[TRANSLATION] SUBSCRIPTION AGREEMENT BETWEEN CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC AND SNC-LAVALIN GROUP INC.

Transcription

1 EXECUTION VERSION [TRANSLATION] SUBSCRIPTION AGREEMENT BETWEEN CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC AND SNC-LAVALIN GROUP INC. April 20, 2017

2 EXECUTION VERSION Table of Contents Article 1 Definitions... 2 Article 2 Interpretation Article 3 Recitals and Schedules Article 4 Currency Article 5 Time of the Essence Article 6 Subscription Article 7 Commitment Fee Article 8 Representations and Warranties of the Corporation Article 9 Representations and Warranties of the Investor Article 10 Acknowledgements and Agreements of the Investor Article 11 Covenants of the Corporation Article 12 Indemnity Article 13 Expenses Article 14 Closing Conditions, Deliveries and Closing Article 15 Termination Article 16 Notice Article 17 Waiver Article 18 Parties to Discuss Press Releases Article 19 Survival of Representations and Warranties Article 20 Severability Article 21 Governing Law Article 22 Assignment and Successors Article 23 Public Filing Article 24 Amendment Article 25 Counterparts Article 26 Further Assurances Article 27 Entire Agreement... 42

3 EXECUTION VERSION SUBSCRIPTION AGREEMENT This subscription agreement is entered into as of April 20, 2017 BETWEEN: AND: CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC, a legal person duly constituted pursuant to the Act respecting the Caisse de dépôt et placement du Québec (Québec) (the Investor ); SNC-LAVALIN GROUP INC., a corporation duly constituted pursuant to the Canada Business Corporations Act (the Corporation ); WHEREAS the Corporation is announcing in the United Kingdom on the date hereof its firm intention to make an offer (the Formal Offer ) under Rule 2.7 of The City Code on Takeovers and Mergers (the Code ) setting out the terms of the Formal Offer, payable in cash by the Corporation or a Wholly-owned Affiliate (as that term is defined herein), with respect to WS Atkins plc ( Atkins ), for the sum of 2,080 pence per issued or to be issued share of ordinary share capital of Atkins, for an aggregate purchase price (the Purchase Price ) of approximately 2.1 billion (United Kingdom pound sterling) ($3.6 billion), to be carried out in connection with a proposed court-sanctioned scheme of arrangement pursuant to Part 26 of the U.K. Companies Act 2006 (the Scheme ) or, alternatively, by means of a takeover offer under Section 974 of the U.K. Companies Act 2006 (the Acquisition ); WHEREAS on the date hereof the Corporation is entering into the Bought-Deal Letter (as that term is defined herein) pursuant to which a syndicate of underwriters led by the Co-Lead Underwriters (as that term is defined herein) agrees to purchase from the Corporation and the Corporation agrees to issue and sell to them (the Public Offering ) an aggregate of up to 17,105,000 subscription receipts (the Receipts Offered to the Public ), which consist of 15,550,000 subscription receipts to be issued on a bought deal basis on the Closing Date (as that term is defined herein) and up to an additional 1,555,000 subscription receipts which may be issued following the exercise by the Co-Lead Underwriters, for and on behalf of the underwriters, of an over-allotment option exercisable within 30 days of the Closing Date, to be issued pursuant to the Public Receipt Agreement (as that term is defined herein) at a price of $51.45 per Receipt Offered to the Public for aggregate gross proceeds of $880,052,250 (assuming the exercise of the over-allotment option in full) (the Public Offering Proceeds ), which shall be used to finance a portion of the Purchase Price, as indicated herein; WHEREAS Highway Holdings (as that term is defined herein) is entering into a CDPQ Loan Agreement (as that term is defined herein) as of the date hereof with CDPQ Fixed Income Inc. ( CDPQ Lender ), a Wholly-owned Affiliate of the Investor, pursuant to which CDPQ Lender agrees to lend the sum of $1,500,000,000 to Highway Holdings (the Highway Holdings Loan ), which sum shall be lent in turn by Highway Holdings to the Corporation in order to finance a portion of the Purchase Price; WHEREAS on the date hereof, the Corporation is entering into a Term Credit Agreement (as that term is defined herein) and Bridge Credit Agreements (as that term is defined

