West Fraser Timber Co. Ltd. ($WFG)

I'm Hank Ketcham, Chairman of the Board of Directors of West Fraser. I'll act as Chair of this meeting, and Tom Theodorakis, our Corporate Secretary, will act as Recording Secretary. I appoint Elis Ambel from Computershare and investor services to act as scrutineer for the meeting. We respectfully acknowledge that we are gathered in Vancouver, British Columbia on the traditional and ancestral territories of the muscular Squamish and Peoples. I'm also pleased to inform you that members of our Board of Directors and the executive management team are here with us in Vancouver. On behalf of the Board of Directors and the management team, I'm pleased to welcome you to the 2026 Annual General Meeting and Special Meeting of West Fraser, including those of you joining us through the live webcast. Our plan this morning will be to first deal with the formal items of business. At the end of the meeting, our President and CEO, Sean McLaren, will provide an update on the company's operations. Following Sean's update, -- if there are any questions, we would be happy to answer them. I'd like to set out a few procedures for the orderly conduct of the meeting. I'll introduce the various motions or resolutions and request that each be proposed and seconded by a registered shareholder or proxy holder. Voting on the motion to appoint the auditors in the number of directors will be conducted by a show of hands unless a ballot is demanded. In order to have an accurate record of the votes for the election of each director for the purposes of our majority voting policy and to properly record the vote on the resolution approving the company's say on pay advisory resolution and reconfirmation and continuation of the company's shareholder rights plan, we will conduct the vote on each of these resolutions by ballot. Most shareholders will have already submitted a proxy, which will be counted in the vote. If you have not previously submitted a proxy, you may vote by ballot. The scrutineer has provided a form of ballot for these resolutions to each shareholder or authorized representative present in person and each proxy holder who is present and has not already submitted a proxy. If you're one of those persons but do not have these ballots, please raise your hand. When voting on the resolution to elect the directors, please mark an X on your ballot in the box under the heading 4 to the right of the name of each director, you wish to elect and if you do not wish to elect certain nominees, mark an X in the box under heading withhold, to the far right of the name of the director you do not wish to elect. When voting on the other resolutions by ballot, please insert the number of shares being voted for or against on your ballot. Are there any questions at this point on the procedures for the meeting. For the shareholders joining us through the webcast, questions in respect of a motion may be submitted by any registered shareholder or duly appointed proxy holder we have properly logged in with their control numbers or user name by using the instant messaging service on the Lumi platform. Please note that there may be a slight delay in questions being submitted to us. Questions on the formal meeting items will be addressed as each item is tabled. Any questions received of a more general nature will be addressed at the end of the meeting. If we're unable to address your general questions during the meeting, a representative West Fraser will reach out to you following the meeting with a response. Are there any questions at this point on the procedures for the meeting. The notice calling this meeting, the management information circular and the formal proxy were mailed to shareholders on or around March 17, 2026. I will dispense with the reading of the notice of meeting. Copies of the notice of meeting, management information circular and other meeting materials are available under the company's profiles on SEDAR+, EDGAR and on the company's website. Our transfer agent, Computershare Investor Services, Inc. has attested to the proper mailing of the notice calling this meeting. The Secretary of the company has also confirmed that notice calling the meeting was mailed to all shareholders of the company entitled to receive such notice and Computershare computer shares provided an affidavit of mailing. Accordingly, I confirm that the notice calling this meeting and all proxy related meeting materials were delivered to the shareholders in accordance with the requirements of the company's articles the British Columbia Business Corporation Act and Canadian securities laws. The articles of the company require that a quorum be present to ensure the meeting is properly constituted. I've been informed by the scrutineer that we have the shareholders present or represented by proxy who hold a sufficient number of shares to constitute a quorum. I therefore declare that there is a quorum at this meeting. The scrutineers' report will be kept by the Secretary with the records of the meeting. The notice of the meeting having been duly delivered and a quorum being present, I now declare the meeting to be duly called and regularly constituted for the transaction of business. I now table and submit to you the report of the auditor, PricewaterhouseCoopers LLP, and the financial statements for the year ended December 31, 2025. We had mailed to requesting shareholders a copy of the annual report containing the auditor's report and the financial statements with the notice of the meeting, and it has been filed on SEDAR+ and EDGAR and is available on our website. Are there any questions concerning the auditor report or the financial statements? I declare that the financial statements and auditors' report have been received by the shareholders as submitted to this meeting. We'll now proceed with a number of directors to 11. I now move that shareholders approve to fixing the number of directors to 11. Would someone please second the motion. Thank you. Each of those in favor of the motion, please raise a hand. Each of those against the motion, please raise a hand. Thank you. The motion is carried, and I now declare that the number of directors has been fixed at 11. We will now proceed with the election of directors for the upcoming year. The number of directors to be elected is 11. The company has implemented an advanced notice policy, requiring shareholders to provide advanced notice of any additional director nominations. The Secretary