Stantec Inc · 40FR12B · On 8/3/05 · EX-99.55

Filed On 8/3/05 4:35pm ET   ·   SEC File 1-32562   ·   Accession Number 909567-5-1221

Annual Report of a Foreign Private Issuer -- '34 S.12(b) Reg.   ·   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12B     Annual Report of a Foreign Private Issuer -- '34       7     59K 
                          S.12(b) Reg.                                           
 2: EX-23.1     Consent of Experts or Counsel                          1     18K 
 3: EX-23.2     Consent of Experts or Counsel                          1     19K 
 4: EX-99.1     Miscellaneous Exhibit                                  2±    23K 
 5: EX-99.2     Miscellaneous Exhibit                                  3     28K 
 6: EX-99.3     Miscellaneous Exhibit                                  1     20K 
 7: EX-99.4     Miscellaneous Exhibit                                 34    198K 
 8: EX-99.5     Miscellaneous Exhibit                                  2±    23K 
 9: EX-99.6     Miscellaneous Exhibit                                  2±    22K 
10: EX-99.7     Miscellaneous Exhibit                                 74    303K 
11: EX-99.8     Miscellaneous Exhibit                                  2±    20K 
12: EX-99.9     Miscellaneous Exhibit                                 20    128K 
13: EX-99.10    Miscellaneous Exhibit                                  2     25K 
14: EX-99.11    Miscellaneous Exhibit                                  2     22K 
15: EX-99.12    Miscellaneous Exhibit                                  1     20K 
16: EX-99.13    Miscellaneous Exhibit                                 29    116K 
17: EX-99.14    Miscellaneous Exhibit                                 22    128K 
18: EX-99.15    Miscellaneous Exhibit                                  1     19K 
19: EX-99.16    Miscellaneous Exhibit                                  2     23K 
20: EX-99.17    Miscellaneous Exhibit                                  1     19K 
21: EX-99.18    Miscellaneous Exhibit                                  3     29K 
22: EX-99.19    Miscellaneous Exhibit                                 20    117K 
23: EX-99.20    Miscellaneous Exhibit                                  3     29K 
24: EX-99.21    Miscellaneous Exhibit                                  2±    21K 
25: EX-99.22    Miscellaneous Exhibit                                 10     70K 
26: EX-99.23    Miscellaneous Exhibit                                  1     19K 
27: EX-99.24    Miscellaneous Exhibit                                  1     19K 
28: EX-99.25    Miscellaneous Exhibit                                  1     19K 
29: EX-99.26    Miscellaneous Exhibit                                 15     80K 
30: EX-99.27    Miscellaneous Exhibit                                  3     30K 
31: EX-99.28    Miscellaneous Exhibit                                  2±    24K 
32: EX-99.29    Miscellaneous Exhibit                                  1     19K 
33: EX-99.30    Miscellaneous Exhibit                                  2     25K 
34: EX-99.31    Miscellaneous Exhibit                                  5     39K 
35: EX-99.32    Miscellaneous Exhibit                                 11     86K 
36: EX-99.33    Miscellaneous Exhibit                                  1     19K 
37: EX-99.34    Miscellaneous Exhibit                                  1     19K 
38: EX-99.35    Miscellaneous Exhibit                                 17     92K 
39: EX-99.36    Miscellaneous Exhibit                                  4     37K 
40: EX-99.37    Miscellaneous Exhibit                                  2±    23K 
41: EX-99.38    Miscellaneous Exhibit                                  2±    22K 
42: EX-99.39    Miscellaneous Exhibit                                 12     88K 
43: EX-99.40    Miscellaneous Exhibit                                  1     19K 
44: EX-99.41    Miscellaneous Exhibit                                  1     19K 
45: EX-99.42    Miscellaneous Exhibit                                 16     92K 
46: EX-99.43    Miscellaneous Exhibit                                  5     41K 
47: EX-99.44    Miscellaneous Exhibit                                 33    204K 
48: EX-99.45    Miscellaneous Exhibit                                  2±    20K 
49: EX-99.46    Miscellaneous Exhibit                                  1     19K 
50: EX-99.47    Miscellaneous Exhibit                                  1     19K 
51: EX-99.48    Miscellaneous Exhibit                                 32    143K 
52: EX-99.50    Miscellaneous Exhibit                                  2±    22K 
53: EX-99.51    Miscellaneous Exhibit                                 35    126K 
54: EX-99.52    Miscellaneous Exhibit                                  2±    20K 
55: EX-99.53    Miscellaneous Exhibit                                  2     24K 
56: EX-99.54    Miscellaneous Exhibit                                 25     99K 
57: EX-99.55    Miscellaneous Exhibit                                 39    178K 
58: EX-99.56    Miscellaneous Exhibit                                  2±    21K 
59: EX-99.57    Miscellaneous Exhibit                                  2     25K 
60: EX-99.58    Miscellaneous Exhibit                                  4     32K 
61: EX-99.59    Miscellaneous Exhibit                                  9     48K 
62: EX-99.60    Miscellaneous Exhibit                                  1     20K 
63: EX-99.61    Miscellaneous Exhibit                                  1     21K 
64: EX-99.62    Miscellaneous Exhibit                                  2     24K 
65: EX-99.66    Miscellaneous Exhibit                                  1     18K 
66: EX-99.70    Miscellaneous Exhibit                                  1     19K 
67: EX-99.71    Miscellaneous Exhibit                                  3     25K 
68: EX-99.75    Miscellaneous Exhibit                                  3     25K 
69: EX-99.76    Miscellaneous Exhibit                                  1     19K 
70: EX-99.79    Miscellaneous Exhibit                                  1     19K 
71: EX-99.80    Miscellaneous Exhibit                                  1     19K 
72: EX-99.82    Miscellaneous Exhibit                                  6     47K 
73: EX-99.84    Miscellaneous Exhibit                                  3     30K 
74: EX-99.91    Miscellaneous Exhibit                                  3     31K 
75: EX-99.92    Miscellaneous Exhibit                                  1     20K 
76: EX-99.93    Miscellaneous Exhibit                                  2±    21K 
77: EX-99.94    Miscellaneous Exhibit                                 32    145K 
78: EX-99.95    Miscellaneous Exhibit                                  1     22K 
79: EX-99.96    Miscellaneous Exhibit                                  2     26K 
80: EX-99.97    Miscellaneous Exhibit                                  2     25K 
81: EX-99.98    Miscellaneous Exhibit                                  1     20K 
82: EX-99.99    Miscellaneous Exhibit                                  1     20K 
83: EX-99.102   Miscellaneous Exhibit                                  2±    23K 
84: EX-99.103   Miscellaneous Exhibit                                 11     55K 

EX-99.55   ·   Miscellaneous Exhibit
Exhibit Table of Contents

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 ANNUAL AND SPECIAL MEETING MAY 10, 2005

STANTEC 

TSX:STN 

NOTICE OF ANNUAL AND SPECIAL MEETING
 OF SHAREHOLDERS
 &
MANAGEMENT INFORMATION
CIRCULAR

[LOGO STANTEC]

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TABLE OF CONTENTS                                                               

                                                                · Download Table
                                                                          
INVITATION TO SHAREHOLDERS                                              4 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF STANTEC                     5 

MANAGEMENT INFORMATION CIRCULAR                                           

Solicitation of Proxies                                                 6 

Registered Shareholders                                                 6 

Registered Shareholders - Appointment and Revocation of Proxies         6 

Non-Registered (Beneficial) Shareholders                                7 

Voting of Shares Represented by Management Proxies                      7 

PARTICULARS OF MATERS TO BE ACTED ON AT THE MEETING                     8 

     Election of Directors                                              8 

     Appointment of Auditor                                             8 

     Amendment of the Employee Share Option Plan                        8 

     Amendment of Stantec's By-Laws                                    11 

     Amendment of Stantec's Articles                                   11 

     Other Business                                                    12 

INFORMATION REGARDING STANTEC                                          13 

Interest of Certain Persons in Matters to be Acted Upon                13 

Voting Shares and Their Principal Holders                              13 

Normal Course Issuer Bid                                               13 

Statement of Corporate Governance Practices                            13 

     Mandate of the Board of Directors                                 14 

     Committee of the Board                                            14 

            Audit Committee                                            14 

            Corporate Governance and Compensation Committee            16 

Election of Directors                                                  17 

Compensation of Directors                                              20 

Executive Compensation                                                 21 

     Summary Compensation Table                                        21 

     Option Grants During the Most Recently Completed Financial Year   22 

     Aggregated Option Exercises During the Most Recently Completed       
     Financial Year and Financial Year-End Option Values               22 

Executive Compensation Plan Information                                23 

Indebtedness of any Directors, Executive Officers and Senior Officers  23 

Employment Contracts                                                   23 

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                                                                · Download Table
                                                                        
     Anthony P. Franceschini                                         23 

     Donald W. Wilson                                                24 

     Raymond L. Alarie                                               24 

     Mark E. Jackson                                                 25 

     W. Barry Lester                                                 25 

Report of Executive Compensation                                     26 

     Composition of Corporate Governance and Compensation Committee  26 

     Compensation Philosophy                                         26 

     Compensation of the Chief Executive Officer                     27 

Performance Graph                                                    28 

Directors' and Officers' Liability Insurance                         28 

2005 Shareholder Proposals                                           28 

Additional Information                                               29 

Directors' Approval                                                  29 

SCHEDULE "A" - TSX CORPORATE GOVERNANCE GUIDELINES                   30 

SCHEDULE "B" - OPTION RESOLUTION                                     37 

SCHEDULE "C" - BY-LAW RESOLUTION                                     38 

SCHEDULE "D" - ARTICLE RESOLUTION                                    39 

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STANTEC INC.                                                                    
10160-112 street                                                                
Edmonton AB T5K 2L6                                                             
Tel: (780) 917-7000 Fax: (780) 917-7370                                         

STANTEC.com                                                                     

[LOGO STANTEC]                                                                  

March 21, 2005                                                                  

Dear Fellow Shareholder:                                                        

It gives me great pleasure to share with you the Stantec Inc. 2004 Annual Report
highlighting a year of record performance for our Company. In 2004 we           
demonstrated that Stantec has the momentum to continue to succeed in a          
challenging business environment. Our performance contributed to a 19.8%        
increase in share price during the year.                                        

I would also like to take this opportunity on behalf of the Board of Directors  
to invite you to attend the annual meeting of shareholders of Stantec Inc.,     
which will be held at 11:00 AM on Tuesday, May 10, 2005, at Stantec Centre in   
Edmonton, 10160-112 Street, Edmonton, Alberta. Alternatively, you may choose to 
attend the meeting through the Internet. The presentation will be broadcast live
and archived at stantec.com (under the Investor Relations section). During the  
meeting, we will review the Company's 2004 operating and financial performance  
and outline our strategy going forward.                                         

Enclosed in this package you will find the Notice of Meeting, as well as a form 
of proxy and the Management Information Circular. We would appreciate your      
prompt return of the signed proxy in order to ensure that your vote is recorded 
in due time.                                                                    

Thank you for your continuing support.                                          

Sincerely                                                                       

/s/ TONY FRANCESCHINI                                                           
TONY FRANCESCHINI                                                               
President & CEO                                                                 

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                                                                    STANTEC INC.

