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BIRD CONSTRUCTION INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

and

MANAGEMENT INFORMATION CIRCULAR

MARCH 16, 2022

MANAGEMENT INFORMATION CIRCULAR

MARCH 16, 2022

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS .............................................. 3 VOTING INFORMATION .......................................................................................................................... 5 BUSINESS OF THE MEETING ................................................................................................................. 11 COMPENSATION OF DIRECTORS ......................................................................................................... 19 BOARD SKILLS AND EXPERIENCE ....................................................................................................... 21 INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES ..................................................... 24 DIRECTORS' AND OFFICERS' LIABILITY INSURANCE ....................................................................... 24 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ........................................... 24 CORPORATE GOVERNANCE ................................................................................................................. 24 COMPENSATION OF EXECUTIVE OFFICERS ...................................................................................... 31 PERFORMANCE GRAPH ........................................................................................................................ 45 ADDITIONAL INFORMATION .................................................................................................................. 45 APPROVAL BY THE BOARD OF DIRECTORS ...................................................................................... 47 SPECIAL RESOLUTION RELATING TO AMENDMENT TO THE ARTICLES……………..…………..…48 BOARD MANDATE - DUTIES AND RESPONSIBILITIES OF THE BOARD .......................................... 49

Bird Construction Inc.

2021 Management Information Circular

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on May 10, 2022

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the holders of shares (“ Shares ”) of Bird Construction Inc. (the “ Company ” or “ Bird ”) will be conducted via live audio webcast available online at https://meetnow.global/MFHTYSV on Tuesday, May 10, 2022 at 2:30 p.m. (Eastern time), subject to any adjournments or postponements thereof, for the following purposes:

a. to receive the Company’s annual financial statements for the year ended December 31, 2021 and the report of the auditors on those statements;
b. to pass a special resolution to: i) amend the articles of incorporation to increase the maximum number of directors of the Company (“ Directors ”) from ten to twelve; and ii) authorize the Directors to increase, by resolution of the Board of Directors passed from time to time, the number of Directors of the Company by up to one-third of the number of Directors elected at the last meeting of shareholders and up to the maximum number of Directors as set out in the articles, as amended (the “ Special Resolution ”);
c. to elect eleven Directors for the ensuing year;
d. to reappoint the auditors for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the auditors; and
e. to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

A Management Information Circular accompanies this Notice. The Management Information Circular contains details of matters to be considered at the Meeting.

The Company has been carefully monitoring the status of the COVID-19 pandemic and is proactively implementing measures to prioritize the health and well-being of its employees, suppliers, partners, shareholders, communities and other stakeholders. To proactively deal with the public health impact of the COVID-19 pandemic and to mitigate risks to the health and safety of stakeholders, the Company will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON. Holders of record of shares (“ Shareholders ”) will have an equal opportunity to participate during the Meeting’s live webcast, regardless of their geographic location.

You will be able to attend the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. Those accessing the virtual Meeting must remain connected to the internet at all times during the Meeting in order to vote when balloting commences.

Inside this document, you will find detailed information on how Shareholders can attend, participate in and vote at the Meeting.

Registered Shareholders and duly appointed proxyholders of such Registered Shareholders will be able to participate, vote and submit questions during the virtual Meeting, all in real time.

Non-Registered Shareholders (being shareholders whose shares are registered in the name of an intermediary such as a bank, trust company, securities dealer or broker, trustee or administrator of a self administered registered retirement savings plan, registered retirement income fund, registered education savings plan or similar plan) who have not appointed themselves as proxyholders to participate and vote at the meeting may login as a guest; however they will not be able to vote or submit questions at the Meeting.

Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual meeting must submit their Proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step

Bird Construction Inc.

2021 Management Information Circular

once a Shareholder has submitted their Proxy or Voting Instruction Form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting. To register a proxyholder, Shareholders must visit Computershare.com/Bird by 2:30 p.m. (Eastern time) on Friday, May 6, 2022 (or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof) and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code by email.

Only holders of record of Shares at the close of business on March 11, 2022 will be entitled to vote at the Meeting, or any adjournment(s) or postponement(s) thereof. If you are attending the Meeting online you can vote at the Meeting. Regardless, all Shareholders are strongly encouraged to vote by submitting their completed Form of Proxy (or Voting Instruction Form (“VIF”)) prior to the Meeting.

Registered Shareholder: You are a Registered Shareholder if your name appears on a share certificate or a Direct Registration System statement confirming your holdings. If you are a Registered Shareholder, you have received a “Form of Proxy” for the Meeting. Complete, date and sign the Form of Proxy and return it, in the envelope provided, to the Company's transfer agent, Computershare Investor Services Inc., by delivering the proxy to Proxy Department, Computershare Investor Services Inc.: (i) by mail to 100 University Ave., 8th floor, Toronto, Ontario, M5J 2Y1; or (ii) by phone at 1-866-732-VOTE (8683) Toll Free; or (iii) online at www.investorvote.com, so that it is received by 2:30 p.m. (Eastern time) on Friday, May 6, 2022 (or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof).

Non-Registered Shareholder: You are a Non-Registered Shareholder if your Shares are held through an intermediary. If you are a Non-Registered Shareholder, you have received a “Voting Instruction Form” or “VIF” for the Meeting. Please make sure to carefully follow the instructions found on your VIF to be able to attend and vote at the Meeting.

Further details on how Shareholders can attend, participate in and vote at the Meeting are provided in the Management Information Circular.

DATED at Mississauga, Ontario, this 16[th] day of March 2022.

By Order of the Directors of Bird Construction Inc.

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Paul R. Raboud Chair of the Board of Directors

Bird Construction Inc.

2021 Management Information Circular

BIRD CONSTRUCTION INC. MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

You have received this Management Information Circular (this “ Circular ”) because you owned common shares (“ Shares ”) in the capital of Bird Construction Inc. (the “ Company ” or “ Bird ”) at the close of business on March 11, 2022, the record date for the annual meeting (“ Meeting ”) of the shareholders of Bird (“ Shareholders ”) to be held solely via live audio webcast available online at https://meetnow.global/MFHTYSV on Tuesday, May 10, 2022 at 2:30 p.m. (Eastern time). As a Shareholder, you have the right to attend the Meeting virtually on May 10, 2022 and vote your Shares. The following questions and answers provide guidance on how to vote your shares.

Q: How many votes do I get?

A: Shareholders are entitled to one vote for each Share held.

Q: How do I vote?

A: Your vote is important. To ensure that your Shares will be represented and voted at the meeting, please submit your vote as soon as possible by one of the following methods:

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Internet

You will need to have your Form of Proxy or Voting Instruction Form in hand. Go to the web- site listed on the form that you received and follow the instructions on the screen.

Telephone

You will need to have your Form of Proxy or Voting Instruction Form in hand. Dial the phone number listed on the form that you received and follow the voting prompts.

Mail

Complete your Form of Proxy or Voting Instruction Form and return using the enclosed postage-paid envelope.

Virtual-Only Meeting

You must complete the steps described below to attend and vote at the meeting, which will be conducted via live audio webcast at: https://meetnow.global/MFHTYSV.

The voting process is different depending on whether you are a Registered or Non-Registered Shareholder. Voting by proxy in advance of the Meeting is the easiest way to vote your Shares. See below for additional details.

Q: Who is soliciting my proxy?

A: The enclosed Form of Proxy or VIF is being solicited by the management of Bird and the associated costs will be paid by Bird. Unless you indicate otherwise on the Form of Proxy or VIF, signing the enclosed Form of Proxy or VIF gives authority to Paul R. Raboud, Chair of the Board of Directors, and Terrance L. McKibbon, President and CEO of Bird, to vote your Shares “FOR” the Special Resolution to increase the maximum number of Directors of the Company, “FOR” the election of the eleven Directors for the ensuing year, and “FOR” the reappointment of KPMG LLP as the auditors of the Company for the ensuing year and the authorization of the Directors to fix their remuneration.

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2021 Management Information Circular

Q: Can I appoint someone other than members of management of Bird to vote my Shares?

A: Yes. In order to appoint some other person to represent you as your proxyholder at the Meeting, write the name of this person in the blank space provided in the Form of Proxy or VIF. It is important to ensure that any other person you appoint that is attending the Meeting is aware that he or she is appointed and that this person log into the online Meeting using the credentials you created for him/her as your appointee.

Q: What do I do with my completed proxy?

A: Return it to Bird’s transfer agent, Computershare Investor Services Inc., in the envelope provided.

Q: What if amendments are made to the matters being voted on or if other matters are brought before the Meeting?

A: The person named in the Form of Proxy will have discretionary authority with respect to amendments or variations of matters identified at the Meeting. As of the date of this Circular, the Directors of the Company know of no such amendment, variation or other matter to be presented for action at the Meeting.

Q: Can I change my vote once I have voted on the internet, or by telephone or take back my proxy once I

have given it?

A: Yes. If you submitted a proxy and wish to revoke and change your proxy, you are required to prepare a written statement to this effect. The statement must be signed and delivered to Bird at any time up to and including the last business day preceding the day of the Meeting. If you submitted your vote through your broker or other financial intermediary, you must follow the instructions provided by them to revoke your proxy or change your vote.

If you have already voted by proxy and you vote again during the online ballot during the Meeting, your online vote during the Meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot.

Q: If I need to contact the transfer agent, how do I reach them?

A: You can contact the transfer agent by mail at: Computershare Investor Services Inc., 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by telephone within Canada and the United States at 1-800-564-6253.

Q: What percentage of the Shares voted is required?

A: We need two-thirds of all votes cast on the Special Resolution at the Meeting, whether in person or represented by proxy, to pass the Special Resolution to increase the maximum number of Directors. We need a simple majority (at least 50% plus one vote) of all votes cast at the Meeting, whether in person or represented by proxy, to elect the nominated Directors and to appoint the auditors.

Q: Who counts the votes?

A: Bird’s transfer agent, Computershare Investor Services Inc., counts and tabulates the votes.

Q: How can I nominate a candidate for election as a Director at the Meeting?

A: Bird’s By-law No. 3 (the “ Advance Notice By-Law ”), which sets out advance notice requirements for director nominations, was confirmed by shareholders at the 2016 Annual and Special Meeting of Shareholders. The Advance Notice By-Law sets forth a procedure requiring advance notice to the Company by any Shareholder who intends to nominate any person for election as a director of the Company other than pursuant to (a) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the OBCA), or (b) a shareholder proposal made pursuant to the provisions of the OBCA. Among other things, the Advance Notice By-Law fixes a deadline by which Shareholders must notify the Company of their intention to nominate directors and sets out the information that Shareholders must provide in the notice for it to be valid. These requirements are intended to provide all Shareholders with the opportunity to evaluate and review all proposed nominees and vote in an informed and timely manner regarding said nominees. The Advance Notice By-Law is available on SEDAR at www.sedar.com and on the Company’s website at www.bird.ca. As of March 16, 2022, the Company has not received any notice of a Shareholder’s intention to nominate directors at the Meeting pursuant to the Advance Notice ByLaw.

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Bird Construction Inc.

2021 Management Information Circular

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by or on behalf of management of Bird Construction Inc. References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof. Solicitations of proxies will be made primarily by mail, but may also be made by newspaper publication, in person or by telephone, fax or oral communication by Directors, officers, employees or agents of the Company or its subsidiaries who will be specifically remunerated therefor. All costs of solicitation will be borne by the Company.

Information for Registered Shareholders

You are a Registered Shareholder if your name appears on your share certificate or your Direct Registration System (DRS) confirmation. If you are a Registered Shareholder, you will receive a Form of Proxy containing the relevant details concerning the business of the Meeting. To vote by proxy in advance of the Meeting or join the live webcast the day of the Meeting you will need to provide the Control Number listed on the Form of Proxy.

To vote your Shares in advance of the Meeting, you may provide voting instructions online at www.investorvote.com or by telephone or signing and returning the completed Form of Proxy in accordance with the instructions provided in the Circular and on your Form of Proxy.

In order to be voted, proxies must be received by 2:30 p.m. (Eastern time) on Friday, May 6, 2022 (or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof).

Information for Non-Registered Shareholders

If your Shares are not registered in your name but are held on your behalf by a financial intermediary such as a bank, trust company, securities broker or trustee, you are a Non-Registered Shareholder and you are still entitled to vote your Shares. You should carefully follow the directions of your financial intermediary with respect to the procedures to be followed to vote your Shares. If you wish to vote at the Meeting, you must have yourself appointed as proxy holder. See “Non-Registered Shareholders” below for additional details.

- Special Procedures for the Virtual Only Meeting

Please read the below carefully as it contains important information related to the Company’s virtual-only Meeting.

Registered Shareholders and Duly Appointed Proxyholders

Registered Shareholders and duly appointed Proxyholders can participate in the Meeting as follows :

Log into https://meetnow.global/MFHTYSV at least 15 minutes before the Meeting starts to allow yourself time to check into the Meeting and to complete the related procedures.
Registered Shareholders and duly appointed Proxyholders can participate in the Meeting by clicking “Shareholder” and entering a Control Number or an Invite Code. -Registered Shareholders: the 15-digit Control Number is located on the Form of Proxy or in the email notification you received.
-Duly appointed Proxyholders: Computershare will provide the Proxyholder with an Invite Code by email after the voting deadline has passed.
Follow the instructions to access the Meeting and vote when prompted.

Even if you currently plan to participate in the virtual Meeting, you should consider voting your Shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or in the event that you are unable to access the Meeting for any reason. If you access and vote on any matter at the Meeting during the live webcast, then you will revoke any previously submitted proxy.

Non-Registered Shareholders

Non-Registered Shareholders who have not appointed themselves as proxyholders may login as a guest by clicking on “Guest” and completing the online form; however they will not be able to vote or submit questions. To appoint yourself as proxyholder

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2021 Management Information Circular

visit Computershare.com/Bird by 2:30 p.m. (Eastern time) on Friday, May 6, 2022 (or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof) and complete the required steps so that Computershare may provide you with an Invite Code by email. Please note that these steps must be completed prior to the proxy deadline as set out in the Circular or you will not be able to vote your Shares at the Meeting during the live webcast. Follow the instructions above under the heading Registered Shareholders and Duly Appointed Proxyholders to log in and vote at the Meeting.

A Non-Registered Shareholder wishing to access the Meeting without voting during the live webcast – for example, because you have provided voting instructions prior to the Meeting or appointed another person to vote on your behalf at the Meeting – can access the Meeting as a Guest as noted above. You will not be able to vote or submit questions if you access the Meeting in this manner.

The time limit for depositing proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice.

Duly Appointed Proxyholders

If you have been appointed as proxyholder for a Registered or Non-Registered Shareholder (or you are a Non-Registered Shareholder who has appointed yourself as proxyholder), you can access and vote at the meeting during the live webcast as noted above under the heading Registered Shareholders and Duly Appointed Proxyholders.

Asking questions at the Meeting

Registered Shareholders and duly appointed Proxyholders (including Non-Registered Shareholders who have appointed themselves as proxyholder) will have an opportunity to ask questions at the Meeting in writing by sending a message to the chair of the meeting online through the virtual Meeting platform.

Notice and Access

As permitted by the Canadian Securities Administrators, we are using “Notice and Access” to deliver this Circular to NonRegistered Shareholders. Instead of receiving a paper copy of this Circular in the mail, Non-Registered Shareholders who hold Shares of Bird as of March 11, 2022, the record date for the Meeting, have access to it online. Non-Registered Shareholders received a package in the mail with a notice (the “ Notice ”) explaining how to access this Circular electronically and how to request a paper copy of it. A Voting Instruction Form was included with the Notice with instructions so that you can vote your Shares. See “Appointment of Proxies” below for more information on the Voting Instruction Form. Registered Shareholders will continue to receive a paper copy of the Notice of Meeting, this Circular, the Form of Proxy and the 2021 Annual Report (collectively, “ meeting materials ”).

