EX-4.4





 Exhibit 4.4 

MANAGEMENT PROXY CIRCULAR 

SOLICITATION OF PROXIES BY MANAGEMENT 

This Management Proxy Circular (the “Circular”) is furnished in connection with the solicitation by the management of TFI
International Inc. (the “Corporation”) of proxies to be used at the annual and special meeting of shareholders of the Corporation (the “Meeting”) to be held at the time and place and for the purposes set out in
the Notice of Meeting. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Corporation may also solicit proxies by telephone, telecopier, e-mail or
in person. The total cost of solicitation of proxies will be borne by the Corporation. Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
(“NI 54-101”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to certain
beneficial owners of the shares. See “Appointment and Revocation of Proxies – Notice to Beneficial Holders of Shares” below. 

INTERNET AVAILABILITY OF PROXY MATERIALS 

Notice-and-Access 

The Corporation has elected to use
“notice-and-access” rules (“Notice-and-Access”) under NI 54-101 for distribution of Proxy-Related Materials (as defined below) to shareholders who do not hold shares of the Corporation in their own names (referred to herein as “Beneficial Shareholders”). Notice-and-Access is a set of rules that allows issuers to post electronic versions of Proxy-Related Materials on SEDAR and on one additional website, rather than mailing
paper copies. “Proxy-Related Materials” refers to this Circular, the Notice of Meeting, a voting instruction form (“VIF”) and the Corporation’s 2018 annual report containing the Corporation’s annual
audited consolidated financial statements for the year ended December 31, 2018 and the related Management’s Discussion and Analysis for the same period. 

The use of Notice-and-Access is more environmentally friendly
as it helps reduce paper use. It also reduces the Corporation’s printing and mailing costs. Beneficial Shareholders may obtain further information about
Notice-and-Access by contacting Broadridge Financial Solutions, Inc. (“Broadridge”) toll free at 1-855-887-2244. 
 The Corporation is not using Notice-and-Access for delivery to shareholders who hold their shares directly in their respective names (referred to herein as “Registered Shareholders”).
Registered Shareholders will receive paper copies of the Proxy-Related Materials via prepaid mail. 
 Websites Where Proxy-Related Materials are Posted

 The Proxy-Related Materials are available on the Corporation’s website at www.tfiintl.com and under the Corporation’s profile on SEDAR at www.sedar.com. All shareholders are reminded to review the Proxy-Related Materials before voting. 

Notice Package 
 Although the
Proxy-Related Materials have been posted on-line as noted above, Beneficial Shareholders will receive paper copies of a notice package (“Notice Package”) via prepaid mail containing
information prescribed by NI 54-101 such as: the date, time and location of the Meeting, the website addresses where the Proxy-Related Materials are posted, a VIF, and supplemental mail list return card for
Beneficial Shareholders to request they be included in the Corporation’s supplementary mailing list for receipt of the Corporation’s interim financial statements for the 2019 fiscal year. 

How to Obtain Paper Copies of Proxy-Related Materials 

Beneficial Shareholders may obtain paper copies of the Proxy-Related Materials free of charge by contacting Broadridge toll free at 1-877-907-7643. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is
received by the Corporation by April 12, 2019 in order to allow sufficient time for Beneficial Shareholders to receive their paper copies and to return their VIF by its due date. 

  
 1 













 APPOINTMENT AND REVOCATION OF PROXIES 

Appointment of Proxy 
 A shareholder who
is unable to attend the Meeting in person is requested to complete and sign the enclosed form of proxy and to deliver it to Computershare (i) by mail or hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or (ii) by facsimile to 416-263-9524 or 1-866-249-7775. A shareholder may also vote using the internet at
www.investorvote.com or by telephone at 1-866-732-8683. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 5:00 p.m. (eastern time) on April 18, 2019 or be deposited with the
Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof. 
 The document appointing a proxy
must be in writing and executed by a registered shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. 

A shareholder submitting a form of proxy has the right to appoint a person (who need not be a shareholder) to represent him or her at the
Meeting other than the persons designated in the form of proxy furnished by the Corporation. To exercise that right, the name of the shareholder’s appointee should be legibly printed in the blank space provided. In addition, the shareholder
should notify the appointee of the appointment, obtain his or her consent to act as appointee and instruct the appointee on how the shareholder’s shares are to be voted. 

Shareholders who are not registered shareholders should refer to “Notice to Beneficial Holders of Shares” below. 

Revocation of Proxy 
 A shareholder who
has submitted a form of proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a person who has given a proxy personally attends the Meeting at which that proxy is to be voted, that person may revoke the proxy and
vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or his attorney or authorized agent and deposited with Computershare at any time up to
5:00 p.m. (eastern time) on April 18, 2019 (i) by mail or by hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or (ii) by
facsimile to 416-263-9524 or 1-866-249-7775, or
deposited with the Secretary of the Corporation before the commencement of the Meeting, or any adjournment thereof, and upon either of those deposits, the proxy will be revoked. 

Notice to Beneficial Holders of Shares 

The information set out in this section is of significant importance to many shareholders, as a substantial number of shareholders are
Beneficial Shareholders who do not hold shares of the Corporation in their own names. Beneficial Shareholders should note that only proxies deposited by Registered Shareholders (shareholders whose names appear on the records of the Corporation as
the registered holders of shares) can be recognized and acted upon at the Meeting or any adjournment(s) thereof. If shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be
registered in the shareholder’s name on the records of the Corporation. Those shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of those shares are
registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their nominees can be voted (for or against
resolutions or withheld from voting) only upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. Subject to the following discussion in relation to
NOBOs (as defined below), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held. 

There are two categories of Beneficial Shareholders under applicable securities regulations for purposes of dissemination to Beneficial
Shareholders of Proxy-Related Materials and other security holder materials and requests for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“NOBOs”)
are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting
beneficial owners (“OBOs”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation. 

  
 2 













 NI 54-101 permits the Corporation, in its
discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Notice Package directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled
to deliver the Notice Package to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to all OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with
the requirements of NI 54-101, the Corporation is sending the Notice Package indirectly through intermediaries to all Beneficial Shareholders. The cost of the delivery of the Meeting Materials by
intermediaries to Beneficial Shareholders will be borne by the Corporation. 
 Applicable securities regulations require intermediaries, on
receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings on Form
54-101F7. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares
are voted at the Meeting or any adjournment(s) thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered shareholders; however, its purpose is limited to instructing
the registered shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the
directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to appoint to attend the Meeting and vote on their behalf. Unless prohibited
by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if
those matters are not set out in Form 54-101F7 or this Circular. 
 The majority of brokers now
delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a VIF in lieu of a form of proxy. Beneficial Shareholders are requested to complete and return the VIF to Broadridge by mail or facsimile.
Alternatively, Beneficial Shareholders can call a toll-free telephone number to vote the shares held by them or access Broadridge’s dedicated voting website at
www.proxyvote.com to deliver their voting instructions. Broadridge will then provide aggregate voting instructions to
the Corporation’s transfer agent and registrar, which will tabulate the results and provide appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment(s) thereof. 

EXERCISE OF DISCRETION BY PROXIES 

Common shares represented by properly-executed proxies in favour of the persons designated in the enclosed form of proxy, in the absence of
any direction to the contrary, will be voted for the: (i) election of each of the directors of the Corporation; (ii) appointment of the auditor of the Corporation;
(iii) resolution in the form annexed as Schedule A to the Circular, ratifying, confirming and approving the 2019 Stock Option Plan of the Corporation; and (iv) resolution in the form annexed as
Schedule B to the Circular, confirming an amendment to By-Law No. 1 of the Corporation deleting Section 7 thereof pertaining to a mandatory retirement
age for directors, as stated under such headings in this Circular. Instructions with respect to voting will be respected by the persons designated in the enclosed form of proxy. With respect to amendments or variations to matters identified in
the Notice of Meeting and other matters which may properly come before the Meeting, such common shares will be voted by the persons so designated in their discretion. At the time of preparing this Circular, management of the Corporation knows of no
such amendments, variations or other matters. 
 VOTING SHARES 

As of the close of business on March 14, 2019, there were 85,302,849 common shares of the Corporation issued and outstanding. Each common
share entitles the holder thereof to one vote. The Corporation has fixed March 14, 2019 as the record date (the “Record Date”) for the purpose of determining shareholders entitled to receive notice of the Meeting. 

Pursuant to the Canada Business Corporations Act, the Corporation is required to prepare, no later than ten days after the
Record Date, an alphabetical list of shareholders entitled to vote as of the Record Date that shows the number of common shares held by each shareholder. A shareholder whose name appears on the list referred to above is entitled to vote the common
shares shown opposite its name at the Meeting. The list of shareholders is available for inspection during usual business hours at the office of the Corporation’s transfer agent: Computershare, 1500 Boulevard Robert-Bourassa, 7th floor, Montréal, Québec H3A 3S8 and on the day of the Meeting. 

SHAREHOLDERS HOLDING MORE THAN 10% OF THE SHARES 

As at March 14, 2019, to the best knowledge of the Corporation, no shareholder beneficially owned or exercised control or direction over,
directly or indirectly, more than 10% of the issued and outstanding common shares of the Corporation. 

  
 3 













 ELECTION OF DIRECTORS OF THE CORPORATION 

The Board of Directors currently consists of ten directors. Unless otherwise specified, the persons named in the enclosed form of proxy
intend to vote for the election of the ten nominees whose names are set out in the section “Board of Directors Renewal and Director Selection – Nominees for Election as Director” below. Each director will hold
office until the next annual meeting of shareholders or until the election of his or her successor, unless the director’s office is earlier vacated in accordance with the by-laws of the Corporation. 

BOARD OF DIRECTORS RENEWAL AND DIRECTOR SELECTION 

Last year’s results 
 At last
year’s annual meeting of shareholders of the Corporation, held on April 25, 2018, all candidates proposed as directors were duly elected to the Board of Directors of the Corporation by a majority of the votes cast by shareholders present
or represented by proxy at the annual meeting, as follows: 
  

									
	  
 Name

 
	    	For	  	Withheld
	 	    	 Number
	    	 %
	  	 Number
	    	 %

	 Scott Arves
	    	 47,619,418
	    	 83.55
	  	 9,377,510
	    	 16.45

	 Alain Bédard
	    	 55,910,850
	    	 98.09
	  	 1,086,078
	    	 1.91

	 André Bérard
	    	 54,503,841
	    	 95.63
	  	 2,493,087
	    	 4.37

	 Lucien Bouchard
	    	 56,831,060
	    	 99.71
	  	 165,868
	    	 0.29

	 Richard Guay
	    	 54,550,942
	    	 95.71
	  	 2,445,986
	    	 4.29

	 Debra Kelly-Ennis
	    	 56,943,665
	    	 99.91
	  	 53,263
	    	 0.09

	 Neil Donald Manning
	    	 55,970,834
	    	 98.20
	  	 1,026,094
	    	 1.80

	 Arun Nayar
	    	 56,939,726
	    	 99.90
	  	 57,202
	    	 0.10

	 Joey Saputo
	    	 53,644,675
	    	 94.12
	  	 3,352,253
	    	 5.88


 Nominees for Election as Director 

The following tables set out information about each of the ten nominees for election as director. This information includes, for each nominee,
a summary of his or her career profile, residency, age, independence status, areas of expertise, current position with the Corporation, the names of other public companies on whose boards/committees the nominee currently serves, the total number of
securities of the Corporation held by the nominee, and whether the nominee is in compliance with the Corporation’s minimum share ownership policy for directors. The information as to securities of the Corporation beneficially owned or over
which the nominees exercise control or direction is not within the knowledge of the Corporation and has been furnished by the respective nominees individually. It includes Deferred Share Units (“DSUs”) for directors as well as
Restricted Share Units (“RSUs”) and stock options for the Chairman, President and Chief Executive Officer. 
 The
Corporation restricts the number of public-company boards on which a director may serve to four, including that of the Corporation. The Corporation also expects each director to devote sufficient time to carrying out his or her duties effectively.
Each director also commits to serve on the Corporation’s Board of Directors for an extended period of time. 

  
 4 














					
	  





     
 Palm Beach Gardens, FL, USA

 
 Current position with the Corporation:

 
 Director
  

Director since: 2018
  

Age: 60
  

Independent
  
	 	 Leslie Abi-Karam

 
 Leslie Abi-Karam is the former EVP and President of Pitney Bowes, a
leader in customer communications management. Mrs. Abi-Karam held a wide variety of leadership positions in Pitney Bowes’ Global Technology businesses and built both its e-commerce and software
businesses. She also served on the board of Pentair, Inc., a $4B industrial company, and as a member of its audit committee. Currently Mrs. Abi-Karam serves as an adviser to private equity firms and
start-ups in the technology space.
  

Principal occupation(1): Independent Adviser and Corporate Director

 
  
	 	 
	 	 Areas of Expertise:
  

e-Commerce
  

Software/SaSS
  

Operations
  

Financial services
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	  

Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	 Board of
Directors
  
  
	 	 	  	n/a	  	n/a


											
	  

Securities Held
  

	 As at

 
	 	
    Common Shares    

 
	 	
            DSUs        
    
  
	 	
      Total Shares and        
DSUs

 
	 	
    Total Market Value of    

Shares and DSUs
  
	 	
  Compliance with directors’  

    minimum shareholding policy    

 

	 December 31, 2018

 
	 	Nil	 	1,812	 	1,812	 	63,963(2)	 	In progress(3)

  

	    (1)	 Other than as may be set out above, Mrs. Abi-Karam has held this occupation for the last five years.




	    (2)	 Value calculated based on the closing price of the Corporation’s common shares on the Toronto Stock
Exchange (“TSX”) on December 31, 2018 ($35.30). 



	    (3)	 Mrs. Abi-Karam was appointed as a director on July 26, 2018 and consequently has until
July 26, 2022 to comply with the minimum share ownership requirement. 



  
 5 














					
	  
 



    
 Jupiter, Florida, USA

 
 Current position with the Corporation:

 
 Director, Chairman of the Board of Directors, President and Chief Executive Officer

 
 Director since(1):
1993
  
 Age: 65

 
 Non-Independent

 
	 	 Alain Bédard, FCPA, FCA

 
 Alain Bédard is a graduate in Accounting and Finance from the
Université de Sherbrooke, and began his career at KPMG in 1975. He rose to become a senior auditor within three years while obtaining his C.A. and CMA. Subsequently he served as a Controller in the forest products sector before joining Saputo
in 1984 where he progressed through the ranks to become its Vice-President Finance. In 1996 he assumed management of a regional trucking firm which eventually became TFI International Inc.

 
 From the outset, Mr. Bédard introduced a bold
strategic plan of expansion, based on specific criteria including profitability, market penetration and geographic expansion. He has built a strong management team and has empowered them to ensure the Corporation’s philosophy of
decentralization.
  
 Through a series of acquisitions and
strategic investments across Canada and the United States, Mr. Bédard has created a powerful, diversified trucking and logistics network. TFI International continually studies acquisition opportunities to further strengthen its
network.
  
 The creation of shareholder value is an
on-going focus and a key priority for Mr. Bédard.
  

Mr. Bédard’s community activities include participation in a range of humanitarian causes and support for foundations active in
health and higher education. Mr. Bédard was awarded the title of Fellow by the Quebec CPA Order in February 2011.
  

Principal occupation(2): President and Chief Executive Officer of the
Corporation.
  
	 	 
	 	 Areas of Expertise:
  

Finance
  

Accounting
  

Manufacturing / Operations
	 	  



	 	 	 	 


							
	  

Board/Committee Memberships
  
	 	  	  	  

Other Public Companies Currently Serving

	  	
Directorships
  
	  	
Committees
  

	Board of Directors (Chairman)	 	 	  	n/a	  	n/a


											
	
Stock Options Held
  

	  

Date Granted
  
	  	  

          Number          

	  	  

          Exercise Price        
  
	  	  

      Total Unexercised      
	  	  

        Value of Unexercised Options Granted (3)        

	 July 31, 2009
	  	922,000	  	  $6.32	  	450,000	  	$13,041,000	  	
Total market value:

$48,653,438

	 July 29, 2010
	  	496,800	  	  $9.46	  	496,800	  	$12,837,312
	 July 26, 2012
	  	418,600	  	$16.46	  	365,000	  	$6,876,600
	 July 25, 2013
	  	376,200	  	$20.18	  	376,200	  	$5,688,144
	 July 24, 2014
	  	172,560	  	$25.14	  	172,560	  	$1,753,210
	 July 23, 2015
	  	335,356	  	$24.93	  	335,356	  	$3,477,642
	 July 21, 2016
	  	361,803	  	$24.64	  	361,803	  	$3,856,820
	 February 16, 2017
	  	118,288	  	$35.02	  	118,288	  	$32,872
	 February 20, 2018
	  	202,655	  	$29.92	  	202,655	  	$1,089,838


																			
	Securities Held
	 As at

 
	 	
    Common Shares    

 
	 	
DSUs
  
	 	
RSUs
  
	 	
    Total # of    
Securities

 
	 	
  Total Market Value  

of Securities
  
	 	  

Compliance with
directors’ minimum
    shareholding policy    

  

	
December 31, 2018
	 	#  	 	4,281,627  	 	#  	 	17,715  	 	#  	 	50,034  	 	4,349,376  	 	$153,532,973(3)  	 	Yes
	 	$  	 	    151,141,433  	 	$  	 	    625,350  	 	$  	 	1,766,213  
	
December 31, 2017
	 	#  	 	4,188,759  	 	#  	 	17,311  	 	#  	 	68,732  	 	4,274,802  	 	$140,469,994(4)  	 	Yes
	 	$  	 	137,642,621  	 	$  	 	568,839  	 	$  	 	2,258,533  

  

	  (1)	 Of the Corporation or its predecessors. 



	  (2)	 Mr. Bédard has held this occupation for the last five years. 



	  (3)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	  (4)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 29, 2017 ($32.86). 



  
 6 














					
	  
 



    
 Montreal, Québec, Canada

 
 Current position with the Corporation:

 
 Lead Director
  

Director since(1): 2003

 
 Age: 78
  

Independent
  
	 	 André Bérard

 
 André Bérard retired as Chief Executive Officer of the
National Bank of Canada in January 2002 and as the Bank’s Chairman of the Board in March 2004, following more than 40 years with the Bank.
  

Principal occupation(2): Corporate Director.

 
  
	 	 
	 	 Areas of Expertise:
  

Accounting
  

Finance
  

Human Resources / Compensation
  

Manufacturing / Operations
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	  

Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	 Board of Directors
(Lead Director)
  
 Human Resources & Compensation Committee (Member)

 
 Corporate Governance and

Nominating Committee (Member)
  

 
	 	 	  	BMTC Group Inc.	  	 Audit Committee

 
 Management Resources and Compensation Committee



											
	  

Securities Held
  

	 As at

 
	 	
    Common Shares    

 
	 	
            DSUs        
    
  
	 	
      Total Shares and        
DSUs

 
	 	
    Total Market Value of Shares    

and DSUs
  
	 	
  Compliance with directors’  

    minimum shareholding    

policy    

 

	 December 31, 2018

 
	 	53,200	 	98,827	 	152,027	 	$5,366,553(3)	 	Yes
	 December 31, 2017

 
	 	53,200	 	91,962	 	145,162	 	$4,770,023(4)	 	Yes

  

	  (1)	 Of the Corporation or its predecessors. 



	  (2)	 Mr. Bérard has held this occupation for the last five years. 



	  (3)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	  (4)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 29, 2017 ($32.86). 



  
 7 














					
	  
 



        
 Montreal, Québec, Canada

 
 Current position with the Corporation:

 
 Director
  

Director since(1): 2007

 
 Age: 80
  

Independent
  
	 	 Lucien Bouchard, LL.L.

 
 Lucien Bouchard is a Partner with the law firm Davies Ward Phillips
& Vineberg LLP, where he practices corporate and commercial law, is a negotiator and mediator for significant commercial and labour disputes, and advises major corporations on strategy and policy. He was Premier of Québec from 1996 to 2001,
and prior thereto successively served in the Federal Cabinet as Secretary of State and Minister of the Environment and was Leader of the Opposition in the House of Commons. Prior to his political career, Mr. Bouchard was Canada’s
Ambassador to France from 1985 to 1988. Mr. Bouchard is also Chairman of the Board of the Montreal Symphony Orchestra.
  

Principal occupation(2): Partner – Davies Ward Phillips & Vineberg
LLP (law firm).
	 	 
	 	 Areas of Expertise:
  

Legal / Governance
  

Environment
  

Consulting
  

Finance
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	  

Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	 Board of
Directors
  
 Corporate Governance and

Nominating Committee (Member)
  

 
	 	 	  	BMTC Group Inc.	  	 Human Resources and Corporate Governance
Committee
  



											
	  

Securities Held
  

	 As at

 
	 	
    Common Shares    

 
	 	
        DSUs        

 
	 	
    Total Shares and DSUs    

 
	 	
    Total Market Value of    

Shares and DSUs
  
	 	
    Compliance with directors’    

    minimum shareholding

policy    

 

	 December 31, 2018

 
	 	Nil	 	61,577	 	61,577	 	$2,173,668(3)	 	Yes
	 December 31, 2017

 
	 	Nil	 	57,197	 	57,197	 	$1,879,493(4)	 	Yes

  

	  (1)	 Of the Corporation or its predecessors. 



	  (2)	 Mr. Bouchard has held this occupation for the last five years. 



	  (3)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	  (4)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 29, 2017 ($32.86). 



  
 8 














					
	  
 



    
 Shefford, Québec, Canada

 
 Current position with the Corporation:

 
 Director
  

Director since: 2018
  

Age: 58
  

Independent
  
	 	 Diane Giard

 
 Diane Giard retired as Executive Vice President of the National Bank of
Canada in 2018. Before joining the National Bank of Canada, she held different management positions at Scotia Bank. She has been ranked among the Top 25 in Quebec’s financial industry seven times, and was named one of Canada’s Most
Powerful Women by the Women’s Executive Network in 2014 and 2015.
  

