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Canfor Corporation Proxy Solicitation & Information Statement 2026
42524_rns_2026-04-14_10433544-d77d-41ea-9ade-01094631a236.pdf
Proxy Solicitation & Information Statement
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Canfor Corporation
Notice of Annual General Meeting of Shareholders
To: The Common Shareholders of Canfor Corporation
Notice is hereby given that the Annual General Meeting (the "Meeting") of the Common Shareholders of Canfor Corporation (the "Company") will be held in a virtual only format conducted via live audio webcast online at https://virtual-meetings.tsxtrust.com/1886 on Wednesday, May 6, 2026 at 12:00 pm for the following purposes:
- To receive and consider the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2025 and the report of the auditors thereon;
- To fix the number of Directors of the Company;
- To elect the Board of Directors of the Company for the ensuing year;
- To appoint auditors for the ensuing year; and
- To transact such other business as may properly come before the Meeting.
DATED at Vancouver, British Columbia this 24th day of March 2026.
By Order of the Board of Directors
Patrick Elliott
Corporate
Secretary
An Information Circular accompanies this Notice of Annual General Meeting. The Information Circular contains details of matters to be considered at the Meeting. The Company's Annual Report is available electronically on the Company's website at canfor.com/investors or upon request at [email protected]. The Annual Report includes consolidated financial statements of the Company for the year ended December 31, 2025 and the auditors' report thereon and the Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company.
Important Notice
The Meeting is scheduled to take place in a virtual-only format conducted via live audio webcast online at https://virtual-meetings.tsxtrust.com/1886. As such, Common Shareholders will not be able to attend the Meeting in person and the Company strongly encourages all Common Shareholders who wish to attend and participate in the Meeting to carefully follow the procedures described in the accompanying Information Circular to ensure they can attend and participate in the Meeting virtually via live audio webcast online at https://virtual-meetings.tsxtrust.com/1886. Following the virtual Meeting, a recorded copy of the webcast of the virtual Meeting will also be accessible on the Company's website at canfor.com until May 6, 2027.
A Common Shareholder who is unable to attend the virtual Meeting and who wishes to ensure that its shares will be voted at the virtual Meeting is requested to complete, date and sign the enclosed form of proxy and to deliver the form of proxy in accordance with the instructions set out in the form of proxy and the Information Circular.
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Table of Contents.
Solicitation of Proxies ... 4
Record Date ... 4
Appointment of Proxyholder and Revocation of Proxies ... 4
Voting of Shares and Exercise of Discretion By Proxyholder ... 4
Voting By Registered and Non-Registered Shareholders at the Virtual Meeting ... 5
How to Participate In and Ask Questions at the Meeting ... 6
Voting Process and Meeting Technical Assistance ... 7
Voting Shares and Principal Holders Thereof ... 7
Recorded Audio Webcast of Meeting ... 7
Setting Number of Directors ... 7
Nominees for Election as Directors ... 8
Executive Compensation – Compensation Discussion and Analysis ... 14
Overview of Named Executive Officers ... 14
Compensation Philosophy and Principles ... 15
Compensation Programs and Practices ... 15
Establishing Market Competitive Pay Levels ... 15
Elements of Compensation ... 16
Management Resources and Compensation Committee (the "MRCC") ... 18
Compensation Governance ... 18
Compensation Decisions ... 19
Management ... 19
Philosophy and policy ... 19
Performance-based plan design (Exec-STIP) ... 19
Performance targets ... 19
Performance evaluations ... 19
Individual salary increases and ... 19
incentive awards ... 19
Summary Compensation Table ... 20
Indebtedness of Directors, Executive Officers and Senior Officers ... 25
Management Agreement ... 25
Corporate Governance ... 25
The Board of Directors ... 26
Board Mandate ... 27
Position Descriptions ... 27
Orientation and Continuing Education ... 27
Ethical Business Conduct ... 28
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Nomination of Directors...28
Compensation...28
Board Committees...28
Board/Committee Assessments of Effectiveness and Renewal...32
Appointment of Auditor...34
Auditor Fees...34
Additional Information...35
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Canfor Corporation
Information Circular.
Dated as of March 24, 2026 (except as otherwise provided)
The Annual General Meeting (the "Meeting") of the Common Shareholders of Canfor Corporation ("Canfor" or the "Company", with such Common Shareholders being the "Common Shareholders") is currently scheduled to take place in a virtual-only format conducted via live audio webcast online at https://virtual-meetings.tsxtrust.com/1886 at the time set forth in the notice of the Meeting accompanying this Information Circular. As such, Common Shareholders will not be able to attend the Meeting in person and the Company strongly encourages all Common Shareholders who wish to attend and participate in the Meeting to carefully follow the procedures described in this Information Circular to ensure they can attend and participate in the Meeting virtually via live audio webcast online at https://virtual-meetings.tsxtrust.com/1886.
Solicitation of Proxies
This Information Circular is furnished in connection with the solicitation by the management of Canfor of proxies to be used at the Meeting of the Common Shareholders to be held virtually via live audio webcast online at https://virtual-meetings.tsxtrust.com/1886 at the time and for the purposes set forth in the notice of the Meeting accompanying this Information Circular. The solicitation will be by mail. The cost of solicitation will be borne by the Company.
Record Date
The directors of the Company (the "Directors") have fixed March 23, 2026 at the close of business as the record date for determining the names of Common Shareholders of the Company entitled to receive notice of the Meeting. Each person who is entered in the central securities register of the Company at the close of business on March 23, 2026 as a holder of one or more Common Shares of the Company is entitled to attend and vote at the Meeting virtually or by proxy and in the event of a poll to cast one vote for each Common Share held.
Appointment of Proxyholder and Revocation of Proxies
Each of the persons named in the enclosed form of proxy is a Director or senior officer of the Company. A Common Shareholder has the right to appoint a person (who need not be a shareholder) as its nominee to virtually attend and act for it and on its behalf at the Meeting other than the persons designated in the form of proxy accompanying this Information Circular. To exercise this right, a Common Shareholder may insert the name in full of its nominee in the blank space provided in the form of proxy and strike out the names of the persons now designated. The proxy will not be valid unless the completed form of proxy is delivered to TSX Trust Company Inc. ("TSX"), (i) by mail addressed to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1; (ii) online at www.meeting-vote.com; (iii) by email at [email protected]; (iv) by fax to 416-607-7964; or (v) by hand delivery to 301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1, not less than forty-eight (48) hours (excluding Saturdays and holidays) before the time of the Meeting. A Common Shareholder who has given a proxy has the power to revoke it by a signed instrument in writing in the manner provided in the articles of the Company (the "Articles") or in any other manner provided by law any time before it is exercised. The Articles provide that the revocation must be executed by the Common Shareholder or his/her legal representative or trustee in bankruptcy authorized in writing, or where the shareholder is a corporation, by a duly authorized representative of the corporation, and may be delivered to the registered office of the Company at any time up to and including the last business day preceding the Meeting.
Common Shareholders should note that if they participate and vote on any matter at the virtual Meeting, they will revoke any previously submitted proxy.
Voting of Shares and Exercise of Discretion by Proxyholder
The form of proxy accompanying this Information Circular confers discretionary authority upon the proxy nominees with respect to any amendments or variations to matters identified in the notice of the Meeting and any other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the notice of the Meeting and routine matters incidental to the conduct of the Meeting. In the event that any further or other business is 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 judgment of such business. On any ballot or poll, the Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Common Shareholder as specified in the proxy with respect to any matter to be acted on. If a choice is not so specified with respect to any such matter, the Common Shares represented by a proxy given to management are intended to be voted in favour of the resolutions referred to therein for the setting of the number of Directors, the nominees of management for election as Directors and the appointment of KPMG LLP as auditors.
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Voting By Registered and Non-Registered Shareholders at the Virtual Meeting
Please carefully review and follow the voting instructions below based on whether you are a “Registered Shareholder” or “Non-Registered Shareholder” of the Company.
These securityholder materials are being sent to both registered (“Registered Shareholders”) and non-registered owners (“Non-Registered Shareholders”) of the Company’s Common Shares.
Who is a Registered Shareholder
Registered Shareholders are those Common Shareholders who hold shares in the capital of the Company in their own names and can vote by attending and voting those shares at the virtual Meeting or by appointing a proxy holder as described in this Information Circular.
Who is a Non-Registered Shareholder
Non-Registered Shareholders are those Common Shareholders who do not have Common Shares recorded in their own names and usually hold their shares in the name of an intermediary (for example, a bank, a trustee, a broker or an investment dealer) or in the name of a clearing agency of which the intermediary is a participant. The Company will pay for intermediaries to forward proxy-related materials to Non-Registered Shareholders who object to their name being made known to the Company.
If you are a Non-Registered Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.
A Non-Registered Shareholder who receives these Meeting materials from an intermediary must complete and return the voting materials in accordance with the instructions provided by their intermediary as to how to vote the Common Shares held by them. If the Company sends these materials to you, a Non-Registered Shareholder, directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.
If a Non-Registered Shareholder does not complete and return the materials in accordance with the instructions from the intermediary or as set forth herein and in the other Meeting materials, as applicable, they may lose the right to vote at the virtual Meeting, either virtually or by proxy. Although Non-Registered Shareholders may not be recognized directly at the virtual Meeting for the purposes of voting Common Shares registered in the name of their intermediary, they may attend and vote at the virtual Meeting by appointing themselves as proxyholder for their shares in accordance with the voting instructions.
Non-Registered Shareholders who have questions or concerns regarding any of these procedures should contact their intermediary directly or contact the Company or TSX (see “Voting Process and Meeting Technical Assistance” below).
Instructions on Voting at the Meeting
Registered Shareholders and duly appointed proxyholders will be able to attend the virtual Meeting and vote in real time, provided they are connected to the internet and follow the instructions in this Information Circular.
Non-Registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting only as guests but will not be able to vote at the virtual Meeting.
Common Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (“VIF”) (including a Non-Registered Shareholder who wishes to appoint themselves as proxyholder to attend and vote at the virtual Meeting) must carefully follow the instructions in this Information Circular and on their form of proxy or VIF. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX, after submitting the form of proxy or VIF. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the virtual Meeting and only being able to attend as a guest. Guests will be able to listen to the virtual Meeting but will not be able to vote.
Obtaining a Control Number for Non-Registered Shareholders and Proxyholders
Non-Registered Shareholders and proxyholders must also obtain a control number to vote during the virtual Meeting. You must complete the additional step of registering the proxyholder by calling TSX at 1 (866) 751-6315 (within North America) or 1 (416) 682-3860 (outside of North America) or by completing an electronic form at https://www.tsxtrust.com/control-number-request by no later than 12:00 p.m. (Pacific Time) on May 5, 2026.
Failing to register your proxyholder online will result in the proxyholder not receiving a control number, which is required to vote at the virtual Meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholder and registered with TSX in accordance with the instructions in this Information Circular will not be able to vote at the virtual Meeting but will be able to listen as a guest.
For Registered Shareholders, this step is not required as the control number is located on the form of proxy accompanying this Information Circular.
How to Vote
You have two ways to vote your Common Shares:
- By submitting your proxy or VIF as per instructions indicated; or
- During the Meeting by online ballot through the live webcast platform at https://virtual-meetings.tsxtrust.com/1886.
Registered Shareholders and duly appointed proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder) that attend the Meeting online will be able to vote by completing a ballot online during the Meeting through the live webcast platform.
Guests (including Non-Registered Shareholders who have not duly appointed themselves as proxyholder) can log into the Meeting as set out below. Guests will be able to listen to the Meeting but will not be able to vote during the Meeting.
Step 1: Log in online at https://virtualmeetings.tsxtrust.com/1886.
Step 2: Follow these instructions:
- Registered Shareholders: Click “I have a control number/Meeting access number” and then enter your control number and password: “canfor2026” (case sensitive). The control number is located on the form of proxy accompanying this Information Circular. If you use your control number to log in to the virtual Meeting, any vote you cast at the virtual Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the virtual Meeting.
- Duly appointed proxyholders: Click “I have a control number/Meeting access number” and then enter your control number and password: “canfor2026” (case sensitive). Proxyholders who have been duly appointed and registered with TSX as described in this Information Circular will receive a control number by email from TSX after the proxy voting deadline has passed.
- Guests: Click “Guest” and then complete the online form.
It is your responsibility to ensure internet connectivity for the duration of the virtual Meeting and you should allow ample time to log in to the Meeting online before it begins.
How to Participate in and Ask Questions at the Meeting
Registered Shareholders and proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder) who attend the Meeting virtually and have properly followed the instructions in this Information Circular to participate and vote virtually at the Meeting will have an opportunity to participate in discussions and ask questions at the Meeting during any discussion or question period.
During the Meeting, if a Common Shareholder or proxyholder wishes to engage in a discussion or ask a question, they should select the “Ask a Question” icon and type the comment or question within the chat box on the messaging screen and click the “Ask Now” button to submit the comment or question to the Chair of the Meeting. Comments and questions can be submitted at any time during any discussion or question period during the Meeting up until the Chair of the Meeting closes such discussion or question period.
Should a Common Shareholder or proxyholder wish to submit a question to be addressed at the Meeting, they can also submit questions in advance of the Meeting to [email protected] and under subject type “Canfor Corporation AGM Questions”.
Regardless of whether comments or questions are submitted during the Meeting or in advance as set out above, all submitted comments and questions may be reviewed by the Company through the TSX virtual meeting platform before being sent to the Chair of the Meeting. It is anticipated that Common Shareholders will have substantially the same, if not the same, level of opportunity to engage in discussions and ask questions on matters of business before the Meeting as in past years when the annual meeting of Common Shareholders was held in person, provided that such Common Shareholders have properly followed the instructions in this Information Circular to participate in the virtual Meeting and remain connected to the internet
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at all relevant times. In the event that there is insufficient time during the Meeting for the Company to address all properly submitted questions, Common Shareholders or proxyholders whose questions were not addressed during the Meeting are encouraged to contact the Company at [email protected].