4 - 2 - herein) pursuant to which Bank of Montreal, as administrative agent, and a syndicate of Canadian Schedule I banks agree to make available to the Corporation certain funds to finance a portion of the Purchase Price; WHEREAS on the date hereof, CDPQ Lender and the Corporation are entering into a bridge credit agreement (the CDPQ Bridge Credit Agreement ) pursuant to which CDPQ Lender agrees to make available an aggregate amount not exceeding $400,000,000 to the Corporation (the CDPQ Bridge Financing ) in order to finance a portion of the Purchase Price, and in particular that portion which would not be otherwise funded by the Private Placement Proceeds (as that term is defined herein) should the Private Placement (as that term is defined herein) not be completed; and WHEREAS the Corporation wishes to enter into this agreement with the Investor, pursuant to which the Corporation will issue to the Investor, and the Investor will subscribe from the Corporation (the Private Placement ), a total of 7,775,000 subscription receipts (the Subscribed Receipts ) at a price of $51.45 per Subscribed Receipt for aggregate gross proceeds of $400,023,750, to be used to finance a portion of the Purchase Price, as indicated herein, in substitution and replacement for the CDPQ Bridge Financing; NOW THEREFORE, in consideration of the undertakings and agreements set forth herein, the parties agree as follows: Article 1 Definitions Unless the context requires otherwise, when used in this Agreement the following terms shall have the meaning indicated below including in the recitals and any amendment hereto: (a) (b) (c) (d) (e) (f) Acquireco means SNC-Lavalin GB (Holdings) Limited, an indirect wholly owned Subsidiary of the Corporation; Acquisition has the meaning ascribed to that term in the recitals hereof; Acquisition Closing means the time at which the Acquisition becomes effective; Affiliate has the meaning ascribed to that term in Regulation , and Wholly-owned Affiliate means an affiliate within the meaning of Regulation , provided that the notion of control incorporated into such definition, other than as it relates to a limited partnership, shall be defined as ownership of 100% of the equity and voting securities of an entity; Agreement means this agreement, including all schedules and attachments hereto, and not any particular section or paragraph or other part thereof (unless indicated otherwise) and, as the context requires, terms such as hereof, herein, hereby and hereunder refer to this Agreement; Announcement Date means the date on which the announcement is made in the United Kingdom of the Corporation s firm intention to make an offer pursuant to Rule 2.7 of the Code announcing the terms of the Formal Offer;

5 - 3 - (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) Annual Information Form means the annual information form of the Corporation dated March 1, 2017 for the fiscal year ended December 31, 2016; Applicable Securities Laws means, collectively, all applicable securities laws of each of the Qualifying Provinces and the respective regulations, instruments and rules thereunder together with all applicable published statements, policies, notices, decisions, orders and rulings of the Securities Commissions; Atkins has the meaning ascribed to that term in the recitals hereof; Atkins Financial Statements means (i) the audited consolidated financial statements of Atkins for the fiscal year ended March 31, 2016 as well as the related notes and the auditors report thereon, and (ii) the half-year results of Atkins as at and for the six-month period ended September 30, 2016; Atkins Shareholders means the holders of shares of ordinary share capital of Atkins; Base Shelf Prospectus means the short form base shelf prospectus of the Corporation dated March 13, 2017 in the English and French languages, qualifying for distribution from time to time up to $1,500,000,000 in aggregate initial offering price of debt securities, Common Shares, preferred shares, subscription receipts and warrants, and any amendment thereto relating to the Public Offering as well as the documents incorporated therein by reference; Bridge Credit Agreements means, collectively, the (i) credit agreement entered into as of the date hereof among the Corporation, Bank of Montreal, as admninistrative agent, and a syndicate of Canadian Schedule I banks providing for a $800,000,000 credit facility to the Corporation, and (ii) credit agreement entered into as of the date hereof among the Corporation, Bank of Montreal, as admninistrative agent, and a syndicate of Canadian Schedule I banks providing for a 400,000,000 credit facility to the Corporation; Bought-Deal Letter means the bought-deal letter entered into as of the date hereof among the Corporation and the Co-Lead Underwriters pursuant to which the Co-Lead Underwriters have agreed to purchase the Receipts Offered to the Public from the Corporation and the Corporation has agreed to issue and sell the Receipts Offered to the Public to the Co-Lead Underwriters; Business Day means a day which is not a Saturday, a Sunday or a legal holiday in Montréal, Québec; CBCA means the Canada Business Corporations Act, as amended, including the regulations thereunder; CDPQ Bridge Credit Agreement has the meaning ascribed to that term in the recitals hereof;

6 - 4 - (r) (s) (t) (u) (v) (w) (x) (y) CDPQ Bridge Financing has the meaning ascribed to that term in the recitals hereof; CDPQ Capital Markets means CDPQ Marchés boursiers Inc., a Whollyowned Affiliate of the Investor; CDPQ Lender has the meaning ascribed to that term in the recitals hereof; CDPQ Loan Agreement means the loan agreement to be entered into as of the date hereof between Highway Holdings and CDPQ Lender pursuant to which CDPQ Lender agrees to lend to Highway Holdings and Highway Holdings agrees to borrow from CDPQ Lender the sum of $1,500,000,000; Closing Date means April 27, 2017 or any other date mutually agreed to by the Investor and the Corporation but in any event not later than May 22, 2017; Closing Time means 8:00 a.m. (Montréal time) or any other time on the Closing Date as the Investor and the Corporation may agree; Code has the meaning ascribed to that term in the recitals hereof; Co-Lead Underwriters means RBC Dominion Securities Inc., TD Securities Inc. and BMO Nesbitt Burns Inc.; (z) Commitment Fee has the meaning ascribed to that term in Article 7; (aa) (bb) (cc) (dd) (ee) (ff) (gg) Common Shares means the common shares in the capital of the Corporation; Corporation means SNC-Lavalin Group Inc., a corporation governed by the CBCA; Corporation s Auditors means Deloitte LLP, chartered professional accountants, in Montréal, Québec, the Corporation s auditors; Corporation s Legal Counsel means Norton Rose Fulbright Canada LLP; Court means the High Court of Justice in England and Wales; Court Meeting means the meeting of Atkins Shareholders to be convened pursuant to an order of the Court under the U.K. Companies Act 2006, as amended, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof; Documents means, collectively, the documents incorporated or deemed to be incorporated by reference in the Prospectus and any Supplementary Document, in each case, in the English and French languages, including the following: (i) the management proxy circular of the Corporation dated March 13, 2017 as well as the schedules thereto; (ii) the Annual Information Form;