Principal occupation(1): Consultant and Corporate Director.

 
	 	 
	 	 Areas of Expertise:
  

Finance
  

Marketing & Sales
  

Accounting
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	  

Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	 Board of
Directors
  
	 	 	  	 Bombardier Inc.

 
	  	 Chair of the Audit Committee

 



											
	  

Securities Held
  

	 As at

 
	 	
    Common Shares    

 
	 	
        DSUs        

 
	 	
      Total Shares and        
DSUs

 
	 	
    Total Market Value of    

Shares and DSUs

 
	 	
  Compliance with directors’  

    minimum shareholding policy    

 

	 December 31, 2018
	 	Nil	 	805	 	805	 	$28,417(2)	 	In progress(3)

  

	  (1)	 Other than as may be set out above, Mrs. Giard has held this occupation for the last five years.




	  (2)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	  (3)	 Mrs. Giard was appointed as a director on October 22, 2018 and consequently has until
October 22, 2022 to comply with the minimum share ownership requirement. 



  
 9 














					
	  
 



    
 Pointe-Claire, Québec, Canada

 
 Current position with the Corporation:

 
 Director
  

Director since(1): 2004

 
 Age: 68

 
 Independent

 
	 	 Richard Guay

 
 Richard Guay was Senior Executive Vice-President of the Laurentian Bank
of Canada until his retirement in 2003. Before joining the Laurentian Bank, Mr. Guay was President and CEO of La Financière Coopérants and also held different executive positions with the National Bank of Canada. After retiring
from the Laurentian Bank, Mr. Guay was involved with the Melior group, an owner and manager of senior residences, as an executive and consultant until June 2010.

 
 Mr. Guay is a director of Cogir Apartments REIT, and
Chair of the credit committees of Centria Capital Construction Fund, L.P., Centria Capital Development Fund, L.P and Centria Capital Business Evolution Fund, L.P. as well as a member of the credit committee of Fonds
CII-ITC Centria Capital S.E.C. and of Stonebridge Infrastructure Debt Fund.
  

Principal occupation(2): Consultant and Corporate Director.

 
	 	 
	 	 Areas of Expertise:
  

Finance
  

Accounting
  

Consulting
  

Human Resources / Compensation
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	  

Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	 Board of
Directors
  
 Human Resources and Compensation Committee (Chairman)

 
 Audit Committee (Member)
	 	 	  	n/a	  	n/a


											
	  

Securities Held
  

	 As at

 
	 	
    Common Shares    

 
	 	
            DSUs        
    
  
	 	  

      Total Shares and        
DSUs

 
	 	
    Total Market Value of     

Shares and DSUs
  
	 	
  Compliance with directors’  

    minimum shareholding policy    

 

	 December 31, 2018
	 	  9,204	 	44,835	 	54,039	 	$1,907,577(3)	 	Yes
	 December 31, 2017
	 	11,304	 	42,100	 	53,404	 	$1,754,855(4)	 	Yes

  

	 	(1)	 Of the Corporation or its predecessors. 



	 	(2)	 Mr. Guay has held this occupation for the last five years. 



	 	(3)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	 	(4)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 29, 2017 ($32.86). 



  
 10 














					
	 



    
 Palm Beach Gardens, FL, USA

 
 Current position with the Corporation:

 
 Director
  

Director since: 2017
  

Age: 62
  

Independent
  
	 	 Debra Kelly-Ennis

 
 Debra Kelly-Ennis is the former President and CEO of Diageo Canada and
serves on the Board of Directors of Carnival Corporation & plc (Risk - Health, Environmental, Safety and Security Committee), the world’s largest travel and leisure company at over $16B in revenue (since 2012) and Altria Group, Inc.
(Innovation, Governance and Audit Committees), parent company for Philip Morris USA, John Middleton US, Smokeless Tobacco Company and Ste. Michele Wines, with revenues over $25B (since 2013).

 
 Earlier, she held executive leadership positions with
General Motors Corporation, Gerber Foods Company, RJR/Nabisco, Inc. and The Coca-Cola Company Foods Division.
  

Principal occupation(1): Consultant and Corporate Director

 
	 	 
	 	 Areas of Expertise:
  

Finance / Risk Management
  

Legal/Governance
  

Sales/Marketing
  

General Management
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	  

Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	 Board of
Directors
  
 Audit Committee (Member)
	 	 	  	 Carnival Corporation & plc

 
 Altria Group, Inc.
	  	 Risk - Health, Environmental, Safety and Security
Committee
  
 Innovation, Governance Committee Audit Committee



											
	  

Securities Held
  

	 As at

 
	 	
    Common Shares    

 
	 	
            DSUs        
    
  
	 	
      Total Shares and        
DSUs

 
	 	
    Total Market Value of     

Shares and DSUs
  
	 	
  Compliance with

directors’ minimum

    shareholding policy    

 

	 December 31, 2018

 
	 	Nil	 	6,643	 	6,643	 	$234,498(2)	 	In progress(4)
	 December 31, 2017

 
	 	Nil	 	2,416	 	2,416	 	79,390(3)	 	In progress(4)

  

	 	(1)	 Other than as may be set out above, Mrs. Kelly-Ennis has held this occupation for the last five years.




	 	(2)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	 	(3)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 29, 2017 ($32.86). 



	 	(4)	 Mrs. Kelly-Ennis was appointed as a director on May 29, 2017 and consequently has until
May 29, 2021 to comply with the minimum share ownership requirement. 



  
 11 














					
	  
 



    
 Victoria, B.C., Canada

 
 Current position with the Corporation:

 
 Director
  

Director since: 2013
  

Age: 73
  

Independent
  
	 	 Neil Donald Manning

 
 Neil Donald Manning is Chairman of Coleridge Holdings Limited and is a
Corporate Director. From 2002 to 2012 he was President and Chief Executive Officer of Wajax Corporation, an industrial products distributor selling and servicing a complete range of equipment, industrial components and power systems to customers in
a wide range of industries.
  
 Principal occupation(1): Corporate Director
	 	 
	 	 Areas of Expertise:
  

Distribution
  

Marketing / Sales
  

Human Resources / Compensation
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	  

Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	 Board of
Directors
  
 Corporate Governance and

Nominating Committee (Chairman)
  

 
	 	 	  	n/a	  	n/a


											
	  

Securities Held
  

	 As at

 
	 	
    Common Shares    

 
	 	
        DSUs        

 
	 	
    Total Shares and    

DSUs
  
	 	
    Total Market Value of    

Shares and DSUs
  
	 	
    Compliance with    

directors’ minimum

shareholding policy

 

	 December 31, 2018

 
	 	16,000	 	25,474	 	41,474	 	$1,464,032(2)	 	Yes
	 December 31, 2017

 
	 	16,000	 	21,707	 	37,707	 	$1,239,052(3)	 	Yes

  

	  (1)	 Mr. Manning has held this occupation for the last five years. 



	  (2)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	  (3)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 29, 2017 ($32.86). 



  
 12 














					
	 



    
 New York, NY, USA

 
 Current position with the Corporation:

 
 Director
  

Director since: 2018
  

Age: 68
  

Independent
  
	 	 Arun Nayar

 
 Arun Nayar retired in 2015 as Executive Vice President and Chief
Financial Officer at Tyco International PLC, a provider of security products. He also held other highly-diverse leadership positions including Chief Financial Officer of Global Operations at PepsiCo Inc. and President of ABB Financial Services Inc.,
a wholly-owned subsidiary of ABB Ltd.
  
 Since 2015, Mr.
Nayar has been an independent member of the board of Bemis Company, a global supplier of flexible packaging and since 2016, Chairman of its Audit Committee. Since 2016, he has also been a Senior Advisor at BC Partners, a pan-European and North
American private equity firm and at McKinsey & Company, a global management consulting firm.
  

Principal occupation(1): Consultant and Corporate Director
	 	 
	 	 Areas of Expertise:
  

Accounting
  

Finance
  

Governance
  

Risk Management
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	
Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	Audit Committee (chairman)	 	 	  	 Bemis Company

 
 Rite Aid Inc.
	  	 Audit Committee (Chairman)

 
 Audit Committee and Executive Committee

 



											
	  

Securities Held
  

	 As at

 
	 	  

    Common Shares    

 
	 	  

        DSUs        

 
	 	  

    Total Shares and    

DSUs
  
	 	  

    Total Market Value of    

Shares and DSUs
  
	 	  

    Compliance with    

directors’ minimum

shareholding policy

 

	 December 31, 2018

 
	 	Nil	 	3,034	 	3,034	 	$107,100(2)	 	In progress (3)

  

	  (1)	 Other than as may be set out above, Mr. Nayar has held this occupation for the last five years.




	  (2)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	  (3)	 Mr. Nayar was first elected as a director on April 25, 2018 and consequently has until
April 25, 2022 to comply with the minimum share ownership requirement. 



  
 13 














					
	  
 



    
 Montreal, Québec, Canada

 
 Current position with the Corporation:

 
 Director
  

Director since(1): 1996

 
 Age: 54

 
 Independent

 
	 	 Joey Saputo

 
 Joey Saputo is President of Free2Be Holdings Inc., a
private holding company. He has held a variety of positions within Saputo Inc. and Jolina Capital Inc. since 1985. Until recently, Mr. Saputo was the President of the Montreal Impact, a professional soccer team he helped form in 1993, and Stade
Saputo, a soccer-specific stadium built in Montreal in 2008.
  

Principal occupation(2): Chairman of the Montreal Impact and Stade
Saputo (sports and entertainment), chairman of Bologna FC1909 and President of Arbec Forest Products Inc.
	 	 
	 	 Areas of Expertise:
  

Marketing / Sales
  

Human Resources / Compensation
  

Entertainment
	 	  



	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 


							
	  

Board/Committee Memberships with the
Corporation

 
	 	  	  	  

Other Public Companies Currently Serving
  

	  	
Directorships
  
	  	
Committees
  

	 Board of
Directors
  
 Human Resources and Compensation

Committee (Member)
  

 
	 	 	  	n/a	  	 n/a

 



											
	  

Securities held
  

	 As at

 
	 	  

    Common    

Shares
  
	 	  

        DSUs        

 
	 	  

    Total Shares and    

DSUs
  
	 	  

    Total Market Value of    

Shares and DSUs
  
	 	  

    Compliance     

 

	 December 31, 2018

 
	 	207,746	 	45,318	 	253,064	 	$8,933,159(3)	 	Yes
	 December 31, 2017

 
	 	207,746	 	41,350	 	249,096	 	$8,185,294(4)	 	Yes

  

	  (1)	 Of the Corporation or its predecessors. 



	  (2)	 Mr. Saputo has held this occupation for the last five years. 



	  (3)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	  (4)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 29, 2017 ($32.86). 


 To the knowledge of the Corporation, none of the foregoing nominees for election as a
director: 
  

	(a)	 is, or within the last ten years has been, a director, chief executive officer or chief financial officer of
any company 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 applicable securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “Order”), which Order was issued while the proposed director
was acting in the capacity as director, chief executive officer or chief financial officer of such company; or 



  
 14 














	 	(ii)	 was subject to an Order that was issued after the proposed director 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 of such company; or 



 

	(b)	 is, or within the last ten years has been, a director or executive officer of any company that, while the
proposed director 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 


  

	(c)	 has, within the last ten years, 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 his assets, 



with the exception of Richard Guay, who sat as a representative of Investissement Québec on the Board of Directors of Trimag G.P.
Inc., the general partner of Trimag, S.E.C., a limited partnership which filed for protection under the Companies’ Creditors Arrangement Act (Canada) in April 2009. In September 2009, the partnership entered into a plan of arrangement
with its creditors, which was implemented. Mr. Guay was also the Executive Vice-President of Groupe Melior Inc. until October 2009. Groupe Melior Inc. filed a Notice of Intention on April 1, 2010 and filed an assignment in bankruptcy on
July 13, 2010. 
 To the knowledge of the Corporation, none of the foregoing nominees for election as a director 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. 


 Majority Voting Policy 

The Board of Directors has adopted a policy to the effect that, in an uncontested election of directors, any nominee who receives a greater
number of “withheld” votes than “for” votes will be considered to have not received the support of the shareholders of the Corporation and will be expected to immediately submit his or her resignation to the Board of Directors,
such resignation to take effect upon acceptance, as the case may be, by the Board of Directors. Upon receipt of such resignation, the Chairman of the Board of Directors will meet with the Corporate Governance and Nominating Committee
(“CGNC”) with a view to making a recommendation to the Board of Directors. The Board of Directors will make its decision within 90 days from the date of resignation. A director who submits his or her resignation pursuant to this
policy will not participate in any deliberations of the Board of Directors or CGNC with respect to the resignation. If the Board of Directors accepts the director’s resignation, it may, subject to applicable corporate law: (i) leave the
resulting vacant position on the Board of Directors unfilled until the next meeting of shareholders of the Corporation, (ii) fill the vacant position through the appointment of a new director whom the Board of Directors considers merits the
confidence of the shareholders of the Corporation, or (iii) call a special meeting of shareholders at which a management nominee will be proposed to fill the vacant position. Alternatively, the Board of Directors may decide to not accept the
resignation. 
 Board and Committee Attendance 

During the 2018 fiscal year, there were five meetings of the Board of Directors, two meetings of the Human Resources and Compensation
Committee (“HRCC”), four meetings of the CGNC and five meetings of the Audit Committee. Directors are expected to attend all regularly-scheduled meetings. During 2018, all current directors attended all regularly-scheduled meetings
with the exception of Richard Guay, who was absent from one Board meeting and one Audit Committee meeting. Attendance of the members of the Board of Directors at meetings held during 2018 is set out in the table below: 

  
 15 














																																																			
	Director	 	Number and % of meetings attended(1)
	 	Board	 	Audit Committee	 	Human Resources &
Compensation Committee	 	 Corporate Governance

& Nominating

Committee
	 	 Committees 

(Total) 
	 	Overall
Attendance
	 	Member 	 	Attendance 	 	Member 	 	Attendance 	 	Member 	 	Attendance 	 	Member 	 	Attendance 	 	  	 	  
	
Leslie Abi-Karam(2)
	 	Ö	 	3/3
 (100%)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3/3

(100%)

	
Scott Arves(3)
	 	Ö	 	1/2
 (50%)
	 	 	 	 	 	 	 	 	 	Ö	 	1/2
 (50%)
	 	1/2
 (50%)
	 	2/4

(50%)

	
Alain Bédard
	 	Chair	 	5/5
 (100%)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5/5

(100%)

	
André Bérard
	 	Ö	 	5/5
 (100%)
	 	Ö(4) 	 	3/3
 (100%)
	 	Ö	 	2/2
 (100%)
	 	Ö	 	4/4
 (100%)
	 	9/9
 (100%)
	 	14/14

(100%)

	
Lucien Bouchard
	 	Ö	 	5/5
 (100%)
	 	 	 	 	 	 	 	 	 	Ö	 	4/4
 (100%)
	 	4/4
 (100%)
	 	9/9

(100%)

	
Diane Giard(5)
	 	Ö	 	2/2
 (100%)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2/2

(100%)

	
Richard Guay(6)
	 	Ö	 	4/5
 (80%)
	 	Ö	 	4/5
 (80%)
	 	Chair	 	2/2
 (100%)
	 	 	 	 	 	6/7
 (85%)
	 	10/12

(83%)

	
Debra Kelly-Ennis
	 	Ö	 	5/5
 (100%)
	 	Ö	 	5/5
 (100%)
	 	 	 	 	 	 	 	 	 	5/5
 (100%)
	 	10/10

(100%)

	
Neil D. Manning
	 	Ö	 	5/5
 (100%)
	 	 	 	 	 	 	 	 	 	Chair	 	4/4
 (100%)
	 	4/4
 (100%)
	 	9/9

(100%)

	
Arun Nayar(7)
	 	Ö	 	4/4
 (100%)
	 	Chair	 	3/3
 (100%)
	 	 	 	 	 	 	 	 	 	3/3
 (100%)
	 	7/7

(100%)

	
Joey Saputo
	 	Ö	 	5/5
 (100%)
	 	 	 	 	 	Ö	 	2/2
 (100%)
	 	 	 	 	 	2/2
 (100%)
	 	7/7

(100%)


  

	(1)	 Regular and special meetings. 



	(2)	 Leslie Abi-Karam was appointed as a director on July 26, 2018. 



	(3)	 Scott Arves retired from the Board of Directors on June 14, 2018. 



	(4)	 André Bérard was an interim member of the Audit Committee until September 30, 2018.




	(5)	 Diane Giard was appointed as a director on October 22, 2018. 



	(6)	 Richard Guay served as interim chair of the Audit Committee until October 22, 2018.




	(7)	 Arun Nayar was elected as a director on April 25, 2018 and was appointed as chair of the Audit Committee
on October 22, 2018. 


 The independent members of the Board of Directors meet at every Board meeting
without non-independent members of the Board of Directors or members of management present. In 2018, the independent members of the Board of Directors held five such in camera
meetings. 
 Director Tenure 

The following chart sets out the tenure of the members of the Board of Directors as of December 31, 2018: 

 
 



 
 The average tenure of the members of the Board of Directors is 9.4 years. 

  
 16 













 Director Independence 

The following table sets out the independence status of the directors, as defined in National Instrument
52-110 Audit Committees, as at the date of this Circular: 
  

					
	 Independence Status

 

	 Director

 
	  	        Independent          	  	Reason for non-independence
	 Leslie
Abi-Karam
	  	Yes	  	 
	 Alain
Bédard
	  	No	  	                President and 
Chief Executive Officer of the Corporation                
	
André Bérard
	  	Yes	  	 
	 Lucien
Bouchard
	  	Yes	  	 
	 Diane
Giard
	  	Yes	  	 
	 Richard
Guay
	  	Yes	  	 
	 Debra
Kelly-Ennis
	  	Yes	  	 
	 Neil D.
Manning
	  	Yes	  	 
	 Arun
Nayar
	  	Yes	  	 
	 Joey
Saputo
	  	Yes	  	 

 Directors’ Skills Matrix 

In order to meet the Corporation’s needs in terms of directors’ competencies and expertise, the CGNC has developed a skills matrix
survey based on knowledge areas and types of expertise. The results of such matrix are compiled and serve to determine any needs for educating the directors under the Corporation’s New Director Training and Development Program, as more
specifically detailed on page 49 – Orientation and continuing Education. 
 The Board of Directors also takes into consideration
the nominees’ independence, qualifications, financial acumen and business judgment and the dynamics of the Board of Directors. This skill matrix is reviewed regularly and is updated as may be required. The survey is taken by each director every
two years and the results help the CGNC to identify any gaps to be addressed in the director nomination process. 
 The following table sets
out the range of skills the Board of Directors perceives to be most important and indicates the extent to which they are met by current Board members: 
  

																																				
	Directors		Finance / Risk
Management		Accounting		Legal /
Governance		
Human Resources /  

Compensation
		Marketing / Sales		Transport /
Operations		IT
	 Leslie
Abi-Karam
		Ö						Ö				Ö		Ö
	 Alain
Bédard
		Ö		Ö								Ö		
	
André Bérard
		Ö		Ö				Ö						
	 Lucien
Bouchard
		Ö				Ö								
	 Diane
Giard
		Ö		Ö						Ö				
	 Richard
Guay
		Ö		Ö				Ö						
	 Debra
Kelly-Ennis
		Ö				Ö				Ö				
	 Neil D.
Manning
		Ö						Ö		Ö				
	 Arun
Nayar
		Ö						Ö						
	 Joey
Saputo
		Ö						Ö		Ö		Ö		

 Board Diversity Policy 

The CGNC considers potential candidates from time to time, with the support of an executive recruiting firm with which it discusses the
Board’s needs in term of competencies and expertise. 

  
 17 













 The CGNC encourages Board diversity, including with respect to background, business
experience, professional expertise, personal skills, geographic background and gender. Prior to nominating a new director for election or appointment, the President and Chief Executive Officer, along with the Chairman of the CGNC and the Lead
Director, meet with the candidate to discuss his or her interest and willingness to serve on the Board of Directors, potential conflicts of interest, and his or her ability to devote sufficient time and energy to the Board of Directors. 

The Corporation adopted a Board Diversity Policy that promotes the inclusion of different perspectives and ideas, mitigates against groupthink
and ensures that the Corporation has the opportunity to benefit from all available talent. The promotion of a diverse Board makes prudent business sense and makes for better corporate governance. 

The Corporation seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix of expertise, experience, skills
and backgrounds. The skills and backgrounds collectively represented on the Board should reflect the diverse nature of the business environment in which the Corporation operates. For purposes of Board composition, diversity includes, but is not
limited to, business experience, geography, age, gender, and ethnicity and aboriginal status. In particular, the Board should include an appropriate number of women directors. 

The Corporation is committed to a merit-based system for Board composition within a diverse and inclusive culture which solicits multiple
perspectives and views and is free of conscious or unconscious bias and discrimination. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the
Corporation will consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Board. 

Any search firm engaged to assist the Board or a committee of the Board in identifying candidates for appointment to the Board will be
specifically directed to include diverse candidates generally, and multiple women candidates in particular. 
 Annually, the Board or a
committee of the Board will review this policy and assess its effectiveness in promoting a diverse Board which includes an appropriate number of women directors. 

EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS 

 

	1.0	 Compensation Governance 



 

	1.1	 Human Resources and Compensation Committee 



In 2018, the HRCC was composed of Richard Guay (Chair), André Bérard and Joey Saputo. No member of the HRCC is an officer,
executive or employee of the Corporation or of a subsidiary of the Corporation. All members of the HRCC are independent within the meaning of National Instrument 52-110 Audit Committees. 

The mandate of the HRCC consists of monitoring the performance assessment, succession planning and compensation of the Chief Executive Officer
(“CEO”), the Chief Financial Officer (“CFO”) and the three next most highly-compensated executive officers of the Corporation and its subsidiaries (collectively, the “Named Executive Officers” or
“NEOs”) and reviewing human-resources practices generally. Other responsibilities include: (i) appointing the executive officers of the Corporation upon recommendation of the CEO; (ii) reviewing the
performance evaluations of the NEOs; (iii) recommending the NEOs’ compensation levels to the Board of Directors; and (iv) retaining consulting services of outside experts for advice on executive compensation matters. 

