Conifex Timber Inc.

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NOTICE OF ANNUAL GENERAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

Date and Time: June 22, 2021 at 2:00 p.m. (Vancouver time)

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May 14, 2021

Dear Shareholders:

Our annual general meeting of shareholders will take place on June 22, 2021 at 2:00 p.m. (Vancouver time).

The meeting is your opportunity to:

hear about our results in 2020 and our strategies for the future;
vote on items of business brought before the meeting, namely the election of our directors and the appointment of our auditor; and
ask questions of our board of directors and senior management.

The items of business to be considered at the meeting, along with instructions on how to vote by proxy, are more fully described in our accompanying management information circular.

Due to the continuing COVID-19 pandemic and for the health and safety of our shareholders, employees, advisors and other stakeholders, we encourage you to vote in advance of the meeting by proxy instead of attending the meeting in person. Your board of directors unanimously recommends that shareholders vote FOR all board nominees and our auditor at the meeting.

We ask that anyone considering attending the meeting in person review the most current advice of the British Columbia Ministry of Health and the Public Health Agency of Canada. Public health restrictions and recommendations may require that we restrict the number of people in attendance at the meeting. Any persons attending the meeting will be required to comply with health and safety measures that we may put in place. You should not attend the meeting if you or someone with whom you have been in close contact with are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days prior to the meeting.

In the event that it is not possible or advisable to hold the meeting in person, we may adjourn or announce alternative arrangements for the meeting.

We have mailed a copy of the management information circular to our registered shareholders and other shareholders who have asked to receive such information. Public documents, including our 2020 annual information form and audited financial statements, can also be accessed on our website at www.conifex.com and under our profile on SEDAR at www.sedar.com.

We thank you for your continued support.

Sincerely,

/s/ Kenneth A. Shields

Kenneth A. Shields Chairman, Chief Executive Officer and President

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Our business includes timber harvesting, reforestation, forest management, sawmilling logs into lumber and wood chips, and value added lumber finishing and distribution. Our lumber products are sold in the United States, Chinese, Canadian and Japanese markets. We also own and operate a power generation facility in Mackenzie, British Columbia. Our common shares are traded on the Toronto Stock Exchange under the symbol "CFF".

WHAT'S INSIDE:

NOTICE OF ANNUAL GENERAL MEETING

MANAGEMENT INFORMATION CIRCULAR .................................................................................................... 1 NOTICE TO READERS .......................................................................................................................................... 1 DEFINITIONS ......................................................................................................................................................... 1 VOTING AND PROXIES: QUESTIONS AND ANSWERS ................................................................................. 3 VOTING BY NON-REGISTERED SHAREHOLDERS: QUESTIONS AND ANSWERS .................................. 5 MEETING TELECONFERENCE CALL ................................................................................................................ 6 MEETING SUMMARY ........................................................................................................................................... 7 VOTING SECURITIES AND PRINCIPAL HOLDERS ......................................................................................... 8 ELECTION OF DIRECTORS .................................................................................................................................. 8 CORPORATE GOVERNANCE .............................................................................................................................. 9 STATEMENT OF EXECUTIVE COMPENSATION ........................................................................................... 16 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ...................... 24 AUDIT COMMITTEE ........................................................................................................................................... 26 APPOINTMENT OF AUDITOR ........................................................................................................................... 26 NORMAL COURSE ISSUER BID ........................................................................................................................ 26 REGISTRAR AND TRANSFER AGENT ............................................................................................................. 27 OTHER BUSINESS ............................................................................................................................................... 27 SHAREHOLDER PROPOSALS............................................................................................................................ 27 ADDITIONAL INFORMATION ........................................................................................................................... 27 APPROVAL OF CIRCULAR ................................................................................................................................ 27

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2021

TO: The shareholders of Conifex Timber Inc. (" Conifex ")

NOTICE IS HEREBY GIVEN that our annual general meeting of shareholders (the " Meeting ") will be held at 1000 – 925 West Georgia Street, Vancouver, British Columbia, Canada, on Tuesday, June 22, 2021, at 2:00 p.m. (Vancouver time), for the following purposes:

to receive and consider our financial statements for the financial year ended December 31, 2020, together with the accompanying auditor's report;
to elect five directors to our board of directors for the ensuing year;
to appoint our auditor for the ensuing year and to authorize our directors to fix the remuneration to be paid to our auditor for the ensuing year; and
to transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s).

This Notice of Meeting is accompanied by our management information circular dated May 14, 2021 (the "C ircular "), which provides important information relating to the matters to be addressed at the Meeting.

Your board of directors unanimously recommends that shareholders vote FOR all board nominees at our Meeting.

The board of directors has fixed the close of business (Vancouver time) on May 14, 2021 (the " Record Date ") as the record date for the determination of holders of our Common Shares entitled to receive notice of and to vote at the Meeting, and any adjournment(s) or postponement(s). Only shareholders of record at the close of business (Vancouver time) on the Record Date will be entitled to vote at the Meeting.

In light of ongoing concerns related to the spread of COVID-19, our shareholders are strongly encouraged not to attend the Meeting but instead to vote on matters at the Meeting by proxy. Registered shareholders are therefore requested to complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Circular accompanying this Notice of Meeting. A proxy will not be valid unless it is received by Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s). The chairman of the Meeting has the discretion to accept proxies received after that time. Registered shareholders of Conifex may also vote their proxies via telephone or the internet in accordance with the instructions provided in the proxy.

To help mitigate the risk of the spread of COVID-19, the Meeting will be made available by teleconference call, and all shareholders are encouraged to vote on the matters at the Meeting by proxy, using our Management Proxyholder(s) (as defined in the Circular) to limit the number of attendees, and to listen to the Meeting by teleconference call. Only registered shareholders, non-registered shareholders who have followed the procedures described in the Circular and their respective proxyholders will be entitled to attend the Meeting in person. You should not attend the Meeting if you or someone with whom you have been in close contact with are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting.

A Shareholder who does not attend the Meeting in person may listen to the Meeting through teleconference call, commencing at 2:00 pm (Vancouver time) on June 22, 2021; however, such Shareholders will not be able to vote or speak at, or otherwise participate in, the Meeting via the teleconference call. Such Shareholders may also submit questions in advance of the Meeting by email which may, subject to shareholder verification and confirmation of the relevance and subject matter, be addressed at the Meeting. Teleconference call and email details are set out in the Circular which accompanies this Notice of Meeting.

We may take any additional precautionary measures that we consider necessary in relation to the Meeting in response to further developments in the COVID-19 pandemic, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms or who have or have been in contact with someone who has travelled outside of Canada within the 14 days immediately prior to the Meeting; or (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons, such as the Meeting. Should we determine that changes to the Meeting are required, we will announce these changes by news release, which will be filed on SEDAR as well as our website. We recommend that you view our website prior to the Meeting for the most current information. We do not intend to prepare or mail amended proxy and meeting materials if changes are required to the format of the Meeting.

DATED at Vancouver, British Columbia, Canada, as of the 14th day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Kenneth A. Shields Kenneth A. Shields Chairman, Chief Executive Officer and President

If you are a non-registered shareholder of Conifex and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your Shares not being eligible to be voted by proxy at the Meeting.

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MANAGEMENT INFORMATION CIRCULAR

Unless otherwise noted, information is provided as at May 14, 2021, for the Meeting to be held on June 22, 2021.

NOTICE TO READERS

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of Conifex for use at the Meeting and any adjournment(s) or postponement(s) for the purposes set forth in the accompanying Notice. As a Shareholder, it is important that you read this material carefully and then vote your Shares.

DEFINITIONS

In this Circular, unless otherwise stated:

" AIF " means our Annual Information Form for the year ended December 31, 2020.

" ADR Plan " has the meaning ascribed thereto under " Statement of Executive Compensation — Key Employee Retention Payments ".

" Board " or " Board of Directors " means our board of directors.

" CGHR Committee " means our Corporate Governance and Human Resources Committee.

" Circular " means this management information circular.

" Code " has the meaning ascribed thereto under " Corporate Governance – Ethical Business Conduct ".

" Computershare " means Computershare Investor Services Inc., our transfer agent.

" Conifex ", " we ", " us " and " our " mean Conifex Timber Inc., together with our subsidiaries, as the context requires.

" Diversity Groups " has the meaning ascribed thereto under " Corporate Governance – Diversity ".

" DSUs " means deferred share units.

" EHS Committee " means our Environmental, Health and Safety Committee.

" Exchange " has the meaning ascribed thereto under " Securities Authorized for Issuance under Equity Compensation Plans – The Incentive Plan ".

" Incentive Plan " means our amended and restated long-term performance incentive plan dated June 22, 2020.

" KERP Participants " has the meaning ascribed thereto under " Statement of Executive Compensation — Key Employee Retention Payments ".

" LTIP Awards " has the meaning ascribed thereto under " Statement of Executive Compensation – Elements of Compensation ".

" Management Proxyholder(s) " means Kenneth A. Shields, a director and officer of Conifex, or, if Mr. Shields is unable to act, Michael Costello, a director of Conifex.

" Measurement Date " has the meaning ascribed thereto under " Corporate Governance — Compensation of Directors ".

" Meeting " means our annual general meeting of Shareholders to be held on June 22, 2021, and any adjournment(s) or postponement(s).

" Named Executive Officers " or " NEOs " have the meaning ascribed thereto under " Statement of Executive Compensation ".

" NI 52-110 " means National Instrument 52-110 – Audit Committees .

" Nominees " has the meaning ascribed thereto under " Election of Directors ".

" Notice " means the notice of annual general meeting of Shareholders dated May 14, 2021, accompanying this Circular.

" Pension Plan " has the meaning ascribed thereto under " Statement of Executive Compensation – Pension Plan Benefits ".

" PSUs " means performance share units.

" Record Date " means May 14, 2021.

" RSUs " means restricted share units.

" Share " means a common share of Conifex.

" Shareholder " means an owner of a Share as at the Record Date.

" TSX " means the Toronto Stock Exchange.

" VWAP " has the meaning ascribed thereto under " Corporate Governance — Compensation of Directors ".

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VOTING AND PROXIES: QUESTIONS AND ANSWERS

Q: Am I entitled to vote?

A: You are entitled to vote if you were a registered Shareholder as of the close of business on May 14, 2021, which we refer to as the Record Date. If you acquire Shares after the close of business on the Record Date, or if your name does not appear as a registered Shareholder as of the Record Date, you will not be entitled to vote those Shares at the Meeting.

Each Share entitles the Shareholder thereof to one vote. As at May 14, 2021, there were, based on the records of Computershare, 46,153,630 Shares outstanding.

If you are the beneficial owner of Shares not registered in your name, please refer to " Voting by Non-Registered Shareholders: Questions and Answers " on page 5 below for a description of the procedures to be followed to vote your Shares. You may be a non-registered Shareholder if your Shares are held in "street name" by an intermediary (such as a bank, trustee, broker or investment dealer or an administrator of self-administered RRSPs, RRIFs, RESPs and similar plans) or the name of a clearing agency for which your intermediary is a participant.

Q: What am I voting on?

A: The following matters:

the election of our directors to hold office until next year's annual general meeting; and
the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our auditor until next year's annual general meeting, at a remuneration to be fixed by the directors.

Q: How do I vote?