                                                    NOTICE OF ANNUAL AND SPECIAL
[LOGO STANTEC]                                           MEETING OF SHAREHOLDERS

Stantec Inc. ("Stantec") will hold its annual and special meeting of            
shareholders (the "Meeting") at Stantec Centre, 10160 - 112 Street, Edmonton,   
Alberta on Tuesday, May 10, 2005 at 11:00 a.m. (Mountain Daylight Time) to:     

     1.    receive Stantec's financial statements for the financial year ended
      December 31, 2004, together with the auditor's report on those
statements;                                             

2.    elect the directors of Stantec;                               

3.    appoint an auditor and to authorize the directors to fix the  
auditor's remuneration;                                 

4.    to vote on an amendment of the Employee Share Option Plan (the
         "Option Resolution") setting the number of common shares reserved
          for issuance under that plan at a number equal to 10% of Stantec's
issued and outstanding common shares;                   

5.    to vote on an amendment of Stantec's by-laws (the "By-Law     
  Resolution" ) relating to director residency and quorum at
directors' meetings;                                    

6.    to vote on an amendment to Stantec's articles (the "Articles  
           Resolution") relating to the appointment of directors in the period
between annual shareholder meetings; and                

     7.    to transact any other business properly brought before the Meeting.

The accompanying management information circular contains more information      
regarding these matters. Stantec's 2004 audited financial statements are        
included in the Stantec annual report which is being mailed with the circular.  

The Board of Directors has fixed the close of business on March 21, 2005 as the 
record date for the determination of shareholders entitled to notice of and to  
vote at the meeting and only shareholders of record on such date are entitled to
vote on these matters at the Meeting.                                           

                                              By Order of the Board of Directors

                                /s/ JEFFREY S. LLOYD
Edmonton, Alberta                                 JEFFREY S. LLOYD              
March 21, 2005                                         Secretary                

     If you are not able to attend the Meeting in person, please exercise your
     right to vote by dating, signing and returning the enclosed form of proxy
  to CIBC Mellon Trust Company, 600 The Dome Tower, 333 - 7th Avenue SW,
     Calgary AB T2P 2Z1, so as to arrive no later than 5:00 PM (MDT) on May 6,
      2005 or, if the Meeting is adjourned, 5:00 PM (MDT) on the second business
day before any adjournment.                                         

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                                                                    STANTEC INC.

                                                    NOTICE OF ANNUAL AND SPECIAL
[LOGO STANTEC]                                           MEETING OF SHAREHOLDERS

SOLICITATION OF PROXIES                                                         

This management information circular and the accompanying form of proxy are for 
use at Stantec's annual and special shareholder meeting, and any adjournments or
postponements, for the purposes described in the accompanying notice of meeting.
The meeting is scheduled for 11:00 AM (Edmonton Time), Tuesday, May 10, 2005 at:

Stantec Center                                                      
10160 112 Street                                                    
Edmonton AB T5K 2L6                                                 

STANTEC'S MANAGEMENT IS SOLICITING PROXIES WITH THIS CIRCULAR. Proxies will be  
primarily solicited by mail, but Stantec employees may also solicit proxies via 
telephone or in person. Stantec is bearing the costs associated with this       
solicitation. Unless otherwise noted, the information in this circular is       
current to March 21, 2005.                                                      

REGISTERED SHAREHOLDERS                                                         

You are a registered shareholder if your shares are held in certificate form in 
your name. If you are a registered shareholder you can vote you shares:         

1.    in person at the meeting; or                                  

     2.    by signing the enclosed form of proxy (see "REGISTERED SHAREHOLDERS
- APPOINTMENT AND REVOCATION OF PROXIES" below).        

If you are not a registered shareholder, in order to vote your shares, you must 
follow the steps described below under the heading "NON-REGISTERED (BENEFICIAL) 
SHAREHOLDERS"                                                                   

REGISTERED SHAREHOLDERS - APPOINTMENT AND REVOCATION OF PROXIES                 

If you are a registered shareholder and you complete, date, sign and return the 
enclosed proxy as described below, you give authority to the individuals named  
in the proxy or an individual of your choosing, to attend, vote and act on your 
behalf at the meeting.                                                          

The individuals named in the enclosed form of proxy are Stantec directors and/or
officers. YOU HAVE THE RIGHT TO APPOINT A PERSON OF YOUR CHOICE, WHO NEED NOT BE
A STANTEC SHAREHOLDER, TO REPRESENT YOU AND TO ATTEND AND ACT ON YOUR BEHALF AT 
THE MEETING. IF YOU WISH TO APPOINT SOMEONE OTHER THAN INDIVIDUALS LISTED IN THE
ENCLOSED PROXY, PLEASE INSERT THE NAME OF THE PERSON YOU WISH TO APPOINT IN THE 
SPACE PROVIDED FOR THAT PURPOSE.                                                

To be valid, you must date and sign your proxy and it must be received by:      

CIBC Mellon Trust Company                                           
600 The Dome Tower, 333 - 7th Avenue SW                             
Calgary, AB T2P 2Z1                                                 

before 5:00 PM (Edmonton Time) on May 6, 2005. If the meeting is adjourned or   
postponed, the proxy must be signed and received by CIBC Mellon before 5:00 PM  
(Edmonton Time) on the second business day before the adjourned meeting.        

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If, after you or your attorney (duly authorized in writing) have signed and     
returned a proxy to CIBC Mellon Trust Company, you may revoke your proxy:       

  (a)   by you or your attorney (duly authorized in writing) completing,
       dating and signing a new proxy or written statement with a date
later than the previous proxy and delivering it to:     

         (i)   CIBC Mellon Trust Company in the manner described above; or

          (ii)  to Stantec's registered office before the end of business on
               the day before the meeting or any subsequent adjournment or
postponement, or                            

            (iii) the chairman of the meeting before the start of the meeting or
before any adjournment or postponement; or  

(b)   in any other manner permitted by law.                         

NON-REGISTERED (BENEFICIAL) SHAREHOLDERS                                        

Only proxies deposited by registered shareholders can be recognized and acted   
upon at the meeting. If your shares are held in the name of a nominee, such as a
bank, trust company, securities broker, trustee (including RRSP, RRIF or RESP   
trustee) or other financial institution, you are considered a BENEFICIAL        
SHAREHOLDER. In this event, your nominee, rather than you, appears on Stantec's 
registered shareholder list.                                                    

Shares held by a nominee must be voted according to the beneficial shareholder's
instructions. Regulatory policy requires nominees to seek voting instructions   
from beneficial shareholders in advance of shareholder meetings. IF YOU RECEIVE 
A PROXY FROM YOUR NOMINEE, YOU CANNOT USE THAT PROXY TO VOTE YOUR SHARES        
DIRECTLY AT THE MEETING.                                                        

If you are a beneficial shareholder, there are two ways that you can vote your  
shares:                                                                         

1.    by providing, well in advance of the meeting, voting instructions to your 
      nominee who will have sent you either a request for voting instructions or
   a form of proxy for the number of shares you hold. You should carefully
   follow your nominee's procedures and return instructions to ensure that
your shares are voted at the meeting; or                            

2.    by attending the meeting. However, Stantec does not have the names of     
     non-registered shareholders. Therefore, if you want to attend the meeting
   in person, you must have your nominee appoint you as its proxyholder in
     respect of your shares. Only after having been appointed as a proxyholder
    will you be able vote your shares at the meeting. If you plan to vote in
     this manner, contact your nominee to determine what documents you need to
  complete to be appointed a proxyholder. You will also need to register
with Stantec's transfer agent at the meeting.                       

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES                              

Unless you specify another individual, the enclosed form of proxy authorizes the
two named individuals, who represent Stantec management, to vote your shares at 
the meeting according to your instructions. IN THE ABSENCE OF SPECIFIC          
INSTRUCTIONS, THE MANAGEMENT REPRESENTATIVES WILL VOTE FOR THE ELECTION OF THE  
DIRECTORS, THE APPOINTMENT OF AUDITOR, AND IN FAVOR OF THE THREE RESOLUTIONS    
INDICATED IN THIS CIRCULAR (THE AMENDMENT OF STANTEC'S EMPLOYEE SHARE OPTION    
PLAN, THE AMENDMENTS TO STANTEC'S BY-LAWS, AND THE AMENDMENT TO STANTEC'S       
ARTICLES).                                                                      

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The form of proxy also authorizes management representatives to use their       
discretion for other matters that properly come before the meeting. As of the   
date of this circular, Stantec management does not know of any matters to come  
before the meeting other than the matters listed in the notice of meeting.      

PARTICULARS OF MATTERS TO BE ACTED ON AT THE MEETING                            

To the knowledge of Stantec's management, the only matters to be placed before  
the meeting are the matters set forth in the Notice of Meeting and as further   
described below.                                                                

1.    ELECTION OF DIRECTORS                                                     

Please see page 17 under the heading "ELECTION OF DIRECTORS".                   

2.    APPOINTMENT OF AUDITOR                                                    

It is proposed that Ernst & Young, Chartered Accountants be appointed as        
Stantec's auditor for the 2005 fiscal year.                                     

Unless you specify otherwise by proxy or by voting at the meeting, the          
management representatives designated in the form of proxy intend to vote FOR   
the reappointment of Ernst & Young, Chartered Accountants as Stantec's auditor  
to hold office until the close of the next annual shareholders' meeting and to  
authorize Stantec's directors to set Ernst & Young's remuneration for the year. 
Ernst & Young has served as Stantec's auditor since December 11, 1993.          

3.    AMENDMENT OF THE EMPLOYEE SHARE OPTION PLAN                               

At the meeting, shareholders will be asked to vote on a resolution approving an 
amendment to Stantec's Employee Share Option Plan setting the number of shares  
reserved for issuance as options pursuant to the plan at 1,892,718 which is     
equal to10% of Stantec's current issued and outstanding common shares as at     
March 21, 2005.                                                                 

Please note that the figures referred to below and throughout this circular     
relating to the plan account for the two for one stock split which occurred on  
May 17, 2002.                                                                   

BACKGROUND                                                                      

Stantec's Employee Share Option Plan provides for the granting of options to    
purchase common shares to directors, officers, employees, and consultants of    
Stantec and its subsidiaries. The Board of Directors believes that issuing      
options to key individuals is an effective means of aligning the interests of   
these individuals with the interests of Stantec shareholders.                   

At the time of the last amendment to the plan in March of 2002, 1,754,938 shares
were reserved for issuance as options, which, together with certain individual  
option agreements which existed at the time, totaled 1,814,938 common shares,   
representing 10% of Stantec's issued and outstanding common shares at that time.

On February 24, 2005, the Board of Directors resolved to reset the number of    
shares reserved for issuance as options. Subject to shareholder approval, the   
Employee Share Option Plan has been amended to reserve 1,892,718 common shares, 
being 10% of the current issued and                                             

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outstanding common shares as of the date of this circular. Stantec does not     
issue any securities other than common shares.                                  

TERMS OF THE PLAN                                                               

Each option granted has a maximum term of 10 years and is exercisable on terms  
determined by the Board, including vesting and restrictions on sale or other    
disposition of common shares acquired upon exercise of an option. The Board of  
Directors establishes the exercise price for options when issued, which in all  
cases cannot be less than:                                                      

1.    the closing price of Stantec's common shares on the TSX on the
   trading day immediately preceding the date of the grant; or

    2.    such lesser permissible amount under applicable legislation or the
rules and regulations of the TSX.                       

Any common shares subject to an option which is for whatever reason cancelled or
terminated without having been exercised, are again available for grant under   
the plan.                                                                       

The maximum number of common shares which may be reserved for issuance to       
insiders under the plan is 10% of the common shares outstanding at the time of  
the grant (on a non-diluted basis) less the aggregate number of common shares   
reserved for issuance to insiders under any other share compensation            
arrangement. In addition, the maximum number of common shares which may be      
issued to insiders under the plan within a one year period is 10% of the common 
shares outstanding at the time of the issuance (on a non-diluted basis),        
excluding common shares issued under the plan or any other share compensation   
arrangement over the preceding one year period. The maximum number of common    
shares which may be issued to any one insider under the plan within a one year  
period is 5% of the common shares outstanding at the time of the issuance (on a 
non-diluted basis), excluding common shares issued to the insider in question   
under the plan or any other share compensation arrangement over the preceding   
one year period. However, any entitlement to acquire common shares granted      
pursuant to the plan or any other share compensation arrangement prior to the   
optionholder becoming an insider shall be excluded for the purposes of the      
limits set out above.                                                           

In addition, the maximum number of common shares which may be reserved for      
issuance to any one person is 5% of the common shares outstanding at the time of
the grant (on a non-diluted basis) less the aggregate number of common shares   
reserved for issuance to such person under any other option to purchase common  
shares from treasury granted as compensation or incentive mechanism.            