 

	1.2	 The HRCC’s Role Regarding Compensation 



The HRCC monitors and assesses the performance of the NEOs and determines compensation levels on an annual basis. In its assessment of the
annual compensation of the NEOs, the HRCC takes into consideration the median compensation paid by other Canadian and American companies of comparable size and the absolute and relative performance of the Corporation relative to such other
companies. In addition, the HRCC takes into account other relevant factors such as pension benefits and costs. During the 2018 financial year, the HRCC held two (2) in camera sessions without members of management present at which the
HRCC discussed, among other things, the compensation of the President and CEO. 
 The following table sets out the respective roles of the
HRCC and management with regards to compensation decisions: 

  
 18 














					
	Compensation decisions	  	HRCC	  	Management
	Philosophy and policy	  	 ●  Work with management to develop
compensation philosophy and policy and review, approve and adopt the philosophy and policy.
	  	
●  Develop, recommend and implement compensation philosophy and policy.

 
 ●  Monitor actual practice to
ensure consistency with philosophy and policy and propose changes as appropriate.

	Plan design	  	 ●  Review, approve and adopt plan
objectives, plan type, eligibility, vesting provisions (including performance conditions) and other provisions such as change of control, death, disability, termination with/without cause, resignation, etc.
	  	
●  Work with HRCC to develop plan design.

 
 ●  Implement plan
design.

	Performance targets	  	 ●  Review, approve and adopt the
Corporation’s performance targets.
  

●  Receive division-level performance targets for information.

 
	  	
●  CEO recommends the Corporation’s performance targets for Board of Directors’
approval.
  
 ●  CEO
cross-calibrates and approves division-level performance targets.

	Performance evaluations	  	 ●  Conduct CEO performance evaluation.

 
 ●  Receive performance
evaluation information for succession planning purposes.
  
	  	
●  Conduct performance evaluations for direct reports and inform the HRCC for succession planning
purposes.
  

	Individual salary increases and incentive awards	  	 ●  Approve compensation for NEOs and
long-term incentive eligible groups.
	  	
●  CEO recommends compensation for NEOs and all long-term incentive eligible groups to the HRCC
for approval.


 The members of the HRCC have experience in executive compensation either as officers or directors of public
companies. The Board of Directors considers that the members of the HRCC together have the knowledge, the experience and the right profile in order to fulfill the HRCC mandate. As of December 31, 2018, none of the HRCC members was CEO of a
public company. 
 The following table sets out the HRCC members, their experience in executive compensation and their competencies and
experience in compensation policies and practices decision making: 
  

							
	Committee members		Independent		Direct experience in executive
compensation		Competencies and experience
in
compensation policies and practices decision-
making
	 Richard
Guay
		Yes		Ö		Ö
	
André Bérard
		Yes		Ö		Ö
	 Joey
Saputo
		Yes		Ö		Ö

  

	1.3	 Compensation Consultant 



The HRCC has the authority to retain independent consultants to advise the HRCC on compensation policy issues. 

During the 2016, 2017 and 2018 financial years, Willis Towers Watson (“WTW”) was retained by the HRCC to review the
compensation of executive positions and other matters relating to executive compensation. 
 The HRCC is not required to pre-approve other services that WTW or its affiliates provide to the Corporation at the request of management. 

  
 19 













 Executive Compensation and Succession Planning-Related Fees 

 

	(a)	 Executive Compensation and Succession Planning-Related Fees 



“Executive Compensation and Succession Planning-Related Fees” consist of fees for professional services billed by each consultant or
advisor, or any of its affiliates, that are related to determining compensation and succession planning for any of the Corporation’s directors and/or executive officers. WTW billed the Corporation $165,251 in Executive Compensation and
Succession Planning-Related Fees in the fiscal year 2016, $70,429 in 2017 and $221,718 in 2018. 
  

	(b)	 All Other Fees 



“All Other Fees” consist of fees for services that are billed by each consultant or advisor mentioned above and which are not
reported under “Executive Compensation and Succession Planning-Related Fees”. No other work was performed by WTW for the Corporation during the fiscal years 2016 and 2017. WTW billed the Corporation $11,198 in “All Other Fees” in
the fiscal year 2018. 
 Because of the policies and procedures that the HRCC and WTW have established, the HRCC is confident that the
advice it receives from any individual executive compensation consultant is objective and not influenced by WTW’s or its affiliates’ relationships with the Corporation. 

 

	1.4	 Managing Compensation Risk 



The Corporation’s compensation policies and practices encourage behaviour which aligns with the long-term interests of the Corporation
and its shareholders. The HRCC ensures that the policies, practices and plans respect applicable laws and continuously seeks improvement in compensation risk management monitoring. In fiscal 2018, the HRCC conducted their annual review of the
Corporation’s compensation program, policies and practices based on several criteria such as the governance of the plans, the nature and mix of performance measures, the weighting of the compensation elelemnts within the pay mix and the goal-setting process. Further to this review, the HRCC was satisfied that there are no risks arising from the Corporation’s compensation policies and practices that are reasonably likely to have a material
adverse effect on the Corporation. 
  

	1.5	 Clawback Policy 



The Corporation adopted a clawback policy with effect from January 1, 2015. This policy is designed to set the guidelines for recovery of
performance-based compensation of senior executives of the Corporation, including NEOs, in the event that, after the effective date, (i) the financial statements of the Corporation are restated as the direct or indirect result of fraud or
illegal misconduct on the part of one or more executives, and (ii) the amount of any performance-based compensation paid to any such executive for the year(s) in question would have been lower had it been calculated based on such restated
financial statements for the year(s) in question. See “Corporate Governance - Ethical Business Conduct” below. 
  

	1.6	 Anti-Hedging Policy 



The Corporation adopted an anti-hedging policy with effect from January 1, 2015. The policy prohibits directors and other senior
executives of the Corporation from using derivatives or other financial instruments to retain legal ownership of their shares in the Corporation while reducing their exposure to changes in the Corporation’s share price. See “Corporate
Governance - Ethical Business Conduct” below. 
  

	1.7.	 Succession Planning 



The Board of Directors of the Corporation has the mandate to review and support the succession plan for its senior officers and to ensure that
actions are taken to manage leadership and talent risk. Since 2014, successor identification efforts have been carried out and individual career plans drafted, resulting in many candidates moving into senior management positions (executive level).
The Board closely tracks the development of key talent at the Corporation, including planning for emergency replacements and contingencies. 

In 2018, the Board reviewed the high-potential and succession candidates for all business unit executive positions and members of the
Executive Committee, in Canada and the United States. More than 20 candidates underwent an exhaustive evaluation, consisting of interviews, psychometric tests, examination of strengths and areas for improvement, risk profiles, etc. Each


  
 20 













 
evaluation included a development plan to prepare the candidates to take on leading roles (executive level) over a time frame from six months to five years. The results of the psychometric tests
were shared with each candidate, and various coaching and development targets were identified and discussed during the sessions. Individual profiles, along with a consolidated analysis of the entire succession cohort, have given the Board a broad
appreciation of the leadership culture, business behaviours and key competencies that have been leveraged to respond to its various markets. The process not only engaged the senior management team in a structured process to develop its talent but
also provided information to the Board to allow it to play an active role in advancing succession at the Corporation. 
 In 2019, the
succession plan for the CEO will be the subject of even more specific measures to successfully complete the entire succession plan. The Board will be both the conductor and the architect of this part of the process. 

 

	2.0	 Determining Compensation 



 

	2.1	 Compensation Philosophy and Program Objectives 



Compensation is designed to attract, motivate and retain high-performing senior executives. The compensation program is intended to reward
overall operational performance and surplus cash creation and is closely linked to corporate performance (a pay-for-performance philosophy). The compensation program
aligns the executives’ interests with those of the Corporation’s shareholders by providing them with equity-based incentive plans and the opportunity for total compensation that is competitive with the compensation received by executives
employed by a group of comparable companies. 
  

	2.2	 Benchmarking Practices and Positioning 



The Corporation’s compensation philosophy for the President and CEO is to position base salary, total target cash compensation (base
salary and target short-term incentives) and total target direct compensation (total target cash compensation and long-term incentives) at the upper quartile of the Corporation’s comparator group. This target positioning is intended to reflect
the President and CEO’s role as founder of the Corporation. For the other NEOs, the Corporation’s target positioning is to align base salary, total target cash compensation and total target direct compensation at the median of the market,
with the possibility to reach the upper quartile for strong performance. 
 The composition of the comparator group is reviewed periodically
by the HRCC, to ensure its continued relevance. In 2018, WTW was mandated by the Board to conduct a thorough executive benchmarking review and provide market data for benchmarking aggregate total direct compensation and each individual element. As a
result of this review, the comparator group has been updated and is comprised of Canadian and American companies of similar size to the Corporation from various industries to reflect the scope of the executive roles, as well as other Canadian and
American companies with which the Corporation competes for executive talent within the same industry. 
 The comparator group is comprised
of five Canadian companies and twelve American companies listed below, with annual revenues between $1 billion and $16 billion (median revenues are in line with those of the Corporation) and also meeting one or more of the following
criteria: 
  

	 	●	 	 Operating in one of the following sectors: 



	 	–	 transportation/supply management 



	 	–	 large distribution network (e.g. retail/trade or consumer products) 



	 	–	 industrial/utilities 



	 	●	 	 Autonomous 



	 	●	 	 Publicly traded 



	 	●	 	 Entrepreneurial culture 



	 	●	 	 Growth by acquisitions 



Revenue size is considered relevant in selecting comparators given the correlation between pay levels and company size. The industry sector is
considered relevant in selecting comparators, as the Corporation competes directly with these organizations for customers, revenue, executive talent and capital. The nature of the organization (i.e., autonomous, publicly traded, entrepreneurial,
growth by acquisitions) is considered relevant as an indicator of the level of complexity, job scope and responsibility associated with senior executive positions. 

  
 21 













 The updated comparator group is comprised of the following companies: 

 

					
		 	 ●        Old Dominion Freight Line, Inc.
	  	 ●        Saia, Inc.

		 	 ●        Knight-Swift Transportation Holdings Inc.
	  	 ●        Schneider National Inc.

		 	 ●        JB Hunt Transport Services, Inc.
	  	 ●        YRC Worldwide Inc.

		 	 ●        ArcBest Corporation
	  	 ●        Canadian National Railway Company

		 	 ●        Landstar System, Inc.
	  	 ●        Werner Enterprises, Inc.

		 	 ●        C.H. Robinson Worldwide, Inc.
	  	 ●        Expeditors International of Washington, Inc.

		 	 ●        XPO Logistics, Inc.
	  	 ●        Canadian Pacific Railway Limited

		 	 ●        Air Canada
	  	 ●        Finning International Inc.

		 	 ●        Westjet Airlines Ltd.
	  	

 The median revenues of the comparator group is $5.34B versus the Corporation’s revenues of $5.12B and the
median market cap is $4.35B versus the Corporation’s $3.04B. 
  

	2.3	 Compensation Elements 



The Corporation’s executive compensation program is structured so as to have three main components: base salary, short-term incentives
(bonuses), and long-term incentives, including stock options and performance contingent restricted share units (“PCRSUs”). The following table sets out the Corporation’s plans by component of compensation and discusses how each
component relates to the Corporation’s overall executive compensation objective. 
  

							
	Compensation element	  	Form	  	Performance period	  	Objective
	Base Salary	  	Cash	  	Annual	  	 Immediate cash incentive for the
Corporation’s executive officers; should be at levels competitive with the comparator group that competes with the Corporation for business opportunities and executive talent.

 
 Ensure internal equity and competitiveness.

 

	Short-term incentive plan	  	Cash based on performance	  	Annual	  	 Encourage and reward performance
over the financial year compared to predefined goals and objectives and reflect progress toward company-wide performance objectives and personal objectives.
  

Reflect a pay-for-performance philosophy (corporate, business
unit and individual performance).

	Long-term incentive plan	  	Stock options (50%)	  	 7-year option term(1)
  

10-year option term(2)
	  	 Ensure that the
executive officers are motivated to achieve long-term growth of the Corporation and continuing increases in shareholder value and provide capital accumulation linked directly to the Corporation’s performance.

 
 75% of both long-term incentive plans are subject to
performance conditions at the date of grant or award. The other 25% is time-based.

	  	 PCRSUs (50%)

 
	  	34-month cliff vesting(3)
	Pension plans	  	Pension plan (defined benefits, defined contribution or RRSP)	  	Ongoing	  	 Attract and retain
highly-qualified executives by providing market-competitive benefits for income security in retirement.

	Health and other benefits and perquisites	  	 Health, dental, life, disability insurance plans

 
 Car allowance
	  	Ongoing	  	 Attract and retain healthy and
high-performing executives by providing market-competitive benefits and perquisites.


  

	(1)	 All grants after fiscal year 2010. 



	(2)	 All grants before fiscal year 2011. 



	(3)	 All grants after fiscal year 2016. 



The variable components of the Corporation’s executive compensation program are designed to closely link the compensation of the
Corporation’s NEOs, senior executives and management employees with the performance of the Corporation and its subsidiaries (a pay-for-performance philosophy). 


  
 22 














	2.3.1	 Base Salary 



In approving the base salary of the NEOs, including the President and CEO, the HRCC takes into consideration the salaries paid to senior
executives of other Canadian and American companies holding positions of similar importance, scope and complexity. The HRCC reviews the base salary of each NEO on a regular basis so that it may recommend to the Board of Directors that appropriate
adjustments be made thereto in order to ensure that the salaries of the Corporation’s NEOs remain competitive as per the compensation program objectives. 
  

	2.3.2	 Short-Term Incentive Plan 



NEOs and other senior executives of a group or division within the Corporation are eligible to receive an annual bonus under a short-term
incentive plan (“STIP”). The STIP provides an opportunity to receive an annual cash payment based on the degree of achievement of objectives set by the Board of Directors upon recommendation by the HRCC. The objectives of the STIP
are to reward achievement based on the Corporation’s financial performance and strengthen the link between pay and performance. 
 The
following table sets out the performance weightings and the potential STIP payouts as a percentage of base salary for the NEOs in 2018: 
  

									
	Name	  	Target payout as a
percentage of base
salary	  	Financial objectives(1)	  	
Individual / Non-

financial strategic
objectives

	  	Performance indicator	  	Weighting	  	Weighting
	
Alain Bédard
	  	200%	  	Revenues, Operating Earnings, EBITDA, EBITDAR and Cash flow(2)	  	80%(3)	  	20%(4)
	
Gregory W. Rumble
	  	75%	  	Operating Earnings of the Corporation	  	80%	  	20%
	
Rick Hashie
	  	70%	  	Business Unit Operating Earnings	  	80%	  	20%
	
Brian Kohut
	  	75%	  	Business Unit Operating Earnings	  	80%	  	20%
	
Robert McGonigal
	  	70%	  	Business Unit Operating Earnings	  	80%	  	20%

  

	(1)	 A minimum performance threshold of 80% is required to receive a STIP payout under the financial objectives.




	(2)	 Performance indicators for the CEO are based on corporate financial measures. 



	(3)	 Weighting for financial objectives performance indicators is 16% for each respective criterion, for a total
of 80%. 



	(4)	 The CEO has two non-financial strategic objectives and weighting for
each objective is 10%, for a total of 20%. 


 For the CEO, Alain Bédard, the 2018 STIP is based 80% on financial
objectives of the Corporation and 20% on non-financial strategic objectives. In order to be eligible to receive any payout under the 2018 STIP in respect of the financial-objectives component, a minimum
performance threshold of 80% of the budgeted Revenues/Operating Earnings/Earnings before interest, taxes, depreciation and amortization (“EBITDA”)/Earnings before interest, taxes, depreciation, amortization and rent
(“EBITDAR”)/Cash flow measures is required. 
 For the CFO, Gregory W. Rumble (since retired), 80% of the 2018 STIP is
based on Operating Earnings of the Corporation and 20% on individual objectives. For other NEOs, 80% of the 2018 STIP is based on attainment of budgeted Operating Earnings in their respective business units and 20% is based on individual objectives.

 The Board of Directors, upon recommendation by the HRCC, may modify actual STIP awards either upwards or downwards taking into
consideration exceptional circumstances as deemed appropriate. The overall mix of financial objectives reflects the Corporation’s balanced focus on top-line growth as well as bottom-line profitability. As
well, for other NEOs, the STIP performance indicators recognize the importance of the strong entrepreneurial culture and the autonomy of each entity within the Corporation. 

For the 2018 fiscal year, the HRCC approved the payment of an aggregate of $5,502,907 under the STIP for the NEOs, of which $3,057,889 was in
USD. The aggregate amount is in Canadian dollars and the US portion was converted to Canadian dollars based on the average Bank of Canada daily exchange rate for 2018 (1.00 USD = 1.2957 CAD). 

  
 23 













 Target performance goals in 2018 

The following table sets out the impact of the Corporation’s financial performance on the compensation earned by the NEOs during fiscal
year 2018. 
 Chief Executive Officer (“CEO”) 
  

					
	Corporate metrics	  	Target objectives in 
$000’s(3)   	  	Achievement in 2018(4)
	
Revenues(1)
	  	4,326,547	  	 The Corporation met 101.68% of
its target Revenues objectives

	
EBITDAR
	  	749,454	  	 The Corporation met 110.44% of
its target EBITDAR objectives

	
EBITDA
	  	600,525	  	 The Corporation met 113.93% of
its target EBITDA objectives

	
Operating Earnings
	  	342,559	  	 The Corporation met 123.92% of
its target Operating Earnings objectives

	
Cash flow(2)
	  	428,728	  	 The Corporation met 119.60% of
its target Cash flow objectives


  

	(1)	 Revenues before fuel surcharge. 



	(2)	 Net cash from operating activities before net change in non-cash
operating working capital. 



	(3)	 CEO is eligible for over-achievement as at least 95% of each objective was attained. 



	(4)	 Results exclude significant acquisitions. 



For the CEO, the following non-financial objectives were also identified and measured in 2018: 

 

					
	Objectives	 	  	  	Achievement in 2018
	 Identify acquisition opportunities
and when acquired and integrated, accomplish financial and non-financial objectives and/or develop a strategy to enhance shareholder value by reengineering the applicable business segments to ensure they are
best structured.
	 	 	  	 The objectives were met at
100%

	 Develop a compelling vision for an
organizational effectiveness that will build a strong team of highly-experienced operators that will capitalize on the capabilities of the Corporation to respond to a turbulent economic environment.
	 	 	  	 The objectives were met at
100%


 CFO 
 (Corporate)

  

					
	  

Corporate metrics
  
	  	Target objectives in $000’s  	  	Achievement in 2018(1)
	
Operating Earnings
	  	342,559	  	 The Corporation met 123.92% of
its target Operating Earnings objectives(2)



	(1)	 Results exclude significant acquisitions. 



	(2)	 The CFO’s 2018 STIP payout was at 125%. 



Other NEOs 
  

									
	NEOs	  	Metrics	  	 Target
Objectives  
 in $000’s  
	  	Main segment of activity(1)  
	  	Achievement in 2018
	
Rick Hashie
	  	Operating Earnings	  	42,349	  	Less-Than-Truckload and Package & Courier	  	Objectives met at 125%(2)
	
Brian Kohut
	  	Operating Earnings	  	76,382	  	Package & Courier	  	Objectives met at 125%(3)
	
Robert McGonigal
	  	Operating Earnings	  	18,948	  	Less-Than-Truckload and Specialized Truckload	  	Objectives met at 125%(4)


	(1)	 These are the main segments of activities of the respective NEOs. However, not all divisions within a segment
of activity are within the scope of the respective NEOs. 



	(2)	 Rick Hashie is eligible for over-achievement performance payment on financial criteria. The 2018 STIP
financial objectives payout was at 125%. 



	(3)	 Brian Kohut is eligible for over-achievement performance payment on financial criteria. The 2018 STIP
financial objectives payout was at 125%. 



	(4)	 Robert McGonigal is eligible for over-achievement performance payment on financial criteria. The 2018 STIP
financial objectives payout was at 125%. 



  
 24 














	2.3.3	 Long-Term Incentive Plans 



Long-Term Incentive Policy 
 The
Corporation’s long-term incentive philosophy is to provide executives with long-term compensation that aligns their interests with those of shareholders. Besides the link with the long-term performance of the stock, the long-term incentive
plans are also subject to rigorous performance hurdles that further ensures that pay is aligned with performance. The following table summarizes our long-term Incentive policy in this regard: 

 

																					
	
Long-Term Incentive

Vehicle
		    Weighting of Total LTIP    		Performance-bases long-term 
incentives		Non-performance-based  

long-term incentives  
		            Weighting            
		  Range of performance  		Weighting  
	
Stock Options
		50%		75%		0%-133%		25%
	
PCRSUs
		50%		75%		0%-133%		25%
	
Total
		100%		75%		0%-133%		25%


 Performance-based long-term incentives 

As mentioned above a large portion (75%) of our long-term incentives are subject to performance conditions. The performance hurdle is applied
at grant date and subjects grant levels to an EBIT condition. The performance grid that determines the level of grant of performance-based long-term incentives for various levels of attainment of EBIT is detailed in the following table: 

 

			
	Performance-based Stock Options and PCRSUs granted by level of performance
	Level of attainment of EBIT objective in relation to target	  	 Percentage of
Stock Options and PCRSUs granted or awarded in
 relation to target grant or award

	Below 80%	  	0%
	Between 80% and 90%	  	Between 46.67% and 86.67%
	Between 90% and 100%	  	Between 86.67% and 100%
	Between 100% and 110%	  	Between 100% and 113.33%
	Above 110%	  	133.33%


 Time-based long-term incentives 

Time-based long-term incentives represent 25% of total long-term incentives and are principally granted or awarded for retention purposes.

