WAIAX

Notice of Annual Meeting of Shareholders to be held on May 6, 2025

Management Information Circular

March 4, 2025

Wajax Corporation

Founded in 1858, Wajax (TSX:WJX) is one of Canada's longest-standing and most diversified industrial products and services providers. We operate an integrated distribution system providing sales, parts and services to a broad range of customers in diverse sectors of the Canadian economy, including: construction, forestry, mining, industrial and commercial, oil sands, transportation, metal processing, government and utilities, and oil and gas.

Following two years of robust market conditions and record financial results, 2024 – our 166th year in operation – proved challenging, as customer demand declined across several key segments, and was further impacted by business and economic uncertainty as the year went on. As a result, revenue and earnings declined from the record levels we achieved in 2023. We responded by adjusting our cost structure and are implementing robust plans to meaningfully and sustainability increase operational leverage – measures which will further enhance our strength and competitiveness.

Despite the challenges of 2024, we exited the year with a healthy backlog of $564 million and strong cash flows from operations.[1] We also completed 90% of our Enterprise Resource Planning (ERP) system implementation, received two Excellence Canada Platinum Awards and improved on our already strong safety performance. We also raised our quarterly dividend by 6%, underscoring our long-term confidence in our business.

2024 Financial and Safety Highlights

(1) Cumulative value of a $100 investment in Wajax common shares on December 31, 2019, assuming reinvestment of dividends.

(2) Total recordable incident frequency (or TRIF) rate is a commonly used measure which estimates the number of "recordable" injuries per year per one hundred full-time employees.

The management information circular that follows provides information regarding our annual meeting, our corporate governance practices and how we pay our most senior executives – including how that pay is linked to our corporate performance.

It also provides information regarding items to be voted on at the annual meeting, and how to vote your shares.

Where to find it
Notice of 2025 Annual Meeting	2
2025 Management Information Circular
About the Meeting	5
About the Director Nominees	10
Corporate Governance	18
Executive Compensation	38
Schedule “A” – Board Mandate and Governance	A-1
Guidelines

Please see our Cautionary Statement Regarding Forward-Looking Information on page 71.

(1) "Backlog" does not have a standardized meaning prescribed by generally accepted accounting principles ("GAAP") and therefore may not be comparable to similar measures presented by other issuers. Please see the section title "Non-GAAP and Other Financial Measures" on page 70 of this management information circular for more information.

WAJAX

NOTICE OF 2025 ANNUAL MEETING

Dear Shareholder,

We invite you to attend the annual meeting of shareholders (the "Meeting") of Wajax Corporation ("Wajax" or the "Corporation").

When

Tuesday, May 6, 2025

11:00 a.m. Eastern Daylight Time

Where

Virtually via live audio webcast, online at Wajax's website at www.wajax.com
– and –
Gateway Ballroom
Sheraton Gateway Hotel, Terminal 3
Toronto Pearson International Airport
Toronto, Ontario

We look forward to welcoming shareholders to the Meeting in person. Shareholders who are not able to attend in person may instead participate in the Meeting online, and vote on the matters before the Meeting by returning their proxy form or voting instruction form, voting online or using the toll-free telephone number set out on the proxy or voting instruction form. Shareholders will be able to submit questions to Wajax management through the live webcast and may also submit questions prior to the Meeting via Wajax's website or via e-mail directed to [email protected]. Shareholders attending the Meeting via live audio webcast who have not voted before the Meeting will not be able to vote during the Meeting.

At the Meeting, shareholders will:

receive the consolidated financial statements of Wajax for the year ended December 31, 2024, as well as the auditor's report relating to those statements;
elect directors for the coming year;
appoint the auditor of Wajax for the coming year and authorize the directors to set the auditor's fees;
participate in our advisory vote on executive pay; and
consider any other business as may properly come before the Meeting.

By Order of the Board of Directors,

"Andrew W.H. Tam"

Andrew W.H. Tam

General Counsel and Corporate Secretary

March 4, 2025

(Les actionnaires qui préféreraient recevoir la circulaire de sollicitation de procurations en français n'ont qu'à en aviser le secrétaire général de l'entreprise.)

Voting Information

Voting by form of proxy or voting instruction form before the Meeting is the easiest way to vote.

You may also appoint someone to be your proxyholder and vote your shares for you if you cannot participate at the Meeting. Your form of proxy or voting instruction form will provide directions on how to do so.

To vote your shares, please complete, date and sign your form of proxy or voting instruction form. Our transfer agent, Computershare, must receive your completed form by 5:00 p.m. (Eastern Daylight Time) on Friday, May 2, 2025, or 48 hours (excluding Saturdays, Sundays and holidays) before the new time of the Meeting if it is postponed or adjourned.

More detailed information regarding voting is set out starting on page 6 of the accompanying Management Information Circular.

ABOUT THE MEETING...5
Voting Information...6

BUSINESS OF THE MEETING...8
1. Receipt of Financial Statements and Auditor's Report...8
2. Election of Directors...8
3. Appointment of Auditor...8
4. Advisory Vote on Approach to Executive Compensation...9

ABOUT THE DIRECTOR NOMINEES...10

CORPORATE GOVERNANCE...18
Governance-at-a-Glance...19
Board Structure, Composition and Independence...20
Board Committees...21
Nomination and Election of Directors...23
Director Orientation and Education...25
Board Performance...27
Ethical Business Conduct...27
Director Tenure and Board Renewal...28
Board and Executive Officer Diversity...28
Strategic Oversight...30
Risk Oversight...31
Sustainability...33
Director Compensation...34
Equity Ownership Requirement for Directors...37
Board and Committee Attendance...37

EXECUTIVE COMPENSATION...38
Executive Compensation-at-a-Glance...39
Message from the Human Resources and Compensation Committee Chair...40
Compensation Discussion and Analysis...42
Summary Compensation Table...64
Incentive Plan Awards...65
Pension Plan Benefits...66
Termination and Change of Control Arrangements...67

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS...69
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...69
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...69
SHAREHOLDER PROPOSALS...69
FOR ADDITIONAL INFORMATION...69
NON-GAAP AND OTHER FINANCIAL MEASURES...70
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION...71

SCHEDULE “A” WAJAX CORPORATION BOARD MANDATE AND GOVERNANCE GUIDELINES...A-1

WAJAX

2025 MANAGEMENT INFORMATION CIRCULAR

You have received this management information circular (the "Information Circular") because you owned Wajax Common Shares at the close of business on March 25, 2025 (the record date). This gives you the right to participate in and vote at our 2025 annual meeting of shareholders to be held on May 6, 2025 (the "Meeting"), or a reconvened meeting if the Meeting is postponed or adjourned. Each Wajax Common Share carries one vote.

When

Tuesday, May 6, 2025

11:00 a.m. Eastern Daylight Time

Where

Virtually via live audio webcast, online at Wajax's website at www.wajax.com

and -

Gateway Ballroom

Sheraton Gateway Hotel, Terminal 3

Toronto Pearson International Airport

Toronto, Ontario

Management of Wajax encourages you to vote prior to the Meeting and is soliciting your proxy. The solicitation will be made primarily by mail, but proxies may also be solicited by telephone, facsimile or in person by officers or other employees of Wajax. The costs of solicitation will be borne by Wajax.

This Information Circular provides you with information about the Meeting, what you will be voting on, and how to participate and vote. Important information regarding the business of the meeting is set out starting on page 8 under "Business of the Meeting". Important information about the voting process and how to participate at the meeting (which will differ if you are a registered or non-registered shareholder) is set out starting on page 6 under "How to Vote".

In This Document

"We", "us", "our", "Wajax" and

"Corporation" refer to Wajax Corporation, including, where applicable, its subsidiaries.

"You", "your" and "shareholder" means holders of Common Shares.

"Directors" refers to directors of the Corporation, and "board" means the board of directors.

"Common Shares" or "Shares" refers to common shares of Wajax.

Unless otherwise noted, all information in this Information Circular is given as of March 4, 2025 and all dollar amounts are expressed in Canadian dollars.

More information regarding Wajax is available on our website at www.wajax.com and on

SEDAR+ at www.sedarplus.ca. This information includes our consolidated financial statements for the year ended December 31, 2024, as well as the related management's discussion and analysis.

The Wajax board has approved the contents of this Information Circular and authorized its mailing to shareholders.

By Order of the Board of Directors,

"Andrew W.H. Tam"

Andrew W.H. Tam

General Counsel and Corporate Secretary

March 4, 2025

ABOUT THE MEETING

This section of the Information Circular provides information about the Meeting, including how to vote your Common Shares, appointing another person to attend the Meeting and exercise your voting rights, how votes will be counted, and the business of the Meeting.

When
Tuesday, May 6, 2025
11:00 a.m. Eastern Daylight Time

Where
Virtually via live audio webcast, online at Wajax's website at www.wajax.com
– and –
Gateway Ballroom
Sheraton Gateway Hotel, Terminal 3
Toronto Pearson International Airport
Toronto, Ontario

Shareholders will be able to submit questions to Wajax management through the live webcast and may also submit questions prior to the Meeting via Wajax's website or via e-mail directed to [email protected]. Shareholders attending the Meeting via live audio webcast who have not voted before the Meeting will not be able to vote during the Meeting.

Where to find it

Voting Information 6
Business of the Meeting
Receipt of Financial Statements and Auditor's Report 8
Election of Directors 8
Appointment of Auditor 8
Say-on-Pay 9

Voting Information

Each Wajax Common Share you held at the close of business on our record date of March 25, 2025 carries one vote which may be cast on each item of business to be voted on and any other matters that may be properly brought before the Meeting.

How To Vote

How you vote depends on whether you are a registered shareholder or a non-registered shareholder. Non-registered shareholders are either “objecting beneficial owners” or “OBOs”, who object to intermediaries disclosing information about their Wajax share ownership, or “non-objecting beneficial owners” or “NOBOs”, who do not object to such disclosure. Wajax intends to pay for the delivery of proxy-related materials to NOBOs, but not to OBOs. Consequently, OBOs may not receive proxy-related materials if their intermediaries do not assume the costs of delivery.

| Registered Shareholders
If your Wajax Common Shares are registered in your name, you are a registered shareholder. If you receive a form of proxy, you are a registered shareholder. | |
| --- | --- |
| Proxy Voting Options
Voting instructions can be provided in several ways: | |
| | IoU to www.investorvote.com and follow the instructions. You will need the control number provided with your form of proxy. |
| | Dial 1-866-732-VOTE (8683) and follow the instructions. You will need the control number provided with your form of proxy. |
| | Return your completed form of proxy to:
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario
M5J 2Y1 |
| All forms of proxy must be received by 5:00 p.m. Eastern Daylight Time on Friday, May 2, 2025. The chair of the Meeting may waive or extend the proxy cut-off without notice. | |
| Voting in Person
If you wish to vote in person at the Meeting, you do not have to return a form of proxy. You must register with a representative of Computershare when you arrive at the Meeting. An in-person vote at the Meeting will cancel any vote submitted through a form of proxy before the Meeting. | |
| Non-Registered (Beneficial) Shareholders
If your Wajax Common Shares are held in the name of an intermediary, such as a trustee, financial institution or securities broker, you are a non-registered shareholder. If you receive a voting instruction form, you are a non-registered shareholder. | |
| --- | --- |
| Proxy Voting Options
Applicable securities laws and regulations require that your intermediary seek your voting instructions prior to the Meeting. You will receive a voting instruction form from your intermediary containing instructions pertaining to the completion and transmission of the form. These instructions should be read carefully to ensure that your voting rights are exercised accordingly at the Meeting.
If you are a non-registered shareholder and are unable to attend the Meeting but wish that your voting rights be exercised on your behalf by a proxyholder, you must follow the voting instructions provided by your representative. The person named as proxyholder in the voting instruction form will exercise the voting rights attached to the common shares held on your behalf, in accordance with the instructions set forth in the voting instruction form.
All voting information forms must be returned by your intermediary to Computershare by 5:00 p.m. Eastern Daylight Time on Friday, May 2, 2025. The chair of the Meeting may waive or extend the proxy cut-off without notice. | |
| Voting in Person
If you wish to vote in person at the Meeting, you must name yourself as proxyholder in the space provided for such purpose on your voting instruction form. To do so, you have to write your name on the voting instruction form and return it following the instructions provided. You are also required to sign in with a representative of Computershare before attending the Meeting. | |

Appointment of a Proxyholder

As a shareholder, you have the right to appoint another person (a “Proxyholder”) to attend the Meeting and exercise your voting rights. You have the right to appoint a Proxyholder other than the persons whose names already appear as Proxyholders in the form of proxy or voting instruction form, by inserting the name of the Proxyholder of your choice in the blank space provided for that purpose in the form of proxy or voting instruction form. The Proxyholder need not be a shareholder of the Corporation, but should agree to be a Proxyholder. If the shareholder is a corporation, the form of proxy or voting instruction form must be executed by a duly authorized officer or a representative thereof. You may enter your voting instructions by following the instructions indicated on the front and back of the form of proxy or voting instruction form.

Revocation of a Proxy

A shareholder who executes and returns their form of proxy or voting instruction form may revoke it by way of written notice executed by the shareholder, or by the shareholder's attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited either at Wajax's registered office at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or with the Chair of the Meeting on the day of the Meeting, or any adjournment thereof, or in any other manner permitted by law.

Voting of Proxies

The form of proxy or voting instruction form, once completed, confers discretionary authority upon the Proxyholder with respect to the matters set out in the Notice of Meeting and any other matters which may properly come before the Meeting or any adjournment thereof. As of the date hereof, Wajax management knows of no other matters to come before the Meeting.

If no choice is specified by you, your Common Shares will be voted FOR the election as directors of the nominees whose names are set forth herein, FOR the reappointment of KPMG LLP as Wajax's auditor, and FOR the acceptance of Wajax's approach to executive compensation.

Voting Securities and Principal Holders Thereof

As at March 4, 2025, Wajax had a total of 21,908,689 Common Shares issued and outstanding, each carrying the right to one vote per share. The board of directors has fixed the close of business on March 25, 2025 as the record date for the purpose of determining shareholders entitled to receive notice of the Meeting. Each holder of Common Shares at the time of the close of business on the record date will be given notice of the Meeting and will be entitled to vote at the Meeting in person or by proxy the number of Common Shares of record held by such holder on the record date.

As at March 4, 2025, to the knowledge of Wajax's directors and executive officers, the only person or company which beneficially owns or exercises control over more than 10% of Wajax's outstanding Common Shares is Mawer Investment Management Ltd. ("Mawer"). Based on available public information, Mawer holds a total of 3,586,458 Common Shares, representing approximately 16.37% of the issued and outstanding Common Shares as of March 4, 2025.

How the Votes Will Be Counted

All of the matters to come to a vote at the Meeting can be approved by a simple majority of votes cast at the Meeting by proxy or in person. Votes will be counted and tabulated by Computershare.

BUSINESS OF THE MEETING

The following items of business will come before the Meeting.

Receipt of Financial Statements and Auditor’s Report

Wajax’s consolidated financial statements for the year ended December 31, 2024, together with the auditor’s report thereon, both of which will be placed before shareholders at the Meeting, are contained in our Annual Report for the year ended December 31, 2024, which was mailed to shareholders together with this Information Circular.

Copies of the financial statements and our Annual Report are also available on Wajax’s website at www.wajax.com or on SEDAR+ (www.sedarplus.ca).

No action is required or proposed to be taken at the Meeting with respect to the financial statements.

Election of Directors

The number of directors to be elected at the Meeting is nine, with each director to serve for a term of one year or until their successor is elected. All nominees for election were elected as directors at the annual meeting of Wajax shareholders held on May 2, 2024. The nominees are:

Leslie Abi-karam
Thomas M. Alford
Edward M. Barrett
A. Jane Craighead
Ignacy P. Domagalski
David G. Smith
Elizabeth A. Summers
Alexander S. Taylor
Susan Uthayakumar

Each of the nine nominees is qualified and experienced and has expressed their willingness to serve on the board for the ensuing term.

The board recommends that shareholders vote FOR each nominated director. Unless otherwise instructed, the persons named in the enclosed form of proxy intend to vote FOR the election of the proposed nominees whose names are set forth above.

More information and profiles of each nominee are set out under “About the Director Nominees” on page 10.

Director independence is discussed on page 20 and majority voting on page 25.

Appointment of Auditor

At the Meeting, shareholders will be asked to approve a resolution appointing KPMG LLP (“KPMG”) as Wajax’s auditor and authorizing the directors to fix the auditor’s remuneration. KPMG has served as auditor of Wajax and its predecessors since 1996.

KPMG is an independent registered public accounting firm and is subject to external inspections by the Canadian Public Accountability Board (“CPAB”) and the Public Company Accounting Oversight Board (“PCAOB”), peer reviews, and oversight by the CPAB, PCAOB, and the Canadian Securities Administrators. KPMG shares findings and other matters relevant to these inspections with the Audit Committee of the board of directors.

The Audit Committee is composed entirely of independent directors and oversees KPMG’s performance, qualifications, independence, objectivity and professional skepticism. In addition to an annual performance assessment, the Audit Committee has considered the benefits and risks of having a longer-tenured auditor, as well as the controls and processes that ensure their independence. Auditor independence is also supported by the rotation of the lead audit partner every seven years, in accordance with CPAB and applicable professional regulatory rules. The most recent KPMG audit partner rotation occurred in 2021.

Based on the Audit Committee’s assessment of KPMG, the board has concluded there are no concerns regarding KPMG’s tenure and independence. Representatives of KPMG will attend the meeting.

Prior to recommending the appointment of KPMG, the Audit Committee of the board of directors completed an assessment of KPMG’s performance during the 2024 audit.

The assessment focused on four key areas: independence, objectivity and professional skepticism; the quality of the engagement team; the quality of service; and the quality of communication and interaction with KPMG.

Fees paid or accrued by Wajax for services rendered by KPMG in respect of the years ended December 31, 2024 and 2023 were as follows:

	2024	2023
Audit	$ 1,501,673	$ 1,383,764
Audit-Related	$ 97,638	$ 141,732
Tax Fees	$ 98,285	$ 119,136
Other Fees	$ -	$ -
Total	$ 1,697,596	$ 1,644,632

A description of the nature of the services comprising the fees disclosed under each of these headings is included in Wajax's Annual Information Form for the year ended December 31, 2024, which has been filed on SEDAR+ (www.sedarplus.ca) under the heading "External Auditor's Service Fee".

The board of directors recommends that shareholders vote FOR the appointment of KPMG as Wajax's auditor and authorizing the directors to fix the auditor's remuneration. Unless otherwise instructed, the persons named in the enclosed form of proxy intend to vote FOR the appointment of KPMG as Wajax's auditor and authorizing the directors to fix the auditor's remuneration.

4. Advisory Vote on Approach to Executive Compensation

At the Meeting, Wajax will conduct its thirteenth "say-on-pay" advisory vote on executive compensation. Wajax's most recent "say-on-pay" vote, held at its 2024 annual meeting, resulted in our approach to executive compensation being approved by 88.9% of the votes cast.

The board diligently reviews Wajax's executive compensation plans on a regular basis and consults with experts regarding the design and positioning of such plans within the marketplace. Shareholders are encouraged to review the information set out in the Executive Compensation section regarding the principles and objectives underlying our executive compensation program, the regular benchmarking processes undertaken with respect to compensation targets, as well as the individual program elements.

In addition to this, to ensure our compensation plans are operating as intended to create a strong link between pay and performance:

a CEO "Pay for Performance" Review has been completed each year since 2017;
a formal CEO Compensation Review was completed in 2025; and
compensation benchmarking for named executive officers ("NEOs") is completed biennially.

We have held a "say-on-pay" vote each year since 2013.

The Executive Compensation section of this Information Circular starting on page 38, discusses the principles and objectives underlying our executive compensation program, compensation benchmarking and individual program elements.

The results of the 2025 CEO Pay for Performance and Compensation Reviews are discussed on page 48. Compensation benchmarking for NEOs is discussed on page 43.

At the Meeting, shareholders will be asked to adopt the resolution of shareholders set out below, accepting Wajax's approach to executive compensation. In order to be adopted, the resolution must be passed by a majority of the votes cast by shareholders at the Meeting:

"BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the board of directors of the Corporation, that the shareholders accept the approach to executive compensation disclosed in the Corporation's management information circular dated March 4, 2025."

The board recommends that shareholders vote FOR the advisory "say-on-pay" resolution. Unless otherwise instructed, the persons named in the enclosed form of proxy intend to vote FOR the advisory "say-on-pay" resolution. As the vote is advisory, results will be non-binding on the board. The board and the Human Resources and Compensation Committee will, however, consider the outcome of the vote when reviewing and approving executive compensation policies and decisions, and in the context of feedback and comments received from shareholders in the course of regular communications.

ABOUT THE DIRECTOR NOMINEES

This section of the Information Circular provides detailed information regarding the nominees for election to the board of directors.

The number of directors to be elected at the Meeting is nine, with each director to serve for a term of one year. All nominees for election were elected as directors at the annual meeting of Wajax shareholders held on May 2, 2024.

Each of the nine nominees is qualified and experienced and has expressed their willingness to serve on the board for the ensuing term. Eight of the nominees are independent; the only exception is Ignacy P. Domagalski, as he is Wajax's President and CEO.

Independence of Nominees

Gender Diversity of Nominees

Age of Nominees

Residence of Nominees

A profile of each director nominee is set forth below. Information regarding the equity holdings of each nominee is included with their profile.

In the profiles, "DDSUs" refers to Directors' Deferred Share Units. Particulars of the Directors' Deferred Share Unit Plan (the "DDSUP") are provided on page 35. "SOP" refers to vested rights under the Share Ownership Plan. Particulars of the Share Ownership Plan are provided on page 58. For purposes of measurement and disclosure, information as to DDSUs and Common Shares is provided as of December 31 in each year for 2024, 2023 and 2022 holdings. The market value of holdings was calculated using the volume weighted average trading price of Common Shares on the Toronto Stock Exchange (the "TSX") on the five trading days prior to December 31 in each year: 2022 - $19.78, 2023 - $29.54 and 2024 - $20.67.

89% of director nominees (8 of 9) are independent.

100% of board committee members are independent.

44% of director nominees – and 50% of independent nominees – are female.

7.4 years – average board tenure of the director nominees.

All director nominees are qualified and experienced – including experience as a senior executive of a publicly listed corporation or other major organization with significant operations.

No director nominees serve together on another public company board or have any material interest in any item of business at the Meeting other than the election of directors.

A board skills matrix is set out on page 24, as is additional information regarding director nominees.

Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion.

Each director elected will hold office until the next succeeding annual meeting of shareholders or until such office is earlier vacated.

Leslie Abi-karam

Director since 2020
Independent

Age: 66
Residence: Palm Beach Gardens, Florida
2024 Voting Results: 98.85% For
Board Committees:
- Governance Committee
- Human Resources and Compensation Committee
2024 Meeting Attendance: 100% (see page 37)

CURRENT OCCUPATION

Corporate director and President of LAK Partners, LLC

BUSINESS EXPERIENCE

Ms. Abi-karam is President of LAK Partners, LLC, an independent advisor to private equity firms and technology start-ups. She has over 40 years of experience in technology and management, including an extensive career at Pitney Bowes Inc., a global technology company providing mailing, shipping, e-commerce and software solutions. From 2008 to 2013, Ms. Abi-karam served as President of Pitney Bowes' portfolio of global communications solutions businesses, with responsibility for operations in 40 countries, and oversaw their transition from physical to digital solutions. Prior to that, she served as President of Pitney Bowes' global document messaging technologies group, and President of its global mail services business, where she introduced and commercialized a suite of digital, Internet-enabled products.