Adopting Notice and Access allows for faster access to this Circular, helps reduce printing and postage costs and contributes to the protection of the environment. Requests for meeting materials may be made by contacting the Company at 905-6024122 extension 104 or toll-free at 1-844-602-2473 or by email at [email protected].

Shareholders are also encouraged to consent to electronic delivery (e-delivery) to receive our other continuous disclosure documents, including annual and interim reports. Shareholders who enroll in e-delivery will be notified by email when documents are made available, at which time they can be viewed and/or downloaded from our website (www.bird.ca). How you enroll depends on whether you are a Registered Shareholder or a Non-Registered Shareholder. Registered Shareholders may sign up for e-delivery at the following website: www.computershare.com/mailinglist or by checking the box on the reverse side of your proxy form and providing your email address. Non-Registered Shareholders may sign up for e-delivery at www.proxyvote.com using the Control Number on your Voting Instruction Form, or after the Meeting, by obtaining a unique registration number from your financial intermediary.

Appointment of Proxies

Accompanying this Circular is a Form of Proxy for Registered Shareholders. The persons named in the enclosed Form of Proxy are representatives of the Directors and/or officers of the Company. A Shareholder wishing to appoint a person (who need not be a Shareholder) to represent such Shareholder at the Meeting other than the persons designated in the accompanying Form of Proxy may do so either by inserting such person's name in the blank space provided in

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2021 Management Information Circular

the Form of Proxy or by completing another Form of Proxy and, in either case, returning it in accordance with the instructions contained on the Form of Proxy. A Form of Proxy must be received by Computershare Investor Services Inc. (the “ Transfer Agent ”) at or prior to 2:30 p.m. (Eastern time) on Friday, May 6, 2022 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned meeting. Failure to so deposit a Form of Proxy shall result in its invalidation.

Only Registered Shareholders, or the persons they appoint as their proxies, are permitted to vote at the Meeting. However, in many cases, Shares of Non-Registered Shareholders are registered either:

(i) in the name of an intermediary that the Non-Registered Shareholder deals with in respect of the Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of selfadministered RRSPs, RRIFs, RESPs and similar plans; or
(ii) in the name of a clearing depository (such as CDS Clearing and Depository Services Inc. or “ CDS ”).

In accordance with Canadian securities law, the Company has distributed copies of the Notice described above under “ Notice and Access ” and the Form of Proxy to CDS and to intermediaries (such as Broadridge Investor Communications Solutions or “ Broadridge ”) for onward distribution to Non-Registered Shareholders. The Company does not send meeting materials directly to Non-Objecting Beneficial Owners. The Company does pay for intermediaries to deliver meeting materials to Objecting Beneficial Owners.

Non-Registered Shareholders who have not waived the right to receive meeting materials will receive either a Voting Instruction Form or, less frequently, a Form of Proxy. The purpose of these forms is to permit Non-Registered Shareholders to direct the voting of the Shares they beneficially own. Non-Registered Shareholders should follow the procedures set out below, depending on which type of form they receive:

(i) Voting Instruction Form . In most cases, a Non-Registered Shareholder will receive, along with the Notice described above under “ Notice and Access ”, a Voting Instruction Form. If the Non-Registered Shareholder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Shareholder’s behalf), the Voting Instruction Form must be completed, signed and returned in accordance with the directions on the form. Voting Instruction Forms sent by Broadridge permit the completion of the Voting Instruction Form by telephone or through the internet at www.proxyvotecanada.com. If a Non-Registered Shareholder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Shareholder’s behalf), the NonRegistered Shareholder must complete, sign and return the Voting Instruction Form in accordance with the directions provided and a Form of Proxy giving the right to attend and vote will be forwarded to the Non-Registered Shareholder; or
(ii) Form of Proxy . Less frequently, a Non-Registered Shareholder will receive, along with the Notice described above under “ Notice and Access ”, a Form of Proxy that has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Shares beneficially owned by the NonRegistered Shareholder but which is otherwise not completed. If the Non-Registered Shareholder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Shareholder's behalf), the Non-Registered Shareholder must complete the Form of Proxy and deposit it with Broadridge as described above. If a Non-Registered Shareholder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Shareholder's behalf), the Non-Registered Shareholder must strike out the names of the persons named in the proxy and insert the Non-Registered Shareholder’s (or such other person’s) name in the blank space provided.

Non-Registered Shareholders should follow the instructions on the forms they receive and contact their intermediaries promptly if they need assistance.

All Shareholders are strongly encouraged to vote by submitting their completed Form of Proxy (or Voting Instruction Form) prior to the Meeting by one of the means described in this Circular.

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2021 Management Information Circular

Revocation of Proxies

A Registered Shareholder who has given a proxy may revoke the proxy by:

(i) completing and signing a Form of Proxy bearing a later date and depositing it with the Transfer Agent as described above; or
(ii) depositing an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing: (a) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the proxy is to be used; or (b) filing electronically with the chair of the Meeting at [email protected] prior to the commencement of the Meeting on the day of the Meeting or any adjournment of the Meeting; or
(iii) in any other manner permitted by law.

A Non-Registered Shareholder may revoke a Voting Instruction Form or a waiver of the right to receive meeting materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary is not required to act on a revocation of a Voting Instruction Form or of a waiver of the right to receive meeting materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

The Board has fixed the record date for the Meeting as the close of business on March 11, 2022 (the “ Record Date ”). Each holder of record of Shares as at the Record Date is entitled to receive notice of, to attend and to one vote at the Meeting, or any adjournments or postponements thereof, in respect of each Share held on all matters proposed to come before the Meeting.

Signature of Proxy

A Form of Proxy must be executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a corporation, the form of proxy should be signed in its corporate name under its corporate seal by an authorized officer whose title should be indicated. A proxy signed by a person acting as attorney or in some other representative capacity should reflect such person's capacity following his signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Company).

Voting of Proxies

The persons designated in the enclosed Form of Proxy will vote or withhold from voting the Shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions of the Shareholder as indicated on the proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. In the absence of any specification, the Shares represented by properly completed and executed proxies in favour of the management proxy nominees named in the form of proxy will be voted “FOR” each of the matters to be voted on by Shareholders as follows:

“ FOR ” the Special Resolution to increase the maximum number of Directors;
“FOR” the election of the eleven nominees as Directors for the ensuing year; and
“FOR” the appointment of KPMG LLP as the auditors of the Company for the ensuing year and the authorization of the Directors to fix their remuneration.

The persons appointed under the Form of Proxy are conferred with discretionary authority with respect to amendments or variations of those matters specified in the Form of Proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting. In the event that amendments or variations to the matters identified in the Notice of Meeting are properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on the matter or business. At the time of printing this Circular, the Directors knew of no such amendment, variation, or other matter.

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2021 Management Information Circular

Voting Shares and Principal Holders Thereof

As at March 16, 2022, 53,695,293 Shares were issued and outstanding. Each Share may be exercised for one vote relating to all matters to come before the Meeting. Except as noted below, to the knowledge of the Directors and executive officers of the Company, as of the date of this Circular, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares of the Company.

At March 16, 2022, based on information provided by Canso Investment Counsel Ltd. (“Canso”), Canso, in its capacity as portfolio manager for and on behalf of certain accounts managed by it, had control or direction over 9,838,201 Shares of the Company, representing approximately 18.3% of the issued and outstanding Shares.

BUSINESS OF THE MEETING

1. Financial Statements

The audited consolidated financial statements of Bird Construction Inc. for the year ended December 31, 2021 and the auditor’s report on those statements are included in the Company’s Annual Report, which is being mailed with this Circular to the Company’s Registered Shareholders and to those Non-Registered Shareholders who have so requested. The Annual Report will be placed before the Shareholders at the Meeting.

The Annual Report can also be found on the Company’s SEDAR profile at www.sedar.com, and on the Company’s website at www.bird.ca. A copy can also be obtained on request by contacting the Company at 5700 Explorer Drive, Suite 400, Mississauga, Ontario L4W 0C6, Attention: Investor Relations.

2. Increase in Maximum Number of Directors

The Board is currently comprised of ten Directors. At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass a Special Resolution, the form of which is attached as Schedule A to this Circular, authorizing: (i) an amendment to the articles of the Company to increase the maximum number of Directors from ten to twelve; and (ii) the Directors to increase, by resolution of the Board passed from time to time, the number of Directors of the Company by up to one-third of the number of Directors elected at the last meeting of shareholders and up to the maximum number of Directors as set out in the articles, as amended.

The increase in the maximum number of Directors is intended to facilitate Board renewal and allow for continuity as existing Directors retire from the Board and new Directors join the Board. Three new Directors are anticipated to join the Board in 2022 as outlined below under Nominees for Election to the Board of Directors, and two Directors are retiring from the Board in 2022 and have therefore not been re-nominated. In addition, two Directors are expected to retire from the Board in 2023, and one new Director is being recruited. The Board anticipates that the size of the Board will typically be ten Directors; however, the additional flexibility afforded by increasing the maximum number of Directors to twelve allows for continuity as the new Directors join the Board.

In order to become effective, the Special Resolution must be approved by two-thirds of all votes cast on the Special Resolution at the Meeting, whether in person or represented by proxy.

3. Election of Directors

If the Special Resolution to increase the number of Directors is approved by Shareholders at the Meeting, the Board of Directors has determined that the number of Directors of the Company will be fixed at eleven. The eleven nominees proposed for election as Directors are listed below under “Nominees for Election to Board of Directors”. All nominees have established their eligibility and willingness to serve as a Director. The Directors will be elected for a term ending at the Company’s next annual meeting or until their earlier removal.

Unless otherwise indicated, the persons designated in the form of proxy intend to vote for the election of the nominees listed below. If, for any reason at the time of the Meeting any of the nominees are unable to serve and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

Page 11 of 50

Bird Construction Inc.

2021 Management Information Circular

Policy on Majority Voting

In 2015, the Company adopted a majority voting policy with respect to the election of Directors. Accordingly, if any nominee for election as a Director receives a greater number of Shares withheld than Shares voted in favour of his or her election from the Shares voted in person or by proxy at the Meeting (a “ Majority Withheld Vote ”), the Director must promptly tender his or her resignation to the chair of the Board (“ Chair ”), to take effect on acceptance by the Board.

The Human Resources and Governance Committee (the “ HR&G Committee ”) of the Board will expeditiously consider the Director's offer to resign and make a recommendation to the Board whether to accept it. Within 90 days of the Meeting, the Board will consider the recommendation of the HR&G Committee and, in so doing, absent exceptional circumstances, the Board will accept the resignation. In considering the HR&G Committee’s recommendation, the Board may consider the factors considered relevant by the HR&G Committee and such additional information and factors that the Board considers to be relevant. Following the decision of the Board, the Board shall promptly disclose, by way of press release, its decision whether to accept or reject the Director's resignation, including the reasons for rejecting the resignation, if applicable.

This policy does not apply to a contested election of Directors, that is, where the number of nominees exceeds the number of Directors to be elected. Any Director who tenders his or her resignation will not participate in the deliberations of the HR&G Committee or the Board regarding whether the resignation should be accepted.

Nominees for Election to the Board of Directors

This section provides relevant information for each of the eleven persons proposed to be nominated for election as a Director. Included in these tables is a brief biography for each nominee, their independence status and their principal occupation. Eight of the eleven Director nominees are standing for re-election and their meeting attendance record for 2021 is included below. Also included is the number and value of Shares beneficially owned or controlled by them, and a statement as to whether they meet the minimum equity ownership requirement of three times the value of their respective annual Director fees, which must be achieved within five years of appointment to the Board. Three new Directors are proposed for election to the Board: J. Kim Fennell, Jennifer F. Koury and Gary Merasty.

==> picture [86 x 97] intentionally omitted <==

Principal Occupation: Corporate Director

J. Richard Bird retired from Enbridge Inc. in early 2015, having served as Executive Vice President, Chief Financial Officer and Corporate Development, and various other roles, including: Executive Vice President Liquids Pipelines, Senior Vice President Corporate Planning and Development, and Vice President and Treasurer. Mr. Bird has 30 years of experience as an officer of a number of public companies. He is Founder, President and Chief Investment Officer of the Ptarmigan Charitable Foundation. He is the past Chair of the Board of Directors of the Alberta Investment Management Company. He was named Canada’s CFO of the Year for 2010. He holds a Bachelor of Arts degree from the University of Manitoba, and a Masters of Business Administration and PhD from the University of Toronto and has completed the Advanced Management Program at Harvard Business School.

J. Richard Bird Calgary, AB, Canada Director since: 1987

Independent

Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	#	%
Board					12 of 12	100
Audit Committee					5 of 5	100
Human Resources & Governance Committee					7 of 7	100
Securities Beneficially Owned or Controlled at fiscal year end:
Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guideline of 3x
2021	820,989	42,145	863,134	$8,475,975	59.7x
2020	820,989	32,949	853,938	$6,831,504	48.1x
2019	820,989	19,546	840,535	$6,009,825	42.3x

Page 12 of 50

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2021 Management Information Circular

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Principal Occupation: Corporate Director

Karyn A. Brooks retired from BCE and Bell Canada in March 2014, having served as Senior Vice-President and Controller for 11 years. Ms. Brooks has almost 20 years of executive experience as an officer of several large Canadian public companies. She currently serves on the Boards of Aspenleaf Energy Limited, the Calgary Zoological Society where she Chairs the Audit and Risk Committee, and the Calgary Zoological Foundation. She previously served on the Board and Audit Committee of Information Services Corporation from 2016 to 2022 and on the Board and Audit Committee of Queen’s University from 2007 to 2014. In 2009, she was elected a Fellow of CPA Ontario and named one of Canada's Top 100 Women. In a volunteer capacity, Ms. Brooks has contributed significantly to accounting standard setting and its oversight, both domestically and internationally. She holds a Bachelor of Commerce (Honours) from Queen's University.

Karyn A. Brooks Calgary, AB, Canada Director since: 2017

Independent

Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	#	%
Board					12 of 12	100
Audit Committee					5 of 5	100
Human Resources & Governance Committee					7 of 7	100
Securities Beneficially Owned or Controlled at fiscal year end:
Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	20,000	80,976	100,976	$991,584	6.4x
2020	20,000	69,534	89,534	$716,272	4.8x
2019	20,000	47,213	67,213	$480,573	3.4x

==> picture [86 x 101] intentionally omitted <==

Principal Occupation: Corporate Director

Paul A. Charette joined Bird in 1976 as a Project Coordinator and progressed to President and Chief Operating Officer in 1988 and to President and Chief Executive Officer in 1991. Mr. Charette was also appointed as Chair of the Board in 2001 and served as Chair until 2021. In September 2008, Mr. Charette retired from his position as Chief Executive Officer of Bird. He is a past Director of the Colleges and Institutes Canada and the past Chair of the Canadian Construction Association (“CCA”). In 2004, Mr. Charette was named Ontario Entrepreneur of the Year in Real Estate/Construction by Ernst & Young LLP. In 2010, Mr. Charette was chosen as CCA’s Person of the Year. Mr. Charette has a diploma in Civil Technology from Red River College in Winnipeg, Manitoba.

