Finning International Inc. — Proxy Solicitation & Information Statement 2023

Mar 31, 2023

Notice of 2023 annual meeting

You’re invited to Finning International Inc.’s annual meeting of shareholders.

When

Where

Saltspring Island Room, Fairmont Hotel Vancouver 900 West Georgia Street Vancouver, British Columbia

Tuesday, May 9, 2023 2:00 p.m. Pacific time

You’re entitled to receive notice of and to vote at the meeting if you held your common shares at the close of business on March 16, 2023 (the record date).

You can vote by proxy or in person at the meeting. The meeting will be held in accordance with any health authority restrictions in effect at the time of the meeting and in a manner that prioritizes the health and safety of our employees, shareholders and community. Therefore, registered and non-registered shareholders are encouraged to vote their shares prior to the meeting by returning their proxy form or voting instruction form, voting online or using the toll-free telephone number set out on the proxy or voting instruction form. Shareholders who are not attending the meeting in person will have the opportunity to listen to the meeting through a live audio-only webcast. Shareholders who join the audio webcast will be able to listen to the meeting but will not be able to ask questions or vote. Shareholders may access the audio webcast on our website at: https://www.finning.com/en_CA/company/investors.html, directly through the following link: Finning 2023 Annual Meeting Audio Webcast or by telephone: +1 (403) 910-7222 (Calgary, Canada toll) or (855) 335-8453 (Canada toll-free) Conference ID: 741 643 315#.

The management proxy circular prepared for the meeting provides details about the items of business and other important information to help you decide how to vote your shares.

At the meeting, shareholders will:

1. Receive the consolidated financial statements for the year ended December 31, 2022 and the auditor’s report

2. Appoint the auditor and authorize the directors to set the auditor’s fees

3. Participate in our advisory vote on executive pay

4. Elect directors

Meeting Materials

We are using notice and access to deliver meeting-related materials to registered and nonregistered (beneficial) holders of our common shares. This means the management proxy circular is posted online rather than being mailed out.

Shareholders will still receive by mail a form of proxy or a voting instruction form to vote their shares, together with a notice explaining how to access the management proxy circular electronically.

The management proxy circular can be viewed on our website (www.finning.com/governance) or on SEDAR (www.sedar.com).

If you would like to receive a printed copy, please call 1-888-346-6464 and we will send you one free of charge.

If you have given us instructions to send you a printed copy of meeting-related materials, your management proxy circular is attached to this notice.

By order of the board of directors,

/s/ Dori Assaly

Dori Assaly

Senior Legal Counsel and Corporate Secretary

Surrey, British Columbia March 16, 2023