EX-99.3 4 d321603dex993.htm EXHIBIT 99.3

Exhibit 99.3

Exhibit 99.3

9th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

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Security Class COMMON CLASS

Holder Account Number

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Form of Proxy - Annual General Meeting to be held on May 10, 2012

This Form of Proxy is solicited by and on behalf of Management.

You can enroll to receive future securityholder

communications electronically by visiting

www.computershare.com/eDelivery and clicking

on “eDelivery Signup”.

To Receive Documents Electronically

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.

Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 123456

Go to the following web site:

www.investorvote.com

To Vote Using the Internet

Call the number listed BELOW from a touch tone

telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Telephone

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting

or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please

insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are

voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your

power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy

will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the

instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted

accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the

meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:30 am, Mountain Time, on Tuesday, May 8, 2012.

Appointment of Proxyholder

Enter the name of the person you are

appointing if this person is someone

other than the foregoing.

I/We, being shareholder(s) of Stantec Inc. (the “Corporation”)

hereby appoint: Aram H. Keith, Chairman of Stantec Inc., or failing

him, Robert J. Gomes, President and CEO of Stantec Inc. OR

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all

other matters that may properly come before the Annual General Meeting of Stantec Inc. to be held at the Art Gallery of Alberta, 2 Sir Winston Churchill Square, Edmonton, AB,

T5J 2C1 on May 10, 2012 at 10:30 AM and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY OVER THE BOXES.

1. Election of Directors

2. Appointment of Auditors

The reappointment of Ernst & Young, Chartered Accountants, as Stantec’s auditor and authorizing the directors to fix the auditor’s remuneration.

Withhold

01. Douglas K. Ammerman

04. Delores M. Etter

07. Susan E. Hartman Withhold

02. Robert J. Bradshaw

05. Anthony P. Franceschini

08. Aram H. Keith Withhold

03. David L. Emerson, PC

06. Robert J. Gomes

09. Ivor M. Ruste

3. Non-binding Advisory Vote on Executive Compensation

Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach

to executive compensation disclosed in the Company’s information circular delivered in advance of the 2012 annual meeting of shareholders.

Against

Authorized Signature(s) - This section must be completed for your

instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We

hereby revoke any proxy previously given with respect to the Meeting. If no voting

instructions are indicated above, this Proxy will be voted as recommended

by Management.

Signature(s) Date

Interim Financial Statements - Mark this box if you would like

to receive interim financial statements and accompanying

Management’s Discussion and Analysis by mail.

Financial Review - Mark this box if you would NOT like to receive

the Annual Financial Statements and accompanying Management’s

Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.