›Progress and Lessons Learned on the Risk Management Journey

› Borys Yarosh Vice President, Risk Management, Global Projects Support

›November 2018

A global fully integrated professional services & project management company leader

2 1 Per S&P and DBRS.

SNC-Lavalin is a global fully integrated professional services and project management company, and a major player in the ownership of infrastructure

From offices around the world, SNC-Lavalin’s employees are proud to build what matters, providing comprehensive end-to-end project solutions to clients in six industry sectors

Founded in

1911

Employees

50,000+

Revenue

~$10B

Listed on TSX

“SNC” Since 1986

Investment Grade Credit Rating1

BBB

49%

23%

9%

19%

Operating in 4 regions across the world

3

Breadth of geographic exposure

Americas 16,000

Europe 12,000

Asia Pacific 5,000

Middle East

& Africa 18,000

2018 YTD Revenues1

$9.3B

Americas Middle East & Africa Asia Pacific Europe

1For the nine-month period ending September 30, 2018.

Canada 28% USA 17% Latin America 4%

26%

21% 32%

9%

3% 6% 1%

2%

Nuclear

EDPM

Clean Power

37%

21%

18%

8%

5% 4%

4% 3%

Nuclear

A diversified business model

4

2017 Revenues

Oil & Gas

Infrastructure

EDPM

Mining & Metallurgy

Capital

$9.3B

1

1 Includes only 6 months of Atkins revenues, as it was acquired on July 3, 2017. 2 ~35% of Nuclear revenues relate to decontamination, decommissioning and waste management projects.

74% Reimbursable &

Engineering Service Contracts

26% EPC Fixed-

price Contracts

Clean Power

Thermal Power

YTD 2018 Revenues (9 months)

Oil & Gas

Infrastructure

Mining & Metallurgy

Thermal Power Capital

$7.5B

2

Enhanced value chain

5

A comprehensive end-to-end service offering

› Arrange financing, invest equity, undertake complex financial modelling and manage our infrastructure investments for optimal returns

› Concept, feasibility and design services

› Human-centered innovative digital design tools and techniques

› End-to-end offering, from initial regulatory approvals to final build

› 20+ years of experience offering simulation consultancy and advice

Construction & Project

Management

Operations & Maintenance

Procurement Design & Engineering

Digital & AI Capital Sustaining Capital

Consulting & Advisory

› Expert consultancy covering the full lifecycle

› Plan, design and enable major capital projects

› Extensive engineering and master planning capabilities

› Digital products and tools to enhance delivery

› IoT, mobility services and strategic digital asset management solutions

› Procurement Management

› Contract Administration

› Purchasing › Expediting › Material

Management › Logistics › Quality

Surveillance › Inspection,

Material Control

› Multi-disciplinary construction and technical field services

› Construct, commission, maintain, and enhance assets

› Self-performed construction using and a qualified labour force

› Consultancy services and entire program management

› Business change programs

› Around-the-clock support for mission-critical activities

› Operate and maintain major public-private partnership (P3) projects

› In-depth review of end-to-end operations, asset portfolios and value chain

› Asset management and solutions to reduce costs and improve productivity

6

~$2.0B revenue business with

~6,000 employees Infrastructure

Ability to address full infrastructure life cycle from equity investment and arranging financing, to EPC and O&M Awarded joint venture for EPC and Rolling Stock, Systems and Operations and Maintenance contracts for the Réseau Express Métropolitain (REM) Project, Montreal Integrated infrastructure engineering solutions for more than a century and on every continent Strong track record of completing complex projects such as light rail transit projects, bridges, highways and buildings Leader in Canadian PPP projects

Rail & Transit Highways & Bridges Buildings & Facilities Environment & Geoscience Industrial Airports & Aviation Defense and Logistics Ports & Harbours Municipal infrastructure Water & Wastewater

New Champlain Bridge Corridor Canada

Eglinton Crosstown Light Rail Transit Project Canada

7

~$3.2B revenue business with

~18,000 employees

One of the world’s most respected design, engineering and project management consultancies, comprising the Atkins and Faithful+Gould businesses, bought bySNC-Lavalin in 2017

