Mr. Ian Edwards reports

ATKINSREALIS SIGNS AGREEMENTS TO SELL ALL OF ITS REMAINING 6.76% INTEREST IN HIGHWAY 407 ETR TO FERROVIAL AND CPP INVESTMENTS FOR UP TO APPROXIMATELY $2.79 BILLION

Atkinsrealis Group Inc. has entered into agreements with a subsidiary of Ferrovial SE and with a subsidiary of the Canada Pension Plan Investment Board (CPP Investments) to sell all of its remaining 6.76-per-cent interest in the shares of 407 International Inc. (Highway 407 ETR), a toll highway traversing the Greater Toronto Area, Ontario, Canada, for total gross proceeds of up to approximately $2.79-billion.

The sale of Atkinsrealis's remaining 6.76-per-cent interest in Highway 407 ETR will be concluded through a share purchase agreement and a put and call option agreement:

• Sale of 5.06-per-cent interest in Highway 407 ETR to Ferrovial:
  • This transaction is structured in two tranches, with 3.30 per cent of the shares of Highway 407 ETR being sold under a share purchase agreement, payable at closing, and the remaining 1.76 per cent to be sold under a put and call option agreement, upon exercise of either Ferrovial's call option or upon exercise of Atkinsrealis's put option during the 18-month postclosing period.
  • The overall transaction for the 5.06 per cent interest in Highway 407 ETR is priced at approximately $2.09-billion, with the exercise price for the put and call option to be adjusted, based on an agreed formula taking into account when it will be exercised.
• Sale of 1.70-per-cent interest in Highway 407 ETR to CPP Investments:
  • Under the same share purchase agreement entered into with Ferrovial, CPP Investments has agreed to purchase 1.70 per cent of the shares of Highway 407 ETR, with CPP Investments having up to approximately 18 months to pay the purchase price, although such deferred consideration could be paid earlier. This transaction is priced at approximately $700-million, with the purchase price to be adjusted, based on an agreed formula taking into account when it will be paid.

The closing of the sale transactions under the share purchase agreement and the Ferrovial put and call agreement is conditional on the closing of the sale of CPP Investments' 7.51-per-cent interest in the shares of Highway 407 ETR to the Public Sector Investment Board (PSP Investments), as well as other customary closing conditions. These transactions are expected to close during the second quarter of 2025.

"As we indicated at our June, 2024, investor day, while Highway 407 ETR is a truly unique and exceptional asset -- and one that we are proud to have helped construct -- our strategy in 'delivering excellence and driving growth' is to build a world-class engineering services and nuclear company. The sale of our stake in Highway 407 ETR will allow us to accelerate on the delivery of our strategy and create further value for our shareholders," said Ian L. Edwards, president and chief executive officer of Atkinsrealis.

Net proceeds from the transactions will be deployed in line with the company's capital allocation priorities outlined at its 2024 investor day, and based on what management and the board of directors believe would be in the best interests of the company and most accretive to shareholder value over time. This would include paying down indebtedness, potentially financing additional growth through small- and mid-size acquisitions and returning capital to shareholders. Management expects a mid-to-high single-digit percentage effective cash tax rate on the net gain on the sale through the use of the company's available non-capital losses.

RBC Capital Markets is acting as financial adviser, and Norton Rose Fulbright is acting as legal adviser to Atkinsrealis.

About Atkinsrealis Group Inc.

Created by the integration of long-standing organizations dating back to 1911, Atkinsrealis is a world-class engineering services and nuclear company dedicated to engineering a better future for the planet and its people. The company creates sustainable solutions that connect people, data and technology to transform the world's infrastructure and energy systems. Atkinsrealis deploys global capabilities locally to its clients and delivers unique end-to-end services across the whole life cycle of an asset, including: consulting, advisory and environmental services, intelligent networks and cybersecurity, design and engineering, procurement, project and construction management, operations and maintenance, decommissioning, and capital. The breadth and depth of the company's capabilities are delivered to clients in strategic sectors, such as engineering services, nuclear and capital.

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