Publication and Posting of Scheme Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

1 September 2022

RECOMMENDED CASH ACQUISITION

of

RPS Group plc ("RPS")by

WSP Group Holdings Limited ("WSP Holdings")a wholly-owned subsidiary of WSP Global Inc. ("WSP Global")

to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

Publication of Scheme Document

On 8 August 2022, the boards of WSP Global, WSP Holdings and RPS announced that they had reached agreement on the terms of a recommended cash offer pursuant to which WSP Holdings, or another wholly-owned subsidiary of WSP Global, will acquire the entire issued and to be issued share capital of RPS (the "Acquisition" and the "2.7 Announcement"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The board of RPS is pleased to announce that it has today published a circular in relation to the Scheme (the "Scheme Document") setting out, amongst other things, a letter from the Chairman of RPS, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by RPS Shareholders, together with Forms of Proxy for the Court Meeting and the General Meeting. RPS will also send to participants in the RPS Share Plans the Scheme Document and details of the proposals being made to such participants.

Hard copies of the Scheme Document (or, depending on RPS Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed), and Forms of Proxy for the Court Meeting and the General Meeting are being sent to RPS Shareholders.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Copies of this Announcement and the Scheme Document will be made available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on RPS' website at https://www.rpsgroup.com/offer-for-rps/ up to and including the Effective Date. The contents of RPS' website are not incorporated into, and do not form part of, this Announcement. A copy of the Scheme Document (together with a copy of any related documents that are required to be so filed) will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective, the Scheme requires, among other things, the approval of a majority in number representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), which has been convened with the permission of the Court. In addition, the Resolution must be passed by the requisite majority at the General Meeting (or any adjournment thereof). The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices convening the Court Meeting and General Meeting to be held at 10:00 a.m. and 10:15 a.m. (or, if later, as soon as the Court Meeting has been concluded or adjourned) respectively on Monday 26 September 2022 at the offices of DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HT are set out in the Scheme Document. 

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and RPS Shareholders before the Shareholder Meetings, through RPS' website at the link detailed above and by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not Scheme Shareholders intend to attend and/or vote at the Shareholder Meetings, Scheme Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) (once received) as soon as possible and, in any event, by no later than 10.00 a.m. on Thursday 22 September 2022 in the case of the Court Meeting and by 10.15 a.m. on Thursday 22 September 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day) in accordance with the instructions for so doing.

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Document and is also attached as an Appendix to this Announcement. The dates and times given are indicative only and are based on RPS', WSP Holdings' and WSP Global's current expectations and may be subject to change. If any of the dates and/or times set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.

The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting and the requisite majority of eligible RPS Shareholders at the General Meeting. The Scheme is also subject to satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including the approval of the Court. The Scheme is expected to become Effective by the end of 2022.

Recommendation

The RPS Directors, who have been so advised by Gleacher Shacklock and AEC Advisors as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the RPS Directors, Gleacher Shacklock and AEC Advisors have taken into account the commercial assessments of the RPS Directors. Gleacher Shacklock is providing independent financial advice to the RPS Directors for the purposes of Rule 3 of the Takeover Code. In addition, the RPS Directors consider the terms of the Acquisition to be in the best interests of RPS Shareholders as a whole.

Accordingly, the RPS Directors recommend unanimously that RPS Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting as those RPS Directors who hold RPS Shares have irrevocably undertaken to do (or to procure to the fullest extent that they are able to be done) in respect of their own beneficial holdings of 1,606,564 RPS Shares representing, in aggregate, approximately 0.58 per cent. of the share capital of RPS in issue on 8 August 2022 (being the latest practicable date prior to the start of the Offer Period).

RPS Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Information for RPS Shareholders

If you have any questions about this Announcement, the Scheme Document, the Court Meeting, the General Meeting, or are in any doubt as to how to submit your proxies online or how to complete the Forms of Proxy or to appoint a proxy through the CREST electronic proxy appointment service, please call Equiniti on +44 (0)345 504 9911. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.

If the Scheme is sanctioned as outlined above, the last day of dealings in, and registration of transfers of, RPS Shares on the London Stock Exchange is expected to be the Business Day immediately after the Court Hearing, following which RPS Shares will be suspended from the Official List and from the London Stock Exchange's Main Market for listed securities from 7:30 a.m. on the next Business Day thereafter. It is intended that, prior to the Effective Date, applications will be made to the London Stock Exchange for RPS Shares to cease to be admitted to trading on the Main Market and to the FCA for the listing of RPS Shares on the Official List to be cancelled, in each case to take effect on the Business Day following the Effective Date.

