WS Atkins : Offer by SNC-Lavalin

Recommended offer (the 'Offer') by SNC-Lavalin ('SNC-Lavalin') for WS Atkins plc ('Atkins')

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION (AS DEFINED BELOW) IN THIS SECTION OF THE WEBSITE. THIS INFORMATION IS NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY FORMALITY WHICH ATKINS REGARDS AS UNDULY ONEROUS (A 'RESTRICTED JURISDICTION').

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE 'INFORMATION') PUBLISHED BY ATKINS AND/OR SNC-LAVALIN RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE 'CODE'). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view this section of the website, please read this notice carefully. This notice applies to all persons who view the Information contained in this section of the website and, depending on where you are located, may affect your rights or responsibilities. Atkins reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this section of the website. In addition, the contents of this section of the website may be amended at any time, in whole or in part, at the sole discretion of Atkins.

To allow you to view information about the Offer, you must read this notice and then click 'I ACCEPT'. If you are unable to agree, you should click 'I DECLINE' and you will not be able to view information about the Offer.

The Information contained in this section of the website does not constitute an offer to sell or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for, any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the 'UK') who wish to view the Information contained in this section of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED IN THIS SECTION OF THE WEBSITE TO OR WITH ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED IN THIS SECTION OF THE WEBSITE TO ANY RESTRICTED JURISDICTION.

This section of the website contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this section of the website.

Forward-Looking Statements

The Information (including information incorporated by reference) and documents in this section of the website may contain statements which are, or may be deemed to be, 'forward-looking statements'.

All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of SNC-Lavalin and (as relevant) Atkins about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in the Information include statements relating to the expected effects of the Transaction, the expected timing and scope of the Transaction, and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as 'plan', 'expect', 'budget', 'target', 'aim', 'scheduled', 'estimate', 'forecast', 'intend', 'anticipate', 'assume', 'hope', 'continue' or 'believe', or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'should', 'would', 'might' or 'will' be taken, occur or be achieved. Neither SNC-Lavalin nor Atkins nor any of their respective affiliates nor any of their respective directors, officers, employees, advisers or associates, provides any representation, assurance or guarantee that expectations reflected in the forward-looking statements will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors) that are in many cases beyond the control of SNC-Lavalin and/or (as relevant) Atkins because they relate to events and depend on circumstances that may or may not occur in the future.

Each forward-looking statement speaks only as of the date of the respective document. Neither SNC-Lavalin nor Atkins nor any of their respective affiliates nor any of their respective directors, officers, employees, advisers or associates provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the Information will actually occur. All forward-looking statements contained in the Information are expressly qualified in their entirety by the cautionary statements contained or referred to in this disclaimer. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code) Atkins, SNC-Lavalin and their respective subsidiaries and subsidiary undertakings are under no obligation and undertake no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.

Responsibility

In relation to any Offer-related materials accessible in this section of the website please note any statement of responsibility contained therein.

The documents included in this section of the website issued or published by Atkins speak only at the specified date of the relevant document and Atkins has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Offer-related materials issued or published by SNC-Lavalin, or which relate to SNC-Lavalin and its subsidiaries and subsidiary undertakings, that are accessible on this website, the only responsibility accepted by Atkins and its directors is for the correctness and fairness of its reproduction.

None of the directors of Atkins, Atkins or any of their affiliated companies, has reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this section of the website.

Other

If you are in any doubt about the contents of this section of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

• I have read and understood the notice set out above and I agree to be bound by its terms.
• I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this section of the website or parts thereof illegal.
• I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this website to any other person at any time.
• I represent and warrant to Atkins that I intend to access this section of the website for information purposes only.

If you are not able to give these confirmations, you should click on 'I DECLINE' below.