Voting Process and Meeting Technical Assistance
Common Shareholders with questions regarding the voting or proxy process, the virtual meeting platform or requiring assistance accessing the Meeting website for the Meeting should refer to the virtual meeting guide accompanying the Meeting materials, the TSX's frequently asked questions website at https://www.tsxtrust.com/vagm-faq or contact the Company at (604) 661-5241.
On the Meeting date, Common Shareholders and proxyholders may also contact the Company at (604) 661-5241 for assistance.
Voting Shares and Principal Holders Thereof
As at March 23, 2026, the Company has outstanding and entitled to be voted at the virtual Meeting 117,341,063 Common Shares, each Common Share carrying the right to one vote. To the knowledge of the Directors and senior officers of the Company, no person or company owns beneficially, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to all Common Shares of the Company entitled to be voted at the virtual Meeting except as set out below:
| Title of Class | Name of Beneficial Holder | Number of Shares | Percentage of Class |
|---|---|---|---|
| Common Shares | James Pattison | 63,728,722^{(1)} | 54.3% |
Notes:
(1) The Common Shares beneficially owned by James Pattison are held by companies wholly owned by Mr. Pattison, being 4123221 Canada Inc. (the registered holder of 10,072,705 Common Shares), Great Pacific Capital Corp. (the registered holder of 37,285,572 Common Shares) and Great Pacific Capital Investments Inc. (the registered holder of 16,370,445 Common Shares).
As announced by the Company on March 19, 2025, the Company renewed its normal course issuer bid, which commenced on March 21, 2025. During 2025, the Company purchased 1,976,233 Common Shares pursuant to the normal course issuer bids applicable during that year. As announced by the Company on March 19, 2026, the Company renewed its normal course issuer bid, which will commence on March 23, 2026. For additional information regarding the Company's normal course issuer bids, see the section of the Company's Annual Information Form dated March 5, 2026, entitled "Business of Canfor – Significant Events – Normal Course Issuer Bids" which section is incorporated by reference herein and available on SEDAR+ at www.sedarplus.ca. Upon request by a securityholder of the Company, the Company will provide a copy of the notice filed by the Company with the Toronto Stock Exchange in respect of its renewed 2026 normal course issuer bid free of charge.
Recorded Audio Webcast of Meeting
Following the virtual Meeting, a recorded copy of the webcast of the virtual Meeting will also be accessible on the Company's website at canfor.com until May 6, 2027.
Setting Number of Directors
The size of the board of directors of the Company (the "Board") is currently set at ten. In accordance with the Articles, the Company intends to maintain the number of Directors at ten and will seek approval from the Common Shareholders, by ordinary resolution, to confirm the number of Directors at ten at the Meeting.
Nominees for Election as Directors
The persons named in the enclosed form of proxy intend, unless otherwise directed, to vote for the election of a Board of Directors composed of the ten nominees in the list that follows. If any of the nominees do not stand for election or re-election, as the case may be, or are unable to serve, proxies may be voted for a smaller Board at the discretion of the proxy nominee.
The term of office of each of the current Directors expires at the close of the Meeting. Each Director elected at the Meeting will hold office until the close of the Company's next annual meeting of shareholders or until their successor is elected or appointed, unless their office is earlier vacated in accordance with our Articles or with the provisions of the Business Corporations Act (British Columbia).
The following disclosure is further information regarding each of the individuals who are proposed as nominees for election as Directors of the Company, including their principal occupations, directorships and appointments and, where applicable, memberships on standing committees of the Board. A record of attendance during the twelve months ended December 31, 2025 at regular meetings of the Board and meetings of its standing committees of which each nominee is currently a member as at the date hereof is noted below.
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The Honourable
John R. Baird
Toronto, Ontario
Canada
Age: 56
Director since 2016
Independent
Key areas of expertise:
- Business Management
- Foreign Affairs
- Government Relations
- Financial
- Risk Management
Mr. Baird is the Chair of the Board of the Company.
Mr. Baird is the former Canadian Minister of Foreign Affairs. He is a Senior Advisor to various enterprises and a former Senior Cabinet Minister in the Government of Canada. An instrumental figure in bilateral trade and investment relationships, Mr. Baird has played a leading role in the Canada-China dialogue and worked to build ties with the Association of Southeast Asian Nations (ASEAN) countries. In addition, Mr. Baird has worked closely with international leaders to strengthen security and economic ties with the United States and Middle Eastern countries.
A native of Ottawa, Mr. Baird spent three terms as a Member of Parliament and four years as Foreign Affairs Minister. He also served as President of the Treasury Board, Minister of the Environment, Minister of Transport and Infrastructure, and Leader of the Government in the House of Commons. In 2010, he was selected by Members of Parliament from all parties as Parliamentarian of the Year. Prior to entering federal politics, Mr. Baird spent ten years in the Ontario Legislature where he served as Minister of Community and Social Services, Minister of Energy, and Government House Leader.
Mr. Baird serves as a Senior Business Advisor at both Bennett Jones LLP, a premier Canadian law firm, and Eurasia Group, a global political risk consultancy. Mr. Baird also sits on the advisory board of Barrick Gold Corp. and is on the Board of Friends of Israel Initiative.
Mr. Baird also volunteers his time with Community Living Ontario, an organization that supports individuals with developmental disabilities.
He holds an Honours Bachelor of Arts in Political Studies and an Honourary Doctorate of Law from Queen's University at Kingston.
Other public company board/committee memberships in the past five years:
- Canfor Pulp (2016 – March 2026)
- Canadian Pacific Kansas City Limited (formerly Canadian Pacific Railway Limited) (2015 – present)
- Canadian Pacific Railway Company (2015 – present)
- OR Royalties Inc. (formerly, Osisko Gold Royalties Ltd.) (2020 – 2024)
- FWD Group Holdings Ltd. (2021 – Present)
| Board/Committee Membership² | Overall Attendance: 100% | |
|---|---|---|
| Attendance at Regular Meetings | ||
| Board – Chair* | 7/7 | |
| Securities Held as at | ||
| March 24, 2026 | March 13, 2025 | |
| Common Shares³ | 21,724 | 22,024 |
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Ryan Barrington-Foote
FCPA, FCA
Mr. Barrington-Foote was elected to the Board of the Company in April 2017.
He is currently the President of The Jim Pattison Group, a diversified holding company, where his duties include oversight of The Jim Pattison Group's operating divisions. He was previously the Managing Director, Accounting and has worked with The Jim Pattison Group since 2001 with oversight responsibility for accounting and tax-related functions. From 1996-2001, he was associated with KPMG LLP, where he earned his CPA (CA) designation in 2001. He obtained a degree in Business Administration (Hons.) from Simon Fraser University. Mr. Barrington-Foote is a director of Breakthrough T1D, was a member of the Board of Directors of Just Energy Group Inc. from 2015-2017 and was a Director and Treasurer of the Rick Hansen Institute from 2010-2016. He received his fellowship designation from the Chartered Professional Accountants of British Columbia in 2022, and he received an award as one of Vancouver's Top 40 under 40 in 2009.
Other public company board/committee memberships in the past five years:
- N/A
Vancouver, British Columbia Canada
Age: 46
Director since 2016
Non-Independent¹
Key areas of expertise:
- Business Management
- Financial
- Taxation
- Risk Management
- Compensation
| Board/Committee Membership² | Overall Attendance: 100% | |
|---|---|---|
| Attendance at Regular Meetings | ||
| Board | 7/7 | |
| Audit | 6/6 | |
| Management Resources and Compensation (Chair) | 6/6 | |
| Securities Held as at | ||
| March 24, 2026 | March 13, 2025 | |
| Common Shares³ | Nil | Nil |
Dieter W. Jentsch
Toronto, Ontario Canada
Age: 66
Director since 2020
Independent
Key areas of expertise:
- Risk Management
- Finance
- Business Management
- Operations
- Compensation
- International Markets
Mr. Jentsch is a senior executive and career banker with experience in Canadian, US and international markets.
Mr. Jentsch had a 35-year career at the Bank of Nova Scotia, holding numerous senior roles. In addition to being part of the Bank of Nova Scotia's Operating Committee, he was Group Head of Global Banking and Markets (2016-2018) and Group Head of International Banking (2012-2016). Other prior roles included Executive Vice President Latin America and Executive Vice President Canadian Commercial Banking. Mr. Jentsch holds a Bachelor of Science degree in Agriculture and a Master of Business Administration degree. He holds a diploma from the Advanced Management Programme from the European Institute of Business (INSEAD) as well as a diploma from the University of Toronto Rotman-ICD Directors Education Program.
Other public company board/committee memberships in the past five years:
- Canfor Pulp (2020 – March 2026)
- Mineros S.A. (2020 – May 2024)
| Board/Committee Membership² | Overall Attendance: 95% | |
|---|---|---|
| Attendance at Regular Meetings | ||
| Board | 6/7 | |
| Audit | 6/6 | |
| Sustainability, Health and Safety | 2/2⁴ | |
| Capital Expenditure | 4/4 | |
| Securities Held as at | ||
| March 24, 2026 | March 13, 2025 | |
| Common Shares³ | 20,000 | 20,000 |
10
M. Dallas H. Ross
Vancouver, British Columbia Canada
Age: 69
Director since 2018
Independent
Key areas of expertise:
- Business Management
- Risk Management
- Financial
- Operations
Mr. Ross is a founder and general partner of Kinetic Capital Partners in Vancouver, BC, a private investment firm with large ownership percentages in a few high growth US private companies. He is also active with some other public companies. He is: 1) Chair of the Board and Chair of the Strategic Initiatives Committee of Rogers Sugar Inc.; and 2) Chair of the Board of Westshore Terminals Investment Corporation and Westshore Terminals Ltd. and is Chair of the Compensation Committee of Westshore Terminals Investment Corporation.
Previously, Mr. Ross was on the Board and Chair of the Strategic Alternatives Committee, the Audit Committee and Compensation Committee of Catalyst Paper Corporation to assist with its substantial debt restructuring from 2010-2012. He was also on the Board of Just Energy Group Inc., was Chair of the Special Committee that oversaw its consensual CBCA restructuring in 2020 and remained on the Board until it exited its subsequent CCAA restructuring in 2022. Mr. Ross was on the Board of FutureShop.com from 1999-2004 and was on the Board and Chair of the Campus Task Force, on the Executive Committee and on the Finance Committee of Crofton House School in Vancouver from 2006-2013 as a key member of the leadership team that rebuilt the campus facilities, significantly improved the school's economic scale and raised significant donations from its community. Prior to founding Kinetic Capital Partners, Mr. Ross was Managing Director, Investment Banking at Scotia Capital in Vancouver and, prior to that, Managing Director, Mergers & Acquisitions in Toronto with ScotiaMcLeod where he started at its predecessor, McLeod Young Weir, in 1985.
Other public company board/committee memberships in the past five years:
- Rogers Sugar Inc. (1997 – present)
- Westshore Terminals Investment Corporation (1996 – present)
- Just Energy Group Inc. (2017 – 2022)
| Board/Committee Membership² | Overall Attendance: 100% | |
|---|---|---|
| Attendance at Regular Meetings | ||
| Board | 7/7 | |
| Management Resources and Compensation | 6/6 | |
| Capital Expenditure (Chair) | 4/4 | |
| Securities Held as at | ||
| March 24, 2026 | March 13, 2025 | |
| Common Shares³ | Nil | Nil |
Sandra Stuart
Vancouver, British Columbia Canada
Age: 62
Director since 2021
Independent
Key areas of expertise:
- Business Management
- Compensation
- Operations
- Risk Management
- Business Strategy
Ms. Stuart was appointed to the Board of Directors for the Company in June 2021.
She also currently serves as a director and member of the Risk and Technology Committee for the Bank of Nova Scotia, and on the Advisory Board for Belkorp Investment Management.
Ms. Stuart is an accomplished International Banking Executive with extensive C-Suite Retail, Technology, Operations and corporate governance experience. Ms. Stuart retired as President and CEO of HSBC Canada in 2020. She enjoyed a 40-year career with HSBC, holding progressively senior roles including in the United States and Brazil. Ms. Stuart is active in the community volunteering on the Advisory Board for the Caldwell Top 40 Under 40, and for the Loran Scholarship Program. She has been recognized by the Association of Women in Finance for Excellence in the Private Sector, received the Women's Executive Network Deloitte Inclusion Vanguard Award (2016), was named one of WXN's Top 100 Most Powerful Women in Canada (2014), and British Columbia's Most Influential Women by BC Business Magazine (2015/19). Most recently, Ms. Stuart was selected as a Catalyst Canada Honors Champion.
Ms. Stuart has a Bachelor of Arts with a double minor in Economics and Business from Simon Fraser University.
Other public company board/committee memberships in the past five years:
- Canfor Pulp (2021 – March 2026)
- TELUS Digital Inc. (2021 – October 2025)
- DRI Healthcare Trust (2021 – March 2025)
- Bank of Nova Scotia (2023 – present)
| Board/Committee Membership² | Overall Attendance: 100% | |
|---|---|---|
| Attendance at Regular Meetings | ||
| Board | 7/7 | |
| Sustainability, Health and Safety (Chair) | 4/4 | |
| Securities Held as at | ||
| March 24, 2026 | March 13, 2025 | |
| Common Shares³ | Nil | Nil |
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Dianne L. Watts (LLD)
Surrey, British Columbia
Canada
Age: 61
Director since 2018
Independent
Key areas of expertise:
- Business Management
- Government Relations
- Financial
- Risk Management
- Communications
Ms. Watts is a member of the Board of Directors of Westshore Terminals Investment Corporation. She is also a member of the Board of Directors of the EllisDon Corporation, and is a member of its Audit Committee.
Prior to entering politics, Ms. Watts built a successful career as an architectural consultant. First elected in 1996, she served nine years as a Surrey City Councilor before making history in 2005 as Surrey's first female mayor. She held the mayoralty for nine years, and in 2015 entered federal politics, serving as the Member of Parliament for South Surrey until 2017.
During her time as a Member of Parliament, Ms. Watts was the Shadow Minister for National Infrastructure and Communities and served as a member of the National Security and Public Safety Committee, National Infrastructure and Transportation Committee and the Economic Development Caucus. She also holds 2 Honorary Doctor of Laws.
