COMPENSATION DISCUSSION AND ANALYSIS

LETTER FROM THE CHAIR OF THE GOVERNANCE, ETHICS AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

DEAR SHAREHOLDERS: As executive compensation continues to be a focal point for investors, we are pleased to provide you with an overview of the Corporation’s performance in 2014, its impact on pay outcomes and a summary of key decisions that were made to reinforce the link between executive pay, long-term performance of the Corporation and value creation for our Shareholders. We strongly believe in transparent and concise disclosure of all facets of our executive pay programs as you will discover throughout this document. The changes to compensation levels and policies resulting from the reviews undertaken BIRGIT NØRGAARD during the previous years are thus detailed in the following pages. Our 2013 executive pay program received strong support with a “say-on-pay” advisory vote result of 98%. Although no specific issues were raised by Shareholders, we continue to ensure that compensation risks are well balanced and that efficient processes are in place to lead to the right decisions in executive compensation. We are also pleased to have on-going communication with our Shareholders, through our Investor Relations team which continuously interact with analysts and investors and uses various communication vehicles, including the Corporation’s website, quarterly conference calls and periodic investors’ day meetings.

WSP PERFORMANCE IN 2014 AND IMPACT ON PAY OUTCOMES During 2014, which marked another milestone year with record revenues, we achieved solid operational performance and concluded several acquisitions. Net revenues amounted to C$2.3 billion, a 40.1% increase over the previous year. Organic net revenues growth amounted to 10.4%. Last, growth from acquisitions was 29.7%, as during the year, the Corporation acquired 10 engineering firms, the larger ones being Focus (Canada) and Parsons Brinckerhoff (global), 39 which added more than 15,000 employees for a total of 32,000 experts around the globe. On the earnings front, we recorded EBITDA of C$253.5 million in fiscal 2014, up 40.4% from C$180.6 million in 2013. This translated into a 10.8% EBITDA margin (11.4% excluding Parsons Brinckerhoff), in line with our 2015 objective. Net earnings attributable to Shareholders, excluding non-underlying items and amortization of intangible assets related to acquisitions (net of income taxes), amounted to C$141.7 million, or C$2.21 per share up 50.1% and 21.4%, respectively. Based on this solid performance, it is therefore not a surprise that short-term incentive payouts have been positively impacted. The Corporation is also in good position to meet the 3-year performance conditions pertaining to the 2013 and 2014 long-term incentive awards. Although Options didn’t provide any value as at December 31, 2014, the recent increase in Share price significantly improved our outlook.

KEY CHANGES IN 2014 In late 2013, the Governance, Ethics and Compensation Committee initiated a process to review and adapt executive compensation policies to ensure better alignment with the relevant benchmarks for the larger WSP Global Inc. resulting from the combination of GENIVAR and WSP Group Plc., and that the metrics in the short and long term incentive plans were more aligned with the strategy of the combined business and value creation for Shareholders. The resulting changes were implemented during 2014 and included the adoption of a new peer group and adjustments to individual compensation levels for both executives and directors. Significant changes were also made to our incentive plans that solidified our pay-for-performance philosophy: —— short-term incentive plan metrics were revised so they were better aligned with our annual business plan and the maximum payout level was increased to align with market observations; and —— a Performance Share Unit plan was introduced to replace the Restricted Share Unit plan.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR UPCOMING CHANGES FOR 2015 The Corporation started 2015 with a new Management team comprised of the best leaders of WSP, Focus and Parsons Brinckerhoff. The rate at which WSP has grown over the last few years requires a strong leadership team which will leverage our global reach, financial strength and complementary expertise to pursue growth opportunities and generate value and opportunities for our clients, employees and Shareholders. From a compensation perspective, the significant change in the size of the organization and increased footprint in the USA prompted the revision of our peer group against which we measure our performance in our long-term incentive plan as well as a validation of our pay levels for both executives and directors to ensure they remain aligned with our new reality. Finally, to align director and Shareholders interests, new share ownership guidelines and equity-based compensation are being introduced for all directors. As always, we welcome your feedback on our compensation programs and disclosure. Sincerely,

BIRGIT NØRGAARD Chair of the Governance, Ethics and Compensation Committee

EXECUTIVE PAY PROGRAM AND PRACTICES

OUR NAMED EXECUTIVE OFFICERS IN 2014 The following discussion describes the elements of the executive most highly compensated executive officers of the Corporation, other compensation program of the Corporation, with particular emphasis than the CEO and the CFO, in the Corporation’s most recently on the process for determining compensation awarded to, earned completed financial year (collectively, the “Named Executive by, paid to or payable to the President and Chief Executive Officer Officers” or “NEOs”). For the Corporation’s financial year ended (“CEO”), the Chief Financial Officer (“CFO”), and each of the three December 31, 2014, the NEOs are:

PIERRE SHOIRY President and CEO Pierre Shoiry is President and Chief Executive Officer of the Corporation since 1995. Please refer to page 21 of the Circular for the complete biography of Mr. Shoiry.

ALEXANDRE L’HEUREUX CFO Alexandre L’Heureux joined the Corporation as Chief Financial Officer in July 2010. Before joining WSP, from 2005 to 2010, Mr. L’Heureux was a Partner and Chief Financial Officer at Celtic Therapeutics L.L.L.P. (now known as Auven Therapeutics) and a Partner at Celtic Pharma Management L.P. Prior to that, he developed an extensive knowledge of the alternative investments industry as the Vice President of Operations at BISYS Hedge Fund Services (now known as Citibank - Hedge Fund Services). He is a member of the Canadian Institute of Chartered Accountants and of the Chartered Financial Analysts Institute. PAUL DOLLIN Chief Operating Officer Paul Dollin, Ceng, PhD, is a Chartered Engineer and joined WSP in 2010 as Managing Director of the U.K. business and Executive Director of WSP Group plc. He has since been appointed Managing Director, U.K./MiddleEast/Africa/India/Asia Pacific and is a member of WSP’s Executive Committee. Prior to joining WSP and following a period with British Energy, Mr. Dollin joined Atkins, a leading engineering and design consultancy, in 1999. With Atkins, he held a number of roles, including Managing Director of their Design and Engineering business and member of their Executive Committee. He holds a PhD in material science.

DAVID COOPER President, Buildings and Chief Commercial Officer - USA David Cooper is the President of the Corporation’s Buildings practice in the USA and is the Chief Commercial Officer of the Corporation in the USA. With over 30 years’ experience in the organization, he is experienced with management and operational responsibilities; possessing an innate talent for analyzing complex technical issues and conceptualizing cost-effective, reliable engineering solutions. He is a member of the U.S. Green Building Council, Urban Land Institute, ASHRAE, and NFPA. He has also lectured as a guest speaker at the Princeton School of Architecture.

DAVID ACKERT President and Chief Executive Officer - Canada David Ackert has more than 30 years of experience in the oil and gas industry. Prior to joining WSP, he was the President and CEO of Focus Corporation, where he delivered significant growth and profitability to his shareholders. Before joining Focus, he led a major international division for one of the largest global providers of products and services that spanned the drilling, evaluation, completion, production and intervention 41 cycles of oil and natural gas wells. Mr. Ackert has held executive positions around the world – from Western Canada, Russia, Europe, Middle East and Africa – and holds an MBA from the Haskayne School of Business (University of Calgary).

Mr. Paul Dollin was appointed as COO on May 26, 2014. Prior other executives. To achieve its goals, the Corporation maintains a to this appointment, Mr. Dollin was acting as Managing Director, balance between Shareholders’ interests and the remuneration and U.K., Middle East, Africa, India and Asia Pacific. Messrs. Marc conditions of its executives. Compensation mix and levels are driven Rivard (former President, Canada, Caribbean, France) and Rikard by business strategy and take into account the competitiveness of Appelgren (former Managing Director, Europe) left the organization total compensation among international organizations with similar in May 2014. economic and business profiles. By linking NEOs’ and Shareholders’ interests through performance-related compensation, the EXECUTIVE COMPENSATION PROGRAM compensation strategy contributes to the achievement of profitable growth for Shareholders. philosophy The Governance, Ethics and Compensation Committee reviews The Corporation’s compensation program is designed to attract, retain executive compensation annually (see “Annual Compensation Review and motivate executives to achieve performance objectives aligned Process” on page 44). For fiscal year 2014, with recent changes to its with the Corporation’s vision and strategic orientation consistent with composition, the Governance, Ethics and Compensation Committee Shareholders’ value creation. It also allows the Corporation to reward undertook a strategic analysis of executive compensation in order to financial success and those executives that stand out by exceeding validate and reinforce its alignment with the longer term strategic plan the performance objectives through superior performance. of the Corporation, while ensuring that the executive compensation The Governance, Ethics and Compensation Committee is program continued to be consistent with the Corporation’s responsible for defining, reviewing and monitoring the Corporation’s compensation philosophy. As part of this process, the Governance, compensation policy and guidelines with respect to the NEOs and Ethics and Compensation Committee engaged an external executive

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR compensation consultant to: (i) review the 2013 peer group used by The following chart outlines the Corporation’s compensation the Corporation to benchmark compensation; (ii) conduct a total elements for fiscal year 2014, which, together, aim to provide a direct compensation review for the Corporation’s NEOs; (iii) conduct competitive compensation package to our executives. In addition a benchmarking exercise of a sample of senior management positions to base salary, the Corporation’s executive compensation includes located worldwide, and (iv) review the Corporation’s short- and long- a mix of annual and long-term variable compensation, which is also term incentive plans. As a result, there were many changes to the known as “at-risk” compensation since payment is not guaranteed. Corporation’s executive compensation program in fiscal 2014 which We believe this links the interests of executives and Shareholders by are described in the following sections. rewarding executives for creating shareholder value.

general description of the 2014 compensation elements

COMPENSATION ELEMENT DESCRIPTION OBJECTIVES

Attract and retain executives with the required skills and experience to successfully Base salary Competitive fixed rate of pay achieve our short-term business plan and longer term strategic goals Annual cash bonus defined as a Annual Short-term percentage of base salary Reward executives for their contribution to Incentive Plan (“STIP”) Payment can be higher or lower (down to the achievement of annual financial results zero) than target percentage depending on individual, regional and corporate performance Long-term incentives tied to growth Long-term Incentive Plans (“LTIPs”) (or variation) in the Share pric Motivate executives to achieve objectives RSUs vest at the end of a 3-year term and may set forth in our strategic plan Restricted share units (“RSUs”) include performance conditions in which case Motivate executives to achieve stronger they will vest only if these conditions are met financial performance than peers PSUs will fully vest at the end of a Encourage executives to pursue Performance share units (“PSUs”) 3-year Performance Period only if initiatives that will increase shareholder performance conditions are met value over the long run Options vest 3 years after grant Promote retention Options date (time-vested only) Annual employer-paid contribution Attract and retain high-performing Savings plans defined as a percentage of base salary and executives by providing an adequate invested in a pension plan or savings plan source of income at retirement Invest in employee health and well- being and provide financial assistance in Health, dental, life and Health benefits and other perquisites case of personal hardship or illness disability insurance plans Attract high-performing executives Other benefits by providing locally competitive benefits and other advantages compensation positioning To achieve its objectives of attracting, retaining and motivating MIX OF COMPENSATION ELEMENTS executives to achieve performance objectives aligned with the (The figures in the charts are based on the target compensation mix for Corporation’s vision and strategic orientation, the Corporation sets fiscal 2014) target total compensation in line with the median of the Corporation’s peer group used for the purposes of executive compensation benchmarking. Please refer to the section entitled “Benchmarking” on page 46 for a description of the 2014 Peer Group. More specifically: —— base salary is reviewed annually and set at the median of the peer group but may be set above or below median to reflect experience, individual contribution and performance, changes in scope or responsibilities, and other specific circumstances; —— while STIP targets are set at the median of the peer group, actual CEO payment may (i) exceed market median when results exceed objectives or (ii) be below median (possibly zero) when results are below expectations; —— LTIP grants of PSUs, RSUs and Options can be individually adjusted from 0% to 150% of target levels for each participant based on performance and contribution to the Corporation’s overall results; and —— savings plans, benefits and other perquisites are aligned with 43 % LTIP 28% BASE PAY regional practices in the countries where the Corporation operates and are designed not to exceed the market median value. 28 % STIP 1% OTHER compensation mix 43 In determining the appropriate mix of compensation elements, the Governance, Ethics and Compensation Committee considers market practices including the compensation mix for similar positions in the Corporation’s peer group as well as the Corporation’s pay-for- performance philosophy. As illustrated in the chart below, a significant portion of each NEO’s compensation is performance-based. In total, 71% of the OTHERS target compensation of the CEO and 53% of the average target NEOs compensation of other NEOs was “at-risk” in 2014.

