##### 



Exhibit 2




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##### 



TABLE OF CONTENTS
 STANTEC INC. ANNUAL INFORMATION FORM
    
    
    4CORPORATE STRUCTURE
    
    
    4Name, Address and Incorporation
    
    
    4Intercorporate Relationships
    
    
    5GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    7Three-Year History
    
    
    7Significant Acquisitions
    
    
    8Current Trends
    
    
    8DESCRIPTION OF THE BUSINESS
    
    
    8Business Units
    
    
    9Consulting Services Business Unit
    
    
    10Acquisitions
    
    
    13Research and Development
    
    
    14Employees
    
    
    14Competitive Conditions
    
    
    14Social or Environmental Policies
    
    
    15Foreign Operations
    
    
    15Dividend Policy
    
    
    15RISK FACTORS
    
    
    15Managing Stantecs Risks
    
    
    24DESCRIPTION OF CAPITAL STRUCTURE
    
    
    24Preferred Shares
    
    
    25Common Shares
    
    
    25MARKET FOR SECURITIES
    
    
    25AUDIT COMMITTEE INFORMATION
    
    
    26Audit Committee Terms of Reference
    
    
    26Composition of the Audit Committee
    
    
    26Pre-Approval Policy
    
    
    27External Auditor Service Fees
    
    
    27DIRECTORS AND OFFICERS
    
    
    27LEGAL PROCEEDINGS
    
    
    29TRANSFER AGENT
    
    
    30MATERIAL CONTRACTS
    
    
    30
 Page 2




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##### 



INTERESTS OF EXPERTS
    
    
    30ADDITIONAL INFORMATION
    
    
    30APPENDIX I
    
    
    32APPENDIX II
    
    
    33
 Page 3




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##### 



STANTEC INC.
    
    ANNUAL INFORMATION FORMMARCH 30, 2006
 Caution Regarding Forward-Looking Statements
     
    
    global capital market activities;
    
    interest rate and currency value fluctuations;
    
    the effects of war or terrorist activities;
    
    the effects of disease or illness on local, national or international economies;
    
    the effects of disruptions to public infrastructure, such as transportation, communications;
    
    power or water supply disruptions;
    
    industry and worldwide economic and political conditions;
    
    regulatory and statutory developments;
    
    the effects of competition in the geographic and business areas in which Stantec operates;
    
    management actions; and
    
    technological changes.
  CORPORATE STRUCTURE
 Name, Address and Incorporation
  Page 4




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##### 



Intercorporate Relationships
  STANTEC INC.
 PERCENTAGEPERCENTAGE
    
    OFOF VOTING
    
    RESTRICTED
    
    JURISDICTION OFSUBSIDIARY
    
    SHARES
    
    SHARES*
    
    INCORPORATION455499 B.C. Ltd.1
    
    
    100
    
    
    
    n/a
    
    
    British Columbia659243 B.C. Ltd.
    
    
    100
    
    
    
    n/a
    
    
    British Columbia0714993 B.C. Ltd.2
    
    
    100
    
    
    
    n/a
    
    
    British Columbia0715004 B.C. Ltd.2
    
    
    100
    
    
    
    n/a
    
    
    British Columbia0715007 B.C. Ltd.2
    
    
    100
    
    
    
    n/a
    
    
    British Columbia1208023 Alberta ULC3
    
    
    100
    
    
    
    n/a
    
    
    Alberta3053837 Nova Scotia Company
    
    
    100
    
    
    
    n/a
    
    
    Nova Scotia3102452 Nova Scotia Company4
    
    
    100
    
    
    
    n/a
    
    
    Nova ScotiaAmerex International, Inc.5
    
    
    100
    
    
    
    n/a
    
    
    British Virgin IslandsArchitectura Inc.
    
    0
    6
    
    
    100
    
    
    AlbertaAPAI Architecture Inc.
    
    
    100
    
    
    
    n/a
    
    
    British ColumbiaCPV Architects & Engineers Ltd.7
    
    
    100
    
    
    
    n/a
    
    
    British Columbia
 Page 5




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##### 



PERCENTAGEPERCENTAGE
    
    OFOF VOTING
    
    RESTRICTED
    
    JURISDICTION OFSUBSIDIARY
    
    SHARES
    
    SHARES*
    
    INCORPORATIONDunlop Murphy Hilgers Architects Inc.
    
    
    50
    
    
    
    n/a
    
    
    OntarioJ. Muller International  Stanley Joint Venture
Inc.
    
    
    30
    
    
    
    n/a
    
    
    New BrunswickGKO Power Engineering Ltd.
    
    
    100
    
    
    
    n/a
    
    
    AlbertaInternational Insurance Group Inc.
    
    
    100
    
    
    
    n/a
    
    
    BarbadosPentacore ADA Consulting, LLC
    
    
    100
    
    
    
    n/a
    
    
    NevadaPlanning & Stantec Limited
    
    
    51
    
    
    
    n/a
    
    
    Trinidad & TobagoProject Delivery Holdings LLC
    
    
    100
    
    
    
    n/a
    
    
    New YorkSEA, Incorporated
    
    
    100
    
    
    
    100
    
    
    NevadaSB K-12 Architecture and Engineering, P.C.
    
    0
    6
    
    
    n/a
    
    
    New JerseySSBV Consultants Inc.
    
    
    33 1/3
    
    
    
    n/a
    
    
    British ColumbiaStantec Architecture Inc.
    
    0
    6
    
    
    n/a
    
    
    North CarolinaStantec Architecture Ltd.
    
    0
    6
    
    
    n/a
    
    
    CanadaStantec Consulting Associates P.C.8
    
    0
    6
    
    
    n/a
    
    
    New YorkStantec Consulting Caribbean Ltd.
    
    
    100
    
    
    
    n/a
    
    
    BarbadosStantec Consulting Inc.
    
    
    100
    
    
    
    100
    
    
    ArizonaStantec Consulting International Ltd.
    
