Stella-Jones Inc. — Proxy Solicitation & Information Statement 2020

Mar 25, 2020

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Notice of Annual and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders of Stella-Jones Inc. (the “Corporation”) will be held at the Corporation’s head office, located at 3100 de la Côte-Vertu Blvd., Suite 300, Saint-Laurent, Québec Canada, on Thursday, May 7, 2020 at 10:00 a.m. (Montréal time), for the purposes of:

1. receiving the management report and the consolidated financial statements of the Corporation for the financial year ended December 31, 2019, as well as the independent auditor’s report thereon;

2. electing directors;

3. appointing auditors and authorizing the directors to fix their remuneration;

4. holding an advisory vote on the Corporation’s approach to executive compensation;

5. considering and, if deemed advisable, adopting a resolution, the complete text of which is annexed hereto as Schedule “A”, amending the Corporation’s employee share purchase plans (“Purchase Plans”) to increase the total number of common shares reserved for issuance under its Purchase Plans from 1,000,000 to 1,300,000 common shares; and

6. transacting such other business as may properly be brought before the meeting.

In light of the ongoing public health concerns related to COVID-19 and in order to comply with the measures imposed by the federal and provincial governments, the Corporation is encouraging shareholders and others not to attend the meeting in person. Shareholders are urged to vote on the matters before the meeting by proxy and to view the meeting online by way of a live webcast, details of which will be provided in the Investor Relations section of the Corporation’s website at www.stella-jones.com and published through GlobeNewswire prior to the meeting. Shareholders will be able to submit questions to management of the Corporation through the webcast at the conclusion of the meeting. The Corporation may take additional precautionary measures in relation to the meeting in response to further developments regarding COVID-19.

By Order of the Board,

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MARLA EICHENBAUM

Vice-President, General Counsel and Secretary

Montréal, Québec, March 10, 2020

Shareholders are urged to complete and sign the enclosed form of proxy and return it in the postage-paid envelope provided for that purpose.

To be valid, proxies must be received at the office of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, no later than May 5, 2020, at 5:00 p.m. (Montréal time).

Stella-Jones Inc. Management Proxy Circular i