Paul A. Charette Oakville, ON, Canada Director since: 1991

Independent since 2011

Meetings attended in 2021:	#	%
Board	12 of 12	100
Audit Committee	5 of 5	100
Health, Safety & Environment Committee	2 of 2	100
Securities Beneficially Owned or Controlled at fiscal year end:

Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	150,000	68,220	218,220	$2,142,920	12.1x
2020	150,000	55,948	205,948	$1,647,584	6.9x
2019	150,000	33,280	183,280	$1,310,452	5.5x

Page 13 of 50

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2021 Management Information Circular

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Bonnie D. DuPont Calgary, AB, Canada Director since: 2011 Independent

Principal Occupation:

Corporate Director

Bonnie D. DuPont is retired from Enbridge Inc. where she served for 12 years as the senior executive responsible for information technology, human resources, public and government affairs, corporate governance matters and corporate social responsibility. She holds a Bachelors degree (Great Distinction) from the University of Regina and earned her Masters degree at the University of Calgary. She has been a Fellow of the Institute of Corporate Directors (ICD) since 2015 and is a 2006 graduate of the ICD Corporate Directors’ Education Program and has lectured in the Directors’ Education Program offered by the ICD. She is also a Certified Human Resources Professional and is a member of the International Women’s Forum. Ms. DuPont was named to the top 100 Most Powerful Women in Canada list each year from 2001 to 2006, and in 2007, was inducted into the Top 100 Hall of Fame. In 2008, she was presented with an Honorary Doctor of Laws from the University of Regina and in 2011 was presented with an Honorary Bachelor’s Degree in Technology by the Southern Alberta Institute of Technology. Ms. DuPont also received an Honorary LLD

from the University of Calgary in 2017 and she is the past chair of the Board of Governors at the University of Calgary. In 2019, Ms. DuPont was appointed to the Alberta Order of Excellence, the highest honour accorded an Alberta citizen. Ms. DuPont serves as chair of the Public Health Group within the O’Brien Institute of Public Health at the University of Calgary. She also serves on the board of NavCanada, is the chair

of the Human Resources & Compensation Committee and serves on the Governance Committee.	of the Human Resources & Compensation Committee and serves on the Governance Committee.	of the Human Resources & Compensation Committee and serves on the Governance Committee.	of the Human Resources & Compensation Committee and serves on the Governance Committee.	of the Human Resources & Compensation Committee and serves on the Governance Committee.
Meetings attended in 2021:					#	%
Board					12 of 12	100
Human Resources & Governance Committee					7 of 7	100
Health, Safety & Environment Committee					2 of 2	100
Securities Beneficially Owned or Controlled at fiscal year end:
Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	25,561	92,749	118,310	$1,161,804	7.4x
2020	25,561	80,630	106,191	$849,528	5.4x
2019	25,561	63,074	88,635	$633,740	4.0x

==> picture [91 x 107] intentionally omitted <==

J. Kim Fennell Los Gatos, CA, USA Director since: N/A Independent

Principal Occupation: Corporate Director

J. Kim Fennell is a veteran Silicon Valley executive, Board Director and Angel Investor/Advisor with over 35 years experience in the technology industry. He was a CEO for 16 years at three companies and has 21 years of board experience (public & private). Mr. Fennell was at Uber Technologies in San Francisco for 5 years, most recently as the Global Head of Product Partnerships and Business Development for US & Canada until December, 2019. He had previously been CEO of deCarta, a leading mapping software company before its acquisition by Uber in March, 2015. Prior to deCarta, he held CEO positions at Pinnacle Systems and StorageWay Inc. He was an early executive at Octel, a global leader of voice technologies where he opened subsidiaries in Canada, Europe and Asia before running Octel after its acquisition by Lucent Technologies where he also became a corporate VP. Prior to Octel, he was with ROLM Corporation. Mr. Fennell’s current board of director roles include: WhereIsMyTransport (Cape Town), Empower (Washington, DC); and SalesBoost (Dallas). Mr. Fennell was on the board of directors of Ritchie

Bros. (TSX, NYSE: RBA) from 2017 to 2022. His non-profit boards include the Silicon Valley Leadership Group Foundation; and C100, which supports tech entrepreneurs in Canada. Originally from Oakville, Ontario, Mr. Fennell graduated from Queen’s University with a B.A. (Honours);

and the Stanford School of Business Executive Program.

Securities Beneficially Owned or Controlled at December 31, 2021[*] :

Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	Nil	Nil	Nil	Nil	N/A

Mr. Fennell is standing for election as a Director of the Company for the first time.

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2021 Management Information Circular

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Principal Occupation: Corporate Director

Jennifer F. Koury has over 35 years of professional experience, holding various senior executive positions with BHP Billiton from 2011 to 2017. Part of her responsibilities included the development of BHP Billiton’s total rewards program for executives and employees of the Petroleum World-Wide Business. Prior to that, she was Vice President of Corporate Services for Enerplus Corp. from 2006 to 2011 where she was responsible for all Executive Compensation, Human Capital & Culture and Facilities Management. Ms. Koury also held senior management positions with Imperial Oil/Exxon Mobil. Ms. Koury currently serves as a Director and Chair of the Human Resources and Compensation Committee (“HRCC”) for Crescent Point Energy, as a Director and HRCC Chair for the Calgary Zoo, and Director and Vice-Chair for Women In Mining Canada in Toronto, Ontario. She holds a Bachelor of Commerce Degree from the University of Alberta and the ICD.D designation granted by the Institute of Corporate Directors.

Jennifer F. Koury Calgary, AB, Canada Director since: N/A Independent

*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **
Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	Nil	Nil	Nil	Nil	N/A

Ms. Koury is standing for election as a Director of the Company for the first time.

==> picture [76 x 96] intentionally omitted <==

Terrance L. McKibbon Canmore, AB, Canada Director since: 2019 Not Independent

Principal Occupation: President and Chief Executive Officer of Bird Construction

Terrance L. McKibbon , was appointed President and CEO of Bird Construction in July of 2019, after serving as Chief Operating Officer since June 2017. Prior to joining Bird in 2017, Mr. McKibbon spent 20 years at Aecon Group. He served as President and Chief Executive Officer from 2014 to 2016, as well as a Non-Independent Director in that time. From 2013 until 2014 he served as President and as Chief Operating Officer from 2011 until 2014. He served as the President of Aecon’s Civil and Utilities division from 2005 until 2011 and as an Executive Vice President of Aecon Group Inc. from 2005 until 2016. Mr. McKibbon has been involved with the management of construction-related companies for over 30 years including founding, acquiring and integrating companies and the overall management of companies that are active in all aspects of infrastructure construction. He was an Independent Trustee of Northview Apartment Real Estate Investment Trust from 2015 until 2020 when the business was sold. Mr. McKibbon served as a Trustee of the Operating Engineers Local 793 Training Fund from 2005 until 2014 and as a

Health & Safety Fund Trustee at Labourers International Union of North America from 2004 to 2013. He served as the Chairman and Board Member at Aecon: Lafarge Caledon from 2000 to 2011. Mr. McKibbon attended Carleton University's Geology Program as well as integrated Science and Economics programs. Mr. McKibbon is a member of the Institute of Corporate Directors (ICD).

Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:		#	%
Board						12 of 12	100
Securities Beneficially Owned or Controlled at fiscal year end:
Fiscal Year	# of Common Shares	# of PSUs*	# of RSUs*	Total Common Shares, PSUs and RSUs	Total Value of Common Shares, PSUs and RSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	161,399	191,215	191,215	543,829	$5,340,401	7.7x
2020	161,399	158,935	158,935	479,270	$3,834,156	5.7x
2019*	115,925	92,681	92,681	301,287	$2,154,205	3.8x

Mr. McKibbon was appointed as a Director of the Company on July 1, 2019. As an Executive Officer, Mr. McKibbon is eligible to receive awards of RSUs and PSUs under the Equity Incentive Plan which may be settled on the terms described below under “ Compensation of Executive Officers – Equity Incentive Plan ”.

Page 15 of 50

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2021 Management Information Circular

Principal Occupation: Corporate Director

Gary Merasty is currently the CEO of the Peter Ballantyne Group of Companies (PBGOC), the investment arm for the Peter Ballantyne Cree Nation. Before joining PBGOC in 2021, he was an EVP and CDO with The North West Company, a publicly-traded company headquartered in Manitoba, responsible for the Construction and Project Management division, Sustainable Development Reporting, Governance, Communications and Community Relations. He also served for 7 years on the Board of Directors of the North West Company before joining the Executive Team in 2018. Mr. Merasty held a similar role with Gary Merasty Cameco Mining Corporation as Vice President of Corporate Responsibility from 2008 to 2013. He was also Director since: N/A the Grand Chief of the Prince Albert Grand Council, establishing them as one of Canada's most progressive Independent and successful Tribal Councils. In 2006 Mr. Merasty was elected to Canada's 39[th] Parliament as a Member of Parliament. One of his proudest achievements was tabling a motion in the House of Commons apologizing to the survivors of the residential school era, which passed unanimously in 2007. In addition, Mr. Merasty has served on numerous boards, including the Saskatoon Airport Authority, Northern Career Quest, Saskatchewan Indian Gaming Corporation, West Wind Aviation, Sustainable Development Technologies

Canada, and Institute of Research and Public Policy Canada.

	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **	*Securities Beneficially Owned or Controlled at December 31, 2021: **
	Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
	2021	Nil	Nil	Nil	Nil	N/A

Mr. Merasty is standing for election as a Director of the Company for the first time.

==> picture [73 x 102] intentionally omitted <==

Principal Occupation:

Corporate Director

Luc J. Messier is currently the president of Reus Technologies LLC, a company focusing on the development of new technologies. Between 2007 and 2015, Mr. Messier served as senior vice president for ConocoPhillips where he was responsible for global projects and global supply chain with the addition of global aviation in 2012. Before joining ConocoPhillips, Mr. Messier served as president and chief executive officer of Technip USA. Prior to joining Technip, Mr. Messier was Managing Director of Dragages Hong Kong, a subsidiary of Bouygues and held before engineering and project management positions at Bouygues Construction and at Pomerleau. Mr. Messier also serves on the boards of Sodexo SA, a French food services and facilities management company, and Greenfield Holdings, an integrated agricultural infrastructure company. He holds degrees in civil engineering from the University of Sherbrooke, enology and viticulture from UC Davis and studied business administration at INSEAD.

Luc J. Messier Houston, TX, USA Director since: 2017

Independent

Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	#	%
Board					12 of 12	100
Human Resources & Governance Committee					7 of 7	100
Health, Safety & Environment Committee					2 of 2	100
Securities Beneficially Owned or Controlled at fiscal year end:
Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	Nil	96,793	96,793	$950,507	6.2x
2020	Nil	76,858	76,858	$614,864	4.3x
2019	Nil	49,393	49,393	$353,160	2.5x

Page 16 of 50

Bird Construction Inc.

2021 Management Information Circular

==> picture [83 x 93] intentionally omitted <==

Paul R. Raboud Toronto, ON, Canada Director since: 2008 Independent since 2020

Principal Occupation:

Chair of the Board

Paul R. Raboud is the Chair of the Board of Directors. Mr. Raboud joined Bird in 1984 in the Toronto office and progressed through Bird as a field engineer, estimator, project manager and assistant district manager. In 1990, he was appointed manager of the Vancouver District, and in 2000, returned to Toronto as Executive Vice President. He was appointed President and Chief Operating Officer in March 2006 and appointed Chief Executive Officer in September 2008. In June 2010, Mr. Raboud stepped down from his position as Chief Executive Officer into the role of Vice Chair of the Company. He was the Vice Chair until his retirement from that position in March 2017. Mr. Raboud was appointed as a Director in September 2008. He obtained a Bachelor of Science in Civil Engineering from the University of Alberta where he was awarded the gold medal in civil engineering. He earned a Masters of Science in Civil Engineering from the University of Washington and an MBA from the University of Alberta. He is a registered Professional Engineer with the Association of Professional Engineers of Ontario. Mr. Raboud is the Past Chair of the

Ontario General Contractors Association and a Director of Revera Inc. and Stephenson’s Holdings Inc.


Meetings attended in 2021:						#	%
Board						12 of 12	100
Audit Committee						5 of 5	100
Human Resources & Governance Committee						7 of 7	100
Health, Safety & Environment Committee						2 of 2	100
Securities Beneficially Owned or Controlled at fiscal year end:
Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs		Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	210,648	42,014	252,662		$2,481,141	12.4x
2020	210,648	29,921	240,569		$1,924,552	14.8x
2019	210,648	17,665	228,313		$1,632,438	12.6x

		Principal Occupation:		Corporate Director
		*Arni C. Thorsteinson* has been the President of Shelter Canadian Properties Limited, a private Canadian diversified real estate development and management company, since 1990. He joined a predecessor company in 1976. He is also a Director of Onex Corporation and a member of the board of advisors of Onex Real Estate Partners. Mr. Thorsteinson is a trustee of Lanesborough Real Estate Investment Trust and was the Founding Chair of the Board of Trustees of the Canadian Museum for Human Rights. Mr.

Arni C. Thorsteinson has been the President of Shelter Canadian Properties Limited, a private Canadian diversified real estate development and management company, since 1990. He joined a predecessor company in 1976. He is also a Director of Onex Corporation and a member of the board of advisors of Onex Real Estate Partners. Mr. Thorsteinson is a trustee of Lanesborough Real Estate Investment Trust and was the Founding Chair of the Board of Trustees of the Canadian Museum for Human Rights. Mr. Thorsteinson holds a Bachelor of Commerce (Honours) and a Doctor of Laws, honoris causa, from the University of Manitoba and a Chartered Financial Analyst designation.

Arni C. Thorsteinson Winnipeg, MB, Canada Director since: 1991 Independent

Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	Meetings attended in 2021:	#	%
Board					12 of 12	100
Audit Committee					5 of 5	100
Human Resources & Governance Committee					7 of 7	100
Securities Beneficially Owned or Controlled at fiscal year end:
Fiscal Year	# of Common Shares	# of DSUs	Total Common Shares and DSUs	Total Value of Common Shares and DSUs	Total as a Multiple of Share Ownership Guidelines of 3x
2021	103,500	129,782	233,282	$2,290,829	16.1x
2020	103,500	109,517	213,017	$1,704,136	12.0x
2019	103,500	80,090	183,590	$1,312,669	9.2x

Page 17 of 50

Bird Construction Inc.

2021 Management Information Circular

4. Appointment of Auditor

The Board of Directors and management of the Company recommend that KPMG LLP be re-appointed as auditors of the Company for the 2022 fiscal year at remuneration to be fixed by the Directors. KPMG LLP has served as auditor of the Company or one of its predecessors for over 40 years. In the absence of contrary instructions, the Directors and/or officers named as proxyholders in the enclosed proxy intend to vote FOR the appointment of KPMG LLP as auditors, to hold office for a one-year term at remuneration to be fixed by the Directors.

Information regarding the Audit Committee and its members is contained in the Company's Annual Information Form dated March 8, 2022. Specifically, please refer to the sections in the Annual Information Form entitled “Directors and Executive Officers”, “Audit Committee Information” and “Appendix B – Audit Committee Charter”.

Director Independence

Each of the Director nominees is a business and community leader, which provides the Company with a depth and range of business knowledge useful to the Company. Ten of the eleven Director nominees, or 91%, are considered independent under Canadian Securities Law. Mr. McKibbon is not an independent Director because he is employed by the Company in the capacity of President & CEO.

Mr. Fennell and Ms. Koury provided consulting services to the Company in 2021. Mr. Fennell and Ms. Koury are both considered to be independent under Canadian securities laws, and have not received and will not receive compensation exceeding $75,000 during any 12 month period within the last three years.

The Board has three standing committees: the Audit Committee, the HR&G Committee and the Health, Safety & Environment Committee (the “ HS&E Committee ”), which was established in 2021. As at the date of this Circular, all of the members of the Audit Committee, HR&G Committee, and HS&E Committee are considered independent under Canadian Securities Law.

The Board and its committees regularly hold in-camera sessions as part of the regularly scheduled Board and committee meetings, at which the non-independent Directors are not present.

The following table summarizes the Board Committee Membership as at the date of this Circular.

Board Committee Membership

Director	Audit Committee	Human Resources & Governance Committee	Health, Safety & Environment Committee
*Independent Directors*
J. Richard Bird	✓	✓	-
Karyn A. Brooks	Committee Chair	-	-
Paul A. Charette	✓	-	✓
D. Greg Doyle	✓	-	-
Bonnie D. DuPont	-	Committee Chair	✓
Luc J. Messier*	-	✓	Committee Chair
Ron D. Munkley*	-	✓	✓
Arni C. Thorsteinson	✓	✓	-
Paul R. Raboud	✓	✓	✓
*Non-Independent* *Directors*
Terrance L. McKibbon	-	-	-

Mr. Munkley was appointed Lead Director on March 14, 2017. Mr. Messier will assume the role of Lead Director in May of 2022 upon the retirement of Mr. Munkley from the Board.