Should the number of issued and outstanding Stantec common shares change due to 
a stock dividend, split, consolidation, or other corporate change, the Board    
would, with the approval of the TSX, make an appropriate adjustment to the terms
of previously issued options.                                                   

If an optionholder ceases to be eligible for the plan for any reason other than 
death, each option held by that person ceases to be exercisable 30 days after   
that person becomes ineligible and any option or portion of an option not vested
by the date of becoming ineligible cannot be exercised under any circumstances. 
These provisions apply regardless of whether the person is dismissed with or    
without cause.                                                                  

Options are only assignable when an option holder dies and only by will or by   
the laws of descent and distribution. Following death of an option holder, his  
or her legal representative may exercise the options within six months after the
date of death, but only to the extent that the options were by their terms      
exercisable on the date of death.                                               

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The Board of Directors may amend, suspend or terminate the plan or any portion  
thereof at any time in accordance with applicable legislation and subject to any
required approval. With the consent of affected optionholders, the Board of     
Directors may amend or modify any outstanding option in any manner to the extent
that the Board would have the authority to initially grant such award,          
including, without limitation, to change the date or dates as of which an option
becomes exercisable, subject to the prior approval of the relevant stock        
exchange. The Board of Directors also has the authority to adopt, amend and     
rescind administrative guidelines and other rules and regulations relating to   
the plan.                                                                       

SHARES RESERVED AND OPTIONS GRANTED                                             

The following shows shares reserved and options granted, exercised and available
for grant:                                                                      

                                                                · Download Table

                                                                       Options   
                                   Plan       Options     Options   Available for
                                  Maximum   Outstanding  Exercised   Future Grant
                                 ---------  -----------  ---------  -------------
                                                                                 
Balance as of March 21, 2005     1,754,938    1,012,833   697,365      44,740    
(prior to proposed change)                                                       

Percentage of common shares         9.27%      5.35%       3.68%        0.24%    
outstanding as of March 21,                                                      
2005 (prior to proposed change)                                                  
Balance as of March 21, 2005                                                     

(after proposed change, based    1,892,718    1,012,833      0         879,885   
upon number of issued and                                                        
outstanding common shares as                                                     
of March 21, 2005)                                                               

Percentage of common shares        10.00%      5.35%         0%         4.65%    
outstanding as of March 21,                                                      
2005 (after proposed change)                                                     

RESOLUTION AND RECOMMENDATION                                                   

The Board of Directors recommends that shareholders vote FOR the proposed change
so that additional stock options are available as part of Stantec's compensation
structure to attract, retain and motivate key individuals.                      

The resolution attached as Schedule "B" to this circular confirms the amendment 
to the number of common shares reserved for issuance pursuant to this plan to be
equal to 10% of Stantec's issued and outstanding common shares as of the date of
this circular. In order to be passed, this resolution requires the support of a 
majority of the votes cast at the meeting, excluding votes attaching to the     
common shares beneficially owned by Stantec insiders.                           

THE STANTEC MANAGEMENT REPRESENTATIVES INTEND TO VOTE FOR THIS RESOLUTION, OTHER
THAN IN RESPECT OF SHARE HELD BY SHAREHOLDERS WHO SPECIFY IN THEIR PROXIES THAT 
THEIR SHARES ARE TO BE VOTED AGAINST THE RESOLUTION.                            

4.    AMENDMENT OF STANTEC'S BY-LAWS                                            

Prior to September 16, 2004, Stantec's by-laws required a majority of its       
directors to be Canadian residents. The Board of Directors has resolved to amend
Stantec's by-law residency                                                      

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requirement so that only 50% of Stantec's directors must be resident Canadians  
and that should Stantec at any time have less than four directors, at least one 
director must be a resident Canadian.                                           

In conjunction with the change to director residency requirements, the directors
also resolved to amend the number of Canadian directors required to constitute  
quorum at a directors' meeting. Previously, in order for quorum at a directors  
meeting to be met (which is the number of directors present in order for        
business to be conducted and voted upon) half of the directors present had to be
resident Canadians. The Board of Directors has resolved to amend the quorum     
requirement so that only 25% of the directors at a meeting need be Canadian     
residents.                                                                      

The directors' resolution approving these amendments was effective on September 
16, 2004 and copy of the proposed shareholder resolution is attached as Schedule
"C" to this circular.                                                           

These amendments comply with the residency and quorum requirements of the Canada
Business Corporations Act under which Stantec was incorporated. In addition, the
Board of Directors believes that the by-law amendment will give Stantec more    
flexibility when choosing future directors.                                     

These amendments to Stantec's by-laws are subject to shareholder approval. In   
order to be passed, the By-law Resolution requires the support of a majority of 
the votes cast at the meeting.                                                  

THE STANTEC MANAGEMENT REPRESENTATIVES INTEND TO VOTE FOR THIS RESOLUTION, OTHER
THAN IN RESPECT OF SHARES HELD BY SHAREHOLDERS WHO SPECIFY IN THEIR PROXIES THAT
THEIR SHARES ARE TO BE VOTED AGAINST THE RESOLUTION.                            

5.    AMENDMENT OF STANTEC'S ARTICLES                                           

From time to time, management and the Board of Directors may identify new areas 
where additional expertise at the board level would benefit Stantec. As well,   
from time to time, the Board may identify individuals who are desirable         
candidates for director, generally or for their specific expertise.             
Unfortunately these situations do not always occur in accordance with the       
scheduling of annual shareholder meetings and, as a result, board candidates    
cannot be appointed until the next annual shareholder meeting and sometimes, due
to timing conflicts, not at all.                                                

If so authorized by the Articles of the corporation, the Canada Business        
Corporations Act permits existing directors to appoint one or more additional   
directors to serve until the next annual general meeting. However, the number of
directors appointed in this manner cannot at any time exceed 1/3 of the number  
of directors who held office at the expiration of the last annual shareholder   
meeting.                                                                        

Stantec's current Articles do not provide for this flexibility. The Board of    
Directors is proposing that Stantec's Articles be amended to permit the         
appointment of additional directors between annual shareholder meetings in      
accordance with the CBCA.                                                       

The directors' resolution approving this amendment was passed on February 24,   
2005 and a copy of proposed shareholder resolution is attached as Schedule "D"  
to this circular.                                                               

This amendment to Stantec's Articles is subject to shareholder approval. In     
order to be passed, this special resolution requires the support of at least    
two-thirds of the votes cast at the meeting in respect of the special           
resolution.                                                                     

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THE STANTEC MANAGEMENT REPRESENTATIVES INTEND TO VOTE FOR THIS RESOLUTION, OTHER
THAN IN RESPECT OF SHARES HELD BY SHAREHOLDERS WHO SPECIFY IN THEIR PROXIES THAT
THEIR SHARES ARE TO BE VOTED AGAINST THE RESOLUTION.                            

6.    OTHER BUSINESS                                                            

Stantec does not know of any other matter that will come before the meeting     
other than the matters disclosed in the notice of meeting.                      

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 INFORMATION REGARDING STANTEC

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                         

To Stantec's knowledge, none of Stantec's directors or executive officers, or   
any associate or affiliate of any such person, has any material interest, direct
or indirect, by way of securities or otherwise in any matter to be acted upon at
the meeting other than the election of directors or the appointment of auditor. 

VOTING SHARES AND THEIR PRINCIPAL HOLDERS                                       

As of the date of this circular, Stantec has 18,927,185 common shares issued and
outstanding. Each registered holder of common shares on the record date (March  
21, 2005) will be entitled to one vote on all matters proposed to come before   
the meeting for each common share held.                                         

To the knowledge of Stantec's directors and officers, no person beneficially    
owns, directly or indirectly, or controls or directs more than 10% of Stantec's 
outstanding common shares.                                                      

NORMAL COURSE ISSUER BID                                                        

On May 27, 2004, Stantec announced its intention to make a normal course issuer 
bid starting June 1, 2004 and expiring May 31, 2005. During this period, Stantec
may acquire up to 554,388 common shares, being approximately 3% of the issued   
and outstanding common shares at the time of the issuer bid's announcement.     

Stantec believes that, at certain times, the market price of its common shares  
may not adequately reflect the value of its business and its future business    
prospects. As a result, Stantec believes that its outstanding common shares may,
at such times, represent an attractive investment and an appropriate and        
desirable use of its available funds. Stantec will purchase its common shares   
for cancellation.                                                               

Purchases will be effected through the Toronto Stock Exchange's facilities, in  
accordance with its by-laws, rules, and policies. Stantec will pay the market   
price for any common shares it acquires.                                        

You may contact Stantec at: 200 - 10160 - 112 Street, Edmonton AB T5K 2L6 to    
obtain a copy of Stantec's Notice of Intention to Make a Normal Course Issuer   
Bid that was filed with the Toronto Stock Exchange.                             

STATEMENT OF CORPORATE GOVERNANCE PRACTICES                                     

Stantec's Board of Directors believes in the importance of sound corporate      
governance practices. Stantec's practices are described in Schedule "A" to this 
circular.                                                                       

The Toronto Stock Exchange requires that we compare our Corporate Governance    
Practices to the "Guidelines for Improved Corporate Governance" contained in the
December 1994 Report of the TSX Committee on Corporate Governance in Canada. The
headings appearing in Schedule "A" address the principal matters relating to    
corporate governance outlined in Section 474 of the TSX Company Manual.         

In Schedule "A", the terms "unrelated director", "related director" and "outside
director" have the meanings given to them in the TSX Company Manual, namely:    

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-     An "unrelated director" means a director who is independent of management 
      and is free from any interest and any business or other relationship which
     could, or could reasonably be perceived to, materially interfere with the
director's ability to act with a view to the best interests of the  
      company, other than interests and relationships arising from shareholding.

-     A "related director" means a director who is not an unrelated director or 
is a member of management.                                          

-     An "outside director" means a director who is not a member of management. 

Canadian corporate governance practice standards continue to be reviewed and    
modified. At present, the TSX Company Manual guidelines are the benchmark to    
which we must adhere. A number of revisions to these guidelines have been       
proposed and are being considered. Stantec continues to monitor and adapt as    
corporate governance standards evolve.                                          

MANDATE OF THE BOARD OF DIRECTORS                                               

The Board's mandate is to supervise Stantec's management with a view to         
Stantec's best interests. The Board fulfils its mandate by:                     

-     ensuring that Stantec adopts a strategic planning process;    

 -     reviewing and monitoring Stantec's principal business risks, as
      identified by management, and the system to manage such risks;

-     ensuring that management provides for succession planning;    

-     ensuring that management maintains the integrity of Stantec's 
internal control and management information systems.    

There were five Board meetings and one strategic planning session in 2004. The  
Board has met once in 2005 and five additional meetings of the Board are        
scheduled. The agenda for these scheduled Board meetings, and whether additional
meetings are necessary, will depend on the state of Stantec's affairs, including
any opportunities or problems facing Stantec.                                   

It is Stantec's current practice to hold at least one Board meeting each year at
a location other than the head office. Management feels that Stantec benefits   
from giving directors broad exposure to Stantec's business and operations. At   
these meetings, directors are given the opportunity to meet with senior         
management in different regions. Last year, Board meetings were held in         
Edmonton, Phoenix, and Toronto.                                                 

COMMITTEES OF THE BOARD                                                         

In 2004, there were two committees of the Board: (1) the Audit Committee and (2)
the Corporate Governance and Compensation Committee.                            

