Western Forest Products Inc. — Proxy Solicitation & Information Statement 2025

Apr 7, 2025

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders (the "Meeting") of Western Forest Products Inc. (the "Corporation") will be held at Suite 2700, 1133 Melville Street, Vancouver, British Columbia, Canada on May 7, 2025 at 9:00 a.m., Pacific Daylight Time, for the following purposes:

1) to receive the annual report to shareholders, including our consolidated financial statements, together with the auditors' report thereon, and Management's Discussion and Analysis for the fiscal year ended December 31, 2024;

2) to set the number of directors at seven;

3) to elect directors for the ensuing year;

4) to appoint auditors for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditors;

5) to consider and, if deemed advisable, to pass a special resolution (the full text of which is set forth in this Management Information Circular) authorizing an amendment to the Corporation's articles of amalgamation, to (i) effect a share consolidation of the issued and outstanding common shares in the capital of the Corporation (the "Share Consolidation") at a share consolidation ratio to be determined by the Board of Directors within the range of one post-consolidation share for every 25 to 40 pre-consolidation shares, as and when determined by the Corporation's Board of Directors, in its sole discretion, and (ii) provide that the shareholders of the Corporation shall not be entitled to receive fractional common shares as a result of the Share Consolidation, nor any cash consideration for such fraction, and the number of common shares issuable on the Share Consolidation shall be rounded up, in the case of a fractional interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number of common shares, all as more fully described in this Management Information Circular, provided that such special resolution shall be deemed to have been revoked if the Share Consolidation is not implemented prior to the date of the Corporation's next annual meeting of shareholders;

6) to consider and, if deemed advisable, to pass a non-binding advisory resolution on our approach to executive compensation; and

7) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Corporation's Board of Directors has fixed the close of business on March 24, 2025, as the record date for determining the common shareholders entitled to receive notice of and vote at the Meeting or any adjournment or postponement thereof.

The Management Information Circular accompanying this Notice provides additional information relating to the matters to be dealt with at the Meeting or any adjournment or postponement thereof.

Dated at Vancouver, BC on March 28, 2025.

By Order of the Board of Directors

"Daniel Nocente"

Daniel Nocente
Chair, Board of Directors
Western Forest Products Inc.

Western Forest Products Inc.

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Registered shareholders who wish to vote in advance of the Meeting are invited to vote by signing and returning the enclosed form of proxy in the envelope provided for that purpose. A proxy will not be valid unless it is deposited at the office of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, on or before 9:00 a.m. Pacific Daylight Time (12:00 p.m. Eastern Daylight Time) on May 5, 2025. Instructions for voting by telephone or via the Internet are located on the enclosed form of proxy.

Non-registered shareholders will be provided with voting instructions by the intermediaries who hold the shares on their behalf.

Western Forest Products Inc.