    
    100
    
    
    
    100
    
    
    CanadaStantec Consulting Ltd.
    
    
    100
    
    
    
    n/a
    
    
    CanadaStantec Consulting Michigan Inc.5
    
    
    100
    
    
    
    n/a
    
    
    MichiganStantec Consulting Services Inc.
    
    
    100
    
    
    
    100
    
    
    New YorkStantec Engineering (Puerto Rico) P.S.C.
    
    0
    6
    
    
    n/a
    
    
    Puerto RicoStantec Facilities Ltd.
    
    
    100
    
    
    
    n/a
    
    
    AlbertaStantec Geomatics Ltd.
    
    50
    6
    
    
    100
    
    
    AlbertaStantec Holdings (Delaware) II Inc.
    
    
    100
    
    
    
    100
    
    
    DelawareStantec Holdings (Delaware) III Inc.9
    
    
    100
    
    
    
    100
    
    
    DelawareStantec Holdings Ltd.
    
    
    100
    
    
    
    100
    
    
    Alberta
 Page 6




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##### 



PERCENTAGEPERCENTAGE
    
    OFOF VOTING
    
    RESTRICTED
    
    JURISDICTION OFSUBSIDIARY
    
    SHARES
    
    SHARES*
    
    INCORPORATIONStantec International Enterprises Limited
    
    
    100
    
    
    
    100
    
    
    BahamasStantec International Limited
    
    
    100
    
    
    
    n/a
    
    
    BarbadosStantec Technology International Inc.
    
    
    100
    
    
    
    100
    
    
    DelawareTeshmont Consultants Inc.
    
    
    50
    
    
    
    n/a
    
    
    CanadaUEI Associates, Inc.5
    
    
    100
    
    
    
    n/a
    
    
    TexasUEI Global I, Inc.5
    
    
    100
    
    
    
    n/a
    
    
    TexasUniversal Energy do Brasil Ltda.5
    
    
    100
    
    
    
    n/a
    
    
    Brazil
 
 *
    
    In the context of this Annual Information Form, Restricted Shares means non-voting
shares in the capital stock of the Company or a subsidiary of the Company, as the case may
be.1
    
    Acquired as part of the acquisition of Keen Engineering Co. Ltd. See the General
Development of Business section below and the acquisition section of the Description of the
Business on page 13.2
    
    Incorporated on January 28, 2005.3
    
    Incorporated on December 1, 2005.4
    
    Incorporated on August 16, 2005.5
    
    Acquired as part of the acquisition of The Keith Companies, Inc. See the General
Development of Business section below and the acquisition section of the Description of the
Business on page 13.6
    
    Stantec has entered into an agreement with respect to 100% of the voting shares of this
corporation that allows it to direct control over any disposition of the voting shares of
this corporation.7
    
    Acquired as part of the acquisition of CPV Group Architects & Engineers Ltd. See the
General Development of Business section below and the acquisition section of the
Description of the Business on page 13.8
    
    Name changed from Sear-Brown Associates, P.C. on February 1, 2005.9
    
    Incorporated on August 4, 2005. GENERAL DEVELOPMENT OF THE BUSINESS
 Three-Year History
  July 2005
    
    CPV Group Architects & Engineers Ltd.September 2005
    
    The Keith Companies, Inc.October 2005
    
    Keen Engineering Co. Ltd.
   Page 7




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Significant Acquisitions
  Current Trends
  DESCRIPTION OF THE BUSINESS
   Page 8




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##### 



Business Units
    1.
    
    Architecture, Interior Design, & Facilities Planning & Operations;2.
    
    Buildings Engineering;3.
    
    Program & Project Management;4.
    
    Environmental Infrastructure;5.
    
    Environmental Management;6.
    
    Bio/Pharmaceuticals;7.
    
    Manufacturing/Industrial;8.
    
    Energy & Resources;
 Page 9




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##### 



9.
    
    Infrastructure Management & Pavement Engineering;10.
    
    Transportation;11.
    
    Planning & Landscape Architecture;12.
    
    Urban Land Engineering; and13.
    
    Surveys/Geomatics.
   2005
    
    2004Units
    
    ($000)
    
    %
    
    

    ($000)
    
    %Consulting Services
    
    
    618,020
    
    
    
    100
    %
    
    
    519,814
    
    
    
    99.8
    %Other
    
    
    
    
    
    
    
    
    
    
    1,065
    
    
    
    0.2
    %
 Consulting Services Business Unit
    Buildings Practice Area
  Page 10




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Environment Practice Area
  
    
    Assimilative capacity
    
    Wastewater collection systems
    
    Municipal and industrial wastewater treatment
    
    Infiltration and inflow/combined and sanitary sewer overflow
    
    Odor and corrosion control
    
    Wastewater pumping
    
    Water treatment
    
    Water storage
    
    Distribution systems
    
    Water reclamation and reuse
    
    Environmental site management
    
    Environmental assessment
    
    Water resources management
    
    Heritage and natural resource assessment
    
    Waste management
    
    Risk assessment
    
    Health and safety
    
    Air quality assessment
    
    Ecotoxicology and good laboratory practice testing
    
    Microbiology laboratory
  Industrial & Project Management Practice Area
  Page 11




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Transportation Practice Area
    Urban Land Practice Area
  Page 12




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##### 



Acquisitions
  Year
    
    Business Acquired
    
    Nature of Business2005
    
    CPV Group Architects &
Engineers Ltd.
    
    Provides architecture, interior design and
structural engineering services in Alberta and
British Columbia.2005
    
    The Keith Companies, Inc.
    
    Provides multi-disciplined engineering and
consulting services in California, Oregon,
Nevada, Arizona, Texas, Michigan and Utah.2005
    
    Keen Engineering Co. Ltd.
    
    Provides consulting engineering services
specializing in sustainable mechanical,
electrical and plumbing design for buildings and
facilities in British Columbia, Alberta, Ontario,
Washington and California.2004
    
    The Sear-Brown Group, Inc.
    
