AtkinsRéalis Group Inc. ($ATRL)

Today's meeting is being translated live. Those who are online, you can choose the language of your choice by clicking at the broadcast language at the bottom right of your screen. you will see it when the time will come to vote. For proxy people, you can change your vote or vote if you have not already voted. To do that, please use the virtual platform, which is available on your device or with the tablet that was given to you at the entrance. Finally, shareholders and duly appointed proxies may ask questions until the end of the meeting. Questions may be submitted either in person at the microphone via chat or by video conference. So we invite you to submit your questions in English or in French. [Operator Instructions] Questions that we have not answered directly at the meeting can be submitted to our Investor Relations team by e-mail at following e-mail address [email protected]. The live broadcast of the assembly will be over at the end of the question period -- Q&A period. Now I'd like to introduce who is with me today. So we have Ms. Andree-Claude Berube, Head of Litigation; Bill Young, Chairman of the Board; Mr. Ian Edwards, President and CEO; and Geneviève Simard, VP and Corporate Secretary. Finally, Mr. Jeff Bell, our Chief Financial Officer, is also present in this room today. So without further ado, I give the floor to the Chairman of the Board, Mr. Bill Young.

Good morning, ladies and gentlemen. So good morning. Welcome. It is a privilege with me to be in Montreal for our meetings -- shareholder meetings. And so welcome, everybody here in Montreal and around the world. Andree-Claude will be out secretary. We hope that you will fully participate in today's meeting by asking questions and voting on the matters of business before us. Thank you for joining us.

Thank you. Now we can start the formal part of this assembly of shareholders. So we invite you to see what's on screen. I confirm that the notice of convocation of the shareholders' meeting at Group AtkinsRéalis Inc. and the documents related thereto were duly distributed to the shareholders registered on March 23, 2026. Ms. Martine Gauthier and Ms. Teresa DeLuca from Computershare are our scrutineers for the meeting. They have already submitted their report, so I can therefore confirm that more than 75% of the shareholders are participating in the meeting and that we, therefore, have reached the quorum. The ballot box will remain open during the formal portion of the meeting until the last item on the agenda has been addressed on the agenda and the vote is declared closed. A simple majority of votes cast is required to approve matters submitted to a vote at this meeting. As there are several items on the agenda, we will ask Ms. Geneviève Simard, who is a shareholder of the company, to propose and second the resolutions that will be put to vote. After the formal part of this meeting, Bill and Ian will present the report for the past year. Let's start with the first item on the agenda, namely the consolidated financial statements, the auditor's report and the management report. The financial report, consolidated ones, the independent auditor's report and the management report for the year audited ended December 31, 2025, have been sent to all the shareholders who have requested them. These documents are available under the tab, Documents Located, in the upper left corner of your screen. I would also like to take this opportunity to introduce Mr. Pascal Lamoureux and Ms. Maha Hijazi, representatives of Deloitte, who are with us in this room today. I now invite those people in the room who have questions regarding the financial documents and the auditor's report to come forward to the microphone and to those online to please use the platform. Stephanie, do we have questions? Any questions regarding the financial statements or the auditor's report?

No, we have not received any questions.

Thank you, Stephanie. So we can now see the financial statement reports and the auditor's report for the 2025 year and then add that to the report of the assembly. Let's now go to the directors' election. This year, the Board of Directors has set the number of directors to be elected at 11. The section entitled Information on our Director Candidates in the management proxy circular provides detailed information on each candidate. Their biographies can be found starting on Page 18 of the French version of the circular and all candidates are running for a reelection. According to the terms of the regulations respecting notice requirements for the nomination of directors of the corporation, no other nominations were received. I would therefore ask Geneviève to propose and second the resolution relating to the election of the directors.

Hello. It is with great pleasure that I propose each of the following candidates for the administrator positions: Mr. Gary Baughman, Ms. Mary-Ann Bell, Mr. Christie Clark, Mr. Ian Edwards, Ms. Nathalie Marcotte, Ms. Ms. Ruby Mcgregor-Smith, Mr. Robert Paré, Mr. Michael Pedersen, Mr. Sam Shakir, Ms. Benita Warmbold and Mr. William Young. I propose that all of these candidates be elected and remain in office until the end of the next Annual Shareholders' Meeting or until they cease to perform their duties.

