8-K12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2021

Commission File No. 001-37694

WEST FRASER TIMBER CO. LTD.

(Translation of registrant’s name into English)

501- 858 Beatty Street

Vancouver, British Columbia

Canada V6B 1C1

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F  ☐             Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  ☐

EXPLANATORY NOTE

Purpose of the Filing

West Fraser Timber Co. Ltd., a company amalgamated under the laws of British Columbia, Canada (“West Fraser”), is filing this Report on Form 6-K pursuant to Rule 12g-3(f) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12g-3(d) under the Exchange Act, West Fraser is a “successor issuer” to Norbord Inc. (“Norbord”) which has historically filed periodic reports under the Exchange Act. with the U.S. Securities and Exchange Commission (the “SEC”) (SEC File No.001-37694). As Norbord’s common shares (the “Norbord Shares”) were registered under Section 12(b) of the Exchange Act, West Fraser’s common shares (the “West Fraser Shares”) are now deemed registered under that section of the Exchange Act. Accordingly, as of the date hereof, West Fraser is required to and will file periodic reports under the Exchange Act.

This Report on Form 6-K is being filed using the EDGAR format type 8-K12B under Norbord’s SEC file number.

West Fraser is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act) and will file and submit reports to certain Canadian securities regulatory authorities under the Multijurisdictional Disclosure System. In addition, Norbord is also a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act).

Background and Succession Pursuant to Rule 12g-3(d)

On February 1, 2021, pursuant to the Arrangement Agreement between West Fraser and Norbord dated November 18, 2020, West Fraser acquired all of the outstanding Norbord Shares by way of a plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act. The West Fraser Shares issued in exchange for Norbord Shares under the Arrangement were exempt from registration under the U.S. Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof. Upon consummation of the Arrangement, Norbord shareholders received 0.675 of a West Fraser Share for each Norbord Share held, and Norbord became a wholly-owned subsidiary of West Fraser.

The West Fraser Shares are listed on the Toronto Stock Exchange (the “TSX”) under the trading symbol “WFG”. It is anticipated that on February 1, 2021: (a) the Norbord Shares will be suspended from trading on the New York Stock Exchange (the “NYSE”) prior to the opening of trading; and (b) the West Fraser Shares will be listed and commence trading on the NYSE under the trading symbol “WFG”.

The foregoing description of the Arrangement is qualified in its entirety by reference to the Information Circular of West Fraser, a copy of which is included as Exhibit 99.41 to this Report on Form 6-K.

Item 9.01 Financial Statements and Exhibits

FILED HEREWITH AS EXHIBITS TO THIS FORM 6-K

Exhibits
99.1	News release dated January 13, 2020
99.2	Audited Consolidated Annual Financial Statements of West Fraser Timber Co. Ltd. for the years ended December 31, 2019 and 2018
99.3	Management’s Discussion and Analysis for the year ended December 31, 2019
99.4	Annual Information Form of West Fraser Timber Co. Ltd. dated February 11, 2020

99.5	Certification of annual filings by CEO dated February 11, 2020
99.6	Certification of annual filings by CFO dated February 11, 2020
99.7	News release dated February 11, 2020
99.8	Notice of Annual General Meeting of Shareholders of West Fraser Timber Co. Ltd. dated March 6, 2020
99.9	Management Information Circular of West Fraser Timber Co. Ltd. dated March 6, 2020
99.10	Form of Proxy for Annual General Meeting of Shareholders of West Fraser Timber Co. Ltd.
99.11	Glossy Annual Report of West Fraser Timber Co. Ltd. dated February 11, 2020
99.12	News release dated March 19, 2020
99.13	News release dated March 25, 2020
99.14	News release dated March 27, 2020
99.15	News release dated March 30, 2020
99.16	News release dated April 3, 2020
99.17	News release dated April 9, 2020
99.18	Shareholder Rights Plan Agreement dated as of April 9, 2020 Between West Fraser Timber Co. Ltd. and AST Trust Company (Canada) as Rights Agent
99.19	Officer Certification dated April 16, 2020 in Respect of Annual General Meeting of Shareholders of West Fraser Timber Co. Ltd. to be held on May 26, 2020
99.20	Notice of Annual General Meeting of Shareholders of West Fraser Timber Co. Ltd. dated April 16, 2020
99.21	Management Information Circular of West Fraser Timber Co. Ltd. dated April 16, 2020
99.22	Form of Proxy for Annual General Meeting of Shareholders of West Fraser Timber Co. Ltd.
99.23	Condensed Interim Consolidated Financial Statements (Unaudited) of West Fraser Timber Co. Ltd. for the three months ended March 31, 2020

99.24	Management’s Discussion and Analysis for the three months ended March 31, 2020
99.25	Certification of interim filings by CEO dated April 28, 2020
99.26	Certification of interim filings by CFO dated April 28, 2020
99.27	News release dated April 28, 2020
99.28	News release dated May 11, 2020
99.29	Report of the Voting Results of the Annual General Meeting of Shareholders of West Fraser Timber Co. Ltd. held on May 26, 2020
99.30	News Release dated May 26, 2020
99.31	News release dated June 23, 2020
99.32	News release dated July 27, 2020
99.33	Condensed Interim Consolidated Financial Statements (Unaudited) of West Fraser Timber Co. Ltd. for the three and six months ended June 30, 2020
99.34	Management’s Discussion and Analysis for the three and six months ended June 30, 2020
99.35	Certification of interim filings by CEO dated July 27, 2020
99.36	Certification of interim filings by CFO dated July 27, 2020
99.37	News release dated September 9, 2020
99.38	News release dated September 29, 2020
99.39	News release dated October 26, 2020
99.40	Condensed Interim Consolidated Financial Statements (Unaudited) of West Fraser Timber Co. Ltd. for the three and nine months ended September 30, 2020
99.41	Management’s Discussion and Analysis for the three and nine months ended September 30, 2020
99.42	Certification of interim filings by CEO dated October 26, 2020
99.43	Certification of interim filings by CFO dated October 26, 2020
99.44	News release dated November 19, 2020

99.45	Arrangement Agreement made as of November 18, 2020 between West Fraser Timber Co. Ltd. and Norbord Inc.
99.46	Voting and Support Agreement made as of November  18, 2020 among Brookfield Asset Management Inc., certain affiliated entities of Brookfield Asset Management Inc., Norbord Inc. and West Fraser Timber Co. Ltd.
99.47	Material Change Report dated November 27, 2020
99.48	News Release dated December 8, 2020
99.49	News Release dated December 21, 2020
99.50	Amended and Restated Voting and Support Agreement dated as of November  18, 2020 as amended and restated on December 14, 2020 among Brookfield Asset Management Inc., certain affiliated entities of Brookfield Asset Management Inc., Norbord Inc. and West Fraser Timber Co. Ltd.
99.51	Officer Certification dated November 30, 2020 in Respect of Special Meeting of Shareholders of West Fraser Timber Co. Ltd. to be held on January 19, 2021
99.52	Notice of Special Meeting of Shareholders of West Fraser Timber Co. Ltd. dated December 15, 2020
99.53	Management Information Circular of West Fraser Timber Co. Ltd. dated December 15, 2020
99.54	Form of Proxy for Special Meeting of Shareholders of West Fraser Timber Co. Ltd.
99.55	News Release dated January 19, 2021
99.56	Report of the Voting Results of the Special Meeting of Shareholders of West Fraser Timber Co. Ltd. held on January 19, 2021
99.57	News Release dated January 22, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 1, 2021

WEST FRASER TIMBER CO. LTD.

/s/ Chris Virostek

Chris Virostek

Vice-President, Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

WEST FRASER TIMBER CO. LTD. -

Notice of Fourth Quarter Results Conference Call

VANCOUVER, Jan. 13, 2020 /CNW/ - West Fraser will hold an analysts’ conference call to discuss fourth quarter 2019 financial and operating results on Wednesday, February 12, 2020 at 8:30 a.m. Pacific Time/11:30 a.m. Eastern Time.

To participate in the call, please dial:

1-888-390-0546 (Toll-free North America)

Please let the operator know you wish to participate in the West Fraser conference call chaired by Mr. Ray Ferris, President and Chief Executive Officer.

Following management’s discussion of the quarterly results, the analyst community will be invited to ask questions.

The call will be recorded for webcasting purposes and will be available on our website at www.westfraser.com. West Fraser’s fourth quarter 2019 financial and operating results will be released on Tuesday, February 11, 2020.

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

West Fraser shares trade on the Toronto Stock Exchange under the symbol: “WFT”.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/January2020/13/c7266.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:06e 13-JAN-20

EX-99.2

Exhibit 99.2

West Fraser Timber Co. Ltd.

Consolidated Financial Statements

December 31, 2019 and 2018

RESPONSIBILITY OF MANAGEMENT

The management of West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is responsible for the preparation, integrity, objectivity and reliability of the consolidated financial statements. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and necessarily include amounts that represent the best estimates and judgments of management.

We maintain a system of internal controls over financial reporting that encompasses policies, procedures and controls to provide reasonable assurance that assets are safeguarded against loss or unauthorized use, transactions are executed and recorded with appropriate authorization and financial records are accurate and reliable.

Our independent auditor, which is appointed by the shareholders upon the recommendation of the Audit Committee and the Board of Directors, has completed its audit of the consolidated financial statements in accordance with generally accepted auditing standards in Canada and its report follows.

The Board of Directors provides oversight to the financial reporting process through its Audit Committee, which is comprised of four Directors, none of whom is an officer or employee of West Fraser. The Audit Committee meets regularly with representatives of management and of the auditor to review the consolidated financial statements and matters relating to the audit. The auditor has full and free access to the Audit Committee. The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements for issuance to the shareholders.

/s/ Raymond Ferris	/s/ Chris Virostek
Raymond Ferris	Chris Virostek
President and Chief Executive Officer	Vice-President, Finance
	and Chief Financial Officer
February 11, 2020

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INDEPENDENT AUDITOR’S REPORT

To the Shareholders of West Fraser Timber Co. Ltd.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of West Fraser Timber Co. Ltd. and its subsidiaries (together, the Company) as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

What we have audited

The Company’s consolidated financial statements comprise:

• the consolidated balance sheets as at December 31, 2019 and 2018;

• the consolidated statements of earnings and comprehensive earnings for the years then ended;

• the consolidated statements of changes in shareholders’ equity for the years then ended;

• the consolidated statements of cash flows for the years then ended; and

• the notes to the consolidated financial statements, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Other information

Management is responsible for the other information. The other information comprises the Management’s Discussion & Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is John Bunting.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, British Columbia

February 11, 2020

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West Fraser Timber Co. Ltd.

Consolidated Balance Sheets

As at December 31, 2019 and 2018

(in millions of Canadian dollars, except where indicated)

	2019		2018
Assets
Current assets
Cash and short-term investments	$	16	$	160
Receivables (note 24)		258		332
Income taxes receivable		135		48
Inventories (note 5)		729		791
Prepaid expenses		9		14
	1,147		1,345
Property, plant and equipment (note 6)		2,140		2,056
Timber licences (note 7)		493		513
Goodwill and other intangibles (note 8)		772		767
Export duty deposits (note 27)		80		75
Other assets (note 9)		26		32
Deferred income tax assets (note 19)		10		3
	$	4,668	$	4,791
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	16	$	13
Operating loans (note 12)		374		61
Payables and accrued liabilities (note 10)		396		448
Current portion of long-term debt (note 12)		10		—
Current portion of reforestation and decommissioning obligations (note 11)		41		39
Income taxes payable		—		34
	837		595
Long-term debt (note 12)		650		692
Other liabilities (note 11)		454		316
Deferred income tax liabilities (note 19)		253		292
		2,194		1,895
Shareholders’ Equity
Share capital (note 14)		483		491
Accumulated other comprehensive earnings		132		170
Retained earnings		1,859		2,235
		2,474		2,896
	$	4,668	$	4,791

Approved by the Board of Directors

/s/ Ried Carter	/s/ Robert L. Phillips
Reid Carter	Robert L. Phillips
Director	Lead Director

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West Fraser Timber Co. Ltd.

Consolidated Statements of Earnings and Comprehensive Earnings

For the years ended December 31, 2019 and 2018

(in millions of Canadian dollars, except where indicated)

	2019			2018
Sales	$	4,877		$	6,118
Costs and expenses
Cost of products sold		3,652			3,617
Freight and other distribution costs		713			732
Export duties (note 27)		162			202
Amortization		259			257
Selling, general and administration		211			231
Equity-based compensation (note 15)		6			7
Restructuring and impairment charges (note 16)		33			—
		5,036			5,046
Operating earnings		(159	)		1,072
Finance expense (note 17)		(49	)		(37	)
Other (note 18)		(11	)		37
Earnings before tax		(219	)		1,072
Tax recovery (provision) (note 19)		69			(262	)
Earnings	$	(150	)	$	810
Earnings per share (dollars) (note 21)
Basic	$	(2.18	)	$	10.88
Diluted	$	(2.34	)	$	10.62
Comprehensive earnings
Earnings	$	(150	)	$	810
Other comprehensive earnings
Translation gain (loss) on foreign operations1		(38	)		62
Actuarial gain (loss) on post-retirement benefits2		(99	)		24
Comprehensive earnings	$	(287	)	$	896

1. Recycled through earnings in the event of a disposal in net investment in foreign operations.

2. Adjusted through retained earnings. Net of tax recovery of $33 million (2018–$9 million provision).

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West Fraser Timber Co. Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

For the years ended December 31, 2019 and 2018

(in millions of Canadian dollars, except where indicated)

	Share capital						Translation of foreign operations
	Number of shares			Amount						Retained earnings			Total equity
Balance–December 31, 2017		77,946,036		$	549		$	108		$	2,069		$	2,726
Changes in Shareholders’ Equity for 2018
Translation gain on foreign operations		—			—			62			—			62
Actuarial gain on post-retirement benefits		—			—			—			24			24
Issuance of Common shares		8,598			1			—			—			1
Repurchase of Common shares		(8,135,796	)		(59	)		—			(617	)		(676	)
Earnings for the year		—			—			—			810			810
Dividends1		—			—			—			(51	)		(51	)
Balance–December 31, 2018		69,818,838		$	491		$	170		$	2,235		$	2,896
Changes in Shareholders’ Equity for 2019
Translation loss on foreign operations		—			—			(38	)		—			(38	)
Actuarial loss on post-retirement benefits		—			—			—			(99	)		(99	)
Issuance of Common shares		22,329			1			—			—			1
Repurchase of Common shares		(1,178,400	)		(9	)		—			(72	)		(81	)
Earnings for the year		—			—			—			(150	)		(150	)
Dividends1		—			—			—			(55	)		(55	)
Balance–December 31, 2019		68,662,767		$	483		$	132		$	1,859		$	2,474

1. Represents dividends declared of $0.80 per share for 2019 and $0.70 per share for 2018.

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West Fraser Timber Co. Ltd.

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(in millions of Canadian dollars, except where indicated)

	2019			2018
Cash provided by operations
Earnings	$	(150	)	$	810
Adjustments
Amortization		259			257
Restructuring and impairment charges		33			—
Restructuring charges paid (note 16)		(7	)		—
Finance expense		49			37
Foreign exchange loss (gain) on long-term financing		3			(10	)
Foreign exchange loss (gain) on long-term duty deposits		4			(5	)
Export duty deposits (note 27)		(5	)		(31	)
Post-retirement expense		80			84
Contributions to post-retirement benefit plans		(85	)		(103	)
Tax provision (recovery)		(69	)		262
Income taxes paid		(62	)		(316	)
Other		—			(2	)
Changes in non-cash working capital
Receivables		70			39
Inventories		51			(105	)
Prepaid expenses		5			(3	)
Payables and accrued liabilities		(61	)		(5	)
		115			909
Cash provided by (used for) financing
Proceeds from operating loans		314			63
Finance expense paid		(43	)		(32	)
Dividends		(55	)		(37	)
Repurchase of Common shares		(81	)		(675	)
Other		(5	)		—
		130			(681	)
Cash used for investing
Additions to capital assets		(410	)		(370	)
Government assistance		5			6
Proceeds from disposal of capital assets		14			11
Other		—			(1	)
		(391	)		(354	)
Change in cash		(146	)		(126	)
Foreign exchange effect on cash		(1	)		15
Cash–beginning of year		147			258
Cash–end of year	$	—		$	147
Cash consists of
Cash and short-term investments	$	16		$	160
Cheques issued in excess of funds on deposit		(16	)		(13	)
	$	—		$	147

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West Fraser Timber Co. Ltd.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and 2018

(figures are in millions of Canadian dollars, except where indicated)

1. Nature of operations

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia (“B.C.”). West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in B.C., Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation

These consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) and were approved by our Board of Directors on February 11, 2020.

Our consolidated financial statements have been prepared under the historical cost basis, except for certain items as discussed in the applicable accounting policies.

Accounting policies that relate to the consolidated financial statements as a whole are incorporated in this note. Where an accounting policy is applicable to a specific note disclosure, the policy is described within the respective note.

Accounting policies

Basis of consolidation

These consolidated financial statements include the accounts of West Fraser and its wholly-owned subsidiaries after the elimination of intercompany transactions and balances. Principal operating subsidiaries are West Fraser Mills Ltd., West Fraser, Inc., West Fraser Wood Products Inc., West Fraser Southeast, Inc., Blue Ridge Lumber Inc., Sundre Forest Products Inc., Manning Forest Products Ltd. and West Fraser Newsprint Ltd.

Our 50%-owned joint operations, Alberta Newsprint Company and Cariboo Pulp & Paper Company, are accounted for by recognizing our share of the assets and liabilities, revenues and expenses related to these joint operations.

Use of estimates and judgments

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. It also requires management to exercise judgment in the process of applying accounting policies. Significant areas requiring estimates include recoverability of long-lived assets and goodwill, export duty deposits related to the softwood lumber dispute, fair value of derivatives, reforestation and decommissioning obligations, employee future benefits, equity-based compensation, income taxes and litigation. Actual amounts could differ materially from these and other estimates, the impact of which would be recorded in future periods. Management uses judgments and assumptions in assessing potential indicators of impairment, determining the appropriate cash generating unit level used in impairment testing and determining the accounting treatment for certain investments where we own less than 100% of the entity.

Revenue recognition

Revenue is derived primarily from product sales and is recognized when a customer obtains control over the goods. For most of our sales, control is obtained by the customer when the product is loaded on a common carrier

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at our mill. Some of our revenue is recognized when the product is delivered to the customer or when it is loaded on an ocean carrier. The amount of revenue recognized is net of our estimate for early payment discounts and volume rebates.

Revenue includes charges for freight, handling, countervailing and antidumping duties. The costs related to these revenues are recorded in freight and other distribution costs and export duties.

Foreign currency translation

Our functional and presentation currency is Canadian dollars.

U.S. operations

Assets and liabilities of our U.S. operations have a functional currency of U.S. dollars and are translated at the period-end exchange rate. Revenues and expenses are translated at average exchange rates during the reporting period. The resulting unrealized translation gains or losses are included in other comprehensive earnings.

Translation of other foreign currency balances and transactions

Monetary assets and liabilities denominated in foreign currencies, including long-term financing, are translated at the period-end exchange rate. Income and expense items are translated at the average or transaction date exchange rates during the reporting period. The resulting translation gains or losses are included in other income.

Cash and short-term investments

Cash and short-term investments consist of cash on deposit and short-term interest-bearing securities maturing within three months of the date of purchase.

Impairment of long-lived assets

We review property, plant, equipment, timber licences, goodwill and other intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. For the purpose of impairment testing, assets are separated into cash generating units (“CGUs”). We have identified each of our mills as a CGU for impairment testing of property, plant, equipment and other intangibles unless there is economic interdependence of CGUs, in which case they are grouped for impairment testing. Timber licences and goodwill are tested for impairment by combining CGUs within the economic area of the related assets. We perform an annual test for goodwill impairment.

Recoverability is assessed by comparing the carrying amount of the CGU or grouped CGUs to the discounted estimated net future cash flows the assets are expected to generate. If the carrying amount exceeds the discounted estimated net future cash flows, the assets are written down to the higher of fair value less cost of disposal and value-in-use (being the present value of the estimated net future cash flows of the relevant asset or CGU).

Goodwill impairment is assessed by comparing the fair value of its CGU to the underlying carrying amount of the CGU’s net assets, including goodwill. When the carrying amount of the CGU exceeds its fair value, the fair value of the CGU’s goodwill is compared with its carrying amount. An impairment loss is recognized for any excess of the carrying value of goodwill over its fair value.

Estimated net future cash flows are based on several assumptions concerning future circumstances including selling prices of products, U.S./Canadian dollar exchange rates, production rates, input costs and capital requirements. The estimated net future cash flows are discounted at rates reflective of market risk.

Where an impairment loss for long-lived assets, other than goodwill, subsequently reverses, the carrying amount of the asset or CGU is increased to the lesser of the revised estimate of its recoverable amount and the carrying

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amount that would have been recorded had no impairment loss been previously recognized. Goodwill impairment losses cannot be reversed.

Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. For financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement are observable and the significance of the inputs. Our fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value.

The three levels of the fair value hierarchy are:

Level 1

Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2

Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 3

Values based on prices or valuation techniques that require inputs which are both unobservable and significant to the overall fair value measurement.

3. Changes in accounting standards

IFRS 16–Leases

We have adopted IFRS 16 effective January 1, 2019 using the modified retrospective approach, accordingly the information presented for 2018 has not been restated. The new standard replaces International Accounting Standards (“IAS”) 17–Leases and the related interpretations. IFRS 16 provides a single lessee accounting model and requires lessees to recognize assets and liabilities for all major leases.

The adoption of this new standard has resulted in recognizing a right-of-use (“ROU”) asset and related lease liability in connection with all former operating leases except for those identified as low-value or having a remaining lease term of less than 12 months from the date of initial application.

On initial application, we elected to record ROU assets equal to the corresponding present value of the remaining lease liability. ROU assets and lease obligations of $14 million were recorded as of January 1, 2019 for leases related to some of our office spaces and mobile equipment. On the consolidated balance sheets, ROU assets have been included in property, plant and equipment. The current portion of lease liabilities has been included in payables and accrued liabilities and the long-term portion has been included in other liabilities.

During the year ended December 31, 2019, we recorded a $3 million amortization expense on the ROU assets, and we made a $3 million payment on the lease obligations.

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IAS 19–Amendments, Employee Benefits

We have adopted the IAS 19–Amendments, Employee Benefits effective January 1, 2019. The amendments require an entity to use updated assumptions to determine current service costs and net interest for the remainder of the period after a plan amendment, curtailment or settlement.

The adoption of this standard had no significant impact on our consolidated financial statements and no retrospective adjustments were necessary.

4. Accounting standards, amendments and interpretations issued but not yet applied

There are no standards or amendments or interpretations to existing standards issued but not yet effective which are expected to have a material impact on our consolidated financial statements.

5. Inventories

Accounting policies

Inventories of manufactured products, logs and other raw materials are valued at the lower of average cost and net realizable value. Processing materials and supplies are valued at the lower of average cost and replacement cost.

Supporting information

	2019		2018
Manufactured products	$	341	$	421
Logs and other raw materials		226		218
Processing materials and supplies		162		152
	$	729	$	791

Inventories at December 31, 2019 were written down by $39 million (December 31, 2018–$30 million) to reflect net realizable value being lower than cost.

The carrying amount of inventory recorded at net realizable value was $182 million at December 31, 2019 (December 31, 2018–$149 million), with the remaining inventory recorded at cost.

6. Property, plant and equipment

Accounting policies

Property, plant and equipment are stated at historical cost, less accumulated amortization and impairment losses. Expenditures for additions and improvements are capitalized. Borrowing costs are capitalized when the asset construction period exceeds 12 months and the borrowing costs are directly attributable to the asset. Expenditures for maintenance and repairs are charged to earnings. Upon retirement, disposal or destruction of an asset, the cost and related amortization are removed from the accounts and any gain or loss is included in earnings.

Property, plant and equipment are amortized on a straight-line basis over their estimated useful lives as follows:

Buildings	10–30 years
Manufacturing plant, equipment and machinery	6–20 years
Fixtures, mobile and other equipment	3–10 years
Roads and bridges	Not exceeding 40 years
Major maintenance shutdowns	12 to 36 months

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Manufacturing plant, equipment and machinery includes ROU assets related to some of our office spaces and mobile equipment. ROU assets are initially measured at the amount of lease liability reduced for any lease incentives received, and increased for:

• lease payments made at or before commencement of the lease;

• initial direct costs incurred; and

• an estimate of costs, if any, to be incurred in restoring the underlying asset to the condition required by the terms and conditions of the lease.

The ROU assets are amortized on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. If it is reasonably certain that we will exercise the option to purchase the asset, the amortization period is to the end of the ROU asset’s useful life.

Supporting Information

	Manufacturing plant, equipment and machinery			Construction- in-progress			Roads and bridges			Other			Total
As at December 31, 2017	$	1,610		$	195		$	45		$	42		$	1,892
Additions		168			151			17			1			337
Amortization1		(218	)		—			(15	)		—			(233	)
Foreign exchange		54			10			—			1			65
Disposals		(5	)		—			—			—			(5	)
Transfers		169			(169	)		—			—			—
As at December 31, 2018	$	1,778		$	187		$	47		$	44		$	2,056
As at December 31, 2018
Cost	$	4,444		$	187		$	148		$	51		$	4,830
Accumulated amortization		(2,666	)		—			(101	)		(7	)		(2,774	)
Net	$	1,778		$	187		$	47		$	44		$	2,056
As at December 31, 2018	$	1,778		$	187		$	47		$	44		$	2,056
Additions		222			180			20			1			423
Amortization1		(220	)		—			(16	)		—			(236	)
Impairment2 (note 16)		(23	)		—			—			—			(23	)
Foreign exchange		(37	)		(6	)		—			(1	)		(44	)
Disposals		(1	)		—			—			(1	)		(2	)
Transfers		144			(178	)		—			—			(34	)
As at December 31, 2019	$	1,863		$	183		$	51		$	43		$	2,140
As at December 31, 2019
Cost	$	4,604		$	183		$	160		$	50		$	4,997
Accumulated amortization		(2,741	)		—			(109	)		(7	)		(2,857	)
Net	$	1,863		$	183		$	51		$	43		$	2,140

1. Amortization of $232 million relates to cost of products sold and $4 million relates to selling, general and administration expense (2018–$230 million and $3 million, respectively).

2. As disclosed in note 16, we recorded asset impairment charges totalling $24 million, with $16 million related to the permanent closure of our Chasm, B.C. lumber mill and $8 million related to certain B.C. lumber mill assets. Of the total, $23 million of this impairment was recorded against manufacturing plant, equipment and machinery, with the remaining $1 million recorded against inventory.

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7. Timber licences

Accounting policies

Timber licences, which are renewable or replaceable, are stated at historical cost, less accumulated amortization and impairment losses. Amortization is provided on a straight-line basis over their estimated useful lives of 40 years.

Supporting information

	Timber licences
As at December 31, 2017	$	533
Amortization1		(20	)
As at December 31, 2018	$	513
As at December 31, 2018
Cost	$	800
Accumulated amortization		(287	)
Net	$	513
As at December 31, 2018	$	513
Amortization1		(20	)
As at December 31, 2019	$	493
As at December 31, 2019
Cost	$	800
Accumulated amortization		(307	)
Net	$	493

1. Amortization relates to cost of products sold.

8. Goodwill and other intangibles

Accounting policies

Goodwill represents the excess purchase price paid for a business acquisition over the fair value of the net assets acquired. Goodwill is not amortized but is subject to an annual impairment test. An additional impairment test is conducted if events or circumstances indicate that goodwill may be impaired.

Other intangibles are stated at historical cost less accumulated amortization and impairments. Other intangibles include software which is amortized over periods of up to five years and non-replaceable finite term timber rights which are amortized as the related timber is logged.

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Supporting information

	Goodwill			Other			Total
As at December 31, 2017	$	705		$	26		$	731
Additions		—			6			6
Amortization1		—			(4	)		(4	)
Foreign exchange		38			—			38
Disposals		—			(4	)		(4	)
As at December 31, 2018	$	743		$	24		$	767
As at December 31, 2018
Cost	$	743		$	48		$	791
Accumulated amortization		—			(24	)		(24	)
Net	$	743		$	24		$	767
As at December 31, 2018	$	743		$	24		$	767
Additions		—			7			7
Amortization1		—			(3	)		(3	)
Foreign exchange		(23	)		—			(23	)
Disposal		—			(10	)		(10	)
Transfers		—			34			34
As at December 31, 2019	$	720		$	52		$	772
As at December 31, 2019
Cost	$	720		$	79		$	799
Accumulated amortization		—			(27	)		(27	)
Net	$	720		$	52		$	772

1. Amortization of $1 million relates to cost of products sold and $2 million relates to selling, general and administration expense (2018–$2 million and $2 million, respectively).

Goodwill

We have attributed $218 million of goodwill to a CGU made up of our Canadian lumber operations, $456 million of goodwill to a CGU made up of our U.S. lumber operations and $46 million of goodwill to a CGU made up of our plywood and LVL operations.

For the purpose of the 2019 impairment test of goodwill, the fair value of CGUs has been determined based on value-in-use calculations using a discount rate of 8.5%. These calculations are approved by management and use cash flow projections based on the 2020 business plan, a forecast of 2021 and 2022 and trend level earnings for subsequent years. Assumptions were developed by management based on industry sources after taking into account management’s best estimates. No impairment on goodwill has been recognized.

9. Other assets

	2019		2018
Post-retirement (note 13)	$	6	$	12
Other		20		20
	$	26	$	32

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10. Payables and accrued liabilities

	2019		2018
Trade accounts	$	239	$	260
Equity-based compensation		33		51
Compensation		55		78
Export duties		18		17
Dividends		14		14
Restructuring charges (note 16)		6		—
Interest		5		5
Current portion of lease obligation (note 11)		3		—
Other		23		23
	$	396	$	448

11. Other liabilities

	2019		2018
Post-retirement (note 13)	$	314	$	189
Long-term portion of reforestation		74		76
Long-term portion of decommissioning		31		29
Long-term portion of lease obligation		8		—
Other		27		22
	$	454	$	316

Reforestation and decommissioning obligations

Reforestation and decommissioning obligations relate to our responsibility for reforestation under various timber licences and our obligations related to landfill closures and other site remediation costs.

Accounting policies

Reforestation obligations are measured at the present value of the expenditures expected to be required to settle the obligations and are accrued and charged to earnings when timber is harvested. The reforestation obligation is reviewed periodically and changes to estimates are credited or charged to earnings.

We record the present value of a liability for decommissioning obligations in the period that a reasonable estimate can be made. The present value of the liability is added to the carrying amount of the associated asset and amortized over its useful life or, if there is no associated asset, it is expensed. Decommissioning obligations are reviewed annually and changes to estimates result in an adjustment of the carrying amount of the associated asset or, where there is no asset, they are credited or charged to earnings.

Reforestation and decommissioning obligations are discounted at the risk-free rate at the balance sheet date and accreted over time through periodic charges to earnings. The liabilities are reduced by actual costs of settlement.

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Supporting information

	Reforestation						Decommissioning
	2019			2018			2019			2018
Beginning of year	$	115		$	108		$	29		$	25
Liabilities recognized		48			48			2			—
Liabilities settled		(53	)		(46	)		(1	)		—
Change in estimates		4			5			2			4
End of year		114			115			32			29
Less: current portion		(40	)		(39	)		(1	)		—
	$	74		$	76		$	31		$	29

The total undiscounted amount of the estimated cash flows required to satisfy these obligations is $159 million (2018–$158 million). The cash flows have been discounted using interest rates ranging from 1.68% to 1.69% (2018–1.86% to 1.88%).

The timing of the reforestation payments is based on the estimated period required to attain free to grow status in a given area, which is generally between 12 to 15 years. Payments relating to landfill closures and site remediation are expected to occur over periods ranging up to 46 years.

Lease obligations

Lease obligations relate to major lease contracts on certain office spaces and mobile equipment.

Accounting policies

All leases are accounted for by recognizing a ROU asset and a lease obligation except for low value asset leases and leases with a duration of 12 months or less. These lease payments are recognized as an expense on a straight-line basis over the lease term.

The lease liability is measured at the present value of the lease payments using the discount rate implicit in the lease, if that rate is readily available, or our incremental borrowing rate. The lease liability is remeasured to reflect any reassessment or modification. When the lease liability is remeasured, the corresponding adjustment is reflected in the ROU asset, or earnings if the ROU asset is already reduced to zero.

Supporting information

	2019
Liabilities recognized January 1, 2019	$	14
Liabilities paid during the year		(3	)
End of year		11
Less: current portion (note 10)		(3	)
	$	8

The total undiscounted cash flows required to satisfy these lease obligations is $14 million over the next five years.

Short-term leases and leases of low value assets

We expensed $2 million of lease payments under certain short-term and low value assets lease contracts.

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12. Operating loans and long-term debt

Accounting policies

Transaction costs related to debt financing or refinancing are deferred and amortized over the life of the associated debt. When our operating loan is undrawn, the related deferred financing costs are recorded in other assets.

Supporting information

Operating loans

Our revolving lines of credit consist of an $850 million committed revolving credit facility which matures August 2024, a $32 million (US$25 million) demand line of credit dedicated to our U.S. operations and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. In addition, we have letter of credit facilities totalling $89 million, of which US$15 million is dedicated to our U.S. operations.

At December 31, 2019, $374 million was drawn under our revolving credit facility. This amount is net of deferred financing costs of $3 million (December 31, 2018–$61 million, net of deferred financing costs of $2 million). Letters of credit in the amount of $61 million (December 31, 2018–$58 million) were also supported by our facilities.

Interest on the facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances or LIBOR Advances at our option.

All debt is unsecured except the $8 million 50%-owned newsprint operation demand line of credit, which is secured by that operation’s current assets.

Long-term debt

	2019			2018
US$300 million senior notes due October 2024; interest at 4.35%	$	390		$	409
US$200 million term loan due August 2024; floating interest rate		260			273
US$8 million note payable due October 2020; interest at 2%		10			10
Notes payable		3			4
		663			696
Less: deferred financing costs		(3	)		(4	)
Less: current portion related to the US$8 million note payable due October 2020		(10	)		—
	$	650		$	692

Required principal repayments are disclosed in note 24.

On March 15, 2019, we entered into an interest rate swap agreement, maturing in August 2022, with a US$100 million notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term debt. Under this agreement, we pay a fixed interest rate of 2.47% and receive a floating interest rate equal to 3-month LIBOR. The agreement is accounted for as a derivative. The gains or losses related to changes in the fair value are included in other income in our consolidated statements of earnings. For the year, a $3 million loss associated with the agreement was recorded in other income.

On January 17, 2020, we completed an agreement for a new uncommitted, demand letter of credit facility in the maximum amount of up to $40 million.

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13. Post-retirement benefits

We maintain defined benefit and defined contribution pension plans covering a majority of our employees. The defined benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life based either on length of service or on earnings and length of service, and in most cases do not increase after commencement of retirement.

The defined benefit pension plans are operated in Canada and the U.S. under broadly similar regulatory frameworks. The majority are funded arrangements where benefit payments are made from plan assets which are held in trust. Responsibility for the governance of the plans, including investment and contribution decisions, resides with our Retirement Committees which report to the Human Resources & Compensation Committee of the Board of Directors. For the registered defined benefit pension plans, regulations set minimum requirements for contributions for benefit accruals and the funding of deficits.

Accounting policies

We record a post-retirement asset or liability for our employee defined benefit pension and other retirement benefit plans by netting our plan assets with our plan obligations, on a plan-by-plan basis.

The cost of defined benefit pensions and other retirement benefits earned by employees is actuarially determined using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields from high quality corporate bonds with cash flows that approximate expected benefit payments at the balance sheet date. Plan assets are valued at fair value at each balance sheet date.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive earnings in the period in which they arise.

Past service costs arising from plan amendments are recognized immediately.

The finance amount on net post-retirement balances is classified as finance expense.

For defined contribution plans, pension expense is the amount of contributions we are required to make in respect of services rendered by employees.

Supporting information

The actual return on plan assets for 2019 is a gain of $166 million (2018–$4 million loss). The total pension expense for the defined benefit plans is $68 million (2018–$73 million). In 2019, we made contributions of $66 million (2018–$86 million). We expect to make cash contributions of approximately $49 million to our defined benefit pension plans during 2020 based on the most recent valuation report for each pension plan. We also provide group life insurance, medical and extended health benefits to certain employee groups, for which we contributed $2 million in 2019 (2018–$2 million).

The total pension expense and funding contributions for the defined contribution pension plans is $17 million (2018–$15 million).

In 2019, we announced the permanent closure of our Chasm, B.C. lumber mill. This closure resulted in the curtailment of the defined benefit pension plan for the Chasm hourly employees. Included in restructuring and impairment charges is a $4 million curtailment gain related to the reduction in the post-retirement obligation.

In 2018, we entered into annuity purchase agreements to settle approximately $480 million of our defined benefit obligations by purchasing annuities using our plan assets. These agreements transferred the pension obligations of

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retired employees under certain pension plans to financial institutions. The difference between the cost of the annuity purchase and the liabilities held for these pension plans is reflected as a settlement cost.

The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:

	Defined benefit pension plans						Other retirement benefit plans
	2019			2018			2019			2018
Accrued benefit obligations
Benefit obligations – opening	$	1,347		$	1,821		$	34		$	43
Service cost		62			66			1			3
Finance cost on obligation		52			61			—			2
Benefits paid		(46	)		(66	)		(2	)		(2	)
Actuarial loss (gain) due to change in financial assumptions		235			(83	)		3			(5	)
Actuarial loss (gain) due to demography/experience		14			16			—			(7	)
Settlement		1			(480	)		—			—
Curtailment gain		(4	)		—			—			—
Other		(3	)		12			(1	)		—
Benefit obligations–ending	$	1,658		$	1,347		$	35		$	34
Plan assets
Fair value–opening	$	1,204		$	1,658		$	—		$	—
Finance income on plan assets		46			54			—			—
Actual return on plan assets, net of finance income		120			(58	)		—			—
Employer contributions		66			86			2			2
Benefits paid		(46	)		(66	)		(2	)		(2	)
Settlement		—			(479	)		—			—
Other		(5	)		9			—			—
Fair value–ending	$	1,385		$	1,204		$	—		$	—
Funded status1
Post-retirement assets (note 9)	$	6		$	12		$	—		$	—
Post-retirement liabilities (note 11)		(279	)		(155	)		(35	)		(34	)
	$	(273	)	$	(143	)	$	(35	)	$	(34	)

1. Plans in a surplus position are classified as assets and plans in a deficit position are shown as liabilities on the consolidated balance sheets. Other retirement benefit plans continue to be unfunded.

	Defined benefit pension plans				Other retirement benefit plans
	2019		2018		2019		2018
Expense
Service cost	$	62	$	66	$	1	$	3
Net finance expense		6		7		—		2
	$	68	$	73	$	1	$	5

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Assumptions and sensitivities

The weighted average duration of the defined benefit pension obligations is 19 years. The projected future benefit payments for the defined benefit pension plans at December 31, 2019 are as follows:

	2020		2021		2022 to 2024		Thereafter		Total
Defined benefit pension plans	$	38	$	42	$	149	$	2,977	$	3,206

The estimation of post-retirement benefit obligations involves a high degree of judgment for matters such as discount rate, employee service periods, compensation escalation rates, expected retirement ages of employees, mortality rates, expected health-care costs and other variable factors. These estimates are reviewed annually with independent actuaries. The significant actuarial assumptions used to determine our balance sheet date post-retirement assets and liabilities and our post-retirement benefit plan expenses are as follows:

	Defined benefit pension plans						Other retirement benefit plans
	2019			2018			2019			2018
Benefit obligations:
Discount rate		3.00	%		3.75	%		3.00	%		3.75	%
Future compensation rate increase		3.50	%		3.50	%		n/a			n/a
Benefit expense:
Discount rate–beginning of year		3.75	%		3.50	%		3.50	%		3.50	%
Future compensation rate increase		3.50	%		3.50	%		n/a			n/a

Health-care benefit costs, shown under other retirement benefit plans, are funded on a pay-as-you-go basis. The actuarial assumptions for extended health-care costs are estimated to increase 6.75% in year one, grading down by 0.25% per year for years two to nine, to 4.5% per year thereafter.

The impact of a change in these assumptions on our post-retirement obligations as at December 31, 2019 is as follows:

	Obligations
Discount rate
Decrease in assumption from 3.00% to 2.50%	$	157
Increase in assumption from 3.00% to 3.50%	$	(143	)
Rate of increase in future compensation
Decrease in assumption from 3.50% to 3.00%	$	(28	)
Increase in assumption from 3.50% to 4.00%	$	28
Health-care cost trend rates
Decrease in assumption by 1.00%	$	(2	)
Increase in assumption by 1.00%	$	1

The sensitivities have been calculated on the basis that all other variables remain constant. When calculating the sensitivity of the defined benefit obligation, the same methodology is applied as was used to generate the financial statement asset/liability.

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Assets

The assets of the pension plans are invested predominantly in a diversified range of equities and bonds. The weighted average asset allocations of the defined benefit plans at December 31, by asset category, are as follows:

	Target range	2019	2018
Canadian equities	9% - 25%	13%	10%
Foreign equities	12% - 52%	27%	24%
Fixed income investments	30% - 50 %	40%	44%
Other investments	5% - 32%	20%	22%
		100%	100%

Risk management practices

We are exposed to various risks related to our defined benefit pension and other post-retirement benefit plans:

• Uncertainty in benefit payments: The value of the liability for post-retirement benefits will ultimately depend on the amount of benefits paid and this in turn will depend on the level of future compensation increase and how long individuals live.

• Volatility in asset value: We are exposed to changes in the market value of pension plan investments which are required to fund future benefit payments.

• Uncertainty in cash funding: Movement in the value of the assets and obligations may result in increased levels of cash funding, although changes in the level of cash funding required can be spread over several years. We are also exposed to changes in pension regulation and legislation.

Our Retirement Committees manage these risks in accordance with a Statement of Investment Policies and Procedures for each pension plan or group of plans administered under master trust agreements. The following are some specific risk management practices employed:

• Retaining and monitoring professional advisors including an outsourced chief investment officer (“OCIO”).

• Monitoring our OCIO’s adherence to asset allocation guidelines and permitted categories of investments.

• Monitoring investment decisions and performance of the OCIO and asset performance against benchmarks.

14. Share capital

Authorized

400,000,000 Common shares, without par value

20,000,000 Class B Common shares, without par value

10,000,000 Preferred shares, issuable in series, without par value

Issued

	2019				2018
	Number		Amount		Number		Amount
Common		66,381,289	$	483		67,537,360	$	491
Class B Common		2,281,478		—		2,281,478		—
Total Common		68,662,767	$	483		69,818,838	$	491

In 2019 we repurchased 1,178,400 Common shares for $81 million and in 2018 we repurchased 8,135,796 Common shares for $676 million.

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On September 17, 2019, our Board of Directors authorized the renewal of our normal course issuer bid (“NCIB”) program to repurchase for cancellation up to 3,318,823 Common shares, representing approximately 5% of the issued and outstanding Common shares. The NCIB will expire on September 19, 2020. Our previous NCIB expired on September 18, 2019.

Rights and restrictions of Common shares

Common shares and Class B Common shares are equal in all respects except that each Class B Common share may at any time be exchanged for one Common share. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class-by-class basis.

15. Equity-based compensation

We have share option, phantom share unit (“PSU”) and directors’ deferred share unit (“DSU”) plans. We have partially hedged our exposure under these plans with an equity derivative contract. The equity-based compensation expense included in the consolidated statement of earnings is $6 million (2018–$7 million).

Accounting policies

We estimate the fair value of outstanding share options using the Black-Scholes valuation model and the fair value of our PSU plan and directors’ DSU plan using an intrinsic valuation model at each balance sheet date. We record the resulting expense or recovery, over the related vesting period, through a charge to earnings.

From time to time, we enter into equity derivative contracts to provide a partial offset to our exposure to fluctuations in equity-based compensation from our stock option, PSU and DSU plans. These derivatives are fair valued at each balance sheet date using an intrinsic valuation model and the resulting expense or recovery is offset against the related equity-based compensation. If a share option holder elects to acquire Common shares, both the exercise price and the accrued liability are credited to shareholders’ equity.

Supporting information

Share option plan

Under our share option plan, officers and employees may be granted options to purchase up to 7,295,940 Common shares, of which 338,052 remain available for issuance. The exercise price of a share option is the closing price of a Common share on the trading day immediately preceding the grant date. Our share option plan gives share option holders the right to elect to receive a cash payment in lieu of exercising an option to purchase Common shares. Options vest at the earlier of the date of retirement or death and 20% per year from the grant date and expire after 10 years. We have recorded a recovery of $8 million (2018–$9 million) related to the share option plan.

A summary of the activity in the share option plan is presented below:

	2019					2018
	Number			Weighted average price (dollars)		Number			Weighted average price (dollars)
Outstanding–beginning of year		1,204,448		$	44.94		1,435,938		$	37.19
Granted		148,805		$	72.11		112,715		$	85.40
Exercised		(138,964	)	$	13.96		(335,306	)	$	25.16
Expired / Cancelled		(3,152	)	$	62.58		(8,899	)	$	51.88
Outstanding–end of year		1,211,137		$	51.78		1,204,448		$	44.94
Exercisable–end of year		937,397		$	47.78		809,740		$	37.37

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The following table summarizes information about the share options outstanding and exercisable at December 31, 2019:

Exercise price range	Number of outstanding options		Weighted average remaining contractual life		Weighted average exercise price		Number of exercisable options		Weighted average exercise price
(dollars)	(number)		(years)		(dollars)		(number)		(dollars)
$23.68 - $25.75		229,946		1.7	$	24.62		229,946	$	24.62
$40.82 - $55.62		608,693		5.4	$	46.81		500,988	$	46.48
$72.11 - $85.40		372,498		7.6	$	76.66		206,463	$	76.75
		1,211,137		5.3	$	51.78		937,397	$	47.78

The weighted average share price at the date of exercise for share options exercised during the year was $64.40 per share (2018–$83.43 per share).

The accrued liability related to the share option plan based on a Black-Scholes valuation model is $21 million at December 31, 2019 (December 31, 2018–$36 million). The weighted average fair value of the options used in the calculation was $17.71 per option at December 31, 2019 (December 31, 2018–$30.15 per option).

The inputs to the option model are as follows:

	2019			2018
Share price on balance sheet date	$	57.26		$	67.30
Weighted average exercise price	$	51.78		$	44.93
Expected dividend	$	0.80		$	0.80
Expected volatility		36.09	%		35.19	%
Weighted average interest rate		1.69	%		1.87	%
Weighted average expected remaining life in years		3.03			3.39

The expected dividend on our shares was based on the annualized dividend rate at each period end. Expected volatility was based on five years of historical data. The interest rate for the life of the options was based on the implied yield available on government bonds with an equivalent remaining term at each period-end. Historical data was used to estimate the expected life of the options and forfeiture rates.

The intrinsic value of options issued under the share option plan at December 31, 2019 was $14 million (December 31, 2018–$29 million). The intrinsic value is determined based on the difference between the period end share price and the exercise price, multiplied by the sum of the related vested options plus unvested options for those holders eligible to retire.

Phantom share unit plan

Our PSU plan is intended to supplement, in whole or in part, or replace the granting of share options as long-term incentives for officers and employees. The plan provides for two types of units which vest on the third anniversary of the grant date. A restricted share unit pays out based on the Common share price over the 20 trading days immediately preceding its vesting date (the “vesting date value”). A performance share unit pays out at a value between 0% and 200% of its vesting date value contingent upon our performance relative to a peer group of companies over the three-year performance period. Officers and employees granted units under the plan are also entitled to additional units to reflect cash dividends paid on Common shares from the applicable grant date until payout.

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We have recorded an expense of $3 million (2018–$5 million) related to the PSU plan. The number of units outstanding as at December 31, 2019 was 131,792 (December 31, 2018–155,595), including performance share units totalling 78,008 (December 31, 2018–84,966).

Directors’ deferred share unit plan

We have a DSU plan which provides a structure for non-employee directors to accumulate an equity-like holding in West Fraser. The DSU plan allows directors to participate in the growth of West Fraser by providing a deferred payment based on the value of a Common share at the time of redemption. Each director receives deferred share units in payment of an annual equity retainer until a minimum equity holding is reached and may elect to receive units in payment of up to 100% of other fees earned. After a minimum equity holding is reached, directors may elect to receive the equity retainer in units or cash. The units are issued based on our Common share price at the time of issue. Additional units are issued to take into account the value of dividends paid on Common shares from the date of issue to the date of redemption. Units are redeemable only after a director retires, resigns or otherwise leaves the board. The redemption value is equal to the Common share price at the date of redemption. A holder of units may elect to redeem units in cash or receive Common shares having an equivalent value.

No expense related to the DSU plan was recorded during this year or during 2018. The number of units outstanding as at December 31, 2019 was 70,822 (December 31, 2018–57,930).

Equity-based compensation hedge

An expense of $10 million (2018–expense of $10 million) is included in equity-based compensation related to our equity derivative contract. Under this contract, we hedged 1,000,000 Common share equivalent units.

16. Restructuring and impairment charges

On June 17, 2019, we announced the permanent closure of our Chasm, B.C. lumber mill and recorded impairment charges of $16 million. In addition, we recorded an impairment charge of $8 million related to certain B.C. lumber mill assets in the fourth quarter of 2019.

During the year, we recognized charges of $33 million for the restructuring and impairment costs as follows:

	2019
Severance	$	8
Lease obligation and other commitments		3
Decommissioning obligation		2
Restructuring charges		13
Asset impairment related to Chasm, B.C. lumber mill		16
Asset impairment related to certain B.C. lumber mill assets		8
Curtailment gain on post-retirement obligation		(4	)
Total restructuring and impairment charges	$	33

A reconciliation of restructuring charges included in payables and accrued liabilities is as follows:

	2019
Beginning of year	$	—
Restructuring charges recognized		14
Restructuring charges paid		(7	)
Change in estimate		(1	)
End of year	$	6

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17. Finance expense, net

	2019			2018
Interest expense1	$	(44	)	$	(34	)
Interest income on short-term investments		—			5
Interest income on long-term duty deposits receivable (note 27)		4			2
Finance expense on employee future benefits		(8	)		(9	)
Accretion on long-term liabilities		(1	)		(1	)
	$	(49	)	$	(37	)

1. Interest expense includes $1 million (2018 – nil) of interest expense for lease contracts.

18. Other

	2019			2018
Foreign exchange gain (loss) on working capital	$	(7	)	$	13
Foreign exchange gain (loss) on intercompany financing1		(36	)		65
Foreign exchange gain (loss) on long-term debt		33			(55	)
Foreign exchange gain (loss) on export duty deposits receivable (note 27)		(4	)		5
Insurance gain on disposal of equipment2		4			—
Gain on disposal of intangible assets and gain on sale of lumber futures		1			11
Other		(2	)		(2	)
	$	(11	)	$	37

1. Relates to US$550 million (2018–US$600 million from January to mid-December and US$550 million thereafter) of financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

2. Represents the insurance gain of $4 million related to the 2017 involuntary disposal of equipment at our 50%-owned NBSK plant in Quesnel, B.C.

19. Tax provision

Accounting policies

The tax expense for the period is comprised of current and deferred tax. Tax is recognized in the consolidated statement of earnings, except to the extent that it relates to items recognized in other comprehensive earnings in which case it is recognized in other comprehensive earnings.

Deferred taxes are provided for using the liability method. Under this method, deferred taxes are recognized for temporary differences between the tax and financial statement basis of assets, liabilities and certain carry-forward items.

Deferred tax assets are recognized only to the extent that it is probable that they will be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of substantive enactment.

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Supporting information

The major components of income tax included in comprehensive earnings are as follows:

	20191		2018
Earnings:
Current tax	$	57	$	(207	)
Deferred tax		12		(55	)
Tax recovery (provision) on earnings	$	69	$	(262	)
Other comprehensive earnings:
Deferred tax recovery (provision) on post-retirement actuarial loss (gain)	$	33	$	(9	)
Tax recovery (provision) on comprehensive earnings	$	102	$	(271	)

1. Includes the impact of the 2019 statutory changes for Alberta.

The tax provision differs from the amount that would have resulted from applying the B.C. statutory income tax rate to earnings before tax is as follows:

	2019			2018
Income tax recovery (expense) at statutory rate of 27%	$	59		$	(289	)
Non-taxable amounts		2			2
Rate differentials between jurisdictions and on specified activities		(3	)		20
Decrease in Alberta provincial tax rate1		18			—
Other		(7	)		5
Tax recovery (provision)	$	69		$	(262	)

1. Represents the re-measurement of deferred income tax assets and liabilities for the 2019 Alberta tax rate change from 12% to 8% over the next four years.

Deferred income tax liabilities (assets) are made up of the following components:

	2019			2018
Property, plant, equipment and intangibles	$	402		$	407
Reforestation and decommissioning obligations		(34	)		(35	)
Employee benefits		(87	)		(60	)
Export duty deposits		20			20
Tax loss carry-forwards1		(53	)		(38	)
Other		(5	)		(5	)
	$	243		$	289
Represented by:
Deferred income tax assets	$	(10	)	$	(3	)
Deferred income tax liabilities		253			292
	$	243		$	289

1. Includes federal and state net operating loss (“NOL”) carry-forwards of $324 million. A portion of these NOLs expire over the periods 2022 to 2033 and a portion of these NOLs are subject to restrictions on use.

20. Employee compensation

Our employee compensation expense includes salaries and wages, employee future benefits, termination costs and bonuses. Total compensation expense is $911 million (2018–$933 million).

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Key management includes directors and officers, and their compensation expense and balance sheet date payables are as follows:

	2019			2018
Expense
Salary and short-term employee benefits	$	6		$	10
Post-retirement benefits		2			1
Equity-based compensation1		(2	)		(3	)
	$	6		$	8
Payables and accrued liabilities
Compensation	$	—		$	4
Equity-based compensation1		21			42
	$	21		$	46

1. Amounts do not necessarily represent the actual value which will ultimately be paid.

21. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding.

Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the calculation is anti-dilutive and diluted earnings per share are deemed to be the same as basic earnings per share.

	2019			2018
Earnings
Basic	$	(150	)	$	810
Share option recovery		(8	)		(9	)
Equity settled share option adjustment		(4	)		(3	)
Diluted	$	(162	)	$	798
Weighted average number of shares (thousands)
Basic		68,882			74,451
Share options		290			652
Diluted		69,172			75,103
Earnings per share (dollars)
Basic	$	(2.18	)	$	10.88
Diluted	$	(2.34	)	$	10.62

22. Commitments

Based on expected contract prices, at December 31, 2019, we had contractual commitments for $179 million (December 31, 2018–$108 million).

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23. Government assistance

Accounting policies

Government assistance received that relates to the construction of manufacturing assets is applied to reduce the cost of those assets. Government assistance received that relates to operational expenses is applied to reduce the amount charged to earnings for the operating item.

Supporting information

Government assistance of $1 million (2018–$16 million) was recorded as a reduction to property, plant and equipment.

Government assistance of $5 million (2018–$5 million) was recorded as a reduction to cost of products sold. The government assistance related primarily to research and development and apprenticeship tax credits.

24. Financial instruments

Accounting policies

All financial assets and liabilities, except for derivatives, are initially measured at fair value and subsequently measured at amortized cost using the effective interest rate method. Derivatives are measured at fair value through profit or loss (“FVTPL”).

Supporting information

The following tables provide the carrying and fair values of our financial instruments by category, as well as the associated fair value hierarchy levels as defined in note 2 under “Fair value measurements”:

2019	Level		Amortized cost		FVTPL		Other financial liabilities		Carrying value		Fair value
Financial assets
Cash and short-term investments		2	$	16	$	—	$	—	$	16	$	16
Receivables1		3		255		3		—		258		258
Export duty deposits (note 27)		3		80		—		—		80		80
			$	351	$	3	$	—	$	354	$	354
Financial liabilities
Cheques issued in excess of funds on deposit		2	$	—	$	—	$	16	$	16	$	16
Operating loans (note 12)		2		—		—		377		377		377
Payables and accrued liabilities		2		—		—		396		396		396
Long-term debt (note 12)2		2		—		—		663		663		677
Interest rate swap contract (note 12)3		2		—		3		—		3		3
			$	—	$	3	$	1,452	$	1,455	$	1,469

1. Receivables include our equity derivative receivable of $3 million.

2. Includes current portion of the long-term debt. The fair value of the long-term debt is based on rates available to us at December 31, 2019 for long-term debt with similar terms and remaining maturities.

3. The interest rate swap contract is included in other liabilities in our consolidated balance sheets.

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2018	Level		Amortized cost		FVTPL		Other financial liabilities		Carrying value		Fair value
Financial assets
Cash and short-term investments		2	$	160	$	—	$	—	$	160	$	160
Receivables1		3		331		1		—		332		332
Export duty deposits (note 27)		3		75		—		—		75		75
			$	566	$	1	$	—	$	567	$	567
Financial liabilities
Cheques issued in excess of funds on deposit		2	$	—	$	—	$	13	$	13	$	13
Operating loans (note 12)		2		—		—		63		63		63
Payables and accrued liabilities		2		—		—		448		448		448
Long-term debt (note 12)2		2		—		—		696		696		689
			$	—	$	—	$	1,220	$	1,220	$	1,213

1. Receivables include our equity derivative receivable of $1 million.

2. The fair value of the long-term debt is based on rates available to us at December 31, 2018 for long-term debt with similar terms and remaining maturities.

Financial risk management

Our activities result in exposure to a variety of financial risks including risks related to derivative contracts, currency fluctuation, credit, liquidity and interest rates.

The sensitivities provided give the effect of possible changes in the relevant prices and rates on earnings. The sensitivities are hypothetical and should not be considered to be predictive of future performance or earnings. Changes in fair values or cash flows based on market variable fluctuations cannot be extrapolated since the relationship between the change in the market variable and the change in fair value or cash flows may not be linear.

Derivative contracts

From time to time, we use derivatives to manage our exposure to U.S. dollar exchange fluctuations, commodity prices, equity-based compensation and floating interest rates. Commodity contracts used by West Fraser include lumber futures and energy related agreements.

Our equity derivative contract provides an offset for 1,000,000 Common share equivalents against our exposure to fluctuations in equity-based compensation from our stock option, PSU and DSU plans. This derivative is fair valued at each balance sheet date using an intrinsic valuation model and the resulting expense or recovery is offset against the related equity-based compensation.

During 2019, we entered into an interest rate swap agreement with a US$100 million notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term debt. The interest rate swap contract is measured at FVTPL based on an estimated discounted cash flow.

No energy related derivatives were outstanding at December 31, 2019 or 2018.

No lumber futures or foreign exchange contracts were outstanding at December 31, 2019 or 2018.

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Currency fluctuation

Our Canadian operations sell most of their products at prices denominated in U.S. dollars or based on prevailing U.S. dollar prices. A significant portion of their operational costs and expenses are incurred in Canadian dollars. Therefore, an increase in the value of the Canadian dollar relative to the U.S. dollar reduces the revenue in Canadian dollar terms realized by our Canadian operations from sales made in U.S. dollars, which reduces operating margin and the cash flow available to fund operations.

Our U.S. operations transact and report in U.S. dollars, but their results are translated into Canadian dollars for financial statement purposes with the resulting translation gains or losses being reported in other comprehensive earnings.

Impact of U.S. dollar currency fluctuation

The U.S. dollar foreign currency balance sheet exposure at December 31, 2019 is as follows:

Canadian operations		2019
Net working capital	US$		51
Export duty deposits			61
Intercompany financing1			550
Long-term debt			(500	)
Interest rate swap contract			(2	)
	US$		160
U.S. operations			2019
Net investment	US$		1,088

1. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

Based on these balances, with other variables unchanged, a $0.01 increase (decrease) in the exchange rate for one U.S. dollar into Canadian currency would result in a $2 million decrease (increase) in earnings and an $18 million increase (decrease) in the translation loss on foreign operations included in other comprehensive earnings.

Credit

Credit risk arises from the non-performance by counterparties of contractual financial obligations. Investments in cash and short-term investments are primarily made using major banks and only made with counterparties meeting certain credit-worthiness criteria. Credit risk for trade and other receivables is managed through established credit monitoring activities such as:

• Customer credit limits are established and monitored.

• Ongoing evaluations of key customer financial conditions are performed.

• In certain market areas, we have undertaken additional measures to reduce credit risk including credit insurance, letters of credit and prepayments. At December 31, 2019, approximately 40% of trade accounts receivable was covered by at least some of these additional measures.

Given our credit monitoring activities, the low percentage of overdue accounts and our low customer defaults with no bad debts in 2019 or 2018, we have recorded minimal expected credit losses. We consider the credit quality of the trade accounts receivable at December 31, 2019 to be high. The aging analysis of trade accounts receivable is presented below:

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	2019		2018
Trade accounts receivable – gross
Current	$	195	$	260
Past due 1 to 30 days		11		7
Past due 31 to 60 days		—		1
Past due over 60 days		—		—
Trade accounts receivable – net	$	206	$	268
Insurance receivable		11		14
Government assistance		7		10
Other		34		40
Receivables	$	258	$	332

Liquidity

We manage liquidity by maintaining adequate cash and short-term investment balances and by having appropriate lines of credit available. In addition, we regularly monitor and review both actual and forecasted cash flows. Refinancing risks are managed by ensuring debt has a balanced maturity schedule where possible.

The following table summarizes the aggregate amount of contractual future cash outflows for long-term debt:

	2020		2021		2022		2023		Thereafter		Total
Long-term debt (note 12)	$	10	$	—	$	—	$	3	$	650	$	663
Interest on long-debt1,2		25		25		26		26		20		122
	$	35	$	25	$	26	$	29	$	670	$	785

1. Assumes debt level, foreign exchange rate and interest rates remain at December 31, 2019 levels and rates.

2. At December 31, 2019, we had drawn $377 million under our revolving credit facility. The potential interest payable on this loan has not been included in the above table.

Interest rates

Interest rate risk relates mainly to floating interest rate debt. By maintaining a mix of both fixed and floating rate debt, we mitigate some of the exposure to interest rate changes. As disclosed in note 12, during 2019, we entered into an interest rate swap contract to convert floating rate debt to a fixed rate debt which will reduce our exposure to fluctuations in interest rates.

At December 31, 2019, the impact of a 100-basis point change in interest rate affecting our floating rate debt would result in a change in annual interest expense, after giving effect to the interest rate swap agreement, of approximately $5 million. This analysis assumes that all other variables remain constant.

25. Capital disclosures

Our business is cyclical and is subject to significant changes in cash flow over the business cycle. In addition, financial performance can be materially influenced by changes in product prices and the relative values of the Canadian and U.S. dollars. Our objective in managing capital is to ensure adequate liquidity and financial flexibility at all times, particularly at the bottom of the business cycle.

Our main policy relating to capital management is to maintain a strong balance sheet and otherwise meet financial tests that are commonly applied by rating agencies for investment grade issuers of public debt. Our debt is currently rated as investment grade by three major rating agencies.

We monitor and assess our financial performance in order to ensure that net debt levels are prudent taking into account the anticipated direction of the business cycle. When financing acquisitions, we combine debt and equity financing in a proportion that is intended to maintain an investment grade rating for debt throughout the cycle. Debt repayments are arranged, where possible, on a staggered basis that takes into account the uneven nature of

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anticipated cash flows. We have established committed revolving lines of credit that provide liquidity and flexibility when capital markets are restricted.

One key measurement used to monitor our capital position is net debt to total capital, calculated as follows at December 31:

	2019			2018
Net debt
Cash and short-term investments	$	(16	)	$	(160	)
Deferred financing costs1		(6	)		(6	)
Cheques issued in excess of funds on deposit		16			13
Operating loans		377			63
Lease obligation (current and long-term portion)		11			—
Long-term debt (current and long-term portion)		663			696
	$	1,045		$	606
Shareholders’ equity		2,474			2,896
Total capital	$	3,519		$	3,502
Net debt to total capital		30	%		17	%

1. For our balance sheet presentation, these costs are applied to reduce the associated debt or, in instances when the operating loan is undrawn, these costs are included in other assets.

26. Segment and geographical information

The segmentation of manufacturing operations into lumber, panels and pulp and paper is based on a number of factors, including similarities in products, production processes and economic characteristics. Transactions between segments are at market prices and on standard business terms. The segments follow the accounting policies described in these consolidated financial statement notes, where applicable.

The table below provides a reconciliation of our non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

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	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
2019
Sales
To external customers	$	3,317		$	594		$	966		$	—		$	4,877
To other segments		125			11			—			(136	)		—
	$	3,442		$	605		$	966		$	(136	)	$	4,877
Cost of products sold		(2,588	)		(466	)		(734	)		136			(3,652	)
Freight and other distribution costs		(477	)		(63	)		(173	)		—			(713	)
Selling, general and administration		(146	)		(25	)		(39	)		(1	)		(211	)
Adjusted EBITDA	$	231		$	51		$	20		$	(1	)	$	301
Export duties		(162	)		—			—			—			(162	)
Equity-based compensation		—			—			—			(6	)		(6	)
Amortization		(196	)		(16	)		(43	)		(4	)		(259	)
Restructuring and impairment charges		(33	)		—			—			—			(33	)
Operating earnings	$	(160	)	$	35		$	(23	)	$	(11	)	$	(159	)
Finance expense		(35	)		(4	)		(10	)		—			(49	)
Other		(7	)		—			4			(8	)		(11	)
Earnings before tax	$	(202	)	$	31		$	(29	)	$	(19	)	$	(219	)
Total assets	$	3,589		$	316		$	559		$	204		$	4,668
Total liabilities	$	681		$	56		$	159		$	1,298		$	2,194
Capital expenditures	$	339		$	23		$	39		$	9		$	410

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
2018
Sales
To external customers	$	4,291		$	664		$	1,163		$	—		$	6,118
To other segments		165			12			—			(177	)		—
	$	4,456		$	676		$	1,163		$	(177	)	$	6,118
Cost of products sold		(2,635	)		(461	)		(698	)		177			(3,617	)
Freight and other distribution costs		(503	)		(63	)		(166	)		—			(732	)
Selling, general and administration		(162	)		(25	)		(41	)		(3	)		(231	)
Adjusted EBITDA	$	1,156		$	127		$	258		$	(3	)	$	1,538
Export duties		(202	)		—			—			—			(202	)
Equity-based compensation		—			—			—			(7	)		(7	)
Amortization		(196	)		(15	)		(44	)		(2	)		(257	)
Operating earnings	$	758		$	112		$	214		$	(12	)	$	1,072
Finance expense		(25	)		(2	)		(10	)		—			(37	)
Other		20			—			11			6			37
Earnings before tax	$	753		$	110		$	215		$	(6	)	$	1,072
Total assets	$	3,739		$	320		$	659		$	73		$	4,791
Total liabilities	$	701		$	62		$	156		$	976		$	1,895
Capital expenditures	$	284		$	16		$	60		$	10		$	370

- 35 -

The geographic distribution of non-current assets and external sales is as follows:

	Non-current assets				Sales by geographic area1
	2019		2018		2019		2018
Canada	$	2,049	$	2,121	$	979	$	1,239
United States		1,472		1,325		2,890		3,661
China		—		—		650		734
Other Asia		—		—		321		442
Other		—		—		37		42
	$	3,521	$	3,446	$	4,877	$	6,118

1. Sales distribution is based on the location of product delivery.

27. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and as a result have received unique company specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1 as shown in the table below. The duty rates are subject to an appeal process and are not expected to be finalized until August of 2020 at which time any required adjustment will be recorded.

If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. Assuming these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

- 36 -

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate and the West Fraser Estimated ADD Rate for each period are as follows:

Effective dates for CVD	Cash Deposit Rate		Revised Rate2 (Dec. 4, 2017)		AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 – August 24, 20171		24.12%		17.99%		7.07%
August 25, 2017 – December 27, 20171		–		–		–
December 28, 2017 – December 31, 2017		17.99%		17.99%		7.07%
January 1, 2018 – December 31, 2018		17.99%		17.99%		7.51%
AR2 POI
January 1, 2019 – December 31, 2019		17.99%		17.99%		n/a4

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017 until the revised rate was published by the USITC.

2. On December 4, 2017, the USDOC revised our CVD rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its preliminary CVD rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 – December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%5
December 4, 2017 – December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%5
January 1, 2018 – December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 – December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC revised our ADD rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its preliminary ADD rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. In fiscal 2017, our estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

Export duties incurred in the period		2019		2018
Countervailing duties	$	127	$	178
Antidumping duties		40		55
Total	$	167	$	233

Recognized in the financial statements as		2019		2018
Export duties recognized as expense in consolidated statements of earnings	$	162	$	202
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		5		31
Total	$	167	$	233

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We have recorded long-term duty deposits receivable related to CVD for the excess of deposits made at the Cash Deposit Rate of 24.12% compared to the December 4, 2017 Revised Rate of 17.99%, and to ADD for the difference between the 5.57% Cash Deposit Rate and our West Fraser Estimated Rate. The details are as follows:

Export duty deposits receivable	2019			2018
Beginning of year	$	75		$	37
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		5			31
Interest recognized on the long-term duty deposits receivable		4			2
Foreign exchange on the long-term duty deposits		(4	)		5
End of year	$	80		$	75

As at December 31, 2019, export duties paid and payable on deposit with the USDOC are US$275 million for CVD and US$98 million for ADD for a total of US$373 million.

AR2

AR2 covers the POI from January 1, 2019 through December 31, 2019 and will commence in 2020. The results of AR2 are not expected to be finalized until 2021. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”) categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement panels and the World Trade Organization.

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EX-99.3

Exhibit 99.3

2019 MANAGEMENT’S DISCUSSION & ANALYSIS

Introduction and Interpretation

This discussion and analysis by West Fraser’s management (“MD&A”) of the Company’s financial performance for the year and three months ending December 31, 2019 should be read in conjunction with the cautionary statement regarding forward-looking statements below, our 2019 annual audited consolidated financial statements and accompanying notes (the “Financial Statements”), and our 2019 fourth quarter unaudited condensed consolidated interim financial statements and accompanying notes. Dollar amounts are expressed in Canadian currency, unless otherwise indicated and references to US$ are to the United States dollar.

Unless otherwise indicated, the financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”). An advisory with respect to the use of non-IFRS measures is set out below.

This MD&A includes references to benchmark prices over selected periods for products of the type produced by West Fraser. These benchmark prices are for one product, dimension or grade and do not necessarily reflect the prices obtained by West Fraser during those periods as we produce and sell a wide offering of products, dimensions, grades and species. For definitions of other abbreviations and technical terms used in this MD&A, please see the Glossary of Industry Terms found in our most recent Annual Report.

Where this MD&A includes information from third parties we believe that such information (including information from industry and general publications and surveys) is generally reliable. However, we have not independently verified any such third-party information and cannot assure you of its accuracy or completeness.

This MD&A uses the following terms that are found in our most recent Annual Report: “SPF” (spruce-pine-fir lumber), “SYP” (southern yellow pine lumber), “MDF” (medium density fibreboard), “LVL” (laminated veneer lumber), “BCTMP” (bleached chemithermomechanical pulp) and “NBSK” (northern bleached softwood kraft pulp).

The information in this MD&A is as at February 11, 2020 unless otherwise indicated.

Forward-Looking Statements

This MD&A contains historical information, descriptions of current circumstances and statements about potential future developments and anticipated financial results. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and are subject to various risks and uncertainties. Forward-looking statements are included under the headings “Discussion & Analysis of Annual Non-Operational Items—Adjusted Earnings and Adjusted Basic Earnings Per Share” (expected duty rate finalization date and adjustment of export duty rates); “Discussion & Analysis of Annual Results by Product Segment—Lumber Segment—Softwood Lumber Dispute” (administrative review commencement, adjustment of export duty rates and proceedings related to duty rates); “Discussion & Analysis of Annual Results by Product Segment—Pulp & Paper Segment—Sales and Shipments” (hardwood supply in South America); “Business Outlook”; “Estimated Earnings Sensitivity to Key Variables”; “Significant Management Judgments Affecting Financial Results—Softwood Lumber Dispute” (administrative review commencement and adjustment of export duty rates); “Significant Management Judgments Affecting Financial Results—Recoverability of Long-lived Assets” (judgments regarding carrying value of goodwill); and “Contractual Obligations”. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Actual outcomes and results of these statements will depend on a number of factors including those matters described under “Risks and Uncertainties” and may differ materially from those anticipated or projected. This list of important factors affecting forward-looking statements is not exhaustive and

reference should be made to the other factors discussed in public filings with securities regulatory authorities. Accordingly, readers should exercise caution in relying upon forward-looking statements and we undertake no obligation to publicly update or revise any forward-looking statements, whether written or oral, to reflect subsequent events or circumstances except as required by applicable securities laws.

Non-IFRS Measures

Throughout this MD&A reference is made to Adjusted EBITDA, Adjusted earnings, Adjusted basic earnings per share, and net debt to total capital ratio (collectively “these non-IFRS measures”). We believe that, in addition to earnings, these non-IFRS measures are useful performance indicators for investors with regards to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions. These non-IFRS measures are not generally accepted earnings measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these non-IFRS measures should be considered as an alternative to earnings, earnings per share (“EPS”) or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating these non-IFRS measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The reconciliation of the non-IFRS measures used and presented by the Company to the most directly comparable IFRS measures is provided in the tables set forth below.

Annual Results

($ millions, except as otherwise indicated)

	2019			2018			2017
Sales		4,877			6,118			5,134
Cost of products sold		(3,652	)		(3,617	)		(3,124	)
Freight and other distribution costs		(713	)		(732	)		(633	)
Selling, general and administration		(211	)		(231	)		(217	)
Adjusted EBITDA1		301			1,538			1,160
Export duties		(162	)		(202	)		(48	)
Equity-based compensation		(6	)		(7	)		(32	)
Amortization		(259	)		(257	)		(210	)
Restructuring and impairment charges		(33	)		—			—
Operating earnings		(159	)		1,072			870
Finance expense		(49	)		(37	)		(31	)
Other		(11	)		37			7
Tax (provision) recovery		69			(262	)		(250	)
Earnings		(150	)		810			596

1. See section “Non-IFRS Measures” in this MD&A.

Basic earnings per share ($)	(2.18	)	10.88	7.63
Diluted earnings per share ($)	(2.34	)	10.62	7.63
Cash dividends declared per share ($)	0.80		0.70	0.36
Total assets	4,668		4,791	4,517
Long-term debt, includes current portion	660		692	636
Cdn$1.00 converted to US$ – average	0.754		0.772	0.771

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Selected Quarterly Information

($ millions, except EPS amounts which are in $)

	Q4-19			Q3-19			Q2-19			Q1-19			Q4-18		Q3-18		Q2-18		Q1-18
Sales		1,129			1,190			1,317			1,241			1,274		1,646		1,834		1,364
Earnings		(42	)		(45	)		(58	)		(5	)		29		238		346		197
Basic EPS		(0.61	)		(0.65	)		(0.85	)		(0.07	)		0.42		3.25		4.52		2.53
Diluted EPS		(0.61	)		(0.73	)		(0.92	)		(0.12	)		0.29		2.99		4.52		2.53

Discussion & Analysis of Annual Non-Operational Items

Adjusted Earnings and Adjusted Basic Earnings Per Share

($ millions, except EPS amounts which are in $)

	2019			2018
Earnings		(150	)		810
Add (deduct):
Export duties		162			202
Interest recognized on export duty deposits receivable		(4	)		(2	)
Equity-based compensation		6			7
Exchange (gain) loss on long-term financing		3			(10	)
Exchange (gain) loss on export duty deposits receivable		4			(5	)
Insurance gain on disposal of equipment		(4	)		—
Restructuring and impairment charges		33			—
Re-measurement of deferred income tax assets and liabilities		(18	)		—
Net tax effect on the above adjustments		(53	)		(57	)
Adjusted earnings1		(21	)		945
Adjusted basic EPS1,2		(0.31	)		12.70

1. See section “Non-IFRS Measures” in this MD&A.

2. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding.

Export duties of $162 million were expensed in 2019 related to SPF lumber compared to $202 million in 2018. We have also recorded interest income and foreign exchange on the estimated export duty deposits receivable as noted in the above table. The preliminary results of the administrative review of our duty rates for the April 28, 2017 to December 31, 2018 period has been issued by the U.S. Department of Commerce (“USDOC”). The second administrative review covering the 2019 fiscal period will commence in 2020 and results are not expected to be finalized until 2021. We believe that the U.S. allegations of subsidy and dumping are unwarranted and that the rates applied will be adjusted upon review. See “Softwood Lumber Dispute” under the heading “Lumber Segment” in this MD&A and Note 27 of the Financial Statements for further information.

Our equity-based compensation includes our share purchase option, phantom share unit, and directors’ deferred share unit plans (collectively, the “Plans”), all of which have been partially hedged by an equity derivative contract. The Plans and equity derivative contract are fair valued at each quarter-end and the resulting expense or recovery is recorded over the vesting period. Our fair valuation models consider various factors with the most significant being the change in the market value of our shares from the beginning to the end of the relevant period. The expense or recovery does not necessarily represent the actual value which will ultimately be received by the holders of options and units.

Any change in the value of the Canadian dollar relative to the value of the U.S. dollar results in the revaluation of our U.S. dollar denominated assets and liabilities. The revaluation of these assets and liabilities for our Canadian operations is included in other income, while the revaluation related to our U.S. operations is included in other comprehensive earnings. The table above reports our exchange gains or losses on U.S. dollar denominated long-term financing and export duty deposits receivable during the periods presented. Exchange gains or losses

- 3 -

realized on the working capital balances of our Canadian operations are identified under “Other Non-Operational Items” below.

We finalized the insurance settlement related to the 2017 involuntary disposal of equipment at our 50%-owned NBSK plant resulting in a gain of $4 million in the fourth quarter of 2019.

Restructuring and impairment charges of $33 million were recognized in 2019 of which $25 million were related to the permanent closure of our Chasm, British Columbia (“B.C.”) lumber mill and $8 million of plant and equipment impairment of certain B.C. lumber mill assets.

Alberta income tax rate reductions from 12% to 8% over the next four years resulted in a decrease to deferred income tax expense of $18 million in 2019 associated with the re-measurement of deferred income tax assets and liabilities.

Other Non-Operational Items

Other income includes a number of non-operational items the most significant being foreign exchange revaluation on the assets and liabilities of our Canadian operations as discussed above. Foreign exchange on working capital items was a loss of $7 million in 2019 compared to a gain of $13 million in 2018.

Finance expense was higher in 2019 due to higher average borrowings on our line of credit during the year and lower interest income due to lower cash balances compared to 2018.

The results of the current year include an income tax recovery of $69 million compared to a provision for income tax of $262 million in 2018. The effective tax rate was 32% in the current year compared to 24% in 2018. The 2019 tax expense includes an $18 million benefit for the reduction in the Alberta general corporate tax rate from 12% to 8% over the next four years. Note 19 to the Financial Statements provides a reconciliation of income taxes calculated at the B.C. statutory rate to the income tax expense.

- 4 -

Discussion & Analysis of Annual Results by Product Segment

Lumber Segment

($ millions unless otherwise indicated)

	2019			2018
Sales
Lumber		2,945			3,888
Wood chips and other residuals		384			456
Logs and other		113			112
		3,442			4,456
Cost of products sold		(2,588	)		(2,635	)
Freight and other distribution costs		(477	)		(503	)
Selling, general and administration		(146	)		(162	)
Adjusted EBITDA1		231			1,156
Export duties		(162	)		(202	)
Amortization		(196	)		(196	)
Restructuring and impairment charges		(33	)		—
Operating earnings		(160	)		758
Finance expense		(35	)		(25	)
Other		(7	)		20
Earnings before tax		(202	)		753
Capital expenditures		339			284
SPF (MMfbm)
Production		3,211			3,792
Shipments		3,363			3,790
SYP (MMfbm)
Production		2,703			2,817
Shipments		2,692			2,792
Wood chip production
SPF (M ODTs)		1,471			1,784
SYP (M green tons)		3,570			3,785
Benchmark prices (per Mfbm)
SPF #2 & Better 2x42 – US$		360			480
SPF #3 Utility 2x42 – US$		285			372
SYP #2 West 2x43 – US$		384			501
SPF #2 & Better 2x4 – Cdn$4		478			622
SPF #3 Utility 2x4 – Cdn$4		378			482
SYP #2 West 2x4 – Cdn$4		510			649

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Random Lengths – Net FOB mill.

3. Source: Random Lengths – Net FOB mill Westside.

4. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

Sales and Shipments

Lumber sales declined by $943 million compared to the prior year as selling prices for lumber were lower in 2019 and shipments were reduced by 527 MMfbm. The average SPF #2 & Better 2x4 benchmark price was US$360 per Mfbm and was US$120 per Mfbm lower compared to the prior year. SYP followed a similar trend to SPF, with the average benchmark SYP #2 & Better 2x4 price declining by US$117 per Mfbm to US$384 per Mfbm. Lumber prices

- 5 -

began to decline in the second half of 2018 as the U.S. new housing market softened and additional supply from delayed shipments from the first quarter of 2018 arrived in end markets.

Lower lumber prices combined with fibre input cost increases led to permanent and temporary curtailments in B.C. Shipments were lower compared to 2018 due to reduced production from the temporary and permanent curtailments, partially offset by a reduction in finished goods. Shipments of SPF exceeded production by 152 MMfbm.

Costs and Production

The cost of fibre consumed in our lumber operations was higher in 2019 as compared to the prior year. B.C. log costs continued to escalate through 2019 due to a highly competitive purchase log market and an increase in the annual market-based stumpage implemented on July 1, 2019 which is based on open market log purchases. The shrinking timber supply in B.C. continued to put pressure on the purchase log market, causing prices to remain elevated well into the fourth quarter of 2019. Due to the long planning and harvesting cycle in Western Canada, there was a carryover impact of higher cost fibre sourced in prior years. Periods of wet weather in Alberta and the U.S. South temporarily compromised log availability necessitating changes in logging activities which also temporarily increased delivered log costs.

SPF production was down by 581 MMfbm compared to 2018. The permanent elimination of third shifts and the Chasm, B.C. lumber mill closure accounted for 400 MMfbm of reduced production and temporary curtailments accounted for a further reduction of 200 MMfbm in the year. Increased productivity offset some of the reductions from these shift reductions and mill closure. SYP production declined 114 MMfbm as we reduced hours at some mills due to market conditions and log availability. We also experienced downtime for capital upgrades and integration activities at a number of our mills. Reduced production levels increased the unit cost of products sold.

Freight and distribution costs declined in line with shipment volumes. Selling general and administrative costs were $17 million lower than 2018 as a result of lower variable compensation costs, mill closures and cost containment activities.

As a result of the items discussed above, Adjusted EBITDA declined by $925 million to $231 million in our lumber segment. Export duties were also lower due to lower average SPF lumber prices on shipments to the U.S. and lower SPF shipment quantities, all partially offset by an increased antidumping estimated rate. We recorded a $33 million restructuring and impairment charge in the lumber segment. The closure of our Chasm, B.C. lumber mill accounted for $25 million of this amount and we recorded an additional $8 million of plant and equipment impairment associated with certain B.C. lumber mill assets.

Discussions on finance expenses and other income is included above under the annual section called “Discussion & Analysis of Annual Results by Product Segment - Other Non-Operational Items” in this MD&A.

SPF Sales by Destination

	2019			2018
		MMfbm	%		MMfbm	%
U.S.		2,036	60		2,249	59
Canada		637	19		871	23
China		530	16		473	13
Other		160	5		197	5
Total		3,363			3,790

We ship SPF to several export markets, while our SYP sales are almost entirely in the U.S. U.S. destined shipments were lower due to softer demand in the U.S. and reduced SPF production. Our geographic mix of shipments was impacted by product and species mix and relative pricing dynamics between the different geographies.

- 6 -

Softwood Lumber Dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the USDOC and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing (“CVD”) and antidumping (“ADD”) duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and as a result have received unique company specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1 as shown in the table below. The duty rates are subject to an appeal process and are not expected to be finalized until August of 2020 at which time any required adjustment will be recorded.

If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. Assuming these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate and the West Fraser Estimated ADD Rate for each period are as follows.

Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017 until the revised rate was published by the USITC.

2. On December 4, 2017, the USDOC revised our CVD rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its preliminary CVD rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

- 7 -

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%5
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%5
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC revised our ADD rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its preliminary ADD rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. In fiscal 2017, our estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

Export duties incurred in the period	2019		2018
Countervailing duties	$	127	$	178
Antidumping duties		40		55
Total	$	167	$	233

Recognized in the financial statements as	2019		2018
Export duties recognized as expense in consolidated statements of earnings	$	162	$	202
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		5		31
Total	$	167	$	233

As at December 31, 2019, export duties paid and payable on deposit with the USDOC are US$275 million for CVD and US$98 million for ADD for a total of US$373 million. Additional details can be found in Note 27 to our Financial Statements.

AR2

AR2 covers the POI from January 1, 2019 through December 31, 2019 and will commence in 2020. The results of AR2 are not expected to be finalized until 2021. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”) categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement panels and the World Trade Organization.

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Panels Segment

($ millions unless otherwise indicated)

	2019			2018
Sales
Finished products		581			648
Wood chips and other residuals		18			22
Logs and other		6			6
		605			676
Cost of products sold		(466	)		(461	)
Freight and other distribution costs		(63	)		(63	)
Selling, general and administration		(25	)		(25	)
Adjusted EBITDA1		51			127
Amortization		(16	)		(15	)
Operating earnings		35			112
Finance expense		(4	)		(2	)
Earnings before tax		31			110
Capital expenditures		23			16
Plywood (MMsf 3/8” basis)
Production		818			833
Shipments		815			837
MDF (MMsf 3/4” basis)
Production		221			224
Shipments		222			224
LVL (Mcf)
Production		2,034			2,251
Shipments		2,129			2,155
Benchmark prices (per Msf)
Plywood (3/8” basis)2 Cdn$		459			548

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Crow’s Market Report – Delivered Toronto.

The panels segment is comprised of our plywood, MDF and LVL operations.

Sales and Shipments

Panels sales declined by $67 million compared to the prior year. The average benchmark selling price of plywood declined this year to $459 Msf which is a reduction of $89 Msf compared to 2018. Our plywood production is sold primarily into Canada. Canadian housing starts declined in 2019 compared to the prior year. Also, during the year the Canadian government removed tariffs on U.S. plywood which resulted in more imports of U.S. plywood into Canada. These factors negatively impacted plywood prices and shipments in the year. MDF shipments were consistent with production. LVL shipments exceeded production as inventory was drawn down but were consistent with the prior year shipments.

Costs and Production

The cost of logs consumed in our plywood facilities increased this year. B.C.’s purchase log market remained highly competitive for the declining fibre supply and stumpage rates increased under B.C.’s market-based stumpage system.

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Plywood production increases were partially offset by temporary market related and capital downtime, which reduced plywood production by 30 MMsf. LVL production was reduced by 217 Mcf to meet demand.

As a result of the items discussed above, Adjusted EBITDA declined by $76 million to $51 million in our panels segment.

Discussions on finance expenses is included above under the section entitled “Discussions & Analysis of Annual Results by Product Segment - Other Non-Operational Items” in this MD&A.

Pulp & Paper Segment

($ millions unless otherwise indicated)

	2019			2018
Sales		966			1,163
Cost of products sold		(734	)		(698	)
Freight and other distribution costs		(173	)		(166	)
Selling, general and administration		(39	)		(41	)
Adjusted EBITDA1		20			258
Amortization		(43	)		(44	)
Operating earnings		(23	)		214
Finance expense		(10	)		(10	)
Other		4			11
Earnings before tax		(29	)		215
Capital expenditures		39			60
BCTMP (Mtonnes)
Production		677			652
Shipments		701			642
NBSK (Mtonnes)
Production		460			499
Shipments		472			496
Newsprint (Mtonnes)
Production		114			119
Shipments		112			117
Benchmark prices (per tonne)
NBSK U.S. - US$2,4		1,239			1,337
NBSK China - US$3,4		634			878
Newsprint - US$5		732			740
NBSK U.S. - Cdn$6		1,644			1,732
NBSK China - Cdn$6		841			1,138
Newsprint - Cdn$6		971			959

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Resource Information Systems, Inc. – U.S. list price, delivered U.S.

3. Source: Resource Information Systems, Inc. – China list price, delivered China.

4. The differences between the U.S. and China NBSK list prices are largely attributable to the customary sales practice of applying material discounts from the U.S. list price for North American sales compared to relatively small discounts from the China list price for sales into China.

5. Source: Resource Information Systems, Inc. – Newsprint 27.7-lb East, delivered.

6. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

The pulp & paper segment is comprised of our NBSK, BCTMP and newsprint operations.

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Sales and Shipments

Sales declined by $197 million compared to the prior year. Both U.S. and China NBSK benchmark prices declined in the year. Record high global pulp inventories at the beginning of 2019 and slowing paper production in China and Europe resulted in price declines throughout 2019. There is also excess hardwood supply in South America which continues to put downward pressure on pulp pricing.

NBSK and newsprint shipment volumes were in-line with production volumes in 2019. BCTMP shipments were in excess of production in the year due to a delayed vessel sailing from 2018 that carried over into 2019.

Costs and Production

The cost of products sold increased by $36 million in 2019 compared to the prior year. Maintenance costs were higher than 2018 as work conducted during our 2019 maintenance shutdowns was more extensive than the prior year. Energy costs also increased year over year due to increased electricity rates in 2019.

NBSK production was down in 2019 compared to the prior year due to longer planned maintenance downtime at both NBSK mills. Our Hinton NBSK pulp mill continued to have intermittent reliability issues in 2019 which negatively affected production. BCTMP production increased in the year primarily due to better production from our Quesnel pulp mill that had scheduled downtime in 2018 for capital and planned maintenance.

In 2019, our Cariboo NBSK operation also recognized in other income a gain of $4 million for insurance settlement related to the 2017 involuntary disposal of equipment.

As a result of the items discussed above, adjusted EBITDA declined by $238 million to $20 million in our pulp and paper segment.

Discussions on finance expenses and other income is included above under the section called “Discussion & Analysis of Annual Results by Product Segmet - Other Non-Operational Items” in this MD&A.

Fourth Quarter Results

($ millions, except as otherwise indicated)

	Q4-19			Q3-19			Q4-18
Sales		1,129			1,190			1,274
Cost of products sold		(830	)		(906	)		(917	)
Freight and other distribution costs		(166	)		(181	)		(174	)
Selling, general and administration		(53	)		(48	)		(63	)
Adjusted EBITDA1		80			55			120
Export duties		(35	)		(44	)		(37	)
Equity-based compensation		(2	)		(1	)		1
Amortization		(66	)		(65	)		(69	)
Restructuring and impairment charges		(8	)		1			—
Operating earnings		(31	)		(54	)		15
Finance expense		(13	)		(12	)		(9	)
Other		(2	)		2			22
Tax recovery		4			19			1
Earnings		(42	)		(45	)		29
Cdn$1.00 converted to US$ – average		0.758			0.757			0.758

1. See section “Non-IFRS Measures” in this MD&A.

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Discussion & Analysis of Fourth Quarter Non-Operational Items

Adjusted Earnings and Adjusted Basic Earnings Per Share

($ millions except EPS amounts which are in $)

	Q4-19			Q3-19			Q4-18
Earnings		(42	)		(45	)		29
Add (deduct):
Export duties		35			44			37
Interest recognized on export duty deposits receivable		(1	)		—			(1	)
Equity-based compensation		2			1			(1	)
Exchange (gain) loss on long-term financing		1			(1	)		(6	)
Exchange (gain) loss on export duty deposits receivable		1			(1	)		(4	)
Insurance gain on disposal of equipment		(4	)		—			—
Restructuring and impairment charges		8			(1	)		—
Re-measurement of deferred income tax assets and liabilities		(1	)		—			—
Net tax effect on the above adjustments		(10	)		(12	)		(11	)
Adjusted earnings1		(11	)		(15	)		43
Adjusted basic EPS1,2		(0.16	)		(0.22	)		0.63

1. See section “Non-IFRS Measures” in this MD&A.

2. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding.

For a description of the adjustments in the above table, see the corresponding section under “Discussion & Analysis of Annual Non-Operational Items” in this MD&A.

Other Non-Operational Items

Other income includes a number of non-operational items, the most significant being foreign exchange revaluation on the assets and liabilities of our Canadian operations as discussed under the “Discussion & Analysis of Annual Non-Operational Items” above. Foreign exchange on working capital items was a loss of $3 million in the current quarter compared to a gain of $1 million in the previous quarter and a gain of $9 million in the fourth quarter of 2018.

The results of the current quarter include an income tax recovery of $4 million compared to $19 million in the previous quarter and $1 million in the fourth quarter of 2018. Note 6 to the fourth quarter 2019 unaudited condensed consolidated interim financial statements provides a reconciliation of income taxes calculated at the B.C. statutory rate to the income tax expense.

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Discussion & Analysis of Fourth Quarter Results by Product Segment

Lumber Segment

($ millions unless otherwise indicated)

	Q4-19			Q3-19			Q4-18
Sales
Lumber		665			728			757
Wood chips and other residuals		86			93			111
Logs and other		34			27			30
		785			848			898
Cost of products sold		(573	)		(654	)		(669	)
Freight and other distribution costs		(106	)		(122	)		(120	)
Selling, general and administration		(37	)		(33	)		(41	)
Adjusted EBITDA1		69			39			68
Export duties		(35	)		(44	)		(37	)
Amortization		(49	)		(49	)		(53	)
Restructuring and impairment charges		(8	)		1			—
Operating earnings		(23	)		(53	)		(22	)
Finance expense		(10	)		(9	)		(6	)
Other		(4	)		3			10
Earnings before tax		(37	)		(59	)		(18	)
SPF (MMfbm)
Production		724			793			907
Shipments		702			855			943
SYP (MMfbm)
Production		699			700			652
Shipments		683			686			626
Benchmark prices (per Mfbm)
SPF #2 & Better 2x42 – US$		380			356			327
SPF #3 Utility 2x42 – US$		257			277			268
SYP #2 West 2x43 – US$		387			376			419
SPF #2 & Better 2x4 – Cdn$4		502			470			432
SPF #3 Utility 2x4 – Cdn$4		339			366			354
SYP #2 West 2x4 – Cdn$4		511			496			553

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Random Lengths – Net FOB mill.

3. Source: Random Lengths – Net FOB mill Westside.

4. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

Sales and Shipments

Lumber sales declined $63 million in the fourth quarter of 2019 compared to the previous quarter and declined $92 million compared to the fourth quarter of 2018. SPF shipments declined by 153 MMfbm or 18% in the quarter compared to the previous quarter and were 241 MMfbm or 26% lower than the fourth quarter of 2018. Permanent and temporary sawmill curtailments and a CN Rail strike resulted in lower shipments in the quarter compared to the previous quarter and the fourth quarter of 2018, which negatively impacted sales.

Product pricing provided an offset to the volume decline as the average SPF #2 & Better 2x4 benchmark increased to US$380 per Mfbm in the quarter compared to US$356 per Mfbm in the previous quarter and US$327 per Mfbm in the fourth quarter of 2018. The SYP #2 & Better 2x4 price improved in the quarter to US$387 per Mfbm compared to US$376 per Mfbm in the previous quarter but is lower than the average price of US$419 per Mfbm in

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the fourth quarter of 2018. Wood chip and residual sales were lower in the quarter due to lower lumber production as a result of temporary and permanent curtailments.

Costs and Production

Cost of products sold declined $81 million in the quarter compared to the previous quarter and declined $96 million compared to the fourth quarter of 2018. Temporary and permanent curtailments in B.C. lowered production and overall manufacturing costs in the quarter. Log costs were consistent with the previous quarter in both Alberta and the U.S. but were lower in B.C. as stumpage rates were adjusted downward in the fourth quarter and we were able to reduce our consumption of higher priced fibre due to temporary and permanent curtailments. Freight costs were lower in the quarter principally due to lower shipments. Selling, general and administration costs are lower in the quarter compared to the fourth quarter of 2018 due to lower variable employee compensation. Export duties declined in the quarter compared to the previous quarter due to lower shipments partially offset by higher prices. Restructuring and impairment charges were recognized in the quarter on certain B.C. sawmill assets.

SPF production was 69 MMfbm lower in the quarter compared to the previous quarter and 183 MMfbm lower compared to the fourth quarter on 2018. Our Chasm, B.C. lumber mill was permanently closed in the third quarter of 2019 and most B.C. lumber facilities operated on a variable schedule in the fourth quarter of 2019. The third shifts at our B.C. sawmills in Quesnel, Fraser Lake and 100 Mile House were also eliminated during the year which reduced production compared to the fourth quarter of 2018.

SYP production was consistent with the previous quarter but increased 47 MMfbm compared to the fourth quarter of 2018 as we begin to operationalize capital spent in this segment.

As a result of the items discussed above, Adjusted EBITDA improved by $30 million to $69 million when compared to the third quarter of 2019 and improved by $1 million when compared to the fourth quarter of 2018.

Discussions on other income is included above under the section called “Discussion & Analysis of Fourth Quarter Results by Product Segment - Other Non-Operational Items” in this MD&A.

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Panels Segment

($ millions unless otherwise indicated)

	Q4-19			Q3-19			Q4-18
Sales
Finished products		137			143			144
Wood chips and other residuals		4			4			5
Logs and other		1			2			2
		142			149			151
Cost of products sold		(108	)		(115	)		(120	)
Freight and other distribution costs		(15	)		(16	)		(15	)
Selling, general and administration		(6	)		(5	)		(7	)
Adjusted EBITDA1		13			13			9
Amortization		(5	)		(4	)		(5	)
Operating earnings		8			9			4
Finance expense		(1	)		—			—
Earnings before tax		7			9			4
Plywood (MMsf 3/8” basis)
Production		204			192			205
Shipments		206			196			212
MDF (MMsf 3/4” basis)
Production		53			57			55
Shipments		52			58			52
LVL (Mcf)
Production		508			526			430
Shipments		493			555			482
Benchmark prices (per Msf)
Plywood (3/8” basis)2 Cdn$		420			452			465

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Crow’s Market Report – Delivered Toronto.

Sales and Shipments

Panels sales declined $6 million in the fourth quarter of 2019 when compared to the previous quarter and declined $7 million when compared to the fourth quarter of 2018. The average benchmark price of plywood declined by Cdn$32 per Msf to Cdn$420 per Msf in the quarter when compared to the previous quarter and declined by Cdn$45 per Msf when compared to the fourth quarter of 2018. In the second quarter of 2018 the Canadian Government imposed tariffs on U.S. imported plywood, which caused the price of Canadian plywood to rise during the second half of 2018 and into 2019. In the second quarter of 2019 these tariffs were removed, and U.S. imports gained strength again in Canada, causing a reduction in the benchmark price of plywood.

Shipments of plywood in the fourth quarter of 2019 were in-line with the fourth quarter of 2018 and recovered slightly from the previous quarter where we had some temporary log shortage curtailments.

Costs and Production

The cost of products sold in our panels segment declined in the quarter by $7 million to $108 million when compared to the previous quarter and declined by $12 million when compared to the fourth quarter of 2018. Fibre input costs were lower than both comparative periods as stumpage rates declined in B.C. due to the market-based element of the formula.

- 15 -

Plywood production increased by 12 MMsf to 204 MMsf in the quarter when compared to the previous quarter as production in the third quarter was negatively impacted by temporary curtailments and wet weather and fire-related log shortages in Alberta. LVL production declined by 18 Mcf in the quarter to 508 Mcf when compared to the previous quarter due to fewer operating days. LVL production increased 78 Mcf when compared to the fourth quarter of 2018 due to capital improvements and upgrades which improved reliability and uptime.

As a result of the items discussed above, Adjusted EBITDA was flat compared to the third quarter of 2019 but increased by $4 million when compared to the fourth quarter of 2018.

Pulp & Paper Segment

($ millions unless otherwise indicated)

	Q4-19			Q3-19			Q4-18
Sales		232			224			268
Cost of products sold		(179	)		(168	)		(171	)
Freight and other distribution costs		(44	)		(44	)		(39	)
Selling, general and administration		(10	)		(9	)		(11	)
Adjusted EBITDA1		(1	)		3			47
Amortization		(11	)		(11	)		(11	)
Operating earnings		(12	)		(8	)		36
Finance expense		(3	)		(2	)		(3	)
Other		3			1			7
Earnings before tax		(12	)		(9	)		40
BCTMP (Mtonnes)
Production		176			172			157
Shipments		179			169			139
NBSK (Mtonnes)
Production		123			126			121
Shipments		130			122			118
Newsprint (Mtonnes)
Production		26			31			32
Shipments		29			32			30
Benchmark prices (per tonne)
NBSK U.S. - US$2,4		1,115			1,170			1,428
NBSK China - US$3,4		588			585			805
Newsprint - US$5		701			731			766
NBSK U.S. - Cdn$6		1,472			1,545			1,886
NBSK China - Cdn$6		776			772			1,063
Newsprint - Cdn$6		925			965			1,011

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Resource Information Systems, Inc. – U.S. list price delivered U.S.

3. Source: Resource Information Systems, Inc. – China list price, delivered China.

4. The differences between the U.S. and China NBSK list prices are largely attributable to the customary sales practice of applying material discounts from the U.S. list price for North American sales compared to relatively small discounts from the China list price for sales into China.

5. Source: Resource Information Systems, Inc. – Newsprint 27.7-lb East, delivered.

6. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. benchmark price.

Sales and Shipments

Sales of $232 million were $8 million better than the prior quarter but $36 million lower than the fourth quarter of 2018. The NBSK benchmark prices were relatively consistent with the prior quarter but were off from the fourth quarter of 2018. The impact of high global pulp inventories and reduced paper production negatively impacted

- 16 -

pulp pricing in 2019. Shipments were in line with production and improved for both BCTMP and NBSK as compared to the prior quarter and the fourth quarter of 2018.