TOP AREAS OF EXPERTISE

Operations leadership
Risk management
Strategy and strategic planning
Technology
Sales and marketing

OTHER CURRENT PUBLIC COMPANY BOARDS

TFI International Inc. (2018 – present)

EDUCATION

Bachelor of Science, Industrial Engineering, Northeastern University
Master of Business Administration, University of Bridgeport

SECURITIES HELD

	Shares	DDSUs	Total	Market Value
2024	Nil	15,309	15,309	$316,437
2023	Nil	11,566	11,566	$341,660
2022	Nil	8,210	8,210	$162,394

Meets equity ownership requirement (see page 37)

Thomas M. Alford

Director since 2014
Independent

Age: 67
Residence: Calgary, Alberta
2024 Voting Results: 98.57% For
Board Committees:
- Audit Committee
- Governance Committee
2024 Meeting Attendance: 100% (see page 37)

CURRENT OCCUPATION

President, Well Services, Precision Drilling Corporation(1)

BUSINESS EXPERIENCE

Mr. Alford is President of the Well Services division of Precision Drilling Corporation, a leading provider of contract drilling and well services, and has more than 45 years of experience in the western Canadian oil and gas industry. He was previously the President and Chief Executive Officer of IROC Energy Services Corporation, an Alberta oilfield services company offering a diverse range of innovative products, services and equipment, and served as interim-President and Chief Executive Officer of High Arctic Energy Services Inc. Mr. Alford holds the ICD.D designation from Institute of Corporate Directors (ICD). Until 2020, he was a director of Strad Inc., an energy services and solutions provider to the North American oil and gas industry.

TOP AREAS OF EXPERTISE

Operations leadership
Industry knowledge
Strategy and strategic planning
Risk management
Finance and accounting

OTHER CURRENT PUBLIC COMPANY BOARDS

Trican Well Services Ltd. (Chair) (2020 – present)

EDUCATION

Bachelor of Commerce, University of Alberta

SECURITIES HELD

	Shares	DDSUs	Total	Market Value
2024	19,800	90,865	110,665	$2,287,446
2023	19,800	80,113	99,913	$2,951,430
2022	19,800	70,179	89,979	$1,779,785

Meets equity ownership requirement (see page 37)

(1) Non-executive officer.

Edward M. Barrett

Board Chair

Director since 2006

Independent

Age: 71
Residence: Woodstock, New Brunswick
2024 Voting Results: 95.57% For
Board Committees:
- As Board Chair, Mr. Barrett is an ex officio member of all board committees.
2024 Meeting Attendance: 100% (see page 37)

CURRENT OCCUPATION

Chairman and Co-Chief Executive Officer, Barrett Corporation

BUSINESS EXPERIENCE

Mr. Barrett is Chairman and Co-Chief Executive Officer of Barrett Corporation, a private holding and management company. He is also a director of Atlantic Industries Limited, a private company providing corrugated steel products for infrastructure applications, Blue Cross Life Insurance Company of Canada, a provider of life insurance and income protection products, Medavie Inc., a health services and national Blue Cross provider, Apex Industries Inc., a private metal manufacturing, product development and automation company, and the Wallace McCain Institute at the University of New Brunswick. Until 2020, Mr. Barrett was the Chairman of NB Power, an electric utility Crown corporation, and until 2025, a director of NAV Canada, Canada's civil air navigation services provider. He was inducted into the New Brunswick Business Hall of Fame in 2010 and has been recognized as a Fellow of the Institute of Corporate Directors (ICD). Mr. Barrett was invested into the Order of New Brunswick in 2021.

TOP AREAS OF EXPERTISE

Strategy and strategic planning
Operations leadership
Risk management
Sales and marketing
Corporate Governance

OTHER CURRENT PUBLIC COMPANY BOARDS

None

EDUCATION

Bachelor of Arts, Acadia University
Master of Public Administration, Dalhousie University

SECURITIES HELD

	Shares	DDSUs	Total	Market Value
2024	21,991	87,153	109,144	$2,256,006
2023	10,890	78,469	89,359	$2,639,665
2022	140	70,142	70,282	$1,390,178

Meets equity ownership requirement (see page 37)

A. Jane Craighead

Director since 2021

Independent

Age: 65
Residence: Elizabethtown, Ontario
2024 Voting Results: 99.78% For
Board Committees:
- Audit Committee
- Human Resources and Compensation Committee (Chair)
2024 Meeting Attendance: 100% (see page 37)

CURRENT OCCUPATION

Corporate director

BUSINESS EXPERIENCE

Ms. Craighead has extensive strategic human resources experience and was previously Senior Vice President, Global Human Resources at Scotiabank. Prior to that, she was Global Practice Leader, Rewards at Rio Tinto Plc, and Eastern Canada Human Capital Advisory Services Business Leader at Mercer Human Resources Consulting. Ms. Craighead has also held full-time faculty appointments at McGill, Concordia and Queen's universities. She is a Chartered Professional Accountant. Until they were taken private in 2021 and 2022, respectively, Ms. Craighead was a director of Clearwater Seafoods Incorporated, one of North America's largest seafood companies, and Intertape Polymer Group Inc., a packaging products and systems company.

TOP AREAS OF EXPERTISE

Human resources and compensation leadership
Finance and accounting
Strategy and strategic planning
Corporate governance
Risk management

OTHER CURRENT PUBLIC COMPANY BOARDS

Telesat Corporation (2021 – present)
Crombie REIT (2021 – present)

EDUCATION

Ph.D., Management and Graduate Diploma, Accounting, McGill University
Bachelor of Commerce, Mount Allison University

SECURITIES HELD

	Shares	DDSUs	Total	Market Value
2024	7,300	23,126	30,426	$628,905
2023	6,500	14,923	21,423	$632,835
2022	5,000	7,841	12,841	$253,995

Meets equity ownership requirement (see page 37)

Ignacy P. Domagalski

President and CEO
Director since 2022
Not Independent (Management)

Age: 45
Residence: Calgary, Alberta
2024 Voting Results: 99.09% For
Board Committees:
- Mr. Domagalski does not serve on any board committees but attends all committee meetings in his capacity as President and Chief Executive Officer.
2024 Meeting Attendance: 100% (see page 37)

CURRENT OCCUPATION

President and Chief Executive Officer, Wajax Corporation

BUSINESS EXPERIENCE

Prior to joining Wajax, Mr. Domagalski was the Chief Executive Officer of Tundra Process Solutions Ltd., a leading western Canadian supplier of industrial process equipment to the midstream oil and gas, oil sands, petrochemical, mining, forestry and municipal sectors. Tundra was acquired by Wajax in January 2021. Mr. Domagalski previously served as the Chief Operating Officer of Tundra from 2008 to 2016. Prior to joining Tundra, Mr. Domagalski was the President of Western Industrial Enterprises Ltd., a distributor of high-end air compressors, and prior to that, spent five years in the financial services industry. Mr. Domagalski is a member of the Business Council of Canada.

TOP AREAS OF EXPERTISE

Operations leadership
Industry knowledge
Strategy and strategic planning
Finance and accounting
Sales and marketing

OTHER CURRENT PUBLIC COMPANY BOARDS

None

EDUCATION

Bachelor of Commerce (Honours), Asper School of Business, University of Manitoba.

SECURITIES HELD

	Shares	SOP	Total	Market Value
2024	136,278	-	136,278	$2,816,866
2023	135,823	-	135,823	$4,012,211
2022	135,823	-	135,823	$2,686,579

Meets equity ownership requirement (see page 37)

David G. Smith

Director since 2023
Independent

Age: 67
Residence: Calgary, Alberta
2024 Voting Results: 99.31% For
Board Committees:
- Audit Committee
- Human Resources and Compensation Committee
2024 Meeting Attendance: 100% (see page 37)

CURRENT OCCUPATION

Corporate director

BUSINESS EXPERIENCE

Mr. Smith has over 39 years of experience in the western Canadian oil and gas industry, including an extensive career at Keyera Corp., one of Canada's largest independent midstream oil and gas operators, where he played a key role in its formation, evolution and growth. From 2015 to 2020, he served as President and Chief Executive Officer of Keyera, and prior to that, as President and Chief Operating Officer. He also served as Keyera's Executive Vice President – Liquids Business Unit, and before that, Executive Vice President, Chief Financial Officer and Corporate Secretary. Prior to joining Keyera, Mr. Smith held progressively senior finance roles at Gulf Canada Resources Limited and Imperial Oil Limited. He holds the ICD.D designation from the Institute of Corporate Directors (ICD). Until 2021, he was a director of Crew Energy Inc., a growth-oriented oil and natural gas producer based in British Columbia and, until 2020, a director of Keyera.

TOP AREAS OF EXPERTISE

Strategy and strategic planning
Finance and accounting
Operations management
Banking/financial leadership
Human resources and compensation leadership

OTHER CURRENT PUBLIC COMPANY BOARDS

Advantage Energy Ltd. (2024 – present)

EDUCATION

Bachelor of Mathematics, University of Waterloo
Master of Business Administration, Harvard University

SECURITIES HELD

	Shares	DDSUs	Total	Market Value
2024	15,000	10,959	25,959	$536,573
2023	10,000	4,016	14,016	$414,033

Meets equity ownership requirement (see page 37)

Elizabeth A. Summers

Director since 2023

Independent

Age: 55

Residence: Oakville, Ontario

2024 Voting Results: 98.78% For

Board Committees:

Audit Committee (Chair)
Human Resources and Compensation Committee

2024 Meeting Attendance: 100% (see page 37)

CURRENT OCCUPATION

Chief Financial Officer, HydroStor Inc.

BUSINESS EXPERIENCE

Ms. Summers is Chief Financial Officer of HydroStor Inc., a global leader in long-duration energy storage. She has over 34 years of experience in finance and energy and was previously Executive Vice President and Chief Financial Officer of Superior Plus Corp., a leading North American distributor of propane and distillates. Prior to that, she was Senior Vice President and Chief Financial Officer of Ontario Power Generation, Ontario's largest electrical power generator, and, prior to that, Chief Financial Officer of Just Energy Group Inc., a leading North American distributor of electricity and natural gas. Ms. Summers also held progressively senior finance roles at Hydro One Inc., including Executive Vice President and Chief Financial Officer. She began her career in the audit practice at Ernst & Young. Ms. Summers is a Chartered Accountant and holds an FCPA designation from CPA Ontario. She is also a director of the Nuclear Waste Management Organization, the not-for-profit organization tasked with the safe, long-term management of Canada's used nuclear fuels.

TOP AREAS OF EXPERTISE

Finance and accounting
Banking/financial leadership
Strategy and strategic planning
Risk management
Human resources and compensation leadership

OTHER CURRENT PUBLIC COMPANY BOARDS

None

EDUCATION

Bachelor of Business Administration, Wilfrid Laurier University

SECURITIES HELD

	Shares	DDSUs	Total	Market Value
2024	5,800	5,150	10,950	$226,337
2023	1,800	1,887	3,687	$108,914

Has until 2028 to meet equity ownership requirement (see page 37)

Alexander S. Taylor

Director since 2009

Independent

Age: 67

Residence: Montréal, Québec

2024 Voting Results: 92.69% For

Board Committees:

Governance Committee (Chair)
Human Resources and Compensation Committee

2024 Meeting Attendance: 100% (see page 37)

CURRENT OCCUPATION

President and CEO, Candu Energy Inc.

BUSINESS EXPERIENCE

Mr. Taylor is President and CEO of Candu Energy Inc., a subsidiary of AtkinsRéalis Group Inc. specializing in the design, supply and maintenance of Canadian-designed CANDU nuclear reactors. Until 2022, he served as President, Nuclear of SNC-Lavalin Group Inc. (now AtkinsRéalis), a world leader in the engineering and construction industry and, prior to that, was President, Power Group of SNC-Lavalin. Before joining SNC-Lavalin in 2014, Mr. Taylor was Senior Group Vice President, Oil, Gas and Petrochemical Business Unit of ABB Inc., a leader in power and automation technologies for the industrial and utility sectors. Mr. Taylor has more than 44 years of experience working with Canadian utility and industrial customers. He began his career with Atomic Energy of Canada as a commissioning engineer, before joining Elsag Bailey Process Automation N.V., one of the world's leading process automation groups. He held successively senior management positions in Canada and overseas, and when ABB acquired Elsag Bailey, was appointed Head of Oil and Gas Industries within the Automation Technologies division.

TOP AREAS OF EXPERTISE

Operations management
Strategy and strategic planning
Risk management
Corporate Governance
Sustainability, ESG and health and safety

OTHER CURRENT PUBLIC COMPANY BOARDS

None

EDUCATION

Bachelor of Mechanical Engineering, Queen's University
Master of Business Administration, University of Western Ontario

SECURITIES HELD

	Shares	DDSUs	Total	Market Value
2024	Nil	51,706	51,706	$1,068,763
2023	Nil	46,228	46,228	$1,365,575
2022	Nil	41,134	41,134	$813,631

Meets equity ownership requirement (see page 37)

Susan Uthayakumar
Director since 2020
Independent

Age: 52
Residence: West Palm Beach, Florida
2024 Voting Results: 98.63% For
Board Committees:
- Audit Committee
- Governance Committee
2024 Meeting Attendance: 93% (see page 37)

CURRENT OCCUPATION
- Chief Energy and Sustainability Officer, Prologis, Inc.^(1)

BUSINESS EXPERIENCE
Ms. Uthayakumar is the Chief Energy and Sustainability Officer of Prologis, Inc., the global leader in logistics real estate. Ms. Uthayakumar has over 29 years of experience in finance and management. Prior to joining Prologis, she held progressively senior roles at Schneider Electric, a leading global provider of energy management and digital automation solutions, including, in Canada, Vice President – National Sales, Vice President – Low Voltage and Distribution, Chief Financial Officer, and CEO and Country President, before becoming the Global Sustainability Business Division President of Schneider. She began her career as a Chartered Accountant in the consulting practice at Deloitte, later joining McCain Foods Limited, where she developed and executed global growth strategies. Until 2020, Ms. Uthayakumar was a director of Adesto Technologies Corporation, a supplier of semiconductors and embedded systems for the Internet of things.

TOP AREAS OF EXPERTISE
- Sustainability, ESG and health and safety
- Finance and accounting
- Banking/financial leadership
- Strategy and strategic planning
- Risk management

OTHER CURRENT PUBLIC COMPANY BOARDS
- Electra Battery Materials Corporation (2019 – present)

EDUCATION
- Bachelor of Arts and Master of Accounting, University of Waterloo
- Master of Business Administration, Northwestern University
- Directors' Consortium program, Stanford University Graduate School of Business

SECURITIES HELD
| | Shares | DDSUs | Total | Market Value |
| --- | --- | --- | --- | --- |
| 2024 | Nil | 15,309 | 15,309 | $316,437 |
| 2023 | Nil | 11,566 | 11,566 | $341,660 |
| 2022 | Nil | 8,210 | 8,210 | $162,394 |

Meets equity ownership requirement (see page 37)

^(1) Non-executive officer.

Additional Disclosure Relating to Directors

As of March 4, 2025, to our knowledge and based upon information provided to us by directors, no proposed director is or has been within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (each, an "order") that was issued while such director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after such director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such director was acting in the capacity as director, chief executive officer or chief financial officer.

As of March 4, 2025, to our knowledge and based upon information provided to us by directors, no proposed director is or has been, in the last 10 years, a director or executive officer of any company (including the Corporation) that, while such person was acting in that capacity or within a year of such person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Also as of the date hereof, to our knowledge and based upon information provided to us by directors, no proposed director is or has, in the last 10 years, themselves become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets.

To our knowledge and based upon information provided to us by directors, no proposed director has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

CORPORATE GOVERNANCE

This section of the Information Circular provides detailed information about our corporate governance practices and our board of directors.

Wajax believes in strong corporate governance as a foundation for financial integrity, shareholder confidence and sustainable performance.

As a Canadian reporting issuer listed on the TSX, our corporate governance policies and practices comply with all applicable Canadian regulatory requirements, including National Policy 58-201 – Corporate Governance Guidelines, National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"), National Instrument 52-110 – Audit Committees ("NI 52-110"), the Canada Business Corporations Act (the "CBCA"), and requirements for Canadian companies listed on the TSX.

Where to find it

Governance-at-a-Glance	19
Board Structure, Composition and Independence	20
Board Committees	21
Nomination and Election of Directors	23
Director Orientation and Education	25
Board Performance	27
Ethical Business Conduct	27
Director Tenure and Board Renewal	28
Board and Executive Officer Diversity	28
Strategic Oversight	30
Risk Oversight	31
Sustainability	33
Director Compensation	34
Equity Ownership Requirements for Directors	37
Board and Committee Attendance	37

Governance-at-a-Glance

| What we do:

✓ Independent board
89% of director nominees (8 of 9) are independent

✓ Independent, non-executive chair
Separate Board Chair and CEO positions and an independent Board Chair

✓ Independent committees
100% of board committee members are independent

✓ Independent advice
The board and each board committee have full authority to retain independent advisors to assist them in carrying out their duties and responsibilities

✓ Board diversity
The board has adopted a diversity policy, including a target of 30% for the number of women on the board, and 44% of director nominees are women

✓ Board renewal
The board has adopted age and term limits for directors

✓ No board interlocks
None of our director nominees serve together on another public company board

✓ Annual evaluation process
Directors evaluate the board, committees and individual director performance every year

✓ Strong risk oversight
The board and its committees work together to oversee risk management and strategic, financial and operating risks

✓ Equity ownership
Directors and certain senior officers are required to have an equity interest in Wajax to align their interests with those of shareholders

✓ Say-on-pay
An advisory vote on our approach to executive compensation has been held every year since 2013

✓ Code of Conduct
Directors, officers and employees must comply with our Code of Business Conduct and confirm their compliance each year | What we don't do:

X No stock options
No stock option awards for directors or officers

X No overboarding
No director nominee sits on more than two other public company boards |
| --- | --- |

Board Structure, Composition and Independence

Shareholders

Shareholders elect the board of directors
Director recruitment, skills and competencies are discussed on page 23
Our majority voting practices are discussed on page 25

Board of Directors

The mandate of the board of directors is to enhance long-term value for shareholders
A copy of Wajax's Board Mandate and Governance Guidelines is attached as Schedule "A"

Board Committees

Three committees established by the board to assist in carrying out its mandate
Audit Committee // Governance Committee // Human Resources and Compensation Committee
Each provides specific expertise and is composed entirely of independent directors

In the discharge of its mandate, the board has assumed responsibility for broad policies and for the overall effective and ethical performance of Wajax through the oversight of management. The board has assumed specific oversight responsibility for various matters, including: strategic planning, risk assessment, succession planning, the adoption of a communications policy, the oversight of accounting and financial reporting systems and internal and disclosure controls, and environmental, social and governance ("ESG") policies and practices. Matters requiring prior approval by the board include all matters of policy and actions outside the ordinary course of Wajax's operations.

During 2024, the board of directors was primarily composed of nine members: Mses. Abi-karam, Craighead, Summers and Uthayakumar, and Messrs. Alford, Barrett, Domagalski, Smith and Taylor. Two directors – Sylvia D. Chrominska, a director since 2015, and Douglas A. Carty, a director since 2009 – retired from the board at the conclusion of the May 2, 2024 annual meeting. The board met six times in 2024.

Based on a review of applicable factual circumstances, including personal and business relationships, all nominees for election to the board have been determined to be "independent" for the purposes of NI 58-101, except for Mr. Domagalski, Wajax's President and CEO. A director or nominee is considered independent if he or she has no direct or indirect material relationship with Wajax as determined by the board in consultation with the Governance Committee. A material relationship is defined as a relationship which could, in the board's view, be reasonably expected to interfere with the exercise of a director or nominee's independent judgment. In determining director and nominee independence, the board also considers responses provided by each director to a detailed annual declaration of interests, as well as each of the specific circumstances set out in NI 52-110, including the employment of a director or nominee by Wajax or its external auditor, the employment of a director or nominee's immediate family member by Wajax or its external auditor and the payment of fees to a director or nominee, or a director or nominee's immediate family member.

At each of its six meetings in 2024, the board, under the leadership of the Board Chair, held at least one in camera session during which members of management were not in attendance. As discussed further below, each committee of the board also held an in camera session as part of each meeting conducted in 2024.

The board of directors has adopted written position descriptions for each of the Board Chair and the CEO. The board has also adopted a charter for each of its committees, setting out the committee's mandate as well as the roles and responsibilities of the chair of the committee.

Copies of these written position descriptions and committee mandates are available on our website at www.wajax.com, and from our Corporate Secretary.

Board Committees

As noted, the board discharges its responsibility directly and through three committees: the Audit Committee, the Governance Committee and the Human Resources and Compensation Committee. Particulars of the functions of these committees are summarized below. The full text of the charter of each committee is available on our website at www.wajax.com.

All committees have the authority to retain counsel or other experts, as deemed appropriate, without seeking board or management approval and to set and pay the compensation of the advisors they engage. As Board Chair, Mr. Barrett is an ex officio member of all board committees.

	Audit Committee	Governance Committee	Human Resources and Compensation Committee
Independence	100%	100%	100%
Chair	Elizabeth A. Summers	Alexander S. Taylor	A. Jane Craighead
Membership in 2024	Thomas M. Alford	Leslie Abi-karam	Leslie Abi-karam
	A. Jane Craighead	Thomas M. Alford	David G. Smith
	David G. Smith	S. Uthayakumar	Elizabeth A. Summers
	Susan Uthayakumar		Alexander S. Taylor
Meetings in 2024	4	4	5

Audit Committee

The Audit Committee is responsible for assisting the board in promoting and improving the integrity and objectivity of Wajax's financial reports. The committee also provides oversight over our approach to cyber and data security risk. Its key duties include:

reviewing all public disclosure documents containing financial information;
managing the relationship between Wajax and its external auditor by overseeing the work of the external auditor and for making recommendations to the board on the engagement, remuneration and termination of the external auditor based on its evaluation of performance;
resolving any disagreements between management and the external auditor regarding financial reporting;
pre-approval of all non-audit services to be provided by the external auditor subject to certain exemptions below a defined threshold;
reviewing and approving hiring policies regarding employees and former employees of the external auditor and to address complaints received by Wajax under its Code of Business Conduct relating, but not restricted, to concerns over accounting, internal accounting controls or audit matters;
reviewing disclosure controls and procedures and to inquire as to the existence of any significant deficiencies in the design or operation of internal controls;
reviewing with management the adequacy and effectiveness of applicable controls related to Wajax's ESG disclosures; and
reviewing ESG disclosures required to be included in financial reporting prior to publication.

The Audit Committee Charter and additional particulars relating to the education and experience of the members of this committee are disclosed in our Annual Information Form for the year ended December 31, 2024 which has been filed on SEDAR+ (www.sedarplus.ca).

At each of its meetings in 2024, the committee, under the leadership of the committee Chair, held private meetings with management and Wajax's auditor, as well as in camera sessions at which Wajax's auditor and members of management were not in attendance.