Thank you, Geneviève. Stephanie, do we have any questions regarding these nominations?

No, we have not received any questions.

Since we have no questions, I declare the nomination process for candidates for the administrative positions to be complete. And now we will proceed to the vote. If you are a registered shareholder and have already voted or completed a proxy, you do not need to vote again. Let us now proceed to the third item on the agenda, which is the appointment of the company's auditor. In the management proxy circular, the Board of Directors recommends that Deloitte be appointed as the company's auditor that they remain in office until the next Annual Shareholders' Meeting and that its compensation will be determined by the directors. I would therefore ask Geneviève to propose and second the resolution concerning the appointment of the auditor.

I propose that Deloitte be appointed as the company's auditor that he remains in office until the next Annual Shareholders' Meeting and that its remuneration will be set by the directors.

Thank you, Geneviève. Stephanie, do we have any questions regarding the auditor's appointment?

No, we have not received any questions.

All right. Since we do not have any questions, now we're going to proceed with the vote. Let's go to the vote. Fourth item on the agenda is the reconfirmation and approval of the amended and updated shareholders' rights plan that was updated that will end at the end of this Annual Meeting of Shareholders. So the corporation has implemented a subscription plan, including a convention, which provides this right that was signed on 8 March '96, a convention that was confirmed by the shareholders in 2023. The convention creates the subscription right that can be reconfirmed by the shareholders every 3 years. And if the convention is adopted in the assembly, it will be there until the end of the next Annual Meeting of Shareholders that has to be happening in 2029, unless it ends before. The text of that resolution as well as the summary of the subscription right and the proposed modifications will be reproduced at the end of Page 15 supplement A of the end of this document. So I would like to ask Geneviève to propose and second this resolution.

I propose that the convention in relation to the rights of subscription be reconfirmed and approved for a period ending at the end of the office hours at the date when the Annual Meeting of the Shareholders of the corporation will be held in 2029.

Thank you, Geneviève. Stephanie, do we have any questions regarding this reconfirmation and approval of the -- an updated shareholders' right plan, do we have any questions?

No, we have not received any questions.

Thank you, Stephanie. Now let's proceed to the vote. #5, the consultative vote regarding the remuneration. So the text is available on Page 16 of the French version of the management proxy solicitor circular. So let's propose this resolution relating to the advisory vote on senior management compensation.

I propose on an advisory basis and without diminishing the role and responsibilities of the Board of Directors that shareholders accept the approach to compensation for senior management members as set out in the management proxy circular.

Thank you, Geneviève. Stephanie, do we have any questions about the approach to compensation for senior management members, both in the room and online?

No, we have not received any questions.

All right. Since we have not received any questions, let's go to the vote.

Item 6, 3 proposals received from MEDAC. The text of that proposal as well as the answers of the Board are in the Supplement A of our circular. I would like to invite Mr. Willie Gagnon, representative of MEDAC, to come to the microphone and to present the 3 proposals which have been submitted to shareholders. Mr. Gagnon, you have the floor.