A: If you are a registered Shareholder, you may vote by (1) voting your proxy in accordance with the instructions provided in the form of proxy, including via telephone or the internet; (2) attending the Meeting in person and voting; or (3) completing and signing a form of proxy appointing someone to represent you and to vote your Shares at the Meeting. Completing, signing and returning a form of proxy will not prevent you from attending the Meeting in person. In response to the ongoing COVID-19 pandemic, however we ask that Shareholders not attend the Meeting in person, but instead vote by completing and returning a proxy in the form enclosed.

Q: Will I be able to follow the Meeting if I do not attend in person?

A: If you do not attend the Meeting in person, you will still be able to listen to the Meeting by teleconference. However, you will not be able to vote or speak at, or otherwise participate in, the Meeting via the teleconference call. You may also submit questions in advance of the Meeting by email which may, subject to shareholder verification and confirmation of the relevance and subject matter, be addressed at the Meeting.

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

A: If you have completed and returned a proxy in the form enclosed, the person(s) named in it will have discretionary authority with respect to amendments or variations to matters identified in the Notice and to other matters which properly come before the Meeting. If any other matter properly comes before the Meeting, the persons so named will vote on it in accordance with their judgment. If you attend the Meeting in person and are eligible to vote, you may vote on such matters as you choose. As of the date of this Circular, our management does not know of any such amendment, variation or other matter expected to come before the Meeting.

Q: Who is soliciting my proxy?

A: Our management is soliciting your proxy. Solicitation of proxies will be primarily by mail. Proxies may also be solicited personally by our officers at nominal cost. The cost of this solicitation will be borne by us.

Q: If I deliver a proxy, who will vote my Shares?

A: Kenneth A. Shields or, if Mr. Shields is unable to act, Michael Costello, have been named as the Management Proxyholder(s) in the accompanying proxy and will represent the Shareholders at the Meeting that deliver proxies that do not name a different proxyholder.

You can appoint a person or company other than the Management Proxyholder(s) to represent you at the Meeting . To do so, you must write the name of your chosen proxyholder in the blank space provided in the form of proxy. It is important to ensure that any other person you appoint as proxyholder will attend the Meeting and is aware that his or her appointment has been made to vote your Shares and that he or she should present himself/herself to a representative of Computershare. We encourage you to vote by proxy using our Management Proxyholder(s) in order to reduce attendance at the Meeting and to help stop the spread of COVID-19.

Q: What if my Shares are registered in more than one name or in the name of my company?

A: If your Shares are registered in more than one name, all those registered must sign the form of proxy. If your Shares are registered in the name of your company or any name other than yours, we may require that you provide documentation that proves you are authorized to sign the form of proxy.

Q: What if I plan to attend the Meeting and vote in person?

A: To mitigate the risk of further spread of COVID-19, we ask that shareholders follow the Meeting by teleconference. If you plan to attend the Meeting and wish to vote your Shares in person, you do not need to complete or return a form of proxy. Your vote will be taken and counted at the Meeting. Please register with the scrutineer when you arrive at the Meeting. If your Shares are not registered in your name, but you wish to attend the Meeting, please see " Voting by Non-Registered Shareholders: Questions and Answers " on page 5.

Q: What happens when I sign and return a form of proxy?

A: You will have given authority to whomever it appoints as your proxyholder to vote, or withhold from voting, your Shares at the Meeting in accordance with the voting instructions you provide.

Q: What do I do with my completed form of proxy?

A: Return it to Computershare at the address set out below on page 5 so that it arrives no later than 2:00 p.m. (Vancouver time) on June 18, 2021 or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned or postponed Meeting. The chair of the Meeting has the discretion to accept proxies received after the deadline.

Q: How will my Shares be voted if my proxy is in the enclosed form with no other person named as proxyholder?

A: The Management Proxyholder(s) will vote or withhold from voting your Shares in accordance with your instructions.

In the absence of such instructions, your Shares will be voted FOR the election of the directors nominated by management and FOR the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor.

Q: Can I revoke a proxy once it has been given?

A: Yes. If you are a registered Shareholder as of the Record Date, you may revoke your proxy with an instrument in writing (which can be another proxy with a later date) and delivered to Computershare or our registered office, up to and including the last business day preceding the day of the Meeting (or any adjournment(s) or postponement(s)), or to the individual chairing the Meeting prior to the commencement of the Meeting or any adjournment(s) or postponement(s). Any written revocation must be duly executed by you or your attorney authorized in writing or, if you hold your Shares through a company, by an authorized officer.

Please note that your participation in person in a vote by ballot at the Meeting would automatically revoke any proxy you have given in respect of the item of business covered by that vote.

If you are not a registered Shareholder, you must follow the instructions given to you by your intermediary to revoke your voting instructions.

Q: Who are the principal holder(s) of our Shares?

A: The principal holder(s) (persons or companies that beneficially own or exercise control or direction over more than 10% of a class of our outstanding Shares), to the knowledge of our directors and executive officers and based on public information, are set out below in this Circular.

Q: What if I have further questions?

A: You can contact our transfer agent, Computershare, at:

Computershare Investor Services Inc. 8th Floor, 100 University Avenue Toronto, ON M5J 2Y1

1-800-564-6253 (toll free North America) 1-514-982-7555 (international)

VOTING BY NON-REGISTERED SHAREHOLDERS: QUESTIONS AND ANSWERS

Q: If my Shares are not registered in my name, how do I vote my Shares at the Meeting?

A: Many of our Shareholders do not hold their Shares registered in their name, but instead hold their Shares in the name of an intermediary or a nominee, such as a trustee, broker or other financial institution. Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting.

If you are a non-registered Shareholder and are receiving these materials from your broker or other intermediary, you should carefully follow the instructions provided by your intermediary on how to direct the voting of your Shares or you may lose your right to vote at the Meeting, either in person or by proxy.

If you are a non-registered Shareholder, there are generally two ways that you can direct the voting of your Shares:

1) By providing voting instructions to your intermediary:

Applicable securities laws require an institutional intermediary to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive or have already received with these materials, from your intermediary either a request for voting instructions or a form of proxy for the number of Shares you beneficially own. Every institutional intermediary has its own mailing procedures and provides its own signing and return instructions, which you should follow carefully to ensure that your Shares are voted at the Meeting.

2) By being appointed as a proxyholder and attending the Meeting in person:

We generally do not have access to the names of all of our non-registered Shareholders. Therefore, if you attend the Meeting, we may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder.

If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy provided by your nominee to appoint yourself as proxyholder. If you are a non-registered Shareholder and instruct your nominee to appoint yourself as proxyholder, you should present yourself to the scrutineer of the Meeting with appropriate identification. In light of the continued COVID-19 pandemic, all Shareholders are encouraged not

to attend in person, but to vote on the matters at the Meeting by proxy, using our Management Proxyholder(s) to limit the number of attendees.

MEETING TELECONFERENCE CALL

In light of ongoing concerns related to the spread of COVID-19, all Shareholders are encouraged not to attend in person, but to vote on the matters at the Meeting by proxy using our Management Proxyholder(s) to limit the number of attendees, and to listen to the Meeting by way of teleconference call. A Shareholder may listen to the teleconference call using the dial-in access instructions below, commencing at 2:00 pm (Vancouver time) on June 22, 2021; however, such Shareholders will not be able to vote or speak at, or otherwise participate in, the Meeting via the teleconference call. A Shareholder who does not attend the Meeting may, however, also submit questions to us in advance of the Meeting by email at [email protected] which may, subject to shareholder verification and confirmation of the relevance and subject matter, be addressed at the Meeting.

For teleconference access, please dial 1-800-806-5484 (toll free in North America) or 416-340-2217 and use passcode 3837883#.

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MEETING SUMMARY

The following is a summary of certain information contained in this Circular concerning the business that will be transacted at the Meeting and the matters that you will be asked to vote on. This summary is not intended to be complete. You should read the entire Circular, including any appendices, carefully.

Presentation of Financial Statements

Our audited annual consolidated financial statements for the year ended December 31, 2020 and the accompanying auditor's report will be presented to Shareholders at the Meeting, but no vote with respect to them is required or proposed to be taken. You may view our consolidated financial statements on our website at www.conifex.com and under our profile on SEDAR at www.sedar.com. You will have an opportunity to ask questions about our consolidated financial statements at the Meeting as described herein.

Election of Directors

The Board is recommending five persons for election to our Board of Directors at the Meeting. Further information on each Nominee can be found in this Circular under " Election of Directors ". Each of our directors are elected each year at the annual general meeting and hold office until the next annual general meeting, unless that director resigns or until the director sooner ceases to hold office.

As a Shareholder, you have the opportunity to vote in the election of directors. The Board has adopted a majority voting policy with respect to the election of directors. This means that any director that receives more "withheld" votes than "for" votes in an uncontested election will be required to tender his or her resignation, which the Board will accept absent extraordinary circumstances. For further information on our majority voting policy, see " Corporate Governance – Majority Voting Policy ".

The Board recommends that you vote FOR all Nominees standing for election.

Appointing the Auditor

The Board is proposing that PricewaterhouseCoopers LLP, Chartered Professional Accountants, Vancouver, Canada, be re-appointed as auditor, at a remuneration to be fixed by the Board. We have requested a representative of PricewaterhouseCoopers LLP, Chartered Professional Accountants, to be available to answer questions at the Meeting.

The Board recommends that you vote FOR the resolution appointing PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our auditor and authorizing the Board to fix their remuneration.

VOTING SECURITIES AND PRINCIPAL HOLDERS

Our authorized capital consists of an unlimited number of Shares. As at May 14, 2021, based on the records of Computershare, there were a total of 46,153,630 Shares outstanding. Each Share entitles the Shareholder to one vote.

Principal Holders of Shares

The following table lists, to the knowledge of our directors and executive officers, based solely on public information, those persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, Shares carrying 10% or more of the voting rights attached to all of our outstanding Shares as at May 14, 2021:

Name	Number of Shares	Percentage of Outstanding Shares
Polar Asset Management Partners Inc.	8,673,747(1)	18.8%
BW SLC AIV III, LP	7,036,526(2)	15.2%

Notes:

(1) Based on publicly available information, the reported shareholder exercises control or direction, but not ownership, of the Shares on behalf of client accounts over which it has discretionary trading authority.

(2) Based on publicly available information, certain affiliates of the shareholder also beneficially own, or have control and direction of, 2,304,878 warrants to purchase up to 2,304,878 Shares, subject to certain restrictions.

ELECTION OF DIRECTORS

The Board is recommending five persons (the " Nominees ") for election at the Meeting. Each of the five persons whose name appears below is proposed by the Board to be nominated for election as a director of Conifex to serve until the next annual general meeting of Shareholders or until the director sooner ceases to hold office.

The following table (and notes thereto) states the name and province or state and country of residence of each Nominee, all offices of Conifex now held by the Nominee, the period of time for which the Nominee has been a director of Conifex and the number of Shares beneficially owned by the Nominee, directly or indirectly, or over which the Nominee exercises control or direction, as at the date hereof.

The Board recommends that you vote FOR all Nominees standing for election.