Over 75 years helping clients to plan, design and enable major capital projects and providing expert consultancy across the full project lifecycle

Value created through long term relationships as trusted advisers to major clients and governments

Now creating additional value by harnessing data and digital technology to better design, deliver and manage the built environment for a decarbonised, climate resilient future

EDPM (acquired July 3, 2017)

Burj Al Arab Project UAE

London Crossrail UK

8

Relationship-based repeat business with core blue-chip IOCs & NOCs Agility to offer services and resources specific to client needs World-class expertise at every phase of an asset life cycle Consolidation in offshore offering increases end to end services and scale A partner for clients in increasing efficiency and production from existing assets Increased contribution from lower risk, higher margin services

~$2.5B revenue business with

~20,000 employees Oil & Gas

Heavy Oil Offshore LNG Unconventional O&G Refining & Petrochemicals Gas Processing Sustaining Capital Pipelines Carbon Capture and Utilization

Cardon IV Natural Gas Production Facilities Venezuela

Gorgon LNG Project Australia

9

Positioned to lead and grow from within a transformed Nuclear business. Now one of most complete nuclear service companies in the world Providing consulting services, technology & products, project management, and site management for new generation, nuclear plant operating life, decommissioning and waste management Exclusive licensee of CANDU nuclear reactor technology with a focus on realizing its potential Participating in Canada’s two largest clean energy infrastructure projects: Bruce Power & OPG Partner in CDI, a US-based JV between SNC-Lavalin and Holtec, for the execution of nuclear reactor decommissioning work in the USA

~$1B revenue business with

~4,000 employees Nuclear

New Builds Life Extension & Upgrades Decommissioning Site M&O Waste Management Services Operations Support

Darlington Retube and Feeder Replacement Canada

Embalse NGS Argentina

10

~$500M revenue business with

~1,000 employees Clean Power

More than a century of experience with 413,000 MW, 2,500 substations, 114,000 km transmission and distribution (T&D) lines. Enough capacity to power 35 cities the size of New York and enough T&D lines to circle the globe almost 3 times. End-to-end life-cycle capabilities in power generation and transmission, including renewable projects World leader in hydropower projects and owners of the first PPP hydroelectric power project in Canada Unique digital utility transformation offering including in-house intelligent networks and substations capabilities and cybersecurity Partner in Linxon, a JV between SNC-Lavalin and ABB, for the execution of turnkey electrical AC substation projects

Hydropower Transmission and Distribution Renewables Energy Storage Digital Grid Solutions Intelligent Networks and Cybersecurity Digital Utility Transformation

John Hart Project Canada

Stockyard Hill Wind Farm Australia

11

~$500M revenue business with

~1,300 employees Mining & Metallurgy

Five decades of combining global-caliber expertise with deep local capabilities to provide tailored solutions for projects of any size, scope or complexity

Proven ability of reducing clients’ capital and operating costs, improving mine and processing plant efficiency, and providing project and quality assurance

One-stop-shop capabilities, deep know-how, and flexible execution models for clients around the world

Track record of safely and successfully delivering studies, sustaining capital services and major projects in 35 countries

Aluminium Gold Copper Iron Ore Nickel Fertilizers Sulphur Products

Ambatovy Nickel Project Madagascar

EMAL Project UAE

12

Portfolio of value creating

assets Capital

SNC-Lavalin’s investment and asset management arm Portfolio of 15 investments in 5 countries, including: - highways, bridges and rail/LRT - power plants / generating stations - health centres New infrastructure vehicle created in 2017 - transfer of majority value of certain mature assets into fund - SNC-Lavalin retains long-term management of assets - SNC-Lavalin acts as General Partner and Manager of partnership Our star investment = 407 ETR, a fully automated toll highway which travels 67 miles across the Greater Toronto Area

