North American Construction Group Ltd. — Proxy Solicitation & Information Statement 2020

Mar 24, 2020

NORTH AMERICAN CONSTRUCTION GROUP LTD.

NOTICE OF ANNUAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2020

March 24, 2020

NORTH AMERICAN CONSTRUCTION GROUP LTD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 6, 2020

NOTICE IS HEREBY GIVEN that the annual meeting of holders of voting common shares (the "NACG Shareholders") of North American Construction Group Ltd. (the "Corporation") will be held at the head office of the Corporation at 27287 - 100 Avenue, Acheson, Alberta on the 6th day of May, 2020, at 3:00 p.m. (Mountain Time) (the "Meeting"), for the following purposes:

• to receive the audited comparative consolidated financial statements of the Corporation for the year ended December 31, 2019 and the auditor's report thereon;
• to elect the directors of the Corporation for the ensuing year;
• to consider and, if deemed advisable, approve the advisory resolution to accept the approach to executive compensation disclosed herein;
• to reappoint the auditors of the Corporation for the ensuing year and to authorize the directors to fix the $\bullet$ remuneration of the auditors; and
• to transact such other business as may properly come before the Meeting or any adjournments thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the management information circular (the "Circular"). Capitalized terms used in this notice of annual meeting and not otherwise defined herein shall have the meanings ascribed to such terms in the Circular.

The Circular and a form of proxy accompany this notice.

NACG Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Circular accompanying this notice. A proxy will not be valid unless it is deposited with our transfer agent Computershare Investor Services Inc., (i) by mail using the enclosed return envelope or one addressed to Computershare Investor Services Inc., Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, or (ii) by hand delivery to Computershare Investor Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote electronically by telephone (1-866-732-8683) or internet (www.investorvote.com) by following the instructions on the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 3:00 p.m. (Mountain Time), on May 4, 2020 and if the Meeting is adjourned, no later than 48 hours (excluding Saturdays and holidays) prior to the commencement of any adjournment thereof.

DATED at Acheson, Alberta, this 24th day of March, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF NORTH AMERICAN CONSTRUCTION GROUP LTD.

/S/ Martin Ferron

Chairman & Chief Executive Officer

Table of Contents MANAGEMENT INFORMATION CIRCULAR

Solicitation of Proxies	1
Record Date	1
Appointment of Proxyholders	1
Voting of Proxies	2
Revocability of Proxy	2
Advice to Beneficial Holders of Common Shares	2
Notice to United States Shareholders	3
Voting Shares and Principal Holders Thereof	3
Quorum	3
Presentation of Financial Statements	4
Business to be Transacted at the Meeting	4
Compensation Discussion and Analysis	15
2019 Named Executive Officers	15
Executive Compensation Philosophy	15
Components of 2019 Executive Compensation	17
Core Comparator Group	22
2019 Compensation Decisions Regarding NEOs	23
Risk Management	32
Performance Graph and Table	33
Trends Between NEO Compensation and Total Shareholder Return	34
Human Resources & Compensation Committee Composition	35
Compensation Governance	35
Summary of 2019 HRCC Actions	37
Independent Advice	37
Summary Compensation Table	38
Incentive Plan Awards	39
Termination and Change of Control Benefits	41
Board of Directors Compensation	45
Director Compensation Table	45
Incentive Plan Awards - Value Vested or Earned During the Year	47
Indebtedness of Directors and Officers	48
Interest of Informed Persons in Material Transactions	48
Corporate Governance	48
Additional Information	55
General	55
Approval of Proxy Circular	55
Schedule A - Corporate Governance Policy and Board Mandate	56
Appendix A: Responsibilities of Directors	61
Appendix B: Board Chair - Position Description	62
Appendix C: Committee Chair - Position Description	64
Appendix D: Lead Director - Position Description	65

SOLICITATION OF PROXIES

This management information circular (the "Circular") and accompanying form of proxy (the "Proxy") are furnished in connection with the solicitation of proxies by or on behalf of management of North American Construction Group Ltd. (the "Corporation", "NACG", "our" or "we") for use at the annual meeting (the "Meeting") of holders of voting common shares of the Corporation (the "NACG Shareholders") to be held at the head office of the Corporation at 27287 – 100 Avenue, Acheson, Alberta on the 6th day of May, 2020, at 3:00 p.m. (Mountain Time), and at any adjournments thereof, for the purposes set forth in the accompanying notice of meeting dated March 24, 2020 (the "Notice of Meeting").

It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally by officers of the Corporation at nominal cost. The cost of this solicitation will be borne by the Corporation. The Corporation may pay the reasonable costs incurred by persons who are the registered but not beneficial owners of voting shares of the Corporation (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of this Circular, the Notice of Meeting and Proxy to the beneficial owners of such shares. The Corporation will provide, without cost to such persons, upon request to the Secretary of the Corporation, additional copies of the foregoing documents required for this purpose.

For the purposes of the Meeting, the Corporation is not: (a) relying on the "notice and access" rules to allow it to make certain proxy-related materials available on the internet rather than mailing such materials directly to registered shareholders and indirectly to non-registered shareholders; or (b) mailing proxy-related materials directly to non-registered shareholders who have not waived the right to receive them. The Corporation intends to pay for "proximate intermediaries" (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to non-registered shareholders who have waived the right to receive them.

The Notice of Meeting, Proxy and this Circular will be mailed to NACG Shareholders commencing on or about April 8, 2020. In this Circular, except where otherwise indicated, all dollar amounts are expressed in Canadian currency.

No person has been authorized by the Corporation to give any information or make any representations in connection with the matters contained herein other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Corporation.

This Circular does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

RECORD DATE

The record date (the "Record Date") for determining which NACG Shareholders shall be entitled to receive notice of and to vote at the Meeting is March 30, 2020. Only NACG Shareholders of record as of the Record Date are entitled to receive notice of and to vote at the Meeting, unless after the Record Date such shareholder of record transfers its shares and the transferee (the "Transferee"), upon establishing that the Transferee owns such shares, requests in writing at least 10 days prior to the Meeting or any adjournments thereof that the Transferee may have his, her or its name included on the list of NACG Shareholders entitled to vote at the Meeting, in which case the Transferee is entitled to vote such shares at the Meeting. Such written request by the Transferee shall be filed with Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, together with a copy to the Secretary of the Corporation at 27287 – 100 Avenue, Acheson, Alberta, T7X 6H8.

Under normal conditions, confidentiality of voting is maintained by virtue of the fact that the Corporation's transfer agent tabulates proxies and votes. However, such confidentiality may be lost as to any proxy or ballot if a question arises as to its validity or revocation or any other like matter. Loss of confidentiality may also occur if the Board of Directors decides that disclosure is in the interest of the Corporation or its shareholders.

APPOINTMENT OF PROXYHOLDERS

The persons named in the accompanying Proxy as proxyholders are representatives of management of NACG. Every NACG Shareholder has the right to appoint a person or company to represent them at the Meeting other than the persons named in the accompanying Proxy. A NACG Shareholder desiring to appoint some other person (who need not be a shareholder of NACG) to represent him, her or it at the Meeting, may do so either by striking out the printed names and inserting the desired person's name in the blank space provided in the Proxy or by completing another proper proxy and, in either case, delivering the completed proxy to our transfer agent Computershare Investor Services Inc., (i) by mail using the enclosed return envelope or one addressed to Computershare Investor Services Inc., Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, or (ii) by hand delivery to Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote electronically by telephone (1-866-732-8683) or internet (www.investorvote.com) by following the instructions on the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 3:00 p.m. (Mountain Time), on May 4, 2020 and if the Meeting is adjourned, no later than 48 hours (excluding Saturdays and holidays) prior to the commencement of any adjournment thereof. A Proxy must be signed by a NACG Shareholder or its attorney duly authorized in writing or, if a NACG Shareholder is a corporation, by a duly authorized officer, attorney or other authorized signatory of the NACG Shareholder. If a proxy is given by joint shareholders, it must be executed by all such joint shareholders.

VOTING OF PROXIES

If a Proxy is completed, signed and delivered to the Corporation in the manner specified above, the persons named as proxyholders therein shall vote or withhold from voting the shares in respect of which they are appointed as proxyholders at the Meeting, in accordance with the instructions of the NACG Shareholder appointing them, on any show of hands or any ballot that may be called for and, if the NACG Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the persons appointed as proxyholders shall vote in accordance with the specification so made. In the absence of such specification, or if the specification is not certain, the shares represented by such Proxy will be voted in favour of the matters to be acted upon as specified in the Notice of Meeting.

A Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and all other matters which may properly come before the Meeting or any adjournments thereof. As of the date of this Circular, the Board of Directors of the Corporation knows of no such amendments, variations or other matters to come before the Meeting, other than matters referred to in the Notice of Meeting. However, if amendments, variations or other matters should properly arise before the Meeting, the Proxy will be voted on such amendments, variations and other matters in accordance with the best judgment of the person or persons voting such Proxy.

REVOCABILITY OF PROXY

Any NACG Shareholder returning an enclosed Proxy may revoke the same at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the NACG Shareholder or by his, her or its attorney authorized in writing or, if the NACG Shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited at the registered office of the Corporation to the attention of the Secretary of the Corporation, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or with the chairperson of the Meeting, prior to the commencement of the Meeting. A NACG Shareholder attending the Meeting has the right to vote in person and, if he, she or it does so, his, her or its proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

The information set forth in this section is of significant importance to many NACG Shareholders, as a substantial number of NACG Shareholders do not hold voting common shares of the Corporation ("NACG Common Shares") in their own name, and thus are considered non-registered shareholders. NACG Shareholders who do not hold their NACG Common Shares in their own name ("Beneficial Shareholders") should note that only Proxies deposited by NACG Shareholders whose names appear on the records of the Corporation as the registered holders of NACG Common Shares can be recognized and acted upon at the Meeting. If NACG Common Shares are listed in an account statement provided to a NACG Shareholder by a broker, then, in almost all cases, those NACG Common Shares will not be registered in the NACG Shareholder's name on the records of the Corporation. Such NACG Common Shares will more likely be registered under the name of the NACG Shareholder's broker or an agent of that broker or another similar entity (called an "Intermediary"). NACG Common

Shares held by an Intermediary can only be voted by the Intermediary (for, withheld or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries are prohibited from voting NACG Common Shares.

Beneficial Shareholders should ensure that instructions respecting the voting of their NACG Common Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary. Applicable regulatory rules require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their NACG Common Shares are voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting NACG Common Shares registered in the name of their Intermediary, a Beneficial Shareholder may attend at the Meeting as proxyholder for the Intermediary and vote the NACG Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their NACG Common Shares as a proxyholder, should enter their own names in the blank space on the form of proxy provided to them by their Intermediary and timely return the same to their Intermediary in accordance with the instructions provided by their Intermediary, well in advance of the Meeting.

NOTICE TO UNITED STATES SHAREHOLDERS

The solicitation of proxies by the Corporation is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act"), by virtue of an exemption applicable to proxy solicitations by "foreign private issuers" as defined in Rule 3b-4 under the US Exchange Act. Accordingly, this Circular has been prepared in accordance with the applicable disclosure requirements in Canada. Residents of the United States should be aware that such requirements may be different than those applicable to proxy statements subject to Section 14(a) of the US Exchange Act.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation's authorized capital consists of an unlimited number of NACG Common Shares and an unlimited number of non-voting common shares. As at March 15, 2020, there were a total of 27,552,173 NACG Common Shares outstanding and no non-voting common shares outstanding. Each NACG Common Share entitles the holder thereof to one vote in respect of each of the matters to be voted upon at the Meeting. To the knowledge of the Corporation's directors and executive officers, as of March 15, 2020, no individuals or entities beneficially own, control or direct, directly or indirectly, securities carrying more than 10.0% of the voting rights attached to the NACG Common Shares.

QUORUM

A quorum for the transaction of business at the Meeting shall consist of at least two persons holding or representing by proxy not less than twenty percent (20%) of the outstanding shares of the Corporation entitled to vote at the meeting.

If a quorum is not present at the opening of the Meeting, the NACG Shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days it is not necessary to give notice of the adjourned meeting other than by announcement at the time of an adjournment. If a meeting of NACG Shareholders is adjourned by one or more adjournments for an aggregate of more than 29 days and not more than 90 days, notice of the adjourned meeting shall be given as for an original meeting but the management of the Corporation shall not be required to send a form of proxy in the form prescribed by applicable law to each NACG Shareholder who is entitled to receive notice of the meeting. Those shareholders present at any duly adjourned meeting shall constitute a quorum.

The Corporation's list of NACG Shareholders as of the Record Date has been used to deliver to NACG Shareholders the Notice of Meeting and this Circular as well as to determine the NACG Shareholders who are eligible to vote.

PRESENTATION OF FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2019, together with the auditor's report thereon, copies of which are contained in the Corporation's annual report, will be presented to the NACG Shareholders at the Meeting. Receipt at the Meeting of the auditor's report and the Corporation's financial statements for its last completed fiscal period will not constitute approval or disapproval of any matters referred to therein.

BUSINESS TO BE TRANSACTED AT THE MEETING

1. Election of Directors

The Board of Directors of the Corporation presently consists of eight directors. Jay Thornton has indicated that he will not stand for re-election. All other current directors have indicated that they wish to stand for re-election. Accordingly, management proposes to set the total number of directors to be elected at the Meeting at seven.

All of the nominees below are now directors of the Corporation and have been directors since the dates indicated. Management does not contemplate that any of the following nominees will be unable or unwilling to serve as a director but if that should occur for any reason prior to the Meeting, the persons named in the enclosed Proxy will have the right to vote for another nominee at their discretion. Each director elected at the Meeting will hold office until the next annual meeting or until his or her successor is duly elected or appointed.

The Board adopted a "Board Policy on Majority Voting for Director Nominees" (the "Policy") on August 8, 2013, which Policy was most recently revised on March 5, 2020. The Policy applies to the election of directors at uncontested shareholder meetings and provides that, with respect to any nominee for the Board, where the total number of shares withheld exceeds the total number of shares voted in favour of the nominee, then notwithstanding that such nominee is duly elected as a matter of corporate law, he or she shall forthwith submit his or her immediate resignation to the Board. Upon receipt of such resignation, the Board is required to refer it to the Governance Committee and to promptly accept the resignation unless the Governance Committee advises the Board that there are extraordinary circumstances relating to the composition of the Board or the voting results that should delay the acceptance of the resignation or justify rejecting it. Absent such extraordinary circumstances, the Board is expected to confirm its acceptance of the resignation within 90 days of its original receipt. In any case, the Board shall issue a press release which either confirms that they have accepted the resignation or provides an explanation for why they have refused to accept it.

The following table and the notes thereto state, as of March 15, 2020, the: (i) name, municipality, province or state of residence and country of residence of each nominee; (ii) the age of each nominee; (iii) the date each nominee first became a director of the Corporation (with the current term of each incumbent nominee expiring as of the holding of the Meeting); (iv) where applicable, the current position of each nominee with the Corporation (other than that of director); (v) the present status of each nominee as an independent or non-independent director; (vi) the committees upon which each nominee presently serves; (vii) the present principal occupation, business or employment of each nominee; (viii) the number of NACG Common Shares, securities and options beneficially owned, or controlled or directed, directly or indirectly, by each nominee; and (ix) the Board and committee meeting attendance record for each nominee in the fiscal year ended December 31, 2019.

