##### 



Exhibit 1




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##### 



TABLE OF CONTENTS
 INVITATION TO SHAREHOLDERS
    
    
    4NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF STANTEC
    
    
    5MANAGEMENT INFORMATION CIRCULAR
    
    
    6Solicitation of Proxies
    
    
    6Registered Shareholders  Appointment and Revocation of Proxies
    
    
    6Non-Registered (Beneficial) Shareholders  Appointment and Revocation of Proxies
    
    
    7Voting of Shares Represented by Management Proxies
    
    
    8PARTICULARS OF MATTERS TO BE ACTED ON AT THE MEETING
    
    
    9Election of Directors
    
    
    9Appointment of Auditor
    
    
    9Amendment of the Employee Share Option Plan
    
    
    9Subdivision of Common Shares
    
    
    12Other Business
    
    
    13INFORMATION REGARDING STANTEC
    
    
    14Interest of Certain Persons in Matters to be Acted Upon
    
    
    14Voting Shares and Their Principal Holders
    
    
    14Normal Course Issuer Bid
    
    
    14Disclosure of Corporate Governance Practices
    
    
    14Board of Directors Meetings
    
    
    15Committees of the Board of Directors
    
    
    15Audit Committee
    
    
    15Corporate Governance and Compensation Committee
    
    
    21Election of Directors
    
    
    22Compensation of Directors
    
    
    26Executive Compensation
    
    
    27Summary Compensation Table
    
    
    27Option Grants During the Most Recently Completed Financial Year
    
    
    28Aggregated Option Exercises During the Most Recently Completed
Financial Year and Financial Year-End Option Values
    
    
    28Equity Compensation Plan Information
    
    
    29Indebtedness of any Directors, Executive Officers and Senior Officers
    
    
    29Employment Contracts
    
    
    29Anthony P. Franceschini
    
    
    29Donald W. Wilson
    
    
    30




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##### 



Raymond L. Alarie
    
    
    30Mark E. Jackson
    
    
    30W. Barry Lester
    
    
    31Report on Executive Compensation
    
    
    31Composition of Corporate Governance and Compensation Committee
    
    
    31Compensation Philosophy
    
    
    31Compensation of the Chief Executive Officer
    
    
    32Performance Graph
    
    
    33Directors and Officers Liability Insurance
    
    
    332006 Shareholder Proposals
    
    
    33Additional Information
    
    
    34Directors Approval
    
    
    34SCHEDULE A  STATEMENT OF CORPORATE GOVERNANCE PRACTICES
    
    
    35SCHEDULE B  OPTION RESOLUTION
    
    
    44SCHEDULE C  SUBDIVISION OF COMMON SHARES RESOLUTION
    
    
    44
 3




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##### 



Stantec Inc.
 Stantec
 
   Stantec Inc. 2005 Annual Report
     
 Tony Franceschini  President & CEO
 4




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##### 



(STANTEC LOGO)
    
    STANTEC INC.
    
    NOTICE OF ANNUAL AND SPECIAL
MEETING OF SHAREHOLDERS
  1.
    
    receive Stantecs financial statements for the financial year ended December
31, 2005, 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 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 to Stantecs articles relating to the subdivision of
the issued Common Shares of the Corporation on a two (2) for one (1) basis to increase
the total number of outstanding Common Shares; and6.
    
    to transact any other business properly brought before the Meeting.
   By Order of the Board of Directors-s- Jeffrey s. LloydEdmonton, Alberta
    
    JEFFREY S. LLOYDMarch 15, 2006
    
    Secretary
  th
 5




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##### 



(STANTEC LOGO)
    
    STANTEC
INC.
MANAGEMENT
INFORMATION CIRCULAR
SOLICITATION OF PROXIES
 SOLICITATION OF PROXIES
  
 Stantecs management is soliciting proxies with this circular.
 REGISTERED SHAREHOLDERS  APPOINTMENT AND REVOCATION OF PROXIES
  1.
    
    to vote by mail or delivery, your paper proxy must by completed, signed and returned in
accordance with the instructions on the enclosed form of proxy.2.
    
    to vote by telephone, call the toll-free number indicated on the enclosed form of
proxy. Using a touch-tone telephone to select your voting preferences, follow the
instructions of the vote voice and refer to your Control Number, Holder Account Number
and Access Number provided on the enclosed proxy when instructed to do so. Note that
voting by telephone is not available if you wish to appoint a person as a proxy other than
the persons named on the proxy form.In such a case, your proxy should be voted by mail,
delivery or Internet.3.
    
    to vote using the Internet, visit the Internet website indicated on the enclosed form
of proxy. Follow the on-line voting instructions given to you over the Internet to select
your voting preferences and refer to your Control Number, Holder Account Number and Access
Number provided on the enclosed proxy when instructed to do so.
   You
have the right to appoint a person of your choice, who need not be a Stantec
 6




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##### 



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 paper proxy or the Internet proxy in the space provided for that
purpose.
  th
   1.
    
