AtkinsRéalis Group Inc. — Proxy Solicitation & Information Statement 2023

Apr 18, 2023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

We invite you to the 2023 Annual Meeting of Shareholders of SNC‑Lavalin Group Inc. (the “Meeting”).

DATE AND TIME

Thursday, May 18, 2023 11:00 a.m. (Eastern Time)

HOW CAN I ATTEND?

Online via live video webcast at https://web.lumiagm.com/414721330

WHO CAN ATTEND AND VOTE AT THE MEETING?

Registered shareholders and duly appointed proxyholders can attend, ask questions and vote at the Meeting of SNC‑Lavalin Group Inc. (the ‘’Company’’).

WHAT IS THE DIFFERENCE BETWEEN A REGISTERED SHAREHOLDER AND A BENEFICIAL OWNER?

You are a registered shareholder if your common shares are registered directly in your name with Computershare Trust Company of Canada (“Computershare”), our transfer agent.

You are a non-registered (or “beneficial”) owner if your Common Shares are listed in an account statement provided to you by the SNC‑Lavalin Employee Share Ownership Plan (ESOP) administrator or by a bank, a trust company, a securities broker or another financial institution.

WHAT WILL I BE VOTING ON?

You will vote on the matters listed below, for which you will find additional information in the ‘’Business of the Meeting’’ section of the Company’s Management Proxy Circular dated March 20, 2023 (the “Circular”) and consider any other business that is properly brought before the Meeting. A simple majority of the votes cast will constitute approval of the following matters:

Each holder of the Common Shares is entitled to one (1) vote at the Meeting for each Common Share registered in the holder’s name as at the close of business on the record date, March 20, 2023.

Guests may attend the Meeting but will not be allowed to vote or ask questions.

Each holder of the Common Shares is entitled to one (1) voteat the Meeting for each Common Share registered in theholder’s name as at the close of business on the record date,March 20, 2023.
Guests may attend the Meeting but will not be allowed to voteor ask questions.	Boardrecommendation	AdditionalInformation inthe Circular
1.To elect the Directors of the Company;	VOTE FOR	p. 12
2.To appoint the auditor for the fscal year ended December 31, 2023 and to authorizethe Board of Directors of the Company to fx the auditor’s remuneration;	VOTE FOR	p. 12
3.To consider and, if deemed appropriate, to adopt a resolution reconfrming andapproving the Amended and Restated Shareholder Rights Plan Agreement untilthe close of business on the date on which the annual meeting of the shareholdersof the Corporation is held in 2026 (the full text of the resolution is reproduced insubsection 4 under the “Business of the Meeting” section of the Circular)”; and	VOTE FOR	p. 13
4.To consider and, if deemed appropriate, to adopt a resolution providing for a non‑binding advisory vote on the Company’s approach to executive compensation.	VOTE FOR	p. 13

Please take a moment to vote and read the following pages where you will find useful information about the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

==> picture [110 x 36] intentionally omitted <==

Geneviève Simard Corporate Secretary

SNC-LAVALIN NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DELIVERY OF MEETING MATERIALS

Notice and Access

As permitted by Canadian securities regulators, we are using the “notice‑and‑access” mechanism for the delivery of the Circular and 2022 annual financial documents to our shareholders (the “Meeting Materials”).

Under notice‑and‑access, shareholders continue to receive a proxy form or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the Meeting Materials, shareholders receive this notice which contains information on how they may access the Meeting Materials and how to request a paper copy. The use of notice‑and‑access directly benefits the Company by substantially reducing its printing and mailing costs and is more environmentally friendly.

HOW TO ACCESS THE MEETING MATERIALS ONLINE

On our website

www.snclavalin.com

under “Investors”/“Investor’s Briefcase” or

On SEDAR

www.sedar.com Shareholders are reminded to read the Circular and other Meeting Materials carefully before voting their Common Shares.

HOW CAN I REQUEST A PAPER COPY OF THE MEETING MATERIALS?

Before the Meeting

If you request the Circular before the date of the Meeting, it will be sent to you within three business days of receiving your request. To receive the Circular before the voting deadline and the date of the Meeting, we estimate that your request must be received no later than 5:00 p.m. (Eastern Time) on May 5, 2023.

