An anonymous director reports

ATKINSREALIS ANNOUNCES RENEWAL OF NORMAL COURSE ISSUER BID

The Toronto Stock Exchange has approved the renewal of SNC-Lavalin Group Inc.'s (AtkinsRealis) normal course issuer bid (NCIB) to purchase for cancellation up to 1.5 million common shares of the company over the 12-month period commencing on March 8, 2024, and ending no later than March 7, 2025, representing 0.85 per cent of the issued and outstanding common shares as of Feb. 23, 2024.

The company has established an automatic share purchase plan with its designated broker to facilitate the purchase of common shares under the NCIB during times when the company would ordinarily not be permitted to purchase due to regulatory restrictions or self-imposed black-out periods. Before entering a black-out period, the company may, but is not required to, instruct the broker to make purchases under the NCIB during such period based on parameters set by the company in accordance with the automatic share purchase plan, TSX rules and applicable securities laws. The plan has been precleared by the TSX and will be implemented effective March 8, 2024.

The company believes that in the appropriate circumstances, the purchase of common shares may be an effective use of its funds, and in the best interest of the company and its shareholders.

The company will also be permitted to purchase its common shares from Caisse de depot et placement du Quebec (CDPQ), in accordance with an exemption granted by the TSX in connection with the NCIB in order to maintain CDPQ's proportionate shareholding percentage as close as possible to, without exceeding, 19.9 per cent of the issued and outstanding common shares. The maximum number of common shares that may be purchased pursuant to the NCIB will include the number of common shares purchased by the company from CDPQ.

Purchases from CDPQ will be made during the TSX's special trading session, pursuant to an automatic disposition plan (ADP) agreement between the company's broker, the company and CDPQ. Purchases from CDPQ will be made on trading days, as required by the ADP agreement, on which the company makes a purchase from other shareholders. In the event that CDPQ does not sell common shares on any trading day as required by the terms of the ADP agreement (other than as a result of certain market disruption events), the TSX exemption will cease to apply and the company will not be permitted to make any further purchases from CDPQ under the terms of the NCIB. Additionally, the ADP agreement will terminate automatically upon CDPQ selling any number of common shares other than pursuant to the ADP agreement, whether through the facilities of the TSX or otherwise.

All common shares purchased pursuant to the NCIB, including those purchased from CDPQ, will be cancelled. The timing and amount of purchases under the NCIB are subject to management discretion based on various factors. These purchases are to be made through the facilities of the TSX, other designated exchanges or Canadian alternative trading systems, in accordance with the TSX's policy on normal course issuer bids, or otherwise as may be permitted by applicable securities laws and regulations.

During the period that the NCIB is outstanding, the company does not intend to make purchases of its common shares other than by means of open market transactions or such other means as may be permitted by securities regulatory authorities from time to time and, as applicable, including block purchases of common shares. The company may also purchase shares privately from time to time, after obtaining exemption orders from applicable securities regulatory authorities. Any such private purchase made under an exemption order issued by a securities regulatory authority will be at a discount from the prevailing market price, as provided in the exemption order.

On Feb. 23, 2024, the company had 175,554,252 common shares issued and outstanding, 120,338,990 of which made up the public float. The average daily trading volume (ADTV) of the common shares through the facilities of the TSX over the last six completed calendar months was 323,491. Accordingly, under the TSX rules and policies, the company is entitled, on any trading day, to purchase up to 25 per cent of the ADTV, which totals 80,872 common shares, excluding common shares purchased from CDPQ pursuant to the ADP agreement, for the next 12-month period of the normal course issuer bid. In excess of the daily 80,872 repurchase limit, the company may also purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit, in accordance with the TSX rules.

Under the company's normal course issuer bid that expires on March 7, 2024, the company had received the approval of the TSX to purchase for cancellation a maximum of 1.5 million common shares. The company did not purchase any common shares under this normal course issuer bid.

About SNC-Lavalin Group Inc.

Created by the integration of long-standing organizations dating back to 1911, AtkinsRealis is a world-leading professional services and project management company dedicated to engineering a better future for the planet and its people. It creates sustainable solutions that connect people, data and technology to transform the world's infrastructure and energy systems. It deploys global capabilities locally to its clients and delivers unique end-to-end services across the whole life cycle of an asset, including consulting, advisory and environmental services, intelligent networks and cybersecurity, design and engineering, procurement, project and construction management, operations and maintenance, decommissioning, and capital. The breadth and depth of the company's capabilities are delivered to clients in strategic sectors such as engineering services in key regions (Canada, the United States and the United Kingdom, as well as Asia, the Middle East and Australia), nuclear and capital.

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