Martin R. FerronEdmonton, AB, Canada63 Years Old	Aberdeen University.	Martin R. Ferron is presently the Chief Executive Officer of the Corporationand was appointed Chairman of the Board on October 31, 2017. Heoriginally joined the Corporation as President and Chief Executive Officerand as a member of the Board on June 7, 2012. Previously, Mr. Ferron wasDirector, President and Chief Executive Officer of Helix Energy SolutionsInc. ("Helix"), a NYSE-listed international energy services company, atwhich he successfully refocused the company on improved projectexecution, asset utilization and profit performance. He also transformedHelix through a combination of measured organic growth, acquisitions anddivestitures, achieving a compound annual EBITDA growth rate ofapproximately 38% during his tenure with the company. Prior to joiningHelix, Mr. Ferron worked in successively more senior managementpositions with oil services and construction companies including McDermottMarine Construction, Oceaneering International and Comex Group. Heholds a B.Sc. in Civil Engineering from City University, London, a M.Sc. inMarine Technology from Strathclyde University, Glasgow and an MBA from
Director Since: June 7, 2012	Number of Securities Held (1)
Non-Independent Director	Options	Common Shares	DSUs
	40,000	1,941,621	203,294
Chairman & Chief Executive Officer
Meets share ownership quidelines		Committee Membership and Attendance Record
	Board		$5$ of $5$

(1)Martin Ferron's securities holdings listed above do not include restricted stock units (RSUs) and performance share units (PSUs), which are discussed in detail in the Compensation Discussion and Analysis section.

	Advantage Oil & Gas Ltd.	Ronald A. McIntosh served as Chairman of our Board of Directors from May20, 2004 to October 31, 2017. From January 2004 until August of 2006, Mr.McIntosh was Chairman of NAV Energy Trust, a Calgary-based oil andnatural gas investment fund. Between October 2002 and January 2004, hewas President and Chief Executive Officer of Navigo Energy Inc. and wasinstrumental in the conversion of Navigo into NAV Energy Trust. He wasSenior Vice President and Chief Operating Officer of Gulf CanadaResources Limited from December 2001 to July 2002 and Vice President,Exploration and International of Petro-Canada from April 1996 throughNovember 2001. Mr. McIntosh's significant experience in the energyindustry includes the former position of Chief Operating Officer of AmeradaHess Canada. Mr. McIntosh currently also sits on the Board of Directors of
Ronald A. McIntosh
Calgary, AB, Canada
78 Years Old
Director Since: May 20, 2004	Number of Securities Held
Independent Director	Options	Common Shares	DSUs
	Nil	116,200	246,045
Meets Share ownership guidelines
		Committee Membership and Attendance Record
	Board		5 of 5
	Audit		$5$ of $5$
	Governance		1 of 1
	Operations		4 of 4

Bryan D. Pinney Calgary, AB, Canada 67 Years Old

Director Since: May 13, 2015 Independent Director

Lead Director

Meets Share ownership guidelines

Bryan D. Pinney joined the board of directors on May 13, 2015 and became the Corporation's lead independent director on October 31, 2017. He is the principal of Bryan D. Pinney Professional Corporation, which provides financial advisory and consulting services. Mr. Pinney has over 30 years of experience serving many of Canada's largest corporations, primarily in energy and resources and construction. Mr. Pinney was a partner with Deloitte between 2002 and 2015. Mr. Pinney served as Calgary Managing Partner from 2002 through 2007, as National Managing Partner of Audit & Assurance from 2007 to 2011, and as Vice Chair until June 2015. Mr. Pinney was a past member of Deloitte's Board of Directors and chair of the Finance and Audit Committee. Prior to joining Deloitte, Mr. Pinney was a partner with Andersen LLP and served as Calgary Managing Partner from 1991 through May of 2002. Mr. Pinney is the past chair of the Board of Governors of Mount Royal University and has previously served on a number of non-profit boards. He serves on the board of TransAlta Corporation, where he is a member of the audit committee and the human resources and compensation committee, and on the board of Sundial Growers, Inc., where he is Chair of the audit committee and a member of the governance, compensation and operations committees. He is also a director of a Hong Kong listed oil and gas exploration company and a large private residential construction company. He is a Fellow of the Institute of Chartered Accountants, a Chartered Business Valuator and is a graduate of the Ivey Business School at the University of Western Ontario with an honours degree in Business Administration. He is also a graduate of the Canadian Institute of Corporate Directors.

Number of Securities Held

Options	Common Shares	DSUs
Nil	40,495	134,579
	Committee Membership and Attendance Record
Board		$5$ of $5$
Audit	Human Resources & Compensation	$5$ of $5$$5$ of $5$

John J. Pollesel Edmonton, AB, Canada 56 Years Old

Director Since: November 23, 2017 Independent Director

On track to meet share ownership quidelines

John J. Pollesel joined our board of directors on November 23, 2017. Mr. Pollesel is currently the Chief Executive Officer of Boreal Agrominerals Inc., a private company that explores for, tests, develops and produces organic approved agromineral fertilizers and soil amendment products. Until November of 2017, Mr. Pollesel was Senior Vice President, Mining for Finning (Canada). Prior to Finning, he was CEO for the Morris Group of Companies. Mr. Pollesel has more than 28 years of experience in the mining industry. He has been a member of several executive teams responsible for operations, engineering/projects, finance/administration, strategic planning and leading organizational transformation. In his previous role as Chief Operating Officer for Vale's North Atlantic Operations, Mr. Pollesel was responsible for one of the largest mining and metallurgical operations in Canada. Prior to Vale, he was the Chief Financial Officer for Compania Minera Antamina in Peru, one of the largest copper/zinc mining and milling operations in the world. He has chaired Finance, Audit, HSE, Compensation and Advisory Committees in addition to holding director positions at Northern Superior Resources, Calico Resources Corporation and numerous not-forprofit organizations. He presently chairs the board of First Cobalt Corporation, which is listed on the TSX-V, OTC exchanges, and serves on the board of Noront Resources Ltd., a TSX-V listed company. He also serves on the audit, governance and EHS committees of Noront and First Cobalt. He holds an Honours BA in Accounting and an MBA from the University of Waterloo and Laurentian University respectively. He is a Certified Public Accountant, Certified Management Accountant and a Fellow of CPA Ontario and the Society of Management Accountants of Ontario.

Number of Securities Held

Options	Common Shares	DSUs
Nil	Nil	17,509
	Committee Membership and Attendance Record
Board		$5$ of $5$
Audit		$5$ of $5$
Governance		1 of 1
Operations		4 of 4

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Thomas P. StanCalgary, AB, Canada		Thomas P. Stan joined our board of directors on July 14, 2016. Mr. Stan hasserved as a board member on a number of public and private Corporations.Until September of 2019 he was the President and CEO of Corval EnergyLtd., a Calgary, Alberta based oil company focused on exploration andproduction in Manitoba and Saskatchewan. Previously, Mr. Stan has heldpositions as Managing Director of Investment Banking at Desjardins CapitalMarkets and Blackmont Capital Markets, President and CEO of PhoenixServices Ltd. Mr. Stan began his career at Suncor and spent 16 years atHess Corporation as Vice President Corporate Planning. After Petro Canadaacquired Hess Canada he became Vice President of Corporate Developmentof Petro Canada. Mr. Stan received his Bachelor of Commerce degree inFinance and Economics from the University of Saskatchewan.	Energy Ltd. and Sound Energy Trust, and Chairman and CEO of Total Energy
62 Years Old
Director Since: July 14, 2016	Number of Securities Held
Independent Director	Options	Common Shares	DSUs
	Nil	Nil	33,979
Meets share ownership guidelines
		Committee Membership and Attendance Record
	Board		$5$ of $5$
	Audit		$5$ of $5$
	Governance		$1$ of $1$
	Human Resources & Compensation		$5$ of $5$
	Operations		4 of 4

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Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Ronald McIntosh was a director of Forteleza Energy Inc. ("Forteleza") formerly known as Alvopetro Inc. ("Alvopetro") from November of 2009 to January of 2016. On March 2, 2011, the Court of Queen's Bench of Alberta granted an order (the "Order") under the Companies' Creditors Arrangement Act (Canada) ("CCAA") staying all claims and actions against Forteleza and its assets and allowing Forteleza to prepare a plan of arrangement for its creditors if necessary. Forteleza took such steps in order to enable Forteleza to challenge a reassessment issued by the Canada Revenue Agency ("CRA"). As a result of the reassessment, if Forteleza had not taken any action, it would have been compelled to immediately remit one half of the reassessment to the CRA and Forteleza did not have the necessary liquid funds to remit, although Forteleza had assets in excess of its liabilities with sufficient liquid assets to pay all other liabilities and trade payables.

Forteleza believed that the CRA's position was not sustainable and vigorously disputed the CRA's claim. Forteleza filed a Notice of Objection to the reassessment and on October 20, 2011 announced that its Notice of Objection was successful, CRA having confirmed there were no taxes payable. As the CRA claim had been vacated and no taxes or penalties were owing Forteleza no longer required the protection of the Order under the CCAA and on October 28, 2011 the Order was removed. On March 3, 2011, the TSX suspended trading in the securities of Forteleza due to Forteleza having been granted a stay under the CCAA. In addition, the securities regulatory authorities in Alberta, Ontario and Quebec issued a cease trade order with respect to Forteleza for failure to file its annual financial statements for the year ended December 31, 2010 by March 31, 2011. The delay in filing was due to Forteleza being granted the CCAA order on March 2, 2011 and the resulting additional time required by its auditors to deliver their audit opinion. The required financial statements and other continuous disclosure documents were filed on April 29, 2011 and the cease trade order was subsequently removed. On September 1, 2010 Forteleza closed the sale of substantially all of its oil and gas assets. As a result of the sale Forteleza was delisted from the TSX on March 30, 2011 as it no longer met minimum listing requirements.

John Pollesel is a director of First Cobalt Corporation ("First Cobalt"). First Cobalt announced on June 21, 2017 that it had proposed a friendly merger with Cobalt One Ltd. ("Cobalt One") and CobalTech Mining Inc. ("CobalTech"). At that time, First Cobalt signed letters of intent with each of Cobalt One and CobalTech and requested the TSX Venture Exchange to temporarily halt trading of its shares. The TSX Venture Exchange approved the resumption of trading as of August 28, 2017.

Recommendation of the Board of Directors

The Board of Directors recommends a vote "FOR" the election of each of the above nominees to serve as a director of the Corporation.

Unless a NACG Shareholder otherwise directs, or directs that his or her NACG Common Shares are to be withheld from voting in connection with the election of any particular nominee specified above, the persons named in the enclosed form of Proxy intend to vote "FOR" the election of each of the nominees specified above, such directors to hold office until the next annual meeting or until his or her successor is appointed.

2. Advisory Vote on Executive Compensation

The Corporation's compensation policies and procedures are based on the principle of pay for performance. The Board of Directors believes they align the interests of the Corporation's executive team with the long-term interests of NACG Shareholders. The Board also believes that NACG Shareholders should have the opportunity to fully understand the objectives, philosophy and principles used in its approach to executive compensation decisions and to have an advisory vote on the Board's approach to executive compensation. This non-binding advisory vote, commonly known as "Say-on-Pay", gives each NACG Shareholder an opportunity to either endorse or not endorse the Corporation's approach to its executive pay program and policies through the following resolution:

"Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders of North American Construction Group Ltd. (the "Corporation") accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2020 annual meeting of shareholders of the Corporation."

Approval of the above resolution will require an affirmative vote of a majority of the votes cast at the Meeting.

The purpose of the Say-on-Pay advisory vote is to provide appropriate director accountability to the NACG Shareholders for the Board's compensation decisions by giving NACG Shareholders a formal opportunity to provide their views on the disclosed objectives of the executive compensation plans, and on the plans themselves, for the past, current and future fiscal years. While NACG Shareholders will provide their collective advisory vote, the directors of the Corporation remain fully responsible for their compensation decisions and are not relieved of these responsibilities by a positive advisory vote by NACG Shareholders.

As this is an advisory vote, the results will not be binding on the Board. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase their engagement with NACG Shareholders on compensation and related matters. The Corporation will disclose the results of the Say-on-Pay vote as a part of its report on voting results for the Meeting.

In the event that a significant number of Shareholders oppose the resolution, the Chairman of the Board, Chair of the Human Resources and Compensation Committee and the Lead Director will oversee a consultation process with NACG Shareholders, particularly those who are known to have voted against it, in order to better understand their concerns. The Human Resources and Compensation Committee will review the Corporation's approach to compensation in the context of those concerns. Shareholders who have voted against the resolution will be encouraged to contact the Lead Director to discuss their specific concerns.

Following the review by the Human Resources and Compensation Committee, the Corporation will disclose to Shareholders a summary of the significant comments relating to compensation received from Shareholders in the process, a description of the process undertaken and a description of any resulting changes to executive compensation or why no changes will be made. The Corporation will provide this disclosure within six months of the Say-on-Pay vote, and no later than in the management information circular for its next annual meeting.

The Board recognizes that Say-on-Pay is an evolving area and will review this policy annually to ensure that it is effective in achieving its objectives.

Recommendation of the Board of Directors

The Board of Directors recommends a vote "FOR" the Corporation's approach to executive compensation as described in the "Compensation Discussion and Analysis" portion of this Circular.

Unless a NACG Shareholder otherwise directs, or directs that his or her NACG Common Shares are to be withheld from voting in connection with the above resolution with respect to approval of the Corporations' approach to executive compensation, the persons named in the enclosed form of Proxy intend to vote for the above resolution with respect to approval of the Corporations' approach to executive compensation.

3. Appointment of Independent Auditors and Authorization of Directors to Fix Remuneration

At the Meeting, NACG Shareholders will be requested to vote on the re-appointment of KPMG LLP ("KPMG") as the independent auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed, and to authorize the Board of Directors to fix the auditor's remuneration. KPMG have been the auditors of the Corporation, or its predecessor NACG Holdings Inc., since October 31, 2003.

Recommendation of the Board of Directors

The Board of Directors recommends a vote "FOR" the re-appointment of KPMG as independent auditors of the Corporation for the fiscal year ending December 31, 2020 and authorizing the Board of Directors to fix the auditor's remuneration.

Unless an NACG Shareholder otherwise directs, or directs that his or her NACG Common Shares are to be withheld from voting in connection with the appointment of auditors, the persons named in the enclosed form of Proxy intend to vote for the re-appointment of KPMG as auditors of the Corporation until the next annual meeting of shareholders and to authorize the directors to fix their remuneration.