    Stantecs registered office before the end of business on the day before the meeting or
any subsequent adjournment or postponement, or2.
    
    the Chairman of the meeting before the start of the meeting or before any adjournment
or postponement.
  NON-REGISTERED (BENEFICIAL) SHAREHOLDERS  APPOINTMENT AND REVOCATION OF PROXIES
 beneficial shareholder
 If you receive a proxy from your nominee, you cannot use that
proxy to vote your shares in person at the meeting.
  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; or2.
    
    by attending the meeting. Stantec does not generally 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 to vote your shares at the meeting. If you
plan to vote in this manner, contact your nominee to determine what documents you
 7




---



##### 



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
 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 two resolutions
indicated in this circular (the amendment of Stantecs Employee Share Option Plan and the amendment
of Stantecs articles to subdivide each issued Common Share on a two (2) for one (1) basis).
  8




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##### 



PARTICULARS OF MATTERS TO BE ACTED ON AT THE MEETING
  1.       Election of Directors
  2.       Appointment of Auditor
   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
     3.       Amendment of the Employee Share Option Plan
   9




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##### 



Background
     Terms of the Plan
  1.
    
    the closing price of Stantecs Common Shares on the Toronto Stock Exchange (TSX) on
the trading day immediately preceding the date of the grant; or2.
    
    such lesser permissible amount under applicable legislation or the rules and
regulations of the TSX.
   10




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##### 



11




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##### 



Shares Reserved and Options Granted
  OptionsPlan
    
    
    Options
    
    
    Options
    
    
    Available forMaximum
    
    
    Outstanding
    
    
    Exercised
    
    
    Future GrantBalance as of March
15, 2006 (prior to
proposed change)
    
    
    
    1,754,938
    
    
    
    
    732,111
    
    
    
    
    965,088
    
    
    
    
    57,739Percentage of
Common Shares
outstanding as of
March 15, 2006
(prior to proposed
change)
    
    
    
    7.78
    %
    
    
    
    3.24
    %
    
    
    
    4.28
    %
    
    
    
    0.26
    %Balance as of March
15, 2006 (after
proposed change,
based upon number
of issued and
outstanding Common
Shares as of March
15, 2006)
    
    
    
    2,257,063
    
    
    
    
    732,111
    
    
    
    
    0
    
    
    
    
    1,524,952Percentage of
Common Shares
outstanding as of
March 15, 2006
(after proposed
change)
    
    
    
    10
    %
    
    
    
    3.24
    %
    
    
    
    0
    %
    
    
    
    6.76
    %
 Resolution and Recommendation
   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.
 4.       Subdivision of Common Shares
   12




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##### 



Resolution and Recommendation
   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.       Other Business
  13




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##### 



INFORMATION REGARDING STANTEC
 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
  VOTING SHARES AND THEIR PRINCIPAL HOLDERS
   NORMAL COURSE ISSUER BID
     DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES
   14




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##### 



Board of Directors Meetings
   Committees of the Board of Directors
  Audit Committee
 (PHOTO OF AUDIT COMMITTEE MEMBERS)
    
    The Audit Committee members are all independent directors. The committee members are E. John
(Jack) Finn, William D. Grace, and Robert R. Mesel. 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:
 Financial Statements and Disclosures
 1.
    
    Review, and recommend to the Board of Directors for approval, the
annual audited financial statements.2.
    
    Review, and recommend to the Board of Directors 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
 15




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##### 



(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 of Directors before the release of
such information, then the matter shall be referred to the Board of Directors
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.5.
    
    Review, and recommend to the Board of Directors 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 of Directors 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.
 16




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##### 



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.
 External Auditor
 12.
    
    Assess the performance and consider the annual appointment of
external auditor for recommendation to the Board of Directors 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 of
Directors, the Committee, the external auditor and management that the external
auditor reports directly to the shareholders and the Board of Directors 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 of Directors 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 of Directors. 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
 17




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##### 



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.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.
 18




---



##### 



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).26.
    