The statements contained in this Announcement are not to be construed as legal, business, financial or tax advice.

Enquiries:

DLA Piper UK LLP is retained as legal adviser to RPS. Linklaters LLP is retained as international legal adviser to WSP Holdings and WSP Global. Stikeman Elliott LLP is retained as Canadian legal adviser to WSP Global.

Important Notices

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and will not be responsible to anyone other than RPS for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the Acquisition or any matter referred to herein.

AEC Advisors LLC ("AEC Advisors"), which provides M&A advice under an exemption from registration issued by the United States Securities and Exchange Commission ("SEC"), is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and shall not be responsible to anyone other than RPS for providing the protections afforded to clients of AEC Advisors nor for providing advice in connection with the Acquisition or any matter referred to herein. No representation or warranty, express or implied, is made by AEC Advisors as to the contents of this Announcement.

HSBC Bank plc ("HSBC") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and is acting exclusively for WSP Global and WSP Holdings and no one else in connection with the matters referred to in this Announcement and will not regard any other person as a client in relation to the matters referred to in this Announcement and is not, and will not be, responsible to anyone other than WSP Global and WSP Holdings for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any transaction or arrangement referred to in this Announcement.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.

The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

The release, publication, or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any jurisdiction other than the United Kingdom. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Unless otherwise determined by WSP Holdings or WSP Global, or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. If the Acquisition is implemented (with the consent of the Takeover Panel and subject to and in accordance with the terms of the Co-operation Agreement) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to RPS Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

The Acquisition relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

However, if WSP Holdings were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the United States by WSP Holdings and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice and pursuant to Rule 14e-15(b) of the US Exchange Act, WSP Holdings or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of RPS outside the United States, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including United Kingdom laws and the US Exchange Act. Any such purchases by WSP Holdings or its or its nominees, or its brokers (acting as agents), will not be made at prices higher than the price of the Acquisition provided in the Scheme Document unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the Acquisition nor this Announcement have been approved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition, or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The receipt of consideration by a US holder for the transfer of its RPS Shares pursuant to the Scheme shall be a taxable transaction for United States federal income tax purposes. Each RPS Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Except where otherwise indicated, financial information relating to RPS and/or the RPS Group included in this Announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

WSP Global is organised under the laws of Canada and WSP Holdings and RPS are organised under the laws of England and Wales. Some or all of the officers and directors of WSP Holdings, WSP Global and RPS, respectively, may be residents of countries other than the United States. In addition, most of the assets of WSP Holdings, WSP Global and RPS are located outside the United States. As a result, it may be difficult for US shareholders of RPS to effect service of process within the United States upon WSP Global or WSP Holdings or RPS or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Additional information for Canadian investors

Holders of RPS Shares resident or located in Canada should note that the Acquisition relates to shares of an English company and is proposed to be implemented by means of a scheme of arrangement provided for under the laws of England and Wales (although WSP Holdings reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the Takeover Panel's consent and the terms of the Co-operation Agreement). A transaction implemented by means of a scheme of arrangement is not subject to the provisions of Canadian provincial securities laws applicable to takeover bids. Accordingly, the Acquisition is subject to applicable disclosure and other procedural requirements and practices applicable in the United Kingdom, which differ from those applicable to takeover bids under Canadian provincial securities laws. Other than with respect to financial information relating to WSP Global, the financial information included in this Announcement and the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of Canadian companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in Canada. If the Acquisition is implemented by way of a Takeover Offer, that offer will be made in compliance with (or pursuant to available exemptions from) the applicable requirements of Canadian provincial securities laws.

The receipt of cash pursuant to the Acquisition by a Canadian holder as consideration for the transfer of its RPS Shares pursuant to the Scheme may be a taxable transaction for Canadian federal income tax purposes and under applicable Canadian provincial income tax laws, as well as foreign and other tax laws. Each RPS Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.

RPS is located in a country other than Canada, and some or all of its officers and directors may be residents of a country other than Canada. It may be difficult for Canadian holders of RPS Shares to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organised under the laws of a foreign jurisdiction or resides outside Canada, even if the party has appointed an agent for service of process.