Costs and Production

Cost of products sold increased $11 million in the quarter to $179 million when compared to the previous quarter and increased by $8 million when compared to the fourth quarter of 2018 primarily due to higher BCTMP shipments and inventory valuation adjustments. BCTMP production increased in the quarter compared to the fourth quarter of 2018 due to higher production at Quesnel River Pulp which had scheduled downtime in 2018. Per unit costs for both our BCTMP and NBSK operations decreased in this quarter as compared to the previous two quarters and the fourth quarter of 2018. The reduction in costs was primarily due to lower furnish costs, resulting from increased utilization, lower log costs in Alberta and a lower chip price in B.C. based on NBSK formula pricing in the quarter. Maintenance costs were also lower in the quarter as a result of no planned shutdowns.

As a consequence of the items discussed above, adjusted EBITDA declined by $4 million to a loss of $1 million when compared to the third quarter of 2019 and decreased by $48 million when compared to the fourth quarter of 2018.

Discussions on other income is included above under the section called “Discussion & Analysis of Fourth Quarter Results by Product Segment - Other Non-Operational Items” in this MD&A.

Capital Expenditures

($ millions)

Segment	Profit Improvement		Maintenance of Business		Safety		Total
Lumber		240		77		22		339
Panels		11		9		3		23
Pulp & Paper		3		32		4		39
Corporate		—		9		—		9
Total		254		127		29		410

2019 capital expenditures of $410 million reflect our philosophy of continual reinvestment in our mills and we made significant investments in our U.S. operations. The largest projects completed in the year were at our McDavid, Florida facility where we replaced the primary breakdown line which is expected to result in higher throughput and increased lumber recovery; at our Joyce, Louisiana facility where we installed a new merchandiser to improve lumber recovery and throughput; and our Augusta, Georgia facility where we installed a new planer to improve lumber grade and throughput. We also completed a number of profit improvement projects during the year aimed at increasing lumber recovery and grade in our lumber operations. We started the final phase of our Opelika, Alabama modernization with the construction of a new planer mill and broke ground on the construction of a new lumber manufacturing complex at Dudley, Georgia. Business expenditures related to maintenance are primarily for roads, bridges, mobile equipment and major maintenance shutdowns.

Business Outlook

Operations

We expect lumber production in 2020 to improve from 2019 levels. The carryover impact in SPF production from eliminated shifts at our B.C. mills in Quesnel, Fraser Lake and 100 Mile House along with the closure of the Chasm, B.C. facility will approximately offset by the recapture of production lost due to temporary curtailments. As a result, we expect SPF production to increase by approximately 50 MMfbm with the majority of that coming from our facilities in Alberta. In the U.S. South, we expect lumber production to increase by approximately 300 MMfbm and reach 3,000 MMfbm for the year. Anticipated production gains assume improved demand, availability of

- 17 -

sufficient logs within our economic return criteria, and no further temporary curtailments. Our operations and results could be negatively affected by adverse weather conditions in our operating areas and continuing intense competition for logs in the B.C. interior. We expect slight moderation in log costs in the B.C. interior as sawmill closures and curtailments take effect. We expect log cost inflation in the U.S. South to be limited.

In our panels segment, our plywood operations are expected to continue to operate at full capacity. Two of our plywood operations are in the B.C. interior, and we expect log costs for those operations to moderate slightly in 2020.

We executed maintenance shutdowns at both our NBSK mills in the first half of 2019 and have scheduled similar downtime for the second quarter of 2020 at Cariboo Pulp and the fourth quarter of 2020 at Hinton Pulp. We expect a slight improvement in 2020 pulp production levels compared to 2019.

Markets

The most significant market for our lumber is the U.S., and our products are used in new residential construction, repair and remodelling, and industrial uses. Recent improvements in new housing related indicators have been favorable but has yet to translate into increased demand for lumber. Indicators for repair and remodelling are indicating a slowing pace of growth. Spending on industrial goods which creates demand for lumber in packaging, shipping and other uses has also been slowing.

Canadian lumber exports to Asia have been softening in the second half of 2019 as the pace of consumption has slowed and competition has increased from suppliers in other countries. We have maintained our overall export business volume to date, however it is currently very difficult to predict how and to what extent trade disputes and lumber from other countries will affect our business in Asia. The impact of the Novel Coronavirus epidemic on economic activity is also a risk.

Canadian softwood lumber exports to the U.S. have been the subject of trade disputes and managed trade arrangements for the last several decades. Countervailing and antidumping duties have been in place since April of 2017 and we are required to make deposits in respect of these duties. Whether and to what extent we can realize a selling price to fully recover the impact of duties payable will largely depend on the strength of demand for softwood lumber. If duties can be passed through to consumers, in whole or in part, the price of Canadian softwood lumber will increase (although the increase will not necessarily be for the benefit of Canadian producers) which in turn could cause the price of SYP lumber, which would not be subject to the duty, to increase as well. Regardless of the commodity price, export duties on SPF shipments to the U.S. remain a cost to our Company to the extent we cannot pass on the cost through increased selling prices. The first administrative review process has been completed and there may be an adjustment to the countervailing and antidumping deposit rates in August of 2020. The timing and extent of any such adjustment is not possible to estimate nor is the impact of changes in duty rates on the price of lumber.

The major component of our panels segment is plywood which is sold mainly in Canada and is influenced by levels of home construction, repair and renovation and industrial activity. Following a period of escalated prices due to supply constraints from production curtailments, import duties and transportation restrictions, plywood pricing has returned more in line with long-term trends. MDF and LVL demand is heavily influenced by North American new home construction.

We are anticipating that pulp markets may soften in the near term as a result of the impact of the Novel Coronavirus but there is potential improvement in the second half with a strengthening economy in China and higher paper production rates.

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Cash Flows

We are anticipating levels of cash flows, taking into account duties on Canadian softwood lumber exports to the U.S., to support between $275 and $325 million of capital spending in 2020 as well as to continue to support dividend payments. We have paid a dividend in every quarter since we became a public company in 1986. We expect to maintain our investment grade rating and intend to preserve sufficient liquidity to be able to take advantage of strategic growth opportunities that may arise.

We are authorized under our normal course issuer bid, which expires in September of 2020, to purchase up to 3,318,823 Common shares of the Company, representing approximately 5% of the issued and outstanding Common shares of the Company. We will continue to consider share repurchases with excess cash if we are satisfied that this will enhance shareholder value and does not compromise our financial flexibility.

Estimated Earnings Sensitivity to Key Variables¹

(based on 2019 production—$ millions)

Factor	Variation	Change in pre-tax earnings
Lumber price	US$10 (per Mfbm)	78
Plywood price	Cdn$10 (per Msf)	8
NBSK price	US$10 (per tonne)	6
BCTMP price	US$10 (per tonne)	9
U.S. – Canadian $ exchange rate2	US$0.01 (per Cdn $)	28

1. Each sensitivity has been calculated on the basis that all other variables remain constant and assumes year-end foreign exchange rates.

2. Excludes exchange impact of translation of U.S. dollar-denominated debt and other monetary items. Reflects the amount of the initial US$0.01 change; additional changes are substantially, but not exactly, linear.

Capital Structure and Liquidity

Our capital structure consists of Common share equity and long-term debt and our liquidity includes our operating facilities.

Operating Borrowing Facilities

On July 18, 2019, we completed an amendment to our revolving lines of credit to extend the maturity date to August 28, 2024, and to increase the size of our Canadian and U.S. syndicated committed revolving credit facilities from $500 million to $850 million. At the same time, we also amended the terms of the US$200 million term loan to extend the maturity date from August 25, 2022 to August 28, 2024. All other material terms of the revolving lines of credit and the term loan remain unchanged.

On December 31, 2019, our operating facilities consisted of an $850 million committed revolving credit facility, a $32 million (US$25 million) demand line of credit dedicated to our U.S. operations and an $8 million demand line of credit dedicated to our 50%-owned newsprint operation. In addition, we have demand lines of credit totalling $89 million dedicated to letters of credit of which US$15 million is committed to our U.S. operations. On January 17, 2020, we entered into a new uncommitted, demand letter of credit facility of up to $40 million.

On December 31, 2019, $377 million was outstanding under our revolving credit facility. In addition, letters of credit in the amount of $61 million were supported by our facilities.

Available liquidity at December 31, 2019 was $505 million. Available liquidity includes cash and short-term investments, cheques issued in excess of funds on deposit and amounts available on our operating loans excluding the $8 million operating loan dedicated to our 50%-owned newsprint operation.

All debt is unsecured except the $8 million 50%-owned newsprint operation demand line of credit, which is secured by that operation’s current assets.

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Material Long-term Debt

In October 2014, we issued US$300 million of fixed-rate senior unsecured notes, bearing interest at 4.35% and due October 2024, pursuant to a private placement in the U.S. The notes are redeemable, in whole or in part, at our option at any time.

In August 2017, we were advanced a US$200 million 5-year term loan that, with the July 2019 extension, matures on August 25, 2024. Interest is payable at floating rates based on Base Rate Advances or LIBOR Advances at our option. This loan is repayable at any time, in whole or in part, at our option and without penalty but cannot be redrawn after payment.

On March 15, 2019, we entered into an interest rate swap agreement, maturing in August 2022, with a US$100 million notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term debt. Under this agreement, we pay a fixed interest rate of 2.47% and receive a floating interest rate equal to 3-month LIBOR.

Equity

Our outstanding Common share equity consists of 66,382,329 Common shares and 2,281,478 Class B Common shares for a total of 68,663,807 shares issued and outstanding as of February 11, 2020.

Our Class B Common shares are equal in all respects to our Common shares, including the right to dividends and the right to vote, and are exchangeable on a one-for-one basis for Common shares. Our Common shares are listed for trading on the Toronto Stock Exchange while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

On September 17, 2019, we renewed our NCIB allowing us to acquire an additional 3,318,823 Common shares for cancellation until the expiry of the bid on September 19, 2020. The following table shows our purchases under various NCIB programs, including a summary of all purchases since the program was started in 2013.

Share Buybacks

(number of common shares and price per share)

NCIB period	Common Shares		Average Price
September 17, 2017 to September 18, 2018
September 19 to December 31, 2017		85,094	$	68.52
January 1 to September 18, 2018		5,905,360	$	88.06
September 19, 2018 to September 18, 2019
September 19 to December 31, 2018		2,230,436	$	70.05
January 1 to September 18, 2019		1,178,400	$	68.30
September 19, 2019 to December 31, 2019		—		—
September 17, 2013 to February 11, 2020		17,226,864	$	66.05

Share Options

As of February 11, 2020, there were 1,211,137 share purchase options outstanding with exercise prices ranging from $23.68 to $85.40 per Common share.

Defined Benefit Pension Plans

The funded position of our defined benefit pension plans and other retirement benefit plans is estimated at the end of each period. The funded position, as shown in Note 13 to our Financial Statements, is determined by

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subtracting the value of the plan assets from the plan obligations. In 2019, we recorded in other comprehensive earnings an after-tax actuarial loss of $99 million, compared to an after-tax gain of $24 million in 2018. The current year loss reflected a decrease in the discount rate used to calculate plan liabilities, the effect of plan revaluations, partially offset by an actual rate of return on assets that was higher than the expected return.

Summary of Financial Position

($ millions, except as otherwise indicated)

As at December 31	2019			2018
Cash and short-term investments		16			160
Current assets		1,147			1,345
Current liabilities		837			595
Ratio of current assets to current liabilities		1.4			2.3
Net debt
Cash and short-term investments		(16	)		(160	)
Deferred financing costs1		(6	)		(6	)
Cheques issued in excess of funds on deposit		16			13
Operating loans		377			63
Current and long-term lease obligation		11			—
Current and long-term debt		663			696
		1,045			606
Shareholders’ equity		2,474			2,896
Total capital		3,519			3,502
Net debt to total capital2		30	%		17	%

1. For our balance sheet presentation, these costs are applied to reduce the associated debt or, in instances when the operating loan is undrawn, these costs associated with the operating loan are included in other assets.

2. See section “Non-IFRS Measures” in this MD&A.

Debt Ratings

We are rated by three rating agencies and their ratings as of December 31, 2019 are shown in the table below. All three ratings are considered investment grade.

Agency	Rating			Outlook
DBRS		BBB	(low)		Positive
Moody’s		Baa3			Stable
Standard & Poor’s		BBB-			Stable

These ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agencies.

Cash Flow

Our cash requirements, other than for operating purposes, are primarily for interest payments, repayment of debt, additions to property, plant, equipment and timber, acquisitions and payment of dividends. In normal business cycles and in years without a major acquisition or debt repayment, cash on hand and cash provided by operations have normally been sufficient to meet these requirements.

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Selected Cash Flow Items

($ millions – cash provided by (used in))

For the year ended December 31	2019			2018
Operating Activities
Earnings		(150	)		810
Amortization		259			257
Restructuring and impairment charges		33			—
Restructuring charges paid		(7	)		—
Export duty deposits		(5	)		(31	)
Post-retirement expense		80			84
Contributions to post-retirement plans		(85	)		(103	)
Tax provision (recovery)		(69	)		262
Income taxes paid		(62	)		(316	)
Changes in inventories		51			(105	)
Other		70			51
		115			909
Financing Activities
Proceeds from operating loan		314			63
Finance expense paid		(43	)		(32	)
Dividends		(55	)		(37	)
Repurchases of Common shares		(81	)		(675	)
Other		(5	)		—
		130			(681	)
Investing Activities
Additions to capital assets		(410	)		(370	)
Other		19			16
		(391	)		(354	)
Change in cash		(146	)		(126	)

Operating Activities

The table above shows the main components of cash flow from operations for 2019 compared to 2018. The significant factors affecting the comparison were lower earnings, inventory changes, post-retirement plan contributions and income tax payments.

The current year inventory reduction was primarily due to lower SPF lumber inventories as a result of the 2019 temporary and permanent curtailments as well as lower pulp inventories.

We made tax payments of $62 million during the year compared to $316 million in 2018. Tax installments for 2019 have been reduced to reflect lower earnings in both Canada and the U.S. Cash payments in 2019 included approximately $36 million on account of 2018 income while 2018 included approximately $104 million on account of 2017 income.

Contributions to post-retirement plans in 2018 included $17 million of deferred contributions from 2017 as a result of regulatory reform initiatives in B.C. and Alberta.

Financing Activities

During 2019 we borrowed an additional $314 million on our operating loan. We also returned $136 million to our shareholders compared to $712 million in 2018, through dividend payments and Common share repurchases under our NCIB program.

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Investing Activities

2019 additions to capital assets include $339 million for the lumber segment, $23 million for the panels segment, $39 million for the pulp & paper segment and $9 million for our corporate segment. Additional details are found under the section “Capital Expenditures” above.

Contractual Obligations

On March 15, 2019, we entered into an interest rate swap agreement, maturing in August 2022, with a US$100 million notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term debt. Under this agreement, we pay a fixed interest rate of 2.47% and receive a floating interest rate equal to 3-month LIBOR. The agreement is accounted for as a derivative.

On April 24, 2019, we expanded our letters of credit facility by an additional $20 million. On July 18, 2019, we completed an amendment to our revolving lines of credit to extend the maturity date to August 28, 2024, and to increase the size of our Canadian and U.S. syndicated committed revolving credit facilities from $500 million to $850 million. At the same time, we also amended the terms of the US$200 million term loan to extend the maturity date to August 28, 2024 and terminated the uncommitted $100 million credit facility that was temporarily established on April 24, 2019. All other material terms of the revolving lines of credit and the term loan remain unchanged.

On January 17, 2020, we entered into an agreement for a new uncommitted, demand letter of credit facility of up to $40 million.

Contractual Obligations¹

(at December 31, 2019 in $ millions)

	2020		2021		2022		2023		Thereafter		Total
Long-term debt2		10		—		—		3		650		663
Interest on long-term debt		25		25		26		26		20		122
Operating loan		377		—		—		—		—		377
Lease obligation		3		3		3		2		3		14
Contributions to defined benefit pension plans3		49		50		51		—		—		150
Asset purchase commitments		179		—		—		—		—		179
Total		643		78		80		31		673		1,505

1. Contractual obligations mean an agreement related to debt, leases and enforceable agreements to purchase goods or services on specified terms, but does not include payroll obligations, reforestation and decommissioning obligations, energy purchases under various agreements, non-defined benefit post-retirement contributions payable, equity-based compensation including equity hedges, accounts payable in the ordinary course of business or contingent amounts payable.

2. Includes U.S. dollar-denominated debt of US$508 million.

3. Contributions to the defined benefit pension plans are based on the most recent actuarial valuation. Future contributions will be determined at the next actuarial valuation date.

Financial Instruments

Details of our financial instruments can be found in Note 24 to our Financial Statements.

Significant Management Judgments Affecting Financial Results

The preparation of financial statements requires management to make estimates and assumptions, and to select accounting policies, that affect the amounts reported. The significant accounting policies followed by our Company are disclosed in our Financial Statements. The following judgments are considered the most significant:

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Softwood Lumber Dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the USDOC and the USITC to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and as a result, we have received West Fraser specific rates.

Details can be found under the section “Discussion & Analysis of Annual Results by Product Segment—Lumber—Softwood Lumber Dispute”.

The CVD and ADD rates are subject to adjustment by the USDOC through an Administrative Review (“AR”) of Periods of Investigation (“POI”). The rates published after each AR are retroactively applied to the related POI, therefore we record on our balance sheet the difference between the cash deposit rate and the published rate once the rate is finalized. Additionally, for ADD, we estimate the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust to the final rate when published. Such adjustments for CVD and ADD could be material.

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”) categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement panels and the World Trade Organization.

Recoverability of Long-lived Assets

We assess the carrying value of an asset when there are indicators of impairment. The assessment compares the asset’s estimated discounted future cash flows to the carrying value of the asset. If the carrying value of the asset exceeds the asset’s estimated discounted future cash flows, the carrying value is written down to the higher of fair value less costs of disposal and value-in-use. The B.C. lumber industry faced low product pricing and high purchased log costs in 2019. As a result, restructuring and impairment charges of $33 million were recognized in 2019 of which $25 million was related to the permanent closure of our Chasm, B.C. lumber mill and $8 million to a plant and equipment impairment associated with certain B.C. lumber mill assets.

We review the amortization periods for our manufacturing equipment and machinery to ensure that the periods appropriately reflect anticipated obsolescence and technological change. Current amortization periods for manufacturing equipment range from 6 to 20 years. Timber licences are amortized over 40 years.

Goodwill is not amortized. We compare the carrying value of goodwill and related assets, at least once a year, to the estimated discounted cash flows that the assets are expected to generate. If it is determined that the carrying value is more than the estimated discounted cash flows, then a goodwill impairment will be recorded. We tested goodwill for impairment in 2019 and concluded that its carrying value is not impaired. The testing of goodwill for impairment involves significant estimates including future production and sales volumes, product selling prices, U.S. dollar exchange rates, operating costs, capital expenditures and the appropriate discount rate to apply. In all cases, we have used our best estimates of these projected amounts and values. Given the current global economic uncertainty and the volatility of the markets for our products, it is possible that our estimates will be adjusted in the future and that these adjusted estimates could result in the future impairment of goodwill.

We also review the carrying value of deferred income tax assets to ensure that the carrying value is appropriate. The key factors considered are our history of profitability, future expectations of profitability, the expected reversal of temporary differences and the timing of expiry of tax loss carry-forwards and limitations on their use.

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Reforestation and Decommissioning Obligations

In Canada, provincial regulations require timber quota holders to carry out reforestation to ensure reestablishment of the forest after harvesting. Reforested areas must be tended for a period sufficient to ensure that they are well established. The time needed to meet regulatory requirements depends on a variety of factors.

In our operating areas, the time to meet reforestation standards usually spans 12 to 15 years from the time of harvest. We record a liability for the estimated cost of the future reforestation activities when the harvesting takes place. This liability is reviewed, at least annually, and is updated to our current estimate of the costs to complete the remainder of the reforestation activities. In 2019, the review of the reforestation obligation resulted in an increase of $4 million to the obligation (2018—increase of $5 million).

We record the estimated fair value of a liability for decommissioning obligations, such as landfill closures, in the period when a reasonable estimate of fair value can be made. We review these estimates at least annually and adjust the obligations as appropriate. The 2019 review resulted in an increase to the obligation of $2 million, which was primarily related to the permanent closure of our Chasm, B.C. lumber mill (2018—increase of $4 million).

Defined Benefit Pension Plan (“D.B. Plan”) Assumptions

We maintain several D.B. Plans for many of our employees. The annual funding requirements and pension expenses are based on (i) various assumptions that we determine in consultation with our actuaries, (ii) actual investment returns on the pension fund assets, and (iii) changes to the employee groups in the pension plans. Note 13 to the Financial Statements provides the sensitivity of a change in key assumptions to our post-retirement obligations.

Accounting Standards Issued but Not Yet Applied

The International Accounting Standards Board periodically issues new standards and amendments or interpretations to existing standards. There are no pronouncements that would cause a significant change to our Financial Statements.

New Accounting Pronouncements Adopted

IFRS 16—Leases

On January 1, 2019, we adopted IFRS 16 – Leases as a replacement of the old International Accounting Standard (“IAS”) 17—Leases and the related interpretations. The new standard requires, among other things, lessees to recognize leases traditionally recorded as operating leases in the same manner as financing leases. On January 1, 2019, we have recorded a $14 million right-of-use asset and a $14 million lease obligation on our balance sheet. Please see Note 3 of our Financial Statements for additional information.

Risks and Uncertainties

Our business is subject to a number of risks and uncertainties that can significantly affect our operations, financial condition and future performance. We have a comprehensive process to identify, manage, and mitigate risk, wherever possible. The risks and uncertainties described below are not necessarily the only risks we face. Additional risks and uncertainties that are presently unknown to us or deemed immaterial by us may adversely affect our business.

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Product Demand and Price Fluctuations

Our revenues and financial results are primarily dependent on the demand for, and selling prices of, our products, which are subject to significant fluctuations. The demand and prices for lumber, panels, pulp, newsprint, wood chips and other wood products are highly volatile and are affected by factors such as: (1) global economic conditions including the strength of the U.S., Canadian, Chinese, Japanese and other international economies, particularly U.S. and Canadian housing markets and their mix of single and multifamily construction, repair, renovation and remodeling spending; (2) alternative products to lumber; (3) construction and home building disruptor technologies that may reduce the use of lumber; (4) changes in industry production capacity; (5) changes in world inventory levels; (6) increased competition from other consumers of logs and producers of lumber; and (7) other factors beyond our control. In addition, unemployment levels, interest rates, the availability of mortgage credit and the rate of mortgage foreclosures have a significant effect on residential construction and renovation activity, which in turn influences the demand for, and price of, building materials such as lumber and panel products. Declines in demand, and corresponding reductions in prices, for our products may adversely affect our financial condition and results of operations.

We cannot predict with any reasonable accuracy future market conditions, demand or pricing for any of our products due to factors outside our control. Prolonged or severe weakness in the market for any of our principal products would adversely affect our financial condition.

Availability of Fibre and Changes in Stumpage Fees in Canada

Substantially all of our Canadian log requirements are harvested from lands owned by a provincial government (the “Crown”). Provincial governments control the volumes that can be harvested under provincially-granted tenures and otherwise regulate the availability of Crown timber for harvest. Provincial governments also control the renewal or replacement of provincially-granted tenures, the issuance of operating permits to harvest timber under such tenures and the ability to transfer or acquire such tenures. Determinations by provincial governments to reduce the volume of timber, to issue or not issue operating permits to harvest timber, the areas that may be harvested under timber tenures, to restrict the transfer or acquisition of timber tenures or to regulate the processing of timber or use of harvesting contractors, including to protect the environment or endangered species, species at risk and critical habitat or as a result of forest fires or in response to jurisprudence or government policies respecting aboriginal rights and title or reconciliation efforts or to restrict log processing to local or appurtenant saw mills or to mandate amounts of work to be provided or rates to be paid to harvesting contractors, may reduce our ability to secure log or residual fibre supply and may increase our log purchase and residual fibre costs and may impact our lumber, plywood, LVL, pulp and MDF operations.

In addition, provincial governments prescribe the methodologies that determine the amounts of stumpage fees that are charged in respect of harvesting on Crown lands. Determinations by provincial governments to change stumpage fee methodologies or rates could increase our log costs.

We rely on third party independent contractors to harvest timber in areas over which we hold timber tenures. Increases in rates charged by these independent contractors or the limited availability of these independent contractors or new regulations on the work to be provided and rates to be paid to these contractors may increase our timber harvesting costs.

We also rely on the purchase of logs and increased competition for logs, or shortages of logs may result in increases in our log purchase costs.

Availability of Fibre and Fibre Costs in the United States

We rely on log supply agreements in the U.S. which are subject to log availability and based on market prices. Approximately 18% of the aggregate log requirements for our U.S. sawmills may be supplied under long-term agreements with the balance purchased on the open market. Open market purchases come from timber real

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estate investment trusts, timberland investment management organizations and private land owners. Changes in the log markets in which we operate may reduce the supply of logs available to us and may increase the costs of log purchases, each of which could adversely affect our results. In addition, changes in the market for residuals may reduce the demand and selling price for the residuals produced by our operations and increase the disposal costs, which could adversely affect our results.

Trade Restrictions

A substantial portion of our products that are manufactured in Canada are exported for sale. Our financial results are dependent on continued access to the export markets and tariffs, quotas and other trade barriers that restrict or prevent access represent a continuing risk to us. Canadian softwood lumber exports to the U.S. have been the subject of trade disputes and managed trade arrangements for the last several decades. During the period from October 2006 through October 2015 these exports were subject to a trade agreement between the U.S. and Canada and on the expiry of that agreement, a one-year moratorium on trade sanctions by the U.S. came into place. That moratorium has expired and in November 2016 a group of U.S. lumber producers petitioned the USDOC and the USITC to impose trade sanctions against Canadian softwood lumber exports to the U.S. In 2017 duties were imposed on Canadian softwood lumber exports to the U.S. The current duties are likely to remain in place until and unless some form of trade agreement can be reached between the U.S. and Canada (which trade agreement could include other tariffs or duties or quotas that restrict lumber exports) or a final, binding determination is made as a result of litigation. Unless the additional costs imposed by duties can be passed along to lumber consumers, the duties will increase costs for Canadian producers and, in certain cases, could result in some Canadian production becoming unprofitable. Whether and to what extent duties can be passed along to consumers will largely depend on the strength of demand for softwood lumber, which is significantly influenced by the levels of new residential construction in the U.S. which has been gradually improving over the past several years. If duties can be passed through to consumers in whole or in part the price of Canadian softwood lumber will increase (although the increase will not necessarily be for the benefit of Canadian producers) which in turn could cause the price of SYP lumber, which would not be subject to the duty, to increase as well.

The application of U.S. trade laws could, in certain circumstances, create significant burdens on us. We are a mandatory respondent in current investigations being conducted by the USDOC into alleged subsidies and dumping of Canadian softwood lumber. In addition, the current trade dispute between the U.S. and China could negatively impact either or both the U.S. and Chinese economies which could have an adverse effect on the demand for our products and could adversely affect our financial results. Further the current diplomatic and trade issues between Canada and China could result in tariffs and other trade barriers that restrict access to the market in China for our products.

Natural and Man-Made Disasters and Climate Change

Our operations are subject to adverse natural or man-made events such as forest fires, flooding, hurricanes and other severe weather conditions, climate change, timber diseases and insect infestations including those that may be associated with warmer climate conditions, and earthquake activity. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural events such as severe weather, hurricanes, flooding, hailstorms, wildfires, snow, ice storms, and the spread of disease and insect infestations. These events could damage or destroy or adversely affect the operations at our physical facilities or our timber supply or our access to or availability of timber, and similar events could also affect the facilities of our suppliers or customers. Any such damage or destruction could adversely affect our financial results as a result of the reduced availability of timber, decreased production output, increased operating costs or the reduced availability of transportation. Although we believe we have reasonable insurance arrangements in place to cover certain of such incidents related to damage or destruction, there can be no assurance that these arrangements will be sufficient to fully protect us against such losses. As is common in the industry, we do not insure loss of standing timber for any cause.

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In addition, government action to address climate change, carbon emissions, water and land use and the protection of threatened or endangered species and critical habitat may result in the enactment of additional or more stringent laws and regulations that may require us to incur significant capital expenditures, pay higher taxes or fees, including carbon related taxes, or otherwise could adversely affect our operations or financial conditions. Further, the rising prominence of environmental, social and governance concerns among investors and institutional investor advisory groups may impact the investment making decisions of investors in companies requiring access to natural resources or the land base.

Mountain Pine Beetle and B.C. Wildfires

The long-term effect of the mountain pine beetle infestation and the 2017 and 2018 wildfire outbreaks in B.C. on our Canadian operations is uncertain. The potential effects include a reduction of future Annual Allowable Cut (“AAC”) levels to below current and pre-infestation AAC levels. Many of our B.C. operations are experiencing a diminished grade and volume of lumber recovered from beetle-killed and fire damaged logs as well as increased production costs. These effects are also present in some of our Alberta operations where the mountain pine beetle infestation has expanded. The timing and extent of the future effect on our timber supply, lumber grade and recovery, and production costs will depend on a variety of factors and at this time cannot be reasonably determined. The effects of the deterioration of beetle-killed and fire damaged logs could include increased costs, reduced operating rates due to shortages of commercially merchantable timber and mill closures.

Wood Dust

Our operations generate wood dust which has been recognized for many years as a potential health and safety hazard and operational issue. The potential risks associated with wood dust have been increased in those of our B.C. and Alberta facilities that have been processing mountain pine beetle-killed logs and fire damaged logs as the wood dust generated from these logs tends to be drier, lighter and finer than wood dust typically generated. We have adopted a variety of measures to reduce or eliminate the risks and operational challenges posed by the presence of wood dust in our facilities and we continue to work with industry and regulators to develop and adopt best mitigation practices. Any explosion or similar event at any of our facilities or any third-party facility could result in significant loss, increases in expenses and disruption of operations, each of which would have a material adverse effect on our business.

Financial

Capital Plans

Our capital plans will include, from time to time, expansion, productivity improvement, technology upgrades, operating efficiency optimization and maintenance, repair or replacement of our existing facilities and equipment. In addition, we may undertake the acquisition of facilities or the rebuilding or modernization of existing facilities. If the capital expenditures associated with these capital projects are greater than we have projected or if construction timelines are longer than anticipated, or if we fail to achieve the intended efficiencies, our financial condition, results of operations and cash flows may be adversely affected. In addition, our ability to expand production and improve operational efficiencies will be contingent on our ability to execute on our capital plans. Our capital plans and our ability to execute on such plans may be adversely affected by availability of, and competition for, qualified workers and contractors, machinery and equipment lead times, changes in government regulations, unexpected delays and increases in costs of completing capital projects including due to increased materials, machinery and equipment costs resulting from trade disputes and increased tariffs and duties.

Capital Resources

We believe our capital resources will be adequate to meet our current projected operating needs, capital expenditures and other cash requirements. Factors that could adversely affect our capital resources include prolonged and sustained declines in the demand and prices for our products, unanticipated significant increases in

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our operating expenses and unanticipated capital expenditures. If for any reason we are unable to provide for our operating needs, capital expenditures and other cash requirements on commercially reasonable terms, we could experience a material adverse effect to our business, financial condition, results of operations and cash flows.

Availability of Credit

We rely on long-term borrowings and access to revolving credit in order to finance our ongoing operations. Any change in availability of credit in the market, as could happen during an economic downturn, could affect our ability to access credit markets on commercially reasonable terms. In the future we may need to access public or private debt markets to issue new debt. Deteriorations or volatility in the credit markets could also adversely affect:

• our ability to secure financing to proceed with capital expenditures for the repair, replacement or expansion of our existing facilities and equipment;

• our ability to comply with covenants under our existing credit or debt agreements;

• the ability of our customers to purchase our products; and

• our ability to take advantage of growth, expansion or acquisition opportunities.

In addition, deteriorations or volatility in the credit market could result in increases in the interest rates that we pay on our outstanding non-fixed rate debt, which would increase our costs of borrowing and adversely affect our results.

Credit Ratings

Credit rating agencies rate our debt securities based on factors that include our operating results, actions that we take, their view of the general outlook for our industry and their view of the general outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading or downgrading the current rating or placing us on a watch list for possible future downgrading. Downgrading the credit rating of our debt securities or placing us on a watch list for possible future downgrading could limit our access to the credit markets, increase our cost of financing and have an adverse effect on our financial condition.

Costs of Materials and Energy

We rely heavily on certain raw materials, including logs, wood chips and chemicals, and energy sources, including natural gas and electricity, in our manufacturing processes. Competition from our industry and other industries may result in increased demand and costs for these raw materials and energy sources. Increases in the costs of these raw materials and energy sources will increase our operating costs and will reduce our operating margins. There is no assurance that we will be able to fully offset the effects of higher raw material or energy costs through hedging arrangements, price increases, productivity improvements or cost-reduction programs.

Operational Curtailments

From time to time, we suspend or curtail operations at one or more of our facilities in response to market conditions, environmental risks, or other operational issues, including, but not limited to scheduled and unscheduled maintenance, temporary periods of high electricity prices, power failures, equipment breakdowns, adverse weather conditions, labour disruptions, fire hazards, and the availability or cost of raw materials including logs and wood chips.

In addition, our ability to operate at full capacity may be affected by ongoing capital projects. As a result, our facilities may from time to time operate at less than full capacity. These operational suspensions could have a material adverse effect on our financial condition as a result of decreased revenues and lower operating margins.

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In Canada, a substantial portion of the wood chip requirements of our Canadian pulp and paper operations are provided by our Canadian sawmills and plywood and LVL plants. If wood chip production is reduced because of production curtailments, improved manufacturing efficiencies or any other reason, our pulp and paper operations may incur additional costs to acquire or produce additional wood chips or be forced to reduce production. Conversely, pulp and paper mill production curtailments may require our sawmills and panel mills to find other ways to dispose of residual wood fibre and may result in curtailment or suspension of lumber, plywood or LVL production and increased costs.

Transportation Requirements

Our business depends on our ability to transport a high volume of products and raw materials to and from our production facilities and on to both domestic and international markets. We rely primarily on third-party transportation providers for both the delivery of raw materials to our production facilities and the transportation of our products to market. These third-party transportation providers include truckers, bulk and container shippers and railways. Our ability to obtain transportation services from these transportation service providers is subject to risks which include, without limitation, availability of equipment and operators, disruptions due to weather, natural disasters and labour disputes. Transportation services may also be impacted by seasonal factors, which could impact the timely delivery of raw materials and distribution of products to customers. As a result of rail capacity constraints, access to adequate transportation capacity has at times been strained and could affect our ability to transport our products to markets and could result in increased product inventories. Transportation costs are also subject to risks that include, without limitation, increased rates due to competition and increased fuel costs. Increases in transportation costs will increase our operating costs. If we are unable to obtain transportation services or if our transportation costs increase, our revenues may decrease due to our inability to deliver products to market and our operating expenses may increase, each of which would adversely affect our results of operations.

Labour and Services

Our operations rely on experienced local and regional management and both skilled and unskilled workers as well as third party services such as logging and transportation and services for our capital projects. Because our operations are generally located away from major urban centres, we often face strong competition from our industry and others such as oil and gas production, mining and manufacturing for labour and services, particularly skilled trades. Shortages of key services or shortages of management leaders or skilled or unskilled workers, including those caused by a failure to attract and retain a sufficient number of qualified employees and other personnel or high employee turnover could impair our operations by reducing production or increasing costs or the ability to execute on our capital projects including timing and costs.

We employ a unionized workforce in a number of our operations. Walkouts or strikes by employees could result in lost production and sales, higher costs and supply constraints that could have a material adverse effect on our business. Also, we depend on a variety of third parties that employ unionized workers to provide critical services to us. Labour disputes experienced by these third parties could lead to disruptions at our facilities.

Environment

We are subject to regulation by federal, provincial, state, municipal and local environmental authorities, including, among other matters, environmental regulations relating to air emissions and pollutants, wastewater (effluent) discharges, solid and hazardous waste, landfill operations, forestry practices, permitting obligations, site remediation and the protection of threatened or endangered species and critical habitat. Concerns over climate change, carbon emissions, water and land-use practices and the protection of threatened or endangered species and critical habitat could also lead governments to enact additional or more stringent environmental laws and regulations that may require us to incur significant capital expenditures, pay higher taxes or fees, including carbon related taxes or otherwise could adversely affect our operations or financial conditions.

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We have incurred, and will continue to incur, capital expenditures and operating costs to comply with environmental laws and regulations, including the U.S. Environmental Protection Agency’s Boiler MACT (maximum achievable control technology) regulations. In addition, changes in the regulatory environment respecting climate change have and may lead governments and regulatory bodies to enact additional or more stringent laws and regulations and impose operational restrictions or incremental levies and taxes applicable to our Company.

No assurance can be given that changes in these laws and regulations or their application will not have a material adverse effect on our business, operations, financial condition and operational results. Similarly, no assurance can be given that capital expenditures necessary for future compliance with existing and new environmental laws and regulations could be financed from our available cash flow.

We may discover currently unknown environmental problems, contamination, or conditions relating to our past or present operations. This or any failure to comply with environmental laws and regulations may require site or other remediation costs or result in governmental or private claims for damage to person, property, natural resources or the environment or governmental sanctions, including fines or the curtailment or suspension of our operations, which could have a material adverse effect on our business, financial condition and operational results.

We are currently involved in investigation and remediation activities and maintain accruals for certain environmental matters or obligations, as set out in the notes to our Financial Statements for the year ended December 31, 2019. There can be no assurance that any costs associated with such obligations or other environmental matters will not exceed our accruals.

Our Canadian woodland operations, and the harvesting operations of our many key U.S. log suppliers, in addition to being subject to various environmental protection laws, are subject to third-party certification as to compliance with internationally recognized, sustainable forest management standards. Demand for our products may be reduced if we are unable to achieve compliance or are perceived by the public as failing to comply, with these applicable environmental protection laws and sustainable forest management standards, or if our customers require compliance with alternate forest management standards for which our operations are not certified. In addition, changes in sustainable forest management standards or our determination to seek certification for compliance with alternate sustainable forest management standards may increase our costs of operations.

Aboriginal Groups

Issues relating to Aboriginal groups, including First Nations, Metis and others, have the potential for a significant adverse effect on resource companies operating in Canada including West Fraser. Risks include potential delays or effects of governmental decisions relating to Canadian Crown timber harvesting rights (including their grant, renewal or transfer or authorization to harvest) in light of the government’s duty to consult and accommodate aboriginal groups in respect of aboriginal rights or treaty rights, agreements governments may choose to enter into with Aboriginal groups even if not required by law, related terms and conditions of authorizations and potential findings of aboriginal title over land.

We participate, as requested by government, in the consultation process in support of the government fulfilling its duty to consult. We also seek to develop and maintain good relationships with aboriginal groups that may be affected by our business activities. However, as the jurisprudence and government policies respecting aboriginal rights and title and the consultation process continue to evolve, and as treaty and non-treaty negotiations continue, we cannot assure that aboriginal claims will not in the future have a material adverse effect on our timber harvesting rights or our ability to exercise or renew them or secure other timber harvesting rights.

In addition, the Canadian federal government and the provincial governments in Alberta and B.C. have made commitments to renew their relationships with aboriginal groups and in some cases have expressed their support for the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”) and their intent to adopt and implement UNDRIP. At this time, it is unclear whether or how UNDRIP will be adopted into Canadian law and its impact on the Crown’s duty to consult with and accommodate aboriginal groups. At this time, we are unable to

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assess the effect, if any, that the adoption and implementation of UNDRIP by federal and provincial governments may have on land claims or consultation requirements or on our business, but the impact may be material.

On June 26, 2014 the Supreme Court of Canada (the “SCC”) released its reasons for judgment in Tsilhqot’in Nation v. British Columbia. The SCC declared that the Tsilhqot’in Nation had established aboriginal title over an area of B.C. comprising approximately 1,750 square kilometres. The SCC also held that the provisions of the Forest Act (British Columbia) dealing with the disposition or harvest of Crown timber, as presently drafted, no longer applied to timber located on those lands, by virtue of the definition of “Crown Timber” in the Forest Act. But the SCC also confirmed that provincial laws can apply on aboriginal title lands but only if the legislature so intends, and if the government can justify infringements of aboriginal title in certain cases (according to tests set out in the case law). It also confirmed that the existing Forest Act continues to apply to lands unless and until title is established.

We do not have any cutting permits in the area that was the subject of the Tsilhqot’in case. However, claims of aboriginal title have been asserted by many aboriginal groups throughout B.C. (including lands in which we have interests or rights) and there is a risk that other aboriginal groups may pursue further rights or title claims through litigation, or treaty negotiations with governments. It is difficult to predict how quickly other claims will be litigated or negotiated and in what manner our Crown timber harvesting rights and log supply arrangements will be affected.

Regulatory

Our operations are subject to extensive general and industry-specific federal, provincial, state, municipal and other local laws and regulations and other requirements, including those governing forestry, exports, taxes (including, but not limited to, income, sales and carbon taxes), employees, labour standards, occupational health and safety, waste disposal, environmental protection and remediation, protection of endangered and protected species and land use and expropriation. We are required to obtain approvals, permits and licences for our operations, which may require advance consultation with potentially affected stakeholders including aboriginal groups and impose conditions that must be complied with. If we are unable to obtain, maintain, extend or renew, or are delayed in extending or renewing, a material approval, permit or licence, our operations or financial condition could be adversely affected. There is no assurance that these laws, regulations or government requirements, or the administrative interpretation or enforcement of existing laws and regulations, will not change in the future in a manner that may require us to incur significant capital expenditures, pay higher taxes or otherwise could adversely affect our operations or financial condition. Failure to comply with applicable laws or regulations, including approvals, permits and licences, could result in fines, penalties or enforcement actions, including orders suspending or curtailing our operations or requiring corrective measures or remedial actions.

Foreign Currency Exchange Rates

Our Canadian operations sell the majority of its products at prices denominated in U.S. dollars or based on prevailing U.S. dollar prices. A significant portion of its operational costs and expenses are incurred in Canadian dollars. Therefore, an increase in the value of the Canadian dollar relative to the U.S. dollar reduces the revenue in Canadian dollar terms realized by our Canadian operations from sales made in U.S. dollars, which reduces operating margin and the cash flow available to fund operations. Canadian operations are also exposed to the risk of exchange rate fluctuations in the period between sale and payment. To mitigate the exposure of Canadian operations to currency fluctuations, we have long-term debt repayable in U.S. dollars which is valued in Canadian dollars at the end of each reporting period by applying the prevailing exchange rate. The translation gains or losses for our Canadian operations are reported in earnings in the Financial Statements.

Our U.S. operations transact and report in U.S. dollars, but their results are translated into Canadian dollars for Financial Statement purposes with the resulting translation gains or losses being reported in other comprehensive earnings.

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Exchange rate fluctuations result in exchange gains or losses and changes in other comprehensive earnings. This results in significant earnings sensitivity to changes in the Canadian/U.S. dollar exchange rate. The Canadian/U.S. dollar exchange rate is affected by a broad range of factors which makes future rates difficult to accurately predict.

Competition

We compete with global producers, some of which may have greater financial resources and lower production costs than we do. Currency devaluations can have the effect of reducing our competitors’ costs and making our products less competitive in certain markets. In addition, European lumber producers and South American panel producers may enter the North American market during periods of peak prices. Markets for our products are highly competitive. Our ability to maintain or improve the cost of producing and delivering products to those markets is crucial. Factors such as cost and availability of raw materials, energy and labour, the ability to maintain high operating rates and low per-unit manufacturing costs, and the quality of our final products and our customer service all affect our earnings. Some of our products are also particularly sensitive to other factors including innovation, quality and service, with varying emphasis on these factors depending on the product. To the extent that one or more of our competitors become more successful with respect to any key competitive factor, our ability to attract and retain customers could be materially adversely affected. If we are unable to compete effectively, such failure could have a material adverse effect on our business, financial condition and results of operations.

Our products may compete with non-fibre based alternatives or with alternative products in certain market segments. For example, steel, engineered wood products, plastic, wood/plastic or composite materials may be used by builders as alternatives to the products produced by our wood products businesses such as lumber, plywood and MDF products. Changes in prices for oil, chemicals and wood-based fibre can change the competitive position of our products relative to available alternatives and could increase substitution of those products for our products. As the use of these alternatives grows, demand for our products may further decline.

Because commodity products have few distinguishing properties from producer to producer, competition for these products is based primarily on price, which is determined by supply relative to demand and competition from substitute products. Prices for our products are affected by many factors outside of our control, and we have no influence over the timing and extent of price changes, which often are volatile. Accordingly, our revenues may be negatively affected by pricing decisions made by our competitors and by decisions of our customers to purchase products from our competitors.

Pension Plan Funding

We are the sponsor of several defined benefit pension plans which exposes us to market risks related to plan assets. Funding requirements for these plans are based on actuarial assumptions concerning expected return on plan assets, future salary increases, life expectancy and interest rates. If any of these assumptions differs from actual outcomes such that a funding deficiency occurs or increases, we would be required to increase cash funding contributions which would in turn reduce the availability of capital for other purposes. We are also subject to regulatory changes regarding these plans which may increase the funding requirements which would in turn reduce the availability of capital for other purposes.

Information Technology and Cyber Security

We are reliant on our information and operations technology systems to operate our manufacturing facilities, access fibre, communicate internally and with suppliers and customers, to sell our products and to process payments and payroll as well as for other corporate purposes and financial reporting. An interruption or failure or unsuccessful implementation and integration of our information and operations technology systems could result in a material adverse effect on our operations, business, financial condition and results of operations.

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In the ordinary course of our business, we collect and store sensitive data, including intellectual property, proprietary business and confidential financial information and identifiable personal information of our employees. We rely on industry accepted security measures and technology to protect our information systems and confidential and proprietary information.

However, our information and operations technology systems, including process control systems, are still subject to cyber security risks and are vulnerable to natural disasters, fires, power outages, vandalism, attacks by hackers or others or breaches due to employee error or other disruptions. Any such attack on or breach of our systems including through exposure to potential computer viruses or malware could compromise our systems and stored information may be accessed, publicly disclosed, lost or compromised, which could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruptions to our operations, decreased performance and production, increased costs, and damage to our reputation, which could have a material adverse effect on our business, financial condition and results of operations. As cyber security threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. However, our exposure to these risks cannot be fully mitigated due to the nature of these threats.

Controls and Procedures

Disclosure Controls and Procedures

West Fraser’s management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to West Fraser is gathered and reported to senior management, including the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure.

Internal Control over Financial Reporting

West Fraser’s management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with IFRS.

There has been no change in the design of West Fraser’s internal control over financial reporting during the year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Effectiveness of Internal Controls

As required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), West Fraser’s management, under the supervision of the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer, has caused the effectiveness of the disclosure controls and procedures and internal control over financial reporting to be evaluated as of December 31, 2019. Based on that evaluation, the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer have concluded that West Fraser’s disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2019.

Additional Information

Additional information relating to West Fraser, including our Annual Information Form, can be found on our website at www.westfraser.com or on SEDAR at www.sedar.com.

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EX-99.4

Exhibit 99.4

WEST FRASER TIMBER CO. LTD.

ANNUAL INFORMATION FORM

DATED FEBRUARY 11, 2020

TABLE OF CONTENTS

ANNUAL INFORMATION FORM	1
BUSINESS OVERVIEW	1
CORPORATE STRATEGY	2
CORPORATE STRUCTURE	2
HISTORY AND DEVELOPMENT OF BUSINESS	4
SALES REVENUE	4
MARKETS	4
FIBRE SUPPLY	5
HUMAN RESOURCES	9
CAPITAL EXPENDITURES AND ACQUISITIONS	9
ENERGY	10
ENVIRONMENT AND SOCIAL	10
RESEARCH AND DEVELOPMENT	13
LUMBER	13
PANELS	15
PULP	15
NEWSPRINT	16
RISK FACTORS	16
CAPITAL STRUCTURE	16
TRANSFER AGENT	18
EXPERTS	18
DIRECTORS AND OFFICERS	18
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	20
GOVERNANCE	21
AUDIT COMMITTEE	21
MATERIAL CONTRACTS	22
SCHEDULE 1 – AUDIT COMMITTEE CHARTER	24

ANNUAL INFORMATION FORM

Date

This Annual Information Form (“AIF”) of West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us”, “our” or the “Company”) is dated as of February 11, 2020. Except as otherwise indicated, the information contained in it is as of December 31, 2019.

For definitions of various abbreviations and technical terms used in this AIF, please see the Glossary of Industry Terms found in our most recent Annual Report.

Where this AIF includes information from third parties we believe that such information (including industry and general publications and surveys) is generally reliable. However, we have not independently verified any such third-party information and cannot assure you of its accuracy or completeness.

All financial information in this AIF is presented in Canadian dollars, unless otherwise indicated.

Forward-looking Statements

This AIF, and the Annual Report of which it forms a part, contain historical information, descriptions of current circumstances and statements about potential future developments. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and are subject to various risks and uncertainties. Forward-looking statements are included herein under the headings “Fibre Supply” (replantation expectations), “Fibre Supply – Fibre Consumption” (log consumption), “Fibre Supply – Mountain Pine Beetle and B.C. Wildfires” (the timing of AAC reductions and the effect on our AACs), “Fibre Supply – Caribou Recovery Planning” (impact on our access to timber supply), “Fibre Supply - Aboriginal Matters” (the potential effect of aboriginal title or rights), “Human Resources” (status of collective agreement negotiations) and “Capital Structure – Cash dividends”, and are included in our 2019 Management’s Discussion & Analysis incorporated herein under the heading “Risks and Uncertainties”. Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including the matters described in these sections and under “Risk Factors”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements which reflect management’s estimates, projections and views only as of the date hereof. The Company undertakes no obligation to publicly revise these statements to reflect subsequent events or changes in circumstances except as required by applicable securities laws.

Business Overview

We are a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States. We hold rights to timber resources that are sufficient to supply a significant amount of the fibre required by our Canadian operations and have long-term agreements for the supply of a portion of the fibre required by our United States operations. We carry on our operations through subsidiaries and joint operations in British Columbia (“B.C.”), Alberta and the southern United States (“U.S.”). Our operations located in western Canada manufacture all of the products described above except SYP lumber. Our sawmills located in the southern U.S. produce SYP lumber, wood chips and other residuals.

Corporate Strategy

We are a diversified producer of wood products with access to extensive timber resources. Our Canadian lumber, plywood, LVL and veneer operations are directly or indirectly the primary source of raw material for our pulp & paper, MDF and energy operations.

Our goal at West Fraser is to generate strong financial results through the business cycle, relying on our committed work force, the quality of our assets and our well established people and operating culture. This culture emphasizes cost control in all aspects of the business and internal and external competitiveness. In our approach to employee relations, we emphasize employee involvement and favour internal promotions whenever possible.

We are committed to operating in a financially conservative and prudent manner. The North American wood products industry is cyclical and periodically faces difficult market conditions and serious challenges. Our earnings are sensitive to changes in world economic conditions, primarily those in North America, Asia and Europe and particularly to the U.S. housing market for both new construction and repair and renovation spending. Most of our revenues are from sales of commodities for which prices are sensitive to variations in supply and demand. Since most of these sales are in U.S. dollars, exchange rate fluctuations of the U.S. dollar against the Canadian dollar is a major source of earnings volatility for us.

Maintaining a strong balance sheet and liquidity profile, along with our investment grade debt rating enables us to execute a balanced capital allocation strategy. Our goal is to continually reinvest in our operations, across all market cycles, to maintain a leading cost position and prudently return capital to shareholders. We believe that maintaining a strong balance sheet also provides the financial flexibility to capitalize on growth opportunities and is a key tool in managing our business over the long term.

Acquisitions and expansions are considered with a view to extending our existing business lines, particularly in lumber operations, and to product and geographic diversification. Our earnings over the business cycle have enabled us to make significant and ongoing capital investments in our facilities with the goal of achieving, maintaining or improving an overall low-cost position.

Corporate Structure

The following chart shows the relationship of West Fraser to the principal direct and indirect subsidiaries and the joint operations in which we participate and, where less than 100%, the percentage of our direct or indirect ownership.

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West Fraser Timber Co. Ltd.

West Fraser Mills Ltd.

LUMBER			PANELS	PULP & PAPER
Canada	U.S.		Plywood	Pulp
Quesnel	Joyce4	Lake Butler6	Edmonton	Hinton
Williams Lake	Huttig4	Whitehouse4	Quesnel	Quesnel
Smithers	Henderson5	Maxville6	Williams Lake	Quesnel (50%)7
Chetwynd	New Boston5	Blackshear6		Slave Lake
Fraser Lake	Leola4	Fitzgerald6	MDF
100 Mile House	Mansfield4	Dudley6	Blue Ridge	Newsprint
Blue Ridge1	Russellville4	Augusta4	Quesnel	Whitecourt (50%)8
Hinton	Maplesville4	Newberry4
Edson	Opelika4	Armour4	Veneer & LVL
Sundre2	McDavid4	Seaboard4	Rocky Mountain
High Prairie	Perry6		House2
Manning3			Slave Lake
	SPECIALTY LUMBER PRODUCTS
	Sundre2

1. Owned through Blue Ridge Lumber Inc., a wholly-owned subsidiary.

2. Owned through Sundre Forest Products Inc., a wholly-owned subsidiary.

3. Owned through Manning Forest Products Ltd., a wholly-owned subsidiary

4. Owned through West Fraser, Inc., a wholly-owned subsidiary.

5. Owned through West Fraser Wood Products Inc., a wholly-owned subsidiary.

6. Owned through West Fraser Southeast, Inc., a wholly-owned subsidiary.

7. 50% interest in Cariboo Pulp & Paper Company.

8. 50% interest in Alberta Newsprint Company owned through West Fraser Newsprint Ltd., a wholly-owned subsidiary.

West Fraser is organized under the Business Corporations Act (British Columbia) and assumed its present form in 1966 by the amalgamation of a group of companies under the laws of B.C. The principal operating subsidiary, West Fraser Mills Ltd., assumed its present form on January 1, 2005 by amalgamation under those laws. West Fraser, Inc., West Fraser Wood Products Inc. and West Fraser Southeast, Inc. are Delaware corporations, while Blue Ridge Lumber Inc., Manning Forest Products Ltd. and Sundre Forest Products Inc. are Alberta corporations. West Fraser Newsprint Ltd. subsists under the laws of Canada. Alberta Newsprint Company (“ANC”) and Cariboo Pulp & Paper Company are unincorporated 50%-owned operations governed, respectively, by the laws of Alberta and B.C.

Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, B.C., Canada, V6B 1C1 and our registered office is located at 1500 – 1055 West Georgia Street, Vancouver, B.C., Canada, V6E 4N7.

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History and Development of Business

West Fraser originated in 1955 when three brothers, Pete, Bill and Sam Ketcham, acquired a lumber planing mill located in Quesnel, B.C. (“Quesnel”). From 1955 through 2019 the business expanded through the acquisition of a number of sawmills and related timber harvesting rights and the acquisition or development of lumber, panel and pulp & paper businesses.

Major developments for West Fraser during the last three years include the following:

2017	•  MDF facility in Quesnel damaged by fire in 2016 was repaired and began producing board on April 29. •  Acquired six sawmills in Florida and Georgia as well as an administrative office in St. Marys, Georgia. •  Softwood lumber duties were imposed by the U.S. Department of Commerce (“USDOC”). •  Completed four continuous kilns and two major sawmill upgrades.
2018	•  Rebuild of sawmill in High Prairie, Alberta. •  Commissioned an entirely new sawmill in Opelika, Alabama on the site of the existing sawmill. •  Completed five continuous dry kilns across Western Canada. •  Completed planer mill upgrades at facilities in Fraser Lake, B.C., Smithers, B.C. and Sundre, Alberta. •  Implemented upgraded refining technology at our Quesnel River Pulp mill and an additional concentrator at our Cariboo Pulp mill.
2019	•  Permanently reduced lumber production capacity due to fibre shortages in B.C. by roughly 600 mmfbm through the closure of the Chasm mill and the elimination of the third shift at the Quesnel, Fraser Lake and 100 Mile House mills. •  Completed primary breakdown upgrade at McDavid, Florida. •  Completed log merchandizer at Joyce, Louisiana. •  Completed new planer in Augusta, Georgia.

Sales Revenue ($ millions)
Year ended December 31	2019			2018			2017			2016			2015
Lumber		3,442			4,456			3,671			3,145			2,764
Panels		605			676			600			529			554
Pulp & Paper		966			1,163			988			887			900
Intracompany fibre sales		(136	)		(177	)		(125	)		(111	)		(118	)
		4,877			6,118			5,314			4,450			4,100

Markets

The markets for our products are highly competitive and product pricing can be volatile. Our products are sold in markets open to a number of companies with similar products and we compete with global producers. Our competitive position is affected by factors such as cost and availability of raw materials, energy and labour, the ability to maintain high operating rates and low per unit manufacturing costs, and the quality of our final products. Some of our products may also compete with non wood fibre based alternatives or with alternative products in certain market segments. Purchasing decisions by customers are generally based on price, quality, service and availability of supply. However, because commodity products such as ours have few distinguishing properties from producer to producer, competition for these products is based primarily on price. Prices and sales volumes are

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influenced by general economic conditions and the balance of supply and demand for the product. The following table shows selected average benchmark prices for the past five years for the primary products of the type we produced, although these prices do not necessarily reflect the prices we obtained.

Average Benchmark Prices

(In US$ except plywood)

	2019		2018		2017		2016		2015
SPF #2 & Better 2x4 (per Mfbm)1		360		480		401		305		278
SPF #3 Utility 2x4 (per Mfbm)1		285		372		323		240		209
SYP #2 West 2x4 (per Mfbm)2		384		501		433		409		376
Plywood (per Msf 3/8” basis)3 Cdn$		459		548		509		432		430
NBSK – U.S. (per tonne)4		1,239		1,337		1,105		978		972
NBSK – China (per tonne)5		634		878		712		599		644
Newsprint (per tonne)6		732		740		584		560		538
US$/CAD$7		0.754		0.772		0.771		0.755		0.782

Sources: (refer to our 2019 Management’s Discussion & Analysis for Canadian dollar equivalent prices of the products described herein)

1. Random Lengths – Net FOB mill.

2. Random Lengths – Net FOB mill Westside.

3. Crow’s Market Report – Delivered Toronto.

4. Resource Information Systems, Inc. – U.S. list price, delivered U.S.

5. Resource Information Systems, Inc. – China list price, delivered China.

6. Resource Information Systems, Inc. – Newsprint 27.7lb East, delivered (2015-2017 - U.S. Newsprint 48.8 gram, delivered).

7. Bank of Canada annual average exchange rate.

Fibre Supply

Our operations are dependent on the consistent supply of substantial quantities of wood fibre in various forms. The primary manufacturing facilities, which produce lumber, plywood and LVL, consume whole logs while the pulp & paper and MDF facilities mostly consume wood by-products in the form of wood chips (including from whole-log chipping operations), shavings and sawdust resulting from the production of lumber, plywood or LVL. Many facilities also consume hog fuel and wood waste in energy systems.

In B.C. and Alberta substantially, all timberlands are publicly owned and the right to harvest timber is acquired through provincially granted licences. Licences grant the holder the right to harvest up to a specified quantity of timber annually and either have a term of 15 to 25 years and are replaceable or have a shorter term but are not replaceable. Government objectives in granting licences include responsible management of timber, soils, wildlife, water and fish resources and the preservation of biodiversity and the protection of cultural values. The objectives also include achieving the fullest possible economic utilization of the forest resources and employment in local communities.

Timber tenures in B.C. and Alberta require the payment of a fee, commonly known as stumpage, for timber harvested pursuant to its terms. Stumpage in Alberta is product/price specific and varies with the sales price of the product into which the logs will be converted. Stumpage in B.C. is substantially based on the results of certain publicly-auctioned timber harvesting rights.

Timber tenures in B.C. and Alberta require the holder to carry out reforestation to ensure re-establishment of the forest after harvesting. Reforestation projects are planned and supervised by our woodlands staff and are subject to approval by relevant government authorities. Our timber harvesting operations are carried out by independent contractors under the supervision of our woodlands staff.

Canadian woodlands operations directly managed by West Fraser are independently audited and certified by the Sustainable Forestry Initiative (“SFI”) for fibre sourcing and sustainable forest management. Sustainable forest management means managing the forest in a way that maintains an ecologically sustainable and socially desired balance of values. It aims to ensure all the values present in the forest today, such as recreation, biodiversity,

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habitat protection, clean water, and others, will be there for future generations to use and enjoy. Our harvesting practices are designed to harvest timber safely and efficiently while minimizing environmental impacts. Our harvesting practices create openings that are consistent with the effects of natural disturbances common in our forests, like those that fire and insects create. Openings create the best conditions for regeneration for most of the tree species we manage. What we harvest and reforest reflects the profile of the tree species where we operate. On average we plant approximately 60 million native tree seedlings annually and all harvest sites are re-established as forests for the future.

The following table summarizes the timber tenures, as at December 31, 2019, which supply the Canadian mills that we own or in which we have an interest, as well as our AAC for such tenures.

Timber Tenures

(thousand m³)

Location	Tenure1	Expiry	AAC
B.C.	Coniferous Long-term	2022 - 2035	5,278
	Coniferous Short-term	2035	200
Alberta	Coniferous Long-term	2019 - 2033	6,380
	Deciduous Long-term	2019 - 2033	1,319

1. Long-term tenures include TFLs, FMAs, timber quotas and forest licences, which are renewable timber tenures. Short-term tenures include non-replaceable forest licences.

We do not own or manage any timberlands in the U.S.

Fibre Consumption

Annual log requirements for our Canadian sawmills, plywood facilities and LVL plant, all operating at the capacities described herein, would total approximately 14 million m³. Recently, we have been accessing approximately 65% of these requirements from the quota-based tenures described in the above table and the balance is typically acquired from third parties holding short or long-term timber harvesting rights, including independent logging contractors, aboriginal groups, communities and woodlot owners. We do not necessarily consume the maximum permitted volume of logs that may be harvested from our tenures annually but will adjust between tenure and purchase logs depending on circumstances including the availability of purchase logs and our ability to secure approvals to harvest in economically viable stands.

Our U.S. operations, which produce SYP lumber, would consume approximately 14 million tons of logs per year if operating at the capacity described herein. Our U.S. operations have access to approximately 18% of their log requirements under certain long-term supply contracts, and the balance is purchased on the open market. Open market purchases come from timber real estate investment trusts, timberland investment management organizations and private land owners.

Mountain Pine Beetle and B.C. Wildfires

The mountain pine beetle infestation in the B.C. interior reached a peak, in terms of the annual timber mortality rate, more than 15 years ago. Approximately 40 % of B.C.’s crown forest is within the timber harvesting land base (“THLB”), and approximately 29 % of the THLB is pine. When assessing the THLB of B.C.’s interior, approximately 37% is pine. The damage to the mature pine forests within our operating areas is significant.

The Province of B.C. previously increased the AAC on dead pine stands and limited the harvest of non-pine species until the salvage of dead pine stands comes to a conclusion. The AAC has been or will be reduced to reflect lower mature inventories as dead pine stands are harvested or when they are no longer economic to harvest. The Province has reduced the AAC in B.C.’s central interior by approximately 38% in the past five years. We expect this process to continue for another five years as the Province transitions AACs by incrementally reducing mountain

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pine beetle uplifts. To date, B.C.’s Chief Forester has announced reductions of the AAC in eight of our operating areas in the interior.

Wildfires in B.C. burned over two million hectares of forest land in 2017 and 2018 combined. Our Cariboo region operating areas were significantly impacted. Salvage of fire damaged trees has begun and is expected to continue for one to three years.

As the timing of future AAC reductions and the effect on our AACs will depend on a variety of factors, including the impact of wildfires and the amount of non-pine species available for harvest, the full effect on our operations cannot reasonably be determined at this time.

In Alberta, the Minister and the forest industry continue to implement aggressive programs for mountain pine beetle detection, single tree control and focused harvesting activity. The mountain pine beetle infestation significantly expanded from Jasper National Park into our Hinton forest management area (“FMA”) in 2017 and 2018. The mountain pine beetle has also spread into the Edson FMA and, to a lesser extent the Sundre FMA. We continue to work aggressively to reduce the number of susceptible pine stands and conduct spread control activities across the region in concert with other forest industry participants and the Alberta government.

Caribou Recovery Planning

Draft woodland caribou recovery plans were released by the Alberta government in December 2017. We have been working with the Province to develop strategies that support caribou recovery while maintaining our access to the forest resource. The AAC impact from these plans will depend on the final location of potential conservation areas and the forest harvest regimes that are implemented. We anticipate this work will continue in 2020.

B.C. and Canada have initialled a conservation agreement for all Southern Mountain Caribou ranges in the Province. The current focus is on the Central Group, which is comprised of three herds in the South Peace area. The conservation agreement includes a partnership agreement with indigenous communities. Initial indications from the draft partnership agreement for the Central Group are a potential for new protected areas and increased conservation. This may have some impact on our access to timber supply, but we are unable to predict or quantify the impact at this stage in the conservation agreement process.

Forestry Certification

We obtain external certification from a number of accredited standard-setting certification bodies which offer independent verification of the measures that we take to mitigate the effects of our activities on the environment.

All of the Canadian woodlands operations directly managed by us are independently certified by the SFI, an internationally recognized sustainable forest management certification program.

We also subscribe to the chain of custody certification Programme for Endorsement of Forest Certification (“PEFC”) standard for our Canadian produced forest products. PEFC chain of custody assures customers that the fibre in the supply chain comes from sources that comply with applicable laws, regulations and sustainable resource standards. The standard also demonstrates avoidance of sourcing fibre from controversial sources.

PEFC is a global organization that provides a mutual recognition framework for national certification systems. PEFC recognizes more than 25 national certification systems, including SFI, and assures customers that differing systems provide a consistent level of sustainable forest management.

Our pulp operations and MDF mills are registered to the Forest Stewardship Council’s (“FSC”) Standard for Chain of Custody Certification and the Standard for Company Evaluation of FSC Controlled Wood. This standard independently verifies that these operations do not source fibre from wood harvested (i) illegally, (ii) in violation

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of traditional and civil rights, (iii) in forests where high conservation values are threatened by management activities, (iv) in forests being converted to plantations or non-forest use, (v) from forests in which genetically modified trees are planted, or (vi) in violation of any of the International Labour Organization (“ILO”) Core Conventions, as defined in the ILO Declaration on Fundamental Principles and Rights at Work, 1988.

We do not own or manage any forestlands in the United States. However, our U.S. sawmills procure wood from a variety of sources normally within an approximate 70-mile radius of each mill. All our U.S. mills are certified under the SFI Fiber Sourcing Standard.

For more information concerning our sustainable and environmentally sound forest practices see below under the heading “Environment and Social” and our Responsibility Report at www.westfraser.com.

Residual Fibre Supply

In Canada substantially all our requirements for wood chips, shavings and sawdust and hog fuel are supplied from our own operations, either directly or indirectly through trades. This reduces our exposure to risks associated with price fluctuations and supply shortages of these products.

Our B.C. sawmills and plywood plants produce substantially all of the fibre requirements of our B.C. pulp operations and MDF plant. The Alberta MDF plant obtains its fibre from the adjacent Blue Ridge sawmill and other sawmills in the area. The Hinton pulp mill obtains its fibre from the adjacent Hinton sawmill and other sawmills in the area owned by us. At times we produce whole log chips to supplement the supply of residual chips from our various sawmills. The fibre requirements of our 50%-owned newsprint mill are obtained from local sawmills, including our sawmill in Blue Ridge and the Slave Lake veneer operation, through chip purchase agreements and log for chip trades using logs harvested from the newsprint mill’s tenures. The Slave Lake deciduous FMA provides most of the fibre requirements of the Slave Lake pulp mill, with the balance being obtained from logs purchased from local suppliers.

The majority of the wood chips produced by our U.S. operations are sold to pulp mills at market prices pursuant to long-term contracts.

Aboriginal Matters

We are committed to working with Indigenous Peoples (including First Nations, Métis and others) with mutual respect and understanding of each other’s interests, values, and goals. Our voluntary forest certification standards include respect for Indigenous Peoples’ property, tenure and use rights. This is specifically addressed in the SFI 2015-2019 Standards and Rules, which recognizes the principles outlined in the United Nations Declaration for the Rights of Indigenous Peoples. As a program participant, West Fraser communicates and collaborates with local Indigenous Peoples and communities in order to better understand their traditional practices with respect to forest management.

Notwithstanding these efforts, our continued access to the forest resource in Canada could be adversely affected by aboriginal rights and title claims, treaties with aboriginal groups, non-treaty agreements governments may choose to enter into with Aboriginal groups, other legislation governments may to pass related to Aboriginal groups and other commitments made to Aboriginal groups by governments. These, and related duties of government to consult and accommodate Aboriginal groups, could affect the issuance, validity, renewal and exercise and terms and conditions of Crown timber rights and authorizations to harvest, or the timeliness of obtaining such rights.

The Canadian federal government and the provincial governments in Alberta and B.C. have made commitments to renew their relationships with aboriginal groups, and in some case have expressed their support for the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”) and their intent to adopt and implement it.

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This includes the passage of the Declarations on the Rights of Indigenous Peoples Act in British Columbia in November 2019.

If Aboriginal title is proven over any of the lands where we have interests or rights, it could result in aboriginal ownership of the resources on title lands. However, to date there has been only one court case finding aboriginal title in B.C. where aboriginal title was found to be held by the Tsilhqot’in Nation in respect of an area that is less than 0.2% of B.C., and in areas where we do not hold cutting permits. It is uncertain at present what rights (including rights to compensation), if any, third party tenure holders may have in relation to tenures on lands found to be subject to Aboriginal title.

As the jurisprudence and government policies respecting aboriginal title and rights and the consultation process continue to evolve, we cannot at this time predict whether aboriginal claims will have a material adverse effect on our timber harvesting rights or on our ability to exercise, renew or transfer them, or secure other timber harvesting rights. West Fraser is and will continue to be proactive in its efforts to engage and work with Indigenous Peoples to seek positive and beneficial working relationships and maintain access to the timber harvesting land base.

Human Resources

As at December 31, 2019, we employed approximately 8,200 individuals, including our proportionate share of those in 50%-owned operations. Of these, approximately 5,630 are employed in our lumber segment, 1,300 in our panels segment, 860 in our pulp & paper segment and 410 in our corporate segment. Approximately 34% of our employees are covered by collective agreements. There are no expired collective agreements remaining as at December 31, 2019.

The safety of our employees is a core value and business priority and our safety goal is to eliminate serious incidents and injuries. We have achieved a 10% reduction in our medical incident rate since 2016. We provide ongoing safety training for our employees to minimize potential risks inherent in forestry-related manufacturing industries. Our Health and Safety Policy and objectives and a description of external safety certifications obtained by us are described in our Responsibility Report available on our website at www.westfraser.com.

Capital Expenditures and Acquisitions

We regularly invest in upgrading and expanding our facilities and operations. However, during periods when earnings are weak, we may reduce capital and other expenditures in order to preserve liquidity. The following table shows the capital expenditures and acquisitions during the past five years.

Capital Expenditures and Acquisitions

($ millions)

Year ended December 31	2019		2018		2017		2016		2015
Lumber		339		284		247		195		172
Panels		23		16		22		25		5
Pulp & Paper		39		60		58		42		32
Corporate & Other		9		10		9		11		11
		410		370		336		273		220
Acquisitions		—		—		526		—		76
		410		370		862		273		296

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Energy

Currently, 75% of West Fraser’s energy requirements are met from renewable sources. West Fraser’s energy objectives are to further increase energy efficiency throughout our operations by investing capital and to continue to research and develop alternate ways to generate or procure renewable energy.

Almost all of the Company’s manufacturing facilities generate some form of renewable energy. Carbon-neutral biomass makes up 69% of our energy consumption. This bioenergy generation represents the energy equivalent offset of 7.6 million barrels of oil. Since 2005, energy initiatives have resulted in a 29% decrease in the intensity of purchased energy across our solid wood operations. The electrical intensity of our BCTMP mills has also been reduced by 28% per ADMT (air-dried metric tonne).

Our pulp, paper and MDF operations use substantially more energy than our lumber and plywood operations. We have completed several projects to reduce our purchased energy dependence by utilizing sawmill residuals, waste biomass and pulp mill effluent streams to produce heat and steam to dry our wood products as well as generate electricity. Such projects include those at our Hinton and Cariboo pulp mills, which have generating facilities which produce electricity to satisfy most of their energy requirements and in some cases sell excess electricity to the provincial utility. In addition, our Slave Lake pulp mill produces electricity for its own use from bio-gas reclaimed from effluent treatment.

Co-generation projects at our Fraser Lake, B.C., Chetwynd, B.C. and Manning, Alberta sawmills produce electricity from residuals and waste biomass. Most of this electricity is sold under long-term contracts.

In B.C., electricity is purchased from the provincial utility at regulated prices based largely on generation costs. In Alberta, electricity is purchased at market prices through the Alberta power pool. In the U.S., the majority of electricity is purchased from large utility producers at established regulated market rates and a small number of facilities purchase electricity distributed through local electric cooperatives with a cost plus distribution fee structure.

In Alberta, we operate a natural gas-fired power plant at our 50%-owned newsprint mill which provides a partial hedge against high prices of electricity and transmission costs.

Our exposure to energy costs includes the cost to purchase electricity, natural gas, gasoline, diesel fuels, carbon taxes and fuel surcharges on purchased transportation.

Environment and Social

Regulatory Requirements

Our manufacturing operations are subject to environmental protection laws and regulations. We have developed and apply internal programs and policies to help ensure that our operations are in compliance with applicable laws and standards and to address any instances of non-compliance. We have incurred, and will continue to incur, capital expenditures and operating costs to comply with environmental laws and regulations, which are not expected to have material financial or operational effects on us or our competitive position. We are required to carry out remediation activities, including site decommissioning, under applicable environmental protection laws and regulations. In addition, we are required to carry out reforestation activities under our various timber licences. We maintain accruals in our financial statements for certain environmental, reforestation and decommissioning obligations.

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Responsible Management of Energy, Woodlands, and Water

West Fraser is committed to utilizing energy, woodlands and water resources responsibly and takes meaningful, ongoing steps to reduce our impact on the environment. Within the carbon cycle and for climate change adaption and mitigation, wood products have three beneficial roles: (i) as a store of carbon, (ii) as an alternative to fossil fuel-based materials, and (iii) for generating carbon-neutral energy. Wood is 50% carbon and an ecological, renewable alternative to products like concrete, steel, plastics, and petroleum-based chemicals. Converting more of the built environment to wood has been identified as a solution for reducing global Greenhouse Gas (“GHG”) emissions. West Fraser’s 2019 production stored 2.6 million metric tons of carbon in our products.

From a manufacturing perspective, we address GHG emissions by improving our energy efficiency and generating electricity at our operations from manufacturing by-products such as wood waste and pulp mill effluent. We are committed to consciously managing our energy use, reducing our consumption and developing sustainable energy solutions. Enterprise-wide, we’ve reduced GHG emissions intensity in our solid wood manufacturing facilities by 9.6% since 2005. We achieved this decrease during a period of significant production growth due to several mill acquisitions (lumber production grew 57%, from 4,212 MMfbm in 2005 to 6,609 MMfbm in 2018.)

In May 2016 West Fraser committed to the Canadian forest products industry’s pledge to remove 30 megatonnes (MT) of CO2 per year by 2030 — more than 13% of the Canadian government’s emissions target. We continue to invest in bioenergy systems that more effectively capture the heat and steam generated during the production of wood products and other future relevant technology as it continues to improve. Additional information on our energy initiatives is included herein under the heading “Energy” and in our Responsibility Report available on our website at www.westfraser.com.

Our manufacturing plants have systems in place to treat and filter water and air discharges from our facilities. We have reduced the waste and materials that may previously have been sent to landfills through innovations to our production process to use more of the wood residuals, recovering them for value-added products and energy generation. We use more than 95% of each log, turning it into wood products: panels, pulp, paper, to create new bioproducts and other valuable products or it used in a bioenergy system. Virtually every part of a log will find a use within our operations: (i) sawdust and shavings are used in our MDF plants or are transformed into fuel and energy to run mill operations; (ii) wood chips and the wood cores from our plywood and veneer operations are used in pulping operations; and (iii) heat, steam, gases and biomass liquids (such as black liquor) that develop during our manufacturing processes are captured to provide energy to our mills or used to create other value added bioproducts such as Amallin^™ lignin and biocomposites (such as Propel^™).

We treat water as an important and protected resource throughout our operations. We specifically address, manage and monitor stream and watercourse protection as part of our sustainable forest management activities. Our pulp operations use and treat large volumes of water and we have invested considerably in improvements to water systems. At West Fraser, 94% of the water we use in our pulp operations is treated and returned to the environment.

Most of Canada’s forest land (93%) is publicly owned and the right to harvest timber is only allowed through government granted licences. West Fraser follows strict forest management requirements to be able to maintain and renew government-granted harvesting rights in Canada. We engage in sustainable forest management and our harvesting practices are designed to harvest timber safely and efficiently while minimizing environmental impacts. We replant the trees we harvest and, since 1955, West Fraser has planted more than 1.8 billion trees to ensure the forests where we operate are constantly renewed. We are proud of our excellent reforestation record, and we continue to explore new ways to improve our reforestation and silviculture practices. Our goal is to move beyond mere regulatory compliance to focus on conducting our business in an environmentally, socially and economically responsible manner.

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Community and Stakeholder Engagement

Stakeholder engagement and consultation is a crucial part of our success as a business. Stakeholder engagement and consultation is embedded in our forest management planning process through our sustainable forest management and fibre sourcing certifications. Identification and consultation with stakeholders is also required by Canadian law to meet the standards and provincial regulations governing the permitting and approval of harvesting and forest management planning on public lands.

Our mills and forest operations often work in partnership with Indigenous Peoples in the regions where we operate. We seek to build respectful, long-term, mutually beneficial working relationships with the Indigenous communities located near the areas in which we operate. In Canada within our forest planning, engagement and consultation processes as well as separate outreach, we work with more than 100 Indigenous communities and organizations in the regions where we harvest timber and manage public forest land under government licences.

Oversight and Further Information

Our Board, particularly the Environmental, Health & Safety Committee, together with our executive and our senior leadership teams, set the policy and practice of our environmental, social and governance activities within our business and are responsible for monitoring our safety and environmental performance, including identifying and managing environmental risks.

We have adopted and implemented social and environmental policies and practices that are essential to our operations. Our social, environmental and safety practices are governed by the principles set out in our Code of Conduct, our Environmental Policy and our Health and Safety Policy.

Our Code of Conduct emphasizes our overall commitment to sustainability and sets out specific requirements in areas related to: (i) legal and ethical business conduct; (ii) promotion of safe and healthy work practices; (iii) commitment to operating in an environmentally sustainable manner; (iv) the commitment to human rights and a harassment, discrimination and violence-free workplace; and (v) maintaining a confidential feedback mechanism and conducting regular audits to ensure adherence to the Code.

Our Environmental Policy sets out our commitment to do business in an environmentally, socially, and economically responsible manner. This commitment includes: (i) responsible stewardship of the environment; (ii) sustainable forest management; and (iii) protection of the health and safety of our employees, customers, and the public. Our operating philosophy involves continually improving our forest practices and manufacturing procedures, optimizing the use of resources, and minimizing or eliminating the impact of our operations on the environment.

Environmental excellence is an integral aspect of our long-term business success. We are committed to: (i) complying with all applicable environmental laws and regulations and striving to maintain biodiversity and to protect wildlife habitat and ecosystems; (ii) developing and implementing best practices to continuously improve our environmental performance; (iii) preventing pollution and continuing to improve our environmental performance by setting and reviewing environmental objectives and targets; (iv) conserving, reducing, reusing and recycling wherever practicable the resources and materials that we use and ensuring that all waste is safely and responsibly handled and disposed of; (v) employing and encouraging the development and use of environmentally friendly practices and technology; (vi) conducting periodic environmental audits; (vii) providing training for employees and contractors to ensure environmentally responsible work practices; (viii) communicating our sustainable forest management and environmental performance openly and transparently to our Board of Directors, employees, customers, shareholders, local communities and other stakeholders.

In addition, we have also adopted a Health and Safety Policy. Safety is a core value and a business priority and we are committed to maintaining a safe workplace and strive to be an industry leader by managing an effective safety program, complying with all laws and regulations, and continuously improving our performance. Within our safety

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program, we have identified key responsibilities for executive management, operating site management, employees and contractors, as detailed in our safety policy. The Health and Safety Policy requires management to develop and maintain company-wide and site-specific occupational health and safety programs, that include core guidelines and systems to measure ongoing effectiveness. Our employees are also responsible for following established safe work procedures as outlined in their job duties and company safety guidelines, including reporting unsafe conditions, acts, and practices.

We measure and report our performance on an ongoing and comprehensive basis. We implemented internal monthly, quarterly and annual reporting that tracks performance indicators, including compliance with permits, environmental monitoring, health and safety performance, materials inputs and outputs, community concerns expressed and actions taken in response, and reclamation and remediation activities.

We are committed to providing comprehensive and transparent information regarding our environmental, social and governance (ESG) matters, and additional information including our Responsibility Report prepared in alignment with the Global Reporting Initiative (GRI), a global standard for reporting on a range of economic, environmental and social impacts, is available in the “Responsibility” section of our website (at www.westfraser.com).

Research and Development

We support industry research and development organizations and conduct research and development at several plants to improve processes, maximize resource utilization and develop new products and environmental applications. In addition, in the previous five years we have focused on projects in bioenergy generation and bioproducts, including cellulose biocomposites and alternative uses for lignin recovered during the pulping process.

Lumber

Sales

Lumber produced at our Canadian sawmills and sold to North American customers is marketed and sold from our sales office in Quesnel, B.C. while sales to offshore markets are made from our export sales office in Vancouver, B.C. Offshore sales activities are complemented by a customer service office in Japan. Lumber produced at our U.S. sawmills is marketed by our sales group in Memphis, Tennessee and St. Marys, Georgia. From time to time, we purchase lumber for resale in order to meet requirements of customers.

In 2019, sales of lumber were made to customers in the U.S. and Canada and to customers offshore, predominantly in China and Japan. Most lumber shipments to North American customers by our Canadian operations were made by rail and the balance by truck. Most lumber shipments to North American customers by our U.S. operations were delivered by truck and the balance by rail. Offshore shipments from both Canada and the U.S. were made through various public terminals in bulk or container vessels.

Shipments and sales of our lumber products can be impacted by seasonal influences. Shipments from our Western Canadian mills can be affected by winter weather that affects rail and other transportation services. In the summer months, during fire season, logging, manufacturing and transportation can all be affected by wildfire activity or by evacuation alerts or orders in regions where we operate. Home construction activity which significantly influences the demand for our products has historically been higher in the first half of the year and experiences a seasonal slow down in the third quarter. A significant portion of our SYP products are used in treated wood applications and demand for these products is often highest in anticipation of spring and summer construction activity.

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Softwood Lumber Dispute

The Canada – U.S. Softwood Lumber Agreement (“SLA”) expired in October 2015 and on the expiry of that agreement a one year moratorium on trade sanctions by the U.S. came into place. The Government of Canada and the U.S. Trade Representative have been unable to reach agreement on a new managed trade agreement.

In November of 2016 a coalition of U.S. lumber producers petitioned the USDOC and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian producers and levy countervailing and antidumping duties against Canadian imports. The USDOC made its preliminary determination regarding countervailing duties in April 2017, and in June 2017 for antidumping duties. In December of 2017 countervailing and antidumping rates for West Fraser were revised to 17.99% and 5.57% respectively. On February 3, 2020, the USDOC released the preliminary results from the first Administrative Review for the Period of Investigation from April 28, 2017 to December 31, 2018. The details are described more fully in Note 27 to the annual consolidated financial statements and under “Softwood Lumber Dispute” in the Lumber section of Management’s Discussion & Analysis for the year end December 31, 2019. Assuming these rates are finalized our combined cash deposit rate would be revised to 9.08%. The duty rates are subject to an appeal process and are not expected to be finalized until August of 2020 at which time any required adjustment will be recorded.

A substantial portion of our products that are manufactured in Canada are exported for sale. Our financial results are dependent on continued access to the export markets and tariffs and other trade barriers that restrict or prevent access represent a continuing risk to us. The SLA had provided our Canadian lumber operations with continued access to the U.S. market and the imposition of future trade barriers could impair that access.

Operations

We operate 33 sawmills and wood treating facility at the Sundre, Alberta sawmill. Our Canadian sawmills, of which six are in B.C. and another six are in Alberta, produce spruce, pine, fir lumber of various grades and dimensions. Our 21 U.S. sawmills produce southern yellow pine lumber of various grades and dimensions.

Capacity and Production

(both MMfbm)

	2019		2018		2017		2016		2015
Capacity (year-end)
B.C.		1,835		2,170		2,460		2,465		2,400
Alberta		1,700		1,700		1,690		1,635		1,600
U.S. South		3,200		3,200		3,050		2,400		2,300
		6,735		7,070		7,200		6,500		6,300
Production
B.C.		1,682		2,236		2,257		2,303		2,225
Alberta		1,529		1,556		1,552		1,493		1,374
U.S. South		2,703		2,817		2,424		2,139		2,008
		5,914		6,609		6,233		5,935		5,607

Lumber production capacity is generally based on our sawmills running on a five-day, two-shift basis with certain exceptions where logs may be available to run a third shift. The capacity figures stated above for 2018 and 2019 give effect to the permanent production curtailments at a number of our B.C. sawmills in 2018 and 2019.

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Panels

Sales

Plywood, LVL and MDF are marketed from our sales office in Quesnel, B.C. to retail outlets, wholesale distributors, remanufacturers and treating businesses. MDF is marketed under the names “Ranger”^™, “WestPine”^™, and “Eco-Gold”^™ both from our sales office and through distributors.

In 2019 most of our sales of plywood were made to customers in Canada and sales of MDF and LVL were to customers in the U.S. and Canada. Shipments were by rail or truck. Plywood sales follow a seasonal pattern of demand with the strongest demand being centred in September and October.

Operations

Our panel operations include three plywood mills that primarily produce standard softwood sheathing plywood, two MDF mills, each with the flexibility to manufacture varying thicknesses and sizes, an LVL mill, and a veneer mill that produces veneer for use in our Edmonton plywood mill. A fire at our MDF plant in Quesnel on March 9, 2016 resulted in the closure of the plant while repairs and reconstruction took place. The rebuilt plant began producing board on April 29, 2017 and returned to normal production levels by the end of 2017. This reduced 2016 and 2017 MDF production compared to prior years. In 2018, we reduced the operating schedule at our LVL mill to more closely match market conditions which resulted in reduced capacity.

Capacity and Production

	2019		2018		2017		2016		2015
Plywood (MMsf 3/8” basis)
Capacity (year-end)		860		860		860		850		830
Production		818		833		838		826		797
MDF (MMsf 3/4” basis)
Capacity (year-end)		250		250		250		250		250
Production		221		224		191		160		220
LVL (Mcf)
Capacity (year-end)		2,600		2,600		3,200		3,200		3,200
Production		2,034		2,251		2,676		2,215		1,627

Pulp

Sales

Pulp is marketed out of our pulp sales office in Vancouver, B.C. In 2019, sales of both NBSK and BCTMP were to customers in North America, Asia (predominantly China) and to other offshore customers. Shipments within North America were primarily by rail and those to offshore customers were by rail and truck to Vancouver, B.C. and then by bulk or container vessels.

Operations

BCTMP is produced at our Slave Lake pulp mill, primarily from hardwood aspen, and is also produced at our Quesnel River pulp mill, primarily from softwood species. These pulps are used by paper manufacturers to produce paperboard products, printing and writing papers and a variety of other paper grades. NBSK is produced at our Hinton and Cariboo pulp mills and is used by paper manufacturers to produce a variety of paper products, including tissues and printing and writing papers.

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Capacity and Production

(Mtonnes)

	2019		2018		2017		2016		2015
BCTMP
Capacity (year-end)		690		690		690		680		650
Production		677		652		674		665		645
NBSK
Capacity (year-end)		570		570		570		570		570
Production1		460		499		498		527		497

1. Reflects West Fraser’s 50% ownership of the Cariboo pulp mill.

Newsprint

Sales

Newsprint is sold to various publishers and printers in North America and delivered by rail and truck.

Operations

Our 50%-owned newsprint mill at Whitecourt, Alberta produces standard newsprint in basis weights: 34, 36, 40, 43 and 45 grams per square metre.

Capacity and Production¹ (Mtonnes)

	2019		2018		2017		2016		2015
Capacity (year-end)		135		135		135		135		135
Production		112		109		122		128		133

1. Reflects West Fraser’s 50% ownership.

Risk Factors

A detailed discussion of risk factors is included under the heading “Risks and Uncertainties” in Management’s Discussion & Analysis for the year ended December 31, 2019, which is incorporated herein by reference. Our Management’s Discussion & Analysis is available on SEDAR at www.sedar.com.

Capital Structure

Share Capital

Our authorized share capital consists of 430,000,000 shares divided into:

(a) 400,000,000 Common shares,

(b) 20,000,000 Class B Common shares, and

(c) 10,000,000 Preferred shares, issuable in series.

The Common shares and Class B Common shares are equal in all respects, including the right to dividends, rights upon dissolution or winding up and the right to vote, except that each Class B Common share may at any time be exchanged for one Common share. The Common shares are listed and traded on the Toronto Stock Exchange under the symbol WFT while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

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As at December 31, 2019, the issued share capital consisted of 66,381,289 Common shares and 2,281,478 Class B Common shares for a total of 68,662,767 shares (as at December 31, 2018 - 69,818,838 shares).

Credit Ratings

As shown in the table below, West Fraser is rated by three rating agencies. West Fraser pays annual fees to maintain its debt and corporate ratings. The ratings are assigned both on a corporate level and specifically to our US$300 million notes maturing October 2024. The ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by each rating agency.

Agency	Rating	Outlook
DBRS1	BBB(low)	Positive
Moody’s2	Baa3	Stable
Standard & Poor’s3	BBB-	Stable

1. DBRS credit ratings for long-term obligations range from AAA to D. A rating of BBB is described by DBRS as “adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events”. Additional information on the rating is available on DBRS’s website.

2. Moody’s credit ratings for long-term obligations range from Aaa to C. Moody’s describes obligations rated Baa as “subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics”. Additional information on the rating is available on Moody’s website.

3. S&P credit ratings for long-term obligations range from AAA to D. A rating of BBB- is described by S&P as “considered lowest investment grade by market participants”. Additional information on the rating is available on S&P’s website.

Market Prices

The following table sets forth adjusted market prices and trading volumes of our Common shares on the Toronto Stock Exchange for each month of 2019 and 2018.

	2019								2018
	High		Low		Close		Volume		Close		Volume
	($)		($)		($)		(000’s)		($)		(000’s)
January		78.59		65.79		78.27		8,344		86.06		5,048
February		80.13		63.54		64.77		7,975		89.38		5,966
March		71.85		62.30		65.00		8,344		85.61		7,030
April		69.09		63.28		68.97		8,432		86.97		5,334
May		70.46		52.01		52.69		8,828		94.23		9,196
June		66.43		52.14		59.70		8,242		90.49		10,283
July		61.80		51.17		51.59		7,724		80.80		12,100
August		52.42		43.93		46.90		7,213		86.57		11,056
September		56.17		44.93		53.00		7,116		73.51		10,576
October		62.02		49.22		60.90		8,176		66.14		20,129
November		62.21		56.91		57.77		6,495		69.35		10,141
December		59.34		53.60		57.28		6,947		67.44		8,130
Total								93,836				114,989

Source: http://tradingdata.tsx.com

Cash dividends

The declaration and payment of cash dividends is within the discretion of our Board of Directors. Historically, cash dividends have been declared on a quarterly basis payable after the end of each quarter. On an annual basis, dividends of $0.80 per share were declared in 2019, $0.70 per share were declared in 2018, $0.36 per share were declared in 2017 and $0.28 per share were declared in 2016 and 2015. There can be no assurance that dividends will continue to be declared and paid by us in the future, as the discretion of the Board of Directors will be exercised from time to time taking into account our current circumstances.

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Transfer Agent

Our transfer agent and registrar is AST Trust Company (Canada), with registers of transfers in Vancouver, B.C. and Toronto, Ontario.

Experts

Our auditors are PricewaterhouseCoopers LLP (“PwC”), who prepared the Auditor’s Report included with our annual consolidated financial statements for the year ended December 31, 2019. PwC has confirmed that it is independent with respect to us, within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of B.C., as of February 11, 2020.

Directors and Officers

Directors

The names and municipalities of residence of the directors of the Company, their principal occupations during the past five years and the periods during which they have been directors of the Company are as follows:

Name and Municipality of Residence	Principal Occupation	Director Since
Henry H. Ketcham Vancouver, B.C.	Chairman of the Board	September 16, 1985
Reid E. Carter1 & 4 West Vancouver, B.C.	Corporate Director	April 19, 2016
Raymond W. Ferris Vancouver, B.C.	Chief Executive Officer	July 1, 2019
John N. Floren2, 3 & 4 Eastham, Massachusetts	President and Chief Executive Officer, Methanex Corporation	April 19, 2016
Brian G. Kenning2 & 4 Vancouver, B.C.	Corporate Director	April 19, 2017
John K. Ketcham3 & 4 Santa Monica, California	Real Estate Developer	April 28, 2015
Gerald J. Miller1,3 & 4 Kelowna, B.C.	Corporate Director	April 19, 2012
Robert L. Phillips2, 4 & 5 Anmore, B.C.	Corporate Director	April 28, 2005
Janice G. Rennie1, 2 & 4 Edmonton, Alberta	Corporate Director	April 28, 2004

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Name and Municipality of Residence	Principal Occupation	Director Since
Gillian D. Winckler1, 3 & 4 Vancouver, B.C.	Corporate Director	April 19, 2017

1. Member of the Audit Committee.

2. Member of the Human Resources & Compensation Committee.

3. Member of the Health, Safety & Environment Committee.

4. Member of the Governance & Nominating Committee.

5. Lead Director.

Each director has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years except for Henry Ketcham who before April 19, 2016 was our Executive Chairman; Reid Carter who before December 31, 2018 was President, Brookfield Timberlands Management LP; Raymond Ferris who before July 1, 2019 was our President and Chief Operating Officer, before February 15, 2016 was our Vice-President, Wood Products and Gillian Winckler who before June 2015 was CEO and President, as well as CFO for a brief period of Coalspur Limited. The term of office of each director will expire at the conclusion of the Company’s next annual general meeting.

Officers

Name and Municipality of Residence	Office Held
Raymond W. Ferris Vancouver, B.C.	President and Chief Executive Officer
Brian A. Balkwill Quesnel, B.C.	Vice-President, Canadian Wood Products
Keith D. Carter Quesnel, B.C.	Vice-President, Pulp and Energy Operations
Larry E. Gardner Quesnel, B.C.	Vice-President, Canadian Woodlands
James W. Gorman Victoria, B.C.	Vice-President, Corporate and Government Relations
Christopher D. McIver North Vancouver, B.C.	Vice-President, Sales and Marketing
D’Arcy R. Henderson Quesnel, B.C.	Vice-President, Canadian Woodlands Operations
Sean P. McLaren Collierville, Tennessee	Vice-President, U.S. Lumber
Tom V. Theodorakis Vancouver, B.C.	Secretary Partner, McMillan LLP (lawyers)
Christopher A. Virostek North Vancouver, B.C.	Vice-President, Finance and Chief Financial Officer

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Name and Municipality of Residence	Office Held
Charles H. Watkins Memphis, Tennessee	Vice-President, Capital and Technology

Each officer has held the same or a similar office with the organization indicated or a predecessor thereof for the last five years except for Raymond Ferris (see disclosure under “Directors”); Brian Balkwill, who before July 1, 2018 was our Vice-President, Canadian Lumber, before February 15, 2016 was our General Manager, Canadian Lumber and before December 1, 2014 was our General Manager, Engineered Wood; Keith Carter, who before February 15, 2016 was our General Manager, Pulp Operations, before September 1, 2014 was our Operations Manager, Mechanical Pulp and before February 1, 2014 was our General Manager, Quesnel River Pulp; Larry Gardner, who before February 16, 2016 was our General Manager, Canadian Woodlands and before December 1, 2014 was our Chief Forester, B.C.; D’Arcy Henderson, who before December 10, 2019 was our General Manager, Canadian Woodlands and before September 23, 2019 was our Cariboo Regional Manager; James Gorman, who before May 19, 2015 was President and Chief Executive Officer of the Council of Forest Industries; Christopher McIver, who before February 16, 2016 was our Vice-President, Lumber Sales and Corporate Development; Sean McLaren, who before February 15, 2016 was our Vice-President, U.S. Lumber Operations; Christopher Virostek, who before April 1, 2017 was the Senior Vice-President of Strategy and Corporate Development of Masonite International Corporation; and Charles Watkins, who before February 11, 2020 was Vice-President, U.S. Lumber Manufacturing, before February 15, 2016 was our General Manager, U.S. Lumber Manufacturing and before August 18, 2015 was our Regional Manager, U.S. Lumber.

Shareholdings of Directors and Officers

The directors and officers of the Company as a group, beneficially owned or controlled or directed, directly or indirectly, the following shares of the Company:

	December 31, 2019			December 31, 2018
Common shares		1,393,492			1,414,601
% of total Common shares		2	%		2	%
Class B Common shares		78,728			78,728
% of total Class B Common shares		3	%		3	%
% of all shares outstanding		2	%		2	%

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Christopher Virostek, our Vice-President, Finance and Chief Financial Officer, was a director of Masonite (Africa) Limited (“MAL”), a majority owned subsidiary of Masonite International Corporation (“Masonite”), when MAL commenced voluntary business rescue proceedings in South Africa in December 2015. Mr. Virostek served as a director of MAL in connection with his duties as an employee of Masonite. The business rescue plan of MAL was substantially implemented as provided under its terms and the business rescue proceedings ended in August 2016, at which time Mr. Virostek resigned as a director.

Legal Proceedings and Regulatory Actions

Other than as disclosed below, there are no legal or regulatory proceedings to which we are or were a party, or to which any of our property is or was the subject of, during our financial year ended December 31, 2019, which involve claims that exceed 10% of our current assets. In addition, there are no penalties or sanctions imposed against us by a court relating to Canadian securities legislation or by a securities regulatory authority during our financial year ended December 31, 2019 or any other penalties or sanctions imposed by a court or regulatory body

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against us which would likely be considered important to a reasonable investor in making an investment decision, and we have not entered into any settlement agreements with a court relating to Canadian securities legislation or by a securities regulatory authority during our financial year ended December 31, 2019. See section “Discussion & Analysis of Annual Results by Product Segment - Lumber - Softwood Lumber Dispute” in our 2019 annual Management’s Discussion & Analysis for a description of developments related to the softwood lumber dispute.

Our 50%-owned newsprint mill in Whitecourt, Alberta has made a claim against the Government of Alberta for compensation under its crown timber tenures related to the woodland caribou recovery plans and associated restrictions on harvesting in certain areas, limitations on volumes that may be harvested and loss of access to harvestable timber that have been imposed or resulted under such plans.

Governance

Corporate governance is guided by our Corporate Governance Policy, a copy of which may be viewed on our web site: www.westfraser.com. The Board of Directors has established a Governance & Nominating Committee comprised of all non-management directors. The committee provides support for the stewardship and governance role of the Board in reviewing and making recommendations on the composition of the Board, the functioning of the Board and its committees, succession planning and all other corporate governance matters and practices. On the occasion of each regularly-scheduled meeting of the Board in 2019, the committee met without management representatives present and reviewed these and other issues.

The Corporate Governance Policy includes a Code of Conduct which sets out our policies and requirements relating to, among other categories, legal compliance, safety, environmental stewardship, human rights, anti-corruption and whistleblowing. Additional information is available on our website www.westfraser.com under Corporate Governance.

Audit Committee

The Audit Committee of our Board of Directors assists the Board in fulfilling its responsibility to oversee our financial reporting and audit process. The full text of the Audit Committee’s Charter is attached as Schedule 1.

Members

The following identifies each current member of the Audit Committee, and the education and experience of each member that is relevant to the performance of the member’s responsibilities as an Audit Committee member. All members of the Audit Committee are considered “independent” and “financially literate” within the meaning of NI 52-110.

Reid E. Carter

Mr. Carter holds a combined undergraduate degree in Forestry and Biology and a master’s degree in Forest Soils. He was president of a large timberlands investment firm and has been involved with that firm and related firms in various senior roles for the last 14 years. Prior to that he served as National Bank Financial’s Paper and Forest Products Analyst.

Gerald J. Miller

Mr. Miller, who holds a Bachelor of Commerce, is a Chartered Professional Accountant, Chartered Accountant. He spent 25 years in various roles at West Fraser until his retirement in 2011. While at West Fraser he served in a number of executive positions including Vice-President Finance and Chief Financial Officer. Mr. Miller is currently the Chair of the audit committee of Granite Real Estate Investment Trust.

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Janice G. Rennie

Ms. Rennie, who holds a Bachelor of Commerce, is a Chartered Professional Accountant, Chartered Accountant. She was elected as Fellow of the Chartered Accountants in 1998. Ms. Rennie has chaired or been a member of several audit committees of public companies in the past and currently is a member of the audit committees of Methanex Corporation, Major Drilling Group International Inc. and WestJet Airlines Ltd.

Gillian D. Winckler

Ms. Winckler, who holds a Bachelor of Science and Bachelor of Commerce obtained in South Africa, is a Chartered Accountant (South Africa). Ms. Winckler worked in the audit profession for five years, in corporate finance for five years, and in a number of executive positions with Coalspur Limited and BHP Billiton. Ms. Winckler is currently a member of the audit committees of Pan American Silver Corporation and FLSmidth.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that sets out the pre-approval requirements related to services to be performed by our independent auditors. The policy provides that the Committee will annually review proposed audit, audit-related, tax and other services (to be submitted by the Chief Financial Officer and the independent auditor), and will provide general approval of described services, usually including specific maximum fee amounts.

Unless a service has received general pre-approval, it will require specific pre-approval by the Committee. The Committee is permitted to delegate pre-approval authority to any of its members. The Committee reports on the pre-approval process to the full Board of Directors from time to time.