    Provides engineering, planning, and architectural
services in New York, Ohio, Pennsylvania and
Puerto Rico2004
    
    GBR Architects Limited
    
    Provides architectural design services in Manitoba2004
    
    Dunlop Architects Inc.
    
    Provides architectural design services in Ontario2004
    
    Shaflik Engineering Ltd.
(asset purchase)
    
    Provides electrical engineering services
specializing in traffic and sport facility
lighting2003
    
    Ecological Services Group Inc.
    
    Provides environmental management services in Ontario2003
    
    APAI Architecture Inc.
    
    Provides architectural design services in British Columbia2003
    
    Optimum Energy Management
Inc. (asset purchase)
    
    Provides engineering management consulting services in Alberta2003
    
    Inner Dimension Design
Associates Inc. (asset
purchase)
    
    Provides interior design services in Saskatchewan
    Page 13




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##### 



Research and Development
  Employees
   Competitive Conditions
      Page 14




---



##### 



Social or Environmental Policies
  
    
    Strive to identify, assess and manage the environmental aspects and impacts
associated with the services and products provided by Stantec;
    
    Strive to identify and manage the environmental, health and safety risks and hazards
to which Stantecs employees are exposed;
    
    Help Stantecs employees develop an awareness and understanding of the environment,
health and safety issues relevant to their work;
    
    Strive to comply with legislation, regulations and appropriate industry standards;
    
    Monitor and enhance the program through inspections, audits, reviews,
investigations, corrective actions and other processes; and
    
    Encourage internal and external communication regarding environmental, health and
safety issues.
  Foreign Operations
  Dividend Policy
  RISK FACTORS
  Page 15




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##### 



The nature of Stantecs business exposes it to potential liability claims and contract disputes,
which may reduce its profits.
  If Stantec experiences delays and/or defaults in customer payments, it could suffer liquidity
problems or be unable to recover its expenditures.
  A significant portion of Stantecs revenue is derived from clients in the real estate industry.
Consequently, Stantecs business could suffer materially if there is a downturn in the real estate
market.
  
    
    Changes in employment levels and other general economic conditions;
    
    Changes in interest rates and in the availability, cost, and terms of financing;
    
    The impact of present or future environmental, zoning, or other laws and regulations;
    
    Changes in real estate tax rates and assessments and other operating expenses;
    
    Changes in levels of government infrastructure spending and fiscal policies; and
    
    Natural or human-made disasters and other factors that are beyond Stantecs control.
  As a result of Stantecs acquisitions, goodwill and other intangible assets represent substantial
portions of its total assets. If Stantecs acquired businesses do not perform as expected, it may
be required to write down the value of its goodwill and other intangible assets, which could have a
material adverse effect on its earnings.
  Page 16




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##### 



Adverse weather conditions and natural or other disasters may cause a delay or eliminate net
revenue which otherwise would have been realized and thus adversely affect Stantecs profitability.
  If Stantec is unable to manage its growth effectively, it may experience a decline in its revenue
and profitability.
   Page 17




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##### 



Stantec and an acquired entity may experience difficulties in integrating the acquired entitys
business with the existing operations of Stantec and so may not realize the anticipated benefits of
the acquisition.
  Uncertainties associated with an acquisition may cause a loss of employees.
  From time to time Stantec has pursued and may continue to pursue and invest in business
opportunities that are not directly within its core competencies. These new business opportunities
may require a disproportionate amount of managements time to develop profitably and may not
perform as expected.
  If Stantec is unable to engage qualified subconsultants, it may lose projects, revenue, and
clients.
  Stantec may have difficulty in attracting and retaining qualified staff, which may affect its
reputation in the market place and restrict its ability to implement its business strategy.
 Page 18




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##### 



Stantecs backlog is subject to unexpected adjustments and cancellations and is, therefore, an
uncertain indicator of its future earnings.
  Stantec bears the risk of cost overruns in a significant number of its contracts. Stantec may
experience reduced profits or, in some cases, losses under these contracts if costs increase above
its estimates.
  One of Stantecs primary competitive advantages is its reputation and experience. If Stantecs
reputation is damaged due to client dissatisfaction, its ability to win additional business may be
materially damaged.
  Page 19




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##### 



Stantecs insurance may not cover all claims for which it may be liable and expenses related to
insurance coverage may adversely impact its profitability.
   The professional consulting services industry is highly competitive, which could have a negative
impact on Stantecs profit margins and market share.
  Page 20




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##### 



Economic downturns could have a negative impact on Stantecs businesses as its clients may curtail
investment in infrastructure projects.
  If Stantec needs to sell or issue additional Common Shares and/or incur additional debt to finance
future acquisitions, share ownership could be diluted and its results of operations could be
adversely affected.
   Because Stantec reports its results in Canadian dollars and a substantial portion of its revenue
and expenses are recorded in US dollars, its results are subject to currency exchange risk.
   Page 21




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##### 



Stantec may be unsuccessful in its goal to increase the size and profitability of its operations,
which could lead to a reduction in its market share and its competitiveness as its industry
consolidates.
   Stantec derives significant revenue from contracts with government agencies. Any disruption in
government funding or in Stantecs relationship with those agencies could adversely affect its
business.
   Page 22




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##### 



Uncertainties associated with an acquisition or Stantec as a new owner may cause an acquired entity
to lose customers.
  Stantec may not be able to adequately protect its intellectual property, which could force it to
take costly protective measures such as litigation.
  Stantecs share price has historically been subject to volatility. As a result, the price of
Stantecs Common Shares may decrease in the future due to a number of Company- and
industry-specific or general economic factors.
    Stantecs share price could be adversely affected if a large number of its Common Shares are
offered for sale or sold.
  Page 23




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##### 



Managing Stantecs Risks
    DESCRIPTION OF CAPITAL STRUCTURE
  Page 24




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##### 



Preferred Shares
 pari passu
 Common Shares
  MARKET FOR SECURITIES
  Month
    
    High ($)
    
    Low ($)
    
