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AtkinsRéalis Group Inc. Proxy Solicitation & Information Statement 2026
42607_rns_2026-04-14_34573898-93f7-460a-9daf-6ab4beb5b132.pdf
Proxy Solicitation & Information Statement
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AtkinsRéalis
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
We invite you to the 2026 Annual Meeting of Shareholders of AtkinsRéalis Group Inc. (the "Meeting").
Date and time
Thursday, May 14, 2026
11:00 a.m. (Eastern Daylight Time)
How can I attend?
In person
at Lumi Experience
1250, René-Lévesque Blvd. W., Suite 3610
Montréal, Québec, H3B 4W8
or
Online
via live video webcast at
https://meetings.lumiconnect.com/400-383-329-387
Who can attend and vote at the Meeting?
Registered shareholders and duly appointed proxyholders can attend in person or online, ask questions and vote at the Meeting of AtkinsRéalis Group Inc. (the "Company").
Each holder of the common shares of the Company (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 23, 2026.
Guests may attend the Meeting online but will not be allowed to vote or ask questions.
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 Investor Services Inc. ("Computershare"), our transfer agent.
You are a non-registered (or "beneficial") shareholder if your Common Shares are listed in an account statement provided to you by the administrator of the Company's Canada Employee Share Ownership Plan (ESOP), UK Share Incentive Plan (U.K. SIP) or US Employee Stock Purchase Plan (U.S. ESPP) or by a bank, a trust company, a securities broker or another financial institution that holds the Common Shares you own in its name.
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 23, 2026 (the "Circular") and will be asked to consider any other business that is properly brought before the Meeting. The following matters will be approved by a simple majority of the votes cast:
| Board Recommendation | Additional Information in the Circular | |
|---|---|---|
| 1. To elect the Directors of the Company; | VOTE FOR | p. 13 |
| 2. To appoint the auditor for the fiscal year ended December 31, 2026 and to authorize the Board of Directors of the Company to fix the auditor's remuneration; | VOTE FOR | p. 13 |
| 3. To consider, and if deemed appropriate, to adopt a resolution reconfirming and approving the Amended and Restated Shareholder Rights Plan Agreement until the close of business on the date on which the annual meeting of the shareholders of the Company is held in 2029 (the full text of the resolution is reproduced in subsection 4 under the "Business of the Meeting" section of this Circular); | VOTE FOR | p. 14 |
| 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; and | VOTE FOR | p. 14 |
| 5. To consider three (3) shareholder proposals set forth in Schedule B to this Circular. | VOTE AGAINST | p. 14 |
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
Gemeviève Simard
Corporate Secretary
Delivery of Meeting Materials
Notice and Access
As permitted by Canadian securities regulators, the Company is using the "notice-and-access" mechanism for the delivery of the Circular and the 2025 annual financial documents to our shareholders (together, 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 of same. The use of notice-and-access directly benefits the Company by substantially reducing its printing and mailing costs in addition to being more environmentally friendly.
Shareholders are reminded to read the Circular and other Meeting Materials carefully before voting their Common Shares.
How to access the Meeting Materials Online
On our website at www.atkinsrealis.com under "Investors"/"Investor Essentials"/"Investor's Briefcase", or
On SEDAR+ at www.sedarplus.com
How can I request a paper copy of the Meeting Materials?
Before the Meeting
If you request the Meeting Materials before the date of the Meeting, it will be sent to you within three (3) 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 Daylight Time) on May 1, 2026.
Please note that you will not receive another form of proxy or voting instruction form. As such, please retain your current one in order to vote your Common Shares.
Registered Shareholders:
Call Computershare toll-free at 1-866-962-0498 (within North America) or at +1 514-982-8716 (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 16-digit control number located on your voting instruction form.
or
Submit a request by calling toll-free at 1-844-916-0609 (English) or at 1-844-973-0593 (French), or by email to [email protected].
After the Meeting
Submit a request by email to [email protected]. 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+ at www.sedarplus.com.
Proxy Solicitation
The solicitation of proxies in connection with the Meeting is being made by or on behalf of management of the Company primarily by mail, but proxies may also be solicited by telephone, email 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, among other responsibilities. The solicitation costs will be at the expense of the Company and Laurel Hill will receive a fee of $46,500 for such services, in addition to certain out-of-pocket expenses. The Company may also reimburse brokers and other intermediaries for their costs incurred in sending proxy materials to shareholders. Non-registered shareholders are either objecting beneficial owners who object that intermediaries disclose information about their ownership in the Company, or non-objecting beneficial owners, who do not object to such disclosure. The Company pays for the costs of preparing and distributing the Meeting Materials, including reimbursing brokers and other entities for mailing the materials to beneficial shareholders.
How will my Common Shares be voted if I give my proxy?
Your proxyholder must vote or withhold from voting, as the case may be, 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;
- for the advisory resolution on the Company's approach to executive compensation; and
- against the three (3) shareholder proposals described in Schedule B to this Circular.
