Statement regarding irrevocable undertakings

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

FOR IMMEDIATE RELEASE

24 August 2022

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

Statement regarding irrevocable undertakings in respect of the recommended cash offer for RPS Group plc ("RPS")

On 8 August 2022, WSP Global, WSP Holdings and the board of RPS announced that they have reached agreement on the terms of a recommended cash acquisition 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 "Offer Announcement").

On 8 August 2022, WSP Global and WSP Holdings received irrevocable undertakings from the RPS Directors, as listed in Part A, and the persons listed in Part B, of Appendix I of this announcement in respect of 49,947,412 RPS Shares (together the "Original Irrevocable Undertakings") representing, in aggregate, approximately 18.00 per cent. of RPS' share capital in issue on 23 August 2022 (being the latest practicable date prior to this announcement).

The Original Irrevocable Undertakings given by the RPS Directors and Rokahesu Pty Ltd (as the trustee of The Douglas Family Trust of which John Douglas is a beneficiary) only related to the Scheme and did not contain an undertaking to accept or procure the acceptance of a Takeover Offer (as RPS was in a closed period under Article 19(11) of the Market Abuse Regulation).

Following the announcement on 9 August 2022 by RPS of its interim results for the six months ended 30 June 2022 and in accordance with their intentions expressed in the Offer Announcement, the RPS Directors and Rokahesu Pty Ltd (as the trustee of The Douglas Family Trust of which John Douglas is a beneficiary) have today executed supplementary irrevocable undertakings (the "Supplementary Irrevocable Undertakings").

In the Supplementary Irrevocable Undertakings, the RPS Directors have irrevocably undertaken to accept or procure (to the fullest extent the RPS Directors are able) the acceptance of a Takeover Offer in respect of their own beneficial holdings of RPS Shares in the event that WSP Holdings exercises its right to implement the Acquisition by way of a Takeover Offer. The Supplementary Irrevocable Undertakings are otherwise on substantially the same terms as the Original Irrevocable Undertakings provided by the RPS Directors.

The Supplementary Irrevocable Undertaking in respect of 941,761 RPS Shares provided by Rokahesu Pty Ltd (as the trustee of The Douglas Family Trust of which John Douglas is a beneficiary) is on substantially the same terms as the Supplementary Irrevocable Undertakings provided by the RPS Directors. These 941,761 RPS Shares are included within the 2,315,968 RPS Shares attributed to John Douglas in the table in Part A of Appendix I to this announcement.

Further details of the Original Irrevocable Undertakings and the Supplementary Irrevocable Undertakings are set out in Appendix I to this announcement.

A copy of this announcement and the Supplementary Irrevocable Undertakings 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 25 August 2022. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

Unless otherwise stated, defined terms used in this announcement have the same meaning as set out in the Offer Announcement.

Enquiries:

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. DLA Piper UK LLP is retained as legal adviser to RPS.

Important Notices

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 (whether or not a recipient of this announcement) 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.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the UK by the Financial Conduct Authority, 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 Gleacher Shacklock nor for providing advice in connection with the Acquisition or any matter referred to herein.

AEC Advisors LLC ("AEC"), which provides M&A advice under an exemption from registration issued by the United States Securities and Exchange Commission, 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 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 as to the contents of 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 (or forms of acceptance), 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.

This announcement has been prepared for the purpose of complying with English and Welsh law and the Code 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.

In accordance with normal UK practice, WSP Holdings and/or WSP Global or their respective nominees, or their respective brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase RPS Shares, other than pursuant to the Acquisition, until the date of the Scheme (or the Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service.

RPS and WSP Holdings will prepare the Scheme Document to be distributed to RPS Shareholders. RPS and WSP Holdings and WSP Global urge RPS Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement is not an advertisement and does not constitute a prospectus or prospectus exempted document.

Overseas Shareholders

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.

Unless otherwise determined by WSP Holdings or required by the 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. 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.

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.

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

Additional information for US investors

The Acquisition relates to shares of a UK 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.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disproved 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 US.

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 US, 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. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

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.

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 a UK 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 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 take-over 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 take-over 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 (when issued) has been or will have 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 WSP Global, WSP Holdings, any member of the Wider WSP Group or Wider RPS Group or the 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; (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 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 document 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 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 share for WSP Global, WSP Holdings or RPS, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 shall 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 Panel's website at http://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 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, participants in the RPS Share Plans and other relevant persons for the receipt of communications from RPS may be provided to WSP Holdings during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

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 25 August 2022. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

RPS Shareholders, persons with information rights and participants in the RPS Share Plans may request a hard copy of this announcement by: (i) contacting Equiniti during business hours on 0371 384 2083 if calling from the United Kingdom, or +44 121 415 7047 if calling from outside the United Kingdom (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)); or (ii) submitting a request in writing to Equiniti at Equiniti Group PLC, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. A person so entitled may also request that all future documents, announcements and information in relation to the Acquisition be sent to them 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.