AUDIT COMMITTEE                                                                 

The Audit Committee members are all unrelated directors. The committee members  
are E. John (Jack) Finn, William D. Grace, and Robert R. Mesel. During the      
financial year ended December 31, 2004, Stephen D. Lister (an unrelated         
director) was a member of this committee until his retirement on November 4,    
2004, when Robert R. Mesel was appointed to fill that vacancy.                  

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In summary, the committee monitors, evaluates, approves and makes               
recommendations on matters affecting Stantec's external audit, financial        
reporting and accounting control policies. The committee's Terms of Reference   
include:                                                                        

  -     reviewing and recommending for approval to the Board, the annual
    audited financial statements and other continuous disclosure
documents, including:                                   

a)    the financial content of the annual report,       

  b)    the annual management information circular and proxy
materials,                                  

c)    the annual information form, and                  

          d)    the management discussion and analysis section of the annual
report;                                     

  -     reviewing and authorizing the release of the quarterly unaudited
          financial statements including management discussion and analysis,
            quarterly interim report to shareholders and quarterly press release
of Stantec's earnings;                                  

     -     reviewing and recommending for approval to the Board, all financial
   statements, financial reports, and the financial content of
          prospectuses, and any other reports requiring Board approval prior
to being submitted to any regulatory authority;         

 -     reviewing and assessing, in conjunction with management and the
external auditor:                                       

      a)    the appropriateness of Stantec's accounting policies and
                financial reporting practices, and considering any available
alternatives;                               

         b)    any significant proposed changes in financial reporting and
               accounting policies and practices to be adopted by Stantec;

         c)    any new or pending developments in accounting and reporting
    standards that may affect or impact Stantec; and

       d)    the key estimates and judgments of management that may be
material to Stantec's financial reporting;  

   -     assessing the performance of the external auditor and considering
    whether to recommend its annual appointment to the Board for
ultimate recommendation to the shareholders;            

      -     reviewing, approving and executing the annual engagement letter with
the external auditor;                                   

    -     approving the engagement of the external auditor for all non-audit
            services and the fees for such services, and considering whether any
            non-audit service compromises the independence of the external audit
work;                                                   

    -     reviewing all fees paid to the external auditor for audit services
          and, if appropriate, recommending the fees for Board approval; and

     -     reviewing with the external auditor the results of the annual audit
examination.                                            

The Audit Committee met six times in 2004. In addition to formal meetings, the  
members of the Audit Committee meet informally as required, either in person or 
by telephone. The Chairman of the Audit Committee provides regular reports at   
Stantec's Board meetings.                                                       

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CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE                                 

The Corporate Governance and Compensation Committee members are all unrelated   
directors. The committee members are Neilson A. "Dutch" Bertholf, Jr., Robert J.
Bradshaw, William D. Grace and Susan E. Hartman. During the financial year ended
December 31, 2004, Robert E. Flynn (an unrelated director) was a member of this 
committee until his retirement on November 4, 2004 when Susan E. Hartman was    
appointed to the committee to fill that vacancy.                                

This committee makes recommendations to the Board on:                           

Corporate Governance Matters                                        

-     developments in the area of corporate governance generally;   

-     composition and size of the Board;                            

-     appropriate candidates for nomination to the Board;           

   -     providing an orientation and education program for new directors;

-     evaluating the performance of the Board, any committees, and  
individual directors;                                   

     -     considering and approving any requests by an individual director to
engage outside experts at Stantec's expense.            

Compensation Matters                                                

    -     compensation policies reflecting the rationale for each element of
  executive pay, including the link between compensation and
 performance and the level of competitiveness of the total
compensation package;                                   

-     administration of Stantec's Employee Share Option Plan;       

      -     executive management compensation, including bonuses, stock options,
pensions, and benefits;                                 

-     compensation for the Chief Executive Officer;                 

-     senior management performance reviews;                        

-     Stantec's succession plans for executive management positions.

The Corporate Governance and Compensation Committee met once in 2004. In        
addition to formal meetings, the members of the Corporate Governance and        
Compensation Committee meet informally as required, either in person or by      
telephone. The Chairman of the Corporate Governance and Compensation Committee  
provides regular reports at Stantec Board meetings.                             

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ELECTION OF DIRECTORS                                                           

Eight directors will be elected at the Meeting. The management representatives  
named in the form of proxy intend to vote for the nominees listed below. All of 
the listed nominees are currently directors. Stantec management believes that   
each of the listed nominees will be able to serve as a director. If for any     
reason before the meeting, a nominee is unable to serve as a director, the      
persons named in the form of proxy have the discretion to vote for another      
nominee at the meeting. Each elected director will hold office until the next   
annual general meeting or until a successor is duly elected or appointed.       

The members of Stantec's Audit Committee and Corporate Governance and           
Compensation Committee are indicated below. The following biographies also      
indicate the number of Stantec common shares currently beneficially owned,      
directly or indirectly, or controlled or directed by the nominees.              

RONALD P. TRIFFO - CHAIRMAN OF THE BOARD, STANTEC INC.                          

Edmonton, AB - Canada                                                           

[RONALD P. TRIFFO PHOTO]                                                        

Ronald P. Triffo has been associated with Stantec since 1977 and was appointed  
President in 1983. In 1988, he was appointed Chairman of the Board. Ron is      
currently the Director of TELUS Corporation and Chairman and Director of ATB    
Financial. Ron is the private sector Co-Chair of the Alberta Economic           
Development Authority and serves on the Board of the Alberta Ingenuity Fund,    
Alberta's Promise, the Advisory Council of the Faculty of Medicine and Dentistry
at the University of Alberta, and the Board of Governors of Junior Achievement  
of Northern Alberta.                                                            

                                                        · Enlarge/Download Table

DIRECTOR SINCE   COMMON SHARES  OPTIONS  DEFERRED SHARE UNITS  2004 ATTENDANCE        
                                                                                      
August 12, 1985     427,092     160,000      Not eligible      Board Meetings   6 of 6

ANTHONY (TONY) P. FRANCESCHINI - PRESIDENT & CEO, STANTEC INC.                  

Edmonton, AB - Canada                                                           

[ANTHONY P. FRANCESCHINI PHOTO]                                                 

Anthony P. Franceschini has been with Stantec since 1978, where he has provided 
consulting services, management, and leadership becoming CEO in 1998. Tony has  
served as a director of Stantec Inc. since the Company became publicly traded in
March 1994 (TSX:STN). He also serves as a director of Esterline Technologies    
Corporation, a leading manufacturer in the aerospace/defence markets and is a   
director of privately held CCI Thermal Technologies Inc., an Edmonton-based     
manufacturer of industrial heating products and custom-engineered process       
heating equipment.                                                              

                                                        · Enlarge/Download Table

 DIRECTOR SINCE   COMMON SHARES  OPTIONS  DEFERRED SHARE UNITS  2004 ATTENDANCE       
                                                                                      
February 3, 1994     211,396     202,000      Not eligible      Board Meetings   6of 6

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NEILSON A. "DUTCH" BERTHOLF JR. - CORPORATE DIRECTOR                            

Phoenix, AZ - USA                                                               

[NEILSON A. "DUTCH" BERTHOLF JR. PHOTO]                                         

Neilson A. "Dutch" Bertholf Jr. is a member Stantec Inc.'s Board of Directors   
and serves on the Corporate Governance and Compensation Committee. He is retired
from a 40-year career in aviation. Mr. Bertholf Jr. is a lifetime board member  
of the Arizona Sports Foundation Inc (Fiesta Bowl) and is a member on the       
executive committee and a vice president of the Grand Canyon Council, Boy Scouts
of America. He is also a member of the Board of Directors for the Airline       
Training Center, Arizona, a Division of Lufthansa Flight Training, Lufthansa    
Airlines, Germany.                                                              

                                                        · Enlarge/Download Table

DIRECTOR SINCE  COMMON SHARES  OPTIONS  DEFERRED SHARE UNITS    2004 ATTENDANCE           
                                                                                          
December 16,    900            9,100    2,800                 Board Meetings        6 of 6
1998                                                          Corporate Governance        
                                                              & Compensation        1 of 1

ROBERT J. BRADSHAW - CHAIRMAN, CONTOR INDUSTRIES LIMITED                        

Toronto, ON - Canada                                                            

[ROBERT J. BRADSHAW PHOTO]                                                      

Robert J. Bradshaw is a professional engineer with a diverse background in the  
manufacturing, oil, consulting engineering, and nuclear industry, as well as in 
power generation and government service. Mr. Bradshaw is currently chairman of  
Contor Industries Limited, which acquires mature manufacturing companies        
requiring significant turn-around activities. Contor companies and their        
products range from nuclear and aerospace to hydro electric; gold mining; food  
processing; aircraft leasing and waste disposal. Mr. Bradshaw acts as chairman  
for Zircatec Precision Industries, Inc. and Bradcohill Inc. and is also a       
director of Configuresoft, Inc.                                                 

                                                        · Enlarge/Download Table

DIRECTOR SINCE  COMMON SHARES  OPTIONS  DEFERRED SHARE UNITS    2004 ATTENDANCE           
                                                                                          
December 14,    55,000         0        2,800                 Board Meetings        6 of 6
1993                                                          Corporate Governance        
                                                              & Compensation        1 of 1

E. JOHN (JACK) FINN - CORPORATE DIRECTOR                                        

Madison, CI - USA                                                               

[E. JOHN (JACK) FINN PHOTO]                                                     

E. John (Jack) Finn joined the Stantec Board in 1995 and currently serves on the
Audit Committee. Jack is the retired Chairman of Dorr-Oliver, Inc. a process    
engineering and equipment firm. An electrical engineering graduate of Carnegie  
Mellon University, Jack's business experience has focused on operations and     
general management. He held various executive positions with The Carborundum    
Company, Kennecott Corporation and The Standard Oil Company. In addition to     
Stantec, Jack is currently a director of Vodium of Washington, DC and Dairy     
Delicious of New York, NY. Jack also is a Member of the National Association of 
Corporate Directors.                                                            

                                                        · Enlarge/Download Table

 DIRECTOR SINCE   COMMON SHARES  OPTIONS  DEFERRED SHARE UNITS  2004 ATTENDANCE        
                                                                                       
October 17, 1995  19,000         5,000    2,800                 Board Meetings   6 of 6
                                                                Audit Committee  6 of 6

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WILLIAM D. GRACE - CORPORATE DIRECTOR                                           

Edmonton, AB - Canada                                                           

[WILLIAM D. GRACE PHOTO]                                                        

Bill Grace is a graduate of the University of Alberta and a Fellow Chartered    
Accountant (FCA). During his business career, he served as the chief financial  
officer with several Alberta corporations including Chieftain Development Co.   
Ltd., R. Angus (Alberta) Limited and Canadian Utilities Limited. From 1988 to   
1994, he was a managing partner in the Edmonton office of Price Waterhouse. Bill
is the recipient of several awards including the Alberta Achievement Award by   
the Province of Alberta, the Lifetime Achievement Award from the Alberta        
Institute of Chartered Accountants and the University of Alberta Alumni Award of
Excellence. Bill currently holds a number of corporate directorships in addition
to Stantec, including the Forzani Group, Melcor Developments, Millar Western    
Forest Products and several private companies. He is also the independent       
chairman of the Edmonton Pipe Industry Pension and Health & Welfare Trust Funds,
a director of the Mutual Fund Dealers Association of Canada, and a public       
Council member of the Association of Professional Engineers, Geologists and     
Geophysicists of Alberta. Bill has been active over the past twenty-five years  
in numerous community and professional activities.                              