    Volume*January
    
    
    26.40
    
    
    
    24.50
    
    
    
    458,500February
    
    
    28.00
    
    
    
    24.61
    
    
    
    400,500March
    
    
    29.25
    
    
    
    27.32
    
    
    
    540,600April
    
    
    29.45
    
    
    
    27.65
    
    
    
    732,400May
    
    
    30.50
    
    
    
    28.02
    
    
    
    791,000June
    
    
    32.99
    
    
    
    29.80
    
    
    
    714,400July
    
    
    32.93
    
    
    
    29.85
    
    
    
    665,300August
    
    
    39.97
    
    
    
    32.80
    
    
    
    823,400September
    
    
    37.95
    
    
    
    34.06
    
    
    
    1,069,900October
    
    
    38.95
    
    
    
    35.40
    
    
    
    1,139,600November
    
    
    40.39
    
    
    
    35.55
    
    
    
    694,500December
    
    
    40.00
    
    
    
    37.25
    
    
    
    370,5008,400,600
 
 *
    
    Volume numbers are rounded to the nearest hundred shares.




---



##### 



Month
    
    High ($)
    
    Low ($)
    
    Volume*October
    
    
    34.41
    
    
    
    32.77
    
    
    
    77,900November
    
    
    34.50
    
    
    
    31.00
    
    
    
    247,400December
    
    
    32.59
    
    
    
    30.07
    
    
    
    229,500554,800
 
 *
    
    Volume numbers are rounded to the nearest hundred shares. AUDIT COMMITTEE INFORMATION
 Audit Committee Terms of Reference
  Composition of the Audit Committee




---



##### 



Pre-Approval Policy
  External Auditor Service Fees
  Category
    
    Note
    
    2005
    
    
    2004Audit Fees
    
    1
    
    $
    754,000
    
    
    $
    406,000Audit-Related Fees
    
    2
    
    
    24,000
    
    
    
    Tax Fees
    
    3
    
    
    898,000
    
    
    
    448,000Total
    
    
    
    $
    1,676,000
    
    
    $
    854,000
    DIRECTORS AND OFFICERS




---



##### 



Directors of Stantec Inc.
 Name andMunicipality of Residence
    
    Principal Occupation
    
    Director sinceROBERT J. BRADSHAW1Toronto, ON Canada
    
    Chairman, Contor Industries Limited
(a holding company that acquires
manufacturing companies)
    
    
    1993E. JOHN (JACK) FINN2Madison, CT USA
    
    Corporate Director
    
    
    1995ANTHONY P. FRANCESCHINI

Edmonton, AB Canada
    
    President & CEO of Stantec
    
    
    1994WILLIAM D. GRACE1, 2
Edmonton, AB Canada
    
    Corporate Director
    
    
    1994SUSAN E. HARTMAN1
Rochester, NY USA
    
    President and CEO of The Hartman
Group (a management consulting firm)
    
    
    2004ARAM H. KEITH

Irvine, CA USA
    
    Vice Chairman of the Board of Stantec
    
    
    2005ROBERT R. MESEL2
Kiawah Island, SC USA
    
    Corporate Director
    
    
    2004RONALD P. TRIFFO
Edmonton, AB Canada
    
    Chairman of the Board of Stantec
    
    
    1985
 
 1
    
    member of Corporate Governance and Compensation Committee2
    
    member of Audit Committee  Officers of Stantec Inc.
 Name and Municipality of Residence
    
    Principal OccupationRONALD P. TRIFFO
Edmonton, AB Canada
    
    Chairman of the BoardARAM H. KEITH

Irvine, CA USA
    
    Vice Chairman of the BoardANTHONY P. FRANCESCHINI

Edmonton, AB Canada
    
    President & CEO




---



##### 



Name and Municipality of Residence
    
    Principal OccupationDONALD W. WILSON

St. Albert, AB Canada
    
    Vice President & CFOJEFFREY S. LLOYD

Edmonton, AB Canada
    
    Vice President, Secretary & General CounselMICHAEL J. SLOCOMBE

Edmonton, AB Canada
    
    Associate General Counsel
   LEGAL PROCEEDINGS
 1.
    
    Celanese Canada Inc.  Stantec is named as one of 12 defendants in an action issued on
June 19, 2003 by Celanese Canada Inc. and Celanese Ltd. in the Ontario Superior Court of
Justice. The following parties are named as defendants: Murray Demolition Corp.; Canadian
Bearings Ltd.; Farrokh Khalili; Abra Projects Ltd.; Gerry Hamaliuk; Usher Canada, Limited;
Caltech Design Inc.; Aphex Imaging Inc.; Hossein Banijamali; Canadian Petroleum Processing
& Equipment Inc.; Stantec Consulting Ltd.; and Zayanderhood Petrochemical Company.Stantec was retained by one of the other defendants (Caltech Design Inc. based in Calgary)
to provide detailed design engineering and project management services without construction
phase services in relation to decommissioning of Celaneses Edmonton Vinyl Acetate Monomer
Plant. Stantec has been named in Celaneses $110 million suit for alleged breach of
proprietary information/technology and alleged breach of confidentiality agreements.
Celanese claims that some or all of the defendants misappropriated, without permission,
Celaneses property and proprietary information. Stantecs role was as a subconsultant to
Caltech providing professional consulting services only. Stantec denies any wrongdoing.
Stantec has agreed to an interim settlement with Celanese regarding disclosure of all
materials in Stantecs possession relating to the project in question. It is Stantecs view
that there is no merit to Celaneses claims as against Stantec. While Stantec contests the
allegations made, no Statement of Defense has been required of Stantec to date. Stantec and
Celanese are negotiating with a view to achieving a discontinuance of the action against
Stantec without costs.2.
    
