Bird Construction Inc. — M&A Activity 2024

Jun 21, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Bird Construction Inc. (“ Bird ”) 5700 Explorer Drive, Suite 400 Mississauga, Ontario, L4W 0C6

Item 2 Date of Material Change June 10, 2024

Item 3 News Release

Bird issued a news release on June 10, 2024, which was disseminated through the facilities of GlobeNewswire and subsequently filed under Bird’s corporate profile on SEDAR+ at www.sedarplus.ca.

Item 4 Summary of Material Change

On June 10, 2024, Bird entered into a definitive share purchase agreement to acquire Jacob Bros Construction (“ Jacob Bros ”) for estimated aggregate consideration of $135 million, subject to customary purchase price adjustments (the “ Transaction ”). The Transaction is subject to regulatory approval and the satisfaction of other customary closing conditions and is expected to be completed in the third quarter of 2024.

Item 5.1 Full Description of Material Change

On June 10, 2024, Bird announced it had agreed to acquire Jacob Bros. The Transaction is subject to regulatory approval and the satisfaction of other customary closing conditions and is expected to be completed in the third quarter of 2024.

Headquartered in Surrey, B.C., Jacob Bros is a privately-owned civil infrastructure construction business with self-perform capability, serving public and private clients across the region with a workforce of over 350 salaried, hourly and craft personnel.

The estimated aggregate consideration of $135 million is subject to customary purchase price adjustments and consists of (i) 1.49 million Bird common shares that will be issued to the principals of Jacob Bros with a value of $33.8 million, based on the volume-weighted average trading price of the Bird common shares on the Toronto Stock Exchange for the ten trading days prior to June 10, 2024, (ii) approximately $97.2 million of cash, funded through existing cash on hand as well as short-term and long-term debt under Bird’s credit facilities; and (iii) the indirect assumption of equipment debt with equipment over $4 million being subject to a downward purchase price adjustment.

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The Jacob Bros’ two principals, Scott Jacob, CEO and Todd Jacob, COO, will join Bird to lead the combination of Bird’s Western Infrastructure business and their existing business.

Item 5.2 Disclosure of Restructuring Transactions

Not applicable.

• Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For further information, please contact Wayne R. Gingrich, Chief Financial Officer of Bird at (905) 602-4122.

Item 9 Date of Report

June 20, 2024.

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