4. Other Matters

Management of the Corporation know of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not currently known to management should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

COMPENSATION DISCUSSION AND ANALYSIS

2019 Named Executive Officers

The below discussion of executive compensation focuses on the compensation of the following executive team members for the year ended December 31, 2019, who are our "named executive officers" or "NEOs" for purposes of this compensation disclosure:

Named Executive Officer	Position
Martin R. Ferron	Chairman of the Board & Chief Executive Officer
Joseph C. Lambert	President and Chief Operating Officer
Jason W. Veenstra	Executive Vice President and Chief Financial Officer
Barry W. Palmer	Senior Vice President, Operations
Jordan A. Slator	Vice President and General Counsel

Executive Compensation Philosophy

The executive compensation philosophy is guided by four core principles - alignment with shareholder interests, pay for performance, transparent disclosure and competitive compensation:

Alignment with ShareholderInterests	It is in the Corporation's best interest to meet or exceed shareholderexpectations and ensure continued access to capital on favorable terms.Accordingly, the pay "at-risk" or variable pay plans (Short-Term Incentive Plan("STIP") and Long-Term Incentive Plan ("LTIP")) were designed to align theinterests of the Corporation's executives with shareholder interests.
Pay for Performance	The Corporation believes that executive compensation should be stronglycorrelated to the financial performance and safety performance (as it directlyaffects profitability) of the Corporation, and that the executives, as the keydecision makers of the Corporation, should be held accountable for thatperformance. To that end, the Board has adopted the annual STIP, whichrewards executives for the achievement of key financial, non-financial andindividual objectives in the more immediate term, as well as the LTIP, whichrewards executives for the overall financial success of the Corporation overthe longer term.
Transparent Disclosure	The Corporation is committed to providing transparent disclosure ofexecutive compensation. It is the intent to follow best practices, comply withall regulatory requirements and communicate our executive pay in plainlanguage.
Competitive Compensation	The Corporation has adopted a market-competitive executive totalcompensation package. It is the goal of the Corporation to attract and retaintalented executives who are capable and motivated to execute the financialand business objectives of the Corporation. It is important to ensureexecutive compensation is competitive within the market where theCorporation competes for talent.

Core Comparator Group

The Human Resources and Compensation Committee (the "HRCC") reviews and approves a core comparator group for compensation purposes as well as a reference comparator group used to provide additional context in establishing the NEOs' target pay. The HRCC has approved a 13-company comparator peer group that includes companies that meet the following criteria:

• (a) compete with NACG for customers and revenue;

• (b) compete with NACG for executive talent, particularly in the Alberta labour market;

• (c) compete with NACG for equity or other capital;

• (d) are in the same or similar industry, such as construction and engineering or oil and gas equipment and services:

• (e) are of comparable size, in terms of revenue, EBITDA or number of employees; and

• (f) have reliable benchmark compensation information available.

The peer group changed to 13 companies in July 2018, with the addition of BIRD Construction Inc., STEP Energy Services Ltd. and Source Energy Services Ltd.

Certain competitors are not included in our comparator group because they are private corporations or partnerships (i.e. KMC Mining, Thompson Bros.) or smaller divisions of larger corporations and therefore insufficient compensation information is available for them. The use of comparative market data is just one of the factors used in setting compensation for NEOs. NEO compensation could be higher or lower than the comparator data as a result of personal performance, skills or experience.

Relative to the peer group, NACG is positioned between 25th and 90th percentiles on revenue, assets and net income and above the 75th percentile on market capitalization and EBITDA.

Company Name (dollars in millions)	Revenue (a)		Market Cap.		Total Assets		EBITDA	Net Income	City, Province
Aecon Group Inc.	$3,492	$	1,061	$	3,163	-$	173	$81	Toronto, ON
Wajax Corp.	$1,539	$	296	$	1,005	-S	87	$33	Mississauga, ON
Bird Construction Inc.	$1,342	- $	304	- $	754	-$	21	$8	Mississauga, ON
CES Energy Solutions Corp.	$1,310	-$	618	$	1,238	-$	148	$34	Calgary, AB
Stuart Olson Inc.	$931	-$	54	- $	734	- $	19	$(8)	Calgary, AB
Total Energy Services Inc.	$826	$	291	$	991	$	105	$11	Calgary, AB
Step Energy Services Ltd.	$711	$	105	$	767	$	69	$(178)	Calgary, AB
Macro Enterprises Inc.	$471	$	117	$	235	-$	71	$37	Fort St. John, BC
Horizon North Logistics Inc.	$468	$	203	- $	580	- $	30	$(9)	Calgary, AB
Source Energy Services Ltd.	$318	$	14	-$	497	-S	9	$(99)	Calgary, AB
Black Diamond Group Ltd.	$184	$	119	$	420	-S	29	$(9)	Calgary, AB
Entrec Corp.	$183	-$	7	$	305	-$	21	$(17)	Acheson, AB
Essential Energy Services Ltd.	$$155 - $$		54 $		203	- $	15	$(12)	Calgary, AB
North American Construction Group Ltd.	$661	-$	$402 \quad$ $		795	-$	$143*$	31	Acheson, AB
Percentile Positioning	49%		81%		65%		85%	71%

(a) Information is from public filings for the most recently reported four quarters, available as at December 31, 2019.

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Base Salary

Base salaries for the NEOs are reviewed and approved each year by the HRCC. The HRCC may make adjustments to an executive's salary as a result of any change in the executive's duties and responsibilities and based on the performance and contribution of the executive, both on an individual basis and on the performance of the executive's department(s) during the previous year. In reviewing the base salaries of the Corporation's executives, the HRCC also considers comparator group compensation, internal pay relationships, total direct target compensation, total employee cost and the pay position of each executive in the market.

The following table sets out the base salaries of the NEO's as at December 31, 2019:

NEO	December 31, 2019Base Salary ($) (a)	December 31, 2018Base Salary ($)	$%$ change
Martin R. Ferron	625,000	625,000	nil
Joseph C. Lambert	410.000	375,000	9.3%
Jason W. Veenstra	285.000	285,000	nil
Barry W. Palmer	320,000	299,000	7.0%
Jordan A. Slator	235,000	230,000	2.2%

(a)NEO salary changes in 2019, where applicable, were made effective October 1, 2019.

Short-Term Incentive Plan ("STIP")

STIP is the primary performance-based pay vehicle the Corporation uses to reward executives for their contributions to strong financial and operational performance in a financial year. Its purpose is to motivate executives to help the Corporation achieve its financial and safety goals, and to reward them to the extent that goals are achieved. All senior managers, including the NEOs, participate in the STIP.

The graphic below displays the method in which STIP is calculated:

CEO's STIP is based 100% on Corporate Performance (calculated as 90% Financial Performance + 10% Safety Performance) with no individual performance factor.

DEFINITIONS: "Adjusted EBIT" is defined as adjusted net earnings before the effects of interest expense, income taxes and equity earnings in affiliates and joint ventures, but including the equity investment EBIT from our affiliates and joint ventures accounted for using the equity method. "Adjusted EBITDA" is defined as adjusted EBIT before the effects of depreciation, amortization and equity investment depreciation and amortization. Both Adjusted EBIT and Adjusted EBITDA are Non-GAAP financial measures. The terms "Bonus EBIT" and "Bonus EBITDA" refer to Adjusted EBIT and Adjusted EBITDA subject to certain adjustments. See "Non-GAAP Financial Measures" in our Management Discussion & Analysis for the year ended December 31, 2019.

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Corporate performance accounts for 50% of the STIP award. Together, Bonus EBIT and Bonus EBITDA performance, split equally, comprise 90% of the Corporate weighting of the STIP, and safety performance comprises the remaining 10% of the Corporate weighting.

Individual performance accounts for 50% of the STIP award for the NEOs, other than the CEO, whose STIP is based 100% on Corporate performance.

STIP Targets

The Board approves both the financial targets (Bonus EBIT and Bonus EBITDA) and safety target each year. These targets are intended to be challenging. The Board approved the Bonus EBIT and Bonus EBITDA targets for the year ending December 31, 2019 after having taken into account the results from 2018, as well as the budget and business plans prepared. The Board also approved the safety metric and target for the year ending December 31, 2019, considering the results and areas of focus from 2018.

STIP Awards

The HRCC recommends the STIP award for the CEO on the basis of the Corporation's Bonus EBIT, Bonus EBITDA and safety performance. The Board approves the CEO's STIP award. The HRCC approves the STIP awards for other NEOs, on the recommendation of the CEO, based on the same criteria.

The following table sets forth the STIP target, maximum STIP award for the year ended December 31, 2019, and actual STIP award for each NEO.

NEO	CY2019 STIPTarget asPercentage ofBase Earnings	STIP Target (a)		Maximum STIP.Award (D)		Actual CY2019STIP Award (c)
Martin R. Ferron	100% $	625,000	$2.0x$ $	1,250,000	S	472,362
Joseph C. Lambert	100% $	383.750	$1.5x$ $	575.625	- $	290,085
Jason W. Veenstra	100% $	285.000	$1.5x$ $	427.500	-S	215,397
Barry W. Palmer	75% $	228.188	$1.5x$ $	256.712	- $	172,484
Jordan A. Slator	70% $	154.000	$1.5x$ $	161.700	S	116.412

(a) STIP Target is determined as follows: Base earnings from January 1, 2019 to December 31, 2019, multiplied by CY2019 STIP Target Percentage. This calculation takes into consideration base salary changes made part way through the calendar year and the number of eligible calendar days in the period.

(b)The Maximum STIP Award is based on two times (2.0x) the STIP Target for the period for Mr. Ferron and one and one-half times (1.50x) the STIP Target for the period, for all other NEOs.

(c)Represents STIP Award, a portion of which, certain NEOs allocated to their CY2019 STIP to DSUs, as follows: Mr. Ferron - 20%; Mr. Lambert -20%; Mr. Palmer - 20%; and Mr. Veenstra - 50%.

Long-Term Incentive Plan ("LTIP")

The purpose of the Corporation's equity-based LTIP is to motivate NEOs to achieve sustained mid and long-term performance, which will increase the value of the Corporation over the long term and generate sustained returns for shareholders. Under the LTIP, incentives are awarded to NEOs in the form of Performance Share Units ("PSUs"), with the pay-out value linked to total shareholder return ("TSR") in relation to that of the Corporation's peer group, and Restricted Share Units ("RSUs"), the pay-out value of which is directly linked to share price. Share Options, which were previously awarded under the LTIP, were replaced by PSUs in 2014.

100% of each NEO's LTIP is tied to TSR

The performance targets and payouts for TSR in relation to the Corporation's peer group are indicated below:

NACG TSR Percentile Rank relative to the Comparator Group	% of TSR Target Earned
At or above 90th Percentile (Maximum)	200%
75th Percentile (Stretch)	150%
50th Percentile (Target)	100%
25th Percentile (Threshold)	25%

Annual Target LTIP:

NEO	Annual LTIPValue at Target(% of base salary)	% as RSUs	% as PSUs
Martin R. Ferron	150 %	40 %	60 %
Joseph C. Lambert (a)	130 %	40 %	60 %
Jason W. Veenstra	100 %	40 %	60 %
Barry W. Palmer (a)	70 %	40 %	60 %
Jordan A. Slator	45 %	40 %	60 %

(a) Mr. Lambert's and Mr. Palmer's LTIP Targets increased as of October 1, 2019 to 130% for Mr. Lambert and 70% for Mr. Palmer in support of the Corporation's consultant's 2019 Executive Compensation Review and aligning their LTIP pay for performance to market positions.

The following described the basic terms of RSUs and PSUs:

Participants	Management Employees active on the grant date.
Vesting	"Cliff-vest" three years from the date of grant.
Performance Cycle	Three years from the grant date.
Performance Measure	RSU settlement is based on the fair market value of a common share as ofthe maturity date.
	PSU settlement is based on TSR over a three-year period, relative to theCorporation's comparator group.
	PSU participants may receive 0% to 200% of their target grant, based onTSR Performance Measures.
Settlement Timing	Settled within 90 days following Maturity Date and in any event no later thanDecember 31 of the year in which the Maturity Date occurs.
Equity Settlement	Settled by issuances of shares purchased on the open market by an arm'slength trust established for such purpose.
Change of control	Become earned. See below for details.
Termination	Become forfeited. See below for details.

Under the RSU Plan, an RSU and/or a PSU is a right granted to a participant to receive, at the Corporation's option, either a Common Share of the Corporation or a cash payment equivalent to the fair market value of a Common Share of the Corporation. Certain RSUs granted to the CEO vest over a three-year period, one-third on each anniversary of the grant date. All other RSUs "cliff-vest" on the third anniversary of the grant date. Subject to performance criteria, all PSUs "cliff-vest" on the third anniversary of their grant date. If any dividends are paid on the NACG Common shares, additional RSUs or PSUs will be credited to the participant to reflect such dividends. The RSU plan provides that, in the event of termination of a participant (with or without cause), all RSUs and PSUs that are not earned RSUs are immediately forfeited, unless otherwise permitted under a participant's employment agreement. In the event of retirement or disability of a participant, all earned RSUs will be redeemed within 30 days of the maturity date. Any RSUs which have not completed their prescribed term (credited RSUs) will continue to be eligible to become earned RSUs as if the participant was still employed by the Corporation. On the death of a participant, all credited RSUs or PSUs will be deemed earned and will be redeemed within 90 days of the date of the participant's death, or in the case of PSUs, will be settled following receipt of the results required to measure the

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2019 Compensation Decisions Regarding NEOs

STIP Program Objectives and Results

For the year ended December 31, 2019, the following corporate goals were recommended by the HRCC and approved by the Board under the STIP program:

Metric	2019 Target	2019 Achievement	Actual STIPScore
Financial Performance (90% weighting)
EBIT (Adjusted)(50% weighting)	The Corporation achieved $71M Adjusted EBIT from continuingoperations, equivalent to 82.8% of the Financial PerformanceTarget.
EBITDA (Adjusted)(50% weighting)	The Corporation achieved $174M Adjusted EBITDA fromcontinuing operations, equivalent to 91.1% of the FinancialPerformance Target.		87%
Safety Performance (10% weighting)
("TRIR")	Total Recordable Injury Rate Achieve a TRIR of 0.50 or less	In 2019, there were a total of 7reportable injury cases, resulting	100%

NACG continues its journey to zero workplace injuries. For that reason, safety performance continues to be a contributing factor to achieving our STIP goals and in 2019, the Total Recordable Injury Rate ("TRIR") was used as the safety metric. The TRIR is an industry and nationally-recognized standard safety measure. It is based on the total number of work-related injury and illness cases reported that require more than standard first aid treatment, as it relates to the total number of employee hours worked (refer also to the EXECUTIVE COMPENSATION - Short-Term Incentive Plan in this document for the calculation for TRIR).

in a TRIR of 0.33.

For 2019, there were a total of seven reportable injury cases, resulting in a TRIR of 0.33. This is a further decrease from our TRIR in 2018, which was 0.37. Despite a 70% increase in exposure hours to 4.2 million, our number of reportable injury cases increased by two. With a 0.50 TRIR or less target for 2019, the safety performance measure was deemed achieved and 100% of the safety portion of the STIP will be paid out.

For the fiscal year 2019, the financial metrics used in the STIP performance metrics were Adjusted EBIT and Adjusted EBITDA, equally weighted and comprising 90% of the overall Corporate performance measures. The Corporation achieved $71 million in Adjusted EBIT, or 82.8% of the target and $174 million in Adjusted EBITDA, or 91.1% of the target. Overall, the Corporation reached 75.6% of its safety and financial targets and resulted in the CEO receiving an STIP award of 75.6% of his target.