of the company has advised that no nomination has been received other than those persons named as Director nominees in the information circular for this meeting mailed to shareholders. I would now like to nominate the following individuals to hold office as the directors of the company until the next annual meeting, and I would ask each nominee available to join us today to stay Eric Butler, Reid Carter, John Floren, Ellis Ketchram Johnson, Brian Kenning, Marian Lawson, Sean McLaren, Colleen McMorrow, Gillian Winckler and myself, can't catch them. These persons are management's nominees for election to the Board as stated in the information circular for this meeting. With there being no further nominations, I declare the nominations closed. I now move that shareholders approve the election of directors for the upcoming year. As previously mentioned, a vote by ballot will be conducted for the election of directors. If you have previously voted on this matter by proxy you do not wish to change your vote, no further action is required. Please vote using the form of ballot on the election of directors provided earlier. Please make sure that your name is printed clearly on the ballot. Will the scrutineer please collect the ballots. Thank you. We will proceed with the next matter. PricewaterhouseCoopers LLP is currently the auditor of the company. I now move that shareholders approve the appointment of PricewaterhouseCoopers LLP chartered accountants as auditors of the company at a remuneration to be fixed by the directors. You've heard the motion. Is there any discussion? Each of those in favor of the motion, please raise a hand. Each of those against the motion, please raise a hand. Thank you. The motion is carried, and I declare that PricewaterhouseCoopers LLP chartered accountants has been appointed as auditors of the company at a remuneration to be fixed by the directors. The next item of business is for shareholders to vote on the company's approach to executive compensation, also known as the say-on-pay advisory resolution. Our executive compensation philosophy, policies and programs are based on the fundamental principle of pay for performance to align the interest of our executives with those of our shareholders. This compensation approach allows us to attract and retain high-performing executives who will be strongly incentivized to create value for our shareholders on a sustainable basis. I now move that shareholders approve the company's say-on-pay advisory resolution as more fully described in the information circular. As previously mentioned, a vote by ballot will be conducted for the company's say on pay advisory resolution. I'd like to remind you that if you have previously voted on this matter by proxy and do not wish to change your vote, no further action is required. With Solan, please second the motion. Thank you. Is there any discussion on this matter? Please vote using the form of ballot on the say-on-pay advisory resolution provided earlier. Please make sure that your name is printed clearly on the ballot with the scrutineer please collect the ballots. Thank you. We'll proceed to the next matter. The next item of business is for shareholders to vote on the resolution approving the reconfirmation and continuation of the company's shareholder rights plan. The company's shareholder rights plan was ratified and approved by the company's shareholders at the 2020 Annual General Meeting and amended, restated and continued at the 2023 Annual and Special Meeting. It will terminate on the conclusion of this meeting unless the shareholders approve its confirmation and continuation. The rationale for the shareholder rights plan is outlined in more detail in the information circular delivered in connection with this meeting. The rights plan is not being adopted in response to or in anticipation of any pending or fintech overbid nor to deter takeover bids generally, but to encourage fair treatment of West Fraser shareholders in connection with the takeover bid and to protect against creeping bids. I now move that shareholders approve the ordinary resolution approving the reconfirmation continuation of the company's arteries plan as more fully described in the information circular. A vote by ballot will be conducted for the ordinary resolution, approving the reconfirmation and continuation of the company's shareholder rights plan. I'd like to remind you that if you have previously voted on this matter by proxy and do not wish to change your vote, no further action is required. Would someone please second the motion? Is there any discussion on this matter? Please vote using the form of ballot on the reconfirmation and continuation of the company's shareholder rights plan provided earlier. Please make sure that your name is printed clearly on the ballot. Will the scrutineer please collect the ballots. Thank you. While we wait for the scrutineer's report, we will pause meeting. I've been advised by the scrutineer that the ballots and proxies deposited for the meeting indicate that each director nominee received a majority of yes votes and I declare them duly elected to act as directors of the company for the ensuing year. Also, based on the preliminary results of voting, -- the 2 other resolutions by namely the advisory resolution on the company's approach to executive compensation, say on pay, and the reconfirmation and continuation of the company's shareholder rights plan have been approved. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting be announced in a news release in accordance with TSX and New York Stock Exchange policies and filed on SEDAR+ and EDGAR. As the formal items of the business as set out in the notice of the meeting have now been dealt with and as there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. Before calling on Sean McLaren, President and CEO, to provide an update on the company's operations, I wanted to take the opportunity to recognize the retirement and long-standing contribution of Janus Rene as Board member for West Fraser. Having joined the Board in April 2004, this April marks 22 years of service and commitment by Janus to West Fraser and its shareholders. Janus has been a dedicated and valuable member of the Board, and we want to thank you, Janice. You will be dearly missed in your well-turned retirement. I'll now turn the meeting over to Sean McLaren, President and Chief Executive Officer of the company, to provide an update on the company's operations.