During her time as Mayor of Surrey, BC, Ms. Watts served as Chair of the National Policing and Public Safety Committee, Metro Vancouver Transportation Committee, and RCMP Local Government Contract Management Committee.
Ms. Watts also served as a founding member and Board Director for BC Mayors Caucus, Sophie's Place Child Advocacy Center and Servants Anonymous Safe Houses.
Ms. Watts served as the first CEO of the Health Tech Innovation Foundation that was established to foster technology advancements. In addition, Ms. Watts is the Co-Chair UNITI Harmony Housing Project, Executive member of BC United, Member of Women Options, affordable Housing Campaign and a political contributor to Global and CBC media services.
Other public company board/committee memberships in the past five years:
- Westshore Terminals Investment Corporation (2018 – present)
| Board/Committee Membership² | Overall Attendance: 100% | |
|---|---|---|
| Attendance at Regular Meetings | ||
| Board | 7/7 | |
| Sustainability, Health and Safety | 4/4 | |
| Governance and Nominating (Chair) | 3/3⁴ | |
| Securities Held as at | ||
| March 24, 2026 | March 13, 2025 | |
| Common Shares³ | 1,700 | Nil |
Cheryl Yaremko
Burnaby, British Columbia
Canada
Age: 57
Director since 2025
Independent
Key areas of expertise:
- Business Management
- Financial
- Risk Management
- Compensation
- Operations
Ms. Yaremko is currently the Chief Financial Officer at GCT Global Container Terminals ("GCT"). She is a transformative agent with deep financial expertise in capital-intensive industries including utilities, transportation, and manufacturing. Ms. Yaremko is responsible for the strategic leadership and direction for GCT's financial activities, public affairs, and environmental, social and governance matters.
Prior to her role as Chief Financial Officer of GCT, Ms. Yaremko was the Chief Financial Officer and Executive Vice-President, Finance, Technology and Supply Chain at British Columbia Hydro and Power Authority and Chief Financial Officer for BC Railway Company. She is currently on the Board of Governors of the Business Council of British Columbia and has served on the boards of British Columbia Investment Management Corporation (BCI) (Audit Committee Chair), UBC Investment Management Trust (Audit Committee Chair), InTransit BC and Ballet BC.
Ms. Yaremko is a Chartered Professional Accountant, holds an ICD.D designation from the Institute of Corporate Directors and has a Bachelor of Commerce (Honours), with a major in Finance, from the University of British Columbia.
Other public company board/committee memberships in the past five years:
- N/A
| Board/Committee Membership² | Overall Attendance: 100% | |
|---|---|---|
| Attendance at Regular Meetings | ||
| Board | 7/7 | |
| Audit (Chair) | 4/4 | |
| Securities Held as at | ||
| March 24, 2026 | March 13, 2025 | |
| Common Shares³ | Nil | Nil |
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Måns Johansson
Vaxjo,
Sweden
Age: 50
Proposed director
Non-Independent¹
Key areas of expertise:
- Risk Management
- Finance
- Business Management
- Operations
- International Markets
Mr. Johansson is the Vice Chair of Vida AB (“Vida”), the largest sawmill company in Sweden and a 77% subsidiary of the Company. Mr. Johansson began his career at Vida in 1997, initially working in production coordination before moving into sales. Over time, he advanced to Sales Director and Deputy CEO, before being appointed to CEO in March 2019, serving in that position until October 2025.
Over the last 30 years Mr. Johansson has built significant experience in the international forestry sector, with academic studies and professional roles in Sweden, Germany, and Canada. In addition to his executive responsibilities, Mr. Johansson has held several leadership roles within forest industry organizations. He served as Chair of the European Organization of Sawmills (EOS) from 2013-2015 and Chair of Swedish Wood from 2023-2025. Since 2024, he has sat on the board of the Swedish Forest Industries Federation and the Swedish Industrial Employers Association. In addition, he is the Board Chair of Cretec AB and Barkonsult AB, and a Board member of Batten AB. Mr. Johansson also manages his family office, which oversees investments in real estate, unlisted companies, and financial assets.
Other public company board/committee memberships in the past five years:
- N/A
Michael Garcia
Sault Ste. Marie, Ontario Canada
Age: 61
Proposed director
Independent
Key areas of expertise:
- Business Leadership
- Environment & Regulatory
- Government Relations
- International Business
- Risk Management
Securities Held as at
| March 24, 2026 | March 13, 2025 | |
|---|---|---|
| Common Shares³ | 14,690 | 10,100 |
Mr. Garcia served as Chief Executive Officer of Algoma Steel Group Inc. from June 2022 to December 2025. He brings extensive global experience and a strong track record in strategy execution, operational transformation, and building high-performance organizations.
Mr. Garcia has held senior leadership roles at Alcoa Inc., Gerdau Ameristeel Inc., Evraz Inc./Evraz Highveld Steel, Domtar Inc., and Alliant Energy Corporation. At Domtar, he served as President, Pulp & Paper, overseeing more than 6,500 employees across 30 sites and approximately $4.2 billion in annual revenue, and led over $300 million in capital projects and a 10-year strategic plan.
He has served as an Independent Director of Alliant Energy Corporation since 2020, chairing the Operations Committee and serving on the Nominations and Governance Committee, and previously served on the Board of the Federal Reserve Bank of Richmond, Charlotte branch.
Mr. Garcia holds a Bachelor of Science in Computer Science from the United States Military Academy at West Point and an MBA from Harvard University and began his career as a U.S. Army officer serving in Operation Desert Storm.
Other public company board/committee memberships in the past five years:
- Alliant Energy Corporation (2020 – present)
Securities Held as at
| March 24, 2026 | March 13, 2025 | |
|---|---|---|
| Common Shares³ | Nil | Nil |
Susan Yurkovich
Vancouver, British Columbia Canada
Age: 60
Director since 2025
Non-Independent
Key areas of expertise:
- Business Leadership
- Environment & Regulatory
- Human Resources / Compensation
Government Relations - International Business
- Risk Management
Ms. Yurkovich was appointed President and Chief Executive Officer ("CEO") of the Company in January 2025. She previously served as Senior Vice President of Global Business Development of the Company and in various roles from 1994-2004, including five years as Vice President, Corporate Affairs.
Prior to re-joining the Company in 2022, Ms. Yurkovich was President and CEO of the BC Council of Forest Industries and President of the BC Lumber Trade Council where she led advocacy efforts and represented the sector in trade matters, including the Canada-US softwood lumber dispute. From 2006-2015, she served as an Executive at British Columbia Hydro and Power Authority and led the development of the Site C Hydro Project on the Peace River in Northeast BC.
Ms. Yurkovich is a Director of FortisBC, the Softwood Lumber Board, and the the Binational Softwood Lumber Council, and is a member of the Faculty Advisory Board at University of British Columbia's Sauder School of Business. She holds a Bachelor of Arts and a Master of Business Administration from the University of British Columbia, a Diploma in International Business from Erasmus University, Netherlands, and the ICD.D designation from the Institute of Corporate Directors.
Other public company board/committee memberships in the past five years:
- Canfor Pulp (2025 - March 2026)
- Centerra Gold Inc. (2018 - May 2025)
| Board/Committee Membership2 | Overall Attendance: 100% | |
|---|---|---|
| Attendance at Regular Meetings | ||
| Board | 7/7 | |
| Securities Held as at | ||
| March 24, 2026 | March 13, 2025 | |
| Common Shares3 | 65,000 | N/A |
Notes:
-
As the Chair, Mr. Baird attends the Committee meetings as ex officio member. He was appointed Chair on April 29, 2021.
-
With respect to Messrs. Barrington-Foote and Johansson and Ms. Yurkovich, reference is made to "The Board of Directors - Independence" below.
- Following the acquisition by the Company on March 17, 2026 of all of the issued and outstanding shares of Canfor Pulp Products Inc. ("Canfor Pulp") that it did not already own pursuant to a plan of arrangement under an arrangement agreement dated December 3, 2025 between the Company and Canfor Pulp (the "Arrangement"), each of the standing committees of the Board (other than the Audit Committee) which were previously joint committees ceased to have as members any individuals who were directors of Canfor Pulp and not also directors of the Company. See "Board Committees" below for more information.
- The number of Common Shares held by each nominee refers only to Common Shares of the Company and does not include common shares of Vida ("Vida Shares"), a subsidiary of the Company, held by the nominee. In particular, as at the date hereof: Mr. Johansson owns 29,826 Vida Shares, representing $2.99\%$ of the issued and outstanding Vida Shares. Mr. Johansson is also a party to an agreement (with the other holders of the $23\%$ interest of Vida not owned by the Company) to put his Vida Shares to the Company commencing in February 2025 and ending in February 2032, at which time the Company will also have a right to acquire any of the Vida Shares which remain outstanding in the hands of Mr. Johansson. Pursuant to that agreement, the price of the Vida Shares is fixed based on the original acquisition terms of Vida agreed to with Mr. Johansson and the other remaining Vida shareholders in 2018. On December 10, 2024, the Company increased its ownership interest in Vida from $70\%$ to $77\%$ by acquiring 36,446 Vida Shares from a company controlled by Mr. Dahl (a current Director) and 27,211 Vida Shares from a company controlled by Mr. Mans Johansson, former President of Canfor Europe, and Vice Chair of Vida. For more information in respect of this acquisition, see "Partial acquisition of Vida's non-controlling interest" under the Company's management's discussion and analysis for the year ended December 31, 2024 which can be found on the Company's SEDAR+ profile at sedarplus.ca and is incorporated by reference herein.
- Ms. Yaremko was elected as a Director on May 8, 2025 and appointed to the Audit Committee as of May 9, 2025 and therefore only eligible to attend Board meetings and Audit Committee meetings from the applicable date onwards. Ms. Watts was appointed to the Governance and Nominating Committee (then the Joint Governance and Nominating Committee) as of May 9, 2025 and therefore only eligible to attend meetings of that committee from that date onwards. Mr. Jentsch was appointed to the Sustainability, Health and Safety Committee on May 8, 2025 and therefore only eligible to attend meetings of that committee from that date onwards.
To the knowledge of the Company, no nominee for election as a Director of the Company is, at the date of this Information Circular, or has been within the last 10 years prior to the date of this Information Circular, a director, chief executive officer or chief financial officer of any company that: (i) while acting in that capacity, was subject to a cease trade or similar order or an order that denied access to any exemption under securities legislation (each, an "Order") that was in effect for a period of more than 30 consecutive days; (ii) was subject to an Order that was in effect for a period of more than 30 consecutive days that resulted from an event that occurred while the nominee was acting in such capacity but which was issued after he ceased to act in such capacity, other than Mr. Jentsch.
On August 19, 2020, The Bank of Nova Scotia ("Scotiabank") announced that it entered into a Deferred Prosecution Agreement ("DPA") with the U.S. Department of Justice (the "DOJ"). Additionally, the Commodity Futures Trading Commission (the "CFTC") issued three separate orders against Scotiabank (collectively, the "CFTC Orders"). The DPA and the CFTC Orders resolve the DOJ's and CFTC's previously disclosed investigations into Scotiabank's activities and trading practices in the metals markets and related conduct as well as pre-trade mid-market marks and related swap dealer compliance issues. Mr. Jentsch was a Senior Executive of Scotiabank during the time period during which such activities, trading practices and related conduct occurred. Mr. Jentsch was not personally sanctioned as part of these proceedings nor was he the subject of these investigations.
To the knowledge of the Company, no nominee for election as a Director of the Company is, at the date of this Information Circular, or has been within the 10 years before the date of this Information Circular, a director or executive officer of any company that, while acting in that capacity or within a year of ceasing to act in such capacity, became bankrupt, made a proposal under 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 its assets other than Mr. Ross.
Mr. Ross was asked to join the Board of Directors of Just Energy Group Inc. in June 2017. Mr. Ross was on the Board of Directors of the Company to execute a Plan of Arrangement under the CBCA in mid-2020 and then to subsequently execute a Companies' Creditors Arrangement Act ("CCAA") filing amidst significant issues in the Texas regulated market in early 2021. Just Energy Group Inc. exited CCAA in December 2022 and Mr. Ross ceased serving as a Director of Just Energy Group Inc.
To the knowledge of the Company, no nominee for election as a Director of the Company has, within the last 10 years prior to the date of this Information Circular, 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 or receiver manager or trustee appointed to hold his or her assets.
Executive Compensation – Compensation Discussion and Analysis
This section describes the Company's approach to its compensation programs, policies, and practices for the Company's CEO who acted in such capacity for any part of the most recently completed financial year, the Company's Chief Financial Officer ("CFO") who acted in such capacity for any part of the most recently completed financial year, the next three most highly compensated executive officers of the Company or any of its subsidiaries as at December 31, 2025 whose total compensation was, individually, more than $150,000, and each individual who would be one of such three most highly compensated executive officers of the Company or any of its subsidiaries but for the fact that such individual was not an executive officer of the Company or any of its subsidiaries or acting in a similar capacity as at December 31, 2025 (collectively, the "Named Executive Officers" or "NEOs").
Overview of Named Executive Officers
The Company's NEOs in respect of the financial year ending December 31, 2025 are as follows:
- Susan Yurkovich, President and CEO;
- Patrick Elliott, CFO and Corporate Secretary;
- Stephen Mackie, Chief Operating Officer ("COO");
- Kevin Pankratz, Senior Vice President, Sales and Marketing; and
- Kathryn Player, Senior Vice President, People and Technology
Compensation Philosophy and Principles
The Company's executive compensation philosophy is designed to provide the NEOs with base salary (fixed) and incentive programs (performance-based) in the proportions that the Company believes will achieve its fundamental compensation guiding principles as described below, which are to:
- enable the Company to attract and retain talented and engaged employees needed to define and lead the business;
- align the financial interest of the NEOs with the long-term interest of the Common Shareholders;
- integrate a pay-for-performance approach where compensation is closely linked with achieving both business and performance objectives;
- balance risk and compensation with sound management principles to align with the interests of the Common Shareholders; and
- reward behaviors which align the Company's values with the support of its customers.