Executive Team Achievement Highlights and Awards - 2019

Focusing on our strategy, our NEOs drove the Corporation forward in 2019. The following are the highlights affecting the major areas of the business:

Integration of Acquisitions – Assess gaps in equipment and training to meet business requirements with defined plans and timelines to fill any deficiencies.

Following the purchase of heavy construction fleet and related equipment from the mining division of a major contract construction company:

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Chairman & CEO Total Direct Compensation Target Pay Mix

2019 LTIP Component		Number of Units Grant Date Value ($)
$RSUs^{(a)}$	26.998	375.002
$PSUs^{(b)}$	40.497	562.503
Total	67.495	937,505

(a)Value of RSUs is based on 40% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares on the July 1, 2019 grant date ($13.89).

(b)Value of PSUs is based on 60% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares July 1, 2019 grant date ($13.89).

Under the STIP, Mr. Ferron's annual incentive award is targeted at 100% of annual base salary and is linked to achievement of corporate results.

Mr. Ferron's Corporate goal achievements included the following:

Growth and	Increased revenue growth through the marketing of equipment maintenance services; and
Diversification:	Addition of new remanufacturing and component rebuild facilities as another expandedclient service and revenue source;
Execution Excellence:	Improving the overall financial health of the Corporation:
	Increasing revenue 75% and Adjusted EBITDA by 71%;
	Adjusted EBIT margin of 10%;
	Return on Invested Capital (ROIC) of 10%, as a measure of Adjusted EBIT lesscurrent income tax expense and deferred income tax expense for the trailingtwelve months divided by the average invested capital over the same period tocalculate how efficiently we use our capital to generate profits; and
	Return on Equity (ROE) of 25%+, as a measure of profitability that calculates howmany dollars of profit the Corporation generates with each dollar of shareholders'equity.
Corporate Excellence:	Reporting efficiencies gained through the implementation of business systems among theCorporation and the newly acquired Nuna Group;
Talent Management:	Oversight of short, mid and long-term succession planning of the senior leadership of theCorporation; and
	Mentoring members of the executive team by articulating the vision of the Corporation andinspiring them to achieve common goals that move the Corporation in the direction of thatvision.

These achievements attributed to an STIP payout at 75.6% of target for Mr. Ferron, which resulted in an STIP award of $472,362 for the year ended December 31, 2019.

Joseph C. Lambert

As President and COO, Mr. Lambert is responsible for driving operational and corporate excellence for NACG's heavy construction and mining business activities, projects and assets as well as maintenance services. Mr. Lambert has direct oversight over operations activities, asset management, maintenance, and support services including: estimating, business development, health, safety and environment, training and human resources.

Since his appointment as President and COO in 2017, Mr. Lambert's base salary had remained at an annual rate of $375,000 until his recent increase to $410,000 effective October 1, 2019. This pay increase is a result of 2018 and 2019 Corporate performance and in recognition of the growth, through acquisition, achieved by the Corporation under Mr. Lambert's leadership. Mr. Lambert's total direct compensation at target is comprised of 70% of pay "atrisk" through short- and long-term incentive plans, with 40% of Mr. Lambert's long-term incentive awards tied to the Corporation's share price performance. Also, 60% of the variable long-term compensation is in the form of PSUs, having a TSR performance metric measured against the peer group. Mr. Lambert's LTIP compensation component increased from 100% to 130% of base salary effective October 1, 2019. This adjustment was based on the Corporation's independent compensation consultant's Executive Compensation Review in August 2019. The percentage increase aligns to the LTIP market rate for that position at the P50 level.

President & COO Total Direct Compensation Target Pay Mix

2019 LTIP Component		Number of Units Grant Date Value ($)
$RSUs^{(a)}$	10.800	150.012
PSUs (b)	16.199	225,004
Total	26.999	375,016

(a)Value of RSUs is based on 40% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares on the July 1, 2019 grant date ($13.89).

(b)Value of PSUs is based on 60% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares July 1, 2019 grant date ($13.89).

Under the STIP, Mr. Lambert's annual incentive award is targeted at 100% of annual base salary and is linked to achievement of corporate results and individual achievements.

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EVP & CFO Total Direct Compensation Target Pay Mix

2019 LTIP Component		Number of Units Grant Date Value ($)
$RSUs^{(a)}$	8.208	114.009
$PSUs^{(b)}$	12.312	171.014
Total	20.520	285.023

(a)Value of RSUs is based on 40% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares on the July 1, 2019 grant date ($13.89).

(b)Value of PSUs is based on 60% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares July 1, 2019 grant date ($13.89).

Under the STIP, Mr. Veenstra's annual incentive award is targeted at 100% of annual base salary and is linked to achievement of corporate results and individual achievements.

Mr. Veenstra's individual goal achievements included the following:

Corporate Excellence:	Implemented business systems and reporting processes to gain efficiencies among theCorporation, the new acquisitions and joint ventures by leveraging the expertise ofpersonnel in the Corporation's Finance, Information Technology and Shared Servicesteams:
	Drive Corporate financial strategy and support operational decision-makers through theuse of refined reporting systems, while maintaining regulatory filing requirements; and
On-going financial analysis of corporate balance sheet to allow the Corporation accuratefinancial data and forecasting to steer Corporate short and long-business strategy;
Talent Management:	Actively support the leadership development training of members of Finance,Information Technology, Procurement and Business Shared Service teams with acommon goal that supports the Corporate vision.

These goal achievements resulted in an STIP payout at 75.6% of target for Mr. Veenstra, which resulted in an STIP award of $215,397 for the year ended December 31, 2019.

Barry W. Palmer

As Senior Vice President, Operations, Mr. Palmer is responsible for the oversight and planning, developing and executing of a strategy for operations in the Oil Sands region through leading project development, execution and management, leadership, both in inspiring a progressive employee relations culture and strong safety culture, and in representing the Corporation in industry and in client relations.

Mr. Palmer's base salary was increased to $320,000 effective October 1, 2019, his first increase in six years. According to the peer group comparison completed by our consultant in July 2019, Mr. Palmer's base salary was below the P50 target for base salary. This increase brings his salary closer in alignment with the peer group data and with the compensation philosophy for the Corporation's Executive team. Mr. Palmer's total direct compensation

at target is comprised of 60% of pay "at-risk" through short- and long-term incentive plans, with 29% of Mr. Palmer's long-term incentive plan awards tied to the Corporation's share price performance. Also, 60% of the variable longterm compensation, having a TSR performance metric measured against the peer group. Mr. Palmer's LTIP compensation component increased from 65% to 70% of base salary effective October 1, 2019. This adjustment was based on the Corporation's independent compensation consultant's Executive Compensation Review in August 2019. The dollar amount increase aligns to the LTIP market rate for that position at the P50 level.

SVP, Operations Total Direct Compensation Target Pay Mix

2019 LTIP Component		Number of Units Grant Date Value ($)
$RSUs^{(a)}$	5.597	77.742
PSUs (b)	8.396	116.620
Total	13.993	194.362

(a)Value of RSUs is based on 40% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares on the July 1, 2019 grant date ($13.89). (b)Value of PSUs is based on 60% of the NEO's LTIP Award at the time

of grant, divided by the fair market value of the Corporation's shares July 1, 2019 grant date ($13.89).

Under the STIP, Mr. Palmer's annual incentive award is targeted at 75% of annual base salary and is linked to achievement of corporate results and individual achievements.

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VP & General Counsel Total Direct Compensation Target Pay Mix

2019 LTIP Component		Number of Units Grant Date Value ($)
$RSUs^{(a)}$	2.787	38.711
$PSUs^{(b)}$	4.180	58,060
Total	6.967	96.771

(a)Value of RSUs is based on 40% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares on the July 1, 2019 grant date ($13.89).

(b)Value of PSUs is based on 60% of the NEO's LTIP Award at the time of grant, divided by the fair market value of the Corporation's shares July 1, 2019 grant date ($13.89).

Under the STIP, Mr. Slator's annual incentive award is targeted at 70% of annual base salary and is linked to achievement of corporate results and individual achievements.

Mr. Slator's individual goal achievements included the following:

Integration ofAcquisitions:	Overview of new client contracts in 2019, following the purchase of heavy constructionfleet and related equipment from the mining division of a major contract constructioncompany in November 2018; and
	Implementation of new legal structures in relation to acquisition of a 49% interest in theNuna Group of Companies in October of 2018;
Growth andDiversification:	Establishment of legal structures and risk mitigation measures in relation to expansion ofthe business outside of Canada; andEstablishment of joint ventures in relation to building new lines of business andgeographic diversification; and
Execution Excellence:	Leading the Corporation's issuance of $55 million of 5% convertible unsecuredsubordinated debentures.

These goal achievements resulted in an STIP payout at 75.6% of target for Mr. Slator, which resulted in an STIP award of $116,412 for the year ended December 31, 2019.

Share Ownership Guidelines

As part of the Corporation's effort to align executive interests with shareholder interests, it has adopted share ownership guidelines for senior executive officers. The guidelines must be achieved within five years from the date the senior executive officer is appointed a member of executive management. All share ownership is to be in the form of equity in the Corporation, in each case represented by NACG Common Shares, DSUs or RSUs. Once the share ownership threshold is achieved, the number of NACG Common Shares, DSUs, and RSUs representing the compliance level must be held for at least 30 days to qualify. Thereafter, the aggregate number of NACG Common Shares, DSUs or RSUs that were required to achieve compliance must be maintained in order to remain compliant,

regardless of a subsequent decrease in NACG Common Share price. The following table summarizes compliance with the share ownership guidelines for each NEO as at December 31, 2019:

Named Executive Officers	Stock Ownership Target as aMultiple of Salary	In Compliance Yes/No
Martin R. Ferron	4.0x	Yes
Joseph C. Lambert	2.5x	Yes
Jason W. Veenstra	1.5x	Yes
Barry W. Palmer	1.5x	Yes
Jordan A. Slator	1.0x	Yes

Risk Management

As a key part of its oversight of board and executive compensation, the HRCC considers the implications of the risks associated with the Corporation's compensation policies, including obtaining advice of external compensation experts and internal legal counsel to identify and mitigate such risks. The key risks identified by the HRCC in relation to compensation are: (a) ensuring alignment of executive behavior with shareholder interests; (b) ensuring executives are not rewarded for taking undue risks outside the established risk tolerances for the Corporation; (c) ensuring compensation is at market levels so as to be able to attract and maintain talented executives while not over-paying for their services; (d) ensuring the Corporation's compensation plans encourage a balance between short-term and long term results. The HRCC believes that it has implemented policies, procedures and compensation plans and mechanisms that mitigate all of these risks, including taking the following actions:

• Made a majority of the targeted annual compensation of each NEO "at-risk" and contingent on achieving pre-determined objectives or based on the appreciation of the Corporation's share price over the mid to long term;
• Regularly benchmarked base, variable and total compensation against a peer group of organizations $\bullet$ selected by the HRCC as relevant for compensation benchmarking purposes;
• Structured the Short-term Incentive Plan (STIP) with a balanced, diversified mix of financial and nonfinancial performance measures, each intended to improve different elements of the Corporation's business;
• Changed the STIP targets to 45% Adjusted EBITDA, 45% Adjusted EBIT and 10% safety, starting in 2018, thereby placing an emphasis on the Corporation's income and cash flow within the incentive plan;
• $\bullet$ Set a threshold for STIP payout, established to compensate strong Corporation performance against stretch targets (while also capping the STIP payout for the CEO and for the other NEOs);
• Provided the executive team members with the option of converting up to 50% of their STIP payout to $\bullet$ DSUs, where more of their pay is invested in the Corporation and tied to share price;
• Adopted formal share ownership guidelines for NEOs, which require them to hold a target dollar value of equity in the Corporation while employed in an executive position;
• Implemented a vesting period of up to three years for RSUs and PSUs to align executives' interests and efforts with those of shareholders over the long term;
• Granted RSUs and PSUs annually, with varying vesting periods to those granted to the CEO, to provide overlapping performance cycles that require sustained levels of performance to achieve a consistent payout;
• Provided strong oversight of the executive compensation program by using discretion to adjust metrics or payouts based on results, events and/or individual circumstances;
• Implemented a formal anti-hedging policy which prohibits directors and employees, including executive officers, from short-selling or hedging securities of the Corporation, including a prohibition on purchasing financial instruments that are designed to hedge or offset a decrease in market value of securities granted as compensation or otherwise held directly or indirectly by the director or employee; and

Implemented a formal executive compensation claw-back policy which ensures executive officers are not able to benefit through an overpayment of performance-based compensation that is based on an error or omission in determining the compensation, the misconduct of the executive officer or a restatement of financial results (other than a restatement caused by a change in applicable accounting rules or interpretations).

Executive Compensation Alignment with Shareholder Interests

Performance Graph and Table

The following graph compares the percentage change in the cumulative NACG Shareholder return for $100 invested in NACG Common Shares at the closing price of $3.68 on the last trading day of December 2014, with the total cumulative return of the S&P/TSX Composite Index ("S&P/TSX Index") and the S&P/TSX Equal Weight Oil & Gas Index ("S&P/TSX Oil & Gas Index") for the period from December 31, 2014 to December 31, 2019. On the last trading day of December 2019, NACG Common Shares closed at $15.74 per NACG Common Share on the TSX. The chart below displays that the NACG share price significantly out-performed the indices in 2019.

December 31,	2015($)	2016($)	201/(3)	2018(3)	2019(5)
NACG (TSX)	67.12	140.76	170.65	330.16	427.72
S&P/TSX Index (1)	88.91	104.48	110.78	97.88	116.61
S&P/TSX Oil & Gas Index (1)	72.73	98.43	86.68	63.63	70.53
NEO Total Direct Compensation $($ M)^{(0)}$	3.86	4.27	4.72	5.98	4.97

(i)Source: https://web.tmxmoney.com

(ii) The December 31, 2018 NEO Total Direct Compensation rose as a result of the addition of the CFO in September 2018.

The graph also shows the total direct compensation of the Corporation's NEOs over the same five-year reporting period (see also the Summary Compensation Table within this discussion and analysis). The total direct compensation of our NEOs follows the TSX trading market trend, as, in a typical reporting year, where NACG share value was lower, the NEO total direct compensation was lower; conversely when the NACG share value increased, the NEO total direct compensation also increased. NEOs individual compensation is directly linked to share value, particularly with long-term awards tied to the financial performance of the Corporation, and in particular to TSR.

Trends Between NEO Compensation and Shareholder Value

To best demonstrate the link between NACG's NEO compensation and shareholder return on investment, the following graph is included, which displays the CEO's total direct compensation target, summary compensation reported and realized (actual) pay for each of the five years 2015 - 2019, ending December 31, 2019. The graph also indicates the cumulative return for $100 invested in NACG Common Shares over the same period.

As described in our "Executive Compensation Philosophy", aligning executive compensation with shareholder interests is a key concern of the HRCC and Corporation. While target compensation for the CEO remained static, when NACG's share price rose significantly in 2018 and remained at similar levels throughout 2019, the realized pay for the CEO increased as his long-term incentive awards (RSUs, PSUs and vested share options) began to vest and provide gains from the original grant award values. The "at-risk" pay is designed such that when long-term financial and strategic objectives are achieved, the share price rises and the realized pay component increases.