Fees Paid to Auditors

($ thousands)

	2019		2018
Audit Fees1		702		878
Audit-Related Fees2		91		96
Tax Fees		260		263
All Other Fees3		15		140

1. Represents actual and estimated fees related to fiscal year ends.

2. For assurance and related services that are reasonably related to the performance of the audit but are not reported as “Audit Fees”.

3. Includes fees in connection with financial and tax due diligence assignments and various other compliance reporting matters.

Material Contracts

1. On October 15, 2014, we issued US$300 million of fixed-rate senior unsecured notes due October 15, 2024 pursuant to a private placement in the U.S. The notes bear interest of 4.35% with semi-annual payments commencing on April 15, 2015 and are redeemable, in whole or in part, at our option at any time. In the event of a change in control in respect of the Company which is followed within 60 days by ratings downgrades to below investment grade in certain circumstances, unless we have exercised the right to redeem all of the notes, each holder will have the right to require us to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101% of the principal amount of the notes plus any accrued and unpaid interest.

2. On April 24, 2019, we expanded our letters of credit facility by an additional $20 million. On July 18, 2019, we completed an amendment to our revolving lines of credit to extend the maturity date to August 28, 2024, and to increase the size of our Canadian and U.S. syndicated committed revolving credit facilities from $500 million to $850 million. At the same time, we also amended the terms of the US$200 million term loan to extend the maturity date from August 25, 2022 to August 28, 2024 and terminated the uncommitted $100 million credit facility that was temporarily established on April 24, 2019. All other material terms of the revolving lines of credit and the term loan remain unchanged. Also on January 17, 2020, we entered into an agreement for a new

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uncommitted, demand letter of credit facility of up to $40 million that can be used for the purposes of funding pension plan liabilities.

Additional Information

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our securities and securities authorized for issuance under equity compensation plans, will be contained in the Information Circular for the annual general meeting of the Company to be held on April 21, 2020. Additional financial information is provided in our annual consolidated financial statements and Management’s Discussion & Analysis for the year ended December 31, 2019.

Copies of our Annual Report, which will include this AIF and the documents incorporated by reference herein, our annual consolidated financial statements (including the auditor’s report) for the year ended December 31, 2019 and our Information Circular may be obtained at any time upon request from us once these documents have been published, but we may require the payment of a reasonable charge if the request is made by a person who is not a security holder of the Company.

This AIF, our Annual Report (once published) and additional information concerning the Company may also be obtained on our website www.westfraser.com and on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

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Schedule 1 – Audit Committee Charter

The Audit Committee Charter, which is set out below, was approved by the Board on February 11, 2020

General Mandate

To assist the Board in fulfilling its responsibility to oversee the Company’s financial reporting and audit processes, its system of internal controls and its process for monitoring compliance with applicable financial reporting and disclosure laws and its own policies.

Responsibilities

The Committee will carry out the following responsibilities:

Financial Statements

• Review significant accounting and financial reporting issues, including complex or unusual transactions, significant contingencies and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the Company’s financial statements.

• Review the interim financial reports (including financial statements, management’s discussion and analysis, and related news releases) with management and the auditors, consider whether they are complete and consistent with the information known to Committee members and either provide a recommendation to the Board with respect to the approval of the interim financial reports or, if so delegated by the Board, approve the interim financial reports and the filing of the same together with all required documents and information with regulators.

• Understand how management develops interim financial information, and the nature and extent of auditor involvement.

• Review with management and the auditors the results of the audit, including any difficulties encountered.

• Review the annual financial statements, the annual management discussion and analysis and related news releases, and consider whether they are complete, consistent with information known to Committee members, and reflect appropriate accounting principles, and provide a recommendation to the Board with respect to the approval of the statements, the management discussion and analysis and the news release.

• Review with management and the auditors all matters required to be communicated to the Committee under generally accepted auditing standards.

Internal Control

• Require management of the Company to implement and maintain appropriate internal control procedures over annual and interim financial reporting.

• Review with management and auditors the adequacy and effectiveness of the Company’s internal control over annual and interim financial reporting, including information technology security and control and controls related to the prevention and detection of fraud and improper or illegal transactions or payments, the status of the remediation of any identified control deficiencies, and elicit recommendations for improvements.

• Understand the scope of the auditors’ review of internal control over financial reporting, and obtain and review reports on significant findings and recommendations, including those in respect of the Company’s

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accounting principles or changes to such principles or their application and the treatment of financial information discussed with management, together with management’s responses.

Audit

• Review the auditors’ proposed audit scope and approach.

• Review the performance of the auditors and provide a recommendation to the Board with respect to the nomination of the auditors for appointment and remuneration.

• Review and confirm the independence of the auditors by obtaining statements from the auditors on relationships between the auditors and the Company, including non-audit services, and discussing the relationships with the auditors.

• Periodically evaluate the need for the establishment of an internal audit function and make appropriate recommendations to the Board.

Compliance

• Review with management the adequacy and effectiveness of the Company’s systems for monitoring compliance with financial reporting and disclosure laws, including the Company’s disclosure controls and procedures, and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance.

• Review the findings of any examinations by regulatory agencies, and any auditor observations.

• Obtain regular updates from management and Company legal counsel regarding compliance matters.

Reporting Requirements

• Regularly report to the Board about Committee activities, issues and related recommendations.

• Provide an open avenue of communication between the auditors and the Board.

• Review any reports the Company issues that relate to Committee responsibilities.

Other Responsibilities

• Institute and oversee special investigations as needed.

• Develop and implement a policy for the approval of the provision of non-audit services by the auditors and assessing the independence of the auditors in the context of these engagements.

• Establish procedures for: (a) the receipt, retention and treatment of complaints received regarding non-compliance with the Company’s Code of Conduct, violations of laws or regulations, or concerns regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by officers or employees of the Company or by other persons of concerns regarding questionable accounting, auditing or financial reporting and disclosure matters or non-compliance with the Company’s Code of Conduct or other matters that are of a sensitive or “whistleblower” nature.

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• Assist the Board with its responsibility to, with the advice of management, identify the principal financial and audit risks of the Company and establish systems and procedures to ensure these principal financial and audit risks are monitored, and to make recommendations to the Board.

• Assist the Board with its responsibility to, with the advice of management, identify the principal information technology, cyber security, information security and IT networks and information systems risks of the Company and establish systems and procedures to ensure these risks are monitored, and to make recommendations to the Board.

• Annually review the expenses of the Chief Executive Officer.

• Annually review and approve: (i) the calculation of the ROSE (as such term is defined under the Company’s Executive Bonus Plan) for the purposes of the calculation of executive bonuses under the Executive Bonus Plan; (ii) the calculation of the performance phantom share unit multiple (referred to in the Phantom Share Unit Plan as the Adjusted Performance Phantom Share Unit Amount) and the related calculations of TSR (or total cumulative shareholder return) and ROCE (or average of the aggregate total annual return on capital employed over the applicable period) for the purposes of the calculation of the cash award payout on vested performance phantom share units granted under the Company’s Phantom Share Unit Plan; and (iii) the calculation of such other performance metrics as may be incorporated into any other executive incentive plans or equity based compensation plans used to determine executive bonuses or cash award payouts.

• Perform other activities related to this charter as requested by the Board.

• Review and assess the adequacy of this charter annually, requesting Board approval for proposed changes.

• Review terms of any Code of Conduct established by the Board and respond to any related compliance issues.

• Confirm annually to the Board that all responsibilities outlined in this charter have been carried out.

Qualifications and Procedures

• The composition of the Committee will comply with applicable laws including requirements for independence, unrelated to management, financial literacy and audit experience.

• The Chair of the Committee will be designated by the Board.

• The Committee will meet at least four times annually, and more frequently as circumstances dictate, and the CFO and a representative of the auditors should be available on request to attend all meetings.

• The Committee should meet privately in executive session with representatives of each of management and of the auditors to discuss any matters of concern to the Committee or such members, including any post-audit management letter.

• The Committee may retain any outside advisor at the expense of the Company, without the Board’s approval, at any time and has the authority to determine any such advisor’s fees and other retention terms.

• Minutes of each meeting should be prepared, approved by the Committee and circulated to the full Board.

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EX-99.5

Exhibit 99.5

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Raymond W. Ferris, President and Chief Executive Officer of West Fraser Timber Co. Ltd., certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of West Fraser Timber Co. Ltd. (the “issuer”) for the financial year ended December 31, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 “N/A”

5.3 “N/A”

6. Evaluation: The issuer’s other certifying officer and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) “N/A”.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: February 11, 2020.

/s/ Raymond W. Ferris

Raymond W. Ferris

President and Chief Executive Officer

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EX-99.6

Exhibit 99.6

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Christopher A. Virostek, Vice-President, Finance and Chief Financial Officer of West Fraser Timber Co. Ltd., certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of West Fraser Timber Co. Ltd. (the “issuer”) for the financial year ended December 31, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 “N/A”

5.3 “N/A”

6.    Evaluation: The issuer’s other certifying officer and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) “N/A”.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: February 11, 2020.

/s/ Christopher A. Virostek

Christopher A. Virostek

Vice-President, Finance and Chief Financial Officer

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EX-99.7

Exhibit 99.7

West Fraser Announces 2019 Annual and Fourth Quarter Results

VANCOUVER, Feb. 11, 2020 /CNW/ - West Fraser today reported results for the fourth quarter and full year of 2019. Ray Ferris, CEO of West Fraser stated, “This past year has been challenging for West Fraser on multiple fronts. A softer demand environment coupled with high fibre input costs in British Columbia (“B.C.”) resulted in a significant reduction in earnings. We took several difficult decisions to right size our manufacturing footprint in Western Canada by permanently reducing shifts and closing one facility. Despite the difficult conditions, we remained resolute in our commitment to modernize our U.S. South business to achieve its full potential. Several key projects have been completed in 2019 and we are encouraged by the opportunity to fully operationalize them in 2020. The final stage of our Opelika, Alabama modernization will be completed in 2020 with the start up of a new planer mill. We are also underway on the construction of a replacement manufacturing complex in Dudley, Georgia and we anticipate commencing operations at the new mill mid 2021. The new facility will be well positioned to benefit from a strong fibre supply basket and well suited to servicing the local markets.”

Fourth Quarter

• Sales of $1.129 billion

• Lower fibre costs improve lumber earnings compared to third quarter

• Adjusted EBITDA of $80 million or 7.1% of sales

• Quarterly cash dividend of $0.20 declared

2019

• Sales of $4.877 billion

• Adjusted EBITDA of $301 million

• Cash provided by operating activities of $115 million

• Invested $410 million in capital projects

• Year-end liquidity strong with $505 million of available bank lines, net debt to capital ratio at 30%

Recent Developments

On February 3, 2020, the U.S. Department of Commerce released the results of its first Administrative Review which if confirmed would result in a combined duty rate of 8.64% and 9.08% respectively for the 2017 and 2018 periods to which such duties applied. Due to the preliminary nature of these Administrative Review rates, no adjustment has been recorded. The duty rates announced on February 3, 2020 are not likely to take effect until August of 2020 and we will continue to make cash deposits at the existing rates. For additional information, refer to the section titled “Discussion & Analysis of Annual Results by Product Segment - Lumber - Softwood Lumber Dispute” in our 2019 Management’s Discussion & Analysis.

Results Compared to Previous Periods

($ millions except earnings per share (“EPS”))	Q4-19			Q3-19			YTD-19			Q4-18		YTD-18
Sales		1,129			1,190			4,877			1,274		6,118
Adjusted EBITDA1		80			55			301			120		1,538
Operating earnings		(31	)		(54	)		(159	)		15		1,072
Earnings		(42	)		(45	)		(150	)		29		810
Basic EPS ($)		(0.61	)		(0.65	)		(2.18	)		0.42		10.88
Adjusted Earnings1		(11	)		(15	)		(21	)		43		945
Adjusted basic EPS ($)1		(0.16	)		(0.22	)		(0.31	)		0.63		12.70

1. In this News Release, reference is made to Adjusted EBITDA, Adjusted earnings and Adjusted basic EPS (collectively “these measures”). We believe that, in addition to earnings, these measures are useful performance indicators. None of these measures is a generally accepted earnings measure under International Financial Reporting Standards (“IFRS”) and none has a standardized meaning prescribed by IFRS. Investors are cautioned that these measures should not be considered as an alternative to earnings, EPS or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these measures may not be directly comparable to similarly titled measures used by other entities. Reconciliations of our Non-IFRS measures to our earnings statement are shown in the various tables of our year-end 2019 Management’s Discussion & Analysis.

Operational results

Our lumber segment generated an operating loss of $23 million (Q3-19 - $53 million loss) and Adjusted EBITDA of $69 million (Q3-19 - $39 million). This quarter’s results were favorably impacted by an increase in lumber prices, cost controls around log procurement, variable operating schedules and the impact of the closure of our Chasm, B.C. lumber facility in the prior quarter. Realized lumber prices improved slightly from the third quarter which impacted Adjusted EBITDA for the segment by $13 million. Lumber shipments declined approximately 10% from the third quarter due to variable operating schedules, shift reductions, mill closures and holidays in the fourth quarter. The decline in shipment volumes negatively impacted Adjusted EBITDA by $8 million compared to the third quarter of 2019. A higher proportion of our lumber shipments came from Alberta and the U.S. South in the fourth quarter compared to the third quarter.

Our panels segment generated operating earnings in the quarter of $8 million (Q3-19 - $9 million) and Adjusted EBITDA of $13 million (Q3-19 - $13 million). Increased plywood volumes and lower costs were not able to fully offset lower plywood pricing, and reduced MDF and LVL volumes.

Our pulp & paper segment generated an operating loss of $12 million (Q3-19 - $8 million loss) and an Adjusted EBITDA loss of $1 million (Q3-19 - $3 million income). BCTMP and NBSK shipments improved partially mitigating the fall in pulp prices.

Outlook

The fourth quarter was a slight improvement over the prior two quarters in what has been a very difficult year.

We expect lumber production for 2020 to increase by approximately 350 MMFBM over 2019 production and reach approximately 6,250 MMFBM. Pulp production is expected to be slightly improved in 2020. Capital expenditure is planned to be in the range of $275 to $325 million with a large portion of that dedicated to the Dudley complex. Our focus in 2020 is on realizing the benefits of the capital that we have deployed to our operations in the last two years. Log costs have shown signs of starting to moderate in B.C. but remain well above historical levels and it will likely take until 2021 for stumpage to change materially in B.C.

Recent U.S. new housing data has been encouraging and with the significant reduction of capacity in B.C. over the past year, supply and demand may be in better balance going forward. We remain convinced of potential for further improvement in all our operations. Our consistent business approach, diversified operating footprint, continued reinvestment in our business and development of high-performance teams puts us in a strong position to compete in our sector and product markets.

Annual Financial Statements and Management’s Discussion & Analysis (“MD&A”)

The Company’s consolidated financial statements for the year ended December 31, 2019 and related MD&A is available on the Company’s website: www.westfraser.com and on the System for Electronic Document Analysis and Retrieval at www.sedar.com under the Company’s profile.

Dividend Declared

The Board of Directors of the Company has declared a dividend of $0.20 per share on the Common

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shares and the Class B Common shares in the capital of the Company, payable on April 2, 2020 to shareholders of record on March 18, 2020.

Dividends are designated to be eligible dividends pursuant to subsection 89(14) of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

Forward-Looking Statements

This Report contains historical information, descriptions of current circumstances and statements about potential future developments. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Forward-looking statements include reference to the “anticipated start up of the Dudley, Georgia mill” and are included under the heading “Outlook.” Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual Management’s Discussion & Analysis under “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws.

Conference Call

Investors are invited to listen to the quarterly conference call on Wednesday, February 12, 2020 at 8:30 a.m. Pacific Time (11:30 a.m. Eastern Time) by dialing 1-888-390-0546 (toll-free North America). The call and an earnings presentation may also be accessed through West Fraser’s website at www.westfraser.com.

West Fraser Timber Co. Ltd.

Condensed Consolidated Balance Sheets

(in millions of Canadian dollars, except where indicated - unaudited)

	December 31		December 31
	2019		2018
Assets
Current assets
Cash and short-term investments	$	16	$	160
Receivables		258		332
Income taxes receivable		135		48
Inventories (note 4)		729		791
Prepaid expenses		9		14
		1,147		1,345
Property, plant and equipment		2,140		2,056
Timber licences		493		513
Goodwill and other intangibles		772		767
Export duty deposits (note 9)		80		75
Other assets		26		32
Deferred income tax assets		10		3
	$	4,668	$	4,791
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	16	$	13
Operating loans		374		61
Payables and accrued liabilities		396		448
Current portion of long-term debt		10		—
Current portion of reforestation and decommissioning obligations		41		39
Income taxes payable		—		34

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		837		595
Long-term debt		650		692
Other liabilities		454		316
Deferred income tax liabilities		253		292
		2,194		1,895
Shareholders’ Equity
Share capital		483		491
Accumulated other comprehensive earnings		132		170
Retained earnings		1,859		2,235
		2,474		2,896
	$	4,668	$	4,791

Number of Common shares and Class B Common shares outstanding at February 11, 2020 was 68,663,807.

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions of Canadian dollars, except where indicated - unaudited)

	October 1 to December 31						January 1 to December 31
	2019			2018			2019			2018
Share capital
Balance - beginning of period	$	483		$	503		$	491		$	549
Issuance of Common shares		—			1			1			1
Repurchase of Common shares		—			(13	)		(9	)		(59	)
Balance - end of period	$	483		$	491		$	483		$	491
Accumulated other comprehensive earnings
Balance - beginning of period	$	146		$	129		$	170		$	108
Translation gain (loss) on foreign operations		(14	)		41			(38	)		62
Balance - end of period	$	132		$	170		$	132		$	170
Retained earnings
Balance - beginning of period	$	1,952		$	2,354		$	2,235		$	2,069
Actuarial gain (loss) on post-retirement benefits		(37	)		(28	)		(99	)		24
Repurchase of Common shares		—			(106	)		(72	)		(617	)
Earnings for the period		(42	)		29			(150	)		810
Dividends		(14	)		(14	)		(55	)		(51	)
Balance - end of period	$	1,859		$	2,235		$	1,859		$	2,235
Shareholders’ Equity	$	2,474		$	2,896		$	2,474		$	2,896

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Earnings and Comprehensive Earnings

(in millions of Canadian dollars, except where indicated - unaudited)

	October 1 to December 31						January 1 to December 31
	2019			2018			2019			2018
Sales	$	1,129		$	1,274		$	4,877		$	6,118
Costs and expenses
Cost of products sold		830			917			3,652			3,617
Freight and other distribution costs		166			174			713			732
Export duties (note 9)		35			37			162			202
Amortization		66			69			259			257
Selling, general and administration		53			63			211			231
Equity-based compensation		2			(1	)		6			7
Restructuring and impairment charges		8			—			33			—
		1,160			1,259			5,036			5,046
Operating earnings		(31	)		15			(159	)		1,072
Finance expense		(13	)		(9	)		(49	)		(37	)
Other (note 5)		(2	)		22			(11	)		37
Earnings before tax		(46	)		28			(219	)		1,072
Tax recovery (provision) (note 6)		4			1			69			(262	)
Earnings	$	(42	)	$	29		$	(150	)	$	810
Earnings per share (dollars) (note 7)
Basic	$	(0.61	)	$	0.42		$	(2.18	)	$	10.88
Diluted	$	(0.61	)	$	0.29		$	(2.34	)	$	10.62

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Comprehensive earnings
Earnings	$	(42	)	$	29		$	(150	)	$	810
Other comprehensive earnings
Translation gain (loss) on foreign operations		(14	)		41			(38	)		62
Actuarial gain (loss) on post-retirement benefits		(37	)		(28	)		(99	)		24
Comprehensive earnings	$	(93	)	$	42		$	(287	)	$	896

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Cash Flows

(in millions of Canadian dollars, except where indicated - unaudited)

	October 1 to December 31						January 1 to December 31
	2019			2018			2019			2018
Cash provided by (used in)
Operating activities
Earnings	$	(42	)	$	29		$	(150	)	$	810
Adjustments
Amortization		66			69			259			257
Restructuring and impairment charges		8			—			33			—
Restructuring charges paid		(1	)		—			(7	)		—
Finance expense		13			9			49			37
Foreign exchange loss (gain) on long-term financing		1			(6	)		3			(10	)
Foreign exchange loss (gain) on export duty deposits		2			(4	)		4			(5	)
Export duty deposits		(3	)		(5	)		(5	)		(31	)
Post-retirement expense		20			24			80			84
Contributions to post-retirement benefit plans		(24	)		(24	)		(85	)		(103	)
Tax provision (recovery)		(4	)		(1	)		(69	)		262
Income taxes received (paid)		23			(41	)		(62	)		(316	)
Other		2			8			—			(2	)
Changes in non-cash working capital
Receivables		38			72			70			39
Inventories		(76	)		(77	)		51			(105	)
Prepaid expenses		9			7			5			(3	)
Payables and accrued liabilities		8			(48	)		(61	)		(5	)
		40			12			115			909
Financing activities
Proceeds from operating loans		61			63			314			63
Finance expense paid		(16	)		(12	)		(43	)		(32	)
Repurchase of Common shares		—			(118	)		(81	)		(675	)
Dividends and other		(14	)		(14	)		(60	)		(37	)
		31			(81	)		130			(681	)
Investing activities
Additions to capital assets		(87	)		(86	)		(410	)		(370	)
Government assistance		—			1			5			6
Proceeds from disposal of capital assets		2			10			14			11
Other		(2	)		(1	)		—			(1	)
		(87	)		(76	)		(391	)		(354	)
Change in cash		(16	)		(145	)		(146	)		(126	)
Foreign exchange effect on cash		3			10			(1	)		15
Cash - beginning of period		13			282			147			258
Cash - end of period	$	—		$	147		$	—		$	147
Cash consists of
Cash and short-term investments							$	16		$	160
Cheques issued in excess of funds on deposit								(16	)		(13	)
							$	—		$	147

West Fraser Timber Co. Ltd.

Notes to Condensed Consolidated Interim Financial Statements

(figures are in millions of dollars, except where indicated - unaudited)

1. Nature of operations

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and

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energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation and statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board and use the same accounting policies and methods of their application as the December 31, 2019 annual audited consolidated financial statements. These condensed consolidated interim financial statements should be read in conjunction with our 2019 annual audited consolidated financial statements.

3. Seasonality of operations

Our operating results are subject to seasonal fluctuations that impact quarter-to-quarter comparisons. Log availability has a direct impact on our operations. We build up log inventory in Canada during the winter to sustain our lumber and plywood production during the second quarter when logging is curtailed due to wet land conditions. Extreme weather conditions, wildfires in Western Canada and hurricanes in the U.S. South may periodically affect operations including logging, manufacturing and transportation. Consequently, interim operating results may not proportionately reflect operating results for a full year.

4. Inventories

Inventories at December 31, 2019 were written down by $39 million (September 30, 2019 - $46 million; December 31, 2018 - $30 million) to reflect net realizable value being lower than cost.

5. Other

	October 1 to December 31						January 1 to December 31
	2019			2018			2019			2018
Foreign exchange gain (loss) on working capital	$	(3	)	$	9		$	(7	)	$	13
Foreign exchange gain (loss) on intercompany financing1		(14	)		41			(36	)		65
Foreign exchange gain (loss) on long-term debt		13			(35	)		33			(55	)
Foreign exchange gain (loss) on export duty deposits receivable		(2	)		4			(4	)		5
Insurance gain on disposal of equipment2		—			—			4			—
Gain on disposal of intangible assets and gain on sale of lumber futures		—			4			1			11
Other		4			(1	)		(2	)		(2	)
	$	(2	)	$	22		$	(11	)	$	37

1. Relates to US$550 million (2018 - US$600 million from January to mid-December and US$550 million thereafter) of financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

2. Represents the insurance gain of $4 million related to the 2017 involuntary disposal of equipment at our 50%-owned NBSK plant in Quesnel, British Columbia.

6. Tax provision

The tax provision differs from the amount that would have resulted from applying the British Columbia statutory income tax rate to earnings before tax as follows:

	October 1 to December 31						January 1 to December 31
	2019			2018			2019			2018
Income tax recovery (expense) at statutory rate of 27%	$	12		$	(7	)	$	59		$	(289	)
Non-taxable amounts		(1	)		2			2			2
Rate differentials between jurisdictions and on specified activities		(1	)		2			(3	)		20
Decrease in Alberta provincial tax rate1		1			—			18			—
Other		(7	)		4			(7	)		5

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Tax recovery (provision) $ 4 $ 1 $ 69 $ (262 ) 

1. Represents the re-measurement of deferred income tax assets and liabilities for the 2019 Alberta rate change from 12% to 8% over the next four years.

7. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding.

Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the calculation is anti-dilutive and diluted earnings per share are deemed to be the same as basic earnings per share.

	October 1 to December 31						January 1 to December 31
	2019			2018			2019			2018
Earnings
Basic	$	(42	)	$	29		$	(150	)	$	810
Share option expense (recovery)		3			(9	)		(8	)		(9	)
Equity-settled share option adjustment		—			—			(4	)		(3	)
Diluted	$	(39	)	$	20		$	(162	)	$	798
Weighted average number of shares (thousands)
Basic		68,661			70,346			68,882			74,451
Share options		232			482			290			652
Diluted		68,893			70,828			69,172			75,103
Earnings per share (dollars)
Basic	$	(0.61	)	$	0.42		$	(2.18	)	$	10.88
Diluted	$	(0.61	)	$	0.29		$	(2.34	)	$	10.62

8. Segmented information

The table below provides a reconciliation of our non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
October 1, 2019 to December 31, 2019
Sales
To external customers	$	757		$	140		$	232		$	—		$	1,129
To other segments		28			2			—			(30	)		—
	$	785		$	142		$	232		$	(30	)	$	1,129
Cost of products sold		(573	)		(108	)		(179	)		30			(830	)
Freight and other distribution costs		(106	)		(15	)		(44	)		(1	)		(166	)
Selling, general and administration		(37	)		(6	)		(10	)		—			(53	)
Adjusted EBITDA	$	69		$	13		$	(1	)	$	(1	)	$	80
Export duties		(35	)		—			—			—			(35	)
Equity-based compensation		—			—			—			(2	)		(2	)
Amortization		(49	)		(5	)		(11	)		(1	)		(66	)
Restructuring and impairment charges		(8	)		—			—			—			(8	)
Operating earnings	$	(23	)	$	8		$	(12	)	$	(4	)	$	(31	)
Finance expense		(10	)		(1	)		(3	)		1			(13	)
Other		(4	)		—			3			(1	)		(2	)
Earnings before tax	$	(37	)	$	7		$	(12	)	$	(4	)	$	(46	)
October 1, 2018 to December 31, 2018

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Sales
To external customers	$	858		$	148		$	268		$	—		$	1,274
To other segments		40			3			—			(43	)		—
	$	898		$	151		$	268		$	(43	)	$	1,274
Cost of products sold		(669	)		(120	)		(171	)		43			(917	)
Freight and other distribution costs		(120	)		(15	)		(39	)		—			(174	)
Selling, general and administration		(41	)		(7	)		(11	)		(4	)		(63	)
Adjusted EBITDA	$	68		$	9		$	47		$	(4	)	$	120
Export duties		(37	)		—			—			—			(37	)
Equity-based compensation		—			—			—			1			1
Amortization		(53	)		(5	)		(11	)		—			(69	)
Operating earnings	$	(22	)	$	4		$	36		$	(3	)	$	15
Finance expense		(6	)		—			(3	)		—			(9	)
Other		10			—			7			5			22
Earnings before tax	$	(18	)	$	4		$	40		$	2		$	28

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
January 1, 2019 to December 31, 2019
Sales
To external customers	$	3,317		$	594		$	966		$	—		$	4,877
To other segments		125			11			—			(136	)		—
	$	3,442		$	605		$	966		$	(136	)	$	4,877
Cost of products sold		(2,588	)		(466	)		(734	)		136			(3,652	)
Freight and other distribution costs		(477	)		(63	)		(173	)		—			(713	)
Selling, general and administration		(146	)		(25	)		(39	)		(1	)		(211	)
Adjusted EBITDA	$	231		$	51		$	20		$	(1	)	$	301
Export duties		(162	)		—			—			—			(162	)
Equity-based compensation		—			—			—			(6	)		(6	)
Amortization		(196	)		(16	)		(43	)		(4	)		(259	)
Restructuring and impairment charges		(33	)		—			—			—			(33	)
Operating earnings	$	(160	)	$	35		$	(23	)	$	(11	)	$	(159	)
Finance expense		(35	)		(4	)		(10	)		—			(49	)
Other		(7	)		—			4			(8	)		(11	)
Earnings before tax	$	(202	)	$	31		$	(29	)	$	(19	)	$	(219	)
January 1, 2018 to December 31, 2018
Sales
To external customers	$	4,291		$	664		$	1,163		$	—		$	6,118
To other segments		165			12			—			(177	)		—
	$	4,456		$	676		$	1,163		$	(177	)	$	6,118
Cost of products sold		(2,635	)		(461	)		(698	)		177			(3,617	)
Freight and other distribution costs		(503	)		(63	)		(166	)		—			(732	)
Selling, general and administration		(162	)		(25	)		(41	)		(3	)		(231	)
Adjusted EBITDA	$	1,156		$	127		$	258		$	(3	)	$	1,538
Export duties		(202	)		—			—			—			(202	)
Equity-based compensation		—			—			—			(7	)		(7	)
Amortization		(196	)		(15	)		(44	)		(2	)		(257	)
Operating earnings	$	758		$	112		$	214		$	(12	)	$	1,072
Finance expense		(25	)		(2	)		(10	)		—			(37	)
Other		20			—			11			6			37
Earnings before tax	$	753		$	110		$	215		$	(6	)	$	1,072

The geographic distribution of external sales is as follows¹:

	October 1 to December 31				January 1 to December 31
	2019		2018		2019		2018
Canada	$	213	$	269	$	979	$	1,239
United States		684		723		2,890		3,661
China		153		191		650		734
Other Asia		71		83		321		442
Other		8		8		37		42
	$	1,129	$	1,274	$	4,877	$	6,118

1. Sales distribution is based on the location of product delivery.

9. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against

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Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and as a result have received unique company specific rates.

Additional details can be found in Note 27 “Countervailing (“CVD”) and antidumping (“ADD”) duty dispute” of our 2019 annual audited consolidated financial statements.

Export duties incurred in the period are as follows:

	October 1 to December 31				January 1 to December 31
	2019		2018		2019		2018
Countervailing duties	$	29	$	33	$	127	$	178
Antidumping duties		9		9		40		55
Total	$	38	$	42	$	167	$	233

Recognized in the financial statements as:

	October 1 to December 31				January 1 to December 31
	2019		2018		2019		2018
Export duties recognized as expense in consolidated statements of earnings	$	35	$	37	$	162	$	202
Export duties recognized as export duty deposits receivable in consolidated balance sheets		3		5		5		31
Total	$	38	$	42	$	167	$	233

As at December 31, 2019, export duties paid and payable on deposit with the USDOC are US$275 million for CVD and US$98 million for ADD for a total of US$373 million.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/February2020/11/c9488.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 11-FEB-20

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EX-99.8

Exhibit 99.8

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting (the “Meeting”) of Shareholders of WEST FRASER TIMBER CO. LTD. (the “Company”) will be held at 1250 Brownmiller Road, Quesnel, B.C. on April 21, 2020 at 11:30 a.m., local time, for the following purposes:

1. to receive the consolidated financial statements of the Company for its fiscal year ended December 31, 2019, together with the auditor’s report on them;

2. to elect the directors of the Company to hold office until the close of the next annual general meeting;

3. to appoint an auditor of the Company to serve until the close of the next annual general meeting and to authorize the directors to fix the auditor’s remuneration;

4. to consider an advisory (non-binding) resolution on the Company’s approach to executive compensation, as more particularly set out in the section of the Information Circular entitled “Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”;

5. to consider any amendment to or variation of any matter identified in this Notice; and

6. to transact such other business as may properly come before the Meeting or any adjournment of it.

A copy of the Annual Report of the Company for the year ended December 31, 2019 will accompany this Notice for those Shareholders that have requested a copy of the Annual Report. The Annual Report can be found on our website (www.westfraser.com) and can also be found on SEDAR (www.sedar.com). The Annual Report includes the consolidated financial statements and the auditor’s report.

Shareholders registered at the close of business on March 2, 2020 will be entitled to receive this Notice and to vote at the Meeting.

INFORMATION ON NOTICE AND ACCESS

(You have not been sent a physical copy of the Information Circular.)

General Information

The Company has prepared this Notice of Meeting, the Information Circular and a form of proxy relating to the Meeting, and the Information Circular contains details of the matters to be considered at the Meeting. This Notice of Meeting has been prepared and mailed to you under the notice and access rules that came into effect on February 11, 2013 pursuant to applicable Canadian securities laws. Notice and access enables issuers to reduce the volume of materials that must be physically mailed to shareholders by posting the Information Circular and related materials on the internet. Please call AST Trust Company (Canada) toll- free at 1-800-387-0825 if you have any questions about notice and access.

How to Access the Information Circular and Obtain a Physical Copy

The Information Circular and related materials are available under the Company’s profile at www.sedar.com and on the Company’s website at www.westfraser.com. Shareholders are reminded to review these online materials in connection with the Meeting and before voting. Shareholders may obtain a physical copy of the Information Circular by: 1) calling the Company’s transfer agent, AST Trust

Company (Canada), toll free at 1-888-433-6443; or 2) emailing a request to AST Trust Company (Canada) at fulfilment@astfinancial.com. A request for a physical copy of the Information Circular should be sent sufficiently in advance so that it is received by the Transfer Agent by April 6, 2020, in order to allow sufficient time for the Shareholder to receive the physical copy of the Information Circular and return the proxy by its due date.

Proxies and Voting Instruction Forms (VIFs)

Registered Shareholders have received a form of proxy with this Notice of Meeting. The deadline for submitting proxies is 11:30 a.m. (Vancouver time) on April 17, 2020. Please complete, date and sign the proxy and deliver it before that deadline in accordance with the instructions set out in the proxy and Information Circular.

Non-registered Shareholders (beneficial owners) have received a voting instructions form (“VIF”) with this Notice of Meeting. The deadline for returning VIFs is specified in the VIF itself. VIFs, whether provided by the Company or an intermediary, should be completed and returned in accordance with the specific instructions, and by the deadline specified, in the VIF. Please ensure you carefully follow the instructions set out in the VIF, including those specifying where and when the VIF is to be returned.

Please review the Information Circular before completing your proxy or VIF, as the Information Circular contains additional information about each matter to be voted on at the Meeting. The following guide will assist you in locating the relevant disclosure for each matter.

For disclosure about:	Refer to the following section(s) in the Information Circular
•  the election of directors	“Information regarding Nominees for Election as Directors”
•  the appointment of the Company’s auditor	“Appointment of the Auditor”
•  the approval of the Company’s approach to executive compensation	“Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”

A Shareholder who is unable to attend the Meeting in person and who wishes to ensure that such Shareholder’s shares are voted at the Meeting must complete, date and sign an acceptable form of proxy and deliver it by hand or by mail in accordance with the instructions set out in the enclosed form of proxy and in the Information Circular.

DATED at Vancouver, B.C., March 6, 2020.

BY ORDER OF THE BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

EX-99.9

Exhibit 99.9

West Fraser Timber Co. Ltd.

Notice of Annual

Meeting of Shareholders

To Be Held April 21, 2020

Information Circular

Your Participation is Important

Please Take the Time to Vote

WHAT’S INSIDE:

INVITATION TO SHAREHOLDERS	2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	3
INFORMATION CIRCULAR	5
DEFINITIONS	5
VOTING AND PROXIES: QUESTIONS AND ANSWERS	7
VOTING BY NON-REGISTERED SHAREHOLDERS	10
BUSINESS TO BE TRANSACTED AT THE MEETING	11
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS	12
BOARD RENEWAL	19
DIRECTOR COMPENSATION	22
VOTING SECURITIES, PRINCIPAL SHAREHOLDERS AND NORMAL COURSE ISSUER BID	24
APPOINTMENT OF THE AUDITOR	25
ADVISORY RESOLUTION ON THE COMPANY’S APPROACH TO EXECUTIVE COMPENSATION (SAY ON PAY)	26
OUR CORPORATE GOVERNANCE POLICIES AND PROCEDURES	26
GOVERNANCE POLICY	26
CHAIRMAN OF THE BOARD	27
LEAD DIRECTOR	27
GOVERNANCE & NOMINATING COMMITTEE	27
MAJORITY VOTING POLICY	28
ADVANCE NOTICE POLICY	28
CODE OF CONDUCT	28
CHARTERS	29
MINIMUM EQUITY HOLDING	30
MANDATE OF THE BOARD	30
CORPORATE DISCLOSURE POLICY	31
AUDIT COMMITTEE	31
DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD	32
SHAREHOLDER FEEDBACK AND CONCERNS	32
EXPECTATIONS OF MANAGEMENT	33
COMPOSITION OF THE BOARD	34
DIVERSITY POLICY	36
SERVING ON OTHER BOARDS	37
COMMITTEES OF THE BOARD	37
ORIENTATION PROGRAM AND CONTINUING EDUCATION	39
PERFORMANCE REVIEWS	41
MEETING ATTENDANCE RECORD	41
EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS	42
REPORT ON EXECUTIVE COMPENSATION	43
PERFORMANCE GRAPH	52
EXECUTIVE COMPENSATION	53
OPTION GRANTS	55
RS UNITS AND PS UNITS	59
PENSION PLANS	61
SEVERANCE AND CHANGE OF CONTROL AGREEMENTS	63
DIRECTORS’ COMPENSATION AND HOLDINGS	63
INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES	63
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	64
ADDITIONAL INFORMATION	64

INVITATION TO SHAREHOLDERS

Dear Shareholders:

You are invited to attend the Annual Meeting of Shareholders of West Fraser Timber Co. Ltd., which will take place on April 21, 2020 at 11:30 a.m., local time, at 1250 Brownmiller Road, Quesnel, B.C.

The items of business to be considered at the Meeting are described in the accompanying Notice of Annual Meeting and Information Circular.

Your participation and views are very important to us. You are encouraged to vote, which can be done by following the instructions enclosed with these materials.

At the Meeting, in addition to dealing with the matters described in the Notice, I will review the affairs of the Company. Also, you will have an opportunity to ask questions and to meet the Company’s Directors and management representatives.

All of our public documents, including the 2019 Annual Report and Quarterly Reports, are available on our website at www.westfraser.com. You are encouraged to access our website during the year for continuous disclosure items, including news releases and investor presentations.

I look forward to seeing you at the Meeting.

Yours sincerely,

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting (the “Meeting”) of Shareholders of WEST FRASER TIMBER CO. LTD. (the “Company”) will be held at 1250 Brownmiller Road, Quesnel, B.C. on April 21, 2020 at 11:30 a.m., local time, for the following purposes:

1. to receive the consolidated financial statements of the Company for its fiscal year ended December 31, 2019, together with the auditor’s report on them;

2. to elect the directors of the Company to hold office until the close of the next annual general meeting;

3. to appoint an auditor of the Company to serve until the close of the next annual general meeting and to authorize the directors to fix the auditor’s remuneration;

4. to consider an advisory (non-binding) resolution on the Company’s approach to executive compensation, as more particularly set out in the section of the Information Circular entitled “Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”;

5. to consider any amendment to or variation of any matter identified in this Notice; and

6. to transact such other business as may properly come before the Meeting or any adjournment of it.

A copy of the Annual Report of the Company for the year ended December 31, 2019 will accompany this Notice for those Shareholders that have requested a copy of the Annual Report. The Annual Report can be found on our website (www.westfraser.com) and can also be found on SEDAR (www.sedar.com). The Annual Report includes the consolidated financial statements and the auditor’s report.

Shareholders registered at the close of business on March 2, 2020 will be entitled to receive this Notice and to vote at the Meeting.

INFORMATION ON NOTICE AND ACCESS

(You have not been sent a physical copy of the Information Circular.)

General Information

The Company has prepared this Notice of Meeting, the Information Circular and a form of proxy relating to the Meeting, and the Information Circular contains details of the matters to be considered at the Meeting. This Notice of Meeting has been prepared and mailed to you under the notice and access rules that came into effect on February 11, 2013 pursuant to applicable Canadian securities laws. Notice and access enables issuers to reduce the volume of materials that must be physically mailed to shareholders by posting the Information Circular and related materials on the internet. Please call AST Trust Company (Canada) toll-free at 1-800-387-0825 if you have any questions about notice and access.

How to Access the Information Circular and Obtain a Physical Copy

The Information Circular and related materials are available under the Company’s profile at www.sedar.com and on the Company’s website at www.westfraser.com. Shareholders are reminded to review these online materials in connection with the Meeting and before voting. Shareholders may obtain a physical copy of the Information Circular by: 1) calling the Company’s transfer agent, AST Trust

- 3 -

Company (Canada), toll free at 1-888-433-6443; or 2) emailing a request to AST Trust Company (Canada) at fulfilment@astfinancial.com. A request for a physical copy of the Information Circular should be sent sufficiently in advance so that it is received by the Transfer Agent by April 6, 2020, in order to allow sufficient time for the Shareholder to receive the physical copy of the Information Circular and return the proxy by its due date.

Proxies and Voting Instruction Forms (VIFs)

Registered Shareholders have received a form of proxy with this Notice of Meeting. The deadline for submitting proxies is 11:30 a.m. (Vancouver time) on April 17, 2020. Please complete, date and sign the proxy and deliver it before that deadline in accordance with the instructions set out in the proxy and Information Circular.

Non-registered Shareholders (beneficial owners) have received a voting instructions form (“VIF”) with this Notice of Meeting. The deadline for returning VIFs is specified in the VIF itself. VIFs, whether provided by the Company or an intermediary, should be completed and returned in accordance with the specific instructions, and by the deadline specified, in the VIF. Please ensure you carefully follow the instructions set out in the VIF, including those specifying where and when the VIF is to be returned.

Please review the Information Circular before completing your proxy or VIF, as the Information Circular contains additional information about each matter to be voted on at the Meeting. The following guide will assist you in locating the relevant disclosure for each matter.

For disclosure about:	Refer to the following section(s) in the Information Circular
•  the election of directors	“Information regarding Nominees for Election as Directors”
•  the appointment of the Company’s auditor	“Appointment of the Auditor”
•  the approval of the Company’s approach to executive compensation	“Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”

A Shareholder who is unable to attend the Meeting in person and who wishes to ensure that such Shareholder’s shares are voted at the Meeting must complete, date and sign an acceptable form of proxy and deliver it by hand or by mail in accordance with the instructions set out in the enclosed form of proxy and in the Information Circular.

DATED at Vancouver, B.C., March 6, 2020.

BY ORDER OF THE BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

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INFORMATION CIRCULAR

(As of February 14, 2020, except as otherwise provided)

This Circular is furnished in connection with the solicitation of proxies by the Board of Directors and management of West Fraser for use at the Annual Meeting of Shareholders to be held at 1250 Brownmiller Road, Quesnel, B.C. on April 21, 2020 (and at any adjournment thereof) for the purposes set out in the attached Notice of Annual Meeting of Shareholders.

All references to the number of West Fraser shares, share prices, earnings per share, options, and other equity-based incentives reflect the payment and adjustments resulting from the Stock Dividend applied retroactively to all comparative periods.

DEFINITIONS

Unless stated otherwise, in this Circular

“AST Trust” means AST Trust Company (Canada), our transfer agent,

“Auditor” means our external auditor, currently PricewaterhouseCoopers LLP,

“Board” or “Board of Directors” means our board of Directors,

“Circular” means this information circular,

“Committees” means the committees of the Board,

“Director” means a director of the Company,

“DSU Plan” means our Director Deferred Share Unit Plan,

“DS Unit” means a Deferred Share Unit granted under our DSU Plan,

“Governance Committee” means the Governance & Nominating Committee of the Board,

“HR&C Committee” means the Human Resources & Compensation Committee of the Board,

“Meeting” means the Annual Meeting of Shareholders to be held on April 21, 2020 and any adjournment of it,

“Notice” means the attached Notice of Annual Meeting of Shareholders,

“Options” means share purchase options granted under the Stock Option Plan,

“Phantom Share Unit Plan” means the plan described as such on page 46 of this Circular,

“PS Unit” means a performance share unit granted under our Phantom Share Unit Plan,

“ROSE” has the meaning set out in “Executive Compensation Discussion & Analysis – Report on Executive Compensation” under the heading “Annual Incentive Bonus Plan” on page 44,

“RS Unit” means a restricted share unit granted under our Phantom Share Unit Plan,

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“Share” means a Common share or a Class B Common share in the capital of West Fraser,

“Shareholder” means an owner of any Share,

“Stock Dividend” means the stock dividend of one Common share declared and issued in respect of each issued and outstanding Common share and each issued and outstanding Class B Common share in the capital of the Company and paid to Shareholders on January 13, 2014,

“Stock Option Plan” means our Stock Option Plan, as amended,

“$” means Canadian dollars, and

“West Fraser”, “Company”, “we”, “us” and “our” mean West Fraser Timber Co. Ltd.

- 6 -

VOTING AND PROXIES: QUESTIONS AND ANSWERS

Your vote is important. Good corporate governance begins with shareholder participation. If you cannot attend the Meeting or if you plan to attend but prefer the convenience of voting in advance, we encourage you to exercise your vote using either of the voting methods described below. Please read the following for answers to commonly asked questions regarding voting and proxies.

If your Shares are held in a street form or in a brokerage account, you may not be a registered Shareholder. Please refer to “Voting by Non-Registered Shareholders” on page 10 for a description of the procedure to be followed to vote your Shares.

Q. Am I entitled to vote?

A. You are entitled to vote if you were a registered Shareholder as of the close of business on March 2, 2020. Each Share entitles the holder to one vote.

Q. What am I voting on?

A. The following matters:

• the election of Directors to the Board of Directors to hold office until the close of the next annual general meeting;

• the appointment of PricewaterhouseCoopers LLP as our auditor until the close of the next annual general meeting, at a remuneration to be fixed by the Directors; and

• the advisory (non-binding) resolution on the Company’s approach to executive compensation.

Q. What if amendments are made to these matters or if other matters are brought before the Meeting?

A. If you attend the Meeting in person and are eligible to vote, you may vote on such matters as you choose.

If you have completed and returned a proxy in the form enclosed, the persons named in it will have discretionary authority with respect to amendments or variations to matters identified in the Notice and to other matters which properly come before the Meeting. If any other matter properly comes before the Meeting, the persons so named will vote on it in accordance with their best judgment. As of the date of this Circular, our management does not know of any such amendment, variation or other matter expected to come before the Meeting.

Q. Who is soliciting my proxy?

A. The management of West Fraser is soliciting your proxy. Solicitation of proxies is done primarily by mail, supplemented by telephone or other contact, by Company employees, and the Company bears all associated costs.

This Circular is prepared under the notice and access rules that came into effect on February 11, 2013 pursuant to applicable Canadian securities laws. Accordingly, this Circular is being posted on the internet instead of being sent to either registered or Beneficial Shareholders. This Circular and related materials are available under the Company’s profile at www.sedar.com and on the Company’s website at

- 7 -

www.westfraser.com. Shareholders are reminded to review these online materials in connection with the Meeting and before voting. Shareholders may obtain a physical copy of this Circular by: 1) calling the Company’s transfer agent, AST Trust Company (Canada), toll free at 1-888-433-6443; or 2) emailing a request to AST Trust Company (Canada) at fulfilment@astfinancial.com. A request for a physical copy of this Circular should be sent sufficiently in advance so that it is received by the Transfer Agent by April 6, 2020, in order to allow sufficient time for the Shareholder to receive the physical copy of this Circular and return the proxy by its due date.

Q. How do I vote?

A. 1) If your Shares are not registered in your name, please see “Voting by Non-Registered Shareholders” on page 10.

2) If you are a registered Shareholder there are two ways that you may vote your Shares:

(a) you may vote in person at the Meeting; or

(b) you may complete and sign a form of proxy appointing someone to represent you and to vote your Shares at the Meeting.

If a registered Shareholder is a body corporate or association, the form of proxy must be signed by a person duly authorized by that body corporate or association.

Completing, signing and returning a form of proxy will not prevent you from attending the Meeting in person.

As the Company is relying on notice and access provisions of applicable Canadian securities law, the Notice and form of proxy is being sent to Registered Shareholders.

Q. Must I use the enclosed form of proxy?

A. No. If you do not wish to use the enclosed proxy form, you may use any other form of proxy to appoint your proxyholder, although the Company’s Articles require that a form of proxy be substantially in the form enclosed.

Q. Can I appoint someone to vote my Shares other than persons named in the enclosed form of proxy?

A. Yes. Write the name of your chosen person, who need not be a Shareholder, in the blank space provided in the form of proxy. It is important to ensure that any other person you appoint as proxyholder will attend the Meeting, and is aware that his or her appointment has been made to vote your Shares and that he or she should present himself/herself to the scrutineer at the Meeting.

Q. What if my Shares are registered in more than one name or in the name of my company?

A. If your Shares are registered in more than one name, all those registered must sign the form of proxy. If your Shares are registered in the name of your company or any name other than yours, we may require that you provide documentation that proves you are authorized to sign the form of proxy.

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Q. What if I plan to attend the Meeting and vote in person?

A. If you plan to attend the Meeting and wish to vote your Shares in person, you do not need to complete or return a form of proxy. Your vote will be taken and counted at the Meeting. Please register with the scrutineer when you arrive at the Meeting.

If your Shares are not registered in your name, but you wish to attend the Meeting, please see “Voting by Non-Registered Shareholders” on page 10.

Q. What happens when I sign and return a form of proxy?

A. You will have given authority to whoever it appoints as your proxyholder to vote your Shares at the Meeting in accordance with the voting instructions you provide.

Q. What do I do with my completed form of proxy?

A. Return it to our Transfer Agent, AST Trust, at the address set out below so that it arrives no later than 11:30 a.m. (Vancouver time), on April 17, 2020 or, if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned Meeting.

Q. How will my Shares be voted if my proxy is in the enclosed form with no other person named as proxyholder?

A. The persons named in it will vote or withhold from voting your Shares in accordance with your instructions. In the absence of such instructions, however, your Shares will be voted FOR the election of the Directors nominated by management, FOR the appointment of the Auditor, and FOR the advisory resolution on the Company’s approach to executive compensation.

Q. If I change my mind, can I revoke my proxy once I have given it?

A. Yes. If you are a registered Shareholder as of the record date you may revoke your proxy by submitting a proxy with a later date. Any new voting instructions, however, will only take effect if received by our Transfer Agent, AST Trust, at the address set out below no later than 11:30 a.m. (Vancouver time), on April 17, 2020 or, if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned Meeting. If you are a registered Shareholder as of the record date you may also revoke your proxy without providing new voting instructions by delivering a written revocation of proxy executed by you and delivered to McMillan LLP, Suite 1500, 1055 West Georgia Street, Vancouver, B.C., V6E 4N7, Attention: Ravipal Bains, no later than 5:00 p.m. (Vancouver time) on April 20, 2020 or to the individual chairing the Meeting prior to the commencement of the Meeting or any adjournment thereof.

Please note that your participation in person in a vote by ballot at the Meeting would automatically revoke any proxy you have given in respect of the item of business covered by that vote.

If you are not a registered Shareholder, see “Voting by Non-Registered Shareholders” below.

Q. What documents are sent to Shareholders?

A. Registered Shareholders who have provided us with the required request will receive a package of the usual annual corporate documents (our 2019 Annual Report, including the Annual Information Form,

- 9 -

our annual audited consolidated financial statements and auditor’s report and Management’s Discussion & Analysis), along with the Notice and the form of proxy.

Our Circular may be accessed under our profile at www.sedar.com or on our website at www.westfraser.com.

Copies of our Annual Report, including our audited consolidated financial statements, are filed with Canadian securities regulators and are available at www.sedar.com under the Company’s profile and may also be obtained, without charge, on request from the Chief Financial Officer of West Fraser or accessed on our website at www.westfraser.com.

Q. Who are our Principal Shareholders?

A. The Principal Shareholders (persons or companies that beneficially own or exercise control or direction over more than 10% of a class of our outstanding Shares) are set out in this Circular under the heading “Voting Securities, Principal Shareholders and Normal Course Issuer Bid” on page 24.

Q. What if I have other questions?

A. If you have a question regarding the Meeting, please contact our Transfer Agent as set out below or the Chief Financial Officer of West Fraser at (604) 895-2700 or by email at shareholder@westfraser.com.

Q. How can I contact the Transfer Agent?

A. You can contact the Transfer Agent at:

AST Trust Company (Canada)

1600 - 1066 West Hastings Street

Vancouver, B.C. V6E 3X1

Telephone: (416) 682-3860

(toll free throughout North America: 1-800-387-0825)

Facsimile: 1-888-249-6189

Email: inquiries@astfinancial.com

Website: www.astfinancial.com

VOTING BY NON-REGISTERED SHAREHOLDERS

Q. If my Shares are not registered in my name, how do I vote my Shares?

A. Our share register does not list non-registered or beneficial Shareholders. Their Shares are usually held in the name of an intermediary or a “nominee”, such as a trust company, securities broker or other financial institution. If you are a non-registered Shareholder, there are two ways that you can vote your Shares.

1) By providing voting instructions to your nominee

Applicable securities laws require institutional nominees to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive, or have already received with these materials, from your nominee either a request for voting instructions or a form of proxy for the number of Shares you hold.

- 10 -

Every institutional nominee has its own mailing procedures and provides its own signing and return instructions, which you should follow carefully to ensure that your Shares are voted at the Meeting.

As the Company is relying on notice and access provisions of applicable Canadian securities law, the Notice and voting instruction form are being sent to both non-registered Shareholders and beneficial Shareholders.

2) By being appointed and attending the Meeting in person

The Company generally does not have access to the names of its non-registered Shareholders. Therefore, if you attend the Meeting, the Company will have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder.

If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy provided by your nominee to appoint yourself as proxyholder. If you are a non-registered Shareholder and instruct your nominee to appoint yourself as proxyholder, you should present yourself to the scrutineer of the Meeting with appropriate identification.

BUSINESS TO BE TRANSACTED AT THE MEETING

(See Notice of Annual Meeting of Shareholders)

1) Presentation of Financial Statements

The consolidated financial statements of the Company for the year ended December 31, 2019 and the Auditor’s report thereon will be submitted to Shareholders at the Meeting, but no vote with respect to them is required or proposed to be taken. The consolidated financial statements are included in our Annual Report which is being mailed with the Notice to those Shareholders who have provided us with the required request.

2) Election of Directors

The table of nominees on the following pages sets out the name, background and experience of each person proposed to be nominated for election as a Director, as well as other relevant information. Management of the Company recommends the election of the ten nominees set out in the table of nominees to fill the ten positions as Director. The term of office of each current Director will expire at the conclusion of the Meeting. Each Director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company at which a Director is elected, unless the Director’s office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (B.C.).

The Board of Directors has adopted a majority voting policy, which is described on page 28 of this Circular, relating to the election of Directors.

On February 13, 2014, the Board adopted an advance notice policy setting out requirements for Director nominations and elections. On April 29, 2014, our Shareholders approved a special resolution to amend the Company’s Articles to include this advance notice requirement, which is described on page 28 of this Circular.

The Board of Directors may fill vacancies on the Board resulting from the death, resignation or retirement of Directors. As well, the Board is authorized to appoint up to two additional Directors to hold office until not later than the next annual general meeting.

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3) Appointment of Auditor

The Auditor is to be appointed to serve until the close of the next annual general meeting of the Company, and the Directors are to be authorized to fix the Auditor’s remuneration.

The Board of Directors and management of the Company, on the advice of the Audit Committee of the Board, recommend that PricewaterhouseCoopers LLP, Vancouver, Canada, be re-appointed as Auditor, at a remuneration to be fixed by the Board of Directors.

A representative of PricewaterhouseCoopers LLP will be present at the Meeting and will have the opportunity to make a statement if the representative so desires. The representative will also be available to answer questions.

4) Advisory Resolution on our Approach to Executive Compensation (Say on Pay)

Our executive compensation philosophy, policies and programs are based on the fundamental principle of pay-for-performance to align the interests of our executives with those of our Shareholders. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve (on an advisory basis), by way of ordinary resolution, the Company’s approach to executive compensation.

INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS

The following table sets out the name of each person proposed to be nominated for election as a Director, as well as that person’s position in the Company, residence, principal occupation, background, experience, the date that person first became a Director and his or her voting results at the last annual general meeting. Additional information concerning compensation and security holdings of such persons is provided below the following table. All of our current Directors are standing for re-election.

Unless otherwise indicated, the nominee has held the same or similar principal occupation with the organization set out below, or a predecessor of that organization, for the last five years. The information as to principal occupation and securities beneficially owned or controlled by each nominee has been furnished by the nominee and is not within the knowledge of our management.

The following table also sets out committee memberships of the proposed nominees as at February 14, 2020. We have four committees: Audit, Human Resources & Compensation, Health, Safety & Environment, and Governance & Nominating.

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HENRY H. (HANK) KETCHAM Director since September 16, 1985   Age:70   Hank Ketcham resides in Vancouver, B.C., Canada. He is our Chairman of the Board. Mr. Ketcham was our President until April 2012 and retired from the position of Chief Executive Officer effective March 1, 2013 when his title as Chairman of our Board was redesignated as Executive Chairman. Effective April 19, 2016 he became our Chairman of the Board. He is also a director and shareholder of Ketcham Investments, Inc., which owns 5,662,718 Common shares and 1,743,228 Class B Common shares of the Company. Mr. Ketcham has been actively involved with the Company since 1973. He was formerly a director of The Toronto-Dominion Bank.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Forestry/Manufacturing Risk Management Executive Compensation

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		48,641,012		588,343		99

REID E. CARTER Director since April 19, 2016   Age:63   Reid E. Carter resides in West Vancouver, B.C., Canada. He is a corporate director. From 2003 to the end of 2018, Mr. Carter was a Managing Partner at Brookfield Asset Management, Inc., a global asset manager, and was President of Brookfield Timberlands Management LP. In this role, Mr. Carter led the acquisition of approximately 3.5 million acres of private timberlands throughout North America and Brazil as well as the teams responsible for all growth and operations aspects of these businesses. Mr. Carter also served as President and Chief Executive Officer of Acadian Timber Corp. from 2010 to 2015 and its predecessor, Acadian Timber Income Fund, from 2006 to 2010. He served as National Bank Financial’s Paper and Forest Products Analyst between 1996 and 2003. Between 1990 and 1996 he served as a resource analyst with TimberWest Forest Corp. Mr. Carter served as a director of Enercare Inc. until the end of 2019. Mr. Carter holds a combined undergraduate degree in Forestry and Biology and a master’s degree in Forest Soils, both from the University of British Columbia. Mr. Carter is the Chair of the Audit Committee and a member of the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Financial Literacy Forestry/Manufacturing Capital Markets

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		48,662,061		567,294		99

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RAYMOND FERRIS Directors since April 23, 2019   Age:57   Ray Ferris resides in Vancouver, B.C., Canada. Mr. Ferris holds a Bachelor of Science Degree in Engineering from the University of New Brunswick. He is our President and Chief Executive Officer. Before April 19, 2018, Mr. Ferris was our Executive Vice-President and Chief Operating Officer and before February 15, 2016 he was our Vice-President, Wood Products. On April 19, 2018 the Company announced a senior leadership transition plan and Mr. Ferris replaced Mr. Seraphim as President of the Company and on June 30, 2019 Mr. Ferris replaced Mr. Seraphim as Chief Executive Officer following Mr. Seraphim’s retirement from that office.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Forestry/Manufacturing Risk Management Executive Compensation

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		48,645,363		583,992		99

JOHN N. FLOREN Director since April 19, 2016   Age:61   John N. Floren resides in Eastham, Massachusetts, USA. He has been President and Chief Executive Officer of Methanex Corporation since January 2013. Prior to this appointment, Mr. Floren was Senior Vice President, Global Marketing and Logistics of Methanex from June 2005 and, prior to that, Director, Marketing and Logistics, North America from May 2002. He has been an employee of Methanex for approximately 18 years and has worked in the chemical industry for over 30 years. He currently serves as a director of Methanex whose shares are listed for trading on the Toronto Stock Exchange. Mr. Floren holds a Bachelor of Arts in Economics from the University of Manitoba. He also attended the Harvard Business School’s Program for Management Development and has attended the International Executive Program at INSEAD. He also completed the Directors Education Program at the Institute of Corporate Directors. Mr. Floren is the Chair of the Health, Safety & Environment Committee and a member of the Human Resources & Compensation Committee and of the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Forestry/Manufacturing Capital Markets Executive Compensation

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		49,053,249		176,106		99

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BRIAN G. KENNING Director since April 19, 2017   Age:70   Brian G. Kenning resides in Vancouver, B.C., Canada. He is a corporate director. He was a Managing Partner of Brookfield Asset Management, a company involved in the real estate, asset management and power generation sectors, from 1995 to 2005. From 1988 to 2005, Mr. Kenning was also Chairman and Managing Partner of B.C. Pacific Capital Corporation, a Brookfield affiliate active in merchant banking and investing. Over the past ten years, Mr. Kenning has served as Director of a number of public and private corporations. He had served as a director of British Columbia Ferry Services Inc. until May 2019 and had served as a director of Maxar Technologies Ltd. from 2003 to 2019. In addition, Mr. Kenning is a past Governor of the B.C. Business Council and a past Director of the B.C. chapter of the Institute of Corporate Directors. Mr. Kenning graduated from Queen’s University with an MBA in 1973. Mr. Kenning is the Chair of the Human Resources & Compensation Committee and a member of the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Financial Literacy Risk Management Executive Compensation Governance

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		49,112,444		116,911		99

JOHN K. KETCHAM Director since April 28, 2015   Age:58   John K. Ketcham resides in Santa Monica, California. He is a graduate of Tufts University and is currently a real estate developer in Los Angeles. Mr. Ketcham currently owns or controls a total of 991,100 of our Common shares. Previously Mr. Ketcham was a film producer (The Hurricane, starring Denzel Washington) and director. From 1985 to 1992 Mr. Ketcham was a television reporter in Vancouver, B.C. Mr. Ketcham is a member of the Health, Safety & Environment Committee and of the Governance & Nominating Committee.   Key Areas of Expertise and Experience:   Forestry/Manufacturing                                 U.S. Business Experience   Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		48,908,913		320,442		99

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GERALD J. (GERRY) MILLER Director since April 19, 2012   Age:64   Gerry Miller resides in Kelowna, B.C., Canada. He holds a Bachelor of Commerce Degree from the University of B.C. He is a Chartered Professional Accountant who retired from West Fraser on July 31, 2011 after a 25-year career. Mr. Miller was a key member of West Fraser’s senior executive team and served in a number of executive positions including as Executive Vice-President, Pulp & Paper, Executive Vice-President, Operations and Executive Vice-President, Finance and Chief Financial Officer, the position that he held at the time of his retirement. Mr. Miller is also a trustee of Granite Real Estate Investment Trust and a director of Granite REIT Inc. Mr. Miller is a member of the Audit Committee, the Health, Safety & Environment Committee and the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Financial Literacy Forestry/Manufacturing Executive Compensation

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		48,902,977		326,378		99

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ROBERT L. PHILLIPS Director since April 28, 2005   Age:69   Robert L. Phillips resides in Anmore, B.C., Canada. Mr. Phillips holds a B.Sc. (Chemical Engineering) and an LL.B., both from the University of Alberta. Before July 2004, he was President and Chief Executive Officer of the BCR Group of Companies, which was involved in rail transportation and marine terminal operations. Before joining BCR, he was Executive Vice-President, Business Development and Strategy for MacMillan Bloedel Limited, and has held the position of President and Chief Executive Officer of the PTI Group Inc. and Dreco Energy Services Ltd. He was appointed Queen’s Counsel in Alberta in 1991. He is a director of the following public corporations: Canadian National Railway Company, Capital Power Corporation and Canadian Western Bank. On December 31, 2018, Mr. Phillips retired as the Chairman and a director of Maxar Technologies Ltd. (formerly known as MacDonald Dettwiler & Associates Ltd.) and, on January 1, 2019, became a director of Maxar Technologies Inc., its new U.S. parent company. Mr. Phillips has indicated that he will be retiring from the board of Maxar Technologies Inc. in May, 2020 (see “Our Corporate Governance Policies and Procedures – Serving on Other Boards” on page 37). In February 2008 Mr. Phillips was designated by the Board to serve as Lead Director and in that capacity he serves as Chair of the Governance & Nominating Committee. Mr. Phillips is also a member of the Human Resources & Compensation Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Forestry/Manufacturing Executive Compensation Governance

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		47,049,724		2,179,631		96

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JANICE G. RENNIE Director since April 28, 2004   Age:62   Janice G. Rennie resides in Edmonton, Alberta, Canada. Ms. Rennie earned a Bachelor of Commerce Degree from the University of Alberta. She is a Fellow Chartered Accountant and a Fellow of the Institute of Corporate Directors and is currently a corporate director. From September 7, 2004 to September 9, 2005 she was the Senior Vice-President, Human Resources and Organizational Effectiveness of EPCOR Utilities Inc., a provider of energy, water and energy-related services and products that is solely owned by the City of Edmonton, on whose board she previously served for over 10 years and rejoined as a director in 2017 and currently serves as the Chair of its board. She is a director of the following public corporations: Major Drilling Group International Inc. and Methanex Corporation (see “Our Corporate Governance Policies and Procedures – Serving on Other Boards” on page 37). Ms. Rennie was formerly a director of Teck Resources Ltd. and West Jet Airlines Ltd. Ms. Rennie is a member of the Audit Committee, the Human Resources & Compensation Committee and the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Financial Literacy Executive Compensation Governance Human Resources

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		47,363,724		1,865,631		96

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GILLIAN D. WINCKLER Director since April 19, 2017   Age:57   Gillian D. Winckler resides in Vancouver, B.C., Canada. Ms. Winckler is a former mining and business executive with over 25 years of diversified experience in the metals and mining industry and the financial sector. Ms. Winckler spent 16 years with BHP Billiton in London, England and Vancouver, Canada where she was involved with corporate and divisional strategy, mergers and acquisitions, divestments, exploration as well as project evaluation and development. Upon leaving the company she joined Coalspur Limited, a thermal coal development company listed in Canada and Australia, as its Chief Executive Officer and President. Ms. Winckler held this position, as well as Chief Financial Officer for a brief period, for three years until the company was acquired in June 2015. Prior to the mining industry, Ms. Winckler spent five years as a corporate financier in South Africa and London and five years in the auditing profession. Ms. Winckler is a Chartered Accountant (South Africa), with a BSc and BComm (Hons) obtained in South Africa. Ms. Winckler currently is a director of Pan American Silver Corp., whose common shares are listed for trading on the Toronto Stock Exchange and The NASDAQ Stock Market, and a director of FLSmidth & Co. A/S, a Danish engineering company whose shares are listed on The NASDAQ OMX Exchange Copenhagen. Ms. Winckler is a member of the Audit Committee, the Health, Safety & Environment Committee and the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Financial Literacy Governance Human Resources

Voting results of 2019 annual general meeting:

	Votes for		Votes withheld		% Votes For
Number of votes		49,054,631		174,724		99

Each nominee has consented to act as a Director of West Fraser if elected. We do not contemplate that any proposed nominee will be unable to serve as a Director, but if for any reason that occurs before the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

Board Renewal

The Board recognizes the need for and benefits of introducing new and diverse characteristics and perspectives at the Board level, and it also understands the importance of having continuity of institutional and industry knowledge and experience. The Company’s Board renewal process is designed to achieve and maintain a balance between those considerations.

The Governance & Nominating Committee (“Governance Committee”) is responsible for identifying new candidates to stand as nominees for election or appointment as Directors to our Board. In identifying potential Director candidates, the Governance Committee takes into account a broad variety of factors it considers appropriate, including skills, independence, financial acumen, Board dynamics and personal characteristics. In addition, the Governance Committee considers diversity in perspective arising from personal, professional or other attributes and experiences when identifying potential director candidates. Desirable individual characteristics of nominees include integrity, credibility, the ability to generate public confidence and maintain the goodwill and confidence of our Shareholders, sound and independent business

- 19 -

judgment, general good health and the capability and willingness to travel to, attend and contribute at Board functions on a regular basis. Background checks, as appropriate, are completed prior to nomination.

In 2015, the Governance Committee implemented the first phase of the Company’s Board renewal process by searching for and identifying two suitable candidates for nomination as Directors. As part of this process, the Governance Committee engaged an outside search firm and also sought input and advice from current Directors and our executive management. The major criteria adopted by the committee for candidates were: (a) chief executive officer experience; (b) experience in a cyclical, capital-intensive industry; (c) strong strategic thinker; and (d) representing diverse background and experience.

As a result of this process, in 2016 Reid Carter and John Floren were identified as nominees to the Board and they were elected as Directors at the 2016 annual general meeting.

In 2016, the Governance Committee implemented the second phase of the Company’s Board renewal process through continuing efforts to search for and identify additional suitable candidates. As a result, the Governance Committee identified Brian Kenning and Gillian Winckler as important additions to the Board and they were elected as Directors at the 2017 annual general meeting. Additionally, as part of the second phase of this process, Clark Binkley, Duncan Gibson and Harald Ludwig retired and did not stand for re-election as Directors.

To enhance the Board renewal process, the Company has implemented a robust performance review process and employs a skills matrix to identify skills or experience gaps.

Performance Reviews

The Governance Committee regularly, and not less frequently than annually, reviews the performance of the Board and its Committees. This review has been conducted by way of formal questionnaire and report and by informal interviews and discussions led by the Chairman or the Lead Director. The Board performance review also includes a “peer” or individual director review process. To date no significant problem with respect to performance of the Board, any Committee or any individual director has been identified.

Skills Matrix

The Governance Committee uses a skills matrix to assist in the process of identifying suitable additions to the Board. The Governance Committee reviews a matrix that sets out the various skills and experience considered to be desirable for the Board to possess in the context of the Company’s strategic direction. The Governance Committee then assesses the skills and experience of each current Board member against this matrix. When completed, the matrix helps the Governance Committee identify any skills or experience gaps and provides the basis for a search to be conducted for new Directors to fill any gaps.

Following is a skills matrix that sets out the skills or experience that the Governance Committee has targeted for Directors as well as the Governance Committee’s determination of the Directors who have such skills or experience.

Skills and Experience	Target Number of Non-Management Directors
Senior executive/Strategic leadership		4
Financial literacy		4
Forestry/Manufacturing		3
Risk management		4
Capital markets		3

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Government relations	2
Executive compensation	4
Governance	4

The skills and experience of each Director is set out in the table under the heading “Information Regarding Nominees for Election as Directors” starting on page 12. The Board is of the view that the minimum target levels have been achieved by the current Board and will be achieved assuming all nominees described above are elected at the Meeting.

Board Tenure

The Company does not have term limits for its Directors as the Board is of the view that term limits are arbitrary and can result in the removal or exclusion of valuable and experienced Directors solely because of length of service. For similar reasons, in September 2016, the Board considered the continued use of an age limitation for Directors and determined that its continuation was no longer appropriate nor in the best interests of the Company. The Board believes that arbitrary age or term limits can be detrimental to the Company by excluding experienced and valuable candidates with the accompanying loss of continuity and institutional knowledge. Such belief is consistent with the positions of a number of governance and advisory groups.

The decision to not have term limits and to eliminate the age limitation was based upon the Board’s belief that Directors should be assessed on their ability to make meaningful contributions. The Company undertakes regular and rigorous reviews of Board, Committee and Director performance and skills as part of evaluating the overall performance of the Board and the contributions made by each Director. The Company’s annual performance review and skills assessment is a more meaningful way to evaluate and assess Director performance, and a more effective way to maintain an appropriate balance between the benefits of new and diverse characteristics and perspectives and ensuring there is continuity of institutional and industry knowledge and experience. The Board has demonstrated the effectiveness of its approach.

Over the past four years the Company identified and added four new Board members and four of its longer serving Board members retired. The Board is composed of members with an appropriate mix of Directors who are new to the Company and who bring fresh perspectives, and those with institutional knowledge and experience.

The following table shows the tenure of our current Directors standing for re-election at the meeting:

Board Tenure
Tenure	Number of Directors		% of Directors
1 to 5 years		6	60%
6 to 10 years		1	10%
11 years and over		3	30%

These Directors have an average tenure of approximately 9.4 years.

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Director Compensation

The Human Resources & Compensation Committee (the “HR&C Committee”) regularly reviews our Director compensation policy and, following a review in December 2018 of director compensation programs of our peers, approved a number of changes to Director compensation, effective January 1, 2019. The Board adopted a fixed fee Director compensation structure, which consists of the following:

Annual base retainer	$	85,000	1
Annual equity retainer	$	85,000 in DS Units
Annual Committee Chairman retainer2	$	10,000 per Committee
Lead Director annual retainer3	$	50,000
Chairman annual retainer4	$	295,000

1. Each Director may elect once each year that up to 100% of the annual base retainer and other retainers be paid in DS Units.

2. For each of the Audit Committee, Health, Safety & Environment Committee and the Human Resources & Compensation Committee.

3. For the Lead Director and Chairman of Governance & Nominating Committee.

4. Exclusive of annual base and equity retainers.

Directors are not paid separate meeting fees or fees for Committee membership and are not provided a travel allowance. The Committee believes that this compensation structure is consistent with current governance best practices and emphasizes that the role of a corporate director is not confined to attendance and participation at meetings. Directors are reimbursed for out-of-pocket expenses incurred in attending meetings of the Board or Committee meetings or otherwise on Company business.

Under our Equity Holding Requirements Policy, the minimum shareholding requirement for each Director is a multiple of three times the aggregate of a Director’s annual base retainer and annual equity retainer, as described in further detail on page 30 under “Minimum Equity Holding”. If a Director’s equity ownership exceeds such threshold, that Director has the right to elect to receive cash in lieu of his or her annual equity retainer payable in DS Units.

Annual non-equity retainers are paid in monthly instalments.

After April 19, 2016, when Mr. Ketcham relinquished his role as Executive Chairman, his annual Chairman retainer was established in the amount of $295,000 for his role as Chairman of the Board, exclusive of all annual director base and equity retainers.

The Company has a DSU Plan which provides a structure for Directors to accumulate an equity-like holding in the Company. The DSU Plan allows Directors to participate in our growth by providing a deferred payment based on the value of a Common share at the time of redemption. Each Director may elect to receive up to 100% of annual retainers in DS Units and must receive DS Units in payment of the annual equity retainer, unless the Director has achieved the minimum shareholding requirement and elected to receive cash in lieu of DS Units in payment of the annual equity retainer (see “Minimum Equity Holding” on page 30). The DS Units are issued based on the weighted average trading price of the Common shares on the Toronto Stock Exchange (the “TSX”) during the five trading days prior to their issue. Additional DS Units are issued to take into account the value of dividends paid on Common shares from the date of issue to the date of redemption. DS Units are redeemable only after a Director retires, resigns or otherwise leaves the Board and has ceased to fulfill any other role as an officer or employee of the Company. A holder of DS Units may on redemption elect to redeem DS Units in cash or in Common shares, or a combination of cash and Common shares. The redemption value for each DS Unit a director has elected be redeemed in cash is the weighted average of the trading price on the TSX of a Common share over the last five trading days ending on the date of redemption. DS Units qualify as equity for the purposes of the minimum equity holding requirement for Directors.

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The Company has a Directors’ Share Compensation Plan (the “Compensation Plan”), the purpose of which is to enable each Director to participate in our growth by receiving Common shares in lieu of cash for services performed as Directors. Under the Directors’ Compensation Plan, Common shares are issued after each quarter at a price per share equal to the weighted average of the trading price for the Common shares on the TSX for the last five trading days in the quarter. No Common shares were issued to Directors during 2019 under the Directors’ Compensation Plan.

Total Director Compensation

2019

Name

Fees earned1 ($)

Share- based awards2 ($)

Option- based awards ($)

Non-equity incentive plan compensation ($)

Pension value ($)

All other compensation ($)

Total ($)

Hank Ketcham

380,000

85,000

3

Nil

Nil

Nil

Nil

465,000

Reid E. Carter

95,000

85,000

Nil

Nil

Nil

Nil

180,000

John N. Floren

95,000

85,000

Nil

Nil

Nil

Nil

180,000

Brian Kenning

91,861

85,000

Nil

Nil

Nil

Nil

176,861

John K. Ketcham

85,000

85,000

Nil

Nil

Nil

Nil

170,000

Gerry Miller

85,000

85,000

Nil

Nil

Nil

Nil

170,000

Robert L. Phillips

138,139

85,000

Nil

Nil

Nil

Nil

223,139

Janice G. Rennie

85,000

85,000

3

Nil

Nil

Nil

Nil

170,000

Gillian Winckler

85,000

85,000

Nil

Nil

Nil

Nil

170,000

1. Represents total earned during 2019 other than the annual equity retainer which is included in the Share-based awards column of this table. These amounts were paid either in cash or DS Units as described in the following chart.

2. DS Units granted at the end of each quarter in payment of the annual equity retainer are valued based on the weighted average trading price of the Common shares on the TSX on the last five trading days of the quarter.

3. This amount was paid in cash rather than DS Units given that the individual director achieved the Minimum Equity Holding (see page 30) and elected to receive cash.

4. Reflects payment of a portion of the annual HR&C Committee Chairman retainer. Mr. Phillips was Chairman of this Committee until the annual general meeting on April 23, 2019 and Mr. Kenning was appointed Chairman immediately following this annual general meeting.

Payment of 2019 Compensation

Name	Cash		DS Units1
Hank Ketcham	$	465,000		Nil	2
Reid E. Carter		Nil	$	180,000
John N. Floren	$	95,000	$	85,000
Brian Kenning	$	91,861	$	85,000
John K. Ketcham	$	85,000	$	85,000
Gerry Miller	$	85,000	$	85,000
Robert L. Phillips	$	138,139	$	85,000
Janice G. Rennie	$	170,000		Nil	2
Gillian Winckler	$	70,000	$	100,000

1. DS Units are granted quarterly based on the weighted average trading price of the Common shares on the Toronto Stock Exchange for the last five trading days of the quarter.

2. This amount was paid in cash rather than DS Units given that the individual director achieved the Minimum Equity Holding (see page 30) and elected to receive cash.

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Direct and Indirect Share and Other Holdings of Current Directors

(as at February 14, 2020 and February 15, 2019)

	Shares1				Share Purchase Options				DS Units
	2020		2019		2020		2019		2020		2019
Hank Ketcham2, 3		395,896		395,896		229,225		347,755		Nil		Nil
Reid E. Carter		Nil		Nil		Nil		Nil		6,675		3,524
Ray Ferris4		25,699		19,599		163,720		119,085		Nil		Nil
John N. Floren		Nil		Nil		Nil		Nil		5,039		3,524
Brian G. Kenning		1,200		1,200		Nil		Nil		3,268		1,779
John K. Ketcham		991,000		991,100		Nil		Nil		6,527		4,991
Gerry Miller		8,142		8,142		Nil		Nil		11,879		10,268
Robert L. Phillips		10,000		10,000		Nil		Nil		13,975		12,334
Janice G. Rennie		1,000		1,000		Nil		Nil		20,184		19,899
Gillian D. Winckler		1,750		1,750		Nil		Nil		3,527		1,779

1. Includes Common and Class B Common shares.

2. Does not include 5,662,718 Common shares and 1,743,228 Class B Common shares held by Ketcham Investments, Inc.

3. Mr. Ketcham held nil RS Units and nil PS Units as of February 14, 2020 and February 15, 2019.

4. Mr. Ferris held 5,250 RS Units and 29,475 PS Units as of February 14, 2020 and 5,250 RS Units and 14,420 PS Units as of February 15, 2019.

As at February 14, 2020, based on the closing price on the TSX (the “Closing Price”) of $63.17, the total value of all shares, exercisable options and DS Units held by each current Director is as follows:

Value of Shares, Exercisable Options and DS Units Held as at February 14, 2020.

Name	Shares ($)		Exercisable Options ($)		DS Units ($)		Total Value ($)
Hank Ketcham		25,008,750		7,947,729		Nil		32,956,479
Reid E. Carter		Nil		Nil		421,660		421,660
Ray Ferris1		1,623,406		913,771		Nil		2,537,177
John N. Floren		Nil		Nil		318,314		318,314
Brian G. Kenning		75,804		Nil		206,440		282,244
John K. Ketcham		62,607,787		Nil		412,311		63,020,098
Gerry J. Miller		514,331		Nil		750,396		1,264,727
Robert L. Phillips		631,700		Nil		882,801		1,514,501
Janice G. Rennie		63,170		Nil		1,275,023		1,338,193
Gillian D. Winckler		110,548		Nil		222,800		333,348

1. Mr. Ferris’s 5,250 RS Units and 29,475 PS Units would have a total value of $2,193,579.

VOTING SECURITIES, PRINCIPAL SHAREHOLDERS AND NORMAL COURSE ISSUER BID

As of March 2, 2020, a total of 66,383,694 Common shares and 2,281,478 Class B Common shares were issued, each carrying the right to one vote. Our Class B Common shares are equal in all respects to our Common shares and are exchangeable on a one for one basis for Common shares. Our Common shares are listed for trading on the TSX while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

The Directors have fixed the close of business on March 2, 2020 as the record date for the Meeting, being the date for the determination of the registered holders of Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

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To the knowledge of the Directors and the Named Executive Officers (as defined in this Circular), the only persons who, as at March 2, 2020, beneficially owned or exercised control or direction over, directly or indirectly, Shares carrying more than 10% of the voting rights attached to any class of our voting securities are as follows:

Name of Beneficial Holder	Title of Class		Amount Beneficially Owned or Controlled		% of Class		% of Total Votes
Ketcham Investments, Inc.1		Common Class B Common		5,662,718 1,743,228		8.5 76.4		8.2 2.5
								10.7
Tysa Investments, Inc.2		Class B Common		333,066		14.6		0.5
Great Pacific Capital Corp.3		Common		7,914,900		11.9		11.5

1. Ketcham Investments, Inc. is controlled by the family of Henry H. Ketcham, our Chairman.

2. Tysa Investments, Inc. is controlled by William P. Ketcham, one of our former directors. We do not have information concerning holdings of Common shares of Tysa Investments, Inc.

3. Based on public disclosure as at February 23, 2018. The Company is not aware of any changes in holdings since February 23, 2018. Great Pacific Capital Corp. is controlled by James A. Pattison.

On September 17, 2018 the Company announced it renewed its normal course issuer bid to acquire up to 5,524,048 Common shares for cancellation, representing approximately 10% of the public float as at September 11, 2018, from commencement of the bid on September 19, 2018 until its expiry on September 18, 2019. Under this bid, from September 19, 2018 to September 18, 2019 we repurchased 3,408,836 Common shares for cancellation under this bid at an average price of approximately $69.45.

On September 17, 2019, the Company announced it further renewed its normal course issuer bid to acquire up to 3,318,823 Common shares for cancellation, representing approximately 5% of the issued and outstanding Common Shares of the Company as of September 11, 2019, from commencement of the bid on September 20, 2019 until its expiry on September 19, 2020. Under this bid, from September 20, 2019 to February 14, 2020, there were no Common shares repurchased for cancellation. Under these bids, during the year ended December 31, 2019, we repurchased 1,178,400 Common shares for cancellation at an average price of approximately $68.30.

Shareholders may obtain a copy of the notices filed with the TSX in relation to the normal course issuer bid, free of charge, by contacting the Chief Financial Officer of West Fraser at (604) 895-2700 or by email at shareholder@westfraser.com.

APPOINTMENT OF THE AUDITOR

Our current Auditor is PricewaterhouseCoopers LLP, Chartered Professional Accountants, of 700—250 Howe Street, Vancouver, B.C. PricewaterhouseCoopers LLP has been our Auditor for more than five years.

The Auditor is appointed by the Shareholders, performs its role as the Auditor of our annual financial statements on their behalf, and reports the results of the audit to them. In order to assure the Shareholders that the audit is effective, the Auditor is required to confirm to the Audit Committee its independence from our management in connection with the audit. PricewaterhouseCoopers LLP has confirmed its independence from our management in connection with the audit of the consolidated financial statements for the period ending December 31, 2019.

All services provided by the Auditor are subject to the pre-approval of the Audit Committee through established procedures and a written policy. Management provides regular updates to the Audit Committee of the services that the Auditor undertakes on the Company’s behalf.

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During 2019, the Audit Committee met with the Auditor and members of management to review the overall scope and specific plans for the audit of our consolidated financial statements. In addition, the Auditor was engaged to review our unaudited quarterly consolidated financial statements and earnings releases and discussed these with management and the Audit Committee during the relevant quarters. Representatives of the Auditor meet with the Audit Committee in the absence of management representatives as part of each regularly scheduled meeting of the Audit Committee.

The Auditor, the Audit Committee and management maintain regular and open communications regarding the audit of our financial statements. No disagreement arose among the Auditor, the Audit Committee and our management on any matter affecting the audit of our financial statements.

For additional information concerning the Audit Committee and its members see “Audit Committee” in the Company’s Annual Information Form for the year ended December 31, 2019, which forms part of our 2019 Annual Report and is available at www.sedar.com under the Company’s profile.

ADVISORY RESOLUTION ON THE COMPANY’S APPROACH TO EXECUTIVE COMPENSATION (SAY ON PAY)

Our executive compensation philosophy, policies and programs are based on the fundamental principle of pay-for-performance to align the interests of our executives with those of our Shareholders. This compensation approach allows us to attract and retain high-performing executives who will be strongly incentivized to create value for our Shareholders on a sustainable basis. As a Shareholder you are asked to consider and approve the following resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the Shareholders accept the approach to executive compensation disclosed in the Company’s information circular delivered in advance of the 2020 annual meeting of Shareholders of the Company.

Because your Say on Pay vote is advisory, it will not be binding upon the Board. However, the Human Resources & Compensation Committee of the Board will review and analyze the results of the vote and take into consideration such results when reviewing executive compensation philosophy, policies and programs. The Board confirms that the Company’s current practices achieve substantially the same results as the Canadian Coalition for Good Governance’s (CCGG) “Say on Pay” Policy for Boards of Directors released in September 2010.

The management proxyholders intend to vote FOR the approval of the advisory resolution on executive compensation, except in relation to Shares held by a Shareholder who instructs otherwise.

OUR CORPORATE GOVERNANCE POLICIES AND PROCEDURES

Governance Policy

Our Board of Directors believes that sound governance practices are essential to the effective and efficient operation of the Company and to the enhancement of Shareholder value. We established a corporate governance policy (the “Governance Policy”) in 2002 which was updated and re-approved by our Board in 2019. The full text of the Governance Policy may be reviewed on our website at www.westfraser.com.

The following disclosure has been prepared under the direction of our Governance & Nominating Committee and has been approved by the Board.

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Chairman of the Board

Hank Ketcham retired from his role as our Executive Chairman effective April 19, 2016 and assumed the position of Chairman of the Board. Hank Ketcham was appointed our Chief Executive Officer and President in 1985 and assumed the role of Chairman of the Board in 1996. In 2012 he relinquished the title of President and on March 1, 2013 Mr. Ketcham retired as our Chief Executive Officer and was designated as our Executive Chairman of the Board. Ted Seraphim was appointed our President on April 19, 2012 and also became our Chief Executive Officer on March 1, 2013. As part of our senior leadership transition plan, Ray Ferris replaced Mr. Seraphim as our President on April 19, 2018 and replaced Mr. Seraphim as our Chief Executive Officer on June 30, 2019.

For his duties as Chairman of the Board, the Board has approved, on the advice of the HR&C Committee, Hank Ketcham’s annual Chairman retainer in the aggregate amount of $295,000 per annum, exclusive of annual director base and equity retainers. As of May 1, 2016, Mr. Ketcham was permitted to elect to receive all or a portion of his compensation in DS Units. Mr. Ketcham ceased to participate in our annual incentive bonus plan after 2014 and ceased to participate in our long-term incentive plans as of January 1, 2016.

The Board has considered the issue of the Chairman’s relationship with management in the context of the need to ensure the Board’s independence from management and has determined that the Chairman is sufficiently aligned with Shareholder interests to ensure Board independence from management. The Chairman is a director and shareholder, and is related to the other directors and shareholders, of Ketcham Investments, Inc., whose shareholdings are described under “Voting Securities, Principal Shareholders and Normal Course Issuer Bid” on page 24. The Board considers that these relationships assure that the interests of the Chairman are closely aligned with Shareholder interests. However, the Board has established the position of Lead Director to ensure that the Board’s independence from management is clear in appearance as well as in fact. The Board has indicated its intention to continue the appointment of a Lead Director until such time as the Board determines that the role is no longer necessary to ensure that the Board’s independence is clear, and its intention is to retain the role of the Lead Director until at least the Company’s annual general meeting in April 2021 (see “Composition of the Board – Independence” on page 34).

Lead Director

Bob Phillips has been our Board’s Lead Director since February 2008. Our Board has stipulated its intention to continue the appointment of a Lead Director until such time as it determines that the role is no longer necessary to ensure that the Board’s independence is clear in appearance as well as in fact, and its intention is to retain the role until at least the Company’s annual general meeting in April 2021. The Lead Director’s role is to focus on enhancing the effectiveness of the Board and to help ensure that it functions in an independent and cohesive fashion. In addition, the Lead Director participates in setting agendas for Board meetings, chairs meetings of the Governance & Nominating Committee of the Board, acts as a liaison between members of the Board and management when necessary, and ensures that the Board has the resources necessary to effectively carry out its functions.

Governance & Nominating Committee

The Board has established a Governance & Nominating Committee comprised entirely of independent Directors. The mandate of the Committee is summarized later in this Circular under “Committees of the Board” on page 37. The Board, through the Committee, monitors changes to the regulatory, business and investment environments with respect to governance practices and regularly reviews governance issues with a view to ensuring that both our Governance Policy and our actual practice continue to serve the best interests of our Shareholders, employees and other stakeholders. The Committee also focuses on the performance of the President and Chief Executive Officer and on management succession.

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Majority Voting Policy

In February 2011, the Board reviewed and adopted a majority voting policy on the recommendation of the Governance & Nominating Committee. The majority voting policy was updated and re-approved by the Board, on the recommendation of the Governance & Nominating Committee, in February 2018 and again in February 2019, and was also reviewed in 2020. Under this policy, a Director who is elected in an uncontested election with more votes withheld than cast in favour of his or her election will be required to tender his or her resignation to the Chairman of the Board. If such a Director refuses to tender his or her resignation, such Director will not be nominated for election the following year. The resignation will be effective when accepted by the Board, and any Director who tenders his or her resignation may not participate in the deliberations of either the Committee or the Board which relate to such Director’s resignation. This policy does not apply to an election that involves a proxy contest.

The Governance & Nominating Committee will convene a meeting and will consider the offer of resignation and make its recommendation to the Board on whether the resignation should be accepted. The Governance & Nominating Committee will generally be expected to recommend to the Board that it accept the resignation, except in exceptional circumstances. The Board expects that resignations will be accepted unless there are exceptional circumstances that warrant a contrary decision. The Board will announce its decision (including the reasons for not accepting any resignation) by way of a news release within 90 days of the date of the shareholders’ meeting at which the election occurred, and a copy of the news release will be provided to the TSX. Management will not re-nominate for re-election any Director who fails to comply with this policy.

In addition, subject to the requirements of the Company’s articles and the Business Corporations Act (British Columbia), in the event a majority of the members of the Governance & Nominating Committee receive a greater number of votes withheld than votes for at their election, the other Directors will appoint a Board committee consisting only of those other Directors and solely for the purpose of considering the tendered resignations and such committee will convene a meeting and recommend to the Board whether or not to accept these resignations.

Advance Notice Policy

Pursuant to the advance notice policy adopted by the Board on February 13, 2014 and subsequently incorporated as an amendment to our Articles following approval by Shareholders on April 29, 2014, any additional Director nominations for the Meeting must have been received by the Company no later than the close of business on March 23, 2020. No such nominations have been received as of the date of this Circular. If no such nominations are received by the Company prior to such date, management’s nominees for election as Directors set forth above will be the only nominees eligible to stand for election at the Meeting. The advance notice provisions provide Shareholders, Directors and management of the Company with a clear framework for nominating Directors. See our Articles on SEDAR at www.sedar.com for the terms of our advance notice provisions.

Code of Conduct

In 2004 the Board approved a Code of Conduct for the Company and its Directors, officers and employees. The Code sets out expectations for compliance with laws, safety and health, environmental stewardship, discrimination and harassment, conflicts of interest, ethical conduct, fair dealing and other areas.

The Code also establishes a “whistle-blower” procedure for the reporting of potential breaches of the Code. On February 13, 2014 the Board approved amendments to the Code which included provisions prohibiting certain insiders who are subject to minimum shareholding requirements from purchasing financial

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instruments designed to hedge or offset any decrease in the market value of our Shares, Options or units, and on February 18, 2015 the Board approved amendments, which included additional provisions related to the Company’s commitment to human rights and compliance with anti-bribery laws.

On December 11, 2018 the Board approved further amendments to the Code to: (a) provide that the Code applies to West Fraser’s contractors, consultants, agents and representatives when acting on behalf of West Fraser; (b) emphasize and expand West Fraser’s commitment to environmental stewardship and supporting the communities in which West Fraser operates; (c) bolster our anti-discrimination and anti-harassment policies in order to ensure a work environment free from discrimination and harassment, in particular sexual harassment; (d) expand the anti-bribery and anti-corruption policy both in terms of persons covered and the activities prohibited; and (e) more clearly articulate provisions relating to substance abuse.

In February 2020, the Board approved additional amendments to the Code, to align it with current best practices, to provide protection over confidential personal information and to clarify the Company’s expectations regarding the maintenance of Company records and the participation by employees with internal and external investigations.

The Code includes an acknowledgement with respect to compliance to be confirmed by each Director and each member of management. All Directors, members of management and substantially all salaried employees periodically confirm compliance with the Code of Conduct and any instances of non-compliance are reported to the Board. In 2019, no waivers of the application of the Code of Conduct were requested of, or granted by, the Board. The full text of the Code of Conduct may be viewed on our website at www.westfraser.com.

Charters

The Board has developed and approved formal charters for each of the Audit, Human Resources & Compensation, Governance & Nominating and Health, Safety & Environment Committees as well as formal position descriptions for each of the positions of Chairman of the Board, Lead Director and Chief Executive Officer. The charters of these Committees and position descriptions were reviewed and revised by the Board in 2010.

Subsequently, on December 11, 2018, the Board approved amendments to the position descriptions of Chairman of the Board, Lead Director and Chief Executive Officer. The Chairman of the Board’s general mandate is to ensure the effective and independent conduct of the Board. The Lead Director’s general mandate is to plan and chair meetings of the Governance & Nominating Committee, and the Chief Executive Officer’s general mandate is to implement the Company’s strategic and operating plans and enhance Shareholder value.

On April 23, 2019, the Governance & Nominating Committee Charter was reviewed and re-approved by the Board along with revisions to the Health, Safety & Environment Committee Charter.

The charter for the Audit Committee was reviewed and revised by the Board in 2017 and was again reviewed and updated in February 2020 to, among other things, provide that the Audit Committee would have oversight responsibility over the information technology, cybersecurity and information systems risks.

On December 10, 2019, the Board reviewed and re-approved Human Resources & Compensation Committee Charter. These materials may be viewed on our website at www.westfraser.com.

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Minimum Equity Holding

Under our Equity Holding Requirements Policy, the minimum equity holding requirement for Directors is a number of Shares or DS Units having a value of not less than three times a Director’s total annual base and equity retainers. Based on the current retainer amounts this would total $510,000.

Shares and DS Units held by a Director are eligible to be included in determining whether the minimum equity holding requirement has been met (but stock options and PS Units are not eligible). For the purposes of such calculation, Shares and DS Units held by a Director will be valued based on the greater of (1) their original cost or grant date value and (2) the closing price of the Company’s Common shares on the TSX on the date of the information included in the Company’s annual information circular. The Policy requires that all Directors meet the minimum equity holding requirement within five years of election or appointment and, if after any annual valuation of a Director’s equity holdings the value of the Director’s holdings fall below the requirement, the Director will have one year to regain compliance.

If a Director exceeds the minimum equity holding requirement, the Director may elect to receive, in lieu of DS Units, all or a designated portion of his or her annual equity retainer in cash.

For a description of the holdings of the Directors see the chart on page 24. The equity holding requirements for senior executives are described under “Executive Compensation Discussion and Analysis – Report on Executive Compensation – Executive Equity Holding Requirements” on page 48.

Director Equity Holdings

(as at February 14, 2020)

Name	Shares		DS Units		Total		Value1 ($)		Meets Requirement?
Hank Ketcham		395,896		Nil		395,896		25,008,750		Yes
Reid E. Carter		Nil		6,675		6,675		421,660		No	2
Ray Ferris		25,699		Nil		25,699		1,623,406		Yes	3
John N. Floren		Nil		5,039		5,039		318,314		No	2
Brian Kenning		1,200		3,268		4,468		282,244		No	4
John K. Ketcham		991,100		6,527		997,627		63,020,098		Yes
Gerry Miller		8,142		11,879		20,021		1,264,727		Yes
Robert L. Phillips		10,000		13,975		23,975		1,514,501		Yes
Janice G. Rennie		1,000		20,184		21,184		1,338,193		Yes
Gillian Winckler		1,750		3,527		5,277		333,348		No	4

1. Based on the closing price on February 14, 2020 of $63.17.

2. Mr. Carter and Mr. Floren became Directors in 2016 and are permitted to meet the minimum shareholding requirement within five years of their appointment.

3. Mr. Ferris also held 5,250 RS Units as of February 14, 2020 with a value of $331,643 based on the closing price on February 14, 2020 of $63.17.

4. Mr. Kenning and Ms. Winckler became Directors in 2017 and are permitted to meet the minimum shareholding requirement within five years of their appointment.

Mandate of the Board

Our Board has expressly assumed overall responsibility for the stewardship of the Company, including responsibility for (i) adoption of a strategic planning process and approval of a strategic plan, (ii) identification of the principal risks to our business and implementation of appropriate systems to manage these risks, (iii) succession planning, including appointment, training and monitoring of our senior management, (iv) implementation of a communication policy regarding our disclosure of corporate

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information, and (v) ensuring the integrity of our internal controls and management information systems including accounting systems.

The Board met five times in 2019, all of which were regularly scheduled meetings. Independent Directors also met without management at every Board meeting in 2019. During the regularly scheduled meetings the Board received, reviewed and contributed to management’s strategic planning and operating and capital plans, taking into account identified business opportunities and business risks. In conjunction with the ongoing planning process, the Board regularly reviews, with management, the strategic environment, the emergence of new opportunities and risks, and the implications for our strategic direction.

The Board has, with the advice of management, identified the principal risks to our business and has overseen management’s establishment of systems and procedures to ensure that these risks are monitored. These systems and procedures provide for the effective management of our manufacturing assets, forest resources and financial resources, and compliance with all regulatory obligations. Management prepares and submits annually to the Board a matrix identifying key short-term and long-term risks together with an analysis of each risk and management’s mitigation strategy. In addition, management regularly reports to the Board on key evolving or new focus risks. The annual risk matrix and the focus risks are reviewed by the Board and consideration is given to any changes in circumstances that could either heighten or diminish the nature of a particular risk. The Board understands that our major risks are associated with safety, the environment, access to raw materials and our product end markets.

The Board receives and reviews regular reports on our operations, including reports dealing with safety and environmental issues.

The Board is responsible for the supervision of our senior management to ensure that our operations are conducted in accordance with objectives set by the Board. All appointments of senior management are approved by the Board. As part of our planning process, succession planning for senior management positions is regularly reviewed and discussed.

Corporate Disclosure Policy

The Board has, as part of our Governance Policy, approved a Corporate Disclosure Policy, which was updated on June 11, 2018, that is intended to ensure that all material information relating to the Company is communicated appropriately to our Shareholders and the public. The Corporate Disclosure Policy also applies to the dissemination of annual and quarterly reports, news releases and environmental reports. The Corporate Disclosure Policy may be viewed on our website at www.westfraser.com. In addition to annual general meetings, meetings are held from time to time each year between management representatives and various investors, investment analysts, credit rating agencies and financial institutions, all of which are governed by the Corporate Disclosure Policy.

Audit Committee

The Board, through the Audit Committee, is responsible for overseeing the Company’s financial reporting and audit process and requiring that management has designed and implemented and maintains an effective system of internal controls and management information systems. The Audit Committee generally meets twice annually with the Auditor to discuss the annual audit. These meetings are in addition to regular meetings, in which the Auditor participates, during which the Audit Committee reviews and approves certain of our quarterly reports. At regular meetings, the Audit Committee also meets separately and in camera with the Auditor without Management and separately and in camera with Management without the Auditor. The Audit Committee has complete and unrestricted access to the Auditor.

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In 2019 the Audit Committee focused on these key areas:

• reviewing significant accounting and financing reporting issues and assessing the appropriateness of the Company’s financial reports;

• overseeing and assessing the adequacy and effectiveness of the Company’s internal control procedures over annual and interim financial reporting;

• managing the Company’s relationship with the Auditor, through, among other things, a formal review of the performance of the Auditor;

• reviewing with management the adequacy and effectiveness of the Company’s systems for monitoring compliance with financial reporting and disclosure laws, including disclosure controls and procedures;

• oversight of compliance with the Company’s Code of Conduct and the process through which complaints are received and dealt with, including confidential and anonymous submissions and those that are of a sensitive or “whistleblower” nature; and

• identifying and overseeing the principal information technology, cyber security, information security and IT networks and information systems risks of the Company.

In order to provide reasonable assurance that the Company’s financial reporting is complete, fairly presented and employs appropriate accounting principles, the Audit Committee reviews the following documents with management and the Auditor and recommends them to the Board for approval:

• annual financial statements and interim financial reports; and

• the related Management’s discussion and analysis of financial performance.

The Audit Committee reviews with Management and the Auditor relevant and applicable legal and regulatory developments and the adoption and disclosure of new accounting standards. It also assesses the potential impacts of choosing between accounting alternatives.