I've been there for 20 years. I'm happy to be here in person today. Good day. I hope that everybody is fine and good. So as you just said, we've submitted 3 proposals from shareholders, and we are happy of the dialogue we've had with the corporation, which has been supported and detailed, which is not always the case. It's difficult to tap in certain corporations. But here, it was easier than elsewhere. Three proposals, 1 proposal regarding the reinforcement of participation of shareholders at the meetings, we have sent that proposal to all of the 23 most important societies or corporations. This is something that was inspired by what we had seen last year. There was a lack of quorum where one of these open corporations that could not hold their assembly, they did not reach quorum. So we had all kinds of questions regarding the potential causes of that situation. Amongst the assumptions, certain of them which if there were systemic causes of that situation, well, we would like to be able to identify them. So we have submitted several measures in that proposal aiming at specifying these assumptions. Amongst the measures that we have proposed 4 of them, the 3 first one are quite easy to understand. Most of these corporations do what we ask in these measures. The fourth one is about the publication of a table where we could see in a link immediately if the participation rate of shareholders is going up or down. And according to subgroups of shareholders, we know that not all the groups behave in the same way as other individual shareholders. So their role is different. So we would like to have a very simple table, easy to do by the corporation, very difficult to obtain by a regular shareholder and every shareholder has to thus create their own table. So we hope that the corporation accept this measure, which is not expensive at all, which is simple to implement. But the corporation has not answered positively to us yet. This is why we are here, and we will have to vote on the second proposal, which aims -- well, the question is about AI. Also regarding AI, we would hope that the corporation agrees with the federal code, which is done on a voluntary basis. We have already submitted that proposal in the past and the success was not very high. Now the corporation has not accepted to agree with that code. So we've accepted not to vote on that proposal with other corporations that also do not adhere to the code. They do not agree, but the policies have the same objectives as the one of the code. So we would hope that here, it will also be possible to adopt that. It's not the case yet. This is why we are proposing this for the implementation of the consultative vote regarding these environmental policies of the corporation. So last year, it was 20% which is not a small amount, 20%, yes. So we would like to understand what the corporation did to consult the shareholders that voted for that proposal last year. At 20%, we are not the only ones that voted for in favor. So we are not the only ones that voted in favor. So these are the 3 proposals. Please -- the assembly, please consider members of the assembly, please vote in favor of our proposal. Thank you so much for your attention. Thank you for welcoming us for giving us the floor, and thank you for giving us so much time this year. Thank you.

Thank you, Mr. Gagnon. Stephanie, do we have any questions regarding the items presented by MEDAC?

No, we have not received any other questions.

Thank you. Since we have not received any other questions, now we're going to proceed to the final vote before we conclude the ballot. I declare the ballot closed for all of the items indicated in the notice of convocation. While the scrutineers compile the votes and prepare their report, I invite you to take a moment to listen Bill talking about the work done by the Board of Directors over the past year.

Over the last several years, AtkinsRéalis has become a world-class company in which engineering services and nuclear form a mutually reinforcing ecosystem. The scale and breadth of the company's engineering platform strengthens delivery across complex nuclear programs, while it's nuclear capabilities, sharpen execution discipline across the company and give it access to key infrastructure markets. Across engineering services, AtkinsRéalis advanced and secured major work aligned with the defining investment priorities of our time. AtkinsRéalis portfolio is a real part of the world's infrastructure modernization story. And as the nuclear renaissance has become established as a long-term trend, AtkinsRéalis continued to solidify its role across the reactor life cycle and establish itself as one of the world's few major players in nuclear power. As we look ahead, capital allocation remains central to the Board's oversight. In 2025, AtkinsRéalis took decisive steps to enhance financial strength and flexibility and become a truly focused engineering services and nuclear firm. The company sold its remaining interest in the Highway 407 ETR in Toronto. AtkinsRéalis also repaid a significant amount of debt and executed meaningful share repurchases, strengthening the balance sheet and creating the capacity to invest in attractive opportunities. In 2025, the company capitalized on that capacity through purposeful M&A. The acquisition of David Evans and C2AE expanded AtkinsRéalis presence in the U.S. Pacific Northwest and Upper Midwest respectively, ADG expanded its footprint in the key market of Australia. Each acquisition helps fill strategic white space, strengthens regional scale and broadens what AtkinsRéalis can deliver. Also a key concern...

Thank you, Bill for this message. I am pleased to announce that the vote counters have now finished compiling the votes. See Stephanie, based on the scrutineers' tabulation of the votes cast in respect of the items on the agenda of this shareholders' meeting, I am pleased to report that all 11 director nominees named in the management proxy circular have been elected. Deloitte was reappointed as the company's auditor and the Board of Directors was authorized to fix its remuneration. The resolution on the reconfirmation and approval of the amended and restated shareholder rights plan agreement was adopted. I also confirm that the advisory resolution on the approach to executive compensation was adopted and the 3 MEDAC shareholders' proposals were rejected. Please note that the final detailed results will be posted on the company's website and on SEDAR+. I declare the official part to end now. And I'd like you to invite you to see the results of the year with Ian, President and CEO. Please, let's go forward with that.