Thank you, Hank, and thank you to our shareholders. Good morning, and welcome to the West Fraser Annual General and Special Meeting. I would like to thank each of you for attending today, either virtually or in person, your presence demonstrates your commitment to our company and the West Fraser community. Each year, I give an update on our operations and each year that update begins with safety. This past Friday evening, we experienced a tragic accident at our mill in Henderson, Texas, to the employee's family and our entire Henderson team every 1 of our West Fraser hearts are with you. It is a stark reminder that no matter how hard we work, how many investments and improvements we make that in an instant, tragedy can strike. There are no second chances when it comes to safety, and we will continue to be unrelenting in our pursuit of an accident-free West Fraser. I will now provide a brief update on our operations. We also have a presentation that I will be referring to for those in attendance and who are following us via the webcast. Since West Fraser start in 1955, when the company was founded by the 3 Ketcham brothers, our strategy has been 1 that has been straightforward and durable. That is to be a low-cost producer reinvest in our business and maintain a prudent and resilient balance sheet. Our team is experienced in navigating commodity market cycles, has a proven track record and is ready to take on what we believe is a strong future in Wood Products. We also have experience in managing uncertainty. Our Canadian lumber operations have navigated the softwood lumber dispute for decades. -- including long-standing duties that increased last fall, along with the addition of new tariffs. We are taking a number of proactive steps, including how we run our Canadian lumber business to compete in a higher tariff duty rate environment and maintaining close communications with our provincial and federal governments to make certain our industry's voice is heard, and we have a handle on the latest engagements between Canada and the U.S. Our annual results ending December 31, 2025, and Management Information Circular have already been disseminated. However, I would like to recap a number of key highlights from 2025. Throughout this period of lower demand for our wood building products, we have remained committed to investing in our people, our operations and communities, ensuring we are well prepared to face these challenges and come back stronger at the next market recovery. Over the past year, our capital allocation strategy saw us invest $411 million into the business to modernize our metals. In 2025, we repurchased $129 million of our shares and paid $101 million in dividends. As of the end of 2025, we had repurchased 83% of the stock issued to acquire Norbord in 2021. We continue to serve markets with attractive longer-term fundamentals. While a variety of factors have contributed to near-term supply and demand imbalances affecting both our lumber and OSB product lines. In response to these conditions, we have made difficult but necessary decisions to align production with current demand. During the fourth quarter, we announced closures or curtailments of a number of uneconomic facilities. As demand improves, we retain the same ability to increase our supply of building products using our more modern lower-cost mills. Throughout this process, we are working closely with our employees to transition into vacant roles at other West Fraser operations. The actions we took in 2025 built directly on actions taken over the past several years to strengthen our operating footprint and remain responsive to aligning production with demand. strengthening our portfolio by exiting higher-cost assets and concentrating capital where it delivers the greatest long-term value. Since 2023, we have been busy repositioning our portfolio of assets against the backdrop of reducing costs and making us more competitive in each of our product lines. At the same time, we also reshaped our footprint through significant investments in our business. Over the past 5 years, we have selectively expanded and strengthened our most competitive assets in both lumber and OSB. This includes the ramp-up and expansion of key operations such as Allendale OSB as well as the acquisition of a sawmill and treated wood facility in Cochrane, Alberta. These actions strengthen West Fraser for the long term and are fully aligned with our strategy to be a premier low-cost producer of sustainable, renewable wood building products and a reliable, trusted supplier to our customers through all stages of the cycle. West Fraser faced challenging market conditions in both our lumber and OSB product lines in the second half of last year, resulting in West Fraser generating only $56 million total adjusted EBITDA and in 2025. Similar themes that have impacted the lumber industry since 2023 continued to impact the market in 2025 as elevated mortgage rates and housing costs impacted affordability and demand for housing. The latter half of 2025 saw a weakening OSB market due to these same factors, combined with new supply that came online