    Review and approve the annual audit plan of the internal auditor
(where applicable), and ensure there is a clear understanding between the Board
of Directors, the Committee, the internal auditor and management that the
internal auditor reports directly to the Board of Directors 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.
 Internal Controls
 29.
    
    Obtain reasonable assurance, by discussions with and reports from
management, the external auditor and the internal auditors (where
 19




---



##### 



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.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 of Directors Chairman and the Chief Executive
Officer of the Corporation.
 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 of Directors. 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.
 20




---



##### 



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 of Directors.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 of Directors.
   Corporate Governance and Compensation Committee
 (PHOTO OF CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE MEMBERS)
    
    The Corporate Governance and Compensation Committee members are all independent directors. The
committee members are Robert J. Bradshaw, William D. Grace and Susan E. Hartman. 
This committee makes recommendations to the Board of Directors on:
 Corporate Governance Matters
 
    
    developments in the area of corporate governance generally;
    
    composition and size of the Board of Directors;
    
    appropriate candidates for nomination to the Board of Directors;
 21




---



##### 




    
    providing an orientation and education program for new directors;
    
    evaluating the performance of the Board of Directors, 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.
  ELECTION OF DIRECTORS
    22




---



##### 



Ronald
P. Triffo - Chairman of the Board of Directors, Stantec Inc.
 (PHOTO OF RONALD P. TRIFFO)
    
    Ronald P. Triffohas been associated with Stantec since 1977. He
was appointed President in 1983, President and CEO in 1988 and Chairman of the Board of Directors in 1998. Mr. Triffo holds a BSc. in Civil Engineering from
the University of Manitoba and a MSc. in Engineering from the University of Illinois. He is currently a director of TELUS Corporation and Chairman and
director of ATB Financial. He is the Vice Chair of the Board of Directors of the Alberta Ingenuity Fund and is the immediate Past Chair of the Alberta
Economic Development Authority. Mr. Triffo also serves on the Board of 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.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2005 AttendanceAugust 12, 1985
    
    
    Yes
    
    

    481,888
    
    
    
    
    100,000
    
    
    
    Not eligible
    
    
    Board Meetings
    
    
    8 of 8
 Anthony
(Tony) P. Franceschini  President & CEO, Stantec Inc.
 (PHOTO OF ANTHONY P. FRANCESCHINI)
    
    Anthony P. Franceschinihas been with Stantec since 1978, where he has
provided consulting services, management, and leadership, becoming Chief Executive Officer in 1998. He has served as a director of Stantec since the
Company became publicly traded in March 1994. 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.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2005 AttendanceFebruary 3, 1994
    
    
    No
    
    
    208,781
    
    
    
    150,000
    
    
    
    Not eligible
    
    
    Board Meetings
    
    
    8 of 8
 Robert
J. Bradshaw - Chairman, Contor Industries Limited
 (PHOTO OF ROBERT J. BRADSHAW)
    
    Robert J. Bradshawhas been a member of Stantecs Board of Directors since 1993. He is a professional engineer with a diverse background in the
manufacturing, oil, consulting engineering, and nuclear industries, 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. The business of the Contor
companies ranges from nuclear and aerospace to hydro electric; gold mining; food processing; aircraft leasing and waste disposal. Mr. Bradshaw is a director of Configuresoft, Inc.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2005 AttendanceDecember 14, 1993
    
    
    Yes
    
    

    55,000
    
    
    

    0
    
    
    

    4,800
    
    
    
    Board Meetings
    
    
    8 of 8Compensation
    
    
    3 of 3CorporateGovernance &Committee
 23




---



##### 



E. John (Jack) Finn  Corporate Director
 (PHOTO OF E. JOHN (JACK) FINN)
    
    E. John (Jack) Finnhas been a member of Stantecs Board of Directors since 1995. He is the retired Chairman of Dorr-Oliver, Inc., a
process engineering and equipment firm. An electrical engineering graduate of Carnegie Mellon University, Mr. Finn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, he is currently a director of Vodium of Washington, DC and Delicious Milk Company of New York, NY.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2005 AttendanceOctober 17, 1995
    
    
    Yes
    
    

    19,000
    
    
    

    10,000
    
    
    

    4,800
    
    
    
    Board Meetings
    
    
    7 of 8Audit Committee
    
    
    6 of 6
 William D. Grace  Corporate Director
 (PHOTO OF WILLIAM D. GRACE)
    