Page 18 of 50

Bird Construction Inc.

2021 Management Information Circular

COMPENSATION OF DIRECTORS

The Board is responsible for developing and implementing the Directors’ compensation plan and has delegated the responsibility for Director compensation to the HR&G Committee.

The HR&G Committee reviews the Directors’ compensation plan every year. As part of this review, the HR&G Committee considers the time commitment and experience required of members of the Board and its committees, as well as Director compensation paid by a group of comparable public companies. The committee then reports its findings to the Board and makes any recommendations for the Board’s approval. In addition, the committee may retain a compensation consultant to assist in its review of Director compensation as required and appropriate.

In 2019, the HR&G Committee’s compensation consultant conducted a review of Director compensation and concluded that the Company’s Director compensation was positioned competitively with the market 50[th] percentile of directors of the Company’s peer group (same peer group as for executive compensation). For a discussion of the peer group, see the discussion under the heading “ Compensation of Executive Officers – Compensation Review ”.

Director compensation for 2020 and 2021 was unchanged as it remained consistent with the consultant’s findings from their review conducted in 2019. In 2021, the HR&G Committee retained Meridian Compensation Partners to conduct a review of Director compensation. The market analysis indicated that Director compensation was positioned somewhat below market and therefore changes were implemented for 2022 as noted below.

The Directors’ compensation plan is designed to:

attract and retain the most qualified individuals to serve as Directors;
promote a high degree of objectivity and independent thinking;
align the interests of Directors with those of the Shareholders;
compensate Directors for their expertise and commitment, as well as the risks they assume; and
offer compensation that is competitive with other comparable public companies.

Director compensation for the Chair of the Board consists of an annual fee, which reflects the additional time spent by the Chair on Board matters, as well as the skills and experience he or she brings to the Company. Each other non-employee Director receives an annual retainer and, as applicable, an additional retainer for membership on a committee. In addition, the chair of each committee receives an additional annual fee to compensate him or her for the additional time spent managing the affairs of the committee. From time to time, non-employee Directors may also receive additional fees in connection with serving on ad hoc committees or in connection with additional duties assumed by them above and beyond those normally performed in their capacity as members of the Board and/or on regular standing committees of the Board. No such additional fees were incurred in 2021. Director compensation includes participation in the Deferred Share Unit Plan, as described below.

Deferred Share Unit Plan

Non-employee Directors participate in a Deferred Share Unit Plan (“ DSU Plan ”) providing for the issuance of Deferred Share Units (“ DSUs ”). The DSU Plan, which came into effect on January 1, 2013, was established to allow non-employee Directors of the Company to participate in the long-term success of the Company and to promote a greater alignment of their interests with those of the Shareholders of the Company.

For 2021, under the terms of the DSU Plan, Directors’ compensation was paid as 50% cash and 50% DSUs (though Directors could elect to receive up to 100% of their compensation in DSUs). For 2022, the pay mix was adjusted in conjunction with the assessment by Meridian Compensation Partners of best practices and current market trends, such that Directors’ compensation is paid as 45% cash and 55% DSUs (though Directors may elect to receive up to 100% of their compensation in DSUs).

Page 19 of 50

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2021 Management Information Circular

The number of DSUs awarded to a Director is determined by dividing the applicable amount of the Director’s fee by the volume weighted average trading price of the Company’s common shares for the five trading days prior to the award date. In addition, each Director’s DSU account is credited with dividend equivalents in the form of additional DSUs on any dividend payment date in respect of which cash dividends are paid on the common shares of the Company. DSUs are redeemed for cash at the time a Director ceases to be a Director of the Company. The cash settlement amount will equal the number of DSUs held by the Director, multiplied by the volume weighted average trading price of the Company’s common shares for the five trading days prior to the redemption date.

Each DSU is an unfunded and unsecured obligation of the Company. The DSU Plan is only available to non-employee Directors. Directors who are employees of the Company do not participate in the DSU Plan or any other form of Director compensation; however, they participate in plans for executives of the Company described below under “Compensation of Executive Officers”.

Although the Company’s executive compensation program is designed primarily around pay for performance, Director compensation is based on annual retainers which help ensure that the Company’s Directors are unbiased when making decisions.

In 2021, Directors who were not employees of the Company were entitled to receive the following fees:

Position	Annual Retainer
Board Chair	$240,000
Directors (Except Board Chair)	$130,000
Audit Committee Members (Except Board Chair)	$6,000
HR&G Committee Members (Except Board Chair)	$6,000
HS&E Committee Members (Except Board Chair)	$6,000
Audit Committee Chair	$16,000
HR&G Committee Chair	$16,000
HS&E Committee Chair	$16,000

The Lead Director does not receive compensation other than or in addition to the above compensation.

As of January 1, 2022, the Board increased the Annual Retainer for Directors (except the Board Chair) from $130,000 to $165,000 in conjunction with the assessment by Meridian Compensation Partners of best practices and current market trends and the pay mix was adjusted as noted above under “Deferred Share Unit Plan”.

Director Compensation Table

The following table shows the compensation paid to non-employee Directors in 2021:

					Form of Settlement	Form of Settlement	Form of Settlement
Director	Fees Earned	Other Compensation	Dividends on DSUs	Total	Cash	Number of DSUs	DSU Amount
J. Richard Bird	$142,000	-	$14,285	$156,285	$71,000	9,196	$85,285
Karyn A. Brooks	$154,175	-	$28,957	$183,132	$77,087	11,442	$106,045
Paul A. Charette*	$177,538	-	$23,976	$201,514	$88,769	12,272	$112,745
D. Greg Doyle	$138,175	-	$52,445	$190,620	-	20,569	$190,620
Bonnie D. DuPont	$158,000	-	$33,389	$191,389	$79,000	12,119	$112,389
Luc J. Messier	$152,197	-	$33,020	$185,217	-	19,935	$185,217
Ron D. Munkley	$142,000	-	$40,713	$182,713	$71,000	12,047	$117,713
Paul R. Raboud*	$200,109	$250	$13,286	$213,645	$100,054	12,093	$113,341
Arni C. Thorsteinson	$142,000	-	$45,925	$187,925	-	20,265	$187,925

*On May 11, 2021 Mr. Charette retired from the role of Chair of the Board and Mr. Raboud assumed the role of Chair of the Board

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Mr. Fennell provided consulting services to the Company in 2021 and received $33,333 in consulting fees. Ms. Koury provided consulting services to the Company in 2021 and received $33,333 in consulting fees.

The following table shows the number of DSUs held under the DSU Plan by each non-employee Director at December 31, 2021, with the value of the units based on the closing price of the common shares on the Toronto Stock Exchange (“ TSX ”) on December 31, 2021 of $9.82:

Director	Number of DSUs	Value of DSUs Held
J. Richard Bird	42,145	$413,863
Karyn A. Brooks	80,976	$795,184
Paul A. Charette	68,220	$669,920
D. Greg Doyle	146,557	$1,439,189
Bonnie D. DuPont	92,749	$910,795
Luc J. Messier	96,793	$950,507
Ronald D. Munkley	111,418	$1,094,124
Paul R. Raboud	42,014	$412,577
Arni C. Thorsteinson	129,782	$1,274,459

BOARD SKILLS AND EXPERIENCE

The current nominees for election as Directors collectively have the expertise and experience to oversee and govern the strategic, operational, financial and governance affairs of the Company. Nominees to the Board are selected based on their experience, insight, knowledge, independent judgment and business acumen.

The following table summarizes the key skills that the Board has determined it should possess as a whole to carry out its mandate:

Description of Skills

Marketing and Business Development

Experience in the marketing of construction services combined with a strong knowledge of market participants

Managing and Leading Growth

Experience in driving strategic direction and leading the growth of an organization

Accounting/Financial Reporting

Knowledge of accounting, financial reporting and financial controls functions of a major corporation or as a partner of a public audit firm

Corporate Finance

Experience in treasury and capital markets functions of a major corporation including familiarity with debt and equity markets, or as an executive with capital markets responsibilities at an investment fund or commercial bank

CEO or Senior Officer Experience

Experience as a CEO, Senior Officer or Executive of a publicly listed company or major organization

Construction or Related Industry Experience

Experience in a senior position in a major organization providing construction services

Corporate Governance Experience in governance matters relating to a publicly listed company

Service on Public Company Boards

Experience as a board member of a publicly listed company

Risk Management

Experience in the identification and management of risk in a major organization

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Description of Skills

Human Resources/ Executive Compensation

Strong understanding of executive compensation and benefits, and related governance matters, legislation and agreements

Health and Safety

Strong understanding of regulatory framework, public policy and leading practices of workplace health and safety

Environmental and Social Matters and Sustainability

Strong understanding of environmental matters including environmental legislation and regulations, social factors including relations with indigenous communities, and sustainability management practices

Information Technology and Cybersecurity

Oversight of IT projects in a senior position in either a large corporation or in a major company in the technology sector combined with strong understanding of cybersecurity matters

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The following table sets out the skills that each nominee possesses as well as their tenure on the Company’s Board:

Director	Tenure on Board	Tenure on Board	Bird					Skills, Experience or	Skills, Experience or	Skills, Experience or	Expertise	Expertise
		Board

	0 – 8 years	9 – 15 years	16 + years	Marketing and Business Development	Managing and Leading Growth	Accounting/Financial Reporting	Corporate Finance	CEO or Senior Officer Experience	Construction or Related Industry Experience	Corporate Governance	Service on Public Company Boards	Risk Management	Human Resources/ Executive Compensation	Health and Safety	Environmental & Social and Sustainability	Information Technology and Cybersecurity
J. Richard Bird			✓	✓	✓	✓	✓	✓			✓	✓	✓	✓	✓
Karyn A. Brooks	✓				✓	✓	✓	✓		✓	✓	✓	✓			✓
Paul A. Charette			✓	✓	✓	✓		✓	✓	✓	✓	✓	✓	✓
Bonnie D. DuPont		✓		✓	✓			✓		✓	✓	✓	✓	✓	✓	✓
J. Kim Fennell	✓			✓	✓	✓	✓	✓		✓	✓	✓	✓		✓	✓
Jennifer F. Koury	✓				✓			✓		✓	✓	✓	✓	✓	✓
Terrance L. McKibbon	✓			✓	✓	✓		✓	✓		✓	✓	✓	✓
Gary Merasty	✓			✓	✓			✓	✓	✓	✓	✓		✓	✓
Luc J. Messier	✓			✓	✓	✓		✓	✓	✓	✓	✓		✓
Paul R. Raboud		✓		✓	✓	✓	✓	✓	✓		✓	✓		✓
Arni C. Thorsteinson			✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓

The Board has three standing committees: the Audit Committee, the HR&G Committee and the HS&E Committee, which was established in 2021. The members of each committee are listed above under “Board Committee Membership”.

The Audit Committee Charter is included in the appendices to the Company's Annual Information Form dated March 8, 2022. The Audit Committee has also established a policy on the scope of services that may be provided by the Company's external auditors and a hiring policy with respect to persons previously employed by the Company's external auditors.

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INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES

The Company, including its subsidiaries, does not provide financial assistance to Directors, officers or employees for the purchase of Shares. In addition, loans are not typically made to Directors, officers or employees of the Company or its subsidiaries for any other reason, except in extraordinary circumstances when considered advisable by the Board.

As of the date of this Circular, there was no indebtedness owing to the Company or its subsidiaries by any Director, executive officer or senior officer of the Company or its subsidiaries, except for a non-interest bearing loan from Bird Construction Inc. provided to Mr. Neal Lade, Vice President & District Manager, Atlantic. The loan to Mr. Lade was provided to him in 2020 in connection with his appointment as Vice President & District Manager. The loan in the amount of $300,000 will be due in full on August 18, 2023 or, if Mr. Lade’s employment is terminated by Mr. Lade before that date, sixty days after such termination. The loan is secured by a charge on the title of Mr. Lade’s residence and will immediately become repayable should any of Mr. Lade’s interest in the property be transferred.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Company indemnifies its Directors and officers against losses arising from claims against them for their acts, errors or omissions and the Company maintains liability insurance for its Directors and Officers in the event they are sued in relation to the performance of their duties as Directors or Officers of the Company and its subsidiaries, including legal defense costs.

The limit of liability for the insurance policy that provides coverage for any such liability and indemnification was $60 million at the end of 2021. The annual premium paid in 2021 was $203,906 (including all applicable taxes). There is no retention / deductible for claims against individual Directors or Officers, and coverage renews annually in June.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

During 2021, Bird was involved in construction contracts with Shelter Canadian Properties Limited or companies affiliated with it (collectively and individually, “ Shelter ”). Shelter is controlled by the family of Mr. Thorsteinson, a Director of the Company. All contracts with Shelter were completed on construction terms typical in the industry. The aggregate value of transactions with Shelter during the 2021 fiscal year was $1,029,926 (In 2020: $657,386) and the outstanding balance receivable at December 31, 2021 was $2,474 (At December 31, 2020: nil). The Company does not consider these transactions to be material to the Company individually or in the aggregate.

CORPORATE GOVERNANCE

Board Oversight of Corporate Governance

This section of the Circular discusses the importance of good governance to the Company, our Shareholders, customers and our employees. It contains a description of our governance philosophy, policies and practices and describes the role of the Board and its committees in relation to governance.

The Board of Directors has adopted, as its approach to corporate governance, the guidelines set out in National Instrument 58-101 - Disclosure of Corporate Governance Practices , National Instrument 52-110 – Audit Committees , and National Policy 58-201 - Corporate Governance Guidelines .

As of the date of the Circular, the Board believes we are in full compliance with all Canadian governance regulations, rules and standards that apply to us.

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Ethical Business Conduct

A strong culture of ethical conduct is central to good governance at Bird. The Company and the Board are committed to conducting their activities in accordance with the highest standards of business ethics. These standards are intended to provide guidance regarding ethical issues, to assist in recognizing and dealing with ethical issues, to provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability.

The Board has approved the following written codes and policies applicable to Directors and employees: Director Code of Ethics, Employee Code of Ethics, Anti-Bribery and Corruption Policy, Whistleblower Policy, and Competition Laws Compliance Policy (the “ Ethics Policies ”).

Compliance with the Company’s Ethics Policies is monitored by the HR&G Committee and the Audit Committee, as appropriate. The Ethics Policies address conflicts of interest, use of corporate assets, confidentiality and compliance with laws and regulations, and employees are required to acknowledge the Ethics Policies in writing. Potential or suspected violations of the Ethics Policies are encouraged to be reported in accordance with the Company’s Whistleblower Policy, as described below. The Employee Code of Ethics is available for review on the Company’s website at www.bird.ca and on SEDAR at www.sedar.com.

Health and Safety

Critical to Bird’s successful growth is our continued commitment to the health and safety of the employees and other stakeholders who work on our sites and in our offices every day. This is a critical component of our operational strategy, a core company value, and a key corporate social responsibility.

At Bird, we understand that a corporate commitment to health and safety yields tremendous dividends in both business and human capital. In addition to reducing related health and safety costs and reducing the frequency and severity of work-related personal injuries and property damage, a robust health and safety program leads to greater engagement of our employees and other stakeholders. This, in turn, produces a stronger commitment to product and service quality, improved productivity and client satisfaction.

From project planning to execution, through ongoing communication, documentation, orientation, training, and review and analysis, we seek to ensure continuous improvement in all facets of our operations. This approach better prepares and supports all our workers and managers to act as safety leaders in the construction industry.

In a highly competitive business environment, resourcing remains one of the greatest challenges facing the construction industry. Bird’s commitment to the health and safety of our employees and partners enhances both employee recruitment and retention and serves to provide a strategic competitive advantage, allowing us to continue to successfully pursue and execute challenging work.

Consistent with the Company’s commitment to health and safety, the Board established a new committee in 2021, the HS&E Committee, as described below under the heading Mandate, Role and Responsibilities.