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX IIRREVOCABLE UNDERTAKINGS

Part A: RPS Directors' Irrevocable Undertakings

The following RPS Directors have given irrevocable undertakings to vote or, where applicable, procure (to the fullest extent the RPS Directors are able) that the registered holder votes, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting and, if WSP Holdings exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure (to the fullest extent the RPS Directors are able) acceptance of such offer:

These irrevocable undertakings also extend to any shares acquired by such RPS Directors as a result of the vesting of awards or the exercise of options under the RPS Share Plans.

The obligations of the RPS Directors under the irrevocable undertakings shall remain binding in the event a higher competing offer is made for RPS, but shall lapse and cease to have effect on and from the following occurrences:

· WSP Holdings announces, with the consent of the Panel, and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme is announced by WSP Holdings in accordance with Rule 2.7 of the Code;

· the Scheme is withdrawn or lapses in accordance with its terms, provided that this will not apply where: (i) the Scheme is withdrawn or lapses as a result of WSP Holdings exercising its right to implement the Acquisition by way of a Takeover Offer rather than by way of Scheme; or (ii) if the lapse or withdrawal either is not confirmed by WSP Holdings or is followed within five business days by an announcement under Rule 2.7 of the Code by WSP Holdings (or a person acting in concert with it) to implement the Acquisition either by a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Companies Act 2006 or a Takeover Offer; or

· any competing offer for the issued and to be issued ordinary share capital of RPS is made which becomes or is declared unconditional (if implemented by way of Takeover Offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement).

WSP Global and WSP Holdings have also received an irrevocable undertaking in respect of 941,761 RPS Shares from Rokahesu Pty Ltd as the trustee of The Douglas Family Trust (of which John Douglas is a beneficiary) on substantially the same terms as the irrevocable undertakings provided by the RPS Directors. These 941,761 RPS Shares are included within the 2,315,968 RPS Shares attributed to John Douglas in the table above.

Part B: Non-director RPS Shareholder irrevocable undertakings

The following holders or controllers of RPS Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting and, if WSP Holdings exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure acceptance of such offer:

The obligations of Aberforth and The Wellcome Trust under the irrevocable undertakings are conditional on, amongst others, WSP Holdings not having announced, with the consent of the Panel, and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme (or Takeover Offer, as applicable) is announced by WSP Holdings in accordance with Rule 2.7 of the Code.

The obligations of Aberforth and The Wellcome Trust under the irrevocable undertakings shall lapse and cease to have effect on and from the following occurrences:

· the Scheme (or Takeover Offer, as applicable) does not become effective, is withdrawn or lapses in accordance with its terms, provided that this will not apply where the Acquisition is withdrawn or lapses solely as a result of WSP Holdings exercising its right to implement the Acquisition by way of a Takeover Offer rather than by way of Scheme; or

· in the opinion of Aberforth or The Welcome Trust (as the case may be) an offer (whether by means of a Takeover Offer or by way of scheme of arrangement) for the RPS Shares, the value of the consideration per RPS Share available under which at the time it is made exceeds the value of the consideration per RPS Share available under the Acquisition by at least 7.5 per cent, is announced and at any time following such announcement Aberforth or The Welcome Trust (as the case may be) notifies WSP Holdings of such opinion or otherwise makes an announcement or notification that it no longer intends to vote in favour of the Scheme.

The irrevocable undertakings given by Aberforth and The Wellcome Trust prevent such RPS Shareholders from disposing of, charging, pledging or otherwise encumbering or granting any option or other right over all or any part of their RPS Shares, or any interest in them (whether conditionally or unconditionally), apart from the irrevocable undertaking given by Aberforth entitles it to sell, or to instruct the sale of, some or all of the RPS Shares managed by it if, following any termination or amendment of Aberforth's authority from the relevant beneficial owners of the RPS Shares, Aberforth (in its sole discretion) considers that such sale is necessary or in the best interests of the beneficial owner(s) of the relevant RPS Shares or if Aberforth is otherwise required or instructed to do so by such owner(s), and Aberforth's irrevocable undertaking will not apply to any RPS Shares which are so sold. The irrevocable undertaking given by Aberforth will also not apply to RPS Shares to the extent that they are the subject of a distribution to a client by way of a redemption in specie.

The irrevocable undertaking given by Aberforth is subject to any termination or amendment of its authority from the relevant beneficial owners of the RPS Shares.

The irrevocable undertakings given by Aberforth and The Wellcome Trust prevent such RPS Shareholders from acquiring further RPS Shares or other securities of RPS or any interest (as defined in the Code) in any shares or securities unless the Panel first determines that such RPS Shareholders are not acting in concert with WSP Holdings.