7 - 5 - (hh) (ii) (jj) (kk) (ll) (iii) (iv) (v) the Financial Statements; the MD&A; the documents Regulation requires to be incorporated by reference in a short form prospectus, and in particular material change reports (other than confidential reports), comparative interim financial statements, comparative annual financial statements and the auditors reports thereon, management s discussion and analysis, information circulars, annual information forms and business acquisition reports filed by the Corporation with the Securities Commissions during the period of distribution of the Subscribed Receipts and the Receipts Offered to the Public; Environmental Laws means any applicable domestic or foreign, federal, provincial, state, local or municipal laws and regulations relating to the protection of human health and safety, the environment or its protection, or hazardous or toxic substances or wastes, pollutants or contaminates, including applicable laws and regulations relating to the storage, generation, use, handling, manufacture, processing, transportation, treatment, reuse, recycling, release and disposal of hazardous substances; Escrow Release Condition means the earliest to occur of (i) the Acquisition Closing in all material respects in accordance with the terms of the Scheme without amendment or waiver of any condition of the Formal Offer that, if not met, would, with the consent of the Panel, allow the Corporation to withdraw and not complete the Formal Offer, or (ii) the conditions, undertakings, and other matters to be satisfied, completed and otherwise met prior to the completion of the Acquisition in accordance with the terms of the Scheme without amendment or waiver of any condition of the Formal Offer that, if not met, would, with the consent of the Panel, allow the Corporation to withdraw and not complete the Formal Offer, having been satisfied, completed, or otherwise met in all material respects, but for the payment of the Purchase Price and such conditions that by their nature are to be satisfied at the Acquisition Closing, and the Corporation having available to it all other funds required to complete the Acquisition, provided that the Escrow Release Condition may, if the foregoing conditions are met, at the election of the Corporation, occur up to six (6) Business Days prior to the scheduled date of the Acquisition Closing; Financial Statements means the audited consolidated financial statements of the Corporation as at December 31, 2016 and for the fiscal years ended December 31, 2016 and December 31, 2015, together with the notes thereto and the Corporation s Auditors report thereon; Financing Instruments means the Syndicated Credit Facility, the CDPQ Loan Agreement, the Term Loan Agreement, the Bridge Credit Agreements and the CDPQ Bridge Credit Agreement; Formal Offer has the meaning ascribed to that term in the recitals hereof;

8 - 6 - (mm) Highway Holdings means SNC-Lavalin Highway Holdings Inc.; (nn) (oo) (pp) (qq) (rr) (ss) (tt) (uu) (vv) Highway Holdings Loan has the meaning ascribed to that term in the recitals hereof; IFRS means the International Financial Reporting Standards (IFRS), as adopted by CPA Canada; Indemnified Party has the meaning ascribed to that term in Article 12(c) hereof; Indemnifying Party has the meaning ascribed to that term in Article 12(c) hereof; Investor means, initially, the Caisse de dépôt et placement du Québec, a legal person duly constituted pursuant to the Act respecting the Caisse de dépôt et placement du Québec (Québec) and, to the extent the Investor elects to subscribe to the Subscribed Receipts indirectly through a Wholly-owned Affiliate, means such Wholly-owned Affiliate, which as at the date hereof, shall initially be CDPQ Capital Markets; Investor s Legal Counsel means Davies Ward Phillips & Vineberg LLP; Investor s Rights Agreement means the agreement to be entered into upon the fullfilment of the Escrow Release Condition between the Investor and the Corporation, in the form attached as Schedule C hereto; Lien means any mortgage, charge, pledge, hypothec, prior claim, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, or other encumbrance of any nature, including any arrangement or condition which, in substance, secures payment or performance of an obligation; Material Adverse Effect or Material Adverse Change means any fact, effect, change, event or occurrence that is or is reasonably likely to (a) be materially adverse to the results of operations, condition (financial or otherwise), profits, capital, liabilities (contingent or otherwise), obligations, cash flow, income, affairs or business operations of the Corporation and its Subsidiaries, on a consolidated basis and as a going concern, (b) be materially adverse to the completion of the transactions contemplated by this Agreement or the Subscription Receipt Agreement, or the transactions contemplated by the Acquisition, the Formal Offer or the Scheme; (ww) Material Canadian Subsidiaries means SNC-Lavalin Inc. and Highway Holdings; (xx) Material Subsidiaries means SNC-Lavalin Inc., Highway Holdings, SNC- Lavalin (GB) Limited, Kentz Pty Ltd. and UGL Kentz Joint Venture;