Conflicts of Interest

The Director Code of Ethics requires that the Company’s Directors disclose any potential or actual conflict of interest. In the event of any potential or actual conflict of interest by a Director in relation to a Board matter, the Director will withdraw from the deliberations and not vote upon such matter. This ensures independent judgment regarding Board discussions and decision making.

Meetings of the Board of Directors

The Board of Directors meets at least once in each quarter, meets annually to review and approve the business plan of the Company, and holds additional meetings as appropriate. Meetings of the Board are generally held in person but attendance may also be by teleconference or other electronic means. In 2021, due to the COVID-19 pandemic, all of the Board meetings were facilitated through virtual mediums.

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Insider Trading

The Company’s Insider Trading and Blackout Policy places restrictions on insiders, including Directors, as to when they can trade Shares. The Policy, which fulfills the Company’s obligations to stock exchanges and regulators, includes the following provisions:

All insiders are prohibited from trading when they are in possession of Material Information (as defined in the Policy) that has not been generally disclosed.
Quarterly blackout periods apply when Directors and officers are prohibited from trading in Shares, and end on the close of business on the first business day following the day on which the Company releases its related annual or quarterly financial results.
Blackout periods may also be implemented at other times, at the discretion of the Company or the Directors when deemed necessary.
Directors and officers are encouraged to pre-clear transactions with the Corporate Secretary’s office.
Directors and officers are prohibited from short selling, selling call options, or buying put options with respect to the Company’s Shares.

Whistleblower Policy

As noted above, the Company has a Whistleblower Policy which gives employees and others the opportunity to report complaints of potential violations of regulatory matters including accounting, financial reporting, securities laws, and financial audit matters, as well as matters relating to business practices including conflicts, business, professional and personal ethics and other matters set out in the Ethics Policies.

Reports under the Whistleblower Policy may be made by employees internally, directly to the chair of the Audit Committee or anonymously to a third-party hotline. Complaints are then reported to the Audit Committee or the HR&G Committee, as appropriate, and at each quarterly meeting, the Board receives a report on any complaints and how they were handled or the course of action for dealing with each complaint. The Board has discretion to hire independent advisors (outside legal counsel, independent auditors and others) to help investigate any matter.

Meeting in Camera

The Board and the committees hold in-camera meetings regularly, without officers and management present. These sessions enable the Board and committees to discuss issues in a candid and independent manner without the influence of senior management. To make sure the Board functions independently of management, the Board has the flexibility to meet with external consultants without the presence of management whenever the Board sees fit.

Orientation and Continuing Education

Responsibility for the orientation and continuing education of the Directors is delegated to the HR&G Committee. New Directors are provided with full orientation on the Company’s organizational structure, the structure and role of the Board and its committees, the Company’s corporate policies and by-laws, the Ethics Policies and other relevant policies, and the Company’s current business plan.

The objective is to ensure that new Directors fully understand the role of the Board and its committees, the contribution individual Directors are expected to make (including, in particular, the commitment of time and resources that the Company expects from its Directors) and the nature and operation of the Company’s strategy and business.

Continuing education opportunities include presentations and reports provided regularly to the Board and each committee on various aspects of the Company’s operations. The Company also arranges for relevant speakers to present at Board meetings and other periodic education sessions throughout the year. Topics in 2021 included: Truth and Reconciliation; Integrated Project Delivery; and Stack Modular.

In addition to formal presentations, all Directors are encouraged to attend appropriate educational programs to enhance their Board membership and the costs of each program are paid by the Company.

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Nomination of Directors

The HR&G Committee is responsible for identifying and recommending candidates for approval by the Board. In considering a candidate for nomination, the HR&G Committee considers the skills and attributes described above under “Board Skills and Experience” and determines whether the Board should be strengthened by adding a particular skill set or knowledge base. The HR&G Committee determines the experience and skills sought in light of Board composition at the time and other factors including anticipated growth and development of the Company. Moreover, the Board is committed to promoting diversity, as described below under the heading Board Diversity.

Regardless of whether the Board is actively recruiting new members at any given time, the Board regularly discusses skill sets and considers potential candidates that would be desirable.

Board Evaluation

The HR&G Committee is responsible for evaluating the performance of the Board, its committees, and each of the chairs and individual Directors on a regular basis. Assessment of the Board and each director consists of a questionnaire designed by the HR&G Committee to solicit constructive input to improve individual and overall Board performance. The questionnaire includes, among other things, Board composition and structure, Board and committee leadership, Board culture, overall Board and committee effectiveness, and individual director performance.

The chair of the HR&G Committee presents the results of the evaluation to the Board for discussion and for consideration as to whether recommendations or changes to the Board’s processes or structure are appropriate. From time to time, the Chair of the Board meets informally with each Director to discuss individual and overall Board performance.

Board Diversity

The Board strongly supports the principle of boardroom diversity and has adopted a written Board diversity policy (the “ Board Diversity Policy ”). As part of a robust director recruitment process and in accordance with the Board Diversity Policy, the HR&G Committee and Board are committed to identifying nominees who, in addition to meeting the skills and experience sought by the Board, have a broad range of perspectives. Diverse perspectives contribute to innovation and growth opportunities, and the Board believes that diversity may be achieved through a range of factors including business experience, geography, age, gender, visible minorities, Indigenous peoples, persons with disabilities, sexual orientation and other personal characteristics.

With a view to enhancing Board diversity, the Board ensures that a reasonable proportion of candidates for Board positions are women or members of other diverse groups. To the extent that a search firm is engaged to help identify candidates, the firm will be specifically directed to include women and other diverse candidates.

As noted above under “Nomination of Directors”, the Board is of the view that a number of skills and attributes are important when seeking new Directors. An overview of these skills and attributes is described above under “Board Skills and Experience”.

Three of the eleven Director nominees, Ms. Karyn A. Brooks, Ms. Bonnie D. DuPont and Ms. Jennifer F. Koury are women, representing 27% of the Board. In addition, one of the Director nominees, or 9%, is an Indigenous person. Two of the three Board committees are chaired by women: Ms. Karyn A. Brooks chairs the Audit Committee, and Ms. Bonnie D. DuPont chairs the Human Resources & Governance Committee.

The Board has not adopted a specific target for the number of women on the Board. The Board assesses Director candidates on a case-by-case basis and does not believe that strict adherence to a target ultimately results in the best Board composition. The Board takes the same approach when considering Directors it wishes to nominate for re-election to the Board.

Corporate Diversity

Bird is committed to promoting employment equity by providing a workplace environment that treats all employees with respect and dignity. The Company aspires to reflect the diversity of Canadian society in our workforce, and believe in proactively managing the special measures outlined in the Employment Equity Act (Canada). In order to provide equal employment and advancement opportunities to all individuals, employment decisions at the company are based on merit, qualifications, and abilities.

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The Company has not adopted a specific target regarding the number of women in executive officer or senior officer positions. Currently, there are four women in executive officer positions (vice-president and above) at the Company, and there are a number of women on the Company’s senior management teams. As of year end 2021, 30% of Bird’s regular full-time employees are women, and women hold 23.6% of managerial positions at the Company.

Bird has a long history of promoting internal candidates to senior positions, and the Company seeks out external candidates to fill senior positions where considered necessary or appropriate. A significant number of our current senior executives have an established history with Bird, building on their skills and experience with the Company. In 2021, women accounted for 28% of promotions. In 2011, Bird developed an internal program, the Bird Leadership Academy, in which existing employees of Bird may be selected to complete a four-session, twelve-day leadership program. In 2018, Bird developed an additional manager training program, Taking Flight, to help develop manager’s skillsets and to be a precursor to the Bird Leadership Academy. In 2021, 18% of the employees who were selected to participate in this program were women.

The construction industry remains a traditionally male-dominated business, though the promotion of women in the industry is increasing. Bird actively supports initiatives that promote the participation of women in the industry. For example, Bird signed on as an early adopter in support of Supporting Women in Trades (SWIT) – The National Strategy to Support Women in Trades developed by the Canadian Apprenticeship Forum. The aim is to increase the participation and retention of women in skilled trade careers to 15 per cent by 2030. Other initiatives aimed at improving diversity and reducing barriers to entry include the Industrial Insulator and Training Program, the Gitxaala Introduction to Carpentry Program, the First Nations Safety Watch Training and Employment Initiative, and support for the CWB Welding Foundation and the Careers: The Next Generation initiatives for students. Bird also hosts co-op students countrywide every year, and recruits a number of its new employees from post-secondary institutions across the country to further diversify its pool of talent. In order to promote the development and recruitment of new and diverse talent, Bird offers a number of scholarships, most of which specifically support Indigenous and female students.

Board Renewal

The Board has a retirement policy whereby Directors are expected to retire and will not be nominated for re-election at the annual shareholders’ meeting occurring after they turn 75. This policy may be waived by the Board.

In addition, in November of 2021, the Board adopted a term limit policy for its independent directors (the “ Term Limit Policy ”). Term limits contribute to the effectiveness and accountability of boards by ensuring continuous refreshment and greater independence from management. The Term Limit Policy states that a Director is expected to retire and will not be nominated for re-election at the 12[th] or any subsequent annual meeting of shareholders following the date such Director was first elected or appointed. This policy may be waived by the Board. For purposes of the Term Limit Policy, all current Directors who are on the Board will be deemed to have been first elected at the 2022 Meeting of Shareholders.

In its annual assessment of the effectiveness of the Board and individual Directors, the Board considers the contribution of each Director so that the Board can better determine whether it would be appropriate to waive the Term Limit Policy or the retirement policy in respect of a Director. This annual assessment also helps the Board determine, where appropriate, which Directors should not seek re-election and to prepare for succession in a timely manner. The Board is of the view that thoughtful and robust governance and Director assessment processes are mechanisms for ensuring independence, accountability and Board effectiveness.

The tenure of existing non-employee Directors ranges from five to thirty-five years. On an annual basis, the HR&G Committee completes an assessment regarding the effectiveness of each Director taking into account his or her age and tenure, as well as his or her contribution to the Board and the desired skills and experience that the Board believes are necessary and appropriate.

Consistent with the Board’s commitment to continuous renewal, three new Directors are proposed for election to the Board: J. Kim Fennell, Jennifer F. Koury and Gary Merasty.

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Mandate, Role and Responsibilities

The Board’s Mandate, attached as Schedule “B” to this Circular and available on the Company’s website at www.bird.ca, provides that the Board is responsible for the stewardship and oversight of management of the Company. The Board’s principal duties include overseeing and approving the Company’s business strategy and strategic planning process as well as overseeing risk management, and approving policies, procedures and systems for implementing strategy and managing risk. The Board annually holds a meeting with a specific agenda to review and approve the strategic business plan for the upcoming year. In 2021, the Board met 12 times.

The Board exercises its duties directly and through its three standing committees: the Audit Committee, the HR&G Committee and the HS&E Committee.

The Audit Committee assists the Board in overseeing:

the integrity of the Company’s financial statements and financial reporting process;
the integrity of the internal control systems relating to financial reporting;
the relationship with the Company’s external auditors; and
compliance with financial and legal regulatory requirements.

The Audit Committee Charter can be found in the Company’s Annual Information Form located on SEDAR and on the Company’s website at www.bird.ca.

The HR&G Committee assists the Board in overseeing:

development of and compliance with Human Resources policies and practices;
development of compensation and benefit policies;
policies and procedures designed to provide for effective and efficient corporate governance; and
succession planning for the CEO and other key officers.

The HR&G Committee Charter can be found on the Company’s website at www.bird.ca.

The HS&E Committee assists the Board in overseeing:

corporate and business unit safety performance;
health, safety and environmental trends and events that could impact the Company;
actions and initiatives undertaken to mitigate health, safety and environmental risks; and
compliance with the Company’s safety systems and with health, safety and environmental laws and policies.

The HS&E Committee Charter can be found on the Company’s website at www.bird.ca.

Board Oversight of Risk

The Board recognizes that sound corporate governance is rooted in a robust Enterprise Risk Management (“ ERM ”) program. That is why the Board plays an active role in evaluating risks and opportunities related to the business plan. The Board reviews an in-depth ERM report annually to maintain a robust view of risks and appropriate mitigation strategies and receives regular updates thereafter. The Board is also responsible for approving the Company’s risk appetite. Accountability for oversight of certain risks is delegated to committees of the Board.

In 2021, an ERM survey was completed by senior leaders from across the organization to identify and prioritize critical strategic risks based on the likelihood and potential impact and to evaluate risk against the overall strategy and direction of the Company. The data was used to develop the corporate risk register and align risks to the Company’s strategic objectives. The top ten risks were compiled into a risk report, including an assessment of mitigation strategies and the report was integrated into the development of the 2022-2024 Strategic Plan. In addition to the review by the Board, these risks are regularly reviewed by operational leaders.

As part of the 2022-2024 Strategic Plan the Company developed an environmental, social and governance program (the “ ESG Program ”) based on research, industry best practices, materiality to the business and stakeholders, and external guidance from experts. The ESG Program includes the identification and prioritization of climate related risks and opportunities and is regularly reviewed by executive leadership, including the CEO, COO and CFO. For more information on the Company’s ESG

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Program, please see the Company’s 2020 Sustainability Overview on the Company’s website at www.bird.ca. The 2021 Sustainability Overview is expected to be released in May 2022.

Position Descriptions

The Board has developed written position descriptions for the Chair of the Board, the chair of each of the committees, the Lead Director and the President and Chief Executive Officer.

Chair of the Board

The duties and responsibilities of the Chair of the Board include the following:

i. Establishing procedures to govern the Board’s work, and the procedures to be followed with respect to meetings of the Board, including determining who may be present at such meetings in addition to the Directors and the Corporate Secretary;
ii. Ensuring the Board has adequate resources, especially by way of full, timely and relevant information to support its decision-making requirements;
iii. Working with the chairs of the Board committees to coordinate the schedule of meetings for such committees;
iv. Ensuring that delegated committee functions are carried out and reported to the Board;
v. Meeting periodically with the Corporate Secretary to review governance issues, including the level of communication between management and the Board;
vi. In conjunction with the HR&G Committee, ensuring the effectiveness of the Board and individual Directors including initiating performance discussions with individual Directors when appropriate;
vii. Acting, as necessary, as liaison between the Board and the Company’s shareholders and other stakeholders;
viii. Facilitating a candid and full discussion of all key matters that come before the Board, ensuring that sufficient time is allotted during Board meetings for this and ensuring that the independent Directors have adequate opportunities to meet to discuss matters without management present and that decisions are made on a sound and wellinformed basis; and
ix. Carrying out such other duties as may be reasonably requested by the Board, depending on its evolving needs and circumstances.

Lead Director

The duties and responsibilities of the Lead Director include the following:

i. Acting as Chair of the Board in the absence of the Chair, or if and when the Chair has a conflict of interest;
ii. Serving as liaison between the Chair and the other Directors, if and as determined by the Board;
iii. Collaborating with the Chair to set meeting agendas for the Board; and
iv. Approving Board meeting schedules to assure there is sufficient time for discussion of all agenda Items.

The Lead Director has the authority to call meetings of the independent Directors.

For a full description of the positions of Chair of the Board and Lead Director see the Mandate of the Board of Directors attached as Schedule “B” to this Circular.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, within the past ten years, no proposed Director or executive officer of Bird Construction Inc. has: (a) served as a director, chief executive officer or chief financial officer of any company that was subject to a “cease trade” or similar order, or an order denying the relevant company access to any exemption under securities legislation, which remained in effect for more than 30 consecutive days (an “ Order ”), and that was issued (i) while the proposed nominee was acting as director, chief executive officer or chief financial officer, or (ii) after the proposed nominee ceased to be a director,

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2021 Management Information Circular

chief executive officer or chief financial officer and which resulted from an event that occurred while the proposed nominee was a director, chief executive officer or chief financial officer; (b) served as a director or executive officer of any company that, while the proposed nominee was acting in that capacity, or within a year after the proposed nominee ceased to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the company's assets; or (c) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Penalties or Sanctions

To the knowledge of the Company, no proposed Director or executive officer of Bird Construction Inc., nor any personal holding company thereof owned or controlled by them (i) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

To the knowledge of the Company, in the last ten years, no proposed Director or executive officer of the Company, nor any personal holding company thereof owned or controlled by them, has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, has become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets or the assets of his or her holding company.