                                                        · Enlarge/Download Table

 DIRECTOR SINCE  COMMON SHARES  OPTIONS  DEFERRED SHARE UNITS     2004 ATTENDANCE         
                                                                                          
April 29, 1994   10,000         8,000    2,800                 Board Meetings        6of 6
                                                               Audit Committee       6of 6
                                                               Corporate Governance       
                                                               & Compensation        1of 1

SUSAN E. HARTMAN - PRESIDENT AND OWNER, THE HARTMAN GROUP                       

Rochester, NY - USA                                                             

[SUSAN E. HARTMAN PHOTO]                                                        

Susan E. Hartman holds a bachelor of science degree in chemistry and has diverse
experience in strategic planning, business management, mergers and acquisitions,
operations, and international business development. In 1993 she started her own 
management consulting firm, the Hartman Group. Ms. Hartman continues as         
president and owner of The Hartman Group, leading the company's consulting      
services in the area of strategic and operational planning, overall business    
assessment, process optimization, and project management. She currently serves  
as a board member on QED Technologies and the SCORE Foundation.                 

                                                        · Enlarge/Download Table

 DIRECTOR SINCE   COMMON SHARES  OPTIONS  DEFERRED SHARE UNITS     2004 ATTENDANCE          
                                                                                            
November 4, 2004  0              0        800                   Board Meetings        0 of 0
                                                                Corporate Governance        
                                                                & Compensation        0 of 0

ROBERT R. MESEL - CORPORATE DIRECTOR                                            

Kiawah Island, SC - USA                                                         

[ROBERT R. MESEL PHOTO]                                                         

Robert R. Mesel is an experienced business professional with expertise in       
business development, administration, accounting, and finance. Prior to his     
retirement in 1998, Mr. Mesel was a director and/or trustee for many prestigious
organizations, including the Financial Executive Institute (Northeast Ohio      
Chapter), Ohio Council for Economic Education, Greater Cleveland Salvation Army,
and Canisius College. Mr. Mesel completed his bachelor of business              
administration in accounting at Canisius College, his masters of business       
administration at State University of New York, and the advanced management     
program at Harvard Business School. He is also the past president of BP         
Chemicals Inc. and Chase Brass & Copper Company.                                

                                                        · Enlarge/Download Table

 DIRECTOR SINCE   COMMON SHARES  OPTIONS  DEFERRED SHARE UNITS  2004 ATTENDANCE        
                                                                                       
November 4, 2004  2,500          0        800                   Board Meetings   0 of 0
                                                                Audit Committee  1 of 1

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All the proposed nominees have been engaged for more than five years in their   
present principal occupation or in other capacities with the company or         
organization (or a predecessor thereof) in which they currently hold their      
principal occupation.                                                           

COMPENSATION OF DIRECTORS                                                       

Mr. Triffo, the Chairman of the Board, receives $150,000 per year as a director 
fee retainer pursuant to an agreement with Stantec. He is not paid any          
additional amounts for attending Board committees, chairing Board meetings, or  
attending meetings or events in support of the company. This agreement with Mr. 
Triffo will end when he ceases to be the Chairman of the Board.                 

The President and CEO, Mr. Franceschini, is not compensated for acting as a     
director.                                                                       

The remaining six directors are paid according to Stantec's director            
compensation program which is intended to:                                      

 1.    encourage the directors to hold a continuing equity interest in
Stantec;                                                

      2.    align the interests of directors with the interests of shareholders;
and                                                     

3.    attract and retain qualified Canadian and U.S. directors.     

The director compensation program includes deferred share units (DSUs) each of  
which has the same value as one Stantec common share. However, DSUs carry no    
voting rights and they cannot be transferred. DSUs cannot be exercised until    
death or retirement of a director, upon which, the value of a director's DSUs   
are paid in cash. Each DSU will be valued at the Stantec common share market    
price on the last trading day of the month of the death or retirement of the    
director. DSUs are granted on the last day of the previous quarter and once     
granted, the number of DSUs will be adjusted even if the director dies or       
retires in the quarter to which a grant of DSUs relates. The number of DSUs held
by directors and the number of DSUs to which directors are entitled will be     
appropriately adjusted for any change in Stantec's outstanding common shares    
that occurs by reason of any stock split, consolidation, or other corporate     
change.                                                                         

The directors, other than Mr. Triffo and Mr. Franceschini, receive:             

-     1,600 DSUs a year (400 per quarter);                          

   -     an additional $1,500 per quarter if they chair a Board committee;
and                                                     

-     $1,800 for every Board meeting or Board committee meeting they
attend.                                                 

During Stantec's financial year ending December 31, 2004, Stantec paid its      
directors, other than Mr. Franceschini, approximately $522,440. This figure     
includes the Chairman's compensation of $150,000 and compensation paid to       
outside directors as follows:                                                   

-     chair and meeting fees $ 114,600                              

-     DSUs (valued at date of issue) $ 257,840                      

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EXECUTIVE COMPENSATION                                                          

SUMMARY COMPENSATION TABLE                                                      

The following table summarizes the compensation for Stantec's Chief Executive   
Officer, Chief Financial Officer and the next three most highly compensated     
executive officers.                                                             

                                                        · Enlarge/Download Table

                                                                LONG-TERM                    
                                                              COMPENSATION                   
                                                                 AWARDS                      
    NAME AND PRINCIPAL              ANNUAL COMPENSATION        SECURITIES       ALL OTHER    
         POSITION           YEAR    SALARY       BONUS(1)   UNDER OPTIONS(2)  COMPENSATION   
--------------------------  ----  -----------   ----------  ----------------  ------------   
                                                                                             
A.P. FRANCESCHINI           2004  $   375,004   $  844,350         nil        $      9,000(3)
   President & CEO          2003  $   367,793   $  717,338       150,000      $     11,250(4)
                            2002  $   250,000   $  748,705         nil        $      6,500(3)

D.W. WILSON                 2004  $   224,030   $  250,000        5,000       $     69,439(5)
   Vice President & CFO     2003  $   196,165   $  195,000        6,500       $      5,500(3)
                            2002  $   183,787   $  116,212        7,000       $      5,176(3)

R.L. ALARIE                 2004  $   233,649   $  350,000        5,000       $      3,750(3)
   Executive Vice           2003  $   196,165   $  230,000        6,000       $      5,500(3)
   President                2002  $   175,013   $  200,000        9,000       $    200,631(6)
   Stantec Consulting Ltd.                                                                   

M.E. JACKSON                2004  $   218,460   $  250,000        5,000       $      5,869(3)
   Senior Vice President    2003  $   176,542   $  205,000        8,000       $      5,100(3)
   Stantec Consulting Ltd.  2002  $   165,009   $  135,000        8,000       $      4,800(3)

W.B. LESTER                 2004  $   230,994   $  350,000        5,000       $      6,192(3)
   Executive Vice           2003  $   220,664   $  350,000        7,000       $      6,000(3)
   President                2002  $   225,000   $  325,000       12,000       $      5,500(3)
   Stantec Consulting Ltd.                                                                   

(1)   Represents bonuses earned and calculated in respect of the indicated      
financial year.                                                     

(2)   Options for common shares of Stantec. See below for further information   
    regarding option grants and exercises during the most recently completed
financial year.                                                     

(3)   Represents a payment to the executive officer's registered retirement     
savings/employee share purchase plan.                               

(4)   Represents a payment to the executive officer's registered retirement     
      savings/employee share purchase plan ($9,000) and a service award ($2,250)

(5)   Represents a payment to Mr. Wilson's registered retirement                
      savings/employee share purchase plan ($5980) and a payout of vacation time
that Mr. Wilson had accrued but not taken during his time at Stantec
($63,459).                                                          

(6)   Represents a payment to Mr. Alarie's registered retirement                
   savings/employee share purchase plan ($5,176) and a performance payment
   arising in connection with the acquisition of PEL Group Inc. by Stantec
      Consulting Ltd. [a wholly owned subsidiary of Stantec] in 1997 ($195,455).

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OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR                 

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                                                             MARKET VALUE                  
                            % OF TOTAL                            OF                       
                             OPTIONS                          SECURITIES                   
                             GRANTED                          UNDERLYING                   
              SECURITIES   TO EMPLOYEES   EXERCISE OR BASE  OPTIONS ON THE                 
                UNDER           IN        PRICE ($/COMMON   DATE OF GRANT                  
   NAME       OPTIONS(1)  FINANCIAL YEAR       SHARE)        ($/SECURITY)   EXPIRATION DATE
------------  ----------  --------------  ----------------  --------------  ---------------
                                                                                           
A.P.             Nil           0.00%             N/A             N/A             N/A       
Franceschini                                                                               

D.W. Wilson     5000(2)        2.99%          $  24.50        $    24.50      December 14, 
                                                                                  2011     

R.L. Alarie     5000(2         2.99%          $  24.50        $    24.50      December 14, 
                                                                                  2011     

M.E. Jackson    5000(2)        2.99%          $  24.50        $    24.50      December 14, 
                                                                                  2011     

W.B. Lester     5000(2)        2.99%          $  24.50        $    24.50      December 14, 
                                                                                  2011     

(1)   Options granted under Stantec's Employee Share Option Plan to purchase    
common shares of Stantec.                                           

(2)   1,667 options are exercisable on December 14, 2005, 1,667 options are     
  exercisable on December 14, 2006, and 1,666 options are exercisable on
December 14, 2007                                                   

AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR   
AND FINANCIAL YEAR-END OPTION VALUES                                            

                                                        · Enlarge/Download Table

                   SECURITIES    AGGREGATE    UNEXERCISED OPTIONS AT       VALUE OF UNEXERCISED  
                    ACQUIRED       VALUE        FINANCIAL YEAR END        IN-THE-MONEY OPTIONS   
                   ON EXERCISE    REALIZED               (#)            AT FINANCIAL YEAR END(1) 
       NAME            (#)          ($)      EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
-----------------  -----------  -----------  -------------------------  -------------------------
                                                                                                 
A.P. Franceschini    240,000    $ 4,214,000       112,000 / 90,000        $1,732,060/ $210,300   

D.W. Wilson            nil          nil           26,335 / 11,665           $493,258/ $61,582    

R.L. Alarie           4,700     $    70,560        5000 / 12,000            $46,900/ $67,760     

M.E. Jackson           nil          nil            8001 / 12,999            $78,516/ $71,064     

W.B. Lester           39,000    $   690,200        2334 / 13,666            $12,790/ $83,390     

(1)   The closing price of Stantec's Common Shares on the Toronto Stock Exchange
on December 31, 2004 was $26.48.                                    

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EQUITY COMPENSATION PLAN INFORMATION                                            

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                                                                      NUMBER OF SECURITIES    
                                                                    REMAINING AVAILABLE FOR   
                    NUMBER OF SECURITIES TO                       FUTURE ISSUANCE UNDER EQUITY
                        BE ISSUED UPON        WEIGHTED-AVERAGE         COMPENSATION PLANS     
                          EXERCISE OF         EXERCISE PRICE OF      (EXCLUDING SECURITIES    
  PLAN CATEGORY       OUTSTANDING OPTIONS    OUTSTANDING OPTIONS    REFLECTED IN COLUMN (A))  
                              (A)                    (B)                      (C)             
------------------  -----------------------  -------------------  ----------------------------
                                                                                              
EQUITY                                                                                        
COMPENSATION PLANS                                                                            
APPROVED BY                1,033,833              $   13.63                 44,740(1)         
SECURITYHOLDERS                                                                               

(1)   This number is equal to the maximum number of Stantec options authorized  
     to be issued under the Stantec Share Option Plan (1,754,938) less 676,365
     Stantec options which have been exercised over the life the Stantec Stock
     Option Plan less the 1,033,833 Stantec options outstanding as at December
31, 2004.                                                           

INDEBTEDNESS OF ANY DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS           

Stantec's management is not aware of any:                                       

(a)   indebtedness outstanding to Stantec or any of its subsidiaries by; or     

(b)   guarantees, support agreements, letters of credit or other similar        
arrangements provided by Stantec to;                                

any of Stantec's directors, executive officers, employees or former directors,  
executive officers or employees or of any of Stantec's subsidiaries, at any time
since the commencement of the last completed fiscal year.                       

