Mr. Alexandre L'Heureux reports

WSP CONFIRMS SUBMISSION OF NON-BINDING INDICATIVE EXPRESSION OF INTEREST TO ARCADIS N.V. TO ACQUIRE ALL ISSUED AND OUTSTANDING SHARES IN THE CAPITAL OF ARCADIS N.V. FOR AN OFFER PRICE OF EUR 51.50 PER SHARE

WSP Global Inc. has confirmed, following the recent market speculation and the Arcadis press release on July 24, that it has made an indicative proposal to the executive board and supervisory board of Arcadis NV setting out in detail its views on the rationale and benefits of combining Arcadis and WSP by way of a friendly, recommended public offer for the entire issued and outstanding ordinary share capital of Arcadis for a consideration of 51.50 euros per ordinary Arcadis share.

Highlights:

• WSP submitted an indicative non-binding proposal to acquire all issued and outstanding shares in the capital of Arcadis on July 23, 2026;
• Intended offer consideration of 51.50 euros per ordinary share (cum dividend);
• A combination of WSP and Arcadis, if completed, would be accretive and yield significant synergies and operational leverage opportunities: expected to be high-single-digit-percentage accretive before any synergies and mid-teens-percentage accretive to WSP's adjusted net earnings per share once synergies are realized (for the financial year ended Dec. 31, 2025, basic net earnings per share attributable to shareholders was $7.38 and adjusted net earnings per share was $9.58); furthermore, the combination is also geographic, data, domain expertise, client and capability accretive;
• Offer consideration represents a fair and highly attractive value to Arcadis shareholders, implying a premium of 45.8 per cent over the unaffected closing price per share of 35.32 euros on July 22, 2026, and 48.1 per cent over the three-month VWAP (volume-weighted average price), 59.0 per cent over the six-month VWAP and 41.6 per cent over the 12-month VWAP;
• Arcadis shareholders would be provided with the flexibility to elect for immediate certainty of value through cash consideration, and/or to elect WSP stock and participate in the future value creation of the combined business; the overall consideration would be approximately half shares and half cash;
• WSP would welcome the Lovinklaan Foundation and Katalys as important reference shareholders; WSP deeply respects the goals and responsibilities of the Lovinklaan Foundation and Katalys and is committed to a similar role in the combined organization; under the assumption that Lovinklaan Foundation and Katalys elect to receive only WSP shares, the non-foundation Arcadis shareholders will receive approximately 65 per cent in cash and 35 per cent in WSP shares as consideration;
• Opportunity to significantly accelerate technological innovation, including investments in AI (artificial intelligence), at an entirely new scale; together, WSP and Arcadis will have more proprietary data, more engineering knowledge and access to more clients;
• The combination, if completed, would unite two highly complementary firms creating a global champion with significantly expanded presence in North America, the United Kingdom, Australia and Central Europe;
• The combination, if completed, would result in significantly enhanced capabilities across high-growth verticals, including water, advanced manufacturing (including, but not limited to, data centres, pharmaceuticals and semiconductors), advisory, digital, and program and project management, in line with WSP's 2025-2027 global strategic action plan;
• This combination, if completed, would also bring enhanced scale, diversification and resilience to the benefit of all stakeholders, including employees, shareholders, clients, partners and the communities in which WSP operates;
• WSP's proposal is not contingent on any financing condition, and WSP intends to maintain its continued balance sheet strength and strong investment-grade profile;
• Indicative proposal reflects a revised improved proposal following WSP's earlier proposal shared with Arcadis on July 1, 2026, which was rejected by Arcadis;
• WSP has provided its proposal to the executive board and the supervisory board of Arcadis and has invited them to discuss such proposals with a view to reaching a friendly, recommended transaction.

This proposal follows several interactions and discussions between Arcadis's and WSP's chairmen and chief executive officers over the past six months. In addition, on July 1, WSP submitted an initial non-binding indicative proposal to Arcadis to acquire all issued and outstanding shares for a consideration of 48.50 euros per share. Such proposal was subsequently rejected by Arcadis on July 14.

A definitive agreement has not been entered into, and any potential transaction remains subject to an agreement on terms between WSP and Arcadis. There can be no assurance that a transaction will be concluded and that the conditions to which it may be subject would be met.

WSP has noted Arcadis's observations in its press release of July 24, 2026, and in its letter rejecting WSP's initial proposal on July 14, 2026, that the initial proposal did not address concerns regarding strategic fit, cultural fit, deal certainty and other stakeholders' interests. WSP believes that the initial proposal addressed these matters and other elements, including, but not limited to, strategic rationale, governance, integration, non-financial covenants, and the roles of the Lovinklaan Foundation and Katalys, in detail. WSP sought to clarify these concerns by seeking constructive engagement with Arcadis on these topics.

To date, the boards of Arcadis have not accepted WSP's multiple invitations to discuss the proposals and negotiate a friendly, recommended transaction. WSP reiterates its invitation to the boards of Arcadis to discuss its latest proposal and address any remaining concerns through constructive engagement.

Further details of the proposal

The indicative proposal envisages an offer consideration of 51.50 euros (cum dividend) per ordinary Arcadis share, representing:

• A premium of approximately 45.8 per cent over the unaffected share price of 35.32 euros per ordinary share on July 22, 2026;
• A premium of approximately 48.1 per cent relative to the three-month VWAP of 34.77 euros per ordinary share on July 22, 2026;
• A premium of approximately 59.0 per cent over the six-month VWAP of 32.38 euros per ordinary share on July 22, 2026;
• A premium of approximately 41.6 per cent relative to the 12-month VWAP of 36.36 euros per ordinary share on July 22, 2026.