The foregoing information, not being within the direct knowledge of the Company, has been furnished by the Directors and executive officers of the Company.

COMPENSATION OF EXECUTIVE OFFICERS

Named Executive Officers

For the financial year ended December 31, 2021, the Company had five named executive officers (“ NEOs ”) namely: Terrance L. McKibbon, President & Chief Executive Officer; Wayne R. Gingrich, Chief Financial Officer; Gilles G. Royer, Chief Operating Officer; J. Paul Bergman, Executive Vice President, Buildings East; and Rob Otway, Executive Vice President, Buildings West. The disclosure below communicates the compensation that the Company paid to NEOs for the financial year ended December 31, 2021 and provides insight into executive compensation as a key aspect of the overall governance of the Company.

Compensation Discussion and Analysis

In 2016 the Board approved a new executive compensation program (the “ Executive Compensation Program ”), including the Equity Incentive Plan (the “ EIP ”) (as discussed below) that was approved at the 2017 annual and special meeting of Shareholders, and implemented in 2017.

The HR&G Committee regularly benchmarks executive compensation against a comparator group. In 2019, Mercer was engaged to assist the HR&G Committee in its review of the Executive Compensation Program (the “ 2019 Review ”). The Committee concluded that the Executive Compensation Program was being successfully executed and no additional changes needed to be made to the program.

In February 2021, the HR&G Committee engaged Meridian Compensation Consultants (“ Meridian ”) to provide advice on the competitiveness and appropriateness of the Company’s Executive Compensation Program. As part of this review, the HR&G Committee reviewed the comparator group and determined that, taking into consideration the change in the Company’s revenue, assets and market capitalization, the comparator group should be modified as discussed below under the heading Compensation Review.

The discussion below focuses on the key elements of the Executive Compensation Program as it relates to the NEOs.

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Objectives of the Executive Compensation Program

The goal of Bird's Executive Compensation Program is to attract and retain high-level performing executives and to provide incentives for them to earn profits for the Shareholders of the Company similar to the incentive resulting from holding an ownership interest in the Company. The Executive Compensation Program is designed under the direction of the HR&G Committee, whose responsibilities pertaining to executive compensation include:

reviewing and recommending to the Board the CEO's salary, any awards and distributions made under the shortterm incentive plan (“ STIP ”) and any awards of performance share units (“ PSUs ”) or restricted share units (“ RSUs ”, and together with PSUs, the “ Units ”) under the EIP, and distributions made thereunder;
reviewing and recommending to the Board the salaries, awards and distributions made under the STIP and any awards and distributions of Units recommended by the CEO for other executive officers; and
reviewing the design of the Executive Compensation Program on an annual basis and assessing its effectiveness and competitiveness.

Design of the Executive Compensation Program

The Executive Compensation Program is designed to emphasize pay-for-performance and to provide incentives to management to increase the amount of income and cash available to Shareholders of the Company. In 2021, as in the past, the pay-for-performance mandate resulted in a compensation program that:

aligned the interest of Bird's executive officers (the “ Executive Officers ”) with both the short- and long-term interests of Shareholders;
provided pay that varied depending on financial performance of the Company as well as the performance of each Executive Officer; and
could be easily understood by the Executive Officers and the Shareholders.

Elements of the Executive Compensation Program

Compensation for the Executive Officers in 2021 consisted of four elements:

Base salaries;
Annual cash profit sharing pursuant to the STIP;
Awards made under the EIP, consisting of PSUs and RSUs; and
Benefits.

The basic philosophy of Bird in the design of its Executive Compensation Program is to pay for performance. This approach is intended to directly tie a significant portion of each Executive Officer’s remuneration to their respective performance in the given year and balance the compensation payout with the corresponding net income return to Shareholders.

The primary drivers of the Program are base salaries and pay-for-performance through the STIP and the EIP. Base salaries are generally at the 50[th] percentile mark. The Company’s general philosophy is to provide meaningful upside potential through the STIP and the EIP which, in turn, will help to balance compensation expense with market cycles and promote retention. See “ Summary Compensation Table” for a discussion of the Units issued in 2019 through 2021.

The Company’s benefit plans were developed to be at market, with no significant impact on the other components of the Executive Compensation Program. The benefit plans were comprehensively reviewed in 2021 against external benchmarks and were found to be meeting the stated objective.

Compensation Review

As part of the 2019 Review Mercer evaluated the Executive Compensation Program against a benchmark of related industry comparator companies (the “ Related Industry Comparator Group ”), as set out below:

•	Aecon Group Inc.	•	IBI Group Inc.	•	Stantec Inc.
•	Badger Daylighting Inc.	•	North American Construction Group Ltd.	•	Stuart Olson Inc.
•	Calfrac Well Services Ltd.	•	Richelieu Hardware Ltd.	•	Trican Well Services Ltd.
•	Exco Technologies Ltd.	•	Russel Metals Inc.	•	Wajax Corp.

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In February 2021, the HR&G Committee engaged Meridian Compensation Consultants (“Meridian”) to provide advice on the competitiveness and appropriateness of the Company’s Executive Compensation Program. As part of this review, the HR&G Committee reviewed the Related Industry Comparator Group set out above and determined that, taking into consideration the change in the Company’s revenue, assets and market capitalization, the Related Industry Comparator Group should be modified. A new group for 2021 was approved by the HR&G Committee (the “ 2021 Related Industry Comparator Group ”). The 2021 Related Industry Comparator Group used to review 2021 executive compensation is set out below:

•	Aecon Group Inc.	•	IBI Group Inc.	•	Martinrea International Inc.
•	Badger Daylighting Inc.	•	North American Construction Group Ltd.	•	NFI Group Inc.
•	Calfrac Well Services Ltd.	•	Richelieu Hardware Ltd.	•	Wajax Corp.
•	Enerflex Ltd.	•	Russel Metals Inc.	•	Secure Energy Services Inc.
•	Uni-Select Inc.	•	Taiga Building Products

The members of the 2021 Related Industry Comparator Group were selected because these organizations represent a reasonable cross section of similar publicly-traded construction, engineering, industrials, materials and other related companies that have executives in positions that could readily be compared to the Executive Officers at Bird.

In 2021, the amount of consulting fees paid to any consultant related to executive compensation was $56,463 In 2020 and 2019 the amount of consulting fees paid to any consultant related to executive compensation was $13,488 and $105,090, respectively.

Base Salaries

Base salaries are a component of the overall compensation program for the Executive Officers. As such, it is the intent that base salaries, in conjunction with the other elements of the Executive Compensation Program, are structured so that the total direct compensation of the Executive Officers falls within an acceptable range of the the benchmark total direct compensation as established by the Board. Accordingly, base salaries have generally been adjusted to the 50[th] percentile target relative to the comparator group.

Short Term Incentive Plan

Under the STIP applicable in 2021 short-term incentive awards are based on an assessment of three components which support the Company’s strategy and objectives:

1) corporate economic goals;
2) non-economic team performance; and
3) non-economic individual performance.

Each NEO is assigned a target STIP award, which is a percentage of base salary. At the beginning of the year the corporate, team and individual performance measures and targets are set. At the end of the year, performance is assessed against those measures and targets to calculate the STIP award for each NEO. The Board approves the final corporate score. As noted in the table below, the bulk of the STIP award is based on the achievement of corporate economic goals which are objectively determinable.

POSITION	TARGET % OF BASE SALARY	SHORT TERM COMPENSATION TARGET	SHORT TERM COMPENSATION TARGET	SHORT TERM COMPENSATION TARGET	SHORT TERM COMPENSATION TARGET	SHORT TERM COMPENSATION TARGET	SHORT TERM COMPENSATION TARGET
		CORPORATE ECONOMIC		NEPE TEAM		NEPE INDIV
		%	Cap	%	Cap	%	Cap

CEO	125%	90%	250%	5%	120%	5%	120%
COO/CFO	100%	80%	250%	10%	120%	10%	120%
EVP	80%	80%	250%	10%	120%	10%	120%

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For 2021, the Board determined that the corporate economic goals under the STIP would be driven by the achievement of return on equity (“ ROE ”) at levels determined by the Board at the beginning of 2021. ROE is measured as adjusted earnings during the performance period as a percentage of opening total shareholders equity (adjusted for a prorated share of the equity issued for the Dagmar acquisition) on the balance sheet for the performance period. The actual STIP payment at the end of the year is calculated based on ROE achieved and ranges from 0% of the target award to a maximum of 250% of the target award depending on the ROE achieved in the year.

As outlined in the table below, in 2021, the Company achieved an ROE of 23.7%, representing a level of attainment of 135.5% and resulting in a Short Term Economic Award of 162.1%.

THRESHOLD	TARGET	STRETCH	ACTUAL
7.5%	17.5% Pays at 100% target	32.5% Pays at 200% target	23.7% Pays at 162.1% target

The non-economic team performance (“ NEPE Team ”) and the non-economic individual performance (“ NEPE Individual ” together with NEPE Team, “ NEPE ”) are related to performance objectives established by the Board at the start of each year. These objectives correlate to the Company’s strategic plan, including organizational and employee development, ESG, development and execution of the Company’s 2022-2024 Strategic Plan, employee engagement, financial metrics including cash flow metrics and backlog margin, safety and technology. Each objective is assigned a weighting.

At the end of each year, the CEO will recommend to the Board for approval the level of achievement of the NEPE objectives and assign a score against the percentage weighting of each objective based on a scale. The assessment will be done by the HR&G Committee in respect of the CEO. A maximum of 120% of target award may be earned based on achievement of the NEPE goals.

Equity Incentive Plan (“EIP”)

The purpose of the EIP is to provide executive officers of the Company or any Related Entity (as such term is defined in Section 2.22 of National Instrument 45-106 of the Canadian Securities Administrators, as amended from time to time) with the opportunity to acquire PSUs or RSUs. The EIP is a full-value share unit plan using the value of Shares as the basis for the PSUs and RSUs.

PSU awards to NEOs are performance based with the performance multiplier for each PSU capped at 200%. RSU awards to NEOs are set at a specific number of Shares which are time-vested with no performance requirements. As noted in the table below, the total EIP award for NEOs is targeted at between 80% and 150% of the NEOs base salary as of April 1, 2021. Half of each EIP award is made in RSUs and half is made in PSUs.

	TARGET % OF SALARY	LONG TERM COMPENSATION TARGET	LONG TERM COMPENSATION TARGET	LONG TERM COMPENSATION TARGET
		PERFORMANCE SHARES (PSU)		RSU
		%	Cap	%
CEO	150%	50%	200%	50%
COO/ CFO	100%
EVP	80%

The Company intends to settle EIP awards in cash on the third anniversary of the date of the award. However, settlement of Units may be made, at the Company's election and in its sole and exclusive discretion, in either cash or Shares purchased on the TSX or issued from treasury, or a combination thereof. The amount of cash paid or number of Shares delivered on the surrender of Units is adjusted to account for dividends paid since the grant of such Units and, in the case of PSUs, based on the achievement of pre-established performance metrics. In the event that a cash payment is made, it will be based on the volume weighted average trading price of the Shares on the TSX for the five trading days prior to the issue date. If the

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participant has not reached any applicable minimum share ownership requirements, the participant will be required to receive Shares (purchased in the market or issued from treasury) in settlement of Units.

The EIP is intended to promote a proprietary interest in the Company by its officers and employees, to encourage such individuals to remain in the employ of the Company and to focus management on operating and financial performance and total long-term return of shareholders. In addition, it is believed that the EIP will help attract and retain qualified officers and employees.

The maximum number of Shares that may be issued from treasury pursuant to the EIP is 1,200,000, which represents 2.26% of all issued and outstanding Shares at the time the EIP was approved by Shareholders and 2.23% of the current issued and outstanding Shares at the date of this Circular. In addition, no more than 5% of the issued and outstanding Shares may be issuable from treasury, at any time, pursuant to the settlement of Units granted to insiders under the EIP, together with Shares issuable to insiders from treasury under any other share compensation arrangements of the Company. Furthermore, the number of Shares issued from treasury to insiders within any one-year period pursuant to the settlement of Units, together with the number of Shares issued from treasury to insiders pursuant to all other share compensation arrangements of the Company, shall not exceed 5% of the issued and outstanding Shares. The Shares in respect of Units that do not vest prior to their expiry or cancellation shall be available for subsequent Unit grants.

The EIP provides that the Board may, in its sole discretion, accelerate the issue date (the date upon which Shares and/or cash shall be issued/paid to the participant in settlement of Units, the “ Issue Date ”) for all or any Units, at any time, and from time to time. The number of Shares to be issued on such issue date shall be adjusted by: (i) the adjustment ratio applicable in respect of each such Unit; and (ii) in the case of PSUs, the performance multiplier applicable to such PSU at such time.

The adjustment ratio adjusts the number of Shares to be issued on applicable issue dates (or cash to be paid) for dividends that are paid to holders of Shares. The number of Shares to be issued on the issue date (or cash to be paid) shall be adjusted by multiplying the number of Units by the adjustment ratio. The adjustment ratio is initially equal to one and shall be cumulatively adjusted on each dividend payment date by increasing the adjustment ratio by an amount equal to a fraction:

the numerator of which is the dividend declared and paid on Shares, expressed as a per share amount; and
the denominator of which is the volume weighted average trading price of the Shares on the TSX for the five trading days preceding the date for the payment of the dividend on Shares.

For PSUs awarded in 2019, 2020 and 2021, the Board determined that the performance multiplier applicable to the PSUs will be determined (i) as to 2/3 based on relative total shareholder return (“ TSR ”), and (ii) as to 1/3 based on the achievement of earnings before income tax compared to the Company’s business plan. The performance multiplier for achievement of TSR will be based on a comparison against TSR achieved in the performance period by industry comparator companies.

The following table indicates the range of TSR multiplier based on relative TSR ranking:

Relative TSR Percentile Rank	Performance Multiplier
25th percentile or less	0.00
50thpercentile	1.00
75th percentile orgreater	2.00

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The performance multiplier for achievement of earnings before income tax compared to the business plan is as follows:

Earnings Before Tax Achievement	Performance Multiplier
2/3 or less	0.00
100% achievement	1.00
4/3 or more	2.00

In the case of both the TSR and earnings objectives, achievement between the end points is interpolated on a straight-line basis.

For the performance period, the TSR is calculated as follows:

a numerator based on:
a. the volume weighted average price of the Shares for the five trading days preceding the last day of the performance period, plus
b. the dividend paid during the performance period in respect of each Share, divided by
a denominator based on the volume weighted average trading price of the Shares for the 5 trading days immediately preceding the first day of the performance period.

For future PSU awards, the Board may establish different or additional performance metrics to those described above.

Absent any accelerated vesting or termination of Units, described below, or other vesting period established in a participant's award agreement, Units will vest and be paid out on their issue date which will be no later than December 31 in the third year following the date of grant. This timing is subject, however, to the following rules governing the termination of the relationship with the Company:

if the participant is terminated with cause, all outstanding Units shall be terminated and all rights to receive Shares or cash thereunder shall be forfeited by the participant;
if the participant is terminated without cause, subject to the discretion of the Board, the participant shall, on the issue date, be entitled to receive the number of Shares or cash, prorated for the number of days the participant was an active employee during the performance period set out in the Unit award agreement. The performance multiplier and adjustment ratio, as applicable, shall be determined as of the issue date;
if the participant resigns, other than as a result of retirement, disability or death, in accordance with the defined policies of the Company, all outstanding Units shall be terminated and all rights to receive Shares or cash thereunder shall be forfeited by the participant;
if the participant enters Retirement (as defined in the EIP), the participant shall, on the issue date (and provided he or she is still retired at that time), be entitled to receive the number of Shares or cash, prorated for the number of days the participant was an active employee of the Company during the performance period set out in the Unit award agreement. The performance multiplier and the adjustment ratio (in respect of dividends) shall be determined as of the issue date;
if the participant is no longer an active employee as a result of a Disability (as defined in the EIP), the participant shall, on the issue date, be entitled to receive the number of Shares or cash, prorated for the number of days the participant was an active employee of the Company during the performance period set out in the Unit award agreement. The performance multiplier and the adjustment ratio (in respect of dividends) shall be determined as of the issue date; and
if the participant dies, the issue date for all Units awarded to such participant shall be 30 days after the date of such death and, on the issue date, the participant's beneficiary or estate shall be entitled to receive the number of Shares or cash, prorated for the number of days the participant was an active employee of the Company during the

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performance period set out in the Unit award agreement. The performance multiplier and the adjustment ratio (in respect of dividends) shall be determined as of the issue date.