Decisions Requiring Prior Approval by the Board

The Board has overall responsibility for the stewardship of the Company. Any responsibility that is not delegated to management or to a committee of the Board remains with the full Board. We maintain policies with respect to matters requiring prior approval of the Board. These policies, and understandings between management and the Board through previous Board practice and accepted legal practice, require that our annual operating and capital plans, significant capital expenditures and all transactions or other matters of a material nature involving the Company or any of its Subsidiaries must be presented by management for approval by the Board.

Shareholder Feedback and Concerns

The Board and management welcome interaction with our Shareholders and believe that it is important to have direct regular and constructive engagement with our Shareholders to permit open dialogue and the exchange of ideas.

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West Fraser communicates with its Shareholders and other stakeholders through various channels, including our annual report, management proxy circular, annual information form, quarterly reports, news releases, website, presentations at investor and industry conferences and other materials prepared in connection with the continuous disclosure requirements of the TSX and securities regulatory authorities. In addition, our quarterly earnings call is open to all Shareholders. Our website (at www.westfraser.com) also provides extensive information about the Company and all news releases issued by us are available on the website for viewing.

We maintain a policy of ongoing communication with investors and with representatives of the investment community. This process consists of periodic meetings with investment fund managers and investment analysts as well as individual investors and Shareholders, although always in circumstances that assure full compliance with disclosure requirements.

Inquiries by Shareholders are directed to, and dealt with by, members of senior management. Shareholders and potential investors are encouraged to communicate on any issues, including those relating to executive and Director compensation, directly with members of our senior management. All communications are subject to our Corporate Disclosure Policy. Shareholders may communicate their views to senior management by contacting our main investor contact as set out below:

West Fraser Timber Co. Ltd.

501-858 Beatty Street

Vancouver, British Columbia

V6B 1C1

Attention: Chris Virostek, Chief Financial Officer

Email: shareholder@westfraser.com

Our Board values regular and constructive engagement with Shareholders, and encourages Shareholders to express their views on governance matters directly to the Board. Questions regarding our governance practices can be sent to the Chairman as set out below:

West Fraser Timber Co. Ltd.

501-858 Beatty Street

Vancouver, British Columbia

V6B 1C1

Attention: Chairman of the Board

Expectations of Management

The Board has determined its expectations of management, which include provision of information and implementation of processes that enable the Board to identify risks and opportunities for the Company, the identification of appropriate comparisons and benchmarks against which our performance may be measured, and the provision of information and data that permits the Board to monitor ongoing operations, and management understands these expectations. As part of the ongoing process of monitoring the performance of management, at each Board meeting the Board receives operational updates on each of our business units. These updates compare actual performance to our annual plan and historical results and include a discussion of all significant variances.

As part of the monitoring process, the Chief Executive Officer submits to the Board at the beginning of each year a written report setting out goals, expectations and priorities for the year. These are reviewed by the Board and may be varied based on the Board’s comments. At the end of the year, a report is submitted to the Board by the Chief Executive Officer that sets out achievements relative to the original goals and

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expectations. Both the Board and the Chief Executive Officer expect that the level of those achievements will be taken into account when establishing the Chief Executive Officer’s compensation for the following year.

Composition of the Board

Independence

We are required to disclose which of our Directors are, or are not, “independent” of management as that term is used in National Instrument 52-110. Nine of our ten current Directors are independent, while Ray Ferris is considered not independent. Below is a summary of the basis of our determinations:

Name	Determination and Basis
Hank Ketcham	Independent (see commentary below)
Reid E. Carter	Independent
Ray Ferris	Non-independent Basis for Determination: Currently our President and Chief Executive Officer
John N. Floren	Independent
Brian G. Kenning	Independent
John K. Ketcham	Independent (see commentary below)
Gerry Miller	Independent (see commentary below)
Robert L. Phillips	Independent
Janice G. Rennie	Independent
Gillian D. Winckler	Independent

Where an individual is, or has been within the last three years, an employee or executive officer of an issuer, National Instrument 52-110 provides that such individual is deemed to have a material relationship with the issuer and thus would be considered non-independent of the issuer.

Hank Ketcham was appointed our President and Chief Executive Officer in 1985 and assumed the role of Chairman of the Board in 1996. In 2012 he relinquished the title of President and on March 1, 2013 Mr. Ketcham retired as our Chief Executive Officer and was designated as our Executive Chairman of the Board. Hank Ketcham retired from his role as our Executive Chairman effective April 19, 2016 and assumed the position of Chairman of the Board. As of the date of the Meeting, more than three years will have elapsed since Hank Ketcham served in any executive capacity with the Company. Mr. Ketcham does not engage in any related party transactions with the Company and does not have any consulting, advisory or other contractual arrangements with the Company outside of his role as the non-executive Chairman and a member of the Board.

Having regard to Hank Ketcham’s past relationships with the Company and considering his current relationships with management and the Company and the passage of time and other factors, the Board determined that there are no “material relationships” (within the meaning of NI 52-110) which could, in the view of the Board, be reasonably expected to interfere with Hank Ketcham’s exercise of independent judgement. The Board also considered the issue of the Chairman’s relationship with management in the context of the need to ensure the Board’s independence from management and determined that the Chairman is sufficiently aligned with Shareholder interests to ensure Board independence from management. The Chairman is a director and shareholder, and is related to the other directors and shareholders, of Ketcham Investments, Inc., whose shareholdings are described under “Voting Securities, Principal Shareholders and Normal Course Issuer Bid”. The Board also considers that these relationships assure that the interests of the Chairman are closely aligned with Shareholder interests. The Board also

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established the position of Lead Director to ensure that the Board’s independence from management is clear in appearance as well as in fact and has indicated its intention to continue the appointment of a Lead Director until such time as it determines that the role is no longer necessary to ensure that the Board’s independence is clear, and its intention is to retain the role of the Lead Director until at least the Company’s annual general meeting in April 2021.

Gerry Miller retired as an employee and senior officer of the Company on July 31, 2011. As the third anniversary of his retirement has passed, he may be considered independent if the Board determines that he is otherwise sufficiently independent of management. The Board has considered Mr. Miller’s prior employment with the Company, and the Board has determined that, given the passage of time and other factors including Mr. Miller’s active participation as a director since 2012 and his experience as a director of another Canadian public company, Mr. Miller is sufficiently independent of our management.

John Ketcham is the cousin of Hank Ketcham, the Company’s current Chairman and former member of our management. The Board has considered this relationship and interest, including the shareholding interests of John Ketcham and those of Hank Ketcham and the fact that neither John Ketcham nor Hank Ketcham are executives or employees of the Company and do not have any other material financial, familial or other relationship with the Company or its executives, and has determined that John Ketcham is sufficiently independent of our management and has interests aligned with Shareholders to the extent that such independence qualifies him to be a member of the Governance & Nominating Committee and make a valuable contribution in that role.

The Governance & Nominating Committee, which is comprised of all Directors other than Hank Ketcham, our Chairman, and Ray Ferris, our President and Chief Executive Officer, meets without any members of management present as part of each regularly scheduled meeting of the Board. There were five such meetings during 2019.

Gender Diversity – Board and Executive Officers

The Company is committed to providing equal opportunities for individuals who have the necessary qualifications for employment and advancement within the Company. The Company’s objectives, as outlined in its Code of Conduct, include providing a work environment that is free of discrimination and harassment, including based on gender. The Company believes that supporting a diverse workplace is a business imperative that helps the Company and its Board attract and retain the brightest and most talented individuals.

Two out of our current ten Directors (20%) are women. Two out of nine of the independent Directors (22%) are women. If all of management’s nominees are elected, two of the ten Directors (20%) will be women. The Company and its major subsidiaries have in the aggregate ten executive officers, none of whom are women.

Although, the Company has not adopted any formal targets regarding women in director and senior executive positions, we do consider gender diversity when making hiring or advancement decisions. The Company firmly believes that all of its stakeholders benefit from the broader exchange of perspectives and balance brought by diversity of background, thought and experience. The Company’s commitment to gender diversity is demonstrated through several facets, including initiatives such as diversity and inclusion training, and workshops for identified women successors.

The Company does consider diversity to be important and believes that its current framework for evaluating Board and executive officer candidates takes into account diversity along with a broad variety of factors

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the Company considers appropriate. The Company also encourages female and minority candidates to apply for vacant positions, and the Company is an equal opportunity employer.

However, the priority of the Company in advancing or recruiting new candidates is ensuring individuals bring value to the Company and its Shareholders by possessing a suitable mix of qualifications, experience, skills and expertise and it is ultimately the skills, experience, characteristics and qualifications of the individual that are most important in assessing the value the individual could bring to the Company.

Diversity Policy

The Company recognizes the benefits of inclusion and diversity in its broadest sense and considers inclusion and diversity at the Board level to be an essential element of Board effectiveness. The Company views inclusion and diversity on the Board as leading to a better understanding of opportunities, issues and risks; enabling stronger decision-making; and ultimately improving our performance and ability to provide strategic oversight and maximize Shareholder value. In furtherance of this goal, in February 2019, the Board adopted a formal, written policy relating to diversity including gender diversity (the “Diversity Policy”). The purpose of the Diversity Policy is to promote an environment within the Company which will attract and advance those Director candidates with the widest range of knowledge, skills and experience. While all Director appointments are based on merit, the Board expects that when selecting and presenting candidates to the Board for appointment, the Governance & Nominating Committee will consider not only the skills, experience and expertise of a candidate, but also other factors, including gender, race, ethnicity, age and geography to ensure that the Board has a diverse membership. Moreover, the Board recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role that women with the relevant skills and experience can play in contributing to a diversity of perspective on the Board.

While the Board does not support fixed percentages or quotas for achieving diversity, in recruiting candidates for nomination, the Board and the Governance & Nominating Committee considers a variety of factors including decision-making ability, skill, geography, experience with businesses of a comparable size, diversity of backgrounds and perspectives, gender, race, ethnicity, age, the interplay of a candidate’s skills and experience with the skills and experience of other Board members, and the extent to which a candidate would be a desirable addition to the Board.

The Governance & Nominating Committee may from time to time consider adopting measurable objectives for achieving diversity on the Board, including gender and minority diversity, and recommend such objectives to the Board for adoption.

The Diversity Policy requires the Governance & Nominating Committee to review and monitor the implementation of the policy on an annual basis to ensure its effectiveness and report the results of its review to the Board. The Board currently has two female directors. A copy of the Diversity Policy is available on the Company’s website at www.westfraser.com.

In addition to the Diversity Policy, the charter of the Governance & Nominating Committee provides that the Committee will review and make recommendations to the Board on the composition of the Board in order to ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds, with a view to facilitating effective decision-making. Similarly, in the process of identifying candidates for executive officer appointments, the Company considers whether our senior executive group consists of persons with sufficiently diverse and independent backgrounds.

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Serving on Other Boards

Each of Bob Phillips and Janice Rennie is an active corporate director serving on several corporate boards. The Board and the Governance & Nominating Committee have reviewed each of their board memberships and determined that they have demonstrated that they devote the required time and attention to discharge their duties as members of our Board. Mr. Phillips and Ms. Rennie have each demonstrated a strong understanding of West Fraser’s business, have been well prepared for all Board and committee proceedings and make consistent and valuable contributions to those proceedings. In 2019, Mr. Phillips and Ms. Rennie maintained, respectively, a 92% and 100% attendance record at Board and committee meetings. They also made themselves available to meet with management and fellow Directors and attend tours of the Company’s facilities on an ad hoc basis whenever required to do so. Mr. Phillips has indicated that he will be retiring from the Board of Maxar Technologies Inc. in May, 2020.

The disclosure under “Information regarding Nominees for Election as Directors” beginning on page 12 lists the other public company directorships held by our Directors. West Fraser does not limit the number of outside directorships. The Governance & Nominating Committee discusses our Director expectations with potential candidates to ensure the candidates understand the time commitments and expectations before agreeing to be nominated as a Director of the Company.

Both Mr. Floren and Ms. Rennie are directors of both West Fraser and Methanex Corporation. The Board has considered these common directorships and has determined that they should not impair the ability of these individuals to exercise independent judgment as members of our Board.

Committees of the Board

The Board has concluded that, because of its relatively small size, committees of the Board should be kept to a minimum so that all members of the Board are able to participate in discussions on significant issues. Matters that are outside of management’s authority are reported to and approved by the Board.

Committees of the Board may engage outside advisors at the expense of the Company. Under the Governance Policy an individual Director may, with the approval of the Board, retain an outside advisor at our expense.

The Board has appointed the following four committees of the Board, each of which is comprised entirely of Directors who are not members of our management: Audit, Human Resources & Compensation, Health, Safety & Environment, and Governance & Nominating.

In order to facilitate open and candid discussion, in camera sessions are held at every committee meeting without management present. It is also the practice of each committee of the Board to meet in camera during each of its meetings. Topics discussed at these meetings include, but are not limited to, Board processes, succession planning, executive assessments, organizational changes, and strategy.

Audit Committee

Chair:	Reid E. Carter
Other Members:	Janice G. Rennie
	Gerry Miller
	Gillian D. Winckler

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The full text of the Audit Committee Charter, which forms part of our Annual Information Form which is included in our Annual Report, is available for viewing on our website at www.westfraser.com. The Audit Committee Charter was last reviewed and revised by the Board on February 11, 2020. The Audit Committee is responsible for reviewing our annual financial statements and making recommendations as to the approval of the annual financial statements by the Board. Material issues related to the audit of our internal control and management information systems are discussed by management representatives and the Committee as they arise. The Committee has typically been delegated the authority to approve certain of our quarterly financial statements and quarterly earnings announcements before publication. The Audit Committee has direct access to the Auditor and is responsible for approving the nomination, and establishing the independence, of the Auditor. The role of the Committee has been discussed at various times with our Auditor.

Under NI 52-110 the Audit Committee must be comprised of independent directors. An “independent director” is a director that has no direct or indirect material relationship with the Company, including not being affiliated with management or the Company in terms of specific family or commercial relationships. Each member of our Audit Committee is considered “independent” and, in addition, “financially literate” as such terms are used in NI 52-110.

Additional disclosure concerning the Audit Committee is contained in our Annual Information Form, which is included in our Annual Report, under the heading “Audit Committee”.

Human Resources & Compensation Committee

Chair:	Brian G. Kenning
Other Members:	John N. Floren
	Robert L. Phillips
	Janice G. Rennie

The Human Resources & Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to the remuneration of our executive management and the remuneration of each Director, and has the authority to grant Options to officers and employees under our Stock Option Plan, although in practice the Board gives final approval of all Option grants. This Committee reviews the remuneration of Directors and executive management each year.

In December 2019, this Committee reviewed the Human Resources & Compensation Committee Charter and made recommendations to update it in accordance with best practices and to, among other things, supplement the Committee’s responsibilities to oversee the director remuneration every two years and CEO emergency succession planning. These recommendations were approved by the Board on December 10, 2019. The Human Resources & Compensation Committee Charter may be viewed on our website at www.westfraser.com.

Health, Safety & Environment Committee

Chair:	John N. Floren
Other Members:	John K. Ketcham
	Gerry Miller
	Gillian D. Winckler

The Health, Safety & Environment Committee is responsible for monitoring our health, safety and environmental performance. The Committee conducts an ongoing review of our health, safety and environment-related policies and performance, including compliance with applicable laws and regulations.

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This Committee also reviews the suitability and effectiveness of safety and environment management systems and the environment sustainability certification programs to which we subscribe. The Health, Safety & Environment Committee Charter was reviewed and revised by the Board on April 23, 2019. The Charter of the Health, Safety & Environment Committee may be viewed on our website at www.westfraser.com. Additional information about our environmental, social and governance policies and practices can be found on the Responsibility section of our website and in our Responsibility Report on our website, as well as in our Annual Information Form which is part of our Annual Report that can be found on our website and also on SEDAR (www.sedar.com).

Governance & Nominating Committee

Chair:	Robert L. Phillips
Other Members:	Reid E. Carter
	John N. Floren
	Brian G. Kenning
	John K. Ketcham
	Gerry Miller
	Janice G. Rennie
	Gillian D. Winckler

The Governance & Nominating Committee is comprised of each Director who is “independent” of management as that term is used in National Instrument 52-110, and, in addition, our Chairman will not serve on the Governance Committee for so long as we continue with the appointment of a Lead Director. The Governance Committee is responsible for providing support for the governance role of the Board and, as part of that support, reviews and makes recommendations on the composition of the Board, periodically assesses the function of the Board and its Committees, and monitors developments in corporate governance. In addition, the Governance Committee is responsible for establishing criteria and procedures for identifying candidates for election to the Board, engaging search firms, where necessary, and recommending to the Board nominees to stand for election as Directors. The Governance Committee also regularly assesses the performance of the Chief Executive Officer and reviews and assesses succession plans for management submitted to it on a regular basis. The Governance Committee regularly reviews succession alternatives and planning for the Chief Executive Officer position. The Governance Committee, together with the Chief Executive Officer, manages an ongoing formal process to assess the abilities, readiness and interests of members of the current executive group and oversees appropriate skills development. The Governance & Nominating Committee Charter was reviewed and revised by the Board on April 23, 2019. The Governance & Nominating Committee Charter may be viewed on our website at www.westfraser.com.

Orientation Program and Continuing Education

New Directors receive a broad range of materials that provide both historical and forward-looking information concerning West Fraser, its operations, senior management and the Board, and its strategic objectives. As part of our orientation program, new Directors have an opportunity to meet with senior management to discuss our business, receive historical and current operating and financial information and are encouraged to tour our facilities.

We do not have a formal continuing education program for our Directors. Each of our Directors has had, or currently has, executive or board of director responsibilities and there is a regular sharing of those experiences which assists our Board in identifying and adopting, on a continuing basis, best corporate governance practices. Board proceedings include regular review of risk factors including detailed reviews of focus risks, periodic presentations by management and outside industry experts on important and

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evolving issues and Directors will visit and tour certain of our facilities on a regular basis which contributes to a more complete understanding of our business.

Individual Directors attended and, in some cases, were participants or presenters at, third-party conferences, seminars, webinars and presentations on a broad range of topics in 2017, 2018 and 2019, including the following:

Topic	Presented By
2017 Proxy Season Review	Agenda Webinar
Accounting and Regulatory Updates	E&Y - Canadian Directors Network
Accounting for Cryptocurrencies under IFRS	CPA Canada
Accounting Standards Implementation (IFRS 9, 15, 16)	E&Y - Canadian Directors Network
AcSB Domestic Standards Update for Part II and Part III	CPA Canada
AcSB Framework for Reporting Performance Measures	CPA Canada
Asia Pacific Board Intelligence	ICD Webinar
Audit Quality Symposium	CPAB
Blockchain Disruption	NACD
Board Culture and Maximizing Board Effectiveness	Institute of Corporate Directors (“ICD”)
Board Evaluations	NACD
Board Oversight of Corporate Culture	E&Y - Canadian Directors Network
Bringing Artificial Intelligence to the Financial Audit	CPA Canada
Canada Planning Across the Enterprise	CPA Canada
Canada Canadian Public Company Financial Reporting Update	CPA Canada
Challenges for the Board and Audit Committee	Deloitte
Chairing the Board - Episode 1	ICD Video Learning Series
Climate Change: Implications for Corporate Oversight	CPA Canada
Company Reporting Update	CPA Canada
Conducting Board Evaluations	NACD
Current Issues in Canadian Corporate Governance	ICD
Cyber Security	EPCOR
Cyber Security	ICD Forum
Cyber Security	KPMG/NACD Webinar
Cyber-Security	Michael Doucet (former head of CSIS)
Data Analytics	Andrew Bentley SAS
Digital Disruption and Board Oversight of Big Data	E&Y - Canadian Directors Network
Disruption and the Board	E&Y - Canadian Directors Network Meeting
Disruption Part 1	ICD Forum
Disruption Part 2	ICD Forum
Economic and Geopolitical Outlook 2020 and Beyond and Shifting Stakeholder Power Dynamics	E&Y - Canadian Directors Network
Economic Outlook	CIBC
Economic Outlook	KPMG Webinar
Emerging Ethical Challenges for CPAs	CPABC
Enterprise Risk Management	Promontory Advisors

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Topic	Presented By
Executive Compensation	ICD Hugesson Webinar
Executive Compensation Trends	ICD and Hugesson
Fraud Prevention for Professionals	CPA Canada
Government Relations and Political Advocacy	E&Y - Canadian Directors Network Meeting
ICD National Conference	ICD
Identifying and Assessing Risks of Material Misstatement	CPA Canada
Insider Threats – Challenges and Evolving Strategies	KPMG
Institutional Shareholder Perspectives	Lazard
Introduction to Anti-Money Laundering	CPA Canada
Legal Responsibilities of Officers and Directors	CPABC
Lessons Learned from Board Missteps	E&Y - Canadian Directors Network
National Corporate Governance Conference	ICD
Public Company Audit Update	CPABC
SEC Registration and Rules (in house counsel)	Legal Briefing
Technology, Investors and the Evolving Financial Information Landscape	CPA Canada
The Future of Work	ECD Global Directors Dialogue
Towers Watson Proxy	Season Webinar
U.S. Election: What does it mean for Canada?	E&Y - Canadian Directors Network
Workforce Planning	Ted Talk

A key part of each regularly scheduled Board meeting is a business overview provided by the Chief Executive Officer. This overview includes an operational and financial review but also provides perspectives on growth strategies, human resources, political, legal and regulatory issues and material changes in our risk environment. These discussions help our Directors to understand the full scope of our underlying business environment when making decisions that affect our future.

Performance Reviews

The Governance Committee regularly and, not less frequently than annually, reviews the performance of the Board and its Committees. This review has been conducted both by way of a formal questionnaire and report and by informal interviews and discussions led by the Chairman or the Lead Director. The Board performance review also includes a “peer” or individual Director review process. To date no significant problem with respect to performance of the Board, any Committee or any individual Director has been identified.

Meeting Attendance Record

In 2019 the attendance record for Board meetings was 97%. The following chart sets out meeting attendance records of each of the current Directors during 2019, including each Committee of which the Director is currently a member.

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			Committees
Director	Board Meetings		Audit		Human Resources & Compensation		Health, Safety & Environment		Governance & Nominating
H.H. Ketcham		5 of 5		Nil		Nil		Nil		Nil
R.E. Carter		5 of 5		4 of 4		Nil		Nil		5 of 5
R.W Ferris		4 of 4		Nil		Nil		Nil		Nil
J.N. Floren		5 of 5		Nil		3 of 3		2 of 2		5 of 5
B.G. Kenning		5 of 5		Nil		3 of 3		Nil		5 of 5
J.K. Ketcham		5 of 5		Nil		Nil		2 of 2		5 of 5
G.J. Miller		5 of 5		4 of 4		Nil		2 of 2		5 of 5
R.L. Phillips		5 of 5		Nil		2 of 3		Nil		5 of 5
J.G. Rennie		5 of 5		4 of 4		3 of 3		Nil		5 of 5
E. R. Seraphim		2 of 2		Nil		Nil		Nil		Nil
G.D. Winckler		4 of 5		4 of 4		Nil		1 of 2		4 of 5

EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS

Human Resources & Compensation Committee Responsibility

The Human Resources & Compensation Committee (the “HR&C Committee”) is responsible for recommending to the Board the level and nature of compensation for executive officers and Directors and may grant Options to officers and employees under the Stock Option Plan although in practice the Board provides final approval of all compensation matters for Directors and executive officers including Option grants. In making its determinations, the HR&C Committee has access to comparative data and, if considered appropriate, receives advice from selected independent consultants.

The HR&C Committee is also responsible for reviewing and recommending to the Board the approval of our compensation and benefits (including retirement and pension) philosophy and policies and any incentive-compensation plans and equity-based plans and assessing on an ongoing basis whether such compensation and benefits policies are consistent with the sustainable achievement of our business objectives, the prudent management of our operations and risks, and the promotion of adherence to our Code of Conduct, its policies concerning safety and environmental stewardship and other material policies, procedures and controls. In reviewing such policies, the HR&C Committee may consider the recruitment, development, promotion, retention and compensation of executive management and other employees and any other factors that it deems appropriate.

The HR&C Committee also ensures that such compensation and benefit policies do not encourage unwarranted risk taking and undertakes annual risk assessments of these policies. When it reviews and recommends compensation for the Chief Executive Officer (the “CEO”) and executive management, the HR&C Committee assesses the appropriateness of compensation relative to business risks undertaken by considering, among other things, adherence to our Code of Conduct and its other material policies, procedures and controls, as well as any other factors it considers appropriate.

The HR&C Committee is also responsible for overseeing the financial position, governance, administration and compliance with statutory and regulatory requirements of the Company’s pension plans and reporting to the Board annually on these plans. The HR&C Committee also oversees talent development and succession planning for our executive management and annually reports to the Board on such planning.

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Composition of the Human Resources & Compensation Committee

The HR&C Committee currently consists of four independent Directors each of whom has held senior executive roles which have included involvement in executive compensation issues. The HR&C Committee met three times in 2019 to review matters relating to the compensation of executive officers. In addition to meetings, members of the HR&C Committee regularly receive reports and advice from independent consultants and members of executive management on executive compensation issues. None of the members of the HR&C Committee is indebted to the Company.

See also “Our Corporate Governance Policies and Procedures – Committees of the Board – Human Resources & Compensation Committee” on page 38.

Report on Executive Compensation

The policy of the HR&C Committee and the Board with respect to executive compensation is to provide compensation to each executive officer in the form of a base salary, employment benefits, performance-related bonus, equity-based long-term incentives and post-retirement pension benefits in order to attract and retain a highly-motivated, cohesive and results-oriented management team. Total compensation for each executive officer is designed to be competitive with that provided by comparable companies in Canada to executive officers in similar positions as well as to align the interests of executive officers with those of our Shareholders and not encourage excessive risk taking. Each of the components of total compensation is established based on the following criteria:

Base Salary	–	to be below the median base salaries for comparable positions
Annual Incentive Bonus	–	based on our financial performance above a minimum return on shareholders’ equity, and targeted to be below the median for comparable positions
Long-Term Incentive	–	to be above the median on long - term incentives for comparable positions

Overall, the compensation package is designed to compensate executive officers for above-average, long-term, sustainable financial results, and is designed to be competitive at the 50% percentile for overall compensation for comparable positions.

In order to establish compensation for executive officers other than the CEO, the HR&C Committee receives recommendations with supporting documentation, including data on comparable compensation levels, from the CEO. The HR&C Committee considers the recommendations and comparative data and makes its recommendation to the Board. In respect of compensation for the CEO, the HR&C Committee bases its recommendation to the Board on its review of comparable compensation data for chief executive officer positions. In 2018 as part of its review the HR&C Committee considered a survey and report prepared by Willis Towers Watson (“Towers Watson”), a professional services firm, of our executive compensation program relative to those of different peer groups, which included a review of the compensation for the CEO and our other executive officers and comparable compensation data for CEO and other executive officers positions of those peers.

In determining the comparability of similar positions in other companies the HR&C Committee considers responsibility levels as well as industry similarity, annual revenues and cash flows, total assets, market capitalization and number of employees of the selected companies. For positions where compensation data is not comparable, internal guidelines and data are used.

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The Company uses, and periodically participates in, broad-based compensation surveys prepared by independent consulting firms. As well, from time to time the Company and the HR&C Committee may obtain specific benchmarking data prepared by independent consulting firms. This information, along with Company-specific data, is considered when establishing compensation for executive officers.

In connection with the survey and report prepared in 2018 by Towers Watson of our executive compensation program relative to those of different peer groups and on the recommendation of Towers Watson, the peer group for the compensation benchmarking study was updated in 2018 and is comprised of the following publicly-traded, Canadian and U.S. companies:

Paper and Forest Products	Capital-Intensive
Resolute Forest Products Inc.	Finning International Inc.
Canfor Corporation	Gibson Energy Inc.
Cascades, Inc.	Keyera Corp.
CCL Industries Inc.	Lundin Mining Corporation
Louisiana-Pacific Corporation	Methanex Corporation
Domtar Corporation	Parkland Fuel Corporation
Interfor Corporation	WSP Global Inc.
KapStone Paper and Packaging Corp.
Norbord Inc.

Base Salaries

The HR&C Committee reviews executive management base salaries periodically and considers annual adjustments to be effective in October of each year. The most recent review of base salaries was conducted in September, 2019.

In determining its September, 2019 recommendation for the base salary of each executive officer, the HR&C Committee considered the comparative data for the peer group.

Annual Incentive Bonus Plan

The annual incentive bonus plan (the “Bonus Plan”) covers our CEO and our Vice-Presidents. The Bonus Plan is the variable compensation component of total executive compensation designed to compensate these officers annually based on the achievement of our objective annual financial return targets.

The annual bonus is calculated as a percentage of current base salary, with the percentage earned based on the adjusted net income (adjusted to exclude equity-based compensation expense or recovery and any accrual for bonuses to our senior executives, both on an after-tax basis) divided by average Common Shareholders’ equity (“ROSE”). If the ROSE for the year is below 5% for the applicable year, no bonuses are payable under the Bonus Plan. At the 5% ROSE level, bonuses for the Vice-Presidents are earned at 17.5% of base salary. The bonus percentage increases as the ROSE increases and the bonus percentage earned will reach 100% of base salary at a 15% ROSE level, which is the maximum bonus percentage payable. In any year, the bonus percentage for the CEO is equal to 125% of the bonus percentage for other officers covered by the Bonus Plan.

The Board may, in its discretion, also consider other issues, including safety and environmental performance, when determining the amount, if any, of bonuses earned under the Bonus Plan that will be paid.

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In 2019 on an adjusted basis (adjusted by excluding equity-based compensation expense or recovery and any accrual for bonuses to our senior executives, both on an after-tax basis) our earnings were a loss of $148 million which resulted in an annual ROSE of -5.6% for 2019. This did not exceed the bonus threshold under the Bonus Plan and therefore no annual incentive bonuses for 2019 were awarded to qualifying senior executives under the Bonus Plan. In 2018 and 2017 the annual ROSE was 28% and 26%, respectively, which exceeded the bonus threshold and annual incentive bonuses of a maximum of 100% of base salary were awarded in each of those years to each of the qualifying senior executives in accordance with the Bonus Plan (with the bonus percentage for the CEO equal to 125% of such bonus percentage) and were paid in 2019 and 2018, respectively. See also “Clawback Policy” on page 48 which applies to the Bonus Plan.

Long-Term Incentive Component

The long-term incentive component of compensation is comprised of Options and phantom share units (which are either RS Units or PS Units) that are intended to directly align the long-term interests of our senior management with those of our Shareholders. The proportion of Options and phantom share units included in a long-term incentive grant will vary from time to time at the discretion of the Board. In 2019 the Board, on the recommendation of the HR&C Committee, changed the mix of the long-term incentive components of executive compensation to eliminate grants of RS Units and grant in their place additional PS Units in order to increase the award of performance-conditioned equity incentive components of executive compensation. As a result, approximately 50% of the value of the long-term incentives granted in 2020 and 2019 to executive officers (which consisted of only Options and PS Units) are performance-conditioned.

Stock Option Plan

The Board established the Stock Option Plan on February 24, 1994 as a means of recognizing contributions to the Company made by Directors, officers and employees and to provide a long-term incentive for their continuing relationship with the Company and its subsidiaries. Directors ceased to participate under the Stock Option Plan in 2004. The Stock Option Plan has been amended from time to time (most recently in April of 2016) to increase the number of Common shares that may be issued in respect of Options granted under it, to impose certain limits on the number of Options that may be issued to our insiders, to establish certain restrictions on amendments to the Stock Option Plan without Shareholder approval, to provide for certain automatic extensions for Options expiring during or within five business days of a blackout period under the Company’s Securities Trading Policy, and to address certain incidental housekeeping changes. See also “Option Grants” on page 55.

Outstanding and Authorized Options

Year	Outstanding		Weighted Average Price		Remaining Authorized		Total		% of Outstanding Common Shares
20201		1,368,398	$	53.29		178,791		1,547,189		2.3
20191		1,351,253	$	40.03		334,900		1,686,153		2.4
20181		1,536,391	$	40.79		474,806		2,011,197		2.6

1. As at February 14, 2020, February 15, 2019 and February 20, 2018, respectively.

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Annual Burn Rate

The following table summarizes the burn rate during the last three fiscal years. Burn rate is defined as the total number of Options granted during the applicable fiscal year divided by the weighted average number of Common shares and Class B Common shares outstanding for the applicable fiscal year.

	Options Granted in Year		Weighted average number of securities outstanding		Annual Burn Rate
2019		151,530		68,882,315		0.2	%
2018		112,715		74,451,215		0.2	%
2017		192,255		78,096,613		0.2	%

Since the introduction in 2003 of the right of a holder to surrender an Option for a cash payment (the “Cash Value Alternative”) under the Stock Option Plan, as at February 14, 2020, 160,535 Options have been exercised for Common shares, resulting in a 0.2% dilution to Common shareholders. During the year ended December 31, 2019, 9,529 Options were exercised for Common shares. See “Option Grants” on page 55. Of the 1,368,398 outstanding Options, 936,548 are exercisable and, of the outstanding Options, 779,096 Options were held by insiders representing 1.1% of the total number of issued and outstanding Common shares and Class B Common shares, in each case as of February 14, 2020. A total of 151,530 Options were granted to officers or employees in 2019 and a total of 157,685 Options were granted to officers or employees in February, 2020, representing 0.2% of the total number of issued and outstanding Common shares and Class B Common shares as at the end of 2018 and 2019, respectively.

Our Board has adopted a policy to manage the Stock Option Plan with a goal of limiting the potential dilution of outstanding and remaining authorized Options to 5% or less of the number of our outstanding Shares. The aggregate potential dilution of all issued and authorized Options under our Stock Option Plan was 2.0% at February 14, 2020.

Phantom Share Unit Plan

In 2010 the Board approved the Phantom Share Unit Plan which is intended to supplement or, in whole or in part, replace, the granting of Options as long-term incentives for officers and employees. This plan provides contingent future compensation based on Common share price performance, but is payable only in cash and represents no potential for Shareholder dilution. The HR&C Committee and the Board believe that this plan, combined with other components of compensation, provides a broader range of alternatives in developing retention and performance incentives for officers and employees that more directly align their interests with those of current and future Shareholders.

The plan permits the Board to grant, as it determines appropriate, two types of units which vest on the third anniversary of the grant date. A vested RS Unit must be redeemed by us by payment to the holder of an amount equal to the volume weighted average trading price of a Common share over the 20 trading days immediately preceding its vesting date (the “vesting date value”). A vested PS Unit must be redeemed by us by payment to the holder of an amount, determined by the Board, that is equal to or between nil and twice its vesting date value based on two performance criteria measuring our performance relative to the performance of a peer group of companies over the three-year performance period. At the end of such period, in order to determine the amount to be paid on vested PS Units the Company’s performance is measured by reference to (i) the Company’s total cumulative Shareholder return (the “TSR”) relative to the TSR of the peer group and (ii) the Company’s annual return on capital employed relative to the return on capital of the peer group over the three year period. The amount paid, if any, on such PS Units is based on an equal weighting of these two performance measurements although if the return on capital employed is negative for the period the weighting for that factor is capped at one-half its potential maximum, regardless

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of relative performance. The peer group used for the purposes of the Phantom Share Unit Plan currently consists of Canfor Corporation, Interfor Corporation, Western Forest Products Inc. and Weyerhaeuser Company, all of which are North American publicly-traded forest products companies. On the recommendation of the HR&C Committee, this peer group may be reviewed and changed by the Board, from time to time, as it deems appropriate. The Board also has discretion to vary the payout calculation as it considers appropriate to take into account factors which may have a significant or extraordinary effect on relative performance.

Officers and employees granted units under the Phantom Share Unit Plan are also entitled to additional units to reflect cash dividends paid on Common shares from the applicable grant date until payout. The final amount to be paid, in cash, to each officer or employee on RS Units and PS Units is based on the type and number of vested units she or he holds multiplied by the applicable payout value. Other than officers or employees who retire, become totally disabled or die, units will be automatically cancelled, without payout, on termination of employment or resignation. In the event of retirement, total disability or death of a holder of RS Units or PS Units granted after 2012, the number of units held will be reduced based on the proportion of the three-year period that the holder was not an officer or employee.

In each of February 2017 and 2018, the Board granted units under the Phantom Share Unit Plan to officers and employees and, in the case of executive officers, the proportions of the grants for each of the RS Units and the PS Units to executive officers were equal. In 2019, the Board granted units under the Phantom Share Unit Plan to officers and employees and, in the case of executive officers, granted only PS Units and no RS Units. In 2020, the Board granted only PS Units under the Phantom Share Unit Plan to officers and employees, and no RS Units were granted to executive officers or employees in 2020. The change in the mix of units granted in 2019 and 2020 was made to increase the award of performance-conditioned long-term incentives granted to executive officers and employees and reduce the award of time-conditioned incentives. As a result approximately 50% of the value of the long-term incentives granted in 2019 to executive officers and 50% of the value of the long-term incentives granted in 2020 to executive officers and employees (which in both cases consisted of only options and PS Units) are performance-conditioned. See also “Clawback Policy” on page 48 which applies to the Phantom Share Unit Plan.

For PS Units which vested in February of 2020, the relative performance multiplier was 1.83. The calculation is set out below.

PS Unit Relative Performance Multiplier

First Comparison (out of a maximum of 1) – Return on Capital Employed

2017	1.00	(exceeded four of four in peer group)
2018	1.00	(exceeded four of four in peer group)
2019	0.50	(exceeded two of four in peer group)
Average	0.83

Second Comparison (out of a maximum of 1) – Total cumulative shareholder return over entire period February 16, 2017 to January 31, 2020

	1.00	(exceeded four of four in peer group)
Total	1.83

Previous PS Unit Relative Performance Multipliers were as follows:

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For PS Units Vesting in February of:	Multiplier
2014		1.0
2015		1.47
2016		1.27
2017		1.27
2018		1.92
2019		1.83

Post-Retirement Pension Benefit

Executive officers, including the CEO, are members of our non-contributory defined benefit pension plans for salaried employees. The pension benefit provided under these pension plans is described starting at page 61 of this Circular. The Company does not provide any additional post-retirement benefits, such as medical or dental insurance, to the executive officers.

Clawback Policy

We have recognized a trend in recent years towards the adoption of recoupment and “clawback” policies, particularly among large public companies. As a prudent aspect of risk management and our commitment to operate consistently with good governance practices, the Board in 2013 approved amendments to the Phantom Share Unit Plan and the Bonus Plan to incorporate payment adjustment provisions. These Plans now both contain financial restatement triggers permitting West Fraser to recoup the amount of the incentive awards that have been paid in excess of the amount that would have been payable under the restated financial statements or deduct such excess amount from future payments to be made under such Plans. These payment adjustment provisions also allow the Company to adjust incentive awards upwards to reflect restated financial statements that are more favourable than the original financial statements. The payment adjustment provisions have a three-year look-back period.

CEO’s Compensation

In recommending compensation for the CEO, the HR&C Committee follows similar principles to those applied for all of our other executive officers. The HR&C Committee considers market competitive-salary information for chief executive officer positions in similar-sized companies in Canada and the U.S. This includes manufacturing companies in other sectors as well as in the forest products sector. The Company periodically participates in broad-based compensation surveys and also periodically seeks the advice of independent compensation consultants engaged to review the executive compensation program. In 2016 Towers Watson conducted a survey on our behalf concerning executive compensation and in 2018 Towers Watson conducted a survey and review of our executive compensation program relative to those of different peer groups. The survey and review results, along with Company-specific data, are used to determine the competitiveness of the CEO’s compensation and its alignment with the interests of Shareholders. The CEO establishes, with guidance and direction from the Board, annual goals and reports to the Board at the end of each year on his performance against those goals. The HR&C Committee considers this performance when considering its recommendation of compensation of the CEO.

Details of our CEO’s compensation are described in the table titled “Summary Compensation Table”.

Executive Equity Holding Requirements

In February 2013 our Board approved the adoption of minimum equity holding requirements, that were amended in September 2013. The minimum equity holding requirements are reviewed from time to time

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to align with what the Board considers best governance practices. In February 2019, on the recommendation of the HR&C Committee, the Board adopted a new Equity Holding Requirements Policy to take into account changes to the Company’s equity compensation practices which eliminated grants of RS Units and replaced them with grants of additional PS Units (which do not qualify as eligible equity under the Policy) to increase the award of performance-conditioned equity incentive components of executive compensation. As a result of these changes, approximately 50% of the value of the long-term incentives granted in 2019 and 2020 to executive officers (which consisted of only Options and PS Units) are performance-conditioned.

Under the Equity Holding Requirements Policy, each executive officer is required to hold Shares and RS Units having a value of not less than the executive’s base salary in the case of a Vice-President and not less than three times the executive’s base salary in the case of the CEO. Shares and RS Units held by an executive officer will be valued based on the greater of (1) their original cost or grant date value and (2) the closing price of the Company’s Common shares on the TSX on the date of the information included in the Company’s annual information circular.

Initially, executive officers had until January 1, 2018, or if appointed after 2013, five years from the date of their appointment to meet the minimum equity holding requirements. In connection with changes to the long-term incentive components of executive compensation to reduce the award of time-conditioned incentives by eliminating grants of RS Units and to increase the award of performance-conditioned incentives with grants of additional PS Units (which do not qualify as eligible equity under the Policy), executive officers will now have five years from the date of adoption of the new Equity Holdings Requirements Policy in February 2019 to meet the minimum equity holding requirements, provided that officers who did not meet the requirements in February 2019 must acquire not less than a pro-rata amount of equity each year to achieve full compliance by the end of such five year period.

For the purposes of the following disclosure, the following officers are each a “Named Executive Officer” of the Company:

Ray Ferris, President and Chief Executive Officer,

Chris Virostek, Vice-President, Finance and Chief Financial Officer,

Chris McIver, Vice-President, Sales and Marketing,

Sean McLaren, Vice-President, U.S. Lumber,

Brian Balkwill, Vice-President, Canadian Wood Products, and

Ted Seraphim, Former Chief Executive Officer.

The following table shows the total holdings of Shares and RS Units held by each Named Executive Officer as at February 14, 2020 valued based on the closing price on the TSX on February 14, 2020 of $63.17.

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Named Executive Officer Share and Unit Holdings

(February 14, 2020)

Named Executive Officer	Shareholdings		RS Unit holdings		Value of total holdings1 ($)		Total as multiple of 2019 salary
Ray Ferris2 President and Chief Executive Officer		25,699		5,250		1,955,048		2.8
Chris Virostek2 Vice President, Finance and Chief Financial Officer		5,995		3,640		608,643		1.4
Chris McIver2 Vice-President, Sales and Marketing		4,836		3,635		535,113		1.5
Sean McLaren2 Vice-President, U.S. Lumber		7,500		2,880		655,705		1.4
Brian Balkwill2 Vice-President, Canadian Wood Products		4,820		2,300		449,770		1.4
Ted Seraphim2, 3, 4 Former Chief Executive Officer		37,484		17,095		3,447,755		4.1

1. Based on the closing price on February 14, 2020 of $63.17.

2. Named Executive Officers also hold PS Units as follows: T. Seraphim – 25,177; R. Ferris – 29,475; C. Virostek – 12,070; C. McIver – 10,965; S. McLaren – 8,745; B. Balkwill – 7,960.

3. Mr. Seraphim resigned as Chief Executive Officer effective June 30, 2019.

4. Mr. Seraphim’s shareholdings are as of June 30, 2019.

On February 13, 2014 the Board approved amendments to our Code of Conduct which included provisions prohibiting insiders from purchasing financial instruments designed to hedge or offset any decrease in the market value of our Shares, Options or units.

Independent Consultant

Compensation Advice

Towers Watson has provided consulting services to us for several years with respect to executive and non-executive compensation. In 2012 the HR&C Committee adopted a protocol under which all consulting services provided by Towers Watson related to executive compensation must be retained and authorized by the HR&C Committee. Towers Watson reports to the HR&C Committee as outside compensation consultant to advise on compensation policies including providing information on comparative levels of compensation for our senior executives and Directors. In 2014, in addition to a survey concerning CEO and Executive Chairman compensation, the HR&C Committee also received advice from Towers Watson on various executive compensation issues. In 2016 Towers Watson conducted a survey for the Company concerning executive compensation. In addition, in 2018 Towers Watson conducted a survey and review of our executive compensation program relative to those of different peer groups. In 2015, 2016, 2017 and 2018 Towers Watson provided advice on executive compensation.

Compensation Risk Assessment Advice

The Company engaged Towers Watson in 2017 and 2019 to conduct independent reviews of material compensation related risks. In 2017, the HR&C Committee received advice and a compensation risk assessment report from Towers Watson which concluded that there did not appear to be significant risks

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arising from the Company’s compensation policies and practices that were likely to have a material adverse effect on the Company. In its assessment, Towers Watson took into account the limited compensation-related risks within the Company, the involvement and authority of the Board in both compensation and risk management oversight, the greater emphasis on at-risk and variable compensation, and the presence of effective risk mitigating practices in the design of the Company’s compensation programs. In 2019, the HR&C Committee again received advice and updated compensation risk assessment reports from Towers Watson which also concluded that there did not appear to be significant risks arising from the Company’s compensation policies and practices that were likely to have a material adverse affect on the Company. In its updated assessment and reports, Towers Watson also took into account and considered the limited compensation-related risks within the Company, the involvement and authority of the Board in both compensation and risk management oversight, the presence of effective risk mitigating practices in the design of compensation programs, and the changes to the long-term executive incentive compensation mix that place a greater emphasis on performance-conditioned long-term incentive grants.

Fees

The following table shows the fees paid to Towers Watson for services provided in the last two fiscal years:

Type of Work	2019			2018
Executive Compensation-Related Fees	$	11,065		$	91,020
All Other Fees	$	3,360	1	$	0

1. Paid for general industry compensation related services and surveys.

Submitted by the HR&C Committee:

Brian G. Kenning (Chair)

John N. Floren

Janice G. Rennie

Robert L. Phillips

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Performance Graph

The following graph and table compare the total cumulative return to a Shareholder who invested $100 in our Common shares on December 31, 2014 with the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX Paper & Forest Products Index for the same period.

	2014		2015		2016		2017		2018		2019
West Fraser Timber Co. Ltd.		100		79		73		119		104		90
S&P/TSX Composite Index		100		92		111		121		110		136
S&P/TSX Paper & Forest Products Index		100		79		73		104		87		78

Notes:

1. All returns are expressed on a total return basis (all cash and stock dividends reinvested in the index or security).

2. All information per Bloomberg.

We consider the S&P/TSX Paper & Forest Products Index to be an appropriate comparative measure. This is a capitalization-weighted index of leading forest products companies and includes Canfor Corporation, Interfor Corporation, Norbord Inc., Stella-Jones Inc., Western Forest Products Inc., and West Fraser Timber Co. Ltd.

The following graph and table illustrates the relationship between the indexed TSR of our Common Shares on the TSX from December 31, 2014 to the period ending December 31, 2019 considering a $100 investment versus total indexed direct compensation for the Company’s Named Executive Officers (2014 equals $100).

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	2014		2015		2016		2017		2018		2019
West Fraser Timber Co. Ltd.1		100		79		73		119		104		90
NEO total direct compensation2		100		70		109		127		124		96

Notes:

1. All returns are expressed on a total return basis (all cash and stock dividends reinvested in the index or security). All information per Bloomberg.

2. Named Executive Officer direct compensation includes base salary, annual incentive (bonus) plan payments, share-based and option-based awards measured using the Binomial valuation method.

Executive Compensation

Total compensation for Named Executive Officers, as described in the Summary Compensation Table set out below, reflects a gradual recovery from the significant downturn in the forest products industry which began in 2006. Annual incentive bonuses for Named Executive Officers were not earned or paid for 2007, 2008, 2009 and 2011. In 2010, 2012, 2013 and 2014 the Company achieved a ROSE in excess of the minimum threshold and annual incentive bonuses were earned, with payment occurring in the following year. The minimum ROSE threshold was not met in 2015 and no annual incentive bonuses were earned by the senior executives, including the Named Executive Officers. In 2016, 2017 and 2018 the minimum ROSE threshold was exceeded and annual incentive bonuses were earned, which were paid out in 2016, 2017 and 2018 respectively. The minimum ROSE threshold was not met in 2019 and no annual incentive bonuses were earned by the senior executives, including the Named Executive Officers. See also “Annual Incentive Bonus Plan” on page 44.

The compensation of each of our Named Executive Officers for our three most recently-completed financial years is set out below:

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Summary Compensation Table

Name and principal position	Year		Salary ($)		Share- based awards1 ($)		Option- based awards2 ($)		Non-equity incentive plan compensation ($)				Pension value4 ($)		All other compensation5 ($)		Total compensation ($)
									Annual incentive plans3		Long- term incentive plans
Ray Ferris6 President and Chief Executive Officer		2019 2018 2017		703,750 579,165 490,155		568,675 299,650 292,350		568,730 300,235 291,860		0 650,000 500,000		Nil Nil Nil		1,781,900 1,143,200 260,500		Nil Nil Nil		3,623,055 2,972,250 1,834,865
Chris Virostek7 Vice President, Finance and Chief Financial Officer		2019 2018 2017		423,750 405,000 295,000		231,005 220,330 194,900		230,940 219,660 195,025		0 420,000 300,000		Nil Nil Nil		280,500 0 0		Nil Nil Nil		1,166,195 1,264,990 984,925
Chris McIver Vice-President, Sales and Marketing		2019 2018 2017		355,750 347,625 339,650		212,400 207,115 202,640		212,380 207,460 202,565		0 354,000 345,500		Nil Nil Nil		443,500 252,700 186,700		Nil Nil Nil		1,224,030 1,368,900 1,277,055
Sean McLaren8 Vice-President, U.S. Lumber		2019 2018 2017		453,367 432,278 418,019		169,920 165,985 159,380		170,025 165,505 159,275		0 440,538 430,486		Nil Nil Nil		724,100 134,200 159,800		Nil Nil Nil		1,517,412 1,338,506 1,326,960
Brian Balkwill Vice-President, Canadian Wood Products		2019 2018 2017		328,250 288,750 257,500		162,170 132,200 127,505		162,765 132,695 127,420		0 325,000 265,000		Nil Nil Nil		549,900 765,400 162,400		Nil Nil Nil		1,203,085 1,704,085 989,825
Ted Seraphim9 Former Chief Executive Officer		2019 2018 2017		835,380 820,095 797,750		501,200 978,275 950,360		1,002,420 977,640 950,390		0 1,044,250 1,018,750		Nil Nil Nil		897,100 832,700 635,200		Nil Nil Nil		3,236,100 4,652,960 4,352,450

1. For a description of the units see “Phantom Share Unit Plan” on page 46. Units are valued at the date of grant using the Towers Watson Binomial method which was the method used by the HR&C Committee when granting the units. This method was applied consistently in its competitive market analysis.

2. Options have a term of ten years and vest as to 20% on each of the first through fifth anniversary dates of the grant date. Each Option was valued using the Towers Watson Binomial method for the same reason as described in footnote 1. Whether the executive will receive value under these Options will depend on the future market price of Common shares. A description of the current value of all Options held by each Named Executive Officer is set out in the charts at pages 54 – 57.

3. Annual incentive (bonus) plan payments are included in the year earned and are paid in the following year.

4. Pension value represents the change in the pension liability related to the annual service cost, actual and assumed future compensation changes and the impact of plan changes, if any. The pension value is calculated based on the Company’s best estimate of future events that affect pension liabilities, including assumptions about future salary adjustments and bonuses, and is reflected in the pension value for the Named Executive Officers. Pension values will increase in those years where there has been a significant salary increase. Pension values will also be affected by

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changes in future compensation assumptions and in particular in those years where such assumptions have been updated following periodic reviews of the underlying pension plans and their associated liabilities.

5. Perquisites and other personal benefits do not exceed the lesser of $50,000 and 10% of total compensation for any of our Named Executive Officers.

6. Mr. Ferris was appointed President effective April 19, 2018, prior to which he was the Company’s Executive Vice-President and Chief Operating Officer effective March 31, 2017. Mr. Ferris was appointed Chief Executive Officer effective June 30, 2019 on the retirement of Ted Seraphim from that role.

7. Mr. Virostek was appointed Vice-President, Finance and Chief Financial Officer effective March 31, 2017.

8. Over the three-year period reported in the table above, Mr. McLaren’s salary and annual incentive compensation was awarded in U.S. dollars. The exchange rate used to convert this U.S. dollar compensation was the Bank of Canada’s average US/CDN exchange rate for the fiscal year (2019 = 1.3268; 2018 = 1.2957; 2017 = 1.2986).

9. The long-term incentive component of Mr. Seraphim’s compensation was based on a target multiplier of 240% of his base salary at the time of grant.

Option Grants

Under the Stock Option Plan, the exercise price of an Option per Common share will not be less than the closing price of the Common shares on the TSX on the last trading day before the Option is granted. The length of the term of Options will be fixed by the Board or the HR&C Committee at not more than ten years and, unless otherwise determined by the Board or the HR&C Committee, Options vest at the rate of 20% per year over the first five years of the term.

Under the Stock Option Plan, Options may not be exercised after a holder ceases to be an eligible participant except that (a) an Option held on the death of an Option holder may be exercised by the personal representative of the holder during the period ending on the earlier of its expiry date and two years after the date of death, (b) an Option held on the retirement or total disability of an Option holder may be exercised during the period ending on the earlier of its expiry date and five years after the date of retirement or disability, and (c) a vested Option held in any other case, may be exercised no later than the earlier of its expiry date and 30 days after the date the holder ceases to be an eligible participant. Options are not assignable, other than those that may be exercised by the personal representative of a deceased holder. We do not provide any financial assistance to holders of Options in connection with the exercise of Options.

The number of Common shares subject to an Option, the exercise price per Common share and the total number of Common shares that may be made subject to Options under the Stock Option Plan will be adjusted proportionately in the event of any subdivision or consolidation of Common shares or any dividend payable in Common shares and will be adjusted as determined by the Board in the event of certain other reorganizations or other events affecting the Common shares. Under the Stock Option Plan, Options granted which have not vested do not automatically vest on a change of control.

The Stock Option Plan permits outstanding vested Options to be surrendered by the holder to the Company in return for a cash payment under the Cash Value Alternative. The cash payment for a surrendered Option is equal to the amount by which the weighted average price per share at which the Common shares were traded on the TSX on the last trading day exceeds the exercise price per Common share applicable to the Option multiplied by the number of Common shares underlying the Option and the amount determined by the HR&C Committee as representative of the estimated costs avoided by the Option holder (such as trading commissions) by virtue of electing the Cash Value Alternative. Since implementation of the Cash Value Alternative in 2003 only 160,535 Common shares have been issued on the exercise of outstanding Options. Our management believes that the Stock Option Plan, with the Cash Value Alternative, operates in a manner similar to the types of long-term incentive plans currently recommended by major institutional shareholder groups for public companies in North America.

The Stock Option Plan restricts the Option holdings of insiders. It provides that: (a) annual grants of Options to insiders may not be for a number of Common shares that exceeds 1% of the total number of our outstanding voting securities (the “Issued Shares”); (b) no single insider may hold, at any time, Options to acquire a number of Common shares that, together with all other Common shares issuable to the insider

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under any other equity compensation arrangements then in place (“Other Arrangements”), would exceed 5% of the Issued Shares; (c) the total number of Options held, at any time, by insiders cannot allow them to acquire a number of Common shares that, together with all other Common shares issuable to insiders under any Other Arrangements, would exceed 10% of the Issued Shares; and (d) the number of Common shares that may be acquired by all insiders during any 12 month period by exercising Options, together with all other Common shares issuable to insiders under any Other Arrangements, may not exceed 10% of the Issued Shares.

The Board has the power, without Shareholder approval, to amend, suspend, terminate or discontinue the Stock Option Plan provided that doing so will not adversely alter or impair any Option without the written consent of the holder. This power includes the right to make appropriate adjustments to outstanding Options in the event of certain corporate transactions, to add provisions requiring forfeiture of Options in certain circumstances, to specify practices with respect to applicable tax withholdings, and to enhance clarity or correct ambiguous provisions in the Stock Option Plan. Notwithstanding this power, the Stock Option Plan provides that the Board may not, without Shareholder approval, amend the Stock Option Plan or an Option to: (i) increase the number of Common shares that may be issued; (ii) reduce the subscription price of an outstanding Option; (iii) extend the term of any Option beyond its expiry date or allow for an expiry date to be greater than ten years; (iv) allow non-permitted assignments or exercises of Options; (v) expand the persons entitled to participate in the Stock Option Plan; (vi) or provide for other types of equity-based compensation.

In 2007 we obtained the approval of our Shareholders to make certain amendments to the Stock Option Plan which included, amending the amendment provision to specify the circumstances in which Shareholder approval is or is not required for an amendment to the Stock Option Plan. In 2008 and 2010 our Board made housekeeping amendments to the Stock Option Plan to (i) clarify provisions related to retirement, disability or death, and (ii) clarify provisions related to withholding taxes, respectively.

In 2016 we obtained approval of our Shareholders to amend the Stock Option Plan to increase by 750,000 the number of Common shares that may be issued under Options and to restrict other forms of amendment without Shareholder approval.

A total of 151,530 Options were granted pursuant to the Stock Option Plan during the year ended December 31, 2019 and a total of 9,529 Options were exercised for Common shares during the year. An additional 157,685 Options were granted pursuant to the Stock Option Plan in February of 2020.

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The Options granted to each of the Named Executive Officers during the financial year ended December 31, 2019 pursuant to the Stock Option Plan were as follows:

Option Grants During 2019

Name	Securities Under Options Granted (#)		% of Total Options Granted to Employees in Financial Year		Exercise or Base Price ($/Security)		Market Value of Securities Underlying Options on the Date of Grant ($/Security)		Expiration Date
Ray Ferris		23,900		16		72.11		1,723,429	February 15, 2029
Chris Virostek		9,705		6		72.11		699,828	February 15, 2029
Chris McIver		8,925		6		72.11		643,582	February 15, 2029
Sean McLaren		7,145		5		72.11		515,226	February 15, 2029
Brian Balkwill		6,840		5		72.11		493,232	February 15, 2029
Ted Seraphim		42,125		28		72.11		3,037,634	June 30, 2024

The outstanding Options held by each Named Executive Officer that vested during the financial year ended December 31, 2019 were as follows:

Options Vested During 2019

Name	Number of Options		Value ($)1
Ray Ferris		15,347		240,704
Chris Virostek		3,813		26,404
Chris McIver		11,104		171,345
Sean McLaren		8,734		134,626
Brian Balkwill		4,436		72,031
Ted Seraphim2		174,342		1,274,401

1. Based on the Closing Price as at the date of vesting. No value is attributed to options that have an exercise price greater than the Closing Price at date of vesting.

2. Effective June 30, 2019 Mr. Seraphim retired as CEO of the Company. As a result, 131,369 of previously unvested Options held by him vested on June 30, 2019.

During 2019, no outstanding Options were surrendered for cash by the the Named Executive Officers.

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The following tables provide particulars of Options held by each of the Named Executive Officers as of February 14, 2020 with current value based on the Closing Price of $63.17:

Ray Ferris

Option Grant Date	Exercisable		Non- Exercisable		Exercise Price ($)		Current Value of Exercisable Options ($)		Current Value of Non- Exercisable Options ($)		Expiry Date
February 15, 2013		18,450		Nil		40.82		412,358		Nil	February 15, 2023
February 17, 2014		14,350		Nil		53.96		132,163		Nil	February 17, 2024
February 23, 2015		9,908		2,477		73.99		Nil		Nil	February 23, 2025
February 15, 2016		13,461		8,974		40.97		298,834		199,223	February 15, 2026
February 20, 2017		6,890		10,335		52.95		70,416		105,624	February 20, 2027
February 16, 2018		2,068		8,272		85.40		Nil		Nil	February 16, 2028
February 15, 2019		Nil		23,900		72.11		Nil		Nil	February 15, 2029
February 14, 2020		Nil		44,635		64.50		Nil		Nil	February 14, 2030
Totals		65,127		98,593				913,771		304,847

Chris Virostek

Option Grant Date	Exercisable		Non- Exercisable		Exercise Price ($)		Current Value of Exercisable Options ($)		Current Value of Non- Exercisable Options ($)		Expiry Date
April 3, 2017		4,600		6,900		55.62		34,730		52,095	April 3, 2027
February 16, 2018		1,513		6,052		85.40		Nil		Nil	February 16, 2028
February 15, 2019		Nil		9,705		72.11		Nil		Nil	February 15, 2029
February 14, 2020		Nil		13,950		64.50		Nil		Nil	February 14, 2030
Totals		6,113		36,607				34,730		52,095

Chris McIver

Option Grant Date	Exercisable		Non- Exercisable		Exercise Price ($)		Current Value of Exercisable Options ($)		Current Value of Non- Exercisable Options ($)		Expiry Date
February 15, 2013		14,400		Nil		40.82		321,840		Nil		February 15, 2023
February 17, 2014		11,200		Nil		53.96		103,152		Nil		February 17, 2024
February 23, 2015		7,724		1,931		73.99		Nil		Nil		February 23, 2025
February 15, 2016		9,339		6,226		40.97		207,326		138,217		February 15, 2026
February 20, 2017		4,782		7,173		52.95		48,872		73,308		February 20, 2027
February 16, 2018		1,429		5,716		85.40		Nil		Nil		February 16, 2028
February 15, 2019		Nil		8,925		72.11		Nil		Nil		February 15, 2029
February 14, 2020		Nil		11,575		64.50		Nil		Nil		February 14, 2030
Totals		48,874		41,546				681,190		211,525

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Sean McLaren

Option Grant Date	Exercisable		Non- Exercisable		Exercise Price ($)		Current Value of Exercisable Options ($)		Current Value of Non- Exercisable Options ($)		Expiry Date
February 15, 2013		11,350		Nil		40.82		253,672		Nil		February 15, 2023
February 17, 2014		8,775		Nil		53.96		80,818		Nil		February 17, 2024
February 23, 2015		6,044		1,511		73.99		Nil		Nil		February 23, 2025
February 15, 2016		7,344		4,896		40.97		163,037		108,691		February 15, 2026
February 20, 2017		3,760		5,640		52.95		38,427		57,641		February 20, 2027
February 16, 2018		1,140		4,560		85.40		Nil		Nil		February 16, 2028
February 15, 2019		Nil		7,145		72.11		Nil		Nil		February 15, 2029
February 14, 2020		Nil		9,270		64.50		Nil		Nil		February 14, 2030
Totals		38,413		33,022				535,954		166,332

Brian Balkwill

Option Grant Date	Exercisable		Non- Exercisable		Exercise Price ($)		Current Value of Exercisable Options ($)		Current Value of Non- Exercisable Options ($)		Expiry Date
February 15, 2013		1,000		Nil		40.82		22,350		Nil		February 15, 2023
February 17, 2014		1,490		Nil		53.96		13,723		Nil		February 17, 2024
February 23, 2015		1,204		301		73.99		Nil		Nil		February 23, 2025
February 15, 2016		2,838		2,838		40.97		63,003		63,003		February 15, 2026
February 20, 2017		1,504		4,512		52.95		15,371		46,113		February 20, 2027
February 16, 2018		914		3,656		85.40		Nil		Nil		February 16, 2028
February 15, 2019		Nil		6,840		72.11		Nil		Nil		February 15, 2029
February 14, 2020		Nil		9,040		64.50		Nil		Nil		February 14, 2030
Totals		8,950		27,187				114,447		109,116

Ted Seraphim

Option Grant Date

Exercisable

Non- Exercisable

Exercise Price ($)

Current Value of Exercisable Options ($)

Current Value of Non- Exercisable Options ($)

Expiry Date

February 15, 2013

41,500

Nil

40.82

927,525

Nil

February 15, 2023

February 17, 2014

36,580

Nil

53.96

336,902

Nil

February 17, 2024

February 23, 2015

33,780

Nil

73.99

Nil

Nil

June 30, 2024

February 15, 2016

54,745

Nil

40.97

1,215,339

Nil

June 30, 2024

February 20, 2017

56,090

Nil

52.95

573,240

Nil

June 30, 2024

February 16, 2018

33,670

Nil

85.40

Nil

Nil

June 30, 2024

February 15, 2019

42,125

Nil

72.11

Nil

Nil

June 30, 2024

Totals

298,490

Nil

3,053,006

Nil

RS Units and PS Units

Beginning in 2010 our Board of Directors has approved annual grants of RS Units and PS Units (collectively, “Units”) to Named Executive Officers and other employees pursuant to the Phantom Share Unit Plan. The plan and Units are described in the Report on Executive Compensation under the heading “Phantom Share Unit Plan” on page 46.

- 59 -

The Units granted to each of the Named Executive Officers during the year ended December 31, 2019 were as follows:

Equity-Based Grants During 2019

Number of Units Granted

% of Total Units Granted to Employees in the Current Year

Aggregate Market Value of Units on Date of Grant ($)

Aggregate Market Value of Units at February 14, 2020 ($)

Name

RSUs1

PSUs2

RSUs

PSUs

RSUs3

PSUs3

RSUs4

PSUs4

Ray Ferris

Nil

9,170

Nil

23

Nil

661,249

Nil

579,269

Chris Virostek

Nil

3,725

Nil

9

Nil

268,610

Nil

235,308

Chris McIver

Nil

3,425

Nil

9

Nil

246,977

Nil

216,357

Sean McLaren

Nil

2,740

Nil

7

Nil

197,581

Nil

173,086

Brian Balkwill

Nil

2,615

Nil

7

Nil

188,568

Nil

165,190

Ted Seraphim

Nil

8,082

Nil

20

Nil

582,793

Nil

510,540

1. RS Units.

2. PS Units.

3. Based on the Closing Price of $72.11.

4. Based on the Closing Price of $63.17.

The following tables provide particulars of Units held by each of the Named Executive Officers as of February 14, 2020 with the current value based on the Closing Price of $63.17:

	Vesting 2020				Vesting 2021				Vesting 2022				Vesting 2023				Value as at February 14, 20201($)
Name	RSUs		PSUs		RSUs		PSUs		RSUs		PSUs		RSUs		PSUs		RSUs		PSUs
Ray Ferris		3,210		3,210		2,040		2,040		Nil		9,170		Nil		15,055		331,643		1,861,936
Chris Virostek		2,140		2,140		1,500		1,500		Nil		3,725		Nil		4,705		229,939		762,462
Chris McIver		2,225		2,225		1,410		1,410		Nil		3,425		Nil		3,905		229,623		692,659
Sean McLaren		1,750		1,750		1,130		1,130		Nil		2,740		Nil		3,125		181,930		552,422
Brian Balkwill		1,400		1,400		900		900		Nil		2,615		Nil		3,045		145,291		502,833
Ted Seraphim		10,435		10,435		6,660		6,660		Nil		8,082		Nil		Nil		1,079,891		1,590,431

1. Based on the Closing Price of $63.17.

The Units held by each of the Named Executive Officers that vested during the year ended December 31, 2019 were as follows:

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Equity-Based Awards Vested During 2019

	Number of units vested				Value paid at February 20, 2019 ($)
Name	RSUs1		PSUs1		RSUs2		PSUs2
Ray Ferris		4,130		4,130		309,372		593,594
Chris Virostek		Nil		Nil		Nil		Nil
Chris McIver		2,864		2,864		214,533		411,904
Sean McLaren		2,251		2,251		168,644		323,796
Brian Balkwill		1,302		1,302		97,515		187,229
Ted Seraphim		10,072		10,072		754,500		1,448,640

1. RS Units and PS Units granted during 2016 plus additional units credited under the Phantom Share Unit Plan as a result of dividends on the Common shares.

2. Based on 20-day volume weighted average trading price for the period immediately preceding February 16, 2019 of $74.91 per unit for RS Units and $74.91 per unit for PS Units and a performance multiplier of 1.92 for PS Units.

Pension Plans

The majority of our full-time salaried employees are covered by non-contributory defined benefit pension plans.

For those salaried employees whose employment began before 2016, the plans provide a pension equal to 2% of the highest average compensation (which includes base salary and bonuses) of the employee for any consecutive 60-month period in that employee’s final 10 years with us multiplied by the number of years of credited service with us. Normal retirement is at age 65. In accordance with applicable tax legislation, these plans allow for additional years of credited service until a continuing employee reaches age 71. Each of these pension plans allows for early retirement at age 55 with a minimum service requirement of two years. Benefits provided for early retirement are reduced by 4% per year for retirement between the ages of 55 and 57 and by 3% per year for retirement between the ages of 58 and 59. No reduction is made for retirement between the ages of 60 and 64.

On January 1, 2016 we introduced a new non-contributory defined benefit pension plan for salaried employees whose employment begins on or after that date. Changes from the existing plans include a pension based on the employee’s average annual salary over the final 10 years with us as well as the elimination of early retirement benefits so that full pension benefits are only achieved on retirement at age 65 or over. In accordance with applicable tax legislation, this new plan also allows for additional years of credited service until a continuing employee reaches age 71.

The estimated annual pension payable upon retirement, assuming employment began before 2016, no reduction for early retirement and based on the standard form life annuity for a minimum of 60 months with no joint survivor pension, is as follows:

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Estimated Annual Benefits Payable Upon Retirement

Annual Compensation	Years of Service
	15 Years		20 Years		25 Years		30 Years
$400,000	$	120,000	$	160,000	$	200,000	$	240,000
$500,000	$	150,000	$	200,000	$	250,000	$	300,000
$600,000	$	180,000	$	240,000	$	300,000	$	360,000
$700,000	$	210,000	$	280,000	$	350,000	$	420,000
$800,000	$	240,000	$	320,000	$	400,000	$	480,000
$900,000	$	270,000	$	360,000	$	450,000	$	540,000
$1,000,000	$	300,000	$	400,000	$	500,000	$	600,000
$1,100,000	$	330,000	$	440,000	$	550,000	$	660,000
$1,200,000	$	360,000	$	480,000	$	600,000	$	720,000
$1,300,000	$	390,000	$	520,000	$	650,000	$	780,000
$1,400,000	$	420,000	$	560,000	$	700,000	$	840,000
$1,500,000	$	450,000	$	600,000	$	750,000	$	900,000

Compensation for the purposes of the pension plans, based on employment beginning before 2016, is defined as the average annual compensation, including salary and bonus, of the highest consecutive 60-month period in the last 10 years’ service with the Company.

The benefits listed in the table are not subject to any deduction for Canada Pension Plan or other offset amounts.

The table below sets forth the accumulated pension benefits for each of the Named Executive Officers as at December 31, 2019:

Name	Number of years credited service (#)		Annual benefits payable1 ($)				Opening present value of defined benefit obligation2 ($)		Compensatory change ($)3		Non- compensatory change4 ($)		Closing present value of defined benefit obligation2 ($)
			At year end		At age 65
Ray Ferris		18.3		341,900		480,900		4,800,500		1,781,900		853,600		7,436,000
Chris Virostek5		2.7		36,800		280,400		—		280,500		415,100		695,600
Chris McIver		28.7		350,500		451,400		4,417,100		443,500		725,700		5,586,300
Sean McLaren		31.5		360,000		519,900		4,291,700		724,100		986,000		6,001,800
Brian Balkwill		32.7		289,100		367,600		4,241,600		549,900		850,600		5,642,100
Ted Seraphim		22.3		701,000		855,800		9,194,000		897,100		1,381,500		11,472,600

1. Represents the estimated annual pension, excluding any employee-paid ancillary benefits, where applicable, that would be received by the Named Executive Officer upon retirement at age 65 based on actual pensionable earnings at December 31, 2019. The annual pension payable at year end is based on actual credited service at December 31, 2019. The annual pension at age 65 is based on credited service projected to age 65. In accordance with applicable tax legislation, our pension plans allow for additional years of credited service until a continuing employee reaches age 71.

2. The present value is the estimated value of the pension obligation to the date indicated using the actuarial assumptions and methods that are consistent with those used in determining pension liabilities as disclosed in the consolidated financial statements.

3. Compensatory change represents the change in the pension liability related to the annual service cost, actual and assumed future compensation changes and the impact of plan changes, if any. The pension value is calculated based on the Company’s best estimate of future events that affect pension liabilities, including assumptions about future salary adjustments and bonuses, and is reflected in the pension value for the Named Executive Officers. Pension values will increase in those years where there has been a significant salary increase. Pension values will also be affected by changes in future compensation assumptions and in particular in those years where such assumptions have been updated following periodic reviews of the underlying pension plans and their associated liabilities.

4. Non-compensatory change includes items such as interest on the obligation and the impact of changes in the discount rate assumption.

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5. The Company’s pension plan has a 2-year wait period for enrolment. These years of service are credited to the employee after the wait period has passed.

The estimated years of credited service under the pension plans at the normal retirement age of 65 for each Named Executive Officer other than Ted Seraphim who retired in 2019 is set out below. We have not granted on a discretionary basis any additional years of credited service to our Named Executive Officers in excess of their actual years of service.

Ray Ferris	26 years
Chris Virostek	21 years
Chris McIver	37 years
Sean McLaren	45 years
Brian Balkwill	41 years

Severance and Change of Control Agreements

Other than pension and retirement benefits described above and the CEO retirement arrangement described below, the Company has not entered into any agreements with its Named Executive Officers that provide for payments following or in connection with any termination (whether voluntary, involuntary or constructive) or a change in control of the Company.

The Company entered into a CEO retirement arrangement with Mr. Seraphim in connection with his retirement as CEO on June 30, 2019. Under this arrangement, Mr. Seraphim continued as an employee until December 31, 2019 at his current base salary and benefits (other than long-term disability and vacation benefits) and was to consult and advise the Company as needed. In connection with this arrangement, for his service as CEO Mr. Seraphim was granted 42,125 Options and 8,082 PS Units as part of the 2019 annual long-term incentive grants to our executive officers and was entitled to a pro-rated bonus in respect of his service as CEO to June 30, 2019 (should bonuses be payable under the terms of our Bonus Plan). As part of this arrangement, the Board also determined that it would be appropriate that, following his retirement on December 31, 2019, Mr. Seraphim would be entitled to retain all his granted and unvested PS Units and RS Units without any pro-rata reduction on account of his retirement.

Directors’ Compensation and Holdings

For a description of retainers and fees payable to Directors, actual compensation paid during 2019 and securities held by Directors, see “Information regarding Nominees for Election as Directors—Director Compensation” beginning on page 21.

Indebtedness of Directors, Officers and Employees

The following table sets out the aggregate indebtedness outstanding to us from our employees and former employees as at February 14, 2020. We do not grant loans to our Directors or officers. None of our current Directors, officers, or any former Director or officer, or any associate of any of the foregoing, is, or has been at any time during 2019, indebted to us or our subsidiaries, either in connection with the purchase of our securities or otherwise.

AGGREGATE INDEBTEDNESS
Purpose	To the Company or its Subsidiaries		To Another Entity
Share purchases		Nil		Nil
Employee loans	$	2,181,432		Nil

- 63 -

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information with respect to securities authorized for issuance by us under equity compensation plans that permit issuance from treasury as at December 31, 2019.

	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 column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by Shareholders		1,211,137	$	51.78		338,052
Equity compensation plans not approved by Shareholders		N/A		N/A		N/A
Total		1,211,137	$	51.78		338,052

ADDITIONAL INFORMATION

Additional information (including financial information) relating to us can be found in our Annual Report for the year ended December 31, 2019, which includes our Annual Information Form and our audited financial statements for the years ended December 31, 2019 and 2018 and the accompanying audit report and management’s discussion and analysis. The Annual Report is on our website (www.westfraser.com) and can also be found on SEDAR (www.sedar.com). Copies of the Annual Report and the relevant portion of any documents incorporated by reference in the Annual Report, as well as additional copies of this Circular, may be obtained upon request to our Chief Financial Officer, Suite 501 – 858 Beatty Street, Vancouver, B.C., V6B 1C1 or by emailing to shareholder@westfraser.com.

DATED at Vancouver, B.C., March 6, 2020.

BY ORDER OF THE BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

- 64 -

EX-99.10

Exhibit 99.10

WEST FRASER TIMBER CO. LTD.

501 – 858 Beatty Street

Vancouver, British Columbia, V6B 1C1

P R O X Y

This proxy is solicited by the management of WEST FRASER TIMBER CO. LTD. (the “Company”) for the Annual Meeting of its Shareholders (the “Meeting”) to be held on Tuesday, April 21, 2020.

The undersigned hereby appoints Hank Ketcham, Chairman of the Board, or failing him, Ray Ferris, President and Chief Executive Officer of the Company, or instead of either of the foregoing, (insert name) _________________________, as nominee of the undersigned, with full power of substitution, to attend and vote on behalf of the undersigned at the Meeting to be held at 1250 Brownmiller Road, Quesnel, British Columbia, on Tuesday, April 21, 2020 at 11:30 a.m. local time, and at any adjournments thereof, and directs the nominee to vote or abstain from voting the shares in the Company of the undersigned in the manner indicated below:

1. Election of Directors

The nominees proposed by management of the Company are:

	FOR	WITHHOLD
HANK KETCHAM	☐	☐
REID E. CARTER	☐	☐
RAYMOND FERRIS	☐	☐
JOHN N. FLOREN	☐	☐
BRIAN G. KENNING	☐	☐
JOHN K. KETCHAM	☐	☐
GERALD J. MILLER	☐	☐
ROBERT L. PHILLIPS	☐	☐
JANICE G. RENNIE	☐	☐
GILLIAN D. WINCKLER	☐	☐

OR

Vote FOR ☐ the election of ALL nominees listed above (except those whose names the undersigned has deleted or stricken through, which deletion will indicate a withholding of vote)

WITHHOLD vote ☐ in respect of ALL nominees listed above.

Management recommends that shareholders vote FOR the election of ALL the foregoing nominees.

2. Auditor

Vote FOR ☐ WITHHOLD vote ☐ on the resolution to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year at the remuneration to be fixed by the board of directors of the Company.

3. Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)

Vote FOR ☐ AGAINST ☐ the resolution to accept the Company’s approach to executive compensation, as more particularly described in the information circular for the Meeting.

THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.

DATED: ___________________________, 2020.

Signature of Shareholder

(Please print name here)

Please use the following field to advise the Company of any change of address:

A proxy will not be valid unless the completed, signed and dated form of proxy is delivered to the Proxy Department of AST Trust Company (Canada) by mail or by hand at The Oceanic Plaza, Suite 1600, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1 no later than 11:30 a.m. (Vancouver time), on April 17, 2020, or, if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned Meeting at which the proxy is to be used.

Any one of the joint holders of a share in the capital of the Company may sign a form of proxy in respect of the share but, if more than one of them is present at the Meeting or represented by a proxyholder, the holder whose name appears first in the register of members in respect of the share, or that holder’s proxyholder or representative, will alone be entitled to vote in respect thereof. Where the form of proxy is signed by a corporation either its corporate seal must be affixed or the form should be signed by the corporation under the hand of an officer or attorney duly authorized in writing, which authorization must accompany the form of proxy.

A shareholder of the Company has the right to appoint a person, who need not be a shareholder, to attend and act for the shareholder and on the shareholder’s behalf at the Meeting other than either of the nominees designated in this form of proxy, and may do so by inserting the name of that other person in the blank space provided for that purpose in this form of proxy or by completing another suitable form of proxy.

The shares in the capital of the Company represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot, and where a choice with respect to a matter to be acted on is specified the shares will be voted on a ballot in accordance with that specification. This proxy confers discretionary authority with respect to amendments or variations to the matters specified in the accompanying Notice of Meeting for which no instruction is given, and with respect to other matters that may properly come before the Meeting. In respect of a matter so identified or referred to for which no instruction is given, the person appointed by this proxy will vote shares represented thereby as determined in his or her discretion.

- 2 -

EX-99.11

Exhibit 99.11

WEST FRASER ANNUAL REPORT 2019 Including Annual Information Form Dated: February 11, 2020

West Fraser manufactures renewable, sustainable wood product. we carry through on our commitment to responsible, which is a part of everything we do: our work in the forest, to the manufacture and delivery of value- added product to customers worldwide.

TABLE OF CONTENTS

REPORT TO SHAREHOLDERS	3
ANNUAL INFORMATION FORM	5
BUSINESS OVERVIEW	5
CORPORATE STRATEGY	5
CORPORATE STRUCTURE	6
HISTORY AND DEVELOPMENT OF BUSINESS	8
SALES REVENUE	8
MARKETS	8
FIBRE SUPPLY	9
HUMAN RESOURCES	13
CAPITAL EXPENDITURES AND ACQUISITIONS	13
ENERGY	14
ENVIRONMENT AND SOCIAL	14
RESEARCH AND DEVELOPMENT	17
LUMBER	17
PANELS	19
PULP	19
NEWSPRINT	20
RISK FACTORS	20
CAPITAL STRUCTURE	20
TRANSFER AGENT	22
EXPERTS	22
DIRECTORS AND OFFICERS	22
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	24
GOVERNANCE	25
AUDIT COMMITTEE	25
MATERIAL CONTRACTS	26
ADDITIONAL INFORMATION	27
SCHEDULE 1 - AUDIT COMMITTEE CHARTER	28
2019 MANAGEMENT’S DISCUSSION & ANALYSIS	31
INTRODUCTION AND INTERPRETATION	31
FORWARD-LOOKING STATEMENTS	31
NON-IFRS MEASURES	32
ANNUAL RESULTS	32
SELECTED QUARTERLY INFORMATION	33
DISCUSSION & ANALYSIS OF ANNUAL NON – OPERATIONAL ITEMS	33
DISCUSSION & ANALYSIS OF ANNUAL RESULTS BY PRODUCT SEGMENT	35
FOURTH QUARTER RESULTS	41
DISCUSSION & ANALYSIS OF FOURTH QUARTER NON-OPERATIONAL ITEMS	42
DISCUSSION & ANALYSIS OF FOURTH QUARTER RESULTS BY PRODUCT SEGMENT	43
CAPITAL EXPENDITURES	47
BUSINESS OUTLOOK	47
ESTIMATED EARNINGS SENSITIVITY TO KEY VARIABLES	49
CAPITAL STRUCTURE AND LIQUIDITY	49
DEFINED BENEFIT PENSION PLANS	50
SUMMARY OF FINANCIAL POSITION	51
DEBT RATINGS	51
CASH FLOW	51

- 1 -

CONTRACTUAL OBLIGATIONS	53
FINANCIAL INSTRUMENTS	53
SIGNIFICANT MANAGEMENT JUDGMENTS AFFECTING FINANCIAL RESULTS	53
ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED	55
NEW ACCOUNTING PRONOUNCEMENTS ADOPTED	55
RISKS AND UNCERTAINTIES	55
CONTROLS AND PROCEDURES	64
ADDITIONAL INFORMATION	64
RESPONSIBILITY OF MANAGEMENT	65
INDEPENDENT AUDITOR’S REPORT	66
CONSOLIDATED BALANCE SHEETS	69
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS	70
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY	71
CONSOLIDATED STATEMENTS OF CASH FLOWS	72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	73
FOUR YEAR FINANCIAL REVIEW	104
DIRECTORS AND OFFICERS	106
CORPORATE INFORMATION	107
GLOSSARY OF INDUSTRY TERMS	109

- 2 -

REPORT TO SHAREHOLDERS

Message from our Chief Executive Officer

Our strategy is to be the low-cost producer. We attain this by challenging our employees to contribute to our success, by consistently reinvesting our profits in our operations and people, and by maintaining a prudent balance sheet. The execution of this strategy is what results in long-term value creation throughout the commodity cycle.

2019 was a year of challenge and transition for West Fraser. In British Columbia, log shortages caused by the devastating impacts of the Mountain Pine Beetle led to industry-wide, permanent lumber production curtailments. For West Fraser, that reduction represented 600 MMfbm of lumber capacity, which included the closure of our Chasm mill.

In the U.S. South we executed one of our largest capital programs in Company history, focusing on the modernization of our southern yellow pine lumber production capacity. West Fraser’s U.S. facilities are located in regions with ample timber supply and in close proximity to strong housing markets. These factors, combined with solid demographic growth fundamentals, create significant opportunities for our southern mills.

Overall North American lumber production declined by 5% and was down approximately 3 billion board feet as a result of permanent and temporary curtailments announced in the year. However, macroeconomic data indicators for lumber demand indicate favourable growth trends, with housing construction and permits growing solidly. The year ended with the highest annualized pace of housing starts since 2006.

World annual pulp shipments in 2019 followed recent trends, with little change expected for pricing in the near term. We believe that strong operational results in our BCTMP business will continue, albeit in challenging global markets. Mid to long-term forecasts for growth in pulp consumption remain strong.

We anticipate sustained capital spending of $275—$325 million focused on cost reduction, increased yield, and production growth. Our aggressive modernization and growth plan for our southern U.S. mills resulted in the completion of several key capital projects in 2019. As we realize growth and efficiency gains, we are targeting a 10% increase in southern yellow pine lumber production for 2020.

We achieve a high level of resource efficiency by maximizing every log’s potential to be converted into valuable wood products. What is not made into a product is converted into carbon-neutral bioenergy, which currently provides 69% of our energy consumption, the energy equivalent of 7.6 million barrels of oil (Mboe). Today 75% of energy needs are met from renewable sources. We continue to explore options to increase energy efficiency throughout our operations and increase the generation and procurement of renewable energy.

Implementing the best available technology not only improves mill productivity and reduces costs. It also improves safety performance, reduces turnover and increases the quality of the jobs while supporting our ability to recruit and retain talented, skilled employees.

Safety performance is a crucial indicator for driving continuous performance improvement throughout the Company’s operations. We dedicate significant resources towards our goal of eliminating serious incidents and injuries through concentrated efforts in safety systems and training. West Fraser’s performance is trending in the right direction. Our medical incident rate for 2019 was 2.45, a 25% improvement since 2015. The highest frequency, serious injuries are hand and finger incidents. Our target is to reduce these injuries by 50% while closely monitoring our leading safety indicators to ensure progressive improvement across the Company’s safety performance metrics.

Our employees are the foundation of the Company’s ability to deliver on our objectives. West Fraser continues to be recognized as a preeminent employer, re-named one of Canada’s Top 100 Employers and Top Employers for

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Young People. Over the last several years, we have been improving our employee training and development systems. This is supported by our partnerships with academic institutions such as the College of the Ouachitas in Malvern, Arkansas; West Fraser Tech Centre at the College of New Caledonia in Quesnel and new technical programs at the British Columbia Institute of Technology in Burnaby, B.C. Working closely with these institutions underpins our ability to increase technical skills and employee development training matched to our internal curriculum.

The world is awakening to the advantages of responsibly-sourced wood in the carbon cycle: as a store of carbon, to generate carbon-neutral bioenergy and as a renewable alternative to non-renewable and fossil fuel-derived materials. We are proud to offer products that achieve all of these sustainable objectives, with the products we manufactured in 2019 storing 2.6 million metric tonnes of carbon.

West Fraser’s certified responsible sourcing of wood fibre and sustainable forest management are crucial to these planetary benefits. Because we replace what we harvest, Canadian forests managed for timber production are a carbon sink. Our sustainable forest management practices, stewardship and silviculture activities ensure we reforest planting two young trees for every tree we harvest. In 2019, we planted 63 million native tree seedlings to grow thriving forests for the future.

The environmental benefits of building with wood have never been more apparent or more accepted, a momentum that bodes well for West Fraser’s future. Converting more of the built environment to wood enables structures to store more carbon and displace higher carbon building materials, in effect doubling wood’s contribution to greenhouse gas abatement. North American lumber consumption is trending up approximately 2 billion board feet a year, and we are optimistic about the greater potential for growth in a carbon-conscious world.

Our goal is to be the premier forest products company in the industry, attracting and retaining people that want to play a role in making the Company better while reinforcing and growing a great culture and working environment. Our focus for 2020 is resolutely on achieving our operational performance expectations. Reducing cost while improving value are the areas that we control. I see significant opportunity to improve both. I look forward to 2020 as a year where together, we will draw on our strengths to seize these opportunities.

I want to recognize and thank every employee for the contribution they have made towards the performance of West Fraser in 2019. In particular, the employees and their families who were disrupted by the curtailments and those impacted by the closure of our Chasm mill. I am most thankful for and proud of the dedication and perseverance of our people throughout this organization.

I appreciate the advice, support and guidance of our Chairman and the Board of Directors through this transition period, the patience and backing of our customers, our employees, and our communities that are vital to our overall health and prosperity. It is this support and commitment that continues to inspire our management team to build a bigger and stronger company for the future.

/s/ Ray Ferris

Ray Ferris

President and Chief Executive Officer

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ANNUAL INFORMATION FORM

Date

This Annual Information Form (“AIF”) of West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us”, “our” or the “Company”) is dated as of February 11, 2020. Except as otherwise indicated, the information contained in it is as of December 31, 2019.

For definitions of various abbreviations and technical terms used in this AIF, please see the Glossary of Industry Terms found in our most recent Annual Report.

Where this AIF includes information from third parties we believe that such information (including industry and general publications and surveys) is generally reliable. However, we have not independently verified any such third-party information and cannot assure you of its accuracy or completeness.

All financial information in this AIF is presented in Canadian dollars, unless otherwise indicated.

Forward-looking Statements

This AIF, and the Annual Report of which it forms a part, contain historical information, descriptions of current circumstances and statements about potential future developments. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and are subject to various risks and uncertainties. Forward-looking statements are included herein under the headings “Fibre Supply” (replantation expectations), “Fibre Supply—Fibre Consumption” (log consumption), “Fibre Supply—Mountain Pine Beetle and B.C. Wildfires” (the timing of AAC reductions and the effect on our AACs), “Fibre Supply—Caribou Recovery Planning” (impact on our access to timber supply), “Fibre Supply—Aboriginal Matters” (the potential effect of aboriginal title or rights), “Human Resources” (status of collective agreement negotiations) and “Capital Structure—Cash dividends”, and are included in our 2019 Management’s Discussion & Analysis incorporated herein under the heading “Risks and Uncertainties”. Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including the matters described in these sections and under “Risk Factors”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements which reflect management’s estimates, projections and views only as of the date hereof. The Company undertakes no obligation to publicly revise these statements to reflect subsequent events or changes in circumstances except as required by applicable securities laws.

Business Overview

We are a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States. We hold rights to timber resources that are sufficient to supply a significant amount of the fibre required by our Canadian operations and have long-term agreements for the supply of a portion of the fibre required by our United States operations. We carry on our operations through subsidiaries and joint operations in British Columbia (“B.C.”), Alberta and the southern United States (“U.S.”). Our operations located in western Canada manufacture all of the products described above except SYP lumber. Our sawmills located in the southern U.S. produce SYP lumber, wood chips and other residuals.

Corporate Strategy

We are a diversified producer of wood products with access to extensive timber resources. Our Canadian lumber, plywood, LVL and veneer operations are directly or indirectly the primary source of raw material for our pulp & paper, MDF and energy operations.

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Our goal at West Fraser is to generate strong financial results through the business cycle, relying on our committed work force, the quality of our assets and our well established people and operating culture. This culture emphasizes cost control in all aspects of the business and internal and external competitiveness. In our approach to employee relations, we emphasize employee involvement and favour internal promotions whenever possible.

We are committed to operating in a financially conservative and prudent manner. The North American wood products industry is cyclical and periodically faces difficult market conditions and serious challenges. Our earnings are sensitive to changes in world economic conditions, primarily those in North America, Asia and Europe and particularly to the U.S. housing market for both new construction and repair and renovation spending. Most of our revenues are from sales of commodities for which prices are sensitive to variations in supply and demand. Since most of these sales are in U.S. dollars, exchange rate fluctuations of the U.S. dollar against the Canadian dollar is a major source of earnings volatility for us.

Maintaining a strong balance sheet and liquidity profile, along with our investment grade debt rating enables us to execute a balanced capital allocation strategy. Our goal is to continually reinvest in our operations, across all market cycles, to maintain a leading cost position and prudently return capital to shareholders. We believe that maintaining a strong balance sheet also provides the financial flexibility to capitalize on growth opportunities and is a key tool in managing our business over the long term.

Acquisitions and expansions are considered with a view to extending our existing business lines, particularly in lumber operations, and to product and geographic diversification. Our earnings over the business cycle have enabled us to make significant and ongoing capital investments in our facilities with the goal of achieving, maintaining or improving an overall low-cost position.

Corporate Structure

The following chart shows the relationship of West Fraser to the principal direct and indirect subsidiaries and the joint operations in which we participate and, where less than 100%, the percentage of our direct or indirect ownership.

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West Fraser Timber Co. Ltd.

West Fraser Mills Ltd.

LUMBER			PANELS	PULP & PAPER
Canada	U.S.		Plywood	Pulp
Quesnel	Joyce4	Lake Butler6	Edmonton	Hinton
Williams Lake	Huttig4	Whitehouse4	Quesnel	Quesnel
Smithers	Henderson5	Maxville6	Williams Lake	Quesnel (50%)7
Chetwynd	New Boston5	Blackshear6		Slave Lake
Fraser Lake	Leola4	Fitzgerald6	MDF
100 Mile House	Mansfield4	Dudley6	Blue Ridge	Newsprint
Blue Ridge1	Russellville4	Augusta4	Quesnel	Whitecourt (50%)8
Hinton	Maplesville4	Newberry4
Edson	Opelika4	Armour4	Veneer & LVL
Sundre2	McDavid4	Seaboard4	Rocky Mountain
High Prairie	Perry6		House2
Manning3			Slave Lake
	SPECIALTY LUMBER PRODUCTS
	Sundre2

1. Owned through Blue Ridge Lumber Inc., a wholly-owned subsidiary.

2. Owned through Sundre Forest Products Inc., a wholly-owned subsidiary.

3. Owned through Manning Forest Products Ltd., a wholly-owned subsidiary.

4. Owned through West Fraser, Inc., a wholly-owned subsidiary.

5. Owned through West Fraser Wood Products Inc., a wholly-owned subsidiary.

6. Owned through West Fraser Southeast, Inc., a wholly-owned subsidiary.

7. 50% interest in Cariboo Pulp & Paper Company.

8. 50% interest in Alberta Newsprint Company owned through West Fraser Newsprint Ltd., a wholly-owned subsidiary.

West Fraser is organized under the Business Corporations Act (British Columbia) and assumed its present form in 1966 by the amalgamation of a group of companies under the laws of B.C. The principal operating subsidiary, West Fraser Mills Ltd., assumed its present form on January 1, 2005 by amalgamation under those laws. West Fraser, Inc., West Fraser Wood Products Inc. and West Fraser Southeast, Inc. are Delaware corporations, while Blue Ridge Lumber Inc., Manning Forest Products Ltd. and Sundre Forest Products Inc. are Alberta corporations. West Fraser Newsprint Ltd. subsists under the laws of Canada. Alberta Newsprint Company (“ANC”) and Cariboo Pulp & Paper Company are unincorporated 50%-owned operations governed, respectively, by the laws of Alberta and B.C.

Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, B.C., Canada, V6B 1C1 and our registered office is located at 1500 – 1055 West Georgia Street, Vancouver, B.C., Canada, V6E 4N7.

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History and Development of Business

West Fraser originated in 1955 when three brothers, Pete, Bill and Sam Ketcham, acquired a lumber planing mill located in Quesnel, B.C. (“Quesnel”). From 1955 through 2019 the business expanded through the acquisition of a number of sawmills and related timber harvesting rights and the acquisition or development of lumber, panel and pulp & paper businesses.

Major developments for West Fraser during the last three years include the following:

2017	•  MDF facility in Quesnel damaged by fire in 2016 was repaired and began producing board on April 29. •  Acquired six sawmills in Florida and Georgia as well as an administrative office in St. Marys, Georgia. •  Softwood lumber duties were imposed by the U.S. Department of Commerce (“USDOC”). •  Completed four continuous kilns and two major sawmill upgrades.
2018	•  Rebuild of sawmill in High Prairie, Alberta. •  Commissioned an entirely new sawmill in Opelika, Alabama on the site of the existing sawmill. •  Completed five continuous dry kilns across Western Canada. •  Completed planer mill upgrades at facilities in Fraser Lake, B.C., Smithers, B.C. and Sundre, Alberta. •  Implemented upgraded refining technology at our Quesnel River Pulp mill and an additional concentrator at our Cariboo Pulp mill.
2019	•  Permanently reduced lumber production capacity due to fibre shortages in B.C. by roughly 600 MMfbm through the closure of the Chasm mill and the elimination of the third shift at the Quesnel, Fraser Lake and 100 Mile House mills. •  Completed primary breakdown upgrade at McDavid, Florida. •  Completed log merchandizer at Joyce, Louisiana. •  Completed new planer in Augusta, Georgia.

Sales Revenue ($ millions)
Year ended December 31	2019			2018			2017			2016			2015
Lumber		3,442			4,456			3,671			3,145			2,764
Panels		605			676			600			529			554
Pulp & Paper		966			1,163			988			887			900
Intracompany fibre sales		(136	)		(177	)		(125	)		(111	)		(118	)
		4,877			6,118			5,314			4,450			4,100

Markets

The markets for our products are highly competitive and product pricing can be volatile. Our products are sold in markets open to a number of companies with similar products and we compete with global producers. Our competitive position is affected by factors such as cost and availability of raw materials, energy and labour, the ability to maintain high operating rates and low per unit manufacturing costs, and the quality of our final products. Some of our products may also compete with non wood fibre based alternatives or with alternative products in certain market segments. Purchasing decisions by customers are generally based on price, quality, service and availability of supply. However, because commodity products such as ours have few distinguishing properties from

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producer to producer, competition for these products is based primarily on price. Prices and sales volumes are influenced by general economic conditions and the balance of supply and demand for the product. The following table shows selected average benchmark prices for the past five years for the primary products of the type we produced, although these prices do not necessarily reflect the prices we obtained.

Average Benchmark Prices

(In US$ except plywood)

	2019		2018		2017		2016		2015
SPF #2 & Better 2x4 (per Mfbm)1		360		480		401		305		278
SPF #3 Utility 2x4 (per Mfbm)1		285		372		323		240		209
SYP #2 West 2x4 (per Mfbm)2		384		501		433		409		376
Plywood (per Msf 3/8” basis)3 Cdn$		459		548		509		432		430
NBSK – U.S. (per tonne)4		1,239		1,337		1,105		978		972
NBSK – China (per tonne)5		634		878		712		599		644
Newsprint (per tonne)6		732		740		584		560		538
US$/CAD$7		0.754		0.772		0.771		0.755		0.782

Sources: (refer to our 2019 Management’s Discussion & Analysis for Canadian dollar equivalent prices of the products described herein)

1. Random Lengths - Net FOB mill.

2. Random Lengths - Net FOB mill Westside.

3. Crow’s Market Report – Delivered Toronto.

4. Resource Information Systems, Inc. - U.S. list price, delivered U.S.

5. Resource Information Systems, Inc. - China list price, delivered China.

6. Resource Information Systems, Inc. - Newsprint 27.7lb East, delivered (2015-2017 - U.S. Newsprint 48.8 gram, delivered).

7. Bank of Canada annual average exchange rate.

Fibre Supply

Our operations are dependent on the consistent supply of substantial quantities of wood fibre in various forms. The primary manufacturing facilities, which produce lumber, plywood and LVL, consume whole logs while the pulp & paper and MDF facilities mostly consume wood by-products in the form of wood chips (including from whole-log chipping operations), shavings and sawdust resulting from the production of lumber, plywood or LVL. Many facilities also consume hog fuel and wood waste in energy systems.

In B.C. and Alberta substantially, all timberlands are publicly owned and the right to harvest timber is acquired through provincially granted licences. Licences grant the holder the right to harvest up to a specified quantity of timber annually and either have a term of 15 to 25 years and are replaceable or have a shorter term but are not replaceable. Government objectives in granting licences include responsible management of timber, soils, wildlife, water and fish resources and the preservation of biodiversity and the protection of cultural values. The objectives also include achieving the fullest possible economic utilization of the forest resources and employment in local communities.

Timber tenures in B.C. and Alberta require the payment of a fee, commonly known as stumpage, for timber harvested pursuant to its terms. Stumpage in Alberta is product/price specific and varies with the sales price of the product into which the logs will be converted. Stumpage in B.C. is substantially based on the results of certain publicly-auctioned timber harvesting rights.

Timber tenures in B.C. and Alberta require the holder to carry out reforestation to ensure re-establishment of the forest after harvesting. Reforestation projects are planned and supervised by our woodlands staff and are subject to approval by relevant government authorities. Our timber harvesting operations are carried out by independent contractors under the supervision of our woodlands staff.

Canadian woodlands operations directly managed by West Fraser are independently audited and certified by the Sustainable Forestry Initiative (“SFI”) for fibre sourcing and sustainable forest management. Sustainable forest management means managing the forest in a way that maintains an ecologically sustainable and socially desired

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balance of values. It aims to ensure all the values present in the forest today, such as recreation, biodiversity, habitat protection, clean water, and others, will be there for future generations to use and enjoy. Our harvesting practices are designed to harvest timber safely and efficiently while minimizing environmental impacts. Our harvesting practices create openings that are consistent with the effects of natural disturbances common in our forests, like those that fire and insects create. Openings create the best conditions for regeneration for most of the tree species we manage. What we harvest and reforest reflects the profile of the tree species where we operate. On average we plant approximately 60 million native tree seedlings annually and all harvest sites are re-established as forests for the future.

The following table summarizes the timber tenures, as at December 31, 2019, which supply the Canadian mills that we own or in which we have an interest, as well as our AAC for such tenures.

Timber Tenures

(thousand m³)

Location	Tenure1	Expiry	AAC
B.C.	Coniferous Long-term	2022 - 2035	5,278
	Coniferous Short-term	2035	200
Alberta	Coniferous Long-term	2019 - 2033	6,380
	Deciduous Long-term	2019 - 2033	1,319

1. Long-term tenures include TFLs, FMAs, timber quotas and forest licences, which are renewable timber tenures. Short-term tenures include non-replaceable forest licences.

We do not own or manage any timberlands in the U.S.

Fibre Consumption

Annual log requirements for our Canadian sawmills, plywood facilities and LVL plant, all operating at the capacities described herein, would total approximately 14 million m³. Recently, we have been accessing approximately 65% of these requirements from the quota-based tenures described in the above table and the balance is typically acquired from third parties holding short or long-term timber harvesting rights, including independent logging contractors, aboriginal groups, communities and woodlot owners. We do not necessarily consume the maximum permitted volume of logs that may be harvested from our tenures annually but will adjust between tenure and purchase logs depending on circumstances including the availability of purchase logs and our ability to secure approvals to harvest in economically viable stands.