    William D. Gracehas been a member of Stantecs Board of Directors since 1994. Mr. 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. Mr. Grace is the recipient of several awards including the Alberta Achievement Award from the Province of Alberta, the Lifetime
Achievement Award from the Alberta Institute of Chartered Accountants and the University of Alberta Alumni Award of Excellence. He currently holds a number
of corporate directorships in addition to Stantec, including the Forzani Group Ltd., Melcor Developments, Millar Western Forest Products Ltd. and several
private companies. He is also the independent Chairman of the Edmonton Pipe Industry Pension Trust and Health & Welfare Funds, a director of Mutual Fund
Dealers Association of Canada, and a public council member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta. Mr. Grace has been active over the past 25 in numerous community and professional activities.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2005 AttendanceApril 29, 1994
    
    
    Yes
    
    

    13,000
    
    
    

    0
    
    
    


4,800
    
    
    
    Board Meetings
    
    
    8 of 8Audit Committee
    
    
    6 of 6CorporateGovernance &
    
    
    2 of 3CompensationCommittee
 24




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##### 



Susan E. Hartman  President and Owner, The Hartman Group
 (PHOTO OF SUSAN E. HARTMAN)
    
    Susan E. Hartmanhas been a member of Stantecs Board of Directors since 2004. Ms. Hartman holds a BSc. 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.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2005 AttendanceNovember 4, 2004
    
    
    Yes
    
    

    0
    
    
    

    0
    
    
    

    2,800
    
    
    
    Board Meetings
    
    
    8 of 8CorporateGovernance &
    
    
    3 of 3CompensationCommittee
 Robert R. Mesel  Corporate Director
 (PHOTO OF ROBERT R. MESEL)
    
    Robert R. Meselhas been a member of Stantecs Board of Directors since 2004. Mr. 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.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2005 AttendanceNovember 4, 2004
    
    
    Yes
    
    

    2,500
    
    
    

    0
    
    
    

    2,800

    
    
    
    Board Meetings
    
    
    8 of 8Audit Committee
    
    
    5 of 6
 25




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##### 



Aram H. Keith  Vice-Chairman of the Board of Directors, Stantec Inc.
 (PHOTO Of ARAM H. KEITH)
    
    Aram H. Keithco-founded The Keith Companies in March 1983 and served as its Chief Executive Officer and Chairman of the Board of Directors until its
acquisition by Stantec in 2005. During that time, the firm grew to have 17 offices and over 850 employees. Under his leadership, The Keith Companies won
many major awards for its outstanding projects. Mr. Keith has been a licensed civil engineer since 1972. He received a Bachelor of Science degree in civil
engineering from California State University at Fresno and was recently named Alumni of the Year. Mr. Keith was named an Entrepreneur of the Year by Ernst &
Young and his firm was named one of the Top 10 Large Firms to Work For by Civil Engineering News in 2005. Mr. Keith has served his church in many capacities
throughout the years and currently sits on its Board of Trustees. He has also been heavily involved in groups like the Boy Scouts, the Boys and Girls Clubs, the Special Olympics, City of Hope, and Concordia University.
 Director Since
    
    
    Independent
    
    
    Common Shares
    
    
    Options
    
    
    Deferred Share Units
    
    
    2005 AttendanceNovember 3, 2005
    
    
    No
    
    

    278,581
    
    
    

    0
    
    
    
    Not eligible
    
    
    Board Meetings
    
    
    1 of 1
  COMPENSATION OF DIRECTORS
     1.
    
    encourage the directors to hold a continuing equity interest in Stantec;2.
    
    align the interests of directors with the interests of shareholders; and3.
    
    attract and retain qualified Canadian and US directors.
  26




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##### 




    
    1,600 DSUs a year (400 per quarter);
    
    an additional $1,500 per quarter if they chair the Board of Directors Corporate
Governance and Compensation Committee;
    
    an additional $3,000 per quarter if they chair the Board of Directors Audit Committee;
and
    
    $1,800 for every Board of Directors meeting or Board of Directors committee meeting
they attend.
  
    
    chair and meeting fees
    
    $129,000
    
    DSUs (valued at date of issue)
    
    $291,000
 EXECUTIVE COMPENSATION
 Summary Compensation Table
  Long-TermName and Principal
    
    
    Year
    
    
    Annual Compensation
    
    
    Compensation
    
    
    All OtherPosition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    
    CompensationSalary
    