The Company reviewed its compensation philosophy for 2025 to position base salary at market median and to align total cash compensation (sum of base salary and incentive programs, which, as discussed further below, now includes a long-term incentive plan, in addition to a short-term incentive plan) between the 50th and the 75th percentiles against its peers to
14
help encourage superior performance. The Company's compensation market of reference is described below.
The Board regularly considers whether or not to hold an advisory "say on pay" vote at its annual general meeting of Common Shareholders on the Company's approach to executive compensation and has determined not to hold such a vote at the Meeting. The Board believes that its executive compensation policies as discussed in this Information Circular provide strong and appropriate performance incentives, provide adequate mitigation protections and are preferable to equity-based compensation programs used by the Company in the past.
Compensation Programs and Practices
The Company's compensation programs have been structured to establish a clear relationship between pay and performance by providing, in particular, a limited portion of base salary and higher compensation for outstanding performance and less compensation when performance expectations are not met, while also reflecting financial risk and strategic and operational objectives.
Every year, the Company undertakes back-testing analysis for the compensation of the NEOs and other senior management to assess the alignment of variable compensation and performance and the Management Resources and Compensation Committee (the "MRCC") (previously, the Joint Management Resources and Compensation Committee, prior to the completion of the Arrangement on March 17, 2026), reserves the right to make changes to its compensation programs, if it is of the view that it would be necessary to achieve the Company's compensation objectives. In years where there are plan design changes, payout scenario analyses are conducted for various performance outcomes.
In 2024, the MRCC engaged Meridian Compensation Partners Ltd. ("Meridian") to review the Company's executive variable pay programs to determine competitive alignment against its peers and in accordance with the Company's executive compensation philosophy.
In May 2025, following a comprehensive review of its executive compensation framework, the Company approved updates to its approach to annual incentive compensation for executives, including the NEOs. As part of this redesign, the Company adopted a new Executive Incentive Program ("EIP"), which replaced the Company's previous Executive Short-Term Incentive Plan ("Exec-STIP"). These changes were approved in May 2025 and implemented retroactively to be effective as of January 1, 2025. For more information on the Exec-STIP, see the Company's Information Circular dated March 20, 2025, which can be found on the Company's profile on SEDAR+ at www.sedarplus.ca, under "Executive Compensation - Compensation Discussion and Analysis - Elements of Compensation - Performance-Based Awards - Exec-STIP" which is incorporated by reference herein.
The EIP, which provides cash-based, short-term and long-term incentives for the NEOs (as compared to the previous Exec-STIP which provided for cash-based, short-term incentives only), is intended to provide a link between the Company's financial performance and executive variable compensation and better align payments under the EIP with the interests of the Common Shareholders. For the NEOs, a significant portion of their target total cash compensation is at risk, which creates a strong pay-for-performance relationship.
The Board, through the MRCC, retains the discretion to award compensation to senior executives, including the NEOs, even when performance goals or targets are not achieved. In making such awards, the MRCC will consider several factors, including the recommendation of the CEO, the financial condition of the Company, the performance of the individual being considered for the award, the state of the markets generally and any other factors the MRCC considers relevant. However, discretionary awards will only be granted by the MRCC to individuals who have shown exemplary or outstanding performance beyond normal job performance, or where the MRCC has determined that such awards are necessary for retention purposes in view of the relevant individual's unique skill set and experience in order to incentivize and secure the continued service of key executives to remain with the Company to maintain operational stability.
The Company also maintains the Canfor Broad-based Salaried Incentive Plan, which is a short-term incentive plan for salaried employees. None of the Company's NEOs participate in this plan.
Establishing Market Competitive Pay Levels
An important element of the Company's compensation programs is to provide the NEOs with compensation packages that are competitive with the compensation offered to executives in comparable positions in companies of similar size operating in similar geographies to attract dynamic and innovative executives to lead its strategic initiatives. As such, the MRCC utilizes and relies significantly on a competitive market analysis when determining the size, components and mix of the NEOs' compensation packages.
The MRCC periodically engages the services of an independent consulting firm to provide advice and counsel on executive compensation matters, such as base salary and incentive programs, all as described further below. In 2024, Willis Towers
Watson ("WTW") had provided such advice to the MRCC and had assisted the MRCC in reviewing the Company's market peer groups and in comparing the compensation of the CEO and other NEOs against that market of reference. Further, as mentioned above, in 2024, the MRCC engaged Meridian to review the Company's executive variable pay programs for 2025 to determine competitive alignment against its peers and in accordance with the Company's executive compensation philosophy. No consulting firm was engaged by the Company in 2025 in respect of executive compensation matters.
For 2025, the primary sources for market information were two peer group datasets previously compiled by WTW in 2023, including: a) a "proxy" peer group comprised of fifteen (15) publicly traded companies of similar financial scope, industry and operational footprint, and b) a general industry "survey" peer group composed of companies of similar size as measured by revenue, market capitalization, assets, and levels of capital reinvestment. The "proxy" peer group membership included ADENTRA Inc., B2Gold Corp., Boise Cascade Company, Cascades Inc., Clearwater Paper Corporation, Finning International Inc., Interfor Corporation, Louisiana-Pacific Corporation, Mercer International Inc., Methanex Corporation, Potlatch Deltic Corporation, Stella-Jones Inc., Toromont Industries Ltd., Universal Forest Products Inc. and West Fraser Timber Co. Ltd. As for the "survey" peer group, the market data was extracted from WTW's General Industry Executive Compensation Survey based on organizations of comparable size (revenue) and relevant industries (e.g., forest and paper products manufacturing, and commodity cyclical or capital-intensive industries).
Executive Compensation-Related Fees
There were no fees payable to a compensation consultant or advisor in respect of executive compensation matters in 2025. In 2024, the Company paid Meridian $41,351 for advisory services pertaining specifically to reviewing the Company's executive incentive programs for 2025.
Elements of Compensation
Base salary and the EIP are the two principal components of the Company's executive compensation program, designed to closely link the compensation of the Company's NEOs and other senior executives with the performance of the Company and its subsidiaries. As noted above, the MRCC previously retained advisors, to benchmark the compensation of the Company's senior executives, including the CEO and the other NEOs against the market.
The Company also provides the NEOs with certain other benefits including retirement plans, executive perquisites, the ability to participate in the Employee Purchase Plan (as defined below under "Executive Compensation – Compensation Discussion and Analysis – Elements of Compensation – Employee Share Purchase Plan"), and other group benefits that are generally available to all other eligible employees.
In reviewing the Company's executive compensation, the MRCC considers competitive market intelligence for executive compensation-related matters in respect to executive talent. In addition to market data, the MRCC considers other factors such as the Company and individual performance, the scope of the role, the responsibility associated with the role and the length of time in the role, and the relationship among all elements of compensation when making decisions regarding executive pay.
Base Salary
Base salary reflects each executive's level of responsibility, capabilities and experience in the context of their role compared to market. It is provided in cash each pay period and is intended to be competitive in order to attract and retain key executives. The Company reviews base salaries annually and generally provides increases based on guidelines that are the result of market data. Base salaries are also adjusted when there is a material change in the compensation levels of comparable roles in the Company's peer group(s), including the peer groups previously compiled by WTW. The MRCC has sole responsibility for making recommendations to the Board in relation to the compensation of the CEO.
Performance-Based Awards – Executive Incentive Plan ("EIP")
The purpose of the EIP is to reward all senior executives, including NEOs, who have significant management and decision-making responsibilities, by providing cash-based compensation intended to align their interests with those of the Common Shareholders.
The EIP has the following objectives:
- attract, motivate and foster retention for participants of outstanding ability;
- encourage participants to effectively balance short-term and long-term objectives;
- maintain the Company as a market leader in safety; and
- advance the Company by encouraging a strong focus on strategy execution that leads to new value creation and strong financial performance.
16
There are two components to the EIP: the Short-Term Incentive Program ("STI") and the Long-Term Incentive Program ("LTI"), which are designed to operate as complementary components within the Company's overall compensation framework. As discussed further below, STI is intended to reward annual individual, operational and financial performance, while LTI is intended to help encourage sustained long-term value creation and help further align executives with shareholder interests. The MRCC evaluates market competitiveness, the Company's pay-for-performance philosophy, and the desired balance between short- and long-term incentives. Decisions regarding STI outcomes may influence adjustments to future LTI grant values, and vice versa, to ensure the overall compensation package remains appropriately calibrated to performance, retention objectives, and market practices.
The current incentive targets for each NEO in respect of STI and LTI are as follows:
| Position | STI Target 1 | LTI Target 1 |
|---|---|---|
| Chief Executive Officer | 100% | 200% |
| Chief Operating Officer | 75% | 100% |
| Chief Financial Officer | 75% | 100% |
| Senior Vice President | 75% | 75% |
1 As a proportion of base salary
(A) Short Term Incentive Program ("STI")
Similar to the Company's previous Exec-STIP, the STI is a cash-based program designed to reinforce the achievement of annual business objectives within a performance period of one year spanning January 1 to December 31. It seeks to reward the attainment of predetermined goals that align with both the Company's strategic priorities on a shorter-term basis and the individual's performance expectations.
STI awards that are granted are determined based on four components: Base Salary Earnings, Incentive Target, Company Performance, and Individual Performance, and are calculated as follows:
$$
\text{Base Salary Earnings} \times \text{STI Target} \times \left( \frac{\text{Company Performance (70\%)} + \text{Individual Performance (30\%)}}{3} \right)
$$
Company Performance and Individual Performance collectively serve as the performance drivers and are expressed as a percentage of base salary earnings which range from 75% to 100% depending on the NEO. Actual STI payouts are contingent upon the level of performance achieved pursuant to the Company Performance and Individual Performance components at the conclusion of the applicable performance period.
Company Performance comprises three business-related subcomponents: "Financial," "Safety" and "Corporate Objectives", and the cumulative score for these three subcomponents is capped at 200% of the overall Company Performance component. These three business-related subcomponents are discussed further below.
The "Financial" subcomponent is based on Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") measured against the Company's annual targets. The "Safety" subcomponent is evaluated by measuring the Company's Total Recordable Injury Frequency, which measures the frequency of workplace injuries in accordance with standard occupational health and safety reporting practices and Loss Time Accident Frequency Rate, which measures when workplace injuries lead to missed work. The "Corporate Objectives" component reflects progress against key priorities, including value creation, go-to-market initiatives, and the continued advancement of the Company's overall strategic direction.
In 2025, under Company Performance, the Company achieved the performance objectives under the Safety and Corporate Objectives subcomponents. However, the Financial target was not achieved due to an EBITDA result below the performance threshold, resulting in a score of zero for the Financial subcomponent. The combination of these subcomponents resulted in an overall cumulative score of 28% for the STI scorecard before the addition of the Individual Performance portion.
Under the Individual Performance factor, participants are evaluated using a performance rating matrix that produces an individual performance score. In the case of the CEO, the MRCC evaluates performance and recommends the individual performance score for approval by the Board of Directors. In the case of the other NEOs, the CEO evaluates performance and determines each individual performance score. This score determines the applicable Individual Performance
subcomponent, which may range from 50% to 200%, and is applied as shown above in the STI calculation. However, individuals must satisfy a minimum performance rating threshold to qualify for any payout under the STI program. All resulting incentive award payouts for senior executives, including the NEOs, are subject to approval by the Board of Directors.
(B) Long-Term Incentive Program ("LTI")
The LTI program is a cash-based program designed to reinforce the achievement of sustained business performance over a three-year period (each three-year period, a "Performance Period"). It seeks to reward the attainment of predetermined objectives that support the Company's longer-term strategic priorities, promote shareholder value creation, and align executive interests with the success of the organization.
LTI awards are granted on January 1, being the beginning of a particular Performance Period, and will vest at the end of the Performance Period, subject to performance achievements during the applicable Performance Period. At the end of the Performance Period, the Company will assess performance achievements in LTI awards based on two equally weighted metrics: Absolute Return on Invested Capital ("Absolute ROIC") (50%) and Relative Return on Invested Capital ("Relative ROIC") (50%), and determine the LTI payout as follows:
| Base Salary | X | LTI Target | X | Relative ROIC (50%) | + | Absolute ROIC (50%) |
|---|---|---|---|---|---|---|
Absolute ROIC is determined at the end of the Performance Period and is based on the Company's 3-year average annual return on invested capital over the Performance Period. Relative ROIC is also based on the Company's averaged performance over the Performance Period and is determined at the end of each calendar year in the applicable Performance Period, based on the Company's annual return on invested capital over each year in the Performance Period as compared to the annual return on invested capital of certain peers of the Company for that same year, as determined annually by the MRCC. Although annual Relative ROIC performance is assessed each year, the final performance score for this metric is not determined until the end of the Performance Period, at which time the annual results achieved during the Performance Period are averaged to arrive at the final Relative ROIC score. As such, the final payout in respect of any given LTI award is determined at the end of the Performance Period, with no partial vesting during the Performance Period and may range from 0% to 300% of the NEO's LTI target, depending on the level of performance achieved relative to established goals.
For 2025, the peer group for purposes of determining the Relative ROIC was comprised of: Interfor Corp., Mercer International Inc., Potlatch Deltic Corp., West Fraser Timber Co. Ltd. and Western Forest Products. The peer group was selected based on companies in similar industry and of comparable size to the Company, as measured by revenue, market capitalization, total assets, and levels of capital reinvestment.
(C) Discretionary Awards
The MRCC also has the ability to grant discretionary cash awards, on the recommendation of the CEO, to individuals as it determines to be appropriate, including in respect of superior or exceptional performance during the year or for retention purposes in view of the relevant individual's unique skill set and experience in order to incentivize and secure the continued service of key executives to remain with the Company to maintain operational stability.
In April 2025, the MRCC approved discretionary special awards for Ms. Yurkovich and Ms. Player and for Mr. Mackie, Mr. Elliott, and Mr. Pankratz in view of the transition from the prior Exec-STIP to the new EIP with revised performance measures and target levels. The MRCC determined to grant such special awards for 2025 and 2026 to help ensure continuity and alignment of the senior executive team during this period. These awards are applicable to fiscal years 2025 and 2026 and are set at 100% of each NEO's base salary as of the beginning of the applicable fiscal year.