Name, Province or State and Country of Residence	Position(s) with Conifex	Director Since	Shares (#)
Kenneth A. Shields(1) British Columbia,Canada	Chairman, Chief Executive Officer,President and Director	June 3, 2010	1,162,539(2)(3)
David E. Roberts(4)(5) Ontario,Canada	Director	May 27, 2010	526,277(6)(7)
Michael Costello British Columbia,Canada	Director	April 18, 2012	42,500(8)(9)
Janine North(1)(4)(5) British Columbia,Canada	Director	February 14, 2017	52,000(10)
Charles P. Miller(4) Texas, United States of America	Director	July 9, 2018	nil(11)

Notes:

(1) A member of the EHS Committee, which is comprised of Mr. Costello (Chair), Mr. Shields and Ms. North.

(2) Mr. Shields also holds 700,000 PSUs and 440,000 RSUs. Each PSU and RSU represents, on vesting, one Share, provided that we may pay Mr. Shields the equivalent value in cash for such Shares, on the terms and conditions set forth in the applicable award agreements. For additional information, see " Statement of Executive Compensation – Elements of Compensation " below.

(3) An aggregate of 83,256 of these Shares are held jointly by Mr. Shields with his spouse.

(4) A member of the Audit Committee, which is comprised of Ms. North (Chair) and Messrs. Roberts and Miller.

(5) A member of the CGHR Committee, which is comprised of Mr. Roberts (Chair), Ms. North and Mr. Miller.

(6) An aggregate of 495,027 of these Shares are held indirectly by Mr. Roberts through an Ontario private company.

(7) Mr. Roberts also holds 4,291 DSUs, which shall vest after the date that Mr. Roberts ceases to be a director of Conifex for any reason. We may settle the DSUs by the issuance of an equal number of Shares or by payment of the equivalent value of such Shares in cash on the terms and conditions set forth in the applicable award agreement. Mr. Roberts also holds 25,000 RSUs. For additional information on the vesting of the RSUs, see " Corporate Governance — Compensation of Directors " below.

(8) Mr. Costello's spouse is the registered holder of 3,500 of these Shares.

(9) Mr. Costello also holds 4,291 DSUs and 25,000 RSUs. For vesting and payment terms of the DSUs and RSUs respectively, see note #7 above.

(10) Ms. North also holds 4,291 DSUs and 25,000 RSUs. For vesting and payment terms of the DSUs and RSUs respectively, see note #7 above.

(11) Mr. Miller holds 25,000 RSUs. For vesting and payment terms of the RSUs, see note #7 above.

Set out below are the profiles of our Nominees for election at the Meeting:

Kenneth A. Shields, age 72, Chairman, Chief Executive Officer, President and Director . Mr. Shields currently serves as a director of the British Columbia Lumber Trade Council and the Council of Forest Industries. Mr. Shields previously served as Chair of the Canadian Bioenergy Association and director of the Forest Products Association of Canada, Bioindustrial Innovation Canada, Investment Dealers' Association of Canada, Raymond James Financial Inc., Mercer International Inc., TimberWest Forest Corp. and Slocan Forest Products Ltd. Mr. Shields resigned as Chief Executive Officer of Raymond James Ltd. in 2006 to devote his efforts to launching Conifex.

David Roberts, age 79, Director . Mr. Roberts retired in 2004 from Raymond James Ltd. where he headed its institutional equity business based in Toronto, Ontario.

Michael Costello, age 70, Director . Mr. Costello has held a number of executive and board positions during his career. Mr. Costello has served as President and Chief Executive Officer of the British Columbia Transmission Corporation, President and Chief Executive Officer of British Columbia Hydro and Power Authority and Deputy Minister of Finance and Secretary to the Treasury Board for the Government of British Columbia and the Government of Saskatchewan. Mr. Costello previously served as Chair of the Canadian Electricity Association, Chair of the Energy Council of Canada and director of the Vancouver Island Health Authority, the Ontario Power Authority and InTransit BC.

Janine North, age 60, Director . Ms. North currently serves as a director of Imperial Metals Corporation, Mercer International Inc., the Fraser Basin Council and British Columbia Ferry Services Inc. Ms. North is a former director of British Columbia Hydro and Power Authority, viaSport, Canadian Sport Institute Pacific, Business Council of British Columbia, Association for Mineral Exploration of British Columbia, Agricultural Institute of Canada, Junior Achievement BC, the Nechako-Kitimat Development Fund Society and the Central Interior Logging Association. Ms. North retired from the Northern Development Initiative Trust in 2016 after serving 11 years as the founding Chief Executive Officer.

Charles P. Miller, age 60, Director . Mr. Miller has served as a Partner of Blue Wolf Capital Partners LLC since 2010, and serves on the boards of Blue Wolf portfolio companies Pharmaceutical Strategies Group LLC, Novo Building Products, The Mulch and Soil Company LLC and Petrosmith, LLC. Prior to joining Blue Wolf Capital Partners LLC, Mr. Miller was a partner at Patton Boggs LLP, where he served as firm-wide Deputy Managing Partner and Managing Partner of the firm's Dallas, Texas office. Mr. Miller has also served as a director of numerous for profit and non-profit organizations.

CORPORATE GOVERNANCE

Board of Directors

Our directors are responsible for managing and supervising the management of our business and affairs. The Terms of Reference for our Board contained in our Corporate Governance Guidelines set out the Board's mandate, including the purpose of the Board, the Board's role and the responsibilities and duties of individual directors, the organization of the Board, including independence requirements, and procedures for officer and committee appointments. A copy of the Terms of Reference for the Board is attached as Schedule "A".

Each year, the Board considers the relationship that each director has with us as part of its assessment of director independence. A majority of our directors are "independent" within the meaning set out in NI 52-110.

Other than interests arising from securityholdings in Conifex, and other than as may be set forth herein, all of our directors are independent in that they are free from any interest which could reasonably interfere with their exercise of independent judgment as our directors. Mr. Shields is currently our Chief Executive Officer and President and therefore not independent.

In order to facilitate its exercise of independent judgment in carrying out its responsibilities, the Board may establish informal committees as needed consisting solely of independent directors to consider matters to be considered by the Board. The Board, or any committee, may also seek advice from outside advisors. The Board also follows a practice whereby any director who has an interest in a matter that the Board is considering will either abstain from voting on the matter or exit the Board meeting.

The following director of Conifex holds directorships in other reporting issuers as follows:

Name of Director	Name of Other Reporting Issuer
Janine North	Imperial Metals Corporation
	Mercer International Inc.
	British Columbia Ferry Services Inc.

The independent directors regularly attend meetings at which non-independent director(s) and members of management are not present. However, in order to facilitate open and candid discussion among independent directors, communication among the independent directors is also encouraged on an informal and ongoing basis. Independent directors may also seek the advice of financial, legal or other advisors when necessary.

The Board does not have a Chairman independent of management. Mr. Shields, the Chairman of the Board, is also our Chief Executive Officer and President. The Board believes that this structure best reflects our entrepreneurial leadership. The Board is satisfied that the autonomy of the Board and its ability to function independently of management are protected through measures such as the Audit Committee and the CGHR Committee being composed entirely of independent directors and by substantially all of our Board (4 of 5 directors) being independent. In order to provide leadership for its independent directors, Mr. Costello was appointed as our independent Lead Director. We have adopted written position descriptions for the Chief Executive Officer, Chairman and the Lead Director, each of which are contained in our Corporate Governance Guidelines, which can be found online at our website at www.conifex.com.

Board committees assist in the effective functioning of the Board. The Board has three standing committees: the Audit Committee, the CGHR Committee and the EHS Committee. Each committee operates under written Terms of Reference contained in our Corporate Governance Guidelines, which can be found online at our website at www.conifex.com. The Chair of each committee follows the Terms of Reference for its respective committee. We have not developed a separate written position description for committee Chairs. The Audit Committee and the CGHR Committee are comprised entirely of independent directors, which helps ensure that the views of the independent directors are effectively presented on these committees. Currently, Mr. Shields serves on the EHS Committee, which is therefore comprised of 66[2] /3% independent directors. We believe that the composition of the EHS Committee, including the past experience of its members, including Mr. Shields, is best suited to fulfill the role of the committee in accordance with its charter. Special committees may be formed (whether formally or informally) from time to time to review particular matters or transactions.

The Audit Committee is appointed by the Board to assist in monitoring: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; and (iii) the qualification, appointment, independence and performance of our external auditor and senior financial executives.

The members of the Audit Committee are:

Janine North (Chair); David E. Roberts; and Charles P. Miller.

The CGHR Committee acts in an advisory capacity to the Board on governance and nominating matters. Additionally, on compensation and human resources matters, the CGHR Committee is responsible for (a) discharging the Board's responsibilities relating to compensation of our directors and officers, and (b) overseeing the performance and development of our senior executives. The CGHR Committee has overall responsibility for approving and evaluating our director and officer compensation plans, policies and programs. The CGHR Committee is responsible for reviewing the performance of senior executives and approving succession planning.

The members of the CGHR Committee are:

David E. Roberts (Chair); Janine North; and Charles P. Miller.

The CGHR Committee is also responsible for assisting the Board to fulfill its duty to meet applicable legal, regulatory and (self-regulatory) business principles and "codes of best practice" of corporate behavior and conduct.

The EHS Committee is responsible for reviewing on behalf of the Board the policies and processes implemented by management, and the resulting impact and assessments of all of our health, safety and environmental related activities.

The members of the EHS Committee:

Michael Costello (Chair); Kenneth A. Shields; and Janine North.

Meeting Attendance Report

The meeting attendance records for each of our directors in 2020, including each committee of which the director is a member, is set out below.

			Committee
Director	Board Meetings	Audit	CGHR	EHS
Kenneth A. Shields	7/7	n/a	n/a	4/4
David E. Roberts	7/7	4/4	5/5	n/a
Michael Costello	7/7	n/a	n/a	2/2
Janine North	7/7	4/4	5/5	4/4
Charles P. Miller	7/7	4/4	3/3	n/a
Jim Jia(1)	3/3	n/a	n/a	n/a
Tom Reed(1)	3/3	n/a	2/2	2/2
George R. Judd(1)	2/3	n/a	n/a	n/a

Note:

(1) The director's term expired on June 22, 2020. The reported meeting attendance record reflects the period of time for which the director served as our director in 2020.

Orientation and Continuing Education

New directors receive historical and forward-looking information about us, our Board and committees, our senior management and our industry and strategic objectives.

The Board does not have a formal continuing education program. However, our directors are experienced in boardroom procedure and corporate governance and regularly share their experiences with other members of the Board, which assists the Board in identifying and adopting, on a continuing basis, best corporate practices and identifying any continuing education programs that may be relevant. Additionally, the Board regularly engages with outside advisors, including legal counsel, on corporate governance matters.

Ethical Business Conduct

We have adopted a Code of Business Conduct and Ethics (the " Code "), which is available on our website at www.conifex.com. The Code sets out the principles that should guide the behavior of our directors, officers and employees and addresses issues such as:

(a) conflicts of interest;
(b) public filings and communications;

(c) accounting, record keeping and personal transactions;
(d) relations with our auditor;
(e) compliance with laws, rules and regulations;
(f) insider trading;
(g) corporate opportunities;
(h) discrimination and harassment;
(i) health and safety;
(j) environmental protection;
(k) protection and proper use of our assets; and
(l) procedures for reporting concerns.

The Chair of the CGHR Committee is responsible for collecting accounts of possible violations of the Code and referring them to the appropriate director of the Audit Committee for review. The status of any active concerns is reported to the Board on a quarterly basis. All of our directors and senior officers periodically confirm compliance with the Code.