Forward-Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by RPS, WSP Global, WSP Holdings or any member of the Wider WSP Group or Wider RPS Group contains statements which are, or may be deemed to be, "forward-looking statements" under applicable securities laws. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which RPS, WSP Global, WSP Holdings, any member of the Wider WSP Group, the Wider RPS Group or the Enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this Announcement relate to future events, including RPS, WSP Global, WSP Holdings, any member of the Wider WSP Group, the Wider RPS Group or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition, certain plans and objectives of the boards of directors of RPS, WSP Global, WSP Holdings, any member of the Wider WSP Group or Wider RPS Group, expectations regarding whether the Acquisition will be completed, including whether any conditions to completion of the Acquisition will be satisfied, and the anticipated timing for Completion, the expected effects of the Acquisition on RPS, WSP Global, WSP Holdings, any member of the Wider WSP Group or Wider RPS Group; as well as the financial condition, results of operations and businesses of WSP Global, WSP Holdings, any member of the Wider WSP Group, RPS or the Wider RPS Group following the implementation of the Acquisition, and other statements other than historical facts. These include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, synergies, indebtedness, financial condition, dividend policy, losses and future prospects of RPS, WSP Global, WSP Holdings, the Wider WSP Group, the Wider RPS Group and/or the Enlarged Group; (ii) business and management strategies and the expansion and growth of RPS', WSP Global's, WSP Holdings', any member of the Wider WSP Group's, the Wider RPS Group's and/or the Enlarged Group's operations, benefits and potential synergies resulting from the Acquisition; (iii) expectations regarding the integration of the Wider RPS Group and timing thereof; (iv) expectations regarding anticipated cost savings, operating efficiencies and operational, competitive and cost synergies, and the manner of achieving such synergies; and (v) the effects of global economic conditions and governmental regulation on RPS', WSP Global's, WSP Holdings', any member of the Wider WSP Group's, the Wider RPS Group's or the Enlarged Group's businesses. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Such forward-looking statements reflect current beliefs of management of RPS, WSP Global or WSP Holdings, as applicable, and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. While RPS, WSP Global and WSP Holdings consider these factors and assumptions to be reasonable based on information available as at the date hereof, actual events or results could differ materially from the results, predictions, forecasts, conclusions or projections expressed or implied in the forward-looking statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in, and assumptions about, the global, political, economic, business, competitive, market and regulatory forces and conditions, future exchange and interest rates, changes in tax rates, future business combinations or disposals, any epidemic, pandemic or disease outbreak, the satisfaction of the conditions to completion of the Acquisition on the proposed terms and schedule, the state of the global economy and the economies of the regions in which RPS, WSP Global, WSP Holdings, the Wider WSP Group and/or the Wider RPS Group operate, the state of and access to global and local capital and credit markets, the availability of borrowings to be drawn down under, and the utilisation of, various elements and components of WSP Global's and WSP Holdings' financing plan in accordance with their respective terms; the sufficiency of WSP Global's, WSP Holdings', the Wider WSP Group's or the Wider RPS Group's liquidity and working capital requirements for the foreseeable future; the ability of the WSP Group and the Wider RPS Group to successfully integrate their respective businesses, processes, systems and operations and retain key employees, the Enlarged Group's ability to make acquisitions and its ability to integrate or manage such acquired businesses, and the anticipated impacts of the COVID-19 pandemic and the Russia-Ukraine war on RPS', WSP Global's, WSP Holdings', the Wider WSP Group's, the Wider RPS Group's or the Enlarged Group's businesses, operating results, cash flows and/or financial condition, including the effect of measures implemented as a result of the COVID-19 pandemic and the Russia-Ukraine war and, as relates to WSP Global specifically, risks, uncertainties and assumptions relating to the potential failure to realise anticipated benefits from the Acquisition, currency exchange risk and foreign currency exposure related to the purchase price of the Acquisition, the transitional services to be provided by Wood following completion of the acquisition of the E&I Business, the absence of deal protection mechanisms under the Acquisition, WSP Global's reliance upon information provided by RPS and Wood in connection with the Acquisition and the acquisition of the E&I Business and publicly available information, risks associated with historical and pro forma financial information, potential undisclosed costs or liabilities associated with the Acquisition and the acquisition of the E&I Business, WSP Global or RPS being adversely impacted during the pendency of the Acquisition, and change of control and other similar provisions and fees, the closing conditions and the successful completion of the concurrent equity financing within the anticipated timeframe; WSP Global's ability to retain and attract new business, achieve synergies and maintain market position arising from successful integration plans relating to the Acquisition and the acquisition of the E&I Business, WSP Global's ability to otherwise complete the integration of the E&I Business and RPS within anticipated time periods and at expected cost levels, WSP Global's ability to attract and retain key employees in connection with the Acquisition and the acquisition of the E&I Business, management's estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition and the acquisition of the E&I Business and resulting impact on growth and accretion in various financial metrics, the realisation of the expected strategic, financial and other benefits of the Acquisition and the acquisition of the E&I Business in the timeframe anticipated, the accuracy and completeness of public and other disclosure (including financial disclosure) by RPS and Wood, and other factors discussed or referred to in the "Risk Factors" section of WSP Global's Management's Discussion and Analysis for the year ended 31 December 2021, and WSP Global's Management's Discussion and Analysis for the second quarter and six-month period ended 2 July 2022, which are available under WSP Global's profile on SEDAR at www.sedar.com. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Accordingly, WSP Global, WSP Holdings and RPS can give no assurance that such expectations, estimations or projections will prove to be correct and such forward-looking statements should therefore be construed in the light of such factors. WSP Global, WSP Holdings and RPS caution that the foregoing list of risk factors is not exhaustive. Neither RPS nor any of WSP Global or WSP Holdings or any member of the Wider WSP Group or the Wider RPS Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement shall actually occur or that actual results will be consistent with forward-looking statements. Given these risks and uncertainties, readers should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Additionally, to the extent any forward-looking statement in this Announcement constitutes financial outlook, within the meaning of applicable Canadian securities laws, such information is intended to provide investors with information regarding WSP Global, WSP Holdings and/or RPS, including their assessment of future financial plans, and may not be appropriate for other purposes. Financial outlook (including assumptions about future events, including economic conditions and proposed courses of action, based on assessments of the relevant information currently available), as with forward-looking statements generally, is based on current estimates, expectations and assumptions and is subject to inherent risks and uncertainties and other factors.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to any member of the WSP Group or RPS Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

