Stantec Inc. ($STN)

Hello, everyone. My name is Doug Ammerman. I'm the Chair of Stantec. I'd like to welcome you to our AGM. This AGM will be held on a virtual basis and also in-person. So it's a hybrid AGM. We have people here in Edmonton joining in person. We have people joining remotely through the Stantec site. Wherever you're joining us today, I'd like to welcome you to the meeting. Today, before we get started, I'll begin with a Safety Moment because at Stantec, we start every meeting with a Safety Moment. We always want safety to be top-of-mind. So if there's an emergency in the room, there'll be an alarm that will go off directing you where to go. There's a Muster Station downstairs by the Bell Tower, and we'll meet by 102nd Street. So don't move on the first alarm, you'll be instructed to leave. What I'd like to do is introduce some of the folks here today from Stantec. We have our President and CEO, Gord Johnston. Vito Culmone, our Executive Vice President and CFO; and Executive Vice President and General Counsel, Paul Alpern. These individuals will be available to answer any questions during the question-and-answer period of the session that will follow. I would also like to introduce our Board of Directors who are standing for reelection, including myself. We have Martin a Porta, Shelley Brown, Angie Chen, Rick Eng, Gord Johnston, Chris Lopez, Marie-Lucie Morin and Celina Wang Doka and all of the members standing for reelection are here today, and I want to thank them for their continued contributions to the Board. So thank you. With that, I'd like to officially call the meeting to order, and I'd like to appoint Paul Alpern to act as Secretary of the meeting and Chris Parsons and Stephanie Tuss of Computershare to act as scrutineers of the meeting. They've confirmed that we do have a quorum today. And as a reminder, only shareholders who held their shares as of March 19, 2026, which is the Record Date of the Meeting, or their validly appointed proxy holders, are entitled to vote at today's meeting. This morning's meeting will proceed in 3 parts. First, we're going to be considering the major matters to vote on. Secondly, we'll open it up to any questions that will get questions from shareholders and people attending in person and virtually. And third, we'll report back to you on the preliminary financial results, our voting results, and the results of the meeting will be released to Computershare and will be available at our website at stantec.com, SEDAR+ and EDGAR. So now I'd like to ask Paul to talk about the voting procedures.

Thank you, Doug, and good morning, everyone. The business matters for today's meeting are described in the Management Information Circular dated March 19, 2026, which accompanied the Notice of Meeting. I will take the Notice of Meeting as read. Every shareholder and proxy holder entitled to vote on each of the business matters brought before today's meeting has 1 vote in respect of each share held by that shareholder or proxy holder. If you've already voted by proxy, there's no need to vote again unless you wish to change your vote. Registered Shareholders and duly appointed proxy holders who are physically present at today's meeting and haven't voted in advance will vote by ballot. Shareholders who have appointed Management as their proxy holder will have their shares voted at the meeting by Gord Johnston. Shareholders who have not already voted in advance and proxy holders who are present have received 3 ballots at the registration desk. [Audio Gap]

Thank you, Paul. The first item of business is the presentation of our financial statements. We have placed before the meeting Stantec's consolidated financial statements for the fiscal year ended December 31, 2025. These financial statements and corresponding auditor's report are included in our annual report. Extra copies of the annual report are available at the registration desk as you entered today's meeting. You can also view the annual report in the Investors section of our website at stantec.com. If any shareholders have any questions about the Annual Financial Statements, we will be happy to address them during the question period that follows this meeting. The next item of business is the election of our directors. We'll be electing 9 directors today. Information about each nominee appears in the Proxy Circular that was made available to you in advance of today's meeting. I'll now ask Paul Alpern to nominate the directors.

Thank you, Doug. I nominate each of the persons whose name appears in the Management Information Circular under the heading Nominees for Election to the Board of Directors to be elected as a Director of Stantec and to hold office for the ensuing year or until his or her successor is elected or appointed.

Thank you, Paul. Unless there are any questions, I'll now put the motion to the meeting. Are there any questions about the election of our directors? Hearing none, we'll proceed with the vote. Please use your blue ballot to vote for the election of our directors. And shareholders who are voting through the virtual meeting platform, please cast your vote on the election of our directors now. [Voting]

We'll now proceed to the next item, which is the appointment of our auditors. So Paul, I'll turn it over to you.

Thank you. I move that PricewaterhouseCoopers LLP be reappointed auditors of Stantec for the 2026 fiscal year, that they hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed, and that the directors be authorized to fix their remuneration.

Thanks, Paul. I'll now put the motion to the meeting. Are there any questions about the appointment of our Auditors? Hearing none, we'll proceed with the vote. Please use your green ballot to cast your vote on the appointment of our Auditors. [Voting]

And again, shareholders voting virtually, please cast your vote on the appointment of our auditors. The next item is our non-binding advisory vote on executive compensation. Paul, can you have a motion on that?

I move 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 Stantec's Management Information Circular delivered in advance of today's meeting.

Thanks, Paul. I'll now put the motion to the meeting. Are there any questions regarding executive compensation? Hearing none, we'll proceed with the vote. At this point, please use your yellow ballot to mark your vote on our Annual Say-on-Pay. And again, shareholders that are voting through the Virtual Meeting Platform, please cast your vote now. So that concludes the matters to be voted on. [Voting]

Again, shareholders who are attending virtually, if you've not voted on the resolutions, please do so now, as the polls will close in a short period of time. So while the votes are being tabulated, I'll open the floor to questions or comments from Shareholders. If you have any, please raise your hand, indicate your name and whether you are a Shareholder or a Proxy holder. And if you're attending the meeting virtually, please use the Q&A function available in the virtual meeting room.

Okay. Mr. Chair, there's one question from the online community. It reads, there's been a lot of talk lately about how AI might impact the engineering industry. What are your thoughts on how AI may be a positive or negative influence?

Doug, perhaps I'll answer that one. And so we're actively engaged in the incorporation of AI tools into our operations, both from a back-office administrative perspective and in gaining efficiencies in our client-facing projects. We see AI as enhancing our margins, and we continue to engage with our employee base at all levels on how we can best incorporate the technology into our operations.

And there's no further questions from the online community, so you can proceed.

Okay. With that, the voting is now closed. Paul, if you could, could you please share with us the preliminary voting results?

Thank you, Mr. Chair. I've received a copy of the Scrutineer's Interim Report and wish to advise that approximately 83 million shares or 73% of the eligible shares have been voted on at today's meeting. All matters to be voted on at the meeting have been approved by a very large majority of the votes.

Okay. Thank you, Paul. And on that basis, I'll now declare that all the motions put forward at today's meeting have been approved. Please note that the results have been recorded by the scrutineers. They are preliminary. After the meeting, the scrutineers can provide an actual exact tally of the votes to anybody interested. Final voting results will be published shortly on our website at stantec.com and filed with U.S. and Canadian regulatory authorities. So on behalf of the Board, I'd like to thank you very much for your support. So this concludes our meeting today. And I'd like to close by thanking you for trusting us at Stantec with your vote, and the people at Stantec that are dedicated and innovative employees that make a big difference to what we do here. And on behalf of our Board, I'd like to thank you for your participation today. So thanks for attending today, and we look forward to seeing you next year.