    Valerie Parris  Sear-Brown, a company acquired by Stantec in April 2004, provided design
services for a roadway in New York State. A multi-vehicle accident occurred on the roadway on
November 28, 2001. Ms. Parris advanced a civil claim in New York State on or about December
1, 2003 alleging, among other things, negligence in the design and construction of the
roadway. Ms. Parris alleges that as a result of the accident, Alonzo Raynard Parris sustained
fatal injuries and his son, Raynard Parris, sustained injury and mental distress. Sear-Brown
is one of a number of defendants in the legal proceeding. Damages sought total $43 million.
Sear-Browns insurer has responded to the claim. The allegations against




---



##### 



TRANSFER AGENT
  MATERIAL CONTRACTS
  INTERESTS OF EXPERTS
  ADDITIONAL INFORMATION




---



##### 








---



##### 



APPENDIX I




---



##### 



APPENDIX II
 Stantec Inc.  Audit Committee  Terms of Reference (Mandate)
 
 A.
    
    OVERVIEW AND PURPOSE
  not
 B.
    
    AUTHORITY AND RESPONSIBILITIES




---



##### 



APPENDIX II
 C.
    
    MEMBERSHIP
    D.
    
    FINANCIAL STATEMENTS AND DISCLOSURES
 1.
    
    Review, and recommend to the Board for approval, the annual audited financial
statements.2.
    
    Review, and recommend to the Board for approval, the following public disclosure
documents:
 (a)
    
    the financial content of the annual report;(b)
    
    the annual management information circular and proxy materials;(c)
    
    the annual information form, including any regulatory
requirements for audit committee reporting obligations;(d)
    
    the management discussion and analysis section of the annual
report; and(e)
    
    the year-end news release on the earnings of the Corporation.
 3.
    
    Review and, if appropriate, to authorize the release of the quarterly unaudited
financial statements including managements discussion and analysis, the quarterly
interim report to shareholders and the quarterly press release on earnings of the
Corporation. However, in the event that there is a significant or extraordinary matter
that, in the opinion of the
Committee, should be reviewed by the Board before the release of such information,
then the matter shall be referred to the Board for review.4.
    
    Review with management the procedures that exist for the review of financial
information extracted or derived from financial statements which is publicly disclosed
by the Corporation other than in the documents listed in section 3. above and
periodically, at least annually, assess the adequacy of those procedures.




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##### 



APPENDIX II
 5.
    
    Review, and recommend to the Board for approval, all annual financial statements,
reports of a financial nature, (other than quarterly unaudited financial statements),
and the financial content of prospectuses or any other reports which require approval by
the Board prior to submission thereof to any regulatory authority.6.
    
    Review the audit committee information required as part of the annual information
form.7.
    
    Review the CEO and CFO certification of annual and interim disclosure as required
by the regulatory authorities.8.
    
    Review with management on an annual basis, the Corporations obligations pursuant
to guarantees that have been issued and material obligations that have been entered
into, and the manner in which these guarantees and obligations have been, or should be,
disclosed in the financial statements.9.
    
    Review and assess, in conjunction with management and the external auditor, at
least annually or on a quarterly basis where appropriate or required:
 (a)
    
    the appropriateness of accounting policies and financial
reporting practices used by the Corporation, including alternative treatments
that are available for consideration;(b)
    
    any significant proposed changes in financial reporting and
accounting policies and practices to be adopted by the Corporation;(c)
    
    any new or pending developments in accounting and reporting
standards that may affect or impact on the Corporation;(d)
    
    the impact of the Corporations capital structure on current and
future profitability, and any off-balance sheet structures; and(e)
    
    the key estimates and judgements of management that may be
material to the financial reporting of the Corporation.
 10.
    
    At least annually, request the external auditor to provide their views on the
quality (not just the acceptability) of the Corporations annual and interim financial
reporting. Such quality assessment should encompass judgements about the
appropriateness, aggressiveness or conservatism of estimates and elective accounting
principles or methods and judgements about the clarity of disclosures.11.
    
    Review any litigation, claim or other contingency, including tax assessments,
that could have a material effect upon the financial position or operating results of the Corporation, and the manner in which these matters have
been disclosed in the financial statements.
 page 35




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##### 



APPENDIX II
 E. EXTERNAL AUDITOR
 12.
    
    Assess the performance and consider the annual appointment of external auditor
for recommendation to the Board for ultimate recommendation for appointment by the
shareholders.13.
    
    Review, approve and execute the annual engagement letter with the external
auditor, and ensure there is a clear understanding between the Board, the Committee, the
external auditor and management that the external auditor reports directly to the
shareholders and the Board through the Committee. The terms of the engagement letter or
the annual audit plan should include, but not be limited to, the following:
 (a)
    
    staffing;(b)
    
    objectives and scope of the external audit work;(c)
    
    materiality limits;(d)
    
    audit reports required;(e)
    
    areas of audit risk;(f)
    
    timetable; and,(g)
    
    the proposed fees.
 14.
    
    Obtain and review a report from the external auditor at least annually regarding
the auditors independence and the professions or audit firm requirements regarding
audit partner rotation. Consider the need to rotate the audit firm, and report to the
Board on this analysis.15.
    
    Approve, before the fact, the engagement of the external auditor for all
non-audit services and the fees for such services, and consider the impact on the
independence of the external audit work of fees for such non-audit services.16.
    
    Review all fees paid to the external auditor for audit services and, if
appropriate, recommend their approval to the Board. Receive confirmation from
management that the Corporation has provided for adequate funding for the payment of
compensation to the external auditor.17.
    
    Receive an annual certification from the external auditor that they participate
in the public oversight program established by the Canadian Public Accountability Board
(CPAB) and the standards of the United States Public Company Accounting Board (PCAOB),
and that they are in good standing with the CPAB and the PCAOB.18.
    
    Review a report from the external auditors describing (a) the firms internal
quality control procedures and (b) any material issues raised by the most
recent internal quality control review or peer review of the firm, or by any inquiry
or investigation by governmental or professional authorities within the preceding
five years regarding the audits carried out by the external auditor together with any
steps taken to deal with any such issues.
 page 36




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##### 



APPENDIX II
 19.
    
