AGM 2021

May 19, 2021

Good morning, and welcome to the Annual General Meeting of Shareholders of GFL Environmental, Inc. My name is Patrick Davidge, and as Founder, CEO and Chairman of the Board of Directors of GFL, I will chair today's meeting. On behalf of our management and directors, I'd like to welcome you to the meeting. This is not how I envision holding our first meeting of shareholders as a public company. While we were looking forward to meeting more of you in person, we recognize the need to continue our to keep our employees, shareholders and community safe during the lingering impact of the COVID-nineteen pandemic. As a result, we have decided to host a virtual AGM this year, but hope to see you all in person at our next AGM. With that, I would like to introduce the representatives of GFL who are with us virtually today. They are Luke Pelosi, our Executive Vice President and Chief Financial Officer Mindy Gilbert, our Executive Vice President and General Counsel Greg Yorkson, our Executive Vice President and Chief Operating Officer and Joy Greyhack, our Executive Vice President of Strategic Initiatives. All of our directors are also joining us virtually today. In terms of agenda, I will call this meeting to order shortly, and we will address some preliminary matters. After that, the formal items of business will be moved and voted on, and the results will be announced at the end of the meeting. Only registered shareholders or their duly appointed holders can vote at this meeting. However, all meeting participants can ask questions by following the instructions on the meeting website. After the formal part of the meeting, we will hold a Q and A session, where Luke and I will be available to take your questions. I now call to order the Annual General Meeting of GFL Shareholders. With the consent of the meeting, I appoint Mindy Gilbert to act as Secretary and moderator of the meeting. Before the formal portion of the meeting begins, Mindy will provide some information on how the meeting will operate. Thank you, Patrick. Voting on all matters of the meeting will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders can vote on each item using the electronic ballot feature available on your screen. The electronic ballot will be open for all resolutions at the same time. This will allow you to vote on each resolution immediately or throughout the meeting. If you have already voted by proxy, you do not need to vote again during the meeting as your vote has been recorded and will be counted by the scrutineer. Registered shareholders and duly appointed proxy holders who have already submitted a valid proxy and want to vote again by electronic ballot at the meeting we'll be revoking any previously submitted proxies and only the electronic ballot submitted today at the meeting will be counted. As Patrick noted, at the end of the formal part of the meeting, we will have a Q and A session. Questions can be submitted using Lumi's instant messaging service. When asking a question, please indicate your name, which entity you represent, if any, and confirm if you are a registered shareholder, a duly appointed proxy holder, a beneficial shareholder or a guest. Questions will only be addressed at the end of the formal part of the meeting, except for questions regarding procedural matters or directly related to the motions before the meeting, which may be addressed during the meeting. During the Q and A period, we will answer questions that are relevant to GFL and the meeting matters. Questions should be succinct and cover a single topic. We will do our best to answer all relevant questions, but we will not answer any questions that relate to material non public information, personal grievances or personal business interests. If we encounter any technical difficulties, please remain logged on, and we will resume as soon as possible. Finally, I would like to remind everyone that today's meeting may include forward looking statements. These statements are given as of today's date and involve certain risks and uncertainties discussed in our public filings that are available on SEDAR and EDGAR. A number of factors and assumptions were applied in the formulation of these statements and actual results could differ materially. For additional information with respect to forward looking statements, factors and assumptions, we direct you to our public filings, including our most recently filed Annual Report on Form 20 F. I will now turn it over to Patrick to proceed with the formal portion of today's meeting. Thank you, Mindy. With the consent of the meeting, I appoint Computershare Investor Services through its representative to act the scrutineer. The scrutineer will report on the number of subordinated voting shares, multiple voting shares and Series A convertible preferred shares represented directly and by proxy at this meeting. The scrutineer will also tabulate the votes and report the results at the end of the meeting. The purpose of today's meeting is set out in detail in our management information circular dated April 8, 2021. Copies of the circular were made available to shareholders on April 16, 2021, together with the notice of the meeting in the form of proxy. Accordingly, unless there is any objection, I will dispense with the reading of the notice of the meeting. I have received a declaration prepared by our transfer agent indicating that a notice of this meeting, the management information circular and the accompanying proxy materials were duly mailed out to shareholders as of record as of April 5, 2021. I direct that a copy of the notice in Circular and the declaration of the mailing be kept by the Secretary with the records of the meeting. The Scrutineers report indicates that at least 2 shareholders holding an aggregate of more than 25% of the voting rights attached to the shares entitled to be voted at the meeting are present or represented