Governance Committee

The Governance Committee is responsible for developing Wajax's approach to corporate governance issues, with the goal of assuring that a comprehensive system of stewardship and accountability to shareholders is in place and functioning among directors, management and employees of Wajax. Its key duties include:

evaluating and recommending nominees to the board;
reviewing board compensation policy;
developing an orientation program for new directors and for ongoing director education;
annually evaluating the performance and effectiveness of the board, its committees, individual directors and the Board Chair;
oversight of Wajax's environmental management programs;
making recommendations to the board regarding Wajax's ESG oversight structure;
reviewing non-financial ESG disclosures;
ensuring Wajax's corporate governance practices are aligned with its ESG approach and policies; and
assisting the board in overseeing risk management policies and procedures.

At each of its meetings in 2024, the committee, under the leadership of the committee Chair, held in camera sessions at which members of management were not in attendance.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is responsible for overseeing the development of executive and senior management succession plans, for assisting the board in the discharge of its responsibilities relating to the development and implementation of compensation policies and programs, for promoting, supporting and monitoring improvements to the health and safety performance of the Corporation, and for overseeing the sponsorship and administration of registered and non-registered pension plans maintained by the Corporation and its affiliates. Its key duties include:

reviewing and making recommendations on personnel policies and employee relations matters;
developing and implementing compensation policies and programs for senior and executive management;
reviewing and annually approving the goals and objectives related to the compensation of senior executives;
reviewing and annually recommending to the board the goals and objectives related to the compensation of the CEO;
ensuring processes are in place to support the development of and succession plans for senior executives;
making recommendations on the appointment of officers;
reviewing and approving any employment, change of control or similar agreements and any severance agreements proposed to be provided to any current or former officers;
reviewing executive compensation information prior to public disclosure;
promoting, supporting and monitoring improvements to the health and safety performance at Wajax;
overseeing the sponsorship and administration of registered and non-registered pension plans maintained by Wajax and its affiliates; and
ensuring that Wajax's human resources management and compensation strategies are aligned with its ESG approach and policies.

The committee Chair, together with the Board Chair, jointly evaluate on an annual basis the CEO's performance against pre-established goals and objectives and review their assessment with the full board prior to determination of the compensation of the CEO.

In determining compensation for our senior executives, the committee from time to time retains independent compensation consultants to provide expert advice and opinions on compensation matters. Further particulars on this subject are provided in the Compensation Discussion and Analysis section of this Information Circular.

At each of its meetings in 2024, the committee, under the leadership of the committee Chair, held in camera sessions at which members of management were not in attendance.

Nomination and Election of Directors

Director Recruitment, Skills and Competencies

In the discharge of its responsibility to identify and recommend candidates for board nomination, the Governance Committee follows a structured process to board renewal and succession. The committee:

considers the competencies and skills that the board as a whole should possess;
assesses the competencies, skills, personal qualities, geographical representation and experience of existing directors, together with succession needs; and
thereafter develops prospective board member profiles to ensure candidates for the board will have the expertise and experience to facilitate its effective functioning.

A list of candidates is developed based on input from current directors or with the assistance of independent search consultants retained by the committee. For information regarding Wajax's policy regarding board and executive officer diversity, please see "Board and Executive Officer Diversity" on page 28.

Information regarding the independence, gender diversity, age and geographic diversity of all board nominees is summarized below.

Independence of Nominees

Gender Diversity of Nominees

Age of Nominees

Residence of Nominees

The following matrix lists some of the current skills and competencies considered as part of the assessment conducted by the Governance Committee, along with identification of each board nominee possessing such skill or competency. More specific information regarding age and board tenure is also included.

Key Director Skills and Competencies	Leslie Abi-karam	Thomas M. Alford	Edward M. Barrett	A. Jane Craighead	Ignacy P. Domagalski	David G. Smith	Elizabeth A. Summers	Alexander S. Taylor	Susan Uthayakumar
Strategy and strategic planning – experience as a senior executive or board member in strategic planning for significant commercial enterprises.	✓	✓	✓	✓	✓	✓	✓	✓	✓
Operations leadership – hands-on experience as an operator or senior executive of a significant business.	✓	✓	✓	✓	✓	✓	✓	✓	✓
Risk management – experience as a senior executive or board member in Enterprise Risk Management (ERM) frameworks, systems and processes.	✓	✓	✓	✓	✓	✓	✓	✓	✓
Finance and accounting – ability to read, understand, analyze and interpret financial statements and notes thereto.	✓	✓	✓	✓	✓	✓	✓	✓	✓
Human resources and compensation leadership – experience as a senior executive or board/compensation committee member with a thorough understanding of compensation and pensions and benefits programs.	✓	✓	✓	✓	✓	✓	✓	✓	✓
Industry knowledge – experience in one or more of the mining, oil and gas, forestry products, power generation or transportation industries, or expertise in distribution, supply chain management, logistics or integrated solutions.	✓	✓	✓		✓	✓	✓	✓	✓
Sales and marketing – expertise in sales and marketing combined with strong knowledge of market participants.	✓	✓	✓		✓	✓		✓	✓
Banking/financial leadership – experience in investment or corporate banking and capital markets, or experience as a chief financial officer or other senior executive in financial accounting, reporting or corporate finance.				✓		✓	✓		✓
Corporate governance – experience as a board member for a publicly listed company or other major organization.	✓	✓	✓	✓		✓		✓	✓
Technology – experience with technology development or application, which may include emerging technologies, digital innovation and analytics, IT systems and/or cyber security.	✓			✓		✓	✓	✓	✓
Sustainability, ESG and health and safety – experience in leading or oversight of sustainability programs, including ESG, diversity and inclusion, and/or health and safety programs.	✓	✓		✓	✓	✓	✓	✓	✓

Age

40 – 49
50 – 59						●
60 – 69	●	●		●	●		●
70 or over			●

Wajax Board Tenure

0 – 5 years	●			●	●	●	●		●
6 – 10 years
10+ years		●	●					●

Majority Voting

Shareholders are asked to vote "for" or "against" each nominated director. Only nominees receiving a majority of the votes cast in their favour will be elected, subject to limited and defined circumstances.

In accordance with the provisions of the CBCA and its regulations, a nominee for election as a director who receives a greater number of votes "against" than votes "for" will not be elected as a director. Notwithstanding the foregoing, if the nominee is an incumbent director, the director may continue in office until the earlier of (i) the 90th day after the day of the election; and (ii) the day on which their successor is appointed or elected. Furthermore, the board may reappoint an incumbent director even if they do not receive majority support to ensure the board is composed of the requisite number of (i) Canadian residents; and (ii) directors who are neither officers nor employees of the Corporation.

Our majority voting practices comply with the statutory majority voting requirements under the CBCA, which came into force on August 31, 2022.

The foregoing only applies in circumstances involving an uncontested election of directors. An "uncontested election of directors" means an election where there is only one candidate nominated for each position available on the board, as determined by the board.

Director Orientation and Education

The Governance Committee is responsible for providing orientation to new directors and for ongoing director education.

New directors are briefed by the Board Chair, the CEO and senior management, and are provided with a manual which includes documents from recent board meetings, information regarding Wajax's structure, its strategic and operational business plans, its operating performance, its governance system and its financial position. New directors may also attend meetings of board committees of which they are not a member, in order to broaden their knowledge base and receive additional information on Wajax's affairs.

In 2023, we significantly updated our approach to continuing director education. In particular, based on feedback from directors, we developed a program for our board based on a combination of the following:

In 2023, we significantly updated our director education program to include a broader array of topics, speakers, branch tours and site visits – as well as access to external courses and programming.

In-Person Education – with sessions balanced between business, functional and governance topics, with internal and external speakers;
In-Person Branch/Site/Facility Tours – off-cycle branch/site tours for smaller groups of directors, focused on Wajax branches, customer sites and manufacturing partner facilities, complimented by larger full board branch/site tours timed to coincide with regularly scheduled meetings;
Video Presentations and Virtual Tours – video presentations and virtual site visits focused on operational matters; and
Self-Study – access to courses and programming offered through the Institute of Corporate Directors (ICD), and other external sources.

Directors also receive presentations on various aspects of our business and operations during regularly scheduled board meetings and receive monthly and mid-quarter business and industry updates from the CEO.

Director education during 2024 included the following presentations, updates and in-person site tours and visits:

Date	Topic	Presenter(s)	Attendees
March 2024	Market Update/Special Situations Trends and Considerations	BMO Capital Markets	All directors
	People-First Strategy Update	CPO	All directors
	Information Systems Strategy – Digital and AI (Enterprise Risk Management)	CFO and VP Information Systems	All directors
May 2024	Investor Relations Strategy	LodeRock Advisors Inc.	All directors
	Facilities Planning	VP, Supply Chain	All directors
August 2024	Corporate Governance Trends and Developments	General Counsel	Governance Committee
	Revenue and Billing Processes – Internal Audit Report	CFO	Audit Committee
	Enterprise Risk Management Framework and Strategy	CFO	All directors
	Master Planning and Demand Forecasting (Enterprise Risk Management)	CFO	All directors
	Equity/Capital Markets Planning and Sector Update	Scotiabank	All directors
	Strategic Planning Refresh	CEO, CFO, SVP Category Management, SVP Sales and Operations, and VP Corporate Controller	All directors
	In-Person Facility Tour – Wajax Stoney Creek Power, Equipment and Industrial Parts Branch	Wajax Executive, Senior and Branch Management	All directors
September 2024	Acquisitions Strategy/Market Update	VP Corporate Development	Directors(1)
November 2024	Enterprise Risk Management Framework and Strategy	CFO	Governance Committee
	Automation, Process Intelligence and Artificial Intelligence Solutions Update	EVP, Global Professional Services, Infor	All directors
	Enterprise Risk Management / Internal Audit Update	Partner, Risk Consulting, Ernst & Young	All directors
	Customer Support Management (Enterprise Risk Management	SVP Sales and Operations	All directors
	In-Person Facility Tours – Tigercat International Inc. Paris, Kitchener and Cambridge, Ontario Facilities	Wajax Executive, Senior and Branch Management	Directors(2)
	Governance Considerations	Senior Partner, Norton Rose Fulbright Canada LLP	All directors

(1) L. Abi-karam, T.M. Alford, E.M. Barrett, A.J. Craighead, I.P. Domagalski, D.G. Smith, E.A. Summers and A.S. Taylor attended this session which was part of a mid-quarter update where attendance was optional.
(2) E.M. Barrett and D.G. Smith.

Board Performance

Each year, the Governance Committee arranges for detailed self-assessment surveys to be prepared and distributed to each director. These surveys solicit views on a variety of topics, including the effectiveness of the board and the performance of board committees, the Chair of each committee and the Board Chair.

Directors are also asked to comment on matters such as the quality and completeness of the board's meeting materials, and how the board compares to other boards on which a director serves. Directors are invited to make suggestions for improvements. Open-ended questions are included to elicit broad feedback, as well as specific input regarding topical issues and challenges. To encourage candidness, completed surveys are returned to the General Counsel, who compiles survey results, and any comments and suggestions, on an unattributed basis.

In 2024, the board and senior management executed on action plans established following the enhanced board self-assessment process completed in 2023.

Survey results are reported on by the Chair of the Governance Committee to the committee and to the full board. Confidential interviews are then conducted with each director by the Chair of the Governance Committee and the Board Chair to discuss such results, and to solicit further comments and suggestions. During these interviews, peer feedback regarding the individual performance of each director (including their performance as a committee Chair or Board Chair, if applicable) is also solicited, and any resulting suggestions for improvement are discussed with the relevant director(s) as part of their individual director evaluation. A final report is then prepared by the Chair of the Governance Committee and presented to the committee and the full board. Overall results and suggestions for improving board processes and governance are discussed, and any agreed upon measures are implemented by the committee chairs and the Board Chair.

Beginning in 2023, additional board performance feedback has been solicited from the senior executives who interact most frequently with the board and its committees. In 2023, this feedback was compiled on an unattributed basis by the Hansell McLaughlin Advisory Group ("Hansell McLaughlin"), a leading/expert facilitator of board evaluations and assessments. The board then participated in a formal board performance session facilitated by Hansell McLaughlin, focused on themes and topics identified from the board self-assessment surveys, individual director interviews and senior executive feedback.

This enhanced 2023 board self-assessment process produced additional valuable feedback on topics including, board and committee materials, off-cycle updates from the CEO and senior executives, communication, identifying future potential challenges and Enterprise Risk Management oversight. Actions plans established in each of these areas were executed in 2024.

Ethical Business Conduct

Conflicts of Interest – Directors and Officers

In the case of any transaction or agreement in respect of which a director or executive officer has a material interest, such director or officer is required to disclose to the board his or her interest and, if applicable, exclude himself or herself from any discussions or vote relating to the transaction or agreement.

As noted above, each director must complete a detailed annual declaration of business, financial and other interests. NEOs are also required to complete this annual declaration.

Code of Business Conduct

Our written Code of Business Conduct sets out the ethical standards applicable to and expected of all directors, officers and employees (the "Code"). A copy of the Code is available on our website (www.wajax.com) and has also been filed on SEDAR+ (www.sedarplus.ca).

Among other things, the Code addresses compliance with laws, issues of fairness in the workplace, harassment, violence, substance abuse, environmental, health and safety issues, conflicts of interest, bribery and corruption, the proper reporting of financial transactions, treatment of confidential information and reporting of any illegal or unethical behaviour. Updates made in 2024 address compliance with our Vendor Code of Conduct. The Code also sets out various methods by which

Directors and NEOs must complete a detailed annual declaration of business, financial and other interests.

No waivers from the provisions of the Code were granted for the benefit of any director or officer in 2024.

contraventions thereof or ethical issues which arise may be reported or discussed in confidence. All directors, officers and employees must acknowledge annually that they have read, understood and complied with the Code.

The Audit Committee is responsible for monitoring compliance with the Code. A report of complaints (if any) received is presented to the Audit Committee at each quarterly meeting.

Statement of Policies and Procedures with Respect to Confidentiality, Disclosure, Insider Trading and Tipping and Insider Reporting

We have adopted a Statement of Policies and Procedures with Respect to Confidentiality, Disclosure, Insider Trading and Tipping and Insider Reporting, which is subject to annual review. It provides guidance on the use, disclosure and safeguarding of confidential information, on communications with external parties, on the timely, complete and fair dissemination of material information in accordance with applicable securities laws, and on our insider trading and reporting policies.

Director Tenure and Board Renewal

It is contemplated that directors will retire from the board at the annual general meeting next following the earlier of: (i) their 73rd birthday (the "Retirement Age"), and (ii) their 15th year of service as a director, provided however, that for directors first elected or appointed prior to the annual general meeting held May 2, 2023, only the Retirement Age shall apply.

The board may in exceptional circumstances and where, in its sole discretion, it determines it would be in the best interests of Wajax, accept a recommendation of the Governance Committee that a director be proposed for re-election after reaching 73 and/or completing their 15th year of service as a director, as the case may be.

Directors will not be proposed for re-election after reaching age 75 or such other age as the Governance Committee decides.

We believe strongly in board renewal and have adopted both age and term limits for our directors.

As noted above, the average board tenure of the director nominees is 7.4 years.

Board and Executive Officer Diversity

We have adopted a written policy regarding board and executive officer diversity (the "Diversity Policy"). The Diversity Policy expressly enumerates women, Aboriginal peoples, persons with disabilities and members of visible minorities, as defined in the Employment Equity Act (Canada) (collectively, "Designated Groups"), among the diverse groups which are the focus of the policy.

The Diversity Policy affirms the fundamental principle that the board will nominate directors and appoint executive officers based on merit, and that Wajax is strongly committed to finding the best people to serve in such roles. The policy also recognizes that diversity helps to ensure that (a) directors and executive officers provide the necessary range of perspectives, experiences and expertise required to achieve effective stewardship and management of Wajax, and (b) a

We first adopted a written diversity policy in 2015 – and to support our specific objective of gender diversity, adopted a target for the number of women on our board in 2018.

wide variety of perspectives are brought to bear on issues, while enhancing the likelihood that proposed solutions will be nuanced and comprehensive. Gender diversity is acknowledged as a significant aspect of diversity.

The Diversity Policy provides that:

in identifying potential candidates to serve on the board, the Governance Committee will strive for the inclusion of diverse groups, knowledge and viewpoints. When initiating a search for potential director candidates, the committee will, among other things, develop a recruitment protocol that seeks to include diverse candidates and direct any search firms engaged to assist in identifying candidates for appointment to the board to include candidates who are women or members of other Designated Groups. When nominating candidates for election or re-election to the board, the Governance Committee will consider the level of representation of women or members of other Designated Groups; and
in identifying potential candidates for appointment as President and CEO and for other executive officer positions, the Human Resources and Compensation Committee and the President and CEO, respectively, will (a) consider individuals

from a variety of backgrounds and perspectives with Wajax's diversity objectives in mind, and (b) consider the level of representation of Designated Groups in executive officer positions when making executive officer appointments.

The Governance Committee and the Human Resources and Compensation Committee are responsible for monitoring the implementation of the Diversity Policy. In order to ensure that the policy is appropriately implemented and to measure its effectiveness, at least annually:

the Governance Committee will assess and report to the board regarding the effectiveness of the director nomination process at achieving Wajax's diversity objectives; and
the President and CEO will assess and report to the Human Resources and Compensation Committee regarding the effectiveness of the executive officer appointment process at achieving Wajax's diversity objectives.

As part of its commitment to diversity, and the specific objective of gender diversity, in 2018 Wajax adopted a target of 20% for the number of women on the board; this target was subsequently increased to 30%. The table below highlights our progress as of March 4, 2025, on gender diversity since the adoption of such targets.

Year	Women Directors (#)/Total Directors (#)	Percentage of Women Directors (%)
2018	1/8	13%
2019	2/9	22%
2020	3/10	30%
2021	3/10	30%
2022	4/9	44%
2023	5/11	45%
2024	4/9	44%

On this basis, the Governance Committee regards the policy as it pertains to board gender diversity as effective. Wajax has not adopted specific targets in connection with the representation of Aboriginal peoples, persons with disabilities or members of visible minorities on the board. This determination is based on Wajax's desire to place an emphasis on gender diversity on its board, as well as a desire to maintain flexibility in an increasingly competitive market for director candidates with the necessary qualifications, personal attributes, business background and experience.

Wajax has not adopted specific targets for the number of women, Aboriginal peoples, persons with disabilities or members of visible minorities in executive officer positions, primarily due to the small and generally fixed size of this group, as well as a desire to maintain flexibility to hire or promote to executive officer positions based on talent, experience, personal skills and character. We believe that, in order to achieve a better representation of diverse groups in executive officer roles, we must ensure that our talent pipeline of senior managers is properly developed. To this end, Wajax continues to support and develop the diversity of this talent pipeline and is diligent in the consideration of diverse external candidates when senior management and executive officer roles become available.

The representation of each Designated Group among board nominees and executive officers as at March 4, 2025 is set out in the table below. The disclosure is derived from information provided by the directors and executive officers of Wajax and, for executive officers, is based on the definition of "members of senior management" set out in the regulations to the CBCA. In accordance with privacy legislation, the information was collected on a voluntary basis and, where a particular individual chose not to respond, no assumptions were made nor was any data assigned to that individual. To highlight efforts to support and develop our talent pipeline, we have also included information regarding the gender diversity of managers who report directly to executive officers.

Directors(1)	Directors (#)/Total Directors (#)	Percentage (%)	Senior Management(2)	Senior Management (#)/Total Senior Management (#)(2)	Percentage (%)
Women	4/9	44%	Women	1/6	17%
Aboriginal peoples	0/9	0%	Aboriginal peoples	0/6	0%
Persons with disabilities	0/9	0%	Persons with disabilities	0/6	0%
Members of visible minorities	1/9	11%	Members of visible minorities	1/6	17%

(1) Nominees for election as a director at the Meeting.
(2) For the purposes of this disclosure, Senior Management means our six total corporate officers as of March 4, 2025. The representation reported is based on the responses received.

Of the 47 managers who report directly to Senior Management (as defined in the notes to the above table), a total of 22, or 47%, are women.

Strategic Oversight

The board of directors and its committees actively participate in validating and approving Wajax's strategic direction and objectives, and in monitoring their achievement. Senior management is responsible for the development of Wajax's strategic plan, which is then presented to the board for approval. The board has the responsibility to constructively challenge and assess the proposals on strategy made by management while scrutinizing the performance of management in meeting the Corporation's strategic objectives. Following appropriate challenge, debate and review, the board provides support to senior executives in their strategic management of the Corporation's business.

Senior management undertook a comprehensive strategic planning exercise during 2023. The board was actively engaged, initially to provide feedback regarding the process and its overall goals, internal and external considerations, and key priorities. Thereafter, the board devoted significant time during subsequent meetings to testing and challenging management's proposals, assumptions and estimates. The resulting plan, approved by the board, continues

Our focus on organic growth, unlocking the potential of our enhanced direct relationship with Hitachi Construction Machinery Americas Inc. ("Hitachi"), and acquiring and integrating complementary industrial parts and engineered repair services ("ERS") businesses – while also incorporating our people-first ambition, improvements to cost structure and processes, and technology enhancements.

In 2024, the board devoted considerable time to reviewing management's response to increasingly challenging market and competitive conditions and participating in a comprehensive CFO succession planning process.

Our Strategic Priorities

In 2024, the board devoted considerable time to reviewing management's plans and initiatives for responding to increasingly challenging market and competitive conditions. The board also spent significant time participating in a comprehensive CFO succession planning process and considering the Corporation's major risks and approach to Enterprise Risk Management.

Additional details regarding our strategy and 2024 performance are set out in our Annual Report for the year ended December 31, 2024, which accompanies this Information Circular and/or is available on SEDAR+ (www.sedarplus.ca) and on our website (www.wajax.com) (the "2024 Annual Report").

Although no ERS and industrial parts acquisitions were completed during 2024, the board continues to believe strongly that building capabilities and scale in these important areas will be a key differentiator for Wajax. Strategic acquisitions completed since 2018 are set out below.

Electromechanical and rotating equipment

Sales and servicing of valve products

Process Flow Systems Ltd.

Custom electrical and instrumentation equipment

Seller/integrator of industrial process pumps

BETA FLUID POWER LTD. BETA INDUSTRIAL LTD.

Suppliers of hydraulic and pneumatic equipment, and repair and maintenance services

Strategy updates are provided by senior management to the board at least quarterly.

Risk Oversight

The objectives of the board with respect to risk management activities are to assess the principal risks facing our business, to review options for the mitigation of such risk, and to oversee the implementation of appropriate systems to manage risk generally. The Governance Committee assists the board in fulfilling these objectives.

Continuing a process which began in 2022, senior management continues to update and advance Wajax's Enterprise Risk Management ("ERM") framework and processes. With the assistance of a third-party expert, this work has included a comprehensive survey of stakeholders, including a broad group of management, regarding the risks and challenges facing the business, a facilitated risk assessment process, and the development of an enterprise risk profile. A risk summary has been developed for each of the "top" risks identified, and a senior executive "owner" assigned; internal and external risk drivers have been identified, as well as risk indicators, and mitigation plans developed. Feedback has also been obtained from the board regarding significant risks and their relative priority, and senior management provides the board with a "deep dive" into one or more of Wajax's "top" risks at each of its regular meetings. Other identified risks are reviewed as part of the continuing director education program. In 2024, "top" risks were re-ranked and two - one operational and one principal risk - were audited by the third-party expert.

In addition to the ERM framework, a general review of Wajax's approach to risk is undertaken in connection with the strategic planning process, where, in the context of strategic and growth initiatives, the amount of risk, on a broad level, that Wajax is prepared to accept in pursuit of stakeholder value is actively discussed and agreed upon by the board and senior management.