    Receive and resolve any disagreements between management and the external auditor
regarding all aspects of the Corporations financial reporting.20.
    
    Review with the external auditor the results of the annual audit examination
including, but not limited to, the following:
 (a)
    
    any difficulties encountered, or restrictions imposed by
management, during the annual audit;(b)
    
    any significant accounting or financial reporting issues;(c)
    
    the auditors evaluation of the Corporations internal controls
over financial reporting and managements evaluation thereon, including internal
control deficiencies identified by the auditor that have not been previously
reported to the Committee;(d)
    
    the auditors evaluation of the selection and application of
accounting principles and estimates, and the presentation of disclosures;(e)
    
    the post-audit or management letter or other material written
communications containing any findings or recommendations of the external
auditor including managements response thereto and the subsequent follow-up to
any identified internal accounting control weaknesses; and(f)
    
    any other matters which the external auditor should bring to the
attention of the Committee.
 21.
    
    Meet with the external auditor at every meeting of the Committee or as requested
by the auditor, without management representatives present; and to meet with management,
at least annually or as requested by management, without the external auditor present.22.
    
    When there is to be a change in the external auditor, review all issues related
to the change, including the information to be included in the notice of change of
auditor called for under National Instrument 51-102 and the planned steps for an orderly
transition.23.
    
    Review and approve the Corporations hiring policies regarding employees and
former employees of the present and former external auditors of the Corporation.
 F. INTERNAL AUDIT
 24.
    
    Review the appointment or termination of the Internal Auditor.25.
    
    Review and approve the internal audit mandate periodically (at least every 3
years).
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##### 



APPENDIX II
 26.
    
    Review and approve the annual audit plan of the internal auditor (where
applicable), and ensure there is a clear understanding between the Board, the Committee,
the internal auditor and management that the internal auditor reports directly to the
Board through the Committee. Receive confirmation from management that the Corporation
has provided for adequate funding for the internal auditor. The terms of the audit plan
should include, but not be limited to, the following:
 (a)
    
    staffing;(b)
    
    objectives and scope of the internal audit work;(c)
    
    materiality limits;(d)
    
    audit reports required;(e)
    
    areas of audit risk;(f)
    
    timetable; and,(g)
    
    the proposed budget.
 27.
    
    Review with the internal auditor the results of their audit examination
including, but not be limited to, the following:
 (a)
    
    any difficulties encountered, or restrictions imposed by
management, during the audit;(b)
    
    any significant accounting or financial reporting issues;(c)
    
    the auditors evaluation of the Corporations system of internal
accounting controls, procedures and documentation;(d)
    
    the internal audit reports or other material written
communications containing any findings or recommendations of the internal
auditor including managements response thereto and the subsequent follow-up to
any identified internal accounting control weaknesses; and(e)
    
    any other matters which the internal auditor should bring to the
attention of the Committee.
 28.
    
    Meet with the internal auditor at every meeting of the Committee or as requested
by the internal auditor, without management representatives present.
 G. INTERNAL CONTROLS
 29.
    
    Obtain reasonable assurance, by discussions with and reports from management, the
external auditor and the internal auditors (where applicable), that the accounting
systems are reliable, the system for preparation of financial data reported to the
market is adequate and effective, and that the system of internal controls is
effectively designed and implemented.
 page 38




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##### 



APPENDIX II
 30.
    
    Review managements annual report on the effectiveness of internal controls and
procedures, as well as quarterly and annual CEO and CFO certificates filed pursuant to
securities regulations.31.
    
    Receive reports from management on all significant deficiencies and material
weaknesses identified by management.32.
    
    Review annually, or as required, the appropriateness of the system of internal
controls and approval policies and practices concerning the expenses of the officers of
the Corporation, including the use of the Corporations assets.33.
    
    Review and approve, on a quarterly after-the-fact basis, the expense accounts of
the Board Chair and the Chief Executive Officer of the Corporation.
 H. COMPLIANCE/RISK/FRAUD
 34.
    
    Discuss with management the Corporations major risk exposures and the steps
management has taken to monitor and control such exposures, including the Corporations
risk assessment and risk management policies.35.
    
    Discuss with management the Corporations policies and procedures designed to
prevent, identify and detect fraud.36.
    
    Discuss with management the Corporations procedures to deal with whistle blower
complaints, including the confidential, anonymous submission by employees of the
Corporation of concerns regarding questionable accounting or auditing matters.37.
    
    Discuss with management the Corporations policies and procedures designed to
ensure an effective compliance and ethics program, including the Corporations code of
ethics.38.
    
    Discuss with management and the general counsel any legal matters that may have a
material impact on the financial statements or the Corporations compliance
requirements.39.
    
    On an annual basis, review the adequacy of the Corporations insurance program.40.
    
    Receive a risk assessment report from management following due diligence, on
acquisitions within North America with an enterprise value of $40 million (Canadian or
US dollars) or greater, and all acquisitions outside North America, make such further
inquiries as considered necessary, and report thereon to the Board. The content of the
risk assessment report will be initially developed by the Committee in conjunction with
management and will be reviewed annually by the Committee.
 page 39




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##### 



APPENDIX II
 I. OTHER
 41.
    
    Review, as required, any claims of indemnification pursuant to the by-laws of the
Corporation.42.
    
    Receive a quarterly report from the CFO regarding private aircraft use including
itinerary and passenger manifest.43.
    
    In accordance with the Corporations Whistle Blower Policy  Complaint Resolution
Process, review and determine the disposition of any complaints or correspondence
received under the policy.44.
    
    Review and determine the disposition of any complaints received from shareholders
or any regulatory body.45.
    
    Conduct an annual assessment of the effectiveness of the Committee and provide a
report thereon to the Board.46.
    
    Receive comments from the external auditor on their assessment of the
effectiveness of the Committees oversight of internal control over financial reporting.47.
    
    Review annually the terms of reference for the Committee and recommend any
required changes to the Board.
 J. MEETINGS
 48.
    
    Regular meetings of the Committee are held at least four times each year.49.
    