For fiscal year 2025, the following special awards were paid to Ms. Yurkovich ($950,000) and Ms. Player ($525,000) and to Mr. Mackie ($700,000), Mr. Elliott ($700,000), and Mr. Pankratz ($550,000).
Employee Share Purchase Plan
The Company has an employee share purchase plan (the "Employee Purchase Plan") for employees of the Company's wholly owned subsidiary, Canadian Forest Products Ltd. ("CFP"), including the NEOs. The Employee Purchase Plan was approved by the shareholders of the Company by special resolution on April 20, 1999. The Employee Purchase Plan is an employee profit sharing plan in accordance with section 144 of the Income Tax Act (Canada).
The purpose of the Employee Purchase Plan is to develop an interest by the employees of CFP in the growth and development of the Company by providing them with the opportunity to participate in the ownership of the Company through the purchase
18
of its outstanding Common Shares. All regular employees of CFP are eligible to participate in the Employee Purchase Plan upon completion of one year of employment with CFP. Enrolment in the Employee Purchase Plan is voluntary. Each participating employee is entitled to contribute as a basic contribution a minimum of 1% and a maximum of 5% of his or her basic wages or salary to the Employee Purchase Plan and may make a supplementary contribution of up to an additional 5% of such wages or salary.
All Common Shares purchased under the Employee Purchase Plan are outstanding shares purchased in the market or by private purchase by the trustee appointed from time to time for the Employee Purchase Plan (the "Trustee"). No Common Shares will be issued from treasury under the Employee Purchase Plan. All cash dividends received by the Trustee in respect of Common Shares held in the Employee Purchase Plan will be reinvested by the Trustee in additional Common Shares.
Management Resources and Compensation Committee
Mandate
The Board of Directors has the final authority to approve the recommendations of the MRCC regarding the compensation of the executives of the Company. The mandate of the MRCC consists of submitting for approval to the Board of Directors its recommendations of the compensation levels for senior executives including the NEOs.
Other responsibilities of the MRCC's mandate include the nomination of the executive officers upon recommendation of the CEO, reviewing the performance assessment of the senior executives, monitoring succession planning and retaining consulting services of outside experts to advise on executive compensation matters.
The MRCC monitors and assesses the performance of the NEOs and determines compensation levels on an annual basis. In its assessment of the annual compensation of the NEOs, the MRCC takes into consideration the median compensation paid by other Canadian companies of comparable size and the absolute and relative performance of the Company relative to such other companies. In addition, the MRCC takes into account other relevant factors such as pension and benefits costs. For more information on the MRCC, see "Board Committees – Management Resources and Compensation Committee" below.
Composition
All members of the MRCC as at the date of this Information Circular have had experience in compensation matters either as members of compensation committees of other public companies and/or from having served as senior executives with significant responsibility for or involvement in compensation matters, including as follows:
- Mr. Ross was previously Chair of the compensation committees of Rogers Sugar Inc. and Lantic Inc.;
- Mr. Barrington-Foote, the Chair of the MRCC, is the President of The Jim Pattison Group which runs a diversified group of companies, through which Mr. Barrington-Foote has obtained extensive and varied experience in addressing compensation matters in relation to companies within the group; and
- Mr. Stimpson was formerly President of Southern Pine and as such obtained experience in addressing compensation matters.
- Ms. Yaremko was appointed to the MRCC following the completion of the Arrangement on March 17, 2026 to fill the vacancy created by the resignation of Mr. Mayr from such committee as a result of such committee ceasing to be a joint committee. Ms. Yaremko is currently the Chief Financial Officer of GCT and was previously the Chief Financial Officer and Executive Vice-President, Finance, Technology and Supply Chain at British Columbia Hydro and Power Authority and Chief Financial Officer for BC Railway Company and as such obtained experience in addressing compensation matters.
Compensation Governance
These Committees review the Company's compensation policies and practices to ensure that they do not encourage any NEO or other members of senior management to take inappropriate or excessive risks or otherwise give rise to risks that would reasonably be likely to have a material adverse effect on the Company.
No Director of the Company or member of senior management, including any Named Executive Officer, is permitted to purchase financial instruments for hedging purposes related to compensation, including to offset decreases in the market value of the Company's securities.
During the 2025 financial year, the MRCC held in camera sessions without members of management present at which the MRCC discussed, among other things, the compensation of the President and CEO and the other NEOs.
The following table summarizes the respective roles of the MRCC and management with regards to compensation decisions:
| Compensation Decisions | MRCC | Management |
|---|---|---|
| Philosophy and policy | Work with management to develop compensation philosophy, principles and programs. Review, approve and adopt the compensation philosophy, principles and programs. | Develop, recommend and implement compensation philosophy, principles and programs. Monitor actual practice to ensure consistency with compensation philosophy, principles and programs. |
| Performance-based plan design (Executive Incentive Program) | Review, approve and adopt plan objectives, plan type, eligibility and other provisions such as change of control, death, disability, termination with/without cause, resignation, etc. | Work with MRCC to develop performance-based plan design. Implement performance-based plan design. |
| Performance targets | Review, approve and adopt the Company's performance targets. Receive and review business unit performance targets. | CEO recommends the Company's performance targets for Board approval. CEO cross-calibrates and approves business unit performance targets. |
| Performance evaluations | Conduct CEO performance assessment. Receive performance evaluation information for succession planning purposes. | Conduct performance evaluations for direct reports and inform the MRCC for succession planning purposes. |
| Individual salary increases and incentive awards | Approve base salary and performance-based compensation for NEOs. | CEO recommends base salary and performance-based compensation for the NEOs to the MRCC for approval. |
Outstanding Share-Based Awards, Option-Based Awards & Incentive Plan Awards
There were no share- or option-based awards outstanding on December 31, 2025 or value vested or earned in respect thereof during the financial year ended December 31, 2025. All non-equity incentive plan compensation awards and the value of such awards earned during the fiscal year ended December 31, 2025 for each NEO are set out in the Summary Compensation Table below. With respect to LTI awards granted to each of the NEOs in 2025 for a Performance Period ending December 31, 2027, the maximum amounts payable under such LTI awards range from $225\%$ to $600\%$ of base salary earnings, subject to the achievement of the applicable performance targets. See "Executive Compensation - Compensation Discussion and Analysis - Elements of Compensation - Performance-Based Awards - Executive Incentive Plan ("EIP")" above for more information.
Securities Authorized for Issuance Under Equity Compensation Plans
There are no compensation plans of the Company under which equity securities of the Company are authorized for issuance and the Company has no securities to be issued upon exercise of outstanding options, warrants and rights as of December 31, 2025. The Company does not currently plan to grant further stock options and has not granted options since 2002. Accordingly, option grants are not considered as part of the determination of compensation for the NEOs.
Share Trading Policy
The share trading policy of the Company provides that the NEOs shall trade in the Company's shares only within predetermined trading periods and shall not trade in the Company's shares if they are aware of undisclosed material
information. Executives are also instructed to obtain the approval of the Company before trading in the Company's securities in all circumstances.
Summary Compensation Table
The following table sets out all the compensation earned by the NEOs for services rendered in all capacities to the Company and its subsidiaries during the fiscal years ended December 31, 2025, 2024 and 2023:
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | SHARE-BASED AWARDS ($) | OPTION-BASED AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | PENSION VALUE ($) | ALL OTHER COMPENSATION ($)1,2,3 | TOTAL COMPENSATION ($) | |
|---|---|---|---|---|---|---|---|---|---|
| Annual Incentive Plans4,5 | Long-Term Incentive Plans6 | ||||||||
| Susan Yurkovich7 | 2025 | 946,538 | - | - | 693,500 | - | 123,694 | 990,256 | 2,753,988 |
| President and Chief | 2024 | 499,999 | - | - | 370,061 | - | 60,000 | 27,956 | 958,016 |
| Executive Officer | 2023 | 499,999 | - | - | 757,000 | - | 79,696 | 24,346 | 1,361,041 |
| Patrick Elliott | 2025 | 698,847 | - | - | 383,250 | - | 785,000 | 756,052 | 2,623,149 |
| Chief Financial Officer and Corporate Secretary | 2024 | 549,999 | - | - | 407,066 | - | 66,000 | 68,171 | 1,091,236 |
| 2023 | 550,000 | - | - | 749,430 | - | 275,000 | 58,213 | 1,632,643 | |
| Stephen Mackie | 2025 | 699,808 | - | - | 383,250 | - | 177,065 | 784,398 | 2,044,521 |
| Chief Operating Officer | 2024 | 590,769 | - | - | 437,905 | - | 174,097 | 99,763 | 1,302,534 |
| 2023 | 575,000 | - | - | 783,495 | - | 168,750 | 67,966 | 1,595,211 | |
| Kevin Pankratz | 2025 | 549,654 | - | - | 301,125 | - | 223,000 | 575,436 | 1,649,215 |
| Senior Vice President, Sales and Marketing | 2024 | 505,000 | - | - | 373,761 | - | 95,000 | 41,048 | 1,014,809 |
| 2023 | 505,000 | - | - | 611,656 | - | 153,000 | 37,944 | 1,307,600 | |
| Kathryn Player | 2025 | 524,614 | - | - | 287,438 | - | 87,954 | 551,651 | 1,451,657 |
| Senior Vice President, People and Technology | 2024 | 475,002 | - | - | 351,557 | - | 82,000 | 27,169 | 935,728 |
| 2023 | 475,001 | - | - | 719,150 | - | 82,000 | 26,002 | 1,302,153 |
Notes:
1. The aggregate amount of compensation by way of perquisites or other personal benefits or property under this column paid to the Named Executive Officers does not exceed the lesser of $50,000 or 10% of the total annual salary for the applicable financial year. The Company's perquisite plan for senior officers includes, but is not limited to, automobile lease, financial and tax planning, home security and maintenance services, and club membership. The maximum annual amount available under the perquisite plan to the CEO is $45,000 and to the CFO, the COO, and the Senior Vice Presidents is $40,000.
2. For all Named Executive Officers, these amounts may also include flexible benefit cash allocations, medical and life insurance benefits and other items not included in the perquisite plan.
3. For 2025, these amounts also include a discretionary special award to each of Ms. Yurkovich ($950,000) and Ms. Player ($525,000) and to Mr. Mackie ($700,000), Mr. Elliott ($700,000), and Mr. Pankratz ($550,000). See "Executive Compensation - Compensation Discussion and Analysis - Elements of Compensation - Performance-Based Awards - Discretionary Awards" above.
4. For 2025, these amounts include amounts paid under the Company's STI program. Prior to 2025, these amounts include amounts paid under the Company's Exec-STIP. See "Executive Compensation - Compensation Discussion and Analysis - Elements of Compensation - Performance-Based Awards - Short Term Incentive Program" above for more information on the STI program and the Company's prior Exec-STIP program.
5. In 2025, the Company restated the annual incentive awards to reflect adjustments to performance metrics following a safety incident in 2024. As a result, all executives including the NEOs had their 2024 Exec-STIP awards revised, and all related overpayments were recovered from their respective 2025 STI program awards. The 2024 amounts have therefore been revised to account for such overpayments as follows: Ms. Yurkovich ($9,939), Mr. Elliott ($10,934), Mr. Mackie ($11,762), Mr. Pankratz ($10,039), and Ms. Player ($9,443).
6. While LTI awards have been granted to each of the NEOs for 2025, as they are not eligible for vesting and payout until the end of 2027, such awards have not been included in this table. To the extent any such amount is vested and payable under the applicable LTI award following the relevant Performance Period, the relevant amount would be included in the compensation earned by the applicable NEO for the year 2027. See "Executive Compensation - Compensation Discussion and Analysis - Elements of Compensation - Performance-Based Awards - Executive Incentive Plan ("EIP")" and "Outstanding Share-Based Awards, Option-Based Awards & Incentive Plan Awards" above for more information.
7. Ms. Yurkovich was appointed a Director, President and Chief Executive Officer of the Company effective January 1, 2025 and, as a Director who is also a member of management of the Company, Ms. Yurkovich does not receive Director's or committee fees. Prior to January 1, 2025, Ms. Yurkovich was Senior Vice President, Global Business Development.
PERFORMANCE GRAPH
The following graph compares the total cumulative shareholder return for $100 assuming investment in Common Shares of the Company on December 31, 2020 with the cumulative total shareholder return of the S&P/TSX Composite Index and
S&P/TSX Composite Index - Paper & Forest Products (Industry) for the five most recently completed financial years.
Performance Graph
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|---|
| Canfor Corp.Common Shares | 100 | 140 | 93 | 78 | 66 | 51 |
| S&P/TSX Composite Index | 100 | 125 | 118 | 132 | 160 | 211 |
| S&P/TSX Composite Index - Paper & Forest Products (Industry) | 100 | 137 | 114 | 141 | 140 | 122 |
Note: Any Dividends declared on Common Shares are assumed to have been reinvested at the market price on their payment date, but the Company has not declared any dividends in respect of the time periods set out above.
In 2025, the Company's Common Shares were outperformed by the S&P/TSX Composite Index and the S&P/TSX Composite Index - Paper & Forest Products (Industry). Compensation of employees including the Named Executive Officers is linked to corporate performance as determined in respect of financial and non-financial performance measures under the EIP. In 2022, 2023 and 2024, under the Exec-STIP, the Company's corporate performance was assessed by financial and non-financial performance measures (see "Executive Compensation - Compensation Discussion and Analysis - Elements of Compensation - Performance-Based Awards"). For more information on the Exec-STIP, see the Company's Information Circular dated March 20, 2025, which can be found on the Company's profile on SEDAR+ at www.sedarplus.ca, under "Executive Compensation - Compensation Discussion and Analysis - Elements of Compensation - Performance-Based Awards - Exec-STIP" which is incorporated by reference herein.