Cyber risk is an area of focus for the board, and during 2024 the Audit Committee and board received several updates from senior management regarding cyber risk and Wajax's cybersecurity strategy.

In 2023, the board participated with management in an expert-facilitated cybersecurity exercise, which simulated a cyber attack against Wajax. A similar exercise is expected in 2025.

Presentations regarding strategic and operational matters, including the opportunities and challenges facing each of our operating functions, are made by members of senior management at regularly scheduled board meetings, allowing the board to assess whether developments in the business environment have resulted in changes to the risks and assumptions underlying our strategy, and the effects of such changes on our strategic plan. These reports also provide the board with updates regarding existing and developing risk management processes and require senior management to demonstrate the effectiveness of such processes at identifying, assessing and managing significant risks.

From a governance perspective, while the board considers that risk oversight, like strategy, is a full-board responsibility, each of the board's committees is responsible for addressing risk oversight in their areas of expertise as provided for in the relevant committee charter, while strategic issues are dealt with, for the most part, at the full-board level. This allows for more focused attention on risks inherent in the scope of each committee's activities as set forth in their respective committee charters.

Committee	Key Areas of Risk Oversight Focus
Audit	• oversight and monitoring of key financial risks, as well as risk mitigation strategies
• providing oversight on the effectiveness of our system of internal controls
• overseeing the integrity of our financial statements and results
• overseeing external auditor qualifications, independence and performance, and finance and compliance functions
• monitoring our approach to cyber and data security risk
• responsibility for conduct review, conduct risk and ethical standards, including Code compliance
Governance	• overseeing and providing recommendations to the board regarding our approach to corporate governance
• responsibility for board succession planning
• providing oversight on our environmental risk and compliance programs
• overseeing and providing recommendations to the board regarding our ESG oversight structure
• providing oversight over our ERM process
Human Resources and Compensation	• providing oversight on our human resources policies and procedures
• oversight and monitoring of CEO and senior executive compensation practices and risk, including compensation philosophy and mix
• oversight and monitoring of talent development and senior executive succession planning
• oversight and monitoring of our health and safety programs
• providing oversight on pension and benefit plan design

For a detailed review of the major risks facing Wajax, please see our consolidated financial statements and accompanying management's discussion and analysis ("MD&A") for the year ended December 31, 2024, which have been filed on SEDAR+ (www.sedarplus.ca).

Sustainability

To support progress in this important area, we formalized our sustainability reporting in early 2021 with the release of our Annual Report for the year ended December 31, 2020. In that report, we set out the results of stakeholder materiality assessments conducted to identify key areas of focus for our sustainability efforts and detailed the work underway to establish baselines against which the progress of our ESG initiatives could be measured. We also developed a "Sustainability Roadmap", outlining broad goals in each of our ESG focus areas.

Since then, we have further entrenched ESG into our operational culture along with our board and committee mandates. We have worked hard to improve our employees' working lives and the lives of those in the communities around us. In 2024, we continued to make progress in each of our ESG focus areas as set out below.

Wajax recognizes that strong businesses must work diligently to support their employees and communities, behave ethically and responsibly, and be good stewards of the environment.

Sustainability Roadmap

Area	Priorities	2024 Progress
Environmental	• Reduce our carbon footprint from owned or controlled sources.	• Continued to improve energy efficiency through LED lighting upgrades, installation of smart thermostats and piloting a heat recovery system.
Social	• Focus on employee health, safety and well-being as part of our corporate Purpose and Values.
• Give back to the community.
• Support diversity and equal opportunity.	• Achieved Excellence Canada “Platinum” level certification for both Mental Health at Work and Healthy Workplace.
• Continued to invest in our communities through partnerships with Food Banks Canada, the Canadian Cancer Society and the Kids Cancer Care Foundation of Alberta.
• Expanded our “Women of Wajax” (WoW) employee resource group, now in its first full year, and further advanced diversity and inclusion initiatives with our partners Indspire, Women Building Futures and Jill of All Trades.
Governance	• Enhance sustainability governance for future disclosures and regulated reporting.
• Uphold high ethical standards in the conduct of our business.	• Configured our carbon accounting software.
• Released our first Vendor Code of Conduct and Vendor Reference Manual.
• Prepared our second report under the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada).

For more information, please see our 2024 Annual Report, as well as our 2024 Sustainability Report, which will be made available on our website at www.wajax.com. Our 2024 Sustainability Report is not incorporated by reference into this Information Circular.

Director Compensation

Director compensation is reviewed annually by the Governance Committee and changes are recommended to the board based on relevant market data. Consistent with market practice, reviews are focused on total director compensation at the same group of companies we use to benchmark executive compensation (our "Compensation Peer Group"). This approach acknowledges the similarities between these organizations and reflects competition for both director and executive talent. Other publicly available data is also considered to provide additional context.

For information regarding our Compensation Peer Group, please see page 43.

Annual Retainers

The Governance Committee's 2024 review showed that Wajax total director compensation was moderately below the desired positioning at the median (50th percentile) of total director compensation for our Compensation Peer Group. Wajax's total Board Chair retainer was also near, but slightly below, the desired positioning, while committee chair retainers were generally in line with the median.

Wajax's compensation program for directors is designed to attract and retain the most qualified and committed people to serve on its board and committees by (i) paying appropriate compensation for the responsibilities and risks associated with public entity directorships, and (ii) aligning the long-term economic interests of directors and shareholders.

As part of its review, the committee also considered additional factors, including the workload and time commitment required of directors, stakeholder expectations and a desire to remain competitive in attracting and retaining directors with the skills and experience required for our board. Following consideration, and on the recommendation of the Governance Committee, no changes were made to director compensation for 2024.

The following table sets out the director fee schedule applicable in 2024. Mr. Domagalski does not receive any additional compensation for serving as a director.

| | 2024
(\$) |
| --- | --- |
| Board Retainers | |
| Board Chair Retainer (a minimum of 50% received in DDSUs) | 240,000 |
| Board Member Retainer (a minimum of 50% received in DDSUs) | 160,000 |
| Committee Retainers | |
| Audit Chair Retainer | 18,000 |
| Human Resources and Compensation Chair Retainer | 18,000 |
| Governance Chair Retainer | 15,000 |
| Committee Member Retainer | 5,000 |
| Meeting Fees | |
| Board Meeting | none |
| Committee Meeting | none |
| Travel Fees | |
| Out-of-Province Travel | none |

As noted, directors must receive a minimum of 50% of their annual board, or Board Chair, retainer in DDSUs (deferred share units) under the DDSUP on a value-for-value basis, as described below on page 35, and may elect annually to receive any other cash compensation in deferred share units. In 2024, directors received 64% of total board compensation in the form of DDSUs. Compensation in the form of DDSUs is "at risk" since DDSUs can only be redeemed following a director's retirement from the board, and their value depends on the market value of our shares.

Although no additional travel fees are payable, Wajax does reimburse directors for travel and out-of-pocket expenses for attending meetings. Directors do not receive option-based awards or equity-based awards (other than through the DDSUP as described below) nor do they participate in non-equity incentive or pension plans sponsored by Wajax.

Directors' Deferred Share Unit Plan

Under the DDSUP, directors must receive a minimum of 50% of their annual retainer in the form of deferred share units ("DDSUs") and may irrevocably elect to receive up to 100% of their aggregate annual retainer, any committee chair retainer, committee and other fees that would otherwise be payable in cash, in the form of DDSUs. Subject to dividend equivalents and other limited exceptions, DDSUs are only granted in lieu of cash payment of director fees on a value-for-value basis.

Each DDSU granted has a value equal to the volume weighted average trading price of Wajax's Common Shares on the TSX on the five trading days before the quarterly payment of retainers and fees. Additional DDSUs are granted to reflect the reinvestment of the notional dividends paid on the DDSUs allocated to a participant. The DDSUP is administered by the Governance Committee.

Only directors who are not employees of Wajax or any of its subsidiaries are eligible to participate in the DDSUP. The plan limits insider participation such that the number of Common Shares issuable to insiders of Wajax, at any time, under all security-based compensation arrangements, shall not exceed 10% of the issued and outstanding Common Shares. The number of Common Shares issued to insiders of Wajax, within any one-year period, under all security based compensation arrangements of Wajax, shall not exceed 10% of issued and outstanding Common Shares. The DDSUP does not provide for a maximum number of Common Shares which may be issued to a director pursuant to the DDSUP and any other share compensation arrangement. Wajax does not have any other share compensation arrangement in which its directors participate.

The DDSUP aligns the long-term economic interests of board members and shareholders by requiring that directors must receive a minimum of 50% of their annual cash retainer in the form of DDSUs on a value-for-value basis.

DDSUs can only be redeemed when the holder ceases to be a director of Wajax.

DDSUs are non-transferable and can only be redeemed when the holder ceases to be a director of Wajax. Upon redemption, Wajax will deliver to the former director one Common Share for each DDSU allocated to such individual.

The DDSUP may be amended by the board of directors, provided, however, that no such amendment may reduce, alter or impair any rights accrued to any director as of the date of the amendment without consent, all amendments meet the requirements of the applicable laws and applicable regulatory approvals are obtained. The board may, for instance, amend the DDSUP to make amendments of a "housekeeping" nature or amendments necessary upon changes in capital structure (such as a share consolidation, share split, combination or exchange). The DDSUP expressly requires that shareholder approval be obtained for any amendment that (i) removes or exceeds the participation limits set out in the DDSUP, (ii) increases the maximum number of Common Shares issuable pursuant to DDSUs granted under the DDSUP, (iii) would permit any DDSU to be transferable or assignable other than as required by law, or (iv) amends the amendment provisions of the DDSUP.

A maximum of 600,000 Common Shares may be issued pursuant to DDSUs granted under the DDSUP, representing approximately 2.7% of the outstanding Common Shares as of March 4, 2025. In 2024, shareholders approved a replenishment of the number of Common Shares issuable under the DDSUP by 350,000, to 458,676 Common Shares, which reserve excluded the 353,713 DDSUs outstanding as of the date of the 2024 management information circular. As of March 4, 2025, there were 349,592 DDSUs outstanding, representing approximately 1.60% of the Common Shares then outstanding, of which 59,583 DDSUs were issued following the date of the 2024 management information circular, representing 0.27% of the Common Shares outstanding as of March 4, 2025. As of March 4, 2025, a total of 399,093 Common Shares, representing 1.82% of the Common Shares then outstanding, would be issuable pursuant to DDSUs available for grant under the DDSUP.

The DDSUP's "burn rate" during each of the last three financial years, defined by the TSX as the total number of units granted in a year, divided by the volume weighted average number of Common Shares outstanding in the applicable year, is set out below:

	2022	2023	2024
Burn Rate	0.3%	0.3%	0.3%

Director Compensation Table

The following table summarizes all compensation amounts paid to directors in 2024.

Director^{(1)}	Board Retainer ($)	Committee Chair Retainer ($)	Committee Retainers ($)	Other Fees ($)^{(4)}	Total Compensation ($)	Allocation of Total Compensation Earned
						Received as Cash ($)	Received as DDSUs ($)^{(5)}	Percentage Received as DDSUs
Leslie Abi-karam	160,000	-	10,000	-	170,000	90,000	80,000	47%
Thomas M. Alford	160,000	-	10,000	-	170,000	-	170,000	100%
Edward M. Barrett (Chair)	240,000	-	-	-	240,000	120,000	120,000	50%
Douglas A. Carty^{(2)}	54,066	3,214	3,379	-	60,659	30,330	30,329	50%
Sylvia D. Chrominska^{(2)}	54,066	-	3,379	-	57,445	30,412	27,033	47%
A. Jane Craighead	160,000	18,000	10,000	-	188,000	-	188,000	100%
David G. Smith	160,000	-	10,000	-	170,000	-	170,000	100%
Elizabeth A. Summers^{(3)}	160,000	14,786	10,000	-	184,786	104,786	80,000	43%
Alexander S. Taylor	160,000	15,000	10,000	-	185,000	105,000	80,000	43%
Susan Uthayakumar	160,000	-	10,000	-	170,000	90,000	80,000	47%
Total	1,468,132	51,000	76,758	-	1,595,890	570,528	1,025,362

(1) As noted above, annual retainers are paid to directors who are not employees or officers of Wajax. Mr. Domagalski does not receive additional compensation for serving as a director of Wajax.
(2) Mr. Carty and Ms. Chrominska retired from the board at the close of the May 2, 2024 annual meeting.
(3) Ms. Summers succeeded Mr. Carty as Chair of the Audit Committee following the close of our May 2, 2024 annual meeting.
(4) Other Fees include travel fees.
(5) Each director must receive a minimum of 50% of their annual board chair or board member retainer in DDSUs. The amounts shown in this column reflect such minimum, plus any additional portion of a director's board chair, committee chair or board member retainer that a director has elected to receive as DDSUs under the DDSUP. Please see Directors' Deferred Share Unit Plan on page 35 for additional detail.

Outstanding Share-Based Awards

Directors do not receive option-based awards or share-based awards, other than through the DDSUP as described above. The following table provides information on outstanding share-based awards (DDSUs) held by our independent directors as at December 31, 2024. DDSUs allocated under the DDSUP vest immediately but may only be redeemed after a director resigns or retires from the board.

Director^{(1)}	Share-Based Awards
	Number of DDSUs That Have Vested (#)	Market or Payout Value of Vested DDSUs Not Paid Out or Distributed^{(2)} ($)
Leslie Abi-karam	15,309	316,437
Thomas M. Alford	90,865	1,878,180
Edward M. Barrett	87,153	1,801,453
A. Jane Craighead	23,126	478,014
David G. Smith	10,959	226,523
Elizabeth A. Summers	5,150	106,451
Alexander S. Taylor	51,706	1,068,763
Susan Uthayakumar	15,309	316,437

(1) Mr. Domagalski does not receive additional compensation for serving as a director of Wajax.
(2) Market value has been calculated using a share price of $20.67, the volume weighted average trading price of Wajax's Common Shares on the TSX on the five trading days before December 31, 2024.

Equity Ownership Requirement for Directors

In addition to the requirement that a minimum of 50% of annual board chair or board member retainers be received as DDSUs, a minimum equity ownership requirement for directors is set out in Wajax's Board Mandate and Governance Guidelines. Directors are expected, within five years of their appointment to the board, to hold a minimum number of Common Shares or DDSUs having a value of not less than 3X their annual retainer as of the date of their appointment.

The minimum equity ownership requirement for directors is set out in Wajax's Board Mandate and Governance Guidelines.

The table below sets out director equity ownership as at December 31, 2024. Mr. Domagalski, our CEO, is not included because he is required to meet equity ownership requirements for senior executives (see page 58).

Director	Equity Ownership Requirement ($)	Common Shares Held	DDSUs Held	Market Value of Common Shares and DDSUs Held ($)(1)	Meets Equity Ownership Requirement
Leslie Abi-karam	270,000	-	15,309	316,437	Yes
Thomas M. Alford	240,000	19,800	90,865	2,287,446	Yes
Edward M. Barrett	75,000	21,991	87,153	2,256,006	Yes
A. Jane Craighead	360,000	7,300	23,126	628,905	Yes
David G. Smith	435,000	15,000	10,959	536,573	Yes
Elizabeth A. Summers	435,000	5,800	5,150	226,337	In Progress(2)
Alexander S. Taylor	150,000	-	51,706	1,068,763	Yes
Susan Uthayakumar	270,000	-	15,309	316,437	Yes

(1) Market value has been calculated using a share price of $20.67, the volume weighted average trading price of our Common Shares on the TSX on the five trading days before December 31, 2024.
(2) Ms. Summers has until May 2, 2028 to meet her equity ownership requirement.

Board and Committee Attendance

A record of attendance by directors at board meetings and meetings of the Audit, Governance and Human Resources and Compensation committees during 2024 is set out below.

Director	Committee Meetings Attended				Total Meetings Attended	% of Meetings Attended
	Board Meetings Attended	Audit Committee	Governance Committee	Human Resources and Compensation Committee
Leslie Abi-karam	6 of 6	-	4 of 4	5 of 5	15 of 15	100%
Thomas M. Alford	6 of 6	4 of 4	4 of 4	-	14 of 14	100%
Edward M. Barrett(1)	6 of 6	4 of 4	4 of 4	5 of 5	19 of 19	100%
A. Jane Craighead	6 of 6	4 of 4	-	5 of 5	15 of 15	100%
Ignacy P. Domagalski(2)	6 of 6	4 of 4	4 of 4	5 of 5	19 of 19	100%
David G. Smith	6 of 6	4 of 4	-	5 of 5	15 of 15	100%
Elizabeth A. Summers	6 of 6	4 of 4	-	5 of 5	15 of 15	100%
Alexander S. Taylor	6 of 6	-	4 of 4	5 of 5	15 of 15	100%
Susan Uthayakumar(3)	5 of 6	4 of 4	4 of 4	-	13 of 14	93%

(1) As Board Chair, Mr. Barrett is an ex-officio member of all board committees.
(2) In addition to board meetings, Mr. Domagalski attends all board committee meetings in his capacity as President and CEO.
(3) Due to a scheduling conflict, Ms. Uthayakumar was unable to attend one ad hoc meeting of the board which was scheduled on short notice.

EXECUTIVE COMPENSATION

This section of the Information Circular provides detailed information about how we compensate our most senior executives, and how that compensation is linked to our corporate performance.

As with most enterprises, the conduct of Wajax's business requires some level of risk-taking. Our compensation programs and practices, however, are designed to emphasize the creation of longer-term value without inappropriate or excessive risk-taking.

The information contained in this Executive Compensation section is given as of December 31, 2024, unless otherwise stated.

Where to find it
Executive Compensation-at-a-Glance	39
Message from the Human Resources and Compensation Committee Chair	40
Compensation Discussion and Analysis
Compensation Governance	42
Compensation Principles and Market Positioning	47
CEO Pay for Performance Review / 2024 CEO Compensation Review	48
Compensation Program Elements	49
2024 Compensation and Performance	50
Share Ownership Requirements / Equity Ownership Plans	58
Indirect Compensation	60
Total 2024 Target Compensation and Compensation Mix	61
Performance Graph and NEO Compensation Trends	62
CEO Compensation Lookback	63
Summary Compensation Table	64
Incentive Plan Awards	65
Pension Plan Benefits	66
Termination and Change of Control Arrangements	67

Executive Compensation-at-a-Glance

What we do:

Independent compensation committee
100% of Human Resources and Compensation Committee members are independent and have experience in compensation leadership
Independent advice
The Human Resources and Compensation Committee receives independent advice from an external advisor regarding compensation plan design, compensation governance and compensation best practices
Peer benchmarking
Executive compensation is benchmarked against a size and industry appropriate comparator group
Equity ownership requirement
NEOs are required to own shares or have an equity interest in Wajax, so that their interests are directly aligned with those of shareholders
Pay for performance
73% of CEO compensation is "at-risk" pay – variable, contingent on performance and not guaranteed
Performance-based vesting for long-term incentives
50% of CEO long-term incentive awards vest at the end of three years based on relative TSR and absolute ROIC performance measures
Overlapping performance periods
Long-term incentive awards are made annually with overlapping performance periods, ensuring senior executives remain exposed to long-term decision-making risks via unvested awards
Payout maximums
Annual bonus payouts and vesting of performance-based long-term incentives are capped for outstanding performance; neither the Human Resources and Compensation Committee nor the board of directors can exceed these caps
Clawback policy
Our clawback policy applies to all executive officers and all incentive compensation awarded
Performance lookback
To ensure compensation outcomes remain aligned with TSR and other financial measures, an annual CEO Pay for Performance Review provides a three-year lookback on CEO realizable compensation relative to financial performance; 5-year TSR and NEO compensation trends are also considered
Double trigger change in control provisions
Our change of control agreements contain "double triggers", i.e., benefits are only payable if two events occur – a change in control and the executive is terminated without just cause or resigns for good reason

What we don't do:

X No payout below performance thresholds
No annual bonus payouts or vesting of relative TSR or absolute ROIC measured long-term incentive awards if performance is below threshold levels
X No payout without committee or board approval
No portion of annual bonus is paid out without Human Resources and Compensation Committee approval and, with respect to the CEO, board approval; no portion of long-term incentives are paid out without board approval
X No hedging
Directors, executive officers and certain others are prohibited from hedging their shares or equity-based compensation
X No excessive benefits
Pensions, benefits and perquisites are market competitive and represent a small portion of total executive compensation
X No excessive severance
No excessive severance obligations are owed to executives
X No stock options
Wajax does not have a stock option plan

Message from the Human Resources and Compensation Committee Chair

Fellow shareholders,

The Human Resources and Compensation Committee of the board of directors (the "HRCC") assists the board in ensuring there is strong alignment between executive compensation, corporate strategy, business results and shareholder interests. We ensure that Wajax's executive compensation programs are aligned with market practices, effectively tied to both short-term and long-term corporate performance, and motivate executives to meet or exceed corporate objectives.

A. Jane Craighead

Approach to Executive Compensation

As we do each year, the HRCC conducted a thorough review of executive compensation programs to evaluate their continued appropriateness and alignment with our "pay for performance" philosophy. Among other things, in 2024, the committee diligently considered NEO base salaries, measures underlying the corporation's Annual Incentive Bonus (AIB) program for NEOs – together with the challenging AIB targets set for the year, and the return on invested capital (ROIC) targets established for Mid-Term Incentive Plan (MTIP) performance share units.

To assist, the HRCC received independent analyses of (i) the corporation's compensation peer group companies – discussed on page 43, (ii) the alignment between CEO realizable compensation and corporate performance – discussed on page 48, and (iii) CEO compensation – also discussed on page 48. An independent senior executive compensation benchmarking review was also received during the year but will be used primarily to inform 2025 executive compensation.

The compensation discussion and analysis which follows describes our compensation-related governance policies and processes, and how the HRCC applied these to NEO compensation in 2024.

NEOs for 2024

There were several notable changes made or announced to the corporation's senior leadership during 2024:

Brian Deacon became an NEO in 2024 by virtue of his promotion to the newly created role of Senior Vice President, Category Management. Mr. Deacon first joined Wajax in 2011 after 14 years in the equipment industry, and since then has held increasingly senior roles at the corporation, including Regional Branch Manager – Equipment, and Vice President, Service Operations. Prior to January 2, 2024, he was serving as Regional Vice President, Western Canada;
André Dubé, already an NEO in 2023 while serving as Senior Vice President, Industrial Parts and Engineered Repair Services, was promoted to the newly created role of Senior Vice President, Sales and Operations. Mr. Dubé first joined Wajax in 1999 as a strategic sourcing specialist, and since then has held increasingly senior roles including Vice President, Key Accounts, Vice President, End Market Mining, and Regional Vice President, Ontario and Québec; and
on November 4, 2024, Wajax announced the planned retirement of Stuart Auld from the role of Chief Financial Officer effective March 4, 2025. Following a comprehensive succession planning process, Tania Casadinho, Vice President, Corporate Controller, has been appointed to succeed Mr. Auld as Chief Financial Officer effective March 4, 2025.

2024 Compensation Results for NEOs

As noted elsewhere, following several years of robust market conditions and record financial results, 2024 saw customer demand decline across several key segments, and this was further impacted by business and economic uncertainty as the year went on. As a result, the corporation's financial performance, including revenue and earnings, declined from the record levels achieved in 2023.

For NEOs, this led to underachievement of 2024 financial measures under the AIB program. In keeping with plan design, as the minimum threshold corporate earnings target was not met, payouts for all other NEO AIB objectives was capped at target.

