Stella-Jones Inc. — Proxy Solicitation & Information Statement 2025

Mar 28, 2025

Stella-Jones Inc.
Management Proxy Circular

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 on Wednesday, May 7, 2025 at 11:00 a.m. (Montréal time) as a hybrid meeting, in person at 1250 René-Lévesque Ouest, Suite 3610, Montréal, Québec, Canada, and online via live webcast at https://meetings.lumiconnect.com/400-203-666-026, for the purposes of:

1. receiving the management report and the consolidated financial statements of the Corporation for the financial year ended December 31, 2024, 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.

We will be holding the Meeting in hybrid format, allowing participation both in person or virtually, in real time. Registered shareholders and duly appointed proxyholders can attend the Meeting in person at the physical meeting location, at 1250 René-Lévesque Ouest, suite 3610, Montréal, Québec, Canada, or virtually, via live webcast online at https://meetings.lumiconnect.com/400-203-666-026. During the live webcast, registered shareholders and duly appointed proxyholders will be able to submit questions and vote in real time while the Meeting is being held. We trust that holding the Meeting in hybrid format will allow greater participation by our shareholders by allowing those who might not otherwise travel to an in person only meeting, to attend virtually. 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 in person or virtually, ask questions and vote, provided they comply with all of the requirements set out in the Corporation's management information circular dated March 14, 2025 (the "Circular"). Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting in person or virtually as guests, but guests, in both cases, 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 form of proxy or voting instruction form, as applicable, 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, 2025 (the "Record Date") and duly appointed proxyholders are entitled to receive notice of the Meeting and, whether in person or virtually, 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 or vote at the Meeting or any adjournment thereof.

The Corporation has opted to use the "Notice-and-Access" rules adopted by Canadian Securities Administrators for the delivery of the Circular and its annual report, which includes, among other things, its management's discussion and analysis, the consolidated financial statements of the Corporation and the auditor's report for the fiscal year ended December 31, 2024, and other related materials of the Meeting (the "Proxy-Related Materials"), to its shareholders, to reduce the volume of paper used with the Proxy-Related Materials and to reduce the costs of printing and mailing. While shareholders will still receive a form of proxy or voting instruction form by mail so that they can vote their shares, instead of receiving paper copies of the Proxy-Related Materials, shareholders will receive by mail, a notice outlining the matters to be addressed at the Meeting with instructions explaining how they can access the Proxy-Related Materials, including the Circular, electronically. The Proxy-Related Materials will be available at www.envisionreports.com/SJI2025 and under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

By Order of the Board,

MARLA EICHENBAUM
Vice-President, General Counsel and Secretary

Montréal, Québec, March 14, 2025

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, 8th Floor, Toronto, Ontario M5J 2Y1, no later than May 5, 2025, 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.