Acadian Timber : Management Information Circular (2024 Management Information Circular VF)

Published: 2025-04-01 13:26:04 ET ADN.TO

ACADIAN TIMBER CORP.

Notice of Meeting

and

Management Information Circular

Relating to the Annual Meeting of Shareholders

March 28, 2025

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of ACADIAN TIMBER CORP. (the "Corporation") will be held as a virtual meeting on May 8, 2025 at 11:00 a.m. (Eastern time) for the following purposes:

1. to receive the annual report of the Corporation and the consolidated financial statements of the Corporation for the year ended December 31, 2024 together with the auditors' report thereon;

2. to appoint auditors of the Corporation and to authorize the directors of the Corporation to fix the remuneration of the auditors;

3. to elect directors of the Corporation; and

4. to transact such further and other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Copies of the management information circular (the "Circular") and form of proxy accompany this notice. The specific details of the matters proposed to be put before the Shareholders are set forth in the Circular accompanying and forming part of this notice. Shareholders are directed to read the Circular carefully in evaluating the matters for consideration at the Meeting.

Only Shareholders of record as at March 28, 2025, are entitled to receive notice of and vote their Common Shares at the Meeting or at any adjournment(s) or postponement(s) thereof, either by attending the Meeting or by proxy.

Registered holders of Common Shares who are unable to attend the Meeting are requested to complete, date and sign the enclosed form of proxy and return it, in the envelope provided, to the Corporation's transfer agent, TSX Trust Company (the "Transfer Agent"), by delivering the proxy to Proxy Department, TSX Trust Company : (i) by mail to P.O. Box 721, Agincourt, ON M1S 0A1; or (ii) by facsimile at 416-595-9593; or (iii) by email [email protected] so that it is received by 11:00 a.m. (Eastern time) on May 6, 2025 (or at least 48 hours prior to the commencement of any reconvened meeting in the event of any adjournment(s) or postponement(s) thereof).

Shareholders can participate, vote, or submit questions during the Meeting's live webcast, however, shareholders are encouraged to vote on the matters before the Meeting by proxy. Shareholders and duly appointed proxyholders can attend the Meeting online athttps://virtual-meetings.tsxtrust.com/1747.Please see the included Virtual Meeting Guide for further instructions.

If you are a non-registered holder of Common Shares and received these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form, as the case may be, provided to you in accordance with the instructions provided by your broker or intermediary.

DATED this 28th day of March 2025.

By Order of the Board of Directors

(signed)

Malcolm Cockwell

Chair of the Board

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by or on behalf of management of the Corporation for use at the Meeting to be held at the time and place and for the purposes set forth in the accompanying

Notice of Meeting. References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof. It is expected that the solicitation will be primarily by mail, however proxies may also be solicited personally by telephone or by facsimile by the directors and/or officers of the Corporation at nominal cost. The cost of solicitation by management will be borne by the Corporation. Pursuant to National Instrument 54-101 - Communication with

Beneficial Owners of Securities of a Reporting Issuer, arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of the

Common Shares. The cost of any such solicitation will be borne by the Corporation.

Appointment and Revocation of Proxies

Enclosed with this Circular is a form of proxy for registered Shareholders. The persons named in the enclosed form of proxy are directors of the Corporation (each a "Director" and together, the "Directors") and will represent management of the Corporation at the Meeting. A Shareholder has the right to appoint a person or company to represent the Shareholder at the Meeting other than the person or company, if any, designated in the form of proxy. A Shareholder desiring to appoint a person or company other than the persons designated in the accompanying form of proxy, who need not be a Shareholder, to represent such Shareholder at the Meeting, may do so by striking out the names printed on the proxy and inserting the name of such other person in the blank space provided in the enclosed form of proxy and returning the completed proxy to the Transfer Agent by delivering the proxy to Proxy Department, TSX Trust Company: (i) by mail to P.O. Box 721, Agincourt, ON M1S 0A1; or (ii) by facsimile at 416-595-9593 or by email [email protected]. The form of proxy must be received by the Transfer Agent by 11:00 a.m.