CEO Compensation vs. NACG TSX Indexed Value for the Five Year 2015-2019

• The CEO's base salary and LTIP grant compensation remained unchanged over this five-year period.
• As share price rose 428%, Realized Pay has increased, with the vesting of prior grants of share units and share options.
• Particularly for 2018 and 2019, Realized Pay includes settlements from past awards of equity shares and cash settlements of vested and exercised share options.

Definitions:

• Target Compensation Base pay, annual incentive at target performance, grant value of long-term incentive awards.
• SCT Pay – Compensation as reported in the Summary Compensation Table (SCT) includes base pay, $\bullet$ annual incentive paid, grant value of long-term incentive awards
• Realized Pay Base pay, annual incentive paid, payouts of long-term incentive awards and exercised share options.
• NACG (TSX) Indexed Value Value of $100 invested in NACG shares on December 31, 2014.

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• (d) review and approve the compensation package for the Executive Management of the Corporation, other than the CEO, including without limitation, base salaries, annual incentive compensation, retirement, health and welfare benefits and perquisites. In this Charter, "Executive Management" includes the CEO, President and COO, EVP and CFO, Senior Vice President(s) and Vice-President(s);

• (e) review and recommend to the Board for approval the structure, implementation, participation, amendments or termination of all long-term incentive compensation programs, including but not limited to: the Share Option Plan, Deferred Share Unit Plan (DSU Plan), and the Performance Share Unit (PSU) and Restricted Share Unit (RSU) Plan;

• (f) review and recommend to the Board for approval the compensation package for the Committee Chairs and other directors;

• (g) review and recommend to the Board for approval the recruitment, evaluation and succession plans for the CEO;

• (h) review and approve the recruitment, appointment, evaluation and succession plans for the Executive Management of the Corporation, other than the CEO;

• (i) retain, compensate, and terminate, as applicable, any independent compensation consultants or other consultants to advise and assist the Committee with respect to its responsibilities. The Committee will have sole authority to approve the consultant's fees and the other terms and conditions of the consultant's retention; and

• (j) undertake any other activity that may be reasonably necessary for the Committee to carry out its responsibilities as set out in this Charter.

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Incentive Plan Awards

Outstanding Share-Based Awards

The following table summarizes the number and value of outstanding share-based awards for each of the NEOs for the year ended 2019:

NEO	Number ofSecurities thathave Not Vested	Market or PayoutValue of Securitiesthat have NotVested "	Number ofSecurities that.have Vested (c)	Market or PayoutValue of vestedshare-basedawards not paidout or distributed (a)
Martin R. Ferron	284,626	4,480,019	196.743	3,096,738
Joseph C. Lambert	108,717	1,711,205	65,582	1,032,264
Jason W. Veenstra	46,332	729.261	nil	nil
Barry W. Palmer	70,930	1,116,432	61,681	970,859
Jordan A. Slator	32.080	504.945	nil	nil

(a) Represents RSUs, PSUs and reinvested dividends (rounded to the nearest whole number) for all NEOs granted but unearned as at December 31, 2019.

(b)RSU value is the NOA Closing Price as of December 31, 2019 on the TSX, which was $15.74 (Canadian dollars), for all awarded RSUs, as though the earned units were settled on that date. PSU value is the NOA Closing Price as of December 31, 2019 on the TSX, which was $15.74 (Canadian dollars), for all awarded PSUs, as though the earned units were settled on that date, multiplied by the TSR performance factor at target (100%).

(c)Represents DSUs and reinvested dividends (rounded to the nearest whole number) for all NEOs granted to December 31, 2019, with the exception of Mr. Veenstra and Mr. Slator, who do not have any DSUs.

(d) DSU value is the NOA Closing Price as of December 31, 2019 on the TSX, which was $15.74 (Canadian dollars), as though the earned units were redeemed on that date.

Outstanding Option-Based Awards

The Corporation has not issued options under its Share Option Plan since 2014, at which time Share Options under the LTIP were replaced by PSUs. The following table summarizes the number and value of outstanding optionbased awards for each of the NEOs for the year ended December 31, 2019. Each unexercised option represents one underlying common voting share in the capital of the Corporation.

NEO	UnexercisedOptions (includingthose unvested)	Option ExercisePrice	Option Expiry Date	Value ofUnexercised In-the-MoneyOptions WhichHave Vested (a)	Value ofUnexercised In-the-MoneyOptions WhichHave Not YetVested (b)
Martin R. Ferron	50,000	$2.79	June 15, 2022	647,500	nil
	50,000			$647,500
Joseph C. Lambert	9,400	$10.13	December 13, 2020	52,734	nil
	14,600	$6.56	November 30, 2021	134,028	nil
	14,000	$2.75	September 19, 2022	181,860	nil
	17,100	$5.91	December 18, 2023	168,093	nil
	55,100			$536,715
Barry W. Palmer	40,000	$2.75	September 19, 2022	519,600	nil
	7,400	$5.91	December 18, 2023	72,742	nil
	47,400			$592,342
Jason W. Veenstra (c)	nil	nil	nil	nil	nil
Jordan A. Slator	6,700	$6.56	November 30, 2021	61,506	nil
	5,000	$2.75	September 19, 2022	64,950	nil
	7,500	$5.91	December 18, 2023	73,725	nil
	19,200			$200,181

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The table below shows the incremental payments, payables or benefits to each NEO that would have been triggered by, or would have resulted from, a termination or change in control as at December 31, 2019. Mr. Ferron's compensation on a change in control assumes that he has also been terminated or that he has elected to terminate his contract for reasons that constitute "Good Reason" under his employment contract (i.e. that the double-trigger provisions in his contract have been invoked):

$\sim$

			RSU Plan	DSU Plan	ShareOption Plan			Retiring Allowance
NEO	Event	$\left(\frac{\mathfrak{F}}{2}\right)^{(a)}$	RSU Value, PSU Value,$($ $)	DSU Value$($ $)	ShareOptionValue ($) (d)	Salary ($)	AnnualBaseSalary(Factor)	STIP	Total $($)$
Martin R. Ferron	Change inControl	1,248,885	3,231,134	nil	647,500	1,250,000	2.0x	1,125,000	7,502,519
	Terminationother than forCause)	1,248,885	3,231,134	nil	647,500	625,000	1.0x	562,500	6,315,019
Joseph C.Lambert	Change inControl	684,492	1,026,713	nil	536,715	nil	N/A	nil	2,247,920
	Termination(other than forCause)	nil	nil	nil	536,715	615,000	1.5x	369,000	1,520,715
Jason W.Veenstra	Change inControl	291,711	437.550	nil	N/A	nil	N/A	nil	729,261
	Termination(other than forCause)	nil	nil	nil	N/A	285,000	1.0x	256,500	541,500
Barry W. Palmer	Change inControl	446,573	669,859	nil	592,342	nil	N/A	nil	1,708,774
	Terminationother than forCause)	nil	nil	nil	592,342	480,000	1.5x	216,000	1,288,342
Jordan A. Slator	Change inControl	201,978	302,967	nil	200,181	nil	N/A	nil	705,126
	Termination(other than forCause)	nil	nil	nil	200,181	352,500	1.5x	148,050	700,731

(a) RSU value is the NOA Closing Price as of December 31, 2019 on the TSX, which was $15.74 (Canadian dollars), for all awarded RSUs, as though the earned units were settled on that date. Change of control accelerates vesting of RSUs; it does not increase the number. Termination other than for cause accelerates vesting of RSUs with respect to the CEO and results in forfeiture for other NEOs.

(b) PSU value is the NOA Closing Price as of December 31, 2019 on the TSX, which was $15.74 (Canadian dollars), for all awarded PSUs, as though the earned units were settled on that date, multiplied by the TSR performance factor at target (100%). Change of control accelerates vesting of PSUs; it does not increase the number. Termination other than for cause accelerates vesting of PSUs with respect to the CEO and results in forfeiture for other NEOs.

(c) DSU terms are not affected by a termination or change of control. The payout provisions remain the same regardless of the reason for departure.

(d)Share Option value is the December 31, 2019 Closing Price of one NACG Common Share on the Toronto Stock Exchange, which was $15.74, less the option exercise price multiplied by the number of outstanding option-based awards as of December 31, 2019, as though the options were exercised on that date.

The termination arrangements contained in each employment agreement are outlined for each NEO as follows:

Martin R. Ferron

In accordance with the provisions of Mr. Ferron's amended and restated executive employment agreement effective June 26, 2014, he is employed for an indefinite term, which will continue until terminated by him or by the Corporation. If his employment is terminated by the Corporation without cause, he will receive a payment equal to one times his annual base salary, which equates to $625,000 as of December 31, 2019. In addition, if his employment is terminated by the Corporation without cause, Mr. Ferron is entitled to an additional payment equal to 90% of the amount of his target STIP Award under the STIP for the then-current fiscal year, pro-rated to the date of termination, which equates to a maximum of $562,500 as of December 31, 2019. Mr. Ferron is subject to certain non-competition agreements for a period of one year following termination, and certain confidentiality agreements until such time as the confidential information becomes publicly available, and the payment of such sums pursuant to Mr. Ferron's employment agreement is dependent on Mr. Ferron's compliance with such non-competition and confidentiality agreements. In the event of a change of control, Mr. Ferron's executive employment contract calls for a retiring allowance equal to two times his annual base salary which equates to $1,250,000; additional retiring allowance equivalent to two times 90% of the STIP target which equates to $1,125,000; actual STIP earned if termination occurs after fiscal-year end but before STIP payment date; 90% of target STIP (pro-rated) if termination occurs after Q2 but before fiscal year end; all earned RSUs and earned PSUs to be paid out and unvested options will accelerate and vest as of termination date.

Joseph C. Lambert

In accordance with the provisions of Mr. Lambert's executive employment agreement effective September 27, 2010, he is employed for an indefinite term, which will continue until terminated by him or by the Corporation. If terminated after his tenth anniversary of employment with the Corporation or one of its predecessors, he will receive a payment equal to one and one half times his annual base salary, which equates to $615,000 as of December 31, 2019. In addition, if his employment is terminated by the Corporation without cause, Mr. Lambert is entitled to an additional payment equal to 90% of the amount of his target bonus under the STIP for the then-current fiscal year pro-rated to the date of termination, which equates to a maximum of $369,000 as of December 31, 2019. Mr. Lambert is subject to certain non-competition agreements for a period of one year following termination, and certain confidentiality agreements until such time as the confidential information becomes publicly available, and the payment of such sums pursuant to Mr. Lambert's employment agreement is dependent on Mr. Lambert's compliance with such noncompetition and confidentiality agreements.

Jason W. Veenstra

In accordance with the provisions of Mr. Veenstra's executed employment agreement with his appointment to Executive Vice President and Chief Financial Officer, effective September 10, 2018, he is employed for an indefinite term, which will continue until terminated by him or by the Corporation. If terminated on or prior to his fifth anniversary of employment with the Corporation or one of its predecessors, he will receive a payment equal to one times his annual base salary, which equates to $285,000 as of December 31, 2019. If terminated after his fifth anniversary of employment, but prior to the tenth anniversary of employment with the Corporation or one of its predecessors, he will receive a payment equal to one and one quarter times his annual base salary, which equates to $356,250 as of December 31, 2019. If terminated after his tenth anniversary of employment with the Corporation or one of its predecessors, he will receive a payment equal to one and one-half times his annual base salary, which equates to $427,500 as of December 31, 2019. In addition, if his employment is terminated by the Corporation without cause, Mr. Veenstra is entitled to an additional payment equal to 90% of the amount of his target bonus under the STIP for the then-current fiscal year pro-rated to the date of termination, which equates to a maximum of $256,500 as of December 31, 2019. Mr. Veenstra is subject to certain non-competition agreements for a period of one year following termination, and certain confidentiality agreements until such time as the confidential information becomes publicly available, and the payment of such sums pursuant to Mr. Veenstra's employment agreement is dependent on Mr. Veenstra's compliance with such non-competition and confidentiality agreements.

Barry W. Palmer

In accordance with the provisions of Mr. Palmer's most recently executed employment agreement with his appointment to Senior Vice President, Operations, effective December 1, 2018, he is employed for an indefinite term, which will continue until terminated by him or by the Corporation. If terminated after his tenth anniversary of employment with the Corporation or one of its predecessors, he will receive a payment equal to one and one-half times his annual base salary, which equates to $480,000 as of December 31, 2019. In addition, if his employment is terminated by the Corporation without cause, Mr. Palmer is entitled to an additional payment equal to 90% of the amount of his target bonus under the STIP for the then-current fiscal year pro rated to the date of termination, which equates to a maximum of $216,000 as of December 31, 2019. Mr. Palmer is subject to certain non-competition agreements for a period of one year following termination, and certain confidentiality agreements until such time as the confidential information becomes publicly available, and the payment of such sums pursuant to Mr. Palmer's employment agreement is dependent on Mr. Palmer's compliance with such non-competition and confidentiality agreements.

Jordan A. Slator

In accordance with the provisions of Mr. Slator's executed employment agreement with his appointment to Vice President and General Counsel effective December 1, 2018, he is employed for an indefinite term, which will 6BAG<AH8 HAG<? G8E@<A4G87 5L ;<@ BE 5L G;8 BECBE4G<BA? #9 G8E@<A4G87 49G8E ;<F 9<9G; 4AA<I8EF4EL B9 8@C?BL@8AG 5HG CE<BE GB G;8 G8AG; 4AA<I8EF4EL B9 8@C?BL@8AG J<G; G;8 BECBE4G<BA BE BA8 B9 <GF CE87868FFBEF ;8 J<?? E868<I8 4 C4L@8AG 8DH4? GB BA8 4A7 BA8 DH4EG8E G<@8F ;<F 4AAH4? 54F8 F4?4EL J;<6; 8DH4G8F GB 4F B9 868@58E ? #9 G8E@<A4G87 49G8E ;<F G8AG; 4AA<I8EF4EL B9 8@C?BL@8AG J<G; G;8 BECBE4G<BA BE BA8 B9 <GF CE87868FFBEF ;8 J<?? E868<I8 4 C4L@8AG 8DH4? GB BA8 4A7 BA8;4?9 G<@8F ;<F 4AAH4? 54F8 F4?4EL J;<6; 8DH4G8F GB 4F B9 868@58E ? #A 477<G<BA <9 ;<F 8@C?BL@8AG <F G8E@<A4G87 5L G;8 BECBE4G<BA J<G;BHG 64HF8 'E? -?4GBE <F 8AG<G?87 GB 4A 477<G<BA4? C4L@8AG 8DH4? GB B9 G;8 4@BHAG B9 ;<F G4E:8G 5BAHF HA78E G;8 -.#* 9BE G;8 G;8A6HEE8AG 9<F64? L84E CEBE4G87 GB G;8 74G8 B9 G8E@<A4G<BA J;<6; 8DH4G8F GB 4 @4K<@H@ B9 4F B9 868@58E 'E? -?4GBE <F FH5=86G GB 68EG4<A ABA6B@C8G<G<BA 4:E88@8AGF 9BE 4 C8E<B7 B9 BA8 L84E 9B??BJ<A: G8E@<A4G<BA 4A7 68EG4<A 6BA9<78AG<4?<GL 4:E88@8AGF HAG<? FH6; G<@8 4F G;8 6BA9<78AG<4? <A9BE@4G<BA 586B@8F CH5?<6?L 4I4<?45?8 4A7 G;8 C4L@8AG B9 FH6; FH@F CHEFH4AG GB 'E? -?4GBERF 8@C?BL@8AG 4:E88@8AG <F 78C8A78AG BA 'E? -?4GBERF 6B@C?<4A68 J<G; FH6; ABA6B@C8G<G<BA 4A7 6BA9<78AG<4?<GL 4:E88@8AGF

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Compensation Structure

Each of the Corporation's non-employee Directors receives an annual retainer. The chair of each board committee receives an additional annual chair retainer. The Director compensation program was put in place in 2008 and has been reviewed by Mercer Canada in 2015, 2018 and 2019. As a result of the review, adjustments were made to the fee structure. Up to and including 2019, the Directors were also compensated with meeting attendance fees. Those attendance fees were eliminated as of January 1, 2020. The Chair receives no remuneration in addition to that paid to him as CEO. All Directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with their services pursuant to the Corporation's policies. The table below outlines the annual retainer and attendance fees paid to non-employee Directors in 2019.