Please note that you will not receive another form of proxy or voting instruction form; please retain your current one to vote your Common Shares.

REGISTERED SHAREHOLDERS

Call Computershare at 1‑866‑962‑0498 (within North America) or 514‑982‑8716 (international direct dial) and enter your control number as indicated on your form of proxy.

NON-REGISTERED SHAREHOLDERS

Visit www.proxyvote.com and enter the control number located on your voting instruction form.

or

Submit a request by calling 1‑877‑907‑7643 (within North America) or 905‑507‑5450 (international direct dial), or by email to noticeandaccess@broadridge.com .

After the Meeting

Submit a request by email at investors@snclavalin.com. A copy of the Meeting Materials will be sent to you within ten (10) calendar days of receiving your request.

You may request a paper copy of the Meeting Materials at no cost up to one (1) year from the date the Circular was filed on SEDAR.

PROXY SOLICITATION

The solicitation of proxies in connection with the Meeting is being made primarily by mail, but proxies may also be solicited by telephone, fax or other personal contact by Directors, officers or other employees of the Company. The Company has also hired Laurel Hill Advisory Group (“Laurel Hill”) to act as the Company’s proxy solicitation agent and shareholder communications advisor in connection with the Meeting. The solicitation costs will be at the expense of the Company and are estimated at approximately $42,500.

HOW WILL MY COMMON SHARES BE VOTED IF I GIVE MY PROXY?

Your proxyholder must vote according to the instructions provided on your form of proxy or voting instruction form. If you properly complete and submit your form of proxy or voting instruction form but do not appoint a different proxyholder and do not specify how you want to vote, your Common Shares will be voted for you as follows:

• › for the election of the nominated Directors to the Board;

• › for the appointment of the independent auditor;

• › for the resolution reconfirming and approving the Amended and Restated Shareholder Rights Plan Agreement; and

• › for the advisory resolution on the Company’s approach to executive compensation.

Your proxyholder will also decide how to vote on any amendment or variation to any item of business in this notice of meeting or any other matters that are properly brought before the Meeting.

The Chair of the Meeting has the discretion to accept or reject any late form of proxies or voting instruction forms submitted after 11:00 a.m. (Eastern Time) on Tuesday, May 16, 2023, and can waive or extend this deadline without notice.

2

HOW CAN I VOTE?

OPTION 1 – EXERCISE YOUR VOTING RIGHTS BY PROXY (BEFORE THE MEETING)

Registered Shareholders	Registered Shareholders	Non-Registered Shareholders	Non-Registered Shareholders
	InternetVisitwww.investorvote.comand		InternetVisitwww.proxyvote.comand follow the
	follow the instructions.		instructions. You will need the control number
	Smart Phone or Tablet		indicated on your voting instruction form.
	Scan the QR code on your form of proxy		Smart Phone or Tablet
	and follow the instructions.		Scan the QR code on your voting instruction
	TelephoneCall 1‑866‑732‑8683 toll free and		form and follow the instructions.Telephone
	follow the instructions.		Call 1‑800‑474‑7493 toll free and
	If you choose to vote by telephone, you cannot		follow the instructions.
	appoint any person other than the persons whose		If you choose to vote by telephone, you cannot appoint
	names already appear in your form of proxy.		any person other than the persons whose names
	MailFill out your form of proxy and return it		already appear in your voting instruction form.Mail
	by mail in the envelope provided.		Fill out your voting instruction form and
	All forms of proxy must be received by 11:00 a.m.		return it by mail in the envelope provided.
	(Eastern Time) on Tuesday, May 16, 2023.		All voting instruction forms must be received by
			11:00 a.m. (Eastern Time) on Tuesday, May 16, 2023.

OPTION 2 – VOTE AT THE MEETING

Registered Shareholders

Online via Live Webcast

If you wish to vote online at the Meeting, you do not have to return your form of proxy and you must follow these steps:

1. Visit https://web.lumiagm.com/414721330 and register online at least 15 minutes before the start of the Meeting. You will need the latest version of Chrome, Safari, Edge or Firefox.