(Eastern time) on May 6, 2025 (or at least 48 hours prior to any reconvened meeting in the event of any adjournment(s) or postponement(s) of the Meeting), or by presenting it at the Meeting to the chairperson of the

Meeting prior to commencement of the Meeting (or at the reconvened meeting in the event of any adjournment(s) or postponement(s) of the Meeting). Failure to so deposit a form of proxy will result in its invalidation.

A proxy given pursuant to this solicitation may be revoked by instrument in writing, including another proxy bearing a later date, executed by the registered Shareholder or by his, her or its attorney duly authorized in writing, and deposited either at the registered office of the Corporation or by mail or facsimile to the Transfer Agent (as set out in the paragraph immediately above) by 11:00 a.m. (Eastern time) on May 6, 2025 (or at least 48 hours prior to the commencement of any reconvened meeting in the event of any adjournment(s) or postponement(s) of the Meeting),

or with the chairperson of the Meeting prior to the commencement of the Meeting (or at the reconvened meeting in the event of any adjournment(s) or postponement(s) of the Meeting), or in any other manner permitted by law.

Appointing someone to be your proxyholder - If you appoint someone to be your proxy, other than the individuals named on the form of proxy, the completed form of proxy with the appointment must be sent to the Transfer Agent and you or the proxyholder must contact the Transfer Agent to request the control number athttps://www.tsxtrust.com/control-number-request, 1-416-682-3860 or toll-free at 1-866-751-6315 by 11:00 a.m.

(Eastern time) on May 6, 2025 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and date of the adjourned or postponed meeting. Without a control number, proxyholders will not be able to vote or ask questions at the Meeting. They will only be able to attend online as a guest.

Voting of Proxies

A registered Shareholder forwarding the enclosed proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate box. The persons named on the form of proxy must vote for or against or withhold from voting, as applicable, the registered Shareholder's Common Shares in accordance with the registered Shareholder's directions and on any ballot that may be called for. If the registered Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The persons named in the enclosed form of proxy will vote the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them. In the absence of such direction, such Common Shares will be voted in favour of the matters outlined in the Notice of Meeting and this Circular.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. At the time of printing of this

Circular, management and the Directors know of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to all Shareholders, as all Common Shares are registered in the name of CDS & Co. ("CDS") (the registration name of CDS Clearing and Depository Services Inc., which acts as depositary for many Canadian brokerage firms) and Shareholders hold their Common Shares through their brokers, intermediaries, trustees or other persons. Common Shares registered in the name of CDS can only be voted

(for or against resolutions) upon the instructions of the Shareholders, as the beneficial holders of the Common Shares.

Without specific instructions, a broker and its agents and nominees are prohibited from voting Common Shares for the broker's clients. Therefore, Shareholders should ensure that instructions respecting the voting of their Common

Shares are communicated to the appropriate party.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Shareholders in advance of security holders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Shareholders in order to ensure that their Common

Shares are voted at the Meeting. Often, the form of proxy supplied to a Shareholder by his or her broker (or the agent of the broker) is identical to the form of proxy provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Shareholder.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions ("Broadridge"). Broadridge normally prepares a "Voting Instruction Form" (the "VIF") based upon the Corporation's form of proxy, which it then distributes to Shareholders. The VIF must then be completed and returned to Broadridge by the Shareholder by mail or facsimile in accordance with the instructions provided therein.

Alternatively, the Shareholder can call a toll-free number or access the internet to provide instructions regarding the voting of Common Shares held by the Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Shareholder receiving a Broadridge VIF cannot use that proxy to vote Common Shares directly at the Meeting. The

VIF must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted at the

Meeting. Some brokers who do not use Broadridge's services send out the Corporation's form of proxy to Shareholders, executed by the broker but otherwise incomplete. The Shareholder must mark the proxy how he or she wishes to vote and return the proxy either directly to the Transfer Agent or to the broker, who will then forward the proxy to the Transfer Agent. A SHAREHOLDER CANNOT VOTE THEIR COMMON SHARES LIVE AT THE MEETING UNLESS THE SHAREHOLDER APPOINTS HIMSELF OR HERSELF AS THEIR OWN PROXY.

