Finning International Inc. — Proxy Solicitation & Information Statement 2020

Mar 27, 2020

FINNING BAT

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

Intermediary

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Voting Instruction Form ("VIF") - Annual Meeting to be held on Tuesday, May 5, 2020

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person (see paragraph 3), your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
3. If you want to attend and vote at the meeting, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.
6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
8. Your voting instructions will be recorded on receipt of the VIF.
9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
11. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 2:00 p.m. (Pacific Time) on May 1, 2020.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-734-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com

To Attend the Meeting Online

• You can attend the meeting online by visiting the URL provided on the back of this VIF, provided you have followed the instructions in paragraph 3.

If you vote by telephone or the Internet, DO NOT mail back this VIF. If you wish to vote by attending the meeting online, you must return this VIF with your name inserted in the place provided (see paragraph 3).

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet or by Attending the Meeting Online are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the three voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01KGBB

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Appointee(s)

Management Appointee(s) are: Harold N. Kvisle, or failing him, L. Scott Thomson

OR

Online attendance: If you wish to attend online or appoint someone else to attend online on your behalf, YOU MUST go to www.computershare.com/finning and provide Computershare with your name and e-mail address or the name and e-mail address of the person you are appointing. Computershare will use this information ONLY to provide you or your appointee with a control number to gain entry to the online meeting.

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Annual Meeting of shareholders of Finning International Inc. to be held online at https://web.lumiagm.com/286264372, on May 5, 2020 at 2:00 p.m. (Pacific Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

	For	Withhold		For	Withhold		For	Withhold
01. Vicki L. Avril	☐	☐	02. James E.C. Carter	☐	☐	03. Jacynthe Côté	☐	☐
04. Nicholas Hartery	☐	☐	05. Mary Lou Kelley	☐	☐	06. Andrés Kuhlmann	☐	☐
07. Harold N. Kvisle	☐	☐	08. Stuart L. Levenick	☐	☐	09. Kathleen M. O'Neill	☐	☐
10. Christopher W. Patterson	☐	☐	11. Edward R. Seraphim	☐	☐	12. L. Scott Thomson	☐	☐
							For	Withhold

2. Appointment of Auditor

Appointment of Deloitte LLP as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

3. Advisory Vote on Executive Compensation

To consider and approve, on an advisory basis, an ordinary resolution to accept the Corporation's approach to executive compensation, as described in the management proxy circular for the meeting.

For	Against
☐	☐

Authorized Signature(s) - This section must be completed for your instructions to be executed.

If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

Signature(s)	Date
	MM / DD / YY

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

FTTQ 292706 AR1 +

01KGCB