    
    Bonus1
    
    
    Securitiesunder Options2A.P. FRANCESCHINI
    
    
    
    2005
    
    
    
    $
    375,004
    
    
    
    $
    1,161,425
    
    
    
    nil
    
    
    $
    7,730
    3President & CEO
    
    
    
    2004
    
    
    
    $
    375,004
    
    
    
    $
    844,350
    
    
    
    nil
    
    
    $
    9,000
    32003
    
    
    
    $
    367,793
    
    
    
    $
    717,338
    
    
    
    
    150,000
    
    
    
    $
    11,250
    4D.W. WILSON
    
    
    
    2005
    
    
    
    $
    232,828
    
    
    
    $
    300,000
    
    
    
    nil
    
    
    $
    11,883
    5Vice President & CFO
    
    
    
    2004
    
    
    
    $
    224,030
    
    
    
    $
    250,000
    
    
    
    
    5,000
    
    
    
    $
    69,439
    62003
    
    
    
    $
    196,165
    
    
    
    $
    195,000
    
    
    
    
    6,500
    
    
    
    $
    5,500
    3
 27




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##### 



Long-TermName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compensation
    
    
    All OtherPosition
    
    
    Year
    
    
    Annual Compensation
    
    
    Awards
    
    
    CompensationSecuritiesSalary
    
    
    Bonus1
    
    
    under Options2R.L. ALARIE
    
    
    
    2005
    
    
    
    $
    241,744
    
    
    
    $
    350,000
    
    
    
    nil
    
    
    $
    10,983
    3Executive Vice President
    
    
    
    2004
    
    
    
    $
    233,649
    
    
    
    $
    350,000
    
    
    
    
    5,000
    
    
    
    $
    3,750
    3Stantec Consulting Ltd.
    
    
    
    2003
    
    
    
    $
    196,165
    
    
    
    $
    230,000
    
    
    
    
    6,000
    
    
    
    $
    5,500
    3M.E. JACKSON
    
    
    
    2005
    
    
    
    $
    226,336
    
    
    
    $
    300,000
    
    
    
    nil
    
    
    $
    10,305
    3Senior Vice President
    
    
    
    2004
    
    
    
    $
    218,460
    
    
    
    $
    250,000
    
    
    
    
    5,000
    
    
    
    $
    5,869
    3Stantec Consulting Ltd.
    
    
    
    2003
    
    
    
    $
    176,542
    
    
    
    $
    205,000
    
    
    
    
    8,000
    
    
    
    $
    5,100
    3W.B. LESTER
    
    
    
    2005
    
    
    
    $
    241,744
    
    
    
    $
    350,000
    
    
    
    nil
    
    
    $
    702,982
    7Executive Vice President
    
    
    
    2004
    
    
    
    $
    230,994
    
    
    
    $
    350,000
    
    
    
    
    5,000
    
    
    
    $
    6,192
    3Stantec Consulting Ltd.
    
    
    
    2003
    
    
    
    $
    220,664
    
    
    
    $
    350,000
    
    
    
    
    7,000
    
    
    
    $
    6,000
    3
 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 Mr. Franceschini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 ($10,533) and a service award ($1,350).
 6 Represents a payment to Mr. Wilsons registered retirement savings/employee share
purchase plan ($5,980) and a payout of vacation time that Mr. Wilson had accrued but not taken
during his time at Stantec ($63,459).
 7 Represents payments to Mr. Lesters registered retirement savings plan ($10,982) and
in respect of the termination of Mr. Lesters employment ($692,000).
 Option Grants During the Most Recently Completed Financial Year
  Aggregated Option Exercises During the Most Recently Completed Financial Year and Financial
Year-End Option Values
 Securities
    
    
    
    
    
    
    
    Unexercised Options at
    
    
    Value of UnexercisedAcquired
    
    
    Aggregate Value
    
    
    Financial Year End
    
    
    in-the-Money Optionson Exercise
    
    
    Realized
    
    
    (#)
    
    
    at Financial Year End1Name
    
    
    (#)
    
    
    ($)
    
    
    Exercisable/Unexercisable
    
    
    Exercisable/UnexercisableA.P. Franceschini
    
    
    nil
    
    
    nil
    
    
    
    142,000 / 60,000
    
    
    
    $
    3,762,800 / $841,500D.W. Wilson
    
    
    nil
    
    
    nil
    
    
    
    32,501 / 5,499
    
    
    
    $
    967,660 / $91,441R.L. Alarie
    
    
    