9 - 7 - (yy) (zz) MD&A means the management s discussion and analysis of the Corporation for the fiscal year ended December 31, 2016; Outside Date means July 31, 2017, or such later date as the Corporation and Atkins may agree for purposes of the Acquisition Closing, with the consent of the Panel and, if required, the approval of the Court, which date shall be no later than October 27, 2017; (aaa) Panel means the U.K. Panel on Takeovers and Mergers; (bbb) Permitted Liens means any Lien permitted from time to time under the Financing Instruments; (ccc) Preferred Shares means the first preferred shares and the second preferred shares in the capital of the Corporation; (ddd) Private Placement has the meaning ascribed to that term in the recitals hereof; (eee) Private Placement Agreements means this Agreement, the Subscription Receipt Agreement and the Investor s Rights Agreement; (fff) Private Placement Proceeds means the Subscription Amount, after deducting the Commitment Fee; (ggg) Prospectus means, collectively, the Base Shelf Prospectus and the Prospectus Supplement, including the documents incorporated or deemed to be incorporated therein by reference; (hhh) Prospectus Supplement means the shelf prospectus supplement of the Corporation in the English and French languages to be filed with the Securities Commissions on or before April 24, 2017 and which is incorporated or deemed to be incorporated by reference in the Base Shelf Prospectus for purposes of the distribution of the Receipts Offered to the Public, including the documents incorporated or deemed to be incorporated therein by reference; (iii) (jjj) Public Offering has the meaning ascribed to that term in the recitals hereof; Public Offering Proceeds has the meaning ascribed to that term in the recitals hereof; (kkk) Public Receipt Agreement means the agreement governing the terms and conditions of the Receipts Offered to the Public to be entered into on the Closing Date among the Corporation, the Co-Lead Underwriters and the Subscription Receipt Agent; (lll) Public Record means all information filed by or on behalf of the Corporation with any Securities Commission through SEDAR with a view to or for the purpose of complying with Applicable Securities Laws between January 1, 2016 and the Closing Time, and in particular the Documents, the Prospectus and any Supplementary Documents;

10 - 8 - (mmm) Purchase Price has the meaning ascribed to that term in the recitals hereof; (nnn) Qualifying Provinces means each province of Canada; (ooo) Québec Letter of Understanding means the letter of understanding to be entered into between the Corporation, the Investor, CDPQ Capital Markets (or any replacing Wholly-owned Affiliate) and CDPQ Lender pursuant to which the Corporation will agree with the Investor, CDPQ Capital Markets (or any replacing Wholly-owned Affiliate) and CDPQ Lender regarding a certain number of connecting factors with the Province of Québec, in the form attached as Schedule D hereof; (ppp) Receipts Offered to the Public has the meaning ascribed to that term in the recitals hereof; (qqq) Regulation means Regulation respecting Short Form Prospectus Distributions (Québec); (rrr) Regulation means Regulation respecting Resale of Securities (Québec); (sss) Regulation means Regulation respecting Prospectus Exemptions (Québec); (ttt) Regulation means Regulation respecting Continuous Disclosure Obligations (Québec); (uuu) Scheme has the meaning ascribed to that term in the recitals hereof; (vvv) Scheme Document means the document which will be sent to the holders of shares of ordinary share capital of Atkins which will contain, among other things, the terms and conditions of the Acquisition, the Scheme and the notice of the Court Meeting; (www) Securities Commissions means the securities commissions or equivalent regulatory authorities in each Qualifying Province; (xxx) SEDAR means the System for Electronic Document Analysis and Retrieval adopted by the Canadian securities authorities through Regulation respecting the System for Electronic Document Analysis and Retrieval (SEDAR) (Québec); (yyy) Subscribed Receipts has the meaning ascribed to that term in the recitals hereof; (zzz) Subscription Amount has the meaning ascribed to that term in Article 6(a) hereof;