To ensure our directors exercise independent judgment in considering any transaction, agreement or decision in respect of which a director or executive officer has declared a material personal interest (in accordance with relevant corporate law requirements), the Board follows a practice whereby any such Board member removes himself or herself during relevant Board discussion and does not cast a vote on any such matter. Significant contracts that may be deemed to pose a conflict may also be reviewed and approved by the Audit Committee.

Nomination of Directors

The CGHR Committee is responsible for advising the Board with respect to the filling of vacancies on the Board and making recommendations as to nominees for the Board. The CGHR Committee uses an informal consultative process for identifying new candidates.

The CGHR Committee analyzes the needs of the Board when vacancies arise and identifies and proposes new nominees who have the necessary competencies and characteristics to meet such needs. Factors the CGHR Committee considers include experience, industry knowledge, financial literacy, board diversity, board renewal considerations and personal characteristics. New candidates are introduced to the Board by members of the CGHR Committee.

In order to foster an objective nomination process, the independent members of the Board are encouraged to recommend nominees for the Board.

Compensation

The CGHR Committee was also appointed by the Board to, among other things, discharge the Board's responsibilities relating to compensation of our directors and officers. The CGHR Committee periodically reviews the adequacy and form of compensation to ensure that it realistically reflects the responsibilities and risks involved in being a director or officer of a Canadian public company and that such compensation allows us to attract qualified candidates. Such review includes an examination of publicly available data and may include independent compensation surveys.

The CGHR Committee annually reviews, evaluates and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluates the Chief Executive Officer's performance in light of those goals and objectives and recommends to the Board the Chief Executive Officer's compensation level based on this evaluation. The CGHR Committee also reviews and recommends to the Board other executive officer compensation, including: salary; bonus and incentive compensation levels; deferred compensation; perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation. The CGHR Committee meets without the presence of executive officers when approving Chief Executive Officer compensation but may invite the Chief Executive Officer to be present during approval of other executive officer compensation.

In order to help us form an objective process for determining compensation, the CGHR Committee may review independent materials such as pay survey data and industry reports. The CGHR Committee may benchmark against other companies in the same industry using peer group studies compiled for the CGHR Committee. In 2020, we used West Fraser Timber Co. Ltd., Canfor Corporation, Interfor Corporation and Western Forest Products Inc. as our comparator group on the basis that, among other things, we compete with these companies to attract and retain our workforce, including our senior management, in and around the regions in which we operate. The CGHR Committee may also consult with outside, independent, compensation advisory firms as it considers necessary.

Assessments

The Board is responsible for keeping management informed of its evaluation of our performance and the performance of our senior officers in achieving and carrying out the Board's established goals and policies, and is also responsible for advising management of any remedial action or changes which it may consider necessary. Additionally, directors are expected to devote the time and attention to our business and affairs as necessary to discharge their duties as directors effectively.

The Board does not have a formal process to monitor the effectiveness of the Board, its committees and individual members, but rather relies on an informal review process. In order to gauge performance, the Board considers the following principal factors:

(a) input from directors, where appropriate;
(b) attendance of directors at meetings of the Board and any committee;
(c) the charter of each committee;
(d) balancing continuity and experience with board renewal considerations; and
(e) the competencies and skills each individual director is expected to bring to the Board and each committee.

Board Renewal

We do not have a mandatory retirement age or limit on the number of terms that a director may serve. The Board recognizes the value of board renewal and the perspectives that new directors can bring and considers these factors when nominating candidates for directorship and conducting assessments of the Board's performance. The Board balances these interests against the value of having members with company and industry-specific knowledge that can be gained through continuous service.

Diversity

We value the benefits that having a diverse board and management team can provide to our decision-making process and value provided to Shareholders. The CGHR Committee takes diversity into account as part of its selection process for director nominees and filling Board vacancies. Similarly, diversity is one of several important factors considered when hiring and promoting candidates for executive officer and senior management positions.

We have not adopted a written policy relating to the identification and nomination of women, Aboriginal peoples, persons with disabilities and members of visible minorities (collectively, " Diversity Groups ") as directors or established specific targets for the representation from each of the Diversity Groups on the Board or in executive officer positions. We believe that diversity is an important factor when identifying candidates for director or executive officer positions and, to that end, encourage people from Diversity Groups to apply for open positions. We, however, evaluate diversity as one of a variety of factors when considering a candidate, including their skills, expertise, experience and personal characteristics, with the ultimate priority being to ensure candidates bring value to our company and our Shareholders.

The Board currently has one female director, representing 20% of our total directors nominated for election. Additionally, currently 50% of our executive officers are women.

Majority Voting Policy

Under our majority voting policy, any director who receives more "withheld" votes than "for" votes in an uncontested election ( i.e ., an election where there are not more nominees than the number of Board seats available) will be required to tender his or her resignation to the Board. The resignation will be effective when accepted by the Board, and any director tendering such a resignation will not be permitted to participate in Board or committee deliberations regarding the resignation. The CGHR Committee will consider the resignation and make its recommendation to the Board on whether or not to accept the resignation. The CGHR Committee expects to recommend any such tendered resignation for acceptance, and the Board expects to accept such a resignation. The Board will announce its decision (including any reasons for not accepting a resignation) by a news release within 90 days of the date of the meeting at which the election occurred.

Compensation of Directors

Our non-executive directors are paid an annual retainer of $40,000. Non-executive directors are not paid additional amounts for each Board meeting attended. The Lead Director is paid an additional annual retainer of $20,000.

The chair of the Audit Committee, CGHR Committee and the EHS Committee each receive retainers of $10,000 per year. Committee members receive an annual retainer of $2,500 for each committee of which they are a member. Committee members are not paid additional amounts for each committee meeting attended.

From time to time, at the discretion of the Board, our non-executive directors may also be compensated for extraordinary time commitments, such as those resulting from additional travel or special assignments.

The following table states the director's fees earned by our directors in our most recently completed financial year.

Name	Fees earned ($)	Share-based awards ($)(1)	Total ($)
David E. Roberts	52,500	14,500	67,000
Michael Costello	65,000	14,500	79,500
Janine North	55,000	14,500	69,500
Charles P. Miller	43,750	14,500	58,250
Jim Jia(2)	20,000	n/a	20,000
Tom Reed(2)	28,750	n/a	28,750
George R. Judd(2)	21,250	n/a	21,250
Total	286,250	58,000	344,250

Notes:

(1) The Share-based awards represent RSUs granted in the period. The reported amounts represent the grant date fair value of RSUs awarded during the period and do not reflect the actual value of the payout recipients may receive on any vesting of such RSUs. The fair value of any RSUs awarded during a year is based upon the closing price of our Shares on the grant date.

(2) The director's term expired on June 22, 2020.

In 2020, we granted 25,000 RSUs to each of our continuing non-executive directors, being David E. Roberts, Michael Costello, Janine North and Charles P. Miller. The RSUs represent the maximum number of Shares issuable to each director over the three-year performance period commencing on the respective date of grant, or their equivalent value in cash. The RSUs vest on the third anniversary of their grant dates (the " Measurement Date ") upon the satisfaction of the performance goals established by the CGHR Committee. Pursuant to the terms of the grant, the number of RSUs that may vest on the Measurement Date will depend on our Share price performance (measured by a 10-day volume-weighted average price (" VWAP ") calculated for the last 10 trading days ending on the Measurement Date). The number of Shares underlying each RSU that the director is eligible to receive on the Vesting Date is as follows:

(a) one (1) Share if the price of the Shares is between $0.55 and $1.06 per Share on the Measurement Date;
(b) one-half (0.5) of a Share if the price of the Shares is at or below $0.54 per Share on the Measurement Date; and

(c) notwithstanding the terms of (a) and (b), each RSU shall represent one and one-half (1.5) Share if the Shares trade at or above $1.07 per Share at any time from the effective date to (and including) the Measurement Date, provided that if the price of the Shares is at or below $0.54 per share on the Measurement Date, the amount of Shares issuable shall be reduced by one-half.

As at December 31, 2020, each of our non-executive directors was eligible to receive one and one-half (1.5) of a Share for each RSU granted to them in 2020 as our Shares traded at or above $1.07 per Share (measured by a 10-day VWAP) between the grant date and December 31, 2020, subject to downward adjustment, if any, on the Measurement Date.

The CGHR Committee may elect for award recipients to be paid the equivalent value of the Shares underlying the vested units in cash, calculated based on the closing market price of the Shares on the Measurement Date (or if such date is a date on which the principal trading market for the Shares is closed, the closing market price on the last trading on which such market was open for trading).

Outstanding Share-based Awards for Directors


		Share-based Awards(1)
Name(2)	Share-based awards that have not vested (#)(3)	Market or payout value of Share- based awards that have not vested ($)(3)(4)	Market or payout value of vested Share-based awards not paid out or distributed ($)
David E. Roberts	29,291	41,886	n/a
Michael Costello	29,291	41,886	n/a
Janine North	29,291	41,886	n/a
Charles P. Miller	25,000	35,750	n/a

Notes:

(1) The Share-based awards represent RSUs and/or DSUs.

(2) Messrs. Jia, Reed and Judd's respective terms as our directors expired on June 22, 2020. None of Messrs. Jia, Reed or Judd had any Sharebased awards that had not vested, or Share-based awards not paid out or distributed as at the end of the reported period.

(3) On June 22, 2020, 25,000 RSUs were granted to each of Messrs. Costello, Miller and Roberts and Ms. North. Pursuant to the terms of the awards, as at December 31, 2020, each recipient was eligible to receive one and one-half (1.5) of a Share for each RSU held as our Shares traded at or above $1.07 per Share between the grant date and December 31, 2020, subject to downward adjustment, if any, on the Measurement Date. For additional information on the vesting of the RSUs, see " Corporate Governance — Compensation of Directors " above.

(4) The reported value of unvested RSUs and/or DSUs is based on the closing price of our Shares on December 31, 2020.

Incentive Plan Awards – Value Vested or Earned During the Year for Named Directors

Name	Share-based awards – value vested during the year ($)
David E. Roberts	nil
Michael Costello	nil
Janine North	nil
Charles P. Miller	nil
Jim Jia(1)	5,586
Tom Reed(1)	2,488
George Judd(1)	2,488

Note:

(1) The director's term expired on June 22, 2020.

STATEMENT OF EXECUTIVE COMPENSATION

Pursuant to applicable securities legislation, we are required to provide a summary of all annual and long-term compensation for services in all capacities to us and our subsidiaries for the most recently completed financial year in respect of the individuals comprised of our Chief Executive Officer, the Chief Financial Officer and our other three most highly compensated executive officers, if any, including of our subsidiaries, whose individual total compensation for the most recently completed financial year exceeded $150,000, and any individual who would have satisfied these criteria but for the fact that the individual was not serving as our officer or an officer of any of our subsidiaries at the end of the most recently completed financial year (the " Named Executive Officers " or " NEOs "). For the financial year ended December 31, 2020, for the purpose of this Circular, our NEOs were (i) Kenneth A. Shields, our Chief Executive Officer, (ii) Yuri Lewis, our former Chief Financial Officer, (iii) Jordan Neeser, our former Chief Financial Officer, (iv) Adam Infanti, our former Executive Vice President and (v) Andrew McLellan, our Vice President and General Manager, Northern Operations.