			Compensation by Category	Compensation by Method of	TotalCompensation
Director	BoardRetainer ($)	CommitteeChair andLead DirectorRetainer $($)^{(a)}$	AttendanceFees $($)$	Fees Paid inCash ($)	Fees paid inDSU's $($)^{(b)}$	Total FeesEarned ($)
Ronald A. McIntosh	110,000	nil	22,500	66,250	66,250	132,500
William C. Oehmig (c)	27,500	1,250	7,500	nil	36,250	36,250
Bryan D. Pinney (d)	110,000	47,000	22,500	nil	179,500	179,500
John J. Pollesel (e)	110,000	3,750	22,500	nil	136,250	136,250
Maryse C. Saint-Laurent (1)	43,940	nil	1,500	23,470	21,970	45,440
Thomas P. Stan (g)	110,000	9,000	30,000	74,500	74,500	149,000
Jay W. Thornton (h)	110,000	10,000	16,500	nil	129,000	129,000
Kristina E. Williams (i)	43,940	nil	1,500	22,720	22,720	45,440
Total	665,380	71,000	124.500	186,940	639,250	842,500

(a) The Chair of each Committee and the Lead Director must take 50% of their additional annual retainer for serving as Chair or Lead Director in DSUs.

(b)Amounts reflect grant date fair value of DSUs as calculated in accordance with the deferred share unit plan.

(c)Mr. Oehmig was on the board and Chair of the Operations Committee for a portion of 2019.

(d)Mr. Pinney was the Chair of the Audit Committee and Lead Director for 2019.

(e)Mr. Pollesel was Chair of the Operations Committee for a portion of 2019.

(f)Ms. Saint-Laurent was on the Board for a portion of 2019.

(g)Mr. Stan was the Chair of the HRCC for 2019.

(h)Mr. Thornton was Chair of the Governance Committee for a portion of 2019.

(i)Ms. Williams was on the Board for a portion of 2019.

Deferred Share Unit Plan

The Corporation's Deferred Share Unit Plan ("DSU Plan") was approved on November 27, 2007 by the Corporation's Board and became effective on January 1, 2008. DSUs may be granted to each member of the Board (the "Director Participants") as well as to certain senior management employees approved by the Board as being participants in the DSU Plan. The DSU Plan provides that Director Participants receive 50% (or if they choose, up to 100%) of their fees in the form of DSUs. In addition, directors may elect any amount of their variable compensation (i.e. meeting fees) to be paid in the form of DSUs. DSUs vest immediately upon grant and may be redeemed when the Participant ceases to hold office. In the event a director ceases to hold office, all DSUs will be redeemed by the Corporation within 21 days following: (a) in the case of directors that are U.S. taxpayers, the date of such termination; and (b) in the case of all other directors, by December 1 of the calendar year immediately following the year by which such termination takes place (unless an earlier date is elected by the director after termination). A Participant has no further rights respecting any DSU which has been redeemed. As and when dividends are paid on the Corporation's shares, DSUs are issued to holders in an amount equivalent to the dividend that would have been earned if the DSU was a share.

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The following table sets forth the value of share-based awards of the independent directors that vested during the year ended December 31, 2019:

Director	Share-Based Awards -Value Vested Duringthe Year ($) (a)
Ronald A. McIntosh	95,337
William C. Oehmig (b)	42,349
Bryan D. Pinney	194,839
John J. Pollesel	137,795
Maryse C. Saint-Laurent	21,976
Thomas P. Stan	78,261
Jay W. Thornton	144,321
Kristina E. Williams	22,730

(a) Includes the value of DSUs and reinvested dividends earned during the calendar year ended December 31, 2019, multiplied by their fair market value on the record date ("FMV").

(b)Mr. Oehmig earned DSUs and dividends up to March 31, 2019, prior to his resignation as a Director.

Indebtedness of Directors and Officers

None of the directors, executive officers or employees of the Corporation or any of its subsidiaries, nor any of the former directors, executive officers or employees of the Corporation or any of its subsidiaries, had any outstanding indebtedness to the Corporation or any of its subsidiaries, nor to any other entity where the indebtedness was the subject of a quarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, during the year ended December 31, 2019, or as at the date of this Circular.

Interest of Informed Persons in Material Transactions

At no time since the beginning of the Corporation's last completed fiscal year, has any informed person of the Corporation (as such term is defined under applicable securities laws), any proposed director of the Corporation or any associate or affiliate of any such informed person or proposed director had any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries except as disclosed in the "Interest of Management and Others in Material Transactions" section of the Corporation's Annual Information Form.

CORPORATE GOVERNANCE

Independence

National Policy 58-201 - "Corporate Governance Guidelines" of the Canadian Securities Administrators recommends that boards of directors of reporting issuers be composed of a majority of independent directors. Further, listing requirements of the New York Stock Exchange applicable to foreign private issuers require that the Board be composed of a majority of independent directors. With six of the seven directors proposed to be nominated considered independent, the Board is composed of a majority of independent directors. The Chairman, Martin Ferron, is considered to have a material relation with the Corporation by virtue of his executive officer position with the Corporation and is therefore not independent. The Lead Director, Bryan D. Pinney, is however an independent director. The Board of Directors has determined that each of the directors, other than Martin Ferron, is an independent director within the meaning of the rules of the New York Stock Exchange applicable to U.S. domestic listed companies and applicable Canadian securities laws.

To facilitate open and candid discussion among the Corporation's independent directors, the Board holds in-camera sessions which exclude any non-independent directors. In-camera meetings are held as part of every regularly scheduled board meeting and are led by the Lead Director. In the fiscal year ended December 31, 2019, each board meeting included such in-camera sessions, and except for the in camera sessions, there were no separate meetings of independent board members that took place.

Directorships with Other Issuers

Currently, the following directors serve on the boards or act as trustees of other public companies, as listed below. As of the date of this Circular no Directors of the Corporation sit together on boards of other public corporations.

Name	Name of Reporting IssuerExchange		From
Ronald A. McIntosh	TSX, NYSEAdvantage Oil & Gas Ltd.		September, 1998
Bryan D. Pinney	Persta Resources Inc.		February, 2016
	Sundial Growers Inc.	NASDAQ	December 18, 2019
	TransAlta Corporation	TSX, NYSE	April, 2018
John J. Pollesel	First Cobalt Corporation	OTCQB, TSX-V	May, 2017
	Noront Resources Ltd.	TSX-V	June, 2017
Maryse Saint-Laurent	Guyana Goldfields Inc.	TSX	March, 2019
	Turquoise Hill Resources Ltd.	TSX	January, 2017

Director Meeting Attendance and Committee Membership

During 2019 there were a total of 5 meetings of the Board, 5 meetings of the Audit Committee, 5 meetings of the Human Resources & Compensation Committee, 1 meeting of the Governance Committee and 4 meetings of the Operations Committee. The following chart illustrates the committee membership and attendance by directors at Board and Committee meetings during the year ended December 31, 2019.

	HumanResources &
	Board	Audit	Compensation	Governance	Operations
Martin R. Ferron	$5$ of $5$	N/A	N/A	N/A	N/A
Ronald A. McIntosh	$5$ of $5$	$5$ of $5$	N/A	$1$ of $1$	4 of 4
William C. Oehmig	$2$ of $2$	N/A	$2$ of $2$	N/A	$1$ of $1$
Bryan D. Pinney	$5$ of $5$	$5$ of $5$	$5$ of $5$	N/A	N/A
John J. Pollesel	$5$ of $5$	$5$ of $5$	N/A	1 of 1	4 of 4
Maryse C. Saint-Laurent	$1$ of $1$	N/A	N/A	N/A	N/A
Thomas P. Stan	$5$ of $5$	$5$ of $5$	$5$ of $5$	$1$ of $1$	4 of 4
Jay W. Thornton	4 of 5	N/A	4 of 5	N/A	$3$ of $4$
Kristina E. Williams	1 of 1	N/A	N/A	N/A	N/A

. "N/A" means not on Committee in 2019 or no meeting held in 2019 while on the Committee

• Changes to board and committee membership over the course of 2019 meant that not every director was a member of the board or of the listed committees throughout the whole of the year. The above chart reflects that.

The above chart also reflects that the functions of the Governance Committee were carried out by the Operations Committee prior to August 6, 2019, at which time the Governance Committee was created as a separate committee.

Board of Directors Mandate

The Corporation has adopted a Corporate Governance Policy and Board Mandate which sets the framework for how the Board approaches its mandate and addresses such things as (i) the responsibility of the Board to monitor the operation of the business, provide oversight of risk management, internal control and corporate communications, and approve the strategic and ethical directions of the Corporation, (ii) committees of the Board of Directors (which include an Audit Committee, Human Resources & Compensation Committee and Operations Committee), (iii) qualifications, responsibilities, orientation and education of the directors, and (iv) succession planning. The Corporate Governance Policy and Board Mandate for the Corporation is attached hereto as Schedule "A" and can be found on the Corporation's website at www.nacg.ca.

Position Descriptions

The position descriptions for the Chairman of the Board, the Lead Director, the Committee Chairs and the Chief Executive Officer, including their respective roles and responsibilities, are all set out in the attached Governance Policy and Board Mandate.

Orientation and Continuing Education

The Governance Committee, in conjunction with the Board Chair, the Lead Director and the Chief Executive Officer of the Corporation, is responsible for ensuring that new Directors are provided with an orientation and education about the business of the Corporation. New Directors are provided with written information about the duties and obligations of Directors, the structure and role of the Board and its Committees, the Board's mandate, Committee Charters, compliance requirements for directors, corporate policies as well as agendas and minutes for recent Board and Committee meetings and opportunities for meetings and discussion with senior management and other directors. The goal is to ensure that new directors fully understand the nature and operation of the Corporation's business.

Management encourages the Directors to attend relevant education and development opportunities to improve their skills and abilities to carry out the role as a director at the Corporation. Expenses associated with attendance at seminars, conferences and education sessions and/or membership to the Institute of Corporate Directors are reimbursed by the corporation.

Management has provided two sources of training and industry seminars which have been placed on the director extranet site and are updated regularly:

• (a) Industry Conferences Management updates this list as conferences are scheduled.
• (b) Access to the Institute of Corporate Directors website This website offers current information for directors and a variety of development opportunities.

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In order to ensure compliance with the Code, the Board and the Corporation have implemented an ethics reporting policy (the "Reporting Policy"), a copy of which may be obtained at the Corporation's website at www.nacg.ca. The objectives of the Reporting Policy are to (i) provide a means of reporting non-compliance with the Code and (ii) to comply with the Sarbanes Oxley Act and securities regulations. Under the Reporting Policy, the Corporation's personnel are required to report any conduct which they believe, in good faith, to be a violation or apparent violation of the Code. The Corporation keeps the identity of the person making the report for every reported violation confidential, except as otherwise required by law, and a copy of all reported violations are confidential until action is taken to correct the violation, at which time the violation may become known (but not the identity of the individual filing the report). The Policy further provides that there is not to be any retaliation against the reporter.

The Corporation has the option to report violations of the Code either internally or externally in the following ways:

• (a) internal reporting is through a supervisor, the Corporation's executive or its Board of Directors and its Committees;
• (b) effective anonymous reporting is through an independent ethics reporting firm; or
• (c) directly to the Chairman of the Board, the Lead Director or Audit Committee Chair.

In all cases there are two reviewers for each reported violation, which ensures an effective independent review and a control over segregation of reviewing responsibility to ensure that reported violations are investigated appropriately and thoroughly. For serious violations of the Code, the Audit Committee Chair, the Lead Director or the Board Chair will be advised immediately of the reported violation. All reported violations are summarized and provided to the Audit Committee at least quarterly. The Audit Committee Chair, the Lead Director and the Board Chair will have access, at all times, to the status and content of Reported Violations.

The Code provides additional safeguards to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest by requiring that all personnel avoid any activity which creates or gives the appearance of a conflict of interest between an individual's personal interests and the Corporation's interests. Specifically, the Code provides that, unless a waiver is granted, no personnel shall (i) seek or accept any personal loan or guarantee of any obligation or services from any outside business, (ii) act as a consultant or employee of or otherwise operate an outside business if the demands of the outside business would interfere with the employee's responsibilities to the Corporation, (iii) conduct business on behalf of the Corporation with a close personal friend or immediate family member, or (iv) take for themselves opportunities that arise through the use of the Corporation's property or information or through their position within the Corporation.

Governance Committee and Nomination of Directors

The Governance Committee is responsible for identifying, assessing and recommending to the board of directors new nominees for election to the board of directors by the shareholders at annual meetings or to fill vacancies on the board that occur between shareholder meetings. The Committee normally identifies potential new candidates through a combination of external search firms and by direct referral from board members or others. Potential candidates are vetted through a process of due diligence and are also interviewed by members of the Committee, the Chair, the Lead Director, and by other members of the board. After assessing potential candidates the Committee makes a recommendation to the Board. In addition to its role in identifying, assessing and recommending new candidates for board nomination, the Committee also conducts an annual review with respect to re-nomination of incumbents and makes recommendations to the board of directors regarding corporate governance matters, policies and practices generally, including with respect to environmental and social governance matters. In accordance with the listing requirements of the New York Stock Exchange applicable to domestic listed companies and applicable Canadian securities laws, the board of directors has affirmatively determined that the Committee is composed solely of independent directors. Our board of directors has adopted a written charter for the Governance Committee that is available on our website at www.nacg.ca. The Governance Committee is currently composed of Ronald McIntosh, Bryan Pinney and Maryse Saint-Laurent, with Maryse Saint-Laurent serving as Chair.

Human Resources & Compensation Committee

The Human Resources & Compensation Committee is charged with the responsibility for supervising board and executive compensation policies for the Corporation and its subsidiaries, overseeing administration of employee incentive plans, reviewing officers' salaries, approving significant changes in executive employee benefits and recommending to the Board such other forms of remuneration as it deems appropriate. The board's process for determining compensation for the Corporation's executives is described in extensive detail above under "Compensation Discussion and Analysis". The process for determining board compensation involves obtaining the advice of independent compensation consultants to determine a market-competitive compensation package that aligns with the interests of shareholders and is comparative to the board compensation paid by our peer group. Based on such advice, the Committee makes periodic recommendations to the board regarding changes in compensation. In accordance with the listing requirements of the New York Stock Exchange applicable to domestic listed companies and applicable Canadian securities laws, the board of directors has affirmatively determined that the Committee is composed solely of independent directors. Our board of directors has adopted a written charter for the Committee that is available on our website at www.nacg.ca. The Human Resources and Compensation Committee is currently composed of Thomas Stan, Bryan Pinney and Maryse Saint-Laurent, with Thomas Stan serving as Chair.