 Determination of grant and award sizes for 2018 

The following table sets out the level of attainment of the performance measure for purposes of the 2018 grant: 

 

																																				
	
Financial

Indicators
		Target
Objective in
$000’s(1)		Achievement
in $000’s		Performance-based long-term incentives		Time-based 
long-term incentives
		  Weighting    		Level of
attainment
of target		Percentage of LTI to 
be granted or awarded 
as percentage of target 		  Weighting  		Granted or awarded
as percentage of
target
	EBIT(2)		363,161 (3)		302,779		75%		83.37%		60.2%		25%		100%


  

	 	(1)	 The financial objective was measured over a reference from January 1, 2018 to December 31, 2018.




	 	(2)	 Significant acquisitions were not included. 



	 	(3)	 Weighting for target objective is based 100% on EBIT. 



The following table sets out the guideline LTI award, the target number of options and/or PCRSUs that can be granted or awarded and the number
of actual stock options granted and PCRSUs awarded to NEOs under the 2018 grant - Reference period: January 1, 2018 to December 31, 2018. 

  
 25 













 
																										
	Name		Guideline LTI
award
(% of base salary)		Target grant of options
(#)(1)
(50% of the guideline)		Actual option
grant
(#)(2)(4)		Target award of
PCRSUs
award
(#)(1)
(50% of the guideline)		Actual Award of
PCRSUs
(#)(3)
	 Alain
Bédard
		200%		289,011		202,655		43,947		30,816
	 Gregory W.
Rumble
		90%		59,341		41,610		9,023		6,327
	 Rick
Hashie
		70%		24,464		17,154		3,720		2,609
	 Brian
Kohut
		90%		42,033		29,474		6,392		4,482
	 Robert
McGonigal
		70%		23,571		16,528		3,584		2,513


  

							
	 (1)
	  	 Target number of stock options and PCRSUs that can be awarded in 2018 if the target financial objective is fully
met.
	  	
	 (2)
	  	 Option grant size =
	  	 Average Base Salary X LTI guideline level X 50% X Performance Factor
	  	
		  		  	 Reference grant price X Black-Scholes valuation ratio
	  	
	 (3)
	  	 PCRSU award size =
	  	 Average Base Salary X LTI guideline level X 50% X Performance Factor
	  	
		  		  	 Reference grant price
	  	
	 (4)
	  	 For the 2018 stock option grants, a Black-Scholes valuation ratio of 15.2% and a reference grant price of $29.92
were used. The reference grant price is based on the volume weighted average trading price of the common shares of the Corporation on the TSX for the last five days on which the shares traded on the TSX immediately prior to the day on which the
option is granted.



 Determination of grant and award sizes for previous years 

 

																																				
	Year		Target
Objective
in $000’s		 Achievement 
in $000’s		Performance-based long-term incentives		Time-based long-term incentives
		  Weighting  		Level of
  attainment of  
target		Percentage of LTI to be
granted or awarded as
percentage of target		  Weighting  		Granted or awarded
as percentage of
target
	 2017(1)
		$152,261		$145,729		75%		95.71%		94.3%		25%		100%
	
2016
		$311,840		$285,697		75%		91.62%		88.8%		25%		100%
	
2015
		$295,377		$290,767		75%		98.4%		97.9%		25%		100%
	
2014
		$254,719		$219,506		75%		86.2%		71.5%		25%		100%

  

	 	(1)	 The financial objective was measured over a reference from July 1, 2016 to December 31, 2016 –
6 months. 


 Performance Contingent Restricted Share Units 

On July 24, 2014, the Board of Directors established the Performance Contingent Restricted Share Unit Plan for officers and employees of
the Corporation and its subsidiaries (the “PCRSU Plan”). The PCRSU Plan was amended by the Board of Directors on July 1, 2014 and was amended effective on January 1, 2016, December 8, 2016 and December 23,
2016, respectively. The following is a description the current features of the PCRSU Plan: 
  

	(a)	 the Board of Directors of the Corporation may from time-to-time by resolution award PCRSUs to officers and/or employees of the Corporation and its subsidiaries; 


  

	(b)	 following the December 8, 2016 amendment, PCRSUs vest on the “Payment Date”, defined as
approximately 34 months following the “Award Date” for grants after fiscal year 2016; in the month of December of the second preceding calendar year, following the Award Date of such Award; 



 

	(c)	 during the term of a PCRSU, in the event that the Corporation declares and pays a cash dividend on its
common shares, PCRSU participants shall be entitled to receive “Dividend Equivalents” in the form of additional PCRSUs; the Corporation shall credit to a PCRSU participant, in respect of each PCRSU held by such participant, an additional
fraction of a PCRSU calculated by dividing the per share amount of the cash dividend by the volume weighted average trading price of the Corporation’s shares for the five trading days preceding the date on which the dividend is paid by the
Corporation; such additional fractions of PCRSUs vest on the “Payment Date” for the Award on which they have been credited; 


  

	(d)	 PCRSUs awarded under the PCRSU Plan are not transferable other than by will or by the laws of succession of
the domicile of a deceased PCRSU participant; 



  
 26 














	(e)	 no PCRSU awarded under the PCRSU Plan can be pledged, charged, transferred, assigned or otherwise encumbered
or disposed of, on pain of nullity; 


  

	(f)	 if a PCRSU participant takes normal retirement (as defined in the PCRSU Plan), such Participant shall
continue benefiting from his or her rights thereunder until the Payment Date; 


  

	(g)	 if a PCRSU participant’s employment with the Corporation is terminated for cause or the participant
resigns from his/her employment, any PCRSU not vested prior to the time of delivery by the Corporation to such PCRSU participant of a letter of termination of employment with the Corporation shall immediately lapse and become null and void upon such
delivery; 


  

	(h)	 upon a PCRSU participant’s employment or office with the Corporation terminating or ending by reason of
involuntary termination without cause, death, disability or early retirement (as defined in the PCRSU Plan), the PCRSUs held by the participant shall be adjusted proportionally to the number of days worked during the period that begins on the date
of the award set out in the Notice of Award and which ends of the applicable Deemed Date of Termination, by multiplying the number of PCRSUs held by the Participant by a fraction, the numerator of which is the number of days elapsed from the date of
the award to the Deemed Date of Termination and the denominator of which is equal to the number of days representing the full vesting period for the Grant. The resulting number of adjusted PCRSUs shall be the number of PCRSUs that shall be redeemed
on the applicable Deemed Date of Termination and all other PCRSUs become null and void; 


  

	(i)	 PCRSUs awarded pursuant to the PCRSU Plan are redeemed in “stock bought in the open market” less
required statutory deductions; 


  

	(j)	 in the event of any reorganization, change in the number of issued and outstanding shares by reason of any
stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change, an equitable adjustment shall be made by the HRCC, by adjusting (i) the kind of
shares deliverable under the Plan, (ii) the number and/or kind of shares underlying outstanding PCRSUs, (iii) the factors and manner in which the settlement amount of a PCRSU is to be determined, or (iv) any other term or condition of
the PCRSUs. Such adjustment shall be final and binding on all parties; 


  

	(k)	 if within twelve months of a change of control, (i) a participant’s employment with the
Corporation is terminated without cause; or (ii) a participant voluntarily terminates his or her employment following a change in the participant’s position, conditions or location of employment, or responsibilities, then in such event all
of the participant’s unvested PCRSUs shall vest on the last day of active employment of the participant, notwithstanding the provisions of paragraphs (f), (g), (h) and (i) above. The redemption price of each PCRSU shall correspond to the
volume weighted average price for the five trading days preceding such last day of active employment and the Corporation shall make payment to the participant in accordance with the rules of the PCRSU Plan, as adjusted. However, if a participant
maintains employment in a position equivalent to the position he or she held before the change of control, the vesting of the PCRSUs shall follow its normal course in accordance with the PCRSU Plan; and 



 

	(l)	 the Board of Directors of the Corporation may make the following types of amendments to the PCRSU Plan
without seeking approval from the shareholders of the Corporation: (i) amendments of a “housekeeping” or ministerial nature, including any amendment for the purpose of curing any ambiguity, error or omission in the PCRSU Plan or to
correct or supplement any provision of the PCRSU Plan that is inconsistent with any other provision of the PCRSU Plan; (ii) amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules,
regulations and policies of the TSX); (iii) amendments necessary in order for PCRSUs to qualify for favourable treatment under applicable taxation laws; (iv) amendments respecting administration of the PCRSU Plan; (v) any amendment to the
“vesting” provisions of the PCRSU Plan or any PCRSU; (vi) any amendment to the early termination provisions of the PCRSU Plan or any PCRSU, whether or not such PCRSU is held by an “insider” of the Corporation, provided such
amendment does not entail an extension beyond the original expiry date; (vii) the addition or modification of the redemption feature, payable in shares of the Corporation bought in the market; (viii) amendments necessary to suspend or
terminate the PCRSU Plan; and (ix) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law. 



  
 27 













 2019 Stock Option Plan 

On February 26, 2019, the Board of Directors of the Corporation established the 2019 Stock Option Plan for officers and employees of the
Corporation and its subsidiaries (the “2019 Plan”) in that there was no further capacity to grant stock options under the 2012 Stock Option Plan of the Corporation (the “2012 Plan”). At the Meeting,
shareholders will be asked to approve the 2019 Plan. See “Ratification, Confirmation and Approval of 2019 Stock Option Plan” below. If approved by shareholders at the Meeting, the 2019 Plan will replace the 2012 Plan, in that no
further stock options will be granted under the 2012 Plan. The 2012 Plan will continue to apply to the options currently outstanding thereunder and such options may continue to be exercised in accordance with the 2012 Plan. The following is a
description of certain features of the 2019 Plan, as required by the TSX: 
  

	(a)	 the Board of Directors of the Corporation may from time-to-time by resolution grant options to purchase common shares to officers and/or employees of the Corporation and its subsidiaries, provided that the total number of shares to be issued under the 2019
Plan does not exceed the number set out in paragraph (b) below. Options may be granted by the Corporation only pursuant to resolutions of the Board of Directors; 



 

	(b)	 the maximum number of common shares that can be issued upon the exercise of options granted under the 2019
Plan is 5,000,000, representing 5.8% of the issued and outstanding shares of the Corporation as of the close of business on December 31, 2018; 


  

	(c)	 no option may be granted under the 2019 Plan to any optionee unless the aggregate number of common shares:
(i) issued to “insiders” within any one-year period; and (ii) issuable to “insiders” at any time, under the 2019 Plan, or when combined with all of the Corporation’s other
security-based compensation arrangements, could not exceed 10% of the total number of issued and outstanding common shares of the Corporation. For the purpose of the 2019 Plan, the term “insider” means “reporting insiders” as
defined in National Instrument – 55-104 Insider Reporting Requirements and Exemptions; 


  

	(d)	 no single person can hold at any time options covering more than 5% of the number of issued and outstanding
shares of the Corporation from time-to-time. In addition, it will not be permitted to issue to an “insider” or to any associate of an “insider”,
within a one-year period, upon the exercise of options granted pursuant to the 2019 Plan, a number of shares exceeding 5% of the number of issued and outstanding shares of the Corporation from time-to-time; 


  

	(e)	 the exercise price of options granted under the 2019 Plan is fixed by the Board of Directors at the time of
the grant of the options, but cannot be less than the volume weighted average trading price of the common shares of the Corporation on the TSX for the last five days on which the common shares traded on the TSX immediately prior to the day on which
the option is granted; 


  

	(f)	 the maximum period during which an option may be exercised is seven years from the date on which it is
granted, subject to the condition that if an option is to expire during a period when the optionee is prohibited by the Corporation from trading in the shares of the Corporation pursuant to its rules of conduct and other policies, or within ten
business days of the expiry of such “blackout period”, the term of such option will be automatically extended for a period of ten business days immediately following the end of the “blackout period”; 



 

	(g)	 at the time of granting an option, the Board of Directors, at its discretion, may set a “vesting
schedule”, that is, one or more dates from which an option may be exercised in whole or in part; 


  

	(h)	 options granted under the 2019 Plan are not transferable other than by will or by the laws of succession of
the domicile of a deceased optionee; 


  

	(i)	 no option granted under the 2019 Plan can be pledged, charged, transferred, assigned or otherwise encumbered
or disposed of, on pain of nullity; 


  

	(j)	 if an optionee’s employment with the Corporation is terminated for serious reason, any option not
exercised prior to the time of delivery by the Corporation to such optionee of a letter of termination of employment with the Corporation shall immediately lapse and become null and void upon such delivery; 



  
 28 














	(k)	 if an optionee takes a normal retirement (as defined in the Plan), the optionee shall be entitled to
exercise his rights under such option and continue benefiting from his rights during the three years following the commencement of his retirement or until the expiration of the term of the option, whichever occurs earlier. At the end of such
three-year period, the option term shall be deemed to have lapsed; 


  

	(l)	 if an optionee takes early retirement (as defined in the Plan), dies or becomes, in the determination of the
Board of Directors, permanently disabled, while employed by the Corporation, any “vested” option or unexercised part thereof granted to such optionee may be exercised by the optionee or the person to whom the option is transferred by will
or the laws of succession and distribution only for that number of common shares which the optionee was entitled to acquire under the option at the time of his retirement, death or permanent disability, as the case may be. Any such
“vested” option may be exercised within one year after the optionee’s retirement, death or permanent disability, as the case may be, or prior to the expiry of the term of the option, whichever occurs earlier. Any “unvested”
options at the time of retirement will become null and void upon retirement, death of permanent disability; 


  

	(m)	 upon an optionee’s employment or office with the Corporation terminating or ending otherwise than by
reason of retirement, death, permanent disability or termination for serious reason, any option or unexercised part thereof granted to such optionee may be exercised by the optionee only for that number of common shares which the optionee was
entitled to acquire under the option at the time of delivery by the Corporation to the optionee of a letter of termination of the optionee’s employment or office with the Corporation. Any such “vested” option may be exercised within
30 days after such delivery or prior to the expiry of the term of the option, whichever occurs earlier; 


  

	(n)	 the 2019 Plan does not provide for financial assistance from the Corporation to option holders;



  

	(o)	 options granted under the 2019 Plan may be exercised by the “cash exercise” or “cashless
exercise” method. An optionee may use the “cash exercise” method in respect of certain shares subject to an option and simultaneously use the “cashless exercise” method in respect of other shares subject to the same option;



  

	(p)	 under the “cash exercise” method, an option granted under the 2019 Plan may be exercised by the
optionee (or his personal representatives or legatees) giving notice in writing to the Secretary of the Corporation at its head office, which notice must specify the method of exercise and the number of shares in respect of which the option is being
exercised and which must be accompanied by full payment, by cash or certified cheque, of the purchase price for the number of shares specified. Upon such exercise of the option, subject to paragraph (r) below, the Corporation will forthwith
cause the transfer agent and registrar of its common shares to deliver to the optionee (or his personal representatives or legatees) a certificate in the name of the optionee representing in the aggregate such number of shares as the optionee (or
his personal representatives or legatees) shall have then paid for and as are specified in such written notice of exercise of option; 


  

	(q)	 under the “cashless exercise” method, an option granted under the 2019 Plan may be exercised by
the optionee (or his personal representatives or legatees) giving notice in writing to the Secretary of the Corporation at its head office, which notice must specify the method of exercise and the number of shares in respect of which the option is
being exercised and which must be accompanied by full payment, by cash or certified cheque, of the purchase price for the number of shares specified. Upon such exercise of the option, subject to paragraph (r) below, the Corporation will
forthwith cause the sale of the number of shares in respect of which the option is being exercised directly on the open market. The proceeds from the sale of the shares will be used first to pay any commissions or fees in connection with such sale
and, upon written instructions from the optionee, to repay any loan incurred by the optionee in connection with the exercise of the option, as the case may be. The balance of the proceeds will be paid to the optionee; 



 

	(r)	 if the Corporation is required under the Income Tax Act (Canada) or any other applicable law to remit
to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the exercise of an option by an optionee, then the optionee must, concurrently with the exercise of the option: 



 

	 	(i)	 pay to the Corporation, in addition to the exercise price for the options, sufficient cash as is determined
by the Corporation, in its sole discretion, to be the amount necessary to fund the required tax remittance; 


  

	 	(ii)	 authorize the Corporation, on behalf of the optionee, to sell in the market, on such terms and at such time
or times as the Corporation determines, in its sole discretion, such portion of the common shares being issued upon exercise of the option as is required to realize cash proceeds in an amount necessary to fund the required tax remittance; or



  

	 	(iii)	 make other arrangements acceptable to the Corporation, in its sole discretion, to fund the required tax
remittance; 



  
 29 














	(s)	 in the event that the Corporation proposes to amalgamate or merge with another company (other than a
wholly-owned subsidiary of the Corporation), or to liquidate, dissolve or wind-up, or in the event that an offer to purchase common shares of the Corporation is made to all shareholders of the Corporation,
other than the offeror or offerors, the Corporation has the right, upon written notice to each optionee holding options under the 2019 Plan, to permit the exercise of all options outstanding under the 2019 Plan within a 20-day period following the date of such notice and to determine that upon the expiry of such 20-day period, all options terminate and cease to have effect;



  

	(t)	 if within twelve months of a change of control (as defined below), (i) an optionee’s employment with
the Corporation is terminated without cause; or (ii) an optionee voluntarily terminates his or her employment following a change in the optionee’s position, conditions or location of employment, or responsibilities, then in any such event
all of the optionee’s unvested options shall vest on the last day of active employment of the optionee and shall be exercisable within 30 days after the last day of active employment or prior to the expiration of the term of the option,
whichever occurs earlier. However, if an optionee maintains employment in a position equivalent to the position he or she held before the change of control, the vesting of the options shall follow its normal course in accordance with the
2019 Plan. For the purpose of this paragraph, “change of control” means the occurrence of any of the following events: (i) the sale of all or substantially all of the assets of the Corporation on a consolidated basis, in one
transaction or a series of related transactions, to a person that is at arm’s length from the Corporation, such that, for greater certainty, an internal reorganization shall not constitute a change of control; (ii) a merger, reorganization
or other similar transaction pursuant to which the holders of the Corporation’s outstanding voting rights immediately prior to such transaction do not own a majority of the outstanding voting rights of the resulting or successor entity (or its
ultimate parent, if applicable) immediately upon completion of such transaction, or (iii) any person or a group of persons acting jointly or in concert becoming the beneficial owner, directly or indirectly, of shares carrying at least a
majority of the outstanding voting rights of the Corporation; 


  

	(u)	 approval by the shareholders of the Corporation is required for the following amendments to the 2019 Plan:
(i) amendments to the number of shares issuable under the 2019 Plan, including an increase to a maximum percentage or number of shares; (ii) any amendment to the 2019 Plan that increases the length of the “blackout” extension
period; (iii) any amendment which reduces the exercise price or purchase price of an option, whether or not such option is held by an “insider” of the Corporation; (iv) any amendment extending the term of an option beyond its
original expiry date, whether or not such option is held by an “insider” of the Corporation, except as otherwise permitted by the 2019 Plan; and (v) amendments required to be approved by shareholders under applicable law (including,
without limitation, the rules, regulations and policies of the TSX); and 


  

	(v)	 the Board of Directors of the Corporation may make the following types of amendments to the 2019 Plan
without seeking approval from the shareholders of the Corporation: (i) amendments of a “housekeeping” or ministerial nature, including any amendment for the purpose of curing any ambiguity, error or omission in the 2019 Plan or to
correct or supplement any provision of the 2019 Plan that is inconsistent with any other provision of the 2019 Plan; (ii) amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules,
regulations and policies of the TSX); (iii) amendments necessary in order for options to qualify for favourable treatment under applicable taxation laws; (iv) amendments respecting administration of the 2019 Plan; (v) any amendment to the
“vesting” provisions of the 2019 Plan or any option; (vi) any amendment to the early termination provisions of the 2019 Plan or any option, whether or not such option is held by an “insider” of the Corporation, provided such
amendment does not entail an extension beyond the original expiry date; (vii) the addition of any form of financial assistance by the Corporation for the acquisition by all or certain categories of eligible participants of shares under the 2019
Plan, and the subsequent amendment of any such provisions; (viii) the addition or modification of a cashless exercise feature, payable in cash or shares of the Corporation; (ix) amendments necessary to suspend or terminate the 2019 Plan;
and (x) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law. 


 2012
Stock Option Plan 
 On April 26, 2012, the Board of Directors of the Corporation established the 2012 Plan for officers and
employees of the Corporation and its subsidiaries. The shareholders of the Corporation approved the 2012 Plan on April 26, 2013. The 2012 Plan incorporates amendments adopted by the Board of Directors on February 28, 2013 and
July 24, 2014, respectively. 