30 % LTIP 43% BASE PAY

23 % STIP 4% OTHER

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR ANNUAL COMPENSATION REVIEW PROCESS Decisions related to executive compensation remain the responsibility of the Governance, Ethics and Compensation Committee and role of the governance, ethics and compensation committee the Board, who, in determining executive compensation for fiscal On an annual basis, the Governance, Ethics and Compensation 2014, considered Mercer’s analysis and advice as well as any other Committee: Corporation-specific factors. —— reviews all elements of executive compensation to ensure that it continues to be aligned with the Corporation’s business strategy; executive compensation-related fees —— validates the elements of executive compensation and their value with market practices to ensure they remain competitive and Mercer billed the Corporation an aggregate of $167,500 for services enable the Corporation to effectively attract and retain talent; rendered in 2014 and an aggregate of $81,000 for services rendered in 2013 in connection with executive compensation related services. —— ensures that each NEO’s performance objectives are derived from and in line with the Corporation’s annual business plan objectives and approves the design of, and targets for, the annual bonus all other fees program; Mercer provided other services to various divisions of the Corporation —— approves the design and performance targets of the long- for an aggregate amount of fees of $23,300 in 2013 and $170,200 term incentive plans and ensures that the long-term incentive in 2014. compensation arrangements for the NEOs are structured to align their interests with those of Shareholders and reward long- term performance that creates additional Shareholder value, but upcoming changes in executive compensation in 2015 without encouraging excessive risk; The Parsons Brinckerhoff Acquisition, which occurred during —— reviews and recommends for approval to the Board of the fourth quarter of 2014, brought significant impacts in light Directors the CEO’s salary, long-term incentive award level and of the Corporation’s size, breadth of services and geographic performance objectives for the upcoming year, as well as the scope. Consequently, the Governance, Ethics and Compensation other NEOs’ respective salaries, long-term incentive award levels Committee engaged the services of Mercer during the fourth quarter and performance objectives for the upcoming year based on the of 2014 to review the competitiveness of the various elements of pay recommendation of the CEO; offered to NEOs and other executives. Following this analysis, the Governance, Ethics and Compensation Committee approved, in —— reviews the CEO’s performance against objectives and, based December 2014 for 2015, a new peer group comprised of 24 North on the Corporation’s financial performance and the Governance, American and European companies which will be used to determine Ethics and Compensation Committee’s assessment of the CEO’s compensation applicable to NEOs and measure the Corporation’s contribution, formulates its recommendation to the Board of relative performance for the vesting of PSUs. Base salaries offered Directors with respect to the appropriate bonus to be awarded to all NEOs and certain other executives for 2015 were revisited to the CEO; and accordingly and LTIP targets were increased for certain executives —— approves the compensation of the other NEOs following (other than the NEOs). The foregoing recent developments will be recommendations from the CEO including appropriate bonus more fully described in the Corporation’s management information to be awarded. circular in respect of the 2016 annual meeting of Shareholders.

MANAGING COMPENSATION RELATED RISK role of the compensation consultant monitoring risks independent consultant The Board of Directors and the Governance, Ethics and As part of the 2014 executive and director compensation review, Compensation Committee use internal and external resources the Governance, Ethics and Compensation Committee retained to determine whether or not there are risks associated with the the services of Mercer (Canada) Limited (“Mercer”) during the Corporation’s compensation policies and practices. The Corporation’s fourth quarter of 2013, and again in 2014. More specifically, Mercer’s compensation programs are continuously reviewed to align the pay mandate included the following: outcomes with the Corporation’s risk management strategies and to —— Reviewing the Corporation’s peer group used for benchmarking discourage inappropriate risk taking by Management. executive compensation; The Corporation uses the following practices to discourage or —— Conducting a benchmarking exercise for base pay, incentive mitigate excessive risk taking: compensation targets (both short- and long-term) and savings —— the Board approves the Corporation’s strategic business plan, plans offered to NEOs and other executives; financial and other targets and budgets, which are considered in —— Providing recommendations with respect to the Corporation’s the context of assessing performance and awarding incentives; short and long-term incentive programs. —— there is an appropriate mix of pay, including fixed and to the full extent permitted by governing laws and to the extent performance-based compensation with short and longer term it determines it is in the best interests of the Corporation to do performance conditions and vesting periods; so, require reimbursement of all or a portion of STIP or LTIP compensation received by an executive or former executive officer —— base salaries are established to provide regular income, regardless in situations where: of share price; (a) the amount of a bonus or incentive compensation was —— annual bonus awards are capped and based on the achievement calculated based upon, or contingent on, the achievement of a number of financial as well as quantitative and qualitative of certain financial results that were subsequently the subject operational performance objectives; of or affected by a restatement of all or a portion of the —— long-term equity-based incentive grants, if and when granted, Corporation’s financial statements; are approved by the Board; (b) the executive officer engaged in gross negligence, intentional —— when considering the approval of bonus pay-out and long-term misconduct or fraud that caused or partially caused the need incentive grants, if any, the Board of Directors ensures that their for the restatement; and anticipated costs are reasonable relative to the Corporation’s (c) the amount of the bonus or incentive compensation that projected and actual income, and amounts are not paid under would have been awarded to or the profit realized by the the Corporation’s annual incentive plans until achievement of executive officer had the financial results been properly the relevant financial results have been confirmed by the audited reported would have been lower than the amount actually financial statements; awarded or received. —— the Corporation’s performance-based long-term incentive plan is comprised of RSUs and PSUs which vest after three years EXECUTIVE MINIMUM SHARE OWNERSHIP REQUIREMENTS only if performance criteria are met ensuring executives remain exposed to the risks of their decisions and that vesting periods To increase the alignment of executives’ and Shareholders’ interests, align with risk realization periods; effective August 1, 2012, the Corporation adopted minimum Share ownership requirements for the CEO and CFO of the Corporation, —— the Corporation has share ownership requirements for the CEO which remained unchanged for fiscal year 2014. The individuals and CFO; subject to these guidelines have five (5) years from August 1, 2012 —— the Corporation’s insider trading policy prohibits directors and (or until August 1, 2017) to attain their respective minimum Share 45 officers of the Corporation from engaging in trading or entering ownership. into arrangements involving derivative instruments securities For the purpose of assessing ownership levels, the value of Shares and or other arrangements that are designed to hedge or offset a vested Options are included while the potential value of unvested decrease in market value of any equity securities related to the RSUs and PSUs is not included. Shares are valued at the greatest of Corporation; the Share price on the day they were acquired or as at the date the —— the Corporation has an executive compensation clawback policy share ownership levels are assessed. The value of vested Options which allows it to require repayment of incentive compensation is the in-the-money value, if any, at the date the share ownership under certain circumstances; and levels are assessed. —— the Governance, Ethics and Compensation Committee maintains overall discretion to adjust annual incentive payouts to take into account both unexpected and extraordinary events. The Board of Directors and the Governance, Ethics and Compensation Committee believe the Corporation’s compensation plans are designed and administered with the appropriate balance of risk and reward, do not encourage excessive risk-taking behaviors and are not reasonably likely to have a material adverse effect on the Corporation.

executive compensation clawback policy On April 15, 2013, the Board, upon recommendation of the Governance, Ethics and Compensation Committee, adopted an executive compensation clawback policy (the “Clawback Policy”) concerning awards made under the Corporation’s STIP and LTIP from the date of the adoption of such policy. Under the Clawback Policy, which applies to all executive officers of the Corporation, including NEOs, the Board of Directors may, in its sole discretion,

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR MINIMUM SHARE OWNERSHIP REQUIREMENTS

REQUIREMENT (MULTIPLE MULTIPLE OF BASE SALARY REQUIREMENT STATUS EXECUTIVE POSITION OF BASE SALARY) AS AT APRIL 9, 2015 AS AT APRIL 9, 2015 Pierre Shoiry(1) 4 times 10.1 Ye s President and CEO Alexandre L’Heureux 2 times 0.4 No CFO

(1) Pierre Shoiry has committed to eight (8) times his base salary as long as he holds his position.

BENCHMARKING As part of its annual compensation review, the Governance, Ethics such as buildings, transportation, infrastructure, energy, environment and Compensation Committee reviews the comparator group used and industry, and with whom WSP competes for executive talent. to benchmark executive compensation to ensure that it represents The Broader Peer Group includes other North American and the most appropriate group of comparator companies in light of international competitors of the Corporation. Both Peer Groups the Corporation’s size, breadth of services and geographic scope. were developed using the following selection criteria: geography, industry, involvement in international projects, revenue size (ranging from 0.5 times to 2 times WSP’s revenues) and talent pool. new compensation and performance peer groups for 2014 The 2014 Peer Group was used for executive compensation The peer group used for the purposes of benchmarking executive benchmarking as well as for benchmarking the Corporation’s relative compensation in fiscal 2013 was replaced by (i) a revised peer group performance to determine the conditions for vesting of PSUs (the “2014 Peer Group”) and (ii) a broader peer group (the “Broader awarded under the LTIPs (refer to the section entitled “Description Peer Group”) for fiscal 2014 (collectively, the “Peer Groups”). The of Compensation paid to NEOs in 2014” on page 48). Companies 2014 Peer Group is primarily composed of major North American comprising the Broader Peer Group are used to perform further companies offering professional consulting services in engineering, reviews every three (3) years to determine whether the 2014 Peer architecture, construction and environment with operations in markets Group needs to be adjusted.

2014 PEER GROUP

CANADIAN-BASED PEERS US-BASED PEERS

Aecon Group Inc. Toromont Industries Ltd. Aegion Corp Granite Construction Inc. CAE Inc. Wajax Limited Bird Construction Inc. Mastec Inc. Progressive Waste Solutions Ltd. Russel Metals Inc Clean Harbors Inc. Primoris Services Corp Stantec Inc. Stuart Olson Inc. Comfort Systems USA Inc. Tetra Tech Inc. Dycom Industries Inc. Layne Christensen Co.

BROADER PEER GROUP

NORTH AMERICAN PEERS EUROPEAN AND INTERNATIONAL PEERS

Companies included in the 2014 Peer Group described above plus: Arcadis N V Cardno Limited AECOM Technology Corporation Grontmij N.V SNC-Lavalin Group Inc. Sweco AB WS Atkins plc EXECUTIVE PAY AND PERFORMANCE COMPARISON OF TOTAL SHAREHOLDER RETURN WITH S&P INDEX performance graph Pursuant to the conversion of GENIVAR Income Fund from an income trust structure to a corporate structure on January 1, 2011, the GENIVAR/WSP S&P/TSX Composite units of the Fund were converted for common shares of GENIVAR 180$ on a one-for-one basis. The following performance graph compares 160$ the cumulative total return of a $100 investment in (i) the units of

GENIVAR Income Fund until December 31, 2010, (ii) the common 140$ shares of GENIVAR from January 1, 2011 until December 31, 2013 and (iii) the common shares of WSP from January 1, 2014 until December 120$ 31, 2014 on the TSX with the cumulative total return on the S&P/ TSX Composite Index, assuming reinvestment of all distributions and 100$ dividends, for the period from December 31, 2009 to December 31, 80$ 2014 (the “Period”). 60$ The above performance graph and table show both a strong increase 2009 2010 2011 2012 2013 2014 in the Corporation’s total shareholder return (the “Total Shareholder Return”) over the Period and a solid performance by the Corporation Financial Year Ended as the Total Shareholder Return exceeded the S&P/TSX Composite Total Return by 31% for the Period.

DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, 2009 2010 2011 2012 2013 2014 trends in compensation GENIVAR/WSP $100.00 $118.87 $107.15 $85.21 $142.92 $163.62

The following graph illustrates the relationship between the total S&P/TSX $100.00 $114.45 $101.78 $105.85 $115.97 $124.57 compensation of the CEO and aggregate compensation paid to Composite other NEOs relative to the Corporation’s performance and Total Shareholder Return over the last six (6) fiscal years. The trend demonstrates a strong relationship between the changes 47 in the total compensation granted to the NEOs and the increase TRENDS IN COMPENSATION in the Corporation’s cumulative Total Shareholder Return starting in 2012. Following a period of rapid growth for the Corporation, 6,0 $ 180$ significant changes were made in 2013 and 2014 to the compensation 5,5 $ plans offered to NEOs, namely the redesign of the STIP and the 160$ introduction of long-term incentives. These changes contributed 5,0 $ to the implementation of a pay-for-performance philosophy and 140$ 4,5 $ increased alignment of executive compensation with Shareholders interests. Prior to 2012, the trend shows moderate year-over-year 4,0 $ 120$ increases in total compensation in periods of both positive and 3,5 $ negative Total Shareholder Return. 100$ 3,0 $ 80$ 2,5 $ realizable compensation 2,0 $ 60$

The pay-for-performance philosophy of the Corporation can be 1,5 $ illustrated by analyzing the difference in the value of the CEO’s 40$ realizable compensation compared to the value of the CEO’s awarded 1,0 $ 20$ compensation disclosed in the Summary Compensation Table on 0,5 $ page 57, as illustrated in the table below. Note that the following chart TSR

Numbers in millions Numbers 0,0 $ 0$ does not intend to replace or summarize the information disclosed 2009 2010 2011 2012 2013 2014 in the Summary Compensation Table. CEO Sum of the Other NEOs TSR

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR AWARDED AND REALIZABLE COMPENSATION - CEO COMPARISON OF AGGREGATE BASE SALARIES FROM 2013 TO 2014

2014 2013 2014 % CHANGE

All NEOs (1)(2)(3) $ 1,956,284 $ 2,119,220 8.3 % 2013

(1) Aggregate salaries of NEOs in place as at December 31, 2014, excluding Mr. 2012 Ackert who joined WSP in April 2014. (2) Mr. Dollin is paid in GBP. His annual salary was converted on the basis of the average exchange rate used to present expense information in the 2011 Corporation’s consolidated annual audited financial statements which in 2014 was $1.81938 to 1 GBP. 2010 (3) Mr. Cooper is paid in USD. His annual salary was converted on the basis of the average exchange rate used to present expense information in the 0,0 0,5 1,0 1,5 2,0 2,5 3,0 3,5 4,0 Corporation’s consolidated annual audited financial statements which in 2014 was $1.104 to 1 USD. Numbers in millions

ANNUAL SHORT-TERM INCENTIVE PLAN

2014 NEOs are entitled to receive STIP awards for achieving or exceeding Numbers in EUROPEAN AND pre-determined goals derived from the annual business plan. In 2010 2011 2012 2013 millions INTERNATIONAL its annual review of executive compensation for fiscal 2014, the PEERS Governance, Ethics and Compensation Committee aligned the Awarded 0,911 0,971 1,045 1,787 3,771 Corporation’s STIP metrics to the practices of the members of the 2014 Peer Group. The STIP metrics now include a mix of pre-approved Realizable 0,911 0,971 1,045 1,516 2,696 corporate performance, regional performance and individual performance metrics and provide greater payout opportunities for The value of the CEO’s realizable compensation differs from the superior results than those of previous years. Consequently, NEOs value of the CEO’s awarded compensation disclosed in the Summary can now potentially earn more than their target level bonus, up to Compensation Table on page 57 as certain elements of compensation a 160% payout for Messrs. Dollin and Ackert, up to a 150% payout are valued using the following assumptions: for Messrs. Shoiry and L’Heureux, and up to a 140% payout for Mr. Cooper. For each NEO, a minimum financial threshold expressed —— RSUs and PSUs are valued using a preliminary assessment of in EBITDA was set (either at the regional level or corporate level the level of achievement of the various performance conditions depending on the position held) and must be met in order to trigger attached to these units as at December 31, 2014 (for each grant the payment of a bonus. and its associated 3-year Performance Period) and the closing price of the Shares on the TSX on December 31, 2014 of $34.86; The following table describes the relative weight of the various performance metrics in determining STIP awards: —— Options are valued based on the difference between the closing price of the Shares on the TSX on December 31, 2014 of $34.86 and the exercise price of the Options. 2014 PERFORMANCE METRICS WEIGHTINGS

Note that realizable compensation will exceed awarded compensation EXECUTIVE CORPORATE REGIONAL INDIVIDUAL only if the various performance conditions attached to the RSUs and POSITION OBJECTIVES OBJECTIVES OBJECTIVES PSUs are met, and following an increase in Share price. President and CEO, 80% - 20% CFO, COO DESCRIPTION OF COMPENSATION PAID TO NEOS IN 2014 Other NEOs 20% 60% 20%

BASE SALARY In determining the various metrics of the 2014 STIP, the Governance, The base salaries of the NEOs are reviewed annually by the Ethics and Compensation Committee selected financial performance Governance, Ethics and Compensation Committee. For fiscal year indicators that are part of the Corporation’s annual business plan 2014, base salaries were reviewed and adjusted to take into account and longer term strategic plan and are highly correlated with value parameters such as the increase in responsibility or scope, each NEO’s creation for Shareholders. experience in their position, contribution to the Corporation’s success A total of five (5) different performance metrics were selected for and the median base salaries in the 2014 Peer Group. 2014. Revenue targets were set in terms of total sales growth and organic sales growth. Profitability was measured using two (2) metrics: earnings before non-underlying items, financial expenses, income tax expenses and depreciation and amortization (“EBITDA”) and operating margin defined as the EBITDA to Net Revenues ratio (“EBITDA %”). Finally, Day Sales Outstanding (“DSO”) was used to measure cash conversion efficiency. For each metric, targets CEO’s performance against his performance goals. The Committee were set either at the regional level or at the consolidated level also analyzed and discussed with the CEO other NEOs’ performance depending of each NEO’s managerial scope, and were approved in order to recommend their respective STIP awards to the Board for by the Governance, Ethics and Compensation Committee. approval. The corporate performance metrics, weighting and actual For fiscal year 2014, the Governance, Ethics and Compensation results for fiscal year 2014 are set out in the following table: Committee reviewed the Corporation’s results and assessed the

2014 CORPORATE PERFORMANCE METRICS, RESULTS AND RELATED PAYOUT

CORPORATE RELATIVE WEIGHT AT THRESHOLD(2) AT TARGET(3) AT MAXIMUM(4) PERFORMANCE ACHIEVED PAYOUT(4) (TOTAL OF 80%) (PAYOUT = 25%) (PAYOUT = 100%) (PAYOUT = 150%) MEASURES (1) Total Sales Growth 10% 11.5% 14.4% 16.7% 40.1% 150% Organic Sales 25% 1.5% 3.0% 4.5% 10.4% 150% Growth EBITDA ($) 10% $164.5 M $172.5 M $189.8 M $191.5 M 150% EBITDA % 25% 10.2% 10.3% 11.3% 10.8% 125% DSO 10% 86 83 80 79.4 150%

(1) Although EBITDA, EBITDA % and DSO are not IFRS measures, the Governance, Ethics and Compensation Committee believes they are meaningful supplemental measures of operating performance and highlight trends in the Corporation’s core business that may not otherwise be apparent when relying solely on IFRS financial measures. (2) No STIP award is payable below the threshold performance level. (3) Performance levels indicated in this table are derived from the Corporation’s annual business plan or budget. In some cases, performance goals were revised upwards to generate superior results to those set in the annual plan or budget. Performance goals for each metric and the various performance levels were recommended by the CEO and approved by the Governance, Ethics and Compensation Committee. (4) Maximum payout level is 160% for Messrs. Dollin and Ackert, 150% for Messrs. Shoiry and L’Heureux, and 140% for Mr. Cooper.

The same performance metrics applied to NEOs operating at projects aligned with the Corporation’s ambitious plan (such as regional levels (with the exception of Total Sales Growth) and the identification of potential merger and acquisition candidates, 49 performance goals were adjusted to reflect the regional component. integration of acquired companies, maintaining an adequate capital Based on regional results, payout varied, ranging from 62.5% to 160% structure) or with people leadership, employee engagement and (maximum) for Mr. Dollin during his role as Managing Director (from health and safety initiatives. The level of achievement of these January to May 2014) and between 0% and 140% (maximum) for individual objectives ranged between 70% and 100% for all NEOs. Mr. Cooper. For fiscal year 2014, each NEO’s target bonus and actual payout under Individual objectives set for 2014 and approved by the Governance, the STIP represented the following percentages of their respective Ethics and Compensation Committee involved a wide array of annual base salary:

2014 STIP TARGETS AND ACTUAL PAYOUT

ACTUAL ACTUAL NEOs MINIMUM TARGET MAXIMUM PAYOUT(4)(%) PAYOUT(4)($) Pierre Shoiry, President and CEO 25% 100% 150% 127.75% 894,250 Alexandre L’Heureux, CFO 15% 60% 90% 77.85% 350,325 Paul Dollin(1), COO 12.5% 50% 80% 65.25% 344,272 David Cooper(2), President, Buildings 12.5% 50% 70% 50.5% 223,008 and Chief Commercial Officer - USA David Ackert(3), President and 12.5% 50% 80% 43.3% 150,000 Chief Executive Officer – Canada

(1) Combined results taking into consideration performance results as Managing Director U.K./MEAI/APAC and COO. Both his annual base salary and target bonus remained unchanged for 2014. Mr. Dollin is paid in GBP. The amounts shown above are in Canadian dollars converted on the basis of the average exchange rate used to present expense information in the Corporation’s consolidated annual audited financial statements which was $1.81938 to 1 GBP in 2014. (2) The Governance, Ethics and Compensation Committee used its discretion and approved a recommendation from the CEO to increase the amount of bonus earned on two of the five metrics (more specifically on EBITDA % and DSO) in recognition of a strong performance in both cash flow management and profit for the region in 2014 and to provide for an actual payout aligned with target bonus. Mr. Cooper is paid in USD. The amounts shown above are in Canadian dollars converted on the basis of the average exchange rate used to present expense information in the Corporation’s consolidated annual audited financial statements which was $1.104 to 1 USD in 2014 (3) Mr. Ackert’s agreement for 2014 provided for payment of a fixed bonus of $150,000. (4) All NEOs met their respective minimum financial thresholds triggering payment of bonuses under the 2014 STIP.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR transaction bonuses lti plan Given that fiscal year 2014 was a transformational year for the The LTI Plan was designed to increase the interest in the Corporation’s Corporation following the Parsons Brinckerhoff Acquisition, the welfare of those officers, senior executives or key employees of Board of Directors, following a recommendation by the Governance, the Corporation (collectively, “Eligible Participants”) who share Ethics and Compensation Committee, determined that it was responsibility for the management, growth and protection of the appropriate to award one-time additional bonuses (the “Transaction business of the Corporation and have a significant impact on the Bonuses”) to recognize the significant contribution of certain NEOs Corporation’s long-term results, to reward their performance in in successfully planning, negotiating and closing this transaction. creating value for Shareholders and to provide a means through The CEO, CFO and COO have each committed to use 25% of which the Corporation may attract, motivate and retain key their respective Transaction Bonus to buy Shares at market value and personnel. The LTI Plan is administered by the Governance, Ethics have committed to hold such Shares for a minimum period of one and Compensation Committee. year following their purchase. Eligible NEOs received the following For each grant of Options under the LTI Plan, the Governance, Ethics amounts in Transaction Bonuses (in addition to the STIP awards and Compensation Committee shall (i) fix the number of Options described above): to be granted to each Eligible Participant, (ii) determine the price per Share to be payable upon the exercise of each such Option, ONE-TIME ADDITIONAL TRANSACTION BONUS which shall not be less than the market value of such Shares at the time of the grant, and (iii) determine the relevant vesting provisions, NEOs BONUS ($) including performance criteria, if any, and the term of the Option Pierre Shoiry which shall not exceed ten (10) years, the whole subject to the terms 505,750 President and CEO and conditions of the LTI Plan. Alexandre L’Heureux For each grant of RSUs under the LTI Plan, the Governance, Ethics 450,000 CFO and Compensation Committee shall (i) fix the number or dollar amount of RSUs to be granted to each Eligible Participant, (ii) Paul Dollin(1) 181,938 determine the relevant conditions and vesting provisions, including COO the determination of a Performance Period and performance criteria, David Cooper(2) if any, and (iii) determine the period during which RSUs may vest President Buildings and Chief 55,200 which period shall end no later than December 31 of the calendar Commercial Officer – USA year which is three (3) years after the calendar year in which the RSUs were granted, the whole subject to the terms and conditions (1) Mr. Dollin is paid in GBP. The amounts shown above are in Canadian dollars converted on the basis of the average exchange rate used to present expense of the LTI Plan. information in the Corporation’s consolidated annual audited financial statements which was $1.81938 to 1 GBP in 2014. As per the terms of the LTI Plan, the equivalent amount of the (2) Mr. Cooper is paid in USD. The amounts shown above are in Canadian dividend paid on a Share for each bookkeeping entry of a RSU (the dollars converted on the basis of the average exchange rate used to present “Dividend Equivalent”) is to be computed in the form of additional expense information in the Corporation’s consolidated annual audited financial statements which was $1.104 to 1 USD in 2014. RSUs calculated on each dividend payment date in respect of which normal cash dividends are paid on the Shares. Such RSUs are LONG-TERM INCENTIVE PLANS awarded on April 15th of the following fiscal year and shall vest on the Vesting Date according to the same vesting conditions (including description of plans, type of equity awards and performance performance criteria, if any) as the underlying RSUs. measures psu plan The Corporation administers two long-term incentive plans: (i) a long-term incentive plan adopted in 2011, as amended in 2013, 2014 In 2014, the Board approved, following a recommendation of the and 2015 (the “LTI Plan”) under which Options and RSUs can be Governance, Ethics and Compensation Committee, the creation and issued and (ii) a Performance Share Unit plan, which was approved issuance of PSUs in accordance with a newly adopted Performance in 2014 by the Board of Directors, following a recommendation of Share Unit Plan (the “PSU Plan”). The PSU plan was designed to the Governance, Ethics and Compensation Committee, as amended provide Eligible Participants with the opportunity to participate in in 2014 and 2015 (the “PSU Plan” and collectively with the LTI Plan the long-term success of the Corporation, to promote a greater the “LTIPs”). alignment of their interests with those of Shareholders, to reward Eligible Participants for their performance and to provide a means PSU awards under the PSU Plan have replaced, starting in 2014, through which the Corporation may attract, motivate and retain key annual grants of RSUs under the LTI Plan. RSUs may still, from time personnel. The PSU Plan is also administered by the Governance, to time in specific circumstances be issued while Options will continue Ethics and Compensation Committee. to be issued under the LTI Plan. For each grant of PSUs under the PSU Plan, the Governance, Ethics Detailed information on the LTIPs is included in Schedule C of this and Compensation Committee shall (i) determine the number of Circular. PSUs (including fractional PSUs) to be credited to each Eligible Participant, (ii) determine the performance measures and objectives the Shares. Such PSUs are awarded on April 15th of the following that shall determine the proportion, not exceeding two hundred fiscal year and shall vest in proportion to and on the same Vesting percent (200%), of such awarded PSUs becoming Vested PSUs Date as the underlying PSUs. and (iii) determine the Performance Period, the whole subject to The following table describes the various types of grants made the terms and conditions of the PSU Plan. to NEOs under the LTIPs in 2013 and 2014 and their respective As per the terms of the PSU Plan, the Dividend Equivalent is to be performance conditions: computed in the form of additional PSUs calculated on each dividend payment date in respect of which normal cash dividends are paid on

TYPE OF EQUITY AWARDS AND VESTING MATRIX

PAYMENT CHARACTERISTIC TYPE OF GRANT DESCRIPTION AND VESTING MATRIX AND VALUATION The percentage of RSUs that RSUs granted in 2013 include performance conditions and may vest at the end RSUs(1) may vest can vary from 0% up of the 3-year cycle based on Earnings Per Share Growth (“EPS Growth”) to a maximum of 100%.