Compensation Discussion and Analysis

Our compensation policy with respect to executive officers is designed to provide both short- and long-term rewards that are consistent with individual and corporate performance. Our CGHR Committee performs the functions of a compensation committee in the determination of compensation of executive officers. The CGHR Committee's goal is to provide sufficient compensation opportunities for executive officers in order to attract, retain and motivate the best possible management team, while at the same time aligning the interests of our executive officers with those of our Shareholders.

Elements of Compensation

The CGHR Committee believes that the components of our compensation package allow us to offer an appropriate mix of fixed versus "at-risk" compensation to facilitate the CGHR Committee in achieving its primary goals with respect to compensation. Compensation for our executive officers primarily consists of:

(i) a base salary;
(ii) an annual discretionary cash bonus; and
(iii) equity-based compensation granted on a discretionary basis under our Incentive Plan.

Base Salary. The objective of base salary, consistent with market practice, is to provide a portion of compensation as a fixed cash amount. The CGHR Committee reviews each executive officer's base salary with reference to relevant industry norms relating to, among other things, experience, past performance and level of responsibility. The CGHR Committee reviews salary levels periodically and may recommend adjustments to the

Board, if warranted, as a result of salary increase trends in the marketplace, competitive positioning and an increase in responsibilities assumed by an executive. For information regarding benchmarking, see the section of this Circular entitled " Corporate Governance – Compensation ".

Annual Bonus . Annual cash bonuses are a component of the total compensation that may be received by our executive officers based on the achievement of specific goals. Annual cash bonus incentives, if paid, may be based upon our actual performance relative to specified targets, such as the level of "EBITDA" (which we define as earnings before finance costs, taxes, depreciation and amortization) generated over a period and/or the successful completion of initiatives designed to improve our competitive position and financial integrity. The CGHR Committee relies on the recommendations of our Chief Executive Officer in respect of other officers and Board discussions in their analysis and recommendation-making process.

We paid $300,000 in annual cash bonuses to our NEOs for 2018, primarily based on the acquisition, integration and expansion of our previous U.S. sawmill business. In 2019, we did not pay annual cash bonuses to our NEOs. In 2020, we paid $542,000 in annual cash bonuses to our NEOs based primarily on safety, operational and team performance. For additional information on our annual cash bonuses, see " Summary Compensation Table " below.

Long-term Incentive Awards. The CGHR Committee also considers long-term performance incentive awards (" LTIP Awards ") to be an important component of executive compensation. The objective of making grants under the Incentive Plan is to encourage executive officers to acquire an ownership interest in our Company over a period of time, thus better aligning the interests of executive officers with the interests of shareholders, and thereby discouraging excessive risk taking. When determining possible future LTIP Award grants, the CGHR Committee considers past grants.

In 2020, we granted a total of 850,000 PSUs to the following NEOs under our Incentive Plan as follows: (i) 500,000 PSUs to Kenneth A. Shields, our Chief Executive Officer; (ii) 175,000 PSUs to Jordan Neeser, our former Chief Financial Officer and (iii) 175,000 PSUs to Andrew McLellan, our Vice President and General Manager, Northern Operations. The PSUs represent the maximum number of Shares issuable to each NEO over the three-year performance period commencing on the date of grant, or their equivalent value in cash. The PSUs vest on the Measurement Date, being the third anniversary of their grant date, upon the satisfaction of the performance goals established by the CGHR Committee. Pursuant to the terms of the grant, the number of PSUs that may vest on the Measurement Date will depend on our Share price performance (measured by a 10-day VWAP calculated for the last 10 trading days ending on such Measurement Date). The number of Shares underlying each PSU that the NEO is eligible to receive on the Vesting Date is as follows:

(a) one (1) Share if the price of the Shares is between $0.55 and $1.06 per Share on the Measurement Date;
(b) one-half (0.5) of a Share if the price of the Shares is at or below $0.54 per Share on the Measurement Date; and
(c) notwithstanding the terms of (a) and (b), each Vesting PSU shall represent one and one-half (1.5) Share if the Shares trade at or above $1.07 per Share at any time from the effective date to (and including) the Measurement Date, provided that if the price of the Shares is at or below $0.54 per share on the Measurement Date, the amount of Shares issuable shall be reduced by one-half.

As at December 31, 2020, Messrs. Shields, Neeser and McLellan were eligible to receive one and one-half (1.5) of a Share for each PSU granted to them in 2020 as our Shares traded at or above $1.07 per Share (measured by a 10-day VWAP) between the grant date and December 31, 2020, subject to downward adjustment, if any, on the Measurement Date.

We consider various factors when determining the number of LTIP Awards to be granted to specific individuals, including the level of responsibility and base salary associated with the position held by such individual. Our management periodically submits to the Board for approval its recommendations in respect of the number of LTIP Awards to be granted to specific individuals.

Key Employee Retention Payments

In November 2019, the agent for our previous lumber segment lenders approved our proposed asset divestment and restructuring plan (the " ADR Plan "), which provided us additional credit support to fund our operations while we worked to implement the plan.

Pursuant to the ADR Plan, among other things, we agreed to complete certain asset divestitures to repay our lumber segment credit facility. In December 2019, we entered into an agreement for the sale of our US sawmill business, consisting of our previous El Dorado, Cross City and Glenwood mills and related operations. Disposition proceeds of $218.8 million were received in February 2020, and the credit facility was repaid in full. Prior to such sale, we also sold our Fort St. James sawmill complex and associated tenure to Hampton Lumber.

Given the financial and market conditions that existed for us in 2019, including the initiation of the aforementioned ADR Plan, the Board, following discussion with our lenders, determined that it was in our best interest to implement a program specifically designed to retain certain key employees, including certain Named Executive Officers (the " KERP Participants "), for the duration of our asset divestment and restructuring process. The Board therefore determined to make certain key employee retention payments (" KERPs "), pursuant to which the KERP Participants would be paid a one-time cash retention award if they committed to continuing their employment with us through the ADR Plan process.

The table below sets out the KERPs paid to our Named Executive Officers, which one-time payments were made in 2020 subsequent to repayment of our previous lumber segment credit facility:

Name and principal position	KERP ($)
Kenneth A. Shields Chief Executive Officer	337,920
Yuri Lewis Former Chief Financial Officer	216,600
Jordan Neeser Former Chief Financial Officer	135,200
Adam Infanti Former Executive Vice President	207,900

Risk Management

The CGHR Committee considers the implications of risks associated with our compensation policies and practices. The CGHR Committee considers the balance between the long-term objectives and short-term financial goals incorporated into our executive compensation program and whether our executive officers are potentially encouraged to expose us to inappropriate or excessive risks. Risks, if any, may be identified and mitigated through regular meetings of the CGHR Committee, which is comprised entirely of independent directors, and the Board.

Hedging

We have a policy which prohibits executive officers or directors from purchasing financial instruments for the purpose of hedging or offsetting a decrease in the market value of our equity securities. Executive officers or directors are prohibited from engaging in short sales, monetization of equity awards before vesting and transactions in derivatives involving the Shares, namely put and call options.

Compensation Governance

The CGHR Committee operates under a written Terms of Reference contained in our Corporate Governance Guidelines. Among other things, the CGHR Committee has the responsibility of assessing the performance of our Chief Executive Officer, evaluating our Chief Executive Officer's contribution to our overall success and recommending to the Board the Chief Executive Officer's level of compensation. The CGHR Committee is also

responsible for reviewing and approving the compensation of other key executive officers and directors including, as applicable, salary, bonus, incentive and other compensation levels. For further information, see the sections of this Circular entitled " Statement of Executive Compensation – Compensation Discussion and Analysis " above and " Corporate Governance – Compensation " above.

All members of the CGHR Committee have 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. For further information, see the profiles of our directors above under the section entitled " Election of Directors ".

Summary Compensation Table

The following table states the name of each Named Executive Officer and his or her annual compensation, consisting of salary, bonus and other annual compensation, and long-term compensation, for example LTIP Awards, for our three most recently completed financial years:

Name and principal position	Year	Salary ($)	Share-based awards(1) ($)	Annual Incentive Plan (non-equity compensation) ($)	Pension value ($)	All other compensation(2) ($)	Total compensatio n ($)
Kenneth A. Shields Chief Executive Officer	2020 2019 2018	512,298 645,959 544,071	268,000 324,000 319,200	200,000 nil 225,000	nil 20,625 21,375	393,845 66,021 45,045	1,374,143 1,056,605 1,154,691
Yuri Lewis(4) Former Chief Financial Officer	2020 2019 2018	380,000 380,000 332,500	nil 141,750 167,705	162,000 nil 75,000	7,125 19,000 18,717	219,752 19,483 13,427	768,877 560,233 607,349
Jordan Neeser(5) Former Chief Financial Officer	2020 2019 2018	271,250 260,000 15,833	93,800 40,500 70,000	75,000 nil nil	19,871 19,175 712	154,544 16,506 862	614,465 336,181 87,407
Adam Infanti(6) Former Executive Vice President	2020 2019 2018	132,462 315,000 277,500	nil 121,500 96,382	30,000 nil nil	9,935 19,435 18,927	216,348 20,370 14,349	388,745 476,305 407,158
Andrew McLellan(7) Vice President and General Manager, Northern Operations	2020 2019 2018	224,183 240,000 179,800	93,800 nil 29,580	75,000 60,000 nil	16,814 13,125 13,125	3,008 2,918 8,996	412,805 316,043 231,501

Notes:

(1) The reported amounts represent the grant date fair value of the Share-based awards for each reported period and do not reflect the actual value of the payout recipients may receive on any vesting of such awards. For additional information, see " Statement of Executive Compensation – Elements of Compensation " above. The fair value of any RSUs awarded during a year is based upon the closing price of our Shares on the grant date. The fair value of any PSUs awarded during a year is based on the 10-day volume weighted average price of our Shares on the grant date and the percentage of PSUs that are expected to be earned on the vesting date based upon historical norms.

(2) Includes KERP Payments to the KERP Participants as follows: (i) $337,920 paid to Ken Shields, (ii) $216,600 paid to Yuri Lewis, (iii) $135,200 paid to Jordan Neeser and (iv) $207,900 paid to Adam Infanti. For additional information on the KERP Payments, see " Key Employee Retention Payments ".

(3) A portion of Mr. Shield's salary was paid in United States dollars for the reported periods, which amount has been converted to Canadian dollars using: an average exchange rate from United States to Canadian dollars between January 1, 2018 and December 31, 2018 of 1.2957 for the 2018 period; an average rate of 1.3269 between January 1, 2019 and December 31, 2019 for the 2019 period; and an average rate of 1.3415 between January 1, 2020 and December 31, 2020 for the 2020 period. As an "inside" director, Mr. Shields does not collect any fees relating to his role as a director.

(4) Ms. Lewis retired from her position as Chief Financial Officer effective March 31, 2020.

(5) Mr. Neeser resigned as our Chief Financial Officer effective March 15, 2021.

(6) Mr. Infanti resigned from his position as Executive Vice President effective May 31, 2020.

(7) Mr. McLellan was appointed Vice President and General Manager, Northern Operations on February 10, 2020. Mr. McLellan's classification as an "executive officer" was made subsequent to the period end.

Performance Graph

The following graph compares the total cumulative return for a Shareholder who invested $100 in our Shares for the

five-year period beginning on December 31, 2015 through December 31, 2020 with the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX Paper and Forest Products Index for the same period, assuming, in each case, the reinvestment of any dividends during the covered periods.