Although a Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of CDS, a Shareholder may attend the Meeting as proxy holder for the registered Shareholder and vote the Common Shares in that capacity. Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxy holder for the registered Shareholder in this regard should enter their own names in the blank space on the form of proxy or VIF provided to them and return same to their broker or other intermediary (or the broker's agent or other intermediary) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting. If a Shareholder has voted by mail and would like to change his or her vote, the Shareholder should contact his or her nominee to discuss whether this is possible and what procedures such non-registered holder should follow.

Proxy-related materials will be sent by the Corporation to intermediaries and not directly to Shareholders. The Corporation intends to pay for such intermediaries to deliver proxy-related materials and Form 54-101F7 (the request for voting instructions) to "objecting beneficial owners", in accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer.

Non-registered holders should carefully follow the instructions on the voting instruction form and the Management Information Circular. Non-registered shareholders wishing to vote at the Meeting must appoint themselves as a proxyholder and contact the Transfer Agent to request the control number athttps://www.tsxtrust.com/control-number-request,1-416-682-3860 or toll-free at 1-866-751-6315 by 11:00 a.m. (Eastern time) on May 6, 2025 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and date of the adjourned or postponed meeting. Without a control number, proxyholders will not be able to vote or ask questions at the Meeting. They will only be able to attend online as a guest.

Majority Voting Policy

The Corporation has adopted a majority voting policy stipulating that, if the total number of shares voted in favour of the election of a director nominee represents less than a majority of the total shares voted and withheld for that director, the nominee will tender his or her resignation to the board of directors of the Corporation (the "Board") immediately after the Meeting. Within 90 days of the Meeting, the Board will determine, with a recommendation from the Compensation, Nominating, and Corporate Governance Committee (the "CNCG Committee"), whether or not to accept such director's resignation and will issue a press release announcing the Board's decision, a copy of which will be provided to the TSX. Absent exceptional circumstances, the Board will accept the resignation. The resignation will be effective when accepted by the Board. If the Board determines not to accept a resignation, the press release will fully state the reasons for that decision. A director who tenders his or her resignation will not participate in a Board meeting at which the resignation is considered. The majority voting policy does not apply in circumstances involving contested director elections.

Voting Securities and Principal Holders Thereof

The authorized capital of the Corporation consists of an unlimited number of Common Shares. All Common Shares are of the same class with equal rights and privileges. The Common Shares are not subject to future calls or assessments and entitle the holder thereof to one vote for each Common Share held at all meetings of Shareholders. As at the date hereof, there are 17,822,449 Common Shares issued and outstanding.

The record date for the purpose of determining the Shareholders entitled to receive notice of and to vote at the Meeting is March 28, 2025.

A quorum for the transaction of business at the Meeting will consist of two or more individuals present either holding personally or representing as proxies not less in aggregate than 10% of the votes attached to all of the Common Shares then outstanding.

As at the date hereof the following table sets forth the only person who, to the knowledge of the Directors and senior officers of the Corporation, based on available public records, beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Corporation.

Number of

Percentage

Percentage

Name

Common Shares

of Class

of Votes

Macer Forest Holdings Inc. ("Macer") (1)

8,785,726

49.30%

49.30%

_______________

Notes:

(1)

Malcolm Cockwell is principal at Macer and beneficially owns, or controls or directs, directly or indirectly, 70% of its voting securities.

References to Currency

Unless otherwise stated, all references in this Circular to monetary amounts are expressed in Canadian dollars.

RECEIPT OF FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the period commencing January 1, 2024, and ended December 31, 2024 and the report of the auditors thereon will be presented at the Meeting, but the approval of the Shareholders with respect thereto is not required.

ELECTION OF DIRECTORS

The articles of arrangement of the Corporation (the "Articles") provide for the Board to consist of a minimum of three and maximum of ten Directors. The following individuals are management's nominees for appointment as Directors: Malcolm Cockwell, Heather Fitzpatrick, Karen Oldfield, Erika Reilly, Bruce Robertson, and Adam Sheparski.