Our U.S. operations, which produce SYP lumber, would consume approximately 14 million tons of logs per year if operating at the capacity described herein. Our U.S. operations have access to approximately 18% of their log requirements under certain long-term supply contracts, and the balance is purchased on the open market. Open market purchases come from timber real estate investment trusts, timberland investment management organizations and private land owners.

Mountain Pine Beetle and B.C. Wildfires

The mountain pine beetle infestation in the B.C. interior reached a peak, in terms of the annual timber mortality rate, more than 15 years ago. Approximately 40 % of B.C.’s crown forest is within the timber harvesting land base (“THLB”), and approximately 29 % of the THLB is pine. When assessing the THLB of B.C.’s interior, approximately 37% is pine. The damage to the mature pine forests within our operating areas is significant.

The Province of B.C. previously increased the AAC on dead pine stands and limited the harvest of non-pine species until the salvage of dead pine stands comes to a conclusion. The AAC has been or will be reduced to reflect lower mature inventories as dead pine stands are harvested or when they are no longer economic to harvest. The Province has reduced the AAC in B.C.’s central interior by approximately 38% in the past five years. We expect this process to continue for another five years as the Province transitions AACs by incrementally reducing mountain

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pine beetle uplifts. To date, B.C.’s Chief Forester has announced reductions of the AAC in eight of our operating areas in the interior.

Wildfires in B.C. burned over two million hectares of forest land in 2017 and 2018 combined. Our Cariboo region operating areas were significantly impacted. Salvage of fire damaged trees has begun and is expected to continue for one to three years.

As the timing of future AAC reductions and the effect on our AACs will depend on a variety of factors, including the impact of wildfires and the amount of non-pine species available for harvest, the full effect on our operations cannot reasonably be determined at this time.

In Alberta, the Minister and the forest industry continue to implement aggressive programs for mountain pine beetle detection, single tree control and focused harvesting activity. The mountain pine beetle infestation significantly expanded from Jasper National Park into our Hinton forest management area (“FMA”) in 2017 and 2018. The mountain pine beetle has also spread into the Edson FMA and, to a lesser extent the Sundre FMA. We continue to work aggressively to reduce the number of susceptible pine stands and conduct spread control activities across the region in concert with other forest industry participants and the Alberta government.

Caribou Recovery Planning

Draft woodland caribou recovery plans were released by the Alberta government in December 2017. We have been working with the Province to develop strategies that support caribou recovery while maintaining our access to the forest resource. The AAC impact from these plans will depend on the final location of potential conservation areas and the forest harvest regimes that are implemented. We anticipate this work will continue in 2020.

B.C. and Canada have initialled a conservation agreement for all Southern Mountain Caribou ranges in the Province. The current focus is on the Central Group, which is comprised of three herds in the South Peace area. The conservation agreement includes a partnership agreement with indigenous communities. Initial indications from the draft partnership agreement for the Central Group are a potential for new protected areas and increased conservation. This may have some impact on our access to timber supply, but we are unable to predict or quantify the impact at this stage in the conservation agreement process.

Forestry Certification

We obtain external certification from a number of accredited standard-setting certification bodies which offer independent verification of the measures that we take to mitigate the effects of our activities on the environment.

All of the Canadian woodlands operations directly managed by us are independently certified by the SFI, an internationally recognized sustainable forest management certification program.

We also subscribe to the chain of custody certification Programme for Endorsement of Forest Certification (“PEFC”) standard for our Canadian produced forest products. PEFC chain of custody assures customers that the fibre in the supply chain comes from sources that comply with applicable laws, regulations and sustainable resource standards. The standard also demonstrates avoidance of sourcing fibre from controversial sources.

PEFC is a global organization that provides a mutual recognition framework for national certification systems. PEFC recognizes more than 25 national certification systems, including SFI, and assures customers that differing systems provide a consistent level of sustainable forest management.

Our pulp operations and MDF mills are registered to the Forest Stewardship Council’s (“FSC”) Standard for Chain of Custody Certification and the Standard for Company Evaluation of FSC Controlled Wood. This standard independently verifies that these operations do not source fibre from wood harvested (i) illegally, (ii) in violation

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of traditional and civil rights, (iii) in forests where high conservation values are threatened by management activities, (iv) in forests being converted to plantations or non-forest use, (v) from forests in which genetically modified trees are planted, or (vi) in violation of any of the International Labour Organization (“ILO”) Core Conventions, as defined in the ILO Declaration on Fundamental Principles and Rights at Work, 1988.

We do not own or manage any forestlands in the United States. However, our U.S. sawmills procure wood from a variety of sources normally within an approximate 70-mile radius of each mill. All our U.S. mills are certified under the SFI Fiber Sourcing Standard.

For more information concerning our sustainable and environmentally sound forest practices see below under the heading “Environment and Social” and our Responsibility Report at www.westfraser.com.

Residual Fibre Supply

In Canada substantially all our requirements for wood chips, shavings and sawdust and hog fuel are supplied from our own operations, either directly or indirectly through trades. This reduces our exposure to risks associated with price fluctuations and supply shortages of these products.

Our B.C. sawmills and plywood plants produce substantially all of the fibre requirements of our B.C. pulp operations and MDF plant. The Alberta MDF plant obtains its fibre from the adjacent Blue Ridge sawmill and other sawmills in the area. The Hinton pulp mill obtains its fibre from the adjacent Hinton sawmill and other sawmills in the area owned by us. At times we produce whole log chips to supplement the supply of residual chips from our various sawmills. The fibre requirements of our 50%-owned newsprint mill are obtained from local sawmills, including our sawmill in Blue Ridge and the Slave Lake veneer operation, through chip purchase agreements and log for chip trades using logs harvested from the newsprint mill’s tenures. The Slave Lake deciduous FMA provides most of the fibre requirements of the Slave Lake pulp mill, with the balance being obtained from logs purchased from local suppliers.

The majority of the wood chips produced by our U.S. operations are sold to pulp mills at market prices pursuant to long-term contracts.

Aboriginal Matters

We are committed to working with Indigenous Peoples (including First Nations, Métis and others) with mutual respect and understanding of each other’s interests, values, and goals. Our voluntary forest certification standards include respect for Indigenous Peoples’ property, tenure and use rights. This is specifically addressed in the SFI 2015-2019 Standards and Rules, which recognizes the principles outlined in the United Nations Declaration for the Rights of Indigenous Peoples. As a program participant, West Fraser communicates and collaborates with local Indigenous Peoples and communities in order to better understand their traditional practices with respect to forest management.

Notwithstanding these efforts, our continued access to the forest resource in Canada could be adversely affected by aboriginal rights and title claims, treaties with aboriginal groups, non-treaty agreements governments may choose to enter into with Aboriginal groups, other legislation governments may to pass related to Aboriginal groups and other commitments made to Aboriginal groups by governments. These, and related duties of government to consult and accommodate Aboriginal groups, could affect the issuance, validity, renewal and exercise and terms and conditions of Crown timber rights and authorizations to harvest, or the timeliness of obtaining such rights.

The Canadian federal government and the provincial governments in Alberta and B.C. have made commitments to renew their relationships with aboriginal groups, and in some case have expressed their support for the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”) and their intent to adopt and implement it.

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This includes the passage of the Declarations on the Rights of Indigenous Peoples Act in British Columbia in November 2019.

If Aboriginal title is proven over any of the lands where we have interests or rights, it could result in aboriginal ownership of the resources on title lands. However, to date there has been only one court case finding aboriginal title in B.C. where aboriginal title was found to be held by the Tsilhqot’in Nation in respect of an area that is less than 0.2% of B.C., and in areas where we do not hold cutting permits. It is uncertain at present what rights (including rights to compensation), if any, third party tenure holders may have in relation to tenures on lands found to be subject to Aboriginal title.

As the jurisprudence and government policies respecting aboriginal title and rights and the consultation process continue to evolve, we cannot at this time predict whether aboriginal claims will have a material adverse effect on our timber harvesting rights or on our ability to exercise, renew or transfer them, or secure other timber harvesting rights. West Fraser is and will continue to be proactive in its efforts to engage and work with Indigenous Peoples to seek positive and beneficial working relationships and maintain access to the timber harvesting land base.

Human Resources

As at December 31, 2019, we employed approximately 8,200 individuals, including our proportionate share of those in 50%-owned operations. Of these, approximately 5,630 are employed in our lumber segment, 1,300 in our panels segment, 860 in our pulp & paper segment and 410 in our corporate segment. Approximately 34% of our employees are covered by collective agreements. There are no expired collective agreements remaining as at December 31, 2019.

The safety of our employees is a core value and business priority and our safety goal is to eliminate serious incidents and injuries. We have achieved a 10% reduction in our medical incident rate since 2016. We provide ongoing safety training for our employees to minimize potential risks inherent in forestry-related manufacturing industries. Our Health and Safety Policy and objectives and a description of external safety certifications obtained by us are described in our Responsibility Report available on our website at www.westfraser.com.

Capital Expenditures and Acquisitions

We regularly invest in upgrading and expanding our facilities and operations. However, during periods when earnings are weak, we may reduce capital and other expenditures in order to preserve liquidity. The following table shows the capital expenditures and acquisitions during the past five years.

Capital Expenditures and Acquisitions

($ millions)

Year ended December 31	2019		2018		2017		2016		2015
Lumber		339		284		247		195		172
Panels		23		16		22		25		5
Pulp & Paper		39		60		58		42		32
Corporate & Other		9		10		9		11		11
	410		370		336		273		220
Acquisitions		—		—		526		—		76
	410		370		862		273		296

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Energy

Currently, 75% of West Fraser’s energy requirements are met from renewable sources. West Fraser’s energy objectives are to further increase energy efficiency throughout our operations by investing capital and to continue to research and develop alternate ways to generate or procure renewable energy.

Almost all of the Company’s manufacturing facilities generate some form of renewable energy. Carbon-neutral biomass makes up 69% of our energy consumption. This bioenergy generation represents the energy equivalent offset of 7.6 million barrels of oil. Since 2005, energy initiatives have resulted in a 29% decrease in the intensity of purchased energy across our solid wood operations. The electrical intensity of our BCTMP mills has also been reduced by 28% per ADMT (air-dried metric tonne).

Our pulp, paper and MDF operations use substantially more energy than our lumber and plywood operations. We have completed several projects to reduce our purchased energy dependence by utilizing sawmill residuals, waste biomass and pulp mill effluent streams to produce heat and steam to dry our wood products as well as generate electricity. Such projects include those at our Hinton and Cariboo pulp mills, which have generating facilities which produce electricity to satisfy most of their energy requirements and in some cases sell excess electricity to the provincial utility. In addition, our Slave Lake pulp mill produces electricity for its own use from bio-gas reclaimed from effluent treatment.

Co-generation projects at our Fraser Lake, B.C., Chetwynd, B.C. and Manning, Alberta sawmills produce electricity from residuals and waste biomass. Most of this electricity is sold under long-term contracts.

In B.C., electricity is purchased from the provincial utility at regulated prices based largely on generation costs. In Alberta, electricity is purchased at market prices through the Alberta power pool. In the U.S., the majority of electricity is purchased from large utility producers at established regulated market rates and a small number of facilities purchase electricity distributed through local electric cooperatives with a cost plus distribution fee structure.

In Alberta, we operate a natural gas-fired power plant at our 50%-owned newsprint mill which provides a partial hedge against high prices of electricity and transmission costs.

Our exposure to energy costs includes the cost to purchase electricity, natural gas, gasoline, diesel fuels, carbon taxes and fuel surcharges on purchased transportation.

Environment and Social

Regulatory Requirements

Our manufacturing operations are subject to environmental protection laws and regulations. We have developed and apply internal programs and policies to help ensure that our operations are in compliance with applicable laws and standards and to address any instances of non-compliance. We have incurred, and will continue to incur, capital expenditures and operating costs to comply with environmental laws and regulations, which are not expected to have material financial or operational effects on us or our competitive position. We are required to carry out remediation activities, including site decommissioning, under applicable environmental protection laws and regulations. In addition, we are required to carry out reforestation activities under our various timber licences. We maintain accruals in our financial statements for certain environmental, reforestation and decommissioning obligations.

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Responsible Management of Energy, Woodlands, and Water

West Fraser is committed to utilizing energy, woodlands and water resources responsibly and takes meaningful, ongoing steps to reduce our impact on the environment. Within the carbon cycle and for climate change adaption and mitigation, wood products have three beneficial roles: (i) as a store of carbon, (ii) as an alternative to fossil fuel-based materials, and (iii) for generating carbon-neutral energy. Wood is 50% carbon and an ecological, renewable alternative to products like concrete, steel, plastics, and petroleum-based chemicals. Converting more of the built environment to wood has been identified as a solution for reducing global Greenhouse Gas (“GHG”) emissions. West Fraser’s 2019 production stored 2.6 million metric tons of carbon in our products.

From a manufacturing perspective, we address GHG emissions by improving our energy efficiency and generating electricity at our operations from manufacturing by-products such as wood waste and pulp mill effluent. We are committed to consciously managing our energy use, reducing our consumption and developing sustainable energy solutions. Enterprise-wide, we’ve reduced GHG emissions intensity in our solid wood manufacturing facilities by 9.6% since 2005. We achieved this decrease during a period of significant production growth due to several mill acquisitions (lumber production grew 57%, from 4,212 MMfbm in 2005 to 6,609 MMfbm in 2018).

In May 2016, West Fraser committed to the Canadian forest products industry’s pledge to remove 30 megatonnes (MT) of CO2 per year by 2030—more than 13% of the Canadian government’s emissions target. We continue to invest in bioenergy systems that more effectively capture the heat and steam generated during the production of wood products and other future relevant technology as it continues to improve. Additional information on our energy initiatives is included herein under the heading “Energy” and in our Responsibility Report available on our website at www.westfraser.com.

Our manufacturing plants have systems in place to treat and filter water and air discharges from our facilities. We have reduced the waste and materials that may previously have been sent to landfills through innovations to our production process to use more of the wood residuals, recovering them for value-added products and energy generation. We use more than 95% of each log, turning it into wood products: panels, pulp, paper, to create new bioproducts and other valuable products or it used in a bioenergy system. Virtually every part of a log will find a use within our operations: (i) sawdust and shavings are used in our MDF plants or are transformed into fuel and energy to run mill operations; (ii) wood chips and the wood cores from our plywood and veneer operations are used in pulping operations; and (iii) heat, steam, gases and biomass liquids (such as black liquor) that develop during our manufacturing processes are captured to provide energy to our mills or used to create other value added bioproducts such as Amallin^™ lignin and biocomposites (such as Propel^™).

We treat water as an important and protected resource throughout our operations. We specifically address, manage and monitor stream and watercourse protection as part of our sustainable forest management activities. Our pulp operations use and treat large volumes of water and we have invested considerably in improvements to water systems. At West Fraser, 94% of the water we use in our pulp operations is treated and returned to the environment.

Most of Canada’s forest land (93%) is publicly owned and the right to harvest timber is only allowed through government granted licences. West Fraser follows strict forest management requirements to be able to maintain and renew government-granted harvesting rights in Canada. We engage in sustainable forest management and our harvesting practices are designed to harvest timber safely and efficiently while minimizing environmental impacts. We replant the trees we harvest and, since 1955, West Fraser has planted more than 1.8 billion trees to ensure the forests where we operate are constantly renewed. We are proud of our excellent reforestation record, and we continue to explore new ways to improve our reforestation and silviculture practices. Our goal is to move beyond mere regulatory compliance to focus on conducting our business in an environmentally, socially and economically responsible manner.

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Community and Stakeholder Engagement

Stakeholder engagement and consultation is a crucial part of our success as a business. Stakeholder engagement and consultation is embedded in our forest management planning process through our sustainable forest management and fibre sourcing certifications. Identification and consultation with stakeholders is also required by Canadian law to meet the standards and provincial regulations governing the permitting and approval of harvesting and forest management planning on public lands.

Our mills and forest operations often work in partnership with Indigenous Peoples in the regions where we operate. We seek to build respectful, long-term, mutually beneficial working relationships with the Indigenous communities located near the areas in which we operate. In Canada within our forest planning, engagement and consultation processes as well as separate outreach, we work with more than 100 Indigenous communities and organizations in the regions where we harvest timber and manage public forest land under government licences.

Oversight and Further Information

Our Board, particularly the Environmental, Health & Safety Committee, together with our executive and our senior leadership teams, set the policy and practice of our environmental, social and governance activities within our business and are responsible for monitoring our safety and environmental performance, including identifying and managing environmental risks.

We have adopted and implemented social and environmental policies and practices that are essential to our operations. Our social, environmental and safety practices are governed by the principles set out in our Code of Conduct, our Environmental Policy and our Health and Safety Policy.

Our Code of Conduct emphasizes our overall commitment to sustainability and sets out specific requirements in areas related to: (i) legal and ethical business conduct; (ii) promotion of safe and healthy work practices; (iii) commitment to operating in an environmentally sustainable manner; (iv) the commitment to human rights and a harassment, discrimination and violence-free workplace; and (v) maintaining a confidential feedback mechanism and conducting regular audits to ensure adherence to the Code.

Our Environmental Policy sets out our commitment to do business in an environmentally, socially, and economically responsible manner. This commitment includes: (i) responsible stewardship of the environment; (ii) sustainable forest management; and (iii) protection of the health and safety of our employees, customers, and the public. Our operating philosophy involves continually improving our forest practices and manufacturing procedures, optimizing the use of resources, and minimizing or eliminating the impact of our operations on the environment.

Environmental excellence is an integral aspect of our long-term business success. We are committed to: (i) complying with all applicable environmental laws and regulations and striving to maintain biodiversity and to protect wildlife habitat and ecosystems; (ii) developing and implementing best practices to continuously improve our environmental performance; (iii) preventing pollution and continuing to improve our environmental performance by setting and reviewing environmental objectives and targets; (iv) conserving, reducing, reusing and recycling wherever practicable the resources and materials that we use and ensuring that all waste is safely and responsibly handled and disposed of; (v) employing and encouraging the development and use of environmentally friendly practices and technology; (vi) conducting periodic environmental audits; (vii) providing training for employees and contractors to ensure environmentally responsible work practices; (viii) communicating our sustainable forest management and environmental performance openly and transparently to our Board of Directors, employees, customers, shareholders, local communities and other stakeholders.

In addition, we have also adopted a Health and Safety Policy. Safety is a core value and a business priority and we are committed to maintaining a safe workplace and strive to be an industry leader by managing an effective safety program, complying with all laws and regulations, and continuously improving our performance. Within our safety

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program, we have identified key responsibilities for executive management, operating site management, employees and contractors, as detailed in our safety policy. The Health and Safety Policy requires management to develop and maintain company-wide and site-specific occupational health and safety programs, that include core guidelines and systems to measure ongoing effectiveness. Our employees are also responsible for following established safe work procedures as outlined in their job duties and company safety guidelines, including reporting unsafe conditions, acts, and practices.

We measure and report our performance on an ongoing and comprehensive basis. We implemented internal monthly, quarterly and annual reporting that tracks performance indicators, including compliance with permits, environmental monitoring, health and safety performance, materials inputs and outputs, community concerns expressed and actions taken in response, and reclamation and remediation activities.

We are committed to providing comprehensive and transparent information regarding our environmental, social and governance (ESG) matters, and additional information including our Responsibility Report prepared in alignment with the Global Reporting Initiative (GRI), a global standard for reporting on a range of economic, environmental and social impacts, is available in the “Responsibility” section of our website (at www.westfraser.com).

Research and Development

We support industry research and development organizations and conduct research and development at several plants to improve processes, maximize resource utilization and develop new products and environmental applications. In addition, in the previous five years we have focused on projects in bioenergy generation and bioproducts, including cellulose biocomposites and alternative uses for lignin recovered during the pulping process.

Lumber

Sales

Lumber produced at our Canadian sawmills and sold to North American customers is marketed and sold from our sales office in Quesnel, B.C. while sales to offshore markets are made from our export sales office in Vancouver, B.C. Offshore sales activities are complemented by a customer service office in Japan. Lumber produced at our U.S. sawmills is marketed by our sales group in Memphis, Tennessee and St. Marys, Georgia. From time to time, we purchase lumber for resale in order to meet requirements of customers.

In 2019, sales of lumber were made to customers in the U.S. and Canada and to customers offshore, predominantly in China and Japan. Most lumber shipments to North American customers by our Canadian operations were made by rail and the balance by truck. Most lumber shipments to North American customers by our U.S. operations were delivered by truck and the balance by rail. Offshore shipments from both Canada and the U.S. were made through various public terminals in bulk or container vessels.

Shipments and sales of our lumber products can be impacted by seasonal influences. Shipments from our Western Canadian mills can be affected by winter weather that affects rail and other transportation services. In the summer months, during fire season, logging, manufacturing and transportation can all be affected by wildfire activity or by evacuation alerts or orders in regions where we operate. Home construction activity which significantly influences the demand for our products has historically been higher in the first half of the year and experiences a seasonal slow down in the third quarter. A significant portion of our SYP products are used in treated wood applications and demand for these products is often highest in anticipation of spring and summer construction activity.

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Softwood Lumber Dispute

The Canada - U.S. Softwood Lumber Agreement (“SLA”) expired in October 2015 and on the expiry of that agreement a one year moratorium on trade sanctions by the U.S. came into place. The Government of Canada and the U.S. Trade Representative have been unable to reach agreement on a new managed trade agreement.

In November of 2016 a coalition of U.S. lumber producers petitioned the USDOC and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian producers and levy countervailing and antidumping duties against Canadian imports. The USDOC made its preliminary determination regarding countervailing duties in April 2017, and in June 2017 for antidumping duties. In December of 2017 countervailing and antidumping rates for West Fraser were revised to 17.99% and 5.57% respectively. On February 3, 2020, the USDOC released the preliminary results from the first Administrative Review for the Period of Investigation from April 28, 2017 to December 31, 2018. The details are described more fully in Note 27 to the annual consolidated financial statements and under “Softwood Lumber Dispute” in the Lumber section of Management’s Discussion & Analysis for the year end December 31, 2019. Assuming these rates are finalized our combined cash deposit rate would be revised to 9.08%. The duty rates are subject to an appeal process and are not expected to be finalized until August of 2020 at which time any required adjustment will be recorded.

A substantial portion of our products that are manufactured in Canada are exported for sale. Our financial results are dependent on continued access to the export markets and tariffs and other trade barriers that restrict or prevent access represent a continuing risk to us. The SLA had provided our Canadian lumber operations with continued access to the U.S. market and the imposition of future trade barriers could impair that access.

Operations

We operate 33 sawmills and a wood treating facility at the Sundre, Alberta sawmill. Our Canadian sawmills, of which six are in B.C. and another six are in Alberta, produce spruce, pine, fir lumber of various grades and dimensions. Our 21 U.S. sawmills produce southern yellow pine lumber of various grades and dimensions.

Capacity and Production

(both MMfbm)

	2019		2018		2017		2016		2015
Capacity (year-end)
B.C.		1,835		2,170		2,460		2,465		2,400
Alberta		1,700		1,700		1,690		1,635		1,600
U.S. South		3,200		3,200		3,050		2,400		2,300
	6,735		7,070		7,200		6,500		6,300
Production
B.C.		1,682		2,236		2,257		2,303		2,225
Alberta		1,529		1,556		1,552		1,493		1,374
U.S. South		2,703		2,817		2,424		2,139		2,008
	5,914		6,609		6,233		5,935		5,607

Lumber production capacity is generally based on our sawmills running on a five-day, two-shift basis with certain exceptions where logs may be available to run a third shift. The capacity figures stated above for 2018 and 2019 give effect to the permanent production curtailments at a number of our B.C. sawmills in 2018 and 2019.

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Panels

Sales

Plywood, LVL and MDF are marketed from our sales office in Quesnel, B.C. to retail outlets, wholesale distributors, remanufacturers and treating businesses. MDF is marketed under the names “Ranger”^™, “WestPine”^™, and “Eco-Gold”^™ both from our sales office and through distributors.

In 2019 most of our sales of plywood were made to customers in Canada and sales of MDF and LVL were to customers in the U.S. and Canada. Shipments were by rail or truck. Plywood sales follow a seasonal pattern of demand with the strongest demand being centred in September and October.

Operations

Our panel operations include three plywood mills that primarily produce standard softwood sheathing plywood, two MDF mills, each with the flexibility to manufacture varying thicknesses and sizes, an LVL mill, and a veneer mill that produces veneer for use in our Edmonton plywood mill. A fire at our MDF plant in Quesnel on March 9, 2016 resulted in the closure of the plant while repairs and reconstruction took place. The rebuilt plant began producing board on April 29, 2017 and returned to normal production levels by the end of 2017. This reduced 2016 and 2017 MDF production compared to prior years. In 2018, we reduced the operating schedule at our LVL mill to more closely match market conditions which resulted in reduced capacity.

Capacity and Production

	2019		2018		2017		2016		2015
Plywood (MMsf 3/8” basis)
Capacity (year-end)		860		860		860		850		830
Production		818		833		838		826		797
MDF (MMsf 3/4” basis)
Capacity (year-end)		250		250		250		250		250
Production		221		224		191		160		220
LVL (Mcf)
Capacity (year-end)		2,600		2,600		3,200		3,200		3,200
Production		2,034		2,251		2,676		2,215		1,627

Pulp

Sales

Pulp is marketed out of our pulp sales office in Vancouver, B.C. In 2019, sales of both NBSK and BCTMP were to customers in North America, Asia (predominantly China) and to other offshore customers. Shipments within North America were primarily by rail and those to offshore customers were by rail and truck to Vancouver, B.C. and then by bulk or container vessels.

Operations

BCTMP is produced at our Slave Lake pulp mill, primarily from hardwood aspen, and is also produced at our Quesnel River pulp mill, primarily from softwood species. These pulps are used by paper manufacturers to produce paperboard products, printing and writing papers and a variety of other paper grades. NBSK is produced at our Hinton and Cariboo pulp mills and is used by paper manufacturers to produce a variety of paper products, including tissues and printing and writing papers.

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Capacity and Production

(Mtonnes)

	2019		2018		2017		2016		2015
BCTMP
Capacity (year-end)		690		690		690		680		650
Production		677		652		674		665		645
NBSK
Capacity (year-end)		570		570		570		570		570
Production1		460		499		498		527		497

1. Reflects West Fraser’s 50% ownership of the Cariboo pulp mill.

Newsprint

Sales

Newsprint is sold to various publishers and printers in North America and delivered by rail and truck.

Operations

Our 50%-owned newsprint mill at Whitecourt, Alberta produces standard newsprint in basis weights: 34, 36, 40, 43 and 45 grams per square metre.

Capacity and Production¹ (Mtonnes)

	2019		2018		2017		2016		2015
Capacity (year-end)		135		135		135		135		135
Production		112		109		122		128		133

1. Reflects West Fraser’s 50% ownership.

Risk Factors

A detailed discussion of risk factors is included under the heading “Risks and Uncertainties” in Management’s Discussion & Analysis for the year ended December 31, 2019, which is incorporated herein by reference. Our Management’s Discussion & Analysis is available on SEDAR at www.sedar.com.

Capital Structure

Share Capital

Our authorized share capital consists of 430,000,000 shares divided into:

(a) 400,000,000 Common shares,

(b) 20,000,000 Class B Common shares, and

(c) 10,000,000 Preferred shares, issuable in series.

The Common shares and Class B Common shares are equal in all respects, including the right to dividends, rights upon dissolution or winding up and the right to vote, except that each Class B Common share may at any time be exchanged for one Common share. The Common shares are listed and traded on the Toronto Stock Exchange under the symbol WFT while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

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As at December 31, 2019, the issued share capital consisted of 66,381,289 Common shares and 2,281,478 Class B Common shares for a total of 68,662,767 shares (as at December 31, 2018 - 69,818,838 shares).

Credit Ratings

As shown in the table below, West Fraser is rated by three rating agencies. West Fraser pays annual fees to maintain its debt and corporate ratings. The ratings are assigned both on a corporate level and specifically to our US$300 million notes maturing October 2024. The ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by each rating agency.

Agency	Rating	Outlook
DBRS1	BBB(low)	Positive
Moody’s2	Baa3	Stable
Standard & Poor’s3	BBB-	Stable

1. DBRS credit ratings for long-term obligations range from AAA to D. A rating of BBB is described by DBRS as “adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events”. Additional information on the rating is available on DBRS’s website.

2. Moody’s credit ratings for long-term obligations range from Aaa to C. Moody’s describes obligations rated Baa as “subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics”. Additional information on the rating is available on Moody’s website.

3. S&P credit ratings for long-term obligations range from AAA to D. A rating of BBB- is described by S&P as “considered lowest investment grade by market participants”. Additional information on the rating is available on S&P’s website.

Market Prices

The following table sets forth adjusted market prices and trading volumes of our Common shares on the Toronto Stock Exchange for each month of 2019 and 2018.

	2019								2018
	High		Low		Close		Volume		Close		Volume
	($)		($)		($)		(000’s)		($)		(000’s)
January		78.59		65.79		78.27		8,344		86.06		5,048
February		80.13		63.54		64.77		7,975		89.38		5,966
March		71.85		62.30		65.00		8,344		85.61		7,030
April		69.09		63.28		68.97		8,432		86.97		5,334
May		70.46		52.01		52.69		8,828		94.23		9,196
June		66.43		52.14		59.70		8,242		90.49		10,283
July		61.80		51.17		51.59		7,724		80.80		12,100
August		52.42		43.93		46.90		7,213		86.57		11,056
September		56.17		44.93		53.00		7,116		73.51		10,576
October		62.02		49.22		60.90		8,176		66.14		20,129
November		62.21		56.91		57.77		6,495		69.35		10,141
December		59.34		53.60		57.28		6,947		67.44		8,130
Total								93,836				114,989

Source: http://tradingdata.tsx.com

Cash dividends

The declaration and payment of cash dividends is within the discretion of our Board of Directors. Historically, cash dividends have been declared on a quarterly basis payable after the end of each quarter. On an annual basis, dividends of $0.80 per share were declared in 2019, $0.70 per share were declared in 2018, $0.36 per share were declared in 2017 and $0.28 per share were declared in 2016 and 2015. There can be no assurance that dividends will continue to be declared and paid by us in the future, as the discretion of the Board of Directors will be exercised from time to time taking into account our current circumstances.

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Transfer Agent

Our transfer agent and registrar is AST Trust Company (Canada), with registers of transfers in Vancouver, B.C. and Toronto, Ontario.

Experts

Our auditors are PricewaterhouseCoopers LLP (“PwC”), who prepared the Auditor’s Report included with our annual consolidated financial statements for the year ended December 31, 2019. PwC has confirmed that it is independent with respect to us, within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of B.C., as of February 11, 2020.

Directors and Officers

Directors

The names and municipalities of residence of the directors of the Company, their principal occupations during the past five years and the periods during which they have been directors of the Company are as follows:

Name and Municipality of Residence	Principal Occupation	Director Since
Henry H. Ketcham Vancouver, B.C.	Chairman of the Board	September 16, 1985
Reid E. Carter1 & 4 West Vancouver, B.C.	Corporate Director	April 19, 2016
Raymond W. Ferris Vancouver, B.C.	Chief Executive Officer	July 1, 2019
John N. Floren2, 3 & 4 Eastham, Massachusetts	President and Chief Executive Officer, Methanex Corporation	April 19, 2016
Brian G. Kenning2 & 4 Vancouver, B.C.	Corporate Director	April 19, 2017
John K. Ketcham3 & 4 Santa Monica, California	Real Estate Developer	April 28, 2015
Gerald J. Miller1,3 & 4 Kelowna, B.C.	Corporate Director	April 19, 2012
Robert L. Phillips2, 4 & 5 Anmore, B.C.	Corporate Director	April 28, 2005
Janice G. Rennie1, 2 & 4 Edmonton, Alberta	Corporate Director	April 28, 2004

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Name and Municipality of Residence	Principal Occupation	Director Since
Gillian D. Winckler1, 3 & 4 Vancouver, B.C.	Corporate Director	April 19, 2017

1. Member of the Audit Committee.

2. Member of the Human Resources & Compensation Committee.

3. Member of the Health, Safety & Environment Committee.

4. Member of the Governance & Nominating Committee.

5. Lead Director.

Each director has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years except for Henry Ketcham who before April 19, 2016 was our Executive Chairman; Reid Carter who before December 31, 2018 was President, Brookfield Timberlands Management LP; Raymond Ferris who before July 1, 2019 was our President and Chief Operating Officer, before February 15, 2016 was our Vice-President, Wood Products and Gillian Winckler who before June 2015 was CEO and President, as well as CFO for a brief period of Coalspur Limited. The term of office of each director will expire at the conclusion of the Company’s next annual general meeting.

Officers

Name and Municipality of Residence	Office Held
Raymond W. Ferris Vancouver, B.C.	President and Chief Executive Officer
Brian A. Balkwill Quesnel, B.C.	Vice-President, Canadian Wood Products
Keith D. Carter Quesnel, B.C.	Vice-President, Pulp and Energy Operations
Larry E. Gardner Quesnel, B.C.	Vice-President, Canadian Woodlands
James W. Gorman Victoria, B.C.	Vice-President, Corporate and Government Relations
Christopher D. McIver North Vancouver, B.C.	Vice-President, Sales and Marketing
D’Arcy R. Henderson Quesnel, B.C.	Vice-President, Canadian Woodlands Operations
Sean P. McLaren Collierville, Tennessee	Vice-President, U.S. Lumber
Tom V. Theodorakis Vancouver, B.C.	Secretary Partner, McMillan LLP (lawyers)
Christopher A. Virostek North Vancouver, B.C.	Vice-President, Finance and Chief Financial Officer

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Name and Municipality of Residence	Office Held
Charles H. Watkins Memphis, Tennessee	Vice-President, Capital and Technology

Each officer has held the same or a similar office with the organization indicated or a predecessor thereof for the last five years except for Raymond Ferris (see disclosure under “Directors”); Brian Balkwill, who before July 1, 2018 was our Vice-President, Canadian Lumber, before February 15, 2016 was our General Manager, Canadian Lumber and before December 1, 2014 was our General Manager, Engineered Wood; Keith Carter, who before February 15, 2016 was our General Manager, Pulp Operations, before September 1, 2014 was our Operations Manager, Mechanical Pulp and before February 1, 2014 was our General Manager, Quesnel River Pulp; Larry Gardner, who before February 16, 2016 was our General Manager, Canadian Woodlands and before December 1, 2014 was our Chief Forester, B.C.; D’Arcy Henderson, who before December 10, 2019 was our General Manager, Canadian Woodlands and before September 23, 2019 was our Cariboo Regional Manager; James Gorman, who before May 19, 2015 was President and Chief Executive Officer of the Council of Forest Industries; Christopher McIver, who before February 16, 2016 was our Vice-President, Lumber Sales and Corporate Development; Sean McLaren, who before February 15, 2016 was our Vice-President, U.S. Lumber Operations; Christopher Virostek, who before April 1, 2017 was the Senior Vice-President of Strategy and Corporate Development of Masonite International Corporation; and Charles Watkins, who before February 11, 2020 was Vice-President, U.S. Lumber Manufacturing, before February 15, 2016 was our General Manager, U.S. Lumber Manufacturing and before August 18, 2015 was our Regional Manager, U.S. Lumber.

Shareholdings of Directors and Officers

The directors and officers of the Company as a group, beneficially owned or controlled or directed, directly or indirectly, the following shares of the Company:

	December 31, 2019			December 31, 2018
Common shares		1,393,492			1,414,601
% of total Common shares		2	%		2	%
Class B Common shares		78,728			78,728
% of total Class B Common shares		3	%		3	%
% of all shares outstanding		2	%		2	%

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Christopher Virostek, our Vice-President, Finance and Chief Financial Officer, was a director of Masonite (Africa) Limited (“MAL”), a majority owned subsidiary of Masonite International Corporation (“Masonite”), when MAL commenced voluntary business rescue proceedings in South Africa in December 2015. Mr. Virostek served as a director of MAL in connection with his duties as an employee of Masonite. The business rescue plan of MAL was substantially implemented as provided under its terms and the business rescue proceedings ended in August 2016, at which time Mr. Virostek resigned as a director.

Legal Proceedings and Regulatory Actions

Other than as disclosed below, there are no legal or regulatory proceedings to which we are or were a party, or to which any of our property is or was the subject of, during our financial year ended December 31, 2019, which involve claims that exceed 10% of our current assets. In addition, there are no penalties or sanctions imposed against us by a court relating to Canadian securities legislation or by a securities regulatory authority during our financial year ended December 31, 2019 or any other penalties or sanctions imposed by a court or regulatory body

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against us which would likely be considered important to a reasonable investor in making an investment decision, and we have not entered into any settlement agreements with a court relating to Canadian securities legislation or by a securities regulatory authority during our financial year ended December 31, 2019. See section “Discussion & Analysis of Annual Results by Product Segment - Lumber - Softwood Lumber Dispute” in our 2019 annual Management’s Discussion & Analysis for a description of developments related to the softwood lumber dispute.

Our 50%-owned newsprint mill in Whitecourt, Alberta has made a claim against the Government of Alberta for compensation under its crown timber tenures related to the woodland caribou recovery plans and associated restrictions on harvesting in certain areas, limitations on volumes that may be harvested and loss of access to harvestable timber that have been imposed or resulted under such plans.

Governance

Corporate governance is guided by our Corporate Governance Policy, a copy of which may be viewed on our web site: www.westfraser.com. The Board of Directors has established a Governance & Nominating Committee comprised of all non-management directors. The committee provides support for the stewardship and governance role of the Board in reviewing and making recommendations on the composition of the Board, the functioning of the Board and its committees, succession planning and all other corporate governance matters and practices. On the occasion of each regularly-scheduled meeting of the Board in 2019, the committee met without management representatives present and reviewed these and other issues.

The Corporate Governance Policy includes a Code of Conduct which sets out our policies and requirements relating to, among other categories, legal compliance, safety, environmental stewardship, human rights, anti-corruption and whistleblowing. Additional information is available on our website www.westfraser.com under Corporate Governance.

Audit Committee

The Audit Committee of our Board of Directors assists the Board in fulfilling its responsibility to oversee our financial reporting and audit process. The full text of the Audit Committee’s Charter is attached as Schedule 1.

Members

The following identifies each current member of the Audit Committee, and the education and experience of each member that is relevant to the performance of the member’s responsibilities as an Audit Committee member. All members of the Audit Committee are considered “independent” and “financially literate” within the meaning of NI 52-110.

Reid E. Carter

Mr. Carter holds a combined undergraduate degree in Forestry and Biology and a master’s degree in Forest Soils. He was president of a large timberlands investment firm and has been involved with that firm and related firms in various senior roles for the last 14 years. Prior to that he served as National Bank Financial’s Paper and Forest Products Analyst.

Gerald J. Miller

Mr. Miller, who holds a Bachelor of Commerce, is a Chartered Professional Accountant, Chartered Accountant. He spent 25 years in various roles at West Fraser until his retirement in 2011. While at West Fraser he served in a number of executive positions including Vice-President Finance and Chief Financial Officer. Mr. Miller is currently the Chair of the audit committee of Granite Real Estate Investment Trust.

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Janice G. Rennie

Ms. Rennie, who holds a Bachelor of Commerce, is a Chartered Professional Accountant, Chartered Accountant. She was elected as Fellow of the Chartered Accountants in 1998. Ms. Rennie has chaired or been a member of several audit committees of public companies in the past and currently is a member of the audit committees of Methanex Corporation, Major Drilling Group International Inc. and WestJet Airlines Ltd.

Gillian D. Winckler

Ms. Winckler, who holds a Bachelor of Science and Bachelor of Commerce obtained in South Africa, is a Chartered Accountant (South Africa). Ms. Winckler worked in the audit profession for five years, in corporate finance for five years, and in a number of executive positions with Coalspur Limited and BHP Billiton. Ms. Winckler is currently a member of the audit committees of Pan American Silver Corporation and FLSmidth.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that sets out the pre-approval requirements related to services to be performed by our independent auditors. The policy provides that the Committee will annually review proposed audit, audit-related, tax and other services (to be submitted by the Chief Financial Officer and the independent auditor), and will provide general approval of described services, usually including specific maximum fee amounts.

Unless a service has received general pre-approval, it will require specific pre-approval by the Committee. The Committee is permitted to delegate pre-approval authority to any of its members. The Committee reports on the pre-approval process to the full Board of Directors from time to time.

Fees Paid to Auditors

($ thousands)

	2019		2018
Audit Fees1		702		878
Audit-Related Fees2		91		96
Tax Fees		260		263
All Other Fees3		15		140

1. Represents actual and estimated fees related to fiscal year ends.

2. For assurance and related services that are reasonably related to the performance of the audit but are not reported as “Audit Fees”.

3. Includes fees in connection with financial and tax due diligence assignments and various other compliance reporting matters.

Material Contracts

On October 15, 2014, we issued US$300 million of fixed-rate senior unsecured notes due October 15, 2024 pursuant to a private placement in the U.S. The notes bear interest of 4.35% with semi-annual payments commencing on April 15, 2015 and are redeemable, in whole or in part, at our option at any time. In the event of a change in control in respect of the Company which is followed within 60 days by ratings downgrades to below investment grade in certain circumstances, unless we have exercised the right to redeem all of the notes, each holder will have the right to require us to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101% of the principal amount of the notes plus any accrued and unpaid interest.

On April 24, 2019, we expanded our letters of credit facility by an additional $20 million. On July 18, 2019, we completed an amendment to our revolving lines of credit to extend the maturity date to August 28, 2024, and to increase the size of our Canadian and U.S. syndicated committed revolving credit facilities from $500 million to $850 million. At the same time, we also amended the terms of the US$200 million term loan to extend the maturity date from August 25, 2022 to August 28, 2024 and terminated the uncommitted $100 million credit facility that was temporarily established on April 24, 2019. All other material terms of the revolving lines of credit and the term loan remain unchanged. Also on January 17, 2020, we entered into an agreement for a new

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uncommitted, demand letter of credit facility of up to $40 million that can be used for the purposes of funding pension plan liabilities.

Additional Information

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our securities and securities authorized for issuance under equity compensation plans, will be contained in the Information Circular for the annual general meeting of the Company to be held on April 21, 2020. Additional financial information is provided in our annual consolidated financial statements and Management’s Discussion & Analysis for the year ended December 31, 2019.

Copies of our Annual Report, which will include this AIF and the documents incorporated by reference herein, our annual consolidated financial statements (including the auditor’s report) for the year ended December 31, 2019 and our Information Circular may be obtained at any time upon request from us once these documents have been published, but we may require the payment of a reasonable charge if the request is made by a person who is not a security holder of the Company.

This AIF, our Annual Report (once published) and additional information concerning the Company may also be obtained on our website www.westfraser.com and on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

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Schedule 1 - Audit Committee Charter

The Audit Committee Charter, which is set out below, was approved by the Board on February 11, 2020.

General Mandate

To assist the Board in fulfilling its responsibility to oversee the Company’s financial reporting and audit processes, its system of internal controls and its process for monitoring compliance with applicable financial reporting and disclosure laws and its own policies.

Responsibilities

The Committee will carry out the following responsibilities:

Financial Statements

• Review significant accounting and financial reporting issues, including complex or unusual transactions, significant contingencies and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the Company’s financial statements.

• Review the interim financial reports (including financial statements, management’s discussion and analysis, and related news releases) with management and the auditors, consider whether they are complete and consistent with the information known to Committee members and either provide a recommendation to the Board with respect to the approval of the interim financial reports or, if so delegated by the Board, approve the interim financial reports and the filing of the same together with all required documents and information with regulators.

• Understand how management develops interim financial information, and the nature and extent of auditor involvement.

• Review with management and the auditors the results of the audit, including any difficulties encountered.

• Review the annual financial statements, the annual management discussion and analysis and related news releases, and consider whether they are complete, consistent with information known to Committee members, and reflect appropriate accounting principles, and provide a recommendation to the Board with respect to the approval of the statements, the management discussion and analysis and the news release.

• Review with management and the auditors all matters required to be communicated to the Committee under generally accepted auditing standards.

Internal Control

• Require management of the Company to implement and maintain appropriate internal control procedures over annual and interim financial reporting.

• Review with management and auditors the adequacy and effectiveness of the Company’s internal control over annual and interim financial reporting, including information technology security and control and controls related to the prevention and detection of fraud and improper or illegal transactions or payments, the status of the remediation of any identified control deficiencies, and elicit recommendations for improvements.

• Understand the scope of the auditors’ review of internal control over financial reporting, and obtain and review reports on significant findings and recommendations, including those in respect of the Company’s

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accounting principles or changes to such principles or their application and the treatment of financial information discussed with management, together with management’s responses.

Audit

• Review the auditors’ proposed audit scope and approach.

• Review the performance of the auditors and provide a recommendation to the Board with respect to the nomination of the auditors for appointment and remuneration.

• Review and confirm the independence of the auditors by obtaining statements from the auditors on relationships between the auditors and the Company, including non-audit services, and discussing the relationships with the auditors.

• Periodically evaluate the need for the establishment of an internal audit function and make appropriate recommendations to the Board.

Compliance

• Review with management the adequacy and effectiveness of the Company’s systems for monitoring compliance with financial reporting and disclosure laws, including the Company’s disclosure controls and procedures, and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance.

• Review the findings of any examinations by regulatory agencies, and any auditor observations.

• Obtain regular updates from management and Company legal counsel regarding compliance matters.

Reporting Requirements

• Regularly report to the Board about Committee activities, issues and related recommendations.

• Provide an open avenue of communication between the auditors and the Board.

• Review any reports the Company issues that relate to Committee responsibilities.

Other Responsibilities

• Institute and oversee special investigations as needed.

• Develop and implement a policy for the approval of the provision of non-audit services by the auditors and assessing the independence of the auditors in the context of these engagements.

• Establish procedures for: (a) the receipt, retention and treatment of complaints received regarding non-compliance with the Company’s Code of Conduct, violations of laws or regulations, or concerns regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by officers or employees of the Company or by other persons of concerns regarding questionable accounting, auditing or financial reporting and disclosure matters or non-compliance with the Company’s Code of Conduct or other matters that are of a sensitive or “whistleblower” nature.

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• Assist the Board with its responsibility to, with the advice of management, identify the principal financial and audit risks of the Company and establish systems and procedures to ensure these principal financial and audit risks are monitored, and to make recommendations to the Board.

• Assist the Board with its responsibility to, with the advice of management, identify the principal information technology, cyber security, information security and IT networks and information systems risks of the Company and establish systems and procedures to ensure these risks are monitored, and to make recommendations to the Board.

• Annually review the expenses of the Chief Executive Officer.

• Annually review and approve: (i) the calculation of the ROSE (as such term is defined under the Company’s Executive Bonus Plan) for the purposes of the calculation of executive bonuses under the Executive Bonus Plan; (ii) the calculation of the performance phantom share unit multiple (referred to in the Phantom Share Unit Plan as the Adjusted Performance Phantom Share Unit Amount) and the related calculations of TSR (or total cumulative shareholder return) and ROCE (or average of the aggregate total annual return on capital employed over the applicable period) for the purposes of the calculation of the cash award payout on vested performance phantom share units granted under the Company’s Phantom Share Unit Plan; and (iii) the calculation of such other performance metrics as may be incorporated into any other executive incentive plans or equity based compensation plans used to determine executive bonuses or cash award payouts.

• Perform other activities related to this charter as requested by the Board.

• Review and assess the adequacy of this charter annually, requesting Board approval for proposed changes.

• Review terms of any Code of Conduct established by the Board and respond to any related compliance issues.

• Confirm annually to the Board that all responsibilities outlined in this charter have been carried out.

Qualifications and Procedures

• The composition of the Committee will comply with applicable laws including requirements for independence, unrelated to management, financial literacy and audit experience.

• The Chair of the Committee will be designated by the Board.

• The Committee will meet at least four times annually, and more frequently as circumstances dictate, and the CFO and a representative of the auditors should be available on request to attend all meetings.

• The Committee should meet privately in executive session with representatives of each of management and of the auditors to discuss any matters of concern to the Committee or such members, including any post-audit management letter.

• The Committee may retain any outside advisor at the expense of the Company, without the Board’s approval, at any time and has the authority to determine any such advisor’s fees and other retention terms.

• Minutes of each meeting should be prepared, approved by the Committee and circulated to the full Board.

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2019 MANAGEMENT’S DISCUSSION & ANALYSIS

Introduction and Interpretation

This discussion and analysis by West Fraser’s management (“MD&A”) of the Company’s financial performance for the year and three months ending December 31, 2019 should be read in conjunction with the cautionary statement regarding forward-looking statements below, our 2019 annual audited consolidated financial statements and accompanying notes (the “Financial Statements”), and our 2019 fourth quarter unaudited condensed consolidated interim financial statements and accompanying notes. Dollar amounts are expressed in Canadian currency, unless otherwise indicated and references to US$ are to the United States dollar.

Unless otherwise indicated, the financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”). An advisory with respect to the use of non-IFRS measures is set out below.

This MD&A includes references to benchmark prices over selected periods for products of the type produced by West Fraser. These benchmark prices are for one product, dimension or grade and do not necessarily reflect the prices obtained by West Fraser during those periods as we produce and sell a wide offering of products, dimensions, grades and species. For definitions of other abbreviations and technical terms used in this MD&A, please see the Glossary of Industry Terms found in our most recent Annual Report.

Where this MD&A includes information from third parties we believe that such information (including information from industry and general publications and surveys) is generally reliable. However, we have not independently verified any such third-party information and cannot assure you of its accuracy or completeness.

This MD&A uses the following terms that are found in our most recent Annual Report: “SPF” (spruce-pine-fir lumber), “SYP” (southern yellow pine lumber), “MDF” (medium density fibreboard), “LVL” (laminated veneer lumber), “BCTMP” (bleached chemithermomechanical pulp) and “NBSK” (northern bleached softwood kraft pulp).

The information in this MD&A is as at February 11, 2020 unless otherwise indicated.

Forward-Looking Statements

This MD&A contains historical information, descriptions of current circumstances and statements about potential future developments and anticipated financial results. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and are subject to various risks and uncertainties. Forward-looking statements are included under the headings “Discussion & Analysis of Annual Non-Operational Items—Adjusted Earnings and Adjusted Basic Earnings Per Share” (expected duty rate finalization date and adjustment of export duty rates); “Discussion & Analysis of Annual Results by Product Segment—Lumber Segment—Softwood Lumber Dispute” (administrative review commencement, adjustment of export duty rates and proceedings related to duty rates); “Discussion & Analysis of Annual Results by Product Segment—Pulp & Paper Segment—Sales and Shipments” (hardwood supply in South America); “Business Outlook”; “Estimated Earnings Sensitivity to Key Variables”; “Significant Management Judgments Affecting Financial Results—Softwood Lumber Dispute” (administrative review commencement and adjustment of export duty rates); “Significant Management Judgments Affecting Financial Results—Recoverability of Long-lived Assets” (judgments regarding carrying value of goodwill); and “Contractual Obligations”. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur. Actual outcomes and results of these statements will depend on a number of factors including those matters described under “Risks and Uncertainties” and may differ materially from those anticipated or projected. This list of important factors affecting forward-looking statements is not exhaustive and reference should be made to the other factors discussed in public filings with securities regulatory authorities. Accordingly, readers should exercise caution in relying upon forward-looking statements and we undertake no

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obligation to publicly update or revise any forward-looking statements, whether written or oral, to reflect subsequent events or circumstances except as required by applicable securities laws.

Non-IFRS Measures

Throughout this MD&A reference is made to Adjusted EBITDA, Adjusted earnings, Adjusted basic earnings per share, and net debt to total capital ratio (collectively “these non-IFRS measures”). We believe that, in addition to earnings, these non-IFRS measures are useful performance indicators for investors with regards to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions. These non-IFRS measures are not generally accepted earnings measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these non-IFRS measures should be considered as an alternative to earnings, earnings per share (“EPS”) or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating these non-IFRS measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The reconciliation of the non-IFRS measures used and presented by the Company to the most directly comparable IFRS measures is provided in the tables set forth below.

Annual Results

($ millions, except as otherwise indicated)

	2019			2018			2017
Sales		4,877			6,118			5,134
Cost of products sold		(3,652	)		(3,617	)		(3,124	)
Freight and other distribution costs		(713	)		(732	)		(633	)
Selling, general and administration		(211	)		(231	)		(217	)
Adjusted EBITDA1		301			1,538			1,160
Export duties		(162	)		(202	)		(48	)
Equity-based compensation		(6	)		(7	)		(32	)
Amortization		(259	)		(257	)		(210	)
Restructuring and impairment charges		(33	)		—			—
Operating earnings		(159	)		1,072			870
Finance expense		(49	)		(37	)		(31	)
Other		(11	)		37			7
Tax (provision) recovery		69			(262	)		(250	)
Earnings		(150	)		810			596

1. See section “Non-IFRS Measures” in this MD&A.

Basic earnings per share ($)	(2.18	)	10.88	7.63
Diluted earnings per share ($)	(2.34	)	10.62	7.63
Cash dividends declared per share ($)	0.80		0.70	0.36
Total assets	4,668		4,791	4,517
Long-term debt, includes current portion	660		692	636
Cdn$1.00 converted to US$ - average	0.754		0.772	0.771

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Selected Quarterly Information

($ millions, except EPS amounts which are in $)

	Q4-19			Q3-19			Q2-19			Q1-19			Q4-18		Q3-18		Q2-18		Q1-18
Sales		1,129			1,190			1,317			1,241			1,274		1,646		1,834		1,364
Earnings		(42	)		(45	)		(58	)		(5	)		29		238		346		197
Basic EPS		(0.61	)		(0.65	)		(0.85	)		(0.07	)		0.42		3.25		4.52		2.53
Diluted EPS		(0.61	)		(0.73	)		(0.92	)		(0.12	)		0.29		2.99		4.52		2.53

Discussion & Analysis of Annual Non-Operational Items

Adjusted Earnings and Adjusted Basic Earnings Per Share

($ millions, except EPS amounts which are in $)

	2019			2018
Earnings		(150	)		810
Add (deduct):
Export duties		162			202
Interest recognized on export duty deposits receivable		(4	)		(2	)
Equity-based compensation		6			7
Exchange (gain) loss on long-term financing		3			(10	)
Exchange (gain) loss on export duty deposits receivable		4			(5	)
Insurance gain on disposal of equipment		(4	)		—
Restructuring and impairment charges		33			—
Re-measurement of deferred income tax assets and liabilities		(18	)		—
Net tax effect on the above adjustments		(53	)		(57	)
Adjusted earnings1		(21	)		945
Adjusted basic EPS1,2		(0.31	)		12.70

1. See section “Non-IFRS Measures” in this MD&A.

2. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding.

Export duties of $162 million were expensed in 2019 related to SPF lumber compared to $202 million in 2018. We have also recorded interest income and foreign exchange on the estimated export duty deposits receivable as noted in the above table. The preliminary results of the administrative review of our duty rates for the April 28, 2017 to December 31, 2018 period has been issued by the U.S. Department of Commerce (“USDOC”). The second administrative review covering the 2019 fiscal period will commence in 2020 and results are not expected to be finalized until 2021. We believe that the U.S. allegations of subsidy and dumping are unwarranted and that the rates applied will be adjusted upon review. See “Softwood Lumber Dispute” under the heading “Lumber Segment” in this MD&A and Note 27 of the Financial Statements for further information.

Our equity-based compensation includes our share purchase option, phantom share unit, and directors’ deferred share unit plans (collectively, the “Plans”), all of which have been partially hedged by an equity derivative contract. The Plans and equity derivative contract are fair valued at each quarter-end and the resulting expense or recovery is recorded over the vesting period. Our fair valuation models consider various factors with the most significant being the change in the market value of our shares from the beginning to the end of the relevant period. The expense or recovery does not necessarily represent the actual value which will ultimately be received by the holders of options and units.

Any change in the value of the Canadian dollar relative to the value of the U.S. dollar results in the revaluation of our U.S. dollar denominated assets and liabilities. The revaluation of these assets and liabilities for our Canadian operations is included in other income, while the revaluation related to our U.S. operations is included in other comprehensive earnings. The table above reports our exchange gains or losses on U.S. dollar denominated long-term financing and export duty deposits receivable during the periods presented. Exchange gains or losses

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realized on the working capital balances of our Canadian operations are identified under “Other Non-Operational Items” below.

We finalized the insurance settlement related to the 2017 involuntary disposal of equipment at our 50%-owned NBSK plant resulting in a gain of $4 million in the fourth quarter of 2019.

Restructuring and impairment charges of $33 million were recognized in 2019 of which $25 million were related to the permanent closure of our Chasm, British Columbia (“B.C.”) lumber mill and $8 million of plant and equipment impairment of certain B.C. lumber mill assets.

Alberta income tax rate reductions from 12% to 8% over the next four years resulted in a decrease to deferred income tax expense of $18 million in 2019 associated with the re-measurement of deferred income tax assets and liabilities.

Other Non-Operational Items

Other income includes a number of non-operational items the most significant being foreign exchange revaluation on the assets and liabilities of our Canadian operations as discussed above. Foreign exchange on working capital items was a loss of $7 million in 2019 compared to a gain of $13 million in 2018.

Finance expense was higher in 2019 due to higher average borrowings on our line of credit during the year and lower interest income due to lower cash balances compared to 2018.

The results of the current year include an income tax recovery of $69 million compared to a provision for income tax of $262 million in 2018. The effective tax rate was 32% in the current year compared to 24% in 2018. The 2019 tax expense includes an $18 million benefit for the reduction in the Alberta general corporate tax rate from 12% to 8% over the next four years. Note 19 to the Financial Statements provides a reconciliation of income taxes calculated at the B.C. statutory rate to the income tax expense.

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Discussion & Analysis of Annual Results by Product Segment

Lumber Segment

($ millions unless otherwise indicated)

	2019			2018
Sales
Lumber		2,945			3,888
Wood chips and other residuals		384			456
Logs and other		113			112
		3,442			4,456
Cost of products sold		(2,588	)		(2,635	)
Freight and other distribution costs		(477	)		(503	)
Selling, general and administration		(146	)		(162	)
Adjusted EBITDA1		231			1,156
Export duties		(162	)		(202	)
Amortization		(196	)		(196	)
Restructuring and impairment charges		(33	)		—
Operating earnings		(160	)		758
Finance expense		(35	)		(25	)
Other		(7	)		20
Earnings before tax		(202	)		753
Capital expenditures		339			284
SPF (MMfbm)
Production		3,211			3,792
Shipments		3,363			3,790
SYP (MMfbm)
Production		2,703			2,817
Shipments		2,692			2,792
Wood chip production
SPF (M ODTs)		1,471			1,784
SYP (M green tons)		3,570			3,785
Benchmark prices (per Mfbm)
SPF #2 & Better 2x42 - US$		360			480
SPF #3 Utility 2x42 - US$		285			372
SYP #2 West 2x43 - US$		384			501
SPF #2 & Better 2x4 - Cdn$4		478			622
SPF #3 Utility 2x4 - Cdn$4		378			482
SYP #2 West 2x4 - Cdn$4		510			649

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Random Lengths - Net FOB mill.

3. Source: Random Lengths - Net FOB mill Westside.

4. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

Sales and Shipments

Lumber sales declined by $943 million compared to the prior year as selling prices for lumber were lower in 2019 and shipments were reduced by 527 MMfbm. The average SPF #2 & Better 2x4 benchmark price was US$360 per Mfbm and was US$120 per Mfbm lower compared to the prior year. SYP followed a similar trend to SPF, with the average benchmark SYP #2 & Better 2x4 price declining by US$117 per Mfbm to US$384 per Mfbm. Lumber prices

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began to decline in the second half of 2018 as the U.S. new housing market softened and additional supply from delayed shipments from the first quarter of 2018 arrived in end markets.

Lower lumber prices combined with fibre input cost increases led to permanent and temporary curtailments in B.C. Shipments were lower compared to 2018 due to reduced production from the temporary and permanent curtailments, partially offset by a reduction in finished goods. Shipments of SPF exceeded production by 152 MMfbm.

Costs and Production

The cost of fibre consumed in our lumber operations was higher in 2019 as compared to the prior year. B.C. log costs continued to escalate through 2019 due to a highly competitive purchase log market and an increase in the annual market-based stumpage implemented on July 1, 2019 which is based on open market log purchases. The shrinking timber supply in B.C. continued to put pressure on the purchase log market, causing prices to remain elevated well into the fourth quarter of 2019. Due to the long planning and harvesting cycle in Western Canada, there was a carryover impact of higher cost fibre sourced in prior years. Periods of wet weather in Alberta and the U.S. South temporarily compromised log availability necessitating changes in logging activities which also temporarily increased delivered log costs.

SPF production was down by 581 MMfbm compared to 2018. The permanent elimination of third shifts and the Chasm, B.C. lumber mill closure accounted for 400 MMfbm of reduced production and temporary curtailments accounted for a further reduction of 200 MMfbm in the year. Increased productivity offset some of the reductions from these shift reductions and mill closure. SYP production declined 114 MMfbm as we reduced hours at some mills due to market conditions and log availability. We also experienced downtime for capital upgrades and integration activities at a number of our mills. Reduced production levels increased the unit cost of products sold.

Freight and distribution costs declined in line with shipment volumes. Selling general and administrative costs were $17 million lower than 2018 as a result of lower variable compensation costs, mill closures and cost containment activities.

As a result of the items discussed above, Adjusted EBITDA declined by $925 million to $231 million in our lumber segment. Export duties were also lower due to lower average SPF lumber prices on shipments to the U.S. and lower SPF shipment quantities, all partially offset by an increased antidumping estimated rate. We recorded a $33 million restructuring and impairment charge in the lumber segment. The closure of our Chasm, B.C. lumber mill accounted for $25 million of this amount and we recorded an additional $8 million of plant and equipment impairment associated with certain B.C. lumber mill assets.

Discussions on finance expenses and other income is included above under the annual section called “Discussion & Analysis of Annual Results by Product Segment - Other Non-Operational Items” in this MD&A.

SPF Sales by Destination

	2019				2018
	MMfbm		%		MMfbm		%
U.S.		2,036		60		2,249		59
Canada		637		19		871		23
China		530		16		473		13
Other		160		5		197		5
Total		3,363				3,790

We ship SPF to several export markets, while our SYP sales are almost entirely in the U.S. U.S. destined shipments were lower due to softer demand in the U.S. and reduced SPF production. Our geographic mix of shipments was impacted by product and species mix and relative pricing dynamics between the different geographies.

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Softwood Lumber Dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the USDOC and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing (“CVD”) and antidumping (“ADD”) duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and as a result have received unique company specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1 as shown in the table below. The duty rates are subject to an appeal process and are not expected to be finalized until August of 2020 at which time any required adjustment will be recorded.

If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. Assuming these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate and the West Fraser Estimated ADD Rate for each period are as follows.

Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017 until the revised rate was published by the USITC.

2. On December 4, 2017, the USDOC revised our CVD rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its preliminary CVD rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

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Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%5
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%5
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC revised our ADD rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its preliminary ADD rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. In fiscal 2017, our estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

	2019		2018
Export duties incurred in the period
Countervailing duties	$	127	$	178
Antidumping duties		40		55
Total	$	167	$	233
	2019		2018
Recognized in the financial statements as
Export duties recognized as expense in consolidated statements of earnings	$	162	$	202
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		5		31
Total	$	167	$	233

As at December 31, 2019, export duties paid and payable on deposit with the USDOC are US$275 million for CVD and US$98 million for ADD for a total of US$373 million. Additional details can be found in Note 27 to our Financial Statements.

AR2

AR2 covers the POI from January 1, 2019 through December 31, 2019 and will commence in 2020. The results of AR2 are not expected to be finalized until 2021. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”) categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement panels and the World Trade Organization.

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Panels Segment

($ millions unless otherwise indicated)

	2019			2018
Sales
Finished products		581			648
Wood chips and other residuals		18			22
Logs and other		6			6
		605			676
Cost of products sold		(466	)		(461	)
Freight and other distribution costs		(63	)		(63	)
Selling, general and administration		(25	)		(25	)
Adjusted EBITDA1		51			127
Amortization		(16	)		(15	)
Operating earnings		35			112
Finance expense		(4	)		(2	)
Earnings before tax		31			110
Capital expenditures		23			16
Plywood (MMsf 3/8” basis)
Production		818			833
Shipments		815			837
MDF (MMsf 3/4” basis)
Production		221			224
Shipments		222			224
LVL (Mcf)
Production		2,034			2,251
Shipments		2,129			2,155
Benchmark prices (per Msf)
Plywood (3/8” basis)2 Cdn$		459			548

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Crow’s Market Report - Delivered Toronto.

The panels segment is comprised of our plywood, MDF and LVL operations.

Sales and Shipments

Panels sales declined by $67 million compared to the prior year. The average benchmark selling price of plywood declined this year to $459 Msf which is a reduction of $89 Msf compared to 2018. Our plywood production is sold primarily into Canada. Canadian housing starts declined in 2019 compared to the prior year. Also, during the year the Canadian government removed tariffs on U.S. plywood which resulted in more imports of U.S. plywood into Canada. These factors negatively impacted plywood prices and shipments in the year. MDF shipments were consistent with production. LVL shipments exceeded production as inventory was drawn down but were consistent with the prior year shipments.

Costs and Production

The cost of logs consumed in our plywood facilities increased this year. B.C.’s purchase log market remained highly competitive for the declining fibre supply and stumpage rates increased under B.C.’s market-based stumpage system.

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Plywood production increases were partially offset by temporary market related and capital downtime, which reduced plywood production by 30 MMsf. LVL production was reduced by 217 Mcf to meet demand.

As a result of the items discussed above, Adjusted EBITDA declined by $76 million to $51 million in our panels segment.

Discussions on finance expenses is included above under the section entitled “Discussions & Analysis of Annual Results by Product Segment—Other Non-Operational Items” in this MD&A.

Pulp & Paper Segment

($ millions unless otherwise indicated)

	2019			2018
Sales		966			1,163
Cost of products sold		(734	)		(698	)
Freight and other distribution costs		(173	)		(166	)
Selling, general and administration		(39	)		(41	)
Adjusted EBITDA1		20			258
Amortization		(43	)		(44	)
Operating earnings		(23	)		214
Finance expense		(10	)		(10	)
Other		4			11
Earnings before tax		(29	)		215
Capital expenditures		39			60
BCTMP (Mtonnes)
Production		677			652
Shipments		701			642
NBSK (Mtonnes)
Production		460			499
Shipments		472			496
Newsprint (Mtonnes)
Production		114			119
Shipments		112			117
Benchmark prices (per tonne)
NBSK U.S. - US$2,4		1,239			1,337
NBSK China - US$3,4		634			878
Newsprint - US$5		732			740
NBSK U.S. - Cdn$6		1,644			1,732
NBSK China - Cdn$6		841			1,138
Newsprint - Cdn$6		971			959

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Resource Information Systems, Inc.—U.S. list price, delivered U.S.

3. Source: Resource Information Systems, Inc.—China list price, delivered China.

4. The differences between the U.S. and China NBSK list prices are largely attributable to the customary sales practice of applying material discounts from the U.S. list price for North American sales compared to relatively small discounts from the China list price for sales into China.

5. Source: Resource Information Systems, Inc.—Newsprint 27.7-lb East, delivered.

6. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

The pulp & paper segment is comprised of our NBSK, BCTMP and newsprint operations.

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Sales and Shipments

Sales declined by $197 million compared to the prior year. Both U.S. and China NBSK benchmark prices declined in the year. Record high global pulp inventories at the beginning of 2019 and slowing paper production in China and Europe resulted in price declines throughout 2019. There is also excess hardwood supply in South America which continues to put downward pressure on pulp pricing.

NBSK and newsprint shipment volumes were in-line with production volumes in 2019. BCTMP shipments were in excess of production in the year due to a delayed vessel sailing from 2018 that carried over into 2019.

Costs and Production

The cost of products sold increased by $36 million in 2019 compared to the prior year. Maintenance costs were higher than 2018 as work conducted during our 2019 maintenance shutdowns was more extensive than the prior year. Energy costs also increased year over year due to increased electricity rates in 2019.

NBSK production was down in 2019 compared to the prior year due to longer planned maintenance downtime at both NBSK mills. Our Hinton NBSK pulp mill continued to have intermittent reliability issues in 2019 which negatively affected production. BCTMP production increased in the year primarily due to better production from our Quesnel pulp mill that had scheduled downtime in 2018 for capital and planned maintenance.

In 2019, our Cariboo NBSK operation also recognized in other income a gain of $4 million for insurance settlement related to the 2017 involuntary disposal of equipment.

As a result of the items discussed above, adjusted EBITDA declined by $238 million to $20 million in our pulp and paper segment.

Discussions on finance expenses and other income is included above under the section called “Discussion & Analysis of Annual Results by Product Segment - Other Non-Operational Items” in this MD&A.

Fourth Quarter Results

($ millions, except as otherwise indicated)
	Q4-19			Q3-19			Q4-18
Sales		1,129			1,190			1,274
Cost of products sold		(830	)		(906	)		(917	)
Freight and other distribution costs		(166	)		(181	)		(174	)
Selling, general and administration		(53	)		(48	)		(63	)
Adjusted EBITDA1		80			55			120
Export duties		(35	)		(44	)		(37	)
Equity-based compensation		(2	)		(1	)		1
Amortization		(66	)		(65	)		(69	)
Restructuring and impairment charges		(8	)		1			—
Operating earnings		(31	)		(54	)		15
Finance expense		(13	)		(12	)		(9	)
Other		(2	)		2			22
Tax recovery		4			19			1
Earnings		(42	)		(45	)		29
Cdn$1.00 converted to US$ - average		0.758			0.757			0.758

1. See section “Non-IFRS Measures” in this MD&A.

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Discussion & Analysis of Fourth Quarter Non-Operational Items

Adjusted Earnings and Adjusted Basic Earnings Per Share

($ millions except EPS amounts which are in $)

	Q4-19			Q3-19			Q4-18
Earnings		(42	)		(45	)		29
Add (deduct):
Export duties		35			44			37
Interest recognized on export duty deposits receivable		(1	)		—			(1	)
Equity-based compensation		2			1			(1	)
Exchange (gain) loss on long-term financing		1			(1	)		(6	)
Exchange (gain) loss on export duty deposits receivable		1			(1	)		(4	)
Insurance gain on disposal of equipment		(4	)		—			—
Restructuring and impairment charges		8			(1	)		—
Re-measurement of deferred income tax assets and liabilities		(1	)		—			—
Net tax effect on the above adjustments		(10	)		(12	)		(11	)
Adjusted earnings1		(11	)		(15	)		43
Adjusted basic EPS1,2		(0.16	)		(0.22	)		0.63

1. See section “Non-IFRS Measures” in this MD&A.

2. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding.

For a description of the adjustments in the above table, see the corresponding section under “Discussion & Analysis of Annual Non-Operational Items” in this MD&A.

Other Non-Operational Items

Other income includes a number of non-operational items, the most significant being foreign exchange revaluation on the assets and liabilities of our Canadian operations as discussed under the “Discussion & Analysis of Annual Non-Operational Items” above. Foreign exchange on working capital items was a loss of $3 million in the current quarter compared to a gain of $1 million in the previous quarter and a gain of $9 million in the fourth quarter of 2018.

The results of the current quarter include an income tax recovery of $4 million compared to $19 million in the previous quarter and $1 million in the fourth quarter of 2018. Note 6 to the fourth quarter 2019 unaudited condensed consolidated interim financial statements provides a reconciliation of income taxes calculated at the B.C. statutory rate to the income tax expense.

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Discussion & Analysis of Fourth Quarter Results by Product Segment

Lumber Segment

($ millions unless otherwise indicated)

	Q4-19			Q3-19			Q4-18
Sales
Lumber		665			728			757
Wood chips and other residuals		86			93			111
Logs and other		34			27			30
		785			848			898
Cost of products sold		(573	)		(654	)		(669	)
Freight and other distribution costs		(106	)		(122	)		(120	)
Selling, general and administration		(37	)		(33	)		(41	)
Adjusted EBITDA1		69			39			68
Export duties		(35	)		(44	)		(37	)
Amortization		(49	)		(49	)		(53	)
Restructuring and impairment charges		(8	)		1			—
Operating earnings		(23	)		(53	)		(22	)
Finance expense		(10	)		(9	)		(6	)
Other		(4	)		3			10
Earnings before tax		(37	)		(59	)		(18	)
SPF (MMfbm)
Production		724			793			907
Shipments		702			855			943
SYP (MMfbm)
Production		699			700			652
Shipments		683			686			626
Benchmark prices (per Mfbm)
SPF #2 & Better 2x42 - US$		380			356			327
SPF #3 Utility 2x42 - US$		257			277			268
SYP #2 West 2x43 - US$		387			376			419
SPF #2 & Better 2x4 - Cdn$4		502			470			432
SPF #3 Utility 2x4 - Cdn$4		339			366			354
SYP #2 West 2x4 - Cdn$4		511			496			553

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Random Lengths - Net FOB mill.

3. Source: Random Lengths - Net FOB mill Westside.

4. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

Sales and Shipments

Lumber sales declined $63 million in the fourth quarter of 2019 compared to the previous quarter and declined $92 million compared to the fourth quarter of 2018. SPF shipments declined by 153 MMfbm or 18% in the quarter compared to the previous quarter and were 241 MMfbm or 26% lower than the fourth quarter of 2018. Permanent and temporary sawmill curtailments and a CN Rail strike resulted in lower shipments in the quarter compared to the previous quarter and the fourth quarter of 2018, which negatively impacted sales.

Product pricing provided an offset to the volume decline as the average SPF #2 & Better 2x4 benchmark increased to US$380 per Mfbm in the quarter compared to US$356 per Mfbm in the previous quarter and US$327 per Mfbm in the fourth quarter of 2018. The SYP #2 & Better 2x4 price improved in the quarter to US$387 per Mfbm compared to US$376 per Mfbm in the previous quarter but is lower than the average price of US$419 per Mfbm in

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the fourth quarter of 2018. Wood chip and residual sales were lower in the quarter due to lower lumber production as a result of temporary and permanent curtailments.

Costs and Production

Cost of products sold declined $81 million in the quarter compared to the previous quarter and declined $96 million compared to the fourth quarter of 2018. Temporary and permanent curtailments in B.C. lowered production and overall manufacturing costs in the quarter. Log costs were consistent with the previous quarter in both Alberta and the U.S. but were lower in B.C. as stumpage rates were adjusted downward in the fourth quarter and we were able to reduce our consumption of higher priced fibre due to temporary and permanent curtailments. Freight costs were lower in the quarter principally due to lower shipments. Selling, general and administration costs are lower in the quarter compared to the fourth quarter of 2018 due to lower variable employee compensation. Export duties declined in the quarter compared to the previous quarter due to lower shipments partially offset by higher prices. Restructuring and impairment charges were recognized in the quarter on certain B.C. sawmill assets.

SPF production was 69 MMfbm lower in the quarter compared to the previous quarter and 183 MMfbm lower compared to the fourth quarter on 2018. Our Chasm, B.C. lumber mill was permanently closed in the third quarter of 2019 and most B.C. lumber facilities operated on a variable schedule in the fourth quarter of 2019. The third shifts at our B.C. sawmills in Quesnel, Fraser Lake and 100 Mile House were also eliminated during the year which reduced production compared to the fourth quarter of 2018.

SYP production was consistent with the previous quarter but increased 47 MMfbm compared to the fourth quarter of 2018 as we begin to operationalize capital spent in this segment.

As a result of the items discussed above, Adjusted EBITDA improved by $30 million to $69 million when compared to the third quarter of 2019 and improved by $1 million when compared to the fourth quarter of 2018.

Discussions on other income is included above under the section called “Discussion & Analysis of Fourth Quarter Results by Product Segment—Other Non-Operational Items” in this MD&A.

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Panels Segment

($ millions unless otherwise indicated)

	Q4-19			Q3-19			Q4-18
Sales
Finished products		137			143			144
Wood chips and other residuals		4			4			5
Logs and other		1			2			2
		142			149			151
Cost of products sold		(108	)		(115	)		(120	)
Freight and other distribution costs		(15	)		(16	)		(15	)
Selling, general and administration		(6	)		(5	)		(7	)
Adjusted EBITDA1		13			13			9
Amortization		(5	)		(4	)		(5	)
Operating earnings		8			9			4
Finance expense		(1	)		—			—
Earnings before tax		7			9			4
Plywood (MMsf 3/8” basis)
Production		204			192			205
Shipments		206			196			212
MDF (MMsf 3/4” basis)
Production		53			57			55
Shipments		52			58			52
LVL (Mcf)
Production		508			526			430
Shipments		493			555			482
Benchmark prices (per Msf)
Plywood (3/8” basis)2 Cdn$		420			452			465

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Crow’s Market Report - Delivered Toronto.

Sales and Shipments

Panels sales declined $6 million in the fourth quarter of 2019 when compared to the previous quarter and declined $7 million when compared to the fourth quarter of 2018. The average benchmark price of plywood declined by Cdn$32 per Msf to Cdn$420 per Msf in the quarter when compared to the previous quarter and declined by Cdn$45 per Msf when compared to the fourth quarter of 2018. In the second quarter of 2018 the Canadian Government imposed tariffs on U.S. imported plywood, which caused the price of Canadian plywood to rise during the second half of 2018 and into 2019. In the second quarter of 2019 these tariffs were removed, and U.S. imports gained strength again in Canada, causing a reduction in the benchmark price of plywood.

Shipments of plywood in the fourth quarter of 2019 were in-line with the fourth quarter of 2018 and recovered slightly from the previous quarter where we had some temporary log shortage curtailments.

Costs and Production

The cost of products sold in our panels segment declined in the quarter by $7 million to $108 million when compared to the previous quarter and declined by $12 million when compared to the fourth quarter of 2018. Fibre input costs were lower than both comparative periods as stumpage rates declined in B.C. due to the market-based element of the formula.

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Plywood production increased by 12 MMsf to 204 MMsf in the quarter when compared to the previous quarter as production in the third quarter was negatively impacted by temporary curtailments and wet weather and fire-related log shortages in Alberta. LVL production declined by 18 Mcf in the quarter to 508 Mcf when compared to the previous quarter due to fewer operating days. LVL production increased 78 Mcf when compared to the fourth quarter of 2018 due to capital improvements and upgrades which improved reliability and uptime.

As a result of the items discussed above, Adjusted EBITDA was flat compared to the third quarter of 2019 but increased by $4 million when compared to the fourth quarter of 2018.

Pulp & Paper Segment

($ millions unless otherwise indicated)

	Q4-19			Q3-19			Q4-18
Sales		232			224			268
Cost of products sold		(179	)		(168	)		(171	)
Freight and other distribution costs		(44	)		(44	)		(39	)
Selling, general and administration		(10	)		(9	)		(11	)
Adjusted EBITDA1		(1	)		3			47
Amortization		(11	)		(11	)		(11	)
Operating earnings		(12	)		(8	)		36
Finance expense		(3	)		(2	)		(3	)
Other		3			1			7
Earnings before tax		(12	)		(9	)		40
BCTMP (Mtonnes)
Production		176			172			157
Shipments		179			169			139
NBSK (Mtonnes)
Production		123			126			121
Shipments		130			122			118
Newsprint (Mtonnes)
Production		26			31			32
Shipments		29			32			30
Benchmark prices (per tonne)
NBSK U.S. - US$2,4		1,115			1,170			1,428
NBSK China - US$3,4		588			585			805
Newsprint - US$5		701			731			766
NBSK U.S. - Cdn$6		1,472			1,545			1,886
NBSK China - Cdn$6		776			772			1,063
Newsprint - Cdn$6		925			965			1,011

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Resource Information Systems, Inc. - U.S. list price delivered U.S.

3. Source: Resource Information Systems, Inc. - China list price, delivered China.

4. The differences between the U.S. and China NBSK list prices are largely attributable to the customary sales practice of applying material discounts from the U.S. list price for North American sales compared to relatively small discounts from the China list price for sales into China.

5. Source: Resource Information Systems, Inc. - Newsprint 27.7-lb East, delivered.

6. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. benchmark price.

Sales and Shipments

Sales of $232 million were $8 million better than the prior quarter but $36 million lower than the fourth quarter of 2018. The NBSK benchmark prices were relatively consistent with the prior quarter but were off from the fourth quarter of 2018. The impact of high global pulp inventories and reduced paper production negatively impacted

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pulp pricing in 2019. Shipments were in line with production and improved for both BCTMP and NBSK as compared to the prior quarter and the fourth quarter of 2018.

Costs and Production

Cost of products sold increased $11 million in the quarter to $179 million when compared to the previous quarter and increased by $8 million when compared to the fourth quarter of 2018 primarily due to higher BCTMP shipments and inventory valuation adjustments. BCTMP production increased in the quarter compared to the fourth quarter of 2018 due to higher production at Quesnel River Pulp which had scheduled downtime in 2018. Per unit costs for both our BCTMP and NBSK operations decreased in this quarter as compared to the previous two quarters and the fourth quarter of 2018. The reduction in costs was primarily due to lower furnish costs, resulting from increased utilization, lower log costs in Alberta and a lower chip price in B.C. based on NBSK formula pricing in the quarter. Maintenance costs were also lower in the quarter as a result of no planned shutdowns.

As a consequence of the items discussed above, adjusted EBITDA declined by $4 million to a loss of $1 million when compared to the third quarter of 2019 and decreased by $48 million when compared to the fourth quarter of 2018.

Discussions on other income is included above under the section called “Discussion & Analysis of Fourth Quarter Results by Product Segment - Other Non-Operational Items” in this MD&A.

Capital Expenditures

($ millions)

Segment	Profit Improvement		Maintenance of Business		Safety		Total
Lumber		240		77		22		339
Panels		11		9		3		23
Pulp & Paper		3		32		4		39
Corporate & Other		—		9		—		9
Total		254		127		29		410

2019 capital expenditures of $410 million reflect our philosophy of continual reinvestment in our mills and we made significant investments in our U.S. operations. The largest projects completed in the year were at our McDavid, Florida facility where we replaced the primary breakdown line which is expected to result in higher throughput and increased lumber recovery; at our Joyce, Louisiana facility where we installed a new merchandiser to improve lumber recovery and throughput; and our Augusta, Georgia facility where we installed a new planer to improve lumber grade and throughput. We also completed a number of profit improvement projects during the year aimed at increasing lumber recovery and grade in our lumber operations. We started the final phase of our Opelika, Alabama modernization with the construction of a new planer mill and broke ground on the construction of a new lumber manufacturing complex at Dudley, Georgia. Business expenditures related to maintenance are primarily for roads, bridges, mobile equipment and major maintenance shutdowns.

Business Outlook

Operations

We expect lumber production in 2020 to improve from 2019 levels. The carryover impact in SPF production from eliminated shifts at our B.C. mills in Quesnel, Fraser Lake and 100 Mile House along with the closure of the Chasm, B.C. facility will approximately offset by the recapture of production lost due to temporary curtailments. As a result, we expect SPF production to increase by approximately 50 MMfbm with the majority of that coming from our facilities in Alberta. In the U.S. South, we expect lumber production to increase by approximately 300 MMfbm and reach 3,000 MMfbm for the year. Anticipated production gains assume improved demand, availability of

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sufficient logs within our economic return criteria, and no further temporary curtailments. Our operations and results could be negatively affected by adverse weather conditions in our operating areas and continuing intense competition for logs in the B.C. interior. We expect slight moderation in log costs in the B.C. interior as sawmill closures and curtailments take effect. We expect log cost inflation in the U.S. South to be limited.

In our panels segment, our plywood operations are expected to continue to operate at full capacity. Two of our plywood operations are in the B.C. interior, and we expect log costs for those operations to moderate slightly in 2020.

We executed maintenance shutdowns at both our NBSK mills in the first half of 2019 and have scheduled similar downtime for the second quarter of 2020 at Cariboo Pulp and the fourth quarter of 2020 at Hinton Pulp. We expect a slight improvement in 2020 pulp production levels compared to 2019.

Markets

The most significant market for our lumber is the U.S., and our products are used in new residential construction, repair and remodelling, and industrial uses. Recent improvements in new housing related indicators have been favorable but has yet to translate into increased demand for lumber. Indicators for repair and remodelling are indicating a slowing pace of growth. Spending on industrial goods which creates demand for lumber in packaging, shipping and other uses has also been slowing.

Canadian lumber exports to Asia have been softening in the second half of 2019 as the pace of consumption has slowed and competition has increased from suppliers in other countries. We have maintained our overall export business volume to date, however it is currently very difficult to predict how and to what extent trade disputes and lumber from other countries will affect our business in Asia. The impact of the Novel Coronavirus epidemic on economic activity is also a risk.

Canadian softwood lumber exports to the U.S. have been the subject of trade disputes and managed trade arrangements for the last several decades. Countervailing and antidumping duties have been in place since April of 2017 and we are required to make deposits in respect of these duties. Whether and to what extent we can realize a selling price to fully recover the impact of duties payable will largely depend on the strength of demand for softwood lumber. If duties can be passed through to consumers, in whole or in part, the price of Canadian softwood lumber will increase (although the increase will not necessarily be for the benefit of Canadian producers) which in turn could cause the price of SYP lumber, which would not be subject to the duty, to increase as well. Regardless of the commodity price, export duties on SPF shipments to the U.S. remain a cost to our Company to the extent we cannot pass on the cost through increased selling prices. The first administrative review process has been completed and there may be an adjustment to the countervailing and antidumping deposit rates in August of 2020. The timing and extent of any such adjustment is not possible to estimate nor is the impact of changes in duty rates on the price of lumber.

The major component of our panels segment is plywood which is sold mainly in Canada and is influenced by levels of home construction, repair and renovation and industrial activity. Following a period of escalated prices due to supply constraints from production curtailments, import duties and transportation restrictions, plywood pricing has returned more in line with long-term trends. MDF and LVL demand is heavily influenced by North American new home construction.

We are anticipating that pulp markets may soften in the near term as a result of the impact of the Novel Coronavirus but there is potential improvement in the second half with a strengthening economy in China and higher paper production rates.

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Cash Flows

We are anticipating levels of cash flows, taking into account duties on Canadian softwood lumber exports to the U.S., to support between $275 and $325 million of capital spending in 2020 as well as to continue to support dividend payments. We have paid a dividend in every quarter since we became a public company in 1986. We expect to maintain our investment grade rating and intend to preserve sufficient liquidity to be able to take advantage of strategic growth opportunities that may arise.

We are authorized under our normal course issuer bid, which expires in September of 2020, to purchase up to 3,318,823 Common shares of the Company, representing approximately 5% of the issued and outstanding Common shares of the Company. We will continue to consider share repurchases with excess cash if we are satisfied that this will enhance shareholder value and does not compromise our financial flexibility.

Estimated Earnings Sensitivity to Key Variables¹

(based on 2019 production - $ millions)

Factor	Variation	Change in pre-tax earnings
Lumber price	US$10 (per Mfbm)	78
Plywood price	Cdn$10 (per Msf)	8
NBSK price	US$10 (per tonne)	6
BCTMP price	US$10 (per tonne)	9
U.S. - Canadian $ exchange rate2	US$0.01 (per Cdn $)	28

1. Each sensitivity has been calculated on the basis that all other variables remain constant and assumes year-end foreign exchange rates.

2. Excludes exchange impact of translation of U.S. dollar-denominated debt and other monetary items. Reflects the amount of the initial US$0.01 change; additional changes are substantially, but not exactly, linear.

Capital Structure and Liquidity

Our capital structure consists of Common share equity and long-term debt and our liquidity includes our operating facilities.

Operating Borrowing Facilities

On July 18, 2019, we completed an amendment to our revolving lines of credit to extend the maturity date to August 28, 2024, and to increase the size of our Canadian and U.S. syndicated committed revolving credit facilities from $500 million to $850 million. At the same time, we also amended the terms of the US$200 million term loan to extend the maturity date from August 25, 2022 to August 28, 2024. All other material terms of the revolving lines of credit and the term loan remain unchanged.

On December 31, 2019, our operating facilities consisted of an $850 million committed revolving credit facility, a $32 million (US$25 million) demand line of credit dedicated to our U.S. operations and an $8 million demand line of credit dedicated to our 50%-owned newsprint operation. In addition, we have demand lines of credit totalling $89 million dedicated to letters of credit of which US$15 million is committed to our U.S. operations. On January 17, 2020, we entered into a new uncommitted, demand letter of credit facility of up to $40 million.

On December 31, 2019, $377 million was outstanding under our revolving credit facility. In addition, letters of credit in the amount of $61 million were supported by our facilities.

Available liquidity at December 31, 2019 was $505 million. Available liquidity includes cash and short-term investments, cheques issued in excess of funds on deposit and amounts available on our operating loans excluding the $8 million operating loan dedicated to our 50%-owned newsprint operation.

All debt is unsecured except the $8 million 50%-owned newsprint operation demand line of credit, which is secured by that operation’s current assets.

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Material Long-term Debt

In October 2014, we issued US$300 million of fixed-rate senior unsecured notes, bearing interest at 4.35% and due October 2024, pursuant to a private placement in the U.S. The notes are redeemable, in whole or in part, at our option at any time.

In August 2017, we were advanced a US$200 million 5-year term loan that, with the July 2019 extension, matures on August 25, 2024. Interest is payable at floating rates based on Base Rate Advances or LIBOR Advances at our option. This loan is repayable at any time, in whole or in part, at our option and without penalty but cannot be redrawn after payment.

On March 15, 2019, we entered into an interest rate swap agreement, maturing in August 2022, with a US$100 million notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term debt. Under this agreement, we pay a fixed interest rate of 2.47% and receive a floating interest rate equal to 3-month LIBOR.

Equity

Our outstanding Common share equity consists of 66,382,329 Common shares and 2,281,478 Class B Common shares for a total of 68,663,807 shares issued and outstanding as of February 11, 2020.

Our Class B Common shares are equal in all respects to our Common shares, including the right to dividends and the right to vote, and are exchangeable on a one-for-one basis for Common shares. Our Common shares are listed for trading on the Toronto Stock Exchange while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

On September 17, 2019, we renewed our NCIB allowing us to acquire an additional 3,318,823 Common shares for cancellation until the expiry of the bid on September 19, 2020. The following table shows our purchases under various NCIB programs, including a summary of all purchases since the program was started in 2013.

Share Buybacks

(number of common shares and price per share)

NCIB period	Common Shares		Average Price
September 17, 2017 to September 18, 2018
September 19 to December 31, 2017		85,094	$	68.52
January 1 to September 18, 2018		5,905,360	$	88.06
September 19, 2018 to September 18, 2019
September 19 to December 31, 2018		2,230,436	$	70.05
January 1 to September 18, 2019		1,178,400	$	68.30
September 19, 2019 to December 31, 2019		—		—
September 17, 2013 to February 11, 2020		17,226,864	$	66.05

Share Options

As of February 11, 2020, there were 1,211,137 share purchase options outstanding with exercise prices ranging from $23.68 to $85.40 per Common share.

Defined Benefit Pension Plans

The funded position of our defined benefit pension plans and other retirement benefit plans is estimated at the end of each period. The funded position, as shown in Note 13 to our Financial Statements, is determined by

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subtracting the value of the plan assets from the plan obligations. In 2019, we recorded in other comprehensive earnings an after-tax actuarial loss of $99 million, compared to an after-tax gain of $24 million in 2018. The current year loss reflected a decrease in the discount rate used to calculate plan liabilities, the effect of plan revaluations, partially offset by an actual rate of return on assets that was higher than the expected return.

Summary of Financial Position

($ millions, except as otherwise indicated)

As at December 31	2019			2018
Cash and short-term investments		16			160
Current assets		1,147			1,345
Current liabilities		837			595
Ratio of current assets to current liabilities		1.4			2.3
Net debt
Cash and short-term investments		(16	)		(160	)
Deferred financing costs1		(6	)		(6	)
Cheques issued in excess of funds on deposit		16			13
Operating loans		377			63
Current and long-term lease obligation		11			—
Current and long-term debt		663			696
		1,045			606
Shareholders’ equity		2,474			2,896
Total capital		3,519			3,502
Net debt to total capital2		30	%		17	%

1. For our balance sheet presentation, these costs are applied to reduce the associated debt or, in instances when the operating loan is undrawn, these costs associated with the operating loan are included in other assets.

2. See section “Non-IFRS Measures” in this MD&A.

Debt Ratings

We are rated by three rating agencies and their ratings as of December 31, 2019 are shown in the table below. All three ratings are considered investment grade.

Agency	Rating	Outlook
DBRS	BBB(low)	Positive
Moody’s	Baa3	Stable
Standard & Poor’s	BBB-	Stable

These ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agencies.

Cash Flow

Our cash requirements, other than for operating purposes, are primarily for interest payments, repayment of debt, additions to property, plant, equipment and timber, acquisitions and payment of dividends. In normal business cycles and in years without a major acquisition or debt repayment, cash on hand and cash provided by operations have normally been sufficient to meet these requirements.

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Selected Cash Flow Items

($ millions – cash provided by (used in))

For the year ended December 31	2019			2018
Operating Activities
Earnings		(150	)		810
Amortization		259			257
Restructuring and impairment charges		33			—
Restructuring charges paid		(7	)		—
Export duty deposits		(5	)		(31	)
Post-retirement expense		80			84
Contributions to post-retirement plans		(85	)		(103	)
Tax provision (recovery)		(69	)		262
Income taxes paid		(62	)		(316	)
Changes in inventories		51			(105	)
Other		70			51
		115			909
Financing Activities
Proceeds from operating loan		314			63
Finance expense paid		(43	)		(32	)
Dividends		(55	)		(37	)
Repurchases of Common shares		(81	)		(675	)
Other		(5	)		—
		130			(681	)
Investing Activities
Additions to capital assets		(410	)		(370	)
Other		19			16
		(391	)		(354	)
Change in cash		(146	)		(126	)

Operating Activities

The table above shows the main components of cash flow from operations for 2019 compared to 2018. The significant factors affecting the comparison were lower earnings, inventory changes, post-retirement plan contributions and income tax payments.

The current year inventory reduction was primarily due to lower SPF lumber inventories as a result of the 2019 temporary and permanent curtailments as well as lower pulp inventories.

We made tax payments of $62 million during the year compared to $316 million in 2018. Tax installments for 2019 have been reduced to reflect lower earnings in both Canada and the U.S. Cash payments in 2019 included approximately $36 million on account of 2018 income while 2018 included approximately $104 million on account of 2017 income.

Contributions to post-retirement plans in 2018 included $17 million of deferred contributions from 2017 as a result of regulatory reform initiatives in B.C. and Alberta.

Financing Activities

During 2019 we borrowed an additional $314 million on our operating loan. We also returned $136 million to our shareholders compared to $712 million in 2018, through dividend payments and Common share repurchases under our NCIB program.

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Investing Activities

2019 additions to capital assets include $339 million for the lumber segment, $23 million for the panels segment, $39 million for the pulp & paper segment and $9 million for our corporate segment. Additional details are found under the section “Capital Expenditures” above.

Contractual Obligations

On March 15, 2019, we entered into an interest rate swap agreement, maturing in August 2022, with a US$100 million notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term debt. Under this agreement, we pay a fixed interest rate of 2.47% and receive a floating interest rate equal to 3-month LIBOR. The agreement is accounted for as a derivative.

On April 24, 2019, we expanded our letters of credit facility by an additional $20 million. On July 18, 2019, we completed an amendment to our revolving lines of credit to extend the maturity date to August 28, 2024, and to increase the size of our Canadian and U.S. syndicated committed revolving credit facilities from $500 million to $850 million. At the same time, we also amended the terms of the US$200 million term loan to extend the maturity date to August 28, 2024 and terminated the uncommitted $100 million credit facility that was temporarily established on April 24, 2019. All other material terms of the revolving lines of credit and the term loan remain unchanged.

On January 17, 2020, we entered into an agreement for a new uncommitted, demand letter of credit facility of up to $40 million.

Contractual Obligations¹

(at December 31, 2019 in $ millions)

	2020		2021		2022		2023		Thereafter		Total
Long-term debt2		10		—		—		3		650		663
Interest on long-term debt		25		25		26		26		20		122
Operating loan		377		—		—		—		—		377
Lease obligation		3		3		3		2		3		14
Contributions to defined benefit pension plans3		49		50		51		—		—		150
Asset purchase commitments		179		—		—		—		—		179
Total		643		78		80		31		673		1,505

1. Contractual obligations mean an agreement related to debt, leases and enforceable agreements to purchase goods or services on specified terms, but does not include payroll obligations, reforestation and decommissioning obligations, energy purchases under various agreements, non-defined benefit post-retirement contributions payable, equity-based compensation including equity hedges, accounts payable in the ordinary course of business or contingent amounts payable.

2. Includes U.S. dollar-denominated debt of US$508 million.

3. Contributions to the defined benefit pension plans are based on the most recent actuarial valuation. Future contributions will be determined at the next actuarial valuation date.

Financial Instruments

Details of our financial instruments can be found in Note 24 to our Financial Statements.

Significant Management Judgments Affecting Financial Results

The preparation of financial statements requires management to make estimates and assumptions, and to select accounting policies, that affect the amounts reported. The significant accounting policies followed by our Company are disclosed in our Financial Statements. The following judgments are considered the most significant:

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Softwood Lumber Dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the USDOC and the USITC to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and as a result, we have received West Fraser specific rates.

Details can be found under the section “Discussion & Analysis of Annual Results by Product Segment - Lumber - Softwood Lumber Dispute”.

The CVD and ADD rates are subject to adjustment by the USDOC through an Administrative Review (“AR”) of Periods of Investigation (“POI”). The rates published after each AR are retroactively applied to the related POI, therefore we record on our balance sheet the difference between the cash deposit rate and the published rate once the rate is finalized. Additionally, for ADD, we estimate the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust to the final rate when published. Such adjustments for CVD and ADD could be material.

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”) categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement panels and the World Trade Organization.

Recoverability of Long-lived Assets

We assess the carrying value of an asset when there are indicators of impairment. The assessment compares the asset’s estimated discounted future cash flows to the carrying value of the asset. If the carrying value of the asset exceeds the asset’s estimated discounted future cash flows, the carrying value is written down to the higher of fair value less costs of disposal and value-in-use. The B.C. lumber industry faced low product pricing and high purchased log costs in 2019. As a result, restructuring and impairment charges of $33 million were recognized in 2019 of which $25 million was related to the permanent closure of our Chasm, B.C. lumber mill and $8 million to a plant and equipment impairment associated with certain B.C. lumber mill assets.

We review the amortization periods for our manufacturing equipment and machinery to ensure that the periods appropriately reflect anticipated obsolescence and technological change. Current amortization periods for manufacturing equipment range from 6 to 20 years. Timber licences are amortized over 40 years.

Goodwill is not amortized. We compare the carrying value of goodwill and related assets, at least once a year, to the estimated discounted cash flows that the assets are expected to generate. If it is determined that the carrying value is more than the estimated discounted cash flows, then a goodwill impairment will be recorded. We tested goodwill for impairment in 2019 and concluded that its carrying value is not impaired. The testing of goodwill for impairment involves significant estimates including future production and sales volumes, product selling prices, U.S. dollar exchange rates, operating costs, capital expenditures and the appropriate discount rate to apply. In all cases, we have used our best estimates of these projected amounts and values. Given the current global economic uncertainty and the volatility of the markets for our products, it is possible that our estimates will be adjusted in the future and that these adjusted estimates could result in the future impairment of goodwill.

We also review the carrying value of deferred income tax assets to ensure that the carrying value is appropriate. The key factors considered are our history of profitability, future expectations of profitability, the expected reversal of temporary differences and the timing of expiry of tax loss carry-forwards and limitations on their use.

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Reforestation and Decommissioning Obligations

In Canada, provincial regulations require timber quota holders to carry out reforestation to ensure reestablishment of the forest after harvesting. Reforested areas must be tended for a period sufficient to ensure that they are well established. The time needed to meet regulatory requirements depends on a variety of factors.

In our operating areas, the time to meet reforestation standards usually spans 12 to 15 years from the time of harvest. We record a liability for the estimated cost of the future reforestation activities when the harvesting takes place. This liability is reviewed, at least annually, and is updated to our current estimate of the costs to complete the remainder of the reforestation activities. In 2019, the review of the reforestation obligation resulted in an increase of $4 million to the obligation (2018 - increase of $5 million).

We record the estimated fair value of a liability for decommissioning obligations, such as landfill closures, in the period when a reasonable estimate of fair value can be made. We review these estimates at least annually and adjust the obligations as appropriate. The 2019 review resulted in an increase to the obligation of $2 million, which was primarily related to the permanent closure of our Chasm, B.C. lumber mill (2018 - increase of $4 million).

Defined Benefit Pension Plan (“D.B. Plan”) Assumptions

We maintain several D.B. Plans for many of our employees. The annual funding requirements and pension expenses are based on (i) various assumptions that we determine in consultation with our actuaries, (ii) actual investment returns on the pension fund assets, and (iii) changes to the employee groups in the pension plans. Note 13 to the Financial Statements provides the sensitivity of a change in key assumptions to our post-retirement obligations.

Accounting Standards Issued but Not Yet Applied

The International Accounting Standards Board periodically issues new standards and amendments or interpretations to existing standards. There are no pronouncements that would cause a significant change to our Financial Statements.

New Accounting Pronouncements Adopted

IFRS 16 - Leases

On January 1, 2019, we adopted IFRS 16 - Leases as a replacement of the old International Accounting Standard (“IAS”) 17 - Leases and the related interpretations. The new standard requires, among other things, lessees to recognize leases traditionally recorded as operating leases in the same manner as financing leases. On January 1, 2019, we have recorded a $14 million right-of-use asset and a $14 million lease obligation on our balance sheet. Please see Note 3 of our Financial Statements for additional information.

Risks and Uncertainties

Our business is subject to a number of risks and uncertainties that can significantly affect our operations, financial condition and future performance. We have a comprehensive process to identify, manage, and mitigate risk, wherever possible. The risks and uncertainties described below are not necessarily the only risks we face. Additional risks and uncertainties that are presently unknown to us or deemed immaterial by us may adversely affect our business.