by proxy. This meets the core requirements in our bylaws. So we are permitted to proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. As Mindy previously indicated, voting at today's meeting is being conducted by a single electronic ballot. Voting will close approximately 1 minute after the conclusion of the formal business of the meeting. Once voting closes, the scrutineers will tabulate the results of the vote for each matter. If you are a registered shareholder or duly appointed proxy holder, the online ballot will now be available on your screen. To expedite the meeting, I will propose and second all motions, but this is not intended to limit any questions with respect to the motions. The first item of business is the presentation of our audited annual financial statements for the fiscal year ended December 31, 2020, as well as our auditors' report thereon. These were made available on February 26, 2021, on SEDAR and EDGAR as well as our website. Unless there is any objection, I will dispense with the reading of the auditor's report. On May 5, we released our earnings for the Q1 of 2021. A copy of our Q1 investor presentation and a recording of our May 6 quarterly webcast are available on our website. I will not repeat the contents of that webcast, but I will say that we had an exceptionally strong start to the year with results that exceeded our expectations across nearly every single operating metric that we track. During the quarter, we continued to deliver on the growth strategies that we articulated at the time of the IPO, notwithstanding the significant COVID disruption we saw, particularly in Canada, where we generate almost 40% of our revenues. While I hope that by now we have already addressed all of your questions about our Q1 and our year end results, Luke and I will take any additional questions during the Q and A period. We will now move on to the next item on today's agenda, which is the election of directors. As outlined in the circular, the following 8 directors have been nominated to hold office until the close of the next Annual Meeting of Shareholders or until his or her successor is duly elected or appointed. All of the nominees are currently serving as directors of GFL. They are myself, Dean Okeza, Vi Konkol, Arun Nair, Paolo Nautamikola, Van Poel, Blake Sommer and Raymond Zwider. The circular contains information on each of these 8 nominees, 6 of whom are considered independent under Canadian and U. S. Securities laws and the rules of the New York Stock Exchange. I declare the nomination for directors to be closed. As described in the circular, we have adopted a majority of the voting policy under which any director nominee who receives more votes withheld than 4 must tender his or her resignation to me following the meeting. The resignation will be accepted by the Board of Directors unless it determines in consultation with our nomination, governance and compensation committee that there are exceptional circumstances that delay the acceptance of the resignation or justify rejecting it. I move and second a motion to nominate the directors as set forth in the circular. We will now move on to the next item of business, which is the appointment of our auditors. The audit committee of the Board of Directors has approved the appointment of Deloitte as our auditors, subject to shareholder confirmation. I move and second that Deloitte LLP will be appointed auditors of GFL for the ensuing year or until its successor is appointed and that the Board be authorized to fix Deloitte's remuneration for the ensuing year. That brings us to the final item of business for the meeting, which is the consideration of the advisory of non binding resolution on the company's approach to executive compensation, also referred to as the say on pay advisory resolution. The result of the say on pay advisory resolution vote will not be binding on the Board, but will be taken into account along with other relevant information when considering the company's approach to executive compensation. I move in second that the say on pay advisory resolution as set out in the circular be approved. I will now respond to any procedural questions raised by any shareholder that the motions we have just presented. Please type into the instant messaging window any procedural questions you with any procedural Patrick, there are no procedural questions that have been raised by any shareholder. Thank you, Mindy. For those who have not voted on the resolutions, please do so now. After 1 minute, the voting page will disappear and the ballots will close on all resolutions in 1 minute. Voting is now closed. I would like to ask that the scrutineers compile the report on the voting to be read by the secretary of the meeting. Before we end the formal portion of the meeting. Patrick, I received the scrutineers report and can confirm the following. Each of the 8 nominees named in the management information circular have been elected as directors of the company to serve until the next annual meeting of shareholders or until his or her successor is elected or appointed. Deloitte LLP has been appointed as auditor of the company to serve until the next annual meeting of shareholders or until a successor auditor is appointed and the Board of Directors is authorized to fix the remuneration. The Sanpei advisory resolution has been approved. As there is no further formal business to be brought before the meeting, I move in second that the formal portion of today's meeting be concluded. I would now like to call upon Luke Lorsley to join me for a Q and A session. All the meeting participants can submit questions during the Q and A session via the messaging platform on your screen. Please type in your questions now. And Mindy, please read any questions that need to be addressed. Patrick, there are no questions to be addressed. Thank you all for joining the meeting today. The webcast will now