AGM 2025

May 14, 2025

Good morning, and welcome to the annual general meeting of shareholders of GFL Environmental Inc. My name is Patrick Dovigi, 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 would like to welcome you to the meeting. In terms of our agenda, I will call this meeting to order shortly and 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. After the formal part of the meeting, we will hold a Q&A session. All the meeting participants can ask questions by following the instructions on the meeting website. 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 at 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 will be revoking any previously submitted proxies, and only the electronic ballot submitted today at the meeting will be counted. At the end of the formal part of the meeting, we will have a Q&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&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. 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 statement factors and assumptions, we direct you to our public filings, including our most recently filed annual report on Form 40-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 Inc., through its representative, to act as scrutineer. The scrutineer will report on the number of 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 the proxy dated April 2nd, 2025. The notice of this meeting, the form of proxy, and the management information circular were provided to shareholders under applicable notice and access provisions and have been filed on SEDAR+ and EDGAR. The materials are also available on our website. Unless there's any objections, I will dispense with the notice of the meeting. I ask that copies of the notice, the circular, and the affidavit of mailing be kept by the secretary with the records of the meeting. The scrutineer's report indicates that the quorum required by our bylaws have been met, and as such, we can proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. Voting is being conducted by a single electronic ballot. Voting will close approximately 1 minute after the conclusion of the formal business of the meeting. If you're 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 meant 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 31st, 2024, as well as the auditor's report. These remain available on February 27th, 2025 on SEDAR+ and EDGAR, as well as our website. Unless there's any objection, I will dispense with the reading of the auditor's report. We will now move to the next item on today's agenda, which is the election of directors. As outlined in the circular, the following eight directors have been nominated to hold office until the close of the next annual general 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, Dino Chiesa, Raj Konkal, Sandra Levy, Jessica McDonald, Arun Nayar, Paolo Notarnicola, and Ven Poole. The circular contains information on each of the eight nominees, all of whom, other than myself, 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 voting policy under which any director nominee who receives more votes withheld than for 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 the Nomination, Governance and Compensation Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting. I move and second the motion to nominate the directors as set forth in the circular. The next item of business is the appointment of our auditor. I move and second that KPMG LLP will be reappointed as auditor of GFL for the ensuing year or until its successor is appointed, and the board is authorized to fix KPMG's remuneration for the ensuing year. We will now move on to the final item of business, which is the consideration of the advisory non-binding resolution on the company's approach to executive compensation, also referred to as say on pay advisory resolution. I move and 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 about the motions we have just presented. Please type into the instant messaging window any procedural questions you may have. There are no procedural questions that have been raised by any shareholder. Thank you for those, and if you have not voted on the resolutions, please do so now. After 1 minute, the voting page will disappear, and your electronic ballot will automatically be submitted. We will start the timer now, and the ballots will close on all resolutions in 1 minute. Voting is now closed. I would next ask the scrutineers to compile the report of the voting for the secretary to read before we end the formal portion of the meeting. Mr. Chairman, I've received the scrutineers' report and can confirm the following. Each of the eight 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. KPMG 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 their remuneration. The say on pay advisory resolution has been approved. As there are no further formal business to be brought before this meeting, I move and second that the formal portion of today's meeting be concluded. We will now begin the Q&A session of the meeting. All meeting participants can submit questions using the messaging platform on your screen. Please type in your questions now. Mindy will read any questions to be addressed. Mr. Chairman, there are no questions to be addressed. That concludes our meeting today. Thank you all for joining. The webcast will now end.