Finning International Inc. — Proxy Solicitation & Information Statement 2024

Mar 28, 2024

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual Meeting to be held on Tuesday, May 7, 2024

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse) and return your completed proxy by mail or fax.

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 2:00 p.m. (Pacific Time) on May 3, 2024.

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

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To Vote Using the Telephone

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

1-866-732-VOTE (8683) Toll Free

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To Vote by Fax

To Vote Using the Internet

• Complete, sign and date the reverse hereof.

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

• Forward it by fax to 1-866-249-7775 for calls within Canada and the U.S. There is NO CHARGE • Smartphone? for this call. Scan the QR code to vote now.

• Forward it by fax to 416-263-9524 for calls outside Canada and the U.S.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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. To vote by using any of the methods outlined above, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of Finning International Inc. (the “Corporation”) hereby appoint: James E.C. Carter, or failing him, Kevin Parkes

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as recommended by Management) and all other matters that may properly come before the Annual Meeting of shareholders of the Corporation to be held at the Saltspring Island Room, Fairmont Hotel Vancouver, 900 West Georgia Street, Vancouver, B.C. on May 7, 2024 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

1. Election of Directors
	For	Against		For	Against			For	Against
01. Vicki L. Avril-Groves			02. James E.C. Carter				03. Mary Lou Kelley
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04. Andrés Kuhlmann			05. Harold N. Kvisle				06. Stuart L. Levenick
07. Kevin Parkes			08. Michael C. Putnam				09. John R. Rhind
10. Charles F. Ruigrok			11. Edward R. Seraphim				12. Manjit K. Sharma
13. Nancy G. Tower
								For	Withhold
2. Appointment of Auditor Appointment of Deloitte LLP as auditor of the Corporation for the			ensuing year and authorizing the directors to fx		their	remuneration.
								For	Against

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.

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

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date MM / DD / YY

Interim Financial Statements – These documents are available Annual Financial Statements – The Annual Financial Statements at www.fnning.com so we encourage you not to mark this box are available at www.fnning.com so we encourage you not to mark in order to protect the environment and reduce costs. Mark this this box in order to protect the environment and reduce costs. box if you would like to receive Interim Financial Statements and Mark this box if you would like to receive the Annual Financial accompanying Management’s Discussion and Analysis by mail. Statements and accompanying Management’s Discussion and Analysis by mail.

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

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