EMPLOYMENT CONTRACTS                                                            

ANTHONY P. FRANCESCHINI                                                         

Stantec has an employment contract with Mr. Franceschini, effective January 1,  
2003, which provides that Mr. Franceschini will remain Stantec's President and  
CEO until December 31, 2008. The contract provides for:                         

1.    an annual base salary of $375,000,                                        

2.    an annual bonus of 1.5% of Stantec's annual income before deductions for  
employee performance bonuses, executive bonuses and taxes, and      

3.    options for Stantec Common Shares as follows:                             

                                                                · Download Table

NUMBER OF OPTIONS   STRIKE PRICE   VESTING DATE      EXPIRY DATE    
                                                                    
30,000              $16.10         January 3, 2004   January 3, 2010
30,000              $18.85         January 3, 2005   January 3, 2011
30,000              $21.60         January 3, 2006   January 3, 2012
30,000              $24.35         January 3, 2007   January 3, 2013
30,000              $27.10         January 3, 2008   January 3, 2013

If Mr. Franceschini is terminated without cause, he will receive a lump sum     
payment of $750,000.                                                            

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Mr. Franceschini will also receive a $750,000 lump sum payment if he terminates 
his employment within six-months of Stantec undergoing a change of control. A   
change of control, for this purpose, is defined as a situation where a person   
acquires more than 50% of Stantec's Common Shares. A change of control also     
occurs when the nominees of a person holding at least 30% of Stantec's Common   
Shares are elected as directors and comprise a majority of the Board.           

In all other cases Mr. Franceschini may end his employment after giving three   
months' notice.                                                                 

Mr. Franceschini's contract also restricts Mr. Franceschini from competing with 
Stantec, soliciting Stantec employees, and soliciting Stantec clients for a     
period of two years following termination of his employment.                    

DONALD W. WILSON                                                                

Stantec Consulting has an employment contract with Donald W. Wilson effective   
October 31, 2001. The contract provides Mr. Wilson with a bi-weekly salary and a
discretionary annual bonus. Mr. Wilson's bi-weekly salary was set at $8,913.00  
effective January 1, 2005.                                                      

If Stantec Consulting terminates Mr. Wilson without cause, it must make a       
$200,000 lump sum payment to him. Mr. Wilson will also receive a $200,000 lump  
sum payment if he were to end his employment within six-months of Stantec       
undergoing a change in control. A change of control, for this purpose, would    
occur where a person acquires more than 50% of Stantec's common shares or where 
the nominees of a person holding at least 30% of Stantec's common shares are    
elected as directors and comprise a majority of the Board of Directors. In all  
other cases, Mr. Wilson may end his employment after giving Stantec Consulting  
three months' notice.                                                           

Mr. Wilson's agreement restricts Mr. Wilson from competing with Stantec,        
soliciting Stantec employees, and soliciting Stantec clients for a period of two
years following termination of his employment.                                  

RAYMOND L. ALARIE                                                               

Stantec Consulting also has an employment contract with Mr. Alarie effective    
January 1, 2005. This contract provides Mr. Alarie with a bi-weekly salary and a
discretionary annual bonus. Mr. Alarie's bi-weekly salary was set at $9,308.25  
effective January 1, 2005.                                                      

If Stantec Consulting terminates Mr. Alarie's employment without cause, it must 
pay him his base salary earned to the termination date, a termination bonus, and
a one-year compensation payment.                                                

The termination bonus that would be paid to Mr. Alarie would be equal to the    
annual bonus earned by Mr. Alarie in respect of the previous fiscal year        
pro-rated for that portion of the year which elapses from the end of the        
previous fiscal year to the date of termination. If no bonus was paid to Mr.    
Alarie in respect of the previous fiscal year, the termination bonus will be    
based on the bonus paid, if any, to Mr. Alarie in respect of the fiscal year two
years prior to the year the termination occurs.                                 

The one-year compensation payment is calculated as twenty-six (26) times Mr.    
Alarie's biweekly salary at the time of termination plus an amount equal to the 
bonus paid to Mr. Alarie in respect of the fiscal year prior to the year in     
which termination occurs or, if no bonuses have been paid to Stantec's Canadian 
employees generally in that year, an amount equal to the                        

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bonus, if any, paid to Mr. Alarie in respect of the fiscal year two years prior 
to the year in which termination occurs.                                        

Mr. Alarie would also be paid his base salary earned to the termination date, a 
termination bonus, and a one-year compensation payment if he were to end his    
employment within six-months of Stantec undergoing a change in control. A change
of control, for this purpose, would occur where a person acquires more than 50% 
of Stantec's common shares or where the nominees of a person holding at least   
30% of Stantec's common shares are elected as directors and comprise a majority 
of the Board of Directors. In all other cases, Mr. Alarie may end his employment
after giving Stantec Consulting three months' notice.                           

Mr. Alarie's contract also restricts Mr. Alarie from competing with Stantec,    
soliciting Stantec employees, and soliciting Stantec clients for a period of two
years following termination of his employment.                                  

MARK E. JACKSON                                                                 

Stantec Consulting has an employment contract with Mr. Jackson effective October
31, 2001. The contract provides Mr. Jackson with a bi-weekly salary and a       
discretionary annual bonus. Mr. Jackson's bi-weekly salary was set at $8,715.00 
effective January 1, 2005.                                                      

If Stantec Consulting terminates Mr. Jackson without cause, it must make a      
$100,000 lump sum payment to him, pay him a bonus equal to 35% of his base      
salary the previous year if no bonus has been paid that year, and pay him a     
bonus of 35% of his base salary in the termination year pro rated for that      
portion of the year which has elapsed to the date of termination. Mr. Jackson   
would also receive a $100,000 lump sum payment and his bonuses should he end his
employment within six-months of Stantec undergoing a change in control.         

A change of control, for this purpose, would occur where a person acquires more 
than 50% of Stantec's common shares or where the nominees of a person holding at
least 30% of Stantec's common shares are elected as directors and comprise a    
majority of the Board of Directors. In all other cases, Mr. Jackson may end his 
employment after giving Stantec Consulting three months' notice.                

Mr. Jackson's contract also restricts Mr. Jackson from competing with Stantec,  
soliciting Stantec employees, and soliciting Stantec clients for a period of two
years following termination of his employment.                                  

W. BARRY LESTER                                                                 

Stantec Consulting entered into an employment contract with W. Barry Lester     
effective December 19, 2002. The contract provides Mr. Lester with a bi-weekly  
salary and a discretionary annual bonus. Mr. Lester's bi-weekly salary was set  
at $9,308.25 effective January 1, 2005.                                         

If Stantec Consulting terminates Mr. Lester's employment without cause, Stantec 
Consulting must pay him his base salary earned to the termination date, a       
termination bonus, and a one-year compensation payment.                         

The termination bonus that would be paid to Mr. Lester would be equal to the    
bonus earned by Mr. Lester in the previous fiscal year pro-rated for that       
portion of the year which elapses from the end of the previous fiscal year to   
the date of termination. If no bonus was paid to Mr. Lester                     

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in the previous fiscal year, the termination bonus will be based on the bonus   
paid, if any, to Mr. Lester in the fiscal year two years prior to the year the  
termination occurs.                                                             

The one-year compensation payment is calculated as twenty-six (26) times Mr.    
Lester's biweekly salary at the time of termination plus an amount equal to the 
bonus paid to Mr. Lester in respect of the fiscal year prior to the year in     
which termination occurs or, if no bonuses have been paid to Stantec's Canadian 
employees generally in that year, an amount equal to the bonus, if any, paid to 
Mr. Lester in respect of the fiscal year two years prior to the year in which   
termination occurs.                                                             

Mr. Lester would also be paid his base salary earned to the termination date, a 
termination bonus, and a one-year compensation payment if he were to end his    
employment within six-months of Stantec undergoing a change in control. A change
of control, for this purpose, would occur where a person acquires more than 50% 
of Stantec's common shares or where the nominees of a person holding at least   
30% of Stantec's common shares are elected as directors and comprise a majority 
of the Board of Directors. In all other cases, Mr. Lester may end his employment
after giving Stantec Consulting three months' notice.                           

Mr. Lester's contract also restricts Mr. Lester from competing with Stantec,    
soliciting Stantec employees, and soliciting Stantec clients for a period of two
years following termination of his employment.                                  

REPORT ON EXECUTIVE COMPENSATION                                                

COMPOSITION OF CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE                  

As described above, the Corporate Governance and Compensation Committee is      
currently comprised of Neilson A. "Dutch" Bertholf, Jr., Robert Bradshaw,       
William D. Grace and Susan E. Hartman, none of which are officers of Stantec.   
During the financial year ended December 31, 2004, Robert E. Flynn was a member 
of this committee, however, upon his retirement on November 4, 2004, Susan E.   
Hartman was appointed to this committee to fill that vacancy.                   

COMPENSATION PHILOSOPHY                                                         

Stantec's executive compensation program is designed to link executive          
compensation to corporate performance. A successful program should ensure that  
executives are motivated to achieve key corporate goals by appropriately        
rewarding them for generating outstanding business results and contributing     
exceptionally to Stantec's leadership and management. Stantec feels that its    
compensation philosophy attracts, retains, and motivates top executives who will
contribute to Stantec's long-term success.                                      

The base salary for each executive officer is determined by the position's      
responsibility, the position's importance to Stantec, and industry standards.   
Base salaries for executives other than the CEO are intended to provide a base  
level of compensation at the low end of the range for comparable positions. The 
amount of money available for executive bonuses is determined annually by the   
Corporate Governance and Compensation Committee and depends on Stantec's annual 
income before deductions for the CEO's bonus, employee performance bonuses,     
executive bonuses, and taxes. Annual bonuses for executive officers are         
discretionary and include a number of factors including individual performance  
and corporate performance. There are no set weights for each factor and factor  
weights may vary from year to year. In 2004, bonuses ranged from 111% to 225% of
base salary for the Named Executive Officers.                                   

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Stantec also has an Employee Share Option Plan to provide long-term incentive to
key employees, including executive officers. The Employee Share Option Plan is  
intended to                                                                     

1.    align the interests of employees and shareholders;            

2.    contribute to the growth of shareholder value;                

3.    constantly improve operating results;                         

4.    retain key employees; and                                     

5.    encourage key employees to become Stantec shareholders.       

Key employees are granted options to purchase shares at the Board's discretion  
with the advice of the Corporate Governance and Compensation Committee. In      
making its decision to award share options, the Board considers the following   
criteria:                                                                       

      -     the employee's ability to contribute to Stantec's long-term success;

-     the value of recognizing employees who may influence Stantec's
future success;                                         

     -     the amount and terms of any existing options which have been issued
to that employee;                                       

-     the recommendation of the CEO; and                            

    -     such other factors as the Board feels are relevant with respect to
any individual key employee.                            