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Product Demand and Price Fluctuations

Our revenues and financial results are primarily dependent on the demand for, and selling prices of, our products, which are subject to significant fluctuations. The demand and prices for lumber, panels, pulp, newsprint, wood chips and other wood products are highly volatile and are affected by factors such as: (1) global economic conditions including the strength of the U.S., Canadian, Chinese, Japanese and other international economies, particularly U.S. and Canadian housing markets and their mix of single and multifamily construction, repair, renovation and remodeling spending; (2) alternative products to lumber; (3) construction and home building disruptor technologies that may reduce the use of lumber; (4) changes in industry production capacity; (5) changes in world inventory levels; (6) increased competition from other consumers of logs and producers of lumber; and (7) other factors beyond our control. In addition, unemployment levels, interest rates, the availability of mortgage credit and the rate of mortgage foreclosures have a significant effect on residential construction and renovation activity, which in turn influences the demand for, and price of, building materials such as lumber and panel products. Declines in demand, and corresponding reductions in prices, for our products may adversely affect our financial condition and results of operations.

We cannot predict with any reasonable accuracy future market conditions, demand or pricing for any of our products due to factors outside our control. Prolonged or severe weakness in the market for any of our principal products would adversely affect our financial condition.

Availability of Fibre and Changes in Stumpage Fees in Canada

Substantially all of our Canadian log requirements are harvested from lands owned by a provincial government (the “Crown”). Provincial governments control the volumes that can be harvested under provincially-granted tenures and otherwise regulate the availability of Crown timber for harvest. Provincial governments also control the renewal or replacement of provincially-granted tenures, the issuance of operating permits to harvest timber under such tenures and the ability to transfer or acquire such tenures. Determinations by provincial governments to reduce the volume of timber, to issue or not issue operating permits to harvest timber, the areas that may be harvested under timber tenures, to restrict the transfer or acquisition of timber tenures or to regulate the processing of timber or use of harvesting contractors, including to protect the environment or endangered species, species at risk and critical habitat or as a result of forest fires or in response to jurisprudence or government policies respecting aboriginal rights and title or reconciliation efforts or to restrict log processing to local or appurtenant saw mills or to mandate amounts of work to be provided or rates to be paid to harvesting contractors, may reduce our ability to secure log or residual fibre supply and may increase our log purchase and residual fibre costs and may impact our lumber, plywood, LVL, pulp and MDF operations.

In addition, provincial governments prescribe the methodologies that determine the amounts of stumpage fees that are charged in respect of harvesting on Crown lands. Determinations by provincial governments to change stumpage fee methodologies or rates could increase our log costs.

We rely on third party independent contractors to harvest timber in areas over which we hold timber tenures. Increases in rates charged by these independent contractors or the limited availability of these independent contractors or new regulations on the work to be provided and rates to be paid to these contractors may increase our timber harvesting costs.

We also rely on the purchase of logs and increased competition for logs, or shortages of logs may result in increases in our log purchase costs.

Availability of Fibre and Fibre Costs in the United States

We rely on log supply agreements in the U.S. which are subject to log availability and based on market prices. Approximately 18% of the aggregate log requirements for our U.S. sawmills may be supplied under long-term agreements with the balance purchased on the open market. Open market purchases come from timber real

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estate investment trusts, timberland investment management organizations and private land owners. Changes in the log markets in which we operate may reduce the supply of logs available to us and may increase the costs of log purchases, each of which could adversely affect our results. In addition, changes in the market for residuals may reduce the demand and selling price for the residuals produced by our operations and increase the disposal costs, which could adversely affect our results.

Trade Restrictions

A substantial portion of our products that are manufactured in Canada are exported for sale. Our financial results are dependent on continued access to the export markets and tariffs, quotas and other trade barriers that restrict or prevent access represent a continuing risk to us. Canadian softwood lumber exports to the U.S. have been the subject of trade disputes and managed trade arrangements for the last several decades. During the period from October 2006 through October 2015 these exports were subject to a trade agreement between the U.S. and Canada and on the expiry of that agreement, a one-year moratorium on trade sanctions by the U.S. came into place. That moratorium has expired and in November 2016 a group of U.S. lumber producers petitioned the USDOC and the USITC to impose trade sanctions against Canadian softwood lumber exports to the U.S. In 2017 duties were imposed on Canadian softwood lumber exports to the U.S. The current duties are likely to remain in place until and unless some form of trade agreement can be reached between the U.S. and Canada (which trade agreement could include other tariffs or duties or quotas that restrict lumber exports) or a final, binding determination is made as a result of litigation. Unless the additional costs imposed by duties can be passed along to lumber consumers, the duties will increase costs for Canadian producers and, in certain cases, could result in some Canadian production becoming unprofitable. Whether and to what extent duties can be passed along to consumers will largely depend on the strength of demand for softwood lumber, which is significantly influenced by the levels of new residential construction in the U.S. which has been gradually improving over the past several years. If duties can be passed through to consumers in whole or in part the price of Canadian softwood lumber will increase (although the increase will not necessarily be for the benefit of Canadian producers) which in turn could cause the price of SYP lumber, which would not be subject to the duty, to increase as well.

The application of U.S. trade laws could, in certain circumstances, create significant burdens on us. We are a mandatory respondent in current investigations being conducted by the USDOC into alleged subsidies and dumping of Canadian softwood lumber. In addition, the current trade dispute between the U.S. and China could negatively impact either or both the U.S. and Chinese economies which could have an adverse effect on the demand for our products and could adversely affect our financial results. Further the current diplomatic and trade issues between Canada and China could result in tariffs and other trade barriers that restrict access to the market in China for our products.

Natural and Man-Made Disasters and Climate Change

Our operations are subject to adverse natural or man-made events such as forest fires, flooding, hurricanes and other severe weather conditions, climate change, timber diseases and insect infestations including those that may be associated with warmer climate conditions, and earthquake activity. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural events such as severe weather, hurricanes, flooding, hailstorms, wildfires, snow, ice storms, and the spread of disease and insect infestations. These events could damage or destroy or adversely affect the operations at our physical facilities or our timber supply or our access to or availability of timber, and similar events could also affect the facilities of our suppliers or customers. Any such damage or destruction could adversely affect our financial results as a result of the reduced availability of timber, decreased production output, increased operating costs or the reduced availability of transportation. Although we believe we have reasonable insurance arrangements in place to cover certain of such incidents related to damage or destruction, there can be no assurance that these arrangements will be sufficient to fully protect us against such losses. As is common in the industry, we do not insure loss of standing timber for any cause.

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In addition, government action to address climate change, carbon emissions, water and land use and the protection of threatened or endangered species and critical habitat may result in the enactment of additional or more stringent laws and regulations that may require us to incur significant capital expenditures, pay higher taxes or fees, including carbon related taxes, or otherwise could adversely affect our operations or financial conditions. Further, the rising prominence of environmental, social and governance concerns among investors and institutional investor advisory groups may impact the investment making decisions of investors in companies requiring access to natural resources or the land base.

Mountain Pine Beetle and B.C. Wildfires

The long-term effect of the mountain pine beetle infestation and the 2017 and 2018 wildfire outbreaks in B.C. on our Canadian operations is uncertain. The potential effects include a reduction of future Annual Allowable Cut (“AAC”) levels to below current and pre-infestation AAC levels. Many of our B.C. operations are experiencing a diminished grade and volume of lumber recovered from beetle-killed and fire damaged logs as well as increased production costs. These effects are also present in some of our Alberta operations where the mountain pine beetle infestation has expanded. The timing and extent of the future effect on our timber supply, lumber grade and recovery, and production costs will depend on a variety of factors and at this time cannot be reasonably determined. The effects of the deterioration of beetle-killed and fire damaged logs could include increased costs, reduced operating rates due to shortages of commercially merchantable timber and mill closures.

Wood Dust

Our operations generate wood dust which has been recognized for many years as a potential health and safety hazard and operational issue. The potential risks associated with wood dust have been increased in those of our B.C. and Alberta facilities that have been processing mountain pine beetle-killed logs and fire damaged logs as the wood dust generated from these logs tends to be drier, lighter and finer than wood dust typically generated. We have adopted a variety of measures to reduce or eliminate the risks and operational challenges posed by the presence of wood dust in our facilities and we continue to work with industry and regulators to develop and adopt best mitigation practices. Any explosion or similar event at any of our facilities or any third-party facility could result in significant loss, increases in expenses and disruption of operations, each of which would have a material adverse effect on our business.

Financial

Capital Plans

Our capital plans will include, from time to time, expansion, productivity improvement, technology upgrades, operating efficiency optimization and maintenance, repair or replacement of our existing facilities and equipment. In addition, we may undertake the acquisition of facilities or the rebuilding or modernization of existing facilities. If the capital expenditures associated with these capital projects are greater than we have projected or if construction timelines are longer than anticipated, or if we fail to achieve the intended efficiencies, our financial condition, results of operations and cash flows may be adversely affected. In addition, our ability to expand production and improve operational efficiencies will be contingent on our ability to execute on our capital plans. Our capital plans and our ability to execute on such plans may be adversely affected by availability of, and competition for, qualified workers and contractors, machinery and equipment lead times, changes in government regulations, unexpected delays and increases in costs of completing capital projects including due to increased materials, machinery and equipment costs resulting from trade disputes and increased tariffs and duties.

Capital Resources

We believe our capital resources will be adequate to meet our current projected operating needs, capital expenditures and other cash requirements. Factors that could adversely affect our capital resources include prolonged and sustained declines in the demand and prices for our products, unanticipated significant increases in

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our operating expenses and unanticipated capital expenditures. If for any reason we are unable to provide for our operating needs, capital expenditures and other cash requirements on commercially reasonable terms, we could experience a material adverse effect to our business, financial condition, results of operations and cash flows.

Availability of Credit

We rely on long-term borrowings and access to revolving credit in order to finance our ongoing operations. Any change in availability of credit in the market, as could happen during an economic downturn, could affect our ability to access credit markets on commercially reasonable terms. In the future we may need to access public or private debt markets to issue new debt. Deteriorations or volatility in the credit markets could also adversely affect:

• our ability to secure financing to proceed with capital expenditures for the repair, replacement or expansion of our existing facilities and equipment;

• our ability to comply with covenants under our existing credit or debt agreements;

• the ability of our customers to purchase our products; and

• our ability to take advantage of growth, expansion or acquisition opportunities.

In addition, deteriorations or volatility in the credit market could result in increases in the interest rates that we pay on our outstanding non-fixed rate debt, which would increase our costs of borrowing and adversely affect our results.

Credit Ratings

Credit rating agencies rate our debt securities based on factors that include our operating results, actions that we take, their view of the general outlook for our industry and their view of the general outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading or downgrading the current rating or placing us on a watch list for possible future downgrading. Downgrading the credit rating of our debt securities or placing us on a watch list for possible future downgrading could limit our access to the credit markets, increase our cost of financing and have an adverse effect on our financial condition.

Costs of Materials and Energy

We rely heavily on certain raw materials, including logs, wood chips and chemicals, and energy sources, including natural gas and electricity, in our manufacturing processes. Competition from our industry and other industries may result in increased demand and costs for these raw materials and energy sources. Increases in the costs of these raw materials and energy sources will increase our operating costs and will reduce our operating margins. There is no assurance that we will be able to fully offset the effects of higher raw material or energy costs through hedging arrangements, price increases, productivity improvements or cost-reduction programs.

Operational Curtailments

From time to time, we suspend or curtail operations at one or more of our facilities in response to market conditions, environmental risks, or other operational issues, including, but not limited to scheduled and unscheduled maintenance, temporary periods of high electricity prices, power failures, equipment breakdowns, adverse weather conditions, labour disruptions, fire hazards, and the availability or cost of raw materials including logs and wood chips.

In addition, our ability to operate at full capacity may be affected by ongoing capital projects. As a result, our facilities may from time to time operate at less than full capacity. These operational suspensions could have a material adverse effect on our financial condition as a result of decreased revenues and lower operating margins.

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In Canada, a substantial portion of the wood chip requirements of our Canadian pulp and paper operations are provided by our Canadian sawmills and plywood and LVL plants. If wood chip production is reduced because of production curtailments, improved manufacturing efficiencies or any other reason, our pulp and paper operations may incur additional costs to acquire or produce additional wood chips or be forced to reduce production. Conversely, pulp and paper mill production curtailments may require our sawmills and panel mills to find other ways to dispose of residual wood fibre and may result in curtailment or suspension of lumber, plywood or LVL production and increased costs.

Transportation Requirements

Our business depends on our ability to transport a high volume of products and raw materials to and from our production facilities and on to both domestic and international markets. We rely primarily on third-party transportation providers for both the delivery of raw materials to our production facilities and the transportation of our products to market. These third-party transportation providers include truckers, bulk and container shippers and railways. Our ability to obtain transportation services from these transportation service providers is subject to risks which include, without limitation, availability of equipment and operators, disruptions due to weather, natural disasters and labour disputes. Transportation services may also be impacted by seasonal factors, which could impact the timely delivery of raw materials and distribution of products to customers. As a result of rail capacity constraints, access to adequate transportation capacity has at times been strained and could affect our ability to transport our products to markets and could result in increased product inventories. Transportation costs are also subject to risks that include, without limitation, increased rates due to competition and increased fuel costs. Increases in transportation costs will increase our operating costs. If we are unable to obtain transportation services or if our transportation costs increase, our revenues may decrease due to our inability to deliver products to market and our operating expenses may increase, each of which would adversely affect our results of operations.

Labour and Services

Our operations rely on experienced local and regional management and both skilled and unskilled workers as well as third party services such as logging and transportation and services for our capital projects. Because our operations are generally located away from major urban centres, we often face strong competition from our industry and others such as oil and gas production, mining and manufacturing for labour and services, particularly skilled trades. Shortages of key services or shortages of management leaders or skilled or unskilled workers, including those caused by a failure to attract and retain a sufficient number of qualified employees and other personnel or high employee turnover could impair our operations by reducing production or increasing costs or the ability to execute on our capital projects including timing and costs.

We employ a unionized workforce in a number of our operations. Walkouts or strikes by employees could result in lost production and sales, higher costs and supply constraints that could have a material adverse effect on our business. Also, we depend on a variety of third parties that employ unionized workers to provide critical services to us. Labour disputes experienced by these third parties could lead to disruptions at our facilities.

Environment

We are subject to regulation by federal, provincial, state, municipal and local environmental authorities, including, among other matters, environmental regulations relating to air emissions and pollutants, wastewater (effluent) discharges, solid and hazardous waste, landfill operations, forestry practices, permitting obligations, site remediation and the protection of threatened or endangered species and critical habitat. Concerns over climate change, carbon emissions, water and land-use practices and the protection of threatened or endangered species and critical habitat could also lead governments to enact additional or more stringent environmental laws and regulations that may require us to incur significant capital expenditures, pay higher taxes or fees, including carbon related taxes or otherwise could adversely affect our operations or financial conditions.

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We have incurred, and will continue to incur, capital expenditures and operating costs to comply with environmental laws and regulations, including the U.S. Environmental Protection Agency’s Boiler MACT (maximum achievable control technology) regulations. In addition, changes in the regulatory environment respecting climate change have and may lead governments and regulatory bodies to enact additional or more stringent laws and regulations and impose operational restrictions or incremental levies and taxes applicable to our Company.

No assurance can be given that changes in these laws and regulations or their application will not have a material adverse effect on our business, operations, financial condition and operational results. Similarly, no assurance can be given that capital expenditures necessary for future compliance with existing and new environmental laws and regulations could be financed from our available cash flow.

We may discover currently unknown environmental problems, contamination, or conditions relating to our past or present operations. This or any failure to comply with environmental laws and regulations may require site or other remediation costs or result in governmental or private claims for damage to person, property, natural resources or the environment or governmental sanctions, including fines or the curtailment or suspension of our operations, which could have a material adverse effect on our business, financial condition and operational results.

We are currently involved in investigation and remediation activities and maintain accruals for certain environmental matters or obligations, as set out in the notes to our Financial Statements for the year ended December 31, 2019. There can be no assurance that any costs associated with such obligations or other environmental matters will not exceed our accruals.

Our Canadian woodland operations, and the harvesting operations of our many key U.S. log suppliers, in addition to being subject to various environmental protection laws, are subject to third-party certification as to compliance with internationally recognized, sustainable forest management standards. Demand for our products may be reduced if we are unable to achieve compliance or are perceived by the public as failing to comply, with these applicable environmental protection laws and sustainable forest management standards, or if our customers require compliance with alternate forest management standards for which our operations are not certified. In addition, changes in sustainable forest management standards or our determination to seek certification for compliance with alternate sustainable forest management standards may increase our costs of operations.

Aboriginal Groups

Issues relating to Aboriginal groups, including First Nations, Metis and others, have the potential for a significant adverse effect on resource companies operating in Canada including West Fraser. Risks include potential delays or effects of governmental decisions relating to Canadian Crown timber harvesting rights (including their grant, renewal or transfer or authorization to harvest) in light of the government’s duty to consult and accommodate aboriginal groups in respect of aboriginal rights or treaty rights, agreements governments may choose to enter into with Aboriginal groups even if not required by law, related terms and conditions of authorizations and potential findings of aboriginal title over land.

We participate, as requested by government, in the consultation process in support of the government fulfilling its duty to consult. We also seek to develop and maintain good relationships with aboriginal groups that may be affected by our business activities. However, as the jurisprudence and government policies respecting aboriginal rights and title and the consultation process continue to evolve, and as treaty and non-treaty negotiations continue, we cannot assure that aboriginal claims will not in the future have a material adverse effect on our timber harvesting rights or our ability to exercise or renew them or secure other timber harvesting rights.

In addition, the Canadian federal government and the provincial governments in Alberta and B.C. have made commitments to renew their relationships with aboriginal groups and in some cases have expressed their support for the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”) and their intent to adopt and implement UNDRIP. At this time, it is unclear whether or how UNDRIP will be adopted into Canadian law and its impact on the Crown’s duty to consult with and accommodate aboriginal groups. At this time, we are unable to

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assess the effect, if any, that the adoption and implementation of UNDRIP by federal and provincial governments may have on land claims or consultation requirements or on our business, but the impact may be material.

On June 26, 2014 the Supreme Court of Canada (the “SCC”) released its reasons for judgment in Tsilhqot’in Nation v. British Columbia. The SCC declared that the Tsilhqot’in Nation had established aboriginal title over an area of B.C. comprising approximately 1,750 square kilometres. The SCC also held that the provisions of the Forest Act (British Columbia) dealing with the disposition or harvest of Crown timber, as presently drafted, no longer applied to timber located on those lands, by virtue of the definition of “Crown Timber” in the Forest Act. But the SCC also confirmed that provincial laws can apply on aboriginal title lands but only if the legislature so intends, and if the government can justify infringements of aboriginal title in certain cases (according to tests set out in the case law). It also confirmed that the existing Forest Act continues to apply to lands unless and until title is established.

We do not have any cutting permits in the area that was the subject of the Tsilhqot’in case. However, claims of aboriginal title have been asserted by many aboriginal groups throughout B.C. (including lands in which we have interests or rights) and there is a risk that other aboriginal groups may pursue further rights or title claims through litigation, or treaty negotiations with governments. It is difficult to predict how quickly other claims will be litigated or negotiated and in what manner our Crown timber harvesting rights and log supply arrangements will be affected.

Regulatory

Our operations are subject to extensive general and industry-specific federal, provincial, state, municipal and other local laws and regulations and other requirements, including those governing forestry, exports, taxes (including, but not limited to, income, sales and carbon taxes), employees, labour standards, occupational health and safety, waste disposal, environmental protection and remediation, protection of endangered and protected species and land use and expropriation. We are required to obtain approvals, permits and licences for our operations, which may require advance consultation with potentially affected stakeholders including aboriginal groups and impose conditions that must be complied with. If we are unable to obtain, maintain, extend or renew, or are delayed in extending or renewing, a material approval, permit or licence, our operations or financial condition could be adversely affected. There is no assurance that these laws, regulations or government requirements, or the administrative interpretation or enforcement of existing laws and regulations, will not change in the future in a manner that may require us to incur significant capital expenditures, pay higher taxes or otherwise could adversely affect our operations or financial condition. Failure to comply with applicable laws or regulations, including approvals, permits and licences, could result in fines, penalties or enforcement actions, including orders suspending or curtailing our operations or requiring corrective measures or remedial actions.

Foreign Currency Exchange Rates

Our Canadian operations sell the majority of its products at prices denominated in U.S. dollars or based on prevailing U.S. dollar prices. A significant portion of its operational costs and expenses are incurred in Canadian dollars. Therefore, an increase in the value of the Canadian dollar relative to the U.S. dollar reduces the revenue in Canadian dollar terms realized by our Canadian operations from sales made in U.S. dollars, which reduces operating margin and the cash flow available to fund operations. Canadian operations are also exposed to the risk of exchange rate fluctuations in the period between sale and payment. To mitigate the exposure of Canadian operations to currency fluctuations, we have long-term debt repayable in U.S. dollars which is valued in Canadian dollars at the end of each reporting period by applying the prevailing exchange rate. The translation gains or losses for our Canadian operations are reported in earnings in the Financial Statements.

Our U.S. operations transact and report in U.S. dollars, but their results are translated into Canadian dollars for Financial Statement purposes with the resulting translation gains or losses being reported in other comprehensive earnings.

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Exchange rate fluctuations result in exchange gains or losses and changes in other comprehensive earnings. This results in significant earnings sensitivity to changes in the Canadian/U.S. dollar exchange rate. The Canadian/U.S. dollar exchange rate is affected by a broad range of factors which makes future rates difficult to accurately predict.

Competition

We compete with global producers, some of which may have greater financial resources and lower production costs than we do. Currency devaluations can have the effect of reducing our competitors’ costs and making our products less competitive in certain markets. In addition, European lumber producers and South American panel producers may enter the North American market during periods of peak prices. Markets for our products are highly competitive. Our ability to maintain or improve the cost of producing and delivering products to those markets is crucial. Factors such as cost and availability of raw materials, energy and labour, the ability to maintain high operating rates and low per-unit manufacturing costs, and the quality of our final products and our customer service all affect our earnings. Some of our products are also particularly sensitive to other factors including innovation, quality and service, with varying emphasis on these factors depending on the product. To the extent that one or more of our competitors become more successful with respect to any key competitive factor, our ability to attract and retain customers could be materially adversely affected. If we are unable to compete effectively, such failure could have a material adverse effect on our business, financial condition and results of operations.

Our products may compete with non-fibre based alternatives or with alternative products in certain market segments. For example, steel, engineered wood products, plastic, wood/plastic or composite materials may be used by builders as alternatives to the products produced by our wood products businesses such as lumber, plywood and MDF products. Changes in prices for oil, chemicals and wood-based fibre can change the competitive position of our products relative to available alternatives and could increase substitution of those products for our products. As the use of these alternatives grows, demand for our products may further decline.

Because commodity products have few distinguishing properties from producer to producer, competition for these products is based primarily on price, which is determined by supply relative to demand and competition from substitute products. Prices for our products are affected by many factors outside of our control, and we have no influence over the timing and extent of price changes, which often are volatile. Accordingly, our revenues may be negatively affected by pricing decisions made by our competitors and by decisions of our customers to purchase products from our competitors.

Pension Plan Funding

We are the sponsor of several defined benefit pension plans which exposes us to market risks related to plan assets. Funding requirements for these plans are based on actuarial assumptions concerning expected return on plan assets, future salary increases, life expectancy and interest rates. If any of these assumptions differs from actual outcomes such that a funding deficiency occurs or increases, we would be required to increase cash funding contributions which would in turn reduce the availability of capital for other purposes. We are also subject to regulatory changes regarding these plans which may increase the funding requirements which would in turn reduce the availability of capital for other purposes.

Information Technology and Cyber Security

We are reliant on our information and operations technology systems to operate our manufacturing facilities, access fibre, communicate internally and with suppliers and customers, to sell our products and to process payments and payroll as well as for other corporate purposes and financial reporting. An interruption or failure or unsuccessful implementation and integration of our information and operations technology systems could result in a material adverse effect on our operations, business, financial condition and results of operations.

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In the ordinary course of our business, we collect and store sensitive data, including intellectual property, proprietary business and confidential financial information and identifiable personal information of our employees. We rely on industry accepted security measures and technology to protect our information systems and confidential and proprietary information.

However, our information and operations technology systems, including process control systems, are still subject to cyber security risks and are vulnerable to natural disasters, fires, power outages, vandalism, attacks by hackers or others or breaches due to employee error or other disruptions. Any such attack on or breach of our systems including through exposure to potential computer viruses or malware could compromise our systems and stored information may be accessed, publicly disclosed, lost or compromised, which could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruptions to our operations, decreased performance and production, increased costs, and damage to our reputation, which could have a material adverse effect on our business, financial condition and results of operations. As cyber security threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. However, our exposure to these risks cannot be fully mitigated due to the nature of these threats.

Controls and Procedures

Disclosure Controls and Procedures

West Fraser’s management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to West Fraser is gathered and reported to senior management, including the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure.

Internal Control over Financial Reporting

West Fraser’s management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with IFRS.

There has been no change in the design of West Fraser’s internal control over financial reporting during the year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Effectiveness of Internal Controls

As required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), West Fraser’s management, under the supervision of the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer, has caused the effectiveness of the disclosure controls and procedures and internal control over financial reporting to be evaluated as of December 31, 2019. Based on that evaluation, the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer have concluded that West Fraser’s disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2019.

Additional Information

Additional information relating to West Fraser, including our Annual Information Form, can be found on our website at www.westfraser.com or on SEDAR at www.sedar.com.

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RESPONSIBILITY OF MANAGEMENT

The management of West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is responsible for the preparation, integrity, objectivity and reliability of the consolidated financial statements. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and necessarily include amounts that represent the best estimates and judgments of management.

We maintain a system of internal controls over financial reporting that encompasses policies, procedures and controls to provide reasonable assurance that assets are safeguarded against loss or unauthorized use, transactions are executed and recorded with appropriate authorization and financial records are accurate and reliable.

Our independent auditor, which is appointed by the shareholders upon the recommendation of the Audit Committee and the Board of Directors, has completed its audit of the consolidated financial statements in accordance with generally accepted auditing standards in Canada and its report follows.

The Board of Directors provides oversight to the financial reporting process through its Audit Committee, which is comprised of four Directors, none of whom is an officer or employee of West Fraser. The Audit Committee meets regularly with representatives of management and of the auditor to review the consolidated financial statements and matters relating to the audit. The auditor has full and free access to the Audit Committee. The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements for issuance to the shareholders.

/s/ Raymond Ferris	/s/ Chris Virostek
Raymond Ferris	Chris Virostek
President and Chief Executive Officer	Vice-President, Finance
	and Chief Financial Officer
February 11, 2020

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INDEPENDENT AUDITOR’S REPORT

To the Shareholders of West Fraser Timber Co. Ltd.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of West Fraser Timber Co. Ltd. and its subsidiaries (together, the Company) as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

What we have audited

The Company’s consolidated financial statements comprise:

• the consolidated balance sheets as at December 31, 2019 and 2018;

• the consolidated statements of earnings and comprehensive earnings for the years then ended;

• the consolidated statements of changes in shareholders’ equity for the years then ended;

• the consolidated statements of cash flows for the years then ended; and

• the notes to the consolidated financial statements, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Other information

Management is responsible for the other information. The other information comprises the Management’s Discussion & Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent

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with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is John Bunting.

/s/ Pricewaterhousecoopers LLP

Chartered Professional Accountants

Vancouver, British Columbia

February 11, 2020

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West Fraser Timber Co. Ltd.

Consolidated Balance Sheets

As at December 31, 2019 and 2018

(in millions of Canadian dollars, except where indicated)

	2019		2018
Assets
Current assets
Cash and short-term investments	$	16	$	160
Receivables (note 24)		258		332
Income taxes receivable		135		48
Inventories (note 5)		729		791
Prepaid expenses		9		14
		1,147		1,345
Property, plant and equipment (note 6)		2,140		2,056
Timber licences (note 7)		493		513
Goodwill and other intangibles (note 8)		772		767
Export duty deposits (note 27)		80		75
Other assets (note 9)		26		32
Deferred income tax assets (note 19)		10		3
	$	4,668	$	4,791
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	16	$	13
Operating loans (note 12)		374		61
Payables and accrued liabilities (note 10)		396		448
Current portion of long-term debt (note 12)		10		—
Current portion of reforestation and decommissioning obligations (note 11)		41		39
Income taxes payable		—		34
		837		595
Long-term debt (note 12)		650		692
Other liabilities (note 11)		454		316
Deferred income tax liabilities (note 19)		253		292
		2,194		1,895
Shareholders’ Equity
Share capital (note 14)		483		491
Accumulated other comprehensive earnings		132		170
Retained earnings		1,859		2,235
		2,474		2,896
	$	4,668	$	4,791

Approved by the Board of Directors

/s/ Reid Carter	/s/ Robert L. Phillips
Reid Carter	Robert L. Phillips
Director	Lead Director

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West Fraser Timber Co. Ltd.

Consolidated Statements of Earnings and Comprehensive Earnings

For the years ended December 31, 2019 and 2018

(in millions of Canadian dollars, except where indicated)

	2019			2018
Sales	$	4,877		$	6,118
Costs and expenses
Cost of products sold		3,652			3,617
Freight and other distribution costs		713			732
Export duties (note 27)		162			202
Amortization		259			257
Selling, general and administration		211			231
Equity-based compensation (note 15)		6			7
Restructuring and impairment charges (note 16)		33			—
		5,036			5,046
Operating earnings		(159	)		1,072
Finance expense (note 17)		(49	)		(37	)
Other (note 18)		(11	)		37
Earnings before tax		(219	)		1,072
Tax recovery (provision) (note 19)		69			(262	)
Earnings	$	(150	)	$	810
Earnings per share (dollars) (note 21)
Basic	$	(2.18	)	$	10.88
Diluted	$	(2.34	)	$	10.62
Comprehensive earnings
Earnings	$	(150	)	$	810
Other comprehensive earnings
Translation gain (loss) on foreign operations1		(38	)		62
Actuarial gain (loss) on post-retirement benefits2		(99	)		24
Comprehensive earnings	$	(287	)	$	896

1. Recycled through earnings in the event of a disposal in net investment in foreign operations.

2. Adjusted through retained earnings. Net of tax recovery of $33 million (2018 - $9 million provision).

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West Fraser Timber Co. Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

For the years ended December 31, 2019 and 2018

(in millions of Canadian dollars, except where indicated)

	Share capital						Translation
	Number of shares			Amount			of foreign operations			Retained earnings			Total equity
Balance - December 31, 2017		77,946,036		$	549		$	108		$	2,069		$	2,726
Changes in Shareholders’ Equity for 2018
Translation gain on foreign operations		—			—			62			—			62
Actuarial gain on post-retirement benefits		—			—			—			24			24
Issuance of Common shares		8,598			1			—			—			1
Repurchase of Common shares		(8,135,796	)		(59	)		—			(617	)		(676	)
Earnings for the year		—			—			—			810			810
Dividends1		—			—			—			(51	)		(51	)
Balance - December 31, 2018		69,818,838		$	491		$	170		$	2,235		$	2,896
Changes in Shareholders’ Equity for 2019
Translation loss on foreign operations		—			—			(38	)		—			(38	)
Actuarial loss on post-retirement benefits		—			—			—			(99	)		(99	)
Issuance of Common shares		22,329			1			—			—			1
Repurchase of Common shares		(1,178,400	)		(9	)		—			(72	)		(81	)
Earnings for the year		—			—			—			(150	)		(150	)
Dividends1		—			—			—			(55	)		(55	)
Balance - December 31, 2019		68,662,767		$	483		$	132		$	1,859		$	2,474

1. Represents dividends declared of $0.80 per share for 2019 and $0.70 per share for 2018.

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West Fraser Timber Co. Ltd.

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(in millions of Canadian dollars, except where indicated)

	2019			2018
Cash provided by operations
Earnings	$	(150	)	$	810
Adjustments
Amortization		259			257
Restructuring and impairment charges		33			—
Restructuring charges paid (note 16)		(7	)		—
Finance expense		49			37
Foreign exchange loss (gain) on long-term financing		3			(10	)
Foreign exchange loss (gain) on long-term duty deposits		4			(5	)
Export duty deposits (note 27)		(5	)		(31	)
Post-retirement expense		80			84
Contributions to post-retirement benefit plans		(85	)		(103	)
Tax provision (recovery)		(69	)		262
Income taxes paid		(62	)		(316	)
Other		—			(2	)
Changes in non-cash working capital
Receivables		70			39
Inventories		51			(105	)
Prepaid expenses		5			(3	)
Payables and accrued liabilities		(61	)		(5	)
		115			909
Cash provided by (used for) financing
Proceeds from operating loans		314			63
Finance expense paid		(43	)		(32	)
Dividends		(55	)		(37	)
Repurchase of Common shares		(81	)		(675	)
Other		(5	)		—
		130			(681	)
Cash used for investing
Additions to capital assets		(410	)		(370	)
Government assistance		5			6
Proceeds from disposal of capital assets		14			11
Other		—			(1	)
		(391	)		(354	)
Change in cash		(146	)		(126	)
Foreign exchange effect on cash		(1	)		15
Cash - beginning of year		147			258
Cash - end of year	$	—		$	147
Cash consists of
Cash and short-term investments	$	16		$	160
Cheques issued in excess of funds on deposit		(16	)		(13	)
	$	—		$	147

- 72 -

West Fraser Timber Co. Ltd.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and 2018

(figures are in millions of Canadian dollars, except where indicated)

1. Nature of operations

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia (“B.C.”). West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in B.C., Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation

These consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) and were approved by our Board of Directors on February 11, 2020.

Our consolidated financial statements have been prepared under the historical cost basis, except for certain items as discussed in the applicable accounting policies.

Accounting policies that relate to the consolidated financial statements as a whole are incorporated in this note. Where an accounting policy is applicable to a specific note disclosure, the policy is described within the respective note.

Accounting policies

Basis of consolidation

These consolidated financial statements include the accounts of West Fraser and its wholly-owned subsidiaries after the elimination of intercompany transactions and balances. Principal operating subsidiaries are West Fraser Mills Ltd., West Fraser, Inc., West Fraser Wood Products Inc., West Fraser Southeast, Inc., Blue Ridge Lumber Inc., Sundre Forest Products Inc., Manning Forest Products Ltd. and West Fraser Newsprint Ltd.

Our 50%-owned joint operations, Alberta Newsprint Company and Cariboo Pulp & Paper Company, are accounted for by recognizing our share of the assets and liabilities, revenues and expenses related to these joint operations.

Use of estimates and judgments

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. It also requires management to exercise judgment in the process of applying accounting policies. Significant areas requiring estimates include recoverability of long-lived assets and goodwill, export duty deposits related to the softwood lumber dispute, fair value of derivatives, reforestation and decommissioning obligations, employee future benefits, equity-based compensation, income taxes and litigation. Actual amounts could differ materially from these and other estimates, the impact of which would be recorded in future periods. Management uses judgments and assumptions in assessing potential indicators of impairment, determining the appropriate cash generating unit level used in impairment testing and determining the accounting treatment for certain investments where we own less than 100% of the entity.

- 73 -

Revenue recognition

Revenue is derived primarily from product sales and is recognized when a customer obtains control over the goods. For most of our sales, control is obtained by the customer when the product is loaded on a common carrier at our mill. Some of our revenue is recognized when the product is delivered to the customer or when it is loaded on an ocean carrier. The amount of revenue recognized is net of our estimate for early payment discounts and volume rebates.

Revenue includes charges for freight, handling, countervailing and antidumping duties. The costs related to these revenues are recorded in freight and other distribution costs and export duties.

Foreign currency translation

Our functional and presentation currency is Canadian dollars.

U.S. operations

Assets and liabilities of our U.S. operations have a functional currency of U.S. dollars and are translated at the period-end exchange rate. Revenues and expenses are translated at average exchange rates during the reporting period. The resulting unrealized translation gains or losses are included in other comprehensive earnings.

Translation of other foreign currency balances and transactions

Monetary assets and liabilities denominated in foreign currencies, including long-term financing, are translated at the period-end exchange rate. Income and expense items are translated at the average or transaction date exchange rates during the reporting period. The resulting translation gains or losses are included in other income.

Cash and short-term investments

Cash and short-term investments consist of cash on deposit and short-term interest-bearing securities maturing within three months of the date of purchase.

Impairment of long-lived assets

We review property, plant, equipment, timber licences, goodwill and other intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. For the purpose of impairment testing, assets are separated into cash generating units (“CGUs”). We have identified each of our mills as a CGU for impairment testing of property, plant, equipment and other intangibles unless there is economic interdependence of CGUs, in which case they are grouped for impairment testing. Timber licences and goodwill are tested for impairment by combining CGUs within the economic area of the related assets. We perform an annual test for goodwill impairment.

Recoverability is assessed by comparing the carrying amount of the CGU or grouped CGUs to the discounted estimated net future cash flows the assets are expected to generate. If the carrying amount exceeds the discounted estimated net future cash flows, the assets are written down to the higher of fair value less cost of disposal and value-in-use (being the present value of the estimated net future cash flows of the relevant asset or CGU).

Goodwill impairment is assessed by comparing the fair value of its CGU to the underlying carrying amount of the CGU’s net assets, including goodwill. When the carrying amount of the CGU exceeds its fair value, the fair value of the CGU’s goodwill is compared with its carrying amount. An impairment loss is recognized for any excess of the carrying value of goodwill over its fair value.

- 74 -

Estimated net future cash flows are based on several assumptions concerning future circumstances including selling prices of products, U.S./Canadian dollar exchange rates, production rates, input costs and capital requirements. The estimated net future cash flows are discounted at rates reflective of market risk.

Where an impairment loss for long-lived assets, other than goodwill, subsequently reverses, the carrying amount of the asset or CGU is increased to the lesser of the revised estimate of its recoverable amount and the carrying amount that would have been recorded had no impairment loss been previously recognized. Goodwill impairment losses cannot be reversed.

Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. For financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement are observable and the significance of the inputs. Our fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value.

The three levels of the fair value hierarchy are:

Level 1

Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2

Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 3

Values based on prices or valuation techniques that require inputs which are both unobservable and significant to the overall fair value measurement.

3. Changes in accounting standards

IFRS 16 - Leases

We have adopted IFRS 16 effective January 1, 2019 using the modified retrospective approach, accordingly the information presented for 2018 has not been restated. The new standard replaces International Accounting Standards (“IAS”) 17 - Leases and the related interpretations. IFRS 16 provides a single lessee accounting model and requires lessees to recognize assets and liabilities for all major leases.

The adoption of this new standard has resulted in recognizing a right-of-use (“ROU”) asset and related lease liability in connection with all former operating leases except for those identified as low-value or having a remaining lease term of less than 12 months from the date of initial application.

On initial application, we elected to record ROU assets equal to the corresponding present value of the remaining lease liability. ROU assets and lease obligations of $14 million were recorded as of January 1, 2019 for leases related to some of our office spaces and mobile equipment. On the consolidated balance sheets, ROU assets have been included in property, plant and equipment. The current portion of lease liabilities has been included in payables and accrued liabilities and the long-term portion has been included in other liabilities.

- 75 -

During the year ended December 31, 2019, we recorded a $3 million amortization expense on the ROU assets, and we made a $3 million payment on the lease obligations.

IAS 19 - Amendments, Employee Benefits

We have adopted the IAS 19 - Amendments, Employee Benefits effective January 1, 2019. The amendments require an entity to use updated assumptions to determine current service costs and net interest for the remainder of the period after a plan amendment, curtailment or settlement.

The adoption of this standard had no significant impact on our consolidated financial statements and no retrospective adjustments were necessary.

4. Accounting standards, amendments and interpretations issued but not yet applied

There are no standards or amendments or interpretations to existing standards issued but not yet effective which are expected to have a material impact on our consolidated financial statements.

5. Inventories

Accounting policies

Inventories of manufactured products, logs and other raw materials are valued at the lower of average cost and net realizable value. Processing materials and supplies are valued at the lower of average cost and replacement cost.

Supporting information

	2019		2018
Manufactured products	$	341	$	421
Logs and other raw materials		226		218
Processing materials and supplies		162		152
	$	729	$	791

Inventories at December 31, 2019 were written down by $39 million (December 31, 2018—$30 million) to reflect net realizable value being lower than cost.

The carrying amount of inventory recorded at net realizable value was $182 million at December 31, 2019 (December 31, 2018—$149 million), with the remaining inventory recorded at cost.

6. Property, plant and equipment

Accounting policies

Property, plant and equipment are stated at historical cost, less accumulated amortization and impairment losses. Expenditures for additions and improvements are capitalized. Borrowing costs are capitalized when the asset construction period exceeds 12 months and the borrowing costs are directly attributable to the asset. Expenditures for maintenance and repairs are charged to earnings. Upon retirement, disposal or destruction of an asset, the cost and related amortization are removed from the accounts and any gain or loss is included in earnings.

- 76 -

Property, plant and equipment are amortized on a straight-line basis over their estimated useful lives as follows:

Buildings	10 - 30 years
Manufacturing plant, equipment and machinery	6 - 20 years
Fixtures, mobile and other equipment	3 - 10 years
Roads and bridges	Not exceeding 40 years
Major maintenance shutdowns	12 to 36 months

Manufacturing plant, equipment and machinery includes ROU assets related to some of our office spaces and mobile equipment. ROU assets are initially measured at the amount of lease liability reduced for any lease incentives received, and increased for:

• lease payments made at or before commencement of the lease;

• initial direct costs incurred; and

• an estimate of costs, if any, to be incurred in restoring the underlying asset to the condition required by the terms and conditions of the lease.

The ROU assets are amortized on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. If it is reasonably certain that we will exercise the option to purchase the asset, the amortization period is to the end of the ROU asset’s useful life.

- 77 -

Supporting Information

	Manufacturing plant, equipment and machinery			Construction- in-progress			Roads and bridges			Other			Total
As at December 31, 2017	$	1,610		$	195		$	45		$	42		$	1,892
Additions		168			151			17			1			337
Amortization1		(218	)		—			(15	)		—			(233	)
Foreign exchange		54			10			—			1			65
Disposals		(5	)		—			—			—			(5	)
Transfers		169			(169	)		—			—			—
As at December 31, 2018	$	1,778		$	187		$	47		$	44		$	2,056
As at December 31, 2018
Cost	$	4,444		$	187		$	148		$	51		$	4,830
Accumulated amortization		(2,666	)		—			(101	)		(7	)		(2,774	)
Net	$	1,778		$	187		$	47		$	44		$	2,056
As at December 31, 2018	$	1,778		$	187		$	47		$	44		$	2,056
Additions		222			180			20			1			423
Amortization1		(220	)		—			(16	)		—			(236	)
Impairment2 (note 16)		(23	)		—			—			—			(23	)
Foreign exchange		(37	)		(6	)		—			(1	)		(44	)
Disposals		(1	)		—			—			(1	)		(2	)
Transfers		144			(178	)		—			—			(34	)
As at December 31, 2019	$	1,863		$	183		$	51		$	43		$	2,140
As at December 31, 2019
Cost	$	4,604		$	183		$	160		$	50		$	4,997
Accumulated amortization		(2,741	)		—			(109	)		(7	)		(2,857	)
Net	$	1,863		$	183		$	51		$	43		$	2,140

1. Amortization of $232 million relates to cost of products sold and $4 million relates to selling, general and administration expense (2018 - $230 million and $3 million, respectively).

2. As disclosed in note 16, we recorded asset impairment charges totalling $24 million, with $16 million related to the permanent closure of our Chasm, B.C. lumber mill and $8 million related to certain B.C. lumber mill assets. Of the total, $23 million of this impairment was recorded against manufacturing plant, equipment and machinery, with the remaining $1 million recorded against inventory.

7. Timber licences

Accounting policies

Timber licences, which are renewable or replaceable, are stated at historical cost, less accumulated amortization and impairment losses. Amortization is provided on a straight-line basis over their estimated useful lives of 40 years.

- 78 -

Supporting information

	Timber licences
As at December 31, 2017	$	533
Amortization1		(20	)
As at December 31, 2018	$	513
As at December 31, 2018
Cost	$	800
Accumulated amortization		(287	)
Net	$	513
As at December 31, 2018	$	513
Amortization1		(20	)
As at December 31, 2019	$	493
As at December 31, 2019
Cost	$	800
Accumulated amortization		(307	)
Net	$	493

1. Amortization relates to cost of products sold.

8. Goodwill and other intangibles

Accounting policies

Goodwill represents the excess purchase price paid for a business acquisition over the fair value of the net assets acquired. Goodwill is not amortized but is subject to an annual impairment test. An additional impairment test is conducted if events or circumstances indicate that goodwill may be impaired.

Other intangibles are stated at historical cost less accumulated amortization and impairments. Other intangibles include software which is amortized over periods of up to five years and non-replaceable finite term timber rights which are amortized as the related timber is logged.

- 79 -

Supporting information

	Goodwill			Other			Total
As at December 31, 2017	$	705		$	26		$	731
Additions		—			6			6
Amortization1		—			(4	)		(4	)
Foreign exchange		38			—			38
Disposals		—			(4	)		(4	)
As at December 31, 2018	$	743		$	24		$	767
As at December 31, 2018
Cost	$	743		$	48		$	791
Accumulated amortization		—			(24	)		(24	)
Net	$	743		$	24		$	767
As at December 31, 2018	$	743		$	24		$	767
Additions		—			7			7
Amortization1		—			(3	)		(3	)
Foreign exchange		(23	)		—			(23	)
Disposal		—			(10	)		(10	)
Transfers		—			34			34
As at December 31, 2019	$	720		$	52		$	772
As at December 31, 2019
Cost	$	720		$	79		$	799
Accumulated amortization		—			(27	)		(27	)
Net	$	720		$	52		$	772

1. Amortization of $1 million relates to cost of products sold and $2 million relates to selling, general and administration expense (2018 - $2 million and $2 million, respectively).

Goodwill

We have attributed $218 million of goodwill to a CGU made up of our Canadian lumber operations, $456 million of goodwill to a CGU made up of our U.S. lumber operations and $46 million of goodwill to a CGU made up of our plywood and LVL operations.

For the purpose of the 2019 impairment test of goodwill, the fair value of CGUs has been determined based on value-in-use calculations using a discount rate of 8.5%. These calculations are approved by management and use cash flow projections based on the 2020 business plan, a forecast of 2021 and 2022 and trend level earnings for subsequent years. Assumptions were developed by management based on industry sources after taking into account management’s best estimates. No impairment of goodwill has been recognized.

9. Other assets

	2019		2018
Post-retirement (note 13)	$	6	$	12
Other		20		20
	$	26	$	32

- 80 -

10. Payables and accrued liabilities

	2019		2018
Trade accounts	$	239	$	260
Equity-based compensation		33		51
Compensation		55		78
Export duties		18		17
Dividends		14		14
Restructuring charges (note 16)		6		—
Interest		5		5
Current portion of lease obligation (note 11)		3		—
Other		23		23
	$	396	$	448

11. Other liabilities

	2019		2018
Post-retirement (note 13)	$	314	$	189
Long-term portion of reforestation		74		76
Long-term portion of decommissioning		31		29
Long-term portion of lease obligation		8		—
Other		27		22
	$	454	$	316

Reforestation and decommissioning obligations

Reforestation and decommissioning obligations relate to our responsibility for reforestation under various timber licences and our obligations related to landfill closures and other site remediation costs.

Accounting policies

Reforestation obligations are measured at the present value of the expenditures expected to be required to settle the obligations and are accrued and charged to earnings when timber is harvested. The reforestation obligation is reviewed periodically and changes to estimates are credited or charged to earnings.

We record the present value of a liability for decommissioning obligations in the period that a reasonable estimate can be made. The present value of the liability is added to the carrying amount of the associated asset and amortized over its useful life or, if there is no associated asset, it is expensed. Decommissioning obligations are reviewed annually and changes to estimates result in an adjustment of the carrying amount of the associated asset or, where there is no asset, they are credited or charged to earnings.

Reforestation and decommissioning obligations are discounted at the risk-free rate at the balance sheet date and accreted over time through periodic charges to earnings. The liabilities are reduced by actual costs of settlement.

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Supporting information

	Reforestation						Decommissioning
	2019			2018			2019			2018
Beginning of year	$	115		$	108		$	29		$	25
Liabilities recognized		48			48			2			—
Liabilities settled		(53	)		(46	)		(1	)		—
Change in estimates		4			5			2			4
End of year		114			115			32			29
Less: current portion		(40	)		(39	)		(1	)		—
	$	74		$	76		$	31		$	29

The total undiscounted amount of the estimated cash flows required to satisfy these obligations is $159 million (2018 - $158 million). The cash flows have been discounted using interest rates ranging from 1.68 % to 1.69% (2018 - 1.86% to 1.88%).

The timing of the reforestation payments is based on the estimated period required to attain free to grow status in a given area, which is generally between 12 to 15 years. Payments relating to landfill closures and site remediation are expected to occur over periods ranging up to 46 years.

Lease obligations

Lease obligations relate to major lease contracts on certain office spaces and mobile equipment.

Accounting policies

All leases are accounted for by recognizing a ROU asset and a lease obligation except for low value asset leases and leases with a duration of 12 months or less. These lease payments are recognized as an expense on a straight-line basis over the lease term.

The lease liability is measured at the present value of the lease payments using the discount rate implicit in the lease, if that rate is readily available, or our incremental borrowing rate. The lease liability is remeasured to reflect any reassessment or modification. When the lease liability is remeasured, the corresponding adjustment is reflected in the ROU asset, or earnings if the ROU asset is already reduced to zero.

Supporting information

	2019
Liabilities recognized January 1, 2019	$	14
Liabilities paid during the year		(3	)
End of year		11
Less: current portion (note 10)		(3	)
	$	8

The total undiscounted cash flows required to satisfy these lease obligations is $14 million over the next five years.

Short-term leases and leases of low value assets

We expensed $2 million of lease payments under certain short-term and low value assets lease contracts.

- 82 -

12. Operating loans and long-term debt

Accounting policies

Transaction costs related to debt financing or refinancing are deferred and amortized over the life of the associated debt. When our operating loan is undrawn, the related deferred financing costs are recorded in other assets.

Supporting information

Operating loans

Our revolving lines of credit consist of an $850 million committed revolving credit facility which matures August 2024, a $32 million (US$25 million) demand line of credit dedicated to our U.S. operations and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. In addition, we have letter of credit facilities totalling $89 million, of which US$15 million is dedicated to our U.S. operations.

At December 31, 2019, $374 million was drawn under our revolving credit facility. This amount is net of deferred financing costs of $3 million (December 31, 2018 - $61 million, net of deferred financing costs of $2 million). Letters of credit in the amount of $61 million (December 31, 2018 - $58 million) were also supported by our facilities.

Interest on the facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances or LIBOR Advances at our option.

All debt is unsecured except the $8 million 50%-owned newsprint operation demand line of credit, which is secured by that operation’s current assets.

Long-term debt

	2019			2018
US$300 million senior notes due October 2024; interest at 4.35%	$	390		$	409
US$200 million term loan due August 2024; floating interest rate		260			273
US$8 million note payable due October 2020; interest at 2%		10			10
Notes payable		3			4
	663			696
Less: deferred financing costs		(3	)		(4	)
Less: current portion related to the US$8 million note payable due October 2020		(10	)		—
	$	650		$	692

Required principal repayments are disclosed in note 24.

On March 15, 2019, we entered into an interest rate swap agreement, maturing in August 2022, with a US$100 million notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term debt. Under this agreement, we pay a fixed interest rate of 2.47% and receive a floating interest rate equal to 3-month LIBOR. The agreement is accounted for as a derivative. The gains or losses related to changes in the fair value are included in other income in our consolidated statements of earnings. For the year, a $3 million loss associated with the agreement was recorded in other income.

On January 17, 2020, we completed an agreement for a new uncommitted, demand letter of credit facility in the maximum amount of up to $40 million.

- 83 -

13. Post-retirement benefits

We maintain defined benefit and defined contribution pension plans covering a majority of our employees. The defined benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life based either on length of service or on earnings and length of service, and in most cases do not increase after commencement of retirement.

The defined benefit pension plans are operated in Canada and the U.S. under broadly similar regulatory frameworks. The majority are funded arrangements where benefit payments are made from plan assets which are held in trust. Responsibility for the governance of the plans, including investment and contribution decisions, resides with our Retirement Committees which report to the Human Resources & Compensation Committee of the Board of Directors. For the registered defined benefit pension plans, regulations set minimum requirements for contributions for benefit accruals and the funding of deficits.

Accounting policies

We record a post-retirement asset or liability for our employee defined benefit pension and other retirement benefit plans by netting our plan assets with our plan obligations, on a plan-by-plan basis.

The cost of defined benefit pensions and other retirement benefits earned by employees is actuarially determined using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields from high quality corporate bonds with cash flows that approximate expected benefit payments at the balance sheet date. Plan assets are valued at fair value at each balance sheet date.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive earnings in the period in which they arise.

Past service costs arising from plan amendments are recognized immediately.

The finance amount on net post-retirement balances is classified as finance expense.

For defined contribution plans, pension expense is the amount of contributions we are required to make in respect of services rendered by employees.

Supporting information

The actual return on plan assets for 2019 is a gain of $166 million (2018 - $4 million loss). The total pension expense for the defined benefit plans is $68 million (2018 - $73 million). In 2019, we made contributions of $66 million (2018 - $86 million). We expect to make cash contributions of approximately $49 million to our defined benefit pension plans during 2020 based on the most recent valuation report for each pension plan. We also provide group life insurance, medical and extended health benefits to certain employee groups, for which we contributed $2 million in 2019 (2018 - $2 million).

The total pension expense and funding contributions for the defined contribution pension plans is $17 million (2018 - $15 million).

In 2019, we announced the permanent closure of our Chasm, B.C. lumber mill. This closure resulted in the curtailment of the defined benefit pension plan for the Chasm hourly employees. Included in restructuring and impairment charges is a $4 million curtailment gain related to the reduction in the post-retirement obligation.

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In 2018, we entered into annuity purchase agreements to settle approximately $480 million of our defined benefit obligations by purchasing annuities using our plan assets. These agreements transferred the pension obligations of retired employees under certain pension plans to financial institutions. The difference between the cost of the annuity purchase and the liabilities held for these pension plans is reflected as a settlement cost.

The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:

	Defined benefit pension plans						Other retirement benefit plans
	2019			2018			2019			2018
Accrued benefit obligations
Benefit obligations – opening	$	1,347		$	1,821		$	34		$	43
Service cost		62			66			1			3
Finance cost on obligation		52			61			—			2
Benefits paid		(46	)		(66	)		(2	)		(2	)
Actuarial loss (gain) due to change in financial assumptions		235			(83	)		3			(5	)
Actuarial loss (gain) due to demography/experience		14			16			—			(7	)
Settlement		1			(480	)		—			—
Curtailment gain		(4	)		—			—			—
Other		(3	)		12			(1	)		—
Benefit obligations - ending	$	1,658		$	1,347		$	35		$	34
Plan assets
Fair value - opening	$	1,204		$	1,658		$	—		$	—
Finance income on plan assets		46			54			—			—
Actual return on plan assets, net of finance income		120			(58	)		—			—
Employer contributions		66			86			2			2
Benefits paid		(46	)		(66	)		(2	)		(2	)
Settlement		—			(479	)		—			—
Other		(5	)		9			—			—
Fair value - ending	$	1,385		$	1,204		$	—		$	—
Funded status1
Post-retirement assets (note 9)	$	6		$	12		$	—		$	—
Post-retirement liabilities (note 11)		(279	)		(155	)		(35	)		(34	)
	$	(273	)	$	(143	)	$	(35	)	$	(34	)

1. Plans in a surplus position are classified as assets and plans in a deficit position are shown as liabilities on the consolidated balance sheets. Other retirement benefit plans continue to be unfunded.

	Defined benefit pension plans				Other retirement benefit plans
	2019		2018		2019		2018
Expense
Service cost	$	62	$	66	$	1	$	3
Net finance expense		6		7		—		2
	$	68	$	73	$	1	$	5

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Assumptions and sensitivities

The weighted average duration of the defined benefit pension obligations is 19 years. The projected future benefit payments for the defined benefit pension plans at December 31, 2019 are as follows:

	2020		2021		2022 to 2024		Thereafter		Total
Defined benefit pension plans	$	38	$	42	$	149	$	2,977	$	3,206

The estimation of post-retirement benefit obligations involves a high degree of judgment for matters such as discount rate, employee service periods, compensation escalation rates, expected retirement ages of employees, mortality rates, expected health-care costs and other variable factors. These estimates are reviewed annually with independent actuaries. The significant actuarial assumptions used to determine our balance sheet date post-retirement assets and liabilities and our post-retirement benefit plan expenses are as follows:

	Defined benefit pension plans						Other retirement benefit plans
	2019			2018			2019			2018
Benefit obligations:
Discount rate		3.00	%		3.75	%		3.00	%		3.75	%
Future compensation rate increase		3.50	%		3.50	%		n/a			n/a
Benefit expense:
Discount rate - beginning of year		3.75	%		3.50	%		3.50	%		3.50	%
Future compensation rate increase		3.50	%		3.50	%		n/a			n/a

Health-care benefit costs, shown under other retirement benefit plans, are funded on a pay-as-you-go basis. The actuarial assumptions for extended health-care costs are estimated to increase 6.75% in year one, grading down by 0.25% per year for years two to nine, to 4.5% per year thereafter.

The impact of a change in these assumptions on our post-retirement obligations as at December 31, 2019 is as follows:

	Obligations
Discount rate
Decrease in assumption from 3.00% to 2.50%	$	157
Increase in assumption from 3.00% to 3.50%	$	(143	)
Rate of increase in future compensation
Decrease in assumption from 3.50% to 3.00%	$	(28	)
Increase in assumption from 3.50% to 4.00%	$	28
Health-care cost trend rates
Decrease in assumption by 1.00%	$	(2	)
Increase in assumption by 1.00%	$	1

The sensitivities have been calculated on the basis that all other variables remain constant. When calculating the sensitivity of the defined benefit obligation, the same methodology is applied as was used to generate the financial statement asset/liability.

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Assets

The assets of the pension plans are invested predominantly in a diversified range of equities and bonds. The weighted average asset allocations of the defined benefit plans at December 31, by asset category, are as follows:

	Target range			2019			2018
Canadian equities		9	% - 25%		13	%		10	%
Foreign equities		12	% - 52%		27	%		24	%
Fixed income investments		30	% - 50%		40	%		44	%
Other investments		5	% - 32%		20	%		22	%
					100	%		100	%

Risk management practices

We are exposed to various risks related to our defined benefit pension and other post-retirement benefit plans:

• Uncertainty in benefit payments: The value of the liability for post-retirement benefits will ultimately depend on the amount of benefits paid and this in turn will depend on the level of future compensation increase and how long individuals live.

• Volatility in asset value: We are exposed to changes in the market value of pension plan investments which are required to fund future benefit payments.

• Uncertainty in cash funding: Movement in the value of the assets and obligations may result in increased levels of cash funding, although changes in the level of cash funding required can be spread over several years. We are also exposed to changes in pension regulation and legislation.

Our Retirement Committees manage these risks in accordance with a Statement of Investment Policies and Procedures for each pension plan or group of plans administered under master trust agreements. The following are some specific risk management practices employed:

• Retaining and monitoring professional advisors including an outsourced chief investment officer (“OCIO”).

• Monitoring our OCIO’s adherence to asset allocation guidelines and permitted categories of investments.

• Monitoring investment decisions and performance of the OCIO and asset performance against benchmarks.

14. Share capital

Authorized

400,000,000 Common shares, without par value

20,000,000 Class B Common shares, without par value

10,000,000 Preferred shares, issuable in series, without par value

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Issued

	2019				2018
	Number		Amount		Number		Amount
Common		66,381,289	$	483		67,537,360	$	491
Class B Common		2,281,478		—		2,281,478		—
Total Common		68,662,767	$	483		69,818,838	$	491

In 2019 we repurchased 1,178,400 Common shares for $81 million and in 2018 we repurchased 8,135,796 Common shares for $676 million.

On September 17, 2019, our Board of Directors authorized the renewal of our normal course issuer bid (“NCIB”) program to repurchase for cancellation up to 3,318,823 Common shares, representing approximately 5% of the issued and outstanding Common shares. The NCIB will expire on September 19, 2020. Our previous NCIB expired on September 18, 2019.

Rights and restrictions of Common shares

Common shares and Class B Common shares are equal in all respects except that each Class B Common share may at any time be exchanged for one Common share. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class-by-class basis.

15. Equity-based compensation

We have share option, phantom share unit (“PSU”) and directors’ deferred share unit (“DSU”) plans. We have partially hedged our exposure under these plans with an equity derivative contract. The equity-based compensation expense included in the consolidated statement of earnings is $6 million (2018 - $7 million).

Accounting policies

We estimate the fair value of outstanding share options using the Black-Scholes valuation model and the fair value of our PSU plan and directors’ DSU plan using an intrinsic valuation model at each balance sheet date. We record the resulting expense or recovery, over the related vesting period, through a charge to earnings.

From time to time, we enter into equity derivative contracts to provide a partial offset to our exposure to fluctuations in equity-based compensation from our stock option, PSU and DSU plans. These derivatives are fair valued at each balance sheet date using an intrinsic valuation model and the resulting expense or recovery is offset against the related equity-based compensation. If a share option holder elects to acquire Common shares, both the exercise price and the accrued liability are credited to shareholders’ equity.

Supporting information

Share option plan

Under our share option plan, officers and employees may be granted options to purchase up to 7,295,940 Common shares, of which 338,052 remain available for issuance. The exercise price of a share option is the closing price of a Common share on the trading day immediately preceding the grant date. Our share option plan gives share option holders the right to elect to receive a cash payment in lieu of exercising an option to purchase Common shares. Options vest at the earlier of the date of retirement or death and 20% per year from the grant date and expire after 10 years. We have recorded a recovery of $8 million (2018 - $9 million) related to the share option plan.

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A summary of the activity in the share option plan is presented below:

	2019					2018
	Number			Weighted average price (dollars)		Number			Weighted average price (dollars)
Outstanding - beginning of year		1,204,448		$	44.94		1,435,938		$	37.19
Granted		148,805		$	72.11		112,715		$	85.40
Exercised		(138,964	)	$	13.96		(335,306	)	$	25.16
Expired / Cancelled		(3,152	)	$	62.58		(8,899	)	$	51.88
Outstanding - end of year		1,211,137		$	51.78		1,204,448		$	44.94
Exercisable - end of year		937,397		$	47.78		809,740		$	37.37

The following table summarizes information about the share options outstanding and exercisable at December 31, 2019:

Exercise price range (dollars)		Number of outstanding options (number)		Weighted average remaining contractual life (years)		Weighted average exercise price (dollars)		Number of exercisable options (number)		Weighted average exercise price (dollars)
$	23.68—$25.75		229,946		1.7	$	24.62		229,946	$	24.62
$	40.82—$55.62		608,693		5.4	$	46.81		500,988	$	46.48
$	72.11—$85.40		372,498		7.6	$	76.66		206,463	$	76.75
			1,211,137		5.3	$	51.78		937,397	$	47.78

The weighted average share price at the date of exercise for share options exercised during the year was $64.40 per share (2018 - $83.43 per share).

The accrued liability related to the share option plan based on a Black-Scholes valuation model is $21 million at December 31, 2019 (December 31, 2018 - $36 million). The weighted average fair value of the options used in the calculation was $17.71 per option at December 31, 2019 (December 31, 2018 - $30.15 per option).

The inputs to the option model are as follows:

	2019			2018
Share price on balance sheet date	$	57.26		$	67.30
Weighted average exercise price	$	51.78		$	44.93
Expected dividend	$	0.80		$	0.80
Expected volatility		36.09	%		35.19	%
Weighted average interest rate		1.69	%		1.87	%
Weighted average expected remaining life in years		3.03			3.39

The expected dividend on our shares was based on the annualized dividend rate at each period end. Expected volatility was based on five years of historical data. The interest rate for the life of the options was based on the implied yield available on government bonds with an equivalent remaining term at each period-end. Historical data was used to estimate the expected life of the options and forfeiture rates.

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The intrinsic value of options issued under the share option plan at December 31, 2019 was $14 million (December 31, 2018—$29 million). The intrinsic value is determined based on the difference between the period end share price and the exercise price, multiplied by the sum of the related vested options plus unvested options for those holders eligible to retire.

Phantom share unit plan

Our PSU plan is intended to supplement, in whole or in part, or replace the granting of share options as long-term incentives for officers and employees. The plan provides for two types of units which vest on the third anniversary of the grant date. A restricted share unit pays out based on the Common share price over the 20 trading days immediately preceding its vesting date (the “vesting date value”). A performance share unit pays out at a value between 0% and 200% of its vesting date value contingent upon our performance relative to a peer group of companies over the three-year performance period. Officers and employees granted units under the plan are also entitled to additional units to reflect cash dividends paid on Common shares from the applicable grant date until payout.

We have recorded an expense of $3 million (2018 - $5 million) related to the PSU plan. The number of units outstanding as at December 31, 2019 was 131,792 (December 31, 2018 - 155,595), including performance share units totalling 78,008 (December 31, 2018 - 84,966).

Directors’ deferred share unit plan

We have a DSU plan which provides a structure for non-employee directors to accumulate an equity-like holding in West Fraser. The DSU plan allows directors to participate in the growth of West Fraser by providing a deferred payment based on the value of a Common share at the time of redemption. Each director receives deferred share units in payment of an annual equity retainer until a minimum equity holding is reached and may elect to receive units in payment of up to 100% of other fees earned. After a minimum equity holding is reached, directors may elect to receive the equity retainer in units or cash. The units are issued based on our Common share price at the time of issue. Additional units are issued to take into account the value of dividends paid on Common shares from the date of issue to the date of redemption. Units are redeemable only after a director retires, resigns or otherwise leaves the board. The redemption value is equal to the Common share price at the date of redemption. A holder of units may elect to redeem units in cash or receive Common shares having an equivalent value.

No expense related to the DSU plan was recorded during this year or during 2018. The number of units outstanding as at December 31, 2019 was 70,822 (December 31, 2018 - 57,930).

Equity-based compensation hedge

An expense of $10 million (2018 - expense of $10 million) is included in equity-based compensation related to our equity derivative contract. Under this contract, we hedged 1,000,000 Common share equivalent units.

16. Restructuring and impairment charges

On June 17, 2019, we announced the permanent closure of our Chasm, B.C. lumber mill and recorded impairment charges of $16 million. In addition, we recorded an impairment charge of $8 million related to certain B.C. lumber mill assets in the fourth quarter of 2019.

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During the year, we recognized charges of $33 million for the restructuring and impairment costs as follows:

	2019
Severance	$	8
Lease obligation and other commitments		3
Decommissioning obligation		2
Restructuring charges		13
Asset impairment related to Chasm, B.C. lumber mill		16
Asset impairment related to certain B.C. lumber mill assets		8
Curtailment gain on post-retirement obligation		(4	)
Total restructuring and impairment charges	$	33

A reconciliation of restructuring charges included in payables and accrued liabilities is as follows:

	2019
Beginning of year	$	—
Restructuring charges recognized		14
Restructuring charges paid		(7	)
Change in estimate		(1	)
End of year	$	6

17. Finance expense, net

	2019			2018
Interest expense1	$	(44	)	$	(34	)
Interest income on short-term investments		—			5
Interest income on long-term duty deposits receivable (note 27)		4			2
Finance expense on employee future benefits		(8	)		(9	)
Accretion on long-term liabilities		(1	)		(1	)
	$	(49	)	$	(37	)

1. Interest expense includes $1 million (2018 – nil) of interest expense for lease contracts.

18. Other

	2019			2018
Foreign exchange gain (loss) on working capital	$	(7	)	$	13
Foreign exchange gain (loss) on intercompany financing1		(36	)		65
Foreign exchange gain (loss) on long-term debt		33			(55	)
Foreign exchange gain (loss) on export duty deposits receivable (note 27)		(4	)		5
Insurance gain on disposal of equipment2		4			—
Gain on disposal of intangible assets and gain on sale of lumber futures		1			11
Other		(2	)		(2	)
	$	(11	)	$	37

1. Relates to US$550 million (2018 - US$600 million from January to mid-December and US$550 million thereafter) of financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

2. Represents the insurance gain of $4 million related to the 2017 involuntary disposal of equipment at our 50%-owned NBSK plant in Quesnel, B.C.

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19. Tax provision

Accounting policies

The tax expense for the period is comprised of current and deferred tax. Tax is recognized in the consolidated statement of earnings, except to the extent that it relates to items recognized in other comprehensive earnings in which case it is recognized in other comprehensive earnings.

Deferred taxes are provided for using the liability method. Under this method, deferred taxes are recognized for temporary differences between the tax and financial statement basis of assets, liabilities and certain carry-forward items.

Deferred tax assets are recognized only to the extent that it is probable that they will be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of substantive enactment.

Supporting information

The major components of income tax included in comprehensive earnings are as follows:

	20191		2018
Earnings:
Current tax	$	57	$	(207	)
Deferred tax		12		(55	)
Tax recovery (provision) on earnings	$	69	$	(262	)
Other comprehensive earnings:
Deferred tax recovery (provision) on post-retirement actuarial loss (gain)	$	33	$	(9	)
Tax recovery (provision) on comprehensive earnings	$	102	$	(271	)

1. Includes the impact of the 2019 statutory changes for Alberta.

The tax provision differs from the amount that would have resulted from applying the B.C. statutory income tax rate to earnings before tax is as follows:

	2019			2018
Income tax recovery (expense) at statutory rate of 27%	$	59		$	(289	)
Non-taxable amounts		2			2
Rate differentials between jurisdictions and on specified activities		(3	)		20
Decrease in Alberta provincial tax rate1		18			—
Other		(7	)		5
Tax recovery (provision)	$	69		$	(262	)

1. Represents the re-measurement of deferred income tax assets and liabilities for the 2019 Alberta tax rate change from 12% to 8% over the next four years.

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Deferred income tax liabilities (assets) are made up of the following components:

	2019			2018
Property, plant, equipment and intangibles	$	402		$	407
Reforestation and decommissioning obligations		(34	)		(35	)
Employee benefits		(87	)		(60	)
Export duty deposits		20			20
Tax loss carry-forwards1		(53	)		(38	)
Other		(5	)		(5	)
	$	243		$	289
Represented by:
Deferred income tax assets	$	(10	)	$	(3	)
Deferred income tax liabilities		253			292
	$	243		$	289

1. Includes federal and state net operating loss (“NOL”) carry-forwards of $324 million. A portion of these NOLs expire over the periods 2022 to 2033 and a portion of these NOLs are subject to restrictions on use.

20. Employee compensation

Our employee compensation expense includes salaries and wages, employee future benefits, termination costs and bonuses. Total compensation expense is $911 million (2018 - $933 million).

Key management includes directors and officers, and their compensation expense and balance sheet date payables are as follows:

	2019			2018
Expense
Salary and short-term employee benefits	$	6		$	10
Post-retirement benefits		2			1
Equity-based compensation1		(2	)		(3	)
	$	6		$	8
Payables and accrued liabilities
Compensation	$	—		$	4
Equity-based compensation1		21			42
	$	21		$	46

1. Amounts do not necessarily represent the actual value which will ultimately be paid.

21. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding.

Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the calculation is anti-dilutive and diluted earnings per share are deemed to be the same as basic earnings per share.

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	2019			2018
Earnings
Basic	$	(150	)	$	810
Share option recovery		(8	)		(9	)
Equity settled share option adjustment		(4	)		(3	)
Diluted	$	(162	)	$	798
Weighted average number of shares (thousands)
Basic		68,882			74,451
Share options		290			652
Diluted		69,172			75,103
Earnings per share (dollars)
Basic	$	(2.18	)	$	10.88
Diluted	$	(2.34	)	$	10.62

22. Commitments

Based on expected contract prices, at December 31, 2019, we had contractual commitments for $179 million (December 31, 2018—$108 million).

23. Government assistance

Accounting policies

Government assistance received that relates to the construction of manufacturing assets is applied to reduce the cost of those assets. Government assistance received that relates to operational expenses is applied to reduce the amount charged to earnings for the operating item.

Supporting information

Government assistance of $1 million (2018 - $16 million) was recorded as a reduction to property, plant and equipment.

Government assistance of $5 million (2018 - $5 million) was recorded as a reduction to cost of products sold. The government assistance related primarily to research and development and apprenticeship tax credits.

24. Financial instruments

Accounting policies

All financial assets and liabilities, except for derivatives, are initially measured at fair value and subsequently measured at amortized cost using the effective interest rate method. Derivatives are measured at fair value through profit or loss (“FVTPL”).

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Supporting information

The following tables provide the carrying and fair values of our financial instruments by category, as well as the associated fair value hierarchy levels as defined in note 2 under “Fair value measurements”:

2019	Level		Amortized cost		FVTPL		Other financial liabilities		Carrying value		Fair value
Financial assets
Cash and short-term investments		2	$	16	$	—	$	—	$	16	$	16
Receivables1		3		255		3		—		258		258
Export duty deposits (note 27)		3		80		—		—		80		80
			$	351	$	3	$	—	$	354	$	354
Financial liabilities
Cheques issued in excess of funds on deposit		2	$	—	$	—	$	16	$	16	$	16
Operating loans (note 12)		2		—		—		377		377		377
Payables and accrued liabilities		2		—		—		396		396		396
Long-term debt (note 12)2		2		—		—		663		663		677
Interest rate swap contract (note 12)3		2		—		3		—		3		3
			$	—	$	3	$	1,452	$	1,455	$	1,469

1. Receivables include our equity derivative receivable of $3 million.

2. Includes current portion of the long-term debt. The fair value of the long-term debt is based on rates available to us at December 31, 2019 for long-term debt with similar terms and remaining maturities.

3. The interest rate swap contract is included in other liabilities in our consolidated balance sheets.

2018	Level		Amortized cost		FVTPL		Other financial liabilities		Carrying value		Fair value
Financial assets
Cash and short-term investments		2	$	160	$	—	$	—	$	160	$	160
Receivables1		3		331		1		—		332		332
Export duty deposits (note 27)		3		75		—		—		75		75
			$566		$1		$—		$567		$567
Financial liabilities
Cheques issued in excess of funds on deposit		2	$	—	$	—	$	13	$	13	$	13
Operating loans (note 12)		2		—		—		63		63		63
Payables and accrued liabilities		2		—		—		448		448		448
Long-term debt (note 12)2		2		—		—		696		696		689
			$—		$—		$1,220		$1,220		$1,213

1. Receivables include our equity derivative receivable of $1 million.

2. The fair value of the long-term debt is based on rates available to us at December 31, 2018 for long-term debt with similar terms and remaining maturities.

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Financial risk management

Our activities result in exposure to a variety of financial risks including risks related to derivative contracts, currency fluctuation, credit, liquidity and interest rates.

The sensitivities provided give the effect of possible changes in the relevant prices and rates on earnings. The sensitivities are hypothetical and should not be considered to be predictive of future performance or earnings. Changes in fair values or cash flows based on market variable fluctuations cannot be extrapolated since the relationship between the change in the market variable and the change in fair value or cash flows may not be linear.

Derivative contracts

From time to time, we use derivatives to manage our exposure to U.S. dollar exchange fluctuations, commodity prices, equity-based compensation and floating interest rates. Commodity contracts used by West Fraser include lumber futures and energy related agreements.

Our equity derivative contract provides an offset for 1,000,000 Common share equivalents against our exposure to fluctuations in equity-based compensation from our stock option, PSU and DSU plans. This derivative is fair valued at each balance sheet date using an intrinsic valuation model and the resulting expense or recovery is offset against the related equity-based compensation.

During 2019, we entered into an interest rate swap agreement with a US$100 million notional amount to limit our exposure to fluctuations in interest rates and fix interest rates on a portion of our long-term debt. The interest rate swap contract is measured at FVTPL based on an estimated discounted cash flow.

No energy related derivatives were outstanding at December 31, 2019 or 2018.

No lumber futures or foreign exchange contracts were outstanding at December 31, 2019 or 2018.

Currency fluctuation

Our Canadian operations sell most of their products at prices denominated in U.S. dollars or based on prevailing U.S. dollar prices. A significant portion of their operational costs and expenses are incurred in Canadian dollars. Therefore, an increase in the value of the Canadian dollar relative to the U.S. dollar reduces the revenue in Canadian dollar terms realized by our Canadian operations from sales made in U.S. dollars, which reduces operating margin and the cash flow available to fund operations.

Our U.S. operations transact and report in U.S. dollars, but their results are translated into Canadian dollars for financial statement purposes with the resulting translation gains or losses being reported in other comprehensive earnings.

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Impact of U.S. dollar currency fluctuation

The U.S. dollar foreign currency balance sheet exposure at December 31, 2019 is as follows:

Canadian operations		2019
Net working capital	US$		51
Export duty deposits			61
Intercompany financing1			550
Long-term debt			(500	)
Interest rate swap contract			(2	)
	US$		160
U.S. operations			2019
Net investment	US$		1,088

1. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

Based on these balances, with other variables unchanged, a $0.01 increase (decrease) in the exchange rate for one U.S. dollar into Canadian currency would result in a $2 million decrease (increase) in earnings and an $18 million increase (decrease) in the translation loss on foreign operations included in other comprehensive earnings.

Credit

Credit risk arises from the non-performance by counterparties of contractual financial obligations. Investments in cash and short-term investments are primarily made using major banks and only made with counterparties meeting certain credit-worthiness criteria. Credit risk for trade and other receivables is managed through established credit monitoring activities such as:

• Customer credit limits are established and monitored.

• Ongoing evaluations of key customer financial conditions are performed.

• In certain market areas, we have undertaken additional measures to reduce credit risk including credit insurance, letters of credit and prepayments. At December 31, 2019, approximately 40% of trade accounts receivable was covered by at least some of these additional measures.

Given our credit monitoring activities, the low percentage of overdue accounts and our low customer defaults with no bad debts in 2019 or 2018, we have recorded minimal expected credit losses. We consider the credit quality of the trade accounts receivable at December 31, 2019 to be high. The aging analysis of trade accounts receivable is presented below:

	2019		2018
Trade accounts receivable – gross
Current	$	195	$	260
Past due 1 to 30 days		11		7
Past due 31 to 60 days		—		1
Past due over 60 days		—		—
Trade accounts receivable – net	$	206	$	268
Insurance receivable		11		14
Government assistance		7		10
Other		34		40
Receivables	$	258	$	332

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Liquidity

We manage liquidity by maintaining adequate cash and short-term investment balances and by having appropriate lines of credit available. In addition, we regularly monitor and review both actual and forecasted cash flows. Refinancing risks are managed by ensuring debt has a balanced maturity schedule where possible.

The following table summarizes the aggregate amount of contractual future cash outflows for long-term debt:

	2020		2021		2022		2023		Thereafter		Total
Long-term debt (note 12)	$	10	$	—	$	—	$	3	$	650	$	663
Interest on long-term debt1,2		25		25		26		26		20		122
	$35		$25		$26		$29		$670		$785

1. Assumes debt level, foreign exchange rate and interest rates remain at December 31, 2019 levels and rates.

2. At December 31, 2019, we had drawn $377 million under our revolving credit facility. The potential interest payable on this loan has not been included in the above table.

Interest rates

Interest rate risk relates mainly to floating interest rate debt. By maintaining a mix of both fixed and floating rate debt, we mitigate some of the exposure to interest rate changes. As disclosed in note 12, during 2019, we entered into an interest rate swap contract to convert floating rate debt to a fixed rate debt which will reduce our exposure to fluctuations in interest rates.

At December 31, 2019, the impact of a 100-basis point change in interest rate affecting our floating rate debt would result in a change in annual interest expense, after giving effect to the interest rate swap agreement, of approximately $5 million. This analysis assumes that all other variables remain constant.

25. Capital disclosures

Our business is cyclical and is subject to significant changes in cash flow over the business cycle. In addition, financial performance can be materially influenced by changes in product prices and the relative values of the Canadian and U.S. dollars. Our objective in managing capital is to ensure adequate liquidity and financial flexibility at all times, particularly at the bottom of the business cycle.

Our main policy relating to capital management is to maintain a strong balance sheet and otherwise meet financial tests that are commonly applied by rating agencies for investment grade issuers of public debt. Our debt is currently rated as investment grade by three major rating agencies.

We monitor and assess our financial performance in order to ensure that net debt levels are prudent taking into account the anticipated direction of the business cycle. When financing acquisitions, we combine debt and equity financing in a proportion that is intended to maintain an investment grade rating for debt throughout the cycle. Debt repayments are arranged, where possible, on a staggered basis that takes into account the uneven nature of anticipated cash flows. We have established committed revolving lines of credit that provide liquidity and flexibility when capital markets are restricted.

One key measurement used to monitor our capital position is net debt to total capital, calculated as follows at December 31:

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	2019			2018
Net debt
Cash and short-term investments	$	(16	)	$	(160	)
Deferred financing costs1		(6	)		(6	)
Cheques issued in excess of funds on deposit		16			13
Operating loans		377			63
Lease obligation (current and long-term portion)		11			—
Long-term debt (current and long-term portion)		663			696
	$	1,045		$	606
Shareholders’ equity		2,474			2,896
Total capital	$	3,519		$	3,502
Net debt to total capital		30	%		17	%

1. For our balance sheet presentation, these costs are applied to reduce the associated debt or, in instances when the operating loan is undrawn, these costs are included in other assets.

26. Segment and geographical information

The segmentation of manufacturing operations into lumber, panels and pulp and paper is based on a number of factors, including similarities in products, production processes and economic characteristics. Transactions between segments are at market prices and on standard business terms. The segments follow the accounting policies described in these consolidated financial statement notes, where applicable.

The table below provides a reconciliation of our non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

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	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
2019
Sales
To external customers	$	3,317		$	594		$	966		$	—		$	4,877
To other segments		125			11			—			(136	)		—
	$	3,442		$	605		$	966		$	(136	)	$	4,877
Cost of products sold		(2,588	)		(466	)		(734	)		136			(3,652	)
Freight and other distribution costs		(477	)		(63	)		(173	)		—			(713	)
Selling, general and administration		(146	)		(25	)		(39	)		(1	)		(211	)
Adjusted EBITDA	$	231		$	51		$	20		$	(1	)	$	301
Export duties		(162	)		—			—			—			(162	)
Equity-based compensation		—			—			—			(6	)		(6	)
Amortization		(196	)		(16	)		(43	)		(4	)		(259	)
Restructuring and impairment charges		(33	)		—			—			—			(33	)
Operating earnings	$	(160	)	$	35		$	(23	)	$	(11	)	$	(159	)
Finance expense		(35	)		(4	)		(10	)		—			(49	)
Other		(7	)		—			4			(8	)		(11	)
Earnings before tax	$	(202	)	$	31		$	(29	)	$	(19	)	$	(219	)
Total assets	$	3,589		$	316		$	559		$	204		$	4,668
Total liabilities	$	681		$	56		$	159		$	1,298		$	2,194
Capital expenditures	$	339		$	23		$	39		$	9		$	410

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	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
2018
Sales
To external customers	$	4,291		$	664		$	1,163		$	—		$	6,118
To other segments		165			12			—			(177	)		—
	$	4,456		$	676		$	1,163		$	(177	)	$	6,118
Cost of products sold		(2,635	)		(461	)		(698	)		177			(3,617	)
Freight and other distribution costs		(503	)		(63	)		(166	)		—			(732	)
Selling, general and administration		(162	)		(25	)		(41	)		(3	)		(231	)
Adjusted EBITDA	$	1,156		$	127		$	258		$	(3	)	$	1,538
Export duties		(202	)		—			—			—			(202	)
Equity-based compensation		—			—			—			(7	)		(7	)
Amortization		(196	)		(15	)		(44	)		(2	)		(257	)
Operating earnings	$	758		$	112		$	214		$	(12	)	$	1,072
Finance expense		(25	)		(2	)		(10	)		—			(37	)
Other		20			—			11			6			37
Earnings before tax	$	753		$	110		$	215		$	(6	)	$	1,072
Total assets	$	3,739		$	320		$	659		$	73		$	4,791
Total liabilities	$	701		$	62		$	156		$	976		$	1,895
Capital expenditures	$	284		$	16		$	60		$	10		$	370

The geographic distribution of non-current assets and external sales is as follows:

	Non-current assets				Sales by geographic area1
	2019		2018		2019		2018
Canada	$	2,049	$	2,121	$	979	$	1,239
United States		1,472		1,325		2,890		3,661
China		—		—		650		734
Other Asia		—		—		321		442
Other		—		—		37		42
	$	3,521	$	3,446	$	4,877	$	6,118

1. Sales distribution is based on the location of product delivery.

27. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and as a result have received unique company specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates

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were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1 as shown in the table below. The duty rates are subject to an appeal process and are not expected to be finalized until August of 2020 at which time any required adjustment will be recorded.

If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. Assuming these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate and the West Fraser Estimated ADD Rate for each period are as follows:

Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017 until the revised rate was published by the USITC.

2. On December 4, 2017, the USDOC revised our CVD rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its preliminary CVD rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%5
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%5
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC revised our ADD rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its preliminary ADD rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. In fiscal 2017, our estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

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Duty expense and cash deposits

Export duties incurred in the period	2019		2018
Countervailing duties	$	127	$	178
Antidumping duties		40		55
Total	$	167	$	233

Recognized in the financial statements as	2019		2018
Export duties recognized as expense in consolidated statements of earnings	$	162	$	202
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		5		31
Total	$	167	$	233

We have recorded long-term duty deposits receivable related to CVD for the excess of deposits made at the Cash Deposit Rate of 24.12% compared to the December 4, 2017 Revised Rate of 17.99%, and to ADD for the difference between the 5.57% Cash Deposit Rate and our West Fraser Estimated Rate. The details are as follows:

Export duty deposits receivable	2019			2018
Beginning of year	$	75		$	37
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		5			31
Interest recognized on the long-term duty deposits receivable		4			2
Foreign exchange on the long-term duty deposits		(4	)		5
End of year	$	80		$	75

As at December 31, 2019, export duties paid and payable on deposit with the USDOC are US$275 million for CVD and US$98 million for ADD for a total of US$373 million.

AR2

AR2 covers the POI from January 1, 2019 through December 31, 2019 and will commence in 2020. The results of AR2 are not expected to be finalized until 2021. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”) categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement panels and the World Trade Organization.

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FOUR YEAR FINANCIAL REVIEW

(in millions of Canadian dollars, except where indicated)

	2019			2018			20171			20161
Earnings
Sales		4,877			6,118			5,134			4,450
Cost of product sold		(3,652	)		(3,617	)		(3,124	)		(2,971	)
Freight and other distribution costs 1		(713	)		(732	)		(633	)		(629	)
Selling, general and administration 1		(211	)		(231	)		(217	)		(176	)
Adjusted EBITDA2		301			1,538			1,160			674
Export duties		(162	)		(202	)		(48	)		—
Amortization		(259	)		(257	)		(210	)		(197	)
Equity-based compensation		(6	)		(7	)		(32	)		5
Restructuring and impairment charges		(33	)		—			—			—
Operating earnings		(159	)		1,072			870			482
Finance expense		(49	)		(37	)		(31	)		(29	)
Other		(11	)		37			7			(9	)
Tax provision		69			(262	)		(250	)		(118	)
Earnings		(150	)		810			596			326
Cash flows from operating activities		115			909			902			689
Capital expenditures & acquisitions		410			370			862			273
Financial position
Current assets		1,147			1,345			1,291			938
PPE & timber licenses		2,633			2,569			2,425			2,236
Goodwill & other intangibles		772			767			731			371
Export duty deposits		80			75			37			—
Other assets		26			32			27			20
Deferred income tax assets		10			3			6			35
Total assets		4,668			4,791			4,517			3,600
Current liabilities		827			595			583			459
Long-term debt (including current portion)		660			692			636			413
Other liabilities		454			316			347			272
Deferred income tax liabilities		253			292			225			215
Shareholders’ equity		2,474			2,896			2,726			2,241
Total liabilities & equity		4,668			4,791			4,517			3,600

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	2019			2018			20171			20161
Per common share (dollars)
Basic EPS		(2.18	)		10.88			7.63			4.06
Price range:
High		80.13			97.99			83.50			54.18
Low		43.93			60.44			42.98			35.35
Close		57.28			67.44			77.57			48.01
Dividends declared per share		0.80			0.70			0.36			0.28
Shares outstanding at year-end (‘000s)		68,663			69,819			77,946			78,163
Ratios
Return on capital employed		-3	%		20	%		17	%		11	%
Return on common share holders’ equity		-6	%		28	%		24	%		15	%
Net debt to capitalization		30	%		17	%		12	%		14	%
Number of employees at year-end		8,200			8,570			8,600			7,800
Production
Lumber (MMfbm)3		5,914			6,609			6,233			5,935
Pulp (Mtonnes)		1,137			1,151			1,172			1,192
Newsprint (Mtonnes)		114			119			122			128
Plywood (3/8” MMsf)		818			833			838			826
MDF (3/4” MMsf)4		221			224			191			160
LVL (Mcf)		2,034			2,251			2,676			2,215

1. For 2017, were classified approximately $ 20 million from freight and other distribution costs to selling, general and administration to conform to our current presentation. 2016 has not been restated forth is reclassification.

2. Adjusted EBITDA is described in the section titled “Non-IFRS Measures” of our 2019 Management’s Discussion & Analysis.

3. The permanent elimination of third shifts at certain B.C. mills and the Chasm, B.C. mill closure accounted for 400 MMfbm of reduced production and temporary curtailments accounted for a further reduction of 200 MMfbm in 2019.

4. A fire at our MDF plant in Quesnel, B.C. on March 9, 2016 resulted in the closure of the plant until April 29, 2017.

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DIRECTORS AND OFFICERS

Effective February 11, 2020

Directors

	Principal Occupation
Henry H. Ketcham	Chairman of the Board
Reid E. Carter	Corporate Director
Raymond W. Ferris	President and Chief Executive Officer
John N. Floren	President and Chief Executive Officer, Methanex Corporation
Brian G. Kenning	Corporate Director
John K. Ketcham	Real Estate Developer
Gerald J. Miller	Corporate Director
Robert L. Phillips	Corporate Director
Janice G. Rennie	Corporate Director
Gillian D. Winckler	Corporate Director

Officers

	Office Held
Raymond W. Ferris	President and Chief Executive Officer
Brian A. Balkwill	Vice-President, Canadian Wood Products
Keith D. Carter	Vice-President, Pulp and Energy Operations
Larry E. Gardner	Vice-President, Canadian Woodlands
James W. Gorman	Vice-President, Corporate and Government Relations
D’Arcy R. Henderson	Vice-President, Canadian Woodlands Operations
Christopher D. McIver	Vice-President, Sales and Marketing
Sean P. McLaren	Vice-President, U.S. Lumber
Tom V. Theodorakis	Secretary Partner, McMillan LLP (lawyers)
Christopher A. Virostek	Vice-President, Finance and Chief Financial Officer
Charles H. Watkins	Vice-President, Capital and Technology

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CORPORATE INFORMATION

Effective February 11, 2020

ANNUAL GENERAL MEETING

The Annual General Meeting of the shareholders of the Company will be held on April 21, 2020 at 11:30 a.m. in Quesnel, British Columbia, Canada.

AUDITORS

PricewaterhouseCoopers LLP

Vancouver, British Columbia, Canada

LEGAL COUNSEL

McMillan LLP

Vancouver, British Columbia,

Canada

TRANSFER AGENT

AST Trust Company (Canada)

Vancouver, Calgary, Toronto, and Montreal, Canada

FILINGS

www.sedar.com

Shares are listed on the Toronto Stock Exchange under the symbol: WFT

INVESTOR CONTACT

Chris Virostek

Vice-President, Finance and Chief Financial Officer

Tel: (604) 895-2700

Fax: (604) 681-6061

E-mail Address

shareholder@westfraser.com

WEBSITE

www.westfraser.com

CORPORATE OFFICE

858 Beatty Street, Suite 501

Vancouver, British Columbia

Canada V6B 1C1

Tel: (604) 895-2700

Fax: (604) 681-6061

SALES OFFICES

SPF Lumber, Plywood,

MDF, LVL

1250 Brownmiller Road

Quesnel, British Columbia

Canada V2J 6P5

Tel: (250) 992-9254

Fax: (250) 992-3034

SPF Export Lumber

858 Beatty Street, Suite 501

Vancouver, British Columbia

Canada V6B 1C1

Tel: (604) 895-2700

Fax: (604) 895-2976

SYP Lumber

1900 Exeter Road, Suite 105

Germantown, Tennessee

USA 38138

Tel: (901) 620-4200

Fax: (901) 620-4204

2900 Saint Marys Road

St. Marys, Georgia

USA 31558

Tel: (912) 576-0300

Fax: (912) 576-0322

Pulp

858 Beatty Street, Suite 501

Vancouver, British Columbia

Canada V6B 1C1

Tel: (604) 895-2700

E: pulpsales@westfraser.com

Newsprint

2900-650 W Georgia Street

Vancouver, British Columbia

Canada V6B 4N8

Tel: (604) 681-8817

OPERATIONS

Lumber, Plywood and LVL

Canadian Operations

1250 Brownmiller Road

Quesnel, British Columbia

Canada V2J 6P5

Tel: (250) 992-9244

Fax: (250) 992-9233

US Operations

1900 Exeter Road, Suite 105

Germantown, Tennessee

USA 38138

Tel: (901) 620-4200

Fax: (901) 620-4204

MDF

WestPine MDF

300 Carradice Road

Quesnel, British Columbia

Canada V2J 5Z7

Tel: (250) 991-7100

Fax: (250) 991-7115

Ranger Board

P.O. Box 6

Blue Ridge, Alberta

Canada T0E 0B0

Tel: (780) 648-6333

Fax: (780) 648-6397

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Pulp & Paper

Cariboo Pulp & Paper

P.O. Box 7500

50 North Star Road

Quesnel, British Columbia

Canada V2J 3J6

Tel: (250) 992-0200

Fax: (250) 992-2164

Quesnel River Pulp

1000 Finning Road

Quesnel, British Columbia

Canada V2J 6A1

Tel: (250) 992-8919

Fax: (250) 992-2612

Hinton Pulp

760 Switzer Drive

Hinton, Alberta

Canada T7V 1V7

Tel: (780) 865-2251

Fax: (780) 865-6666

Slave Lake Pulp

P.O. Box 1790

Slave Lake, Alberta

Canada T0G 2A0

Tel: (780) 849-7777

Fax: (780) 849-7725

Alberta Newsprint Company

Postal Bag 9000

Whitecourt, Alberta

Canada T7S 1P9

Tel: (780) 778-7000

Fax: (780) 778-7070

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GLOSSARY OF INDUSTRY TERMS

AAC Annual Allowable Cut

The volume of timber that may be harvested annually from a specific timber tenure.

BCTMP Bleached Chemithermomechanical Pulp

Dimension Lumber Standard commodity lumber ranging in sizes from 1 x 3’s to 4 x 12’s, in various lengths.

FMA Forest Management Agreement An FMA is granted by the Alberta government and entitles the holder to establish, grow and harvest timber on specified lands.

LVL Laminated Veneer Lumber Large sheets of veneer bonded together with resin then cut to lumber equivalent sizes.

m3 A solid cubic metre, a unit of measure for timber, equal to approximately 35 cubic feet.

Mcf One thousand cubic feet. A unit of measure for laminated veneer lumber.

MDF Medium Density Fibreboard A composite product made from wood fibre.

Mfbm One thousand board feet (equivalent to one thousand square feet of lumber, one inch thick).

MMfbm means one million board feet.

Msf A unit of measure for MDF and plywood equal to one thousand square feet on a 3/4 inch basis for MDF and on a 3/8 inch basis for plywood. MMsf means one million square feet.

NBSK Northern Bleached Softwood Kraft Pulp

Return on Capital Employed Earnings before after-tax financing expense divided by average assets less average current non-interest-bearing liabilities.

Return on Common Shareholders’ Equity Earnings available to common shareholders divided by average shareholders’ equity.

SPF Dimension lumber produced from spruce/pine/balsam fir species.

SYP Dimension lumber produced from southern yellow pine species.

Ton A unit of weight equal to 2,000 pounds, generally known as a U.S. ton.

Tonne A unit of weight in the metric system equal to one thousand kilograms or approximately 2,204 pounds. Mtonne means one thousand tonnes.

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OPERATIONS West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.
0 LUMBER 0 PULP&PAPER
1. Quesnel 34. Hinton
2. Williams Lake 35. Quesnel (2)
3. Smithers 36. Slave Lake
4. Chetwynd 37. Whitecourt
5. Fraser Lake
0 PLYWOOD
6. 100 Mile House
38. Edmonton
7. Blue Ridge
39. Quesnel
8. Hinton
40. Williams Lake
9. Edson
10. Sundre 0 MDF
11. High Prairie 41. Blue Ridge
12. Manning 42. Quesnel
0 VENEER & LVL
0 LUMBER
43. Rocky Mountain House
13. Joyce
44. Slave Lake
14. Huttig
15. Henderson
16. New Boston
17. Leola
18. Mansfield
19. Russellville
20. Maplesville
21. Opelika
22. McDavid
23. Perry
24. Lake Butler
25. Maxville
26. Whitehouse
27. Blackshear
28. Fitzgerald
29. Dudley
30. Augusta
31. Newberry
32. Armour
33. Seaboard

West Fraser Timber Co. Ltd.
Tel: 604.895.2700 Fax: 604.681.6061 www.westfraser.com

EX-99.12

Exhibit 99.12

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser Announces COVID-19 Pandemic Response Plan

VANCOUVER, March 19, 2020 /CNW/ - In response to the COVID-19 outbreak West Fraser is taking steps to protect its employees and respond to changing market conditions.

The health and safety of our employees, their families and the communities we work in are vitally important. West Fraser has taken a series of actions to ensure a safe and productive working environment. West Fraser has implemented changes to mitigate potential exposure at our worksites, with a focus on thorough cleaning, strict travel limitations, health education and appropriate social and physical distancing at all Company sites.

As the demand for forest products has begun to decline, the following changes to operating schedules at West Fraser’s manufacturing operations have also been implemented.

Lumber

Effective March 23, lumber production will be reduced at western Canada sawmills by approximately 18% or 12 million board feet per week and lumber production at the Company’s U.S. South sawmills will be reduced by approximately 24% or 15 million board feet per week. These reductions will be implemented through various means including reduced operating hours, elimination of overtime, elimination of shifts and curtailment of operations. Shipping will be maintained as needed to fulfill order commitments. These temporary reductions are expected to stay in place until at least April 6.

Panels

Effective March 23, plywood production will be temporarily suspended at the Company’s Quesnel plywood facility until at least April 6. This will reduce the company’s plywood production by 5,000 msf per week.

Pulp and Paper

The scheduled maintenance shut for the Company’s jointly-owned Cariboo Pulp and Paper mill in Quesnel, British Columbia has been deferred due to risk stemming from the COVID-19 outbreak. Absences due to COVID-19 policy are increasing at some of the Company’s other pulp mills and it is possible that curtailment of operations at these mills may be necessary due to key technical resources not being available.

Capital Expenditure

Actions are underway to reduce planned capital spending for 2020 by $75 million through the delay and deferral of projects that had not yet been started. West Fraser is regularly monitoring market conditions and contractor availability. Further potential steps on capital expenditure are being evaluated as the situation unfolds.

The COVID-19 crisis threatens to further impair staff availability and create market volatility. West Fraser is monitoring the situation closely and it is possible that additional reductions in production or operating curtailments may be necessary.

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

This News Release contains descriptions of current circumstances and statements about potential

future developments including the timing and amount of the reduction in lumber and panels production, potential future curtailments at our facilities, the timing and amount of capital expenditures, market conditions and demand for our products and the availability of employees and contractors. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual Management’s Discussion & Analysis under “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws.

West Fraser shares trade on the Toronto Stock Exchange under the symbol: “WFT”.

SOURCE West Fraser Timber Co. Ltd.

  View original content: http://www.newswire.ca/en/releases/archive/March2020/19/c5665.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 19:00e 19-MAR-20

- 2 -

EX-99.13

Exhibit 99.13

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser Announces Additional COVID-19 Production Adjustments

VANCOUVER, March 25, 2020 /CNW/ - In response to the continuing COVID-19 pandemic West Fraser is taking additional steps to respond to changing operating and market conditions.

As a result of the continuing proliferation of the COVID-19 pandemic and the imposition of mandatory and recommended governmental restrictions on movement, travel, work and trade that are impacting our operations and creating uncertainty in the demand for forest products, the following additional changes to operating schedules at West Fraser’s manufacturing operations have been implemented.

Lumber

Effective March 30, lumber production at all British Columbia sawmills will be curtailed for one week. This will result in the elimination of an additional 24 million board feet of production for the week in addition to the curtailments and reduced production announced on March 19.

Panels

Effective March 30, plywood production at the Company’s Alberta Plywood and Slave Lake Veneer facilities will be temporarily suspended until at least April 6. This will reduce the Company’s plywood production by an additional 6,500 msf per week.

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

This News Release contains descriptions of current circumstances and statements about potential future developments including the timing and amount of the reduction in lumber and panels production, potential future curtailments at our facilities, the timing and amount of capital expenditures, operating and market conditions and demand for our products and the availability of employees and contractors. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual Management’s Discussion & Analysis under “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws.

West Fraser shares trade on the Toronto Stock Exchange under the symbol: “WFT”.

SOURCE West Fraser Timber Co. Ltd.

  View original content: http://www.newswire.ca/en/releases/archive/March2020/25/c3095.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 18:30e 25-MAR-20

EX-99.14

Exhibit 99.14

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser Announces Postponement and Location Change of Annual General Meeting

VANCOUVER, March 27, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) announced today that in light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of its shareholders (the “Shareholders”), employees and communities, its annual general meeting (the “Meeting”), originally scheduled to be held on Tuesday, April 21, 2020, in Quesnel, British Columbia is being rescheduled to Tuesday, May 26, 2020 at 11:30 a.m. and will be held in Vancouver, British Columbia. Accordingly, the Company’s board of directors has set April 2, 2020 as the new record date for the Meeting and will file an amended notice of meeting and record date and a revised management information circular under its profile on SEDAR at www.sedar.com.

