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Secure Waste Infrastructure Corp. — Proxy Solicitation & Information Statement 2026
Apr 27, 2026
46533_rns_2026-04-27_6ea0465d-96d3-4b4e-adb9-0904acc0bad4.pdf
Proxy Solicitation & Information Statement
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SECURE
NOTICE OF SPECIAL MEETING OF SECURE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that, pursuant to an order (the "Interim Order") of the Court of King's Bench of Alberta (the "Court") dated April 23, 2026, a special meeting (the "Meeting") of the holders (the "SECURE Shareholders") of common shares (the "SECURE Shares") of SECURE Waste Infrastructure Corp. ("SECURE" or the "Corporation"), will be held in a hybrid format at 10:00 a.m. (Calgary time) on May 27, 2026, where SECURE Shareholders can participate in person at Brookfield Place, 225 – 6th Avenue S.W., Suite 1410, Calgary, Alberta, or through a live audio webcast accessible at meetings.lumiconnect.com/400-991-827-641, for the following purposes:
- to consider, and if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution") to approve an arrangement (the "Arrangement") under Section 193 of the Business Corporations Act (Alberta) (the "ABCA") involving, among others, SECURE, GFL Environmental Inc., and the SECURE Shareholders, all as more particularly described in the management information circular of SECURE (the "Circular") dated April 24, 2026; and
- to transact such further and other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.
Specific details of the matters to be put before the Meeting are set forth in the Circular. The password for the live audio webcast of the Meeting is "secure2026", case-sensitive.
The Arrangement is described in the Circular, which forms part of this Notice of Special Meeting of SECURE Shareholders. The full text of the Arrangement Resolution is set out in Appendix A to the Circular. The full text of the plan of arrangement (the "Plan of Arrangement") implementing the Arrangement is attached as Schedule "A" to the Arrangement Agreement (as defined in the Circular), which is attached as Appendix B to the Circular. The Interim Order is attached as Appendix C to the Circular.
THE BOARD OF DIRECTORS OF SECURE UNANIMOUSLY RECOMMENDS THAT SECURE SHAREHOLDERS VOTE "FOR" THE ARRANGEMENT RESOLUTION.
It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved by SECURE Shareholders at the Meeting. If the Arrangement Resolution is not approved by the SECURE Shareholders, the Arrangement cannot be completed.
Voting at the Meeting
Each SECURE Share entitled to be voted at the Meeting entitles the holder thereof to one vote at the Meeting in respect of the Arrangement Resolution and to one vote on any other matters to be considered at the Meeting. The Arrangement Resolution, the full text of which is set forth in Appendix A to the Circular, must, subject to further order of the Court, be approved by: (i) not less than 66⅔% of the votes cast by SECURE Shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by SECURE Shareholders present in person or represented by proxy at the Meeting, excluding those votes attached to SECURE Shares held by persons required to be excluded pursuant to MI 61-101 – Protection of Minority Security Holders in Special Transactions.
The record date (the "Record Date") for determination of SECURE Shareholders entitled to receive notice of, and to vote at, the Meeting is the close of business on April 23, 2026. Only SECURE Shareholders of record as at the Record Date are entitled to receive notice of the Meeting. SECURE Shareholders of record will be entitled to vote those SECURE Shares included in the list of SECURE Shareholders prepared as at the Record Date. If a SECURE Shareholder transfers SECURE Shares after the Record Date and the transferee of those SECURE Shares, having produced properly endorsed certificate(s) and/or DRS Advice(s) evidencing such SECURE Shares or having otherwise established that the transferee owns such SECURE Shares, demands, at least 10 days before the Meeting,
that the transferee's name be included in the list of SECURE Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such SECURE Shares on the Arrangement Resolution at the Meeting.
SECURE Shareholders are requested to date and sign the enclosed form of proxy and to deposit it with the meeting and mailing agent in respect of the Meeting, Odyssey Trust: (a) by email at [email protected]; (b) through the internet at https://vote.odysseytrust.com (detailed instructions are included with your proxy materials); or (c) by mail using the enclosed return envelope or one addressed to Odyssey Trust, Proxy Department, Traders Bank Building 1100 - 67 Yonge Street Toronto, Ontario M5E 1J8. In order to be valid and acted upon at the Meeting, forms of proxy must be received by Odyssey Trust Company by 10:00 a.m. (Calgary time) on May 25, 2026 (or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time and date on which the Meeting is reconvened or held, as the case may be).
The instrument appointing a proxy shall be in writing and shall be executed by the SECURE Shareholder or the SECURE Shareholder's attorney authorized in writing or, if the SECURE Shareholder is a corporation, by an officer or attorney thereof duly authorized.
In the event of a strike, lockout or other work stoppage involving postal employees, all documents required to be delivered by a SECURE Shareholder should be delivered by facsimile to Odyssey Trust Company at fax number: 1-800-517-4553.
