Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Canfor Pulp Products Inc. Proxy Solicitation & Information Statement 2026

Feb 4, 2026

46691_rns_2026-02-03_74e0a730-351f-4d97-aa67-5c75dcb1b9f4.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

CANFOR

101-161 East 4th Ave., Vancouver, British Columbia, V5T 1G4, Canada

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that a special meeting (the "Company Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") in the capital of CANFOR PULP PRODUCTS INC. (the "Company") will be held in a virtual-only format conducted via live audio webcast online on March 6, 2026 at 11:00 a.m. (Vancouver time) for the following purpose:

  1. pursuant to an interim order (the "Interim Order") of the Supreme Court of British Columbia (the "Court") dated January 28, 2026, as the same may be amended, modified or varied, for Shareholders to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix "A" of the accompanying management information circular (the "Circular"), approving a statutory plan of arrangement (the "Plan of Arrangement") involving the Company and Canfor Corporation, pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA") (the "Arrangement"), all as more particularly described in the Circular; and
  2. to transact such other business as may be brought before the Company Meeting or any adjournments or postponements thereof.

The board of directors of the Company recommends that Shareholders vote FOR the Arrangement Resolution.

Accompanying this Notice of Special Meeting of Shareholders (the "Notice") is the Circular. The record date for the determination of those Shareholders entitled to receive the Notice and to vote at the Company Meeting is the close of business on January 20, 2026 (the "Record Date").

The Company Meeting is currently scheduled to take place in a virtual-only format conducted via live audio webcast online at https://virtual-meetings.tsxtrust.com/1872. As such, registered holders of Common Shares ("Registered Shareholders") will not be able to attend the Company Meeting in person and the Company strongly encourages all Registered Shareholders who wish to attend and participate in the Company Meeting to carefully follow the procedures described in the accompanying Circular to ensure they can attend and participate in the Company Meeting virtually.

Shareholders who are unable to be present virtually at the Company Meeting must follow the instructions on the form of proxy or voting instruction form, as applicable. To be effective, completed forms of proxy must be received by the Company's registrar and transfer agent, TSX Trust Company ("TSX Trust"), (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, no later than 11:00 a.m. (Vancouver time) on March 4, 2026, or if the Company Meeting is postponed or adjourned, no later than two business days (excluding Saturdays, Sundays and statutory holidays in British Columbia) immediately preceding the time of the Company Meeting (as it may be adjourned or postponed from time to time).

Time is of the essence. It is recommended that you vote by internet, email or fax to ensure that your vote is received before the Company Meeting. To cast your vote by internet, email or fax please have your form of proxy in hand and carefully follow the instructions contained therein. Your internet, email or fax vote authorizes the named proxies to vote your Common Shares in the same manner as if you mark, sign and return your form of proxy. If you vote by internet, email or fax your vote must be received on or before 11:00 a.m. (Vancouver time) on March 4, 2026.

A Registered Shareholder has the right to appoint a person (who need not be a Shareholder) as its nominee to virtually attend and act for such Registered Shareholder and on his, her or its behalf at the Company Meeting other than the Management Representatives designated in the enclosed form of proxy (the "Appointee"). Such right may be exercised by the Registered Shareholder by inserting in the blank space provided for that purpose, the full name of the Appointee and striking out the names of the persons now designated, and delivering the completed


and executed form of proxy to the Company's transfer agent and registrar, TSX Trust, (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, no later than two business days (excluding Saturdays, Sundays and statutory holidays in British Columbia) before the time fixed for the Company Meeting or any adjournment or postponement thereof.

Shareholders who wish to appoint a person other than the director or senior officer of the Company identified in the form of proxy or voting instruction form ("VIF") (including a non-registered Shareholder ("Non-Registered Shareholder") who wishes to appoint themselves as proxyholder to attend and vote at the virtual Company Meeting) must carefully follow the instructions in this Circular and on their form of proxy or VIF. These instructions include the additional step of registering such proxyholder with the Company's transfer agent, TSX Trust, after submitting the form of proxy or VIF, by calling TSX Trust 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 11:00 a.m. (Pacific Time) on March 5, 2026.

Failing to register your proxyholder with TSX Trust will result in the proxyholder not receiving a control number, which is required to vote at the virtual Company Meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholder and registered with TSX Trust in accordance with the instructions in this Circular will be able to attend and listen to the virtual Company Meeting as a guest but will not be able to vote, ask questions or otherwise participate in any discussions at the virtual Company Meeting.

For Registered Shareholders, this additional step of registering with TSX Trust is not required as the control number is located on the form of proxy accompanying this Circular.

Registered Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid (subject to applicable withholdings) the fair value of their dissenting shares in accordance with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court. A Registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must (i) send to the Company a written notice of dissent to the Arrangement Resolution, which written notice of dissent must be received by the Company c/o Osler, Hoskin & Harcourt LLP, Suite 3000 - 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1K8, Attention: Teresa Tomchak, by no later than 4:00 p.m. (Vancouver time) on March 4, 2026 or by 4:00 p.m. (Vancouver time) on the second business day immediately preceding the date that any adjourned or postponed Company Meeting is reconvened, and (ii) otherwise strictly comply with the dissent procedures set forth in "The Arrangement - Dissenting Shareholders' Rights" in the Circular. The text of Section 242(1)(a) of the BCBCA, which will be relevant in any dissent proceeding, is set forth in Appendix "I" to the Circular. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court, may result in the loss of any right of dissent.

Shareholders who would like additional copies of the attached Circular or have additional questions or require assistance, please contact Laurel Hill Advisory Group, our proxy solicitation agent, 1-877-452-7184 toll free in North America or 416-304-0211 (outside North America); by texting "INFO" to either phone number listed above; or by e-mail at: [email protected].

DATED at Vancouver, British Columbia, this 28th day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Norm Mayr"

Norm Mayr

Director and Chair of the Special Committee

Canfor Pulp Products Inc.