  
 30 













 The 2012 Plan replaced the 2008 Stock Option Plan of the Corporation (the “2008
Plan”), in that no further stock options have been granted under the 2008 Plan. The following is a description of certain features of the 2012 Plan, as required by the TSX: 

 

	(a)	 the Board of Directors of the Corporation may from time-to-time by resolution grant options to purchase common shares to officers and/or employees of the Corporation and its subsidiaries, provided that the total number of shares to be issued under the 2012
Plan does not exceed the number set out in paragraph (b) below. Options may be granted by the Corporation only pursuant to resolutions of the Board of Directors; 



 

	(b)	 the maximum number of common shares that can be issued upon the exercise of options granted under the 2012
Plan is 5,979,201, representing 6.92% of the issued and outstanding shares of the Corporation as of the close of business on December 31, 2018; 


  

	(c)	 no option may be granted under the 2012 Plan to any optionee unless the aggregate number of common shares:
(i) issued to “insiders” within any one-year period; and (ii) issuable to “insiders” at any time, under the 2012 Plan, or when combined with all of the Corporation’s other
security-based compensation arrangements, could not exceed 10% of the total number of issued and outstanding common shares of the Corporation. For the purpose of the 2012 Plan, the term “insider” means “reporting insiders” as
defined in National Instrument – 55-104 Insider Reporting Requirements and Exemptions; 


  

	(d)	 no single person can hold at any time options covering more than 5% of the number of issued and outstanding
shares of the Corporation from time-to-time. In addition, it will not be permitted to issue to an “insider” or to any associate of an “insider”,
within a one-year period, upon the exercise of options granted pursuant to the 2012 Plan, a number of shares exceeding 5% of the number of issued and outstanding shares of the Corporation from time-to-time; 


  

	(e)	 the exercise price of options granted under the 2012 Plan is fixed by the Board of Directors at the time of
the grant of the options, but cannot be less than the volume weighted average trading price of the common shares of the Corporation on the TSX for the last five days on which the common shares traded on the TSX immediately prior to the day on which
the option is granted; 


  

	(f)	 the maximum period during which an option may be exercised is seven years from the date on which it is
granted, subject to the condition that if an option is to expire during a period when the optionee is prohibited by the Corporation from trading in the shares of the Corporation pursuant to its rules of conduct and other policies, or within ten
business days of the expiry of such “blackout period”, the term of such option will be automatically extended for a period of ten business days immediately following the end of the “blackout period”; 



 

	(g)	 at the time of granting an option, the Board of Directors, at its discretion, may set a “vesting
schedule”, that is, one or more dates from which an option may be exercised in whole or in part; 


  

	(h)	 options granted under the 2012 Plan are not transferable other than by will or by the laws of succession of
the domicile of a deceased optionee; 


  

	(i)	 no option granted under the 2012 Plan can be pledged, charged, transferred, assigned or otherwise encumbered
or disposed of, on pain of nullity; 


  

	(j)	 if an optionee’s employment with the Corporation is terminated for serious reason, any option not
exercised prior to the time of delivery by the Corporation to such optionee of a letter of termination of employment with the Corporation shall immediately lapse and become null and void upon such delivery; 



 

	(k)	 if an optionee takes a normal retirement (as defined in the Plan), the optionee shall be entitled to
exercise his rights under such option and continue benefiting from his rights during the three years following the commencement of his retirement or until the expiration of the term of the option, whichever occurs earlier. At the end of such
three-year period, the option term shall be deemed to have lapsed; 


  

	(l)	 if an optionee takes early retirement (as defined in the Plan), dies or becomes, in the determination of the
Board of Directors, permanently disabled, while employed by the Corporation, any “vested” option or unexercised part thereof granted to such optionee may be exercised by the optionee or the person to whom the option is transferred by will
or the laws of succession and distribution only for that number of common shares which the optionee was entitled to acquire under the option at the time of his retirement, death or permanent disability, as the case may be. Any such
“vested” option may be exercised within one year after the optionee’s retirement, death or permanent disability, as the case may be, or prior to the expiry of the term of the option, whichever occurs earlier. Any “unvested”
options at the time of retirement will become null and void upon retirement, death of permanent disability; 



  
 31 














	(m)	 upon an optionee’s employment or office with the Corporation terminating or ending otherwise than by
reason of retirement, death, permanent disability or termination for serious reason, any option or unexercised part thereof granted to such optionee may be exercised by the optionee only for that number of common shares which the optionee was
entitled to acquire under the option at the time of delivery by the Corporation to the optionee of a letter of termination of the optionee’s employment or office with the Corporation. Any such “vested” option may be exercised within
30 days after such delivery or prior to the expiry of the term of the option, whichever occurs earlier; 


  

	(n)	 the 2012 Plan does not provide for financial assistance from the Corporation to option holders;



  

	(o)	 options granted under the 2012 Plan may be exercised by the “cash exercise” or “cashless
exercise” method. An optionee may use the “cash exercise” method in respect of certain shares subject to an option and simultaneously use the “cashless exercise” method in respect of other shares subject to the same option;



  

	(p)	 under the “cash exercise” method, an option granted under the 2012 Plan may be exercised by the
optionee (or his personal representatives or legatees) giving notice in writing to the Secretary of the Corporation at its head office, which notice must specify the method of exercise and the number of shares in respect of which the option is being
exercised and which must be accompanied by full payment, by cash or certified cheque, of the purchase price for the number of shares specified. Upon such exercise of the option, subject to paragraph (r) below, the Corporation will forthwith
cause the transfer agent and registrar of its common shares to deliver to the optionee (or his personal representatives or legatees) a certificate in the name of the optionee representing in the aggregate such number of shares as the optionee (or
his personal representatives or legatees) shall have then paid for and as are specified in such written notice of exercise of option; 


  

	(q)	 under the “cashless exercise” method, an option granted under the 2012 Plan may be exercised by
the optionee (or his personal representatives or legatees) giving notice in writing to the Secretary of the Corporation at its head office, which notice must specify the method of exercise and the number of shares in respect of which the option is
being exercised and which must be accompanied by full payment, by cash or certified cheque, of the purchase price for the number of shares specified. Upon such exercise of the option, subject to paragraph (r) below, the Corporation will
forthwith cause the sale of the number of shares in respect of which the option is being exercised directly on the open market. The proceeds from the sale of the shares will be used first to pay any commissions or fees in connection with such sale
and, upon written instructions from the optionee, to repay any loan incurred by the optionee in connection with the exercise of the option, as the case may be. The balance of the proceeds will be paid to the optionee; 



 

	(r)	 if the Corporation is required under the Income Tax Act (Canada) or any other applicable law to remit
to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the exercise of an option by an optionee, then the optionee must, concurrently with the exercise of the option: 



 

	 	(i)	 pay to the Corporation, in addition to the exercise price for the options, sufficient cash as is determined
by the Corporation, in its sole discretion, to be the amount necessary to fund the required tax remittance; 


  

	 	(ii)	 authorize the Corporation, on behalf of the optionee, to sell in the market, on such terms and at such time
or times as the Corporation determines, in its sole discretion, such portion of the common shares being issued upon exercise of the option as is required to realize cash proceeds in an amount necessary to fund the required tax remittance; or



  

	 	(iii)	 make other arrangements acceptable to the Corporation, in its sole discretion, to fund the required tax
remittance; 


  

	(s)	 in the event that the Corporation proposes to amalgamate or merge with another company (other than a
wholly-owned subsidiary of the Corporation), or to liquidate, dissolve or wind-up, or in the event that an offer to purchase common shares of the Corporation is made to all shareholders of the Corporation,
other than the offeror or offerors, the Corporation has the right, upon written notice to each optionee holding options under the 2012 Plan, to permit the exercise of all options outstanding under the 2012 Plan within a 20-day period following the date of such notice and to determine that upon the expiry of such 20-day period, all options terminate and cease to have effect;



  

	(t)	 if within twelve months of a change of control (as defined below), (i) an optionee’s employment with
the Corporation is terminated without cause; or (ii) an optionee voluntarily terminates his or her employment following a change in the optionee’s position, conditions or location of employment, or responsibilities, then in any such event
all of the 



  
 32 














	 	 
optionee’s unvested options shall vest on the last day of active employment of the optionee and shall be exercisable within 30 days after the last day of active employment or prior to the
expiration of the term of the option, whichever occurs earlier. However, if an optionee maintains employment in a position equivalent to the position he or she held before the change of control, the vesting of the options shall follow its normal
course in accordance with the 2012 Plan. For the purpose of this paragraph, “change of control” means the occurrence of any of the following events: (i) the sale of all or substantially all of the assets of the Corporation on a
consolidated basis, in one transaction or a series of related transactions, to a person that is at arm’s length from the Corporation, such that, for greater certainty, an internal reorganization shall not constitute a change of control;
(ii) a merger, reorganization or other similar transaction pursuant to which the holders of the Corporation’s outstanding voting rights immediately prior to such transaction do not own a majority of the outstanding voting rights of the
resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, or (iii) any person or a group of persons acting jointly or in concert becoming the beneficial owner, directly or indirectly,
of shares carrying at least a majority of the outstanding voting rights of the Corporation; 


  

	(u)	 approval by the shareholders of the Corporation is required for the following amendments to the 2012 Plan:
(i) amendments to the number of shares issuable under the 2012 Plan, including an increase to a maximum percentage or number of shares; (ii) any amendment to the 2012 Plan that increases the length of the “blackout” extension
period; (iii) any amendment which reduces the exercise price or purchase price of an option, whether or not such option is held by an “insider” of the Corporation; (iv) any amendment extending the term of an option beyond its
original expiry date, whether or not such option is held by an “insider” of the Corporation, except as otherwise permitted by the 2012 Plan; and (v) amendments required to be approved by shareholders under applicable law (including,
without limitation, the rules, regulations and policies of the TSX); and 


  

	(v)	 the Board of Directors of the Corporation may make the following types of amendments to the 2012 Plan
without seeking approval from the shareholders of the Corporation: (i) amendments of a “housekeeping” or ministerial nature, including any amendment for the purpose of curing any ambiguity, error or omission in the 2012 Plan or to
correct or supplement any provision of the 2012 Plan that is inconsistent with any other provision of the 2012 Plan; (ii) amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules,
regulations and policies of the TSX); (iii) amendments necessary in order for options to qualify for favourable treatment under applicable taxation laws; (iv) amendments respecting administration of the 2012 Plan; (v) any amendment to the
“vesting” provisions of the 2012 Plan or any option; (vi) any amendment to the early termination provisions of the 2012 Plan or any option, whether or not such option is held by an “insider” of the Corporation, provided such
amendment does not entail an extension beyond the original expiry date; (vii) the addition of any form of financial assistance by the Corporation for the acquisition by all or certain categories of eligible participants of shares under the 2012
Plan, and the subsequent amendment of any such provisions; (viii) the addition or modification of a cashless exercise feature, payable in cash or shares of the Corporation; (ix) amendments necessary to suspend or terminate the 2012 Plan;
and (x) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law. 


 2008
Stock Option Plan 
 On May 12, 2008, the Board of Directors established the 2008 Plan for officers and employees of the
Corporation and its subsidiaries. The shareholders of the Corporation approved the 2008 Plan on April 24, 2009. The 2008 Plan incorporates amendments adopted by the Board of Directors on April 24, 2009, July 22, 2009, August 19,
2009, December 8, 2010 and May 17, 2011, respectively. 
 On April 26, 2012, the Board of Directors adopted the 2012 Plan in
replacement of the 2008 Plan. Since April 26, 2012, all stock options granted by the Corporation have been granted under the 2012 Plan and no further stock options have been or will be granted under the 2008 Plan. The 2008 Plan continues to
apply to the options currently outstanding thereunder and such options continue to be exercised in accordance with the 2008 Plan. 
 The
purpose of the 2008 Plan is to provide officers and employees with a proprietary interest through the granting of non-transferable options to purchase common shares of the Corporation and also to attract,
retain and motivate key employees who share primary responsibility for the management, growth and protection of the Corporation’s business. 

The following is a description of certain features of the 2008 Plan, as required by the TSX: 

 

	(a)	 the 2008 Plan is administered by the Board of Directors of the Corporation, which delegates this
responsibility to the HRCC; 



  
 33 














	(b)	 the maximum number of common shares that can be issued pursuant to the 2008 Plan is equal to 10% of the
number of issued and outstanding shares of the Corporation from time to time. Shares in respect of which options are not exercised, due to the expiration, termination or lapse of such options, are available for options to be granted thereafter;



  

	(c)	 no option may be granted to any optionee under the 2008 Plan unless the aggregate of the shares:
(i) issued to “insiders” within any one-year period; and (ii) issuable to “insiders” at any time, under the 2008 Plan, or when combined with all of the Corporation’s other
security-based compensation arrangements, could not exceed 10% of the total number of issued and outstanding common shares of the Corporation. For the purpose of the 2008 Plan, the term “insider” has the same meaning as in the
Securities Act (Ontario); 


  

	(d)	 a single person cannot hold at any time options in respect of more than 5% of the number of issued and
outstanding shares of the Corporation from time-to-time. In addition, the 2008 Plan does not permit the issuance to an “insider” or to any associate of an
“insider”, within a one-year period, of a number of shares exceeding 5% of the number of issued and outstanding shares of the Corporation from time-to-time; 


  

	(e)	 the option exercise price is fixed by the Board of Directors of the Corporation at the time of granting an
option. The exercise price cannot be less than the volume weighted average trading price of the common shares of the Corporation on the TSX during the last five days on which the shares traded on the TSX immediately prior to the day on which the
option is granted; 


  

	(f)	 at the time of granting an option, the Board of Directors, at its discretion, may set a “vesting
schedule”, that is, one or more dates from which an option may be exercised in whole or in part. In such event, the Board of Directors is not under any obligation to set a “vesting schedule” in respect of any other option granted
under the 2008 Plan; 


  

	(g)	 the term of an option may not exceed seven years from the date the option is granted. However, if an option
is to expire during a period in which an optionee is prohibited by the Corporation from trading in the Corporation’s shares pursuant to the policies of the Corporation, or within ten business days of the expiry of such “blackout
period”, the term of such option will be automatically extended for a period of ten business days immediately following the end of the “blackout period”; 



 

	(h)	 if an optionee’s employment with the Corporation is terminated for serious reason, any option not
exercised prior to the time of delivery by the Corporation to the optionee of a letter of termination of employment with the Corporation shall immediately lapse and become null and void upon such delivery; 



 

	(i)	 if an optionee takes normal retirement (as defined in the 2008 Plan), the optionee will be entitled to
exercise his rights under such option and continue benefiting from his rights during the three years following the commencement of his retirement or prior, until the expiration of the term of the option, whichever occurs earlier. At the end of such
three-year period, the option term shall be deemed to have lapsed. If an optionee takes early retirement (as defined in the 2008 Plan), dies or becomes, in the determination of the Board of Directors, permanently disabled, while employed by the
Corporation, any option or unexercised part thereof granted to such optionee may be exercised by the optionee or the person to whom the option is transferred by will or the laws of succession and distribution only for that number of shares which he
was entitled to acquire under the option at the time of his retirement, death or permanent disability, as the case may be. Any such “vested” option shall be exercisable within one year after the optionee’s retirement, death or
permanent disability, as the case may be, or prior to the expiration of the term of the option, whichever occurs earlier; 


  

	(j)	 upon an optionee’s employment or office with the Corporation terminating or ending otherwise than by
reason of retirement, death, permanent disability or termination for serious reason, any option or unexercised part thereof granted to such optionee may be exercised by him only for that number of shares which he was entitled to acquire under the
option at the time of delivery by the Corporation to the optionee of a letter of termination of the optionee’s employment or office with the Corporation. Any such “vested” option shall be exercisable within 30 days after such delivery
or prior to the expiration of the term of the option, whichever occurs earlier; 


  

	(k)	 any option granted under the 2008 Plan shall not form part of an optionee’s compensation from the
Corporation for purposes of determining any severance payment, indemnity in lieu of reasonable notice, or other payment to the optionee in the event of termination of the optionee’s employment or office by the Corporation;




  
 34 














	(l)	 if the Corporation is required under the Income Tax Act (Canada) or any other applicable law to remit
to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the exercise of an option by an optionee, then the optionee must, concurrently with the exercise of the option: 



 

	 	(i)	 pay to the Corporation, in addition to the exercise price for the options, sufficient cash as is determined
by the Corporation, in its sole discretion, to be the amount necessary to fund the required tax remittance; 


  

	 	(ii)	 authorize the Corporation, on behalf of the optionee, to sell in the market, on such terms and at such time
or times as the Corporation determines, in its sole discretion, such portion of the Shares being issued upon exercise of the option as is required to realize cash proceeds in an amount necessary to fund the required tax remittance; or



  

	 	(iii)	 make other arrangements acceptable to the Corporation, in its sole discretion, to fund the required tax
remittance. 


  

	(m)	 options may be exercised through the “cash exercise” or “cashless exercise” method, or a
combination of these two methods. There is no financial assistance available to optionees under the 2008 Plan; 


  

	(n)	 the Board of Directors may make the following types of amendments to the 2008 Plan without seeking
shareholder approval: (i) amendments of a “housekeeping” or ministerial nature, including any amendment for the purpose of remedying any ambiguity, error or omission in the 2008 Plan or to correct or supplement any provision of the
2008 Plan that is inconsistent with any other provision of the 2008 Plan; (ii) amendments necessary to comply with the provisions of applicable law (including the rules, regulations and policies of the TSX); (iii) amendments necessary in order
for options to qualify for favourable treatment under applicable taxation laws; (iv) amendments respecting administration of the 2008 Plan; (v) any amendment to the “vesting” provisions of the 2008 Plan or any option, it being
understood that in the event of the amendment to the “vesting” provisions of an option, the Board of Directors will not be under any obligation to amend the “vesting” provisions of any other option; (vi) any amendment to the
early termination provisions of the 2008 Plan or any option, whether or not such option is held by an “insider”, provided such amendment does not entail an extension beyond the original expiry date; (vii) the addition of any form of
financial assistance by the Corporation for the acquisition by all or certain categories of eligible participants of shares under the 2008 Plan, and the subsequent amendment of any such provisions; (viii) amendments necessary to suspend or
terminate the 2008 Plan; and (ix) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law; 


  

	(o)	 shareholder approval will be required for the following types of amendments: (i) amendments to the
number of shares issuable under the 2008 Plan, including an increase to a maximum percentage or number of shares; (ii) any amendment to the 2008 Plan that increases the length of a “blackout extension period”; (iii) any amendment
which reduces the exercise price or purchase price of an option, whether or not such option is held by an “insider”; (iv) any amendment extending the term of an option held by an “insider” beyond its original expiry date, except
as otherwise permitted by the 2008 Plan; and (v) amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the TSX). 



No further stock options can be granted under the 2008 Plan. 

Stock Options Issued and Outstanding and “Annual Burn Rate” 

The following table sets out information regarding the Corporation’s shares reserved as of December 31, 2018 for purposes of equity
compensation: 
  

																
	Plan Category		Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights		Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights		Number of Securities
Remaining
Available for Future Issuance under
Equity Compensation Plans (excluding
securities reflected in the first column)
	Equity compensation plans approved by security holders		5,031,161		$21.01		952,374
	Equity compensation plans not approved by security holders		—		—		—
	
Total
		5,031,161		$21.01		952,374


  
 35 













 The Corporation does not have any equity compensation plans under which equity securities
are authorized for issuance, not previously approved by shareholders. 
 In 2018, under the 2012 Plan, stock options in respect of a total
of 617,735 common shares with an exercise price of $29.92 were granted on February 20, 2018 to a total of 74 optionees. The stock options granted during the fiscal year ended December 31, 2018 represent 0.7% of the
Corporation’s weighted average number of shares outstanding during the 2018 fiscal year, constituting the “annual burn rate” for the 2012 Plan as required by the TSX. The “annual burn rate” for the 2012 Plan, as so
calculated, was 0.44% in 2017 and 1.11% in 2016. 
 The Corporation did not grant any stock options under the 2008 Plan in 2018, 2017 or
2016. According, the “annual burn rate” for the 2008 Plan for each of those years is nil. 
 The table below sets out the number
of options granted, outstanding and available for grant under the 2012 Plan and 2008 Plan, respectively, as at December 31, 2018: 
  

																					
	Measure of Dilution		# of options		Total %
of
shares
    outstanding    
		   2008 Plan  

 
		  2012 Plan  		    Total    
	 Options outstanding

the total number of options outstanding, including the annual grant
		1,094,586		3,936,575		5,031,161		5.8
	 Options available for grant

the number of options in reserve that are available for grant
		-		952,374		952,374		1.1
	 Overhang

the number of options outstanding plus the number of options in reserve that are available for grant in the future
		1,094,586		4,888,949		5,983,535		6.9


  

	(1)	 As indicated in the section entitled “2008 Stock Option Plan”, stock options currently outstanding
under the 2008 Plan may continue to be exercised in accordance with the 2008 Plan. However, since April 26, 2012, no further stock options have been or will be granted under the 2008 Plan and all stock options granted by the Corporation since
that date have been granted under the 2012 Plan. 


  

	2.4	 Executive Stock Ownership Policy 



Since January 1, 2014, executive officers, including NEOs, are required to maintain share ownership levels that meet or exceed the
following guidelines: 
  

					
	 ●
	  	 Chief Executive Officer:
	  	 5.0 X annual base salary

	 ●    
	  	 CFO and Executive Vice-Presidents:
	  	 2.0 X annual base salary

	 ●
	  	 All Other Designated Executives:
	  	 0.5 X annual base salary



 NEOs must retain and not dispose of, sell or transfer 100% of Gain Shares resulting from the exercise of
stock options and 100% of after-tax shares resulting from the vesting of PCRSUs. “Gain Shares” means the net number of shares left subsequent to the sale of shares used for payment of the
shares being exercised and for any tax withholding obligations. 
 NEOs who were subject to the original “Executive Stock Ownership
Policy” effective January 1, 2011 are required to comply with the required level of share ownership applicable to their position within two years of the Effective Date. New NEOs designated on or after the Effective Date will have five
years from the date of designation to comply with the required level of share ownership. 
 The following types of equity instruments are
included in determining share ownership for purposes of this policy: 
  

	 	(a)	 For at least 50% of the targeted ownership requirement: 



 

	 	●	 	 shares directly owned by the NEO or owned jointly with an immediate family member residing in the same
household; 



	 	●	 	 shares indirectly owned by the NEO, through a holding company in which the Designated Executive directly or
indirectly owns shares; and 



	 	●	 	 shares held in trust for the benefit of the NEO or jointly with an immediate family member of the NEO.




  
 36 














	 	(b)	 For the remainder of the targeted ownership requirement, if necessary: 



 

	 	●	 	 100% of unvested Share Units pursuant to any such future plans. 