The persons named in the form of proxy accompanying this Circular intend to vote FOR the election of the six nominees noted below as the Directors, unless the Shareholder who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting in respect of the election of such nominees as Directors. A majority of the votes cast by the Shareholders is required to elect the Directors.

Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a Director for the ensuing financial year, however, if that should occur for any reason prior to the Meeting or any adjournment(s) or postponement(s) thereof, the persons named in the form of proxy accompanying this Circular have the right to vote for the election of the remaining nominees and may vote for the election of a substitute nominee in their discretion. Each Director elected will hold office until the close of the first annual meeting of the Shareholders following his or her election unless his or her office is earlier vacated in accordance with the by-laws of the Corporation or applicable corporate law. The following sets forth the names and municipalities of residence of each of the proposed Directors, their respective principal occupations, business or employment within the five preceding years, their beneficial ownership of, or control or direction over, Common Shares (in each instance based upon information furnished by the nominee) and, if applicable, the year in which they started to serve as a director of the Corporation.

MALCOLM COCKWELL

• Director since May 8, 2018

• Chair of the Board since August 20, 2019

• Member of the Audit Committee and the CNCG Committee

Profile:

Mr. Cockwell is the Managing Director of Haliburton Forest, a private land stewardship company that owns 250,000 acres of timberland in central Ontario and operates five hardwood sawmills, value-added manufacturing facilities, a biochar production facility, and a diverse ecotourism business. He is also principal of Macer, a private Ontario based company focused on acquiring, and holding for the long-term, shares of companies owning and operating forest and recreational properties. He is a Registered Professional Forester in Ontario, and earned a B.Sc. and PhD in forestry from the University of Toronto. Mr. Cockwell serves as Director of the Ontario Forest Industries Association and on Council of the Ontario Professional Foresters Association. He is the past Chair of Forests Canada. Mr. Cockwell is a director of GreenGold Group AB, a Swedish timberland company with holdings across Europe, and a director of Brookfield Infrastructure Partners LP. Mr. Cockwell is "financially literate" for the purposes of National Instrument 52-110 - Audit Committees and the Board has determined that he is "independent" for the purposes of National Instrument 58-101 - Disclosure of Corporate Governance Practices. Mr. Cockwell is a resident of Haliburton, Ontario, Canada.

Mr. Cockwell owns 100,000 Common Shares of the Corporation. (1)

Macer owns 8,785,726 Common Shares of the Corporation. (1)

HEATHER FITZPATRICK

• Director since August 20, 2019

• Member of the Audit Committee and the CNCG Committee

Profile:

Ms. Fitzpatrick is the President and Chief Executive Officer of Halmont Properties Corporation (TSX Venture: HMT.V). She holds a bachelor's degree in commerce from Memorial University of Newfoundland and has over 10 years of experience in senior accounting roles with various firms. Halmont Properties Corporation invests directly and indirectly in commercial real estate, forest properties, and securities of companies holding property, energy, and infrastructure assets. Ms. Fitzpatrick is a Chartered Professional Accountant and is considered "financially literate" for the purposes of National Instrument 52-110 - Audit Committees. The Board has also determined that she is "independent" under National Instrument 58-101 - Disclosure of Corporate Governance Practices. Ms. Fitzpatrick is a resident of Toronto, Ontario, Canada.

Ms. Fitzpatrick does not own any Common Shares of the Corporation and owns 11,487 Deferred Stock Units. (1)

KAREN OLDFIELD, K.C., ICD.D

• Director since May 9, 2019

• Lead Director

• Chair of the CNCG Committee and Member of the Audit Committee

Profile:

Ms. Oldfield was named the Interim President and CEO of Nova Scotia Health on September 1, 2021. During her tenure at NSH, Ms. Oldfield has led transformational change throughout the health system, with an emphasis on technologies which improves patient care and guides administrative efficiencies. Ms. Oldfield served for more than 18 years as President and CEO of the Halifax Port Authority and has global experience, particularly in trade development and the establishment of new markets together with deep expertise in supply chain management and logistics. Ms. Oldfield is Past Chair of the Board of Governors of Saint Mary's University. Ms. Oldfield has served as President of the Canadian Chapter of the International Women's Forum, a global organization comprised of female leaders with a stated mission to further develop female executive and board talent. Ms. Oldfield is "financially literate" for the purposes of National Instrument 52-110 - Audit Committees and the Board has determined that she is "independent" for the purposes of National Instrument 58-101 - Disclosure of Corporate Governance Practices. Ms. Oldfield is a resident of Halifax, Nova Scotia, Canada.

