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GreenFirst Forest Products Inc. Proxy Solicitation & Information Statement 2026

Apr 7, 2026

43547_rns_2026-04-07_0690c954-ebd6-4b28-ac2c-500b78ed3bf2.pdf

Proxy Solicitation & Information Statement

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GREENFIRST FOREST PRODUCTS INC.

222 McIntyre St. West, Unit 200, North Bay, Ontario, P1B 2Y8, Canada

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual general and special meeting (the “Meeting”) of shareholders of GreenFirst Forest Products Inc. (“GreenFirst” or the “Company”) will be held on Monday, May 4, 2026, at 11:00 a.m. in a virtual format for the following purposes:

1) to receive the audited consolidated financial statements of the Company for the years ended December 31, 2025, and December 31, 2024, together with the auditors’ report thereon;

2) to consider, and if thought advisable, to pass, with or without variation, an ordinary resolution to set the number of directors of the Company to be elected at the Meeting at six (6) directors;

3) to elect the directors of the Company for the ensuing year;

4) to appoint MNP LLP, Chartered Professional Accountants, as the auditors of the Company for the year ending December 31, 2026, and to authorize the Board of Directors of the Company (the “Board”) to set the auditors’ remuneration;

5) to approve the continuation and amendment and restatement of the Company’s Amended & Restated Shareholder Rights Plan; and

6) to transact such other business as may properly come before the Meeting, and any postponements or adjournments thereof.

No other matters are contemplated for consideration at the Meeting. Any permitted amendment to or variation of any matter identified in this Notice of Meeting (the “Notice”) may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjustment thereof.

The accompanying management information circular (the “Circular”) provides additional information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice. Please review the Circular before voting.

Virtual Meeting

In order to make this meeting more accessible for all stakeholders, the Company is conducting the Meeting entirely online by way of live webcast. As such, there will be no in-person component to the Meeting and GreenFirst Shareholders who wish to attend the Meeting must do so in accordance with the directions set out below under the heading “General Information” and in the Circular under the heading “General Proxy Information”.

Registered Shareholders (as defined in the Circular) and duly appointed proxyholders can attend the Meeting online at https://meetnow.global/MP9FYRG where they can participate, vote, or submit questions during the Meeting’s live webcast. Beneficial Shareholders (as defined in the Circular) who have not appointed themselves as proxyholders and guests can attend the Meeting online but will not be able to participate, vote or submit questions during the Meeting. Please note that participants cannot access the meeting using Internet Explorer.

Beneficial Shareholders who receive these materials through their broker or other intermediary should carefully follow the instructions provided by their broker or intermediary and the instructions set out below under the heading General Information and in the Circular under “General Proxy Information”.


General Information

The Board has fixed the close of business (Toronto time) on March 24, 2026, as the record date for the Meeting, being the date for the determination of the holders of common shares (the “GreenFirst Shares”) of the Company entitled to receive notice of and to vote at the Meeting and any adjournment(s) or postponement(s) thereof. The Board has also fixed 11:00 a.m. (Eastern time) on Thursday, April 30, 2026 or, in the event that the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before the adjourned or postponed meeting, as the time before which proxies to be used or acted upon at the Meeting or any adjournment(s) or postponement(s) thereof shall be deposited with Computershare. Failure to properly complete and deposit a proxy may result in its invalidation. The Board may, in its sole discretion, waive the proxy cut-off or delegate such authority to the Chair of the Meeting.

Management of the Company is soliciting the enclosed form of proxy. The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular.

FORM OF PROXY FOR REGISTERED SHAREHOLDERS

Completed proxies for Registered Shareholders must be returned to Computershare: (i) by mail to Computershare, Attention: Proxy Department, 320 Bay St. 14th Floor, Toronto, ON M5H 4A6; (ii) by facsimile at 1-866-249-7775; or (iii) by internet at www.investorvote.com, by 11:00 am (Eastern time) April 30, 2026 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) before the time any adjourned Meeting is reconvened or any postponed Meeting is convened (the “Proxy Deadline”).

VOTING INSTRUCTION FORMS FOR NON-REGISTERED SHAREHOLDERS

Non-Registered Shareholders, who have not waived the right to receive the Proxy-Related Materials will either: (i) receive a voting instruction form; or (ii) be given a proxy, which has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted to the number of GreenFirst Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed.

Non-Registered Shareholders should carefully follow the instructions that accompany the voting instruction form or the proxy, including those indicating when and where the voting instruction form or the proxy is to be delivered. Voting instructions must be deposited by the Proxy Deadline; however, your voting instruction form may provide for an earlier date to process your votes in a timely manner. Voting instruction forms permit the completion of the voting instruction form online or by telephone. A Non-Registered Shareholder wishing to attend and vote at the Meeting should follow the corresponding instructions on the voting instruction form or, in the case of a proxy, strike out the names of the persons named in the proxy and insert the Non-Registered Shareholder’s name in the space provided.

DATED at Toronto, Ontario, this 31st day of March, 2026

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Paul Rivett”

Paul Rivett

Chair of the Board of Directors