With respect to the payout of our 2022 MTIP awards, management's focus on improving ROIC was partially offset by lower relative total shareholder return performance over the 2022 – 2024 performance period. This led to below target payouts for 2022 MTIP performance share units.

The HRCC and the board believe these results, supported by the CEO Compensation Lookback on page 63, and the strong correlation between Wajax's five-year cumulative total shareholder return and NEO compensation trends over the same period, as illustrated on page 62, show there is strong alignment between executive compensation and both short-term and long-term corporate performance.

CEO Compensation

2024 was Ignacy Domagalski's third year as President and CEO. Early in the year, following a detailed review of updated competitive benchmarking data, the HRCC recommended to the board that Mr. Domagalski's target total direct compensation continue to transition to the market median (50th percentile). Consistent with our "pay for performance" philosophy, changes recommended by the HRCC and approved by the board balance increases to the fixed and at-risk pay elements.

Changes to target CEO compensation approved by the board in March 2024 are set out on page 48.

Alignment to Shareholders' Interests

In keeping with our "pay for performance" philosophy, the majority of executive pay is variable or at-risk. 73% of Mr. Domagalski's target total direct compensation is at-risk, and an average of 61% of target total direct compensation is at-risk for other NEOs.

Senior executives are also subject to share ownership requirements, which must be maintained for as long as they are employed by Wajax, and in the case of the CEO, for a period thereafter. This further increases an executive's interest in the corporation's success and exposes them to the same share price fluctuations that our shareholders experience. For more information, see page 58.

Advisory Say-on-Pay Vote

As part of our commitment to strong governance practices, we have held a "say-on-pay" vote each year since 2013. In 2024, 88.9% of shareholders voted in support of our approach to executive compensation.

The HRCC and the board of directors believe Wajax's executive compensation programs are appropriately designed and positioned within market ranges, and invite shareholders to review the following compensation discussion and analysis before deciding how to vote. We welcome your feedback on executive compensation at any time and encourage shareholders to participate in the advisory vote.

Yours sincerely,

"Jane Craighead"

A. Jane Craighead

Human Resources and Compensation Committee Chair

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis provides discussion and analysis of Wajax's compensation programs as they applied to our NEOs – our Chief Executive Officer, Chief Financial Officer, and our three other mostly highly compensated executives. For the year ended December 31, 2024, these officers were:

Ignacy P. Domagalski, President and CEO;
Stuart H. Auld, Chief Financial Officer ("CFO");
Mark Edgar, Chief People Officer ("CPO");
André Dubé, Senior Vice President, Sales and Operations ("SVP Sales and Operations"); and
Brian Deacon, Senior Vice President, Category Management ("SVP Category Management").

Compensation Governance

The HRCC oversees the development of our executive compensation plans, philosophy, guidelines and policies.

In 2024, the HRCC was primarily comprised of five directors, namely Mses. Craighead (Chair), Abi-karam and Summers, and Messrs. Smith and Taylor, all of whom are independent.

Each of these directors has direct experience relevant to his or her responsibilities relating to executive compensation, and the majority of current HRCC members have direct experience and skills in each of the following areas: membership on public company compensation committees; organizational exposure to the human resources function; leadership and succession planning; talent development; development and oversight of incentive programs; stress-testing of incentive programs vs. business and operating performance; pension plan administration; financial analysis related to compensation policies and practices; and market analysis related to compensation policies and practices.

HRCC members are 100% independent.

The mandate of the HRCC is described under Corporate Governance, starting on page 18 of this Information Circular.

A copy of the HRCC's Charter is available on Wajax's website at www.wajax.com.

A summary of each current HRCC member's relevant experience is set out below:

Member	Relevant Experience
Leslie Abi-karam	• Had an extensive career at Pitney Bowes Inc., culminating in the role President of Pitney Bowes' portfolio of global communications solutions businesses, with responsibility for operations in 40 countries. Prior to that, was the President of Pitney Bowes' global document messaging technologies group, with responsibility for 4,000 employees in 30 countries, and prior to that, President of Pitney Bowes' global mail services businesses.
• In each of the above roles, was actively involved in compensation and human resources matters pertaining to the senior executives and employees reporting to her.
A. Jane Craighead (Chair)	• Had an extensive career in human resources and was previously Senior Vice President, Global Human Resources at Scotiabank. Prior to that, was the Global Practice Leader, Rewards at Rio Tinto Plc, and the Eastern Canada Human Capital Advisory Services Business Leader at Mercer Human Resources Consulting.
• Chair of the Human Resources and Compensation Committee of Telesat Corporation, and a member of the Human Resources Committee of Crombie REIT. Previously the Chair of the Human Resources Development and Compensation Committee of Clearwater Seafoods Incorporated and the Chair of the Human Resources Committee of Intertape Polymer Group Inc..

Member	Relevant Experience
David G. Smith	• Had an extensive career at Keyera Corp. and, in addition to being a director, was previously President and CEO, President and COO, Executive Vice President – Liquids Business Unit, and Executive Vice President, Chief Financial Officer and Corporate Secretary. • In the above roles, was actively involved in compensation and human resources matters pertaining to the senior executives and employees reporting to him.
Elizabeth A. Summers	• Has had extensive exposure to total compensation plans and practices while serving as Executive Vice President and Chief Financial Officer of Superior Plus Corp., Senior Vice President and Chief Financial Officer of Ontario Power Generation, Chief Financial Officer of Just Energy Group Inc., and Executive Vice President and Chief Financial Officer at Hydro One Inc. • In each of the above roles, was actively involved in compensation and human resources matters pertaining to the senior executives and employees reporting to her.
Alexander S. Taylor	• In addition to past experience as President and CEO of ABB Inc. (Canada), served on ABB's Canadian Pension Review Committee for six years, and also acted as ABB's Vice President, Human Resources. • As President, Nuclear of SNC-Lavalin Group Inc. (now AtkinsRéalis Group Inc.), and prior to that President, Power Group at SNC-Lavalin, was actively involved in compensation and human resources matters pertaining to the senior executives and employees reporting to him.

Independent Compensation Advice

Since 2015, Meridian Compensation Partners, Inc. ("Meridian") has provided the HRCC with advice regarding executive compensation matters, including comparative market data, advice about executive compensation decisions and reports on executive compensation trends.

Meridian also provides the CEO Pay for Performance Review discussed on page 48. Meridian provides advice to the HRCC and not to management, and the HRCC has determined that Meridian is independent of management. Fees paid to Meridian for services rendered for the years ended December 31, 2024 and 2023 were as follows:

	2024	2023
Executive Compensation-Related Fees	$ 190,253	$ 127,367
All Other Fees	$ -	$ -
Total	$ 190,253	$ 127,367

Our executive compensation programs and practices have been designed under the direction of the HRCC, with input and assistance provided by independent, third-party executive compensation experts.

Compensation Peer Group and Compensation Benchmarking

With regard to benchmarking, Meridian regularly reviews the group of companies used for benchmarking NEO compensation (the "Compensation Peer Group") and benchmarks NEO compensation every two years. Periodic updates are also provided to inform salary adjustments and incentive compensation target recommendations for the HRCC's consideration. The most recent comprehensive Compensation Peer Group review was completed by Meridian in April 2024 and resulted in no changes being made to the Corporation's Compensation Peer Group.

Compensation Peer Group companies are selected primarily as:

direct competitors for talent, especially industry-specific roles where available;
publicly traded Canadian companies;
direct competitors in the trading and distribution industry, as well as representative peers from industries that are complementary to/well-aligned with Wajax's business – such as oil and gas services, construction and engineering, industrial machinery, or construction machinery and heavy equipment; and
being 1/3X to 3X times Wajax's size as measured by revenue, with market capitalization and asset base used as secondary lenses for comparison.

Compensation Peer Group Company	Industry(1)
Adentra Inc. (formerly Hardwoods Distribution Inc.)	Trading Companies and Distributors
Aecon Group Ltd.	Construction and Engineering
AutoCanada Inc.	Automotive Retail
Badger Infrastructure Solutions Ltd.	Construction and Engineering
Bird Construction Inc.	Construction and Engineering
Doman Building Materials Group Ltd.	Trading Companies and Distributors
Enerflex Ltd.	Oil and Gas Equipment and Services
Ensign Energy Services Inc.	Oil and Gas Drilling
Exco Technologies Ltd.	Auto Parts and Equipment
Finning International Inc.	Trading Companies and Distributors
Martinrea International Inc.	Auto Parts and Equipment
Mullen Group Ltd.	Trucking
NFI Group Inc.	Construction Machinery and Heavy Trucks
North American Construction Group Ltd.	Oil and Gas Equipment and Services
Precision Drilling Corp.	Oil and Gas Drilling
Richelieu Hardware Ltd.	Trading Companies and Distributors
Russel Metals Inc.	Trading Companies and Distributors
Shawcor Ltd.	Oil and Gas Equipment and Services
Taiga Building Products Ltd.	Trading Companies and Distributors
Toromont Industries Ltd.	Trading Companies and Distributors
Total Energy Services Inc.	Oil and Gas Equipment and Services
Velan Inc.	Industrial Machinery

(1) Global Industry Classification (GICS) sub-industry.

Consistent with our past practice, although falling outside the above-noted size criteria, Finning International Inc. and Toromont Industries Ltd. are included as direct competitors of Wajax.

Following the 2024 Compensation Peer Group review, NEO and senior executive compensation benchmarking was completed in July 2024, primarily for use with respect to informing 2025 executive compensation.

Mitigation of Compensation Risks

Wajax has adopted a number of compensation practices to impose appropriate limits on payouts and avoid excessive or inappropriate risk taking by executives and senior management.

Process and Plan Design

Key risk-mitigating features in Wajax's governance process and compensation structure include:

Wajax's compensation principles, discussed further below, which guide management compensation decisions and incentive program design company-wide;
incentive plan performance measures are linked with Wajax's strategy and the creation of long-term shareholder value, and targets for the Annual Incentive Bonus (AIB) program and Mid-Term Incentive Plan for Senior Executives (MTIP) are set to require significant effort, but not excessive risk taking, to achieve;
periodic reviews of Wajax's compensation strategy in light of business requirements, market practice and governance considerations;
performance relative to incentive targets is regularly reviewed and the HRCC is updated periodically to effectively monitor performance and manage inherent risk;

In fulfilling its mandate, the HRCC regularly considers the risk implications associated with Wajax's compensation policies and practices.

The HRCC has not identified any risks arising from Wajax's compensation policies and practices that are reasonably likely to have a material adverse effect on Wajax.

the level of total direct compensation delivered through variable compensation elements, providing a strong “pay for performance” link and mitigating the risk of achievement of short-term goals at the expense of long-term sustainability and shareholder value;
the absence of a share option plan in our long-term incentive plan mix, to better manage dilution and excessive leverage;
the capping of Annual Incentive Bonus (AIB) program payout amounts and vesting opportunities for performance-based Mid-Term Incentive Plan for Senior Executives (MTIP) awards;
share-based awards are made annually with overlapping vesting periods, ensuring that senior executives remain exposed to longer-term decision-making risks via unvested awards;
minimum share ownership requirements for NEOs;
a prohibition on the hedging of equity and equity-based securities by directors, executive officers and certain other employees (discussed below); and
a clawback policy allowing for the recoupment of bonus and incentive compensation awarded to executive officers in the event of a restatement of Wajax’s financial statements (discussed below).

Hedging of Equity Securities

Directors and executive officers of Wajax, its subsidiaries and business units, are prohibited from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of any equity or equity-based securities of Wajax granted as compensation or held, directly or indirectly, by such director or executive officer.

The foregoing prohibition also applies to employees of Wajax or any of its subsidiaries or business units who are, or who become, “participants” under the Share Ownership Plan.

Clawback Policy

Pursuant to Wajax’s Compensation Recoupment Policy, in the event that there is a restatement of all or a portion of Wajax’s financial statements, the board of directors may, in its discretion, require reimbursement of all or a portion of any bonus or vested incentive award granted to an executive officer, and, in the case of any unvested incentive compensation award, effect cancellation of all or a portion of such award, if the amount of the award was calculated based upon, or contingent on, the achievement of certain financial results which are the subject of or affected by the restatement, and the amount of the award based on the restated financial results would have been lower than the amount actually awarded or received.

For the purposes of the Compensation Recoupment Policy, “executive officer” means any current or former executive officer, and includes any current or former president, chief executive officer, senior vice president, chief financial officer, vice president, finance, or treasurer of Wajax or any of its subsidiaries or operating divisions.

Compensation Decision-Making Process

The chart below details how management, the HRCC and the board interact to design, recommend, approve and implement executive compensation plan decisions.

In reviewing compensation plan elements, setting target compensation or evaluating performance, the HRCC may seek advice from its independent compensation consultant. In finalizing compensation, the HRCC and the board may exercise discretion to adjust individual awards to take into account unplanned external or internal events, or other circumstances affecting corporate or individual results.

Compensation Principles and Market Positioning

The objectives of our compensation program are to attract, motivate and retain the most qualified individuals to drive financial and strategic growth initiatives intended to maximize long-term shareholder value, based on the following guiding principles:

Pay for Performance

We incentivize and reward executives for superior annual and longer-term performance by ensuring there is a strong link between Wajax's performance against measurable corporate objectives and compensation levels.

As a result of our significant emphasis on pay for performance, a large component of executive compensation is directly related to the results of Wajax's operations and accordingly, is highly variable.

2024 Target Compensation Mix - CEO

2024 Average Target Compensation Mix - Other NEOs

Alignment to Shareholders' Interests

We encourage executives to build long-term equity ownership to align their interests with those of our shareholders and to encourage long-term service and loyalty. As well, we establish target objectives under our variable compensation plans that, if achieved, should result in the delivery of an appropriate return on shareholders' capital over the business cycle.

Competitiveness

We monitor total compensation for similar positions at a variety of companies to ensure we are providing fair and market competitive pay in line with our peers.

We target total direct compensation for our NEOs at the median (50th percentile) of the Compensation Peer Group. Due to our strong emphasis on pay for performance, overall compensation will exceed the median target for superior results or fall short of the median if performance targets are not achieved. Annual decisions setting the level of base salary, the Annual Incentive Bonus amount and grant amounts under the Mid-Term Incentive Plan for Senior Executives are the principal elements we consider in assessing total direct compensation and the mix of its components.

CEO Pay for Performance Review / 2024 CEO Compensation Review

CEO Pay for Performance Review

To ensure that Wajax's compensation programs are operating as intended to create a strong link between pay and performance, the HRCC has requested and received from Meridian in each of the last six years, and again in February 2025, a review (the "CEO Pay for Performance Review") of the alignment between the performance of Wajax and the realizable compensation of the CEO, relative to Wajax's peers.

As with each of the prior reviews, the 2025 review provided a three-year lookback on CEO realizable compensation relative to Wajax's performance on four measures:

total shareholder return;
growth in EBITDA;
growth in operating cash flow; and
return on assets.

The comparisons were completed relative to two peer groups: the Compensation Peer Group and the PSU Performance Peer Group (discussed on pages 43 and 56, respectively). For the reviews, "realizable compensation" was defined as base salary, annual incentive payouts and the value of share-based compensation based on current Common Share price and expected PSU performance factors.

Following a review of the results of the 2025 CEO Pay for Performance Review, the HRCC concluded that: (1) the realizable compensation of the CEO is reasonably aligned with Wajax's performance, and (2) the compensation of the CEO continues to be appropriately positioned in relation to Wajax's peers.

Each year since 2017, the HRCC has received an independent CEO pay-for-performance review prepared by Meridian.

These reviews have demonstrated alignment between CEO realizable compensation and corporate performance over an extended period of time.

After reviewing the most recent 2025 report, the HRCC concluded that CEO realizable compensation continues to be aligned with corporate performance and is appropriately positioned in relation to our peers.

The HRCC also considered the CEO Compensation Lookback set out on page 63, as well as the strong correlation between Wajax's five-year cumulative total shareholder return and NEO compensation trends over the same period, as illustrated on page 62.

2024 CEO Compensation Review

Early in 2024, Meridian provided the HRCC with market competitive CEO compensation data based on our Compensation Peer Group (the "CEO Compensation Review").

Following a review of such analysis, the HRCC recommended, and the board approved, the following adjustments to CEO compensation:

base salary was increased from $635,000 to $700,000 (+10.2%);
target annual incentive bonus was maintained at 110% of base salary (+0%); and
target mid-term incentive award was increased from 155% to 170% (+9.7%).

As Mr. Domagalski remained relatively new to the CEO role, these adjustments were made as part of a transition to market median (50th percentile) compensation – and, consistent with our “pay for performance” philosophy, balance increases to the fixed and at-risk pay elements discussed further below.

Following the 2024 CEO Compensation Review, adjustments were made as part of the CEO's transition to market median (50th percentile) compensation – and importantly, balance increases to the fixed and at-risk pay elements.

Compensation Program Elements

We focus on three key components which are intended to collectively make up most of an executive's total compensation opportunity, reward past and current performance and create incentives with respect to future performance. These three key components are comprised of one non-performance based fixed element, namely base salary, and variable compensation elements provided through the Annual Incentive Bonus program and the Mid-Term Incentive Plan for Senior Executives.

Please refer to "Total 2024 Target Compensation and Compensation Mix" on page 61 for details on the compensation mix and total target compensation intended to be paid in respect of 2024. We also provide compensation elements of an indirect nature, including benefits, perquisites and pensions.

The following table summarizes the key compensation program elements for senior executives, each of which are discussed further below.

	Program Element	Link to Compensation Program Objective
Fixed	Base Salary	Base salaries are established to reflect the degree of experience, specialized skills and knowledge required for the executive position, the scope of the role and the performance and contribution of the individual.
We pay competitive base salaries to attract and retain executive talent, and to provide fair and competitive compensation, commensurate with the experience necessary to effectively discharge day-to-day responsibilities. In general, base salary will make up a smaller percentage of total executive compensation compared to variable compensation elements. This allocation supports our pay for performance philosophy.	Page 50
Variable (At-Risk)	Annual Incentive Bonus (AIB)	The AIB program is a broadly available incentive program for management employees and is our primary vehicle for motivating corporate, business unit and individual performance in the current year.
The program is intended to align the financial interests of management and shareholders by encouraging and rewarding the achievement of predetermined corporate performance measures for the applicable year. The goal of the program is to enhance the link between pay and performance by providing cash compensation if target objectives were achieved, up to a capped amount for achievement of results significantly above target.	Page 51
	Mid-Term Incentive Plan (MTIP)	The MTIP is a performance plan designed to reward the achievement of certain performance standards over a multi-year period.
Awards are intended to align executive performance with a longer-term focus on creating and preserving shareholder value. For participants in the Share Ownership Plan who have not met their “investment threshold”, a portion of these grants are re-allocated as deferred share units under the Deferred Share Unit Plan.
Indirect	Pension	Retirement benefits consist of defined contribution plans and a non-registered pension plan, all of which are governed by a pension oversight governance framework.
Our pension plans help us to attract and retain executive talent.	Page 66
	Other Benefits	Other benefits consist of market competitive non-cash compensation, such as group benefits, vacation entitlement, a healthcare spending account and an annual health assessment.
Reasonable perquisites and other benefits help keep our total rewards package competitive.

In addition to the foregoing, the Wajax Corporation Share Ownership Plan was established to encourage long-term equity ownership in Wajax, further aligning the interests of senior management and shareholders. The Wajax Corporation Deferred Share Unit Plan was adopted to complement the Share Ownership Plan. Grants under such plan are made as an alternative to grants under the Mid-Term Incentive Plan, and also promote long-term equity ownership in Wajax by contributing towards an individual's "investment threshold" under the Share Ownership Plan. See "Deferred Share Unit Plan" on page 59.

2024 Compensation and Performance

Base Salary

Base salary is an important component of compensation for all our employees, providing financial stability for personal planning purposes. We normally review executive base salaries annually and consider adjustments having reference to each executive's performance and compared to salaries in similar Compensation Peer Group positions.

Following a review of base salaries in early 2024, the increases set out below were approved for Messrs. Auld and Edgar, in Mr. Edgar's case to improve alignment to the market median (50th percentile) and as he assumed responsibility for our Environmental, Health and Safety and Sustainability function. With respect to Mr. Domagalski, as discussed above, a detailed CEO Compensation Review was also completed in early 2024, and the increase reported for Mr. Domagalski reflects the recommendations arising from such review.

As discussed above, a detailed CEO Compensation Review was completed by Meridian in early 2024 – please see page 48 for details.

As noted above, Messrs. Dubé and Deacon were promoted to newly created roles effective January 2, 2024; as compensation benchmarking was completed as part of the creation of these roles, they were not considered as part of our 2024 base salary review.

The following table sets out annual base salary information for our 2024 NEOs.

Name and Principal Position	2023 Base Salary ($)(1)	2024 Base Salary ($)(1)	Change
Ignacy P. Domagalski
President and CEO	635,000	700,000	+10.2% following the 2024 CEO Compensation Review
Stuart H. Auld
CFO	410,000	422,000	+2.9% upon completion of 2024 base salary review
Mark Edgar
CPO	315,000	345,000	+9.5% upon completion of 2024 base salary review and assuming responsibility for Environmental, Health and Safety and Sustainability function
André Dubé
SVP Sales and Operations	340,000	370,000	+8.8% upon promotion to SVP Sales and Operations
Brian Deacon
SVP Category Management	243,894(2)	325,000	+33.3% upon promotion to SVP Category Management

(1) Annual base salary at year-end.
(2) Mr. Deacon was appointed SVP Category Management effective January 2, 2024. In March 2022, Mr. Deacon, then serving as Regional Vice President, Prairies, agreed to take on the further responsibilities of the then-vacant role of Regional Vice President, British Columbia. In consideration for this, Wajax agreed to pay Mr. Deacon a special stipend of $10,000 for each month served in both roles. It was further agreed by Wajax and Mr. Deacon that the stipend would not constitute an increase to 'base salary' and, as such, it was excluded for the purposes of calculating Annual Incentive Bonus and Mid-Term Incentive Plan grants. The stipend is reflected in the Summary Compensation Table on page 64.

Annual Incentive Bonus

We use a "balanced scorecard" approach to our AIB program, with NEOs measured on a mix of financial and other strategic measures. These performance measures may vary from year to year depending on business and market conditions.

Targets are set as part of our annual planning process and consider economic, market, historical and internal performance factors, as well as risks and opportunities. These include factors such as changes in commodity prices, and potential upside and downside to market activity in mining, construction, forestry, the oil sands and the industrial/commercial sector.

For each AIB performance measure, payout of the associated target bonus is determined as follows, with the important proviso that, if the minimum threshold corporate earnings performance objective is not achieved, achievement of all other performance objectives are capped at the 100% or "on target" bonus amount:

	Achievement Below Minimum Threshold of Target Range	Achievement at Minimum Threshold of Target Range	Achievement at Target	Achievement at or Exceeding Maximum Threshold of Target Range
Payout of target bonus	0%	25%	100%	Capped at 167% of target AIB for CEO and 200% for other NEOs

Payouts otherwise within the range are determined by using linear interpolation to calculate the value of the achievement between thresholds.

An overall target AIB award, expressed as a percentage of 2024 base salary, was established for each NEO based on competitive market positioning and role. As we believe that the greater the responsibility of an executive for Wajax's results, the greater the portion of such executive's annual compensation opportunity should be delivered through variable compensation, we set the target award at 110% of annual base salary for Mr. Domagalski and 75% for Messrs. Auld, Edgar, Dubé and Deacon.