    5,000
    
    
    
    $
    59,750
    
    
    
    
    6,667 / 5,333
    
    
    
    $
    138,672 / $88,328M.E. Jackson
    
    
    nil
    
    
    nil
    
    
    
    15,001 / 5,999
    
    
    
    $
    327,435 / $100,816W.B. Lester
    
    
    nil
    
    
    nil
    
    
    
    10,335 / 5,665
    
    
    
    $
    213,947 / $94,553
 1 The closing price of Stantecs Common Shares on the TSX on December 31, 2005 was
$39.75.
 28




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##### 



EQUITY COMPENSATION PLAN INFORMATION
 Number of securitiesNumber of
    
    
    
    
    
    
    
    remaining available forsecurities to
    
    
    
    
    
    
    
    future issuance under equitybe issued upon
    
    
    Weighted-average
    
    
    compensation plansexercise of
    
    
    exercise price of
    
    
    (excluding securitiesoutstanding options
    
    
    outstanding options
    
    
    reflected in column (a))Plan Category
    
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    
    938,264
    
    
    
    $
    13.88
    
    
    
    
    57,739
    1
 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 758,935 Stantec options which have
been exercised over the life of the Stantec Stock Option Plan less the 938,264 Stantec options
outstanding as at December 31, 2005.
 INDEBTEDNESS OF ANY DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
  (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;
  EMPLOYMENT CONTRACTS
 Anthony P. Franceschini
  (a)
    
    an annual base salary of $375,000,(b)
    
    an annual bonus of 1.5% of Stantecs annual net income before deductions for employee
performance bonuses, executive bonuses and taxes, and(c)
    
    options for Stantec Common Shares as follows:
 Number of Options
    
    Strike
Price
    
    Vesting Date
    
    Expiry Date30,000
    
    $
    16.10
    
    
    January 3, 2004
    
    January 3, 201030,000
    
    $
    18.85
    
    
    January 3, 2005
    
    January 3, 201130,000
    
    $
    21.60
    
    
    January 3, 2006
    
    January 3, 201230,000
    
    $
    24.35
    
    
    January 3, 2007
    
    January 3, 201330,000
    
    $
    27.10
    
    
    January 3, 2008
    
    January 3, 2013
  29




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##### 



Donald W. Wilson
    Raymond L. Alarie
  Mark E. Jackson
   30




---



##### 



W. Barry Lester
  REPORT ON EXECUTIVE COMPENSATION
 Composition of Corporate Governance and Compensation Committee
  Compensation Philosophy
    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; and5.
    
    encourage key employees to become Stantec shareholders.
  31




---



##### 




    
    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 of Directors feels are relevant with respect to any
individual key employee.
 Compensation of the Chief Executive Officer
     
 
 
 32




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##### 



PERFORMANCE GRAPH
  
 
  DIRECTORS AND OFFICERS LIABILITY INSURANCE
  2006 SHAREHOLDER PROPOSALS
  33




---



##### 



ADDITIONAL INFORMATION
 www.sedar.com
  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 interim financial
statements created after the latest annual financial statements;
 c)
    
    one copy of Stantecs most recent Management Information Circular in respect of the most
recent annual shareholder meeting that involved the election of directors.
   DIRECTORS APPROVAL
  
 Jeffrey S. Lloyd
 34




---



##### 



SCHEDULE A
 STATEMENT OF CORPORATE GOVERNANCE PRACTICES
  Board of Directors
      Board of Directors Mandate
   35




---



##### 



1.
    
    Integrity of CEO and other Executive OfficersThe Board of Directors assesses the integrity of the CEO and other executive officers through
regular interaction at Board of Directors and committee meetings and through ongoing
interaction. In addition, the Board of Directors satisfies itself that the CEO and other
executive officers are creating a culture of integrity throughout Stantec by reviewing
annually with the CEO and executive officers what policies and procedures are in place to
create a culture of integrity.2.
    
    Adoption of a Corporate Strategic Planning ProcessIt is the responsibility of the Board of Directors to ensure that Stantec has appropriate
short and long-term goals and has implemented a strategic planning process. In identifying
and adopting short and long-term goals and a strategic planning process, the Board of
Directors shall look to the management of Stantec, and particularly the CEO, for leadership.
In addition to ensuring a strategic planning process is in place, the Board of Directors
should assist in the process by maintaining open communication lines with management both
directly and through the CEO, providing objectivity to plans and adding its collective
experienced judgement to the strategic planning process. Finally, the Board of Directors
must approve Stantecs strategies as they evolve and as they may change. In this context,
the Board of Directors must be responsible for monitoring managements success in
implementing and modifying its strategies as may be required.3.
    