Ms. Oldfield does not own any Common Shares of the Corporation and owns 13,316 Deferred Stock Units. (1)

ERIKA REILLY

• Director since May 6, 2021

Profile:

Ms. Reilly is a senior executive and corporate director with over 20 years of capital markets and asset management experience. Ms. Reilly spent most of her career as an investment professional with Brookfield Asset Management, a leading global alternative asset manager, where she led growth and divestiture initiatives, public and private financings, and the restructuring and managing of timberland and infrastructure businesses. Concurrently, Ms. Reilly served as President and Chief Executive Officer of Acadian Timber Corp. from 2019 to 2021 and served as its Chief Financial Officer from 2013 to 2016. Ms. Reilly holds a Bachelor of Commerce in finance from the University of British Columbia and is a resident of Vancouver, British Columbia, Canada.

Ms. Reilly owns 2,444 Common Shares of the Corporation and owns 11,477 Deferred Stock Units. (1)

BRUCE ROBERTSON

• Director since February 14, 2018

• Chair of the Audit Committee and Member of the CNCG Committee

Profile:

Mr. Robertson is a corporate director. From 2013 to 2024, Mr. Robertson was Vice President, Investments of The Woodbridge Company Limited. Prior thereto Mr. Robertson held various executive positions at private equity firms focused largely on markets in Canada and the United States. Mr. Robertson received his Bachelor of Commerce (Honours) degree from Queen's University in 1988 and has served on the board of directors of both private and publicly listed companies, including his current positions as director of Morguard Corporation and as trustee of Morguard North American Residential REIT. Mr. Robertson is "financially literate" for the purposes of National Instrument 52-110 - Audit Committees and the Board has determined that he is "independent" for the purposes of National Instrument 58-101 - Disclosure of Corporate Governance Practices. Mr. Robertson is a resident of Toronto, Ontario, Canada.

Mr. Robertson does not own any Common Shares of the Corporation and owns 13,934 Deferred Stock Units. (1)

ADAM SHEPARSKI

• Director since July 30, 2021

Profile:

Mr. Sheparski was appointed President and Chief Executive Officer of the Corporation on July 30, 2021, having held the office of Chief Financial Officer since February 2020. Prior to joining the Corporation, Mr. Sheparski held multiple senior executive roles within Empire Company Limited and Sobeys Inc. During this time, he managed multiple M&A transactions, streamlined operations to achieve millions in annual savings, and created structural changes to support long term sustainability for the organization. Mr. Sheparski began his career in 1999 with PricewaterhouseCoopers where he earned the Chartered Accountant designation and led the audits for private and public clients in the forestry, aviation, aerospace, and manufacturing industries. Mr. Sheparski holds a Bachelor of Business Administration from St. Francis Xavier University and is a member of CPA Nova Scotia and CPA New Brunswick. Mr. Sheparski is a resident of Edmundston, New Brunswick, Canada.

Mr. Sheparski owns 16,029 Common Shares of the Corporation and owns 25,129 Deferred Stock Units. (1)

______________ Notes:

(1) Common Shares beneficially owned or controlled. As of March 28, 2025, the above noted Directors owned beneficially or controlled, directly and indirectly, 8,979,542 Common Shares representing 50.4% of the issued and outstanding Common Shares.