Highway 407 Canada

McGill University Health Centre (MUHC) Canada

Redefining SNC-Lavalin

13

2012 - Crisis › SNC-Lavalin turns

documents to authorities › Investigations › Lawsuits › Allegations

2013 - New Beginning › Change senior leadership

& culture › Develop new strategy with

focus on growth opportunity in Resources

2014 – Expand Resources Capabilities › Kentz acquisition › Expand O&G capabilities › Grow O&G revenues from $500M (2013) to $4B (2015) › Position SNC-Lavalin as a top 10

O&G player

2015 - Step Change and Operational Excellence › Adjust cost structure to the

resources market slowdown › Target $200M in G&A savings

& Deliver

2016-2018 - Focus › Atkins acquisition to expand

Services offering, regional breadth and Infrastructure and Nuclear expertise

› Deliver on operational excellence › Deliver a client-centric organization › Deliver a performance-driven culture

2020 - Vision › Reposition SNC-Lavalin on a path

of strong profitable growth › Balance portfolio across sectors

geography risk profile

Incr

ease

d fo

cus

on

Eth

ics

& C

ompl

ianc

e

Crisis

14

Crisis

ECRI Sponsors Meeting, June 2014

15

Excerpt from SNC-Lavalin’s CEO, Bob Card’s Presentation to ECRI

ECRI Sponsors Meeting, June 2014 – Bob Card

16

Excerpt from SNC-Lavalin’s CEO, Bob Card’s Presentation to ECRI

17

Journey to Ethics Excellence

Redefining SNC-Lavalin

18

2013 – New Beginning › Change senior leadership & culture › 90-Day amnesty program › Global compliance organization › Anti-corruption manual › Business partner policy + due

diligence

2014 – Expansion of capabilities › Kentz acquisition › Political contribution policy › Gift & hospitality › Facilitation payments › Global E&C risk assessment

2016-2017 – Focus and solidification › Atkins acquisition › Redesign of governance framework › Deviation + Levels of authority policies › Project and investment approval procedure › CCO monthly blog › Conflict of interest procedure

2018 – Moving forward › New Integrity App › New Compliance procedure › Values (Integrity) › E&C to Integrity

2012 – Crisis › Documents to authorities › Investigations › Lawsuits › Allegations

2015 - Operational excellence › Antitrust policy › Duty to report › Hiring of government officials

procedure › United Nations Global Compact

Redefining SNC-Lavalin – What we’ve done

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100 New Management

% 100 New Board

As of December 2017

% NEW

COMPANY Culture

Business Mix

Repositioning the company by divesting non-core businesses

Balancing the sector portfolio and derisking the business model

Creating of a global organization

Integral to our activities

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› Tone from the top › Due diligence of third parties › Governance framework › Compliance risk assessment › Training and communication

› Control measures › Compliance review › Reporting line › Global investigations team

› Disciplinary sanctions › Unbiased consequences › Remediation of systematic deficiencies › Prevention of recurrence › Compensation

Putting the past behind us

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2015 2016 2017 2018

Agreements Public Works and Government Services

Canada – Integrity Regime

Quebec’s Voluntary Reimbursement

Program

Settlement

Administrative Agreement

Commissioner of Canada Elections

Ordre des ingénieurs du Québec Settlement

Shareholders class action lawsuit

2014

Authorization

Autorité des marchés financiers (AMF)

Redefining SNC-Lavalin – What we’ve found

22

Change Footer here: Insert > Header and Footer (delete if none)

Our key stakeholders believe this is limited and “fixable”: We have their trust and respect that we’re on the right track. We have been able to retain & build financial strength

despite these issues Secured major government contracts Costs and management distraction have been significant through 2013 to 2016

23

Journey to Risk Management Excellence

24

Governance (reviews)

Methodology (business processes,

P&P)

Systems Implementation

(supported by IT)

Operational Excellence (GPS functions)

Functional Leadership and

Support

Risk Management

Project reviews Project risk management excellence Risk monitoring and Board reporting Enterprise risk management

Processes and procedures Risk management toolkit

Training Knowledge sharing Functional capability

Project approval systems Risk management / simulation software Systems integration

