WSP Announces Results of Annual and Special Meeting of Shareholders

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MONTREAL, May 09, 2024 (GLOBE NEWSWIRE) — WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) held its annual and special meeting of shareholders (the “Meeting”) in a hybrid format on May 9, 2024. A total of 100,706,549 common shares (representing approximately 81% of all issued and outstanding common shares of the Corporation) were represented at the Meeting. WSP hereby announces that shareholders of the Corporation (the “Shareholders”) voted in favour of all items of business put forth at the Meeting by the Corporation. The complete voting results for each item of business at the Meeting are presented below.

ELECTION OF DIRECTORS
The Board of Directors of the Corporation had fixed at eight the number of directors to be elected at the Meeting. Following the vote at the Meeting, each of the eight nominees listed in the Corporation’s Management Information Circular dated March 25, 2024, was duly elected as a Director of WSP until the close of the next annual meeting of Shareholders of the Corporation or until their successor is appointed (the “Directors”).

Nominee Votes
For
% Votes
For
Votes
Against
% Votes
Against
Louis-Philippe Carrière 100,360,419 99.71% 296,503 0.29%
Christopher Cole 99,522,481 98.87% 1,134,440 1.13%
Alexandre L’Heureux 100,311,454 99.66% 345,468 0.34%
Birgit Nørgaard 99,785,896 99.13% 871,025 0.87%
Suzanne Rancourt 100,616,329 99.96% 40,593 0.04%
Linda Smith-Galipeau 99,124,348 98.48% 1,532,573 1.52%
Macky Tall 100,543,253 99.89% 113,669 0.11%
Claude Tessier 100,609,172 99.95% 47,750 0.05%

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APPOINTMENT OF INDEPENDENT AUDITORS

Following the vote at the Meeting, PricewaterhouseCoopers LLP, Chartered Professional Accountants, were appointed as independent auditors of WSP until the close of the next annual meeting of Shareholders, or until their successor is appointed, and the Directors were authorized to fix the remuneration of the auditors.

Votes For % Votes For Votes Withheld % Votes Withheld
99,910,659 99.21% 795,890 0.79%


NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

Shareholders were also presented with a non-binding, advisory vote on executive compensation to provide their views on WSP’s executive compensation plans and related disclosed objectives. Following the vote at the Meeting, such an advisory resolution was adopted.

Votes For % Votes For Votes Against % Votes Against
94,400,587 93.78% 6,256,335 6.22%

As mentioned in the Corporation’s Management Information Circular dated March 25, 2024, while Shareholders have provided their collective advisory vote, the Directors remain fully responsible for their compensation decisions and are not relieved of these responsibilities by a positive advisory vote by Shareholders.

APPROVAL OF AMENDMENTS TO THE ARTICLES
Shareholders were also presented with a special resolution to approve articles of amendment of the Corporation to increase the maximum number of directors of the Corporation from ten (10) to (15). Following the vote at the Meeting, such resolution was adopted. A copy of the certificate and articles of amendment were filed on SEDAR+ on May 9, 2024.

Votes For % Votes For Votes Against % Votes Against
100,071,603 99.42% 585,319 0.58%


APPROVAL OF AMENDMENTS TO THE BY-LAWS

Shareholders were also presented with a resolution ratifying and approving the amended and restated by-laws of the Corporation, the full text of which is included in Schedule A to the Corporation’s management information circular dated March 25, 2024, as further amended and communicated to Shareholders by notice filed on SEDAR+ on April 17, 2024. Following the vote at the Meeting, such resolution was adopted. A copy of the amended and restated by-laws was filed on SEDAR+ on May 9, 2024.

Votes For % Votes For Votes Against % Votes Against
100,595,310 99.94% 61,612 0.06%

The foregoing voting results will be published on the Corporation’s website (www.wsp.com) under “Investors” and filed on SEDAR+ (www.sedarplus.ca).

ABOUT WSP
As one of the largest professional services firms in the world, WSP exists to future-proof our cities and our environment. It provides strategic advisory, engineering, and design services to clients seeking sustainable solutions in the transportation, infrastructure, environment, building, energy, water, and mining sectors. Its 67,200 trusted professionals are united by the common purpose of creating positive, long-lasting impacts on the communities it serves through a culture of innovation, integrity, and inclusion. In 2023, WSP reported $14.4 B (CAD) in revenue. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: WSP).

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

Alain Michaud
Chief Financial Officer
WSP Global Inc.
[email protected]
Phone: 438-843-7317

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