11 - 9 - (aaaa) Subscription Receipt Agent means the agent in charge of the Subscription Receipts designated by the Corporation, the Co-Lead Underwriters and the Investor; (bbbb) Subscription Receipt Agreement means the agreement governing the terms and conditions of the Subscribed Receipts to be entered into on the Closing Date by the Corporation, the Investor and the Subscription Receipt Agent, in the form attached as Schedule A hereto; (cccc) Subscription Receipts means, collectively, the Subscribed Receipts and the Receipts Offered to the Public; (dddd) Subsidiary has the meaning ascribed to that term in Regulation ; (eeee) Supplementary Documents means, collectively, any amendment to the Base Shelf Prospectus or the Prospectus Supplement, any amended or supplemented Base Shelf Prospectus or Prospectus Supplement, in each case, in the English and French languages; (ffff) Syndicated Credit Facility means the credit agreement dated as of August 5, 2016, as amended, between the Corporation and a syndicate of Canadian Schedule I banks; (gggg) Takeover Document means, if the Acquisition is made through a Takeover Offer rather than the Scheme, the document which will be sent by the Corporation to the Atkins Shareholders which contains, among other things, the terms and conditions of the Acquisition; (hhhh) Takeover Offer means a takeover pursuant to Part 974 of the U.K. Companies Act 2006, as amended; (iiii) (jjjj) Term Loan Agreement means the term loan agreement to be entered into on the date hereof among the Corporation, Bank of Montreal, as administrative agent, and a syndicate of Canadian Schedule I banks providing for a 300,000,000 staggered maturities term loan to the Corporation; Termination Date means the date on which a Termination Event occurs; (kkkk) Termination Event means (i) the notices to be provided to the Subscription Receipt Agent, by the Corporation, certifying that the Escrow Release Condition has been satisfied and that the Acquisition Closing has occurred, respectively, are not delivered on or prior to 11:59 p.m. (London U.K. time) on the Outside Date; (ii) the resolutions to approve the Scheme are not passed by a majority in number of the Atkins Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing not less than 75% in value of each class of the shares of ordinary share capital of Atkins held by those Atkins Shareholders; (iii) the resolutions necessary to approve and implement the Scheme are not duly passed by the requisite majority at a general meeting of the Atkins Shareholders to be held for such purpose (which will require the approval

12 of Atkins Shareholders representing at least 75% of the votes cast at such general meeting); (iv) the Scheme is not sanctioned at the hearing of the Court held for the sanction thereof; (v) the Corporation advises the Co-Lead Underwriters, the Investor and the Subscription Receipt Agent or announces to the public that it does not intend to proceed with the Acquisition in such circumstances that may be permitted by the Panel; (vi) the Scheme lapses or is withdrawn and the Corporation does not make a Takeover Offer; (vii) in the case of a Takeover Offer, such Takeover Offer lapses or is withdrawn in such circumstances as may be permitted by the Panel; or (viii) the occurrence of the Termination Event (as such term is defined in the Underwriting Agreement); (llll) Transactions Documents means the Private Placement Agreements, the Bought-Deal Letter, the Underwriting Agreement, the Public Receipt Agreement, the CDPQ Loan Agreement, the Term Loan Agreement, the CDPQ Bridge Credit Agreement, the Bridge Credit Agreements, the Formal Offer and the Scheme Document; (mmmm) TSX means the Toronto Stock Exchange; (nnnn) Underlying Shares means the Common Shares which may be issued pursuant to the Subscribed Receipts in accordance with the Subscription Receipt Agreement; (oooo) Underwriting Agreement means the underwriting agreement to be entered into on or before April 24, 2017 between the Corporation and the syndicate of underwriters led by the Co-Lead Underwriters in connection with the Public Offering, substantially in the form attached as Schedule B hereto; and (pppp) U.S. Securities Act means the United States Securities Act of 1933, as amended. Where a representation or warranty appearing in this Agreement expressly includes a qualification relating to knowledge by the Corporation, such knowledge shall be deemed to be the actual knowledge of the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, the Executive Vice President and General Counsel and the Senior Vice President and Treasurer after making reasonable inquiries with the members of the executive committee of the Corporation. The expressions misrepresentation, material change and material fact have the meanings ascribed to them in the Applicable Securities Laws; the term distribution has the meaning ascribed to it in the Applicable Securities Laws and includes a private placement, offering or public offering, as the case may be, and the verb distribute has a corresponding meaning. When the terms include, including or and in particular, as well as derivatives thereof, are used in this Agreement, they shall not be deemed to be restrictive and shall be deemed to be followed by the words without limitation.

13 Article 2 Interpretation Unless indicated otherwise or unless the context requires another interpretation: (a) (b) (c) (d) (e) Article 3 the headings set forth herein are for ease of reference only and shall not be used to interpret, define or limit the scope or meaning of this Agreement or any term thereof; the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa; if an action is to be taken hereunder on or prior to a certain day which is not a Business Day, such action shall be taken at or prior to the time indicated on the next following Business Day; accounting terms which are not otherwise defined have the meaning ascribed to them in accordance with applicable IFRS; and a reference to a statute includes all regulations adopted thereunder, all amendments to such statute or regulation in force from time to time, as well as any law or regulation which supplements or replaces it. Recitals and Schedules The recitals and the following schedules form an integral part of this Agreement: (a) Schedule A Subscription Receipt Agreement; (b) Schedule B Underwriting Agreement; (c) Schedule C Investor s Rights Agreement; and (d) Schedule D Québec Letter of Understanding. Article 4 Currency Unless indicated otherwise, any monetary sum referred to herein shall be denominated in the lawful money of Canada. Article 5 Time of the Essence Time shall be of the essence with respect to this Agreement. Article 6 (a) Subscription Subject to the terms and conditions hereof, the Investor agrees to, directly or indirectly through a Wholly-owned Affiliate, subscribe from the Corporation for all and not less than all of the Subscribed Receipts and the Corporation agrees to issue and sell to the Investor all and not less than all of the Subscribed Receipts at a price of $51.45 per Subscribed Receipt, for a total purchase price of $400,023,750 (the Subscription Amount ).