during the year. West Fraser continued to respond with a number of actions that allow the company to compete effectively and to provide low-cost supply to meet our customer needs. As 2026 moves into the second quarter, we have seen some regional improvement in lumber prices as well as a moderate increase in OSB prices, which we attribute to seasonally better demand conditions. Recent events in the Middle East have not yet impacted demand, but we have seen long-term interest rates rise as a result. We are continuing to monitor the situation. We believe the long-term market fundamentals for renewable wood building products and the implementation of our proven business strategy support attractive long-term value creation for our shareholders. As one of the largest -- world's largest producers of renewable wood-based building products, we contend that West Fraser offers many advantages. We offer financial resilience through a portfolio that is both product and geographically diverse. We do this by providing a wide range of home and building construction products across multiple markets in 2 continents. This financial resilience comes partly through our footprint. Our top line capacity in lumber is 6.5 billion board feet, while another 9 billion square feet of engineered wood products capacity positioning us well for lumber and OSB sales across North America. In addition, we are the largest producer of wood-based panels in the United Kingdom, which also gives us access to the Continental European market. Complementing our geographic diversity, our diverse product mix provides high-quality, reliable solutions across a full spectrum of residential construction and renovation. Our products are used throughout a new homes construction and subsequent years of repairs and remodeling. As a company with a geographically diverse footprint spanning 2 continents in 4 countries, West Fraser has grown into being 1 of the world's largest wood products manufacturers. -- having exposure to multiple geographies allows us to serve our customers efficiently. We serve markets with attractive longer-term fundamentals. Although new housing starts have decreased since peaking in 2021, underlying demographic trends remain positive for housing starts with approximately 13,000 people in America, expected to turn 35 every day over the next decade. Across North America, all local, provincial, state and federal governments continue to prioritize housing as a key challenge to overcome. The need for new and renovated housing should continue to rise over time. The repair and remodeling market saw significant growth during COVID. And although total spend has come down, we expect that the same factors that will ultimately support new home construction will also support repair and remodeling demand. North American domestic production peaked in 2021 and has since fallen below 60 billion board feet. Over the last decade, -- the change in North American lumber supply has been essentially mill as increases in the U.S. South supply have offset reductions centered around British Columbia. This is in spite of housing starts going from $1.2 million up to $1.6 million at the previous peak. -- contrasting the lack of supply growth, which we do not expect to change significantly with our positive view of medium to longer-term prospects for Wood Products demand, the picture becomes clear. Medium- to longer-term lumber market fundamentals pointing to growth should support an attractive market environment for the products that we produce. Adding new greenfield lumber capacity in the U.S. South requires significant and complex investment. -- including the significant capital required, the need for specialized operating expertise and hiring skilled local workforce and reduced availability of residual outlets. -- all of which make building new mills increasingly complicated. With these factors in mind, West Fraser is well positioned to compete rather than focusing on greenfield expansion, we have leveraged our existing footprint and continue to reinvest and drive down costs in mills with strong long-term potential, placing us in a strong position to compete when markets turn. We have a track record of disciplined and balanced capital allocation. Our strategy prioritizes keeping a strong balance sheet, reinvesting in our business where appropriate and rewarding our shareholders by returning capital in a disciplined, predictable fashion. Maintaining financial flexibility remains the foundation of our capital allocation approach. We prioritize keeping appropriate liquidity and a conservative debt profile to position us to invest in the business and act on strategic growth opportunities across all parts of the cycle. We continually reinvest in our business to maintain our low-cost position, modernize our footprint and replace end-of-life assets, ensuring the long-term competitiveness of our facilities. The third leg of our strategy is rewarding our shareholders for their continued loyalty. We return excess capital to our shareholders through a balanced approach that includes tactical share repurchases and and a stable, sustainable