Hello, everyone, and thanks for joining us today. I'm very proud of what AtkinsRéalis achieved in 2025 and confident in how well positioned we are for what lies ahead. We share talent, digital delivery tools and project controls across the platform. So improvements made in one business quickly raise the quality, predictability and execution in the other. In Engineering Services, we advanced important work across transportation, buildings and places, power and renewables, and water, all sectors where modernization and resilience are defining priorities, and we advanced major mandates, expanded multiyear frameworks and strengthened delivery across our platforms. Some of our many 2025 highlights included playing meaningful roles in large transit and rail programs, including the East Harbor Transit Hub in Toronto. We're also strengthening the company's presence in water, for example, through a joint venture supporting DC's waters capital improvement priorities and supporting Anglian Water AMP8 capital plan in the U.K. In Nuclear, few, if any, professional firms can contribute across the life cycle with the capability AtkinsRéalis brings. In 2025, we demonstrated those unique capabilities and achieved exceptional growth. As a result, we developed life extension work that will deliver dependable low-carbon emission electricity for decades to come to communities and nations, including by securing a grid-scale small modular reactor execution contract at Darlington, Ontario. And in preparation for the future, we continued to develop a growing pipeline of opportunities for the CANDU MONARK and EC6 and commenced a pre-licensing process for CANDU in the United States. For AtkinsRéalis, quality, safety and high standards are nonnegotiable. That's why we remain disciplined even as we pursue new opportunities. AtkinsRéalis' approach to innovation is a perfect example as we view rapid developments and investment in areas like AI as an enabler for our people to deliver better outcomes. And as always, we continue to invest in people and leadership depth. In our industry, it is often forgotten that capability is the main constraint. And in the end, AtkinsRéalis' advantage comes from talent, culture and disciplined delivery. The work we do, modernizing infrastructure, strengthening resilience and supporting reliable, low-carbon power has a direct impact on long-term outcomes for communities and economies. Recently, Ethisphere named AtkinsRéalis one of the world's most ethical companies, and I'm particularly proud of this honor because it reflects a world-class culture that we have put in place, one that guides us in everything we do. We are built for what comes next. Our strong positioning and financial flexibility will give us the latitude to keep raising our standards as we grow both organically and inorganically in the months and years to come. And I want to thank our clients for the trust they continually place in us. And of course, to our shareholders, many of whom have joined us today, and thank you for your confidence and your continued support. But I would also like to thank our Board for their guidance and support. And I would also like to close on a personal note, as I cannot thank our people enough for your professionalism, your technical excellence and talent and your commitment to constantly achieving outcomes for customers.

Let's now move to the question period. If you have not done so yet, please ask your questions either by coming to the microphone or by using the message tab on the top of your screen. Stephanie, do we have any questions from shareholders?

I think we have a question in the room.

Shareholder, I wanted to know if there were any -- well how you see the geopolitical risk with everything happening in the world and maybe even like if there was a recession worldwide, people talking about it, how would that affect government engagements and new contracts and the backlog as well?

Thank you for your question. I'm going to translate it in French for the people in the room. So the question is about the geopolitical risk. What is the impact on our business if there is a recession? Is this going to impact the backlog or the governmental expenses? The question is for Ian.

Good question. And geopolitical risk also brings opportunity. But let me address the risk component first and then perhaps come back to the opportunity. I mean we've been really deliberate in where we've positioned the company. We always pick regions and geographies that we believe will give sustainable business and that are not exposed to as much geopolitical risk as other areas of the globe. Now clearly, one exception to that right now is the Middle East, where we're seeing the conflict proceed there. Our priority in the Middle East right now is absolutely around the safety of our people. We have 4,000 people there. And we're pivoting from periods of time working at home to working back in the field as the risks kind of change. Actually, in effect to the business, the impact has been quite minimal. And luckily, our people are safe and our business is proceeding. But one thing geopolitical risk has done has put energy security firmly in the policies of countries around the world. Energy security is national security. And as we've seen those conflicts in Ukraine and the current conflict in the Middle East prevail, the energy crisis that comes from those has changed energy policies. And that's a very key opportunity for AtkinsRéalis, particularly from a nuclear perspective. And we're seeing now that 38 countries have signed up to the COP28 treaty to triple nuclear power in their countries, particularly for energy security. So we're marketing, me personally and Joe, our President for Nuclear in the room here, amongst other people in our teams, we're marketing globally, the Canadian can-do technology. And we see immense opportunity for that because of geopolitical uncertainty. So that's just one really example. I hope that answers the question.

