Mr. Jean-Louis Servranckx reports

AECON ANNOUNCES AGREEMENT TO PURCHASE PREFERRED SHARES OF AECON UTILITIES

Aecon Group Inc. has entered into an agreement to purchase the convertible preferred equity investment held by funds managed by Power Opportunities of Oaktree Capital Management LP in Aecon's utility infrastructure subsidiary, Aecon Utilities Group Inc., with closing expected to occur in the fourth quarter of 2026.

Highlights:

• $320-million purchase price, implying a $1.2-billion equity value for Aecon Utilities;
• Aecon secures its 100-per-cent interest in Aecon Utilities by acquiring Oaktree's as-converted 27.5-per-cent ownership interest in Aecon Utilities;
• Positions Aecon to capture the full economic benefit associated with Aecon Utilities' electrical, communications and pipeline distribution end markets;
• Strengthens integrated One Aecon platform and ability to deliver comprehensive solutions to power and utility clients;
• Expected to be accretive to adjusted earnings per share and to be financed from existing cash resources and available credit facility capacity;
• Simplifies Aecon's capital structure and reduces complexity of financial reporting.

The $320-million purchase price for the preferred shares is based on Oaktree's as-converted 27.5-per-cent ownership interest in Aecon Utilities and represents an equity value of $1.2-billion and an enterprise value of $1.5-billion for Aecon Utilities. The transaction implies a 13.0 times enterprise value multiple to Aecon Utilities' trailing 12-month acquisition-related pro forma adjusted earnings before interest, taxes, depreciation and amortization to March 31, 2026.

Aecon Utilities is a leading North American provider of utility infrastructure solutions operating across three core end markets: electrical, communications and pipeline distribution. Since the completion of Oaktree's preferred shares investment in fourth quarter 2023, Aecon Utilities has developed into a larger and more diversified utility service platform with greater exposure to electrical end markets (approximately 49 per cent of TTM acquisition-related pro forma revenue to March 31, 2026) and a greater presence in the United States (approximately 26 per cent of TTM acquisition-related pro forma revenue to March 31, 2026), which are both largely underpinned by long-term repeatable work programs through master service agreements.

The transaction is expected to provide immediate and long-term benefits to Aecon, including:

• Full capture of Aecon Utilities' growth in target end markets: Aecon Utilities is positioned for opportunities tied to strong demand trends in electrical, communications and energy infrastructure, supported by utility capital investment programs, data-centre-driven demand dynamics, and connectivity requirements in Canada and the U.S.
• Integrated and enhanced operating platform: increasing procurement pipeline of major projects and programs that will benefit from a fully integrated delivery platform. The transaction enables stronger alignment between Aecon Utilities, Aecon's other construction sectors and the concessions segment, while enhancing Aecon's overall presence and exposure in target markets.
• Simplifies Aecon's capital structure with meaningful financial benefits: Elimination of the preferred shares of Aecon Utilities from Aecon's capital structure is expected to be accretive to Aecon's adjusted earnings per share. The simplified ownership structure will allow Aecon to optimize its financial capacity to support growth and invest in operations in a more efficient manner.

"This transaction accelerates Aecon's overall growth in target markets, augments our self-perform offering with cross-selling opportunities and enhances our ability to expand into growing regions with attractive project pipelines under a One Aecon approach," said Jean-Louis Servranckx, president and chief executive officer, Aecon.

"We were pleased to have partnered with an experienced and value-added investor in Oaktree to continue Aecon Utilities' growth in Canada and the U.S., and each have benefited greatly from the partnership," said Eric MacDonald, executive vice-president, Aecon Utilities.

Jimmy Lee, managing director and assistant portfolio manager in Oaktree's Power Opportunities Group, said: "Aecon Utilities' strong competitive position, long-term customer relationships and exposure to numerous market tailwinds provided an exceptional foundation for growth. We were proud to bring our resources and relationships to support Aecon Utilities' talented leadership team and employees as they executed their strategic plan over the course of our investment."

"Aecon Utilities is widely known as a leading provider of mission-critical recurring utility infrastructure services with an unwavering commitment to work force safety and exceptional quality. We were delighted to contribute our knowledge and expertise in its organic and acquisitive growth across Canada and in the United States," said Andrew Moir, managing director in Oaktree's Power Opportunities Group.

Closing of the transaction is expected to take place in the fourth quarter of 2026 and to be financed through Aecon's existing cash resources and available credit facility capacity. The carrying value of the preferred shares of Aecon Utilities at June 30, 2026, is expected to be equal to the purchase price, with the unrealized loss on derivative financial instrument reflected in finance costs.

Additional information regarding the terms of the transaction will be included in a material change report available through Aecon's profile on SEDAR+. This press release is only a summary of certain principal terms of the transaction and is qualified in its entirety by reference to the more detailed information contained in the material change report.

Advisers

CIBC Capital Markets is serving as financial adviser to Aecon, and Davies Ward Phillips & Vineberg LLP is serving as legal counsel. CIBC Capital Markets provided an opinion to the board of directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be paid by the company pursuant to the share purchase agreement to be entered into to effect the transaction was fair, from a financial point of view, to the company.

About Aecon Group Inc.

Aecon Group is a North American construction and infrastructure development company with global experience. Aecon delivers integrated solutions to private and public sector clients through its construction segment in the civil, urban transportation, nuclear, utility and industrial sectors, and provides project development, financing, investment, management, and operations and maintenance services through its concessions segment.

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