14 (b) Each Subscribed Receipt shall give the Investor: (A) (B) if the Acquisition Closing occurs not later than 11:59 p.m. (London U.K. time) on the Outside Date, the right to receive one Underlying Share, in accordance with the Subscription Receipt Agreement, without the payment of additional consideration or other formality, as well as a per-share payment equal to the dividends declared by the Corporation for which the record date is between the Closing Date inclusively and the date the Underlying Shares are issued, exclusively, net of any applicable withholding taxes, forthwith upon the Escrow Release Condition being satisfied; or if a Termination Event occurs, the right to be reimbursed the full purchase price of the Subscribed Receipts as well as interest earned thereon calculated as of the Closing Date up to the Termination Date, net of any applicable withholding taxes. Article 7 Commitment Fee As consideration for the subscription of the Subscribed Receipts by the Investor, the Corporation agrees to pay to the Investor upon, in connection with and subject to, the Acquisition Closing, a commitment fee corresponding to 4.0% of the Subscription Amount, namely $16,000,950 (the Commitment Fee ). Article 8 Representations and Warranties of the Corporation The Corporation hereby represents and warrants to the Investor that: (a) the Financial Statements present fairly in all material respects the financial position of the Corporation as at the dates indicated and the cash flows and results of operations of the Corporation for the periods indicated, and, except as otherwise stated in such documents and/or the Public Record, such Financial Statements have been prepared in respect of all periods, including comparative periods, in accordance with IFRS applied on a consistent basis throughout the periods indicated; (b) (c) (d) the MD&A presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the Financial Statements; the Corporation has no reason to believe that the Atkins Financial Statements do not present fairly in all material respects the information purported to be shown therein of Atkins and its Subsidiaries as at the dates thereof and for the periods then ended, in accordance with the applicable IFRS applied on a consistent basis; there is not currently and, during the last three fiscal years, has not been any reportable event (within the meaning of Regulation ) with the Corporation s Auditors with respect to audits of the Corporation or any of its Subsidiaries;

15 (e) (f) (g) (h) (i) (j) the Corporation maintains a system of internal controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management s general or specific authorization; (ii) transactions are recorded as necessary to permit the financial statements to be fairly presented in accordance with IFRS and to maintain accountability for assets; (iii) access to its assets is permitted only in accordance with management s general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to differences; (v) material information relating to the Corporation and each of the Material Subsidiaries is made known to those within the Corporation and each of the Material Subsidiaries responsible for the preparation of the financial statements during the period in which the financial statements have been prepared and that such material information is disclosed to the public within the time periods required by applicable laws; the Corporation s internal controls over financial reporting and disclosure controls and procedures are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and the Corporation is not aware of any outstanding material weakness in its internal control over financial reporting; except as disclosed in the Public Record, no material acquisition has been made by the Corporation or any of its Subsidiaries in the three most recently completed fiscal years that would be a significant acquisition for the purposes of Applicable Securities Laws, and, other than in respect of the Acquisition, neither the Corporation nor any of its Subsidiaries is party to any contract with respect to any proposed acquisition that has progressed to a state where a reasonable person would believe that the likelihood of the Corporation or any of its Subsidiaries completing the acquisition is high and that, if completed by the Corporation or any of its Subsidiaries at the date of the Prospectus, would be a significant acquisition for the purposes of Applicable Securities Laws, in respect of which in any such case historical financial statements of the target or acquired business and/or pro forma financial statements would be required to be included or incorporated by reference into the Prospectus; the Corporation has been duly incorporated or continued and is validly existing as a corporation under the federal laws of Canada with all necessary corporate power and authority to own and lease its properties and assets and to conduct its business as described in the Public Record and the Formal Offer; other than the Material Subsidiaries, the Corporation does not have any Subsidiaries whose assets or revenue equal 10% or more of the assets or revenue of the Corporation and its Subsidiaries, on a consolidated basis; each of the Material Subsidiaries and Acquireco has been duly incorporated, continued or amalgamated and each of the Material Subsidiaries and Acquireco is validly existing as a corporation under the laws of its jurisdiction of incorporation,