Yes, thank you.

Good morning. I'm Daniel Gauthier, individual shareholder, founder of milliondollartfsa.ca. Thank you for your video presentation. I was wondering if you can tell us a little bit more about the nuclear opportunity as you see it and the opportunities for AtkinsRéalis to capitalize on that.

Yes, I'm delighted to answer that question. So for people in the room, I'm going to translate. Thank you, Mr. Gauthier, for your question. So the question is as follows about nuclear opportunities. And the question is for Mr. Ian. I think he looks forward to answer.

Stephanie, I was rather excited about the question. Look, I mean, we have a really privileged place as Canada actually, and as AtkinsRéalis with the CANDU technology. The CANDU technology was developed in Canada over 7 decades. It's a highly differentiated technology. It's a highly respected technology around the world. And regardless of what you read, currently, there are only 6 technologies that are currently deployable for large-scale nuclear today. There's Russian, there's Chinese, there's South Korean, there's French, there's American and there's Canadian. So when we play in the nuclear market as AtkinsRéalis in Canada and CANDU, we play in a pool of very, very small competitors. And as I said earlier, the needs of energy security, energy demand, but also fossil-free, low-carbon energy and affordable energy is driving energy policies across the whole world. And that's where Canada comes in. And we are lucky because over the last decade, AtkinsRéalis, CANDU has been rebuilding many reactors at Bruce and Darlington successfully. We've built them on time and on budget. And that's enhanced the reputation of Canada and CANDU also. And we have a supply chain in Canada with about 90,000 people in the ecosystem. That's a capacity and a privilege that is not unrecognized by countries around the world. So we are marketing strong. We are traveling regularly to ensure that we capture going forward, the fair share of the nuclear renaissance. And it's not just about that for AtkinsRéalis because we also service other technologies. And we support technologies in -- with EDF, the French technology, in the U.K., we support SMR technologies because we want exposure to the future technologies, which are SMRs, which are probably going to come within the next decade. So we're working with GE Hitachi. We're working with FANCO that we put out the other day, we work with Rolls-Royce. And even beyond that, we are heavily involved in infusion. so that we know probably not even next decade, maybe the decade after that fusion will come to commercial power generation. And we are positioning the company today in exposure to fusion development and fusion research so that we're relevant way into the future as a nuclear powerhouse around the world. So forgive my excitement, it's -- in addition to the very exciting engineering services business that we have globally, this is a really interesting part of the business, and you'll see it prevail over the next years. But thanks for the question.

I'm Michele Gauthier, I'm a shareholder, another Gauthier. We're not all related, but -- first of all, I would like to congratulate you for all the wonderful job you did so far, not only in 2025, but even the years before. And I would like to know, excluding your nuclear energy, what are your strength with other type of contracts that you have? Why should we go with you? What is your moat? And also at the same time, I would like to know how much of this revenue is recurring, like instead just of a contract, then it's done by -- like with the REM, for example, do you have -- are you going to have to make money with that after the -- when you finish with that contract or it's over?

Thank you, Mr. Gauthier, for the question. I'm going to translate the question. So the question really is by excluding the nuclear energy, what are the other strengths of AtkinsRéalis? Where should we invest? And what is the percentage of our business, which is recurrent, which provides recurrent benefits after the REM contract, for instance, at the end, what's going to happen? Bill or Ian.