EPS Growth % of RSUs that Vests Vested RSUs can be settled in cash, or in Shares purchased on the Less than 22.5% Zero open market, at the Corporation’s Between 22.5% and 37.5% Between 40% and 100% sole discretion. The Board has determined that RSUs granted in 37.5% or more 100% 2013 will only be settled in cash. Value equals to the number of vested RSUs multiplied by the Market Value on the Vesting Date. PSUs granted in 2014 may vest at the end of a 3-year Performance Period The percentage of PSUs that PSUs based on the Corporation’s Total Shareholder Return ("TSR") relative to that of may vest can vary from 0% up the 2014 Peer Group (50%) and Earnings Per Share growth targets (50%). to a maximum of 100%. 51 EPS Growth % of PSUs that Vests Less than 15% Zero Vested PSUs are settled in cash. Between 15% and 30% Between 0% and 100% 30% or more 100% Relative TSR % of PSUs that Vests 25th percentile 25% Value equals to the number of Vested PSUs multiplied by the Median 50% Market Value on the Vesting Date. 75th percentile 100%

Options Options issued in 2014 vest three (3) years after grant date (no partial Option Price shall not be less vesting) and have a ten (10) year term. At this point, for tax reasons, options than the Market Value of Shares grants are not made available to employees located outside Canada. at the time of the grant. Options provide value only if the Share price increases above the Option Price prior the end of term. Value equals to the number of vested Options to be exercised multiplied by the difference (in $) between the Share price on the day Options are exercised and the Option Price.

(1) For the RSUs issued on March 28, 2013, the Performance Period was originally set for one year (i.e. January 1, 2013 to December 31, 2013). However, on March 12, 2014, to better align the Corporation’s performance measurement period with long-term corporate performance, the Board of Directors extended the Performance Period from January 1, 2013 to December 31, 2015 following the recommendation of the Governance, Ethics and Compensation Committee. On March 28, 2013, the vesting of the awarded RSUs was conditional on the Corporation’s EBITDA per Share growth to be between 7.5% and 12.5% in the financial year commencing January 1, 2013 and ending on December 31, 2013. However, in connection with the extension of the Performance Period applicable to the 2013 RSU grant, the Board of Directors, on March 12, 2014, adjusted the performance measures and targets as set forth in the table above, following a recommendation of the Governance, Ethics and Compensation Committee.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Performance conditions selected both in 2013 and 2014 are aligned with the Corporation’s strategic plan and with the interests of Shareholders.

2014 ltip awards Each NEO’s (and Eligible Participants’) target LTIP award is defined as a percentage of their annual salary. Annual awards may vary from 0% to 150% of the target LTIP award level. When making decisions in determining the 2014 awards of Options and PSUs to be granted to each Eligible Participant, the Governance, Ethics and Compensation Committee gave due consideration to the value of each Eligible Participant’s present and potential future contribution to the Corporation’s success, and considered other factors such as the Corporation’s performance both in absolute terms and relative to the 2014 Peer Group and the degree to which previous long term incentive grants continue to motivate executives to achieve the Corporation’s long term objectives and pursue initiatives that will create value for the Shareholders over the long run. The following table shows the various awards approved by the Governance, Ethics and Compensation Committee for 2014:

2014 LTIP TARGETS AND AWARDS

TARGET LTIP AS A MAXIMUM LTIP AS 2014 LTIP AWARD AS NEOs EQUITY MIX(1) % OF SALARY A % OF SALARY A % OF SALARY Pierre Shoiry 60% PSUs + 150% 225% 225% President and CEO 40% Options Alexandre L’Heureux 60% PSUs + 100% 150% 150% CFO 40% Options Paul Dollin 75% 112.5% 112.5% 100% PSUs COO David Cooper President, Buildings 30% 45% 30% 100% PSUs and Chief Commercial Officer – USA David Ackert 60% PSUs + President and Chief 75% 112.5% 112.5% 40% Options Executive Officer – Canada

(1) Option grants are not made available to employees located outside Canada for tax reasons.

In 2014, the NEOs received an aggregate of 189,910 Options, with an expected value of $1,257,086, based on the Black-Scholes-Merton option valuation model, and 67,616 PSUs with an expected value of $2,417,011, based on the Market Value of Shares on the date of the grant. Please refer to the Summary Compensation Table on page 57 and the Incentive Plan Awards Table on page 58 of this Circular for a full description of how the Market Value is calculated. EMPLOYEE SHARE PURCHASE PLAN (ESPP) In January 2011, the Corporation implemented the ESPP for its Canadian employees, including NEOs. The purpose of the ESPP is to facilitate access to Share ownership and build a sense of belonging to the Corporation. For each dollar invested by an eligible employee to purchase Shares, the Corporation contributes an amount corresponding to 50% of the employee’s contribution, up to a maximum employer contribution of $1,000 per year per employee. The ESPP is managed by an external provider and the Shares are purchased from the market.

RETIREMENT PLANS AND OTHER BENEFITS retirement and savings plans The Corporation uses different retirement and savings plans based on the location of each NEO in order to provide a certain level of income security at retirement. The following table summarizes the various savings plans in place for NEOs:

SAVINGS PLANS OFFERED TO NEOS IN 2014

NEO TYPE OF PLAN CONTRIBUTION FORMULA

Pierre Shoiry Corporation will match 100% of the President and CEO NEO’s contributions, up to a maximum Group RRSP + Deferred Profit Sharing Plan amount equivalent to 3% of base salary, Alexandre L’Heureux subject to the maximum permitted under CFO the Tax Act ($24,270 in 2014) 53 Corporation will match 100% of the David Ackert Group RRSP + Non Registered Savings Plan NEO’s contributions, up to a maximum President and Chief Executive Officer - Canada amount equivalent to 6% of base salary. Paul Dollin No plan (monthly allowance to be Corporation contributes 15% COO invested in a personal savings plan) of base salary of the NEO David Cooper Corporation matches 25% of President, Buildings and Chief 401(k) plan the NEO’s contribution, up to a Commercial Officer - USA maximum of 4% of base salary

Please refer to the Summary Compensation Table on page 57 for more information on the individual value of these benefits for each NEO.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR benefits and other perquisites insurance. Mr. Dollin received a monthly allowance to be invested The Corporation aims to offer an array of competitive benefits to in a personal savings plan representing 15% of his base salary plus a its employees independent of their role in the organization and car benefit and access to a private health benefit. Please refer to the taking into consideration general practices in each of the regions Summary Compensation Table on page 57 for more information on where the Corporation operates. NEOs are covered under the same the individual value of these benefits for each NEO. benefits programs applicable to all other employees in their respective region and which typically include life, medical, dental and disability SEVERANCE AND TERMINATION BENEFITS insurance. The Corporation or its subsidiaries have employment agreements The aggregate value of other perquisites that were provided to in place with each NEO. All employment agreements are for an NEOs for fiscal 2014 (and that are not typically offered to all other indeterminate term and include confidentiality covenants which employees) did not exceed the lesser of $50,000 or 10% of the NEO’s apply indefinitely. The following table summarizes the other key annual base salary, except for Mr. Dollin, and typically consisted of characteristics of these agreements: an automobile allowance, private health benefits or private disability

OTHER KEY CHARACTERISTICS OF EMPLOYMENT CONTRACTS

PAYMENT IN CASE PAYMENT IN CASE OF TERMINATION NON-SOLICITATION NON-COMPETITION NEO OF TERMINATION OF EMPLOYMENT COVENANT COVENANT WITHOUT CAUSE FOLLOWING A CHANGE IN CONTROL Reasonable amount taking During employment During employment into account standards Pierre Shoiry Same as termination and one (1) year and one (1) year of the industry, years of President and CEO without cause following termination following termination service to the Corporation and applicable legislation Reasonable amount taking During employment into account standards Alexandre L’Heureux Twelve (12) months and three (3) months During employment of the industry, years of CFO of base salary following termination service to the Corporation and applicable legislation Twelve (12) months of base salary plus the cash equivalent of his employment benefits, During employment During employment Paul Dollin payable in equal monthly Same as termination and one (1) year and one (1) year COO installments, less any without cause following termination following termination gross amount from any other alternative income received during or referable to this period David Cooper During employment President, Buildings Twelve (12) months of Same as termination During employment and one (1) year and Chief Commercial base salary and benefits without cause following termination Officer – USA David Ackert Eighteen (18) months During employment During employment President and Chief of base salary, benefits Same as termination and 18 months and 18 months Executive Officer and contribution without cause following termination following termination – Canada towards savings plan The STIP and LTIPs also provide for different payments level under various termination scenarios which are summarized below:

INCENTIVE COMPENSATION PAYMENTS IN CASE OF TERMINATION

TERMINATION VOLUNTARY TERMINATION TERMINATION OF EMPLOYMENT COMPENSATION ELEMENT RESIGNATION FOR CAUSE WITHOUT CAUSE FOLLOWING A CHANGE IN CONTROL Current year STIP No payment No payment No payment No payment

Unvested RSUs / PSUs RSUs: Board has discretion remain in effect and to make such provision are payable at the end for the protection of the RSUs / PSUs RSUs / PSUs are cancelled RSUs / PSUs are cancelled of the 3-year term if rights of the Participants performance conditions PSUs: Immediate are met, prorated to the vesting on the date of number of months worked the change of control

Vested Options must be Vested Options must be Board has discretion to exercised within 30 days exercised within 30 days make such provision for Options All Options are cancelled. Unvested Options Unvested Options the protection of the are cancelled. are cancelled. rights of the Participants

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR The following table summarizes the payments which would be owed to each NEO in the event of a termination without cause or a termination without cause following a change of control of the Corporation, assuming a termination date of December 31, 2014:

TERMINATION WITHOUT CAUSE AND CHANGE OF CONTROL PAYMENTS

TERMINATION FOLLOWING CHANGE NEO TERMINATION WITHOUT CAUSE PAYOUT ($) IN CONTROL PAYOUT ($) (3)

Reasonable amount taking into account Pierre Shoiry Base Pay: Reasonable amount standards of the industry, years of service to President and CEO LTIPs: $2,013,200 the Corporation and applicable legislation Base Pay: $450,000 Reasonable amount taking into account Alexandre L’Heureux standards of the industry, years of service to LTIPs: $961,474 CFO the Corporation and applicable legislation Total: $1,411,474 Base Pay (incl. Benefits): $634,771 Paul Dollin(1) $634,771 LTIPs: $1,142,223 COO Total: $1,776,994 Base Pay (incl. Benefits): $463,455 David Cooper(2) President, Buildings and Chief $463,455 LTIPs: $281,564 Commercial Officer - USA Total: $745,019 Base Pay (incl. Benefits): $807,467 David Ackert President and Chief Executive $807,467 LTIPs: $316,494 Officer - Canada Total: $1,123,961

(1) Mr. Dollin is paid in GBP. Amounts shown in this table are converted on the basis of the average exchange rate used to present expense information in the Corporation’s consolidated annual audited financial statements which in 2014 was $1.81938 to 1 GBP. (2) Mr. Cooper is paid in USD. His annual salary was converted on the basis of the average exchange rate used to present expense information in the Corporation’s consolidated annual audited financial statements which in 2014 was $1.104 to 1 USD. (3) The amounts payable pursuant to the LTIPs assume that, upon the change of control, the Board uses its discretion in accordance with the LTI Plan and determines that all unvested RSUs shall vest immediately at 100% of the award (including all Dividend Equivalents earned). All PSUs fully vest in the event of a change in control (including all Dividend Equivalents earned). The values of the RSUs and PSUs have been calculated using year-end closing price of the Share on the TSX as at December 31, 2014 of $34.86. KEY COMPENSATION TABLES

SUMMARY COMPENSATION TABLE The following table summarizes the NEOs’ total annual compensation for years ending December 31, 2012, December 31, 2013 and December 31, 2014, as applicable. All amounts are in Canadian dollars.