16 continuation or amalgamation, as the case may be, with all necessary power and authority to own and lease its properties and to conduct its business as currently conducted and described in the Public Record or in the Formal Offer; (k) (l) (m) (n) (o) (p) each of the Corporation and the Material Subsidiaries is registered to carry on business under the laws of each jurisdiction in which it carries on its business except where the failure to be so registered would not have a Material Adverse Effect; except as disclosed in the Public Record, the Corporation is the direct or indirect registered and beneficial owner of all of the issued and outstanding partnership units or interests, or shares, as applicable, of the Material Subsidiaries, free and clear of any Liens, other than (i) those disclosed in the Public Record, or (ii) Permitted Liens; subject to applicable laws, none of the Corporation or any of its Subsidiaries is currently prohibited, directly or indirectly, from paying dividends, from making distributions on its capital stock, units or other interests or securities, or from paying any interest or repaying any loans, advances or other indebtedness of the Corporation or such Subsidiary, except pursuant to any indenture, mortgage, note, contract, deed of trust, credit facility, loan agreement, lease or other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject (including without limitation the Financing Instruments); the attributes and characteristics of the Subscribed Receipts to be issued at the Closing Time, the Underlying Shares, the Receipts Offered to the Public and the Common Shares issuable pursuant to the Receipts Offered to the Public will conform in all material respects to the attributes and characteristics thereof described in the Prospectus or any Supplementary Document; no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase, subscription or issuance of any of the unissued securities of the Corporation or of any Material Subsidiary, except in each case (i) as contemplated herein (including pursuant to the Investor s Rights Agreement) or pursuant to the Public Offering, and (ii) rights granted under the Corporation s stock option plan, long-term incentive plans, employee share purchase plans or any other securitybased compensation arrangements of the Corporation; the Corporation has the corporate power and authority to enter into and/or to perform its obligations under or in connection with, the Private Placement Agreements, the Québec Letter of Understanding, the Formal Offer and the Scheme, and to execute and deliver all other necessary documents in connection with the Private Placement, and all necessary corporate actions have been taken by the Corporation to authorize the execution and delivery, as applicable, of the

17 Private Placement Agreements, the Québec Letter of Understanding, the Formal Offer and the Scheme, and/or the performance of its obligations thereunder; (q) (r) (s) (t) (u) (v) Acquireco has the corporate power and authority to enter into and/or to perform its obligations under or in connection with, the Formal Offer and the Scheme, and all necessary corporate actions have been taken by Acquireco to authorize the execution and delivery, as applicable, of the Formal Offer and the Scheme; except as shall have been made or obtained on or before the Closing Time, no consent, approval, authorization, registration or qualification of any court, governmental agency or body, regulatory authority or contractual party is required for the distribution of the Subscribed Receipts and the Underlying Shares or the consummation of the transactions contemplated herein which, for greater certainty, shall not include the consummation of the Acquisition; each of this Agreement, the Formal Offer and the Scheme are, and, when executed and delivered, the Investor s Rights Agreement, the Québec Letter of Understanding and the Subscription Receipt Agreement, will be, legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as limited by the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, and the ability to sever enforceable terms, may be limited by applicable law; each of the Formal Offer and the Scheme are legal, valid and binding obligations of Acquireco enforceable against Acquireco in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as limited by the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, and the ability to sever enforceable terms, may be limited by applicable law; the Corporation has the corporate power and authority to create, authorize, issue and sell the Subscribed Receipts and the corporate power and authority to issue the Underlying Shares, and, at the Closing Date, the Subscribed Receipts will be duly and validly authorized for issuance and allotted and, upon receipt of the purchase price therefor, will be duly and validly issued as fully paid and outstanding and, upon the exchange of the Subscribed Receipts in accordance with the terms of the Subscription Receipt Agreement, the Underlying Shares issued pursuant thereto will be duly and validly issued as fully paid and nonassessable Common Shares; the currently issued and outstanding Common Shares, are, and, upon the exchange of the Subscribed Receipts in accordance with the terms of the Subscription Receipt Agreement, the Underlying Shares will be, listed and posted for trading

18 on the TSX, subject to the satisfaction of customary listing conditions requested by the TSX; (w) (x) (y) (z) (aa) the definitive form of certificate for the Common Shares has been, and the form and the terms of the certificates representing the Subscription Receipts, if any, will have been as of the Closing Time, approved by the Board of Directors of the Corporation and comply or will comply, as the case may be, with the articles and by-laws of the Corporation and applicable requirements of the CBCA and the TSX; the Corporation and each of its Subsidiaries is current in all material respects with all filings required to be made under the laws of all jurisdictions in which it exists or carries on any material business, is conducting its business in all material respects in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and has all necessary certificates, licences, leases, permits, authorizations and other approvals necessary to permit it to conduct its business, except where the absence of such power and authority or failure to make any filing or obtain any certificate, licence, lease, permit, authorization or other approval would not reasonably be expected to result in a Material Adverse Effect, and all such certificates, licenses, leases, permits, authorizations or other approvals are in full force and effect in accordance with their terms except where the failure to so maintain such certificates, licenses, leases, permits, authorizations or other approvals would not reasonably be expected to result in a Material Adverse Effect; the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares; as at the date hereof (i) 150,420,637 Common Shares are issued and outstanding as fully paid and non-assessable Common Shares, and (ii) no Preferred Shares are issued and outstanding; the Corporation and each Material Subsidiary is not (i) in breach or violation of any of the terms or provisions of, or in default under (whether after notice or lapse of time or both) any indenture, mortgage, note, contract, deed of trust, loan agreement, lease or other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject which breach or violation or the consequences thereof would, alone or in the aggregate, be reasonably expected to result in a Material Adverse Effect, or (ii) in violation of the provisions of the articles or by-laws of the Corporation, any director or shareholder resolutions or any statute or any judgment, decree, order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would, alone or in the aggregate, be reasonably expected to result in a Material Adverse Effect; except as disclosed in the Public Record, the execution and delivery of Private Placement Agreements, the Québec Letter of Understanding, the Formal Offer