Audit Committee

The Audit Committee recommends independent public accountants to the Board of Directors, reviews the quarterly and annual financial statements and related management discussion and analysis, press releases and auditor reports, and reviews the fees paid to our auditors. The Audit Committee approves quarterly financial statements and recommends annual financial statements for approval to the Board. The Audit Committee is currently composed of Bryan Pinney, Ronald McIntosh, John Pollesel and Kristina Williams, with Mr. Pinney serving as Chairman. In accordance with Rule 10A-3 under the Securities Exchange Act of 1934, as amended, the listing requirements of the New York Stock Exchange and the requirements of the Canadian Securities regulatory authorities, our board of directors has affirmatively determined that our Audit Committee is composed solely of independent directors. Our board of directors has adopted a written charter for the Audit Committee that is attached as Exhibit A to this AIF and is also available on our website at www.nacg.ca.

Operations Committee

The Operations Committee is responsible for monitoring, evaluating, advising and making recommendations on matters relating to the health and safety of our employees, the management of our health, safety and environmental risks, due diligence related to health, safety and environment matters, as well as the integration of health, safety, environment, economics and social responsibility into our business practices, overseeing all of our non-financial risks, approving our risk management policies, monitoring risk management performance, reviewing the risks and related risk mitigation plans within our strategic plan, reviewing and approving tenders and contracts greater than $50 million in expected revenue and any other matter where board guidelines require approval at a level above CEO, and reviewing and monitoring all insurance policies including directors and officer's insurance coverage. In accordance with the listing requirements of the New York Stock Exchange applicable to domestic listed companies and applicable Canadian securities laws, the board of directors has affirmatively determined that the Operations Committee is composed solely of independent directors. Our board of directors has adopted a written charter for the Operations Committee that is available on our website at www.nacg.ca. The Operations Committee is currently composed of Ronald McIntosh, John Pollesel, Thomas Stan and Kristina Williams, with John Pollesel serving as Chair.

Board Assessment

The board, its committee and the directors are regularly assessed with respect to their effectiveness and contribution. At each regular quarterly meeting of the board and each of its committees, an in camera session is held separate from management in which, among other things, the board and each committee perform selfassessments. Such quarterly assessments are conducted through frank and open discussion among board members or committee members, as applicable. On an annual basis the board conducts a more formal peer review survey. Under the annual peer review process, the General Counsel for the Corporation circulates questionnaires to be filled out on a confidential basis by all directors addressing such topics as independence, roles and responsibilities, leadership, director selection, competencies and development, agendas meetings and minutes, board relationships and communication, information and internal reporting, board dynamics and decision making, strategic responsibilities, financial reporting and internal controls and individual director effectiveness and contribution. The responses to such surveys are reviewed by the Lead Director, who then presents a summary of

key comments or issues identified to the board as a whole for discussion. Any changes resulting from such discussion are then implemented.

Director Term Limits

The Corporation has not adopted term limits for its directors. In the view of the Corporation, optimal governance is aided by a combination of board renewal and board continuity. The Governance Committee considers and assesses Board and committee composition on a regular basis as well as performing peer review assessments with an eye to ensuring the Board and its committees are comprised of persons having the qualifications, skills, knowledge, experience and expertise necessary for effective governance of the Corporation. Any shortcomings identified by the Operations Committee are brought forward to the Board and recommendations for recruitment or other change are made as are determined by the Board to be in the best interests of the Corporation. Our seven nominees, who are all also current members of the Board, have an average tenure of 5 years and 1 month.

Board and Senior Management Diversity

The Board believes that, in addition to having a Board comprised of highly experienced and skilled individuals, having a diversity of perspectives and viewpoints among its members is a significant benefit to the Corporation. To these ends, the Corporation has established a written policy that when identifying, nominating and selecting candidates for appointment or election to the Board, the Governance Committee and the Board will consider:

• (a) the qualifications, skills, knowledge, experience and expertise of each potential candidate and the way in which the same would complement the qualifications, skills, knowledge, experience and expertise of existing Board members; and
• (b) whether each potential candidate is a woman, aboriginal person, person with disabilities or member of a visible minority and the extent to which such candidate's appointment would advance the Board's diversity objectives.

In this regard the Board has set an objective to achieve and maintain diversity among its members, including the target of having women comprise at least 30% of its members by December 31, 2022. The Corporation has already taken significant measures to meet this target by appointing two women to the Board in 2019. Currently, women hold two of eight, or 25%, of all positions on the Corporation's board. Upon election of the directors put forward for nomination at the Annual General Meeting to which this Circular relates, women will hold two of seven, or 29%, of all board positions. At the start of 2019, women held no positions on the Corporation's board. The Board and the Governance Committee have been charged with the responsibility of ensuring this policy is implemented, assessing its effectiveness and ensuring that targets are met within the specified period. The board has not set any specific targets for representation of aboriginal persons, persons with disabilities or members of visible minorities on the board at this time, nor does it presently have any persons within such designated groups on its board. The board has determined that it is not of sufficient size to make such targets practical within a reasonable time-frame and does not wish to set such a long time-frame as to make the targets meaningless. The board and Governance Committee will reassess this periodically, however.

The Board also believes that diversity of perspectives and viewpoints at the senior management level is equally as important as at the Board level and, accordingly, the Corporation has established a written policy that the same diversity criteria as are considered for identifying, nominating and selecting board candidates are to be considered when identifying and selecting candidates for appointment to senior management positions. Under such policy, management is required to report to the Governance Committee and to the Board at least annually on the programs and processes that have been implemented by the Corporation for the purpose of advancing women in senior management roles and the progress achieved under those programs and processes. The Corporation has not set any specific targets for representation of women, aboriginal persons, persons with disabilities or members of visible minorities in senior management, nor does it currently have any women, aboriginal persons, persons with disabilities or members of visible minorities in senior management.

The Governance Committee and the Board will review and assess, on a regular basis and no less than once per year, the effectiveness of its diversity policy and whether its objectives and targets are being met.

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SCHEDULE A - CORPORATE GOVERNANCE POLICY AND BOARD MANDATE

1 Introduction

The Board is responsible for the stewardship of the Corporation as well as supervision of the management of the business and affairs of the Corporation. The Board is committed to following corporate governance practices that help ensure the Board serves the best interests of the Corporation in discharging those responsibilities. This Policy sets out the framework for those corporate governance practices.

2 Objectives

The objectives of this Policy are to:

• (a) establish a framework to assist the Board in achieving good corporate governance in all aspects of the Corporation's business; and
• (b) ensure compliance with the governance requirements of applicable regulators and stock exchanges.

3 Definitions

In this Policy:

• (a) "Board" means the board of directors of the Corporation;
• (b) "CEO" means the Chief Executive Officer of the Corporation;
• (c) "Chair" or "Board Chair" means the chair of the Board;
• (d) "Committee" means any committee of directors established by the Board for the purpose of carrying out certain delegated functions of the Board;
• (e) "Committee Chair" means the chair of any Committee;
• (f) "Corporation" means North American Construction Group Ltd.;
• (g) "Executive Officer" means the CEO, President, Chief Operating Officer, Chief Financial Officer and each Vice-President of the Corporation; and
• (h) "Lead Director" means the lead director appointed under Section 5.5, if applicable.

4 Scope

This Policy applies to all activities of the Board.

5 Policy

5.1 Directors

The Board has determined that it will be comprised of at least 6 directors in order to fill all of the Committees required for an effective governance structure and to meet the regulatory requirements of applicable stock exchanges. The Board has also determined that there will be no more than 10 directors in order to encourage lively, informed discussion and facilitate decision-making while managing the costs of operating the Board.

Directors are expected to use their skill and experience to provide oversight to the business of the Corporation. Directors are expected to attend meetings and to be prepared to participate actively and knowledgeably. A full description of the responsibilities of each director is set out in Appendix A.

5.2 Chair

The Board will elect a Chair who shall remain as the Chair until such time as he or she retires or until an alternate Chair is selected. The position description for the Chair is set out in Appendix B.

5.3 Committees

In order to ensure effective management of the workload and concurrently meet the regulatory requirements of applicable stock exchanges the Board will delegate certain of its responsibilities to the following Committees:

• (a) Audit Committee
• (b) Human Resources and Compensation Committee
• (c) Operations Committee

The Board will appoint a Committee Chair for each Committee from among the members of the Committee. The position description for Committee Chairs is set out in Appendix C.

Each Committee will prepare a charter to describe its responsibilities and will annually review its charter to ensure it is current. Each Committee charter, and any amendments, will be reviewed and approved by the Operations Committee and the Board and publicly disclosed on the Corporation's website once approved.

Each Committee will perform an assessment of its effectiveness each year based on the guidelines set by the Operations Committee and will report the findings of that annual review to the Board.

5.4 Board and Committee Composition

The Board will periodically review Board and Committee composition, consider and approve the nomination of directors recommended by the Operations Committee, fill vacancies among the directors, appoint additional directors and appoint directors to Committees.

5.5 Director Qualifications and Diversity Criteria

In addition to having a Board comprised of highly experienced and skilled individuals, having a diversity of perspectives and viewpoints among its members is a significant benefit to corporate governance. To this end, the Board will, when identifying and selecting candidates for appointment or election to the Board, consider:

• (a) what competencies, qualifications, skills, knowledge, experience and expertise the Board, as a whole, should possess;
• (b) the competencies, qualifications, skills, knowledge, experience and expertise of existing Board members;
• (c) the competencies, qualifications, skills, knowledge, experience and expertise of potential candidates and the way in which the same would complement that of existing Board members;
• (d) whether potential candidates can devote sufficient time and resources to his or her duties as a board member; and
• (e) diversity criteria, including but not limited to the gender, age, cultural and geographic backgrounds of potential candidates and how the same would lead to greater diversity on the Board.

Diversity of perspectives and viewpoints at the executive level is equally as important as at the Board level and, accordingly, the Board will also consider the above diversity criteria when identifying and selecting candidates for appointment to Executive Officer positions.

It is not in the best interests of the Corporation or its shareholders to set any specific targets or quotas for recruiting Board members or Executive Officers based on diversity criteria. Diversity criteria will be considered as one important aspect of the identification and selection process but should not be considered paramount to other important criteria.

5.6 Independence

The Board will be composed of a majority of independent directors. Each Committee will be composed solely of independent directors.

The Board has determined that an independent director is a director who is not a member of management and who does not have a relationship with the Corporation or with management that may affect or be perceived to affect, the director's ability to act in the best interests of the Corporation. A director is not independent if he or she does not satisfy the independence requirements contained in any applicable securities legislation or regulation or in the rules or policies of any applicable regulator or stock exchange on which the Corporation's securities are listed for trading. The Board may adopt other categorical standards for determining whether a director is independent and will review the independence of each of the nonmanagement directors annually.

The CEO of the Corporation will serve as a director of the Corporation and will be the only management director.

In the event the Board determines that it is appropriate and in the best interests of the Corporation to have the same individual serve concurrently as both Chair and CEO, the Board may make such appointment. In such case, however, the Board will appoint an independent director (the "Lead Director") to act as the effective leader of the Board, to ensure that the Board's agenda will enable the Board to successfully carry out its duties and to facilitate the Board's exercise of independent judgment in carrying out its duties. The position description for the Lead Director is set out in Appendix D.

The Board has adopted a policy of meeting in camera, with only independent directors present, at each regularly scheduled Board meeting. In camera sessions are of no fixed duration and participating directors are encouraged to raise and discuss any issues of concern.

Directors are expected to speak and act independently, respecting differing views held by other directors and management.

5.7 Interlocks

An interlock occurs when two or more directors of the Corporation are members on the same board of directors of another public company. No more than two directors may sit on the same public company board without the prior consent of the Board. In considering whether or not to permit more than two directors to serve on the same board, the Board must take into account all relevant considerations including, in particular, the total number of Board interlocks at that time. Also, none of the members of the Audit Committee may serve on more than three public company audit committees without Board approval.

5.8 Strategic Planning

The Board will adopt a strategic planning process and approve, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business of the Corporation.

5.9 Identification and Management of Risks

The Board will identify the principal risks of the Corporation's business and ensure the implementation of appropriate systems to manage such risks, including ensuring implementation of appropriate internal control and management information systems.

5.10 Ethics

The Board is responsible for ensuring a culture of integrity within the Corporation and in fulfilling that responsibility will:

• (a) satisfy itself as to the integrity of the Executive Officers and that the Executive Officers create a culture of integrity throughout the organization;
• (b) approve and adopt a Code of Conduct and Ethics Policy applicable to directors, officers and employees of the Corporation and periodically review the same to ensure conformance with evolving best practices for corporate governance;
• (c) monitor compliance with the Code of Conduct and Ethics Policy, address and respond to any material departures from the same by any director or Executive Officer that come to the attention of the Board, consider any request for a waiver from the provisions of the same for the benefit of any director or Executive Officer and grant any such waiver if determined by the Board to be appropriate and in the best interests of the Corporation; and
• (d) ensure that, in conducting its business, the Board avoids conflicts of interest by directors.

A director has a conflict if he or she is:

• (a) a party to a material contract or transaction or proposed material contract or transaction with the Corporation;
• (b) a director or officer of any entity which is a party to a material contract or transaction or proposed material contract or transaction with the Corporation; or
• (c) a person who has a material interest in any entity which is a party to a material contract or transaction or proposed material contract or transaction with the Corporation.

Immediately upon becoming aware of an actual or potential conflict of interest a director shall inform the Chair as well as the Lead Director if a Lead Director has been appointed. The director shall also advise the CEO and the corporate secretary of the conflict.

Because it may be impractical for a director who serves as a director or officer of another entity or who has a material interest in another entity to know that the entity is entering into a material contract or transaction with the Corporation (and therefore to give notice of every such material contract or transaction), it is sufficient for the director to deliver a general notice to the Board declaring that he or she is a director or officer or has a material interest in an entity and is to be regarded as interested in any material contract or transaction made with that entity. To minimize the possibility of a conflict of interest not being identified, directors will provide to the Corporation and update annually, a list of all shares and options held in the Corporation and all other director positions they hold or shares held in other organizations.

5.11 Director Compensation

The Board will compensate directors in a form and amount that is fair and appropriate for the services they perform and which is customary for comparable companies, having regard to such matters as time commitment, responsibility and trends in director compensation.

The Board, based upon recommendations of the Compensation Committee, will periodically review the adequacy and form of directors' compensation, including compensation of the Chair and the Committee Chairs, to ensure that it is competitive and realistically reflects the responsibilities and risks involved in being a director.

To more closely align the interests of directors and the Corporation's shareholders, a portion of the directors' fees may be paid in the form of equity, which may be in the form of deferred share units or other stockbased compensation. In addition, directors are encouraged to hold shares of the Corporation for their own accounts.

