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WSP Global Inc. — Proxy Solicitation & Information Statement 2020
Apr 7, 2020
47182_rns_2020-04-07_ee64f73a-68e4-42c7-a563-e3d762a885a0.pdf
Proxy Solicitation & Information Statement
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WSP GLOBAL INC.
Notice of Annual Meeting of Shareholders and of Availability of Proxy Materials
NOTICE IS HEREBY GIVEN THAT the annual meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Shares") of WSP Global Inc. (the "Corporation") will be held on May 7, 2020 at 11:00 a.m. (Eastern Time) for the following purposes:
(a) to receive the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2019 and to receive the independent auditor's report thereon (for details, see subsection "Presentation of the Financial Statements" under the "Business of the Meeting" section of the management information circular of the Corporation dated March 13, 2020);
(b) to elect each of the directors of the Corporation to hold office until the end of the next annual meeting of the Shareholders or until their successors are appointed (for details, see subsection "Election of Directors" under the "Business of the Meeting" section of the management information circular of the Corporation dated March 13, 2020);
(c) to appoint the independent auditor of the Corporation for the forthcoming year and to authorize the directors to fix the auditor's remuneration (for details, see subsection "Appointment of Auditor" under the "Business of the Meeting" section of the management information circular of the Corporation dated March 13, 2020);
(d) to consider and approve, in a non-binding advisory capacity, the Corporation's approach to executive compensation policies (for details, see subsection "Non-Binding Advisory Vote on Executive Compensation" under the "Business of the Meeting" section of the management information circular of the Corporation dated March 13, 2020); and
(e) to consider such other business, if any, that may properly come before the Meeting or any adjournment thereof. Information respecting the use of discretionary authority to vote on any such other business may be found in the subsection "Completing the Form of Proxy" under the "General Proxy Matters" section of the management information circular of the Corporation dated March 13, 2020.
To contain the spread of the coronavirus (COVID-19) and to prioritize and support the well-being of our Shareholders, employees and other Meeting attendees, in line with public authority recommendations, the Corporation is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all Shareholders regardless of geographic location will have an equal opportunity to participate at the Meeting. Shareholders will not be able to attend the Meeting in person. All Shareholders will be able to attend, participate and vote at the Meeting online at www.virtualshareholdermeeting.com/WSP2020.
Notice-and-Access
As permitted by Canadian securities regulators, you are receiving this notification as the Corporation has decided to use the "notice-and-access" mechanism for delivery to the Shareholders of this notice of annual meeting of Shareholders, the management information circular of the Corporation dated March 13, 2020 prepared in connection with the Meeting and other proxy-related materials (the "Meeting Materials") as well as the annual audited consolidated financial statements of the Corporation for the financial year ended December 31, 2019, together with the independent auditor's report thereon, and related management's discussion and analysis (together, the "Financial Statements"). This year, the Corporation has adopted notice-and-access for both registered and non-registered Shareholders. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR and one other website, rather than mailing paper copies of such materials to Shareholders. Under notice-and-access, Shareholders still receive a proxy form or voting instruction form enabling them to vote at the Meeting. However, instead of paper copies of the Meeting Materials and of the Financial Statements, Shareholders receive this notice which contains information on how they may access the Meeting Materials and the Financial Statements online and how to request paper copies of such documents. The use of notice-and-access will directly benefit the Corporation by substantially
WSP GLOBAL INC.
reducing our printing and mailing costs and is more environmentally friendly as it reduces paper use. For non-registered Shareholders who had given instructions to receive a printed copy of the Financial Statements, the Corporation will mail a printed copy of same to such non-registered Shareholders.
How to Access the Meeting Materials and the Financial Statements
On our website: www.wsp.com under "Investors"/"Reports & Filings"
On SEDAR: www.sedar.com under the Corporation's profile
Shareholders are reminded to read the management information circular of the Corporation dated March 13, 2020 and other Meeting Materials carefully before voting their Shares.
How to Request a Paper Copy of the Meeting Materials and of the Financial Statements
Before the Meeting
If your name appears on a share certificate, you are considered as a "registered Shareholder". If your Shares are listed in an account statement provided to you by an intermediary, you are considered as a "non-registered Shareholder". Whether you are a registered Shareholder or a non-registered Shareholder, you may request paper copies of the Meeting Materials and of the Financial Statements at no cost to you by contacting Broadridge Investor Communications Corporation ("Broadridge") by one of the following methods: on-line at www.proxyvote.com and entering the 16-digit control number located on your proxy or voting instruction form and following the instructions provided. Alternatively, you may submit a request by calling 1-877-907-7643 (toll free within North America) or 905-507-5450 (outside of North America), or by email to [email protected].
Please note that you will not receive another form of proxy or voting instruction form; please retain your current one to vote your Shares.
In any case, requests for paper copies should be received at least five (5) business days prior to the proxy deposit date and time, which is set for May 5, 2020 at 5:00 p.m. (Eastern Time) in order to receive the Meeting Materials and the Financial Statements in advance of such date and the Meeting date. To ensure receipt of the paper copies in advance of the voting deadline and Meeting date, we estimate that your request must be received by no later than 5:00 pm (Eastern Time) on April 28, 2020.
After the Meeting
By telephone at 438-843-7519 or by email at [email protected]. Paper copies of the Meeting Materials and of the Financial Statements will be sent to you within ten (10) calendar days of receiving your request.
Voting
The record date (the "Record Date") for determination of Shareholders entitled to receive notice of and to vote at the Meeting is March 25, 2020. Only Shareholders whose names have been entered in the register of Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Shareholders who acquire Shares after the Record Date will not be entitled to vote such Shares at the Meeting.
The Meeting will be held virtually via the Internet. Shareholders who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the Internet. Shareholders can access the Meeting by visiting www.virtualshareholdermeeting.com/WSP2020. At this website, Shareholders and duly appointed proxyholders will be able to listen to the Meeting live, submit questions and submit their vote while the Meeting is being held. Please see the "General Proxy Matters" section of the management information circular of the Corporation dated March 13, 2020.
Shareholders who are unable to attend the Meeting or who wish to vote in advance of the Meeting, are asked to carefully follow the instructions on the proxy or voting instruction form. Only registered Shareholders and proxyholders may attend and vote at the Meeting. If you are a non-registered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder.
It is recommended that you vote by telephone or Internet to ensure that your vote is received before the Meeting. To cast your vote by telephone or Internet, please have your proxy card or voting instruction form in hand and carefully follow the instructions contained therein. Your telephone or Internet vote authorizes the named proxyholders to vote your Shares in the same manner as if you mark, sign and return your proxy card. If you vote by telephone or Internet, your vote must be received before 5:00 p.m. (Eastern Time) on May 5, 2020.
WSP GLOBAL INC.
Non-registered Shareholders whose Shares are registered in the name of an intermediary should carefully follow the voting instructions provided by the intermediary or as described elsewhere in the management information circular of the Corporation dated March 13, 2020.
Questions
If you have any questions regarding this notice, the notice-and-access mechanism or the Meeting, whether you are a registered or non-registered Shareholder, please call Broadridge Investor Communication Solutions at 1-855-887-2244.
DATED at the City of Montreal, in the Province of Quebec, this 3rd day of April 2020.
BY ORDER OF THE BOARD OF DIRECTORS

Alexandre L'Heureux President and Chief Executive Officer

Christopher Cole Chairman of the Board of Directors