Under the indicative proposal, Arcadis shareholders would have the ability to elect to receive their preference of cash or WSP shares, subject to proration mechanics if either election is oversubscribed. The consideration would be approximately half cash and half WSP shares over all. Arcadis shareholders electing the share component would have the opportunity to participate in the future upside of the combined company. The transaction is expected to be high-single-digit-percentage accretive before synergies and mid-teens-percentage accretive to WSP's adjusted net earnings per share once synergies and operational leverage opportunities are realized (for the financial year ended Dec. 31, 2025, basic net earnings per share attributable to shareholders were $7.38 and adjusted net earnings per share were $9.58). Furthermore, the combination is also geographic, data, domain expertise, client and capability accretive.

WSP would welcome the Lovinklaan Foundation and Katalys to become among its leading shareholders. WSP deeply respects the goals and responsibilities of the Lovinklaan Foundation and Katalys and is committed to a similar role across the combined organization. Under the assumption that the Lovinklaan Foundation and Katalys elect to receive only WSP shares, the non-foundation shareholders will receive approximately 65 per cent cash and 35 per cent WSP shares as consideration, subject to proration mechanics as described above.

WSP's proposal is not contingent on any financing condition and would provide Arcadis shareholders with an attractive value. WSP has maintained one of the strongest balance sheets in the industry, reflected by its investment-grade credit rating. WSP is expected to retain a strong balance sheet and a strong investment-grade profile following completion of a transaction on the terms set out in the indicative proposal.

Stronger businesses together

WSP believes the proposal represents a unique and highly compelling opportunity to bring together two complementary businesses at a pivotal moment for the engineering industry, enhance client delivery capabilities, and strengthen the combined platform's scale, diversification and resilience.

The AI-driven transformation reshaping the world will reward global firms with the deepest expertise and broadest global platforms. The engineering industry will be amplified by AI and WSP, together with Arcadis, will be well positioned to lead the transformation. The combination with Arcadis would create greater combined intellectual capital and accelerate technological innovation with more proprietary project data, more engineering knowledge, more opportunities, and ultimately better outcomes for WSP and Arcadis stakeholders.

A combination with WSP would derisk Arcadis's stand-alone strategic and operational improvement plans and would accelerate Arcadis's strategic objectives across its stated goals, including scale, growth, digital, innovation, client centricity, sustainability and financial profile. WSP believes a combination of Arcadis and WSP is in the best interests of Arcadis and would be financially and strategically compelling and beneficial to Arcadis's stakeholders, with expected benefits including:

• Strengthening the combined platform by creating scale, diversification and resilience across geographies and end markets;
• Enhancing the value proposition to clients through deeper, more efficient and more comprehensive solutions, unlocking significant revenue acceleration opportunities;
• Unlocking cross-selling opportunities across the combined client base, benefiting from complementary capabilities across practice areas;
• Accelerating AI and digital capabilities through combining complementary technology investments and AI-enabled delivery platforms;
• Significant operating leverage and synergies driving greater efficiency and enabling reinvestment in talent, technology and growth;
• Creating an employer of choice with improved career development, mobility and learning opportunities, and an enhanced talent proposition;
• WSP would welcome the Lovinklaan Foundation to continue and expand its important role as significant shareholder in the combination, extending its programs and initiatives across all 120,000 employees (approximately).

Alexandre L'Heureux, chief executive officer of WSP, stated: "We have enormous respect for Arcadis, its remarkable 135-year heritage, its management and talented people, and the long-standing relationship our organizations have built as partners on some of the world's most important projects. We believe that bringing WSP and Arcadis together would create a uniquely strong global platform, better equipped to meet evolving client needs, accelerate innovation and AI adoption through proprietary project data and intellectual capital, invest in talent, and deliver sustainable long-term value for shareholders, employees, clients and communities alike. As our industry is changing, with increasing complexity and accelerating consolidation, we believe the time is right to unite two highly complementary organizations with shared values, cultures and ambitions. We are approaching this opportunity in a spirit of partnership and respect and are excited about the opportunity to onboard Arcadians on this exciting journey together. We look forward to engaging constructively with the boards of Arcadis to explore a friendly, recommended transaction that unlocks the full potential of our combined future."

WSP is ready to move swiftly and is positioned to complete confirmatory due diligence within a short period of time after having been granted access to requested information, in parallel with the negotiation of a merger agreement consistent with public takeover practice in the Netherlands. WSP expects such merger agreement to be customary for transactions of this nature, in particular with respect to non-financial covenants relating to employees, governance, strategy and organizational set-up, clients, partners, the Arcadis identity and brand, and ESG (environmental, social and governance) and CSR (corporate social responsibility). WSP has made a detailed and specific proposal to the Arcadis boards in this context.

The proposed transaction would be subject to customary preoffer and offer conditions precedent for a transaction of this nature, including, but not limited to, the recommendation by the executive board and supervisory board, a minimum acceptance level, and customary regulatory conditions.

Further announcements will be made if and when appropriate or required.

About WSP Global Inc.

WSP is one of the world's leading engineering, science and infrastructure solutions firms, uniting its engineering, advisory and science-based expertise to shape communities to advance humanity. From local beginnings to a globe-spanning presence today, WSP operates in over 50 countries and employs approximately 83,000 professionals, known as Visioneers. Together, they pioneer solutions and deliver innovative projects in the transportation, infrastructure, environment, building, energy, water, mining and metals sectors. WSP is publicly listed on the Toronto Stock Exchange (symbol: WSP).

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