A management director will not receive additional compensation for Board service.

5.12 Orientation and Education for Directors

The Board, in conjunction with management, will provide an orientation program for new directors. The Board will ensure that all new directors understand the role of the Board and its Committees. Each director will be provided with a copy of all of the corporate governance policies and charters. Management will conduct orientation sessions with new directors to review the Corporation's business, issues, risks and opportunities.

The Board, in conjunction with management, will provide continuing education opportunities for all directors so that individuals may maintain or enhance their skills and abilities as directors on an ongoing basis. Management will provide directors with opportunities to increase their knowledge and understanding of the Corporation's business and to ensure their understanding of the Corporation's business remains current.

5.13 Executive Team

The Board will appoint the Executive Officers of the Corporation and will monitor their performance against a set of mutually agreed corporate objectives directed at maximizing shareholder value. The Board will ensure that Executive Officers receive training and education as determined by the Board to be appropriate to ensure their ongoing professional development and improvement.

The Board expects management succession planning to be an ongoing activity to be reviewed and approved by the Board. This planning process will include, on a continuing basis, the CEO's recommendation of a successor in the event of an unexpected incapacitation of the CEO.

5.14 Access to Advisors

The Board and each Committee will have access to independent legal, accounting, financial and other advisors as each deems necessary or appropriate to assist the Board or Committee in the conduct of its respective duties. The engagement of such advisors will be at the expense of the Corporation.

Any individual director who wishes to engage a non-management advisor at the expense of the Corporation to assist on matters involving his or her responsibilities as a director must review the request with and obtain the authorization of the Chair. Authorization of the Lead Director must also be obtained where a Lead Director has been appointed.

5.15 Term Limits

As set out in the by-laws, the election of directors will take place at each annual meeting of shareholders where the terms of all directors then in office shall be deemed to end. If qualified, however, each shall be eligible for re-election. The Board has determined that fixed term limits for directors should not be established. The Board is of the view that such a policy would have the effect of forcing directors off the Board who have developed, over a period of service, considerable insight into the Corporation and who, therefore, can be expected to provide an increasing contribution to the Board. At the same time, the Board recognizes the value of some turnover in Board membership to provide ongoing input of fresh ideas and views and annually considers changes to the composition of the Board.

5.16 Evaluation

The Board is responsible to ensure the continued effectiveness of the Board, its Committees and the individual directors and to foster a process of continuing improvement. Each director will periodically participate in a Board and Committee effectiveness assessment as well as an individual assessment by the director's peers. Board and Committee assessments will consider, among other things, the effectiveness of the Board or Committee in achieving its mandate as set out in this Policy or the relevant Committee charter, as applicable. Individual peer assessments will consider, among other things, the competencies and skills the individual director is expected to bring to the Board, the director responsibilities set out in Appendix A and the applicable position descriptions for any director serving as Board Chair, Lead Director or the chair of any Committee. The Operations Committee is responsible for establishing the process for Board, Committee and individual director assessments.

APPENDIX A: Responsibilities of Directors

Directors are expected to:

• Understand and fulfill the legal requirements and fiduciary and other obligations of a director.
• Act honestly and in good faith with a view to the best interests of the Corporation.
• Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
• Participate, as necessary, in the review and approval of Corporation policies and strategies and in monitoring their implementation.
• Exercise their directors' powers for the purposes for which they are intended.
• Comply with the Corporation's Code of Conduct and Ethics Policy.
• Disclose to the Board when their personal interests and their duty to the Corporation are brought into conflict.
• Use their abilities, experience and influence constructively.
• Respect the confidentiality of fellow Board members and of the Corporation.
• Understand the difference between governing and managing and not encroach on management's mandate and areas of responsibility.
• Participate, as requested by the Board, on Board Committees. The Board will endeavour to limit a director's participation to two Committees in order to enable the director to give proper attention to each Committee, as well as to the Board. Committee members are expected to become knowledgeable about the purpose and goals of the relevant Committees, as well as the process of Committee work and the role of management, staff and outside advisors supporting the Board's Committees.
• When appropriate, communicate with the Board Chair and the CEO between meetings and be responsive when an officer of the Corporation or member of the Board desires to communicate between meetings.
• Prepare for Board and Committee meetings in advance.
• Attend all regular scheduled Board and Committee meetings in person. It is acceptable, on an infrequent basis, for directors to participate in these meetings by conference call if attendance in person is not possible. A director will notify the Board Chair or the CEO if he or she will not be able to attend or participate in a meeting.
• Become sufficiently knowledgeable about the Corporation's business, services, principal regulators and industry.
• Develop an understanding of the role of the Corporation in the communities in which it operates.
• Maintain an understanding of the legislative, business, social and political environments within which the Corporation operates.
• Maintain an understanding of the strategic planning process and principal risks of the Corporation.
• Remain knowledgeable about the executive management structure and overall management of the Corporation.
• Keep abreast of corporate governance developments and emerging best practices in corporate governance.
• Take part in a periodic performance review of the Board as a whole and of any Committee to which he or she is a member in an honest and positive manner in order to contribute to continuous improvement in relation to the functioning of the Board and the Committees.

APPENDIX B: Board Chair – Position Description

1 Introduction

• 1.1 This position description is intended to identify the specific responsibilities of the Board Chair of the Corporation and to enhance coordination and communication between the Committee Chairs, the Board Chair, the Lead Director, the Board and the CEO.
• 1.2 The Board Chair shall be appointed by the Board and will hold office until such time as he or she resigns or is replaced by a majority vote of the Board.
• 1.3 The prime responsibility of the Board Chair is to provide leadership to the Board in matters relating to the effective execution of all Board responsibilities.
• 1.4 The Board Chair's performance will be measured against the effectiveness with which the Board functions, including satisfaction of Board members regarding the functioning of the Board.
• 1.5 The responsibilities of the Board Chair are to be carried out consistently with the principles stated in the Corporation's Code of Conduct and Ethics Policy.
• 1.6 The responsibilities of the Board Chair are to be carried out in conjunction and cooperation with the Lead Director when a Lead Director has been appointed. In any case where the Lead Director has a specific responsibility that overlaps or conflicts with the responsibilities of the Board Chair, the Board Chair's responsibilities are to be interpreted as being subject and subordinate to the responsibilities of the Lead Director.

2 Board Leadership

The Board Chair has the responsibility to:

• 2.1 Provide leadership in ensuring that the Board works harmoniously as a cohesive team.
• 2.2 Facilitate the Board functioning independently of management by ensuring that independent directors meet regularly without management or other non-independent directors present as well as by engaging outside advisors as required.
• 2.3 Provide guidance to the Board and management to ensure that the responsibilities of the Board are well understood by both the Board and management and that the boundaries between Board and management responsibilities are clearly understood and respected.
• 2.4 Attend Committee meetings and communicate with directors between meetings, as required.
• 2.5 Establish procedures to govern the Board's work including:
  • working with the CEO and Secretary to schedule meetings of the Board and its Committees;
  • developing the agenda for Board meetings with input from other directors and management;
  • working with the CEO and Secretary to ensure that proper and timely information is delivered to the Board;
  • working with the CEO to ensure that the conduct of Board meetings provides adequate time for serious discussion of relevant issues;
  • chairing all meetings of the Board, to the fullest extent possible;
  • encouraging full participation, stimulating debate, facilitating consensus and ensuring clarity regarding decision-making;
  • in conjunction with the Lead Director if applicable, ensuring that independent directors have the opportunity to meet in camera at each meeting of the Board;
  • ensuring that any decisions arising from in-camera sessions are conveyed to the Secretary to be included in the minutes of the meeting;
  • ensuring that the Board has appropriate administrative support; and

• addressing complaints, questions and concerns regarding Board matters, including consideration and approval of a director's request to engage a non-management advisor at the Corporation's expense.

3 Board Development

The Board Chair has the responsibility to:

• 3.1 Assist the Operations Committee in implementing the Board assessment process and lead the Board in discussing the results.
• 3.2 Lead in continuous improvement of Board processes and provide directors with opportunities to increase their knowledge and understanding of the Corporation's business.
• 3.3 Upon recommendation of the Operations Committee, and in conjunction with the Lead Director if applicable, approach new candidates to serve on the Board.

4 Working with Management

The Board Chair has the responsibility to:

• 4.1 Represent shareholders and the Board to management and represent management to the Board and shareholders.
• 4.2 Work with the Board and the CEO to ensure that the Corporation is building a healthy governance culture.
• 4.3 Assist in effective communication between the Board and management, including follow-up of major items required by management or the Board.
• 4.4 Communicate openly and effectively with the CEO regarding strategy, governance matters, performance of the Corporation and feedback from directors.
• 4.5 Maintain regular contact with the CEO to keep well informed on the major affairs and operations of the Corporation.
• 4.6 Assist the Compensation Committee in monitoring and evaluating the performance of the Executive Officers, except the CEO where the Chair also serves as CEO, and ensuring succession plans are in place at the senior management level.
• 4.7 Serve as advisor to the CEO and other Executive Officers.

5 Shareholder Relations

The Board Chair has the responsibility to:

• 5.1 Chair annual and special meetings of the shareholders.
• 5.2 Receive concerns addressed to the Board from stakeholders about the Corporation's corporate governance, business conduct and ethics or financial practices. The Board Chair will inform and consult with management to determine an appropriate response.

APPENDIX C: Committee Chair – Position Description

1 Introduction

• 1.1 This position description is intended to identify the specific responsibilities of each Committee Chair of the Corporation and to enhance coordination and communication between the Committee Chairs, the Board Chair, the Lead Director, the Board and the CEO.
• 1.2 Each Committee Chair shall be an independent director and shall be appointed by the Board. Each Committee Chair will hold office until such time as he or she resigns or is replaced by a majority vote of the Board.
• 1.3 The prime responsibility of each Committee Chair is to provide leadership in matters relating to the effective execution of all Committee responsibilities.
• 1.4 Each Committee Chair's performance will be measured based on the satisfaction of Committee members and of the Board regarding the functioning of the Committee.
• 1.5 The responsibilities of each Committee Chair are to be carried out in a manner consistent with the principles stated in the Corporation's Code of Conduct and Ethics Policy.

2 Role and Responsibilities

Each Committee Chair has the responsibility to:

• 2.1 provide leadership in ensuring that the Committee works harmoniously as a cohesive team;
• 2.2 facilitate the Committee functioning independently of management by meeting regularly without management and engaging outside advisors as required;
• 2.3 communicate with Committee members between meetings as required;
• 2.4 facilitate information sharing with other Committees, as required, to address matters of mutual interest or concern;
• 2.5 lead in continuous improvement of Committee processes and provide Committee members with opportunities to increase their knowledge and understanding of the Corporation's business;
• 2.6 assist in effective communication between the Committee and management, including follow-up of major items required by management, the Board or by the Committee;
• 2.7 establish procedures to govern the Committee's work including:
  • work with the CEO and Secretary to schedule meetings of the Committee;
  • develop the agenda for Committee meetings with input from the Board Chair, other Committee members and management;
  • work with the Board Chair, CEO and Secretary to ensure that proper and timely information is delivered to the Committee;
  • work with the Board Chair and CEO to ensure that the conduct of Committee meetings provides adequate time for proper discussion of relevant issues;
  • chair all meetings of the Committee;
  • encourage full participation, stimulating debate, facilitating consensus and ensuring clarity regarding decision-making;
  • report regularly to the Board on the activities of the Committee, including the results of meetings and reviews undertaken and any associated recommendations;
  • ensure that the Board Chair and the Lead Director, if one has been appointed, are briefed regularly on the key issues facing the Committee;
  • ensure that the Committee has appropriate administrative support; and
  • address complaints, questions and concerns regarding Committee matters.

APPENDIX D: Lead Director – Position Description

1 Introduction

• 1.1 This position description is intended to identify the specific responsibilities of the Lead Director of the Corporation and to enhance coordination and communication between the Committee Chairs, the Board Chair, the Lead Director, the Board and the CEO.
• 1.2 The Lead Director shall be an independent director and shall be appointed by the Board to serve in that role at any time that any particular person serves concurrently as both Board Chair and CEO. The Lead Director will hold office until such time as he or she resigns or is replaced by a majority vote of the Board or until such time as the Board determines that a Lead Director is unnecessary due to a separation of the roles of Board Chair and CEO.
• 1.3 The prime responsibilities of the Lead Director are to act as the effective leader of the Board, to ensure that the Board's agenda will enable the Board to successfully carry out its duties and to facilitate the Board's exercise of independent judgment in carrying out its duties.
• 1.4 The Lead Director's performance will be measured against the effectiveness with which the Board functions, including satisfaction of the independent directors regarding the effective exercise by the Board of independent judgement.
• 1.5 The responsibilities of the Lead Director are to be carried out consistently with the principles stated in the Corporation's Code of Conduct and Ethics Policy.
• 1.6 The responsibilities of the Lead Director are to be carried out in conjunction and cooperation with the Board Chair. In any case where the Lead Director has a specific responsibility that overlaps or conflicts with the responsibilities of the Board Chair, the Board Chair's responsibilities are to be interpreted as being subject and subordinate to the responsibilities of the Lead Director.

2 Role and Responsibilities

The Lead Director has the responsibility to:

• 2.1 together with the Board Chair, oversee the Board's discharge of its duties;

• 2.2 work with the Board chair, the CEO and the Board to ensure the Corporation is building a healthy governance culture;

• 2.3 work with the Board Chair and management to set the agenda for each meeting of the Board and ensure the Board is provided with appropriate associated materials;

• 2.4 attend Committee meetings and communicate with directors between meetings, as required.

• 2.5 together with the Board Chair, work with the Committees of the Board to ensure they have a proper structure and appropriate assignments;

• 2.6 together with the Board Chair, oversee the responsibilities and functions delegated to the Committees of the Board, including, but not limited to, compensation, performance evaluations and internal control systems;

• 2.7 assist the Compensation Committee in monitoring and evaluating the performance of the CEO and, together with the Board Chair, assist the Compensation Committee in monitoring and evaluating the performance of the other Executive Officers as well as ensuring succession plans are in place at the senior management level.

• 2.8 together with the Board Chair, take steps to foster the Board's understanding of its responsibilities and boundaries with management;

• 2.9 chair Board meetings when the Board Chair is absent or in circumstances where the Board Chair is conflicted;

• 2.10 act as a leader for the independent directors;

• 2.11 serve as an independent contact for directors, shareholders and other stakeholders on matters when the person making contact believes it to be inappropriate to discuss the matter initially with the Board Chair or in other situations where the Board Chair is not available;

• 2.12 communicate with the Board Chair and CEO so that he or she is aware of concerns of the independent directors, shareholders and other stakeholders;

• 2.13 be available to counsel the Board Chair on matters appropriate for review in advance of discussion with the full Board;

• 2.14 organize and present agendas for in camera independent director meetings based on input from directors and management;

• 2.15 preside over in camera independent director meetings and conduct the meetings in an efficient, effective and focused manner;

• 2.16 oversee the distribution of information to independent directors for purposes of in camera independent directors meetings in a manageable form, sufficiently in advance of the meeting;

• 2.17 brief the Board Chair on decisions reached or suggestions made at in camera independent director meetings;

• 2.18 perform other functions as may be reasonably requested by the Board.