Pension Plan Benefits
Defined Benefit Plan
The Company's accrued pension liability is calculated following the method prescribed by the Canadian Institute of Actuaries and is based on management's best estimate of future events that affect pension liabilities, including assumptions about future salary adjustments and incentives. Changes in accrued pension liabilities for the Named Executive Officers are summarized in the following table. The Company's defined benefit ("Defined Benefit") pension plan was closed to new participants effective December 31, 2005.
Two of the Company's Named Executive Officers participate in the Canadian Defined Benefit pension plans. These plans provide retirement benefits based primarily on (i) highest average pensionable earnings which includes regular salary over five years; and (ii) years of credited service.
The estimated annual benefits payable upon retirement to the Named Executive Officers under the Company's defined benefit pension plans are in accordance with the following table:
| NAME AND POSITION | Number of years credited service (#) | ANNUAL BENEFITS PAYABLE ($) | Opening present value of defined benefit obligation ($)3 | Compensatory change ($)4 | Non-compensatory change ($)5 | Closing present value of defined benefit obligation ($)6 | |
|---|---|---|---|---|---|---|---|
| At year end1 | At age 652 | ||||||
| Patrick Elliott | |||||||
| Chief Financial Officer | |||||||
| and Corporate Secretary | 23.58 | $258,800 | $380,000 | $2,826,000 | $785,000 | ($8,000) | $3,603,000 |
| Kevin Pankratz | |||||||
| Senior Vice President, | |||||||
| Sales and Marketing | 19.59 | $193,600 | $246,000 | $2,367,000 | $223,000 | ($13,000) | $2,577,000 |
Notes:
1. Annual lifetime benefit accrued as of December 31, 2025 based on credited service and actual pensionable earnings on December 31, 2025.
2. Annual lifetime benefit payable at age 65 based on credited service projected to age 65 and actual pensionable earnings on December 31, 2025.
3. As of the plan measurement date at the end of the prior year (December 31, 2024), using assumptions as of December 31, 2024 selected by the Company for the 2024 year-end disclosures under international accounting standards.
4. The compensatory change includes the service cost, plus the impact of actual 2025 pensionable earnings that differ from the estimated earnings.
5. The non-compensatory change includes interest on the obligation, changes in assumptions and employee contributions to the flexible pension option.
6. As of the plan measurement date at the end of the year (December 31, 2025), using assumptions as of December 31, 2025 selected by the Company for the 2025 year-end disclosures under international accounting standards.
Defined Contribution Plan
The Company provides defined contribution pension benefits to three of its Named Executive Officers. The Company contributes up to a maximum amount of 12% of pensionable earnings.
Compensatory amounts consist of the Company's pension contribution, interest credited on deferred balances at the average rate of return of the two balanced funds in the defined contribution plan fund line-up or the money market fund, whichever is greater and unused perquisite amounts for the year. Non-compensatory amounts include the Named Executive Officer's contributions and investment earnings or losses for the year.
The Board, upon recommendation from the MRCC, agreed to a special pension arrangement for Mr. Mackie. Under this arrangement, he receives an additional 3% special ongoing contribution on his pensionable earnings annually. These pensionable earnings include 75% of his annual STI payment, capped at 100% of his base salary. Prior to 2025, such earnings included 75% of his annual Exec-STIP payment. The additional 3% contributions are payable only in the event of a voluntary termination of employment from the Company on or after reaching the age of 55 or in the event of an involuntary termination without cause.
Information on the Company's contributions and accumulated value for Ms. Yurkovich, Mr. Mackie, and Ms. Player as members of the defined contribution plan is as follows:
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| NAME AND POSITION | Accumulated Value at Start of Year ($) | Compensatory ($) | Non-Compensatory ($) | Accumulated Value at Year End ($)¹ |
|---|---|---|---|---|
| Susan Yurkovich | ||||
| President and Chief Executive Officer | $226,631 | $123,694 | $75,433 | $425,759 |
| Stephen Mackie | ||||
| Chief Operating Officer | $3,800,348 | $177,065 | $698,067 | $4,675,480 |
| Kathryn Player | ||||
| Senior Vice President, People and Technology | $827,741 | $87,954 | $145,722 | $1,061,417 |
Note:
1. With respect to Mr. Mackie, includes all special ongoing contributions plus associated interest.
Directors' Share Ownership Expectations
The Board is currently reviewing its shareholding expectations for each of its Directors, other than Directors who are members of management of the Company. Currently, each Director is expected to own 10,000 Common Shares of the Company or an equivalent number of Common Shares based on the annual Director's fees that each Director is entitled to receive, and the Directors have a period of three years in which to comply with these ownership expectations. These expectations may be waived or deferred by the Board from time to time as it may determine to be appropriate.
Directors' Compensation Summary for 2025
The Board is currently reviewing its annual Director compensation for the Board and Committees.
The following table summarizes the amount of Directors' fees payable to Directors for the fiscal year ending December 31, 2025 (as discussed under "Director Compensation - Compensation of Directors/Attendance Fees" above).
| Name | Board Retainer $ | Board Chair Retainer $ | Committee Chair Retainer $ | All Other Compensation $ | Total Payable (1) $ |
|---|---|---|---|---|---|
| John R. Baird | 120,000 | 130,000 | N/A | N/A | 250,000 |
| Ryan Barrington-Foote (2) | 120,000 | - | 10,000 | 25,000 (3) | 155,000 |
| Glen D. Clark (4) | 10,000 | N/A | N/A | N/A | 10,000 |
| Dieter Jentsch | 120,000 | N/A | N/A | N/A | 120,000 |
| Cheryl Yaremko (3)(5) | 74,177 | N/A | 12,362 | N/A | 86,541 |
| Conrad A. Pinette (4) | 42,528 | N/A | N/A | N/A | 42,528 |
| Dallas H. Ross | 120,000 | N/A | 5,000 | 30,000 (3) | 155,000 |
| Ross S. Smith (4) | 42,528 | N/A | 7,087 | N/A | 49,616 |
| William Stinson (4) | 42,528 | N/A | 1,770 | N/A | 44,300 |
| Dianne L. Watts | 120,000 | N/A | 9,725 | N/A | 129,725 |
| Frederick T. Stimpson | 120,000 | N/A | N/A | $145,371 (6) | 276,553 |
| Sandra Stuart | 120,000 | N/A | 3,090 | N/A | 123,090 |
| Santhe Dahl | 120,000 | N/A | N/A | 355,608 (7) | 475,608 |
| Susan Yurkovich (8) | NIL | NIL | NIL | NIL | NIL |
- Before deduction of applicable taxes. To the extent applicable, includes any fees payable in respect of any additional Board committees that are struck as may be necessary from time to time, on an ad hoc basis.
- All Director's and committee fees payable to Mr. Barrington-Foote were paid to GPCC (see "Management Agreement" below).
- A special committee of the Board comprised of Mr. Ross (as Chair), Mr. Barrington-Foote and Mr. Smith, being Directors who were not also directors of Canfor Pulp, was initially established on October 25, 2024 in respect of the initial non-binding proposal by the Company to acquire all of the shares of Canfor Pulp that it did not already own. In connection with the mandate of such initial special committee, in 2025, Mr. Ross, as Chair of such special committee, received a retainer of $30,000 and Mr. Barrington-Foote and Mr. Smith as the other members of such special committee received a retainer of $25,000, each. In 2025, a special committee of the Board comprised of Mr. Ross (as Chair), Mr. Barrington-Foote and Ms. Yaremko, being Directors who were not also directors of Canfor Pulp, was established in respect of the Arrangement.
- Mr. Clark was only eligible to receive Directors' and committee fees prior to ceasing to be a Director effective February 10, 2025 and each of Messrs. Pinette, Smith and Stinson were only eligible to received Directors' and committee fees prior to ceasing to be Directors effective as of May 8, 2025.
- Ms. Yaremko became a Director effective as of May 8, 2025 and was therefore entitled to Director's and committee fees as and from that date in respect of 2025.
- Mr. Stimpson receives consulting fees pursuant to his consulting agreement with Canfor Southern Pine Inc. in exchange for providing services relating to management advisory support, relationship management, and the provision of other guidance and strategic advice. The amount reported above is in Canadian dollars and based on an exchange rate of CAD$1.3978 = US$1.00.
- Includes Mr. Dahl's salary, pension, social costs and other perquisites that he receives from Vida. The amount reported above is in Canadian dollars and based on an exchange rate of SEK1.00 = CAD$0.1427.
- Ms. Yurkovich, as a Director and member of management of the Company, does not receive Director's or committee fees.
Prior to the acquisition by the Company on March 17, 2026 of all of the issued and outstanding shares of Canfor Pulp that it did not already own pursuant to the Arrangement, each of the standing committees of the Board (other than the Audit Committee) were joint committees as noted above. Following completion of the Arrangement, such committees ceased to be joint committees and ceased to have as members any individuals who were directors of Canfor Pulp and who were not also directors of the Company.
Indebtedness of Directors, Executive Officers and Senior Officers
During the most recently completed financial year and as at the date of this Information Circular, other than as set forth herein, there was no indebtedness, other than routine indebtedness, outstanding to the Company or any of its subsidiaries, or to another entity of which indebtedness the Company or any of its subsidiaries has provided a guarantee, support agreement, letter of credit or other similar arrangement or understanding, owed by any current and/or former officers, Directors and employees of the Company and its subsidiaries. The Company provided a non-interest-bearing loan in 2019 to one of its Named Executive Officers, for home relocation purposes in the aggregate principal amount of $500,000. This loan is to be forgiven over eight annual instalments, and the balance (if any) repayable on demand on the cessation of his employment for any reason.
Management Agreement
The Company is a party to a services agreement with Great Pacific Capital Corp. ("GPCC"), a company wholly owned by James Pattison, the largest shareholder of the Company. Pursuant to this agreement, GPCC provides to the Company, on its request, the services of certain of its senior officers, the use by Company personnel of certain premises and other assets of GPCC and its affiliates and administrative assistance and advisory support in respect of various corporate functions. In the year ended December 31, 2025, these services were provided at market rates for a total of $1,070,265¹. In addition to the services provided under the services agreement, the Company arranges for certain other lease and insurance services through other companies owned by The Jim Pattison Group, all of which are wholly owned by Mr. Pattison.
All Director's retainers and committee fees for senior officers of GPCC or its affiliates in The Jim Pattison Group acting as Directors of the Company are paid to GPCC, not the individual Directors.
Interest of Informed Persons in Material Transactions
Except as otherwise provided herein and as disclosed under "The Arrangement – Interests of Certain Persons in the Arrangement" and "The Arrangement – Required Shareholder Approval of the Arrangement" of the information circular of Canfor Pulp dated January 28, 2026, a copy of which is available on SEDAR+ at www.sedarplus.ca and which sections are incorporated by reference herein, to the knowledge of the Company, no informed person of the Company, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any transaction since January 1, 2025 or in any proposed transaction which, in either case, has materially affected or would materially affect the Company or any of its subsidiaries.
Corporate Governance
Introduction
National Instrument 58-101 "Disclosure of Corporate Governance Practices" ("N1 58-101") requires public companies to disclose annually their corporate governance practices, including the constitution and independence of their board of directors, their mandates, roles, responsibilities and membership, and various items dealing with effective corporate governance. The following disclosure describes the Company's current corporate governance practices.
Board Responsibilities
Under a set of Governance Principles and a Code of Conduct adopted by the Board, the Board has explicitly acknowledged its responsibility for the stewardship of the Company, including the supervision of the management of its affairs and business. The basic objective of the Board is to ensure that shareholder value is preserved and maximized over the longer term and that the highest ethical standards are maintained throughout the Company's operations. In pursuing this objective, consideration is given to the interests of other stakeholders and to balancing gain against risk in order to ensure the financial viability of the business of the Company. Under the Governance Principles and the Code of Conduct, the Board (directly or through its committees) has expressly assumed responsibility in the areas listed below, among others.
Culture of Integrity
The Board has assumed responsibility for satisfying itself, to the extent practical, as to the integrity of the CEO and the other executive officers of the Company and that those officers work to create a culture of integrity throughout the Company. The Governance Principles and Code of Conduct are designed to assist the Board in defining and maintaining appropriate standards of integrity throughout the organization (see also "Ethical Business Conduct" below).
Strategic Planning
The Board participates in the strategic planning process by reviewing, evaluating and providing input to management's strategic plan. The Board generally sets aside at least one meeting per year to review and comment on management's strategic plan and receives an update on progress quarterly. This allows the Directors to gain a better appreciation of management's strategic planning priorities, and provide comments and input regularly.
Risk Management
Risk management is a primary responsibility of the CEO and includes the identification and management of the principal risks of the Company's business. Regular reports on risk issues are made to the Audit Committee and management conducts an annual corporate risk assessment. In its deliberations, the Board considers the principal risks of the Company's business and satisfies itself that management has systems in place to manage those risks. In order to facilitate the management of the Company's business risks, the Board has adopted an enterprise risk management policy which sets out the responsibilities, reporting and accountability associated with all risk management activities. These risks are prioritized relative to their likelihood of occurrence and impact on the organization, with monitoring of information provided to those charged with governance to facilitate decision-making. See "Executive Compensation - Compensation Discussion and Analysis - Compensation Governance" above for a discussion on risk as it relates to compensation issues.
Succession
The MRCC reviews succession planning for the CEO and other key senior executives as well as personal development plans for senior management. The MRCC is provided with regular updates on the succession and development programs from the CEO and reports to the Board on succession planning matters.
Communication Policy and Disclosure Control
The Company has adopted a Corporate Disclosure Policy covering timely dissemination of material information. The policy establishes guidelines relating to how material/sensitive company information is disclosed, responsibilities of officers, avoidance of selective disclosure and blackout periods. The Company also communicates through the dissemination of continuous disclosure materials such as annual and quarterly reports, news releases and the Annual Information Form. The Company maintains and regularly updates its website and conducts briefing sessions and group meetings.