    Meetings may be called by the Committee Chair or by a majority of the Committee
members, and usually in consultation with management of the Corporation.50.
    
    Meetings are chaired by the Committee Chair or, in the Chairs absence, by a
member chosen by the Committee from among themselves.51.
    
    A quorum for the transaction of business at any meeting of the Committee is a
majority of the appointed members.52.
    
    The Secretary of the Corporation shall provide for the delivery of notices,
agendas and supporting materials to the Committee members at least five (5) days prior
to the meeting except in unusual circumstances.53.
    
    Meetings may be conducted with members present, or by telephone or other
communications facilities which permit all persons participating in the meeting to hear
or communicate with each other.54.
    
    A written resolution signed by all Committee members entitled to vote on that
resolution at a meeting of the Committee is as valid as one passed at a Committee
meeting.
 page 40




---



##### 



APPENDIX II
 55.
    
    The Secretary of the Corporation shall be the secretary for the Committee and
shall keep a record of minutes of all meetings of the Committee.56.
    
    Minutes of the meetings of the Committee shall be distributed by the Secretary of
the Corporation to all members of the Committee within seven (7) working days of each
meeting, and shall be submitted for approval at the next regular meeting of the
Committee.
 page 41




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##### 



APPENDIX II
 Appendix A  Independence
 Disclosure of Corporate Governance Practices. Audit Committees
 Section 1.4 Meaning of Independence
 (1)
    
    An audit committee member is independent if he or she has no direct or indirect
material relationship with the issuer.(2)
    
    For the purposes of subsection (1), a material relationship is a relationship which
could, in the view of the issuers board of directors, be reasonably expected to interfere
with the exercise of a members independent judgement.(3)
    
    Despite subsection (2), the following individuals are considered to have a material
relationship with an issuer:
 (a)
    
    an individual who is, or has been within the last three years, an
employee or executive officer of the issuer;(b)
    
    an individual whose immediate family member is, or has been within the
last three years, an executive officer of the issuer;(c)
    
    an individual who:
 (i)
    
    is a partner of a firm that is the issuers internal
or external auditor,(ii)
    
    is an employee of that firm, or(iii)
    
    was within the last three years a partner or
employee of that firm and personally worked on the issuers audit within
that time;
 (d)
    
    an individual whose spouse, minor child or stepchild, or child or
stepchild who shares a home with the individual:
 (i)
    
    is a partner of a firm that is the issuers internal
or external auditor,(ii)
    
    is an employee of that firm and participates in its
audit, assurance or tax compliance (but not tax planning) practice, or(iii)
    
    was within the last three years a partner or
employee of that firm and personally worked on the issuers audit within
that time;
 page 42




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##### 



APPENDIX II
 (e)
    
    an individual who, or whose immediate family member, is or has been
within the last three years, an executive officer of an entity if any of the
issuers current executive officers serves or served at that same time on the
entitys compensation committee; and(f)
    
    an individual who received, or whose immediate family member who is
employed as an executive officer of the issuer received, more than $75,000 in
direct compensation from the issuer during any 12 month period within the last
three years.
 (4)
    
    Despite subsection (3), an individual will not be considered to have a material
relationship with the issuer solely because
 (a)
    
    he or she had a relationship identified in Subsection (3) if that
relationship ended before March 30, 2004; or(b)
    
    he or she had a relationship identified in subsection (3) by virtue of
subsection (8) if that relationship ended before June 30, 2005.
 (5)
    
    For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed
income partner whose interest in the firm that is the internal or external auditor is
limited to the receipt of fixed amounts of compensation (including deferred compensation)
for prior service with that firm if the compensation is not contingent in any way on
continued service.(6)
    
    For the purposes of clause (3)(f), direct compensation does not include:
 (a)
    
    remuneration for acting as a member of the board of directors or of any
board committee of the issuer, and(b)
    
    the receipt of fixed amounts of compensation Under a retirement plan
(including deferred compensation) for prior service with the issuer if the
compensation is not contingent in any way on continued service.
 (7)
    
    Despite subsection (3), an individual will not be considered to have a material
relationship with the issuer solely because the individual or his or her immediate family
member
 (a)
    
    has previously acted as an interim chief executive officer of the
issuer, or(b)
    
    acts, or has previously acted, as a chair or vice-chair of the board of
directors or of any board committee of the issuer on a part-time basis.
 (8)
    
    For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer
and a parent of the issuer.
 Section 1.5 Additional Independence Requirements
 (1)
    
    Despite any determination made under section 1.4, an individual who
 page 43




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##### 



APPENDIX II
 (a)
    
    accepts, directly or indirectly, any consulting, advisory or other
compensatory fee from the issuer or any subsidiary entity of the issuer, other than
as remuneration for acting in his or her capacity as a member of the board of
directors or any board committee, or as a part-time chair or vice-chair of the
board or any board committee; or(b)
    
    is an affiliated entity of the issuer or any of its subsidiary
entities,is considered to have a material relationship with the issuer.
 (2)
    
    For the purposes of subsection (1), the indirect acceptance by an individual of any
consulting, advisory or other compensatory fee includes acceptance of a fee by
 (a)
    
    an individuals spouse, minor child or stepchild, or a child or stepchild who shares the individuals home; or(b)
    
    an entity in which such individual is a partner, member, an officer such as a
managing director occupying a comparable position or executive officer, or occupies a
similar position (except limited partners, non-managing members and those occupying
similar positions who, in each case, have no active role in providing services to the
entity) and which provides accounting, consulting, legal, investment banking or
financial advisory services to the issuer or any subsidiary entity of the issuer.
 (3)
    
    For the purposes of subsection (1), compensatory fees do not include the receipt of fixed
amounts of compensation under a retirement plan (including deferred compensation) for prior
service with the issuer if the compensation is not contingent in any way on continued service.
 page 44




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##### 



APPENDIX II
 STANTEC INC.  Audit Committee - Annual Workplan   (See terms of reference for details of each item)
 Meeting #1
    