Notwithstanding any other elements of the EIP, the Board may, in its sole discretion, accelerate the Issue Date for all or any Units, at any time, and from time to time. In the event any Issue Date falls within any period in which a participant is prohibited from trading in Shares pursuant to: (i) applicable law; (ii) the Company's written policies; or (iii) being provided notice by a senior officer or director of the Company, then such Issue Date will be deferred until the second business day following the expiration of such prohibited period.

The EIP provides that if a Change of Control (as defined in the EIP) occurs and the participant ceases to be an employee of the Company by reason of termination:

by the Company or a Related Entity or by the entity that entered into a valid and binding agreement with the Company and/or Related Entity to effect the Change of Control, at any time after such agreement is entered into and prior to the 12-month anniversary of the Change of Control, and such termination was for any reason other than for cause; and
by the participant within 90 days after an act of constructive dismissal, provided such act of constructive dismissal occurs during the 12-month period after the date of Change of Control.

In the event of such a Change of Control and termination of a participant, the issue date for Units awarded to such participant under any outstanding unit award agreements (or any replacement awards) shall be as of the date of such participant's termination and all Units, or replacement awards, shall vest in full. The performance multiplier and the adjustment ratio shall be determined as of the issue date, provided that, if the performance multiplier is not reasonably capable of calculation at such date, it shall be determined by any committee appropriately appointed by the Board, acting reasonably, and subject to approval of the Board.

It is the Company’s policy, and participants will be required to acknowledge as a condition of receiving any award of Units under the EIP, that the Company expressly reserves the right to reduce or eliminate the number of Shares issued and/or any cash payment to be made to a participant, and the Company may further recover (i.e. claw back) from any unpaid compensation, including salary, otherwise due to a Participant by the Company, the value of any Shares issued and/or cash payments made to a participant pursuant to the EIP and any applicable Unit award agreement, in the event and to the extent the Board determines that, in the applicable performance period, the participant was grossly negligent or was guilty of wilful misconduct in carrying out any of his or her duties owed to the Company. The Board would have the right to claw back under this provision in the event of any financial restatement resulting from gross negligence or wilful misconduct.

Subject to specific amendments requiring TSX and shareholder approval, as discussed below, the EIP has an amendment provision which provides that the Board may, subject to the rules and policies of the TSX and applicable law, without notice or shareholder approval, at any time or from time to time, suspend or terminate the EIP or amend the terms of the EIP or any Unit award agreement thereunder. In addition, the EIP provides that the Board, and any duly appointed committee, has the sole and complete authority, without notice or shareholder approval, to:

grant Units to participants under the EIP;
with respect to the PSUs, set and waive any performance criteria and determine the calculation of any performance criteria;
interpret the EIP, and modify and rescind rules and regulations relating thereto;
correct any defect or supply any omission or reconcile any inconsistency in the EIP in the manner and to the extent it considers necessary or advisable;
exercise rights reserved to the Company under the EIP;
require the participant to receive Shares or cash on any issue date;
prescribe forms for notices to be prescribed by the Company under the EIP; and

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make all other determinations and take all other actions necessary or advisable for the implementation and administration of the EIP.

Notwithstanding the above, the foregoing power of the Board to amend or alter the EIP is subject to the requirement that the Company obtain approval of the TSX and shareholder approval in the case of the following:

any increase in the total number of Shares issuable under the EIP;
any increase in the total number of Shares issuable to insiders;
any extension of the term of any Units beyond their original expiry date;
any amendment that would permit the grant of Units to non-employee directors or add any non-employee directors as Participants under the EIP on a discretionary or other basis;
any amendment: (i) changing the date of grant of any Units; or (ii) permitting the transfer or assignment of any Units other than on the death of a participant; and
any change to the amendment provisions of the EIP respecting matters requiring shareholder approval other than the addition of matters to be subject to shareholder approval.

Notwithstanding any of the above provisions relating to the amendment of the EIP, the Board is not permitted to alter or impair any rights or increase any obligations with respect to a Unit that was previously granted under the EIP, without the consent of the participant.

Notwithstanding these restrictions, if the outstanding Shares are increased, decreased, changed into or exchanged for a different number or kind of Shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock dividend, subdivision or consolidation, an appropriate and proportionate adjustment shall be made by the Board, in its discretion, in the number or kind of awards as regards previously granted and unexercised awards to prevent dilution or enlargement of the rights granted to participants under the EIP. In the event of a Change of Control, all outstanding Units shall be replaced with similar units (provided, however, that any PSUs granted hereunder may be replaced with an equivalent number of RSUs) of the entity resulting from the transaction on substantially the same terms and conditions as the EIP, unless such replacement is not possible or practical, as the Board may, in its sole discretion, determine.

Subject to rules governing transfers on the death of a participant, no Units granted pursuant to the EIP may be assigned or transferred by a participant.

Medium Term Incentive Program (“MTIP”)

No MTIP awards were made to Executive Officers in respect of 2021, 2020 or 2019. The last MTIP awards made to Executive Officers were for the 2016 year and the last vesting of MTIP awards to them was on November 30, 2019, with payment in December 2019. However, MTIP awards continue to be made to other employees and, where such employees having received MTIP awards are promoted to Executive Officer positions, their MTIP awards will continue to vest and be paid out in accordance with the terms of the MTIP.

Stock Option Plan

The Board did not grant any options in 2021, 2020 or 2019 and has resolved to not make any further awards of options under the Stock Option Plan. As at December 31, 2021, there were no stock options outstanding. The Company’s Stock Option Plan was a component of the compensation program designed to provide key employees, including Executive Officers, with a longterm incentive that benefits both the Shareholders and the selected employees. Non-employee Directors of the Company were not eligible to participate in the Stock Option Plan.

Burn Rate Disclosure

In accordance with the requirements of the TSX, below are the annual burn rates of each security-based compensation arrangement maintained by the Company for the most recently competed fiscal years.

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Share based plan	MTIP	RSU	PSU	DSU
Fiscal 2021	0.35%	0.47%	0.47%	0.24%
Fiscal 2020	0.75%	0.55%	0.55%	0.44%
Fiscal 2019	0.23%	0.73%	0.64%	0.44%

Director and Senior Executive Common Share Ownership Policy

The Board has established minimum equity ownership requirements for Directors and senior management of the Company including the NEOs. These minimum equity ownership requirements are intended to encourage Directors and members of senior management to have meaningful equity ownership in the Company and thereby more effectively align their interests with those of the Shareholders.

Common share ownership can be met through direct or indirect ownership of Shares, Units for Executive Officers and DSUs for Directors.

The table below shows the minimum equity ownership requirements for Directors and NEOs. The time permitted to achieve the minimum equity ownership requirement is five years.

Position	Minimum Equity Ownership Requirement
Director	Three times annual retainer and other basic fees excluding expenses
President and CEO	Three times base salary
Chief Operating Officer	Two times base salary
Chief Financial Officer	Two times base salary
ExecutiveVicePresidents	Two times base salary

Benefits

The Executive Compensation Program includes the following benefits:

Standardized vehicle allowances for all Executive Officers.
An Executive Share Purchase Plan for all Executive Officers, with the Company matching Executive Officer contributions for Share purchases in the plan to a maximum of the lesser of: a) 5% of the Executive Officer’s Eligible Earnings (as defined in the plan); and b) $15,000.
Enrolment for Executive Officers in a corporate health plan, which includes an annual health assessment, diagnostic testing and an in-depth physical examination.

Other benefits offered to Executive Officers in 2021 were substantially the same as those offered to all employees of the Company, including health and dental coverage, life insurance, accidental death and disability programs and long-term income disability protection. The cost of the accidental death and disability and income protection programs are paid entirely by the Executive Officer.

Risk Assessment

The HR&G Committee has been actively involved in the design of the Company’s Executive Compensation Program including the establishment of base salaries, the form and amount of profit sharing, the amounts awarded under the STIP and EIP programs and the number of options granted under the Company’s Stock Option Plan.

The HR&G Committee assists the Board in fulfilling its obligations relating to human resources, compensation and governance matters and to establish a plan of continuity and development of senior management.

Changes to salary and any awards of Units for each executive are reviewed by the HR&G Committee and are subject to Board approval. The amounts targeted to be awarded under the STIP and the EIP are prescribed, based on each Executive’s base salary and position level. Any changes to the plans and awards pursuant to the Company’s EIP or Stock Option Plan are at the discretion of the Board, and are subject to Shareholders’ approval where required.

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The Board reviews and manages potential risks associated with the Company’s Executive Compensation Program through regular oversight of the Company’s compensation policies and practices combined with regular review of the Company’s financial results. The following are practices used by the HR&G Committee and the Board, as applicable, to manage and mitigate potential risks associated with the Company’s Executive Compensation Program:

The Board approves the Company’s business plan, financial and other targets which are considered in the context of assessing performance.
Incentive awards are based on actual financial results and personal performance and capped at fixed percentages.
There is an appropriate pay mix, including fixed and performance based compensation.
The Company has minimum share ownership requirements for Executive Officers.
The Company has a clawback policy in the EIP in the event that a participant was grossly negligent or was guilty of wilful misconduct in carrying out any of his or her duties owed to the Company.
The HR&G Committee reviews the Executive Compensation Program annually to confirm that the compensation plans manage and mitigate risks associated with the plans.
Construction projects are subject to Board approval where the contract value exceeds $200 million and the Board is informed regarding projects in excess of $100 million.
All alternative finance projects, with or without equity investment (made by Bird Capital Limited), are subject to approval by the Board.
All acquisitions are subject to the Board approval prior to executing any agreements relating to the transaction.
All significant purchases of Company assets are subject to Board approval.
All portfolio investments are governed by the Board’s sanctioned investment guidelines, and all portfolio investment transactions are summarized for the Board on a quarterly basis.
The Audit Committee routinely enquires about regulatory compliance, and the nature and extent of any provisions and contingencies or any other accounting adjustments which are considered outside the norm.

By engaging in these activities, the Board and the HR&G Committee can discourage or mitigate excessive risk-taking with the objective of obtaining short-term gain that may not be beneficial to the Company. Furthermore, the performance objectives established under the STIP are designed to reward Company-wide performance so that there is little incentive to engage in behaviour that may produce short-term profit at the expense of other objectives such as safety and strategic planning.

Exposure to Compensation Risk

The HR&G Committee has not identified any unusual risks arising from the Company’s executive compensation policies and practices that could have a material adverse effect on the Company. The Executive Compensation Program applies to all executives, though the target and compensation mix differ between executives.

The Executive Officers and Directors are not permitted to purchase financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly by the Executive Officer or Director.

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Composition of Human Resources and Governance Committee

As of the date of this Circular, the HR&G Committee is comprised of the following Board members:

Director	Independent	Executive Compensation Expertise and Experience
J. Richard Bird	Yes	Mr. Bird has 30 years of experience as an executive officer of a number of public companies including having served as Executive Vice President, Chief Financial Officer and Corporate Development at Enbridge Inc., regularly dealing with human resources and compensation matters.
Bonnie D. DuPont	Yes	Ms. DuPont holds a Masters degree with a specialization in Human Resources and was the senior officer responsible for Human Resources in two Canadian corporations, most recently Enbridge Inc. She chairs the Human Resources and Compensation committee at NavCanada and previously chaired the Human Resources and Compensation Committees for the Bank of Canada, UTS Energy, SilverWillow Energy, AltaGas Inc. and the University of Calgary. She is also a Certified Human Resources Professional (CHRP) and has been a Fellow of the Institute of Corporate Directors since 2015.
Luc J. Messier	Yes	Mr. Messier has 30 years’ experience in construction, engineering and project management, having worked as managing director and CEO of global Engineering and Construction Companies, and as Senior Vice-President of a Fortune 500 Company. Through these positions, he has been closely involved in Human Resources, Compensation and Benefits and Governance. He also serves on the board of Sodexo.
Ron D. Munkley	Yes	Mr. Munkley had operational and functional responsibility for executive compensation as the COO and CEO of a large public company, and also has experience on the compensation committees of two other commercial Boards. Mr. Munkley is also the Board’s Lead Director.
Paul Raboud	Yes	Mr. Raboud has 38 years of experience at the Company in a variety of senior management positions, including Chief Executive Officer. He has a comprehensive understanding of the human resource needs of the Company as well as compensation matters.
Arni C. Thorsteinson	Yes	Mr. Thorsteinson has 20 years of experience as an executive officer of a public company dealing regularly with human resources and compensation matters.

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Bird Construction Inc.

2021 Management Information Circular

Summary Compensation Table

The following table sets forth compensation information for 2021, 2020 and 2019 fiscal years for the CEO, the CFO and the other three most highly compensated executives of the Company who at the end of that year were “named executive officers” of the Company (each of the foregoing, a “ NEO ”, as that term is defined in Form 51-102F6 – Statement of Executive Compensation .)

Name and Principal Position			Annual Compensation	Annual Compensation	Annual Compensation	Annual Compensation
	Year	Salary ($)	Share-based awards		Option- based awards ($)(2)	Annual Profit Sharing / STIP ($)(3)	All Other Compensation ($)(4)	Total Compensation ($)
			RSU ($)(1)	PSU ($)(1)
Terrance L. McKibbon(5) President & Chief Executive Officer	2021 2020 2019	691,900 670,000 572,000	524,400 418,750 269,000	524,400 418,750 269,000	- - -	1,371,205 1,735,426 89,846	15,556 15,000 15,000	3,127,461 3,257,926 1,214,846
Wayne R. Gingrich(4) Chief Financial Officer	2021 2020 2019	456,475 442,000 429,000	230,650 176,800 171,600	230,650 176,800 171,600	- - -	699,232 691,296 76,534	15,511 65,000 15,000	1,632,518 1,551,896 863,734
Gilles G. Royer Chief Operating Officer(5)	2021 2020 2019	456,475 398,108 320,000	230,650 148,000 128,000	230,650 148,000 128,000	- - -	699,692 624,904 57,600	9,875 15,000 15,000	1,627,342 1,334,012 648,600
J. Paul Bergman(4)(5) Executive Vice President, Buildings East	2021 2020 2019	344,725 340,000 320,000	138,520 136,000 128,000	138,520 136,000 128,000	- - -	420,210 530,134 56,320	19,242 20,000 20,000	1,061,217 1,162,134 652,320
Rob Otway(5) Executive Vice President, Buildings West	2021 2020 2019	380,250 98,077 -	152,800 - -	152,800 - -	- - -	463,224 80,000 -	15,635 4,983 -	1,164,709 183,060 -

(1) These amounts represent the value of EIP awards at the time of award made to the NEO using the volume weighted average price of Bird common shares on the TSX for the five trading days prior to the award date set by the Board, which was $8.96, $5.02 and $5.45 for the 2021, 2020 and 2019 awards, respectively. These PSU and RSU awards will vest and be paid no later than December 31 in the third year following the date of the grant.
(2) None of the NEOs of the Company were granted any Options during the financial years ended December 31, 2021, 2020, and 2019, respectively.
(3) The figures disclosed hereunder represent the annual amounts allocated to the individuals pursuant to Bird’s annual profit sharing / cash settled ShortTerm Incentive Plan ("STIP"). The cash payment of the allocated amounts occurs after the close of the fiscal year to which the payment relates.
(4) Except as stated in this note, “All Other Compensation”, including perquisites and other personal benefits, for each NEO does not exceed $50,000 or 10% of total salary and profit sharing and the amounts paid relate to the Company match portion of the Executive Share Purchase Plan. The amounts included with respect to Mr. Bergman in 2019, 2020 and 2021 also include the benefit related to an interest free loan in the amount of $500,000 that was repaid in 2021. Mr. Gingrich received a $50,000 special bonus in 2020.
(5) Mr. McKibbon joined Bird on June 5, 2017 as Chief Operating Officer and assumed the role of President & Chief Executive Officer on July 1, 2019. Mr. Royer assumed the role of Chief Operating Officer on August 11, 2020, after serving the Company as Executive Vice President, Industrial since 2015. On September 28, 2020 Mr. Bergman assumed the role of Executive Vice President, Buildings East. Mr. Otway joined Bird on September 28, 2020 in the role of Executive Vice President, Buildings West.

