SPH Notice – WSP Global Inc. and WSP NZ Acquisition Limited

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both Sections 277 and 278, Financial Markets Conduct Act 2013 To NZX Limited and To Opus International Consultants Limited (Opus) Relevant event being disclosed: Change in nature of relevant interest Date of relevant event: 22 December 2017 Date this disclosure made: 22 December 2017 Date last disclosure made: 8 December 2017 Substantial product holder(s) giving disclosure Full name(s): WSP Global Inc. and WSP NZ Acquisition Limited (WSP) Summary of substantial holding Class of quoted voting products: Ordinary shares in Opus International Consultants Limited (NZX Code: OIC) Summary for WSP Global Inc. and WSP For this disclosure,-- (a) total number held in class: 145,954,042 (b) total in class: 147,884,935 (c) total percentage held in class: 98.694% For last disclosure,-- (a) total number held in class: 144,220,268 (b) total in class: 147,884,935 (c) total percentage held in class: 97.522% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 1 September 2017, WSP despatched a full takeover offer under the Takeovers Code dated 30 August 2017 to purchase all of the ordinary shares (Shares) in Opus at $1.78 per Share (the Offer). On 13 September 2017, WSP agreed to vary its Offer pursuant to Rule 27 of the Takeovers Code to increase the Offer price to $1.85 per Share and to allow Opus to declare an additional cash dividend of $0.07 per Share (plus any available imputation credits) (the Additional Dividend). In accordance with clause 4.1 of the Offer Document, the consideration payable by WSP to each accepting Opus shareholder will then reduce by an amount equal to the Additional Dividend (i.e. from $1.85 to $1.78). On 27 November 2017, WSP declared the Offer unconditional. At 11:59pm on 27 November 2017, the offer period for the Offer ended, meaning the Offer was no longer capable of acceptance. On 4 December 2017, WSP sent an acquisition notice to the outstanding Opus shareholders pursuant to the Takeovers Code. As at 22 December 2017, WSP has paid the outstanding Opus shareholders who have returned the transfer instrument which accompanied the acquisition notice in respect of 1,733,774 Shares for an aggregate price of $3,086,117.72 at the varied Offer price, adjusted for the Additional Dividend, of $1.78 per Share). On 22 December 2017, WSP became aware that it had been recorded as the holder of those Shares on Opus' share register. Details after relevant event Details for WSP Global Inc. and WSP Nature of relevant interest(s): Registered holder and beneficial owner. For that relevant interest,-- (a) number held in class: 145,954,042 (b) percentage held in class: 98.694% (c) current registered holder(s): WSP (d) registered holder(s) once transfers are registered: N/A Additional information Address(es) of substantial product holder(s): WSP Global Inc: 16-1600 Rene-Levesque Blvd. West, Montreal, Quebec H3H 1P9, Canada WSP: Level 35, ANZ Centre, 23 Albert Street, Auckland, 1010, New Zealand Contact details: Steeve Robitaille (Executive Vice-President, Mergers and Acquisitions and Chief Legal Officer), Phone: 00-1-438-843-7995, Email: Steve.Robitalle@wsp.com Nature of connection between substantial product holders: WSP is an indirect wholly-owned subsidiary of WSP Global Inc. Accordingly, as related bodies corporate (as that term is defined in section 12 of the Financial Markets Conduct Act 2013), WSP Global Inc. and WSP have the same relevant interests in the Shares as each other pursuant to section 237 of the Financial Markets Conduct Act 2013. Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Not applicable. Certification I, Steeve Robitaille, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00312443 For:OIC Type:SHINTR Time:2017-12-22 12:45:35