📅 What This Document Is ℹ️

This document is a highly formal and complex "Information Circular" and proxy statement. It is not a financial earnings report; rather, it is a governance document used to prepare shareholders for the Annual and Special Meeting of Shareholders. Its primary purpose is to inform you about all the business matters that will be voted upon, including electing directors and approving compensation plans.

The filing is solicited by Management and outlines the necessary steps for the company to maintain its corporate structure and compensation programs. 👉 Key Takeaway: If you are an investor, reading this document is crucial because it tells you exactly what decisions you, the shareholder, will be voting on.

🏢 GFL Environmental Inc. Overview 🌱

While the filing is procedural, it confirms GFL Environmental Inc. is a major player in the environmental services sector. The company is seeking to solidify its management structure and long-term financial incentives by holding this annual meeting.

The document is structured around several key votes that determine who runs the company and how its executives are paid. 👉 In simple terms: GFL is reporting to its owners (the shareholders) and asking for approval to continue operating under its current leadership and compensation structures.

🌐 Meeting Logistics & Voting Procedures 🗳️

The Annual and Special Meeting of Shareholders is scheduled for May 13, 2026, at 10:00 a.m. Eastern Time. Critically, the meeting will be held in a live, virtual-only format via audio webcast (https://meetings.lumiconnect.com/400-793-639-180).

• Proxy Deadline: To ensure your vote is counted, any proxies must be received by the transfer agent, Computershare, by no later than 10:00 a.m. Eastern Time on May 11, 2026.
• Voting Methods: Shareholders can vote by telephone, the Internet, or by mail (though the virtual methods are emphasized).
• Proxy Authority: The proxy form grants the designated proxyholder discretionary authority, allowing them to vote on matters that might not be specifically listed in the main notice.

📚 Annual Financial Review 💵

One of the core topics at the meeting is the presentation of the company's financial health. Shareholders will receive and consider GFL’s audited annual financial statements for the year ended December 31, 2025 (referred to as Fiscal 2025).

These financial statements, along with the Management’s Discussion and Analysis (MD&A), are available on the company's website (http://investors.gflenv.com) and on SEDAR+ at http://www.sedarplus.ca.

The presentation of the 2025 Financial Statements and the Annual Report (Form 40-F) is critical because it allows shareholders to assess the company's performance and stability over the past year. 👉 Why it matters: This vote signals the beginning of the fiscal reporting cycle, and the information contained dictates how the board and management will plan for the future.

🏛️ Election of Directors & Board Governance 👥

Shareholders must vote to elect the company's directors who will serve until the end of the next annual meeting. The Board of Directors currently recommends that all eight nominated individuals be elected.

• Board Structure: The Board can consist of a minimum of three and a maximum of fifteen directors.
• Majority Vote Policy: The Board has adopted a "Majority Voting Policy." This means if a nominated director receives more votes "withheld" than votes "for," the director will promptly tender their resignation.
• Director Tenure: Directors are elected to serve until the next annual meeting or until their successors are elected or appointed.
• Voting Weight: Voting rights are weighted: shareholders have one vote for each subordinate voting share and 10 votes for each multiple voting share held on April 13, 2026.

🧑‍⚖️ Appointment of External Auditor 🔎

The Board recommends the reappointment of KPMG LLP as the company’s external auditor. This appointment is necessary until the next annual general meeting of shareholders.

The Board also requests authorization to fix the auditor’s remuneration for the services provided for Fiscal 2025 and Fiscal 2024. This vote ensures that the company maintains its ability to undergo a rigorous, independent financial review.

💰 Long-Term Incentive Plan (LTIP) Renewal 🌟

The LTIP is a compensation plan designed to reward executive officers and employees by tying their pay to the company's long-term value. Because of rules set by the Toronto Stock Exchange (TSX), the shareholders must vote every three years to renew this plan.

The Board recommends the renewal of the LTIP, which was initially made effective on March 5, 2020. This resolution will:

• Approve all unallocated options, rights, or other entitlements under the LTIP.
• Allow the Company to continue granting these awards until May 13, 2029 (three years from the meeting date).