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Conifex Timber Inc. S&P/TSX Composite Index S&P/TSX Paper & Forest Products
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Our executive compensation is generally linked to initiatives completed year-over-year and our financial performance. Trends in our returns to Shareholders are not necessarily determinative of total compensation to our NEOs, provided the vesting of certain stock awards may be dependent, in whole or in part, on our Share performance.

Outstanding Share-based Awards for Named Executive Officers

The following table states the name of each NEO, and the market or payout value of LTIP Awards that have not vested, as at December 31, 2020.


		Share-based Awards(1)
Name and Principal Position	Share-based awards that have not vested(2) (#)	Market or payout value of Share-based awards that have not vested(2)(3) ($)	Market or payout value of vested Share-based awards not paid out or distributed ($)
Kenneth A. Shields Chief Executive Officer	1,140,000	1,654,700	n/a
Yuri Lewis(4) Former Chief Financial Officer	n/a	n/a	n/a
Jordan Neeser(4) Former Chief Financial Officer	260,000	377,925	n/a
Adam Infanti(5) Former Executive Vice President	n/a	n/a	n/a
Andrew McLellan Vice President and General Manager, Northern Operations(3)	181,000	264,955	n/a

Notes:

(1) The Share-based awards represent RSUs and/or PSUs.

(2) On June 22, 2020, (i) 500,000 PSUs were issued to Mr. Shields and (ii) 175,000 PSUs were issued to each of Mr. Neeser and Mr. McLellan. Pursuant to the terms of the PSU awards as at December 31, 2020, each recipient was eligible to receive one and one-half (1.5) of a Share for each PSU granted to them in 2020 as our Shares traded at above $1.07 per Share between the grant date and December 31, 2020, subject to downward adjustment, if any, on the Measurement Date. For additional information on the Vesting PSUs, see " Statement of Executive

Compensation — Elements of Compensation —Long-term Incentive Awards " above.
(3) The reported value of unvested RSUs is based on the closing price of our Shares on December 31, 2020. The reported value of unvested PSUs is based on the 10-day volume weighted average price of our Shares on December 31, 2020, and the percentage of unvested PSUs which are expected to be earned on the vesting date based upon historical norms.
(4) Mr. Neeser resigned as our Chief Financial Officer effective March 15, 2021. Ms. Lewis retired from her position as Chief Financial Officer effective March 31, 2020.
(5) Mr. Infanti resigned from his position as Executive Vice President effective May 31, 2020.

Incentive Plan Awards – Value Vested or Earned During the Year for Named Executive Officers

The table below discloses the aggregate dollar value that would have been realized by a NEO if any stock options under option-based awards had been exercised on the vesting date, and the aggregate dollar value realized upon vesting of Share-based awards by a NEO.

Name and Principal Position	Share-based awards – value vested during the year ($)(1)
Kenneth A. Shields Chief Executive Officer	102,000
Yuri Lewis(2) Former Chief Financial Officer	37,013
Jordan Neeser(2) Former Chief Financial Officer	nil
Adam Infanti(3) Former Executive Vice President	32,900
Andrew McLellan Vice President and General Manager of Northern Operations	6,800

Notes:

(1) Amounts represent the aggregate dollar value of LTIP Awards that vested in 2020. Values are based upon the closing price of our Shares on the vesting date.

(2) Mr. Neeser resigned as our Chief Financial Officer effective March 15, 2021. Ms. Lewis retired from her position as Chief Financial Officer effective March 31, 2020.

(3) Mr. Infanti resigned from his position as Executive Vice President effective May 31, 2020.

During the most recently completed financial year, the Named Executive Officers did not exercise any stock options under our Incentive Plan. During the most recently completed financial year, 1,100,000 LTIP Awards were granted to our employees. As at December 31, 2020, there were 1,969,875 LTIP Awards outstanding under our Incentive Plan.

Pension Plan Benefits

We provide a defined contribution plan (the " Pension Plan ") for all full-time regular salaried employees and certain part-time salaried employees based upon prescribed eligibility criteria. The accumulated value of our Pension Plan as at January 1, 2020 and December 31, 2020 for each NEO is set forth in the table below:

	Accumulated value at	Compensatory	Non-compensatory	Accumulated value
	start of year	change	change	at year end
Name and Principal Position	($)	($)	($)	($)
Kenneth A. Shields(1) Chief Executive Officer	nil	n/a	n/a	nil
Yuri Lewis(2) Former Chief Financial Officer	265,455	7,125	(272,580)	nil
Jordan Neeser(2) Former Chief Financial Officer	28,746	19,871	14,123	62,740
Adam Infanti Former Executive Vice President(3)	206,757	9,935	(216,692)	nil
Andrew McLellan(4) Vice President and General Manager of Northern Operations	70,473	16,814	16,048	103,335

Notes:

(1) Mr. Shields' accumulated pension value as at December 31, 2019 was transferred to him in 2019. We no longer administer or contribute to any pension for Mr. Shields.

(2) Mr. Neeser resigned as our Chief Financial Officer effective March 15, 2021. Ms. Lewis retired from her position as Chief Financial Officer effective March 31, 2020.
(3) Mr. Infanti resigned from his position as Executive Vice President effective May 31, 2020.
(4) Mr. McLellan was appointed Vice President and General Manager, Northern Operations on February 10, 2020.

We contribute a base percentage to the Pension Plan for each plan member and also match each plan member's optional contribution up to a maximum contribution limit. Our contribution vests immediately. Upon normal or early retirement, the value of the member's account is used to provide a retirement annuity as at that date.

Termination and Change of Control Benefits

Kenneth A. Shields

Mr. Shields, our Chief Executive Officer, entered into an employment agreement with us during the fiscal year ended December 31, 2016. Pursuant to the agreement, we paid Mr. Shields an annual base salary of $650,000 (subject to annual review) and an annual discretionary bonus and provide him certain benefits and customary perquisites. The agreement also entitles Mr. Shields to receive LTIP Awards under our Incentive Plan.

If Mr. Shields' employment is terminated by us other than for just cause or by Mr. Shields for good reason, he will be entitled to any accrued benefits and any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the date of termination, and a severance amount, payable in substantially equal installments over twelve months, equal to one times the sum of: (i) his current annual base salary and (ii) the higher of (A) his current annual bonus and (B) the highest variable pay and incentive bonus received by him in the three fiscal years prior to termination. Assuming Mr. Shields' employment was terminated by us other than for just cause or by Mr. Shields for good reason effective December 31, 2020, we would have been required to make a severance payment to him in the aggregate amount of $875,000 pursuant to the terms of his employment agreement.

If Mr. Shields' employment is terminated by us other than for just cause or by Mr. Shields for good reason in contemplation of, or within eighteen months of, a change of control, he will be entitled to any accrued benefits and a lump sum cash payment equal to two times the sum of: (i) his current annual base salary, and (ii) the higher of (A) his then current annual bonus and (B) the highest variable pay and incentive bonus received by him for the three fiscal years prior to termination, and all unvested options or equity awards granted by us to Mr. Shields during the term of his employment agreement shall become fully and immediately exercisable. Assuming Mr. Shields' employment was terminated by us other than for just cause or by Mr. Shields for good reason in contemplation of, or within eighteen months of, a change of control effective December 31, 2020, we would have been required to make a lump sum cash payment to Mr. Shields in the aggregate amount of $1,750,000 pursuant to the terms of his employment agreement.

Subsequent to period end, Mr. Shields voluntarily reduced his annual base salary to $500,000. On that basis, if Mr. Shields employment was terminated by us other than for just cause or by Mr. Shields for good reason, we would be required to make a severance payment to Mr. Shields of $725,000, and if such termination or resignation was in contemplation of, or within eighteen months of, a change of control, the severance payment would be $1,450,000.

Yuri Lewis

Ms. Lewis retired from her position as Chief Financial Officer effective March 31, 2020. In connection with her retirement, we agreed to pay Ms. Lewis twelve (12) equal monthly payments of $49,666 in respect of base salary and annual bonus, payable with our standard payroll. If there was a "change of control", the unpaid portion of the foregoing payments were agreed to be paid to Ms. Lewis in a single lump sum payment immediately following such change of control. In addition, a total of 78,759 of Ms. Lewis's RSUs were vested effective the date of her retirement.

Jordan Neeser

Mr. Neeser, our former Chief Financial Officer, entered into an employment agreement with us during 2020 with respect to his position as Chief Financial Officer. Pursuant to the agreement, we paid Mr. Neeser an annual base salary of $275,000 (subject to annual review) and an annual discretionary bonus and provided him certain benefits and customary perquisites. The agreement also entitled Mr. Neeser to receive LTIP Awards under the Incentive Plan.

If Mr. Neeser's employment was terminated by us other than for just cause or by Mr. Neeser for good reason, he was entitled to any accrued benefits and any unpaid amounts payable under the Incentive Plan with respect to the fiscal

year ending on or preceding the date of termination, and a severance amount, payable in substantially equal installments over twelve months, equal to one times the sum of: (i) his current annual base salary and (ii) the higher of (A) his current annual bonus and (B) the highest variable pay and incentive bonus received by him in the three fiscal years prior to termination. Assuming Mr. Neeser's employment was terminated by us other than for just cause or by Mr. Neeser for good reason effective December 31, 2020, we would have been required to make a severance payment to Mr. Neeser in the aggregate amount of $350,000 pursuant to the terms of his employment agreement.

If Mr. Neeser's employment was terminated by us other than for just cause or by Mr. Neeser for good reason in contemplation of, or within eighteen months of, a change of control, he was entitled to any accrued benefits and a lump sum cash payment equal to one and a half times the sum of: (i) his current annual base salary and (ii) the higher of (A) his then current annual bonus and (B) the highest variable pay and incentive bonus received by him for the three fiscal years prior to termination, and all unvested options or equity awards granted by us to Mr. Neeser during the term of his employment agreement shall become fully and immediately exercisable. Assuming Mr. Neeser's employment was terminated by us other than for just cause or by Mr. Neeser for good reason in contemplation of, or within fifteen months of, a change of control effective December 31, 2020, we would have been required to make a lump sum cash payment to Mr. Neeser in the aggregate amount of $525,000 pursuant to the terms of his employment agreement.

Mr. Neeser resigned from his position as Chief Financial Officer effective March 15, 2021.

Adam Infanti

Mr. Infanti's last day of employment with us was May 31, 2020. In connection with his resignation, Mr. Infanti received a one-time cash payment of $30,000 in lieu of any accrued vacation to the date of his resignation. In addition, a total of 70,000 of Mr. Infanti's RSUs were vested effective the date of his resignation.

Andrew McLellan

Mr. McLellan, our Vice President and General Manager, Northern Operations, entered into an employment agreement with us during the fiscal year ended December 31, 2020. Pursuant to the agreement, we pay Mr. McLellan an annual base salary of $230,000 (subject to annual review) and an annual discretionary bonus and provide him certain benefits and customary perquisites. The agreement also entitles Mr. McLellan to receive LTIP Awards under the Incentive Plan.

