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Western Forest Products Inc. — Proxy Solicitation & Information Statement 2020
Apr 16, 2020
45484_rns_2020-04-16_dee5d2b5-9247-48c7-b63e-bca3569bdbe1.pdf
Proxy Solicitation & Information Statement
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WESTERN FOREST PRODUCTS INC.

Security Class
Holder Account Number
Form of Proxy - Annual Meeting to be held on May 22, 2020
This Form of Proxy is solicited by and on behalf of management of Western Forest Products Inc.
Notes to proxy
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- Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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- If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
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- This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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- If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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- The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
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- The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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- This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
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- This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 9:00 AM, Pacific Daylight Time, on May 20, 2020.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone
• Call the number listed BELOW from a touch tone telephone.
1-866-732-VOTE (8683) Toll Free

- • Go to the following web site: www.investorvote.com
- • Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
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Appointment of Proxyholder
I/We being holder(s) of Western Forest Products Inc. hereby appoint(s): Stephen Williams, Executive Vice President and Chief Financial Officer, or
| failing him, James Arthurs, Director, | other than the Managementappointees. | ||||||||
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| as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have beengiven, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of shareholders of Western Forest Products Inc. to be held at the office of DLAPiper (Canada) LLP, 2800 – 666 Burrard Street, Vancouver, British Columbia, on May 22, 2020 at 9:00 AM (Pacific Daylight Time) and at any adjournment or postponement thereof. | |||||||||
| VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. | For | Against | |||||||
| 1. Number of DirectorsTo set the number of Directors at eight. | |||||||||
| 2. Election of Directors | For | Withhold | For | Withhold | For | Withhold | |||
| 01. James Arthurs | 02. Jane Bird | 03. Laura A. Cillis | |||||||
| 04. Donald Demens | 05. Lee Doney | 06. Daniel Nocente | |||||||
| 07. Cheri Phyfer | 08. Michael T. Waites | ||||||||
| For | Withhold | ||||||||
| 3. Appointment of AuditorsAppointment of KPMG LLP as auditors of Western Forest Products Inc. for the ensuing year and authorizing the Board of Directors to fix theirremuneration.4. Executive Compensation Advisory VoteTo approve, on an advisory basis only, the overall approach to executive compensation, as disclosed in the Circular. | For | Against | |||||||
| Authorized Signature(s) - This section must be completed for yourinstructions to be executed. | Signature(s) | Date | |||||||
| I/We authorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructions areindicated above, this Proxy will be voted as recommended by Management. | |||||||||
| Interim Financial Statements - Mark this box if you wouldlike to receive Interim Financial Statements andaccompanying Management's Discussion and Analysis bymail. | Annual Financial Statements - Mark this box if you wouldNOT like to receive the Annual Financial Statements andaccompanying Management's Discussion and Analysis bymail. | ||||||||
| If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist. | |||||||||
| W F P Q | 3 0 7 0 1 7 | A R 2 |
OR Print the name of the person you are appointing if this person is someone