Given the current uncertainty regarding the COVID-19 longevity risk, West Fraser is also encouraging Shareholders and others to not attend the Meeting in person and to vote on the matters before the Meeting by proxy. West Fraser will provide details for a conference call to enable Shareholders to listen to the Meeting and ask questions.

These changes, made out of an abundance of caution, are intended to reduce the potential risks associated with larger gatherings and travel, and are part of West Fraser’s COVID-19 response plan, as further described in its News Release dated March 19, 2020.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

West Fraser shares trade on the Toronto Stock Exchange under the symbol: “WFT”.

SOURCE West Fraser Timber Co. Ltd.

  View original content: http://www.newswire.ca/en/releases/archive/March2020/27/c0676.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 27-MAR-20

EX-99.15

Exhibit 99.15

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

NEWS RELEASE

WEST FRASER TIMBER CO. LTD. -

Notice of First Quarter Results Conference Call

VANCOUVER, March 30, 2020 /CNW/ - West Fraser will hold an analysts’ conference call to discuss first quarter 2020 financial and operating results on Wednesday, April 29, 2020 at 8:30 a.m. Pacific Time/11:30 a.m. Eastern Time.

To participate in the call, please dial:

1-888-390-0605 (Toll-free North America)

Please let the operator know you wish to participate in the West Fraser conference call chaired by Mr. Ray Ferris, President and Chief Executive Officer.

Following management’s discussion of the quarterly results, the analyst community will be invited to ask questions.

The call will be recorded for webcasting purposes and will be available on our website at www.westfraser.com. West Fraser’s first quarter 2020 financial and operating results will be released on Tuesday, April 28, 2020.

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

West Fraser shares trade on the Toronto Stock Exchange under the symbol: “WFT”.

SOURCE West Fraser Timber Co. Ltd.

  View original content: http://www.newswire.ca/en/releases/archive/March2020/30/c7408.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 30-MAR-20

EX-99.16

Exhibit 99.16

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser provides update on COVID-19 production adjustments

VANCOUVER, April 3, 2020 /CNW/ - In response to the continuing COVID-19 pandemic West Fraser is providing an update on production adjustments implemented to address changing operating, supply chain and market conditions. West Fraser will provide a further production outlook update as part of its Q1 earnings release scheduled for April 28 and does not anticipate providing another update before then.

As a result of the continuing proliferation of the COVID-19 pandemic and the imposition of mandatory and recommended governmental restrictions on movement, travel, work and trade that are impacting our operations and employees, the demand for forest products and the availability of residuals and other inputs and transportation services, the following additional changes to operating schedules at West Fraser’s manufacturing operations have been implemented. These operating schedules will be assessed and adjusted as may be required to further respond to the effects of the COVID-19 pandemic, the need to protect the health and safety of our employees and continuing changes in mill operating, supply chain and market conditions.

Lumber

Effective April 6, West Fraser will further reduce its SPF production by 30 to 40 million board feet of production per week which represents between 45 and 60% of SPF production. SYP production will continue in line with the reductions previously announced on March 19. West Fraser plans to continue to operate its power generation assets at its Canadian sawmill sites during this period.

Panels

Effective April 6, plywood production at the Company’s three manufacturing sites will be further adjusted on an ongoing basis. It is expected that curtailments of at least 5,000 msf of plywood production will continue. MDF and LVL production may also be reduced, primarily through the reduction of operating hours.

Pulp

Effective April 20, West Fraser will take approximately 4 weeks of downtime at its Cariboo Pulp and Paper (“Cariboo”) joint venture pulp mill resulting in an approximate reduction in NBSK production of 30,000 tonnes of which West Fraser’s share is 15,000 tonnes. The downtime is necessitated by decreased fibre availability as a result of widespread sawmill curtailments in British Columbia and the other effects of the COVID-19 pandemic on mill operations and employees. During this downtime, the cogeneration facility at Cariboo is expected to continue to operate.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

Forward-Looking Statements

This News Release contains descriptions of current circumstances and statements about potential future developments including the timing, duration and amount of the reduction in lumber, panels and pulp production, potential future curtailments at our facilities, operating and market conditions and demand for our products and the availability of residuals, employees and contractors. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader

but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual Management’s Discussion & Analysis under “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws.

West Fraser shares trade on the Toronto Stock Exchange under the symbol: “WFT”.

SOURCE West Fraser Timber Co. Ltd.

  View original content: http://www.newswire.ca/en/releases/archive/April2020/03/c7508.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:30e 03-APR-20

- 2 -

EX-99.17

Exhibit 99.17

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser enters into $150 Million Committed Revolving Credit Facility and adopts Shareholder Rights Plan

VANCOUVER, April 9, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) announced today that it has obtained from a syndicate of lenders an additional $150 million committed revolving credit facility. This committed facility has a term of two years and is made available on substantially the same terms and conditions as the Company’s existing syndicated revolving credit facility from certain lenders that are part of that syndicate. The facility can be used for general corporate purposes. “Our strong balance sheet and additional liquidity further strengthens our ability to weather the impacts of the COVID-19 pandemic. Our low cost manufacturing operations, coupled with our product and geographic diversification leaves us well positioned.” said Ray Ferris, President and CEO of West Fraser. As at March 31, 2020, West Fraser’s total available liquidity, consisting of cash on hand and availability under its revolving credit facilities, was approximately $294 million, and, taking into account the availability of the new $150 million revolving credit facility as of such date, would have been approximately $444 million.

West Fraser also announced today that it has adopted a shareholder rights plan (the “Rights Plan”) effective April 9, 2020. The Rights Plan has been adopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any take over bid for the Company and to protect against “creeping bids”, which involve the accumulation of more than 20% of the Company’s Common shares through purchases exempt from applicable take over bid rules.

Pursuant to the Rights Plan, one right attaches to each issued and outstanding Common share of West Fraser. Subject to the terms of the Rights Plan, the rights become exercisable in the event that any person (together with its affiliates and associates and persons acting in concert with it) becomes a beneficial holder of 20% or more of West Fraser’s outstanding Common shares, without complying with the “Permitted Bid” provisions under the Rights Plan. In such event, holders of the rights (other than the acquiring person and its related parties) will be permitted to exercise their rights to purchase additional Common shares of the Company at a substantial discount to the then market price of the Company’s Common shares.

While the Rights Plan is effective immediately, it is subject to ratification by the Company’s shareholders within six months of its adoption. West Fraser will be seeking shareholder ratification of the Rights Plan at its upcoming annual general meeting to be held on May 26, 2020. A summary of the principal terms of the Rights Plan will be included in the management information circular to be sent to shareholders in connection with such meeting and a complete copy of the Rights Plan will be available under the Company’s profile on SEDAR at www.sedar.com. If the Rights Plan is not approved by the shareholders within six months of its adoption, it, together with the outstanding rights, will terminate and cease to be effective.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

Forward-Looking Statements

This News Release contains descriptions of current circumstances and statements about potential future developments including those related to the availability of credit and borrowings under the Company’s new and existing revolving credit facilities, the impact of the COVID-19 pandemic and the

Company’s outlook and the protection afforded by and the approval of the Rights Plan. The latter, which are forward looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual Management’s Discussion & Analysis under “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws.

West Fraser shares trade on the Toronto Stock Exchange under the symbol: “WFT”.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/April2020/09/c5722.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:30e 09-APR-20

- 2 -

EX-99.18

Exhibit 99.18

SEDAR VERSION

SHAREHOLDER RIGHTS PLAN

AGREEMENT

DATED AS OF

APRIL 9, 2020

BETWEEN

WEST FRASER TIMBER CO. LTD.

AND

AST TRUST COMPANY (CANADA)

AS RIGHTS AGENT

TABLE OF CONTENTS

Article 1 INTERPRETATION		1
1.1	Certain Definitions	1
1.2	Currency	19
1.3	Headings	19
1.4	Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares	19
1.5	Acting Jointly or in Concert	19
Article 2 RIGHTS		20
2.1	Legend on Share Certificates	20
2.2	Initial Exercise Price; Exercise of Rights; Detachment of Rights	20
2.3	Adjustments to Exercise Price; Number of Rights	24
2.4	Date on Which Exercise Is Effective	29
2.5	Execution, Authentication, Delivery and Dating of Rights Certificates	29
2.6	Registration, Transfer and Exchange	30
2.7	Mutilated, Destroyed, Lost and Stolen Rights Certificates	31
2.8	Persons Deemed Owners of Rights	32
2.9	Delivery and Cancellation of Certificates	32
2.10	Agreement of Rights Holders	32
2.11	Rights Certificate Holder Not Deemed a Shareholder	33
Article 3 ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS		34
3.1	Flip-in Event	34
Article 4 THE RIGHTS AGENT		36
4.1	General	36
4.2	Merger, Amalgamation or Consolidation or Change of Name of Rights Agent	37
4.3	Duties of Rights Agent	38
4.4	Change of Rights Agent	40
4.5	Compliance with Anti-Money Laundering Legislation	40
4.6	Privacy Legislation	41
4.7	Liability	41
Article 5 MISCELLANEOUS		41
5.1	Redemption and Waiver	41
5.2	Expiration	44
5.3	Issuance of New Rights Certificates	44
5.4	Supplements and Amendments	44
5.5	Fractional Rights and Fractional Shares	46
5.6	Rights of Action	46
5.7	Regulatory Approvals	47
5.8	Declaration as to Foreign Holders	47
5.9	Notices	47
5.10	Costs of Enforcement	48

5.11	Successors	48
5.12	Benefits of this Agreement	48
5.13	Governing Law	49
5.14	Severability	49
5.15	Effective Date	49
5.16	Determinations and Actions by the Board of Directors	49
5.17	Fiduciary Duties of Directors	50
5.18	Time of the Essence	50
5.19	Execution in Counterparts	50

- ii -

SHAREHOLDER RIGHTS PLAN AGREEMENT

SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of April 9, 2020 between West Fraser Timber Co. Ltd. (“West Fraser” or the “Corporation”) a company incorporated under the laws of British Columbia and AST Trust Company (Canada), a company governed under the laws of Canada (the “Rights Agent”);

WHEREAS the board of directors of West Fraser has determined that it is advisable and in the best interest of the Corporation to adopt and maintain a shareholder rights plan to take effect on April 9, 2020 to ensure, to the extent possible, that all shareholders of West Fraser are treated fairly in connection with any take-over bid for West Fraser;

AND WHEREAS in order to implement the adoption of a shareholder rights plan as established by this Agreement, the board of directors of West Fraser:

(a) authorized the issuance, effective at the Record Time (as hereinafter defined), of one Right (as hereinafter defined) in respect of each Voting Share (as hereinafter defined) outstanding at the Record Time; and

(b) authorized the issuance of one Right in respect of each Voting Share issued after the Record Time and prior to the earlier of the Separation Time (as hereinafter defined) and the Expiration Time (as hereinafter defined);

AND WHEREAS each Right entitles the holder thereof, after the Separation Time, to purchase securities of West Fraser pursuant to the terms and subject to the conditions set forth in this Agreement;

AND WHEREAS West Fraser desires to appoint the Rights Agent to act on behalf of West Fraser and the holders of Rights, and the Rights Agent is willing to so act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to in this Agreement;

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein, and subject to such covenants and agreements, the parties hereby agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Certain Definitions

For purposes of this Agreement, the following terms have the meanings indicated:

(a) “Acquiring Person” means any Person who is the Beneficial owner of 20% or more of the outstanding Voting Shares; provided, however, that the term “Acquiring Person” shall not include:

(i) West Fraser or any Subsidiary of West Fraser;

(ii) any Person who becomes the Beneficial owner of 20% or more of the outstanding Voting Shares as a result of one or any combination of:

(A) an acquisition or redemption by West Fraser of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially owned by such Person to 20% or more of the Voting Shares then outstanding,

(B) a Permitted Bid Acquisition,

(C) a Pro Rata Acquisition,

(D) an Exempt Acquisition, or

(E) a Convertible Security Acquisition;

provided, however, that if a Person becomes the Beneficial owner of 20% or more of the outstanding Voting Shares by reason of one or any combination of the operation of Paragraphs (A), (B), (C), (D) or (E) above and such Person thereafter becomes the Beneficial owner of more than an additional 1% of the number of outstanding Voting Shares (other than pursuant to one or more of any combination of Paragraphs (A), (B), (C) , (D) or (E) above, as the case may be), then as of the date such Person becomes the Beneficial owner of such additional Voting Shares, as the case may be, such Person shall become an “Acquiring Person”;

(iii) for a period of 10 calendar days after the Disqualification Date (as defined below), any Person who becomes the Beneficial owner of 20% or more of the outstanding Voting Shares as a result of such Person becoming disqualified from relying on Section 1.1(h)(iv)(B) solely because such Person is making or has announced a current intention to make a Take-over Bid, either alone, through such Person’s Affiliates or Associates or by acting jointly or in concert with any other Person. For the purposes of this definition, “Disqualification Date” means the first date of a public announcement of facts indicating that any Person is making or has announced a current intention to make a Take-over Bid, either alone, through such Person’s Affiliates or Associates or by acting jointly or in concert with any other Person (which, for the purposes of this definition, shall include, without limitation a report asserting such facts filed pursuant to NI 62-103, NI 62-104, Section 13(d) of the U.S. Exchange Act or any other applicable securities laws, as amended from time to time and any provision substituted therefor);

(iv) an underwriter or member of a banking or selling group acting in such capacity that acquires 20% or more of the outstanding Common Shares

- 2 -

from West Fraser in connection with a distribution of securities of West Fraser; or

(v) a Person (a “Grandfathered Person”) who is the Beneficial owner of 20% or more of the outstanding Voting Shares determined as at the Record Time, provided however, that this exception shall not be, and shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the Record Time: (1) cease to own 20% or more of the outstanding Voting Shares, or (2) become the Beneficial owner of any additional Voting Shares that increases its Beneficial ownership of Voting Shares by more than 1% of the number of Voting Shares outstanding as at the Record Time, other than through an acquisition pursuant to which a Person becomes a Beneficial owner of additional Voting Shares by reason of one or any combination of the operation of Paragraphs 1.1(a)(ii)(A), (B), (C), (D) or (E).

(b) “Adjusted Exercise Price” means the price at which a holder may purchase the securities issuable upon exercise of Rights pursuant to the terms of Section 3.1(a)(ii) which, until adjustment thereof in accordance with the terms hereof, shall be equal to the Exercise Price multiplied by a fraction in which:

(i) the numerator is the number of Common Shares per Right that may be purchased pursuant to Section 3.1(a)(ii); and

(ii) the denominator is the number of Common Shares per Right that could have been purchased pursuant to Section 3.1(a) in the event that there had been sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase the number of Common Shares to which they would have been entitled under Section 3.1(a)(i);

(c) “Adjustment Factor” shall mean a fraction in which:

(i) the numerator is equal to West Fraser’s authorized but unissued Voting Shares; and

(ii) the denominator is equal to West Fraser’s issued and outstanding Voting Shares minus those Voting Shares that the Acquiring Person Beneficially owns;

(d) “Affiliate”, when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such a specified Person;

(e) “Agreement” means this shareholder rights plan agreement dated April 9, 2020, as amended, modified or supplemented from time to time; “hereof”, “herein”, “hereto” and similar expressions mean and refer to this Agreement as a whole and not to any particular part of this Agreement;

- 3 -

(f) “Annual Cash Dividend” means cash dividends paid in any fiscal year of West Fraser, to the extent that such cash dividends do not exceed in the aggregate, the greatest of:

(i) 200% of the aggregate amount of cash dividends declared payable by West Fraser on its Common Shares in its immediately preceding fiscal year;

(ii) 300% of the arithmetic mean of the aggregate amounts of the annual cash dividends declared payable by West Fraser on its Common Shares in its three immediately preceding fiscal years; and

(iii) 100% of the aggregate consolidated net income of West Fraser, before extraordinary items, for its immediately preceding fiscal year;

(g) “Associate” when used to indicate a relationship with a specified Person, means any relative of such specified Person who has the same home as such specified Person, or any Person to whom such specified Person is married or with whom such specified Person is living in a conjugal relationship outside marriage, or any relative of such spouse or other Person who has the same home as such specified Person;

(h) A Person shall be deemed the “Beneficial owner” of, and to have “Beneficial ownership” of, and to “Beneficially own”,

(i) any securities of which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(ii) any securities of which such Person or any of such Person’s Affiliates or Associates has, directly or indirectly, the right to become the owner at law or in equity (provided that such right is exercisable within a period of 60 days, whether or not on condition or the happening of any contingency or the making of any payment) pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing (other than customary agreements with and between underwriters and/or banking group members and/or selling group members with respect to a distribution of securities and other than pledges of securities in the ordinary course of business), or upon the exercise, conversion or exchange of any Convertible Security (other than the Rights);

(iii) any securities which are subject to a lock-up or similar agreement to tender or deposit them into any Take-over Bid made by such Person or made by any Affiliate or Associate of such Person or made by any other Person acting jointly or in concert with such Person; and

(iv) any securities which are Beneficially owned within the meaning of Sections 1.1(h)(i), (ii) or (iii) by any other Person with whom such Person is acting jointly or in concert;

- 4 -

provided, however, that a Person shall not be deemed the “Beneficial owner” of, or to have “Beneficial ownership” of, or to “Beneficially own”, any security as a result of the existence of any one or more of the following circumstances:

(A) such security has been agreed to be deposited or tendered pursuant to a Lock-up Agreement or is otherwise deposited or tendered pursuant to any Take-over Bid made by such Person, made by any of such Person’s Affiliates or Associates or made by any other Person referred to in Section 1.1(h)(iv), unless such deposited or tendered security has been taken up or paid for, whichever shall occur first;

(B) such Person, any of such Person’s Affiliates or Associates or any other Person referred to in Section 1.1(h)(iv) holds such security provided that,

(1) the ordinary business of any such Person (the “Investment Manager”) includes the management of investment funds for others (which others, for greater certainty, may include or be limited to one or more employee benefit plans or pension plans) and such security is held by the Investment Manager in the ordinary course of such business in the performance of such Investment Manager’s duties for the account of any other Person (a “Client”), including non-discretionary accounts held on behalf of a Client by a dealer or broker registered under applicable law;

(2) such Person is (i) the manager or trustee (the “Manager”) of a mutual fund (a “Mutual Fund”) that is registered or qualified to issue its securities to investors under the securities laws of any province of Canada or the laws of the United States and such security is held in the ordinary course of business in the performance of the Manager’s duties with respect to the Mutual Fund, or (ii) a Mutual Fund;

(3) such Person (the “Trust Company”) is licensed to carry on the business of a trust company under applicable laws and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each an “Estate Account”) or in relation to other accounts (each an “Other Account”) and holds such security in the ordinary course of such duties for such Estate Accounts or for such Other Accounts;

(4) such Person is an independent Person established by statute for purposes that include, and the ordinary business or

- 5 -

activity of such Person (the “Statutory Body”) includes, the management of investment funds for employee benefit plans, pension plans, insurance plans or various public bodies and the Statutory Body holds such securities for the purposes of its activities as such;

(5) such Person (the “Administrator”) is the administrator or trustee of one or more pension funds, plans or related trusts (a “Plan”) or is a Plan registered or qualified under the laws of Canada or any Province thereof or the laws of the United States of America or any state thereof or is a Plan and holds such securities for the purposes of its activities as Administrator or as a Plan; or

(6) such Person is a Crown agent or agency;

provided, in any of the above cases, that the Investment Manager, the Manager, the Mutual Fund, the Trust Company, the Statutory Body, the Administrator, the Plan, or the Crown agent or agency, as the case may be, is not then making a Take-over Bid or has not then announced an intention to make a Take-over Bid other than an Offer to Acquire Voting Shares or other securities pursuant to a distribution by West Fraser or by means of ordinary market transactions (including pre-arranged trades entered into in the ordinary course of business of such Person) executed through the facilities of a stock exchange or organized over-the-counter market, alone or by acting jointly or in concert with any other Person;

(C) such Person or any other person acting jointly or in concert with such Person (1) is a Client of the same Investment Manager as another Person on whose account the Investment Manager holds such security, (2) has an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds such security or (3) is a Plan with the same Administrator as another Plan on whose account the Administrator holds such security;

(D) such Person or any other person acting jointly or in concert with such Person (1) is a Client of an Investment Manager and such security is owned at law or in equity by the Investment Manager, or (2) has an Estate Account or an Other Account of a Trust Company and such security is owned at law or in equity by the Trust Company or (3) is a Plan and such security is owned at law or in equity by the Administrator of the Plan;

(E) such Person is a registered holder of such security as a result of carrying on the business of, or acting as a nominee of, a securities depositary;

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(i) “BCBCA” means the Business Corporations Act (British Columbia), R.S.B.C. 2002, c.57, as amended, and the regulations made thereunder and any comparable or successor laws or regulations thereto;

(j) “Board of Directors” means the board of directors of West Fraser or any duly constituted and empowered committee thereof;

(k) “Book Entry Form” means, in reference to securities, securities that have been issued and registered in uncertificated form that are evidenced by an advice or other statement and which are maintained electronically on the records of West Fraser’s transfer agent, but for which no certificate has been issued;

(l) “Book Entry Rights Exercise Procedures” has the meaning ascribed thereto in Section 2.2(c);

(m) “Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in Vancouver, British Columbia are authorized or obligated by law to close;

(n) “Canadian Dollar Equivalent” of any amount which is expressed in United States dollars means, on any date, the Canadian dollar equivalent of any such amount determined by multiplying such amount by the U.S. - Canadian Exchange Rate in effect on such date;

(o) “Canadian - U.S. Exchange Rate” means, on any date, the inverse of the U.S. - Canadian Exchange Rate in effect on such date;

(p) “close of business” on any given date means the time on such date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the principal office in Vancouver, British Columbia of the transfer agent for the Common Shares of West Fraser (or, after the Separation Time, the principal office in Vancouver of the Rights Agent) is closed to the public, provided, however, that for the purposes of the definition of “Competing Permitted Bid” and the definition of “Permitted Bid”, “close of business” on any date means 11:59 p.m. (local time, at the place of deposit) on such date (or, if such date is not a Business Day, 11:59 p.m. (local time, at the place of deposit) on the next succeeding Business Day);

(q) “Common Shares” means the common shares in the capital of West Fraser, but for greater certainty does not include Class B common shares;

(r) “Competing Permitted Bid” means a Take-over Bid that:

(i) is made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the expiry of that other Permitted Bid;

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(ii) satisfies all components of the definition of a Permitted Bid other than the requirements set out in Section 1.1(qq)(ii)(A) of the definition of a Permitted Bid; and

(iii) contains, and the take-up and payment for securities tendered or deposited thereunder are subject to, an irrevocable and unqualified condition that no Voting Shares will be taken up or paid for pursuant to the Take-over Bid prior to the close of business on the last day of the minimum initial deposit period that such Take-over Bid must remain open for deposits of securities thereunder pursuant to NI 62-104 after the date of the Take-over Bid constituting the Competing Permitted Bid;

provided, however, that a Take-over Bid that qualified as a Competing Permitted Bid shall cease to be a Competing Permitted Bid as soon as such Take-over Bid ceases to meet any or all of the provisions of this definition, and any acquisition of Voting Shares made pursuant to such Take-over Bid that qualified as a Competing Permitted Bid, including any acquisition of Voting Shares made before such Take-over Bid ceased to be a Competing Permitted Bid, will not be a Permitted Bid Acquisition.

(s) “controlled” a Person is considered to be “controlled” by another Person or two or more Persons acting jointly or in concert if:

(i) in the case of a Person other than a partnership or a limited partnership, including a corporation or body corporate:

(A) securities entitled to vote in the election of directors (including, for Persons other than corporations, the administrators, managers, trustees or other individuals performing similar functions in respect of any such Person) carrying more than 50% of the votes for the election of directors of such Person are held, directly or indirectly, other than by way of security only, by or on behalf of the other Person or two or more Persons acting jointly or in concert; and

(B) the votes carried by such securities are entitled, if exercised, to elect, appoint or designate a majority of the board of directors of such Person;

(ii) in the case of a partnership other than a limited partnership, more than 50% of the interests in such partnership are held, directly or indirectly by the other Person or Persons; and

(iii) in the case of a limited partnership, the other Person or each of the other Persons is a general partner of the limited partnership,

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly;

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(t) “Convertible Securities” means, at any time, any securities issued by the Corporation (including rights, warrants and options) carrying any purchase, exercise, conversion or exchange right, pursuant to which the holder thereof may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency).

(u) “Convertible Security Acquisition” means the acquisition of Voting Shares upon the exercise of Convertible Securities acquired by a Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.

(v) “Co-Rights Agents” has the meaning ascribed thereto in Section 4.1(a);

(w) “Disposition Date” has the meaning ascribed thereto in Section 5.1(a);

(x) “Dividend Reinvestment Acquisition” means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

(y) “Dividend Reinvestment Plan” means a regular dividend reinvestment or other program or plan of West Fraser made available by West Fraser to holders of its securities and/or to holders of securities of a Subsidiary of West Fraser, where such program or plan permits the holder to direct that some or all of:

(i) any dividends paid in respect of shares of any class of West Fraser or a Subsidiary;

(ii) any proceeds of redemption of shares of West Fraser or a Subsidiary;

(iii) any interest paid on evidences of indebtedness of West Fraser or a Subsidiary; or

(iv) any optional cash payments; be applied to the purchase of Voting Shares;

(z) “Effective Date” means April 9, 2020;

(aa) “Election to Exercise” has the meaning ascribed thereto in Section 2.2(d);

(bb) “Exempt Acquisition” means an acquisition of Beneficial ownership of Voting Shares or Convertible Securities by a Person:

(i) in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Sections 5.1(a), (b) or (f); or

(ii) pursuant to an amalgamation, plan of arrangement or other statutory procedure having similar effect which has been approved by the Board of Directors and the holders of Voting Shares by the requisite majority or majorities of the holders of Voting Shares at a meeting duly called and

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held for such purpose in accordance with the provisions of the BCBCA, the notice of articles and the articles of West Fraser and any other applicable legal requirements; or

(iii) pursuant to a distribution to the public by the Corporation of Voting Shares or Convertible Securities made pursuant to a prospectus or private placement provided that the Person in question does not thereby acquire a greater percentage of Voting Shares representing the right to acquire Voting Shares than the percentage of Voting Shares such Person Beneficially owned immediately prior to such acquisition;

(cc) “Exercise Price” means, as of any date, the price at which a holder of a Right may purchase the securities issuable upon exercise of one whole Right which, until adjustment thereof in accordance with the terms hereof, shall be an amount equal to five times the Market Price per Common Share determined as of the Separation Time;

(dd) “Expansion Factor” has the meaning ascribed thereto in Section 2.3(a);

(ee) “Expiration Time” means the close of business on that date which is the earliest date of termination of this Agreement as provided for in Section 5.15 or, if this Agreement is confirmed and subsequently reconfirmed pursuant to Section 5.15;

(ff) “Flip-in Event” means a transaction in or pursuant to which any Person becomes an Acquiring Person;

(gg) “holder” has the meaning ascribed thereto in Section 2.8;

(hh) “Independent Shareholders” means holders of any Voting Shares, other than

(i) any Acquiring Person;

(ii) any Offeror (other than any Person who pursuant to Section 1.1(h) is not deemed to Beneficially own the Voting Shares held by such Person);

(iii) any Affiliate or Associate of any Acquiring Person or Offeror (referred to in Clause (ii) of this definition);

(iv) any Person acting jointly or in concert with any Acquiring Person or Offeror (referred to in Clause (ii) of this definition); and

(v) any employee benefit plan, stock purchase plan, deferred profit sharing plan and any similar plan or trust for the benefit of employees of West Fraser or a Subsidiary of West Fraser, unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or withheld from voting or direct whether the Voting Shares are to be tendered to a Take-over Bid;

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(ii) “Lock-up Agreement” means an agreement between a Person and one or more holders of Voting Shares or Convertible Securities (each a “Locked-up Person”) the terms of which are publicly disclosed and a copy of which agreement is made available to the public (including West Fraser) not later than (i) the date the Lock-up Bid (as defined below) is publicly announced or, (ii) if the Lock-up Bid has been made prior to the date on which such agreement is entered into then as soon as possible after it is entered into and in any event not later than the date following the date of such agreement, pursuant to which each Locked-up Person agrees to deposit or tender Voting Shares or Convertible Securities to a Take-over Bid (the “Lock-up Bid”) to be made or made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in Section 1.1(h)(iv) and which provides:

(i) that any agreement to deposit or tender to, or to not withdraw Voting Shares or Convertible Securities from, the Lock-up Bid is terminable at the option of the Locked-up Person in order to tender or deposit such Voting Shares or Convertible Securities to another Take-over Bid or support another transaction:

(A) where the price or value per Voting Share or Convertible Security offered under such other Take-over Bid or transaction is higher than the price or value per Voting Share or Convertible Security offered under the Lock-up Agreement; or

(B) if:

(1) the price or value per Voting Share or Convertible Security offered under the other Take-over Bid or transaction exceeds the price or value per Voting Share or Convertible Security offered or proposed to be offered under the Lock-up Bid by as much or more than a specified amount (the “Specified Amount”) and the Specified Amount is not greater than 7% of the price or value per Voting Share or Convertible Security that is offered or proposed to be offered under the Lock-up Bid; or

(2) the number of Voting Shares or Convertible Securities to be purchased under the other Take-over Bid or transaction exceeds the number of Voting Shares offered to be purchased under the Lock-up Bid by as much or more than a specified number of Voting Shares (the “Specified Number of Shares”) and the Specified Number of Shares is not greater than 7% of the number of Voting Shares offered to be purchased under the Lock-up Bid, at a price or value per Voting Share or Convertible Security, as applicable, that is not less than the price or value per Voting

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Share or Convertible Security offered under the Lock-up Bid;

and the agreement may contain a right of first refusal or require a period of delay to give such Person an opportunity to match a higher price or value in another Take-over Bid or transaction or other similar limitation on a Locked-up Person’s right to withdraw Voting Shares or Convertible Securities from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares or Convertible Securities during the period of the other Take-over Bid or transaction; and

(ii) no “break-up” fees, “top-up” fees, penalties, expenses or other amounts that exceed in the aggregate the greater of:

(A) the cash equivalent of 2.5% of the price or value payable under the Lock-up Bid to a Locked-up Person; and

(B) 50% of the amount by which the price or value payable under another Take-over Bid or transaction to a Locked-up Person exceeds the price or value of the consideration that such Locked-up Person would have received under the Lock-up Bid, shall be payable by a Locked-up Person pursuant to the agreement in the event a Locked-up Person fails to deposit or tender Voting Shares or Convertible Securities to the Lock-up Bid or withdraws Voting Shares or Convertible Securities previously tendered thereto in order to tender to another Take-over Bid or support another transaction;

(jj) “Market Price” per share of any securities on any date of determination means the average of the daily closing sale prices per security of such class of securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in Section 2.3 hereof shall have caused the closing sale prices used to determine the Market Price on any Trading Days not to be fully comparable with the closing sale price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day, each such closing sale price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the closing sale price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The closing sale price per security of any securities on any date shall be:

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(i) the closing board lot sale price per security or, if such price is not available, the average of the closing bid and asked prices, for each of such securities as reported by the principal Canadian securities exchange (as determined by volume of trading) on which such securities are listed or admitted to trading or, if for any reason neither of such prices is available on such day or the securities are not listed or admitted to trading on a Canadian securities exchange, the closing board lot sale price per security or, if such price is not available, the average of the closing bid and asked prices, for each security as reported by the principal United States securities exchange (as determined by the volume of trading) on which such securities are listed or admitted for trading;

(ii) if for any reason none of such prices are available on such date or the securities are not listed or admitted to trading on a Canadian securities exchange or a United States securities exchange, the last sale price or, in case no sale takes place on such date, the average of the high bid and low asked prices for each of such securities in the over-the-counter market, as quoted by any reporting system then in use (as determined by the Board of Directors); or

(iii) if for any reason none of such prices are available on such day or the securities are not listed or admitted to trading on a Canadian securities exchange or a United States securities exchange or quoted by any such reporting system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the securities selected in good faith by the Board of Directors;

provided, however, that if on any such date none of such prices is available, the closing sale price per security of such securities on such date shall mean the fair value per security of the securities on such date as determined by a nationally or internationally recognized investment dealer or investment banker selected by the Board of Directors with respect to the fair value per security of such securities and provided further that if an event of a type analogous to any of the events described in Section 2.3 hereof shall have caused any price used to determine the Market Price on any Trading Day not to be fully comparable with the price as so determined on the Trading Day immediately preceding such date of determination, each such price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the price on the Trading Day immediately preceding such date of determination. The Market Price shall be expressed in Canadian dollars and, if initially determined in respect of any day forming part of the 20 consecutive Trading Day period in question in United States dollars, such amount shall be translated into Canadian dollars on such date at the Canadian Dollar Equivalent thereof; and

(kk) “NI 62-103” means National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues adopted by the Canadian

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securities regulatory authorities and any comparable or successor laws, instruments or rules thereto;

(ll) “NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids adopted by the Canadian securities regulatory authorities and any comparable or successor laws, instruments or rules thereto;

(mm) “Nominee” has the meaning ascribed thereto in Section 2.2(c);

(nn) “Offer to Acquire” includes:

(i) an offer to purchase or a solicitation of an offer to sell Voting Shares or Convertible Securities of any class or classes, and

(ii) an acceptance of an offer to sell Voting Shares or Convertible Securities of any class or classes, whether or not such offer to sell has been solicited, or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell;

(oo) “Offeror” means a Person who has announced, and has not withdrawn, an intention to make or who has made, and has not withdrawn, a Take-over Bid, other than a Person who has completed a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition;

(pp) “Offeror’s Securities” means Voting Shares Beneficially owned by an Offeror on the date of the Offer to Acquire;

(qq) “Permitted Bid” means a Take-over Bid made by an Offeror that is made by means of a Take-over Bid circular and which also complies with the following additional provisions:

(i) the Take-over Bid is made to all holders of record of Voting Shares, other than the Offeror;

(ii) the Take-over Bid contains, and the take-up and payment for securities tendered or deposited is subject to, an irrevocable and unqualified condition that no Voting Shares will be taken up or paid for pursuant to the Take-over Bid:

(A) prior to the close of business on a date which is not less than 105 days following the date of the Take-over Bid or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of NI 62 104 for which a Take-Over Bid (that is not exempt from any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for deposit of securities thereunder; and

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(B) unless at the close of business on the date Voting Shares are first taken up or paid for under such Take-over Bid, more than 50% of the Voting Shares held by Independent Shareholders shall have been deposited or tendered pursuant to the Take-over Bid and not withdrawn;

(iii) the Take-over Bid contains an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, Voting Shares may be deposited pursuant to such Take-over Bid at any time during the period which applies pursuant to Section 1.1(qq)(ii)(A) and that any Voting Shares deposited pursuant to the Take-over Bid may be withdrawn until taken up and paid for (other than where prohibited from being withdrawn under NI 62-104 in the case of a partial take-over bid); and

(iv) the Take-over Bid contains an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, in the event that the deposit condition set forth in Section 1.1(qq)(ii)(B) is satisfied the Offeror will make a public announcement of that fact and the Take-over Bid will be extended for a period of not less than 10 days from the date of such public announcement;

(rr) “Permitted Bid Acquisition” means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

(ss) “Person” includes an individual, firm, association, trustee, executor, administrator, legal or personal representative, body corporate, company, corporation, trust, partnership, limited partnership, joint venture, syndicate or other form of unincorporated association, a government and its agencies or instrumentalities, any entity or group (whether or not having legal personality), any successor (by merger, statutory amalgamation or otherwise) and any of the foregoing acting in any derivative, representative or fiduciary capacity;

(tt) “Personal Information” means the type of information regulated by Privacy Laws and collected, used, disclosed or retained by West Fraser, as applicable, including, without limitation, personal information regarding any member of West Fraser’s customers, suppliers, employees or agents, such as an individual’s name, address, age, gender, social security or other identification number, income, family status, citizenship, employment, assets, liabilities, source of funds, payment records, credit information, personal references and health records to the extent regulated by Privacy Laws as applicable to West Fraser;

(uu) “Privacy Laws” means all applicable federal, state, municipal or other laws governing the collection, use, disclosure and retention of Personal Information;

(vv) “Pro Rata Acquisition” means an acquisition of Voting Shares or Convertible Securities by a Person pursuant to:

(i) a Dividend Reinvestment Acquisition;

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(ii) a stock dividend, stock split or other event in respect of securities of one or more particular classes or series of West Fraser pursuant to which such Person becomes the Beneficial owner of Voting Shares or Convertible Securities on the same pro rata basis as all other holders of securities of the particular class or series;

(iii) any other event pursuant to which all holders of Voting Shares are entitled to receive Voting Shares or Convertible Securities on a pro rata basis; including pursuant to the receipt and/or exercise of rights issued by West Fraser to all the holders of a class of Voting Shares to subscribe for or purchase Voting Shares or Convertible Securities, provided that such rights are acquired directly from West Fraser as part of a rights offering and not from any other Person and provided that the Person does not thereby acquire a greater percentage of Voting Shares or Convertible Securities, than the Person’s percentage of Voting Shares Beneficially owned immediately prior to such receipt or exercise; or

(iv) a distribution by West Fraser of Voting Shares, or Convertible Securities (and the conversion or exchange of such convertible or exchangeable securities) made pursuant to a prospectus or a distribution by way of private placement by West Fraser, provided that the Person does not thereby acquire a greater percentage of Voting Shares of that class or securities convertible or exchangeable for Voting Shares, than the Person’s percentage of Voting Shares Beneficially owned immediately prior to such acquisition;

(ww) “Record Time” means 12:01 a.m. (Pacific Time) on the Effective Date;

(xx) “Redemption Price” has the meaning set forth in Section 5.1(c) of this Agreement;

(yy) “Right” means a right to purchase a Common Share of West Fraser, upon the terms and subject to the conditions set forth in this Agreement;

(zz) “Rights Agent” means AST Trust Company (Canada), a company governed under the laws of Canada, or any successor Rights Agent appointed pursuant to Section 4.4;

(aaa) “Rights Certificate” means the certificates representing the Rights after the Separation Time, which shall be substantially in the form attached hereto as Attachment 1;

(bbb) “Rights Holders’ Special Meeting” means a meeting of the holders of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Section 5.4(c);

(ccc) “Rights Register” and “Rights Registrar” have the meanings set forth in Section 2.6(a) of this Agreement;

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(ddd) “Securities Act (British Columbia)” means the Securities Act, R.S.B.C. 1996, c. 418, as amended, and the regulations and rules thereunder, and any comparable or successor laws or regulations or rules thereto;

(eee) “Securities Act (Ontario)” means the Securities Act, R.S.O., 1990, S.5, as amended, and the regulations and rules thereunder, and any comparable or successor laws or regulations or rules thereto;

(fff) “Separation Time” means the close of business on the tenth Trading Day after the earlier of:

(i) the Stock Acquisition Date;

(ii) the date of the commencement of or first public announcement of the intent of any Person (other than West Fraser or any Subsidiary of West Fraser) to commence a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid, as the case may be); and

(iii) the date upon which a Permitted Bid or Competing Permitted Bid ceases to be such,

or such later date as may be determined by the Board of Directors, provided that, if any such Take-over Bid expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall be deemed, for the purposes of this definition, never to have been made and provided that if the Board of Directors determine pursuant to Section 5.1 to waive the application of Section 3.1 to a Flip-in Event prior to the Separation Time, such Flip in Event shall be deemed never to have occurred;

(ggg) “Stock Acquisition Date” means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 5.2 of NI 62-104, Section 4.5 of NI 62-103 or Section 13(d) of the U.S. Exchange Act) by West Fraser or an Acquiring Person of facts indicating that an Acquiring Person has become such;

(hhh) “Subsidiary” - a corporation is a Subsidiary of another corporation if:

(i) it is controlled by:

(A) that other, or

(B) that other and one or more Persons each of which is controlled by that other, or

(C) two or more Persons each of which is controlled by that other, or

(ii) it is a Subsidiary of a Person that is that other’s Subsidiary;

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(iii) “Take-over Bid” means an Offer to Acquire Voting Shares or Convertible Securities if, assuming that the Voting Shares or Convertible Securities subject to the Offer to Acquire are acquired and are Beneficially owned at the date of such Offer to Acquire by the Person making such Offer to Acquire, such Voting Shares (including Voting Shares that may be acquired upon conversion, exercise or exchange of Convertible Securities) together with the Offeror’s Securities constitute in the aggregate 20% or more of the outstanding Voting Shares on the date of the Offer to Acquire;

(jjj) “Trading Day”, when used with respect to any securities, means a day on which the principal Canadian securities exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian securities exchange, a day on which the principal United States securities exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian or United States securities exchange, a Business Day;

(kkk) “U.S. - Canadian Exchange Rate” means, on any date:

(i) if on such date the Bank of Canada sets a daily exchange rate for the conversion of one United States dollar into Canadian dollars, such rate; and

(ii) in any other case, the rate for such date for the conversion of one United States dollar into Canadian dollars calculated in such manner as may be determined by the Board of Directors from time to time acting in good faith;

(lll) “U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars means, on any date, the United States dollar equivalent of such amount determined by multiplying such amount by the Canadian - U.S. Exchange Rate in effect on such date;

(mmm) “U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced;

(nnn) “U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced;

(ooo) “Voting Shares” means the Common Shares in the capital of West Fraser; and

(ppp) “West Fraser” means West Fraser Timber Co. Ltd., a company governed by the laws of British Columbia together where the context requires, with its subsidiaries.

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1.2 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

1.3 Headings

The division of this Agreement into Articles, Sections, Paragraphs, or other portions hereof and the insertion of headings, subheadings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares

For purposes of this Agreement, the percentage of Voting Shares of any class Beneficially owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula:

100 x A/B

where:

A = the number of votes for the election of all directors on the Board of Directors generally attaching to the Voting Shares of that class Beneficially owned by such Person; and

B = the number of votes for the election of all directors on the Board of Directors generally attaching to all outstanding Voting Shares of such class.

Where any Person is deemed to Beneficially own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares owned by such Person.

1.5 Acting Jointly or in Concert

For purposes of this Agreement, a Person is acting jointly or in concert with every Person who, as a result of any agreement, commitment or understanding whether formal or informal, and whether or not in writing, with the first Person or any Associate or Affiliate of the first Person, acquires or makes an Offer to Acquire Voting Shares or Convertible Securities (other than customary agreements with and between underwriters and/or banking group members and/or selling group members with respect to a public offering or private placement of securities or pledges of securities in the ordinary course of business).

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ARTICLE 2

RIGHTS

2.1 Legend on Share Certificates

Certificates for Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to Common Shares, one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated April 9, 2020 (the “Shareholder Rights Plan Agreement”), between West Fraser Timber Co. Ltd (“West Fraser”) and AST Trust Company (Canada) (the “Rights Agent”), as amended from time to time, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of West Fraser. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may be amended, redeemed, may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. West Fraser will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.

Any Common Shares issued and registered in Book Entry Form (that are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Common Shares, one Right for each Common Share represented by such registration and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

Common Shares (both registered in Book Entry Form or for which share certificates have been issued) that are issued and outstanding at the Record Time, which as at the Record Time represented Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights

(a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by West Fraser or any of its Subsidiaries shall be void.

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(b) Until the Separation Time,

(i) the Rights shall not be exercisable and no Right may be exercised; and

(ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share.

(c) From and after the Separation Time and prior to the Expiration Time:

(i) the Rights shall be exercisable; and

(ii) the registration and transfer of Rights shall be separate from and independent of Common Shares.

Promptly following the Separation Time, West Fraser will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that West Fraser determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit West Fraser to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form.

In the event that West Fraser determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of West Fraser (West Fraser hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

(x) a Rights Certificate in substantially the form set out in Attachment 1 hereof, appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as West Fraser may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order or with any rule or regulation of any self-regulatory

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organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and

(y) a description of the Rights,

provided that a Nominee shall be sent the materials provided for in (x) and (y) in respect of all Common Shares held of record by it which are not Beneficially owned by an Acquiring Person. In order for West Fraser to determine whether any Person is holding Common Shares which are Beneficially owned by another Person West Fraser may require such first mentioned Person to furnish such information and documentation as West Fraser deems necessary or appropriate in order to make such determination.

(d) Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent in the manner specified in the Rights Certificate:

(i) the Rights Certificate evidencing such Rights;

(ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate or in the form determined appropriate for Rights in Book Entry Form, in either case duly completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and

(iii) payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the registration, in Book Entry Form, of the Common Shares in a name other than that of the holder of the Rights being exercised.

(e) In the event that West Fraser determines to issue a Rights Certificate, then upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Section 2.2(d)(ii), which does not indicate that such Right is null and void as provided by Section 3.1(b), and payment as set forth in Section 2.2(d)(iii), the Rights Agent (unless otherwise instructed by West Fraser in the event that West Fraser is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly:

(i) direct the transfer agent to register, in the name of the holder of the Rights being exercised or in such other name as may be designated by such holder, in Book Entry Form the number of such Common Shares to be purchased (West Fraser hereby irrevocably authorizing its transfer agents to comply with all such requisitions);

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(ii) when appropriate, requisition from West Fraser the amount of cash to be paid in lieu of issuing fractional Common Shares;

(iii) after receipt of confirmation from the transfer agent that the registration, in Book Entry Form, referred to in Section 2.2(e)(i) has been completed, deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder;

(iv) when appropriate, after receipt, deliver the cash referred to in Section 2.2(e)(ii) to or to the order of the registered holder of such Rights Certificate; and

(v) tender to West Fraser all payments received on the exercise of the Rights.

(f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Section 5.5(a)) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns.

(g) West Fraser covenants and agrees that it will:

(i) take all such action as may be necessary and within its power to ensure that all Common Shares issued upon exercise of Rights shall, at the time of registration in Book Entry Form of such Common Shares (subject to payment of the Exercise Price), be duly authorized, validly issued and fully paid and non-assessable;

(ii) take all such action as may be necessary and within its power to comply with the provisions of Section 3.1 including all actions necessary to comply with the requirements of the BCBCA, the Securities Act (British Columbia), the Securities Act (Ontario), the U.S. Securities Act and the U.S. Exchange Act and the securities laws or comparable legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights;

(iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date;

(iv) pay when due and payable, if applicable, any and all Canadian and United States federal, provincial, state and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of West Fraser to withhold tax) which may be

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payable in respect of the original issuance or delivery of the Rights Certificates, or the registration in Book Entry Form of Common Shares to be issued upon exercise of any Rights, provided that West Fraser shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the registration in Book Entry Form of Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and

(v) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

2.3 Adjustments to Exercise Price; Number of Rights

The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3.

(a) In the event West Fraser shall at any time after the Record Time and prior to the Expiration Time:

(i) declare or pay a dividend on Common Shares payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of West Fraser) other than pursuant to any Dividend Reinvestment Plan;

(ii) subdivide or change the then outstanding Common Shares into a greater number of Common Shares;

(iii) consolidate or change the then outstanding Common Shares into a smaller number of Common Shares; or

(iv) issue any Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of West Fraser) in respect of, in lieu of or in exchange for existing Common Shares except as otherwise provided in this Section 2.3,

the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights, shall be adjusted as of the payment or effective date in the manner set forth below. If an event occurs which would require an adjustment under both this Section 2.3 and Section 3.1(a), the adjustment provided for in this Section 2.3 shall be in addition to, and shall be made prior to, any adjustment required under Section 3.1(a).

If the Exercise Price and number of Rights outstanding are to be adjusted:

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(x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Common Shares (or other capital stock) (the “Expansion Factor”) that a holder of one Common Share immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter as a result thereof; and

(y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor,

and the adjusted number of Rights will be deemed to be distributed among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision, change, consolidation or issuance, so that each such Common Share (or other capital stock) will have exactly one Right associated with it.

For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter after giving full effect to such dividend, subdivision, change, consolidation or issuance.

If, after the Record Time and prior to the Expiration Time, West Fraser shall issue any shares of capital stock other than Common Shares in a transaction of a type described in Section 2.3(a)(i) or (iv), shares of such capital stock shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and West Fraser and the Rights Agent agree to amend this Agreement in order to effect such treatment.

In the event West Fraser shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referred to in this Section 2.3(a), each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such associated Common Share.

(b) In the event West Fraser shall at any time after the Record Time and prior to the Separation Time fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or carrying a right to purchase Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right per share) less than the Market Price per Common Share on such record date, the Exercise Price to be in effect after such record date shall be determined by

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multiplying the Exercise Price in effect immediately prior to such record date by a fraction:

(i) the numerator of which shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares that the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at such Market Price per Common Share; and

(ii) the denominator of which shall be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable).

In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

For purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to a Dividend Reinvestment Plan or any employee or director benefit, stock option, employee purchase, director compensation or similar plans shall be deemed not to constitute an issue of rights, options or warrants by West Fraser; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of not less than 90% of the current market price per share (determined as provided in such plans) of the Common Shares.

(c) In the event West Fraser shall at any time after the Record Time and prior to the Separation Time fix a record date for the making of a distribution to all holders of Common Shares (including any such distribution made in connection with a merger, amalgamation, arrangement, plan, compromise or reorganization in which the Corporation is the continuing or successor Corporation) of evidences of indebtedness, cash (other than an Annual Cash Dividend or a dividend referred

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to in Section 2.3(a)(i), but including any dividend payable in securities other than Common Shares), assets or rights, options or warrants (excluding those referred to in Section 2.3(b) hereof), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction:

(i) the numerator of which shall be the Market Price per Common Share on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights), on a per share basis, of the portion of the cash, assets, evidences of indebtedness, rights, options or warrants so to be distributed; and

(ii) the denominator of which shall be such Market Price per Common Share.

Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such a distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed.

(d) Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this Section 2.3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth of a share. Notwithstanding the first sentence of this Section 2.3(d), any adjustment required by Section 2.3 shall be made no later than the earlier of:

(i) (i) three years from the date of the transaction which gives rise to such adjustment; or

(ii) the Expiration Time.

(e) In the event West Fraser shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock in a transaction referred to in Sections 2.3(a)(i) or (iv) above, if the Board of Directors acting in good faith determines that the adjustments contemplated by Sections 2.3(a), (b) and (c) above in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Sections 2.3(a), (b) and (c) above, such adjustments, rather than

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the adjustments contemplated by Sections 2.3(a), (b) and (c) above, shall be made, subject to the prior consent of the holders of the Voting Shares or the Rights as set forth in Section 5.4(b) or (c), and West Fraser and the Rights Agent shall have authority upon receiving such prior consent of the holders of the Voting Shares to amend this Agreement as appropriate to provide for such adjustments.

(f) Each Right originally issued by West Fraser subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the Adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of a Right immediately prior to such issue, all subject to further adjustment as provided for herein.

(g) Irrespective of any adjustment or change in the Exercise Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price per Common Share and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder.

(h) In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, West Fraser may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Common Shares and other securities of West Fraser, if any, issuable upon such exercise over and above the number of Common Shares and other securities of West Fraser, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that West Fraser shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional shares (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment.

(i) Notwithstanding anything contained in this Section 2.3 to the contrary, West Fraser shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in their good faith judgment the Board of Directors shall determine to be advisable, with the intent that any:

(i) consolidation or subdivision of Common Shares;

(ii) issuance (wholly or in part for cash) of Common Shares or securities that by their terms are convertible into or exchangeable for Common Shares;

(iii) stock dividends; or

(iv) issuance of rights, options or warrants referred to in this Section 2.3,

hereafter made by West Fraser to holders of its Common Shares, subject to applicable taxation laws, shall not be taxable to such shareholders or shall subject such shareholders to a lesser amount of tax.

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(j) If, as a result of an adjustment made pursuant to Section 3.1, the holder of any Right thereafter exercised shall become entitled to receive any securities other than Common Shares, thereafter the number of such other securities so receivable upon exercise of any Right and the applicable Exercise Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as may be practicable to the provisions with respect to the Common Shares contained in the foregoing subsections of this Section 2.3 and the provisions of this Agreement with respect to the Common Shares shall apply on like terms to any such other securities.

(k) Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon the exercise of Rights is made pursuant to this Section 2.3, West Fraser shall promptly:

(i) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment;

(ii) file with the Rights Agent and with each transfer agent for the Common Shares a copy of such certificate; and

(iii) cause notice of the particulars of such adjustment or change to be given to the holders of the Rights.

Failure to file such certificate or to cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of any such adjustment or change.

2.4 Date on Which Exercise Is Effective

Each Person in whose name a registration in Book Entry Form for Common Shares or other securities, if applicable, is made upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares or other securities, if applicable, represented thereon, and such registration shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Section 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of West Fraser are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of West Fraser are open.

2.5 Execution, Authentication, Delivery and Dating of Rights Certificates

Rights will be evidenced, in the case of Rights in Book Entry Form, by a statement issued under the Rights Agent’s direct registration system, or alternatively, if West Fraser determines to issue Rights Certificates, by the following procedures:

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(a) The Rights Certificates shall be executed on behalf of West Fraser by any two directors or officers of West Fraser. The signature of any of these directors or officers on the Rights Certificates may be manual or mechanically or electronically reproduced. Rights Certificates bearing the manual or mechanically or electronically reproduced signatures of individuals who were at any time the proper officers or directors of West Fraser shall bind West Fraser, notwithstanding that such individuals or any of them have ceased to hold such offices either before or after the countersignature and delivery of such Rights Certificates.

(b) Promptly after West Fraser learns of the Separation Time, West Fraser will notify the Rights Agent in writing of such Separation Time and will deliver the Rights Certificates executed by West Fraser to the Rights Agent for countersignature, as well as the disclosure statements describing the Rights, and the Rights Agent shall countersign (in a manner satisfactory to West Fraser) and send such Rights Certificates and disclosure statements to the holders of the Rights pursuant to Section 2.2(c) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.

(c) Each Rights Certificate shall be dated the date of countersignature thereof.

2.6 Registration, Transfer and Exchange

(a) West Fraser will cause to be kept a register (the “Rights Register”) in which, subject to such reasonable regulations as it may prescribe, West Fraser will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar for the Rights (the “Rights Registrar”) for the purpose of maintaining the Rights Register for West Fraser and registering Rights and transfers of Rights as herein provided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times.

After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.6(c), West Fraser will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or the transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged.

(b) All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of West Fraser, and such Rights shall be

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entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange.

(c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to West Fraser or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, West Fraser may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith.

(d) West Fraser shall not be required to register the transfer or exchange of any Rights after the Rights have been terminated pursuant to the provisions of this Agreement.

2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates

(a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, West Fraser shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

(b) If there shall be delivered to West Fraser and the Rights Agent prior to the Expiration Time:

(i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Rights Certificate; and

(ii) such security or indemnity as may be reasonably required by them to save each of them and any of their agents harmless,

then, in the absence of notice to West Fraser or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, West Fraser shall execute and upon West Fraser’s request the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

(c) As a condition to the issuance of any new Rights Certificate under this Section 2.7, West Fraser may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith.

(d) Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence the contractual

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obligation of West Fraser, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Rights duly issued hereunder.

2.8 Persons Deemed Owners of Rights

West Fraser, the Rights Agent and any agent of West Fraser or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever. As used in this Agreement, unless the context otherwise requires, the term “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, of the associated Common Share).

2.9 Delivery and Cancellation of Certificates

All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. West Fraser may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which West Fraser may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable laws, destroy all cancelled Rights Certificates and deliver a certificate of destruction to West Fraser on request.

2.10 Agreement of Rights Holders

Every holder of Rights, by accepting the same, consents and agrees with West Fraser and the Rights Agent and with every other holder of Rights:

(a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;

(b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Share certificate representing such Right;

(c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;

(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate, or if no certificate evidences the Common Share registration, satisfactory evidence of the associated Common Share registration) for registration of transfer, West Fraser, the Rights Agent and any agent of West Fraser or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated

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Common Share certificate, or if no certificate evidences the Common Share registration, satisfactory evidence of the associated Common Share registration) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than West Fraser or the Rights Agent) for all purposes whatsoever, and neither West Fraser nor the Rights Agent shall be affected by any notice to the contrary;

(e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein);

(f) that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Section 5.4(a) and the last sentence of the penultimate paragraph of Section 2.3(a); and

(g) that notwithstanding anything in this Agreement to the contrary, neither West Fraser nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

2.11 Rights Certificate Holder Not Deemed a Shareholder

No holder, as such, of any Rights or Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose whatsoever the holder of any Common Share or any other share or security of West Fraser which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed or deemed or confer upon the holder of any Right or Rights Certificate, as such, any right, title, benefit or privilege of a holder of Common Shares or any other shares or securities of West Fraser or any right to vote at any meeting of shareholders of West Fraser whether for the election of directors or otherwise or upon any matter submitted to holders of Common Shares or any other shares of West Fraser at any meeting thereof, or to give or withhold consent to any action of West Fraser, or to receive notice of any meeting or other action affecting any holder of Common Shares or any other shares of West Fraser except as expressly provided herein, or to receive dividends, distributions or subscription rights, or otherwise, until the Right or Rights evidenced by Rights Certificates shall have been duly exercised in accordance with the terms and provisions hereof.

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ARTICLE 3

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

3.1 Flip-in Event

(a) Subject to Section 3.1(b) and Section 5.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, then:

(i) each Right shall constitute, effective at the close of business on the tenth Trading Day (or such longer period as may be required to satisfy the requirements of the Securities Act and any comparable legislation of any other applicable jurisdiction) after the Stock Acquisition Date, the right to purchase from West Fraser, upon exercise of the Right in accordance with the terms of this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred);

(ii) in the event that there are insufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase from West Fraser that number of Common Shares per Right provided for in Section 3.1(a), then until such time as holders of Common Shares approve an increase in West Fraser’s authorized capital such that there are sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase from West Fraser that number of Common Shares per Right provided for in Section 3.1(a), each whole Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from West Fraser, upon exercise thereof in accordance with the terms hereof, that number of Common Shares that is equal to one Common Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred).

(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially owned on or after the earlier of the Separation Time or the Stock Acquisition Date by:

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(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or

(ii) a transferee or other successor in title of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), where such transferee or successor in title becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding Section 3.1(b)(i),

shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall be deemed and become null and void.

(c) From and after the Separation Time, West Fraser shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (British Columbia), the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

(d) Any Rights Certificate that would represent Rights Beneficially owned by a Person described in either Section 3.1(b)(i) or (ii) or transferred to any nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of West Fraser in writing to the Rights Agent or contain the following legend:

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The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Section 3.1(b) of the Shareholder Rights Plan Agreement.

provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by West Fraser in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) shall be of no effect on the provisions of Section 3.1(b).

Any Rights issued and registered in Book Entry Form (that are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Separation Time but prior to the Expiration Time, shall evidence one Right for each Right represented by such registration and the registration record of such Rights shall include the legend set forth in this Section 3.1(d), adapted accordingly as the Rights Agent may reasonably require.

ARTICLE 4

THE RIGHTS AGENT

4.1 General

(a) West Fraser hereby appoints the Rights Agent to act as agent for West Fraser and the holders of the Rights in accordance with the terms and conditions of this Agreement, and the Rights Agent hereby accepts such appointment. West Fraser may from time to time appoint one or more co-Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent, acting reasonably. In the event West Fraser appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as West Fraser may determine with the approval of the Rights Agent and the Co-Rights Agents.

(b) West Fraser agrees to pay the Rights Agent reasonable compensation for all services rendered by it hereunder or otherwise agreed to with West Fraser in writing and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the execution and administration of this Agreement and the exercise and performance of its duties thereunder (including the reasonable fees and other disbursements of

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any expert retained by the Rights Agent with the approval of West Fraser, such approval not to be unreasonably withheld). West Fraser also agrees to indemnify the Rights Agent and its affiliates, and each of their officers, directors, employees and agents for, and to hold them harmless against, any loss, liability, cost, claim, action, damage or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, its affiliates, or either of its officers, directors, employees, or agents for anything done or omitted by the Rights Agent in connection with the acceptance, execution and administration of this Agreement and the exercise and performance of its duties hereunder, including legal costs and expenses of defending against any claims or liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

(c) The Rights Agent shall be protected from and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of West Fraser, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, opinion, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

(d) West Fraser shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current directors and officers of West Fraser; provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.

4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent

(a) Any company into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any company resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any company succeeding to the securityholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such company would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights

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Certificates in the name of either the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

4.3 Duties of Rights Agent

The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, all of which West Fraser and the holders of certificates for Common Shares and Rights Certificates, by their acceptance thereof, shall be bound.

(a) The Rights Agent, at the expense of West Fraser, may retain and consult with legal counsel (who may be legal counsel for West Fraser and, in any event, shall be a reputable legal firm) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion and the Rights Agent may also consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at West Fraser’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert.

(b) Whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by West Fraser prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by two Persons believed by the Rights Agent to be directors or officers of West Fraser and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c) The Rights Agent will be liable hereunder only for events which are the result of its own negligence, bad faith or wilful misconduct and that of its officers, directors and employees.

(d) The Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement (except as such are made or provided by the Rights Agent) or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same,

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but all such statements and recitals are and will be deemed to have been made by West Fraser only.

(e) The Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any certificate for a Common Share or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by West Fraser of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 3.1(b) hereof) or any adjustment required under the provisions of Section 2.3 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.3 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.

(f) Each of West Fraser and the Rights Agent agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept instructions in writing (including by e-mail) with respect to the performance of its duties hereunder from any individual believed by the Rights Agent to be any two officers or directors of West Fraser, and to apply to such individuals for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such individual. It is understood that instructions to the Rights Agent shall, except where circumstances make it impractical or the Rights Agent otherwise agrees, be given in writing (including by e-mail) and, where not in writing, such instructions shall be confirmed in writing (including by e-mail) as soon as practicable after the giving of such instructions.

(h) The Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of West Fraser or become financially interested in any transaction in which West Fraser may be interested, or contract with or lend money to West Fraser or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for West Fraser or for any other legal entity, provided such

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actions would not place the Rights Agent in a position of conflict of interest with respect to its duties under this Agreement.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to West Fraser resulting from any such act, omission, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

4.4 Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice (or such lesser notice as is acceptable to West Fraser) in writing mailed to West Fraser and to each transfer agent of Common Shares by registered or certified mail. West Fraser may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail. If the Rights Agent should resign or be removed or otherwise become incapable of acting, West Fraser will appoint a successor to the Rights Agent. If West Fraser fails to make such appointment within a period of 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to West Fraser the resigning or incapacitated Rights Agent (at West Fraser’s expense) or the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate, if any, for inspection by West Fraser), may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by West Fraser or by such a court, shall be a company constituted under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of British Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent, upon the receipt of all outstanding fees and expenses, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, West Fraser will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights in accordance with Section 5.9. The cost of giving any notice required under this Section 4.4 shall be borne solely by West Fraser. Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of any successor Rights Agent, as the case may be.

4.5 Compliance with Anti-Money Laundering Legislation

The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or

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guideline. Further, should the Rights Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ prior written notice to West Fraser, provided: (i) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance to the extent permitted by any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline; and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10-day period, then such resignation shall not be effective. Subject to applicable law, the Rights Agent agrees to notify the Corporation as soon as reasonably possible in the event that the Rights Agent has a reasonable belief that circumstances exist which may give rise to the Rights Agent exercising its right to resign under this paragraph, and such notice shall describe the basis of such reasonable belief.

4.6 Privacy Legislation

The parties acknowledge that Privacy Laws may apply to obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. West Fraser will, prior to transferring or causing to be transferred personal information to the Rights Agent pursuant to this Agreement, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

4.7 Liability

Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. This Section 4.7 shall survive the termination of this Agreement or the resignation or removal of the Rights Agent.

ARTICLE 5

MISCELLANEOUS

5.1 Redemption and Waiver

  (a) The Board of Directors shall waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Board of Directors has determined, following a Stock Acquisition Date and prior to the Separation Time, that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant to this Section 5.1(a) must be on the condition that such

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Person, within 14 days after the foregoing determination by the Board of Directors or such earlier or later date as the Board of Directors may determine (the “Disposition Date”), has reduced its Beneficial ownership of Voting Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.1 shall apply thereto.

  (b) The Board of Directors acting in good faith may, prior to a Flip-in Event having occurred, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to a Flip-in Event that may occur by reason of a Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares (which for greater certainty shall not include the circumstances described in Section 5.1(a)), provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Section 5.1(b), the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a Take-over Bid circular to all holders of Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been granted under this Section 5.1(b).

  (c) In the event that prior to the occurrence of a Flip-in Event a Person acquires, pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition under Section 5.1(b), outstanding Voting Shares, then the Board of Directors shall, immediately upon the consummation of such acquisition without further formality be deemed to have elected to redeem the Rights at a redemption price of $0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).

  (d) The Board of Directors may, with the prior approval of the holders of Voting Shares or Rights given in accordance with the terms of Section 5.4, at any time prior to the occurrence of a Flip-in Event elect to redeem all but not less than all of the then outstanding Rights at the Redemption Price appropriately adjusted in a manner analogous to the applicable adjustments provided for in Section 2.3, which adjustments shall only be made in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred.

  (e) The Board of Directors may, with the prior approval of the holders of Common Shares given in accordance with Section 5.4 at any time prior to the occurrence of a Flip-in Event as to which the application of Section 3.1 hereof has not been waived pursuant to Section 5.1(a), if such Flip-in Event would occur by reason of an acquisition of Common Shares or Convertible Securities otherwise than pursuant to a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares and otherwise than in the circumstances set

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forth in Section 5.1(a), waive the application of Section 3.1 to such Flip-in Event. In such event, the Board of Directors shall extend the Separation Time to a date at least ten (10) Business Days subsequent to the meeting of shareholders called to approve such waiver.

  (f) The Board of Directors may, prior to the close of business on the tenth Trading Day following a Stock Acquisition Date or such later Business Day as they may from time to time determine, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to the related Flip-in Event, provided that the Acquiring Person has reduced its Beneficial ownership of Voting Shares (or has entered into a contractual arrangement with West Fraser, acceptable to the Board of Directors, to do so within 10 calendar days of the date on which such contractual arrangement is entered into or such other date as the Board of Directors may have determined) such that at the time the waiver becomes effective pursuant to this Section 5.1(f) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective prior to the Separation Time, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred.

  (g) Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Notwithstanding the foregoing, upon the Rights being redeemed pursuant to this Section 5.1(g), all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the Separation Time shall be deemed not to have occurred and the Rights shall remain attached to outstanding Common Shares subject to and in accordance with this agreement.

  (h) If the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Sections 5.1(d) or (g) to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.

  (i) Within 10 calendar days after the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Section 5.1(d) or (g) to redeem the Rights, West Fraser shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Voting Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

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  (j) West Fraser shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 pursuant to this Section 5.1.

5.2 Expiration

No Person shall have any rights whatsoever pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Section 4.1(a) of this Agreement.

5.3 Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, West Fraser may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of securities purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.

5.4 Supplements and Amendments

  (a) West Fraser may, prior to the date of the shareholders’ meeting referred to in the first paragraph of Section 5.15 supplement, amend, vary, rescind or delete any of the provisions of this Agreement and the Rights without the approval of any holders of Rights or Voting Shares in order to make any changes which the Board of Directors acting in good faith may deem necessary or desirable. West Fraser may make any amendments to this Agreement to correct any clerical or typographical error or which, subject to Section 5.4(f), are required to maintain the validity of the Agreement as a result of any change in any applicable legislation, regulations or rules thereunder. Notwithstanding anything in this Section 5.4 to the contrary, no amendment shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent to such supplement or amendment.

  (b) Subject to Section 5.4(a), West Fraser may, with the prior consent of the holders of Voting Shares obtained as set forth below, at any time before the Separation Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided that no such amendment, variation or deletion shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if provided by the holders of Voting Shares at a meeting of West Fraser shareholders called and held in compliance with applicable laws and regulatory requirements and the requirements in the notice of articles and the articles of West Fraser. Subject to compliance with any requirements imposed by the foregoing, consent shall be given if the proposed amendment, variation or rescission is approved by the affirmative vote of a majority of the votes cast by all holders of Voting Shares (other than any holder who does not qualify as an Independent

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Shareholder, with respect to all Voting Shares Beneficially owned by such Person), represented in person or by proxy at the shareholder meeting.

  (c) West Fraser may, with the prior consent of the holders of Rights obtained as set forth below, at any time after the Separation Time and before the Expiration Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided that no such amendment, variation or rescission shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if provided by the holders of Rights at a Rights Holders’ Special Meeting, which Rights Holders’ Special Meeting shall be called and held in compliance with applicable laws and regulatory requirements and, to the extent possible, with the requirements in the notice of articles and the articles of West Fraser applicable to meetings of holders of Common Shares, applied mutatis mutandis. Subject to compliance with any requirements imposed by the foregoing, consent shall be given if the proposed amendment, variation or rescission is approved by the affirmative vote of a majority of the votes cast by holders of Rights (other than holders of Rights whose Rights have become null and void pursuant to Section 3.1(b)), represented in person or by proxy at the Rights Holders’ Special Meeting.

  (d) Any consent or approval of the holders of Rights shall be deemed to have been given if the action requiring such approval is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof. For the purposes hereof, each outstanding Right (other than Rights which are null and void pursuant to the provisions hereof) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which are provided in West Fraser’s notice of articles and articles and the BCBCA with respect to the meetings of holders of Common Shares.

  (e) The Corporation shall be required to provide the Rights Agent with notice in writing of any such amendment, variation or deletion to this Agreement as referred to in this Section 5.4 within five days of effecting such amendment, variation or deletion.

  (f) Any amendments, variations or deletions made by West Fraser to this Agreement pursuant to Section 5.4(a) which are required to maintain the validity of this Agreement as a result of any change in any applicable legislation, regulation or rule thereunder shall:

(i) if made before the Separation Time, be submitted to the holders of Voting Shares at the next meeting of shareholders and the holders of Voting Shares may, by the majority referred to in Section 5.4(b) confirm or reject such amendment;

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(ii) if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting of shareholders of West Fraser and the holders of Rights may, by resolution passed by the majority referred to in Section 5.4(d) confirm or reject such amendment.

Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by the shareholders or the holders of Rights or is not submitted to the shareholders or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights that should have been but was not held, and no subsequent resolution of the Board of Directors to amend this Agreement to substantially the same effect shall be effective until confirmed by the shareholders or holders of Rights as the case may be.

5.5 Fractional Rights and Fractional Shares

  (a) West Fraser shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights and West Fraser shall not be required to pay any amount to a holder of record of Rights Certificates in lieu of such fractional Rights.

  (b) West Fraser shall not be required to issue fractions of Common Shares upon exercise of Rights or to distribute certificates which evidence fractional Common Shares. In lieu of issuing fractional Common Shares, West Fraser shall be entitled to pay to the registered holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to the fraction of the Market Price of one Common Share that the fraction of a Common Share that would otherwise be issuable upon the exercise of such Right is of one whole Common Share at the date of such exercise.

5.6 Rights of Action

Subject to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights. Any holder of Rights, without the consent of the Rights Agent or of the holder of any other Rights, may, on such holder’s own behalf and for such holder’s own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against West Fraser to enforce such holder’s right to exercise such holder’s Rights, or Rights to which such holder is entitled, in the manner provided in such holder’s Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holder of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

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5.7 Regulatory Approvals

Any obligation of West Fraser or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority, and without limiting the generality of the foregoing, necessary approvals of any stock exchange having been obtained be obtained, such as approvals relating to the issuance of Common Shares upon the exercise of Rights under Section 2.2(d).

5.8 Declaration as to Foreign Holders

If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by West Fraser with the securities laws or comparable legislation of a jurisdiction outside Canada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall West Fraser or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

5.9 Notices

  (a) Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the holder of any Rights to or on West Fraser shall be sufficiently given or made if delivered, sent by registered or certified mail, postage prepaid (until another address is filed in writing with the Rights Agent), or sent by facsimile or other form of recorded electronic communication (including e-mail), charges prepaid and confirmed in writing, as follows:

West Fraser Timber Co. Ltd.

c/o West Fraser Group

501 – 858 Beatty Street,

Vancouver, BC

Canada V6B 1C1

Attention: Chris Virostek, Vice-President, Finance and Chief Financial

Officer

Facsimile No.: (604) 681-6061

Email: Chris.Virostek@westfraser.com

  (b) Notices or demands authorized or required by this Agreement to be given or made by West Fraser or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered, sent by registered or certified mail, postage prepaid (until another address is filed in writing with West Fraser), or sent by facsimile or other form of recorded electronic communication (including by e-mail to West Fraser’s Vice President and Chief Financial Officer), charges prepaid, and confirmed in writing, as follows:

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AST Trust Company (Canada)

1600 – 1066 West Hastings Street

Vancouver, BC

Canada V6E 3X1

Attention: Director – Relationship Management

Facsimile No.: (604) 235-3705

Email: LMacFarlane@astfinancial.com

  (c) Notices or demands authorized or required by this Agreement to be given or made by West Fraser or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by certified mail, postage prepaid, addressed to such holder at the address of such holder as it appears upon the register of the Rights Agent or, prior to the Separation Time, on the register of West Fraser for its Common Shares. Any notice which is mailed or sent in the manner herein provided shall be deemed given, whether or not the holder receives the notice.

  (d) Any notice given or made in accordance with this Section 5.9 shall be deemed to have been given and to have been received on the day of delivery, if delivered, on the third Business Day (excluding each day during which there exists any general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if mailed, and on the day of telegraphing, telecopying or sending of the same by other means of recorded electronic communication (provided such sending is during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter). Each of West Fraser and the Rights Agent may from time to time change its address for notice by notice to the other given in the manner aforesaid.

5.10 Costs of Enforcement

West Fraser agrees that if it fails to fulfil any of its obligations pursuant to this Agreement, then it will reimburse the holder of any Rights for the costs and expenses (including reasonable legal fees) incurred by such holder to enforce his rights pursuant to any Rights or this Agreement.

5.11 Successors

All the covenants and provisions of this Agreement by or for the benefit of West Fraser or the Rights Agent shall bind and enure to the benefit of their respective successors and permitted assigns hereunder.

5.12 Benefits of this Agreement

Nothing in this Agreement shall be construed to give to any Person other than West Fraser, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement; further, this Agreement shall be for the sole and exclusive benefit of West Fraser, the Rights Agent and the holders of the Rights.

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5.13 Governing Law

This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of British Columbia and for all purposes shall be governed by and construed in accordance with the laws of such Province applicable to contracts to be made and performed entirely within such Province.

5.14 Severability

If any term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective only as to such jurisdiction and to the extent of such invalidity or unenforceability in such jurisdiction without invalidating or rendering unenforceable or ineffective the remaining terms and provisions hereof in such jurisdiction or the application of such term or provision in any other jurisdiction or to circumstances other than those as to which it is specifically held invalid or unenforceable.

5.15 Effective Date

This Agreement is effective and in full force and effect in accordance with its terms from and after the Effective Date, provided that, if this Agreement has not been confirmed by a majority of the votes cast by Independent Shareholders at the Corporation’s annual general meeting of shareholders in 2020, then this Agreement and any and all outstanding Rights shall terminate and shall be void and of no further force and effect from such time.

This Agreement and all outstanding Rights shall terminate and be void and of no further force and effect on and from the Expiration Time.

This Agreement must be reconfirmed by a resolution passed by a majority of the votes cast by all holders of Voting Shares who vote in respect of such reconfirmation (other than any holder who does not qualify as an Independent Shareholder, with respect to all Voting Shares Beneficially owned by such Person) at the third and sixth annual meetings following West Fraser’s annual general meeting of shareholders in 2020. If this Agreement is not so reconfirmed or is not presented for reconfirmation at such annual meetings, this Agreement and all outstanding Rights shall terminate and be void and of no further force and effect on and from the date of termination of the annual meeting; provided that termination shall not occur if a Flip-in Event has occurred (other than a Flip-in Event which has been waived pursuant to Subsection 5.1(a), 5.1(b), 5.1(e)) prior to the date upon which this Agreement would otherwise terminate pursuant to this Section 5.15.

5.16 Determinations and Actions by the Board of Directors

All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors for the purposes of this Agreement, in good faith, shall not subject the Board of Directors or any director of West Fraser to any liability to the holders of the Rights.

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5.17 Fiduciary Duties of Directors

Nothing contained in this Agreement shall be considered to affect the obligations of the members of the Board of Directors to exercise their fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Common Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the solicitation of additional or alternative Take-over Bids or other proposals to holders of Common Shares that the Board of Directors believes is necessary or appropriate in the exercise of their fiduciary duties.

5.18 Time of the Essence

Time shall be of the essence in this Agreement.

5.19 Execution in Counterparts

This Agreement may be executed in any number of counterparts and may be executed and delivered by facsimile or similar electronic copy and each of such counterparts and facsimiles or similar electronic copies shall for all purposes be deemed to be an original, and all such counterparts and facsimiles or similar electronic copies shall together constitute one and the same agreement.

[Remainder of page left blank intentionally]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

WEST FRASER TIMBER CO. LTD.
By:	/s/ Chris Virostek
	Name: Chris Virostek Title: Vice-President, Finance and Chief Financial Officer
AST TRUST COMPANY (CANADA)
By:	/s/ Leslie MacFarlane
	Name: Leslie MacFarlane Title: Relationship Manager
By:	/s/ Van Bot
	Name: Van Bot Title: Director, Relationship Management

S-1

ATTACHMENT 1

WEST FRASER TIMBER CO. LTD.

SHAREHOLDER RIGHTS PLAN AGREEMENT

[Form of Rights Certificate]

Certificate No. __________ Rights ____________

THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 3.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR SUCH PERSON’S AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH THEM OR TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER ACTION.

Rights Certificate

This certifies that _________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement, dated April 9, 2020, as the same may be amended or supplemented from time to time, (the “Shareholder Rights Plan Agreement”), between West Fraser Timber Co. Ltd., a company duly incorporated under the laws of British Columbia and AST Trust Company (Canada), a company governed under the laws of Canada (the “Rights Agent”) (which term shall include any successor Rights Agent under the Shareholder Rights Plan Agreement), to purchase from West Fraser Timber Co. Ltd. at any time after the Separation Time (as such term is defined in the Shareholder Rights Plan Agreement) and prior to the Expiration Time (as such term is defined in the Shareholder Rights Plan Agreement), one fully paid common share of West Fraser Timber Co. Ltd. (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise (in the form provided hereinafter) duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or any other cities as may be designated by West Fraser Timber Co. Ltd. from time to time. The Exercise Price shall be an amount equal to five times the Market Price (as defined in the Shareholder Rights Agreement) per Common Share determined as of the Separation Time per Right (payable in cash, certified cheque or money order payable to the order of the Corporation) and shall be subject to adjustment as provided in the Shareholder Rights Plan Agreement.

This Rights Certificate is subject to all of the terms and provisions of the Shareholder Rights Plan Agreement, which terms and provisions are incorporated herein by reference and made a part hereof and to which Shareholder Rights Plan Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the

S-1

Rights Agent, West Fraser Timber Co. Ltd. and the holders of the Rights Certificates. Copies of the Shareholder Rights Plan Agreement are on file at the registered office of West Fraser Timber Co. Ltd.

This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Shareholder Rights Plan Agreement or herein be construed to confer upon the holder hereof, as such, any of the Rights of a shareholder of West Fraser Timber Co. Ltd. or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Shareholder Rights Plan Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Plan Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

(Signature page follows)

WITNESS the signature of the proper officers of West Fraser Timber Co. Ltd.

Date: •

WEST FRASER TIMBER CO. LTD.

By: By:

Countersigned:

AST TRUST COMPANY (CANADA)

By:
	Authorized Signature

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED _____________________________________________ hereby sells, assigns and transfers unto _______________________________________________________                                                                                                                                           

                                                                                      (Please print name and address of transferee.)

The Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________ _________________________________, as attorney, to transfer the within Rights on the books of West Fraser Timber Co. Ltd., with full power of substitution.

Dated:
	Signature
Signature Guaranteed:	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

The signature on this assignment must correspond with the name as written upon the face of the Right Certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program.

CERTIFICATE

(To be completed if true.)

The undersigned party transferring Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement.

Signature

(To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE

(To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.)

TO:     WEST FRASER TIMBER CO. LTD. and AST TRUST COMPANY (CANADA)

The undersigned hereby irrevocably elects to exercise _____________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of:

(Name)

(Address)

(City and Province)

Social Insurance Number, Social Security Number, or other taxpayer identification number.

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

(Name)

(Address)

(City and Province)

Social Insurance Number, Social Security Number, or other taxpayer identification number.

Dated:                                                                                                                                                                                                                                               

                                                                                                                                               Signature

Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

The signature on this election to exercise must correspond with the name as written upon the face of the Right Certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program.

CERTIFICATE

(To be completed if true.)

The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement.

Signature

(To be attached to each Rights Certificate.)

NOTICE

In the event the certification set forth above in the Forms of Assignment and Election to Exercise is not completed, West Fraser Timber Co. Ltd. will deem the Beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof. No Rights Certificates shall be issued in exchange for a Rights Certificate owned or deemed to have been owned by an Acquiring Person or an Affiliate or Associate thereof, or by a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof.

EX-99.19

Exhibit 99.19

WEST FRASER TIMBER CO. LTD.

501-858 Beatty Street

Vancouver, British Columbia V6B 1C1

Telephone: (604) 895-2745 Fax: (604) 681-6061

April 16, 2020

Re: Annual General Meeting of Shareholders of West Fraser Timber Co. Ltd. to be held on May 26, 2020 (the “Meeting”)

I, Christopher A. Virostek, Vice-President, Finance and Chief Financial Officer of West Fraser Timber Co. Ltd. (the “Company”), hereby certify that:

(a) arrangements have been made to have proxy related materials for the Meeting sent in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (the “Instrument”), to all beneficial owners at least 30 days before the date fixed for the Meeting;

(b) the record date for notice is at least 40 days before the Meeting and notification of the Meeting and record date under section 2.2 of the Instrument was given at least 3 business before the record date for notice;

(c) arrangements have been made to carry out all of the requirements of the Instrument in addition to those described in subparagraph (a); and

(d) the Company is relying on section 2.20 of the Instrument to abridge the time prescribed in subsections 2.1(b), 2.2(1) and 2.5(1) of the Instrument.

/s/ Christopher A. Virostek

Christopher A. Virostek

Vice-President, Finance and Chief Financial Officer

EX-99.20

Exhibit 99.20

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting (the “Meeting”) of Shareholders of WEST FRASER TIMBER CO. LTD. (the “Company”) will be held at 501-858 Beatty Street, Vancouver, B.C. V6B 1C1 on May 26, 2020 at 11:30 a.m., local time, for the following purposes:

1. to receive the consolidated financial statements of the Company for its fiscal year ended December 31, 2019, together with the auditor’s report on them;

2. to elect the directors of the Company to hold office until the close of the next annual general meeting;

3. to appoint an auditor of the Company to serve until the close of the next annual general meeting and to authorize the directors to fix the auditor’s remuneration;

4. to consider an advisory (non-binding) resolution on the Company’s approach to executive compensation, as more particularly set out in the section of the Information Circular entitled “Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”;

5. to consider and, if deemed advisable, pass a resolution to ratify, confirm and approve the Company’s new shareholder rights plan, as more particularly set out in the section of the Information Circular entitled “Resolution to Ratify and Approve the Shareholder Rights Plan”;

6. to consider any amendment to or variation of any matter identified in this Notice; and

7. to transact such other business as may properly come before the Meeting or any adjournment of it.

A copy of the Annual Report of the Company for the year ended December 31, 2019 accompanied the notice prepared for the Original Meeting for those Shareholders that had requested a copy of the Annual Report. The Annual Report can be found on our website (www.westfraser.com) and can also be found on SEDAR (www.sedar.com). The Annual Report includes the consolidated financial statements and the auditor’s report.

Shareholders registered at the close of business on April 2, 2020 will be entitled to receive this Notice and to vote at the Meeting.

INFORMATION ON NOTICE AND ACCESS

(You have not been sent a physical copy of the Information Circular.)

General Information

The Company has prepared this Notice of Meeting, the Information Circular and a form of proxy relating to the Meeting, and the Information Circular contains details of the matters to be considered at the Meeting. This Notice of Meeting has been prepared and mailed to you under the notice and access rules that came into effect on February 11, 2013 pursuant to applicable Canadian securities laws. Notice and access enables issuers to reduce the volume of materials that must be physically mailed to shareholders by posting the Information Circular and related materials on the internet. Please call AST Trust Company (Canada) toll- free at 1-800-387-0825 if you have any questions about notice and access.

How to Access the Information Circular and Obtain a Physical Copy

The Information Circular and related materials are available under the Company’s profile at www.sedar.com and on the Company’s website at www.westfraser.com. Shareholders are reminded to review these online materials in connection with the Meeting and before voting. Shareholders may obtain a physical copy of the Information Circular by: 1) calling the Company’s transfer agent, AST Trust Company (Canada), toll free at 1-888-433-6443; or 2) emailing a request to AST Trust Company (Canada) at fulfilment@astfinancial.com. A request for a physical copy of the Information Circular should be sent sufficiently in advance so that it is received by the Transfer Agent by May 11, 2020, in order to allow sufficient time for the Shareholder to receive the physical copy of the Information Circular and return the proxy by its due date.

Proxies and Voting Instruction Forms (VIFs)

Registered Shareholders have received a form of proxy with this Notice of Meeting. The deadline for submitting proxies is 11:30 a.m. (Vancouver time) on May 22, 2020. Please complete, date and sign the proxy and deliver it before that deadline in accordance with the instructions set out in the proxy and Information Circular.

Non-registered Shareholders (beneficial owners) have received a voting instructions form (“VIF”) with this Notice of Meeting. The deadline for returning VIFs is specified in the VIF itself. VIFs, whether provided by the Company or an intermediary, should be completed and returned in accordance with the specific instructions, and by the deadline specified, in the VIF. Please ensure you carefully follow the instructions set out in the VIF, including those specifying where and when the VIF is to be returned.

Please review the Information Circular before completing your proxy or VIF, as the Information Circular contains additional information about each matter to be voted on at the Meeting. The following guide will assist you in locating the relevant disclosure for each matter.

For disclosure about:	Refer to the following section(s) in the Information Circular
•  the election of directors	“Information regarding Nominees for Election as Directors”
•  the appointment of the Company’s auditor	“Appointment of the Auditor”
•  the approval of the Company’s approach to executive compensation	“Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”
•  the ratification and approval of the Company’s new shareholder rights plan	“Resolution to Ratify and Approve the Shareholder Rights Plan”

A Shareholder who is unable to attend the Meeting in person and who wishes to ensure that such Shareholder’s shares are voted at the Meeting must complete, date and sign an acceptable form of proxy and deliver it by hand or by mail in accordance with the instructions set out in the enclosed form of proxy and in the Information Circular.

NOTE OF CAUTION CONCERNING COVID-19 OUTBREAK

At the date of this Notice it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring the development of the current coronavirus (COVID-19) outbreak (“COVID-19”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask Shareholders to consider voting their Shares by proxy and not attend the meeting in person. Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public- health/services/diseases/coronavirus-disease-covid-19.html). We ask that Shareholders also review and follow the instructions of the regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you or someone with whom you have been in close contact are experiencing any cold or flu- like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described above.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR as well as on our Company website at www.westfraser.com. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

DATED at Vancouver, B.C., April 16, 2020.

BY ORDER OF THE BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

EX-99.21

Exhibit 99.21

West Fraser Timber Co. Ltd.

Notice of Annual

Meeting of Shareholders

To Be Held May 26, 2020

Information Circular

Your Participation is Important

Please Take the Time to Vote

WHAT’S INSIDE:

INVITATION TO SHAREHOLDERS	2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	3
INFORMATION CIRCULAR	6
DEFINITIONS	6
VOTING AND PROXIES: QUESTIONS AND ANSWERS	8
VOTING BY NON-REGISTERED SHAREHOLDERS	11
SHAREHOLDER RIGHTS PLAN	12
BUSINESS TO BE TRANSACTED AT THE MEETING	14
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS	16
BOARD RENEWAL	22
DIRECTOR COMPENSATION	25
VOTING SECURITIES, PRINCIPAL SHAREHOLDERS AND NORMAL COURSE ISSUER BID	27
APPOINTMENT OF THE AUDITOR	28
ADVISORY RESOLUTION ON THE COMPANY’S APPROACH TO EXECUTIVE COMPENSATION (SAY ON PAY)	29
RESOLUTION TO RATIFY AND APPROVE THE SHAREHOLDER RIGHTS PLAN	29
OUR CORPORATE GOVERNANCE POLICIES AND PROCEDURES	36
GOVERNANCE POLICY	36
CHAIRMAN OF THE BOARD	37
LEAD DIRECTOR	37
GOVERNANCE & NOMINATING COMMITTEE	38
MAJORITY VOTING POLICY	38
ADVANCE NOTICE POLICY	38
CODE OF CONDUCT	39
CHARTERS	39
MINIMUM EQUITY HOLDING	40
MANDATE OF THE BOARD	41
CORPORATE DISCLOSURE POLICY	41
AUDIT COMMITTEE	42
DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD	42
SHAREHOLDER FEEDBACK AND CONCERNS	43
EXPECTATIONS OF MANAGEMENT	43
COMPOSITION OF THE BOARD	44
BOARD DIVERSITY POLICY	46
SERVING ON OTHER BOARDS	47
COMMITTEES OF THE BOARD	47
ORIENTATION PROGRAM AND CONTINUING EDUCATION	50
PERFORMANCE REVIEWS	51
MEETING ATTENDANCE RECORD	52
EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS	52
REPORT ON EXECUTIVE COMPENSATION	53
PERFORMANCE GRAPH	62
EXECUTIVE COMPENSATION	63
OPTION GRANTS	65
RS UNITS AND PS UNITS	69
PENSION PLANS	71
SEVERANCE AND CHANGE OF CONTROL AGREEMENTS	73
DIRECTORS’ COMPENSATION AND HOLDINGS	73
INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES	73
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	74
ADDITIONAL INFORMATION	74
SCHEDULE “A” – RIGHTS PLAN	75

INVITATION TO SHAREHOLDERS

Dear Shareholders:

You are invited to attend the Annual Meeting of Shareholders of West Fraser Timber Co. Ltd., which will take place on May 26, 2020 at 11:30 a.m., local time, at 501-858 Beatty Street, Vancouver, B.C. V6B 1C1.

The Company originally scheduled its Annual Meeting of Shareholders for April 21, 2020 (the “Original Meeting”) and meeting materials, including a Notice of Meeting and Proxy were mailed to Shareholders in connection with the Original Meeting. The Original Meeting was postponed due to the ongoing concerns related to the spread of COVID-19 and in order to mitigate potential risks to the health and safety of our Shareholders.

The items of business to be considered at the Meeting are described in the accompanying Notice of Annual Meeting and Information Circular.

Your participation and views are very important to us. You are encouraged to vote, which can be done by following the instructions enclosed with these materials. In addition, in light of the rapidly evolving public health guidelines related to COVID-19, we request that all Shareholders vote their shares by proxy and not attend the meeting in person. Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html) and those of the regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority and the Fraser Health Authority. Please see the Notice of Meeting for further details.

At the Meeting, in addition to dealing with the matters described in the Notice, I will review the affairs of the Company. Also, you will have an opportunity to ask questions.

You may be aware of our recent adoption of a shareholder rights plan. This was undertaken with the goal of ensuring that our Shareholders are treated fairly in the event of a take-over bid for West Fraser and to address “creeping bids”. I encourage you to read the details in the circular on the shareholder rights plan and its purpose. We hope we have your support to ratify and approve the shareholder rights plan and the protection it will afford to all our Shareholders.

All of our public documents, including the 2019 Annual Report and Quarterly Reports, are available on our website at www.westfraser.com. You are encouraged to access our website during the year for continuous disclosure items, including news releases and investor presentations.

We look forward to your participation at the Meeting.

Yours sincerely,

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting (the “Meeting”) of Shareholders of WEST FRASER TIMBER CO. LTD. (the “Company”) will be held at 501-858 Beatty Street, Vancouver, B.C. V6B 1C1 on May 26, 2020 at 11:30 a.m., local time, for the following purposes:

1. to receive the consolidated financial statements of the Company for its fiscal year ended December 31, 2019, together with the auditor’s report on them;

2. to elect the directors of the Company to hold office until the close of the next annual general meeting;

3. to appoint an auditor of the Company to serve until the close of the next annual general meeting and to authorize the directors to fix the auditor’s remuneration;

4. to consider an advisory (non-binding) resolution on the Company’s approach to executive compensation, as more particularly set out in the section of the Information Circular entitled “Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”;

5. to consider and, if deemed advisable, pass a resolution to ratify, confirm and approve the Company’s new shareholder rights plan, as more particularly set out in the section of the Information Circular entitled “Resolution to Ratify and Approve the Shareholder Rights Plan”;

6. to consider any amendment to or variation of any matter identified in this Notice; and

7. to transact such other business as may properly come before the Meeting or any adjournment of it.

A copy of the Annual Report of the Company for the year ended December 31, 2019 accompanied the notice prepared for the Original Meeting for those Shareholders that had requested a copy of the Annual Report. The Annual Report can be found on our website (www.westfraser.com) and can also be found on SEDAR (www.sedar.com). The Annual Report includes the consolidated financial statements and the auditor’s report.

Shareholders registered at the close of business on April 2, 2020 will be entitled to receive this Notice and to vote at the Meeting.

INFORMATION ON NOTICE AND ACCESS

(You have not been sent a physical copy of the Information Circular.)

General Information

The Company has prepared this Notice of Meeting, the Information Circular and a form of proxy relating to the Meeting, and the Information Circular contains details of the matters to be considered at the Meeting. This Notice of Meeting has been prepared and mailed to you under the notice and access rules that came into effect on February 11, 2013 pursuant to applicable Canadian securities laws. Notice and access enables issuers to reduce the volume of materials that must be physically mailed to shareholders by posting the Information Circular and related materials on the internet. Please call AST Trust Company (Canada) toll-free at 1-800-387-0825 if you have any questions about notice and access.

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How to Access the Information Circular and Obtain a Physical Copy

The Information Circular and related materials are available under the Company’s profile at www.sedar.com and on the Company’s website at www.westfraser.com. Shareholders are reminded to review these online materials in connection with the Meeting and before voting. Shareholders may obtain a physical copy of the Information Circular by: 1) calling the Company’s transfer agent, AST Trust Company (Canada), toll free at 1-888-433-6443; or 2) emailing a request to AST Trust Company (Canada) at fulfilment@astfinancial.com. A request for a physical copy of the Information Circular should be sent sufficiently in advance so that it is received by the Transfer Agent by May 11, 2020, in order to allow sufficient time for the Shareholder to receive the physical copy of the Information Circular and return the proxy by its due date.

Proxies and Voting Instruction Forms (VIFs)

Registered Shareholders have received a form of proxy with this Notice of Meeting. The deadline for submitting proxies is 11:30 a.m. (Vancouver time) on May 22, 2020. Please complete, date and sign the proxy and deliver it before that deadline in accordance with the instructions set out in the proxy and Information Circular.

Non-registered Shareholders (beneficial owners) have received a voting instructions form (“VIF”) with this Notice of Meeting. The deadline for returning VIFs is specified in the VIF itself. VIFs, whether provided by the Company or an intermediary, should be completed and returned in accordance with the specific instructions, and by the deadline specified, in the VIF. Please ensure you carefully follow the instructions set out in the VIF, including those specifying where and when the VIF is to be returned.

Please review the Information Circular before completing your proxy or VIF, as the Information Circular contains additional information about each matter to be voted on at the Meeting. The following guide will assist you in locating the relevant disclosure for each matter.

For disclosure about:	Refer to the following section(s) in the Information Circular
•  the election of directors	“Information regarding Nominees for Election as Directors”
•  the appointment of the Company’s auditor	“Appointment of the Auditor”
•  the approval of the Company’s approach to executive compensation	“Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”
•  the ratification and approval of the Company’s new shareholder rights plan	“Resolution to Ratify and Approve the Shareholder Rights Plan”

A Shareholder who is unable to attend the Meeting in person and who wishes to ensure that such Shareholder’s shares are voted at the Meeting must complete, date and sign an acceptable form of proxy and deliver it by hand or by mail in accordance with the instructions set out in the enclosed form of proxy and in the Information Circular.

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NOTE OF CAUTION CONCERNING COVID-19 OUTBREAK

At the date of this Notice it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring the development of the current coronavirus (COVID-19) outbreak (“COVID-19”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask Shareholders to consider voting their Shares by proxy and not attend the meeting in person. Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html). We ask that Shareholders also review and follow the instructions of the regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you or someone with whom you have been in close contact are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described above.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR as well as on our Company website at www.westfraser.com. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

DATED at Vancouver, B.C., April 16, 2020.

BY ORDER OF THE BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

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INFORMATION CIRCULAR

(As of March 31, 2020, except as otherwise provided)

This Circular is furnished in connection with the solicitation of proxies by the Board of Directors and management of West Fraser for use at the Annual Meeting of Shareholders to be held at 501-858 Beatty Street, Vancouver, B.C. V6B 1C1 on May 26, 2020 (and at any adjournment thereof) for the purposes set out in the attached Notice of Annual Meeting of Shareholders.

All references to the number of West Fraser shares, share prices, earnings per share, options, and other equity-based incentives reflect the payment and adjustments resulting from the Stock Dividend applied retroactively to all comparative periods.

DEFINITIONS

Unless stated otherwise, in this Circular

“AST Trust” means AST Trust Company (Canada), our transfer agent,

“Auditor” means our external auditor, currently PricewaterhouseCoopers LLP,

“BCBCA” means the Business Corporations Act (British Columbia), R.S.B.C. 2002, c.57, as amended,

“Board” or “Board of Directors” means our board of Directors,

“Circular” means this information circular,

“Committees” means the committees of the Board,

“Director” means a director of the Company,

“DSU Plan” means our Director Deferred Share Unit Plan,

“DS Unit” means a Deferred Share Unit granted under our DSU Plan,

“Governance Committee” means the Governance & Nominating Committee of the Board,

“HR&C Committee” means the Human Resources & Compensation Committee of the Board,

“Lead Director” means the lead director of the Board,

“Meeting” means the Annual Meeting of Shareholders to be held on May 26, 2020 and any adjournment of it,

“Notice” means the attached Notice of Annual Meeting of Shareholders,

“Options” means share purchase options granted under the Stock Option Plan,

“Original Meeting” means the Annual Meeting of Shareholders originally scheduled for April 21, 2020 and subsequently postponed due to the COVID-19 pandemic,

“Phantom Share Unit Plan” means the plan described as such on page 56 of this Circular,

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“PS Unit” means a performance share unit granted under our Phantom Share Unit Plan,

“Rights Plan” has the meaning set out in “Voting and Proxies: Questions and Answers” under the heading “Shareholder Rights Plan” on page 12,

“ROSE” has the meaning set out in “Executive Compensation Discussion & Analysis – Report on Executive Compensation” under the heading “Annual Incentive Bonus Plan” on page 54,

“RS Unit” means a restricted share unit granted under our Phantom Share Unit Plan,

“Share” means a Common share or a Class B Common share in the capital of West Fraser,

“Shareholder” means an owner of any Share,

“Stock Dividend” means the stock dividend of one Common share declared and issued in respect of each issued and outstanding Common share and each issued and outstanding Class B Common share in the capital of the Company and paid to Shareholders on January 13, 2014,

“Stock Option Plan” means our Stock Option Plan, as amended,

“$” means Canadian dollars, and

“West Fraser”, “Company”, “we”, “us” and “our” mean West Fraser Timber Co. Ltd.

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VOTING AND PROXIES: QUESTIONS AND ANSWERS

Your vote is important. Good corporate governance begins with shareholder participation. If you cannot attend the Meeting or if you plan to attend but prefer the convenience of voting in advance, we encourage you to exercise your vote using either of the voting methods described below. Please read the following for answers to commonly asked questions regarding voting and proxies.

If your Shares are held in a street form or in a brokerage account, you may not be a registered Shareholder. Please refer to “Voting by Non-Registered Shareholders” on page 11 for a description of the procedure to be followed to vote your Shares.

Q. Am I entitled to vote?

A. You are entitled to vote if you were a registered Shareholder as of the close of business on April 2, 2020. Each Share entitles the holder to one vote.

Q. What am I voting on?

A. The following matters:

• the election of Directors to the Board of Directors to hold office until the close of the next annual general meeting;

• the appointment of PricewaterhouseCoopers LLP as our auditor until the close of the next annual general meeting, at a remuneration to be fixed by the Directors;

• the advisory (non-binding) resolution on the Company’s approach to executive compensation; and

• the ratification and approval of the Company’s new Shareholder Rights Plan.

Q. What if amendments are made to these matters or if other matters are brought before the Meeting?

A. If you attend the Meeting in person and are eligible to vote, you may vote on such matters as you choose.

If you have completed and returned a proxy in the form enclosed, the persons named in it will have discretionary authority with respect to amendments or variations to matters identified in the Notice and to other matters which properly come before the Meeting. If any other matter properly comes before the Meeting, the persons so named will vote on it in accordance with their best judgment. As of the date of this Circular, our management does not know of any such amendment, variation or other matter expected to come before the Meeting.

Q. Who is soliciting my proxy?

A. The management of West Fraser is soliciting your proxy. Solicitation of proxies is done primarily by mail, supplemented by telephone or other contact, by Company employees, and the Company bears all associated costs.

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This Circular is prepared under the notice and access rules that came into effect on February 11, 2013 pursuant to applicable Canadian securities laws. Accordingly, this Circular is being posted on the internet instead of being sent to either registered or Beneficial Shareholders. This Circular and related materials are available under the Company’s profile at www.sedar.com and on the Company’s website at www.westfraser.com. Shareholders are reminded to review these online materials in connection with the Meeting and before voting. Shareholders may obtain a physical copy of this Circular by: 1) calling the Company’s transfer agent, AST Trust Company (Canada), toll free at 1-888-433-6443; or 2) emailing a request to AST Trust Company (Canada) at fulfilment@astfinancial.com. A request for a physical copy of this Circular should be sent sufficiently in advance so that it is received by the Transfer Agent by May 11, 2020 in order to allow sufficient time for the Shareholder to receive the physical copy of this Circular and return the proxy by its due date.