Integrity of Internal and Financial Disclosure Controls
The Board directly and through the Audit Committee reviews and assesses the adequacy and integrity of the Company's internal controls and management and information systems, as well as its disclosure controls and procedures to ensure that financial information for public disclosure is properly recorded, processed, summarized and reported to the Board and the Audit Committee. In addition, through the use of the Company's internal auditors, the Board monitors and assesses internal control mechanisms and functions. The Company has established a Disclosure Committee comprised of senior managers of the Company. The Disclosure Committee reviews and assesses the financial disclosure of the Company and the internal controls and procedures for ensuring that accurate information is being processed. The Disclosure Committee reports its findings to the CEO, CFO and the Audit Committee. The Audit Committee regularly meets with the internal auditor, external auditor and management to review the effectiveness of such controls.
The Board of Directors
Independence
The Board is currently composed of ten Directors, a majority of whom are independent, as defined in NI 58-101. The Chairman of the Company does not exercise any management functions. No current independent Director has entered into any contracts with the Company, received remuneration from the Company in excess of Director's compensation or worked for the Company in the last five years. The Board has provided a means whereby individual Directors may engage outside advisors at the expense of the Company in appropriate circumstances. No advisors on behalf of individual Directors were engaged in 2025.
Of the ten individuals proposed as nominees for election as Directors at the Meeting, all are independent as defined in NI 58-101, other than as otherwise set forth in this Information Circular. Ms. Yurkovich is not independent due to her position as the CEO of the Company. Mr. Barrington-Foote is not independent due to his current position as employee, director or officer of one or more companies owned by James Pattison, the largest shareholder of the Company (see "Voting Shares and Principal Holders Thereof" above). Except for Mr. Barrington-Foote's positions with companies owned by Mr. Pattison, Mr. Barrington-Foote is not considered by the Board to have any material relationship which would reasonably be expected to interfere with
26
the exercise of his independent judgment as Director. This assessment was undertaken by both the Governance and Nominating Committee (as defined below) and the Board with Mr. Barrington-Foote abstaining from any decision by the Board. Mr. Johansson is not independent as he is the Vice Chair of Vida, a 77% owned subsidiary of the Company and prior to March 2026, was an executive officer of the Company and held the office of President of Canfor Europe.
Other Directorships
The names of other reporting issuers in respect of which each nominee presently serves as a Director are set out under the "Nominees for Election as Directors" section of this Information Circular.
The Governance and Nominating Committee (see "Board Committees – Governance and Nominating Committee" below) reviews whether the presence of Directors with common outside directorships affects the independence, decision making or functioning of the Board. The Governance and Nominating Committee also considers these relationships in its assessment of the effectiveness of the Board and overall board composition, as well as the impact of Director's memberships on other public company boards generally.
In 2021, the Board implemented a policy pursuant to which, at any given time, a Director shall not be on the board of directors of more than a total of five public companies, including the Company, and without taking into account any directorships of Canfor Pulp. As at the date hereof, each of the Directors is in compliance with the requirements in respect of board memberships under such policy.
Board Meetings
The independent Directors and those Directors who are not members of management, as part of each Board meeting, hold in-camera sessions without the presence of the President and CEO and other members of management to discuss issues relating to management and governance of the Company generally. The Board held seven such meetings with such in-camera sessions in 2025. The Chairman of the Board meets annually with the President and CEO and Chair of the Governance and Nominating Committee to discuss the relationship between management and the Board and reports the results of these discussions to the Board.
Attendance Record
The attendance record of each Director nominated for re-election for Board meetings and committee meetings is disclosed under the "Nominees for Election as Directors" section of this Information Circular. In 2021, the Board implemented a policy pursuant to which each Director must attend, overall, at least 75% of all Board and Committee meetings of which he/she is a member unless such non-attendance is for health reasons. As at the date hereof, each of the Directors is in compliance with the requirements in respect of meeting attendance under such policy.
Chairman
Mr. Baird was appointed Chairman of the Board on April 29, 2021. As discussed under "The Board of Directors – Independence" above, Mr. Baird is considered to be an independent Director. As Chairman, Mr. Baird is responsible for ensuring the effective functioning of the Board, independent of management, and in a manner consistent with the Governance Principles and Code of Conduct, as described under "Ethical Business Conduct – Code of Conduct" below. A written position description of the Chair of the Board is available on the Company's website at canfor.com/company/leadership.
Board Mandate
The Board has adopted a written board mandate pursuant to the Governance Manual, which defines the Board's roles and responsibilities. The Governance Manual is on the Company's website at canfor.com/company/leadership.
Position Descriptions
The Board has adopted position descriptions for the Chair of the Board, the Chair of each Board Committee and for the CEO, each of which is available on the Company's website at canfor.com/company/leadership.
Orientation And Continuing Education
Programs for the orientation of new Directors and the ongoing education of existing Directors are the responsibility of the Governance and Nominating Committee and the Chairman of the Board oversees these programs. New Directors are provided with a Directors Orientation Manual containing details of the Company's organizational structure, terms of reference for the Board and Committees, the Company's Annual Information Form and other relevant materials. Visits to various operations sites of the Company, along with briefings with management (including NEOs and department level management) for various parts of the business, are organized for members. The Board receives updates and other information from management relating to changes in law or other matters relevant to the Board.
Ethical Business Conduct
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Code of Conduct
As noted above, the Board has adopted a set of Governance Principles and a Code of Conduct. The Governance Principles deal with issues such as the role of the Board and management, functions of the Board, qualifications of Directors, independence and other eligibility requirements of Directors, ethics and conflicts of interest. The Code of Conduct defines the standards and values which the Company expects all of its employees to follow in their dealings with stakeholders and is consistent with the Company's corporate values of integrity, trust, openness and respect for people. The Code of Conduct and Governance Principles are available on the Company's website at canfor.com and a copy may be obtained from the Corporate Secretary of the Company.
The CEO of the Company reports to the Governance and Nominating Committee (as defined below) on her efforts to monitor and promote a culture of integrity consistent with the Code of Conduct which includes meetings and discussions with senior managers and other stakeholders of the Company. A further description of the roles and responsibilities of the Governance and Nominating Committee is set out under the section "Board Committees" below.
On an annual basis, each Director is required to disclose and the Board reviews all of the Directors' personal or business relationships with the Company in order to allow the Board to determine whether such relationships could reasonably be expected to interfere with the Director's independent judgment, and his or her positions on the Board or any of the Company's committees. If a conflict of interest arises between the Director and the Company, that Director would not participate in the relevant decision.
Nomination Of Directors
The responsibility for the identification of new candidates for Board nomination resides with the Company's Governance and Nominating Committee.
The Company has adopted a majority voting policy guideline which stipulates that if any nominee director receives a majority "withhold" vote at a shareholders meeting, the Board will accept the resignation of such director unless the Governance and Nominating Committee determines that there are extraordinary circumstances that should delay the resignation.
The Governance and Nominating Committee canvasses Board members for their suggestions and receives consulting support regarding potential appointees to the Board and identifies and, as needed, recommends annually to the Board, for its consideration, a short list of proposed nominees for election to the Board. In considering the candidates on the list and in view of the Company's Board Renewal Policy and Diversity Policy (each as defined below), the Governance and Nominating Committee considers individual backgrounds, skills and expertise, geographic representation, diversity (both in terms of gender, and beyond) and the requirements of the Board in terms of skills and experience. (see "Nominees for Election as Directors", "Board Committees - Governance and Nominating Committee" and "Board/Committee Assessments of Effectiveness and Renewal" herein).
As at the date hereof, the Governance and Nominating Committee is composed of three members, two of whom are independent. A further description of the responsibility, power and operations of the Governance and Nominating Committee is set out under the section entitled "Board Committees" below.
Compensation
The process for the determination of the compensation of the Company's Directors and senior officers is overseen by the MRCC. The MRCC annually reviews Directors' and senior officers' compensation, with the assistance of its outside independent consultants, as required, to amend compensation as required to reflect adequate compensation aligned with shareholder interests. The Company is currently reviewing compensation of the Company's Directors.
As at the date hereof, the MRCC is composed of four members, half of whom are independent. A description of the responsibilities, powers and operations of the MRCC is set out under the section of this Information Circular entitled "Board Committees" below.
Board Committees
Following the acquisition by the Company on March 17, 2026 of all of the issued and outstanding shares of Canfor Pulp that it did not already own pursuant to the Arrangement, each of the standing committees of the Board, other than the Audit Committee, ceased to be joint committees and ceased to have as members any individual who, immediately prior to the completion of the Arrangement, was a director of Canfor Pulp and who was not also a director of the Company. The mandates of these committees will not change as a result of the closing of the Arrangement other than any changes necessary to reflect that fact that they have ceased to be joint.
Any matters involving actual or perceived conflicts of interest will be addressed in accordance with the Company's Governance Manual and referred to the appropriate committee of the Company's board, as applicable.
Audit Committee
The overall purpose of the Audit Committee is to oversee the Company's financial reporting process and to review with the
Company's external auditors the Company's audited financial statements that are to be submitted to its annual general meeting. The Audit Committee also reviews with management and the external auditors of the Company the impact of significant risks, potential liabilities and uncertainties which may affect the Company, any financial statements that are to be included in a prospectus or take-over bid circular of the Company as required by securities law, as well as certain interim unaudited financial statements and all public disclosure documents containing audited or unaudited earnings information before their release to the public, and reports the results of such reviews and any associated recommendations to the Company's Board. In addition, the Audit Committee makes recommendations to the Board regarding the appointment of independent external auditors, reviews the nature and scope of the annual audit plan presented by the Company's external auditors, and reviews with management the risks inherent in the Company's business and the management of such risks. The Audit Committee also reviews with both external and internal auditors and with management of the Company the adequacy of the internal accounting procedures and systems established by the Company and reviews the Company's annual financing plan, any proposed financings and the method by which the Company measures financial results and performance. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and may retain special legal, accounting or other experts in the performance of its duties. The Audit Committee has regular sessions with the internal auditor and the external auditors (both with and without management) to discuss issues as it deems appropriate and requires management to implement and maintain appropriate internal controls and reviews these controls regularly at Audit Committee meetings. The Audit Committee has implemented controls to pre-approve non-audit work performed by the external auditors.
The Audit Committee also has the responsibility to oversee the administration, financial reporting and investment activities of the Company's defined benefit pension plan. The Audit Committee also has an oversight role with regard to the Company's defined contribution plan and is responsible for reporting to the Board in respect of the actuarial soundness of the plans, the administration of the plans, investment policy, the performance of plan investments and compliance with governing legislation. Where contemplated by the Company's pension plan documents, the Audit Committee may appoint actuaries, auditors, trustees and investment counsel for each plan and seek to ensure that actuarial valuation studies are completed and contain such calculations, recommendations and information as required by applicable legislation or by the Company. The Audit Committee reviews and approves annually a statement of investment policies and procedures for each plan and may, from time to time, recommend to the Board changes to the plans and their administration. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and may retain special legal, accounting or other experts in the performance of its duties.
As at the date hereof, the Audit Committee is composed of three Directors of the Company: Ms. Yaremko (Chair), Mr. Jentsch and Mr. Ryan Barrington-Foote, all of whom are independent except for Mr. Barrington-Foote because he is an employee, director or officer of one or more companies wholly owned by James Pattison, the largest shareholder of the Company.
In its assessment of the composition of the Audit Committee, the Board determined that Mr. Barrington-Foote was an appropriate member for this committee on the bases that: except for his positions with Mr. Pattison's companies, he is not considered to otherwise have any material relationships which could reasonably be expected to interfere with the exercise of his independent judgment as a Director; and given his financial literacy and his active, day to day involvement in relevant financial matters and issues, his role on the Audit Committee in 2026 is required in the best interests of the Company.
This assessment of Mr. Barrington-Foote's inclusion on the Audit Committee was undertaken by both the Board and the Governance and Nominating Committee, with Mr. Barrington-Foote abstaining from any recommendations or decisions by those bodies.
For further information regarding the Company's Audit Committee, see the section of the Company's Annual Information Form dated March 5, 2026, entitled "Audit Committee Information", which section is incorporated by reference herein and which is available on SEDAR+ at sedarplus.ca. Upon request by a securityholder of the Company, the Company will promptly provide a copy of such Annual Information Form free of charge.
Governance and Nominating Committee (the "Governance and Nominating Committee")
The purpose of the Governance and Nominating Committee is to monitor the effectiveness and the governance of the Board.
In carrying out its mandate, the Governance and Nominating Committee, among other things, monitors corporate governance matters and advises the Chairs and the Boards on governance trends and practices and regulatory developments. It also keeps abreast emerging governance standards and recommends changes to the governance policies, including the Company's Code of Conduct, as appropriate.
The Governance and Nominating Committee conducts an annual assessment of the effectiveness of the Boards, their committees and individual directors. This review includes consideration of Board size, structure, composition, and the competencies, skills, experience, and attributes required to support the Company's strategic objectives. The Governance and Nominating Committee reports the results of the assessments to the Boards and recommends improvements where necessary.
The Governance and Nominating Committee also recommends to the Boards the size and composition of the Boards and their committees, including committee membership and terms of reference. It identifies and recommends qualified
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individuals for appointment, election, or re-election as directors, showing due regard for diversity, experience, expertise, independence, and the ability of nominees to devote sufficient time to their duties, in accordance with the Board Renewal Policy.
The Governance and Nominating Committee also oversees director orientation and continuing education, including the development of orientation programs and materials for new Directors and ongoing education for continuing directors. It also periodically reviews policies relating to director service. In addition, the Governance and Nominating Committee periodically assesses the relationship between the Board and senior management, including the relationship between the Chair and CEO, and reports its findings to the Board. The Governance and Nominating Committee reviews and resolves conflicts of interest involving directors and senior officers and oversees compliance with the Code of Conduct, including reviewing management's processes for monitoring compliance.
As of the date hereof, the Governance and Nominating Committee is composed of a majority of independent Directors, appointed by the Board. The Governance and Nominating Committee does not institute any special measures to ensure the objectivity of the committee's decisions, other than ensuring Mr. Stimpson abstain from any decisions relating to consideration of his independence, committee memberships or roles on the Board.
Management Resources and Compensation Committee
The Board of Directors has the final authority to approve the recommendations of the MRCC regarding the compensation of the executives of the Company. The mandate of the MRCC consists of submitting for approval to the Board of Directors its recommendations of the compensation levels for senior executives including the NEOs.
