WSP GLOBAL INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on May 22, 2014 and MANAGEMENT INFORMATION CIRCULAR April 24, 2014 April 24, 2014 Dear Shareholders: You are cordially invited to attend the 2014 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 22, 2014 at 10:00 a.m. Effective January 1, 2014, GENIVAR Inc. ("GENIVAR") reorganized its corporate structure pursuant to a court- approved plan of arrangement (the "Arrangement") under the Canada Business Corporations Act. The Arrangement, which was approved by shareholders of GENIVAR at the Annual and Special Meeting of Shareholders held on May 23, 2013, and which received final approval of the Superior Court of Québec on May 27, 2013, resulted in the reorganization of GENIVAR into a global company structure whereby the Corporation replaced GENIVAR as the publicly traded company in all of the provinces and territories of Canada, the same jurisdictions as those of GENIVAR prior to the Arrangement. As part of the Arrangement, GENIVAR became a wholly-owned subsidiary of the Corporation and was rebranded to WSP Canada Inc. Following the Arrangement, the articles, by-laws, directors, executive officers, corporate plans, governance and compensation policies and practices of GENIVAR remained the same for the Corporation, except for such revisions which were required to reflect the Arrangement. The annual business of the Corporation will 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, 2013, 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 Christopher Cole President and Chief Executive Officer 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 22, 2014 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, 2013 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 22, 2014. 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 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 6 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 24th day of April, 2014. BY ORDER OF THE BOARD DIRECTORS Pierre Shoiry Christopher Cole President and Chief Executive Officer Chairman of the Board of Directors WSP GLOBAL INC. MANAGEMENT INFORMATION CIRCULAR TABLE OF CONTENTS MANAGEMENT INFORMATION CIRCULAR .................................................................................................... 1 Introduction ............................................................................................................................................................... 1 GLOSSARY OF TERMS............................................................................................................................................ 2 GENERAL PROXY MATTERS ................................................................................................................................ 6 Your vote is important ............................................................................................................................................... 6 Voting ........................................................................................................................................................................ 6 Completing the Form of Proxy .................................................................................................................................. 9 Changing your vote ................................................................................................................................................. 10 Voting Requirements ............................................................................................................................................... 10 Shares and Quorum ................................................................................................................................................. 10 Principal Shareholders ............................................................................................................................................. 11 BUSINESS OF THE MEETING .............................................................................................................................. 12 Presentation of the Financial Statements ................................................................................................................. 12 Election of Directors ................................................................................................................................................ 12 Appointment of Auditors ......................................................................................................................................... 13 Non-Binding Advisory Vote on Executive Compensation ...................................................................................... 13 Consideration of Other Business ............................................................................................................................. 14 NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS .................................................................. 15 Description of the Nominee Directors ..................................................................................................................... 15 Interest of Management and Others in Material Transactions ................................................................................. 25 Corporate Cease Trade Orders or Bankruptcies ...................................................................................................... 25 Penalties or Sanctions .............................................................................................................................................. 26 CORPORATE GOVERNANCE PRACTICES ...................................................................................................... 27 Ethical Business Behavior and Code of Conduct .................................................................................................... 27 Shareholder Engagement ........................................................................................................................................