The table below summarizes 2024 AIB performance measures and opportunities for each NEO. A detailed discussion regarding specific 2024 AIB measures, targets and results also follows below.

2024 AIB Program Changes:

a Gross Profit Margin improvement metric was introduced as a financial measure for all NEOs
although we continue to track On-Time Corrective Actions, we determined to simplify our AIB program by focusing on TRIF as our primary safety measure for all NEOs
similarly, although we continue to track employee Net Promoter Score and Completed Employee Opinion Surveys, we determined to simplify our AIB program by focusing on Voluntary Employee Turnover as our primary people measure for all NEOs

Name and Principal Position	Target AIB (% of Base Salary)	Potential Payout Range (% of Base Salary)(1)	Corporate Measures		Business or Functional Unit Financial Measures (%)	Other Operational Measures (%)
			Financial Performance (%)	Safety and People (%)
Ignacy P. Domagalski
President and CEO	110%	0 - 184%	70%	20%	10%	-
Stuart H. Auld
CFO	75%	0 - 150%	70%	20%	10%	-
Mark Edgar
CPO	75%	0 - 150%	70%	20%	-	10%
André Dubé
SVP Sales and Operations	75%	0 - 150%	70%	20%	10%	-
Brian Deacon
SVP Category Management	75%	0 - 150%	70%	20%	10%	-

(1) The maximum potential payout is determined by multiplying the performance cap discussed above, i.e., 167% for CEO and 200% for other NEOs, by target AIB.

2024 Corporate Measures

Corporate financial and non-financial performance measures for NEOs were established as follows:

Category and Metric	NEO – Weight (%)	How it’s calculated	Why it’s important
Financial Performance
Consolidated Net Earnings	All NEOs – 50%	Sales, minus cost of goods sold, selling, general and administrative expenses, operating expenses, depreciation, interest, taxes, and other expenses.	Net earnings is an important indicator of Wajax’s profitability.
Working Capital Efficiency	All NEOs – 10%	Trailing four-quarter average working capital as a percentage of trailing 12-month revenue.	Higher working capital efficiency (i.e., lower working capital as a percentage of revenue) is an indicator of well-managed inventory and accounts receivable.
Gross Profit Margin Improvement	All NEOs – 10%	Gross profit divided by revenue.	Higher gross profit margin is an indicator of how efficiently goods are sold.
Safety
Total Recordable Injury Frequency (“TRIF”)	All NEOs – 10%	The total number of recordable injuries (e.g., loss of consciousness, lost time, restricted duty, medical treatment beyond a first aid kit, or a health issue diagnosed by a medical professional) divided by 200,000 exposure hours.	Every employee going home safe at the end of their shift is of fundamental importance to Wajax.
People
Voluntary Employee Turnover	All NEOs – 10%	The number of employees who voluntarily left their employment during the year, expressed as a percentage of total employees.	Retaining employees is an indicator of our success in employee engagement and reduces on-boarding and training costs, and increases labour efficiency.

Targets were set and approved in early March 2024, with financial targets based on our 2024 budget. In developing our 2024 budget in late 2023, we specifically considered, among other things, the following factors:

slowing Canadian economic growth, coupled with mixed-to-negative commodity price forecasts;
increased costs, including higher budgeted frontline and administrative personnel costs due to higher business volumes and wage inflation, and increased occupancy and interest costs;
significant challenges in finding and retaining skilled labour, including technicians;
increased capital investment to support facilities upgrades, business growth, technology and safety; and
the expected positive effects of executing our 2024 budget initiatives related to retention, productivity, growing our enhanced direct distribution relationship with Hitachi, and growing our industrial parts and ERS business.

Based on the foregoing and other factors:

our 2024 consolidated net earnings target was set at $102.9 million, significantly higher (+37.6%) than our 2023 target, and higher (+27.1%) compared to the record results we achieved in 2023. Given the potential for continued market disruption, and consistent with 2023, the performance range (threshold and maximum) remained at +/-20%;
our 2024 working capital efficiency target was set at 26.6% based on the requirements to achieve our approved 2024 budget. This represented a significant (+40.7%) increase when compared our 2023 working capital efficiency target and was higher (+11.3%) than our actual 2024 working capital efficiency. This was due to forecasted increases in the inventory required to support the growth of our business. The performance range for working capital efficiency (threshold and maximum) was maintained at +/-2 basis points ("bps");
gross profit margin improvement was a new financial measure in 2024 and target gross profit margin improvement was based on our approved 2024 budget. The performance range (threshold and maximum) was set at +/-20%;
our 2024 TRIF target was set at 0.90, representing an increase (+8.4%) over our 2023 TRIF target, but an improvement (-10.9%) over the result we achieved in 2023. The performance range for TRIF (threshold and maximum) was maintained at +/-30 bps; and

our 2024 voluntary employee turnover target was set at 12.2%, representing a significant improvement (-17.6%) over our 2023 target, and an improvement (-3.9%) compared to the result achieved in 2023. The performance range for voluntary employee turnover (threshold and maximum) was maintained at +/-50 bps.

Each of the foregoing targets was expected to be challenging and requiring significant effort to achieve.

The table below shows all 2024 targets, thresholds and maximums for the above corporate metrics, as well as 2024 results.

Category and Metric(1)	Minimum Threshold (25%)	Target (100%)	Maximum (167% of Target AIB for CEO and 200% for other NEOs)	2024 Result
Financial Performance
Consolidated (Adjusted) Net Earnings	$82.3 million	$102.9 million	$123.5 million	$52.9 million(2)
Working Capital Efficiency	29.1%	26.6%	24.1%	28.7%(3)
Gross Profit Margin Improvement	20.9%	21.1%	21.3%	19.7%
Safety
TRIF	1.20	0.90	0.60	0.94
People
Voluntary Employee Turnover	12.7%	12.2%	11.7%	12.7%

(1) See the above discussion regarding 2024 target setting for corporate metrics.
(2) When determining the achievement of our consolidated net earnings target, financial results are adjusted for non-recurring revenue and expense items, as well as significant expenses and income not factored into Wajax's target results. For 2024, net earnings for AIB purposes were adjusted by excluding (all amounts after tax) facility closure, restructuring, and other related costs of $4.3 million, non-cash losses on mark to market of derivative instruments of $3.6 million, and losses on the change in fair value of contingent consideration of $2.3 million. Please see the section titled "Non-GAAP and Other Financial Measures" on page 70 of this Information Circular for more information regarding this non-GAAP financial measure.
(3) Please see the section titled "Non-GAAP and Other Financial Measures" on page 70 of this Information Circular for more information regarding this non-GAAP ratio.

For a full discussion regarding our financial results, please see our consolidated financial statements and accompanying MD&A for the year ended December 31, 2024.

2024 Business and Functional Unit Financial Measures

The AIB is also based on business or functional unit specific financial measures, depending on an NEO's areas of responsibility.

In 2024, joint measures were established for Messrs. Domagalski and Deacon, and for Messrs. Auld and Dubé. For Messrs. Domagalski and Deacon, the operational measure related to inventory, obsolescence and product returns, and was based on both quantitative and qualitative measures. We do not wish to disclose any measure, or related targets, target ranges or results relating to these matters and processes, as such information is proprietary, and disclosure would seriously prejudice our competitive position. This measure (at target value) equated to approximately 3.6% of Mr. Domagalski's 2024 total compensation and 3.3% of Mr. Deacon's 2024 total compensation and was achieved at between target and maximum. Achievement at target was considered difficult and requiring significant effort. As our minimum threshold corporate earnings target was not met, payout was capped at target.

For Messrs. Auld and Dubé, the operational measure related to certain targeted cost and margin improvements and was based on both quantitative and qualitative measures. We do not wish to disclose any measure, or related targets, target ranges or results relating to these matters and processes, as such information is proprietary, and disclosure would seriously prejudice our competitive position. This objective (at target value) equated to approximately 3.2% of Mr. Auld's 2024 total compensation and 3.1% of Mr. Dubé's 2024 total compensation and was achieved at between target and maximum. Achievement at target was considered difficult and requiring significant effort. As our minimum threshold corporate earnings target was not met, payout was capped at target.

2024 Other Operational Measures

In 2024, an operational measure was established for Mr. Edgar, relating to people-first leadership development. More specifically, Mr. Edgar designed and delivered the launch of the Corporation's people-first leadership framework, including a new leadership assessment tool, and produced a people-first leadership program which 89% of our people leaders completed during the year. This objective (at target value) equated to approximately 3.5% of Mr. Edgar's 2024 total compensation and was achieved at between target and maximum. Achievement at target was considered difficult and requiring significant effort. As our minimum threshold corporate earnings target was not met, payout was capped at target.

2024 AIB Results

As noted elsewhere, 2024 financial performance was negatively impacted by a number of factors. This resulted in a corporate net earnings result which was below the minimum threshold of the target range. The corporate gross profit margin improvement result was also below the minimum threshold of the target range, while the working capital efficiency result was between minimum threshold and target.

Safety and people measures were achieved at between minimum threshold and target. Business unit specific financial measures were achieved between target and maximum, however – per AIB plan design – as the minimum threshold corporate net earnings target was not achieved, bonus payouts for these were capped at target.

In consideration of the minimum threshold for corporate earnings and gross profit margin improvement targets not being met, senior management requested that no bonus payout be made to NEOs for the achievement of the working capital efficiency measure between minimum threshold and target. This request was agreed to by the HRCC and board of directors.

Based on the foregoing, the following table summarizes total AIB awards earned by NEOs for 2024.

As the 2024 minimum threshold corporate earnings target was not met, payouts for all other NEO AIB objectives were capped at target.

Senior management also requested that no bonus payout be made for achievement of the working capital efficiency measure above the minimum threshold target.

Name and Principal Position	Target AIB (% of Base Salary)	Potential Payout Range (% of Base Salary)(1)	Corporate Measures		Business or Functional Unit Financial Measures ($)	Other Operational Measures ($)	Total AIB Earned ($)	Total AIB Earned (% of Base Salary)(3)
			Financial Performance ($)(2)	Safety and People ($)
Ignacy P. Domagalski
President and CEO	110%	0 - 184%	-	88,550	77,000	-	165,550	24%
Stuart H. Auld
CFO	75%	0 - 150%	-	36,398	31,650	-	68,048	16%
Mark Edgar
CPO	75%	0 - 130%	-	29,757	-	25,875	55,632	16%
André Dubé
SVP Sales and Operations	75%	0 - 150%	-	31,913	27,750	-	59,663	16%
Brian Deacon
SVP Category Management	75%	0 - 150%	-	28,032	24,375	-	52,407	16%

(1) Please see the discussion regarding the calculation of maximum potential payouts on page 51.
(2) As noted above, notwithstanding the achievement of the working capital efficiency measure above the minimum threshold, senior management requested that no bonus payout be made to NEOs for this measure; this request was agreed to by the HRCC and board. The amounts which would otherwise have been payable were: Domagalski – $28,490, Auld – $11,711, Edgar – $9,574, Dubé – $10,628 and Deacon – $9,019.
(3) Annual base salary at year-end.

Adjustments to AIB results may be made by the HRCC, or the board in the case of the CEO, which may negatively or positively affect an individual NEO's AIB objectives or achievement, if deemed required, for example, to account for unusual or non-budgeted items. For 2024, other than noted above at the request of senior management, no such adjustments were made with respect to any NEO.

Mid-Term Incentive Plan for Senior Executives

MTIP grants are composed of a mix of performance share units ("PSUs") and restricted share units ("RSUs"). This structure is intended to enhance shareholder alignment by rewarding executives based on longer-term increases to Wajax's Common Share value. Time vesting conditions associated with the PSUs and RSUs also serve to enhance executive retention.

MTIP grants are reviewed by the HRCC and approved by the board of directors in late-February or early-March of each year. Grant levels are determined based on competitive benchmarking data and an executive's degree of responsibility for achievement of our overall results; we also take into consideration prior grant values.

All PSUs and RSUs "cliff vest" after three years, meaning they all vest on a specified date rather than partially vesting over time. Additionally, PSUs only vest if and to the extent performance targets are achieved. PSUs and RSUs granted will attract dividend equivalent PSUs and RSUs when cash dividends are paid on Common Shares. Such additional PSUs and RSUs vest at the same time as the underlying PSUs/RSUs and, in the case of additional PSUs, only if and to the extent performance targets are achieved.

2024 MTIP Program Adjustments:

following the 2024 CEO Compensation Review, discussed on page 48, the CEO's target award was increased from 155% to 170% of base salary

2024 MTIP Grants to NEOs

The following table summarizes the grant date target value of 2024 MTIP grants made to NEOs. Other than as noted, 2024 MTIP grants were made at similar levels compared to 2023.

Name and Principal Position	Total Target MTIP Grant (% of base salary)	Total Target MTIP Grant Date Value ($)(1)	PSU/RSU Allocation (%)	Target MTIP Grant Date Value – PSUs ($)	Target MTIP Grant Date Value – RSUs ($)(2)
Ignacy P. Domagalski
President and CEO	170%	1,079,500	50% / 50%	539,750	539,750
Stuart H. Auld
CFO	85%	348,500	50% / 50%	174,250	174,250
Mark Edgar
CPO	85%	267,750	50% / 50%	133,875	133,875
André Dubé
SVP Sales and Operations	85%	314,500	50% / 50%	157,250	157,250
Brian Deacon
SVP Category Management	85%	276,250	50% / 50%	138,125	138,125

(1) Target grants are calculated on annual base salary at the start of each year.
(2) Each of Messrs. Edgar, Dubé and Deacon reallocated 50% of the target grant date value of these RSUs to deferred share units under the Deferred Share Unit Plan.

The notional value of 2024 MTIP awards as at their date of grant is reported in the Share-Based Awards column of the Summary Compensation Table on page 64. We calculate the grant date value of PSUs and RSUs composing MTIP awards using our volume-weighted average share price on the TSX over the twenty days preceding the grant. The volume weighted average price of the Corporation's Common Shares on the TSX over the twenty trading days preceding the 2024 MTIP grants was $32.84.

2024 MTIP PSUs

2024 PSU awards will vest as follows based on our relative and financial performance over the three-year performance period from January 1, 2024 to December 31, 2026.

Performance Measure	How it's calculated	Why it's important
Relative Performance (50% of PSUs)
Relative Total Shareholder Return (“rTSR”)	Combines the appreciation in share price, plus the assumed reinvestment of dividends paid, to calculate a Wajax shareholder's “total return”, expressed as a percentage. This return is then compared over the performance period and ranked against the PSU Performance Peer Group companies discussed below	rTSR measures the performance of Wajax Common Shares over time, relative to other comparable companies
Financial Performance (50% of PSUs)
Absolute Return on Invested Capital (“ROIC”)	Dividing our earnings before finance costs and income taxes (EBIT) by average four-quarter invested capital (bank indebtedness, debentures, long-term debt and shareholders' equity, less cash)	Absolute ROIC measures how well we allocate our capital to profitable investments

Both rTSR and ROIC are strongly tied to shareholder value, profitability and capital efficiency, and are intended to provide a robust measure of Wajax's performance over time.

rTSR performance will be measured relative to a 27-company performance peer group (the "PSU Performance Peer Group"). The PSU Performance Peer Group was selected by the HRCC with assistance and input from Meridian, and for 2024 MTIP grants, is composed of the following companies:

PSU Performance Peer Group
Adentra Inc.	First Quantum Minerals Ltd.
Aecon Group Ltd.	Hudbay Minerals Inc.
AtkinsRéalis Group Inc.	Lundin Mining Corp.
ATS Corporation	Mullen Group Ltd.
AutoCanada Inc.	Pason Systems Inc.
Badger Infrastructure Solutions Ltd.	Russel Metals Inc.
Bird Construction Inc.	Savaria Corporation
Black Diamond Group Ltd.	Secure Energy Services Inc.
Capstone Copper Corp.	Teck Resources Ltd.
CES Energy Solutions Corp.	Toromont Industries Ltd.
Dexterra Group Inc.	Trican Well Service Ltd.
Doman Building Materials Group Ltd.	Westport Fuel Systems Inc.
Exchange Income Corporation	WSP Global Inc.
Finning International Inc.

Vesting opportunity for rTSR performance-measured PSUs will range from a minimum of zero to a maximum (or cap) of two times the original PSU grant. Such range is illustrated in the following table.

| Three Year TSR Performance
Relative to Performance Peer Group
(January 1, 2024 – December 31, 2026) | Portion of rTSR Performance-
Measured PSUs Which Will Vest |
| --- | --- |
| Below 25th Percentile | 0% (or 0x) |
| Minimum Threshold – 25th Percentile | 50% (or 0.5x) |
| Target Threshold – 50th Percentile | 100% (or 1.0x) |
| Maximum Threshold – 75th Percentile | 200% (or 2.0x) |

This group of companies is distinguished from our Compensation Peer Group and includes companies reflective of the significant components of our business and customer base – and who, as a group demonstrate historically similar exposure to our end markets.

As the PSU Performance Peer Group is not used to inform compensation levels, size is less relevant, versus qualitative alignment with our business, exposure to similar macro-economic trends and strong historical share price correlation.

An absolute ROIC target has been set in reference to Wajax's growth objectives. The performance range of +/-3% is consistent with our past targets. Vesting opportunity for absolute ROIC performance-measured PSUs will range from a minimum of zero to a maximum (or cap) of 1.5 times the original PSU grant. Such range is illustrated in the following table.

Absolute ROIC Performance (January 1, 2024 – December 31, 2026)	Portion of Absolute ROIC Performance Measured PSUs Which Will Vest
Below 16.2%	0% (or 0x)
Minimum Threshold – 16.2%	50% (or 0.5x)
Target Threshold – 19.2%	100% (or 1.0x)
Maximum Threshold – 22.2%	150% (or 1.5x)

A lower maximum (or cap) of 1.5 times applies to absolute ROIC performance-measured PSUs versus rTSR performance-measured PSUs to reflect the management decision-making inherent in the establishment of absolute ROIC targets and adjustments will be made to normalize unusual items.

Wajax's rTSR and absolute ROIC performance will be assessed by the HRCC and approved by the board of directors following the conclusion of the relevant performance periods and the approval of Wajax's financial statements for the final year in such periods. In order for PSUs to time vest, MTIP participants must continue to be employed by Wajax, or a subsidiary, on the date such approval is obtained, subject to certain exceptions set out in the MTIP for retirement, death or disability. Each fully vested PSU will be settled by the delivery of one Common Share, to be acquired on the secondary (open) market.

2024 MTIP RSUs

RSUs have a notional value equivalent to the value of a Common Share and are subject to the same three-year time vesting conditions as PSUs. RSUs are not subject to performance vesting conditions. Each fully vested RSU will be settled with cash using the volume weighted average trading price of our shares for the twenty trading days prior to the vesting date.

Payout of 2022 MTIP PSUs

Performance vesting for PSUs forming part of 2022 MTIP grants was determined as of December 31, 2024, based on rTSR and absolute return on invested capital ("ROIC") performance for the three-year period from January 1, 2022 to December 31, 2024. Performance targets and results for such rTSR and absolute ROIC performance measured PSUs are summarized in the tables below.

	Minimum Threshold 50% (or 0.5x)	Target Threshold 100% (or 1.0x)	Maximum Threshold 200% (or 2.0x)	Result	Achievement (A)	Weighting (B)	Performance Factor (A x B)
rTSR Performance-Measured PSUs	25th Percentile	50th Percentile	75th Percentile	24th Percentile	0%	50%	0%
	Minimum Threshold 50% (or 0.5x)	Target Threshold 100% (or 1.0x)	Maximum Threshold 150% (or 1.5x)	Result(2)	Achievement (A)	Weighting (B)	Performance Factor (A x B)
Absolute (Adjusted) ROIC Performance-Measured PSUs(1)(2)	11.7%	14.7%	17.7%	16.5%	130.5%	50%	65.2%

(1) "ROIC", referred to as a non-GAAP ratio, is composed of "earnings before finance costs and income taxes" ("EBIT"), and "invested capital", both non-GAAP financial measures. These measures do not have standardized meanings under GAAP and therefore may not be comparable to similar measures presented by other issuers. Please see the section entitled "Non-GAAP and Other Financial Measures" on page 70 of this Information Circular for more information regarding these measures.
(2) When determining the achievement of MTIP ROIC targets, we adjust our EBIT and invested capital for unusual or unbudgeted items. For our 2022 MTIP PSUs, EBIT over the three-year performance period was adjusted by excluding facility closure, restructuring, and other related costs, gains recorded on the sale of properties, non-cash losses (gains) on mark to market of derivative instruments (excluding interest rate swaps, which impacts finance costs) and the change in fair value of contingent consideration. Please see page 70 of this Information Circular for more information.

The combined Performance Factor for all 2022 PSUs was 65.2%.

PSUs forming part of 2022 MTIP grants were granted at $19.91 and time-vested on March 3, 2025. On such vesting date, the value of each unit was $20.34 (the volume weighted average trading price of the Corporation's common shares on the TSX the twenty trading days before March 3, 2025).

Name and Principal Position(1)	PSUs Granted (2022 MTIP) (#)	Additional PSUs Granted in Lieu of Dividends (#)	Combined Performance Factor (rTSR + Absolute RONA) (%)	2022 PSUs Vested (#)	Value of 2022 PSUs Vested(2) ($)
Ignacy P. Domagalski
President and CEO	21,660	3,282	65.2	16,264	330,810
Stuart H. Auld
CFO	8,165	1,236	65.2	6,126	124,603
André Dubé
SVP Sales and Operations	901	136	65.2	670	13,628
Brian Deacon
SVP Category Management	884	132	65.2	655	13,323

(1) Mr. Edgar joined Wajax on January 23, 2023. As such, he did not receive a 2022 MTIP grant.
(2) Based on the volume weighted average trading price of the Corporation's common shares on the TSX the twenty trading days before March 3, 2025.

Share Ownership Requirements / Equity Ownership Plans

Share Ownership Plan

The President and CEO is required to be a participant under the Share Ownership Plan (the "SOP"). Other senior executive officers designated by the HRCC ("senior designated participants") are also participants and, during 2024, senior designated participants were Messrs. Auld, Edgar, Dubé and Deacon.

Once a participant under the SOP, executives are required to hold Common Shares and/or Wajax deferred compensation plan units ("DCP Units"), such as deferred share units under the Deferred Share Unit Plan (described below), having a value, or "investment threshold", determined as set out in the table below.

| Participant | Ownership Requirement
(as a multiple of base salary at time of becoming a participant) |
| --- | --- |
| President and CEO | 3X(1) |
| Senior Designated Participants | 2X |
| Designated Participants | 1X |

(1) As discussed further below, Mr. Domagalski has agreed to maintain an equity holding of at least 5X his initial base salary.

If a participant's investment threshold increases due to their appointment to a new position, he or she must acquire additional Common Shares and/or DCP Units to achieve the new threshold. The terms of the SOP do not require a participant to achieve his or her investment threshold within a fixed period of time following an invitation to join the plan.

The SOP is an equity-based plan that further aligns the interests of executives and shareholders by requiring executives to demonstrate their commitment to the business through long-term share ownership.

We believe that the maintenance of significant equity stakes in the business encourages the development and successful implementation of strategic actions to foster longer-term growth.