The following table sets out the minimum share ownership requirement of each NEO and related information: 

 

																															
	
Name
  
		
Minimum
ownership
requirement(1)
($)

 
		
Deadline for
compliance
  
		 Common shares(2)
  
		 Other equity instruments(3)
  
		Value of holdings as
at
December 31, 2018(6), per
minimum share
ownership policy
($)		
Compliant
 as
at
December 31,
2018
  

		Value as at
December 31, 2018(6)
($)		Value as at December 31,
2018(6)
($)
	
Alain Bédard

 
		8,519,228(4)  
		 January 1, 2016 
		 151,824,180 
		 1,766,214 
		 153,590,394 
		 Yes 

	
Gregory W. Rumble(7)

 
		1,200,000(5)  
		 January 1, 2020 
		 173,535 
		 362,627 
		 536,162 
		In progress  

	
Rick Hashie
  
		720,000(5)  
		 January 1, 2022 
		 360,166 
		 141,249 
		 501,415 
		In progress  

	
Brian Kohut
  
		880,000(5)  
		 January 1, 2016 
		 1,377,936 
		 256,873 
		 1,634,808 
		 Yes 

	
Robert McGonigal

 
		720,000(5)  
		 January 1, 2021 
		 525,476 
		 124,674 
		 650,149 
		In progress  


  

	(1)	 Includes shares, 100% of DSUs and 100% of unvested PCRSUs. 



	(2)	 Includes shares and 100% of DSUs. 



	(3)	 Includes 100% of unvested PCRSUs. 



	(4)	 Five times annual base salary as at December 31, 2018. The minimum ownership requirement figure shown
for Alain Bédard in the table above is in Canadian dollars and is the equivalent of USD$6,575,000 based on the average Bank of Canada daily exchange rate for 2018 (1.00 USD = 1.2957 CAD). 



	(5)	 Two times annual base salary as at December 31, 2018. 



	(6)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30). 



	(7)	 Mr. Rumble retired as of December 31, 2018. 



 

	2.5	 Rules of Conduct of Insiders Respecting Trading of Securities of the Corporation



 The Rules of Conduct of Insiders Respecting Trading of Securities of the Corporation apply to the members of
the Board of Directors and to senior executives of the Corporation and its major subsidiaries. The Rules of Conduct provide for “blackout” periods during which trading in the securities of the Corporation is not permitted, and require that
prior approval for trading in securities of the Corporation be obtained from either the President and CEO or the Secretary of the Corporation. 

The Anti-Hedging Policy of the Corporation was adopted to prohibit directors and other senior executives of the Corporation and its divisions
from using derivatives or other financial instruments to retain legal ownership of their shares in the Corporation while reducing their exposure to changes in the Corporation’s share price. 

See “Corporate Governance - Ethical Business Conduct” below. 

 

	2.6	 Performance Graph 



The following graph compares the total return of a $100 investment in the common shares of the Corporation made on January 2, 2014 with
the cumulative return of the S&P TSX Capped Equity Index for the five-year period ended December 31, 2018. 
  





 

  
 37 














	2.7	 President and CEO Compensation Look-back table and Five-Year TSR Comparison



 The Corporation’s compensation policies are designed to align compensation with the creation of
shareholder value. As a result, a significant portion of the President and CEO’s compensation is at risk and long-term incentives are structured to deliver compensation value if value is created for the shareholder. The table below hedges the
current value (both realized and realizable) as at December 31, 2018. The Compensation outcomes are set against the performance of the yearly cumulative total shareholder return on a $100 investment in the Corporation’s common shares
beginning January 1, 2014 to the period ended December 31, 2018. It assumes reinvestment of all dividends during the covered period. 
  

																										
	Year		 Total
Direct
        Compensation        
 Awarded(1)
($) 
  
		 Actual Value as
at
    December 31, 2018(2)    

($)
		Period		  

Value of 100$
  

		  

To President and
CEO
  
		
To Shareholders
  

	
2014
		6,772,757		8,098,590		Jan 1, 2014 to Dec 31, 2018		120		154
	
2015
		7,634,802		10,303,448		Jan 1, 2015 to Dec 31, 2018		135		154
	
2016
		10,132,157		13,633,504		Jan 1, 2016 to Dec 31, 2018		135		153
	
2017
		6,839,995		6,275,229		Jan 1, 2017 to Dec 31, 2018		92		106
	
2018
		7,510,188		7,861,136		Jan 1, 2018 to Dec 31, 2018		105		121



	(1)	 Direct compensation (salary earned, actual short-term incentive award, special bonus and the grant date fair
market value of long-term incentive awards) reported in the summary compensation table (3.0) and in prior management proxy circulars. 



	(2)	 Includes salary earned, actual short-term incentive award, special bonus, vested value of PCRSU awards
granted during that fiscal year, the value of unvested PCRSU awards granted during that fiscal year as at December 31, 2018, assuming 100% vesting, and for the stock options granted in that particular year, the value of gains realized upon
exercise of options and the in-the-money value of unexercised options as at December 31, 2018. 



 

	2.8	 Trend and NEO Compensation Relative to Total Shareholder Return 



The trend in the compensation of the NEOs has to some extent followed, although is less pronounced than, the trend of increasing Total
Shareholder Return over the last five years as per the table below: 
  

																										
	Fiscal year ended December 31		2014		2015		2016		2017		2018
	Variation in total compensation for all NEOs(1) (percentage)		36%		37%		15%		-27%		10%
	Total Shareholder Return (percentage)		19%		-18%		51%		-4%		10%

  

	(1)	 Variation in total compensation is calculated based on the NEOs’ aggregate compensation as disclosed in
the Corporation’s management proxy circulars. 


  

	2.9	 Cost of Management Ratio 



The following table sets out the total cost of compensation to the NEOs expressed as a percentage of EBIT and as a percentage of the
Corporation’s equity market capitalization for the fiscal years ended December 31, 2018, 2017, and 2016: 
  

																
	
Fiscal year ended

December 31
		Total cost of compensation to
NEOs(1)
($)
		Total cost of compensation to NEOs/
EBIT(2)
(%)		Total cost of compensation to NEOs/
Total equity
market capitalization
(%)
	
2018
		12,585,256		2.9		0.4
	
2017
		11,410,263		6.4		0.4
	
2016
		15,655,589		6.1		0.5

  

	(1)	 The annual salary of Alain Bédard, and other portions of his annual compensation are paid in U.S.
dollars as Mr. Bédard is a resident of the United States. The figures shown in the table above are in Canadian dollars and are based on the average Bank of Canada daily or noon exchange rates for 2018 (1.00 USD = 1.2957 CAD), 2017 (1.00
USD = 1.2986 CAD) and 2016 (1.00 USD = 1.3248 CAD) respectively. See “Summary Compensation Table” and notes (1), (3), (6), (7) and (8) thereto below, relating to Mr. Bédard’s compensation. 



	(2)	 EBIT from continuing operations of the Corporation. 



  
 38 














	3.0	 Summary Compensation Table 



The following table sets out all annual and long-term compensation earned by the NEOs for services rendered in all capacities to the
Corporation and its subsidiaries during the fiscal years ended December 31, 2018, 2017 and 2016: 
  

																																														
	
Name and
 principal

position
		  Year  		Salary
($)		Share-
based
awards(2)
($)		Option-
based
awards(2)
($)		Non-equity incentive
plan compensation
($)		Pension
value
($)		All other
compensation
($)		Total
compensation
($)
		Annual
incentive
plans
($)		Long-term
incentive
plans
($)
	Alain Bédard		2018		1,703,846(1)		922,078		922,078		3,962,107(4)		—		553,200		105,162(5)		8,168,470
	President and		2017		1,707,659(1)		629,293(3)		629,293(3)		2,575,150(4)		—		458,500		1,407,751(6)		7,407,646
	CEO		2016		1,742,112(1)		1,204,803		1,204,803		3,463,319(4)		—		416,600		2,661,776(7)		10,693,413
	Gregory W.		2018		600,000		189,324		189,324		540,000		—		—		47,431(5)		1,566,079
	Rumble(8)		2017		600,000		129,209(3)		129,209(3)		413,059		—		—		208,702(6)		1,480,178
	CFO		2016		600,000		247,374		247,374		462,280		—		—		154,905(7)		1,711,933
	Rick Hashie		2018		360,000		78,052		78,052		302,400		—		—		33,457(5)		851,962
	Executive		2017		360,000		45,395(3)		45,395(3)		227,601		—		—		32,664(6)		711,055
	Vice-President		2016		316,200		86,058		86,058		227,664		—		—		32,140(7)		748,120
	Brian Kohut		2018		440,000		134,105		134,105		396,000		—		13,250		35,207(5)		1,152,666
	Executive		2017		425,000		91,523(3)		91,523(3)		318,750		—		13,115		34,339(6)		974,250
	Vice-President		2016		425,000		175,223		175,223		382,500		—		13,005		44,398(7)		1,202,345
	Robert		2018		360,000		75,204		75,204		302,400		—		—		33,271(5)		846,079
	McGonigal		2017		360,000		32,900(3)		32,900(3)		257,400		—		—		32,446(6)		685,647
	Executive Vice-President		2016		275,000		43,978		43,978		27,500		—		—		31,961(7)		442,416


	(1)	 Mr. Bédard’s 2018, 2017 and 2016 salaries, in the respective amounts of USD $1,315,000, USD
$1,315,000 and USD $1,315,000, were paid in U.S. dollars as Mr. Bédard is a resident of the United States. The figures shown in the table above are in Canadian dollars and are based on the average Bank of Canada daily or noon
exchange rates for 2018 (1.00 USD = 1.2957 CAD), 2017 (1.00 USD = 1.2986 CAD) and 2016 (1.00 USD = 1.3248 CAD) respectively. 



	(2)	 Options were issued pursuant to the 2012 Plan (see section 2.3.3 above for more details on the 2012 Plan).
Option-based awards have been valued using the Black-Scholes option valuation methodology, which was selected by the Corporation as it is the most widely-adopted and used option-valuation method. The following table sets out the assumptions used to
determine the Black-Scholes value for years 2018, 2017 and 2016. 


  

																		
	 		 		2018		2017		2016
			 Risk-free interest rate
		1.83%		1.04%		0.56%
			 Stock volatility
		21.92%		22.46%		23.01%
			 Expected option life
		4.5 years		4.5 years		4.5 years
			 Expected dividend yield
		2.56%		2.17%		2.83%

  

	(3)	 The 2017 Long Term Incentive Grant has a six-month reference period,
from July 1, 2016 to December 31, 2016. 



	(4)	 Mr. Bédard’s 2018, 2017 and 2016 non-equity annual
incentive plan compensation, in the respective amounts of USD$3,057,889, USD $1,983,020, and USD $2,614,220, was paid in U.S. dollars as Mr. Bédard is a resident of the United States. The figures shown in the table above are in Canadian
dollars and are based on the average Bank of Canada daily or noon exchange rates for 2018 (1.00 USD = 1.2957 CAD), 2017 (1.00 USD = 1.2986 CAD) and 2016 (1.00 USD = 1.23248 CAD), respectively. 



	(5)	 In 2018, Mr. Bédard was awarded $33,752 for long-term disability insurance premiums, USD $24,000
for annual car allowance, and USD $25,680 for sport club membership. The aggregate figure shown in the table above is in Canadian dollars; the payments made in U.S. dollars have been converted to Canadian dollars based on the average Bank of Canada
daily exchange rate for 2018 (1.00 USD = 1.2957 CAD). Mr. Rumble received $28,800 for annual car allowance, $1,554 for club membership, $3,828 for professional fees and a contribution of $13,250 to a Deferred Profit Sharing Plan
(“DPSP”). Mr. Kohut received an annual car allowance of $13,200 and a contribution of $13,250 to a DPSP. Mr. Hashie received an annual car allowance of $12,000 and a contribution of $13,250 to a DPSP. Mr. McGonigal
received an annual car allowance of $12,000 and a contribution of $13,250 to a DPSP. 



	(6)	 In 2017, Mr. Bédard was awarded a special bonus in the amount of USD$1,000,000 following the
important acquisition of Contract Freighters, Inc. (“CFI”), $33,767 for long-term disability insurance premiums, USD $24,000 for annual car allowance, and USD $24,492 for sport club membership. The aggregate figure shown in the
table above is in Canadian dollars; the payments made in U.S. dollars have been converted to Canadian dollars based on the average Bank of Canada daily exchange rate for 2017 (1.00 USD = 1.2986 CAD). Mr. Rumble received a special bonus in the
amount of $150,000 following the important acquisition of CFI, $28,800 for annual car allowance and a contribution of $13,115 to a Deferred Profit Sharing Plan (“DPSP”). Mr. Kohut received an annual car allowance of $13,200 and
a contribution of $13,115 to a DPSP. Mr. Hashie received an annual car allowance of $12,000 and a contribution of $13,115 to a DPSP. Mr. McGonigal received an annual car allowance of $12,000 and a contribution of $13,115 to a DPSP.




	(7)	 In 2016, Mr. Bédard was awarded a special bonus in the amount of USD$1,900,000 in recognition of
the successful sale transaction of Matrec, generating above-target value for the shareholders, $34,002 for long-term disability insurance premiums, USD $24,000 for annual car allowance, and USD $25,137 for sport club membership. The aggregate figure
shown in the table above is in Canadian dollars; the payments made in U.S. dollars have been converted to Canadian dollars based on the average Bank of Canada noon exchange rate for 2016 (1.00 USD = 1.3248 CAD). Mr. Rumble received a special
bonus in the amount of $100,000 in recognition of the successful sale transaction of Matrec, generating above-target value for the shareholders, $28,800 for annual car allowance and a contribution of $13,005 to a DPSP. Mr. Kohut received an
annual car allowance of $13,200 and a contribution of $13,005 to a DPSP. Mr. Hashie received an annual car allowance of $12,000 and a contribution of $12,591 to a DPSP. Mr. McGonigal received an annual car allowance of $12,000 and a
contribution of $13,005 to a DPSP. 



	(8)	 Mr. Rumble retired as of December 31, 2018. 



  
 39 














	4.0	 Incentive Plan Awards 



Outstanding share-based awards and option-based awards 

The following table sets out information with respect to all unexercised option-based and share-based awards granted to NEOs outstanding as at
December 31, 2018: 
  

																																														
	Name		Option-based awards		Share-based awards
		Date of grant		 Number of securities

underlying
		Option
    exercise    
price
($)		Option expiration
date		Value of
      unexercised      
in-the-money
options
($)(2)		 Number
of
    shares or    
 units of
shares that
have not
vested
(#)
		Market
or
      payout value of      
share-based
awards that have not
vested
($)(3)		
Market or
    payout value of    
vested share-

based awards not
 paid out
or
distributed
($)

		      Total      
granted
options(1)
(#)		    Unexercised    
options
(#)
	Alain Bédard		July 31, 2009		922,000		450,000		6.32		July 31, 2019		13,041,000		—		—		—
		July 29, 2010		496,800		496,800		9.46		July 29, 2020		12,837,312		—		—		—
		July 26, 2012		418,600		365,00		16.46		July 26, 2019		6,876,600		—		—		—
		July 25, 2013		376,200		376,200		20.18		July 25, 2020		5,688,144		—		—		—
		July 24, 2014		172,560		172,560		25.14		July 24, 2021		1,753,210		—		—		—
		July 23, 2015		335,356		335,356		24.93		July 23, 2022		3,477,642		—		—		—
		July 21, 2016		361,803		361,803		24.64		July 21, 2023		3,856,820		—		—		—
		February 16, 2017		118,288		118,288		35.02		February 16, 2024		32,872		18,724		660,948		—
		February 20, 2018		202,655		202,655		29,92		February 20, 2025		1,089,838		31,311		1,105,266		—
	Gregory W. Rumble		July 23, 2015		34,428		—		24.93		July 23, 2022		0		—		—		—
		July 21, 2016		74,286		24,762		24.64		July 21, 2023		263,963		—		—		—
		February 16, 2017
 February 20, 2018
		24,287
 41,610
		16,192
 41,610
		35.02
 29,92
		February 16, 2024
 February 20, 2025
		4,500
 223,770
		3,844
 6,429
		135,699
 226,928
		—
 —

	Rick Hashie		July 25, 2013		12,700		—		20.18		July 25, 2020		—		—		—		—
		July 24, 2014		8,217		—		25.14		July 24, 2021		—		—		—		—
		July 23, 2015		23,717		23,717		24.93		July 23, 2022		245,945		—		—		—
		July 21, 2016		25,843		25,843		24.64		July 21, 2023		275,486		—		—		—
		February 16, 2017
 February 20, 2018
		8,533
 17,154
		8,533
 17,154
		35.02
 29,92
		February 16, 2024
 February 20, 2025
		2,371
 92,251
		1,351
 2,651
		47,673
 93,576
		—
 —

	Brian Kohut		July 31, 2009		63,200		26,367		6.32		July 31, 2019		764,116		—		—		—
		July 29, 2010		37,200		37,200		9.46		July 29, 2020		961,248		—		—		—
		August 1, 2011		36,000		—		14.28		August 1, 2018		—		—		—		—
		July 26, 2012
 July 25, 2013
		53,300
 47,500
		53,300
 47,500
		16.46
 20.18
		July 26, 2019
 July 25, 2020
		1,004,172
 718,200
		—
 —
		—
 —
		—
 —

		July 24, 2014		27,733		27,733		25.14		July 24, 2021		281,767		—		—		—
		July 23, 2015		48,773		48,773		24.93		July 23, 2022		505,776		—		—		—
		July 21, 2016		52,620		52,620		24.64		July 21, 2023		560,929		—		—		—
		February 16, 2017		17,204		17,204		35.02		February 16, 2024		4,781		2,723		96,119		—
		February 20, 2018		29,474		29,474		29,92		February 20, 2025		158,505		4,554		160,754		—
	Robert McGonigal		July 26, 2012
 July 25, 2013
		6,400
 5,700
		—
 —
		16.46
 20.18
		July 26, 2019
 July 25, 2020
		—
 —
		—
 —
		—
 —
		—
 —

		July 24, 2014		4,679		—		25.14		July 24, 2021		—		—		—		—
		July 23, 2015		7,842		7,842		24.93		July 23, 2022		81,322		—		—		—
		July 21, 2016		13,206		13,206		24.64		July 21, 2023		140,776		—		—		—
		February 16, 2017
 February 20, 2018
		6,184
 16,528
		6,184
 16,528
		35.02
 29,92
		February 16, 2024
 February 20, 2025
		1,719
 88,884
		978
 2,553
		34,541
 90,133
		—

—


  

	(1)	 The “vesting schedule” for these options provides that
one-third of the options will vest on each of the first three anniversaries following the date of grant. 



	(2)	 This amount is calculated based on the difference between the closing price of the Corporation’s shares
on the TSX on December 31, 20118 ($35.30) and the option exercise price. 



	(3)	 The value of PCRSUs awarded to the NEOs is based on the closing price of the Corporation’s shares on the
TSX on December 31, 2018 ($35.30), multiplied by the number of PCRSUs awarded. 


 Incentive plan awards – value vested or
earned during the year 
 The following table sets out the value of options vested or bonuses earned by NEOs during the fiscal year
ended December 31, 2018: 
  

																
	Name		Option based awards –
Value vested during the year
($)		Share-based awards - 
Value
vested during the year
($)		Non-equity incentive plan 
compensation –
Value earned during the year (1)
($)
	 Alain
Bédard
		1,236,264		2,054,133		3,962,107(2)
	 Gregory
W. Rumble
		201,637		421,782		540,000
	 Rick
Hashie
		88,072		146,741		302,400
	 Brian
Kohut
		179,801		298,734		396,000
	 Bob
McGonigal
		41,285		74,988		302,400


	(1)	 These amounts represent amounts earned under the STIP. 



	(2)	 The value earned during the year as non-equity incentive plan
compensation for Mr. Bédard is $3,057,889 paid in US dollars; the figure shown in the table above is in Canadian dollars and is based on the average Bank of Canada daily exchange rate for 2018 (1.00 USD = 1.2957 CAD).




  
 40 













 The following table sets out the realized value upon exercise of vested options by NEOs
during the fiscal year ended December 31, 2018: 
  

																										
	Name		Date of Exercise		Quantity
    Exercised    		    Grant Price    		      Sale Price      		  Stock Option Benefit – Realized 
 
Value
	Alain Bédard		January 21, 2018		34,300		$14.28		$32.64		$629,904
		March 22, 2018		40,000		$14.28		$33.03		$750,154
		May 7, 2018		80,000		$14.28		$37.02		$1,819,363
		August 2, 2018		130,000		$14.28		$43.46		$3,793,613
		August 8, 2018		100,000		$6.32		$45.55		$3,923,264
		August 15, 2018		50,000		$6.32		$46.81		$2,024,581
		August 24, 2018		53,600		$16.46		$47.57		$1,667,496
	Gregory W. Rumble		August 17, 2018		12,572		$24.64		$47.40		$286,139
		August 17, 2018		34,428		$24.93		$47.40		$773,597
		August 22, 2018		10,700		$24.64		$47.50		$244,602
		August 23, 2018		8,095		$35.02		$47.50		$101,009
		August 23, 2018		26,252		$24.64		$47.50		$600,121
	Rick Hashie		August 21, 2018		8,217		$25.14		$47.17		$181,021
	Robert McGonigal		January 2, 2018		5,700		$20.18		$32.74		$71,592
		August 9, 2018		4,679		$25.14		$46.00		$97,604

  

	5.0	 Pension Plan Benefits 



 

	5.1	 Defined Benefit Plan 



Chief Executive Officer of the Corporation 

Alain Bédard participates in a non-contributory defined benefit pension plan. In addition,
Mr. Bédard has entered into a supplementary executive retirement agreement (“SERP”) whereby he receives one year of pensionable service under his SERP for every year he serves as an officer of the Corporation, one of its
subsidiaries or an associated company as of January 1, 2004. Service for the period between January 1, 1997 and January 1, 2004 has been recognized as credited past service under the SERP. 

Retirement eligibility is a function of Mr. Bédard’s age and service. The Board may credit additional years of service
towards retirement eligibility, pension benefit calculation or both, through a special arrangement. Mr. Bédard is eligible to receive SERP benefits as of age 55. 

Pension benefits are calculated based on pensionable service and pensionable earnings. Pensionable earnings include salary. The annual average
of Mr. Bédard’s best consecutive 36 months of pensionable earnings is used to calculate his pension. 

