Management’s Responsibility for Financial Reporting

1 131 The accompanying audited consolidated Financial statements ( Financial statements ) of SNC-Lavalin Group Inc. and all the information in this Financial report are the Responsibility of management and are approved by the Board of Directors. The Financial statements have been prepared by management in accordance with International Financial Reporting Standards. When alternative accounting methods exist, management has chosen those it considers most appropriate in the circumstances. The significant accounting policies used are described in Note 2 to the Financial statements. Certain amounts in the Financial statements are based on estimates and judgments.

2 Management has determined such amounts on a reasonable basis in order to ensure that the Financial statements are presented fairly, in all material respects. Management has prepared the Financial information presented elsewhere in the Financial report and has ensured that it is consistent with that in the Financial statements. The Company s Chief Executive Officer ( CEO ) and Chief Financial Officer ( CFO ) are responsible for establishing and maintaining disclosure controls and procedures and internal control over Financial Reporting . The CEO and the CFO have supervised an evaluation of the effectiveness of the Company s internal control over Financial Reporting , as at December 31, 2017, in accordance with the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

3 Based on this evaluation, the CEO and the CFO have concluded that the Company s internal control over Financial Reporting , as at December 31, 2017, was effective to provide reasonable assurance regarding the reliability of the Company s Financial Reporting and the preparation of its Financial statements for external purposes in accordance with International Financial Reporting Standards. Management excluded from its assessment the internal control over Financial Reporting at WS Atkins Limited ( Atkins ) and Data Transfer Solutions LLC, which were acquired on July 3, 2017 and on October 30, 2017, respectively, and whose revenues, net income attributable to SNC-Lavalin shareholders and total assets constitute approximately 19%, 31% and 10% of the consolidated Financial statements as at and for the year ended December 31, 2017.

4 The Board of Directors is responsible for ensuring that management fulfills its responsibilities for Financial Reporting and is ultimately responsible for reviewing and approving the Financial statements. The Board of Directors carries out this Responsibility principally through its Audit Committee. The Audit Committee is appointed by the Board of Directors, and all of its members are independent directors. The Audit Committee meets periodically with management, as well as with the internal and independent auditors, to discuss disclosure controls and procedures, internal control over Financial Reporting , management information systems, accounting policies, auditing and Financial Reporting issues, to satisfy itself that each party is properly discharging its responsibilities, and to review the Financial statements, the Management s Discussion and Analysis and the independent auditor s report.

5 The Audit Committee reports its findings to the Board of Directors for consideration when approving the Financial statements for issuance to the shareholders. The Audit Committee also considers, for review by the Board of Directors and approval by the shareholders, the engagement or reappointment of the independent auditor, and reviews and approves the terms of its engagement as well as the fee, scope and timing of its services. The Financial statements have been audited, on behalf of the shareholders, by Deloitte LLP, the independent auditor, in accordance with Canadian generally accepted auditing standards. The independent auditor has full and free access to the Audit Committee and may meet with or without the presence of management.

6 NEIL BRUCE (signed) SYLVAIN GIRARD (signed) PRESIDENT AND CHIEF EXECUTIVE OFFICER EXECUTIVE VICE-PRESIDENT AND CHIEF Financial OFFICER FEBRUARY 21, 2018 MONTREAL, CANADA Management s Responsibility for Financial Reporting 132 To the Shareholders of SNC-Lavalin Group Inc. We have audited the accompanying consolidated Financial statements of SNC-Lavalin Group Inc.

7 , which comprise the consolidated statements of Financial position as at December 31, 2017 and December 31, 2016, and the consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated Financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated Financial statements that are free from material misstatement, whether due to fraud or error.

8 Auditor s Responsibility Our Responsibility is to express an opinion on these consolidated Financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated Financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated Financial statements, whether due to fraud or error.

9 In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated Financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated Financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

10 Opinion In our opinion, the consolidated Financial statements present fairly, in all material respects, the Financial position of SNC-Lavalin Group Inc. as at December 31, 2017 and December 31, 2016, and its Financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. /s/ Deloitte LLP1 FEBRUARY 21, 2018 MONTREAL, CANADA (1) CPA auditor, CA, public accountancy permit No. A114871 Independent Auditor s Report 2017 CONSOLIDATED Financial STATEMENTS 133 (IN THOUSANDS OF CANADIAN DOLLARS) Note DECEMBER 31 2017 DECEMBER 31 2016 ASSETS Current assets Cash and cash equivalents 8 $ 706,531 $ 1,055,484 Restricted cash 8 20,932 55,577 Trade receivables 9 1,445,859 935,983 Contracts in progress 1,329,861 1,188,912 Inventories 10 110,237 138,795 Other current Financial assets 11 442,500 492,725 Other current non- Financial assets 12 450,877 315,847 Assets of disposal group classified as held for sale and assets held for sale39 107,994 6,706 Total current assets 4,614,791 4,190,029 Property and equipment 13 414,138 298.