Bird Construction Inc. — Proxy Solicitation & Information Statement 2020

Apr 6, 2020

==> picture [250 x 46] intentionally omitted <==

BIRD CONSTRUCTION INC. NOTICE AND ACCESS NOTIFICATION FOR ANNUAL MEETING OF SHAREHOLDERS

TO: BENEFICIAL SHAREHOLDERS OF BIRD CONSTRUCTION INC.

TAKE NOTICE that Bird Construction Inc. (the “ Company ” or “ Bird ”) is using the “notice-and-access” provisions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (the “ Notice-and-Access Provisions ”) to send to beneficial holders (“ Beneficial Shareholders ”) of Company’s common shares (“ Shares ”) the Company proxy-related materials relating to the Annual Meeting (the “ Meeting ”) of holders of Shares which will be held at Bird’s corporate offices located at 5700 Explorer Drive, Suite 400, Mississauga, Ontario on Tuesday, May 12, 2020 at 2:30 p.m. (Toronto time).

As is set forth in the Management Information Circular of the Company dated March 19, 2020 that has been prepared for the Meeting (the “Circular ”) and the voting instruction form which accompanies this Notice-and-Access Notification, the Meeting will be held for the following purposes:

• (a) to receive the consolidated financial statements for the year ended December 31, 2019 and the report of the auditors on those statements;

• (b) to elect ten directors of the Company (the “ Directors ”) for the ensuing year;

• (c) to appoint auditors for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the auditors; and

• (d) to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

We are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID19) situation. As a result, we may impose additional procedures or limitations on meeting attendees or may decide to hold the Meeting in a different format, as described in the Notice of Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR as well as on our Company website at www.bird.ca. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

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 the Circular accompanying this Notice.

Beneficial Shareholders are reminded to review the Circular carefully before voting as the Circular has been prepared to help you make an informed decision.

The Company has elected to use the Notice-and-Access Provisions for the Meeting in respect of mailings to its Beneficial Shareholders but not in respect of mailings to its registered holders of Shares (“ Registered Shareholders ”). The Notice-and-Access Provisions are a set of rules developed by the

Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.

The Circular together with related materials has been posted and is available for review at www.bird.ca and also on the Company's profile on SEDAR at www.sedar.com. Beneficial Shareholders may request paper copies of the meeting materials be sent to them by postal delivery at no cost. Requests for meeting materials may be made up to one year from the date the Circular was filed on SEDAR, by contacting Bird at 905.602.4122 x 104 or toll-free at 1-844-602-2473. Shareholders in Canada with questions about the Meeting, or about notice and access, can call Bird at 905.602.4122 x 104 or toll-free at 1-844-602-2473.

In order to allow reasonable time for a Beneficial Shareholder to receive and review the Information Circular, requests should be received at least 5 business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive the meeting materials in advance of such date and the Meeting date.

Beneficial Shareholders are reminded that in order to ensure that their Shares are voted at the Meeting they must: (i) complete, sign and return the accompanying voting instruction form to Broadridge Financial Solutions Inc. (“ Broadridge ”) in accordance with the directions on the form; and (ii) ensure that such completed voting instruction form is received by Broadridge not later than 48 hours prior to the time of the Meeting or any adjournment thereof. Alternatively, voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through the internet at www.proxyvotecanada.com. Reference is also made to the discussion in the Information Circular under “ General Proxy Matters ” for further information on voting.

DATED at Mississauga, Ontario this 19[th] day of March 2020.

By order of the Board of Directors of Bird Construction Inc.

(signed) Terrance L. McKibbon

Terrance L. McKibbon President and Chief Executive Officer March 19, 2020