The persons named in the enclosed form of proxy as management nominees are directors and/or officers of SECURE. Each SECURE Shareholder has the right to appoint another person as their proxyholder (who need not be a SECURE Shareholder) to attend and to act for such SECURE Shareholder and on such SECURE Shareholder's behalf at the Meeting. SECURE Shareholders who wish to exercise this right must do so by mail or through the internet. This right cannot be exercised by telephone. To exercise such right, (a) if doing so by mail, the names of the management proxyholders should be crossed out and the name of the SECURE Shareholder's appointee should be legibly printed in the blank space provided, or (b) if doing so through the internet, the name of the SECURE Shareholder's appointee should be included in the applicable field.
SECURE Shareholders who hold their SECURE Shares through an intermediary/broker or who otherwise do not hold their SECURE Shares in their own name ("Beneficial Shareholders") who wish to attend and vote (in person or online) at the Meeting will be required to appoint themselves as proxyholder in advance of the Meeting by writing their own name in the space provided on the form of proxy or voting instruction form provided by their intermediary/broker and register with Odyssey. In all cases, SECURE Shareholders must carefully follow the instructions set out in their form of proxy or voting instruction form, as applicable. Intermediaries frequently impose earlier deadlines for the return of voting instructions. SECURE Shareholders holding SECURE Shares through an intermediary should ensure voting instructions are communicated to their intermediary (in accordance with the instructions of such intermediary) well in advance of the Meeting to ensure such SECURE Shares are voted at the Meeting.
If a SECURE Shareholder receives more than one set of materials, it means that such SECURE Shareholder owns SECURE Shares that are registered under different names or addresses. Each form of proxy or voting instruction form received must be completed in accordance with the instructions provided therein to ensure all of your SECURE Shares are voted for at the Meeting.
A proxyholder has discretion under the accompanying form of proxy in respect of amendments or variations to matters identified in this Notice of Special Meeting of SECURE Shareholders and with respect to other matters which may properly come before the Meeting, or any adjournment(s) or postponement(s) thereof. As of the date hereof, management of SECURE knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Special Meeting of SECURE Shareholders. SECURE Shareholders who are planning to return the form of proxy are encouraged to review the Circular carefully before submitting the form of proxy.
Unless otherwise directed, it is the intention of the Persons named as management nominees in the enclosed form of proxy (or voting instruction form, as applicable), to vote such proxy "FOR" the Arrangement Resolution set forth in Appendix A to the Circular.
Dissent Rights
Under the Interim Order, registered SECURE Shareholders have the right to dissent with respect to the Arrangement and to be paid by GFL the fair value of their SECURE Shares in accordance with the provisions of Section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement. A SECURE Shareholder's right to dissent is more particularly described in the Circular and the text of Section 191 of the ABCA, the Plan of Arrangement and the Interim Order, which are attached as Appendix F, Schedule "A" to Appendix B and Appendix C, respectively, to the Circular. A registered SECURE Shareholder may not exercise rights of dissent in respect of only a portion of the SECURE Shares held by such registered SECURE Shareholder but may dissent only with respect to all of the SECURE Shares held by such registered SECURE Shareholder.
It is strongly encouraged that any registered SECURE Shareholder wishing to dissent seek independent legal advice, as the failure to strictly comply with the provisions of the ABCA, as modified by the Interim Order and the Plan of Arrangement, may prejudice such SECURE Shareholders' right to dissent. A registered SECURE Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send a written objection to the Arrangement Resolution, which written objection must be received by SECURE, c/o McCarthy Tétrault LLP, Suite 4000, 421 – 7th Avenue S.W., Calgary, Alberta T2P 4K9, Attention: Sean S. Smyth, KC, by 5:00 p.m. (Calgary time) on May 25, 2026 (or if the Meeting is adjourned or postponed, no later than 5:00 p.m.(Calgary time) on the Business Day (as defined in the Circular) that is two (2) Business Days immediately preceding the date on which the Meeting is reconvened or held, as the case may be).
Beneficial Shareholders who wish to dissent should be aware that only the registered owner of such SECURE Shares is entitled to dissent. Accordingly, a Beneficial Shareholder who desires to exercise the right of dissent must make arrangements for the SECURE Shares beneficially owned by such holder to be registered in the holder's name prior to the time written objection to the Arrangement Resolution is required to be received by the Corporation or, alternatively, make arrangements for the registered holder of such SECURE Shares to dissent on the Beneficial Shareholder's behalf.
DATED at the City of Calgary, in the Province of Alberta, this 24th day of April, 2026.
BY ORDER OF THE BOARD OF DIRECTORS OF SECURE WASTE INFRASTRUCTURE CORP.
(signed) "Michael (Mick) Dilger"
Michael (Mick) Dilger
Chair of the Board of Directors