If Mr. McLellan's employment is terminated by us other than for just cause or by Mr. McLellan for good reason, he will be entitled to any accrued benefits and any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the date of termination, and a severance amount, payable in substantially equal installments over twelve months, equal to one times the sum of: (i) his current annual base salary and (ii) the average of the bonus payments received by him in the three fiscal calendar years preceding termination. Assuming Mr. McLellan's employment was terminated by us other than for just cause or by Mr. McLellan for good reason effective December 31, 2020, we would have been required to make a severance payment to Mr. McLellan in the aggregate amount of $275,000 pursuant to the terms of his employment agreement.

If Mr. McLellan's employment is terminated by us other than for just cause or by Mr. McLellan for good reason in contemplation of, or within twelve months of, a change of control, he will be entitled to any accrued benefits and a lump sum cash payment equal to one and a quarter times the sum of (i) his current annual base salary and (ii) the average of the bonus payments received by him in the three fiscal calendar years preceding termination, and all unvested options or equity awards granted by us to Mr. McLellan during the term of his employment agreement shall become fully and immediately exercisable. Assuming Mr. McLellan's employment was terminated by us other than for just cause or by Mr. McLellan for good reason in contemplation of, or within twelve months of, a change of control effective December 31, 2020, we would have been required to make a lump sum cash payment to Mr. McLellan in the aggregate amount of $343,750 pursuant to the terms of his employment agreement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table sets forth information relating to our Incentive Plan as at December 31, 2020.

		Number of securities to be issued upon exercise of outstanding awards (a)	Weighted-average exercise price of outstanding awards (b)	Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a)) (c)
Plan category	Plan name
Equity compensation plans approved bysecurityholders	Long-term Incentive Plan	1,969,875	n/a	1,485,515

The Incentive Plan

Our Incentive Plan is available to our directors, key employees and consultants, as determined by the Board. A total of 4,575,000 shares are approved for issuance under the Incentive Plan.

So long as it may be required by the rules and policies of the applicable stock exchange (the " Exchange ") upon which the Shares are listed for trading, (a) the total number of Shares issuable to any participant under the Incentive Plan, at any time, together with Shares reserved for issuance to such participant under any other of our security-based compensation arrangements, shall not exceed 5% of the issued and outstanding Shares, unless we obtain disinterested Shareholder approval and (b) the total number of Shares issuable to insiders within any one-year period and at any given time under the Incentive Plan, together with any other of our security-based compensation arrangement, shall not exceed 10% of the issued and outstanding Shares. The total number of Shares issuable to non-executive directors under the Incentive Plan shall not exceed 1% of the issued and outstanding Shares. Except as otherwise determined by the Board, neither awards nor any rights under any such awards granted under the Incentive Plan shall be assignable or transferable.

The Board may at any time, in its sole and absolute discretion, amend, suspend, terminate or discontinue the Incentive Plan and may amend the terms and conditions of any grants thereunder, subject to (a) any required approval of any applicable regulatory authority or the Exchange; and (b) approval of our Shareholders as required by the rules of the Exchange or applicable law, provided that Shareholder approval shall not be required for the following amendments: (i) amendments of a "housekeeping nature"; (ii) any amendment for the purpose of curing any ambiguity, error or omission in the Incentive Plan or to correct or supplement any provision of the Incentive Plan that is inconsistent with any other provision of the Incentive Plan; (iii) an amendment which is necessary to comply with applicable law or Exchange requirements; (iv) amendments respecting administration and eligibility for participation under the Incentive Plan; (v) changes to terms and conditions on which awards may be or have been granted pursuant to the Incentive Plan, including changes to the vesting provisions and terms of any awards; (vi) amendments which alter, extend or accelerate the terms of vesting applicable to any award; and (vii) changes to the termination provisions of an award or the Incentive Plan which do not entail an extension beyond the original fixed term. If the Incentive Plan is terminated, prior awards shall remain outstanding and in effect in accordance with their applicable terms and conditions. The Board may waive any conditions or rights under, or amend any terms of, any awards, provided that no such amendment or alteration shall be made which would impair the rights of any participant, without such participant's consent, unless the Board determines that such amendment or alteration either: (i) is required or advisable in order to conform to any law, regulation or accounting standard; or (ii) is not reasonably likely to diminish the benefits provided under such award.

Restricted Share Units. The Incentive Plan provides that the Board may, from time to time, in its sole discretion, grant awards of RSUs to directors and key employees. Each RSU shall represent one Share. RSUs shall be subject to such restrictions as the Board may establish in the applicable award agreement. All RSUs will vest and become payable by the issuance of Shares at the end of the applicable restriction period if all applicable restrictions have lapsed. Restrictions on any RSUs shall lapse immediately and become fully vested in the participant upon a change of control. Upon the death of a participant, subject to the applicable award agreement, any RSUs that have not vested will be immediately forfeited and cancelled without payment, provided that any RSUs granted to such participant that had vested prior to the participant's death will accrue to the participant's estate in accordance with the Incentive Plan. If a participant's employment is terminated for cause, any RSUs granted to the participant will

immediately terminate without payment and be cancelled as of the termination date. If a participant's employment is terminated without cause, is voluntarily terminated by the participant or termination is due to the participant's retirement or disability, any RSUs granted to the participant will, subject to the applicable award agreement, immediately terminate without payment and be cancelled as of the termination date, provided, however, that any RSUs granted to such participant that had vested prior to the participant's termination without cause, voluntary termination, retirement or disability will accrue to the participant in accordance with the Incentive Plan. No RSUs may be redeemed by a participant at any time during a leave of absence. In the case of directors, if a participant ceases to be a director for any reason, RSUs granted to such participant will immediately terminate without payment and be cancelled, provided, however, that any RSUs granted to such participant that had vested prior to the participant ceasing to be a director will accrue to the participant in accordance with the Incentive Plan.

Performance Share Units. The Incentive Plan provides that the Board may, from time to time, in its sole discretion, grant awards of PSUs to key employees. Each PSU shall, contingent upon the attainment of the performance criteria within the applicable performance cycle, represent one Share. The performance criteria will be established by the Board, which, without limitation, may include criteria based on the participant's individual performance and/or our and our subsidiaries' financial performance, which will determine vesting of the PSUs. The Board may, in its sole discretion, revise the performance criteria during a performance cycle or after it has ended, if unforeseen events occur, including, without limitation, changes in capitalization, equity restructuring, acquisitions or divestitures, if such events have a substantial effect on our financial results and make the application of the performance criteria unfair absent a revision.

All PSUs will vest and become payable to the extent that the performance criteria are satisfied in the sole determination of the Board. PSUs granted to a participant shall become fully vested and payable to such participant within 95 days after the last day of the performance cycle or upon a change of control. Upon the death of a participant, subject to the applicable award agreement, all PSUs granted to the participant which, prior to the participant's death, had not vested, will immediately be forfeited and cancelled without payment, provided, however, that the Board may determine, in its discretion, the number of the participant's PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed. If a participant's employment is terminated for cause, any PSUs granted to the participant will immediately terminate without payment and be cancelled as of the termination date. If a participant's employment is terminated without cause, by voluntary termination, or if the participant's employment terminates due to retirement or disability, all PSUs granted to the participant which, prior to such termination without cause, voluntary termination, retirement or disability, had not vested, will immediately be forfeited and cancelled without payment, provided, however, that the Board may determine, in its discretion, the number of the participant's PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed. No PSUs may be redeemed by a participant at any time during a leave of absence.

Deferred Share Units. The Incentive Plan provides that the Board may, from time to time, in its sole discretion, grant awards of DSUs to directors in lieu of director fees. Directors may also elect to receive any or all of their fees in DSUs in lieu of cash. A director becomes a participant effective as of the date he or she is first appointed or elected as a director and ceases to be a participant at the time he ceases to be a director for any reason. The number of DSUs to be granted to a participant shall be calculated by dividing the amount of fees by the market price on the grant date.

Each participant shall be entitled to receive, subsequent to the effective date that the participant ceases to be a director for any reason, either (a) that number of Shares equal to the number of DSUs granted to such participant; or (b) a cash payment in an amount equal to the market price of the DSUs granted to such participant on the trading day following the day that the participant ceases to be a director, net of applicable withholdings, and subject to adjustments if the value of a DSU is determined during applicable black-out periods. Upon the death of a participant, such participant's estate shall be entitled to receive, within 120 days, a cash payment or Shares that would otherwise have been payable upon such participant ceasing to be a director.

Options . The Incentive Plan provides that the Board may, from time to time, in its discretion, grant awards of options to directors, key employees and consultants. The number of options to be granted, the exercise price and the time(s) at which an option may be exercised shall be determined by the Board in its sole discretion, provided that the exercise price of options shall not be lower than the exercise price permitted by the Exchange, and further provided that the term of any option shall not exceed ten years. So long as it may be required by the rules and policies of the Exchange, options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the

issued Shares in any twelve-month period to any one consultant or to key employees conducting investor relations activities.

In the event of a change of control, each outstanding option shall automatically become fully and immediately vested and exercisable, subject to the policies of the Exchange. Upon the death of an optionee, any option held by such optionee shall be exercisable by the person(s) to whom the rights of the optionee under the option shall pass by will or the laws of descent and distribution for a period of 120 days or prior to the expiration of the option period in respect of the option, whichever is sooner, and then only to the extent that such optionee was entitled to exercise the option at the date of death of such optionee. If an optionee shall cease to be an eligible person for cause, no option held shall be exercisable following the date on which such optionee ceases to be an eligible person. If an optionee ceases to be an eligible person by reason of termination without cause, by voluntary termination or in the case of retirement, subject to the applicable award agreement, any option held shall remain exercisable in full for a period of 60 days after the date on which the optionee's employment is terminated without cause, voluntarily or due to retirement or prior to the expiration of the option period in respect of the option, whichever is sooner, and then only to the extent that such optionee was entitled to exercise the option at such time. If an optionee becomes afflicted by a disability, all options granted to the optionee will continue to vest in accordance with the terms of such options. Where a participant's employment is terminated due to disability, subject to the applicable award agreement, any option held by such optionee shall remain exercisable for a period of 120 days after the date of termination due to disability of the optionee or prior to the expiration of the option period in respect of the option, whichever is sooner, and then only to the extent that such optionee was entitled to exercise the option at the date of termination.

AUDIT COMMITTEE

For information regarding our Audit Committee, refer to our AIF, under the heading " Audit Committee Disclosure ". The AIF is available under our profile on SEDAR at www.sedar.com.

APPOINTMENT OF AUDITOR

Our management will recommend at the Meeting that Shareholders appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our auditor until the next annual meeting of Shareholders and to authorize the directors to fix their remuneration.

NORMAL COURSE ISSUER BID

On November 15, 2020, we announced a normal course issuer bid (" NCIB "), which permits us to purchase, during the twelve-month period commencing on December 1, 2020 and ending on November 30, 2021, up to 2,944,320 Shares, which represents approximately 10% of our public float as at the commencement of the NCIB. Under TSX rules, we are permitted to purchase daily a maximum of 12,500 Shares, representing 25% of the average daily trading volume of 50,000 Shares over the six-month period ending October 31, 2020, subject to certain exemptions for block purchases.

Pursuant to the NCIB, we may not repurchase more than (i) $5 million of our Shares between the period of December 1, 2020 and September 30, 2021 and (ii) $5 million of our Shares between the period of October 1, 2021 and the expiry of the NCIB. All purchases are made through open market transactions through the facilities of the TSX or other Canadian alternative trading systems and must conform to their rules and regulations. The price to be paid by us for any Shares is the market price at the time of acquisition.

