Stella-Jones Inc. — Proxy Solicitation & Information Statement 2022

Mar 29, 2022

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Notice of Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the “Meeting”) of Stella-Jones Inc. (the “Corporation”) will be held online through a live audio webcast at https://web.lumiagm.com/457484504 on Wednesday, May 11, 2022 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, 2021, 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; and

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

Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. As the vast majority of shareholders generally vote by proxy in advance of the Meeting, shareholders continue to be encouraged to do so.

Registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as proxyholder, will be able to participate at the Meeting, ask questions and vote, provided they are connected to the internet and comply with all of the requirements set out in the accompanying management information circular (the “Circular”). Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote nor ask questions at the Meeting.

Registered shareholders who are unable to participate at the Meeting are kindly requested to specify on the accompanying form of proxy the manner in which the common shares of the Corporation represented thereby are to be voted, and to sign, date, and return same in accordance with the instructions set out in the form of proxy and the Circular. Shareholders who wish to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including non-registered shareholders who wish to appoint themselves to participate) must carefully follow the instructions set forth in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc. (the “Transfer Agent”), after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our Transfer Agent will result in the proxyholder not receiving a control number to participate at the Meeting and only being able to attend as a guest.

All persons registered as shareholders on the records of the Corporation on March 14, 2022 (the “Record Date”) and duly appointed proxyholders are entitled to receive notice of the Meeting and attend, participate and vote at the Meeting. No person who becomes a shareholder of record after the Record Date will be entitled to receive notice of, and vote at the Meeting or any adjournment thereof.

By Order of the Board,

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MARLA EICHENBAUM Vice-President, General Counsel and Secretary

Montréal, Québec, March 14, 2022

Shareholders are urged to complete, date 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 by our Transfer Agent via the internet at http://www.investorvote.com or by mail at 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, no later than May 9, 2022, at 5:00 p.m. (Montréal time) or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to any such adjourned Meeting.

Stella-Jones Inc. Management Proxy Circular i