Global Projects Support - Risk Management

Risk ID, Assess, Prioritization Risk Management

Board

ExCom Meeting

Integrated Workshops

Global Functions

+ Business Lines

Top Risk Theme Owners

Top Risk Theme Owners

Mitigation Strategies Design, Implementation

and Reporting

Actions

Bot

tom

-up

Top-

Dow

n

Tone from the Top

Accountability

Monitoring and Review

Follow-up

Enterprise Risk Management

25

Strategic/ BD Financial Operational Compliance Hazards Projects

Risk Universe

Risk Checklist

26

Structured Approach to Early Risk Assessment and Review

1. STRATEGIC PLANNING & POSITIONING 2. OPPORTUNITY ASSESSMENT 3. CAPTURE 4. PROPOSAL PLANNING 5. PROPOSAL PREPARATION 6. OPPORTUNITY CLOSING PROCESS PHASES

& DURATION

1. INTEREST 2. PURSUIT 3. PRELIMINARY BID/NO BID 4. BID/NO BID 5. SUBMIT PROPOSAL

Go/No-Go* Bid/No-Bid

Risk Checklist (validate)

Advance Executive Review

ReviewsApApproval

Project Reviews &

Country Position Country Position

(validate)

27

Number of projects reviewed and approved by CEO has more than quintupled since introduction of new Levels of Authority (LoA) in 2016

41 30 15 5 11

200

414 12

18

2013 2014 2015 2016 2017BIACs (Corporate) BIACs (Group+) Escalated Level 4 Approval Formal Level 4 Approval

# CEO / CFO Project Approvals, by Year

Setting Expectations

Knowledge Networks

28

Risk Management Journey – Key Accomplishments

› Effective governance of bidding activity and approvals

› Gaps in risk management framework addressed

› Early engagement of executive management on select bids

› Adoption of recognized industry standard methodology

› Tool-agnostic methodology and process

› Quarterly reporting to Board on mitigation actions and status

› Independent start-up reviews on major projects

› Progress towards risk management culture and active COP

› Processes and systems aligned with business models

› Consistent and unwavering tone from the top

29

Risk Management Journey – Lessons Learned

›1. Establish clear position. Set expectations early.

› Levels of authority

› Contracting principles (accepted position and controls)

› Country positions (security, corruption, specific risks and considerations)

› Rules of engagement and organization’s risk tolerance understood by all stakeholders in the process

› Playbook is followed, resulting in improved efficiency and focus

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Risk Management Journey – Lessons Learned ›2. Building risk management capacity – much more than it appears ›a).Talent recruitment and development

› Visibility of job function › Recruitment - career path vs. career development / rotation › Commitment to develop and retain › Required skillset

›b). Risk management function › Knowledge building – commitment to collaborate, sharing of lessons learned and toolkit › Building a cohesive community of peers and SMEs

›c). Value proposition › Perception of project management and team › Ability of risk manager to sell, and create value

31

Risk Management Journey – Lessons Learned

›3. Structured Approach to Early Risk Assessment and Ongoing Dialogue

› Iterative process, requiring continuous discussion and feedback

› Few major gates are counterproductive to the target outcome

› Maintain ongoing discussion around risk

› Integration into existing workflows and processes is key

› Risk as a language, risk management as a value

32

Risk Management Journey – Lessons Learned

›4. Keep it simple

›Focus on your top risks, manage them exceptionally well (Pareto)

›Overprescribing may be counterproductive to ownership and effective solutions

›Keep the balance right. Process should be commensurate with business model, project complexity and exposure level.

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To be continued..

Our values are the essence of our company’s identity. They represent how we act, speak and behave together, and how we engage with our clients and stakeholders.

35

We do the right thing, no matter what, and are accountable for our actions.

We put safety at the heart of everything we do, to safeguard people, assets and the environment.

We redefine engineering by thinking boldly, proudly and differently.

We work together and embrace each other’s unique contribution to deliver amazing results for all.

Our values