Other responsibilities of the mandate include the nomination of the executive officers upon recommendation of the CEO, reviewing the performance assessment of the senior executives, monitoring succession planning and retaining consulting services of outside experts to advise on executive compensation matters.
The MRCC monitors and assesses the performance of the NEOs and determines compensation levels on an annual basis. In its assessment of the annual compensation of the NEOs, the MRCC takes into consideration the median compensation paid by other Canadian companies of comparable size and complexity and the absolute and relative performance of the Company relative to such other companies. In addition, the MRCC takes into account other relevant factors such as pension and benefits costs.
The overall purpose of the MRCC is to oversee compensation policies approved by the Board and to make recommendations to the Board regarding executive compensation. The MRCC is responsible for ensuring that the Company has in place programs and policies to attract and retain high calibre executives and a process to provide for the orderly succession of management. The MRCC annually assesses the performance of the CEO, recommends for approval by the Board of that officer's compensation and benefits and approves the compensation for all other designated senior officers of the Company, its subsidiaries and affiliates. This is done after considering the recommendations of the CEO, all within the compensation policies, guidelines and pay and performance systems approved by the Board. The MRCC also reviews from time-to-time, as and when required, the Company's policies and programs in relation to pension and other benefits. In addition, the MRCC reviews from time-to-time with the CEO, policies on compensation for all employees. The MRCC has the authority to conduct any investigation appropriate to fulfilling its responsibilities and may retain special legal, accounting or other experts in the performance of its duties.
As at the date hereof, the MRCC is composed of four members, half of whom are independent. The non-independent members of the MRCC are Messrs. Barrington-Foote and Stimpson.
The MRCC has determined that it is not necessary to institute any special measures to ensure the objectivity of the committee's decisions, other than ensuring that Messrs. Barrington-Foote and Stimpson abstain from any decisions relating to consideration of their respective compensation, independence, committee memberships or roles on the Board or other matters where there may be a potential conflict of interest, particularly in view of the Board's determination that, except for his positions with Mr. Pattison's companies, Mr. Barrington-Foote is not considered to otherwise have any material relationships which could reasonably be expected to interfere with the exercise of his independent judgment as a Director.
Sustainability, Health and Safety Committee (the "Sustainability, Health and Safety Committee")
The Sustainability, Health and Safety Committee assists the Board in overseeing the Company's sustainability, environmental, health and safety strategies, policies and performance.
The Sustainability, Health and Safety Committee reviews and makes recommendations to the Board on sustainability frameworks, compliance with applicable environmental, health and safety laws and internal standards, and the identification and management of sustainability-related risks. It oversees management programs related to environmental protection, emergency preparedness, employee and public health, and workplace safety, and receives regular reports from management and external advisors. The Sustainability, Health and Safety Committee also reviews and approves the Company's responses to any sustainability issues and reviews and approves the Company's annual sustainability report.
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See "Climate Change and Sustainability" below.
As at the date hereof, the Sustainability, Health and Safety Committee is composed of four members, a majority of whom are independent. The non-independent member of the Sustainability, Health and Safety Committee is Mr. Dahl.
Capital Expenditure Committee (the "Capex Committee")
The overall purpose of the Capex Committee is to act on behalf of the Board in reviewing and making recommendations on expenditures for capital projects that are in excess of the management limit, but within the authority of the Capex Committee, as set by the Board from time to time. Prior to the closing of the Arrangement, the Capex Committee also had the authority to review capital projects proposed by Canfor Pulp. Subject to any change by the Board, the Capex Committee reviews and considers individual capital expenditures of $15 million or more. The Capex Committee has the authority to approve any capital expenditure between $15 million and $50 million. Any project approval in excess of $50 million is subject to the approval of the entire Board. In addition, the Capex Committee reviews any lesser capital expenditures referred to it by the Board or the CEO, subject to further approval requirements as stipulated by the Board, if any.
As at the date hereof, the Capex Committee is composed of four members, a majority of whom are independent. The non-independent member of the Capex Committee is Mr. Dahl.
Board/Committee Assessments of Effectiveness and Renewal
General
The Governance and Nominating Committee undertakes assessments of the size, composition and effectiveness of not only the Board's Committees, but also of the Board as a whole. The Governance and Nominating Committee's annual assessments include consideration of the key skills, experience and competencies (such as strategic experience and leadership, financial acumen, international experience and industry or relevant knowledge) for Board and Committee membership, as well as other relevant factors as determined to be appropriate from time to time, such as diversity, cross or interlocking directorships and directorship terms, and the impact of service as directors of other public companies.
The Board evaluates its performance through a formal annual and informal review process based on individual Director questionnaires or interviews. These questionnaires or interviews survey the effectiveness of the Board and its committees in respect of: Board organization and structure, Board culture, Board information and resources, strategy and plans, policies and procedures, shareholder and corporate communications, and ways to improve Board performance.
Once completed, the contents of these questionnaires and interviews are summarized and evaluated by the Governance and Nominating Committee and then discussed at a meeting of the entire Board, or by the Chairman interviewing each Director on Board effectiveness and reporting the results to the Board. This formal evaluation process is used not only to better assess the effectiveness and composition of the Board, including with respect to diversity, but also to engage Board members further in the business and emphasize the Company's strategic decision-making processes. The Governance and Nominating Committee also reviews attendance by individual members at Committee and Board meetings. The Governance and Nominating Committee consults with the Company's CEO regarding periodic assessments of the relationship between management and the Board, and after such reviews advises the Board of its findings.
At the Meeting, ten nominees will stand for election as Directors, 8 of whom are current Directors. The Company has implemented a policy whereby if a Director changes his/her principal occupation, they will offer their resignation as a Board member. The Board may accept or not accept the resignation.
Board Renewal
While the Governance and Nominating Committee believes the assessment processes described under "Board/Committee Assessments of Effectiveness and Renewal – General" above are an effective basis to achieve board renewal, the Governance and Nominating Committee is committed to continually reviewing and improving on its corporate governance practices. Accordingly, in March 2024, the Company adopted a board renewal policy (the "Board Renewal Policy") that seeks to balance orderly succession planning with the Board's objectives (including diversity, in view of the Company's Diversity Policy, and ensuring key skills, experience and competencies).
Under the Board Renewal Policy, effective January 1, 2025, a Director will not be eligible for re-election at the annual meeting of shareholders following his, her or their 75th birthday and will retire from the Board; provided, however, the Board can waive this requirement to help ensure orderly director transitions if: (a) a qualified replacement director has not been identified after a thorough search; or (b) if such retirement would result in a loss of a unique set of skills and/or experience and would therefore have a material impact on the Company. If the Board elects to waive the mandatory retirement requirement, the Board may request that a Director delay his, her or their retirement and serve an additional year or such other time as the Board determines to be reasonable in the circumstances. Pursuant to the Board Renewal Policy Mr. Stimpson will retire from the Board as at the date of the Meeting. The Company is grateful for Mr. Stimpson's dedicated service over many years.
As the Company recognizes that considerable Company and industry-specific knowledge is gained over a consistent tenure
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with the Board, the Company has not otherwise adopted specific term limits at this time. Further, the average terms of the current nominees for election as Directors is ten years or less.
Diversity
The Company believes that diverse perspectives enhance its organizational strength, problem solving ability and opportunity for innovation. Furthermore, the Company recognizes that diversity of skill and experience, including gender diversity, is a critical and valuable consideration in the assessment of the composition of its senior management team. The Company has therefore adopted a written diversity policy (the "Diversity Policy") promoting diversity within the Company and all of its subsidiaries, which encompasses its policy relating to the identification and nomination of women directors and senior executives. The Governance and Nominating Committee has the responsibility for the oversight and implementation of the Diversity Policy.
The Diversity Policy is intended to provide a framework for promoting diversity within the Company and its subsidiaries at both the Board and senior management levels, with matters relating to diversity and inclusion across broader employee population being addressed through the Company's other human resources and workplace policies and practices.
As part of its mandate, the Governance and Nominating Committee is responsible for overseeing, together with management, the progress of the Company's approach to diversity. The Company does not currently apply targets regarding the representation of women on the Board, as it does not believe that quotas or a formulaic approach to Board diversity issues will necessarily result in the identification or selection of the best candidates for Board positions. The Company rather believes that it will be more successful in the identification, nomination and appointment of the best candidates based on merit and the assessment of the suitability of a candidate for a particular role in light of the needs of the Company, the candidate's skills, background experience and knowledge, while taking into account the Company's diversity criteria as set out in the Diversity Policy. Over the past several years, since the Company's adoption of the Diversity Policy, the Company has continued, and will continue, to work towards increasing the number and percentage of women on the Board and the number and percentage of women in senior management positions with the Company and its major subsidiaries. As at the date hereof, there are four women on the Board, representing 40% of the Board. If all nominees proposed for election as set forth in this Information Circular are appointed to the Board at the Meeting, 40% of the Board will be women.
With respect to the workplace, the Company has established Employee Network Groups (ENGs) which expand opportunities for connection and belonging across the Company. Participation in existing ENGs increased over the past year, including the Black Impact Group (BIG) and Women Elevating Canfor (WeCAN), and Canfor Indigenous Relations Connection (CIRC).
In addition, the Company emphasizes the internal development of its employees for career advancement, which it believes contributes not only to the consistency of the Company's culture but also the development of industry specific knowledge as its employees gain seniority. The Company believes that one of the most effective ways to enhance diversity (both in terms of gender and beyond) is to increase the representation of under-represented groups in leadership roles by fostering this type of development for employees within the Company at earlier stages of their careers.
In terms of the Company's training practices, in North America, the Company's mandatory Respectful Workplace training is a key component in helping employees identify and address unconscious biases and learn how to deal with any instances of discrimination or bias. In 2025, the Company consolidated its Respectful Workplace training and Inclusion and Diversity Awareness training into a single, interactive e-learning course to ensure consistent messaging and broader accessibility. In 2025, 97% of North American salaried employees completed the training.
Climate Change and Sustainability
The Company reports on progress related to our sustainability strategy and targets in an annual Sustainability Report. The Company is actively monitoring the changing landscape of ESG reporting regulations and has voluntarily aligned disclosures with the Global Reporting Initiative, the recommendations from the Task Force on Climate-Related Financial Disclosures and with the standards of the Sustainability Accounting Standards Board.
The climate-related risks and opportunities of the Company's business are managed and assessed through overall Board oversight. See "Board Committees" above for more information.
In addition, to regulatory greenhouse gas ("GHG") reporting for applicable facilities, on a voluntary basis, the Company calculates its overall Scope 1, Scope 2 and Scope 3 GHG emissions for all of its facilities under operational control in Canada, the US and Sweden in accordance with the Greenhouse Gas Protocol developed by the World Business Council for Sustainable Development and World Resource Institute.
See also the Company's Annual Information Form ("AIF") and Management's Discussion and Analysis ("MD&A") for the fiscal year ended December 31, 2025. In particular, see the AIF section entitled "Sustainability" and the MD&A sections entitled "Risk and Uncertainties - Environmental Issues", "Risks and Uncertainties - Climate Change" and "Environmental, Social, and Governance ("ESG") Strategy, Reporting and Related Matters", which are incorporated by reference herein and available on SEDAR+ at sedarplus.ca. A copy of the 2025 Sustainability Report will be available at the Company's website at
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canfor.com.
Appointment of Auditor
On the recommendation of the Audit Committee, subject to confirmation at the Meeting, the Board has proposed that KPMG LLP ("KPMG"), Chartered Accountants of Vancouver, British Columbia, be appointed as auditors of the Company for the year ending December 31, 2026. The Company recommends that KPMG be reappointed.
The Audit Committee is satisfied that KPMG meets the relevant independence requirements and is free from conflicts of interest that could impair their objectivity in conducting the Company's audit. The resolution appointing auditors must be passed by a majority of the votes cast by the shareholders who vote in respect of that resolution at the Meeting.
Auditor Fees
KPMG is the current auditor of the Company. The aggregate fees billed by the Company's auditors for the last two fiscal years, were an aggregate of $6.0 million. These amounts were for audit, tax, financial and other verification audits. The increase in total external auditor fees from 2024 to 2025 is due to a $0.2 million increase in audit fees, $0.1 million increase in tax fees, offset by $0.1 million decrease in other fees.
| External Auditor Service Fees (000s) | 2025 | 2024 |
|---|---|---|
| Audit Fees (1) | $1,980 | $1,747 |
| Audit-Related Fees (2) | $120 | $114 |
| Tax Fees (3) | $468 | $412 |
| All Other Fees (4) | $542 | $665 |
| Total Fees (5) | $3,110 | $2,938 |
Notes:
- For the audit of the Company's annual financial statements and services normally provided by the principal auditor in connection with the Company's statutory and regulatory filings.
- For assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported in item (1), including accounting consultations and various agreed upon procedures.
- For tax compliance, tax consulting services, and tax planning services.
- Other fees primarily related to forest certification services and greenhouse gas emissions assurance.
- Included in the fees above is $0.6 million which was billed to the Company's subsidiary, Canfor Pulp ($0.6 million in 2024).
The Audit Committee has the responsibility to pre-approve any non-audit related services provided by the auditors of the Company exceeding $100,000 and the Chair of the Audit Committee has the authority to approve any such services exceeding $50,000 but not in excess of $100,000.
Additional Information
The Company's Annual Report, which contains the audited financial statements for the year ended December 31, 2025 and MD&A of Financial Condition and Results of Operations, which contain financial information relating to the Company, together with this Information Circular, any interim financial statements filed subsequent to the annual audited Financial Statements and related MD&As, and additional information regarding the Company, may be obtained from the Corporate Secretary of the Company and may be accessed on the Company's website canfor.com. Additional information relating to the Company is available on SEDAR+ at sedarplus.ca. To the extent any documents are incorporated by reference herein, the Company will promptly provide a copy upon request by a securityholder of the Company free of charge.
The contents and the sending of this Information Circular have been approved by the Board of Directors of the Company.
By Order of the Board of Directors
Patrick Elliott
Corporate
Secretary
Vancouver,
BC March 24,
2026