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER                                     

Mr. Franceschini's compensation is determined according to his January 1, 2003  
employment contract. (see "EMPLOYMENT CONTRACTS" above). Mr. Franceschini's     
compensation is comprised of a base salary, an annual incentive bonus, and share
options.                                                                        

Because there are limited direct comparables for the CEO position, Mr.          
Franceschini's base salary was negotiated based on his overall experience,      
responsibility, and performance. His annual incentive bonus is tied directly to 
corporate performance. His share options, issued according to Stantec's Employee
Share Option Plan, are a long-term incentive tied directly to the creation of   
shareholder value.                                                              

The Board believes that the overall CEO compensation package is appropriate as  
it substantially incorporates short-term financial performance (annual incentive
bonuses) as well as long-term financial performance (share options).            

During 2004, Mr. Franceschini's compensation was allocated as follows (based on 
the terms of his employment agreement):                                         

Base Salary: 31%                                                    
Annual Bonus: 69%                                                   

Submitted on behalf of the                                                      
Corporate Governance and Compensation Committee                                 

Robert J. Bradshaw, Chair                                                       
Neilson A. "Dutch" Bertholf, Jr.                                                
William D. Grace                                                                
Susan E. Hartman                                                                

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PERFORMANCE GRAPH                                                               

The following graph compares the total shareholder return for $100 invested in  
Stantec common shares on December 31, 1999 against the total return of the      
S&P/TSX Composite Index over the same period.                                   

(PERFORMANCE GRAPH) 

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE                                    

Stantec carries a directors' and officers' liability insurance policy with a    
maximum coverage of $40,000,000 a year and a $500,000 per claim deductible.     
Under this policy, Stantec is reimbursed for paying directors and officers as   
required, permitted by law, or permitted by Stantec's by-laws when claims are   
made against a director or officer for an alleged or actual wrong committed by  
him/her during the course of his/her duties to Stantec. Coverage also applies,  
with no deductible, to a director or officer where Stantec does not indemnify   
them. There are certain exclusions, including bodily injury, property damage,   
and for acts resulting in personal advantage to which the director or officer   
was not legally entitled. Some exclusions are covered under other insurance     
policies. The coverage is in effect from May 1, 2004 to May 1, 2005 and its     
total premium is $171,000.                                                      

2005 SHAREHOLDER PROPOSALS                                                      

Shareholder proposals must be submitted no later than December 15, 2005 to be   
considered for inclusion in next year's management proxy circular for the       
purposes of the Stantec's 2006 annual shareholder meeting.                      

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ADDITIONAL INFORMATION                                                          

Additional information relating to Stantec is available on SEDAR at             
www.sedar.com.                                                                  

Any person may request and receive the following from Stantec's Corporate       
Secretary:                                                                      

a)    one copy of Stantec's Annual Information Form and one copy of             
     documentation containing information referenced by the Annual Information
Form;                                                               

b)    one copy of Stantec's comparative financial statements for the most       
     recently completed financial year, the accompanying auditor's report, and
    one copy of any of interim financial statements created after the latest
annual financial statements;                                        

c)    one copy of Stantec's most recent Management Proxy Circular in respect of 
    the most recent annual shareholder meeting that involved the election of
directors.                                                          

Stantec may require a non-shareholder to pay a reasonable charge for the        
material requested.                                                             

Financial information about Stantec's financial year ended December 31, 2004 is 
contained in Stantec's financial statements and MD&A, both of which can be found
in Stantec's Annual Report.                                                     

DIRECTORS' APPROVAL                                                             

Stantec's Board has approved the contents of this circular and the distribution 
of the circular to Stantec shareholders.                                        

/s/ JEFFERY S. LLOYD                                                            
JEFFERY S. LLOYD                                                                
Vice President and Secretary                                                    
March 21, 2005                                                                  

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SCHEDULE "A"

 TSX CORPORATE GOVERNANCE GUIDELINES

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      TSX Corporate Governance Guidelines                              Stantec Compliance                   
--------------------------------------------------  --------------------------------------------------------
                                                                                                            
1.    The board of directors of every corporation   The Board is responsible for Stantec's stewardship and  
      should explicitly assume responsibility for   it oversees Stantec's conduct, direction, and results.  
      the stewardship of the corporation and, as    It is required to act in Stantec's best interests. The  
      part of the overall stewardship               Board is also required to establish proper business     
      responsibility, should assume responsibility  practices and appropriate ethical standards for Stantec.
      for the following matters:                    As part of this process, the board has adopted written  
                                                    Corporate Governance Guidelines which specifically      
                                                    provide for:                                            

                                                    (a)  Adoption of a Corporate Strategic Planning Process;

                                                    (b)  Managing Risks and Protecting Shareholder Value;   

                                                    (c)  Appointing, Developing and Monitoring Senior       
                                                         Management;                                        

                                                    (d)  Establishing a Communications Policy;              

                                                    (e)  Internal Corporate Controls and Management         
                                                         Information Systems.                               

a.    adoption of a strategic planning process;     The Board is actively involved in Stantec's strategic   
                                                    planning process. One Board meeting a year is devoted to
                                                    a comprehensive and interactive planning session with   
                                                    senior management. The entire Board participates in this
                                                    meeting. This meeting discusses business risks and      
                                                    opportunities. As well, goals and strategies are        
                                                    reviewed and prepared. The Board must approve the       
                                                    strategic plan recommended by management before the plan
                                                    can be implemented. On a quarterly basis, at minimum,   
                                                    the Board reviews management's performance in relation  
                                                    to strategic and operational objectives. Management must
                                                    also obtain Board approval for any transaction that     
                                                    significantly impacts the strategic plan.               

b.    the identification of the principal risks of  The Board identifies Stantec's principal risks based on 
      the corporation's business and ensuring the   its knowledge of the consulting industry, the           
      implementation of appropriate systems to      competitive environment, general economic conditions and
      manage these risks;                           the information provided by management. For a detailed  
                                                    list of Stantec's risks, see the MD&A section of the    
                                                    annual report.                                          

                                                    The Board and Audit Committee ensure that management    
                                                    implements risk management systems. Every quarter, the  
                                                    Board receives an integrated environment, health and    
                                                    safety report. A Director of Risk Management has been   
                                                    appointed to oversee                                    

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      TSX Corporate Governance Guidelines                              Stantec Compliance                   
--------------------------------------------------  --------------------------------------------------------
                                                                                                            
                                                    Stantec's risk management processes.                    

                                                    The Audit Committee regularly reviews financial risk    
                                                    management activities and holds discussions with        
                                                    Stantec's auditors.                                     

c.    succession planning, including appointing,    The Corporate Governance and Compensation Committee     
      training and monitoring senior management;    periodically reviews Stantec's organizational plan and  
                                                    structure and, in particular, reviews the CEO succession
                                                    plan. Appropriate recommendations are made to the Board 
                                                    for approval.                                           

                                                    Succession planning is one of the written objectives of 
                                                    the President and CEO. Senior management performance is 
                                                    annually measured against their written objectives.     

d.    a communications policy for the corporation;  The Board ensures that necessary structures are in place
      and                                           so that Stantec, its shareholders, other stakeholders,  
                                                    and the public can effectively communicate.             

                                                    Stantec has approved policies on material and           
                                                    nonmaterial disclosure and media relations. These       
                                                    policies are available on Stantec's intranet to all     
                                                    staff.                                                  

                                                    All public financial information and annual audited     
                                                    financial statements are reviewed and recommended to the
                                                    Board for approval, through the Audit Committee. The    
                                                    quarterly financial statements are reviewed and released
                                                    by the audit committee. Publicly disclosed information  
                                                    is reviewed and approved by the CEO and Stantec's       
                                                    Director of Communications, and then released as        
                                                    appropriate through news wire services, the general     
                                                    media, shareholder mailings, and Stantec's website.     

                                                    Individual queries, comments, and suggestions can be    
                                                    made at any time by contacting Stantec's head office in 
                                                    Edmonton, Alberta. Dedicated communications and investor
                                                    relations staff are available to respond to inquiries   
                                                    from shareholders, media, and the public.               

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      TSX Corporate Governance Guidelines                              Stantec Compliance                   
--------------------------------------------------  --------------------------------------------------------
                                                                                                            
e.    the integrity of the corporation's internal   The Board ensures the integrity of internal control and 
      control and management information systems.   management information systems through the work and     
                                                    reporting of the Audit Committee.                       

                                                    The Audit Committee reviews how Stantec controls        
                                                    corporate assets and information systems. It also       
                                                    oversees the financial reporting according to Generally 
                                                    Accepted Accounting Principles (GAAP) on an annual or   
                                                    quarterly basis where appropriate or required.          

2.    The board of directors of every corporation   The Board consists of 7 outside/unrelated directors and 
      should be constituted with a majority of      Anthony P. Franceschini, Stantec's President and CEO,   
      individuals who qualify as unrelated          who is an inside/related director. Stantec does not have
      directors. An unrelated director is a         a significant shareholder.                              
      director who is independent of management                                                             
      and is free from any interest and any                                                                 
      business or other relationship which could,                                                           
      or could reasonably be perceived to,                                                                  
      materially interfere with the director's                                                              
      ability to act with a view to the best                                                                
      interests of the corporation, other than                                                              
      interests and relationships arising from                                                              
      shareholding. A related director is a                                                                 
      director who is not an unrelated director.                                                            
      If the corporation has a significant                                                                  
      shareholder, in addition to a majority of                                                             
      unrelated directors, the board should                                                                 
      include a number of directors who do not                                                              
      have interests in or relationships with                                                               
      either the corporation or the significant                                                             
      shareholder and which fairly reflects the                                                             
      investment in the corporation by                                                                      
      shareholders other than the significant                                                               
      shareholder. A significant shareholder is a                                                           
      shareholder with the ability to exercise a                                                            
      majority of the votes for the election of                                                             
      the board of directors.                                                                               

3.    The application of the definition of          The Board, through the Corporate Governance and         
      "unrelated director" to the circumstances of  Compensation Committee, reviews and determines which    
      each individual director should be the        directors are "unrelated" according to the TSX          
      responsibility of the board which will be     guidelines. Anthony P. Franceschini is a related        
      required to disclose on an annual basis       director due to his position as President and CEO. All  
      whether the board has a majority of           other directors are unrelated. Additional information   
      unrelated directors or, in the case of a      about directors may be found in the Election of         
      corporation with a significant shareholder,   Directors section of this information circular.         
      whether the board is constituted with the                                                             
      appropriate number of directors which are                                                             

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      TSX Corporate Governance Guidelines                              Stantec Compliance                   
--------------------------------------------------  --------------------------------------------------------
                                                                                                            

      not related to either the corporation or the                                                          
      significant shareholder. Management                                                                   
      directors are related directors. The board                                                            
      will also be required to disclose on an                                                               
      annual basis the analysis of the application                                                          
      of the principles supporting this                                                                     
      conclusion.                                                                                           

4.    The board of directors of every corporation   The Corporate Governance and Compensation Committee is  
      should appoint a committee of directors       responsible for recommending new members for election to
      composed exclusively of outside, i.e., non-   the Board. This committee is composed entirely of       
      management directors, a majority of whom are  outside and unrelated members.                          
      unrelated directors, with the responsibility                                                          
      for proposing to the full board new nominees  The Corporate Governance and Compensation Committee is  
      to the board and for assessing directors on   responsible for annually assessing how the Board and    
      an ongoing basis.                             Board committees perform. The Committee assesses        
                                                    appropriate director skills and characteristics based on
                                                    the Board's current makeup and Stantec's current        
                                                    affairs. This assessment considers skills, judgment,    
                                                    integrity, experience, profile, business prospects and  
                                                    other appropriate factors in the context of the         
                                                    perceived needs of Stantec and the Board at that time.  