    Managing Risks and Protecting Shareholder ValueThe Board of Directors shall be responsible to ensure that proper procedures are established
for the protection of shareholder value. The Board of Directors is expected to adequately
scrutinize material programs and approve material capital expenditures, acquisitions and
divestitures.Members of the Board of Directors are responsible for and must be expected to understand the
principal risks associated with Stantecs business. In this regard, the Board of Directors
must rely upon management of Stantec to identify and monitor risks on a day-to-day basis;
however, the Board of Directors must ensure that there are adequate systems in place which
effectively monitor and manage the risks of the business to ensure Stantecs long-term
viability. It is acknowledged and understood that all business decisions involve balancing
risks with reward and benefit, and hence any material business actions must balance the
potential return against the potential damage to shareholders.4.
    
    Appointing, Developing and Monitoring Senior Management (Succession Planning)The Board of Directors implements its corporate strategies and resolutions through delegation
to management. In turn, management must inform and communicate properly with the Board of
Directors and in accordance with the Board of Directors stated goals and objectives. As a
result, the Board of Directors must ensure that it has retained a management of appropriate
calibre, particularly in the role of the CEO. The Board of Directors must implement systems
to assess the performance of its senior management, particularly that of the CEO, against
objectives established by the Board of Directors. To the extent there are mechanisms which
may assist the appointment, development and assessment of management, the Board of Directors
should be satisfied that such systems are in place and that an orderly succession of senior
management can be facilitated.
 36




---



##### 



5.
    
    Communications PolicyThe Board of Directors shall ensure that Stantec has a policy in place to enable it to
communicate effectively with shareholders, other stakeholders and the public generally,
including the capital markets. Stantecs communications policy must effectively relate the
operations of Stantec to shareholders and should facilitate open communication with
shareholders. The CEO will be directly responsible for approving the issuance of any
material communications to shareholders.6.
    
    Internal Corporate Controls and Management Information SystemsThe Board of Directors shall ensure there are control and information systems in place to
ensure the effective discharge of its responsibilities hereunder and in law. In particular,
the Board of Directors will ensure Stantec has (a) an audit system and internal controls
which verify the integrity of the financial data and the compliance of financial information
with appropriate accounting principles, (b) adequate environmental information, controls and
reporting systems, and (c) systems for monitoring and evaluating the implementation of
corporate strategy and material corporate decisions.
  Position Descriptions
  Chief Executive Officer Position Description
 Appointment
  Reporting and Review
  Duties and Responsibilities
  37




---



##### 




    
    foster a corporate culture that promotes ethical practices and encourages individual
integrity;
    
    work with the Chairman of the Board of Directors to ensure the Board of Directors is
provided with all information and access to management necessary to allow it to fulfill its
statutory, governance and other obligations in a timely manner;
    
    fully apprise the Board of Directors of all matters that are material to directors, and
alert the Chairman in a timely manner of any material changes or events that may impact the
risk profile, financial affairs or performance of Stantec;
    
    together with the Chairman, develop and recommend to the Board of Directors a long-term
strategy and vision for Stantec that leads to enhancement of shareholder value;
    
    develop and recommend to the Board of Directors annual business plans and budgets that
support Stantecs long-term strategy;
    
    consistently strive to achieve Stantecs financial and operating goals and objectives;
    
    promote continuous improvement in the quality and value of Stantecs services;
    
    seek to secure and maintain a competitive position for Stantec within its industry;
    
    ensure that Stantec has an effective management team below the level of CEO and has an
active plan for management development and succession;
    
    implement policies and processes to ensure the integrity of Stantecs internal controls,
management information and financial reporting;
    
    serve as the spokesperson for Stantec and oversee communication between Stantec and its
shareholders, the investment community, media, governments and their agencies, employees
and the general public.
 Chairman
   
    
    chair all meetings of the Board of Directors;
    
    oversee the Board of Directors discharge of its duties assigned to it by law, in the
constating documents of Stantec and the Corporate Governance Guidelines;
    
    together with the CEO, represent Stantec to employees, shareholders and other
stakeholders;
 