Participants are incentivized under the plan to achieve their investment threshold by the granting of non-transferable and non-assignable SOP Rights to receive Common Shares with a value equal to the remaining one third of their respective investment threshold once Common Shares and/or DCP Units having a value equivalent to two thirds of their respective investment threshold have been acquired. If, however, at any time between the date a participant achieves his or her investment threshold and the date on which such participant ceases to be an employee of Wajax for any reason, the participant ceases to hold Common Shares and/or DCP Units having a value equal to his or her investment threshold, subject to the discretion of the HRCC, all SOP Rights credited to the participant will terminate without payment therefor.

Additional rights are granted to reflect the reinvestment of the notional dividends paid on the SOP Rights allocated to a participant.

To support the long-term focus of the SOP, Common Shares in respect of which a participant has vested SOP Rights will only be issued upon the retirement or termination of employment (for any reason) of such participant.

The SOP may be amended by the board of directors upon written notice to each participant affected, provided, however, that no such amendment may reduce any rights accrued to any participant as of the date of the amendment without consent, and, subject to any TSX requirement to obtain disinterested shareholder approval, shareholder approval must be obtained for any increase in the number of Common Shares issuable pursuant to SOP Rights granted under the plan.

Prior to assuming the role of President and CEO, Mr. Domagalski held equity in the form of Common Shares valued on a cost-basis at over 5X his initial base salary. In light of this, the board has determined that a holding of 5X initial base salary shall constitute Mr. Domagalski's "investment threshold" under the SOP, and Mr. Domagalski has agreed to maintain an equity holding of at least 5X his initial base salary for the duration of his employment with Wajax, and for 12 months thereafter. As his investment threshold has already been met, Mr. Domagalski will not be granted SOP Rights, nor will he be required to allocate or hold any DCP Units.

A maximum of 400,000 Common Shares may be issued pursuant to SOP Rights granted under the plan, representing approximately 1.83% of the Common Shares outstanding as of March 4, 2025. As of March 4, 2025, a total of 17,032 Common Shares were issuable pursuant to SOP Rights outstanding under the plan. If issued, such Common Shares would represent approximately 0.08% of the Common Shares then outstanding. As of March 4, 2025, a total of 147,628 Common Shares would be issuable pursuant to SOP Rights available for grant under the SOP. If issued, such Common Shares would represent approximately 0.67% of the Common Shares then outstanding.

The SOP's "burn rate" during each of the last three financial years, defined by the TSX as the total number of rights granted in a year, divided by the volume weighted average number of Common Shares outstanding in the applicable year, is set out below:

	2022	2023	2024
Burn Rate	0.07%	0.02%	0.01%

The number of new Common Shares issuable to insiders of Wajax at any time, under all security-based compensation arrangements of Wajax, may not exceed 10% of issued and outstanding Common Shares. The number of new Common Shares issued to insiders of Wajax, within any one-year period, under all security based compensation arrangements of Wajax, may not exceed 10% of issued and outstanding Common Shares. The SOP does not provide for a maximum number of Common Shares which may be issued to an individual pursuant to SOP Rights granted under the plan and any other share compensation arrangement (expressed as a percentage or otherwise).

Deferred Share Unit Plan

At the discretion of the HRCC, a portion of an executive's compensation, including any bonus or other incentive amount (a "Deferred Amount"), may be reallocated in the form of a grant of deferred share units ("DSUs") under the Deferred Share Unit Plan (the "DSUP"). The number of DSUs granted will be equal to the dollar value of the Deferred Amount divided by the volume weighted average trading price of the Common Shares on the TSX on the twenty trading days preceding the date of the grant. Additional DSUs are granted to reflect the reinvestment of the notional dividends paid on the vested DSUs allocated to a participant.

Subject to the discretion of the HRCC, a minimum of 50% of the RSU component of MTIP grants made to executives who have not attained their required investment thresholds under the SOP will be reallocated in the form of DSUs having time vesting criteria that will mirror the criteria for MTIP grants made the same year.

The DSUP is a multi-year plan which complements the SOP by further promoting the achievement of an executive's investment threshold under the SOP.

If the vesting criteria for DSUP grants are satisfied, the book value of DSUs which vest and the purchase price of any Common Shares that an executive has purchased will be used to determine investment threshold attainment under the SOP. DSUs granted prior to March 1, 2016 will be settled in cash within a prescribed timeframe when an executive leaves the employ of Wajax and will be valued by reference to the average trading price of Common Shares on the TSX on the twenty trading days preceding settlement. In connection with updates to the structure of the MTIP awards in 2016, the DSUP was amended during

that year to permit settlement of DSUs granted on or subsequent to March 1, 2016 in cash, as described above, or by delivery of one Common Share, to be acquired on the secondary (open) market, per vested DSU, at the sole discretion of Wajax.

The table below shows the progress of NEOs toward achieving their equity ownership requirements under the SOP as at December 31, 2024.

Name and Principal Position	Equity Ownership Requirement ($)(1)	Common Shares Held	Vested DSUs and SOP Rights	Market Value ($)(2)	Meets Equity Ownership Requirement(1)
Ignacy P. Domagalski
President and CEO	2,875,000	136,278	-	2,816,866	Yes(3)
Stuart H. Auld
CFO	750,000	23,029	25,354	1,000,077	Yes
Mark Edgar
CPO	630,000	-	-	-	In Progress(4)
André Dubé
SVP Sales and Operations	740,000	2,442	-	50,476	In Progress(4)
Brian Deacon
SVP Category Management	650,000	2,295	-	47,438	In Progress(4)

(1) Except for Mr. Domagalski, based on SOP requirements as at December 31, 2024. As noted above, Mr. Domagalski has agreed to maintain an equity holding of at least 5X his initial base salary for the duration of his employment with Wajax, and for 12 months thereafter. As his investment threshold has already been met, Mr. Domagalski will not be granted SOP Rights, nor will he be required to allocate or hold any DCP Units.
(2) Market value has been calculated using a share price of $20.67, the volume weighted average trading price of our Common Shares on the TSX on the five trading days before December 31, 2024.
(3) Pursuant to the terms of the SOP, if a participant has previously met their investment threshold, and thereafter the value of our Common Shares on the TSX decrease such that the participant's investment threshold is no longer met, the participant is not required to acquire additional Common Shares or DCP Units.
(4) Messrs. Edgar, Dubé and Deacon became "senior designated participants", under the SOP on January 23, 2023, June 23, 2023 and January 2, 2024, respectively. The terms of the SOP do not require a participant to achieve his or her investment threshold within a fixed period of time following an invitation to join the plan.

Indirect Compensation

Benefits and Perquisites

We provide our NEOs with a limited number of perquisites constituting a minor portion of total compensation. These include monthly car allowances and may also include reimbursement for insurance, gas and oil expenses. They are also entitled to annual medical assessments. Our NEOs are also covered for health and welfare benefits such as group medical, dental, group life and long-term disability coverage, under plans generally available to all employees.

Pensions

During 2024, each of our NEOs participated in the executive portion of the Wajax Limited Pension Plan, a registered, funded defined contribution pension plan, and the Wajax Limited DC Non-Registered Executive Retirement Plan, a non-registered, funded defined contribution retirement compensation arrangement.

Prior to June 23, 2023 and January 2, 2024, respectively, Messrs. Dubé and Deacon participated in the employee Defined Contribution provision of the Wajax Limited Pension Plan, a registered, funded defined contribution pension plan. Particulars of the terms and conditions of payments and benefits available under these plans are provided under the heading "Pension Plan Benefits" on page 66 of this Information Circular.

The value of the 2024 compensation relating to these plans is disclosed in the Summary Compensation Table on page 64 of this Information Circular.

Total 2024 Target Compensation and Compensation Mix

The following table sets forth particulars of the compensation program elements and total target direct compensation we intended our NEOs to receive at the outset of the year. We used the compensation principles, positioning objectives and benchmarking process described above to determine base salaries and to set targets under the AIB and MTIP to establish the total direct compensation packages shown below.

Name and Principal Position	Salary ($)	Target AIB ($)(1)	Total Target Cash Compensation ($)	Target MTIP Grant(2)(3) ($)	Total Target Compensation ($)(3)
Ignacy P. Domagalski
President and CEO	700,000	770,000	1,470,000	1,079,500	2,549,500
Stuart H. Auld
CFO	422,000	316,500	738,500	348,500	1,087,000
Mark Edgar
CPO	345,000	258,750	603,750	267,750	871,500
André Dubé
SVP Sales and Operations	370,000	277,500	647,500	314,500	962,000
Brian Deacon
SVP Category Management	325,000	243,750	568,750	276,250	845,000

(1) Based on annual base salary at year-end.
(2) Based on annual base salary at the start of the year.
(3) The amounts shown include the total value of MTIP grants made in respect of the three-year performance period from January 1, 2024 to December 31, 2026, in the case of rTSR performance-measured PSUs and absolute ROIC performance-measured PSUs, as well as RSUs, which cliff vest after three years. The amounts reported are not intended to be, nor have they been, paid in 2024. Rather it is our intention that these amounts are to be earned in future periods and settled in 2027 if performance targets, as well as the time vesting criterion, are satisfied.

Performance Graph and NEO Compensation Trends

Each year, the HRCC assesses the functioning of our executive compensation programs in relation to Wajax's performance, including total shareholder return.

The following graph compares our cumulative total shareholder return ("TSR") over the period commencing on December 31, 2019 and ending on December 31, 2024 with the S&P/TSX Composite Total Return Index. The graph assumes $100 was invested in Wajax Common Shares on December 31, 2019 and that all dividends have been reinvested. The graph also shows total direct compensation ("TDC") awarded to NEOs over the same period, composed of year-end base salaries, AIB payouts and MTIP target grant values for each particular year.

As noted in prior years, due to factors beyond Wajax's control, there may not always be a strong short-term correlation between Wajax's financial results and shareholder return. Wajax pays direct annual compensation based on performance that is not determined by reference to short-term fluctuations in equity prices. That notwithstanding, the graph below demonstrates our NEO compensation was strongly correlated with TSR performance over the past five years, with the exceptions of 2020 and 2023, where TSR increased while NEO compensation decreased. In 2020, this was attributable to voluntary NEO base salary reductions agreed to as part of broader COVID-19 cost reduction efforts, as well as the sudden, unexpected and significant impact of the COVID-19 pandemic on the achievement of 2020 AIB financial objectives. To ensure direct comparability, minor adjustments were made to NEO compensation data for the purposes of the graph; those adjustments are detailed below.

After three years of strong performance, including record revenue and earnings in 2023, challenging end-market conditions, changing customer behaviour and uncertainty contributed to lower results against robust 2024 AIB financial targets. Per program design, NEO TDC decreased as a result. TSR decreased as our share price declined during the year.

Five-Year Cumulative Total Shareholder Return

	2019	2020	2021	2022	2023	2024
Wajax	$100	$122	$181	$154	$245	$180
S&P/TSX Composite Total Return Index	$100	$106	$132	$124	$139	$169
TDC awarded to NEOs ($ millions)(1)(2)	$5.08	$4.63	$7.11	$6.42	$6.19	$4.81

(1) As noted above, to ensure direct comparability, minor adjustments were made to NEO compensation data to exclude the effect of certain one-time awards and other unusual items. Specifically: (a) for 2021, the value of special one-time MTIP awards made to two NEOs for excellent performance, with a total grant date target value of $50,000, were excluded; and (b) for 2023, the value of a special stipend paid during the year to Mr. Dubé (prior to his becoming an NEO) for taking on the responsibilities of an additional executive role, equal to $60,000, was excluded.
(2) NEO TDC for 2019 was lower in part due to the departure of two NEOs during the year, resulting in no AIB amounts payable to them. NEO TDC for 2020 was lower due to voluntary NEO base salary reductions agreed to as part of broader COVID-19 cost reduction efforts, as well as the sudden, unexpected and significant impact of the COVID-19 pandemic on the achievement of 2020 AIB financial objectives. The HRCC exercised its discretion in including additional AIB achievement for two NEOs, which is included above, but at the request of senior management, did not apply discretion to AIB achievement for the CEO, CFO and COO. NEO TDC for 2022 was lower in part due to lower CEO compensation.

CEO Compensation Lookback

What our CEO earns over time, realized compensation, is directly linked to our share price. The value of MTIP PSUs and RSUs changes over time and is determined by our share price and, in the case of PSUs, the performances measures attached. Please refer to the discussion starting on page 55 for more information regarding MTIP PSU performance measures.

Change in CEO Compensation

CEO Compensation in each year includes salary, AIB, MTIP and pension value, as reported in the Summary Compensation Table of the Information Circular for each year.

Value as of December 31, 2024, includes salary, AIB and pension value, plus the realizable value of unvested MTIP PSUs and RSUs, and has been calculated using a share price of $20.67, the volume weighted average trading price of our Common Shares on the TSX on the five trading days before December 31, 2024. For 2022 MTIP PSUs, the Performance Factor of 65.2%, discussed on page 57, has been applied. 2023 and 2024 MTIP PSUs have been included assuming the achievement of performance measures at target.

Summary Compensation Table

The following table sets forth annual total compensation for Wajax's NEOs for the years ended December 31, 2024, 2023 and 2022. The significant factors necessary for an understanding of the information in this table are described in the Compensation Discussion and Analysis section of this statement of Executive Compensation and in the footnotes below.

Name and Principal Position	Year	Salary ($)	Share-Based Awards(4) ($)	Non-Equity Incentive Plan Compensation		Pension Value(6) ($)	All Other Compensation(7) ($)	Total Compensation ($)
				Annual Incentive Plans(5) ($)	Long-Term Incentive Plans ($)
Ignacy P. Domagalski(1)	2024	682,501	1,079,500	165,550	-	193,055	-	2,120,606
President and CEO	2023	618,846	891,250	803,364	-	168,606	-	2,482,066
	2022	565,382	862,500	804,271	-	68,471	-	2,300,624
Stuart H. Auld	2024	418,769	348,500	68,048	-	138,691	-	974,008
CFO	2023	405,692	334,900	370,780	-	108,047	-	1,219,419
	2022	390,903	325,125	521,543	-	17,762	-	1,255,333
Mark Edgar(2)	2024	336,922	267,750	55,632	-	80,632	-	740,936
CPO	2023	284,709	267,750	270,565	-	37,668	-	860,692
André Dubé	2024	368,303	314,500	59,663	-	183,848	-	926,314
SVP Sales and Operations	2023	345,605	204,653	240,100	-	111,120	-	901,479
	2022	369,292	71,787	323,685	-	(27,088)	-	737,676
Brian Deacon(3)	2024	321,572	276,250	52,407	-	79,191	-	729,420
SVP Category Management	2023	363,989	70,380	293,210	-	43,838	-	771,418
	2022	320,601	120,380	373,593	-	33,841	-	847,914

(1) Mr. Domagalski did not receive additional compensation for serving as a director of Wajax.
(2) As noted above, Mr. Edgar joined Wajax on January 23, 2023 in the newly created role of CPO.
(3) Since joining Wajax in 2011, Mr. Deacon has held increasingly senior roles, including Regional Sales Manager and Regional Branch Manager. He was appointed Vice President – Service Operations in 2017, Regional Vice President, Prairies in 2019, and Regional Vice President, Western Canada in 2022 (see also note 5, below). Effective January 2, 2024, he was appointed to the newly created role of SVP Category Management.
(4) The amounts shown for 2024 reflect the target value of MTIP grants in respect of the performance period from January 1, 2024 to December 31, 2026, in the case of rTSR performance-measured PSUs and absolute ROIC performance-measured PSUs, as well as RSUs, which cliff vest after three years. The amounts reported are not intended to be, nor have they been, paid in 2024. Rather it is our intention that these amounts are to be earned in future periods and settled in 2027. For more information, including how grant date values are calculated, please see Mid-Term Plan for Senior Executives on page 55.

At the time of grant, each of Messrs. Edgar, Dubé and Deacon reallocated 50% of their 2024 MTIP RSUs to DSUs under the DSUP.

(5) The amounts shown for 2024 are payments earned under the AIB program for the year. For particulars of amounts earned by each NEO in 2024 in respect of financial and other targets, refer to the summaries on page 54.
(6) Refer to the discussion on page 66 regarding Pension Plan Benefits.
(7) Perquisites and other personal benefits not generally available to all employees do not, in the aggregate, exceed $50,000 nor are they worth 10% or more of an NEO's total annual salary.

Incentive Plan Awards

The following table provides information on outstanding share-based awards as at December 31, 2024.

Name and Principal Position	Share-Based Awards
	Number of share-based awards that have not vested(1) (#)	Market or payout value of share-based awards that have not vested(2) ($)	Market or payout value of vested share-based awards not paid out or distributed(3) ($)
Ignacy P. Domagalski
President and CEO	114,460	2,527,277	-
Stuart H. Auld
CFO	53,081	1,155,448	524,067
Mark Edgar
CPO	19,649	433,850	-
André Dubé
SVP Sales and Operations	21,940	484,435	-
Brian Deacon
SVP Category Management	17,479	385,936	-

(1) Included in this column are unvested PSUs, RSUs and DSUs forming a part of 2022, 2023 and 2024 MTIP/DSUP grants; PSUs are subject to a range of different payouts, including nil, depending upon the achievement of performance vesting conditions which have yet to be satisfied. Unvested SOP rights, if any, are also included in this column.
(2) Value as at December 31, 2024 of unvested 2022, 2023 and 2024 MTIP/DSUP grants, and unvested SOP rights, if any. For purposes of illustration, the figures presented assume satisfaction of 2022, 2023 and 2024 MTIP performance criteria at target. Reinvested notional dividends on PSUs, RSUs and SOP rights, if any, have been excluded from these calculations. MTIP/DSUP values have been calculated using a share value of $22.08, the volume weighted average trading price of the Corporation's Common Shares on the TSX on the twenty trading days before December 31, 2024. SOP values have been calculated using a share value of $20.67, the volume weighted average trading price of the Corporation's Common Shares on the TSX on the five trading days before December 31, 2024.
(3) Value as at December 31, 2024 of vested SOP Rights and DSUs. The values shown have been calculated using a share value of $20.67, the volume weighted average trading price of the Corporation's Common Shares on the TSX on the five trading days before December 31, 2024.

The following table provides information on share-based awards which vested and non-equity incentive plan compensation which was earned during 2024.

Name and Principal Position	Share-based awards – Value vested during the year(1) ($)	Non-equity incentive plan compensation – Value earned during the year(2) ($)
Ignacy P. Domagalski
President and CEO	2021 MTIP – 91,821	2024 AIB – 165,550
Stuart H. Auld
CFO	2021 MTIP – 705,108	2024 AIB – 68,048
Mark Edgar
CPO	-	2024 AIB – 55,631
André Dubé
SVP Sales and Operations	2021 MTIP – 309,353	2024 AIB – 59,663
Brian Deacon
SVP Category Management	2021 MTIP – 225,906	2024 AIB – 52,406

(1) In this column, the payout of 2021 MTIP grants, inclusive of reinvested notional distributions, is reported. DSUs, if any, which vested during the year are also shown.
(2) The numbers shown are amounts earned under the AIB program for 2024.

Pension Plan Benefits

Effective January 1, 2015, retirement benefits are provided to NEOs in the form of account balances from the executive Defined Contribution provision of the Wajax Limited Pension Plan (the "DCPP"), a registered pension plan, and the Wajax Limited DC Non-Registered Executive Retirement Plan (the "DC NREG"). All NEOs participated in the DCPP and DC NREG during the year ended December 31, 2024.

The contribution formula for the DCPP provides that each participant shall make an annual contribution equal to 4% of the participant's base salary plus bonus up to the target percentage. Wajax Limited shall make an annual contribution equal to 8.5% of the participant's base salary plus bonus up to the target percentage. All contributions will be made to the DCPP to the extent permitted under the Income Tax Act (Canada), as determined from time to time.

The DC NREG provides that, to the extent the required contributions under the DCPP are in excess of the Income Tax Act (Canada) limits, each participant, as well as Wajax Limited, shall make an annual contribution equal to the amount in excess of the Income Tax Act (Canada) limits, less withholding taxes, to the DC NREG.

The total annual contributions made to the DCPP and DC NREG are invested, pursuant to directions provided by the executive member, in the investment options made available by Wajax Limited.

The following table sets forth the accumulated value at the start and end of 2024, as well as the compensatory amounts earned during the year under the DCPP and DC NREG for each NEO.

Name and Principal Position	Accumulated Value at Start of Year ($)	Compensatory Change ($)	Accumulated Value at End of Year ($)
Ignacy P. Domagalski
President and CEO	237,078	193,055	430,133
Stuart H. Auld
CFO	496,429	138,691	635,120
Mark Edgar
CPO	37,668	80,632	118,300
André Dubé
SVP Sales and Operations	596,686	183,848	780,534
Brian Deacon
SVP Category Management	276,654	79,191	355,845

The following table is a summary of pension values for each NEO, representing compensatory changes, over the last three years.

Name and Principal Position	2024 Pension Value ($)	2023 Pension Value ($)	2022 Pension Value ($)
Ignacy P. Domagalski
President and CEO	193,055	168,606	68,472
Stuart H. Auld
CFO	138,691	108,047	17,762
Mark Edgar(1)
CPO	80,632	37,668	-
André Dubé
SVP Sales and Operations	183,848	111,120	(27,088)
Brian Deacon
SVP Category Management	79,191	43,838	33,841

(1) As noted above, Mr. Edgar joined Wajax as CPO on January 23, 2023.

Termination and Change of Control Arrangements

We have agreed to provide each of our NEOs with compensation in the event that their employment is terminated without cause.

If terminated without cause, Mr. Domagalski will receive severance equivalent to 24 months' salary and an amount equal to two times the annual incentive bonus that would have been paid in the year of termination, calculated as if the predetermined targets under the bonus program had been achieved at target. Unvested MTIP awards will be paid at the end of the original performance period based on actual performance and prorated to the date of termination. Employment benefits to which Mr. Domagalski was entitled as of the employment end date will be continued for a period equal to 24 months from the employment end date or paid as a lump sum. Payment of severance amounts will be conditional on the execution of an appropriate release and ongoing compliance with non-competition and non-solicitation covenants.
If terminated without cause, each of Messrs. Auld, Edgar and Deacon will receive severance equivalent to 12 months' salary and an amount equal to the annual incentive bonus that would have been paid in the year of termination, calculated as if the predetermined targets under the bonus program had been achieved at target. Employment benefits to which Messrs. Auld, Deck and Edgar were entitled as of the employment end date will be continued for a period equal to 12 months from the employment end date or be paid as a lump sum. Payment of severance amounts will be conditional on the execution of an appropriate release and non-competition agreement.
If terminated without cause, Mr. Dubé, an employee since 1999, will receive severance equivalent to 20 months' salary and an amount equal to the annual incentive bonus that would have been paid in the year of termination, calculated as if the predetermined targets under the bonus program had been achieved at target, divided by 12, and then multiplied by 20 months. Employment benefits to which Mr. Dubé was entitled as of the employment end date will be continued for a period equal to 20 months from the employment end date or be paid as a lump sum. Payment of severance amounts will be conditional on the execution of an appropriate release and non-competition agreement.

In the event an NEO decides to retire early, there is no contractual entitlement to incremental benefits.

The following table summarizes estimated incremental payments (other than salary and vacation pay up to the date of termination which would also be payable) that would have been payable to Messrs. Domagalski, Auld, Edgar, Dubé and Deacon assuming their termination without cause effective December 31, 2024.