WSP Global, WSP Holdings and RPS expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for WSP Global, WSP Holdings or RPS, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for WSP Global, WSP Holdings or RPS, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by RPS Shareholders, persons with information rights and other relevant persons for the receipt of communications from RPS may be provided to WSP Holdings and WSP Global during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on WSP Global's and RPS' websites at https://www.wsp.com/en-GL/investors/offer-wsp-rps and https://www.rpsgroup.com/offer-for-rps/, respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

In accordance with Rule 30.3 of the Takeover Code, RPS Shareholders, persons with information rights and participants in the RPS Share Plans may request a hard copy of this Announcement (and any information incorporated in this Announcement by reference to another source), free of charge: (i) by telephoning Equiniti on +44 (0)345 504 9911; or (ii) by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones.

For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement and any such information incorporated in it by reference to another source will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

APPENDIX

The following indicative timetable sets out the expected dates for implementation of the Scheme.

(1) The dates and times given are indicative only, are based on current expectations, are subject to change (including as a result of changes to the regulatory timetable) and will depend, among other things, on the date on which: (i) the Conditions are either satisfied, or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to RPS Shareholders by announcement through a Regulatory Information Service and, if required by the Takeover Panel, notice of the change(s) will be sent to RPS Shareholders and other persons with information rights. Participants in the RPS Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the RPS Share Plans.

(2) The WHITE Form of Proxy for the Court Meeting should be received by Equiniti before 10.00 a.m. on Thursday 22 September 2022, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting, excluding any part of such 48 hour period falling on a day that is not a working day. WHITE Forms of Proxy not so received may be handed to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting before the commencement of the Court Meeting.

(3) The YELLOW Form of Proxy for the General Meeting must be lodged with Equiniti before 10.15 a.m. on Thursday 22 September 2022 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting, excluding any part of such 48 hour period falling on a day that is not a working day. The YELLOW Form of Proxy cannot be handed to the Chair of the General Meeting or the Equiniti representative at that meeting and will be invalid if submitted after these deadlines.

(4) If a Shareholder Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the day which is two Business Days before the adjourned meeting will be entitled to attend and vote.

(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(6) WSP Holdings, WSP Global and RPS may agree a later date, with the consent of the Takeover Panel and, if required, which the Court may allow.

(7) RPS expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part 3 (Conditions and Further Terms of the Acquisition and the Scheme) of the Scheme Document, the Scheme will become Effective by the end of 2022.

(8) This is the last date on which the Scheme may become Effective unless WSP Holdings and RPS, with the consent of the Takeover Panel and, if required, the approval of the Court, agree a later date.