Mr. Bédard will receive 3% of his average pensionable earnings for each year of pensionable service as his total pension benefit
under the pension plan and SERP. The pension is payable for life. A surviving spouse will receive 60% of the pension that is payable to Mr. Bédard. 

Based on current final average earnings and pensionable service, the estimated annual pension benefits payable to Mr. Bédard under
the pension plan and SERP are as set forth in the following table: 

  
 41 













 Pension Plan Table 

 

					
	  	  	(at January 1, 2019)	  	 
	    Years of Pensionable Service	  	22	  	
	 		
	    Pension Plan	  	$45,400	  	
	    SERP	  	$822,500	  	
	    Total	  	$867,900	  	


 For purposes of providing additional disclosure to shareholders, the following table shows a
reconciliation of the accrued obligation in respect of pension arrangements applicable to Mr. Bédard, from December 31, 2017 to December 31, 2018, as well as his number of years of pensionable service as at December 31,
2018: 
  

																																				
	Name and principal
position		Number of years
of pensionable
service		 Annual
pension
benefits payable
 ($)
		 Accrued

obligation at

start of year
		Compensatory
change		Non
compensatory
change		
Accrued
obligation at

year end

	 		(#)		At year end		At age 65(1)		($)		($)		($)		($)
	
Alain Bédard
President and Chief Executive Officer

 
		22		867,900		N/A		14,348,800		553,200		(703,000)		14,199,000


 (1) Mr. Bédard reached the age of 65 prior to year-end. 

Additional information with respect to the valuation method and assumptions used to calculate the accrued obligation at year end is presented
in the notes to consolidated financial statements. 
  

	5.2	 Defined Contribution Plan 



In 2018, Brian Kohut participated in a Defined Contribution Plan to which the Corporation contributes. The Corporation will match
Mr. Kohut’s contributions up to a level of 5% of his base salary. In 2018, Mr. Kohut received contributions of $13,250 to his Defined Contribution Plan. All contributions in a year are limited (in aggregate) to the tax-deductible defined contribution limit under the Income Tax Act (Canada) for that year. The investment of the contributions to the Plan is participant-directed with an array of investment options provided.
Vesting of the Corporation’s contributions is immediate and, at retirement, the accumulated value of the account may either be transferred to a locked-in retirement vehicle or used to purchase a life
annuity. The following table sets out the value accumulated under the Defined Contribution Plan applicable to Mr. Kohut from December 31, 2017 to December 31, 2018: 

 

																
	Name		Accumulated value at start of year
($)		Compensatory
($)		Accumulated value at year end
($)
	 Brian
Kohut
		644,550		13,250		654,943

  

	5.3	 Deferred Profit Sharing Plan 



In 2018, Rick Hashie, Robert McGonigal and Gregory W. Rumble each participated in an RRSP to which the Corporation contributes via a DPSP.
Under the DPSP, the Corporation will match the NEO’s contributions up to a level of 5% of the NEO’s base salary. NEOs can also make supplementary individual contributions. The Corporation ensures that all contributions in a year are
limited to the DPSP limit under the Income Tax Act (Canada) for that year. In 2018, Mr. Hashie, Mr. McGonigal and Mr. Rumble each received an annual contribution of $13,250 to their DPSPs. 

 

	6.0	 Termination of Employment and Change of Control 



As at December 31, 2018, except for the President and CEO, there is no contract, arrangement or any other understanding with respect to
employment, termination of employment, a change of control or a change in responsibilities following a change of control, between the Corporation and any of the NEOs. 

  
 42 













 Alain Bédard, President and CEO 

On March 2, 2015, the HRCC adopted an agreement between the Corporation and Alain Bédard, President and CEO of the
Corporation, with respect to a change of control of the Corporation. Under the terms of this agreement, a change of control is defined as a (i) merger, reorganization, arrangement, as a result of or following which any person beneficially owns
or exercises control or direction over voting securities carrying at least 35% of the votes attached to all voting securities of the Corporation then outstanding; (ii) any event as a result of or following which any person beneficially owns or
exercises control or direction over voting securities carrying at least 20% of the votes attached to all voting securities of the Corporation then outstanding and a change in the composition of the Board such that, at any time within two years
following the occurrence of any event described in clause (ii), individuals who are members of the Board immediately prior to such event cease to constitute a majority of the Board; or (iii) the sale in one transaction or a series of related
transactions, to a person who is not affiliated with the Corporation within the meaning of the Canada Business Corporations Act, of assets, at a price, including the assumption by that person of any debt of the Corporation, which is greater
than or equal to 50% of the market capitalization of the Corporation. For greater certainty, an internal reorganization does not constitute a change of control. The agreement is a “double trigger” agreement, which requires both a change of
control and the involuntary termination of employment of the CEO as of or within two years of the date of any such change of control. 

Within ten days of an involuntary termination of Mr. Bédard following a change of control, Mr. Bédard is entitled to:
(i) an amount equal to two times his annual base salary immediately prior to the date of the change of control or the involuntary termination, whichever is greater, (ii) an amount equal to two times the annual bonus, which will be
determined based on the greater of (a) the average three highest annual amounts of annual bonus compensation paid to Mr. Bédard during the last five calendar years prior to the calendar year in which the involuntary termination
occurs, and (b) the amount of the base target bonus compensation most recently communicated in writing to Mr. Bédard as being payable, (iii) an amount equal to two times the annual cash value paid or reimbursed to
Mr. Bédard as benefits, including but not limited to health benefits, sport club memberships, professional association fees, car allowance, annual executive medical examinations and any other particular benefit provided to
Mr. Bédard, but excluding pension and supplementary pension benefits, as provided to Mr. Bédard immediately prior to the date of the change of control, and (iv) an amount equal to two times Mr. Bédard’s
annual pension value immediately prior to the date of the change of control or the involuntary termination, whichever is greater. Furthermore, if (a) there is a change of control which does not trigger the change of control provision of the
Corporation’s stock option plans, and (b) Mr. Bédard holds any options pursuant to the Corporation’s stock option plans that have not otherwise vested, the Corporation will waive the vesting requirements of any such
options so as to permit the immediate vesting of all such options within a period of time to be determined by the Board, but which shall not be more than three months. If (a) there is a change of control which does not trigger the change of
control provision of the Corporation’s Deferred Share Unit Plan or PCRSU Plan, and (b) to the extent Mr. Bédard holds any DSUs or PCRSUs granted under any of the Corporation’s long-term incentive plans that have not
otherwise vested, the Board and Mr. Bédard undertake to waive the vesting requirements of such DSUs and PCRSUs so as to permit their immediate vesting as of the date of Mr. Bédard’s involuntary termination. 

Mr. Bédard has agreed not to, either during his employment or for a period of 18 months following the termination of his
employment, for any reason, directly or indirectly, induce or attempt to induce any of the employees of the Corporation or any of its subsidiaries to leave their employment. In addition, Mr. Bédard has agreed not to, either during his
employment or for a period of 18 months following the termination of his employment, for any reason, directly or indirectly, without the consent of the Corporation, which consent shall not be unreasonably withheld, contact or solicit any clients of
the Corporation or any of its subsidiaries for the purpose of selling to those customers any products or services which are the same as or substantially similar to, or in any way competitive with, the products or services sold by the Corporation or
any of its subsidiaries at the time of the Mr. Bédard’s termination. Furthermore, Mr. Bédard has agreed not to, either during his employment or any time thereafter, directly or indirectly, use or disclose to any person
any confidential information, unless however, the confidential information is available to the public or in the public domain at the time of disclosure or the disclosure of the confidential information is required by any law, regulation,
governmental body or authority or by court order. 
 The following table sets out the estimated incremental payments that
Mr. Bédard would have received upon termination of employment following a change of control on December 31, 2018: 
  

															
	Name	 	Event	 	Salary
($)	 	Annual
incentive plan
($)	 	Benefits and
pension value
($)	 	Long-Term Incentive Plans	 	Total
($)
	 	Stock Options
($)	 	PCRSUs
($)
	
Alain Bédard  
	 	 Change of control

 
	 	3,407,691(1)	 	7,924,214(2)	 	1,316,723	 	2,830,785	 	1,105,266	 	18,928,107

  

	(1)	 Mr. Bédard’s salary is paid in U.S. dollars as he is a resident of the United States. This figure
is in Canadian dollars and is the equivalent of USD $2,630,000. It has been converted to Canadian dollars based on the Bank of Canada average exchange rate in 2018 (1.00 USD = 1.2957 CAD). 



	(2)	 Mr. Bédard’s non-equity annual incentive plan
compensation is paid in U.S. dollars as he is a resident of the United States. This figure is in Canadian dollars and is the equivalent of USD $6,115,901. It has been converted to Canadian dollars based on the Bank of Canada average exchange rate in
2018 (1.00 USD = 1.2957 CAD). 



  
 43 













 COMPENSATION OF DIRECTORS 

The Corporation believes that an efficient Board of Directors plays an important role in creating shareholder value. The Corporation has
placed emphasis on the compensation of directors, in order to attract and retain qualified candidates to serve on the Board of Directors and to align the interests of the directors with those of the Corporation’s shareholders. The following
table sets out the various components of the compensation received by the members of the Board of Directors during the fiscal year ended December 31, 2018: 
  

			
	 Type of
Fee
  
	  	
Amount ($)(4)           
 
  

	
Annual Retainers

	
●  Board Members (including Lead Director)
	  	100,000            
	
●  Additional Fees for Chairman of the Board of Directors(1)
	  	—            
	
●  Additional fee for Lead Director
	  	50,000            
	
●  Committee Chairs
	  	12,000            
	
●  Committee Members (other than the Committee Chair)
	  	5,000            
	
Per-meeting fees

	
●  Committee Chairs
	  	1,500(2)(3)            

	
●  Board and Committee Members (other than the Committee Chair)
	  	1,500(3)            


  

	(1)	 The Chairman of the Board of Directors does not receive any additional fees for his role as Chairman.




	(2)	 The Committee Chairs received the same per-meeting fee as other
directors and committee members, respectively. The Chairman of the Board of directors does not receive any per-meeting fee. 



	(3)	 This amount applies for meetings attended in person. The per-meeting
fee is $850 if the director or committee member participates by telephone. 



	(4)	 Since April 2017, the amounts payable to directors who are U.S. residents are paid in U.S. dollars.



 Since 2015, Alain Bédard has not been compensated and does not receive any annual retainer or per-meeting fee for serving as Chairman of the Board of Directors or as a director. 
 Deferred Share Unit Plan

 Effective January 1, 2009, the Corporation adopted the Deferred Share Unit Plan (the “DSU Plan”) to align
the interests of directors with those of the Corporation’s shareholders and help directors comply with the minimum shareholding policy applicable to them, as described below under “Ownership Requirements for Directors”. Under the DSU
Plan, directors may elect to receive in the form of DSUs either 50% or 100% of their annual retainer and other fees payable in respect of serving as director. Until the minimum shareholding policy requirement for a director is met, a 100% election
is mandatory. 
 Under the DSU Plan, directors are granted, as of the last day of each of the Corporation’s fiscal quarters, a number
of DSUs determined on the basis of the amount of deferred remuneration payable to directors in respect of such quarter divided by the “Fair Market Value” of a DSU, which is the average of the closing prices of the common shares of the
Corporation on the TSX for the five trading days immediately preceding the last day of such quarter. Directors to whose accounts DSUs are credited receive additional DSUs whenever cash dividends are paid on the Corporation’s common shares. DSUs
granted under the DSU Plan are redeemable, and the value thereof payable, only after the holder of DSUs ceases to serve as a director of the Corporation. Subject to Board of Directors’ approval, a director may elect to receive the redemption
price of his or her credited DSUs in cash or in the form of common shares of the Corporation purchased on the open market. 

  
 44 













 The table below sets out in detail the total compensation earned by the directors during the
fiscal year ended December 31, 2018. 
  

													
	 	 	 	 	 	 	 
	Name	  	Retainer
earned(3)
($)	 	 Meeting fees

earned
($)
	  	 Other

($)
	 	Total Compensation
earned
($)	  	Percentage
elected as
DSUs (%)	  	Number of
DSUs earned
	 	 	 	 	 	 	 
	
Leslie Abi-Karam
	  	66,375(4)	 	6,020(4)	  	—	 	72,395(4)	  	100	  	1,812
	 	 	 	 	 	 	 
	
Scott Arves(1)
	  	  68,728(4)  	 	4,996(4)	  	  30,922(5)  	 	104,646(4)	  	100	  	2,167
	 	 	 	 	 	 	 
	
Alain Bédard(2)
	  	—	 	—	  	—	 	—	  	—	  	—
	 	 	 	 	 	 	 
	
André Bérard
	  	162,500	 	19,050	  	—	 	181,550	  	100	  	6,865
	 	 	 	 	 	 	 
	
Lucien Bouchard
	  	105,000	 	12,200	  	—	 	117,200	  	100	  	4,380
	 	 	 	 	 	 	 
	
Diane Giard
	  	25,000	 	3,000	  	—	 	28,000	  	100	  	805
	 	 	 	 	 	 	 
	
Richard Guay
	  	120,500	 	13,700	  	—	 	134,200	  	50	  	2,735
	 	 	 	 	 	 	 
	
Debra Kelly-Ennis
	  	138,422(4)	 	19,895(4)	  	—	 	158,317(4)	  	100	  	4,227
	 	 	 	 	 	 	 
	
Neil D. Manning
	  	112,000	 	12,200	  	—	 	124,200	  	100	  	3,767
	 	 	 	 	 	 	 
	
Arun Nayar
	  	107,585(4)	 	14,036(4)	  	—	 	121,621(4)	  	100	  	3,034
	 	 	 	 	 	 	 
	
Joey Saputo
	  	105,000	 	9,850	  	—	 	114,850	  	100	  	3,967
	 	 	 	 	 	 	 
	
Total
	  	1,011,110	 	114,947	  	30,922	 	1,156,979	  	—	  	33,759


	(1)	 Scott Arves retired from the Board of Directors on June 14, 2018. 



	(2)	 Since 2015, Alain Bédard, President and CEO of the Corporation, has not received any compensation,
including any annual retainer or per-meeting fee, for serving as a director or as Chairman of the Board of Directors. 



	(3)	 Includes all annual retainers for serving on the Board and its committees. 



	(4)	 The fees paid to directors who were U.S. residents are paid in U.S. dollars. The figures shown in the table
above are in Canadian dollars and are based on the 5-day average exchange rate preceding the payment date as established by the Bank of Canada daily exchange rate and for each quarter, namely:



 Q1 exchange rate: $1.2884 

Q2 exchange rate: $1.3298 

Q3 exchange rate: $1.2964 

Q4 exchange rate: $1.3586 

	(5)	 In 2018, Scott Arves received consulting fees for services rendered to the Corporation. The fees paid to him
shown in the table above are in Canadian dollars and are based on the average Bank of Canada daily exchange rate during the first quarter of 2018 (1.00 USD = 1.2884 CAD). 



Ownership Requirements for Directors 

The Corporation has adopted a minimum shareholding policy, requiring directors to hold a minimum value in common shares of the Corporation or
DSUs, or a combination thereof. Through this policy, the directors are motivated to help the Corporation reach its annual-return objectives and improve long-term value for shareholders. 

Under the policy, as amended, each director is required to hold shares with a minimum value equal to five times the amount of the
director’s annual Board retainer fees and is required to comply within four years from the date of becoming a member of the Board. With each increase in the amount of the annual Board retainer, directors are required to attain the applicable
increased minimum share ownership value level within two years from the date of such increase. 
 Until a director has attained the minimum
share ownership value, 100% of director’s fees must be paid in the form of DSUs. Once the necessary level has been attained, a director may elect to receive only 50% of director’s fees in the form of DSUs. 

Directors must keep at least 50% of their shares for a period of six months following the termination of service as a director. 

  
 45 













 The following table sets out the current share ownership value requirement and share
ownership value as at December 31, 2018 for directors: 
  

											
	Name	  	Share ownership
requirement(8)
($)	 	  	  Deadline for compliance  	  	
Value as of
  December 31, 2018(1)  

($)
	  	Compliance as of
December 31, 2018
	
Leslie Abi-Karam
	  	 	647,850(7)    	 	  	July 26, 2022	  	$63,963	  	In progress(2)
	
Alain Bédard
	  	 	647,850(7)    	 	  	December 5, 2014	  	$153,532,973(3)	  	Yes
	
André Bérard
	  	 	500,000       	 	  	December 5, 2014	  	$5,366,553	  	Yes
	
Lucien Bouchard
	  	 	500,000       	 	  	December 5, 2014	  	$2,173,668	  	Yes
	
Diane Giard
	  	 	500,000       	 	  	October 22, 2022	  	$28,417	  	In progress(4)
	
Richard Guay
	  	 	500,000       	 	  	December 5, 2014	  	$1,907,577	  	Yes
	
Debra Kelly-Ennis
	  	 	647,850(7)    	 	  	May 29, 2021	  	$234,498	  	In progress(5)
	
Neil D. Manning
	  	 	500,000       	 	  	April 25, 2017	  	$1,464,032	  	Yes
	
Arun Nayar
	  	 	647,850(7)    	 	  	April 25, 2022	  	$107,100	  	In progress(6)
	
Joey Saputo
	  	 	500,000       	 	  	December 5, 2014	  	$8,933,159	  	Yes

  

	(1)	 Value calculated based on the closing price of the Corporation’s common shares on the TSX on
December 31, 2018 ($35.30) and including value of DSUs held. 



	(2)	 Leslie Abi-Karam was appointed as a director on July 26, 2018 and consequently has until July 26,
2022 to comply with the minimum share ownership requirement. 



	(3)	 Value of the stock options held by Mr. Bédard is not included for the purpose of determining
share ownership value. 



	(4)	 Diane Giard was appointed as a director on October 22, 2018 and consequently has until October 22,
2022 to comply with the minimum share ownership requirement. 



	(5)	 Debra Kelly-Ennis was appointed as a director on May 29, 2017 and consequently has until May 29,
2021 to comply with the minimum share ownership requirement. 



	(6)	 Arun Nayar was first elected as a director on April 25, 2018 and consequently has until April 25,
2022 to comply with the minimum share ownership requirement. 



	(7)	 Since the directors’ fees paid to directors who are U.S. residents are paid in U.S. dollars, the minimum
share ownership requirement (5x annual retainer) shown in the table above is in Canadian dollars and was calculated based on the average Bank of Canada daily exchange rate for 2018 (1.00 USD = 1.2957 CAD). 



	(8)	 Value equal to five times the amount of the director’s annual Board retainer fees.



 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 

As at March 14, 2019, none of the directors, executive officers, employees or former directors, executive officers or employees of the
Corporation or any of its subsidiaries was indebted to the Corporation or a subsidiary of the Corporation in connection with a purchase of securities or for any other matter nor was any such person indebted to any other entity where such
indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or a subsidiary of the Corporation. 

During the fiscal year ended December 31, 2018, none of the directors or executive officers of the Corporation, proposed nominees for
election as a director, or any associate of the foregoing was indebted to the Corporation or any subsidiary of the Corporation nor was any such person indebted to any other entity where such indebtedness was the subject of a guarantee, support
agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or a subsidiary of the Corporation. 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 

No executive officer, director of the Corporation or any subsidiary of the Corporation, person or company who beneficially owns, or controls
or directs, directly or indirectly, voting securities of the Corporation carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, person proposed for election as a director, or any associate or
affiliate of the foregoing had a material interest in any material transaction effected by the Corporation since the commencement of the Corporation’s most recently-completed financial year or in any proposed material transaction. 

  
 46 













 AUDIT COMMITTEE INFORMATION 

Reference is made to the section entitled “Audit Committee” of the Corporation’s 2018 Annual Information Form for required
disclosure relating to the Audit Committee of the Board of Directors. The 2018 Annual Information Form will be available under the Corporation’s profile on SEDAR at www.sedar.com on or about March 30, 2019 and may also be obtained by
contacting the Secretary of the Corporation at 8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Québec H4S 1Z6, telephone (514) 331-4000. 

APPOINTMENT OF AUDITOR 

KPMG LLP, Chartered Professional Accountants, have been the auditor of the Corporation or its predecessors since 2003. Except where
authorization to vote with respect to the appointment of the auditor is withheld, the persons named in the accompanying form of proxy intend to vote at the Meeting for the appointment of KPMG LLP, Chartered Professional
Accountants, as the auditor of the Corporation until the next annual meeting of shareholders and at such remuneration as may be set by the directors. 

RATIFICATION, CONFIRMATION AND APPROVAL OF 2019 STOCK OPTION PLAN 

The terms and conditions of the 2019 Plan are set out above under “Executive Compensation – Compensation Discussion and Analysis
– Determining Compensation – Long-Term Incentive Plans”. Under the policies of the TSX, a security-based compensation arrangement such as the 2019 Plan must, when initially put in place,
receive shareholder approval at a duly-called meeting of shareholders. Accordingly, at the Meeting, shareholders will be asked to adopt a resolution in the form annexed hereto as Schedule A (the “2019 Plan Resolution”),
ratifying, confirming and approving the 2019 Plan. In order to be adopted, the 2019 Plan Resolution must be approved by a majority of the votes cast by the holders of the common shares of the Corporation, either present in person or represented
by proxy at the Meeting. Should shareholders fail to ratify, confirm and approve the 2019 Plan, it will be cancelled. Unless otherwise specified, the persons named in the accompanying form of proxy intend to vote for the 2019 Plan Resolution.

 The complete text of the 2019 Plan is available to shareholders on request from the Secretary of the Corporation. Shareholders wishing to
receive a copy of the 2019 Plan should contact the Secretary of the Corporation at 8801 Trans-Canada Hwy, Suite 500, Saint-Laurent, Québec H4S 1Z6, telephone (514) 331-4000. 

CONFIRMATION OF AMENDMENT TO BY-LAWS 

Mandatory Retirement Age of Directors 

Section 7 of By-Law No. 1 of the Corporation previously provided that no person could be
elected a director of the Corporation if he or she had attained the age of 80 prior to the date of the meeting at which an election of directors was to take place, subject to the right of the Board to waive the foregoing retirement age in one-year increments as regards a candidate for election as director if the Board determined it was in the interests of the Corporation to do so. 