Name and Principal Position	Severance ($)	Annual Incentive Bonus ($)	SOP ($)	2022 MTIP	2023 MTIP	2024 MTIP	Total ($)
				2022-2024 Performance Period(1)(2) ($)	2023-2025 Performance Period(1)(2) ($)	2024-2026 Performance Period(1)(2) ($)
Ignacy P. Domagalski
President and CEO	1,400,000	1,540,000	-	843,209	561,928	207,848	4,552,985
Stuart H. Auld
CFO	422,000	316,500	-	-	-	-	738,500
Mark Edgar
CPO	345,000	224,250	-	-	-	-	569,250
André Dubé
SVP Sales and Operations	616,667	462,500	-	-	-	-	1,079,167
Brian Deacon
SVP Category Management	325,000	243,750	-	-	-	-	568,750

(1) If terminated without cause, none of Messrs. Auld, Edgar, Dubé or Deacon will be entitled to receive any unvested portion of their MTIP awards.
(2) As the performance periods have not been completed, for illustrative purposes, the achievement of targets for the 2023 and 2024 MTIP grants have been assumed at target and the resulting award has been prorated.

We have also entered into change of control agreements with each of our NEOs. The benefits provided in the change of control agreements are intended to ensure stability of leadership at a time of heightened uncertainty and to better enable senior officers to advise the board whether an ownership change proposal is in the best interests of the Corporation without such officers being unduly influenced by the possibility of employment termination. The benefits of these agreements also help to ensure the continuity of management during a transaction and beyond.

The terms of the change of control agreements are identical for all NEOs. They contain a “double trigger” provision, meaning that Wajax will only be obligated to make payments if there is a change of control and if the employee is terminated “without just cause” or resigns for “good reason”, as such terms are defined in the agreements. If the triggering circumstances happen within 12 months of a change of control:

an affected executive will be entitled to receive an amount equal to two times his base salary as at the employment end date, a prorated portion of the annual incentive bonus payment for the year in which termination occurs and an amount equal to two times the annual incentive bonus that would have been paid in the year of termination, calculated in each case as if the predetermined target under the bonus program had been achieved at target;
any unvested rights at the employment end date allocated under the SOP will vest and be settled in Common Shares;
in the case of awards under the MTIP or the DSUP, if the employment end date occurs prior to the completion of one or more fiscal years in a performance period applicable to any grant, the performance criteria specified in respect of such grant will remain unchanged; such criteria will be deemed to have been achieved at target and prorated payout made in respect thereof based on the employment end date; and
employment benefits to which the executive was entitled as of the employment end date will be continued for a period equal to the lesser of 24 months from the employment end date, the date the executive obtains alternative employment with substantially similar benefits and the period from the employment end date until the date that the executive turns 65 years old. The value of such benefits would be less than $50,000 per annum.

The following table summarizes estimated incremental payments (other than salary and vacation pay up to the date of termination which would also be payable) that would have been payable to the NEOs under their change of control agreements assuming the triggering events took place on December 31, 2024.

Name and Principal Position	Sever-ance ($)	Annual Incentive Bonus ($)	SOP ($)	2022 MTIP	2023 MTIP	2024 MTIP	2022 DSUP	2023 DSUP	2024 DSUP	Total ($)
				2022-2024 Performance Period(1) ($)	2023-2025 Performance Period(2) ($)	2024-2026 Performance Period(3) ($)	2022-2024 Performance Period(4) ($)	2023-2025 Performance Period(5) ($)	2024-2026 Performance Period(6) ($)
Ignacy P. Domagalski President and CEO	1,400,000	2,310,000	-	843,209	561,928	207,848	-	-	-	5,322,985
Stuart H. Auld CFO	844,000	949,500	275,758	317,825	211,172	67,094	-	-	-	2,665,349
Mark Edgar CPO	690,000	773,250	-	-	126,582	38,659	-	42,194	12,884	1,686,569
André Dubé SVP Sales and Operations	740,000	832,500	-	77,518	114,225	45,409	-	12,922	15,136	1,837,710
Brian Deacon SVP Category Management	650,000	731,250	-	135,122	44,292	39,895	-	-	13,298	1,613,857

(1) Amounts noted reflect actual achievement of targets for absolute ROIC performance-measured and rTSR performance-measured PSUs, as well as the vesting of the RSU portion of awards.
(2) For purposes of illustration, rTSR and absolute ROIC performance-measured PSUs prorated and deemed achieved at target for 2023-2024. RSU portion of award prorated and deemed vested. The amounts reported include accumulated notional dividends and the impact of Common Share price changes to December 31, 2024.
(3) For purposes of illustration, rTSR and absolute ROIC performance-measured PSUs prorated and deemed achieved at target for 2024. RSU portion of award prorated and deemed vested. The amounts reported include accumulated notional dividends and the impact of Common Share price changes to December 31, 2024.
(4) Prorated and deemed vested. The amounts reported include accumulated notional dividends and the impact of Common Share price changes to December 31, 2024.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as at December 31, 2024 with respect to Common Shares authorized for issuance under the DDSUP and the SOP, the equity compensation plans of Wajax providing for the issuance of Common Shares. The material features of the DDSUP and the SOP are described on pages 35 and 58, respectively.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by securityholders	360,761	-	552,584
Equity compensation plans not approved by securityholders	-	-	-
Total	360,761	-	552,584

(1) DDSUs under the DDSUP and SOP Rights under the SOP do not have exercise prices. Rather, they are valued at the time of grant or allocation equal to the volume weighted average trading price of the Common Shares on the TSX on the five trading days before the grant/allocation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of March 4, 2025, none of our (or any of our subsidiaries') current or former directors or officers are indebted towards Wajax or any of its subsidiaries, whether in connection with the purchase of common shares of the Corporation or otherwise.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

We are not aware of any material interest, direct or indirect, of any director or executive officer of Wajax, of any proposed director of Wajax or any person or company who beneficially owns or exercises control or direction over, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all voting shares of Wajax, or any associate or affiliate of any such person, in any transaction since the commencement of Wajax's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Wajax or any of its subsidiaries.

SHAREHOLDER PROPOSALS

Shareholders wishing to submit a proposal to be considered at the 2026 annual meeting must ensure it is received at the Wajax head office by no later than February 5, 2026.

FOR ADDITIONAL INFORMATION

We are a reporting issuer under the securities legislation of all provinces of Canada and are therefore required to file financial statements, a proxy circular, an Annual Information Form and news releases with the various regulatory authorities. Financial information is provided in our comparative financial statements and MD&A for our most recently completed financial year.

Copies of these documents and additional information relating to Wajax may be found on SEDAR+ at www.sedarplus.ca, on the Investor Relations section of the Wajax website at www.wajax.com or may be obtained free of charge upon request to the Corporate Secretary at 10 Diesel Drive, Toronto, Ontario, M8W 2T8, or via e-mail request directed to [email protected].

NON-GAAP AND OTHER FINANCIAL MEASURES

In this Information Circular, we use certain financial measures that do not have a standardized meaning under generally accepted accounting principles ("GAAP"), and therefore may not be comparable to similar measures presented by other issuers. These non-GAAP and other financial measures include the financial measures listed below.

Measure	Category	Definition
Consolidated (adjusted) net earnings	Non-GAAP financial measure	our net earnings excluding (in each case, after tax) facility closure, restructuring, and other related costs, gains/losses recorded on sale of properties, non-cash losses (gains) on mark to market of derivative instruments, and losses on the change in fair value of contingent consideration
(Adjusted) EBIT	Non-GAAP financial measure	our net earnings before finance costs, income tax expense, facility closure, restructuring, and other related costs, gains/losses recorded on the sale of properties, non-cash losses (gains) on mark to market of derivative instruments and the change in fair value of contingent consideration
(Adjusted) return on invested capital (“ROIC”)	Non-GAAP ratio	adjusted EBIT divided by average four-quarter invested capital
Backlog	Supplementary financial measure	total sales value of customer purchase commitments for future delivery or commissioning of equipment, parts and related services, including ERS projects
Invested capital	Supplementary financial measure	bank indebtedness, debentures, long-term debt and shareholders’ equity, less cash
Working capital	Non-GAAP financial measure	our current assets less our current liabilities
Working capital efficiency	Non-GAAP ratio	our trailing four-quarter average working capital, as a percentage of trailing 12-month revenue

Our MD&A for the year-ended December 31, 2024 contains additional disclosure, as well as reconciliations for the above non-GAAP financial measures to their most directly comparable measure under GAAP, where available. Such information is hereby incorporated by reference and can be found under the heading "Non-GAAP and Other Financial Measures" in our MD&A for the year-ended December 31, 2024, available on our website at www.wajax.com or on SEDAR+ (www.sedarplus.ca).

The calculation of (adjusted) ROIC for the period from January 1, 2022 to December 31, 2024 is as follows:

	2022 ($ millions)	2023 ($ millions)	2024 ($ millions)
(Adjusted) EBIT	110.4	138.9	105.8
Average four-quarter invested capital	569.3	773.4	864.5
(Adjusted) ROIC	19.4%	18.0%	12.2%
Average (adjusted) ROIC for the period:		16.5%

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Information Circular contains certain forward-looking statements and forward-looking information, as defined in applicable securities laws (collectively, "forward-looking statements"). These forward-looking statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward looking statements can be identified by the use of words such as "plans", "anticipates", "intends", "predicts", "expects", "is expected", "scheduled", "believes", "estimates", "projects" or "forecasts", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our ability to predict or control which may cause actual results, performance and achievements to differ materially from those anticipated or implied in such forward-looking statements. To the extent any forward-looking information in this Information Circular constitutes future-oriented financial information or financial outlook within the meaning of applicable securities law, such information is being provided to demonstrate our potential and readers are cautioned that this information may not be appropriate for any other purpose. There can be no assurance that any forward-looking statement will materialize. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this Information Circular are made as of the date of this Information Circular, reflect management's current beliefs and are based on information currently available to management. Although we believe that the expectations represented in such forward-looking statements are reasonable, there is no assurance that such expectations will prove to be correct. Specifically, this Information Circular includes forward looking statements regarding, among other things: our implementation of robust plans to meaningfully and sustainability increase our operational leverage, and our belief that these measures will further enhance our strength and competitiveness; our long-term confidence in our business; our strategic plan and priorities, including our continued focus on organic growth, unlocking the potential of our enhanced direct relationship with Hitachi, and acquiring and integrating complementary industrial parts and ERS businesses, while also incorporating our people-first ambition, improvements to cost structure and processes, and technology enhancements; and our ESG focus areas.

These statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions regarding: the absence of significant negative changes to general business and economic conditions; our ability to manage our business through the imposition of new or changing trade tariffs; limited negative fluctuations in the supply and demand for, and the level and volatility of prices for, oil, natural gas and other commodities; the stability of financial market conditions, including interest rates; the ability of Hitachi and Wajax to develop and execute successful sales, marketing and other plans related to the enhanced direct distribution relationship which took effect on March 1, 2022; our continued ability to execute our strategic priorities, including our ability to execute on our organic growth priorities, complete and effectively integrate industrial parts and ERS acquisitions, and successfully implement new information technology platforms, systems and software, such as our new ERP system; our future financial performance; limited fluctuations in our costs; the level of market competition; our continued ability to attract and retain skilled staff; our continued ability to procure quality products and inventory; and our ongoing maintenance of strong relationships with suppliers, employees and customers. The foregoing list of assumptions is not exhaustive.

Factors that may cause actual results to vary materially include, but are not limited to: a continued or prolonged deterioration in general business and economic conditions; new tariffs and counter-tariffs imposed on cross-border trade, particularly between Canada and the U.S.; negative fluctuations in the supply and demand for, and the level of prices for, oil, natural gas and other commodities; a continued or prolonged decrease in the price of oil or natural gas; the inability of Hitachi and Wajax to develop and execute successful sales, marketing and other plans related to the enhanced direct distribution relationship which took effect on March 1, 2022; a decrease in levels of customer confidence and spending; supply chain disruptions and shortages; fluctuations in financial market conditions, including interest rates; the level of demand for, and prices of, the products and services we offer; decreased market acceptance of the products we offer; the termination of distribution or original equipment manufacturer agreements; unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance

with specifications or expectations, cost escalation, our inability to reduce costs in response to slow-downs in market activity, unavailability of quality products or inventory, supply disruptions, job action and unanticipated events related to health, safety and environmental matters); our inability to attract and retain skilled staff and our inability to maintain strong relationships with our suppliers, employees and customers. The foregoing list of factors is not exhaustive.

Further information concerning the risks and uncertainties associated with these forward-looking statements and our business may be found in our Management's Discussion and Analysis for the year-ended December 31, 2024, (the "2024 MD&A") under the heading "Risk Management and Uncertainties". The forward-looking statements contained in this Information Circular are expressly qualified in their entirety by this cautionary statement. We do not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

Readers are cautioned that the risks described in this Information Circular, or in our 2024 MD&A, are not the only risks that could impact us. Risks and uncertainties not currently known to us, or currently deemed to be immaterial, may have a material effect on our business, financial condition or results of operations.

Additional information, including our 2024 Annual Report, is available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

SCHEDULE “A”

WAJAX CORPORATION
BOARD MANDATE
AND
GOVERNANCE GUIDELINES

BOARD MANDATE

The mandate of the board of directors shall be to enhance long-term value for shareholders. Its role shall be of a supervisory nature and in the discharge of its mandate, it shall assume responsibility for broad corporate policies and for the overall effective and ethical performance of the corporation through the oversight of management.

Management shall be responsible for the day-to-day operations of the subsidiaries and entities through which operations are conducted and for properly informing the board of the status of operations, for taking the lead in developing operating and strategic plans and options, and for identifying and managing the risks inherent therein.

Any responsibility not delegated to management or one or more of its board committees remains with the board. The board will review and may periodically modify this document as appropriate to reflect the evolution of its governance practices.

The board will, directly or through its board committees, assume specific responsibility for the following functions:

Strategic Planning

The board will review, question and validate strategies proposed by management. Management's responsibility is to develop individual business unit and corporate strategic plans which will take into account the opportunities and risks of the business, and to implement such plans once board review is complete.
The board will monitor performance against approved strategic and annual business plans including assessing operating results on behalf of shareholders to evaluate whether the business is being properly managed.

Risk Assessment

The board will have overall responsibility for assessing the principal risks facing the corporation's businesses, reviewing options for their mitigation and overseeing the implementation of appropriate systems to manage such risks.

Succession Planning

The board will select and oversee a well-qualified chief executive officer and approve and maintain a succession plan for the chief executive officer and senior executives, based upon recommendations from the Human Resources and Compensation Committee.

Communications Policy

The board will approve the corporation's policies and practices with respect to disclosure of financial and other information consistent with disclosure requirements under applicable securities law.

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Accounting and Financial Reporting/Disclosure Controls and Procedures and Internal Controls

The board will oversee the quality and integrity of the corporation's accounting and financial reporting systems, internal controls and disclosure controls and procedures to assure the results that the controls are designed to achieve.

Environmental, Social and Governance ("ESG")

The board will oversee and monitor the corporation's approach, policies and practices related to ESG matters.
The board will approve policies proposed by management in respect of environmental, health and safety issues and review regular management reports on the operation of the corporation's environmental and occupational health and safety management systems in its subsidiaries and entities through which operations are conducted.

GOVERNANCE GUIDELINES

The Chair of the Board

The policy of the board will be to select as Chair a director who is independent.

Independence and Qualification of Directors

At a minimum, a majority of the board shall be composed of directors who must be independent as determined by the board in conformity with the laws, regulations and listing requirements to which the corporation is subject. The board will monitor the mix of skills and experience of its directors in order to assure that it has the necessary tools to perform its oversight function effectively.

When a director's principal business association changes significantly, the director will tender their resignation for consideration by the Governance Committee of the continued appropriateness for board service.

Board Meetings

Directors are expected to attend board meetings and meetings of committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Materials that are important to the board's understanding of the business to be conducted at a meeting shall be distributed in ample time for review beforehand. The Chair and the Chief Executive Officer (the "CEO"), in consultation with the Chief Financial Officer and the Corporate Secretary, will establish the agenda for each board meeting. Board members shall be free to suggest items for inclusion on the agenda or to raise subjects that are not on the agenda for that meeting.

Every meeting of the board shall include an in camera session at which no non-independent directors or members of management are present.

Committees

The board will delegate certain of its functions to committees. The corporation's current three committee structure (Audit, Governance and Human Resources and Compensation) is considered appropriate. However, this structure is subject to change as the board considers from time to time which of its responsibilities can best be fulfilled through a detailed review of matters in committee. Committees will operate according to board-approved written mandates outlining duties and responsibilities. Task force committees may, however, be established on an ad hoc basis to deal with specific subjects. All members of committees shall meet the independence criteria set forth in applicable laws, rules or listing requirements. Committee members shall be appointed by the board upon the recommendation of the Governance Committee, after consultation with individual directors. Committee membership shall be rotated periodically and the committee chairs shall be rotated periodically, on the recommendation of the Governance Committee.

The chair of each committee, in consultation with committee members, shall determine the frequency and length of committee meetings, consistent with any requirements set forth in the committee's charter. The chair of each committee, in consultation with management, shall develop the committee's agenda. Each committee will report on the results of each committee meeting at the next board meeting.

CEO Performance

The Chair of the Human Resources and Compensation Committee, together with the Chair of the Board, shall conduct an annual review of the CEO's performance. Such joint evaluation will be reported to and discussed with the Human Resources and Compensation Committee and shall be subsequently reviewed with the board of directors in order to ensure that the CEO is providing the best leadership for the corporation in the long and short term.

Director Access to Senior Management

Directors shall have full and free access to senior management and other employees. Meetings or contacts that a director wishes to initiate may be arranged through the CEO or the Corporate Secretary or directly by the director.

Evaluation of Board, Committee and Director Performance

The Governance Committee shall periodically review the board approved processes which have been implemented to assess the effectiveness of the board, its committees and the contribution of individual directors. The results of the committee's review of board and committee performance shall be summarized and presented to the board.

Communications with Outside Parties

If an outside party approaches a director on a matter of interest to the corporation, the director should bring the matter to the attention of the Chair who shall determine an appropriate response. Generally the board believes that senior management should speak for the corporation.

Share Ownership by Directors

The board has determined that an ownership interest in the corporation by directors should be encouraged as one way of helping to align the interests of directors with those of the shareholders. The board has adopted a policy requiring directors to allocate a portion of their annual compensation as directors towards the purchase of deferred share units, the value of which is measured by reference to the shares of the corporation.

The board has also established a minimum share ownership guideline for directors. Directors are expected to hold a minimum number of shares or deferred share units having a value not less than three times their annual retainer as of the date of their appointment to the board. Directors are expected to meet this minimum share ownership requirement within five years of appointment.

Retirement from the Board

The board may in exceptional circumstances and where, in its sole discretion, it determines it would be in the best interests of the corporation, accept a recommendation of the Governance Committee that a director be proposed for re-election after reaching 73 and/or completing their 15th year of service as a director, as the case may be. Directors will not be proposed for re-election after reaching age 75 or such other age as the committee decides.

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Majority Voting

In accordance with the provisions of the Canada Business Corporations Act and its regulations, a nominee for election as a director who receives a greater number of votes "against" than votes "for" will not be elected as a director. Notwithstanding the foregoing, if the nominee is an incumbent director, the director may continue in office until the earlier of (i) the 90th day after the day of the election; and (ii) the day on which their successor is appointed or elected. Furthermore, the board may reappoint an incumbent director even if they do not receive majority support to ensure the board is composed of the requisite number of (i) Canadian residents; and (ii) directors who are neither officers nor employees of the corporation. This policy only applies in circumstances involving an uncontested election of directors. An "uncontested election of directors" means an election where there is only one candidate nominated for each position available on the board, as determined by the board.

Director Compensation

The form and amount of director compensation will be determined by the board based upon the recommendation of the Governance Committee. The Governance Committee shall conduct reviews of director compensation at least every two years. Directors of Wajax Corporation who are employees of the corporation or any of its subsidiaries shall not receive any compensation for their services as directors. Directors who are not employees of the corporation or any of its subsidiaries or affiliates shall not enter into any consulting arrangements with the corporation.

Individual Directors Engaging Outside Advisors

Any director may after notice to and with the consent of the Chair of the Governance Committee retain an external adviser at the corporation's expense.

Orientation and Continuing Education

New directors shall participate in an orientation process to become familiar with the corporation and its strategic plans and businesses, significant financial matters, core values including ethics, compliance programs, corporate governance practices and other key policies and practices through a review of background materials and meetings with senior executives. The Governance Committee shall be responsible for providing guidance on continuing education.

Board Confidentiality

Directors will maintain the absolute confidentiality of the deliberations and decisions of the board and the information received at meetings.

Resources and Authority of the Board

The board shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel or other experts as it deems appropriate, without seeking approval of management.

Indemnification

The corporation will provide reasonable directors' and officers' liability insurance and shall indemnify directors to the fullest extent permitted by law.

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AI assistant

Wajax Corporation — Proxy Solicitation & Information Statement 2025

46703_rns_2025-04-03_3b268446-aecb-43be-ae97-d3840f6a1e76.pdf

NOTICE OF 2025 ANNUAL MEETING

When

Where

At the Meeting, shareholders will:

Andrew W.H. Tam

Voting Information

TABLE OF CONTENTS

2025 MANAGEMENT INFORMATION CIRCULAR

When

Where

In This Document

How To Vote

Appointment of a Proxyholder

Revocation of a Proxy

Voting of Proxies

Voting Securities and Principal Holders Thereof

How the Votes Will Be Counted

4. Advisory Vote on Approach to Executive Compensation

This section of the Information Circular provides detailed information regarding the nominees for election to the board of directors.

Leslie Abi-karam

CURRENT OCCUPATION

BUSINESS EXPERIENCE

TOP AREAS OF EXPERTISE

OTHER CURRENT PUBLIC COMPANY BOARDS

EDUCATION

SECURITIES HELD

Thomas M. Alford

CURRENT OCCUPATION

BUSINESS EXPERIENCE

TOP AREAS OF EXPERTISE

OTHER CURRENT PUBLIC COMPANY BOARDS

EDUCATION

SECURITIES HELD

Edward M. Barrett

Board Chair

CURRENT OCCUPATION

BUSINESS EXPERIENCE

TOP AREAS OF EXPERTISE

OTHER CURRENT PUBLIC COMPANY BOARDS

EDUCATION

SECURITIES HELD

A. Jane Craighead

CURRENT OCCUPATION

BUSINESS EXPERIENCE

TOP AREAS OF EXPERTISE

OTHER CURRENT PUBLIC COMPANY BOARDS

EDUCATION

SECURITIES HELD

Ignacy P. Domagalski

CURRENT OCCUPATION

BUSINESS EXPERIENCE

TOP AREAS OF EXPERTISE

OTHER CURRENT PUBLIC COMPANY BOARDS

EDUCATION

SECURITIES HELD

David G. Smith

CURRENT OCCUPATION

BUSINESS EXPERIENCE

TOP AREAS OF EXPERTISE

OTHER CURRENT PUBLIC COMPANY BOARDS

EDUCATION

SECURITIES HELD

Elizabeth A. Summers

CURRENT OCCUPATION

BUSINESS EXPERIENCE

TOP AREAS OF EXPERTISE

OTHER CURRENT PUBLIC COMPANY BOARDS

EDUCATION

SECURITIES HELD

Alexander S. Taylor

CURRENT OCCUPATION

BUSINESS EXPERIENCE

TOP AREAS OF EXPERTISE

OTHER CURRENT PUBLIC COMPANY BOARDS

EDUCATION

SECURITIES HELD

Additional Disclosure Relating to Directors

Wajax Corporation Proxy Solicitation & Information Statement 2025