NON-EQUITY INCENTIVE PLAN COMPENSATION

LONG- ALL NAME AND OPTION- SHORT-TERM TERM TOTAL SHARE-BASED PENSION OTHER PRINCIPAL YEAR SALARY BASED INCENTIVE INCENTIVE COMPEN- AWARD(2) VALUE COMPEN- POSITION AWARD(3) PLANS(4) PLANS SATION SATION(5)(6) PENSION

($) ($) ($) ($) ($) ($) ($) ($)

2014 697,654 944,991 629,998 1,400,000 - - 93,368 3,771,010 Pierre Shoiry 2013 650,000 650,000 - 440,700 - - 46,059 1,786,759 President and CEO 2012 490,000 - - 543,000 - - 11,952 1,044,952

Alexandre 2014 448,827 405,016 407,997 800,325 - - 54,858 2,117,023 L’Heureux CFO 2013 425,000 340,000 - 230,520 - - 41,258 1,036,778 2012 300,000 - - 381,000 - - 10,079 691,079

2014 527,620 604,742 - 526,210 - - 154,037 1,812,609 Paul Dollin(7) 2013 386,928 325,000 - 224,550 - - 106,942 1,043,420 57 COO 2012(1) 158,490 - - - - - 34,037 192,527 David Cooper(8) 2014 441,600 133,611 - 278,208 - - 33,393 886,812 President, Buildings and 2013 412,000 89,994 - 231,750 - - 15,942 749,686 Chief Commercial 2012(9) 150,208 - - - - - 5,398 155,606 Officer – USA David Ackert 2014 346,438(10) 328,652 219,092 150,000 - - 49,084 1,093,265 President and ------Chief Executive Officer – Canada ------

(1) Figure shown for Mr. Dollin for 2012 in this table reflect compensation for the salary or $50,000 for the years indicated in this table. In 2014, Mr. Dollin period from August 1, 2012 to December 31, 2012, representing 42% of the received a savings allowance of $79,143, car benefits of $20,923, access to a annual salary. private health benefit and an employer-sponsored group benefits plan. (2) Represents the grant date fair value of RSUs and/or PSUs awarded pursuant (6) Includes the Dividend Equivalents dollar amounts earned for fiscal 2013 and to the LTIPs. fiscal 2014 assuming payout at 100% and using year-end closing price of the (3) Represents the fair value per option of options granted on March 26, 2014 (and Share on the TSX of $31.54 as at December 31, 2013 and $34.86 as at December on March 28, 2014) of $6.90, which was estimated using the Black-Scholes- 31, 2014. Merton valuation model (“BSM”), a prevalent and commonly used valuation (7) Mr. Dollin is paid in GBP. The amounts shown above are in Canadian dollars methodology, according to the following assumptions: an expected annual converted on the basis of the average exchange rate used to present expense dividend rate of $1.50, a risk-free interest rate of 2.48%, an expected volatility information in the Corporation’s consolidated annual audited financial of 22.32% and an expected duration of 3 to 5 years. The fair value per option statements which was $1.58490 to 1 GBP in 2012, $1.61220 to 1 GBP in 2013 granted to Mr. Ackert on May 27, 2014 of $5.55 was estimated using the same and $1.81938 to 1 GBP in 2014. methodology. Refer to Schedule C of this Circular for more details on Options. (8) Mr. Cooper is paid in USD. The amounts shown above are in Canadian (4) The amounts in this column show amounts awarded pursuant to the STIP for dollars converted on the basis of the average exchange rate used to present performance achieved in the year specified, but actually paid in the following expense information in the Corporation’s consolidated annual audited financial year. The amounts also include the Transaction Bonuses awarded to certain statements which was $1.00 to 1.00 USD in 2012, $1.03 to 1 USD in 2013 and NEOs in the context of the Parsons Brinckerhoff Acquisition. See “Description $1.104 to 1 USD in 2014. of Compensation paid to NEOs in 2014 - Transaction Bonuses on p.50 for (9) Figure shown for Mr. Cooper for 2012 in this table reflect compensation for additional details. the period from August 1, 2012 to December 31, 2012, representing 42% of (5) The amounts in this column represent payments with regards to employee the annual salary and other compensation. benefits, savings plans and other perquisites described under “Retirement (10) Figure shown for Mr. Ackert for 2014 reflects compensation for the period of Savings Plans and Other Benefits”. These amounts for Messrs. Shoiry, April 10, 2014 to December 31st, 2014, representing 71% of Mr. Ackert’s annual L’Heureux, Cooper and Ackert represented less than 10% of their annual base salary.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR INCENTIVE PLAN AWARDS TABLE The following table summarizes for each NEO the number of Options, RSUs and PSUs outstanding under the LTIPs as at December 31, 2014.

OUTSTANDING OPTION-BASED AWARDS OUTSTANDING SHARE-BASED AWARDS

MARKET OR PAYOUT NUMBER VALUE OF MARKET OR NUMBER OF VALUE OF OF SHARES SHARE- PAYOUT VALUE SECURITIES UNEXER- OR UNITS BASED OF VESTED UNDERLYING CISED OF SHARES AWARDS SHARE-BASED NAME AND UNEXER- OPTION OPTION IN-THE- THAT THAT AWARDS NOT PRINCIPAL DATE OF CISED EXERCISE EXPIRATION MONEY HAVE NOT HAVE NOT PAID OUT OR POSITION GRANT OPTIONS PRICE DATE OPTIONS(1) VESTED(3) VESTED(2) (3) DISTRIBUTED(4)

# $ $ $ $

Pierre Shoiry, March 26, March 26, 91,304 35.45 0 27,798 969,038 President and CEO 2014 2024 March 28, - - - - 29,953 1,044,162 - 2013

2,013,200

Alexandre March 28, March 28, 20,000 35.12 0 - - L’Heureux(5), 2014 2024 CFO March 26, March 26, 39,130 35.45 0 11,913 415,287 2014 2024 - March 28, - - - - 15,668 546,186 2013

961,474

Paul Dollin, March 26, - - - - 17,790 620,159 COO 2014

March 28, - - - - - 14,976 522,063 2013

1,142,223

David Cooper, March 26, - - - - 3,929 136,965 President, 2014 Buildings and March 28, Chief Commercial - - - - 4,148 144,599 - 2013 Officer – USA 281,564

David Ackert, President and May 27, May 27, 39,476 37.75 0 9,079 316,494 - Chief Executive 2014 2024 Officer – Canada

(1) Value of the unexercised in-the-money options at financial year-end is (4) There are no vested share-based awards that have not yet been paid or calculated based on the difference between the closing price of the Shares distributed. on the TSX on December 31, 2014 of $34.86 and the Option Prices, multiplied (5) The Board of Directors, following a recommendation of the Governance, by the number of unexercised Options. Ethics and Compensation Committee, approved a grant of 20,000 Options (2) The value of Share or units of Shares awards at financial year-end is determined to Alexandre L’Heureux on March 26, 2014. One third of these options vested by multiplying the number of units held as at December 31, 2014 by the closing on the date of the grant, with the remaining two thirds vesting each on the price of the Shares on the TSX on December 31, 2014 of $34.86, assuming that first and second anniversary of the grant, and all are exercisable at a price of performance conditions will be fully met and a payout of 100%. $35.12. (3) The amounts shown in this column include the value of RSUs and/or PSUs issued as Dividend Equivalents earned during fiscal year 2014. INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR The following table provides a summary of the value of Option- based and Share-based awards vested or of non-equity incentive plan compensation earned during the Corporation’s fiscal year ended December 31, 2014.

NON-EQUITY INCENTIVE OPTION-BASED AWARDS SHARE-BASED AWARDS PLAN COMPENSATION NAME AND PRINCIPAL POSITION – VALUE VESTED – VALUE VESTED – VALUE EARNED DURING THE YEAR DURING THE YEAR DURING THE YEAR(1)

$ $ $

Pierre Shoiry - - 1,400,000 President and CEO Alexandre L’Heureux - - 800,325 CFO Paul Dollin(2) - - 526,210 COO David Cooper(3) President, Buildings and Chief - - 278,208 Commercial Officer - USA David Ackert - - 150,000 President and Chief Executive Officer - Canada

(1) Represents the amount of bonus earned under the STIP for fiscal 2014 payouts (3) Mr. Cooper is paid in USD. His annual salary was converted on the basis of the and includes the amount of special bonuses awarded to each NEO in the average exchange rate used to present expense information in the Corporation’s context of the Parsons Brinckerhoff Acquisition. consolidated annual audited financial statements which in 2014 was $1.104 to 1 (2) Mr. Dollin is paid in GBP. Amounts shown in this table are converted on the USD. 59 basis of the average exchange rate used to present expense information in the Corporation’s consolidated annual audited financial statements which in 2014 was $1.81938 to 1 GBP.

SECURITIES AUTHORIZED FOR ISSUANCE UNDEREQUITY COMPENSATION PLANS The following table provides a summary as of December 31, 2014, of the security-based compensation plans or individual compensation arrangements pursuant to which equity securities of the Corporation may be issued.

NUMBER OF SHARES NUMBER OF SHARES TO BE WEIGHTED-AVERAGE REMAINING AVAILABLE PLAN CATEGORY ISSUED UPON EXERCISE OF EXERCISE PRICE OF FOR FUTURE ISSUANCE OUTSTANDING OPTIONS(1) OUTSTANDING OPTIONS UNDER EQUITY COMPENSATION PLANS Equity Compensation Plans 300,648 $35.84 1,780,302 Approved by Securityholders Equity Compensation Plans not N/A N/A N/A Approved by Securityholders Total 300,648 $35.84 1,780,302

(1) Outstanding RSUs granted on March 28, 2013 are not shown in this table following the determination from the Governance, Ethics and Compensation Committee that these RSUs will be payable solely in cash after the Vesting Date.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Under the LTI Plan, the total number of Shares reserved and available closed on March 31, 2014. CPPIB and Caisse were also entitled to for grant and issuance pursuant to Options and RSUs is limited to receive the previously declared dividend of $0.375 per Share payable 2,080,950 Shares, representing 2.33% of the 89,230,631 issued and on or about April 15, 2014 on the newly issued Shares. outstanding Shares as of April 9, 2015. An aggregate of 625,585 A portion of the purchase price payable in connection with the Options have been issued to employees of the Corporation and Parsons Brinckerhoff Acquisition was financed using the gross 590,358 remain outstanding on April 9, 2015. proceeds of an approximate $400 million private placement of An aggregate of 218,133 RSUs were issued to employees of the subscription receipts with CPPIB and Caisse. Upon closing of the Corporation and 179,778 were outstanding on April 9, 2015, all of Parsons Brinckerhoff Acquisition, CPPIB and Caisse received, which were determined by the Governance, Ethics and Compensation without payment of additional consideration or further action, one Committee to be payable solely in cash after the Vesting Date. For a Share for each subscription receipt held upon closing of the Parsons full description of the LTIPs, please refer to Schedule C. Brinckerhoff Acquisition, plus an amount per Share equal to the previously declared dividend of $0.375 per Share payable on or about October 15, 2014. Moreover, in connection with the closing of the Parsons Brinckerhoff Acquisition, each of CPPIB and Caisse received OTHER IMPORTANT a non-refundable capital commitment payment equal to $4,438,800. INFORMATION MAIL SERVICE INTERRUPTION DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE If there is a mail service interruption prior to a Shareholder mailing The Directors and officers of the Corporation and its subsidiaries a completed proxy to CST, it is recommended that the Shareholder are covered under (i) a directors’ and officers’ insurance policy, and deposit the completed proxy, in the envelope provided, at any of the (ii) a directors’ and officers’ excess insurance policy. following offices of CST: The Corporation also entered into indemnification agreements with each of its Directors and officers. The indemnification agreements generally require that the Corporation indemnify and hold the indemnitees harmless to the greatest extent permitted by law for TORONTO, ONTARIO CALGARY, ALBERTA liabilities arising out of the indemnitees’ service to the Corporation 320 Bay Street 600 The Dome Tower as Directors or officers, provided that the indemnitees acted honestly and in good faith with a view to the best interests of the Corporation B1 Level 333-7th Avenue S.W. and, with respect to criminal and administrative actions or proceedings Toronto, ON M5H 4A6 Calgary, AB T2P 2Z1 that are enforced by monetary penalty, the indemnitees had no reasonable grounds to believe that their conduct was unlawful. The indemnification agreements also provide for the advancement of defense expenses to the indemnitees by the Corporation. HALIFAX, NOVA SCOTIA MONTREAL, QUEBEC 1660 Hollis Street 2001 Robert-Bourassa Blvd AGGREGATE INDEBTEDNESS OF DIRECTORS AND OFFICERS Centennial Building Suite 1600 th As at April 9, 2015, the Corporation had not made any loans to Suite 406, 4 floor Montreal, QC H3A 2A6 officers, Directors, employees or former officers, directors and Halifax, NS B3J 1V7 employees of the Corporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS VANCOUVER, BRITISH COLUMBIA Other than as set out below, none of the Nominee Directors, executive 1066 West Hastings Street officers or insiders of the Corporation, or any associate or affiliate of Suite 1600 such persons or the Corporation has or has had any material interest, direct or indirect, in any transaction since the commencement of Vancouver, BC V6E 3X1 the Corporation’s most recently completed financial year or in any proposed transaction that has materially affected or will materially affect the Corporation or any of its subsidiaries. A portion of the purchase price payable in connection with the acquisition of all of the issued and outstanding shares of Focus Group Holding Inc. was financed using the gross proceeds of an approximate $86 million private placement of Shares with CPPIB and Caisse that HOW TO REQUEST MORE INFORMATION —— the AIF, together with any document, or the relevant pages of any document, incorporated by reference into it. DOCUMENTS YOU CAN REQUEST In addition, Shareholders may contact the Corporation in writing Additional information relating to the Corporation is available at at Investor Relations, 1600, René-Lévesque Blvd. West, 16th Floor, www.sedar.com under the name WSP Global Inc., including the Montreal, Quebec, H3H 1P9. Corporation’s AIF and annual report, which includes the audited The above documents are also available on our website at consolidated financial statements and related management discussion www.wspgroup.com and on SEDAR at www.sedar.com. All of our and analysis for the years ended December 31, 2014 and 2013. You news releases are also available on our website. can also ask us for a copy of the following documents at no charge:

—— the annual report of the Corporation for the year ended SHAREHOLDER PROPOSALS FOR OUR NEXT December 31, 2014, which includes the annual consolidated ANNUAL SHAREHOLDER MEETING financial statements, together with the auditors’ report and The Corporation will include proposals from Shareholders that the management discussion & analysis related to the annual comply with applicable laws in next year’s management information consolidated financial statements; circular for our next annual Shareholder meeting to be held in respect —— any interim financial statements of the Corporation that were filed of the fiscal year ending on December 31, 2015. Please send your after the consolidated financial statements for the most recently proposal to the Corporate Secretary of the Corporation, Valéry completed fiscal year and the management discussion & analysis Zamuner, at its head office: 1600, René-Lévesque Blvd. West, 16th for such interim financial statements; and Floor, Montreal, Quebec, H3H 1P9, by January 22, 2016.

APPROVAL OF DIRECTORS The content and the sending of this Circular to Shareholders of the Corporation have been approved by the Directors.

April 9, 2015 61

CHRISTOPHER COLE By order of the Directors, CHRISTOPHER COLE Chairman of the Board of Directors

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR of the Board, are independent pursuant to applicable SCHEDULE A legislation, regulation and listing requirements; (b) Develop appropriate qualifications and criteria for the BOARD OF DIRECTORS selection of Board members; CHARTER 7. Appoint the chairman of the Board (the “Chairman”) and if the Chairman is an Executive Chairman, a lead director (the “Lead PURPOSE Director”) and the chairman and members of each committee The role of the board of directors of the Corporation (the “Board”) of the Board, in consultation with the relevant committee of the is to supervise the management of the business and affairs of the Board; Corporation. The Board, directly and through its committees, shall 8. Along with the Governance, Ethics and Compensation provide direction to senior management, generally through the Committee, provide and oversee an orientation and continuing president and chief executive officer (the “CEO”), to pursue the education program for newly appointed directors; best interests of the Corporation. 9. Review the disclosure in the Corporation’s public disclosure documents relating to corporate governance practices DUTIES AND RESPONSIBILITIES and conduct a periodic review of the relationship between The Board, in exercising its powers and discharging its duties, shall management and the Board, particularly in a view to ensure act honestly and in good faith with a view to the best interests of the effective communication and the provision of information to Corporation and exercise the care, diligence and skill that a reasonably directors in a timely manner; prudent person would exercise in comparable circumstances. In 10. Assess annually the effectiveness and contribution of the Board, considering what is in the best interests of the Corporation, the the Chairman, each committee of the Board and their respective Board may look at the interests of inter alia, shareholders, employees, chairmen and individual directors; creditors, consumers, governments and the environment to inform its decisions. 11. Review and approve the Code of Conduct of the Corporation with the purpose of promoting integrity and deterring In furtherance of its purpose, the Board shall assume the following wrongdoing, and encouraging and promoting a culture of ethical duties and responsibilities: business conduct and as required, oversee compliance with the Corporation’s Code of Conduct by directors, officers and other management personnel and employees; strategy and budget 1. Ensure that a strategic planning process is in place and approve, 12. Receive reports from the Governance, Ethics and Compensation at least on an annual basis, a strategic plan which may take into Committee regarding any breach of the policies with respect to account, among other things, the longer term opportunities business conduct and ethics, including the Code of Conduct and risks of the business; and review investigations and any resolutions of complaints received under such policies; 2. Approve the Corporation’s annual operating and capital budgets; 13. Delegate (to the extent permitted by law) to the CEO, other executive officers and management personnel appropriate 3. Review operating and financial performance results in relation powers to manage the business and affairs of the Corporation; to the Corporation’s strategic plan and budgets; 14. Act and function independently from management in fulfilling 4. Approve all significant decisions outside of the ordinary course its fiduciary obligations; of the Corporation’s business, including major financings, acquisitions, and dispositions or material departures from the 15. Review, approve and implement the Corporation’s material policies, including the insider trading policy, health and safety strategic plan or budgets; policies and practices and measures for receiving feedback from the Corporation’s stakeholders, and oversee compliance of these governance policies by directors, executive officers and other management personnel and employees; 5. Develop the Corporation’s approach to, and disclosure of, corporate governance practices and oversee the development 16. Review and approve, as required, the Corporation’s by the governance, ethics and compensation committee (the environmental policies and management systems; “Governance, Ethics and Compensation Committee”) of a set of corporate governance guidelines and principles that are human resource management and compensation specifically applicable to the Corporation; 17. Appoint the CEO and the Chief Financial Officer (the “CFO”) 6. Approve the nomination of directors to the Board, as well as: of the Corporation, following the recommendation of the (a) Ensure that a majority of the Corporation’s directors Governance, Ethics and Compensation Committee; have no direct or indirect material relationship with the 18. Approve and/or develop, as applicable written position Corporation and determine who, in the reasonable opinion descriptions for the role of the CEO, the CFO and the COO, 31. Appoint (including terms and review of e ngagement), subject to which includes delineating management’s responsibilities, as well approval of shareholders, and remove the Corporation’s auditor; as written position descriptions for the role of the Chairmen of 32. Review and approve mergers and acquisition opportunities and the committees of the Board and the Lead Director; financings; 19. Approve the Corporation’s compensation policy for directors, if any; COMPOSITION 20. Review and approve, following the recommendation of the 1. The composition and organization of the Board, including the Governance, Ethics and Compensation Committee, the number, qualifications and remuneration of directors, the number corporate goals and objectives that the CEO, the CFO and of Board meetings, Canadian residency requirements, quorum other executive officers are responsible for meeting and requirements, meeting procedures and notices of meetings shall reviewing the performance of these individuals against such comply with applicable requirements of the Canada Business corporate goals and objectives; Corporations Act, the securities laws and regulations applicable 21. Review and approve, following the recommendation of the in the Province of Québec and the articles and by-laws of the Governance, Ethics and Compensation Committee, the Corporation, subject to any exemptions or relief that may be compensation of the CEO, the CFO and other executive officers granted from such requirements from time to time. of the Corporation (including participation in compensation and benefits policies or changes thereto); COMMITTEES OF THE BOARD 22. Satisfy itself as to the integrity of the CEO and other executive 1. Subject to applicable law, the Board shall establish, if needed, officers and that the CEO and other executive officers create other Board committees or merge or dispose of any Board a culture of integrity throughout the organization; committee in addition to the Audit Committee and the Governance, Ethics and Compensation Committee. 23. Review and approve, following the recommendation of the Governance, Ethics and Compensation Committee, the 2. In conjunction with the Governance, Ethics and Compensation succession planning relating to the position of the CEO, other Committee, the Board shall review the appropriate structure, executive officers, the chairmen of the Board and committees size, composition, mandate and members for each Board and the Lead Director; committee, and approve any modifications to such items as considered advisable. The Board may review, from time to time, each charter and consider any suggested amendments 63 risk management, capital management and internal controls for approval. In addition, the Board may institute procedures 24. Identify and assess periodically the principal risks of the to ensure that the Board and the Board committees function Corporation’s business, and ensure the implementation of independently of management. appropriate systems to manage these risks; 3. To facilitate communication between the Board and each of the 25. Ensure the integrity of the Corporation’s internal control over Board committees, each committee chairman shall provide a financial reporting, management of information systems, summary and, to the extent necessary, a report, to the Board disclosure controls and procedures, financial disclosure and on material matters considered by the committee at the first the safeguarding of the Corporation’s assets; Board meeting following the committee’s meeting.

26. Together with the Audit Committee, review, approve and MEETING oversee the Corporation’s disclosure controls and procedures; 1. The Board shall meet at least once in each quarter, with additional meetings held as deemed advisable. The Chairman communications shall be primarily responsible for the agenda and for supervising the conduct of any Board meeting. Any director may propose 27. In conjunction with management, meet with the Corporation’s the inclusion of items on the agenda, request the presence of, shareholders at the annual meeting and be available to respond or a report by any member of senior management, or at any to questions at that time; Board meeting raise subjects that are not on the agenda for that 28. Monitor investor relations programs and communications with meeting. analysts, the media and the public; 2. The Board shall conduct meetings of the Board in accordance 29. Review, approve and implement the Corporation’s disclosure with the Corporation’s articles and by-laws. policy; 3. The secretary of the Corporation (the “Corporate Secretary”), his or her designate or any other person the Board requests, financial reporting, auditors and transactions shall act as secretary of Board meetings. 30. Review and approve, as required, the Corporation’s financial 4. Minutes of Board meetings shall be recorded and maintained statements and related financial information; and by the Corporate Secretary, or any other person acting in such capacity, and subsequently presented to the Board for approval.

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR 5. The independent members of the Board may hold regularly- LEAD DIRECTOR scheduled meetings, or portions of regularly scheduled Under applicable securities laws, the Chairman of the Board of meetings, at which non-independent directors and members Directors is not considered to be an independent director as he of management are not present. has been within the last three years the Executive Chairman of 6. Each director is expected to attend all meetings of the Board the Corporation for a transition period of 12 months following the and any committee of which he or she is a member. WSP Acquisition. In order to continue to address the requirements of the Corporate Governance Guidelines and Mr. Cole’s non 7. The Board shall have unrestricted access to management and independence, and to create a balance of authority and provide employees of the Corporation (including, for greater certainty, for objective leadership, the Board of Directors has appointed Mr. its affiliates, subsidiaries and their respective operations). Richard Bélanger to act as the independent Lead Director.