dividend. Over the last 9-plus years, we have generated over $10 billion of cash from operations, of this, we have invested more than $4 billion back into the business through capital expenditures and acquisitions and have returned over $5 billion to our shareholders through buybacks and dividends. Even as 2025 results were poor relative to our historical standards, we exited the year with over $1.2 billion in available liquidity. We are well positioned to continue to invest in our company maintain our focus on operations and be ready to take advantage of opportunities that may come our way. West Fraser has a scale, scope and expertise to unlock further growth opportunities. Our growth strategy has been consistent over our 70-year existence. Our long-held values and proven strategy remain at the forefront of what we do. And we continue to invest in our company's growth when and where it makes economic and strategic sense. In the last 5 years, we have acquired 2 lumber mills and 1 OSB mill and completed 2 brownfield modernizations in our U.S. South lumber portfolio. We've also closed and curtailed a number of smaller, less competitive and higher cost mills and mostly exited the pulp business. These actions that significantly strengthen the resilience of our overall portfolio. We are well positioned to benefit from strong sustainability fundamentals. At West Fraser, sustainability is embedded in how we operate and foundational to the long-term success of our business. We continue to strengthen the connection between sustainability and operational excellence through major investments at both our McDavid, Florida lumber mill and our Bemidji, Minnesota, OSB facility. These projects improve environmental management and working conditions while significantly reducing costs achieving all of the goals, all of these goals defines what being sustainable is in West Fraser. In our Canadian operations, progression of our sustainability strategy includes advancing meaningful indigenous relations. In 2025, we signed a long-term fiber supply agreement with the Lake Babin nation. We are pleased with the early results as we have seen better access and fiber supply certainty to our Smithers, British Columbia mill. This is a great example of improved cybersecurity and a more stable future rooted in local decision-making, all against the backdrop of a strong First Nation partnership. I want to thank all of the stakeholders who made this agreement a reality. We continue to advance similar agreements with several other BC First Nations as well as a number of good relation agreements in Alberta. And finally, we have an attractive track record of creating shareholder value, driven by our culture, our values and our operating philosophy. These actions have positioned us to create long-term value for our shareholders, and we have delivered an annualized total shareholder return of approximately 8.5% since 2006. As we look ahead, it is worth remembering that our progress is built on a legacy that began many years ago. 2025 mark 70 years since West Fraser's story began when the Ketcham Brothers, Sam, Bill and Pete purchased 2-mile planing mills in Cornell, British Columbia. Even though the mill was modest, the values and the business strategy that the Ketcham Brothers and that 12-person crew established have continued to guide us. From that foundation, our growth followed, not always in a straight line, but through a combination of consistent disciplined reinvestment, a conservative balance sheet and our unique West Fraser resilience that from generation to generation has allowed us to navigate challenges and realize opportunities. As we move through 2026, we are confident in the company's geographic and product diversity financial flexibility and sustainability fundamentals. When combined with our people and our proven strategy, we are well positioned as we embrace the many challenges and opportunities that lie ahead. In closing, I want to express my gratitude for the strategic guidance and unwavering support to Hank to our Board of Directors. On behalf of our management team, I would also like to thank Janice Rene who is retiring as a West Fraser Director after 22 years of service and guidance. And finally, I would like to acknowledge the tremendous effort of the entire West Fraser team in pursuit of delivering strong results. and your efforts in 2026 in building an even stronger company that, together with our proud legacy will guide us towards a bright future. Thank you, and Hank, -- that concludes my update.

Sean. And now I ask that shareholders or duly appointed proxy holders who would like to ask a question to raise their hands and identify themselves or to type their questions in the instant messaging feature of the virtual interface if they are joining us via the webcast. We will answer as many questions as time permits. We'll now give attendees a moment to ask or type in their questions.

As we received no further questions, on behalf of the Board and management, thank you to our shareholders, executives and directors for participating in this meeting. With that, Lumi, we can now end the meeting.