2. Enter the control number located on your form of proxy as username and “snc2023” as password.

Non-Registered Shareholders

Online via Live Webcast

If you wish to vote online at the Meeting, you must follow these steps:

1. Name yourself as proxyholder on your voting instruction form. To do so, write your name in the space provided for such purpose on the voting instruction form and follow the instructions to submit such voting instruction form.

2. You MUST also register yourself as proxyholder by visiting www.computershare.com/SNC by 11:00 a.m. (Eastern Time) on Tuesday, May 16, 2023. Please see the “How can I Appoint a Third‑Party Proxyholder” section below for more information.

Failure to register yourself as proxyholder will result in the proxyholder not receiving a username to participate in the Meeting online.

3

SNC-LAVALIN NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

HOW CAN I APPOINT A THIRD-PARTY AS PROXYHOLDER?

As a shareholder, you have the right to appoint another person to be your proxyholder to attend, participate or vote for you at the Meeting. You can also appoint a proxyholder other than the persons whose names already appear in your form of proxy or voting instruction form and that is not a shareholder of the Company. Make sure that the person you appoint is aware that they have been appointed and participates in the Meeting, otherwise your vote will not be taken into account.

Registered Shareholders

Internet and Mail

If you wish to appoint a third‑party proxyholder to attend, participate or vote for you online via live webcast at the Meeting:

1. Insert the name of your chosen proxyholder in the space provided for such purpose in your form of proxy. Follow the instructions to submit your form of proxy by Internet or by mail.

2. You MUST also register your proxyholder by visiting www.computershare.com/SNC by 11:00 a.m. (Eastern Time) on Tuesday, May 16, 2023 and providing the proxyholder’s contact information so that Computershare may provide the proxyholder with a username via email.

Failure to register your proxyholder will result in the proxyholder not receiving a username to participate in the Meeting online.

Non-Registered Shareholders

Internet and Mail

If you wish to appoint a third‑party proxyholder to attend, participate or vote for you online via live webcast at the Meeting:

1. Insert the name of your chosen proxyholder in the space provided for such purpose in your voting instruction form. Follow the instructions to submit your voting instruction form by Internet or by mail.

2. You MUST also register your proxyholder by visiting www.computershare.com/SNC by 11:00 a.m. (Eastern Time) on Tuesday, May 16, 2023 and providing the proxyholder’s contact information so that Computershare may provide the proxyholder with a username via email.

Failure to register your proxyholder will result in the proxyholder not receiving a username to participate in the Meeting online.

IF I CHANGE MY MIND, HOW CAN I REVOKE A PROXY OR VOTING INSTRUCTION FORM?

Registered Shareholders

To revoke a previously submitted proxy:

• › Fill out a new form of proxy bearing a later date and return it by using one of the manners indicated under section “How can I vote?” above.

or

• › Attend the Meeting online, where you will be provided the opportunity to revoke any and all previously submitted proxies, and vote by ballot on the matters put forth at the Meeting.

To appoint a different third‑party proxyholder to attend, participate or vote for you online via live webcast at the Meeting, follow the steps indicated under the section “How can I Appoint a Third‑Party as Proxyholder?” above.

All forms of proxy must be received by 11:00 a.m. (Eastern Time) on Tuesday, May 16, 2023.

Non-Registered Shareholders

To revoke a previously submitted voting instruction form and appoint yourself as proxyholder to attend, participate or vote online via live webcast at the Meeting, fill out a new voting instruction form bearing a later date and follow the steps indicated under section “How can I Appoint a Third‑Party as Proxyholder?” above and make sure to register yourself prior to attending the Meeting.

To appoint a different third‑party proxyholder to attend, participate or vote for you online via live webcast at the Meeting, fill out a new voting form bearing a later date and follow the steps indicated under the section “How can I Appoint a Third‑Party as Proxyholder?” above.

All voting instruction forms must be received by 11:00 a.m. (Eastern Time) on Tuesday, May 16, 2023.

QUESTIONS?

If you have questions or require assistance, please contact our proxy solicitation agent, Laurel Hill at 1‑877‑452‑7184 collect calls within North America, 416‑304‑0211 outside of North America or by email at assistance@laurelhill.com

4