And I know you're proud of that. So I'll bring that back to you. That's a very good question. And thank you for the compliment. But I'd also like to say that in AtkinsRéalis, we have 40,000 people around the world, all who I'm very proud of. And the teams that we have around the world is what makes us successful every day, and I'm proud of that. We obviously have peers in the industry, and we're -- it's a fact of life that peers -- when you're investing, you compare against the peers. We are unique. AtkinsRéalis is unique. But we're unique in a few ways because of our history, because we are a strong, proud kind of 115-year-old Quebec company that has developed many projects around the world and has gained vast experience around the world. And then obviously, we acquired Atkins that also brought vast experience to the business. But we're also unique because we have a nuclear business as well as a very strong engineering services business with 40,000 professional people around the world. Most of those people are professional engineers or scientists. And the combination of our nuclear business and our engineering service business gives this unique kind of solution for the world's energy needs. But there are very, very strong competencies of the business as well. Transport and particularly rail across the world, we would be seen as one of the leading companies in the rail and transit space. Opportunities that are ahead of us in nonnuclear energy, where as everybody knows here, our history is about hydro and hydro power, where we've been involved in 22% of all hydro projects in the world. And transmission, where we used to own the Alberta energy -- the Alberta grid system, but we kept the engineering capability. And all of those are in high demand across the world. Defense, we're seeing a strong defense market, as Canada, Australia and other countries around the world are now deploying more of their GDP to defense. And we have a very good base of defense capability out of the U.K., which Stephanie in Canada is now deploying in Canada. And obviously, Richard, there is deploying in Australia. And I think one of the key differentiators is the way that we, as a company, have developed a culture that really cares for each other and cares for our customers and cares for our shareholders. And that combination together with a collaborative spirit ensures that we all work together as a team to give the best to our customers from around the globe. And when we connect that with technologies such as AI, which we're heavily implementing into the business to enable us to deliver better outcomes and reduce our cost base, I think we're at the front. And maybe I would say that because I'm the CEO. But I think we are at the front of our peers. And I think we think about things in the very long term, and we think about success in the long term, not just for today. And Stephanie, maybe as a leader of Canada, maybe you could add to some of that.

Yes. I just add some question about the repeat business. Like we mentioned, we have a very strong backlog of $20 billion. So that means this is the business we have. Your question related to the REM, yes, we are opening a new section next Monday, but we are part of the operator. So on the example of the REM, we are part of Pulsar, would be operating the REM for the next 30 years. So we're still going to be involved in this project.

Very good question. Thank you.

I represent basically a retail investor. I've invested in the company about 5 years ago, and I'm very happy with the progress and the changes you've implemented. Looking forward, I'd like to know what would be your primary catalyst for growth in the company? I know what you do work in, but there may be some other areas that we're not aware of that you're looking at new things is what we're looking -- I'm looking to find out about.

Thank you for asking. So in French now. So he represents the investments at weekend. So he would like to understand what is going to accelerate our growth in the next few years.

Thank you. Thank you for the question. So we've talked about nuclear. So I won't repeat the nuclear story. But growth is key. And we spent, as you know, if you've been a shareholder for the last 5 years, we spent a lot of time at the beginning of this 5 years ago in really kind of fixing the fundamentals of the business through a transformation process and fixing those fundamentals and what I would call building the foundation for growth was very important so that when we move forward, we were moving forward from a very solid foundation of good governance, good execution, good capability and a strong balance sheet. And we got to a place in 2024, where we felt we had a very, very strong balance sheet, and we divested our interest in 407 that really didn't fit with the growth plan going forward. And that's enabled us to be able to acquire businesses so that we can inorganically grow as well as organically grow. And that's a key element, which is new to the company of our future. Now you will have seen recently, actually, we concluded an acquisition earlier this year in Australia, and we've just announced 2 other acquisitions in Australia. And that's to build a base out in Australia because we see it as a good geography with stable growth, a lot of interest in Energy and Defense and the Brisbane Olympics. So we have now 1,300 people in Australia that we can leverage growth from, which is new for us. Our real priority of growth is the U.S. We see the U.S. as a stable, strong and resilient market for our Engineering Services business as well as our Nuclear business. Currently, we have been growing, and we've moved from #20 to #16 in the market in the U.S. But our intention is to get into the top 5, and we have a very clear plan to do that. And we will acquire businesses and organically grow with those businesses so that we build out our footprint from coast to coast in the U.S. and become a top 5 player. So we have a very, very deliberate plan of how we're going to grow. And obviously, that plan may have to change as we see market conditions change, but we're very optimistic about our future. And I thank you for that question.

Stephanie, have we received any other questions?

We have not received any other questions, Bill.

As there are no further questions from shareholders, that completes our meeting today. Before we close, on behalf of the Board and our shareholders, I would like to thank Ian for his leadership over the last year and his senior management team for their ongoing commitment to our success. I would also like to express our appreciation to our dedicated employees whose contributions are key to the future of this great company.

Thank you very much, and have a great day, everyone. Thank you, and goodbye. [Statements in English on this transcript were spoken by an interpreter present on the live call.]