At a meeting held on December 17, 2018, the Board of Directors adopted a resolution to amend
By-Law No. 1 in order to delete Section 7, effectively removing a mandatory retirement age for directors. The Board of Directors is of the view that an arbitrary age limit may restrict experienced
and valuable Board members from serving the Corporation. Rather than imposing an age limit, the Corporate Governance and Nominating Committee will continue to monitor the overall composition of the Board of Directors, having regard to, among other
things, the Board’s diversity of skill sets and an alignment of the Board’s areas of expertise with the Corporation’s strategy. 

At the Meeting, shareholders will be asked to approve a resolution in the form annexed hereto as Schedule B (the “By-Law Resolution”) confirming the amendment to By-Law No. 1. In order to be adopted, the By-Law Resolution must be
approved by a majority of the votes cast by the holders of the common shares of the Corporation, either present in person or represented by proxy at the Meeting. Unless otherwise specified, the persons named in the accompanying form of proxy
intend to vote for the By-Law Resolution. 

  
 47 













 SHAREHOLDER PROPOSALS 

The Canada Business Corporations Act (the “CBCA”) provides that a registered holder or beneficial owner of shares that
is entitled to vote at an annual meeting of the Corporation may submit to the Corporation notice of any matter that the person proposes to raise at the meeting (referred to as a “Proposal”) and discuss at the meeting any matter in
respect of which the person would have been entitled to submit a Proposal. The CBCA further provides that the Corporation must set out the Proposal in its management proxy circular along with, if so requested by the person who makes the
Proposal, a statement in support of the Proposal by such person. However, the Corporation will not be required to set out the Proposal in its management proxy circular or include a supporting statement if, among other things, the Proposal is not
submitted to the Corporation at least 90 days before the anniversary date of the notice of meeting that was sent to the shareholders in connection with the previous annual meeting of shareholders of the Corporation. As the notice in connection
with the Meeting is dated March 14, 2019, the deadline for submitting a proposal to the Corporation in connection with the next annual meeting of shareholders is December 14, 2019. 

The foregoing is a summary only. Shareholders should carefully review the provisions of the CBCA relating to Proposals and consult with
a legal advisor. 
 CORPORATE GOVERNANCE 

National Policy 58-201 Corporate Governance Guidelines and National Instrument 58-101 Disclosure of Corporate Governance Practices set out a series of guidelines for effective corporate governance. The guidelines address matters such as the composition and independence
of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members. Each reporting issuer such as the Corporation must disclose on an annual basis and in prescribed form, the
corporate governance practices that it has adopted. The following is the Corporation’s required annual disclosure of its corporate governance practices. 

At present, ten individuals serve as directors of the Corporation. If the persons named under “Board of Directors Renewal and Director
Selection – Nominees for Election as Director” above are elected, there will be ten individuals serving as directors of the Corporation. 
  

	1.	 Board of Directors 



The Board considers that Leslie Abi-Karam, André Bérard, Lucien Bouchard, Diane Giard,
Richard Guay, Debra Kelly-Ennis, Neil D. Manning, Arun Nayar and Joey Saputo are independent within the meaning of National Instrument 52-110 Audit Committees. 

The Board of Directors considers that Alain Bédard is not independent within the meaning of National Instrument 52-110 Audit Committees in that he is the President and CEO of the Corporation. 

As at December 31, 2018, nine of the ten members of the Board of Directors are independent within the meaning of National
Instrument 52-110 Audit Committees. Accordingly, a majority of the directors on the Board of Directors is independent. 

The following directors are currently directors of other issuers that are reporting issuers (or the equivalent) in a
jurisdiction of Canada or a foreign jurisdiction: 
  

			
	Name of Director	 	Issuer
	 	 
	
André Bérard
	 	BMTC Group Inc.
	 	 
	 Lucien
Bouchard
	 	BMTC Group Inc.
	 	 
	 Diane
Giard
	 	Bombardier Inc.
	 	 
	 Debra
Kelly-Ennis
	 	 Carnival Corporation & plc

Altria Group, Inc.

	 	 
	 Arun
Nayar
	 	 Bemis Company

Rite Aid Inc.



 The independent members of the Board of Directors meet at least on a quarterly basis
without non-independent members of the Board of Directors or members of management present. In 2018, the independent members of the Board of Directors held an in camera meeting following each of the
five Board meetings held, at which non-independent members of the Board of Directors and members of management were not present. 

  
 48 













 As Alain Bédard, the Chairman of the Board of Directors, is not
an independent director, the Board of Directors has appointed André Bérard as “lead director” of the Board. The Board of Directors considers that André Bérard is independent within the meaning of
National Instrument 52-110 Audit Committees. 
 As lead director of the Board
of Directors, Mr. Bérard provides leadership in ensuring the effectiveness of the Board of Directors and is responsible for: (i) ensuring committees of the Board of Directors function appropriately; (ii) chairing meetings of
the independent members of the Board of Directors; (iii) chairing meetings of the Board of Directors when Alain Bédard, the Chairman of the Board of Directors, is absent; and (iv) ensuring that the Board of Directors functions
independently of management. 
 In 2018, there were five Board meetings, two HRCC meetings, four CGNC meetings and five
Audit Committee meetings. Attendance of members of the Board at the meetings is set out in the table on page 16 of this Circular. 
  

	2.	 Board Mandate 



The Charter of the Board of Directors is incorporated by reference in this Circular and is available under the
Corporation’s profile on SEDAR at www.sedar.com and on the Corporation’s website at www.tfiintl.com. 

The Board of Directors has adopted a policy regarding majority voting for the election of directors. The policy is described
on page 15 of this Circular. 
  

	3.	 Position Description 



The Board of Directors has developed a written position description for the Chairman of the Board of Directors. 

The primary role and responsibility of the chair of each committee of the Board of Directors is to: (i) in general,
ensure that the committee fulfills its mandate, as determined by the Board of Directors; (ii) chair meetings of the committee; (iii) report thereon to the Board of Directors; and (iv) act as liaison between the committee and the Board
of Directors and, if necessary, management of the Corporation. 
 The Board of Directors has developed a written position
description for the Lead Director. This position is described in section 1 above. 
 The Board of Directors has developed a
written position description for the President and CEO. The primary role and responsibility of the President and CEO is to (i) direct, supervise, coordinate and assume overall management responsibility for all areas of the Corporation’s
businesses, and have full profit and loss responsibility for the Corporation; (ii) be responsible for developing the strategic direction for the business, evaluating alternative market strategies, identifying competitive issues, capitalizing on
the core strengths of the enterprise, and developing and implementing operating plans to achieve the organization’s objectives; (iii) represent the Corporation, as appropriate, in its relationships with major customers, suppliers, the
banking and financial community, and the public to promote a positive image in the industry and to promote business growth and success; (iv) motivate, measure, coach and mentor the management staff and employee base to ensure optimum operating
performance; and (v) work closely with the Board to keep it informed and enable it to render effective counsel to ensure long-term success. 
  

	4.	 Orientation and Continuing Education 



The Corporation provides new members of the Board of Directors with an appropriate orientation and company package and has
adopted a New Director Training and Development Program. 
 Occasionally, Board meetings are held at operating sites of the
Corporation’s various divisions and the directors are offered guided tours of operational sites. 
 Members of
executive management regularly meet with the directors at Board meetings to familiarize the Board of Directors with the Corporation’s business issues and opportunities. They offer high-level presentations to the directors about their respective
businesses. In addition, the Board is also offered presentations by third parties such as financial institutions. The following presentations were offered to the Board in 2018: 

  
 49 














	 	●	 	 February 2018 - Presentation given by the Vice President, Insurance and Compliance of the Corporation on the
Insurance and Claim challenges in the industry, at which all Board members were present. 


  

	 	●	 	 December 2018 - Presentation given by the Vice President, Information Technologies of the Corporation on Cyber
Security, at which all Board members were present. 


 Board members are encouraged to attend conferences,
seminars and training on relevant topics with a view to individual development and education as well as improvement of Board effectiveness. The Board members have access to a list of conferences, seminars and training on different relevant topics
which they are invited to attend on a voluntary basis. 
 On an annual basis, the Board of Directors is surveyed to
determine the knowledge of its members on various matters. The topics of education will be influenced by the results of such surveys, in order to address any lack of knowledge or gaps in the collective education of the directors. 

 

	5.	 Ethical Business Conduct 



The Board of Directors has adopted a Code of Ethics for the Corporation, a copy of which is sent to all employees of the
Corporation and its subsidiaries. The Code of Ethics is available under the Corporation’s profile on SEDAR at www.sedar.com and on the Corporation’s website at www.tfiintl.com. 

The CGNC ensures that a copy of the Code of Ethics is sent to all new employees. On an annual basis, the CGNC reviews the Code
of Ethics and questions management as to how the Code of Ethics has been applied. In particular, the CGNC determines whether there have been derogations from the Code of Ethics and, if so, the circumstances and details thereof. 

There are no material change reports filed since the beginning of the Corporation’s most recently-completed financial
year that pertain to any conduct of a director or executive officer that constitutes a departure from the Code of Ethics. 

Since the beginning of the Corporation’s most recently-completed financial year, it has not entered into any transactions
or agreements in respect of which a member of the Board of Directors or an executive officer of the Corporation had a material interest. If such a transaction or agreement arises, the member of the Board of Directors who has a material interest
therein will not participate in meetings of the Board of Directors at which the transaction or agreement is considered. 

In addition to the measures set out above, the Board of Directors has adopted the following policies: 

Rules of Conduct of Insiders Respecting Trading of Securities of the Corporation. The Rules of Conduct apply to the
members of the Board of Directors and to senior executives of the Corporation and its major subsidiaries. Approximately 150 people are subject to the Rules of Conduct. The Rules of Conduct provide for “blackout” periods during which
trading in the securities of the Corporation is not permitted, and require that prior approval for trading in securities of the Corporation be obtained from either the President and CEO or the Secretary of the Corporation. 

Disclosure Policy. This policy is applicable to the Board of Directors and to all executive officers and employees of
the Corporation and its subsidiaries, and is intended to ensure compliance by the Corporation with legal disclosure requirements and good corporate governance. 

Privacy Policy. This policy is intended to protect the privacy of all information related to employees, directors,
officers, agents, independent contractors, consultants, advisors, suppliers and customers of the Corporation and its subsidiaries. 

Clawback Policy and Anti-Hedging Policy. These policies were adopted by the CGNC on January 1, 2015. The Clawback
Policy is designed to set the guidelines for recovery of performance-based compensation of senior executives of the Corporation in certain circumstances when the financial statements of the Corporation are restated. The Anti-Hedging Policy was
adopted to prohibit directors and other senior executives of the Corporation and its divisions from using derivatives or other financial instruments to retain legal ownership of their shares in the Corporation while reducing their exposure to
changes in the Corporation’s share price. 
 Social Media Policy. Adopted in 2016, this policy is intended to
control use of social media which is increasingly prevalent in daily communications and has a rapid, far-reaching effect. The Policy serves as a guide to employees and to those doing business with the
Corporation, to ensure all fully understand the implications of using this interactive technology platform. Those who work for or represent the Corporation are expected to adhere to this policy. 

  
 50 













 Child Labour and Forced Labour Policy. This Policy is based on the
Corporation’s commitment to find practical, meaningful and appropriate responses to support the prevention and effective elimination of child labour and forced labour practices, in accordance with the principles set forth by the International
Labour Organization (ILO) and by the Canada Labor Code and similar legislation in force in each of the provinces of Canada. 
  

	6.	 Nomination of Directors 



The CGNC is responsible for recommending candidates for election, filling vacancies on the Board of Directors and assessing
the performance of the Board of Directors. The Board of Directors also uses the services of recruitment firms in order to identify potential new members of the Board of Directors. 

The responsibilities, powers and operations of the CGNC are set out in its charter, which is incorporated by reference in this
Circular and available under the Corporation’s profile on SEDAR at www.sedar.com and on the Corporation’s
website at www.tfiintl.com. The CGNC is composed exclusively of independent directors. 

 

	7.	 Compensation 



The CGNC is mandated to review and recommend to the Board of Directors for approval the compensation of the directors of the
Corporation. The review is done on an annual basis in light of market conditions and, if appropriate, adjustments are made to the level of compensation of the directors at the beginning of each year. 

The role of the HRCC is to monitor and assess the performance of the NEOs and determine their compensation levels on an annual
basis. Further information is provided under the section “Executive Compensation – Compensation Discussion and Analysis” above. 

The Board of Directors adopted a shareholding policy for directors under which the directors were originally required to own a
minimum number of common shares of the Corporation equivalent in value to twice their annual retainer as Board members. This policy was amended a first time to increase the minimum shareholding to three times the annual retainer of the Board members
and a second time to increase such minimum to five times the annual retainer of the Board members. The directors have a period of four years from the date of their appointment to comply with the minimum shareholding requirement, and a period of two
years from the date of any increase in their annual retainer fees or from the date of any other increase in the minimum shareholding value to comply with any such increase to the minimum shareholding requirement. 

The Board of Directors adopted a shareholding policy for NEOs under which the NEOs are required to own a minimum number of
common shares of the Corporation equivalent in value to: (i) five times annual salary for the CEO; (ii) two times annual salary for Executive Vice-Presidents; and (iii) 0.5 times annual salary for other designed executives. Designated
Executives have a period of two years from the date the minimum requirement is increased to comply with the additional new minimum requirement. Until a Designated Executive’s minimum share ownership requirement is met, he or she must retain
100% of Gain Shares resulting from the exercise of stock options. “Gain Shares” means the net number of shares remaining subsequent to the sale of shares used for payment of the stock option being exercised and for any tax
withholding obligations. A Designated Executive who is subsequently promoted to a higher level will have five years from the date of promotion to acquire any additional shares to comply with the required level of share ownership. Once achieved,
ownership of the shares must be maintained as long as the executive remains a Designated Executive. 
 The responsibilities,
powers and operations of the HRCC are set out in its charter, which is incorporated by reference in this Circular and available under the Corporation’s profile on SEDAR at
www.sedar.com and on the Corporation’s website at www.tfiintl.com. The HRCC is composed exclusively of independent directors. 

The Corporation has used WTW to provide advice on various executive compensation matters. 

Further information is provided under the section entitled “Executive Compensation – Compensation Discussion and
Analysis” above. 
  

	8.	 Other Board Committees 



There are no committees of the Board other than the: Audit Committee, HRCC and CGNC. 

  
 51 














	9.	 Assessments 



Each member of the Board of Directors completes a questionnaire on an annual basis assessing the effectiveness of the Board of
Directors. The completed questionnaires are analyzed by the Secretary of the Corporation, who reports to the Chairman of the CGNC. In particular, if two or more members of the Board of Directors express the same concern, it is reported to the Chair
of the CGNC and addressed at the next meeting of the CGNC. If necessary, the concern is also addressed at the next meeting of the Board of Directors. 
  

	10.	 Director Term Limits and Other Mechanisms of Board Renewal 



Previously, under By-law No. 1 of the Corporation, no person could be elected a
director of the Corporation if he or she had attained the age of 80 prior to the date of the meeting at which an election of directors was to take place, subject to the right of the Board to waive the foregoing retirement age in one-year increments as regards a candidate for election as director if the Board determined it was in the interests of the Corporation to do so. On December 17, 2018, the Board of Directors adopted a resolution
to amend By-Law No. 1 in order to delete the foregoing provision, effectively removing a mandatory retirement age for directors. At the Meeting, shareholders will be asked to approve the By-Law Resolution in the form annexed hereto as Schedule B, confirming the foregoing amendment to By-Law No. 1. 

The Corporation has considered but has not adopted other term limits for directors or other formal mechanisms of Board
renewal. This topic is assessed and discussed yearly by the CGNC when evaluating the Corporation’s corporate governance practices compared to best practices. 
  

	11.	 Policies Regarding the Representation of Women on the Board 



The Corporation considers diversity, including gender, as an important component of the selection process for new Board
members. The Board considers the presence of men and women on the Board as an added value. In 2018 the CGNC had given itself the mandate to find at least a second woman to sit on the Board, to meet a target of at least two women to sit on the Board
in the next two years. The CGNC surpassed its objective by recruiting two additional women in 2018, so that three women now sit on the Board. 

The Board adopted a Board Diversity Policy which is described on pages 17-18 of this
Circular. 
  

	12.	 Consideration of the Representation of Women in the Director Identification and Selection Process



 Representation of women on the Board is one of the factors taken into consideration by the CGNC in
the selection process for new Board members. This consideration is assessed yearly by the CGNC when evaluating the Corporation’s corporate governance practices compared to best practices. The CGNC has emphasized recruiting women in recent years
in the mandates it has given to search firms and by identifying candidates who are women in its selection process. In 2018, women represented 30% of the Board composition. 

The Board adopted a Board Diversity Policy which is described on pages 17-18 of this
Circular. 
  

	13.	 Consideration Given to the Representation of Women in Executive Officer Appointments



 The Corporation gives consideration to gender diversity in its executive-officer appointment
process. The Corporation considers the presence of men and women on its executive team as an added value. At present, 17.6% of the Corporation’s executive officers, as defined in National Instrument
58-101 Disclosure of Corporate Governance Practices, are women. 
  

	14.	 Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer
Positions 


 The Corporation has not adopted a “target” regarding women on the Board of
Directors or in executive officer positions. The term “target” is defined in National Instrument 58-101 Disclosure of Corporate Governance Practices as, in effect, a number or percentage, or a
range of numbers or percentages, adopted by the Corporation of women on the Board of Directors or in executive officer positions of the Corporation by a specific date. Although the Corporation has not adopted a target for the number of women on the
Board of Directors or in executive officer positions, it has always supported and continues to pursue its efforts to promote female representation, as evidenced by the percentages set out in sections 12 and 13 above. In its work related to the
composition of the Board of Directors, representation of women on the Board is one of the factors taken into consideration by the CGNC. 

  
 52 














	15.	 Number of Women on the Board and in Executive Officer Positions 



In 2018, of the ten members of the Board of Directors of the Corporation, three (30%) were women. 

Of the 17 executive officers of the Corporation, as defined in National Instrument
58-101 Disclosure of Corporate Governance Practices, three (17.6%) are women. 
 INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 
 The Corporation is not aware of any material interest, direct or indirect, by way of
beneficial ownership of securities or otherwise, of (i) any person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year, (ii) any nominee for election
as director of the Corporation, or (iii) any associate or affiliate of the persons listed in (i) and (ii), in any matter to be acted upon at the Meeting, other than the election of directors. 

OTHER MATTERS 
 Management
of the Corporation knows of no other matter to come before the Meeting other than those referred to in the Notice of Annual and Special Meeting of Shareholders. However, if any other matters which are not known to management should properly come
before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment. 

ADDITIONAL INFORMATION 

The Corporation’s financial information is included in its consolidated financial statements, the notes thereto and Management’s
Discussion and Analysis for the financial year ended December 31, 2018. Copies of the foregoing documents and additional information relating to the Corporation can be found under the Corporation’s profile on SEDAR at www.sedar.com and may also be obtained upon request to the Secretary of the Corporation at its head office,
8801 Trans-Canada Highway, Suite 500, Saint-Laurent, Québec H4S 1Z6, telephone (514) 331-4000. 

AUTHORIZATION 
 The
contents and the mailing of this Circular have been approved by the Board of Directors of the Corporation. 
 (signed) Alain Bédard 

Alain Bédard, FCPA, FCA 
 President and Chief Executive
Officer 
 TFI International Inc. 
 Signed in
Etobicoke, Ontario 
 March 14, 2019 

  
 53 













 SCHEDULE A 

SHAREHOLDERS’ RESOLUTION 

WHEREAS on February 27, 2019, the Board of Directors of the Corporation adopted the 2019 Stock Option Plan; and 

WHEREAS pursuant to the policies of the Toronto Stock Exchange, it is necessary to obtain the approval of the shareholders of
the Corporation with respect to the 2019 Stock Option Plan. 
 BE AND IT IS HEREBY RESOLVED: 

THAT the 2019 Stock Option Plan, as adopted by the Board of Directors of the Corporation on February 27, 2019 and as
described in the management proxy circular of the Corporation dated March 14, 2019, be and it is hereby ratified and confirmed; 

THAT the maximum number of common shares that can be issued upon the exercise of options granted under the 2019 Stock Option
Plan is five million (5,000,000); and 
 THAT the directors and proper officers of the Corporation be and they are hereby
authorized, on behalf of the Corporation, to execute and sign any documents and perform all acts necessary or useful, in their discretion, in order to give effect to this resolution. 

  
 54 













 SCHEDULE B 

SHAREHOLDERS’ RESOLUTION 

CONFIRMATION OF AMENDMENT TO BY-LAWS – MANDATORY RETIREMENT AGE OF DIRECTORS 

WHEREAS Section 7 of By-Law No. 1 of the Corporation previously provided, in effect,
that no person could be elected as a director of the Corporation if he or she had attained the age of 80 prior to the date of the meeting at which an election of directors was to take place, subject to the right of the Board of Directors to waive
the foregoing retirement age in one-year increments as regards a candidate for election as director if the Board determined it was in the interests of the Corporation to do so; 

WHEREAS on December 17, 2018, the Board of Directors adopted a resolution to delete Section 7 in its entirety, thereby
eliminating in effect the mandatory retirement age for directors; and 
 WHEREAS pursuant to the Canada Business Corporations
Act, the foregoing amendment is effective from the date of the resolution of the Board of Directors until it is confirmed, confirmed as amended or rejected by the shareholders of the Corporation; 

BE AND IT IS HEREBY RESOLVED: 

THAT the foregoing amendment to Section 7 of By-Law No. 1 be and it is
hereby confirmed; and 
 THAT the directors and proper officers of the Corporation be and they are hereby authorized, on
behalf of the Corporation, to execute and sign any documents and perform all acts necessary or useful, in their discretion, in order to give effect to this resolution. 

  
 55