AtkinsRéalis Notice of Annual Meeting of Shareholders
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, or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.
The Chair of the Meeting has the discretion to accept or reject any late forms of proxy or voting instruction forms submitted after 11:00 a.m. (Eastern Daylight Time) on Tuesday, May 12, 2026, and may waive or extend this deadline without notice.
How can I vote?
Option 1 – Vote before the meeting (Proxy)
Registered Shareholders
Internet
Visit www.investorvote.com and follow the instructions.
Smart Phone or Tablet
Scan the QR code on your form of proxy and follow the instructions.
Telephone
Call toll-free at 1-866-732-8683 and follow the instructions.
If you choose to vote by telephone, you cannot appoint any person other than the persons whose names already appear in your form of proxy.
Mail
Fill out your form of proxy and return it by mail in the envelope provided.
All forms of proxy must be received by 11:00 a.m. (Eastern Daylight Time) on Tuesday, May 12, 2026.
Non-Registered Shareholders
Internet
Visit www.proxyvote.com and follow the instructions. You will need the control number indicated on your voting instruction form.
Smart Phone or Tablet
Scan the QR code on your voting instruction form and follow the instructions.
Telephone
Call toll-free at 1-800-474-7493 and follow the instructions.
If you choose to vote by telephone, you cannot appoint any person other than the persons whose names already appear in your voting instruction form.
Mail
Fill out your voting instruction form and return it by mail in the envelope provided.
All voting instruction forms must be received by 11:00 a.m. (Eastern Daylight Time) on Tuesday, May 12, 2026. Some intermediaries may impose an earlier deadline.
Option 2 – Vote at the meeting
Registered Shareholders
In person
If you wish to vote in person, you do not have to return your form of proxy. You may present yourself in person at the Meeting at:
Lumi Experience
1250, René-Lévesque Blvd. W., Suite 3610, Montréal, Québec, H3B 4W8
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://meetings.lumiconnect.com/400-383-329-387 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 "atkinsrealis2026" as password.
Non-Registered Shareholders
If you wish to vote online or in person at the Meeting, you must 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.
In person
If you have appointed yourself as proxyholder and wish to vote in person, register on arrival with representatives of Computershare, who will provide you with your ballot at:
Lumi Experience
1250, René-Lévesque Blvd. W., Suite 3610, Montréal, Québec, H3B 4W8
Online via Live Webcast
If you wish to vote online at the Meeting, you MUST register yourself as proxyholder by visiting www.computershare.com/ATRL by 11:00 a.m. (Eastern Daylight Time) on Tuesday, May 12, 2026. This step is in addition to your appointment. Please see the "How can I appoint a third-party proxyholder?" section below for more information.
- Visit https://meetings.lumiconnect.com/400-383-329-387 and log in at least 15 minutes before the start of the Meeting. You will need the latest version of Chrome, Safari, Edge or Firefox.
- Enter the control number provided by Computershare as username and "atkinsrealis2026" as password.
Failure to register yourself as proxyholder will result in you, the proxyholder, not receiving a username to participate in the Meeting online.
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 who does not have to be a shareholder of the Company but who should accept to be a proxyholder. 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 in person or online via live webcast at the Meeting:
- 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.
- If your appointee wishes to participate in the Meeting online, you MUST also register your proxyholder by visiting www.computershare.com/ATRL by 11:00 a.m. (Eastern Daylight Time) on Tuesday, May 12, 2026 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 in person or online via live webcast at the Meeting:
- 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.
- If your appointee wishes to participate in the Meeting online, you MUST also register your proxyholder by visiting www.computershare.com/ATRL by 11:00 a.m. (Eastern Daylight Time) on Tuesday, May 12, 2026 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 in person or 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 in person or 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 Daylight Time) on Tuesday, May 12, 2026.
Non-Registered Shareholders
To change a previously submitted voting instruction form, fill out a new voting instruction form bearing a later date and return it using the instructions provided by your intermediary.
To revoke a previously submitted voting instruction form, shareholders should contact their bank, broker or other intermediary.
To appoint a different third-party proxyholder to attend, participate or vote for you in person or 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 Daylight Time) on Tuesday, May 12, 2026.
Questions?
If you have questions or require assistance in voting your Common Shares, please contact our proxy solicitation agent, Laurel Hill, toll-free at 1-877-452-7184 (for shareholders in North America) or at +1 416-304-0211 (for shareholders outside of North America), by texting "INFO" to either number, or by email at [email protected].
If you have questions about the Meeting, please consult the Meeting web page for the current year, available on our website at www.atkinsrealis.com, under "Investors"/"2026 Annual Meeting of Shareholders" where relevant information and a Frequently Asked Questions (FAQ) guide are provided.
AtkinsRéalis Notice of Annual Meeting of Shareholders