Canfor Pulp Products Inc. (CFX) Earnings Call Transcript & Summary

Good morning, and welcome to the Special Meeting of Shareholders of Canfor Pulp Products, Inc. I would like to introduce Norm Mayr, Director and Chair of the Special Committee of the Board and Chairman of today's meeting. Mr. Mayr, the floor is yours.

Thank you, and good morning, all. It is now by my clock, 11:00 a.m. Pacific Time, and I would ask the meeting to please come to order. As I was appointed to act as Chairman of the meeting by the Board, I will be acting as Chairman for this meeting. It is my great pleasure to extend a warm welcome to all of you today for the Special Meeting of Shareholders of Canfor Pulp Products, Inc. Please ensure that you remain connected to the Internet during the course of this meeting. If you need technical assistance, please see the section entitled Voting Process and Meeting Technical Assistance in the Management Information Circular in respect of this meeting. This meeting has been convened as a special meeting of shareholders and has been called for the principal purpose of considering the special resolution to approve the statutory plan of arrangement between the company and Canfor Corporation as described in the notice of special meeting and management information circular dated January 28, 2026, that was filed and mailed to shareholders. At this point, I would like to introduce Stephen MacKie, President and CEO of Canfor Pulp; and Patrick Elliott, CFO and Corporate Secretary of Canfor Pulp. There will be an opportunity for registered shareholders and duly appointed proxy holders to ask questions at the time the motion is made, which questions can be submitted online by selecting the Ask a Question icon where registered shareholders and duly appointed proxy holders have properly submitted questions in advance of the meeting in accordance with the instructions set out in the management information circular for the meeting, subject to any review by the company, those questions will be addressed at the time the motion is made. I have appointed Mr. Elliott to act as the Secretary of this meeting. With the consent of the meeting, I hereby appoint TSX Trust Company to act as scrutineer for the meeting. I would now like to call on Mr. Elliott to deal with the notice of this meeting.

Mr. Chairman, a notice calling the meeting was mailed to all shareholders of Canfor Pulp entitled to receive such notice. TSX Trust Company and Broadridge have provided us with certificates as to the mailing and copies of the certificates will be kept with the records of the meeting.

Mr. Secretary, would you please summarize the preliminary scrutineer's report?

We are pleased to report that there are 70 shareholders holding 48,194,439 common shares represented in person or by proxy at this meeting. This represents 73.88% of the 65,233,559 issued and outstanding common shares.

As Chairman, I adopt the preliminary scrutineer's report and declare the attendance of this meeting to be as they have set forth. I direct that when delivered, the final scrutineer's report will be kept with the records of this meeting. In accordance with the preliminary scrutineers' report, I declare a quorum present and the meeting to be duly constituted for the transaction of business. As this meeting is being held virtually, I would like to remind you that voting on all matters described in the management information circular for the meeting will be conducted by electronic ballot. To allow sufficient time for voting, the polls for all matters being voted on will be open following these introductory remarks and closed at the end of the formal portion of the meeting. Only registered shareholders and duly appointed proxy holders who have properly logged into the meeting will be able to vote at the meeting. I also remind you that if you are a registered shareholder and you have already voted by proxy, you do not need to vote again unless you want to change your vote. If you plan to vote at the meeting, you may choose to vote on each resolution immediately or wait to cast your vote until after the motion for an item is proposed. Once all items of business before the virtual meeting have been put forward, I will give registered shareholders and duly appointed proxy holders an opportunity to discuss these items of business and ask questions and to provide an opportunity to enter their votes on the open polls if they haven't already done so, and then declare the voting closed on all resolutions. In order to expedite the proceedings today, I will be proposing and seconding all motions and for any motions not included in the circular, the motions will be determined based on the preliminary scrutineer's report in reliance on the discretionary authority granted in the proxies deposited for this meeting or on a poll at my discretion. I now declare the polls open on the arrangement resolution included as Appendix A in the management information circular for the meeting. The only item of business to place before the meeting is to approve by special resolution the arrangement resolution as defined in the management information circular and is more particularly set out in Appendix A thereof. As described in the management information circular, the arrangement resolution must be approved by at least 66 2/3% of the votes cast on the arrangement resolution by shareholders present in person or represented by proxy and entitled to vote at the meeting on the basis of 1 vote per common share held, and a single majority of votes cast by shareholders at the meeting, excluding any votes required to be excluded in accordance with Multilateral Instrument 61-101 entitled Protection of Minority Securityholders in Special Transactions. Accordingly, the votes cast in respect of common shares that are beneficially or directly owned by Canfor Corp and its affiliates, the honorable John R. Baird, a Director of Canfor Corp. and a shareholder of the company; Mans Johansson, a Senior Officer of Canfor Corp. and a shareholder of the company; and Mathew Parras, a Senior Officer of Canfor Corp, and a shareholder of the company, will be excluded for the purpose of determining if the arrangement resolution has been approved by the shareholders. I now move to approve the statutory plan of arrangement between the company and Canfor Corporation in the form of the arrangement resolution as defined in the management information circular and is more particularly set out in Appendix A thereof. Is there any discussion regarding the motion? Mr. Secretary, have we received any questions?

No, we have not.

I direct that a poll be conducted on the motion and that the scrutineer report the results. If you haven't already cast your vote online or by proxy, please cast your vote now. That concludes the matters to be voted on. For those registered shareholders and duly appointed proxy holders who have not yet voted on the arrangement resolution, please do so now as I will shortly close the polls. [Voting]

The polls on the arrangement resolution are now closed. I direct the scrutineer to provide the preliminary scrutineers' meeting report on the results of the polls.

96.02% of the votes cast at the meeting by shareholders present in person or represented by proxy and entitled to vote at the meeting have voted in favor of the arrangement resolution. 84.42% of the votes cast at the meeting by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding any votes required to be excluded in accordance with multilateral instrument 61-101 have voted in favor of the arrangement resolution.

Thank you. I declare that the arrangement resolution set out in Appendix A to the management information circular has been duly carried by the requisite 66 2/3% threshold of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting and the requisite simple majority of votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding any votes required to be excluded in accordance with multilateral instrument 61-101 at the meeting by shareholders. After the meeting, upon receipt of the scrutineer's final meeting report on the polls conducted during this meeting, I direct the recording secretary of this meeting to attach the final scrutineer's meeting report to the minutes of the meeting. All of the business for which this meeting was called has been completed. I therefore propose that this meeting be terminated. Based on the preliminary scrutineer's report, I declare the motion carried and this meeting is now terminated. Thank you for attending today's meeting. You may now disconnect.