Finning International Inc. — Proxy Solicitation & Information Statement 2020

Mar 27, 2020

==> picture [99 x 14] intentionally omitted <==

ANNUAL MEETING OF FINNING INTERNATIONAL INC. NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as Finning International Inc. (the “Corporation”) is utilizing the notice and access model for delivery of meeting materials to its shareholders. Under notice and access, shareholders will receive a proxy or voting instruction form enabling them to vote at the Corporation’s meeting. However, instead of a paper copy of the Management Proxy Circular, shareholders receive this notice with information on how they may access the Management Proxy Circular electronically. The use of this alternative method of delivery is more environmentally friendly and cost effective.

This year, shareholders will attend our virtual only annual meeting online and will vote online, or by proxy at the meeting. Please refer to the section “How to vote” in the Corporation’s 2020 Management Proxy Circular for details on how to vote online or by proxy at the meeting.

MEETING DATE AND LOCATION:

WHEN: WHERE:

Tuesday, May 5, 2020 at 2:00 pm Pacific Time

Virtual only meeting via live audio webcast online at https://web.lumiagm.com/286264372 (see below for information on how to attend online)

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

ELECTION OF DIRECTORS : Shareholders will be asked to elect directors. Information respecting the election of directors may be found in the “About the nominated directors” section of the Management Proxy Circular.

APPOINTMENT OF AUDITOR : Shareholders will be asked to appoint the auditor and to empower the directors to determine the auditor’s remuneration. Information respecting the appointment of the auditor may be found in the “Business of the Meeting” (Appoint the auditor) section of the Management Proxy Circular.

SAY ON PAY : Shareholders will be asked to consider and approve, on an advisory basis, an ordinary resolution to accept the Corporation’s approach to executive compensation, which is more fully described in the “Business of the Meeting” (Participate in our advisory vote on executive pay) section of the Management Proxy Circular.

SHAREHOLDERS ARE REMINDED TO VIEW THE MANAGEMENT PROXY CIRCULAR PRIOR TO VOTING

WEBSITES WHERE THE MANAGEMENT PROXY CIRCULAR IS POSTED

The Management Proxy Circular can be viewed online at www.SEDAR.com or at the Corporation’s website at www.finning.com/governance.

HOW TO OBTAIN A PAPER COPY OF THE MANAGEMENT PROXY CIRCULAR

Beneficial shareholders may request that a paper copy of the Management Proxy Circular be sent to them by regular mail free of charge. If you would like to receive a paper copy of the Management Proxy Circular call the Corporation Toll Free at 1-888-346-6464 within North America and outside North America at 1-604-691-6444. Requests should be received at least five business days in advance of the proxy deposit date set out in the accompanying proxy or voting instruction form to receive the Management Proxy Circular in advance of the proxy deposit date and the meeting date.

STRATIFICATION

The Corporation is only providing a paper copy of its Management Proxy Circular to its registered shareholders and to those beneficial shareholders who have previously requested to receive paper materials.

VOTING

Non-registered beneficial shareholders are asked to register their vote by using the following methods at least one business day in advance of the proxy deposit date noted on your voting instruction form:

ONLINE: Non-registered beneficial shareholders who have not duly appointed themselves as proxyholder will not be able to attend or participate at the meeting. Shareholders who wish to appoint a third party proxyholder to represent them at the meeting online (including nonregistered beneficial shareholders who wish to appoint themselves as proxyholder to attend and participate online at the meeting) MUST submit their duly completed proxy or voting instruction form AND register their proxyholder by no later than 2:00 p.m. Pacific time on May 1, 2020.

INTERNET: www.proxyvote.com TELEPHONE: Canada: 1-800-474-7493 (English) or 1-800-474-7501 (French) U.S.: 1-800-454-8683 MAIL: Data Processing Centre PO Box 3700 STN Industrial Park Markham, Ontario L3R 9Z9

For more information on how to attend and participate at the meeting, how to deposit a proxy, how to appoint a proxyholder and how to vote, including how to register to be able to attend and vote at the meeting online, please refer to the section “How to vote” in the Corporation’s 2020 Management Proxy Circular dated March 13, 2020.

Shareholders with questions about notice and access can call Computershare Investor Services Inc. at 1-866-964-0492.

Page 2