    Meeting #2
    
    Meeting #3
    
    Meeting #4Terms of
    

        
    After
    
    After
    
    After
    
    AfterReference
    

        
    Year End
    
    End of
    
    End of
    
    End ofSection D-I
    

        
    Completion
    
    1st Quarter
    
    2nd Quarter
    
    3rd Quarter1
    
    Review annual audited financial statements
    
    X2(a)
    
    Review financial content of annual report
    
    X2(b)
    
    Review management information circular and proxy materials
    
    X2(c)
    
    Review annual information form including committee reporting obligations
    
    X2(d)
    
    Review MD&A section of annual report
    
    X
    
    
    
    
    
    X2(e)
    
    Review year-end news release on the earnings of the Corporation
    
    X3
    
    Review quarterly financial statements, MD&A, report to shareholders & news release
    
    
    
    X
    
    X
    
    X4
    
    Review procedures for information extracted/derived from financial statements
    
    
    
    
    
    X5
    
    Review financial content of prospectuses & regulatory reports
    
    
    
    As Required6
    
    Review audit committee information required as part of the annual information form
    
    
    
    
    
    
    
    X7
    
    Review CEO & CFO certifications, as & when required
    
    X
    
    X
    
    X
    
    X8
    
    Review guarantees & material obligations
    
    X9(a)
    
    Review/assess accounting policies & financial reporting
    
    X9(b)
    
    Review/assess significant financial reporting issues
    
    X9(c)
    
    Review/assess developments in accounting/reporting standards
    
    X9(d)
    
    Review/assess capital structure and any off-balance sheet structures
    
    X9(e)
    
    Review/assess key management estimates & judgments
    
    X10
    
    External auditor discussion on quality of financial reporting
    
    X11
    
    Review legal claims/litigation/tax assessments
    
    X
    
    
    
    
    
    X12
    
    Assess auditors performance / consider annual appointment
    
    X13
    
    Review & approve auditors annual engagement letter, audit plan & fee
    
    
    
    
    
    X14
    
    Review independence report from auditor, audit partner rotation & audit firm rotation
    
    X15
    
    Approve auditor engagement for non-audit services & fees
    
    
    
    As Required16
    
    Review audit fees / recommend to Board
    
    X17
    
    Review auditors certification re CPAB & PCAOB
    
    
    
    
    
    X18
    
    Review a report from the external auditors describing (a) the firms internal quality
control procedures and internal quality control review or peer review of the firm
    
    X
 page 45




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##### 



APPENDIX II
 Meeting #1
    
    Meeting #2
    
    Meeting #3
    
    Meeting #4Terms of
    

        
    After
    
    After
    
    After
    
    AfterReference
    

        
    Year End
    
    End of
    
    End of
    
    End ofSection D-I
    

        
    Completion
    
    1st Quarter
    
    2nd Quarter
    
    3rd Quarter19
    
    Resolve any disagreements between management & auditors
    
    
    
    As Required20
    
    Review with external auditor the results of annual audit: (see terms of reference)
    
    X21
    
    Private meeting with external auditors
    
    X
    
    X
    
    X
    
    X22
    
    Review issues related to change of auditor
    
    
    
    As Required23
    
    Review/approve hiring policy re staff of external auditors
    
    
    
    As Required24
    
    Review the appointment or termination of the Internal Auditor
    
    
    
    As Required25
    
    Review and approve the internal audit mandate periodically (at least every 3 years)
    
    
    
    As Required26
    
    Review & approve the annual internal audit plan of the internal auditor
    
    
    
    
    
    
    
    X27
    
    Review with internal auditor the results of audit examinations (see terms of reference)
    
    X
    
    X
    
    X
    
    X28
    
    Private meeting with internal auditors
    
    X
    
    X
    
    X
    
    X29
    
    Assurance re accounting systems & internal controls
    
    X30
    
    Review managements annual report on the effectiveness of internal controls and
procedures, as well as quarterly and annual CEO and CFO certificates filed pursuant to
securities regulations.
    
    X
    
    X
    
    X
    
    X31
    
    Receive reports from management on all significant deficiencies and material
weaknesses identified by management
    
    
    
    As Required32
    
    Review controls & approvals re officers expenses
    
    
    
    X33
    
    Review expense accounts of Board Chair and CEO
    
    X
    
    X
    
    X
    
    X34
    
    Review/assess significant business risks & uncertainties
    
    
    
    
    
    
    
    X35
    
    Discuss policies & procedures re fraud
    
    
    
    
    
    
    
    X36
    
    Discuss procedures re whistleblower complaints
    
    
    
    
    
    
    
    X37
    
    Discuss policies pertaining to an effective compliance & ethics program, including code of ethics
    
    
    
    
    
    
    
    X38
    
    Discuss legal matters that may impact the financial statements or compliance program
    
    X
    
    X
    
    X
    
    X39
    
    Review adequacy of insurance program
    
    
    
    
    
    
    
    X40
    
    Receive acquisition risk assessment report
    
    
    
    As Required41
    
    Review any indemnification claims
    
    
    
    As Required42
    
    Receive a quarterly report from the CFO regarding the private aircraft use
    
    X
    
    X
    
    X
    
    X43
    
    Review any complaints emanating from the whistleblower policy
    
    
    
    As Required44
    
    Review complaints from shareholders or any regulatory body
    
    
    
    As Required
 page 46




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##### 



APPENDIX II
 Meeting #1
    
    Meeting #2
    
    Meeting #3
    
    Meeting #4Terms of
    

        
    After
    
    After
    
    After
    
    AfterReference
    

        
    Year End
    
    End of
    
    End of
    
    End ofSection D-I
    

        
    Completion
    
    1st Quarter
    
    2nd Quarter
    
    3rd Quarter45
    
    Conduct assessment of Committees effectiveness
    
    
    
    X46    
    External auditor comments re Committee oversight on financial reporting controls
    
    
    
    X47
    
    Review terms of reference
    
    
    
    X
 page 47