📈 Director Share Unit (DSU) Plan Renewal ⚙️

Similarly, the Director Deferred Share Unit (DSU) Plan is a specialized compensation arrangement for non-employee directors. Per TSX rules, this plan must also be approved by shareholders every three years.

The Board recommends renewing the DSU Plan, which was also effective on March 5, 2020. This approval will:

• Allow the Company to continue granting DSUs until May 13, 2029.
• Ensure that the current compensation model for the board remains compliant with regulatory rules.

👔 Executive Compensation ("Say on Pay") ⭐

This proposal asks for an advisory vote on the Company's approach to executive compensation. The Board's Nomination, Governance and Compensation Committee (NGC Committee) believes its existing programs align executive interests with shareholder value.

The program uses a mix of base salary, non-equity incentives, and equity-based awards (like options, PSUs, and RSUs). 👉 What it means: Although the vote is "advisory" (not legally binding), a strong shareholder vote gives management a clear signal about whether the compensation structure is acceptable.

👨‍💼 Board Director Credentials & Ownership Stakes 💼

The filing provides deep background on the eight nominated directors, highlighting their industry experience and tenure with GFL.

• Patrick Dovigi (Founder/CEO): He is the founder of GFL, having developed the company from a vision to become the 4th largest environmental services company in North America.
• Dino Chiesa (Independent): He is a seasoned real estate developer and investor with roles at major Canadian financial institutions, including past roles with Canada Mortgage and Housing Corporation.
• Violet Konkle (Independent): She has extensive executive experience, having previously served as President and CEO of The Brick Ltd. and holding senior positions at Walmart Canada and Loblaw Companies Ltd.
• Sandra Levy (Independent): She is a highly experienced senior human resources professional, having retired from the Chief People & Culture Officer role at the Canadian Olympic Committee.
• Jessica McDonald (Independent): Her experience includes serving as CEO of BC Hydro and Power Authority, a clean energy utility, and holding roles at Canada Post Corporation.
• Arun Nayar (Independent): He brings over 40 years of financial experience, having previously served as CFO of Tyco International and spent time at PepsiCo, Inc.
• Paolo Notarnicola (Independent): A Partner at BC Partners, he has strong ties to the environmental services sector, having previously worked on waste management deals at KKR.
• Ven Poole (Independent): He has more than 30 years of experience in the solid waste industry, having joined Waste Industries in 1990.

As of March 31, 2026, the directors and named executive officers, as a group, beneficially own or control approximately 22,345,035 shares, representing about 6.0% of the issued and outstanding shares.

⚖️ Corporate Governance Rules & Safeguards 🛡️

The filing dedicates significant sections to the rules governing the company. These include:

• Investor Rights Agreements: Large institutional investors (like BC Partners and Ontario Teachers) have specific rights defined in these agreements, including the ability to nominate a certain percentage of directors based on their ownership level (e.g., BC Partners is entitled to nominate 40% if it owns at least 30%).
• Advance Notice Provisions: These rules govern how shareholders can propose director nominations, requiring timely and detailed notice.
• Procedural Compliance: The filing is also accompanied by a certificate from Mindy Gilbert, Executive Vice President and Chief Legal Officer, certifying compliance with national securities reporting rules (NI 54-101).

📞 Key Dates & Contact Information 📩

For general shareholder inquiries, the transfer agent is Computershare.

• Computershare:
  • Phone: 1-800-564-6253 (toll-free in Canada and the United States)
  • Fax: 1-888-453-0330 (toll-free in Canada and the United States)
  • Email: [email protected]
  • Mailing Address: 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6

🧠 The Analogy

Voting on a company's annual meeting is like participating in a homeowner's association (HOA) vote. You aren't approving a single purchase; you're voting on the entire operating charter. You vote to elect the board (the "HOA Board") that will set the rules, approve the annual budget (financials), and decide how the building's managers and staff will be compensated (LTIP/DSU). Every proposal ensures the community—or in this case, the company—can continue operating legally and efficiently for the next few years.

🧩 Final Takeaway

This is a procedural filing designed to secure approval for the company's foundational governance pillars (board, auditor, and compensation plans) for the next three years, ensuring GFL can continue its operations and pay its leadership.