All Shares purchased pursuant to the NCIB are cancelled. We purchased and cancelled a total of 584,400 Shares under the NCIB in December 2020 and 338,400 in March 2021. Shareholders may obtain, without charge, a copy of the notice of the NCIB filed by us with the TSX by contacting our Chief Financial Officer at the contact details under the heading "Additional Information" below.

REGISTRAR AND TRANSFER AGENT

Our registrar and transfer agent is Computershare Investor Services Inc., 510 Burrard Street, 3rd Floor, Vancouver, British Columbia V6C 3B9.

OTHER BUSINESS

Our management knows of no other matters to come before the Meeting other than as referred to in the Notice. However, if any other matter(s) which are not known to our management shall properly come before the Meeting, the proxy given pursuant to the solicitation by our management will be voted on such matter(s) in accordance with the best judgment of the person(s) voting the proxy.

SHAREHOLDER PROPOSALS

The final date by which we must receive any proposals for any matter that a person entitled to vote at an annual meeting of Shareholders proposes to raise at the next annual meeting of Shareholders is March 25, 2022, subject to the requirements of the Canada Business Corporations Act , R.S.C., 1985, c. C-44 .

ADDITIONAL INFORMATION

Additional information relating to us is available on SEDAR at www.sedar.com. Shareholders may contact us to request copies of our financial statements and management's discussion and analysis by sending a written request to 980-700 West Georgia Street, Vancouver, British Columbia V7Y 1B6, Attention: Chief Financial Officer. Financial information is provided in our comparative financial statements and management's discussion and analysis for our fiscal year ended December 31, 2020, which are also available on SEDAR.

APPROVAL OF CIRCULAR

The undersigned hereby certifies that the contents and the sending of this Circular have been approved by the Board.

DATED at Vancouver, British Columbia, Canada, as of the 14th day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF CONIFEX TIMBER INC.

/s/ Kenneth A. Shields Kenneth A. Shields Chairman, Chief Executive Officer and President

Schedule "A" Terms of Reference for the Board (see attached)

TERMS OF REFERENCE FOR THE BOARD

1. PURPOSE

1.1 The directors are responsible for managing or supervising the management of the business and affairs of the Company. Directors do not conduct day-to-day management of the Company, which is the responsibility of the executive officers.
1.2 In discharging their responsibility, among other things, the directors should:
(i) require management to develop and maintain a strategic planning process and to bring its strategic and operating plans to the Board for review and approval on an annual basis or such other basis as may be required by the Board;
(ii) approve all capital plans and establish priorities in the allocation of funds for major capital projects on an annual basis or such other basis as may be required by the Board;
(iii) require management to implement appropriate procedures and systems to attempt to identify the principal risks to the Company's business;
(iv) plan for senior management succession, including the appointment of and monitoring of senior management's performance;
(v) require senior management to develop and maintain a strategy to communicate effectively with its security holders, investment analysts and the public generally and to accommodate and address feedback from security holders;
(vi) require management to maintain internal control and management information systems and, through Board committees or otherwise, to monitor these systems as it considers fit;
(vii) require senior management to implement systems to ensure that the Company operates within applicable laws and regulations;
(viii) review and approve and, as required, revise the environmental policies and compliance programs of the Company and monitor the Company's environmental management systems and results;
(ix) review actual results achieved by the Company against the objectives contained in the Company's plans and implement or cause to be implemented corrective action where indicated;
(x) arrange for the operating results of the Company to be presented by management to the Board on a regular basis;
(xi) require that the Board be kept reasonably informed of the Company's activities and performance and take appropriate action to correct inadequate performance;
(xii) authorize the issuance of equity and debt securities of the Company;
(xiii) approve all public disclosure by the Company including press releases, financial results, management's discussion and analysis, material change reports, prospectuses and other public continuous disclosure documents other than: (a) interim quarterly financial statements and quarterly earnings releases, which may be approved by the Audit Committee; (b) press releases and public disclosure in the ordinary course of the Company's operations which do not include any earnings announcements, which may be

A-1

TERMS OF REFERENCE FOR THE BOARD

approved by the Company's Chief Executive Officer or Chief Financial Officer, in consultation with the Company's legal counsel; and (c) press releases resulting from emergency or urgent situations which may be approved by the Company's Chief Executive Officer or Chief Financial Officer, in consultation with the Company's legal counsel; and

(xiv) review and consider all reports and recommendations of the Corporate Governance and Human Resources Committee and approve all compensation of executive officers (including the Chief Executive Officer) and directors.
1.3 The Board will give direction and guidance to management and will also keep management informed of its evaluation of the performance of the Company and of its senior officers in achieving and carrying out the Board's established goals and policies, and in advising management of any remedial action or changes which it may consider to be necessary.

2. ORGANIZATION OF THE BOARD

2.1 The composition of the Board shall comply with applicable corporate and securities laws. In addition, it shall be comprised of a majority of directors who qualify as "independent directors" for the purposes of the corporate governance guidelines established by the TSX, or such other stock exchange as the common shares of the Company may then be listed.
2.2 Each year the Board shall review the relationship that each director has with the Company in order to satisfy themselves that the independence criteria have been met.
2.3 Directors are expected to exercise their business judgment to act in good faith, on an informed basis and in what they reasonably believe to be the best interest of the Company and its shareholders. Directors are expected to attend the meetings of the Board and the committees on which they serve and to review in advance materials distributed before the meeting.
2.4 The Board believes that director attendance at shareholder meetings is appropriate and can assist directors in carrying out their duties. When directors attend shareholder meetings, they are able to hear directly shareholder concerns regarding the Company. The Board expects that directors will attend annual shareholder meetings.
2.5 Directors should become shareholders of the Company within sixty days after their election to the Board. Non-employee directors generally receive common shares when they are reelected. The Board believes that the number of common shares of the Company owned by each director is a personal decision. The Board maintains a target share ownership guideline for non-employee directors equal to three times the amount of cash retainer for Board service, with three years as the expected time to achieve the target.
2.6 Directors shall not serve on the board of more than four (4) public companies, including the Company, except with the prior approval of the Corporate Governance and Human Resources Committee.
2.7 There is no limit on the number of terms a director may serve, however, unless the Board authorizes an exception, a director shall not stand for re-election after his or her 72nd birthday.
2.8 As part of every regularly scheduled quarterly meeting of the Board, the non-management directors shall meet in the absence of management. Such executive sessions shall be chaired by the Chair if he or she is a non-executive director or otherwise the Lead Director and may be held in person or by teleconference or other means of telecommunications acceptable to the nonmanagement directors.

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2.9 The Board will annually:
(i) appoint an Audit Committee, a Corporate Governance and Human Resources Committee and an Environmental, Health and Safety Committee and establish the duties, powers and responsibilities of these committees;
(ii) appoint a Chair of the Board and prescribe his or her duties and responsibilities;
(iii) appoint the Chief Executive Officer of the Company and prescribe his or her duties and responsibilities;
(iv) appoint a Lead Director, if the same person is appointed as Chair and Chief Executive Officer or the Chair is not "independent" under applicable law or the rules of any exchange or quotation system upon which the Company's securities are listed or quoted; and
(v) on the recommendation of the Chief Executive Officer, appoint the officers of the Company reporting directly to the Chief Executive Officer, approve all changes therein, and approve the senior management structure of the Company.
2.10 The Board shall meet at least 4 times each year on dates determined by the Board and also at any other time(s) at the call of the Chair or of any two members of the Board. Board meetings may be called on 48 hours' notice.
2.11 In the event of a change of the status or credentials underlying a director's appointment to the Board, the director so affected should, on his or her own initiative, discuss the change with the Chair of the Corporate Governance and Human Resources Committee so that there is an opportunity for the Board through the Corporate Governance and Human Resources Committee to review the continued appropriateness of Board membership under his or her new circumstances. Each case will be dealt with on its own merits, but as a rule a director is expected to tender his or her resignation if there is a change in his or her credentials and circumstances.
2.12 In an uncontested election, any nominee for director who receives a greater number of votes "withheld" from his or her election than votes "for" such election (a "majority withheld vote") will promptly tender his or her resignation as a director. The Corporate Governance and Human Resources Committee, without participation by any director so tendering his or her resignation, will consider the resignation offer and recommend to the Board whether to accept it. The Board, without participation by any director so tendering his or her resignation, will act on the Corporate Governance and Human Resources Committee's recommendation within 90 days following certification of the shareholder vote. The Company will promptly disclose the Board's decision, and, if the Board rejects the resignation offer, the Board's reasons for that decision. If each member of the Corporate Governance and Human Resources Committee received a majority withheld vote at the same election, then the independent Directors who did not receive a majority withheld vote will act as a committee to consider the resignation offers and recommend to the Board whether to accept them. This policy shall be disclosed in each information circular relating to the election of the Company's directors.
2.13 Unless specified otherwise, the following procedural rules apply to committees of the Board:
(i) each committee shall meet on the call of the Chair of the committee or of two members of the committee or of the Chair of the Board or the Chief Executive Officer;

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(ii) the quorum for the conduct of business of a committee shall be a majority of the number of its members. The committee shall have full power and authority to act notwithstanding that there may be one or more vacancies in its membership;
(iii) unless the Board shall have appointed a Chair of the committee, the members of that committee shall elect a Chair from amongst their number;
(iv) the Chair of a committee shall appoint a Secretary to take minutes of meetings and otherwise record the proceedings of the committee. Failing such appointment, the Chair of the committee shall also act as its Secretary;
(v) notice of a committee meeting shall be given by the Chair or the Secretary orally or in writing at least 48 hours before a meeting;
(vi) in the exercise of its absolute discretion, the Board may remove or replace any member of any committee and may fill any vacancies. Any member of a committee who shall for any reason cease to be a director of the Company shall ipso facto cease to be a member of that committee;
(vii) any committee may appoint sub-committees of one or more people, a majority of whom must be members of the committee; and
(viii) except as otherwise prescribed by the Board, the Articles and Bylaws of the Company applicable to the conduct and meetings of the Board shall apply mutatis mutandis to all committees.

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TERMS OF REFERENCE FOR THE BOARD

INDICATIVE SCHEDULE FOR BOARD MATTERS

*Agenda Items*	F	M	J	A	N
Review of Plans and Reports (i) Review strategic and operating plan					
(ii) Approve capital plans and establish priorities for allocating funds for major capitalprojects					
(iii) Review environmental policies and compliance programs recommended by the Environmental, Health and Safety Committee and all reports of such committee					
(iv) Review operatingresults					
(v) Review all reports of the Corporate Governance and Human Resources Committee and approve compensation of executive officers and directors					
(vi) Review major proposed changes in labour relations policy, pricing policy or the operationofafacility (asneeded)					
(vii) Review Code of Conduct			
Appointment of Committees (i) Appoint Audit Committee, Corporate Governance and Human Resources Committee and Environmental, Health and Safety Committee and the Chairs thereof			
Appointment of Officers (i) Appoint the Chief Executive Officer, Chair, Lead Director and other officers and establishpowers andresponsibilities			
(ii) Approve all changes to offices and approve the senior management structure ofthe Company (asneeded)			

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Conifex Timber Inc. — AGM Information 2021

46084_rns_2021-05-20_0dca9683-38dc-4c7a-9d6a-312a3930e587.PDF