NFI Group Inc. (TSX:NFI)
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Apr 30, 2026, 12:19 PM EST
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EGM 2023

Jun 27, 2023

Stephen King
VP of Strategy and Investor Relations, NFI Group

Thank you, Catherine. Good morning, everyone. I would like to welcome you to this special meeting of shareholders of NFI Group Inc. My name is Stephen King. I am the Vice President, Strategy and Investor Relations for NFI. We will start today's meeting by delivering a land acknowledgment, also known as a territorial acknowledgment. I acknowledge that I reside on, and that NFI's head office is located on Treaty One territory, the original lands of the Anishinaabe, Cree, Oji-Cree, Dakota, Lakota, Dene peoples, and the birthplace and homeland of the Métis Nation. We respect and give honor to the Indigenous people's history on this land and recognize First Nations, Métis, Inuit peoples' ongoing contribution in our neighborhoods and communities today. Before we commence with the formal business of the meeting, we'd like to advise you that some of the statements made this morning may contain forward-looking information.

These are subject to a number of risks and uncertainties that could cause actual results to differ. We refer you to the cautionary statements contained in our financial reports and other public documents for full details. I would now like to introduce Ms. Wendy Kei, the Chair of the Board of Directors of NFI Group, who will provide a welcome to today's meeting.

Wendy Kei
Chair of the Board of Directors, NFI Group

Thank you, Stephen. On behalf of the entire Board, let me welcome everyone to today's special meeting. The purpose of this meeting is to determine a critical matter for NFI Group. Our shareholders are being asked to consider a new equity investment in the company by Coliseum Capital Management, LLC, on behalf of certain funds and accounts that it manages. Coliseum have been a longtime shareholder and supporter of NFI. Mr. Adam Gray, Managing Partner and Co-Founder of Coliseum, has been a valued Board member since 2012, and during that time, has provided significant advice and insight on how NFI can best create and deliver shareholder value.

The $133 million invested by Coliseum represents an integral component of NFI's comprehensive refinancing plan, which is intended to improve financial flexibility, strengthening our balance sheet, and best position the company to capitalize on the historic demand for our products and expected future recovery. Over the past few months, our board has reviewed several proposals related to NFI's recapitalization plan and felt that the transaction with Coliseum is in the best interest of NFI. Mr. Adam Gray, the Co-Founder and the Managing Partner of Coliseum, has recused himself from this matter. Our Board unanimously supports the investment from Coliseum and recommends that the shareholders vote for the Share Issuance Resolution. I will now pass it on to Paul Soubry, the President and Chief Executive Officer and a Director of NFI Group, who will take us through the formal portion of the meeting.

Paul Soubry
President, CEO, and Director, NFI Group

Thank you, Wendy. Before we begin today, it is necessary to set out a few rules for the orderly conduct of the meeting, as this meeting is being held in a virtual format. Questions can be submitted using the instant messaging service of the virtual interface. When asking a question, please indicate your name, which entity you represent, if any, and indicate whether you are a duly appointed proxyholder or a guest. Questions will be read out before being addressed. Only duly appointed proxyholders are entitled to take part in and vote at this meeting. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot.

Duly appointed proxyholders who have properly logged in with their invite code and wish to vote, will be able to see on the screen the motion being brought forth at this meeting and can vote on this motion at any time up to the closing of the polls. Shareholders will have an opportunity to ask questions or make comments on the resolution before a vote is taken. I would encourage you to submit any questions you have on the resolution now. We will proceed with the formal portion of today's meeting. On behalf of the board, I wish to express thanks to those stakeholders, shareholders who have submitted their proxies in advance. To make best use of our time, I will move and second the proposal, which is called for in the notice of the meeting. The meeting will now come to order, and I shall ask Mr.

Colin Pewarchuk, Executive Vice President, General Counsel, and Corporate Secretary of the Corporation, to act as the Secretary of the meeting, and Etienne Melotte and Gail Demick of Computershare Investor Services Inc., the transfer agent of the corporation's common shares, to act as Scrutineers. Notice calling the meeting was mailed to shareholders on June 5th, 2023, we have received confirmation from the corporation's transfer agent as to its mailing. I direct that a copy of the notice with the certificate of mailing be kept with the records of this meeting. Just prior to the start of the meeting, I received a copy of the preliminary scrutineers' report on attendance. There are 59 shareholders holding 42,284,450 common shares represented in person or by proxy at this meeting.

This represents approximately 58.68% of our outstanding common shares as of the record date. Of the foregoing, 34,792,449 shares are entitled to be voted on the Share Issuance Resolution. I've been advised by the scrutineers that a quorum of shareholders is present. I therefore propose to proceed with the business of the meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. The item of business of the meeting is described in the information circular, which accompanies the notice of the meeting sent to all shareholders. The only item of business today is the approval of the Share Issuance Resolution regarding the proposed issuance of shares to Coliseum.

More particularly described in the information circular, which I will refer to in today's meeting as the Share Issuance Resolution. Stated in the information circular, the board of directors, excluding Mr. Adam Gray, the Co-Founder and Managing Partner of Coliseum, who recused himself from this matter, has recommended that shareholders vote for the Share Issuance Resolution. Described in greater detail in the information circular, the Share Issuance Resolution must be approved by at least a majority of the votes cast by disinterested shareholders. Stephen, were there any questions or comments submitted in connection with the Share Issuance Resolution?

Stephen King
VP of Strategy and Investor Relations, NFI Group

Paul, we have not received any questions.

Paul Soubry
President, CEO, and Director, NFI Group

It does not appear that we have any further questions regarding the Share Resolution. Stephen.

I now move and second, that the Share Issuance Resolution set forth in Schedule A to the information circular be approved. I mentioned earlier, voting today will be conducted by electronic ballot. Polls are open, and duly appointed proxy holders who have properly logged in with their invite code and wish to vote, will be able to see on the screen the motion being brought forth at this meeting. You have heard the motion. I would ask duly appointed proxy holders to cast their votes through the online portal. A reminder, if you've already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. We will provide approximately 30 seconds to complete the electronic ballots, and once the electronic ballot closes, the voting page will disappear and your votes will be automatically submitted.

Thank you for casting your votes. I have been advised by the scrutineers that based on the ballots and proxies deposited for the meeting and preliminary results of the voting, the motion has been voted in favor. Thus I declare the motions carried. The final voting results will be available after the meeting. We will post them on SEDAR. The formal item of business as set forth, set out in the notice of meeting has now been dealt with. If there is no further business to be brought before this meeting, I move and second, that the meeting now terminate. I declare the meeting terminated. This concludes our special meeting of the shareholders on behalf of NFI Group Inc. I'd like to thank you again for joining us today and for your continued support as we execute upon our comprehensive refinancing plan.

We expect that we will complete the full plan prior to the release of our second quarter financial results for 2023 on August 2nd, 2023, and the results of today's meeting will help support that overall timeline. Thank you for participating, and have a great day.

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