 38




---



##### 




    
    develop a good working relationship between the office of the Chairman, the President
and CEO, and the Board of Directors to assure open communications, cooperation,
interdependence, mutual trust, respect, and commonality of purpose;
    
    take steps to foster the Board of Directors understanding of its responsibilities and
boundaries with management;
    
    establish procedures to govern the effective and efficient conduct of the Board of
Directors work;
    
    establish the agenda for, and preside at all meetings of the Board of Directors and
annual and special meetings of shareholders;
    
    oversee the distribution of information to the Board of Directors in a manageable form,
sufficiently in advance of the meeting;
    
    oversee the functions delegated to the committees and monitor the committees work to
see that these functions are carried out and results are reported to the Board of
Directors; and
    
    carry out other duties as requested by the Board of Directors.
 Vice-Chairman
   
    
    attend all meetings of the Board of Directors;
    
    serve as a spokesperson for the Corporation as requested by the Chairman of
the Board of Directors or the President and CEO;
    
    carry out special assignments as requested by the Chairman;
    
    participate as a vital part of the Board of Directors leadership; and
    
    perform other responsibilities as assigned by the Board of Directors.
 Corporate Governance and Compensation Committee Chairman
   
    
    set the tone for the Corporate Governance and Compensation Committee work;
 39




---



##### 




    
    set the agenda and chair Corporate Governance and Compensation Committee meetings, and
ensure distribution of meeting minutes;
    
    oversee the logistics of the committees operations and ensure compliance with the
Corporate Governance and Compensation Committee Terms of Reference;
    
    report to the full Board of Directors on the Corporate Governance and Compensation
Committees decisions and recommendations; and
    
    chair the meetings of the Board of Directors in the absence of the Chairman of the Board
of Directors.
 Audit Committee Chairman
   
    
    set the tone for the committee work;
    
    set the agenda and chair Audit Committee meetings, and ensure distribution of meeting
minutes;
    
    oversee the logistics of the committees operations and ensure compliance with the Audit
Committee Terms of Reference; and
    
    report to the full Board of Directors on the Audit Committees decisions and
recommendations.
 Orientation and Continuing Education
    40




---



##### 



Ethical Business Conduct
 www.stantec.com www.sedar.com
  www.stantec.com
  Nomination of Directors
  Compensation
  41




---



##### 



Assessments
   Communications Policy
    Compliance with NYSE Standards
  42




---



##### 




    
    Section 303A.07(d) of the NYSEs Listed Company Manual requires each listed
company to have an internal audit function. We do not have, and Canadian law and the rules
of the TSX do not require us to have, an internal audit function.
 
    
    Section 303A.08 of the NYSEs Listed Company Manual requires shareholder
approval of all equity compensation plans and material revisions.
 o
    
    The definition of equity compensation plans under the NYSE rules covers
plans that provide for the delivery of newly issued securities, as well as plans
which rely on securities reacquired on the market by the issuing company for the
purpose of redistribution to employees and directors.
 
    
    The TSX rules require shareholder approval of security based compensation
arrangements only in respect of arrangements which involve the delivery of newly issued
securities.The TSX rules require shareholder approval of these arrangements when they are first
introduced, and thereafter (a) every three years in respect of all unallocated options,
rights or other entitlements under an arrangement with a rolling percentage maximum, or (b)
at the time and in respect of, any amendment to such arrangements (unless the amendment
relates to an arrangement previously approved by shareholders and which includes specific
authority for certain TSX-specified types of amendments, and the proposed amendment is of
the type so specified). Stock purchase plans where no financial assistance or discount is
provided by the company for the purchase of securities are not subject to the shareholder
approval requirement. We comply with the rules of the TSX.
 43




---



##### 



SCHEDULE B
 OPTION RESOLUTION
   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 2,257,063 Common Shares, being 10% of the issued and outstanding Common
Shares on March 15, 2006 (on a non-diluted basis) and further subject to the applicable rules
and regulations of all regulatory authorities to which the Corporation is subject; and
 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.
 SCHEDULE C
 SUBDIVISION RESOLUTION
   BE IT RESOLVED THAT:
 1.
    
    the Articles of the Corporation be amended to subdivide each issued Common Share of the
Corporation on a two (2) for one (1) basis; and
 2.
    
    any officer of the Corporation be and is hereby authorized to execute and deliver, for and on
behalf of the Corporation, 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, including but not
limited to executing and filing the necessary Articles of Amendment, provided that the
directors may, in their sole discretion, revoke this special resolution before the subdivision
of the Common Shares is effected without further approval of the shareholders.
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