19 and the Scheme, the issue, sale and delivery of the Subscribed Receipts pursuant to this Agreement, the issue of the Underlying Shares in accordance with the terms of the Subscription Receipt Agreement, and the performance or the consummation of the transactions contemplated in the Private Placement Agreements, the Formal Offer and the Scheme do not or will not, as the case may be, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), any indenture, mortgage, note, contract, deed of trust, loan agreement, lease or other agreement (written or oral) or instrument to which the Corporation or any Material Subsidiary is a party or by which it is bound or to which any of its property or assets is subject which breach or violation or the consequences thereof would, alone or in the aggregate, be reasonably expected to result in a Material Adverse Effect, or the ability of the Corporation to perform its obligations contemplated by this Agreement, nor will such action conflict with or result in any violation of provisions of the resolutions, articles, by-laws or constating documents of the Corporation or any Material Subsidiary or any statute or any judgment, decree, order, injunction or award of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would, alone or in the aggregate, be reasonably expected to result in a Material Adverse Effect or the ability of the Corporation or Acquireco, as the case may be, to perform its obligations under the Private Placement Agreements, the Québec Letter of Understanding, the Formal Offer or the Scheme; (bb) (cc) (dd) (ee) except as disclosed in the Public Record, there are no legal or governmental claims, actions, suits, proceedings, litigation, investigations or inquiries pending or, to the knowledge of the Corporation, contemplated or threatened against or affecting the Corporation or any Subsidiary at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, foreign or domestic, which have, or are reasonably expected to have a Material Adverse Effect, or which materially affect or would reasonably be expected to materially adversely affect the distribution of the Subscribed Receipts or impede or prevent the performance by the Corporation of its obligations under this Agreement or the Subscription Receipt Agreement; except as disclosed in the Public Record, since December 31, 2016, none of the Corporation or any Subsidiary assumed or suffered any liability (absolute, accrued, contingent or otherwise), or entered into any transaction, which in any such cases is or is reasonably expected to result in a Material Adverse Effect and is not in the ordinary course of business; except as disclosed in the Public Record, since December 31, 2016, there has not been any Material Adverse Change; the Corporation is a reporting issuer or has equivalent status in each of the Qualifying Provinces within the meaning of Applicable Securities Laws;

20 (ff) (gg) (hh) (ii) (jj) (kk) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Subscription Receipts, the Common Shares, or any other securities of the Corporation has been issued or made by any Securities Commission or other applicable regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or to the knowledge of the Corporation, are contemplated or threatened by any such authority; each of the agreements to which the Corporation or any of its Subsidiaries is a party and which is material to the Corporation has been duly and validly executed and delivered by the Corporation or the applicable Subsidiary, constitutes a valid or binding obligation of the Corporation or the applicable Subsidiary enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as limited by the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, and the ability to sever enforceable terms, may be limited by applicable law, is in good standing and, except as disclosed in the Public Record, there has not been any default by the Corporation or the applicable Subsidiary nor is there any pending dispute with any party thereunder, which would reasonably be expected to result in a Material Adverse Effect; the information and statements set forth in the Public Record, as of the respective applicable dates of such information and statements, did not contain any misrepresentation, and the Corporation is in compliance in all material respects with its continuous disclosure obligations under the Applicable Securities Laws; the records and minutes of the Corporation and the Material Subsidiaries, which have been made available to the Investor and to the Investor s Legal Counsel for review in connection with their due diligence investigation, contain, in all material respects, complete and accurate minutes of all relevant meetings and resolutions duly passed or confirmed since January 1, 2012; except as disclosed in the Public Record, the Corporation and each Material Subsidiary has good and marketable title or, in the case of real property in the Province of Québec, good and valid title, to all material property and assets owned by it free and clear of all Liens, other than (i) Permitted Liens, and (ii) those that would not materially affect the value of such property and assets or materially interfere with the use made or to be made of such property and assets by them; except as disclosed in the Public Record, the Corporation and its Subsidiaries hold all of their material leased real or personal property under valid and enforceable leases with such exceptions as are not material and do not interfere with the current use thereof by them and the Corporation and its Subsidiaries have not received written notice of any material claim of any sort that has been asserted by