OTHER The Board of Directors has adopted a position description for the Lead Director. Some of the primary responsibilities of the Lead 8. The Board shall perform any other function as prescribed by Director include, among others, the following: (i) working with the law or as not delegated by the Board to one of the committees Chairman, the CEO and other members of management, where of the Board or to management personnel. appropriate, to monitor progress on the strategic plan, annual 9. This Board Charter is a statement of broad policies and is budgets, policy implementation and succession planning, (ii) intended as a component of the flexible governance framework working closely with the Chairman and the CEO to ensure that the within which the Board, assisted by its committees, directs the Corporation is building a healthy governance culture and an effective affairs of the Corporation. While it should be interpreted relationship between management personnel and the members of in the context of all applicable laws, regulations and listing the Board of Directors, (iii) ensuring that the Board of Directors requirements, as well as in the context of the Corporation’s acts and functions independently from management in fulfilling its articles and by-laws, it is not intended to establish any legally fiduciary obligations, (iv) ensuring that the independent directors, binding obligations. as applicable, have the opportunity, at each regularly scheduled meeting, to meet separately without non-independent directors and management personnel present, and (v) assuming the responsibilities LIMITATIONS ON BOARD’S DUTIES of the Chairman during meetings of the Board of Directors when 1. Nothing contained in this charter is intended to expand directors who are not independent declare a conflict or otherwise applicable standards of conduct under statutory or regulatory excuse themselves from the debate on an agenda item at a Board requirements for the directors of the Corporation. of Directors meeting and do not participate in a vote. 2. Members of the Board are entitled to rely, absent knowledge to the contrary, on (i) the integrity of the persons and organizations CHIEF EXECUTIVE OFFICER from whom they receive information, and (ii) the accuracy and The Board of Directors has adopted a position description for the completeness of the information provided. CEO. The CEO is accountable to the Board of Directors for the effective overall management of the Corporation and for conformity with policies agreed upon by the Board of Directors. The CEO shall have full responsibility for the day-to-day operations of the SCHEDULE B business of the Corporation and its subsidiaries in accordance with the strategic plan and operating and capital budgets. Some of the POSITION DESCRIPTIONS primary responsibilities of the CEO include, among others, the following: (i) manage the strategic and operational performance CHAIRMAN OF THE BOARD OF DIRECTORS of the Corporation in accordance with the goals, policies and objectives set by the Board from time to time, including overseeing The Board of Directors has adopted a position description for the the Corporation’s achievement and maintenance of a satisfactory Chairman of the Board. Some of the primary responsibilities of the competitive position within its industry, (ii) develop, for the Board’s Chairman include, among others, the following: (i) establishing consideration and approval, an annual strategic plan which takes into procedures to govern the Board of Directors’ work and ensure the account, among other things, potential growth through strategic Board of Directors’ full discharge of its duties, (ii) working with the acquisitions, longer term opportunities and risks of the business, (iii) president and CEO, other officers and senior management personnel develop, in cooperation with the CFO and the COO, an annual to monitor progress on the strategic plan, annual budgets, policy operating plan and financial budget that supports the Corporation’s implementation and succession planning, (iii) ensuring that the Board long-term strategy, (iv) establish a strong working relationship with of Directors acts and functions independently from Management in the Board of Directors and (v) oversee the CFO and the COO in fulfilling its fiduciary obligations, and (iv) chairing every meeting of ensuring that the day-to-day business affairs of the Corporation are the Board of Directors and encouraging free and open discussion appropriately managed through the development and implementation at such meetings. of processes that will ensure the achievement of the Corporation’s financial and operating goals and objectives. CHIEF FINANCIAL OFFICER Audit Committee, and (v) ensure the proper flow of information to The Board of Directors has adopted a position description for the the Audit Committee. CFO. The CFO shall have the primary responsibility of supervising Some of the primary responsibilities of the Chairman of the the financial, accounting, audit and fiscal aspects of the operations of Governance, Ethics and Compensation Committee include, the Corporation and the coordination of the supporting information among others, the following: (i) establish procedures to govern systems and financial controls. Some of the primary responsibilities the Governance, Ethics and Compensation Committee’s work and of the CFO include, among others, the following: (i) assist the ensure the Governance, Ethics and Compensation Committee CEO in developing, for the Board’s approval, a strategic direction fully discharges its duties; (ii) in consultation with the CEO, the and positioning to ensure the Corporation’s success, (ii) create, Corporate Secretary and the Chairman of the Board of Directors, coordinate, and evaluate the financial controls and supporting determine the frequency, dates and locations of meetings of the information systems of the Corporation, (iii) together with the CEO, Governance, Ethics and Compensation Committee, (iii) prepare the approve and coordinate changes and improvements to disclosure Governance, Ethics and Compensation Committee meeting agendas controls and procedures and internal control over financial reporting, to ensure all required business is brought before the Governance, (iv) oversee and monitor the Corporation’s financial position, banking Ethics and Compensation Committee to enable it to efficiently carry and financing activities and capital structure and monitor the respect out its duties and responsibilities, (iv) chair every meeting of the of banking and financial covenants and hedging arrangements, Governance, Ethics and Compensation Committee and encourage as applicable, and (v) oversee the Corporation’s processes for candid, free and open discussions at meetings of the Governance, identifying, assessing and managing the principal risks of the Ethics and Compensation Committee and (v) ensure that sufficient Corporation’s business. information is provided by Management to enable the Governance, Ethics and Compensation Committee to exercise its duties. CHIEF OPERATING OFFICER The Board of Directors has adopted a position description for the COO. The COO shall have the primary responsibility of leading the day-to-day operations of the business of the Corporation and SCHEDULE C its subsidiaries in accordance with the strategic plan and operating and capital budgets. Some of the primary responsibilities of the CFO LONG-TERM include, among others, the following: (i) oversee the day-to-day operations of the business of Corporation, (ii) assist the CEO in INCENTIVE PLANS 65 overseeing the Corporation’s achievement and maintenance of a satisfactory competitive position within its industry, (iii) ensure the LTI PLAN development of health and safety practices for the Corporation and oversee compliance with those practices, (iv) maintain a positive and Effective January 1, 2011, the Corporation has adopted a long ethical work climate that is conducive to attracting, retaining and term incentive plan (the “LTI Plan”) for certain management motivating a diverse group of top-quality employees at all levels employees holding positions that can have a significant impact and (v) coordinate the sustainability strategies of the Corporation. on the Corporation’s long-term results. Under the LTI Plan, the Corporation may grant, subject to certain terms and conditions, CHAIRMAN OF COMMITTEES options (“Options”) to purchase Shares or restricted share units (“RSUs”) to Eligible Participants (as hereinafter defined). The chairman of each of the Audit Committee and the Governance, Ethics and Compensation Committee currently are respectively, The LTI Plan is administered by the Governance, Ethics and Pierre Seccareccia and Birgit Nørgaard. Under applicable securities Compensation Committee, which shall also be responsible for its laws, such individuals are independent from the Corporation. interpretation, construction and application. Position descriptions have been adopted by the Board of Directors for Pursuant to the LTI Plan, only those officers, senior executives and the Chairman of each of the Audit Committee and the Governance, other employees of the Corporation that occupy key positions Ethics and Compensation Committee. as determined by the Governance, Ethics and Compensation Committee are eligible to receive Options or RSUs (“Eligible Some of the primary responsibilities of the Chairman of the Audit Participants”, and when such Eligible Participants are granted Committee include, among others, the following: (i) establish Options or RSUs, the “Participants”). In determining Options or procedures to govern the Audit Committee’s work and ensuring RSUs to be granted under the LTI Plan, the Governance, Ethics and the Audit Committee fully discharges its duties, (ii) ensure that there Compensation Committee gives due consideration to the value of is an effective relationship between Management and the members each Eligible Participant’s present and potential future contribution of the Audit Committee, (iii) in consultation with the CEO, the to the Corporation’s success. Corporate Secretary and the Chairman, determine the frequency, dates and locations of meetings of the Audit Committee, (iv) report Under the LTI Plan, the total number of Shares reserved and available to the Board of Directors on the matters reviewed by, and on any for grant and issuance pursuant to Options and RSUs is limited to decisions or recommendations of the Audit Committee at the next 2,080,950 Shares, representing 2.33% of the 89,230,631 issued and meeting of the Board of Directors following any meeting of the outstanding Shares as of April 9, 2015 (the “Total Reserve”).

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR Shares in respect of which an Option or RSU is granted but not treasury under the LTI Plan, including an increase to the fixed exercised prior to the termination of such Option or not vested or maximum number of Shares or a change from a fixed maximum delivered prior to the termination of such RSU, due to the expiration, number of Shares to a fixed maximum percentage, other than an termination or lapse of such Option or RSU or otherwise, are available adjustment pursuant to a change in capitalization; for Options or RSUs to be granted thereafter. Pursuant to the LTI —— any amendment which reduces the exercise price of any Option Plan, in no event can the number of Shares issued from treasury to after the Options have been granted or any cancellation of an satisfy the payment of vested RSUs exceed 2% of the issued and Option and the substitution of that Option by a new Option with outstanding Shares at the time. The LTI Plan further provides that (i) a reduced price, except in the case of an adjustment pursuant to the aggregate number of Shares reserved for issuance at any time to a change in capitalization; any one Eligible Participant shall not exceed four percent (4%) of the issued and outstanding Shares at such time and that (ii) the aggregate —— any amendment which extends the expiry date of any Option or number of Shares (a) issued to any one insider or to insiders and determined by the Board of Directors in respect of an RSU of associates of such insiders under the LTI Plan or any other proposed any RSU beyond the original expiry date, except in case of an or established share compensation arrangement within any one-year extension due to a Black-Out Period; period and (b) issuable to insiders and associates of such insiders at —— any amendment which would allow non-employee directors to any time under the LTI Plan or any other proposed or established be eligible for awards under the LTI Plan; share compensation arrangement, shall not in each case exceed four percent (4%) of the issued and outstanding Shares. —— any amendment which would permit any Option or RSU granted under the LTI Plan to be transferable or assignable by any Options or RSUs granted or awarded under the LTI Plan may not be Participant other than by will or by the laws of succession of the assigned or transferred with the exception of an assignment made to domicile of a deceased Participant under the LTI Plan; a personal representative of a deceased Participant. —— any amendment which increases the maximum number of Shares The Board of Directors may amend the LTI Plan or any Options or that may be issued to (i) insiders and associates of such insiders; RSUs at any time without the consent of the Participants so long as or (ii) any one insider and associates of such insider under the LTI the amendment shall: Plan or any other proposed or established share compensation —— not adversely alter or impair the Options or RSUs granted, except arrangement in a one-year period, except in case of an adjustment as permitted in the LTI Plan; pursuant to a change in capitalization; and —— be subject to regulatory approvals including, where required, the —— any amendment to the amendment provisions of the LTI Plan, approval of the TSX; and provided that Shares held directly or indirectly by insiders benefiting —— be subject to Shareholder approval, as required by law or the from such amendments shall be excluded when obtaining such TSX, provided that Shareholder approval is not required for the Shareholder approval. following amendments and the Board of Directors may make any changes which may include but are not limited to: OPTIONS —— amendments of a “housekeeping” nature; For each grant of Options under the LTI Plan, the Governance, —— a change to the vesting provisions of any Option or RSU; Ethics and Compensation Committee shall (i) fix the number of —— the introduction or amendment of a cashless exercise feature Options to be granted to each Eligible Participant, (ii) determine payable in securities, whether or not such feature provides the price per Share to be payable upon the exercise of each such for a full deduction of the number of underlying securities Option (the “Option Price”), which shall not be less than the market from the Total Reserve; value of such Shares at the time of the grant, and (iii) determine the relevant vesting provisions, including performance criteria, if any, —— the addition of a form of financial assistance and any and the term of the Option which shall not exceed ten (10) years, amendment to a financial assistance provision which is the whole subject to the terms and conditions of the LTI Plan. For adopted; purposes of the LTI Plan, the “market value” of the Shares shall be, —— a change to the Eligible Participants of the LTI Plan, including as per the March 2015 Amendments described below, (i) if the grant a change which would have the potential of broadening or is made outside a Black-Out Period, the volume weighted average increasing participation by insiders; and trading price of the Shares on the TSX for the five (5) trading day —— the addition of a deferred or restricted share unit or other period ending on the last trading day before the day on which the provision giving Eligible Participants the right to receive Option is granted or, if not available, the closing market price of the securities while no cash consideration is received by the Shares at the time of the grant, or (ii) if the grant is made during a Corporation. Black-Out Period, the volume weighted average trading price of the Shares on the TSX for the five (5) trading day period following the The Board of Directors will be required to obtain Shareholder last day of such Black-Out Period. Unless otherwise determined by approval for the following amendments: the Board of Directors, all unexercised Options shall be cancelled —— any change to the maximum number of Shares issuable from at the expiry of such Options. If a Participant’s employment is terminated with cause, Options Shares and cash, at the discretion of the Governance, Ethics and terminate on the effective date of the termination or the date Compensation Committee. For the purposes of such payment, the specified in the notice of termination. If a Participant’s employment market value of the Shares shall be the volume weighted average is terminated other than for cause, by death, disability or retirement, trading price of the Shares on the TSX for the five (5) trading day- any Options may be exercised if they have vested at the time of period ending on the last trading day before the day on which the termination or cessation of employment. Such Options are exercisable payment is made. for a period of thirty (30) days after the termination date or prior If a Participant is terminated with cause or resigns, the participation to the expiration of the original term of such Options, whichever in the LTI Plan terminates and all unvested RSUs are cancelled along occurs earlier. In the event of the death of a Participant, his/her with any rights to Shares that related to the unvested RSUs. Upon a vested Options at the time of death must be exercised by his/her Participant’s retirement, if a Participant’s employment is terminated heirs within 1 year of the Participant’s death or prior to the expiration other than for cause, by reason of injury or disability, a Participant of the original term of such Options, whichever occurs earlier. becomes eligible to receive long-term disability benefits, a Participant In the event of the injury or disability of a Participant or in the elects a voluntary leave of absence and upon a Participant’s death, event of retirement of a Participant, any Options may be exercised his/her participation in the LTI Plan shall terminate and all unvested by the Participant as the rights to exercise such Options accrue; RSUs in the Participant’s account as of such date shall remain in however such Options shall only be exercisable within 3 years after effect until the applicable Vesting Date, provided the Participant shall the cessation of employment (or the effective date on which the cease to accumulate Dividend Equivalents as of the separation date. Participant becomes eligible long-term disability benefits) or the If, on the Vesting Date, the Governance, Ethics and Compensation retirement, as applicable, or prior to the expiration of the original term Committee determines that the vesting conditions were not met for of such Options, whichever occurs earlier. In the event a Participant such RSUs, then all unvested RSUs credited to such Participant shall takes a voluntary leave of absence, any Options may be exercised be forfeited and cancelled along with any rights to Shares that related by the Participant as the rights to exercise such Options accrue; to the unvested RSUs. If, on the Vesting Date, the Governance, however such Options shall only be exercisable within 1 year after the Ethics and Compensation Committee determines that the vesting commencement of such leave of absence or prior to the expiration conditions were met, the Participant or his/her heirs, as applicable, of the original term of such Options, whichever occurs earlier. shall be entitled to receive Shares or cash on a pro rata basis based Prior to its expiration or earlier termination in accordance with the on the number of months prior to the retirement, termination, eligibility date, date of election of the voluntary leave of absence LTI Plan, Options are exercisable in whole or in part and at such 67 time or times and/or pursuant to performance criteria or other or death, as applicable. If vesting conditions have been met at the vesting conditions as the Board of Directors may determine in its date of resignation, retirement, termination, eligibility date, date of sole discretion at the time of granting the Option. No Options are election of the voluntary leave of absence or death, as applicable, but exercisable in Black-Out Periods. a corresponding distribution or payment has not yet been received by the Participant, the Participant is entitled to such distribution or payment, even if it is made after the date of resignation, retirement, RSUS termination, eligibility date, date of election of the voluntary leave For each grant of RSUs under the LTI Plan, the Governance, Ethics of absence or death, as applicable. and Compensation Committee shall (i) fix the number or dollar The LTI Plan also provides that in the event of a Change in Control amount of RSUs to be granted to each Eligible Participant, (ii) (as defined in the LTI Plan), a reorganization of the Corporation, determine the relevant conditions and vesting provisions, including an amalgamation of the Corporation, an arrangement involving the the determination of a Performance Period and performance criteria, Corporation, a take-over bid (as that term is defined in the Securities if any, and (iii) determine the period during which RSUs may vest Act (Québec)) for all of the Shares or the sale or disposition of all or which period shall end no later than December 31 of the calendar substantially all of the property and assets of the Corporation, the year which is three (3) years after the calendar year in which the Board of Directors may make such provision for the protection of RSUs were granted (the “Restriction Period”), the whole subject to the rights of the Participants as the Board in its discretion considers the terms and conditions of the LTI Plan. The vesting of the RSUs appropriate in the circumstances, including, without limitation, are also subject to the expiration of the performance period which changing the performance criteria and/or other vesting conditions corresponds to the period over which the performance criteria and for the Options and/or the date on which any Option expires, or the other vesting conditions will be measured and which period shall end Restriction Period, the Performance Period, the performance criteria no later than December 31 of the calendar year which is three (3) and/or other vesting conditions for the RSUs. years after the calendar year in which the RSUs were granted (the “Performance Period”). After the vesting date, which is the date on which, after the end of the Performance Period, the Governance, LTI PLAN AMENDMENTS Ethics and Compensation Committee determines that the vesting On April 15, 2013, the LTI Plan was amended by the Board of conditions (including the performance criteria, if any) are met (the Directors, upon a recommendation of the Governance, Ethics and “Vesting Date”), but no later than the last day of the Restriction Compensation Committee and in accordance with the terms and Period, the Participants are entitled to receive payment for each conditions of the LTI Plan, to apply, effective January 1, 2014, to awarded RSU in the form of Shares, cash, or a combination of WSP following the Arrangement, and to clarify the procedure for

WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR determining the number of RSUs to be credited to a Participant’s Date of such RSUs for the Dividend Equivalent computed for the account when the Governance, Ethics and Compensation Committee previously completed fiscal year. has only approved a total dollar amount of RSUs to be granted to The LTI Plan was further amended by the Board of Directors on such Participant (the “April 2013 Amendments”). Further to the March 26, 2015 to (i) clarify that Dividend Equivalents shall cease April 2013 Amendments, in cases where the Governance, Ethics and to accumulate upon a Participant ceasing to participate in the LTI Compensation Committee only approves a dollar amount of RSUs Plan under certain circumstances, and (ii) clarify the definition of to be granted to an Eligible Participant, such Participant’s account “market value” used for the determination of an Option Price or shall be credited with a number of RSUs equal to the approved dollar the number of RSUs to be credited to a Participant’ account when amount divided by the market value of one Share, which shall be, (i) only a dollar amount of RSUs to be granted has been approved (the if the grant is made during a Black-Out Period, the volume weighted “March 2015 Amendments”). As per the March 2015 Amendments, average trading price of the Shares on the TSX for the five (5) trading in determining an Option Price or the number of RSUs to be credited day period following the last day of such Black-Out Period, and (ii) if to a Participant’ account when only a dollar amount of RSUs to be the grant is made outside a Black-Out Period, the volume weighted granted has been approved by the GECC, the “market value” of the average trading price of the Shares on the TSX for the five (5) trading Shares shall be (i) if the grant of Options or RSUs is made outside a day period ending on the last trading day before the day on which Black-Out Period, the volume weighted average trading price of the the RSUs are granted. The foregoing procedure for determining the Shares on the TSX for the five (5) trading day period ending on the number of RSUs to be credited to a Participant’s account was further last trading day before the day on which the Options or RSUs are amended as per the March 2015 Amendments described below. No granted or, if not available, the closing market price of the Shares at fractional RSUs shall be issued to Participants and the number of the time of the grant, or (ii) if the grant is made during a Black-Out RSUs to be issued in such event shall be rounded up or down to the Period, the volume weighted average trading price of the Shares on nearest whole number of RSUs. The Board of Directors determined the TSX for the five (5) trading day period following the last day of that such amendments were of a “housekeeping” nature, the whole such Black-Out Period. The board of directors determined that such pursuant to Section 11.1.3.1 of the LTI Plan and, therefore, that no amendments were of a “housekeeping” nature, the whole pursuant Shareholder approval was required. to Section 11.1.3.1 of the LTI Plan and, therefore, that no Shareholder The LTI Plan was further amended by the Board of Directors on approval was required. March 12, 2014 to simplify the content of the Option and RSU agreements, and on April 22, 2014 to clarify how Dividend Equivalents (as hereinafter defined) are computed to a Participant’s account PERFORMANCE SHARE UNIT PLAN on a quarterly basis but credited only on an annual basis on April In 2014, the Board approved, following a recommendation of the 15 of each year for the previously completed fiscal year (the “April Governance, Ethics and Compensation Committee, the creation and 2014 Amendments”). The Board of Directors determined that such issuance of PSUs in accordance with a newly adopted Performance amendments were of a “housekeeping” nature, the whole pursuant Share Unit Plan (the “PSU Plan”). The PSU plan was designed to to Section 11.1.3.1 of the LTI Plan and, therefore, that no Shareholder provide Eligible Participants with the opportunity to participate in approval was required. the long-term success of the Corporation, to promote a greater As per the terms of the LTI Plan, the equivalent amount of the alignment of their interests with those of Shareholders, to reward dividend paid on a Share for each bookkeeping entry of a RSU (the Eligible Participants for their performance and to provide a means “Dividend Equivalent”) is to be computed in the form of additional through which the Corporation may attract, motivate and retain key RSUs calculated on each dividend payment date in respect of which personnel. The PSU Plan is administered by the Governance, Ethics normal cash dividends are paid on the Shares. Such RSUs shall vest and Compensation Committee. on the Vesting Date according to the same vesting conditions For each grant of PSUs under the PSU Plan, the Governance, Ethics (including performance criteria, if any) as the underlying RSUs. and Compensation Committee shall (i) determine the number of Dividend Equivalents shall be computed on each dividend payment PSUs (including fractional PSUs) to be credited to each Eligible date by dividing: (a) the amount obtained by multiplying the amount Participant, having regard to the market value of the Shares at the of each dividend declared and paid per Share by the number of time of the grant, (ii) determine the performance measures and RSUs recorded in the Participant’s account on the record date for the objectives that shall determine the proportion, not exceeding two payment of such dividend, by (b) the weighted average trading price hundred percent (200%), of such awarded PSUs becoming Vested of the Shares on the TSX for the five (5) trading days immediately PSUs, and (iii) determine the Performance Period, the whole subject following the dividend record date for the payment of any dividend to the terms and conditions of the PSU Plan. For the purpose of such made on the Shares, with fractions computed to three (3) decimal determination, the “market value” of the Shares shall be, as per the places. amendments to the PSU Plan approved by Board of Directors on As provided in the April 2014 Amendments, such RSUs will be March 26, 2015 and described below, (i) if the award is made outside a credited to a Participant’s account on April 15 of each applicable Black-Out Period, the volume weighted average trading price of the year between the date RSUs have been awarded and the Vesting Shares on the TSX for the five (5) trading day period ending on the last trading day before the award date or, if not available, the closing PSU PLAN AMENDMENTS market price of the Shares at the time of the award or (ii) if the award To reflect amendments of a housekeeping nature and to align with is made during a Black-Out Period, the volume weighted average the April 2014 Amendments made to the LTI Plan, the PSU Plan trading price of the Shares on the TSX for the five (5) trading day was amended by the Board of Directors on April 22, 2014 to clarify period following the last day of such Black-Out Period. how Dividend Equivalents under the PSU Plan are computed to a Following the completion of a Performance Period applicable to an participant’s account on a quarterly basis but credited only on an award, the Governance, Ethics and Compensation Committee shall annual basis on April 15 of each year for the previous completed assess the performance in light of the measures identified and the fiscal year. objectives set for such Performance Period. The Governance, Ethics As per the terms of the PSU Plan, the Dividend Equivalent is to and Compensation Committee shall then determine the percentage, be computed in the form of additional PSUs calculated on each not to exceed two hundred percent (200%), of performance achieved dividend payment date in respect of which normal cash dividends during the Performance Period (the “Vesting Percentage”) applicable are paid on the Shares. Such PSUs are awarded on April 15th of the to the awards. In making its determination, the Governance, Ethics following fiscal year and shall vest on the Vesting Date according to and Compensation Committee may set the Vesting Percentage at the same vesting conditions (including performance criteria, if any) a higher percentage (not to exceed two hundred percent (200%)) as the underlying PSUs. than would have resulted based solely on the performance measures and objectives. The number of PSUs that will vest for a Participant The PSU Plan was further amended by the Board of Directors on will correspond to the number of PSUs granted to such Participant March 26, 2015 to (i) clarify that Dividend Equivalents shall cease on the grant date (including Dividend Equivalents) multiplied by the to accumulate upon a Participant ceasing to participate in the PSU Vesting Percentage (the “Vested PSUs”). Plan under certain circumstances, and (ii) amend the definition of “market value” and to align with the March 2015 Amendments to Participants are entitled to receive payment in cash for each Vested the LTI Plan. Pursuant to such amendments, the market value of the PSU in an amount equal to the number of Vested PSUs multiplied by Shares at the time of the grant shall be (i) if the award is made outside the volume weighted average trading price of the Shares on the TSX a Black-Out Period, the volume weighted average trading price of for the five (5) trading day period immediately preceding the date the Shares on the TSX for the five (5) trading day period ending on or dates determined by the Governance, Ethics and Compensation the last trading day before the award date or, if not available, the Committee as the date(s) on which all or part of an award shall be closing market price of the Shares at the time of the award or (ii) if valued and thereafter be paid, less any applicable withholding taxes. the award is made during a Black-Out Period, the volume weighted 69 Upon a Participant’s retirement, if a Participant’s employment is average trading price of the Shares on the TSX for the five (5) trading terminated other than for cause, or if a Participant becomes Disabled day period following the last day of such Black-Out Period. The (as defined in the PSU Plan), subject to any resolution passed by Board of Directors determined that such amendments were of a the Governance, Ethics and Compensation Committee, a pro-rated “housekeeping” nature. portion of PSUs in the Participant’s account which have not become payable as of the separation date, based on the amount of time such Participant was actively employed during the Performance Period, shall be paid to the Participant after each applicable Vesting Date, provided that such PSUs have become Vested PSUs in accordance with the PSU Plan, and provided further the Participant shall cease to accumulate Dividend Equivalents as of the separation date. Upon the death of a Participant, any PSU granted which have not become payable on or before the date of death will immediately vest and become payable and, for such purpose, the Vesting Percentage shall be 100% and the PSUs will be valued at the date of death. Upon the termination of a Participant’s employment for cause or for any other reason than those specified above, any unvested PSU credited to such Participant’s account shall be forfeited and cancelled along with any Dividend Equivalent in relation to such PSUs. The PSU Plan also provides that in the event of a Change of Control (as defined in the PSU Plan), all outstanding PSUs shall vest immediately at a Vesting Percentage of 100%, or such higher percentage as may be determined by the Governance, Ethics and Compensation Committee.

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