5.    Every board of directors should implement a   As required and annually at minimum, the Corporate      
      process to be carried out by the nominating   Governance and Compensation Committee reviews and       
      committee or other appropriate committee for  recommends to the Board the need for new committees, how
      assessing the effectiveness of the board as   committees should be composed, and who should chair     
      a whole, the committees of the board and the  committees. The Committee is guided by the opinion that 
      contribution of individual directors.         Board committees should generally be composed of        
                                                    unrelated directors and that committee membership should
                                                    be rotated periodically. Every year, the Committee      
                                                    surveys directors who provide feedback on the Board's   
                                                    effectiveness as a whole and or individual Board        
                                                    members. The Committee recommends changes based on these
                                                    survey results.                                         

6.    Every corporation, as an integral element of  Stantec continually updates its directors' reference    
      the process for appointing new directors,     manual. The directors can obtain current information by 
      should provide an orientation and education   accessing Stantec's intranet including special secured  
      program for new recruits to the board.        content. As well, during the year, senior managers      
                                                    appear at Board meetings to make presentations about    
                                                    particular aspects of Stantec's business.               

                                                    At least one meeting a year is held at a location other 
                                                    than Stantec's head office This gives the               

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      TSX Corporate Governance Guidelines                              Stantec Compliance                   
--------------------------------------------------  --------------------------------------------------------
                                                                                                            
                                                    Board the opportunity to meet with local managers in    
                                                    various areas where Stantec operates.                   

                                                    Two new board members were appointed in November 2004.  
                                                    These new directors will undergo an orientation and     
                                                    education program that details Stantec's business,      
                                                    current issues, corporate strategies, and director      
                                                    responsibilities.                                       

7.    Every board of directors should examine its   The Board presently has eight members. The Board thinks 
      size and, with a view to determining the      that this size is appropriate for its members to        
      impact of the number upon effectiveness,      effectively and responsibly manage Stantec's business.  
      undertake where appropriate, a program to     The Board recognizes that the demands on directors may  
      reduce the number of directors to a number    evolve as Stantec develops. Stantec's geographic        
      which facilitates more effective decision-    presence and the individual expertise of current members
      making.                                       is considered when the Board's size and composition is  
                                                    reviewed annually.                                      

8.    The board of directors should review the      The Corporate Governance and Compensation Committee     
      adequacy and form of the compensation of      reviews and recommends to the Board how Board members   
      directors and ensure the compensation         should be compensated. To do this, the Committee        
      realistically reflects the responsibilities   analyzes time commitments, fees payable in similar      
      and risk involved in being an effective       organizations, and the responsibility of directors.     
      director.                                                                                             

9.    Committees of the board of directors should   All Board committees are composed entirely of unrelated 
      generally be composed of outside directors,   directors. The Board has appointed two committees: the  
      a majority of whom are unrelated directors,   Audit Committee and the Corporate Governance and        
      although some board committees, such as the   Compensation Committee.                                 
      executive committee, may include one or more                                                          
      inside directors.                             For further information about the scope and membership  
                                                    of each committee, please see pages 13-16 of this       
                                                    information circular.                                   

10.   Every board of directors should expressly     The Corporate Governance and Compensation Committee is  
      assume responsibility for, or assign to a     responsible for corporate governance issues. The        
      committee of directors the general            Committee is composed entirely of unrelated directors   
      responsibility for, developing the            and it has a detailed written mandate approved by the   
      corporation's approach to governance issues.  Board which specifies its responsibility for corporate  
      This committee would, amongst other things,   governance issues.                                      
      be responsible for the corporation's                                                                  
      response to these governance guidelines.                                                              

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      TSX Corporate Governance Guidelines                              Stantec Compliance                   
--------------------------------------------------  --------------------------------------------------------
                                                                                                            
11.   The board of directors, together with the     The Board's Corporate Governance Guidelines, , specify  
      CEO, should develop position descriptions     the Board's duties and responsibilities. The Guidelines 
      for the board and the CEO, involving the      are updated annually, as appropriate.                   
      definition of the limits to management's                                                              
      responsibilities. In addition, the board      The CEO's mandate is to conduct Stantec's day-today     
      should approve or develop the corporate       business and affairs and he is responsible for          
      objectives which the CEO is responsible for   implementing the Board's strategies, goals, and         
      meeting.                                      directions.                                             

                                                    The CEO's written mandate is reviewed and approved by   
                                                    the Board annually.                                     

12.   Every board of directors should have in       The Corporate Governance and Compensation Committee is  
      place appropriate structures and procedures   responsible for administering the Board's relationship  
      to ensure that the board can function         with CEO and the rest of management, ensuring that the  
      independently of management. An appropriate   Board is able to function independently of management.  
      structure would be to (i) appoint a chair of  The Board holds an executive session without management 
      the board who is not a member of management   presence at the end of each Board meeting. Standing     
      with responsibility to ensure the board       items of the executive session's agenda are CEO         
      discharges its responsibilities or (ii)       performance and succession planning.                    
      adopt alternative means such as assigning                                                             
      this responsibility to a committee of the     The Board's independence is further enabled by the      
      board or to a director, sometimes referred    separation of the positions of Chairman and President & 
      to as the "lead director". Appropriate        CEO. The Chairman of the Board is an outside, unrelated 
      procedures may involve the board meeting on   director.                                               
      a regular basis without management present                                                            
      or may involve expressly assigning the        Directors can retain external advisors with the         
      responsibility for administering the board's  Corporate Governance and Compensation Committee's       
      relationship to management to a committee of  approval.                                               
      the board.                                                                                            

13.   The audit committee of every board of         The Audit Committee is comprised entirely of unrelated  
      directors should be composed only of outside  directors. Its Terms of Reference are reviewed and      
      directors. The roles and responsibilities of  approved by the Board annually.                         
      the audit committee should be specifically                                                            
      defined so as to provide appropriate          The Board believes all Audit Committee members are      
      guidance to audit committee members as to     "financially literate" and have "accounting or related  
      their duties. The audit committee should      financial experience" as defined by the TSX Guidelines. 
      have direct communication channels with the                                                           
      internal and external auditors to discuss     According to its terms of reference, the Committee      
      and review specific issues as appropriate.    monitors, evaluates, advises, approves, and makes       
      The audit committee duties should include     recommendations on matters affecting Stantec's external 
      oversight responsibility for management       audits, internal audits, risk management matters, and   
      reporting on internal control. While it is    financial reporting and accounting control policies and 
      management's responsibility to design and     practices.                                              
      implement an effective system of internal                                                             
      control, it is the responsibility of the      The Audit Committee meets with the external             
      audit committee to                                                                                    

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         ensure that management has done so.        auditors at least twice a year without management. A    
                                                    quality assessment discussion regarding Stantec's annual
                                                    and interim financial reporting and accounting          
                                                    principles is held at least once a year.                

                                                    The Committee is responsible for assessing the external 
                                                    auditor's performance. The Committee also considers     
                                                    whether to reappoint the external auditor and how to    
                                                    compensate the external auditor. The Committees         
                                                    recommendations are passed to the Board.                

                                                    The Audit Committee must approve, before the fact, all  
                                                    non-audit services performed by the external auditor.   
                                                    The Committee considers how the non-audit work will     
                                                    affect the external auditor's independence.             

14.   The board of directors should implement a     Individual directors may engage outside advisers at any 
      system which enables an individual director   time with the approval of the Corporate Governance and  
      to engage an outside advisor at the expense   Compensation Committee.                                 
      of the corporation in appropriate                                                                     
      circumstances. The engagement of the outside                                                          
      advisor should be subject to the approval of                                                          
      an appropriate committee of the board.                                                                

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SCHEDULE "B"

 OPTION RESOLUTION

WHEREAS the Board of Directors has amended Stantec's Employment Share Option    
Plan to set the number of Common Shares reserved for issuance pursuant thereto; 

AND WHEREAS shareholder approval is required to confirm such amendments.        

BE IT RESOLVED THAT:                                                            

1.    Stantec's Employee Share Option Plan (the "Plan") be amended to provide   
that the maximum number of Common Shares which may be reserved for  
issuance for all purposes under the Plan shall be equal to 1,892,718
   Common Shares, being 10% of the issued and outstanding Common Shares on
March 21, 2005 (on a non-diluted basis) and further subject to the  
   applicable rules and regulations of all regulatory authorities to which
the Corporation is subject, including the Toronto Stock Exchange.   

2.    any of Stantec's officers is hereby authorized to execute and deliver, for
     and on Stantec's behalf, all such documents and to do all such other acts
    and things as may be considered necessary or desirable to give effect to
this resolution.                                                    

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SCHEDULE "C"

 BY-LAW RESOLUTION

WHEREAS effective September 16, 2004, the board of directors amended Stantec    
Inc.'s bylaws to change director residency requirements and change the quorum   
requirements as described in the following resolution;                          

AND WHEREAS shareholder approval is required to confirm such amendments.        

BE IT RESOLVED THAT:                                                            

1.    The amendment of By-law No. 1 of the Corporation                          

    (i)   deleting existing section 3.3 of the By-law in its entirety and by
inserting the following text in replacement thereof:    

           "3.3. Residency. - At least fifty (50%) percent of the directors of
         the Corporation shall be resident Canadians; provided that if the
      Corporation has less than four (4) directors, at least two (2)
directors must be a resident Canadians."; and           

    (ii)  deleting existing section 4.8 of the By-law in its entirety and by
inserting the following text in replacement thereof:    

         "4.8. Quorum. - Six directors or such greater or lesser number as
        the directors may from time to time determine shall constitute a
           quorum for the transaction of business at any meeting of directors.
 The Board shall not transact business at a meeting unless
          twenty-five (25%) percent of the directors present at such meeting
are resident Canadians, unless                          

      (a)   a resident Canadian director who is unable to be present
              approves in writing, or by telephonic, electronic or other
          communication facility, the business transacted at the
meeting; and                                

           (b)   the required number of resident Canadian directors would have
                been present had that director been present at the meeting."

is hereby confirmed with effect from September 16, 2004 and any director or     
officer is directed to certify that confirmation by the amendment to By-law No. 
1.                                                                              

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SCHEDULE "D"

ARTICLE RESOLUTION

WHEREAS on February 24, 2005, the Board of Directors resolved to amend Stantec's
articles relating to the appointment of new directors in the period between     
annual shareholder meetings;                                                    

AND WHEREAS shareholder approval is required to confirm such amendments.        

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:                                    

1.    the following amendment to the Articles of the Corporation be and is      
 hereby approved: Pursuant to section 173(1)(m) of the Canada Business
      Corporations Act, the Articles of the Corporation be amended by adding the
following provision to the end of item 5 of the Articles:           

"Subject to the foregoing, the directors may, between annual general
   meetings of the shareholders, appoint one or more additional directors,
     who shall hold office for a term expiring not later than the close of the
next annual general meeting of shareholders, but the total number of
     additional directors so appointed shall not at any time exceed one- third
    of the number of directors who held office at the conclusion of the last
annual general meeting of shareholders."                            

2.    any director or officer of the Corporation alone is hereby authorized on  
     behalf of the Corporation to execute articles of amendment containing the
   amendment as set out herein and to submit such articles of amendment to
Industry Canada for filing.                                         

39

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 40FR12B Filing		Date		First		Last			Other Filings
		12/11/93		8
		12/31/99		28
		10/31/01		24		25
		5/17/02		8
		12/19/02		25
		1/1/03		23		27
		1/3/04		23
		5/1/04		28
		5/27/04		13
		6/1/04		13
		9/16/04		10		38
		11/4/04		14		26
		12/31/04		5		29
		1/1/05		24		25
		1/3/05		23
		2/24/05		8		39
		3/21/05		4		37
		5/1/05		28
		5/6/05		5		6
		5/10/05		1		6			425
		5/31/05		13
Filed On / Filed As Of		8/3/05							F-X
		12/14/05		22
		12/15/05		28
		1/3/06		23
		12/14/06		22
		1/3/07		23
		12/14/07		22
		1/3/08		23
		12/31/08		23
		12/14/11		22
		1/3/13		23
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