Orders, Penalties and Bankruptcies

To the knowledge of the Corporation, none of the directors or officers of the Corporation are, as at the date of this Circular, or have been, within the 10 years before the date of this Circular, 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, that was in effect for a period of more than 30 consecutive days (an "Order") that was issued while the person 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 the person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

To the knowledge of the Corporation, none of the Directors or officers of the Corporation, nor any shareholders holding a sufficient number of Common Shares to affect materially the control of the Corporation: (a) are, as at the date of this Circular, or have been within 10 years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that 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; or (b) have, within the 10 years before the date of this Circular, 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 the assets of the person.

To the knowledge of the Corporation, no nominee for director of the Corporation has been subject to: (a) 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 (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

RE-APPOINTMENT OF AUDITORS

The auditors of the Corporation are PricewaterhouseCoopers LLP, Chartered Professional Accountants, Cogswell Tower, 2000 Barrington Street, Suite 1101, Halifax, Nova Scotia, B3J 3K1. PricewaterhouseCoopers LLP was appointed as auditors of the Corporation on May 6, 2021. It is proposed that PricewaterhouseCoopers LLP, Chartered Professional Accountants, be re-appointed as auditors of the Corporation at the Meeting.

The persons named in the enclosed form of proxy intend to vote FOR the re-appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditors of the Corporation to hold office until the next annual meeting of Shareholders, at a remuneration to be fixed by the Directors, unless the Shareholder who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting. A majority of the votes cast by the Shareholders is required to approve the appointment of the auditors and to authorize the Directors to fix the remuneration of the auditors.

OTHER MATTERS

Unless otherwise stated, the information contained herein is given as of March 28, 2025. Management of the Corporation is not aware of any other matters that are to be presented at the Meeting other than matters referred to in the Notice of Meeting. If any matters other than those referred to in this Circular should be presented at the Meeting, however, the persons named in the enclosed proxies are authorized to vote the Common Shares represented by the proxies in accordance with their best judgment.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overall Compensation Goals

The following is a description of the compensation program of the Corporation, which is monitored and evaluated by senior management, together with the Board and the CNCG Committee, and adjusted if and when necessary. The Corporation's compensation program aims to provide employees with base salaries consistent with regional industry norms while offering additional short-term incentives in relation to the Corporation's financial and safety performance and personal performance against employee-specific metrics. The compensation program is designed to encourage retention while rewarding strong financial, safety and personal performances.

Compensation Elements and Individual Performance Metrics

The Corporation's compensation program consists of base salary, a short-term incentive program that rewards performance within specific areas, and a long-term incentive program for key members of senior management of the Corporation's business and operations that ties rewards directly to the Corporation's financial performance. Base salary is set through the review of both formal and informal regional benchmarks with all employees subject to annual performance and compensation reviews. The Corporation's short-term incentive program takes into account the Corporation's financial performance and safety performance, and employee-specific, annually defined performance targets. Financial and safety performance measures are standardized across all employees, while individual, annually defined performance objectives are determined by senior management. Awards granted pursuant to the senior management long-term incentive program are based on the Corporation's financial performance, as discussed below.

Hedging of Economic Risks for Personal Equity Ownership

All Directors and executives of the Corporation are prohibited from entering into transactions that have the effect of hedging the economic value of any direct or indirect interests by the Director or executive in Common Shares, unless such transactions are executed and disclosed in full compliance with all applicable regulations and have been previously approved by the Chief Financial Officer and Chief Executive Officer of the Corporation and, if appropriate, the CNCG Committee. To date, no Director or executive has hedged the economic value of their direct or indirect interests.

Share-Based and Option-Based Awards

Other than as described below, none of the Corporation, or Acadian Timber Limited Partnership (the "Partnership"), AT Limited Partnership (the "Operating LP") or Katahdin Forest Management LLC ("KFM LLC") have adopted share-based or option-based award plans.

The Corporation utilizes a long-term incentive program for executive officers and senior managers which includes a Restricted Stock Unit Plan ("RSUP") and an Executive Deferred Stock Unit Plan ("Executive DSUP"), which provide for the granting of rights to participants to receive, on a deferred basis, cash payments equal to the fair market value of the shares of the Corporation on the terms set out in each plan. The Board believes that the plans provide a link

Disclaimer

Acadian Timber Corp. published this content on April 01, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 01, 2025 at 17:25 UTC.