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Bird Construction Inc.

2021 Management Information Circular

Outstanding Share-Based Awards

As discussed above, the STIP and EIP applied to all Executive Officers of the Company in 2021. On March 8, 2022, the Board approved total awards of $3,653,563 to the NEOs under the STIP, in respect of the 2021 fiscal year. Under the EIP, the allotment to the NEOs was $1,277,020 in PSUs and $1,277,020 in RSUs for the 2021 fiscal year. The number of notional Shares issued for 2021 was determined using the weighted average trading price of Bird common shares on the TSX for the five trading days prior to March 17, 2021. The amounts shown in the table below include the unvested 2021, 2020 and 2019 EIP awards.

Names	Number of RSUs that have not vested (#)	Number of PSUs that have not vested (#)	Market or payout value of RSU awards that have not vested($)1	Market or payout value of PSU awards that have not vested($)1
Terrance L. McKibbon2 President & Chief Executive Officer	191,215	191,215	2,070,591	3,082,674
Wayne R. Gingrich Chief Financial Officer	92,401	92,401	1,007,890	1,532,153
Gilles G. Royer2 Chief Operating Officer	78,674	78,674	853,241	1.271,026
J. Paul Bergman2 Executive Vice President, Buildings East	66,004	66,004	722,565	1,114,330
Rob Otway2 Executive Vice President, Buildings West	17,052	17,052	173,810	193,121

(1) The market value of these units was based on the closing price of the Company’s common Shares on the TSX at December 31, 2021 of $9.82 per share. The following table summarizes the market value assumptions for the RSUs and PSUs that have not vested:

RSU and PSU– Market Value Assumptions	2019 Awards	2020 Awards	2021 Awards
Adjustment Ratio	117.9%	110.3%	103.8%
Performance Multiplier	177.8%	155.6%	111.1%

(2) Mr. McKibbon joined Bird on June 5, 2017 as Chief Operating Officer and assumed the role of President & Chief Executive Officer on July 1, 2019. Mr. Royer assumed the role of Chief Operating Officer on August 11, 2020, after serving the Company as Executive Vice President, Industrial since 2015. On September 28, 2020, Mr. Bergman assumed the role of Executive Vice President, Buildings East. Mr. Otway joined Bird on September 28, 2020 in the role of Executive Vice President, Buildings West.

Incentive Plan Awards – value vested or earned during 2021

The following table shows for each NEO the amount of share-based awards under the EIP that vested during 2021 and the amount earned in 2021 under the STIP.

Name	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during the year ($)
Terrance L. McKibbon(1) President & Chief Executive Officer	485,943	1,371,205
Wayne R. Gingrich Chief Financial Officer	310,263	699,232
Gilles G. Royer(1) Chief Operating Officer	229,550	699,692

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Bird Construction Inc.

2021 Management Information Circular

J. Paul Bergman(1) Executive Vice President, Buildings East	229,550	420,210
Rob Otway(1) Executive Vice President, Buildings West	-	463,224

(1) Mr. McKibbon joined Bird on June 5, 2017 as Chief Operating Officer and assumed the role of President & Chief Executive Officer on July 1, 2019. Mr. Royer assumed the role of Chief Operating Officer on August 11, 2020, after serving the Company as Executive Vice President, Industrial since 2015. On September 28, 2020, Mr. Bergman assumed the role of Executive Vice President, Buildings East. Mr. Otway joined Bird on September 28, 2020 in the role of Executive Vice President, Buildings West.

Stock-Based Compensation

The Stock Option Plan was replaced by the EIP in 2017. Accordingly, the Board did not grant any options in 2021, 2020 or 2019 and resolved not to make any future grants under the Stock Option Plan. As at December 31, 2021, no options were outstanding.

General Summary Information:	2019	2020	2021
Number of Stock Options Granted	0	0	0
Number of Employees Granted Stock Options	0	0	0
Number of Stock Options Granted in the year as a Percentage of Outstandingcommon shares at December 31	0%	0%	0
Number of Stock Options Outstanding as a Percentage of Outstanding common shares at December 31(1)	0.24%	0	0
Average Weighted Exercise Price of Stock Options Outstanding(1)	$11.87	n/a	n/a
Number of Stock Options exercised in the year	0	0	0

(1) All remaining stock options expired in August 2020.

The total number of Shares reserved under the Company’s Stock Option Plan is 4,215,385. However, the Board determined, in connection with the approval of the EIP, to suspend the Stock Option Plan and no future awards under the Stock Option Plan are currently expected.

Employment Contracts

The employment contract of Mr. Gingrich contains provisions for the payment of the following amounts in the event of termination without cause:

1) Separation allowance or pay in lieu of notice in an amount equal to nine months’ base salary and profit sharing, based on prior year’s compensation, plus one additional month for each full year of service to a maximum of fifteen months; and
2) The value of all phantom shares issued in accordance with the MTIP (or any successor plan).

The Company does not have employment agreements with any other NEO.

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Bird Construction Inc.

2021 Management Information Circular

PERFORMANCE GRAPH

The following graph compares the Company's total Shareholder return (assuming an investment of $100 purchased on December 31, 2016) on the Shares of the Company during the period from December 31, 2016, to December 31, 2021, with the cumulative total return of the S&P/TSX Composite Total Return Index, assuming reinvestment of all distributions and dividends.

Five Year Total Return on $100 Investment (Distributions Reinvested)

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$200
$100
$0
2016 2017 2018 2019 2020 2021
Bird Construction S&P/TSX Composite Total Return
----- End of picture text -----

	2016	2017	2018	2019	2020	2021
Bird Construction	$100.00	$117.09	$74.33	$92.57	$110.11	$140.97
S&P/TSX Composite Total Return	$100.00	$109.10	$99.40	$122.14	$128.98	$161.34

As noted in the graph above, during the five year period to December 31, 2021 the Company’s total shareholder return increased by approximately 40.97% while the S&P/TSX composite index increased by approximately 61.34% during the same period. Bird has maintained its current level of dividends for the past five years ($0.0325 per share per month). In the one year period to December 31, 2021, total shareholder return on Bird shares was approximately 28.0% while the S&P/TSX Composite Total Return Index increased by approximately 25.1% during the comparable period.

As noted in “Compensation of Executive Officers”, the Company’s executive compensation is directly linked to the performance of individual officers and the performance and financial results of the Company. Individual awards under the Equity Incentive Plan are awarded on the basis described under the heading “Equity Incentive Plan”. The value of an LTIP award (an RSU or PSU) after grant fluctuates based on the Company’s share price, thereby aligning the interests of NEOs with those of Shareholders.

ADDITIONAL INFORMATION

A comprehensive description of the Company as well as a summary of risk factors applicable to the Company are set out in the Company’s latest available Annual Information Form (“ AIF ”) and latest available Management's Discussion and Analysis (“ MD&A ”) of results of operations and financial position. Copies of the AIF and the Company's consolidated annual financial

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Bird Construction Inc.

2021 Management Information Circular

statements and MD&A for the year ended December 31, 2021 and any interim consolidated financial statements of the issuer that have been filed for any period after the end of the Company’s most recently completed financial year, are available to anyone, upon request, from the Corporate Secretary of the Company at 5700 Explorer Drive, Suite 400, Mississauga, Ontario L4W 0C6. Such copies will be sent to any Shareholders without charge. Additional information relating to the Company is available on SEDAR at www.sedar.com and financial information relating to the Company is provided in the Company's consolidated financial statements and MD&A for the year ended December 31, 2021.

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Bird Construction Inc.

2021 Management Information Circular

APPROVAL BY THE BOARD OF DIRECTORS

The contents of this Circular and its sending to the Shareholders have been unanimously approved by the Board of Directors. A copy of this Circular has been sent to each Director of the Company, each Shareholder entitled to notice of the Meeting and the Company’s auditors.

March 16, 2022

By order of the Board of Directors

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Paul Raboud Chair of the Board of Directors

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Bird Construction Inc.

2021 Management Information Circular

SCHEDULE “A”

SPECIAL RESOLUTION RELATING TO AN AMENDMENT TO THE ARTICLES

BE IT RESOLVED AS A SPECIAL RESOLUTION:

THAT the Articles of the Company be amended to increase the maximum number of Directors from 10 to 12;
AND THAT the Directors of the Company are authorized to increase, by resolution of the Board passed from time to time, the number of Directors of the Company by up to one-third of the number of Directors elected at the last meeting of shareholders and up to the maximum number of Directors as set out in the articles, as amended;
AND THAT any Director or officer of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver Articles of Amendment, in duplicate, to the Director under the Business Corporations Act (Ontario), in order to give effect to this Special Resolution, and to execute and deliver all such other documents and to do all such acts and things as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing.

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Bird Construction Inc.

2021 Management Information Circular

SCHEDULE “B”

BOARD MANDATE - DUTIES AND RESPONSIBILITIES OF THE BOARD

The Board of Directors (the “ Board ”) of Bird Construction Inc. (the “ Company ” or “ Bird ”) is responsible for the stewardship and oversight of the management of the Company in accordance with obligations under the articles of incorporation, by-laws and applicable laws.

Within its stewardship responsibility, the Board’s role is to preserve and enhance the viability of the Company and to ensure that it is managed with a view to the best interests of the Company and the Company’s shareholders (“ Shareholders ”). In carrying out these responsibilities and discharging its obligations, the Board will, either directly or through its committees, perform the duties and adhere to the guidelines set out in the Mandate of the Board of Directors & Corporate Governance Guidelines.

The duties and responsibilities of the Board include stewardship and oversight in the following areas:

Strategic Planning and Performance

a) Approving the Company’s vision, mission and value statements.
b) Reviewing the effectiveness of the Company’s strategic planning process and annually approving the business plan and strategic plan.
c) Monitoring the Company’s performance against the overall business objectives and strategic plans and taking action when performance falls short of its goals or when other special circumstances (for example acquisitions) warrant it.
d) Establishing annual performance expectations and corporate goals and objectives for the President & Chief Executive Officer (CEO), monitoring progress against those expectations and taking appropriate action when performance falls short.
e) Reviewing and approving all major strategic initiatives, investments and transactions.

Principal Risks

a) Overseeing risk management at the Company, balancing risks and rewards while ensuring that management has in place policies, processes and procedures designed to identify and effectively measure, manage and mitigate the principal risks of the Company’s business.
b) Reviewing the systems implemented by management to manage the Company’s risk and approve the Company’s risk appetite.
c) Reviewing and approving significant policies and practices that ensure compliance with applicable regulatory, corporate, securities and other legal requirements.
d) Reviewing the principal risks of the Company’s business and the appropriateness of the systems put in place to measure, manage and mitigate these risks.

Executive Management Team

a) Selecting the CEO and approving the selection of the other executive officers of the Company.
b) Satisfying itself, to the extent feasible, of the integrity and effectiveness of the CEO and the other executive officers of the Company.
c) Establishing an effective system of remuneration that is congruent with the Company’s strategic plans.
d) Overseeing the Company’s succession planning process including the appointment, training, compensation and performance assessment of the non-executive Chair of the Board (the “Chair”), Board committee chairs, directors of the Board (“Directors”), the CEO and other executive officers of the Company.
e) Delegating to management powers to effectively manage the Company. In particular, in respect of, the day-to-day business of the Company, within a policy and budget framework established by the Board.

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Bird Construction Inc.

2021 Management Information Circular

Financial Reporting and Internal Controls

a) Reviewing the effectiveness of the Company’s internal controls and management information systems.
b) Reviewing and approving the Company’s annual and quarterly financial statements and management discussion and analysis, annual information form, management proxy circular and other public disclosure documents that require board approval.
c) Overseeing compliance with applicable audit, accounting and reporting requirements.
d) Approving dividends, as well as capital allocations, expenditures and transactions which exceed threshold amounts set by the Board.

Governance

a) Providing stewardship and using its collective expertise, skills, experiences and competencies, to probe, provide proactive, timely, objective and thoughtful guidance to, and oversight of, senior management.
b) Developing the Company’s approach to corporate governance, including establishing and maintaining corporate governance guidelines.
c) Establishing appropriate structures and procedures to allow the Board to function independently of management.
d) Establishing Board committees, appointing Board committee chairs and approving their respective charters to assist the Board in carrying out its duties and responsibilities.
e) Evaluating, on a regular basis, the Board, its committees and individual directors, and reviewing the composition and size of the Board and its committees with a view to the skills, contribution, effectiveness and independence of the Board and its members.

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AI assistant

Bird Construction Inc. — Board/Management Information 2022

46692_rns_2022-03-16_6bdd5f7c-8a2e-4fd7-a80c-f4dd6e4aa7e7.pdf

BIRD CONSTRUCTION INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

and

MANAGEMENT INFORMATION CIRCULAR

MANAGEMENT INFORMATION CIRCULAR

MARCH 16, 2022

TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on May 10, 2022

BIRD CONSTRUCTION INC. MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

Q: How many votes do I get?

Q: How do I vote?

Internet

Telephone

Mail

Virtual-Only Meeting

Q: Who is soliciting my proxy?

Q: Can I appoint someone other than members of management of Bird to vote my Shares?

Q: What do I do with my completed proxy?

Q: What if amendments are made to the matters being voted on or if other matters are brought before the Meeting?

Q: Can I change my vote once I have voted on the internet, or by telephone or take back my proxy once I

have given it?

Q: If I need to contact the transfer agent, how do I reach them?

Q: What percentage of the Shares voted is required?

Q: Who counts the votes?

Q: How can I nominate a candidate for election as a Director at the Meeting?

Solicitation of Proxies

Information for Registered Shareholders

Information for Non-Registered Shareholders

- Special Procedures for the Virtual Only Meeting

Registered Shareholders and Duly Appointed Proxyholders

Non-Registered Shareholders

Duly Appointed Proxyholders

Asking questions at the Meeting

Notice and Access

Appointment of Proxies

Revocation of Proxies

Signature of Proxy

Voting of Proxies

Voting Shares and Principal Holders Thereof

BUSINESS OF THE MEETING

1. Financial Statements

2. Increase in Maximum Number of Directors

3. Election of Directors

Policy on Majority Voting

Nominees for Election to the Board of Directors

Principal Occupation: Corporate Director

Independent

Principal Occupation: Corporate Director

Independent

Principal Occupation: Corporate Director

Independent since 2011

Principal Occupation:

Corporate Director

Principal Occupation: Corporate Director

Principal Occupation: Corporate Director

Principal Occupation: President and Chief Executive Officer of Bird Construction

Principal Occupation: Corporate Director

Canada, and Institute of Research and Public Policy Canada.

Principal Occupation:

Corporate Director

Principal Occupation:

Chair of the Board

4. Appointment of Auditor

Director Independence

Board Committee Membership

COMPENSATION OF DIRECTORS

Deferred Share Unit Plan

Director Compensation Table

BOARD SKILLS AND EXPERIENCE

Description of Skills

Marketing and Business Development

Managing and Leading Growth

Accounting/Financial Reporting

Corporate Finance

CEO or Senior Officer Experience

Bird Construction Inc. Board/Management Information 2022