Q. How do I vote?

A. 1) If your Shares are not registered in your name, please see “Voting by Non-Registered Shareholders” on page 11.

2) If you are a registered Shareholder there are two ways that you may vote your Shares:

(a) you may vote in person at the Meeting; or

(b) you may complete and sign a form of proxy appointing someone to represent you and to vote your Shares at the Meeting.

If a registered Shareholder is a body corporate or association, the form of proxy must be signed by a person duly authorized by that body corporate or association.

Completing, signing and returning a form of proxy will not prevent you from attending the Meeting in person.

As the Company is relying on notice and access provisions of applicable Canadian securities laws, the Notice and form of proxy is being sent to Registered Shareholders.

Q. Must I use the enclosed form of proxy?

A. No. If you do not wish to use the enclosed proxy form, you may use any other form of proxy to appoint your proxyholder, although the Company’s Articles require that a form of proxy be substantially in the form enclosed.

Q. Can I appoint someone to vote my Shares other than persons named in the enclosed form of proxy?

A. Yes. Write the name of your chosen person, who need not be a Shareholder, in the blank space provided in the form of proxy. It is important to ensure that any other person you appoint as proxyholder will attend the Meeting, and is aware that his or her appointment has been made to vote your Shares and that he or she should present himself/herself to the scrutineer at the Meeting.

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Q. What if my Shares are registered in more than one name or in the name of my company?

A. If your Shares are registered in more than one name, all those registered must sign the form of proxy. If your Shares are registered in the name of your company or any name other than yours, we may require that you provide documentation that proves you are authorized to sign the form of proxy.

Q. What if I plan to attend the Meeting and vote in person?

A. If you plan to attend the Meeting and wish to vote your Shares in person, you do not need to complete or return a form of proxy. Your vote will be taken and counted at the Meeting. Please register with the scrutineer when you arrive at the Meeting.

If your Shares are not registered in your name, but you wish to attend the Meeting, please see “Voting by Non-Registered Shareholders” on page 11.

Q. What happens when I sign and return a form of proxy?

A. You will have given authority to whoever it appoints as your proxyholder to vote your Shares at the Meeting in accordance with the voting instructions you provide.

Q. What do I do with my completed form of proxy?

A. Return it to our Transfer Agent, AST Trust, at the address set out below so that it arrives no later than 11:30 a.m. (Vancouver time), on May 22, 2020 or, if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned Meeting.

Q. How will my Shares be voted if my proxy is in the enclosed form with no other person named as proxyholder?

A. The persons named in it will vote or withhold from voting your Shares in accordance with your instructions. In the absence of such instructions, however, your Shares will be voted FOR the election of the Directors nominated by management, FOR the appointment of the Auditor, FOR the advisory resolution on the Company’s approach to executive compensation and FOR the resolution to ratify and approve the Company’s new Rights Plan.

Q. If I change my mind, can I revoke my proxy once I have given it?

A. Yes. If you are a registered Shareholder as of the record date you may revoke your proxy by submitting a proxy with a later date. Any new voting instructions, however, will only take effect if received by our Transfer Agent, AST Trust, at the address set out below no later than 11:30 a.m. (Vancouver time), on May 22, 2020 or, if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned Meeting. If you are a registered Shareholder as of the record date you may also revoke your proxy without providing new voting instructions by delivering a written revocation of proxy executed by you and delivered to McMillan LLP, Suite 1500, 1055 West Georgia Street, Vancouver, B.C., V6E 4N7, Attention: Ravipal Bains and by email at ravipal.bains@mcmillan.ca, no later than 5:00 p.m. (Vancouver time) on May 25, 2020 or to the individual chairing the Meeting prior to the commencement of the Meeting or any adjournment thereof.

Please note that your participation in person in a vote by ballot at the Meeting would automatically revoke any proxy you have given in respect of the item of business covered by that vote.

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If you are not a registered Shareholder, see “Voting by Non-Registered Shareholders” below.

Q. What documents are sent to Shareholders?

A. Registered Shareholders who provided us with the required request received a package of the usual annual corporate documents (our 2019 Annual Report, including the Annual Information Form, our annual audited consolidated financial statements and auditor’s report and Management’s Discussion & Analysis) in connection with the Original Meeting scheduled for April 21, 2020, which has since been cancelled in light of the ongoing COVID-19 pandemic. Registered Shareholders are now being sent the Notice along with the form of proxy in connection with the Meeting scheduled on May 26, 2020.

Our Circular may be accessed under our profile at www.sedar.com or on our website at www.westfraser.com.

Copies of our Annual Report, including our audited consolidated financial statements, are filed with Canadian securities regulators and are available at www.sedar.com under the Company’s profile and may also be obtained, without charge, on request from the Chief Financial Officer of West Fraser or accessed on our website at www.westfraser.com.

Q. Who are our Principal Shareholders?

A. The Principal Shareholders (persons or companies that beneficially own or exercise control or direction over more than 10% of a class of our outstanding Shares) are set out in this Circular under the heading “Voting Securities, Principal Shareholders and Normal Course Issuer Bid” on page 27.

Q. What if I have other questions?

A. If you have a question regarding the Meeting, please contact our Transfer Agent as set out below or the Chief Financial Officer of West Fraser at (604) 895-2700 or by email at shareholder@westfraser.com.

Q. How can I contact the Transfer Agent?

A. You can contact the Transfer Agent at:

AST Trust Company (Canada)

1600 - 1066 West Hastings Street

Vancouver, B.C. V6E 3X1

Telephone: (416) 682-3860

(toll free throughout North America: 1-800-387-0825)

Facsimile: 1-888-249-6189

Email: inquiries@astfinancial.com

Website: www.astfinancial.com

VOTING BY NON-REGISTERED SHAREHOLDERS

Q. If my Shares are not registered in my name, how do I vote my Shares?

A. Our share register does not list non-registered or beneficial Shareholders. Their Shares are usually held in the name of an intermediary or a “nominee”, such as a trust company, securities broker or other

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financial institution. If you are a non-registered Shareholder, there are two ways that you can vote your Shares.

1) By providing voting instructions to your nominee

Applicable securities laws require institutional nominees to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive, or have already received with these materials, from your nominee either a request for voting instructions or a form of proxy for the number of Shares you hold. Every institutional nominee has its own mailing procedures and provides its own signing and return instructions, which you should follow carefully to ensure that your Shares are voted at the Meeting.

As the Company is relying on notice and access provisions of applicable Canadian securities law, the Notice and voting instruction form are being sent to both non-registered Shareholders and beneficial Shareholders.

2) By being appointed and attending the Meeting in person

The Company generally does not have access to the names of its non-registered Shareholders. Therefore, if you attend the Meeting, the Company will have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder.

If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy provided by your nominee to appoint yourself as proxyholder. If you are a non-registered Shareholder and instruct your nominee to appoint yourself as proxyholder, you should present yourself to the scrutineer of the Meeting with appropriate identification.

SHAREHOLDER RIGHTS PLAN

Q. What is the Rights Plan?

A. The Company adopted the shareholder rights plan effective April 9, 2020 (the “Rights Plan”). At the Meeting, you will be asked to consider and, if deemed advisable, pass a resolution, ratifying and approving the Rights Plan. The Rights Plan is an arrangement that gives holders of Common shares of West Fraser, other than a person that acquires above a specified threshold (20% or more) of the Company’s Common shares, the right to acquire additional Common shares of West Fraser at a discounted price in certain circumstances as described below. The Rights Plan encourages fair treatment of West Fraser Shareholders in connection with a take-over bid and protects against “creeping bids” (the accumulation of more than 20% of the Company’s shares through purchases exempt from the formal take-over bid rules). Page 29 of the Circular, under the heading “Resolution to Ratify and Approve the Shareholder Rights Plan”, provides detailed information regarding the Rights Plan.

Q. Has West Fraser received a take-over offer?

A. No. As at the date hereof, West Fraser is not aware of any pending or threatened take-over bid for the Company and the Rights Plan is not being adopted in response to or in anticipation of any pending or threatened take-over bid, nor to deter take-over bids generally.

Q. Why is West Fraser Adopting the Rights Plan?

A. The Company believes it is appropriate to adopt the Rights Plan to protect Shareholders. The basic objectives of the Rights Plan are to:

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• help ensure that West Fraser Shareholders are treated fairly in connection with any take-over bid made for the Company;

• provide all West Fraser Shareholders with an equal opportunity to participate in such a take-over bid;

• provide the Board with sufficient time to consider and, if appropriate, to develop alternatives for enhancing shareholder value;

• deter abusive tactics by making them unacceptably expensive to unsolicited bidders;

• encourage prospective acquirors to negotiate with the Board rather than to attempt an unsolicited hostile take-over; and

• prevent “creeping bids” (the accumulation of more than 20% of a company’s shares through purchases exempt from the take-over bid rules) and “hard” lock-up agreements (agreements with an offeror under which existing shareholders commit to tender their shares to the offeror’s take-over bid which agreements are either irrevocable or revocable but subject to restrictive termination conditions). See page 29 of the Circular, under the heading “Resolution to Ratify and Approve the Shareholder Rights Plan”, for further details on “creeping bids” and “hard” lock-up agreements.

Q. How does a Rights Plan work?

A. The Rights Plan is an agreement granting the holders of Common shares certain rights (the “Rights”) to acquire additional Common shares at a discounted price which they may exercise only upon the occurrence of a specified set of events. The Rights are interests which “attach” to Common shares outstanding on April 9, 2020 or issued after that date. The Rights Plan encourages a potential acquiror to proceed either by way of a “Permitted Bid” (described below), which requires the take-over bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board.

Q. What are the Permitted Bid Requirements?

A. The following is a summary of the primary Permitted Bid requirements:

• the take-over bid must be made to all holders of Common shares other than the offeror;

• the take-over bid must be open to shareholders for a period of not less than 105 days and the offeror may only take-up and pay for the shares if over 50% of the shares have been tendered to the offer; and

• the take-over offer must also provide that any shares deposited pursuant to the offer may be withdrawn until taken up and paid for.

There are additional requirements that must be met in order for a take-over offer to be a “Permitted Bid” and those requirements are summarized on page 29 of the Circular under the heading “Resolution to Ratify and Approve the Shareholder Rights Plan”.

Q. Do I have to do anything to receive the Rights?

A: No, holders of Common shares of record on April 9, 2020 will receive one Right per Common share that they own. Shareholders will not receive a separate Rights certificate in the mail and will not need to do anything at this time. If the Rights become exercisable, West Fraser’s designated rights agent will forward additional documentation at that time.

Q. Can the Rights be sold?

A. The Rights cannot be sold or conveyed separately from the Common shares to which they relate, unless they become exercisable as described herein. The Rights are interests that attach to Common shares. Thus, if you sell the Common shares, the Rights are sold with the shares.

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Q. Has the Board approved the Rights Plan?

A. Yes. The Board has approved the Rights Plan. The Board believes that the Rights Plan is in the best interests of West Fraser and our Shareholders. The Board unanimously recommends that Shareholders vote FOR the Rights Plan. In the opinion of the Board, the Rights Plan is consistent with the current practices of Canadian public companies with respect to shareholder rights plans.

Q. What are shareholders being asked to approve?

A. Shareholders will be asked to consider an ordinary resolution ratifying and approving the Rights Plan. The text of the resolution is included on Page 29 of the Circular, under the heading “Resolution to Ratify and Approve the Shareholder Rights Plan”. Ratification and approval of the Rights Plan by Shareholders is required by the rules of the TSX. If the resolution is not passed, the Rights Plan will terminate as of the close of the meeting.

Q. Will the issuance of Rights be taxable?

A. The Company considers that the Rights have negligible value when issued, and the issuance of the Rights is not expected to be taxable to holders of Common shares.

Q. Do other companies have shareholder rights plans?

A. Rights plans have been adopted and reconfirmed by a large number of publicly held companies in Canada. The Board has reviewed the Rights Plan for conformity with current practices of Canadian issuers with respect to shareholder rights plan design and has confirmed that the terms of the Rights Plan are substantially similar to those plans. Based on its review, the Board has determined that it is advisable and in the best interests of the Company and its Shareholders that the Company has in place a shareholder rights plan in the form of the Rights Plan.

BUSINESS TO BE TRANSACTED AT THE MEETING

(See Notice of Annual Meeting of Shareholders)

1) Presentation of Financial Statements

The consolidated financial statements of the Company for the year ended December 31, 2019 and the Auditor’s report thereon will be submitted to Shareholders at the Meeting, but no vote with respect to them is required or proposed to be taken. The consolidated financial statements are included in our Annual Report which is being mailed with the Notice to those Shareholders who have provided us with the required request.

2) Election of Directors

The table of nominees on the following pages sets out the name, background and experience of each person proposed to be nominated for election as a Director, as well as other relevant information. Management of the Company recommends the election of the ten nominees set out in the table of nominees to fill the ten positions as Director. The term of office of each current Director will expire at the conclusion of the Meeting. Each Director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company at which a Director is elected, unless the Director’s office is earlier vacated in accordance with the Articles of the Company or the provisions of the BCBCA.

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The Board of Directors has adopted a majority voting policy, which is described on page 38 of this Circular, relating to the election of Directors.

On February 13, 2014, the Board adopted an advance notice policy setting out requirements for Director nominations and elections. On April 29, 2014, our Shareholders approved a special resolution to amend the Company’s Articles to include this advance notice requirement, which is described on page 38 of this Circular.

The Board of Directors may fill vacancies on the Board resulting from the death, resignation or retirement of Directors. As well, the Board is authorized to appoint up to two additional Directors to hold office until not later than the next annual general meeting.

3) Appointment of Auditor

The Auditor is to be appointed to serve until the close of the next annual general meeting of the Company, and the Directors are to be authorized to fix the Auditor’s remuneration.

The Board of Directors and management of the Company, on the advice of the Audit Committee of the Board, recommend that PricewaterhouseCoopers LLP, Vancouver, Canada, be re-appointed as Auditor, at a remuneration to be fixed by the Board of Directors.

A representative of PricewaterhouseCoopers LLP will be present at the Meeting and will have the opportunity to make a statement if the representative so desires. The representative will also be available to answer questions.

4) Advisory Resolution on our Approach to Executive Compensation (Say on Pay)

Our executive compensation philosophy, policies and programs are based on the fundamental principle of pay-for-performance to align the interests of our executives with those of our Shareholders. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve (on an advisory basis), by way of ordinary resolution, the Company’s approach to executive compensation.

5) Approval of the Rights Plan

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, ratify, confirm and approve, by way of ordinary resolution, the Rights Plan. The Company adopted the Rights Plan effective April 9, 2020.

The Rights Plan is an arrangement that gives holders of Common shares, other than a person that acquires above a specified threshold (20% or more) of the Common shares, the right to acquire additional Common shares at a discounted price in certain circumstances as described herein. The Rights Plan encourages the fair treatment of our Shareholders in connection with a take-over bid and protects against “creeping bids” (the accumulation of more than 20% of the Company’s Common shares through purchases exempt from the formal take-over bid rules).

Page 29 of the Circular, under the heading “Resolution to Ratify and Approve the Shareholder Rights Plan” provides detailed information regarding the Rights Plan.

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INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS

The following table sets out the name of each person proposed to be nominated for election as a Director, as well as that person’s position in the Company, residence, principal occupation, background, experience, the date that person first became a Director and his or her voting results at the last annual general meeting. Additional information concerning compensation and security holdings of such persons is provided below the following table. All of our current Directors are standing for re-election.

Unless otherwise indicated, the nominee has held the same or similar principal occupation with the organization set out below, or a predecessor of that organization, for the last five years. The information as to principal occupation and securities beneficially owned or controlled by each nominee has been furnished by the nominee and is not within the knowledge of our management.

The following table also sets out committee memberships of the proposed nominees as at March 31, 2020. We have four committees: Audit, Human Resources & Compensation, Health, Safety & Environment, and Governance & Nominating.

HENRY H. (HANK) KETCHAM Director since September 16, 1985   Age: 70   Hank Ketcham resides in Vancouver, B.C., Canada. He is our Chairman of the Board. Mr. Ketcham was our President until April 2012 and retired from the position of Chief Executive Officer effective March 1, 2013 when his title as Chairman of our Board was re-designated as Executive Chairman. Effective April 19, 2016 he became our Chairman of the Board. He is also a director and shareholder of Ketcham Investments, Inc., which owns 5,662,718 Common shares and 1,743,228 Class B Common shares of the Company. Mr. Ketcham has been actively involved with the Company since 1973. He was formerly a director of The Toronto-Dominion Bank.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Forestry/Manufacturing Risk Management Executive Compensation

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		48,641,012		588,343		99

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REID E. CARTER Director since April 19, 2016   Age: 63   Reid E. Carter resides in West Vancouver, B.C., Canada. He is a corporate director. From 2003 to the end of 2018, Mr. Carter was a Managing Partner at Brookfield Asset Management, Inc., a global asset manager, and was President of Brookfield Timberlands Management LP. In this role, Mr. Carter led the acquisition of approximately 3.5 million acres of private timberlands throughout North America and Brazil as well as the teams responsible for all growth and operations aspects of these businesses. Mr. Carter also served as President and Chief Executive Officer of Acadian Timber Corp. from 2010 to 2015 and its predecessor, Acadian Timber Income Fund, from 2006 to 2010, and currently serves as a director of Acadian Timber Corp. He served as National Bank Financial’s Paper and Forest Products Analyst between 1996 and 2003. Between 1990 and 1996 he served as a resource analyst with TimberWest Forest Corp. Mr. Carter served as a director of Enercare Inc. until the end of 2019. Mr. Carter holds a combined undergraduate degree in Forestry and Biology and a master’s degree in Forest Soils, both from the University of British Columbia. Mr. Carter is the Chair of the Audit Committee and a member of the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Financial Literacy Forestry/Manufacturing Capital Markets

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		48,662,061		567,294		99

RAYMOND FERRIS Director since April 23, 2019   Age: 57   Ray Ferris resides in Vancouver, B.C., Canada. Mr. Ferris holds a Bachelor of Science Degree in Engineering from the University of New Brunswick. He is our President and Chief Executive Officer. Before April 19, 2018, Mr. Ferris was our Executive Vice-President and Chief Operating Officer and before February 15, 2016 he was our Vice-President, Wood Products. On April 19, 2018 the Company announced a senior leadership transition plan and Mr. Ferris replaced Mr. Seraphim as President of the Company and on June 30, 2019 Mr. Ferris replaced Mr. Seraphim as Chief Executive Officer following Mr. Seraphim’s retirement from that office.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Forestry/Manufacturing Risk Management Executive Compensation

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		48,645,363		583,992		99

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JOHN N. FLOREN Director since April 19, 2016   Age: 61   John N. Floren resides in Eastham, Massachusetts, USA. He has been President and Chief Executive Officer of Methanex Corporation since January 2013. Prior to this appointment, Mr. Floren was Senior Vice President, Global Marketing and Logistics of Methanex from June 2005 and, prior to that, Director, Marketing and Logistics, North America from May 2002. He has been an employee of Methanex for approximately 20 years and has worked in the chemical industry for over 30 years. He currently serves as a director of Methanex whose shares are listed for trading on the Toronto Stock Exchange. Mr. Floren holds a Bachelor of Arts in Economics from the University of Manitoba. He also attended the Harvard Business School’s Program for Management Development and has attended the International Executive Program at INSEAD. He also completed the Directors Education Program at the Institute of Corporate Directors. Mr. Floren is the Chair of the Health, Safety & Environment Committee and a member of the Human Resources & Compensation Committee and of the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Forestry/Manufacturing Capital Markets Executive Compensation

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		49,053,249		176,106		99

BRIAN G. KENNING Director since April 19, 2017   Age: 70   Brian G. Kenning resides in Vancouver, B.C., Canada. He is a corporate director. He was a Managing Partner of Brookfield Asset Management, a company involved in the real estate, asset management and power generation sectors, from 1995 to 2005. From 1988 to 2005, Mr. Kenning was also Chairman and Managing Partner of B.C. Pacific Capital Corporation, a Brookfield affiliate active in merchant banking and investing. Over the past ten years, Mr. Kenning has served as Director of a number of public and private corporations. He had served as a director of British Columbia Ferry Services Inc. until May 2019 and had served as a director of Maxar Technologies Ltd. from 2003 to 2019. In addition, Mr. Kenning is a past Governor of the B.C. Business Council and a past Director of the B.C. chapter of the Institute of Corporate Directors. Mr. Kenning graduated from Queen’s University with an MBA in 1973. Mr. Kenning is the Chair of the Human Resources & Compensation Committee and a member of the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Financial Literacy Risk Management Executive Compensation Governance

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		49,112,444		116,911		99

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JOHN K. KETCHAM Director since April 28, 2015   Age: 58   John K. Ketcham resides in Santa Monica, California. He is a graduate of Tufts University and is currently a real estate developer in Los Angeles. Mr. Ketcham currently owns or controls a total of 991,100 of our Common shares. Previously Mr. Ketcham was a film producer (The Hurricane, starring Denzel Washington) and director. From 1985 to 1992 Mr. Ketcham was a television reporter in Vancouver, B.C. Mr. Ketcham is a member of the Health, Safety & Environment Committee and of the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Forestry/Manufacturing U.S. Business Experience

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		48,908,913		320,442		99

GERALD J. (GERRY) MILLER Director since April 19, 2012   Age: 64   Gerry Miller resides in Kelowna, B.C., Canada. He holds a Bachelor of Commerce Degree from the University of B.C. He is a Chartered Professional Accountant who retired from West Fraser on July 31, 2011 after a 25-year career. Mr. Miller was a key member of West Fraser’s senior executive team and served in a number of executive positions including as Executive Vice-President, Pulp & Paper, Executive Vice-President, Operations and Executive Vice-President, Finance and Chief Financial Officer, the position that he held at the time of his retirement. Mr. Miller is also a trustee of Granite Real Estate Investment Trust and a director of Granite REIT Inc. Mr. Miller is a member of the Audit Committee, the Health, Safety & Environment Committee and the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Financial Literacy Forestry/Manufacturing Executive Compensation

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		48,902,977		326,378		99

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ROBERT L. PHILLIPS Director since April 28, 2005   Age: 69   Robert L. Phillips resides in Anmore, B.C., Canada. Mr. Phillips holds a B.Sc. (Chemical Engineering) and an LL.B., both from the University of Alberta. Before July 2004, he was President and Chief Executive Officer of the BCR Group of Companies, which was involved in rail transportation and marine terminal operations. Before joining BCR, he was Executive Vice-President, Business Development and Strategy for MacMillan Bloedel Limited, and has held the position of President and Chief Executive Officer of the PTI Group Inc. and Dreco Energy Services Ltd. He was appointed Queen’s Counsel in Alberta in 1991. He is a director of the following public corporations: Canadian National Railway Company, Capital Power Corporation and Canadian Western Bank. On December 31, 2018, Mr. Phillips retired as the Chairman and a director of Maxar Technologies Ltd. (formerly known as MacDonald Dettwiler & Associates Ltd.) and, on January 1, 2019, became a director of Maxar Technologies Inc., its new U.S. parent company. Mr. Phillips has indicated that he will be retiring from the board of Maxar Technologies Inc. in May 2020 (see “Our Corporate Governance Policies and Procedures – Serving on Other Boards” on page 47). In February 2008 Mr. Phillips was designated by the Board to serve as Lead Director and in that capacity he serves as Chair of the Governance & Nominating Committee. Mr. Phillips is also a member of the Human Resources & Compensation Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Forestry/Manufacturing Executive Compensation Governance

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		47,049,724		2,179,631		96

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JANICE G. RENNIE Director since April 28, 2004   Age: 62   Janice G. Rennie resides in Edmonton, Alberta, Canada. Ms. Rennie earned a Bachelor of Commerce Degree from the University of Alberta. She is a Fellow Chartered Accountant and a Fellow of the Institute of Corporate Directors and is currently a corporate director. From September 7, 2004 to September 9, 2005 she was the Senior Vice-President, Human Resources and Organizational Effectiveness of EPCOR Utilities Inc., a provider of energy, water and energy-related services and products that is solely owned by the City of Edmonton, on whose board she previously served for over 10 years and rejoined as a director in 2017 and currently serves as the Chair of its board. She is a director of the following public corporations: Major Drilling Group International Inc. and Methanex Corporation (see “Our Corporate Governance Policies and Procedures – Serving on Other Boards” on page 47). Ms. Rennie was formerly a director of Teck Resources Ltd. and West Jet Airlines Ltd. Ms. Rennie is a member of the Audit Committee, the Human Resources & Compensation Committee and the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Financial Literacy Executive Compensation Governance Human Resources

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		47,363,724		1,865,631		96

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GILLIAN D. WINCKLER Director since April 19, 2017   Age: 57   Gillian D. Winckler resides in Vancouver, B.C., Canada. Ms. Winckler is a former mining and business executive with over 25 years of diversified experience in the metals and mining industry and the financial sector. Ms. Winckler spent 16 years with BHP Billiton in London, England and Vancouver, Canada where she was involved with corporate and divisional strategy, mergers and acquisitions, divestments, exploration as well as project evaluation and development. Upon leaving the company she joined Coalspur Limited, a thermal coal development company listed in Canada and Australia, as its Chief Executive Officer and President. Ms. Winckler held this position, as well as Chief Financial Officer for a brief period, for three years until the company was acquired in June 2015. Prior to the mining industry, Ms. Winckler spent five years as a corporate financier in South Africa and London and five years in the auditing profession. Ms. Winckler is a Chartered Accountant (South Africa), with a BSc and BComm (Hons) obtained in South Africa. Ms. Winckler currently is a director of Pan American Silver Corp., whose common shares are listed for trading on the Toronto Stock Exchange and The NASDAQ Stock Market, and a director of FLSmidth & Co. A/S, a Danish engineering company whose shares are listed on The NASDAQ OMX Exchange Copenhagen. Ms. Winckler is a member of the Audit Committee, the Health, Safety & Environment Committee and the Governance & Nominating Committee.   Key Areas of Expertise and Experience:

Senior Executive/Strategic Leadership Financial Literacy Governance Human Resources

Voting results of 2019 annual general meeting:
	Votes for		Votes withheld		% Votes For
Number of votes		49,054,631		174,724		99

Each nominee has consented to act as a Director of West Fraser if elected. We do not contemplate that any proposed nominee will be unable to serve as a Director, but if for any reason that occurs before the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

Board Renewal

The Board recognizes the need for and benefits of introducing new and diverse characteristics and perspectives at the Board level, and it also understands the importance of having continuity of institutional and industry knowledge and experience. The Company’s Board renewal process is designed to achieve and maintain a balance between those considerations.

The Governance & Nominating Committee (“Governance Committee”) is responsible for identifying new candidates to stand as nominees for election or appointment as Directors to our Board. In identifying potential Director candidates, the Governance Committee takes into account a broad variety of factors it considers appropriate, including skills, independence, financial acumen, Board dynamics and personal characteristics. In addition, the Governance Committee considers diversity in perspective arising from personal, professional or other attributes and experiences when identifying potential director candidates. Desirable individual characteristics of nominees include integrity, credibility, the ability to generate public confidence and maintain the goodwill and confidence of our Shareholders, sound and independent business

- 22 -

judgment, general good health and the capability and willingness to travel to, attend and contribute at Board functions on a regular basis. Background checks, as appropriate, are completed prior to nomination.

In 2015, the Governance Committee implemented the first phase of the Company’s Board renewal process by searching for and identifying two suitable candidates for nomination as Directors. As part of this process, the Governance Committee engaged an outside search firm and also sought input and advice from current Directors and our executive management. The major criteria adopted by the committee for candidates were: (a) chief executive officer experience; (b) experience in a cyclical, capital-intensive industry; (c) strong strategic thinker; and (d) representing diverse background and experience.

As a result of this process, in 2016 Reid Carter and John Floren were identified as nominees to the Board and they were elected as Directors at the 2016 annual general meeting.

In 2016, the Governance Committee implemented the second phase of the Company’s Board renewal process through continuing efforts to search for and identify additional suitable candidates. As a result, the Governance Committee identified Brian Kenning and Gillian Winckler as important additions to the Board and they were elected as Directors at the 2017 annual general meeting. Additionally, as part of the second phase of this process, Clark Binkley, Duncan Gibson and Harald Ludwig retired and did not stand for re-election as Directors.

To enhance the Board renewal process, the Company has implemented a robust performance review process and employs a skills matrix to identify skills or experience gaps.

Performance Reviews

The Governance Committee regularly, and not less frequently than annually, reviews the performance of the Board and its Committees. This review has been conducted by way of formal questionnaire and report and by informal interviews and discussions led by the Chairman or the Lead Director. The Board performance review also includes a “peer” or individual director review process. To date no significant problem with respect to performance of the Board, any Committee or any individual director has been identified.

Skills Matrix

The Governance Committee uses a skills matrix to assist in the process of identifying suitable additions to the Board. The Governance Committee reviews a matrix that sets out the various skills and experience considered to be desirable for the Board to possess in the context of the Company’s strategic direction. The Governance Committee then assesses the skills and experience of each current Board member against this matrix. When completed, the matrix helps the Governance Committee identify any skills or experience gaps and provides the basis for a search to be conducted for new Directors to fill any gaps.

Following is a skills matrix that sets out the skills or experience that the Governance Committee has targeted for Directors as well as the Governance Committee’s determination of the Directors who have such skills or experience.

Skills and Experience	Target Number of Non-Management Directors
Senior executive/Strategic leadership	4
Financial literacy	4
Forestry/Manufacturing	3
Risk management	4
Capital markets	3

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Skills and Experience	Target Number of Non-Management Directors
Government relations	2
Executive compensation	4
Governance	4

The skills and experience of each Director is set out in the table under the heading “Information Regarding Nominees for Election as Directors” starting on page 16. The Board is of the view that the minimum target levels have been achieved by the current Board and will be achieved assuming all nominees described above are elected at the Meeting.

Board Tenure

The Company does not have term limits for its Directors as the Board is of the view that term limits are arbitrary and can result in the removal or exclusion of valuable and experienced Directors solely because of length of service. For similar reasons, in September 2016, the Board considered the continued use of an age limitation for Directors and determined that its continuation was no longer appropriate nor in the best interests of the Company. The Board believes that arbitrary age or term limits can be detrimental to the Company by excluding experienced and valuable candidates with the accompanying loss of continuity and institutional knowledge. Such belief is consistent with the positions of a number of governance and advisory groups.

The decision to not have term limits and to eliminate the age limitation was based upon the Board’s belief that Directors should be assessed on their ability to make meaningful contributions. The Company undertakes regular and rigorous reviews of Board, Committee and Director performance and skills as part of evaluating the overall performance of the Board and the contributions made by each Director. The Company’s annual performance review and skills assessment is a more meaningful way to evaluate and assess Director performance, and a more effective way to maintain an appropriate balance between the benefits of new and diverse characteristics and perspectives and ensuring there is continuity of institutional and industry knowledge and experience. The Board has demonstrated the effectiveness of its approach.

Over the past four years the Company identified and added four new Board members and three of its longer serving Board members retired, along with Ted Seraphim who retired as our CEO and as a director in 2019. The Board is composed of members with an appropriate mix of Directors who are new to the Company and who bring fresh perspectives, and those with institutional knowledge and experience.

The following table shows the tenure of our current Directors standing for re-election at the meeting:

Board Tenure
Tenure	Number of Directors		% of Directors
1 to 5 years		6		60	%
6 to 10 years		1		10	%
11 years and over		3		30	%

These Directors have an average tenure of approximately 9.4 years.

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Director Compensation

The Human Resources & Compensation Committee (the “HR&C Committee”) regularly reviews our Director compensation policy and, following a review in December 2018 of director compensation programs of our peers, approved a number of changes to Director compensation, effective January 1, 2019. The Board adopted a fixed fee Director compensation structure, which consists of the following:

Annual base retainer	$	85,000	1
Annual equity retainer	$	85,000 in DS Units
Annual Committee Chairman retainer2	$	10,000 per Committee
Lead Director annual retainer3	$	50,000
Chairman annual retainer4	$	295,000

1. Each Director may elect once each year that up to 100% of the annual base retainer and other retainers be paid in DS Units.

2. For each of the Audit Committee, Health, Safety & Environment Committee and the Human Resources & Compensation Committee.

3. For the Lead Director and Chairman of Governance & Nominating Committee.

4. Exclusive of annual base and equity retainers.

Directors are not paid separate meeting fees or fees for Committee membership and are not provided a travel allowance. The Committee believes that this compensation structure is consistent with current governance best practices and emphasizes that the role of a corporate director is not confined to attendance and participation at meetings. Directors are reimbursed for out-of-pocket expenses incurred in attending meetings of the Board or Committee meetings or otherwise on Company business.

Under our Equity Holding Requirements Policy, the minimum shareholding requirement for each Director is a multiple of three times the aggregate of a Director’s annual base retainer and annual equity retainer, as described in further detail on page 40 under “Minimum Equity Holding”. If a Director’s equity ownership exceeds such threshold, that Director has the right to elect to receive cash in lieu of his or her annual equity retainer payable in DS Units.

Annual non-equity retainers are paid in monthly instalments.

After April 19, 2016, when Mr. Ketcham relinquished his role as Executive Chairman, his annual Chairman retainer was established in the amount of $295,000 for his role as Chairman of the Board, exclusive of all annual director base and equity retainers.

The Company has a DSU Plan which provides a structure for Directors to accumulate an equity-like holding in the Company. The DSU Plan allows Directors to participate in our growth by providing a deferred payment based on the value of a Common share at the time of redemption. Each Director may elect to receive up to 100% of annual retainers in DS Units and must receive DS Units in payment of the annual equity retainer, unless the Director has achieved the minimum shareholding requirement and elected to receive cash in lieu of DS Units in payment of the annual equity retainer (see “Minimum Equity Holding” on page 40). The DS Units are issued based on the weighted average trading price of the Common shares on the Toronto Stock Exchange (the “TSX”) during the five trading days prior to their issue. Additional DS Units are issued to take into account the value of dividends paid on Common shares from the date of issue to the date of redemption. DS Units are redeemable only after a Director retires, resigns or otherwise leaves the Board and has ceased to fulfill any other role as an officer or employee of the Company. A holder of DS Units may on redemption elect to redeem DS Units in cash or in Common shares, or a combination of cash and Common shares. The redemption value for each DS Unit a director has elected be redeemed in cash is the weighted average of the trading price on the TSX of a Common share over the last five trading days ending on the date of redemption. DS Units qualify as equity for the purposes of the minimum equity holding requirement for Directors.

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The Company has a Directors’ Share Compensation Plan (the “Compensation Plan”), the purpose of which is to enable each Director to participate in our growth by receiving Common shares in lieu of cash for services performed as Directors. Under the Directors’ Compensation Plan, Common shares are issued after each quarter at a price per share equal to the weighted average of the trading price for the Common shares on the TSX for the last five trading days in the quarter. No Common shares were issued to Directors during 2019 under the Directors’ Compensation Plan.

Total Director Compensation

2019

Name

Fees earned1 ($)

Share- based awards2 ($)

Option- based awards ($)

Non-equity incentive plan compensation ($)

Pension value ($)

All other compensation ($)

Total ($)

Hank Ketcham

380,000

85,000

3

Nil

Nil

Nil

Nil

465,000

Reid E. Carter

95,000

85,000

Nil

Nil

Nil

Nil

180,000

John N. Floren

95,000

85,000

Nil

Nil

Nil

Nil

180,000

Brian Kenning4

91,861

85,000

Nil

Nil

Nil

Nil

176,861

John K. Ketcham

85,000

85,000

Nil

Nil

Nil

Nil

170,000

Gerry Miller

85,000

85,000

Nil

Nil

Nil

Nil

170,000

Robert L. Phillips4

138,139

85,000

Nil

Nil

Nil

Nil

223,139

Janice G. Rennie

85,000

85,000

3

Nil

Nil

Nil

Nil

170,000

Gillian Winckler

85,000

85,000

Nil

Nil

Nil

Nil

170,000

1. Represents total earned during 2019 other than the annual equity retainer which is included in the Share-based awards column of this table. These amounts were paid either in cash or DS Units as described in the following chart.

2. DS Units granted at the end of each quarter in payment of the annual equity retainer are valued based on the weighted average trading price of the Common shares on the TSX on the last five trading days of the quarter.

3. This amount was paid in cash rather than DS Units given that the individual director achieved the Minimum Equity Holding (see page 40) and elected to receive cash.

4. Reflects payment of a portion of the annual HR&C Committee Chairman retainer. Mr. Phillips was Chairman of this Committee until the annual general meeting on April 23, 2019 and Mr. Kenning was appointed Chairman immediately following this annual general meeting.

Payment of 2019 Compensation

Name	Cash		DS Units1
Hank Ketcham	$	465,000		Nil	2
Reid E. Carter		Nil	$	180,000
John N. Floren	$	95,000	$	85,000
Brian Kenning	$	91,861	$	85,000
John K. Ketcham	$	85,000	$	85,000
Gerry Miller	$	85,000	$	85,000
Robert L. Phillips	$	138,139	$	85,000
Janice G. Rennie	$	170,000		Nil	2
Gillian Winckler	$	70,000	$	100,000

1. DS Units are granted quarterly based on the weighted average trading price of the Common shares on the Toronto Stock Exchange for the last five trading days of the quarter.

2. This amount was paid in cash rather than DS Units given that the individual director achieved the Minimum Equity Holding (see page 40) and elected to receive cash.

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Direct and Indirect Share and Other Holdings of Current Directors

(as at March 31, 2020 and February 15, 2019)

	Shares1				Share Purchase Options				DS Units
	2020		2019		2020		2019		2020		2019
Hank Ketcham2, 3		395,896		395,896		229,225		347,755		Nil		Nil
Reid E. Carter		Nil		Nil		Nil		Nil		8,272		3,524
Ray Ferris4		37,722		19,599		163,720		119,085		Nil		Nil
John N. Floren		Nil		Nil		Nil		Nil		5,793		3,524
Brian G. Kenning		1,200		1,200		Nil		Nil		4,022		1,779
John K. Ketcham		991,000		991,100		Nil		Nil		7,280		4,991
Gerry Miller		8,142		8,142		Nil		Nil		12,633		10,268
Robert L. Phillips		10,000		10,000		Nil		Nil		14,729		12,334
Janice G. Rennie		1,000		1,000		Nil		Nil		20,184		19,899
Gillian D. Winckler		1,750		1,750		Nil		Nil		4,414		1,779

1. Includes Common and Class B Common shares.

2. Does not include 5,662,718 Common shares and 1,743,228 Class B Common shares held by Ketcham Investments, Inc.

3. Mr. Ketcham held nil RS Units and nil PS Units as of March 31, 2020 and February 15, 2019.

4. Mr. Ferris held 2,040 RS Units and 26,265 PS Units as of March 31, 2020 and 5,250 RS Units and 14,420 PS Units as of February 15, 2019.

As at March 31, 2020, based on the closing price on the TSX (the “Closing Price”) of $26.84, the total value of all shares, exercisable options and DS Units held by each current Director is as follows:

Value of Shares, Exercisable Options and DS Units Held as at March 31, 2020.

Name	Shares ($)	Exercisable Options ($)	DS Units ($)	Total Value ($)
Hank Ketcham	10,625,849	425,009	Nil	11,050,858
Reid E. Carter	Nil	Nil	222,020	222,020
Ray Ferris1	1,012,458	Nil	Nil	1,012,458
John N. Floren	Nil	Nil	155,484	155,484
Brian G. Kenning	32,208	Nil	107,950	140,158
John K. Ketcham	26,598,440	Nil	195,395	26,793,835
Gerry J. Miller	218,531	Nil	339,070	557,601
Robert L. Phillips	268,400	Nil	395,326	663,726
Janice G. Rennie	26,840	Nil	541,739	568,579
Gillian D. Winckler	46,970	Nil	118,472	165,442

1. Mr. Ferris’s 2,040 RS Units and 26,265 PS Units would have a total value of $759,706.

VOTING SECURITIES, PRINCIPAL SHAREHOLDERS AND NORMAL COURSE ISSUER BID

As of April 2, 2020, a total of 66,385,045 Common shares and 2,281,478 Class B Common shares were issued, each carrying the right to one vote. Our Class B Common shares are equal in all respects to our Common shares and are exchangeable on a one for one basis for Common shares. Our Common shares are listed for trading on the TSX while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

The Directors have fixed the close of business on April 2, 2020 as the record date for the Meeting, being the date for the determination of the registered holders of Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

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To the knowledge of the Directors and the Named Executive Officers (as defined in this Circular), the only persons who, as at April 2, 2020, beneficially owned or exercised control or direction over, directly or indirectly, Shares carrying more than 10% of the voting rights attached to any class of our voting securities are as follows:

Name of Beneficial Holder	Title of Class	Amount Beneficially Owned or Controlled		% of Class		% of Total Votes
Ketcham Investments, Inc.1	Common Class B Common		5,662,718 1,743,228		8.5 76.4		8.2   2.5 10.7
Tysa Investments, Inc.2	Class B Common		333,066		14.6		0.5
Great Pacific Capital Corp.3	Common		9,189,900		13.8		13.4

1. Ketcham Investments, Inc. is controlled by the family of Henry H. Ketcham, our Chairman.

2. Tysa Investments, Inc. is controlled by William P. Ketcham, one of our former directors. We do not have information concerning all of the holdings of Common shares of Tysa Investments, Inc.

3. Based on public filings on SEDI and SEDAR as at March 18, 2020. Includes Common shares owned or controlled by Great Pacific Capital Corp. and its affiliate Great Pacific Financial Services Ltd. The Company is not aware of any changes in holdings since March 18, 2020. Great Pacific Capital Corp. and its affiliate Great Pacific Financial Services Ltd. are controlled by James A. Pattison.

On September 17, 2018 the Company announced it renewed its normal course issuer bid to acquire up to 5,524,048 Common shares for cancellation, representing approximately 10% of the public float as at September 11, 2018, from commencement of the bid on September 19, 2018 until its expiry on September 18, 2019. Under this bid, from September 19, 2018 to September 18, 2019 we repurchased 3,408,836 Common shares for cancellation under this bid at an average price of approximately $69.45.

On September 17, 2019, the Company announced it further renewed its normal course issuer bid to acquire up to 3,318,823 Common shares for cancellation, representing approximately 5% of the issued and outstanding Common shares of the Company as of September 11, 2019, from commencement of the bid on September 20, 2019 until its expiry on September 19, 2020. Under this bid, from September 20, 2019 to March 31, 2020, there were no Common shares repurchased for cancellation. Under these bids, during the year ended December 31, 2019, we repurchased 1,178,400 Common shares for cancellation at an average price of approximately $68.30.

Shareholders may obtain a copy of the notices filed with the TSX in relation to the normal course issuer bid, free of charge, by contacting the Chief Financial Officer of West Fraser at (604) 895-2700 or by email at shareholder@westfraser.com.

APPOINTMENT OF THE AUDITOR

Our current Auditor is PricewaterhouseCoopers LLP, Chartered Professional Accountants, of 700 - 250 Howe Street, Vancouver, B.C. PricewaterhouseCoopers LLP has been our Auditor for more than five years.

The Auditor is appointed by the Shareholders, performs its role as the Auditor of our annual financial statements on their behalf, and reports the results of the audit to them. In order to assure the Shareholders that the audit is effective, the Auditor is required to confirm to the Audit Committee its independence from our management in connection with the audit. PricewaterhouseCoopers LLP has confirmed its independence from our management in connection with the audit of the consolidated financial statements for the period ending December 31, 2019.

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All services provided by the Auditor are subject to the pre-approval of the Audit Committee through established procedures and a written policy. Management provides regular updates to the Audit Committee of the services that the Auditor undertakes on the Company’s behalf.

During 2019, the Audit Committee met with the Auditor and members of management to review the overall scope and specific plans for the audit of our consolidated financial statements. In addition, the Auditor was engaged to review our unaudited quarterly consolidated financial statements and earnings releases and discussed these with management and the Audit Committee during the relevant quarters. Representatives of the Auditor meet with the Audit Committee in the absence of management representatives as part of each regularly scheduled meeting of the Audit Committee.

The Auditor, the Audit Committee and management maintain regular and open communications regarding the audit of our financial statements. No disagreement arose among the Auditor, the Audit Committee and our management on any matter affecting the audit of our financial statements.

For additional information concerning the Audit Committee and its members see “Audit Committee” in the Company’s Annual Information Form for the year ended December 31, 2019, which forms part of our 2019 Annual Report and is available at www.sedar.com under the Company’s profile.

ADVISORY RESOLUTION ON THE COMPANY’S APPROACH TO EXECUTIVE COMPENSATION (SAY ON PAY)

Our executive compensation philosophy, policies and programs are based on the fundamental principle of pay-for-performance to align the interests of our executives with those of our Shareholders. This compensation approach allows us to attract and retain high-performing executives who will be strongly incentivized to create value for our Shareholders on a sustainable basis. As a Shareholder you are asked to consider and approve the following resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the Shareholders accept the approach to executive compensation disclosed in the Company’s information circular delivered in advance of the 2020 annual meeting of Shareholders of the Company.

Because your Say on Pay vote is advisory, it will not be binding upon the Board. However, the Human Resources & Compensation Committee of the Board will review and analyze the results of the vote and take into consideration such results when reviewing executive compensation philosophy, policies and programs. The Board confirms that the Company’s current practices achieve substantially the same results as the Canadian Coalition for Good Governance’s (CCGG) “Say on Pay” Policy for Boards of Directors released in September 2010.

The management proxyholders intend to vote FOR the approval of the advisory resolution on executive compensation, except in relation to Shares held by a Shareholder who instructs otherwise.

RESOLUTION TO RATIFY AND APPROVE THE SHAREHOLDER RIGHTS PLAN

The Company adopted the Rights Plan effective April 9, 2020. Notice for filing of the Rights Plan has been accepted by the TSX and the Rights Plan is subject to ratification by Shareholders. At the Meeting, you will be asked to consider and, if deemed advisable, pass a resolution, ratifying and approving the Rights Plan. The Rights Plan must be approved by a resolution of: (i) a simple majority of 50% plus one vote of the votes cast by Shareholders, whether in person or by proxy, at the Meeting; and (ii) a simple majority of 50% plus one vote of the votes cast by the Independent Shareholders (as defined in the Rights Plan), whether

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in person or by proxy, at the Meeting. As of the record date for the Meeting, based on publicly available information, to the knowledge of the Company there are no holders of Common shares that are not Independent Shareholders. If the Rights Plan is not approved at the Meeting, the Rights Plan will terminate at the end of the Meeting. If the Rights Plan is approved at the Meeting, it will remain in effect and will next require reconfirmation by Shareholders at the 2023 annual meeting of the Shareholders. The Rights Plan must be re-approved by Independent Shareholders at every third annual meeting of the Shareholders. A summary of the Rights Plan is included below and a complete copy of the Rights Plan is attached to this Circular as Schedule “A”.

Purpose

The Company believes it is appropriate to adopt the Rights Plan to protect Shareholders. A rights plan is an effective device to deter accumulations of controlling blocks of shares and maximize leverage regarding the timing and outcome of an unsolicited take-over bid. The basic objectives of the Rights Plan are to deter abusive tactics by making them unacceptably expensive to the unsolicited bidder and to encourage prospective acquirors to negotiate with the Board rather than to attempt an unsolicited hostile take-over or a creeping bid or accumulation of control (including negative control).

The Rights Plan limits acquisitions by a Shareholder or a group acting jointly or in concert that would result in the ownership or control of 20% or more of the issued and outstanding Common shares through means that are exempt from the formal take-over bid rules and to provide Shareholders with an equal opportunity to participate in a take-over bid and receive full and fair value for their shares. To accomplish this, the Rights Plan provides for the issuance to all holders of Common shares of Rights to acquire additional Common shares at a significant discount to the then-prevailing market price, which could, in certain circumstances, become exercisable by all holders of Common shares other than the potential acquiror and its joint actors. The terms of the Rights Plan are substantially similar to the terms of rights plans adopted recently by other substantial Canadian issuers. Holders of Class B Common shares will be issued Rights if those shares are converted to Common shares prior to the Separation Time (as defined below).

The Rights Plan encourages a potential acquiror who makes a take-over bid to proceed either by way of a Permitted Bid (described below), which generally requires a take-over bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board. If a take-over bid fails to meet these minimum standards and the Rights Plan is not waived by the Board, the Rights Plan provides that holders of Common shares, other than the acquiror and its joint actors, will be able to purchase additional Common shares at a significant discount to market, thus exposing the person acquiring shares to substantial dilution of its holdings.

As at the date hereof, West Fraser is not aware of any pending or threatened take-over bid for the Company and approval of the Rights Plan is not being proposed in response to or in anticipation of any pending or threatened take-over bid, nor to deter take-over bids generally.

In approving the Rights Plan, the Company and the Board considered the existing legislative framework governing take-over bids in Canada. The Canadian Securities Administrators (the “CSA”) adopted amendments to that framework in 2016 that, among other things, lengthen the minimum bid period to 105 days (from the previous 35 days), require that all non-exempt take-over bids meet a minimum tender requirement of more than 50% of the outstanding securities held by shareholders other than the offeror, its affiliates and persons acting jointly or in concert with the offeror, and require a 10-day extension after the minimum tender requirement is met. A target issuer has the ability to voluntarily reduce the minimum bid period to not less than 35 days and the minimum bid period may be reduced due to the existence of certain competing take-over bids or alternative change in control transactions.

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As the legislative amendments do not apply to exempt take-over bids, there continues to be an important role for rights plans in protecting Canadian public companies and preventing the unequal treatment of shareholders.

Rights plans continue to be adopted to address the following concerns:

(i) Protecting against “creeping bids” (the accumulation of 20% or more of shares through purchases exempt from Canadian take-over bid rules, such as (a) purchases from five or fewer shareholders under private agreements at a premium to the market price (not to exceed 115% of the market price, including brokerage fees and commissions), and not available to all shareholders, (b) acquiring control or effective control through the accumulation of shares over a stock exchange or other published market without paying a control premium (known as the 5% ordinary course purchase exemption), or (c) through other transactions outside of Canada that may not be jurisdictionally subject to Canadian take-over bid rules), and requiring the bid to be made to all shareholders; and

(ii) Preventing a potential acquiror from entering into lock-up agreements with existing shareholders prior to launching a take-over bid, except for permitted lock-up agreements as specified in the Rights Plan. This prevents the use of “hard” lock-up agreements by offerors whereby existing shareholders commit to tender their shares to an offeror’s take-over bid in lock-up agreements that are either irrevocable or revocable but subject to restrictive termination conditions. Such agreements could have the effect of deterring other potential bidders from bringing forward competing bids, particularly where the number of locked-up shares would make it difficult or unlikely for a competing bidder’s bid to achieve the 50% minimum tender requirement imposed by the take-over bid rules.

In recent years, unsolicited take-over bids have been made for a number of Canadian public companies, many of which had shareholder rights plans. We believe this demonstrates that the existence of a shareholder rights plan does not prevent the making of an unsolicited bid. Further, in a number of these cases, a change of control ultimately occurred at a price in excess of the original offer price. There can be no assurance, however, that the Rights Plan would serve to bring about a similar result.

The Rights Plan does not preclude any Shareholder from using the proxy mechanism of the BCBCA, the Company’s governing corporate statute, to promote a change in the management or direction of the Company, and will have no effect on the rights of Shareholders to requisition a meeting of Shareholders in accordance with the provisions of applicable legislation.

The Rights Plan is not expected to interfere with the day-to-day operations of the Company. Neither the existence of the outstanding Rights nor the issuance of additional Rights in the future will in any way alter the financial condition of the Company, impede its business plans or alter its financial statements. In addition, the Rights Plan is initially not dilutive. However, if a Flip-in Event (described below) occurs and the Rights separate from the Common shares as described below, reported earnings per share and reported cash flow per share on a fully diluted or non-diluted basis may be affected. In addition, holders of Rights not exercising their Rights after a Flip-in Event may suffer substantial dilution.

The Rights Plan provides that holders of Common shares may tender to take-over bids that meet the Permitted Bid criteria. Furthermore, even in the context of a take-over bid that does not meet the Permitted Bid criteria, the Board is always bound to consider any take-over bid for the Company and consider whether or not it should waive the application of the Rights Plan in respect of such bid. In discharging such

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responsibility, the Board will be required to act with a view to the best interests of the Company and the adoption of the Rights Plan does not affect the duty of the Board to do so.

Review

As part of the review of the Rights Plan, the Company and the Board considered matters including (i) developments in shareholder rights plans and securities legislation since the amendments to the take-over bid regime were adopted in 2016, (ii) the terms and conditions of rights plans recently adopted by other substantial Canadian public companies, (iii) recent experience involving rights plans in the context of take-over bids, and (iv) the commentary of the investment community on these plans. The Company and the Board are satisfied that the Rights Plan is consistent with the latest generation of Canadian rights plans.

Adoption and Approval

The Rights Plan became effective on April 9, 2020 upon approval and adoption by the Board. Notice for filing of the Rights Plan has been accepted by the TSX and, under the rules of the TSX, the Rights Plan is subject to ratification by the Shareholders. The TSX requires that a rights plan must be ratified by shareholders at a meeting held within six months following the adoption of the plan. Pending Shareholder ratification, the Rights Plan will remain in effect so that its intent is not circumvented prior to the Meeting. All Shareholders will be permitted to vote on ratification and approval of the Rights Plan, other than those holders of Common shares who are not Independent Shareholders.

Shareholders will be asked at the Meeting to consider and, if deemed advisable, to ratify and approve the adoption of the Rights Plan. The Rights Plan has a term of nine years subject to approval of its continuance by the Shareholders at the annual meetings of the Company in 2023 and 2026. Failing confirmation at the 2020 meeting, and reconfirmation in 2023 and 2026 as required under the Rights Plan, the Rights Plan and all outstanding Rights (defined below) thereunder will terminate.

Issue of Rights

One Right was issued and attached to each Common share outstanding when the Rights Plan was adopted on April 9, 2020, and will attach to each Common share issued prior to the earlier of the Separation Time (as defined below) and the expiration time (the “Expiration Time”) of the Rights Plan.

Rights Exercise Privilege

The Rights will separate from the Common shares and will be exercisable for 10 trading days (the “Separation Time”) after a person has acquired, or commences an offer to acquire, 20% or more of the Common shares, other than by an acquisition pursuant to a take-over bid permitted by the Rights Plan (a Permitted Bid (defined below)). The acquisition by any person (an “Acquiring Person”) of more than 20% of the Common shares, other than by way of a Permitted Bid, is referred to as a “Flip-in Event.” Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each Right (other than those held by the Acquiring Person) will permit the purchase of Common shares in an amount equal to five times the market price per Common share determined as of the Separation Time. For instance, if the market price at the Separation Time is $32 it would translate to an exercise price of $160 and entitle the holder to acquire Common shares worth $320.

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Certificates and Transferability

Prior to the Separation Time, the Rights will be evidenced by the applicable certificates for Common shares or by the applicable book entry form registration for the associated Common shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common shares issued from and after adoption of the Rights Plan on April 9, 2020 and will not be transferable separately from Common shares. From and after the Separation Time, the Rights will be evidenced by Rights certificates, which will be transferable and traded separately from the Common shares.

Permitted Lock-up Agreements

The Rights Plan requires that a person making a take-over bid must structure any lock-up agreement so as to provide reasonable flexibility to the Shareholder in order to avoid being deemed the beneficial owner of the Common shares subject to the lock-up agreement and potentially triggering the provisions of the Rights Plan.

Under the Rights Plan, a person will not be deemed to “beneficially own” any security where the holder of such security has agreed to deposit or tender such security pursuant to a “Permitted Lock-up Agreement”.

A Permitted Lock-up Agreement is essentially an agreement between a person and one or more holders of Common shares pursuant to which each locked-up person agrees to deposit or tender Common shares to the locked-up bid and which further (i) permits the locked-up person to withdraw their Common shares in order to deposit or tender the Common shares to another take-over bid or support another transaction at a price or value that exceeds the price under the lock-up bid; or (ii) permits the locked-up person to withdraw their Common shares in order to deposit or tender the Common shares to another take-over bid or support another transaction at an offering price that exceeds the offering price in the locked-up bid by as much as or more than a specified amount and that does not provide for a specified amount greater than 7% of the offering price in the lock-up bid.

Permitted Bid Requirements

The Rights Plan is “triggered” when a person acquires or announces its intention to acquire 20% or more of the Common shares, unless the take-over bid has been conducted in accordance with a stringent set of requirements outlined in the Rights plan (a “Permitted Bid”) or the Rights Plan is waived by the Board.

The requirements for a Permitted Bid include the following:

• The take-over bid must be made to all holders of record of Common shares;

• The take-over bid must contain an irrevocable and unqualified condition that no Common shares will be taken up or paid for:

• prior to the close of business on a date that is not less than 105 days following the date of the bid, or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of National Instrument 62-104 - Take-Over Bids and Issuer Bids (“NI 62-104”) for which a take-over bid (that is not exempt from any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for deposits of securities thereunder, in the applicable circumstances at such time, pursuant to NI 62-104, and

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• unless, at the close of business on the date Common shares are first taken up or paid for under such bid, more than 50% of the then outstanding Common shares held by Independent Shareholders shall have been tendered or deposited pursuant to the bid and not withdrawn;

• Unless the take-over bid is withdrawn, shares may be tendered or deposited at any time during the period in which the take-over bid must remain open in accordance with the requirements of NI 62-104, and any shares tendered or deposited pursuant to the take-over bid may be withdrawn until taken up and paid for (subject to certain exceptions in the case of a partial take-over bid in accordance with the requirements of NI 62-104); and

• If a majority of the outstanding Common shares held by Independent Shareholders have been tendered or deposited and not withdrawn as described above, the offeror must make a public announcement of that fact and the take-over bid must be extended for a period of not less than 10 days from the date of such public announcement.

The Rights Plan allows for a competing Permitted Bid (a “Competing Permitted Bid”) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid, except that the minimum deposit period may be shorter as prescribed by NI 62-104.

Under the Rights Plan, “Independent Shareholders” means holders of any Common shares, other than (i) any Acquiring Person; (ii) any offeror (other than any person who is not deemed to beneficially own the Common shares held by such person); (iii) any affiliate or associate of any acquiring person or offeror; (iv) any person acting jointly or in concert with any acquiring person or offeror; and (v) any employee benefit plan, stock purchase plan, deferred profit sharing plan and any similar plan or trust for the benefit of employees of West Fraser or a subsidiary of West Fraser, unless the beneficiaries of the plan or trust direct the manner in which the Common shares are to be voted or withheld from voting or direct whether the Common shares are to be tendered to a take-over bid.

Waiver and Redemption

The Board may, prior to a Flip-in Event, waive the dilutive effects of the Rights Plan in respect of a particular Flip-in Event resulting from a take-over bid made by way of a take-over bid circular to all holders of Common shares, in which event such waiver would be deemed also to be a waiver in respect of any other Flip-in Event occurring under a take-over bid made by way of a take-over bid circular to all holders of Common shares. The Board may also waive the Rights Plan in respect of a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered such Flip-in Event reduces its beneficial holdings to 20% or less of the outstanding Common shares within 14 days or such other period as may be specified by the Board. With the majority consent of holders of Common shares or Rights holders at any time prior to the occurrence of a Flip-in Event, the Board may redeem all, but not less than all, of the outstanding Rights at a price of $0.00001 each.

Exemptions for investment advisors (for client accounts), managers of mutual funds, trust companies (acting in their capacity as trustees and administrators), statutory bodies managing investment funds (for employee benefit plans, pension plans, insurance plans or various public bodies), registered pension funds, plans or related trusts and their administrators or trustees, and Crown agents or agencies acquiring greater than 20% of the Common shares are exempted from triggering a Flip-in Event, provided that they are not making, or are not part of a group making, a take-over bid.

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Amendment

The Board may amend the Rights Plan with the approval of a simple majority of the votes cast by the Independent Shareholders (or the holders of Rights if the Separation Time has occurred) voting in person or by proxy at a meeting duly called for that purpose. The Board may, without such approval, correct clerical or typographical errors and, subject to such approval at the next meeting of the Shareholders (or holders of Rights, as the case may be), may make amendments to the Rights Plan to maintain its validity due to changes in applicable legislation.

Term

If Shareholders do not approve the Rights Plan at the Meeting, it will terminate at the close of the Meeting. If Shareholders approve the Rights Plan, it must be subsequently reconfirmed by the Independent Shareholders at every third annual meeting following the Meeting. If the Rights Plan is not so reconfirmed or is not presented for reconfirmation at such annual meeting, the Rights Plan and all outstanding Rights thereunder shall terminate and be void and of no further force and effect on and from the date of termination of such annual meeting.

Certain Canadian Federal Income Tax Considerations

The Company will not be required to include any amount in computing the Company’s income for the purposes of the Income Tax Act (Canada) (the “ITA”) as a result of the issuance of the Rights.

Under the ITA, the issuance of Rights to a recipient could be considered as a taxable benefit, the value of which is required to be included in computing the income of a Canadian resident recipient or is subject to withholding tax in the case of a recipient who is not a resident of Canada. In any event, however, no amount in respect of the value of the Rights on issuance is required to be included in computing income, or subject to withholding tax, if the Rights do not have any value at the date of issue. The Company considers that the Rights have negligible value when issued, there being only a remote possibility that the Rights will ever be exercised.

The foregoing does not address the Canadian income tax consequences of other events such as the separation of the Rights from the Common shares, the occurrence of a Flip-in Event or the redemption of Rights. A holder of Rights could be required to include an amount in computing income or be subject to withholding tax under the ITA if the Rights become exercisable or are exercised. A holder of Rights may be subject to tax under the ITA in respect of the proceeds of disposition of such Rights.

This statement is of a general nature only and is not intended to constitute nor should it be construed to constitute legal or tax advice to any particular holder of Common shares. Such shareholders are advised to consult their own tax advisors regarding the consequences of acquiring, holding, exercising or otherwise disposing of their Rights, taking into account their own particular circumstances and any applicable federal, provincial, territorial or foreign legislation.

Recommendation of the Board of Directors

Rights plans have been adopted and reconfirmed by a large number of publicly held companies in Canada. The Rights Plan came into effective on April 9, 2020 upon approval and adoption by the Board. In connection with the adoption of the Rights Plan, the Governance Committee of our Board of Directors, which is composed solely of independent directors, also reviewed the Rights Plan and recommended its approval and adoption to the Board. As part of the process to review and approve the Rights Plan, the

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Governance Committee and the Board considered the objectives to be served by the adoption of such a plan, developments in shareholder rights plans and securities legislation, recent experience involving rights plans in the context of take-over bids, the policies of institutional shareholder proxy advisors on these plans and the terms and method of operation of the Rights Plan and reviewed the Rights Plan for conformity with current practices of Canadian issuers with respect to shareholder rights plan design and determined that the Rights Plan is consistent with the latest generation of Canadian rights plans and is in the best interests of the Company and the Shareholders.

Management and the Board recommend that Shareholders vote FOR the ordinary resolution set forth below. The management proxyholders intend to vote FOR this resolution except in relation to shares held by a Shareholder who instructs otherwise.

Voting Requirements

At the Meeting you will be asked to approve the ordinary resolution set out below. In order to be effective, the resolution to be voted on will require the approval of a simple majority of the votes cast by the Shareholders and a simple majority of the votes cast by the Independent Shareholders. As of the record date for the Meeting, based on publicly available information, to the knowledge of the Company there are no holders of Common shares that are not Independent Shareholders. The Board reserves the right to alter any terms of the Rights Plan prior to its ratification and approval by Shareholders at the Meeting if the Board determines that it would be in the best interests of the Company and its Shareholders to do so in light of any developments subsequent to the date of this Circular. In such circumstance, a news release would be issued and the amended Rights Plan would be filed on SEDAR and presented to Shareholders for approval at the Meeting if the Board determines to amend the Rights Plan, or the Board could determine to not proceed with the Rights Plan at any time prior to the Meeting.

The text of the proposed resolution is as follows:

“BE IT RESOLVED THAT:

1. The shareholder rights plan as set forth in the Shareholder Rights Plan Agreement dated April 9, 2020 between the Company and AST Trust Company (Canada), as set out in Schedule “A” of the Company’s management information circular dated April 16, 2020, and the issuance of all rights issued pursuant to such shareholder rights plan, is hereby ratified, confirmed and approved, and

2. Any one of the officers or directors of the Company be and is hereby authorized for and on behalf of the Company (whether under its corporate seal or otherwise) to execute and deliver all documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determinations to be conclusively evidenced by the execution and delivery of such documents and other instruments or the taking of any such action.”

OUR CORPORATE GOVERNANCE POLICIES AND PROCEDURES

Governance Policy

Our Board of Directors believes that sound governance practices are essential to the effective and efficient operation of the Company and to the enhancement of Shareholder value. We established a corporate

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governance policy (the “Governance Policy”) in 2002 which was updated and re-approved by our Board in 2019. The full text of the Governance Policy may be reviewed on our website at www.westfraser.com.

The following disclosure has been prepared under the direction of our Governance & Nominating Committee and has been approved by the Board.

Chairman of the Board

Hank Ketcham retired from his role as our Executive Chairman effective April 19, 2016 and assumed the position of Chairman of the Board. Hank Ketcham was appointed our Chief Executive Officer and President in 1985 and assumed the role of Chairman of the Board in 1996. In 2012 he relinquished the title of President and on March 1, 2013 Mr. Ketcham retired as our Chief Executive Officer and was designated as our Executive Chairman of the Board. Ted Seraphim was appointed our President on April 19, 2012 and also became our Chief Executive Officer on March 1, 2013. As part of our senior leadership transition plan, Ray Ferris replaced Mr. Seraphim as our President on April 19, 2018 and replaced Mr. Seraphim as our Chief Executive Officer on June 30, 2019.

For his duties as Chairman of the Board, the Board has approved, on the advice of the HR&C Committee, Hank Ketcham’s annual Chairman retainer in the aggregate amount of $295,000 per annum, exclusive of annual director base and equity retainers. As of May 1, 2016, Mr. Ketcham was permitted to elect to receive all or a portion of his compensation in DS Units. Mr. Ketcham ceased to participate in our annual incentive bonus plan after 2014 and ceased to participate in our long-term incentive plans as of January 1, 2016.

The Board has considered the issue of the Chairman’s relationship with management in the context of the need to ensure the Board’s independence from management and has determined that the Chairman is sufficiently aligned with Shareholder interests to ensure Board independence from management. The Chairman is a director and shareholder, and is related to the other directors and shareholders, of Ketcham Investments, Inc., whose shareholdings are described under “Voting Securities, Principal Shareholders and Normal Course Issuer Bid” on page 27. The Board considers that these relationships assure that the interests of the Chairman are closely aligned with Shareholder interests. However, the Board has established the position of Lead Director to ensure that the Board’s independence from management is clear in appearance as well as in fact. The Board has indicated its intention to continue the appointment of a Lead Director until such time as the Board determines that the role is no longer necessary to ensure that the Board’s independence is clear, and its intention is to retain the role of the Lead Director until at least the Company’s annual general meeting in April 2021 (see “Composition of the Board – Independence” on page 44).

Lead Director

Bob Phillips has been our Board’s Lead Director since February 2008. Our Board has stipulated its intention to continue the appointment of a Lead Director until such time as it determines that the role is no longer necessary to ensure that the Board’s independence is clear in appearance as well as in fact, and its intention is to retain the role until at least the Company’s annual general meeting in April 2021. The Lead Director’s role is to focus on enhancing the effectiveness of the Board and to help ensure that it functions in an independent and cohesive fashion. In addition, the Lead Director participates in setting agendas for Board meetings, chairs meetings of the Governance & Nominating Committee of the Board, acts as a liaison between members of the Board and management when necessary, and ensures that the Board has the resources necessary to effectively carry out its functions.

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Governance & Nominating Committee

The Board has established a Governance & Nominating Committee comprised entirely of independent Directors. The mandate of the Committee is summarized later in this Circular under “Committees of the Board” on page 47. The Board, through the Committee, monitors changes to the regulatory, business and investment environments with respect to governance practices and regularly reviews governance issues with a view to ensuring that both our Governance Policy and our actual practice continue to serve the best interests of our Shareholders, employees and other stakeholders. The Committee also focuses on the performance of the President and Chief Executive Officer and on management succession.

Majority Voting Policy

In February 2011, the Board reviewed and adopted a majority voting policy on the recommendation of the Governance & Nominating Committee. The majority voting policy was updated and re-approved by the Board, on the recommendation of the Governance & Nominating Committee, in February 2018 and again in February 2019, and was also reviewed in 2020. Under this policy, a Director who is elected in an uncontested election with more votes withheld than cast in favour of his or her election will be required to tender his or her resignation to the Chairman of the Board. If such a Director refuses to tender his or her resignation, such Director will not be nominated for election the following year. The resignation will be effective when accepted by the Board, and any Director who tenders his or her resignation may not participate in the deliberations of either the Committee or the Board which relate to such Director’s resignation. This policy does not apply to an election that involves a proxy contest.

The Governance & Nominating Committee will convene a meeting and will consider the offer of resignation and make its recommendation to the Board on whether the resignation should be accepted. The Governance & Nominating Committee will generally be expected to recommend to the Board that it accept the resignation, except in exceptional circumstances. The Board expects that resignations will be accepted unless there are exceptional circumstances that warrant a contrary decision. The Board will announce its decision (including the reasons for not accepting any resignation) by way of a news release within 90 days of the date of the shareholders’ meeting at which the election occurred, and a copy of the news release will be provided to the TSX. Management will not re-nominate for re-election any Director who fails to comply with this policy.

In addition, subject to the requirements of the Company’s articles and the BCBCA, in the event a majority of the members of the Governance & Nominating Committee receive a greater number of votes withheld than votes for at their election, the other Directors will appoint a Board committee consisting only of those other Directors and solely for the purpose of considering the tendered resignations and such committee will convene a meeting and recommend to the Board whether or not to accept these resignations.

Advance Notice Policy

Pursuant to the advance notice policy adopted by the Board on February 13, 2014 and subsequently incorporated as an amendment to our Articles following approval by Shareholders on April 29, 2014, any additional Director nominations for the Meeting must have been received by the Company no later than the close of business on April 27, 2020. No such nominations have been received as of the date of this Circular. If no such nominations are received by the Company prior to such date, management’s nominees for election as Directors set forth above will be the only nominees eligible to stand for election at the Meeting. The advance notice provisions provide Shareholders, Directors and management of the Company with a clear framework for nominating Directors. See our Articles on SEDAR at www.sedar.com for the terms of our advance notice provisions.

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Code of Conduct

In 2004 the Board approved a Code of Conduct for the Company and its Directors, officers and employees. The Code sets out expectations for compliance with laws, safety and health, environmental stewardship, discrimination and harassment, conflicts of interest, ethical conduct, fair dealing and other areas.

The Code also establishes a “whistle-blower” procedure for the reporting of potential breaches of the Code. On February 13, 2014 the Board approved amendments to the Code which included provisions prohibiting certain insiders who are subject to minimum shareholding requirements from purchasing financial instruments designed to hedge or offset any decrease in the market value of our Shares, Options or units, and on February 18, 2015 the Board approved amendments, which included additional provisions related to the Company’s commitment to human rights and compliance with anti-bribery laws.

On December 11, 2018 the Board approved further amendments to the Code to: (a) provide that the Code applies to West Fraser’s contractors, consultants, agents and representatives when acting on behalf of West Fraser; (b) emphasize and expand West Fraser’s commitment to environmental stewardship and supporting the communities in which West Fraser operates; (c) bolster our anti-discrimination and anti-harassment policies in order to ensure a work environment free from discrimination and harassment, in particular sexual harassment; (d) expand the anti-bribery and anti-corruption policy both in terms of persons covered and the activities prohibited; and (e) more clearly articulate provisions relating to substance abuse.

In February 2020, the Board approved additional amendments to the Code, to align it with current best practices, to provide protection over confidential personal information and to clarify the Company’s expectations regarding the maintenance of Company records and the participation by employees with internal and external investigations.

The Code includes an acknowledgement with respect to compliance to be confirmed by each Director and each member of management. All Directors, members of management and substantially all salaried employees periodically confirm compliance with the Code of Conduct and any instances of non-compliance are reported to the Board. In 2019, no waivers of the application of the Code of Conduct were requested of, or granted by, the Board. The full text of the Code of Conduct may be viewed on our website at www.westfraser.com.

Charters

The Board has developed and approved formal charters for each of the Audit, Human Resources & Compensation, Governance & Nominating and Health, Safety & Environment Committees as well as formal position descriptions for each of the positions of Chairman of the Board, Lead Director and Chief Executive Officer. The charters of these Committees and position descriptions were reviewed and revised by the Board in 2010.

Subsequently, on December 11, 2018, the Board approved amendments to the position descriptions of Chairman of the Board, Lead Director and Chief Executive Officer. The Chairman of the Board’s general mandate is to ensure the effective and independent conduct of the Board. The Lead Director’s general mandate is to plan and chair meetings of the Governance & Nominating Committee, and the Chief Executive Officer’s general mandate is to implement the Company’s strategic and operating plans and enhance Shareholder value.

On April 23, 2019, the Governance & Nominating Committee Charter was reviewed and re-approved by the Board along with revisions to the Health, Safety & Environment Committee Charter.

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The charter for the Audit Committee was reviewed and revised by the Board in 2017 and was again reviewed and updated in February 2020 to, among other things, provide that the Audit Committee would have oversight responsibility over the information technology, cyber security and information systems risks.

On December 10, 2019, the Board reviewed and re-approved the Human Resources & Compensation Committee Charter. These materials may be viewed on our website at www.westfraser.com.

Minimum Equity Holding

Under our Equity Holding Requirements Policy, the minimum equity holding requirement for Directors is a number of Shares or DS Units having a value of not less than three times a Director’s total annual base and equity retainers. Based on the current retainer amounts this would total $510,000.

Shares and DS Units held by a Director are eligible to be included in determining whether the minimum equity holding requirement has been met (but stock options and PS Units are not eligible). For the purposes of such calculation, Shares and DS Units held by a Director will be valued based on the greater of (1) their original cost or grant date value and (2) the closing price of the Company’s Common shares on the TSX on the date of the information included in the Company’s annual information circular. The Policy requires that all Directors meet the minimum equity holding requirement within five years of election or appointment and, if after any annual valuation of a Director’s equity holdings the value of the Director’s holdings fall below the requirement, the Director will have one year to regain compliance.

If a Director exceeds the minimum equity holding requirement, the Director may elect to receive, in lieu of DS Units, all or a designated portion of his or her annual equity retainer in cash.

For a description of the holdings of the Directors see the chart on page 27. The equity holding requirements for senior executives are described under “Executive Compensation Discussion and Analysis – Report on Executive Compensation – Executive Equity Holding Requirements” on page 59.

Director Equity Holdings

(as at February 14, 2020)

Name	Shares		DS Units		Total		Value1 ($)		Meets Requirement?
Hank Ketcham		395,896		Nil		395,896		25,008,750		Yes
Reid E. Carter		Nil		6,675		6,675		421,660		No	2
Ray Ferris		25,699		Nil		25,699		1,623,406		Yes	3
John N. Floren		Nil		5,039		5,039		318,314		No	2
Brian Kenning		1,200		3,268		4,468		282,244		No	4
John K. Ketcham		991,100		6,527		997,627		63,020,098		Yes
Gerry Miller		8,142		11,879		20,021		1,264,727		Yes
Robert L. Phillips		10,000		13,975		23,975		1,514,501		Yes
Janice G. Rennie		1,000		20,184		21,184		1,338,193		Yes
Gillian Winckler		1,750		3,527		5,277		333,348		No	4

1. Based on the closing price on February 14, 2020 of $63.17. Equity holdings and compliance under the Equity Holding Requirements Policy are valued and assessed annually in February, which corresponds with the annual anniversary of the adoption of this policy.

2. Mr. Carter and Mr. Floren became Directors in 2016 and are permitted to meet the minimum shareholding requirement within five years of their appointment.

3. Mr. Ferris also held 5,250 RS Units as of February 14, 2020 with a value of $331,643 based on the closing price on February 14, 2020 of $63.17.

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4. Mr. Kenning and Ms. Winckler became Directors in 2017 and are permitted to meet the minimum shareholding requirement within five years of their appointment.

Mandate of the Board

Our Board has expressly assumed overall responsibility for the stewardship of the Company, including responsibility for (i) adoption of a strategic planning process and approval of a strategic plan, (ii) identification of the principal risks to our business and implementation of appropriate systems to manage these risks, (iii) succession planning, including appointment, training and monitoring of our senior management, (iv) implementation of a communication policy regarding our disclosure of corporate information, and (v) ensuring the integrity of our internal controls and management information systems including accounting systems.

The Board met five times in 2019, all of which were regularly scheduled meetings. Independent Directors also met without management at every Board meeting in 2019. During the regularly scheduled meetings the Board received, reviewed and contributed to management’s strategic planning and operating and capital plans, taking into account identified business opportunities and business risks. In conjunction with the ongoing planning process, the Board regularly reviews, with management, the strategic environment, the emergence of new opportunities and risks, and the implications for our strategic direction.

The Board has, with the advice of management, identified the principal risks to our business and has overseen management’s establishment of systems and procedures to ensure that these risks are monitored. These systems and procedures provide for the effective management of our manufacturing assets, forest resources and financial resources, and compliance with all regulatory obligations. Management prepares and submits annually to the Board a matrix identifying key short-term and long-term risks together with an analysis of each risk and management’s mitigation strategy. In addition, management regularly reports to the Board on key evolving or new focus risks. The annual risk matrix and the focus risks are reviewed by the Board and consideration is given to any changes in circumstances that could either heighten or diminish the nature of a particular risk. The Board understands that our major risks are associated with safety, the environment, access to raw materials and our product end markets.

The Board receives and reviews regular reports on our operations, including reports dealing with safety and environmental issues.

The Board is responsible for the supervision of our senior management to ensure that our operations are conducted in accordance with objectives set by the Board. All appointments of senior management are approved by the Board. As part of our planning process, succession planning for senior management positions is regularly reviewed and discussed.

Corporate Disclosure Policy

The Board has, as part of our Governance Policy, approved a Corporate Disclosure Policy, which was updated on June 11, 2018, that is intended to ensure that all material information relating to the Company is communicated appropriately to our Shareholders and the public. The Corporate Disclosure Policy also applies to the dissemination of annual and quarterly reports, news releases and environmental reports. The Corporate Disclosure Policy may be viewed on our website at www.westfraser.com. In addition to annual general meetings, meetings are held from time to time each year between management representatives and various investors, investment analysts, credit rating agencies and financial institutions, all of which are governed by the Corporate Disclosure Policy.

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Audit Committee

The Board, through the Audit Committee, is responsible for overseeing the Company’s financial reporting and audit process and requiring that management has designed and implemented and maintains an effective system of internal controls and management information systems. The Audit Committee generally meets twice annually with the Auditor to discuss the annual audit. These meetings are in addition to regular meetings, in which the Auditor participates, during which the Audit Committee reviews and approves certain of our quarterly reports. At regular meetings, the Audit Committee also meets separately and in camera with the Auditor without management and separately and in camera with management without the Auditor. The Audit Committee has complete and unrestricted access to the Auditor.

In 2019 the Audit Committee focused on these key areas:

• reviewing significant accounting and financial reporting issues and assessing the appropriateness of the Company’s financial reports;

• overseeing and assessing the adequacy and effectiveness of the Company’s internal control procedures over annual and interim financial reporting;

• managing the Company’s relationship with the Auditor, through, among other things, a formal review of the performance of the Auditor;

• reviewing with management the adequacy and effectiveness of the Company’s systems for monitoring compliance with financial reporting and disclosure laws, including disclosure controls and procedures;

• oversight of compliance with the Company’s Code of Conduct and the process through which complaints are received and dealt with, including confidential and anonymous submissions and those that are of a sensitive or “whistleblower” nature; and

• identifying and overseeing the principal information technology, cyber security, information security and IT networks and information systems risks of the Company.

In order to provide reasonable assurance that the Company’s financial reporting is complete, fairly presented and employs appropriate accounting principles, the Audit Committee reviews the following documents with management and the Auditor and recommends them to the Board for approval:

• annual financial statements and interim financial reports; and

• the related management’s discussion and analysis of financial performance.

The Audit Committee reviews with management and the Auditor relevant and applicable legal and regulatory developments and the adoption and disclosure of new accounting standards. It also assesses the potential impacts of choosing between accounting alternatives.

Decisions Requiring Prior Approval by the Board

The Board has overall responsibility for the stewardship of the Company. Any responsibility that is not delegated to management or to a committee of the Board remains with the full Board. We maintain policies with respect to matters requiring prior approval of the Board. These policies, and understandings between management and the Board through previous Board practice and accepted legal practice, require that our

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annual operating and capital plans, significant capital expenditures and all transactions or other matters of a material nature involving the Company or any of its Subsidiaries must be presented by management for approval by the Board.

Shareholder Feedback and Concerns

The Board and management welcome interaction with our Shareholders and believe that it is important to have direct regular and constructive engagement with our Shareholders to permit open dialogue and the exchange of ideas.

West Fraser communicates with its Shareholders and other stakeholders through various channels, including our annual report, management proxy circular, annual information form, quarterly reports, news releases, website, presentations at investor and industry conferences and other materials prepared in connection with the continuous disclosure requirements of the TSX and securities regulatory authorities. In addition, our quarterly earnings call is open to all Shareholders. Our website (at www.westfraser.com) also provides extensive information about the Company and all news releases issued by us are available on the website for viewing.

We maintain a policy of ongoing communication with investors and with representatives of the investment community. This process consists of periodic meetings with investment fund managers and investment analysts as well as individual investors and Shareholders, although always in circumstances that assure full compliance with disclosure requirements.

Inquiries by Shareholders are directed to, and dealt with by, members of senior management. Shareholders and potential investors are encouraged to communicate on any issues, including those relating to executive and Director compensation, directly with members of our senior management. All communications are subject to our Corporate Disclosure Policy. Shareholders may communicate their views to senior management by contacting our main investor contact as set out below:

West Fraser Timber Co. Ltd.

501-858 Beatty Street

Vancouver, British Columbia

V6B 1C1

Attention: Chris Virostek, Chief Financial Officer

Email: shareholder@westfraser.com

Our Board values regular and constructive engagement with Shareholders and encourages Shareholders to express their views on governance matters directly to the Board. Questions regarding our governance practices can be sent to the Chairman as set out below:

West Fraser Timber Co. Ltd.

501-858 Beatty Street

Vancouver, British Columbia

V6B 1C1

Attention: Chairman of the Board

Expectations of Management

The Board has determined its expectations of management, which include provision of information and implementation of processes that enable the Board to identify risks and opportunities for the Company, the identification of appropriate comparisons and benchmarks against which our performance may be

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measured, and the provision of information and data that permits the Board to monitor ongoing operations, and management understands these expectations. As part of the ongoing process of monitoring the performance of management, at each Board meeting the Board receives operational updates on each of our business units. These updates compare actual performance to our annual plan and historical results and include a discussion of all significant variances.

As part of the monitoring process, the Chief Executive Officer submits to the Board at the beginning of each year a written report setting out goals, expectations and priorities for the year. These are reviewed by the Board and may be varied based on the Board’s comments. At the end of the year, a report is submitted to the Board by the Chief Executive Officer that sets out achievements relative to the original goals and expectations. Both the Board and the Chief Executive Officer expect that the level of those achievements will be taken into account when establishing the Chief Executive Officer’s compensation for the following year.

Composition of the Board

Independence

We are required to disclose which of our Directors are, or are not, “independent” of management as that term is used in National Instrument 52-110. Nine of our ten current Directors are independent, while Ray Ferris is considered not independent. Below is a summary of the basis of our determinations:

Name	Determination and Basis
Hank Ketcham	Independent (see commentary below)
Reid E. Carter	Independent
Ray Ferris	Non-independent Basis for Determination: Currently our President and Chief Executive Officer
John N. Floren	Independent
Brian G. Kenning	Independent
John K. Ketcham	Independent (see commentary below)
Gerry Miller	Independent (see commentary below)
Robert L. Phillips	Independent
Janice G. Rennie	Independent
Gillian D. Winckler	Independent

Where an individual is, or has been within the last three years, an employee or executive officer of an issuer, National Instrument 52-110 provides that such individual is deemed to have a material relationship with the issuer and thus would be considered non-independent of the issuer.

Hank Ketcham was appointed our President and Chief Executive Officer in 1985 and assumed the role of Chairman of the Board in 1996. In 2012 he relinquished the title of President and on March 1, 2013 Mr. Ketcham retired as our Chief Executive Officer and was designated as our Executive Chairman of the Board. Hank Ketcham retired from his role as our Executive Chairman effective April 19, 2016 and assumed the position of Chairman of the Board. As of the date of the Meeting, more than three years will have elapsed since Hank Ketcham served in any executive capacity with the Company. Mr. Ketcham does not engage in any related party transactions with the Company and does not have any consulting, advisory or other contractual arrangements with the Company outside of his role as the non-executive Chairman and a member of the Board.

Having regard to Hank Ketcham’s past relationships with the Company and considering his current relationships with management and the Company and the passage of time and other factors, the Board

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determined that there are no “material relationships” (within the meaning of NI 52-110) which could, in the view of the Board, be reasonably expected to interfere with Hank Ketcham’s exercise of independent judgment. The Board also considered the issue of the Chairman’s relationship with management in the context of the need to ensure the Board’s independence from management and determined that the Chairman is sufficiently aligned with Shareholder interests to ensure Board independence from management. The Chairman is a director and shareholder, and is related to the other directors and shareholders, of Ketcham Investments, Inc., whose shareholdings are described under “Voting Securities, Principal Shareholders and Normal Course Issuer Bid”. The Board also considers that these relationships assure that the interests of the Chairman are closely aligned with Shareholder interests. The Board also established the position of Lead Director to ensure that the Board’s independence from management is clear in appearance as well as in fact and has indicated its intention to continue the appointment of a Lead Director until such time as it determines that the role is no longer necessary to ensure that the Board’s independence is clear, and its intention is to retain the role of the Lead Director until at least the Company’s annual general meeting in April 2021.

Gerry Miller retired as an employee and senior officer of the Company on July 31, 2011. As the third anniversary of his retirement has passed, he may be considered independent if the Board determines that he is otherwise sufficiently independent of management. The Board has considered Mr. Miller’s prior employment with the Company, and the Board has determined that, given the passage of time and other factors including Mr. Miller’s active participation as a director since 2012 and his experience as a director of another Canadian public company, Mr. Miller is sufficiently independent of our management.

John Ketcham is the cousin of Hank Ketcham, the Company’s current Chairman and former member of our management. The Board has considered this relationship and interest, including the shareholding interests of John Ketcham and those of Hank Ketcham and the fact that neither John Ketcham nor Hank Ketcham are executives or employees of the Company and do not have any other material financial, familial or other relationship with the Company or its executives, and has determined that John Ketcham is sufficiently independent of our management and has interests aligned with Shareholders to the extent that such independence qualifies him to be a member of the Governance & Nominating Committee and make a valuable contribution in that role.

The Governance & Nominating Committee, which is comprised of all Directors other than Hank Ketcham, our Chairman, and Ray Ferris, our President and Chief Executive Officer, meets without any members of management present as part of each regularly scheduled meeting of the Board. There were five such meetings during 2019.

Gender Diversity – Board and Executive Officers

The Company is committed to providing equal opportunities for individuals who have the necessary qualifications for employment and advancement within the Company. The Company’s objectives, as outlined in its Human Rights, Discrimination & Harassment Policy that is part of our Code of Conduct and its employment practices, include providing an equal opportunity for employment and advancement and a work environment that is free of discrimination and harassment, including based on gender, race, ethnicity, disability or sexual orientation. The Company believes that supporting a diverse workplace is a business imperative that helps the Company and its Board attract and retain the brightest and most talented individuals.

Two out of our current ten Directors (20%) are women. Two out of nine of the independent Directors (22%) are women. If all of management’s nominees are elected, two of the ten Directors (20%) will be women. The Company and its major subsidiaries have in the aggregate eleven executive officers, none of whom are women.

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Although, the Company has not adopted any formal targets regarding women in director and senior executive positions, we do consider gender diversity when considering director candidates and making employee hiring or advancement decisions. In 2019, we adopted the Board Diversity Policy (described below). The Company firmly believes that all of its stakeholders benefit from the broader exchange of perspectives and balance brought by diversity of background, thought and experience. The Company’s commitment to gender diversity is demonstrated through several facets, including initiatives such as diversity and inclusion training, the consideration of diversity in employee development and advancement decisions, and workshops for identified women successors.

The Company does consider diversity to be important and believes that its current framework for evaluating Board and executive officer candidates takes into account diversity along with a broad variety of factors the Company considers appropriate. The Company also encourages female and minority candidates to apply for vacant positions, and the Company is an equal opportunity employer.

The Company’s objectives in advancing or recruiting new candidates is to attract, employ and retain engaged, talented and high-performing individuals who bring value to the Company and its Shareholders by possessing a suitable mix of qualifications, experience, skills and expertise. It is ultimately the skills, experience, characteristics and qualifications of the individual that are most important in assessing the value the individual could bring to the Company.

Board Diversity Policy

The Company recognizes the benefits of inclusion and diversity in its broadest sense and considers inclusion and diversity at the Board level to be an essential element of Board effectiveness. The Company views inclusion and diversity on the Board as leading to a better understanding of opportunities, issues and risks; enabling stronger decision-making; and ultimately improving our performance and ability to provide strategic oversight and maximize Shareholder value. In furtherance of this goal, in February 2019, the Board adopted a formal, written policy relating to Board diversity including gender diversity (the “Board Diversity Policy”). The purpose of the Board Diversity Policy is to promote an environment within the Company which will attract and advance those Director candidates with the widest range of knowledge, skills and experience. While all Director appointments are based on merit, the Board expects that when selecting and presenting candidates to the Board for appointment, the Governance Committee will consider not only the skills, experience and expertise of a candidate, but also other factors, including gender, race, ethnicity, age and geography to ensure that the Board has a diverse membership. Moreover, the Board recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role that women with the relevant skills and experience can play in contributing to a diversity of perspectives on the Board.

While the Board does not support fixed percentages or quotas for achieving diversity, in recruiting candidates for nomination, the Board and the Governance Committee considers a variety of factors including decision-making ability, skill, geography, experience with businesses of a comparable size, diversity of backgrounds and perspectives, gender, race, ethnicity, age, the interplay of a candidate’s skills and experience with the skills and experience of other Board members, and the extent to which a candidate would be a desirable addition to the Board.

The Governance Committee may from time to time consider adopting measurable objectives for achieving diversity on the Board, including gender and minority diversity, and recommend such objectives to the Board for adoption.

The Board Diversity Policy requires the Governance Committee to review and monitor the implementation of the policy on an annual basis to ensure its effectiveness and report the results of its review to the Board.

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The Board currently has two female directors. A copy of the Board Diversity Policy is available on the Company’s website at www.westfraser.com.

In addition to the Board Diversity Policy, the charter of the Governance Committee provides that the Committee will review and make recommendations to the Board on the composition of the Board in order to ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds, with a view to facilitating effective decision-making. Similarly, in the process of identifying candidates for executive officer appointments, the Company considers whether our senior executive group consists of persons with sufficiently diverse and independent backgrounds.

Serving on Other Boards

Each of Bob Phillips and Janice Rennie is an active corporate director serving on several corporate boards. The Board and the Governance & Nominating Committee have reviewed each of their board memberships and determined that they have demonstrated that they devote the required time and attention to discharge their duties as members of our Board. Mr. Phillips and Ms. Rennie have each demonstrated a strong understanding of West Fraser’s business, have been well prepared for all Board and committee proceedings and make consistent and valuable contributions to those proceedings. In 2019, Mr. Phillips and Ms. Rennie maintained, respectively, a 92% and 100% attendance record at Board and committee meetings. They also made themselves available to meet with management and fellow Directors and attend tours of the Company’s facilities on an ad hoc basis whenever required to do so. Mr. Phillips has indicated that he will be retiring from the Board of Maxar Technologies Inc. in May 2020.

The disclosure under “Information regarding Nominees for Election as Directors” beginning on page 15 lists the other public company directorships held by our Directors. West Fraser does not limit the number of outside directorships. The Governance & Nominating Committee discusses our Director expectations with potential candidates to ensure the candidates understand the time commitments and expectations before agreeing to be nominated as a Director of the Company.

Both Mr. Floren and Ms. Rennie are directors of both West Fraser and Methanex Corporation. The Board has considered these common directorships and has determined that they should not impair the ability of these individuals to exercise independent judgment as members of our Board.

Committees of the Board

The Board has concluded that, because of its relatively small size, committees of the Board should be kept to a minimum so that all members of the Board are able to participate in discussions on significant issues. Matters that are outside of management’s authority are reported to and approved by the Board.

Committees of the Board may engage outside advisors at the expense of the Company. Under the Governance Policy an individual Director may, with the approval of the Board, retain an outside advisor at our expense.

The Board has appointed the following four committees of the Board, each of which is comprised entirely of Directors who are not members of our management: Audit, Human Resources & Compensation, Health, Safety & Environment, and Governance & Nominating.

In order to facilitate open and candid discussion, in camera sessions are held at every committee meeting without management present. It is also the practice of each committee of the Board to meet in camera

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during each of its meetings. Topics discussed at these meetings include, but are not limited to, Board processes, succession planning, executive assessments, organizational changes, and strategy.

Audit Committee

Chair:	Reid E. Carter
Other Members:	Janice G. Rennie
	Gerry Miller
	Gillian D. Winckler

The full text of the Audit Committee Charter, which forms part of our Annual Information Form which is included in our Annual Report, is available for viewing on our website at www.westfraser.com. The Audit Committee Charter was last reviewed and revised by the Board on February 11, 2020. The Audit Committee is responsible for reviewing our annual financial statements and making recommendations as to the approval of the annual financial statements by the Board. Material issues related to the audit of our internal control and management information systems are discussed by management representatives and the Committee as they arise. The Committee has typically been delegated the authority to approve certain of our quarterly financial statements and quarterly earnings announcements before publication. The Audit Committee has direct access to the Auditor and is responsible for approving the nomination, and establishing the independence, of the Auditor. The role of the Committee has been discussed at various times with our Auditor.

Under NI 52-110 the Audit Committee must be comprised of independent directors. An “independent director” is a director that has no direct or indirect material relationship with the Company, including not being affiliated with management or the Company in terms of specific family or commercial relationships. Each member of our Audit Committee is considered “independent” and, in addition, “financially literate” as such terms are used in NI 52-110.

Additional disclosure concerning the Audit Committee is contained in our Annual Information Form, which is included in our Annual Report, under the heading “Audit Committee”.

Human Resources & Compensation Committee

Chair:	Brian G. Kenning
Other Members:	John N. Floren
	Robert L. Phillips
	Janice G. Rennie

The Human Resources & Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to the remuneration of our executive management and the remuneration of each Director, and has the authority to grant Options to officers and employees under our Stock Option Plan, although in practice the Board gives final approval of all Option grants. This Committee reviews the remuneration of Directors and executive management each year.

In December 2019, this Committee reviewed the Human Resources & Compensation Committee Charter and made recommendations to update it in accordance with best practices and to, among other things, supplement the Committee’s responsibilities to oversee the director remuneration every two years and CEO emergency succession planning. These recommendations were approved by the Board on December 10, 2019. The Human Resources & Compensation Committee Charter may be viewed on our website at www.westfraser.com.

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Health, Safety & Environment Committee

Chair:	John N. Floren
Other Members:	John K. Ketcham
	Gerry Miller
	Gillian D. Winckler

The Health, Safety & Environment Committee is responsible for monitoring our health, safety and environmental performance. The Committee conducts an ongoing review of our health, safety and environment-related policies and performance, including compliance with applicable laws and regulations. This Committee also reviews the suitability and effectiveness of safety and environment management systems and the environment sustainability certification programs to which we subscribe. The Health, Safety & Environment Committee Charter was reviewed and revised by the Board on April 23, 2019. The Charter of the Health, Safety & Environment Committee may be viewed on our website at www.westfraser.com. Additional information about our environmental, social and governance policies and practices can be found on the Responsibility section of our website and in our Responsibility Report on our website, as well as in our Annual Information Form which is part of our Annual Report that can be found on our website and also on SEDAR (www.sedar.com).

Governance & Nominating Committee

Chair:	Robert L. Phillips
Other Members:	Reid E. Carter
	John N. Floren
	Brian G. Kenning
	John K. Ketcham
	Gerry Miller
	Janice G. Rennie
	Gillian D. Winckler

The Governance & Nominating Committee is comprised of each Director who is “independent” of management as that term is used in National Instrument 52-110, and, in addition, our Chairman will not serve on the Governance Committee for so long as we continue with the appointment of a Lead Director. The Governance Committee is responsible for providing support for the governance role of the Board and, as part of that support, reviews and makes recommendations on the composition of the Board, periodically assesses the function of the Board and its Committees, and monitors developments in corporate governance. In addition, the Governance Committee is responsible for establishing criteria and procedures for identifying candidates for election to the Board, engaging search firms, where necessary, and recommending to the Board nominees to stand for election as Directors. The Governance Committee also regularly assesses the performance of the Chief Executive Officer and reviews and assesses succession plans for management submitted to it on a regular basis. The Governance Committee regularly reviews succession alternatives and planning for the Chief Executive Officer position. The Governance Committee, together with the Chief Executive Officer, manages an ongoing formal process to assess the abilities, readiness and interests of members of the current executive group and oversees appropriate skills development. The Governance & Nominating Committee Charter was reviewed and revised by the Board on April 23, 2019. The Governance & Nominating Committee Charter may be viewed on our website at www.westfraser.com.

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Orientation Program and Continuing Education

New Directors receive a broad range of materials that provide both historical and forward-looking information concerning West Fraser, its operations, senior management and the Board, and its strategic objectives. As part of our orientation program, new Directors have an opportunity to meet with senior management to discuss our business, receive historical and current operating and financial information and are encouraged to tour our facilities.

We do not have a formal continuing education program for our Directors. Each of our Directors has had, or currently has, executive or board of director responsibilities and there is a regular sharing of those experiences which assists our Board in identifying and adopting, on a continuing basis, best corporate governance practices. Board proceedings include regular review of risk factors including detailed reviews of focus risks, periodic presentations by management and outside industry experts on important and evolving issues and Directors will visit and tour certain of our facilities on a regular basis which contributes to a more complete understanding of our business.

Individual Directors attended and, in some cases, were participants or presenters at, third-party conferences, seminars, webinars and presentations on a broad range of topics in 2017, 2018 and 2019, including the following:

Topic	Presented By
2017 Proxy Season Review	Agenda Webinar
Accounting and Regulatory Updates	E&Y - Canadian Directors Network
Accounting for Cryptocurrencies under IFRS	CPA Canada
Accounting Standards Implementation (IFRS 9, 15, 16)	E&Y - Canadian Directors Network
AcSB Domestic Standards Update for Part II and Part III	CPA Canada
AcSB Framework for Reporting Performance Measures	CPA Canada
Asia Pacific Board Intelligence	ICD Webinar
Audit Quality Symposium	CPAB
Blockchain Disruption	NACD
Board Culture and Maximizing Board Effectiveness	Institute of Corporate Directors (“ICD”)
Board Evaluations	NACD
Board Oversight of Corporate Culture	E&Y - Canadian Directors Network
Bringing Artificial Intelligence to the Financial Audit	CPA Canada
Canada Planning Across the Enterprise	CPA Canada
Canadian Public Company Financial Reporting Update	CPA Canada
Challenges for the Board and Audit Committee	Deloitte
Chairing the Board - Episode 1	ICD Video Learning Series
Climate Change: Implications for Corporate Oversight	CPA Canada
Company Reporting Update	CPA Canada
Conducting Board Evaluations	NACD
Current Issues in Canadian Corporate Governance	ICD
Cyber Security	EPCOR
Cyber Security	ICD Forum

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Topic	Presented By
Cyber Security	KPMG/NACD Webinar
Cyber-Security	Michael Doucet (former head of CSIS)
Data Analytics	Andrew Bentley SAS
Digital Disruption and Board Oversight of Big Data	E&Y - Canadian Directors Network
Disruption and the Board	E&Y - Canadian Directors Network Meeting
Disruption Part 1	ICD Forum
Disruption Part 2	ICD Forum
Economic and Geopolitical Outlook 2020 and Beyond and Shifting Stakeholder Power Dynamics	E&Y - Canadian Directors Network
Economic Outlook	CIBC
Economic Outlook	KPMG Webinar
Emerging Ethical Challenges for CPAs	CPABC
Enterprise Risk Management	Promontory Advisors
Executive Compensation	ICD Hugesson Webinar
Executive Compensation Trends	ICD and Hugesson
Fraud Prevention for Professionals	CPA Canada
Government Relations and Political Advocacy	E&Y - Canadian Directors Network Meeting
ICD National Conference	ICD
Identifying and Assessing Risks of Material Misstatement	CPA Canada
Insider Threats – Challenges and Evolving Strategies	KPMG
Institutional Shareholder Perspectives	Lazard
Introduction to Anti-Money Laundering	CPA Canada
Legal Responsibilities of Officers and Directors	CPABC
Lessons Learned from Board Missteps	E&Y - Canadian Directors Network
National Corporate Governance Conference	ICD
Public Company Audit Update	CPABC
SEC Registration and Rules (in house counsel)	Legal Briefing
Technology, Investors and the Evolving Financial Information Landscape	CPA Canada
The Future of Work	ECD Global Directors Dialogue
Towers Watson Proxy	Season Webinar
U.S. Election: What does it mean for Canada?	E&Y - Canadian Directors Network
Workforce Planning	Ted Talk

A key part of each regularly scheduled Board meeting is a business overview provided by the Chief Executive Officer. This overview includes an operational and financial review but also provides perspectives on growth strategies, human resources, political, legal and regulatory issues and material changes in our risk environment. These discussions help our Directors to understand the full scope of our underlying business environment when making decisions that affect our future.

Performance Reviews

The Governance Committee regularly and, not less frequently than annually, reviews the performance of the Board and its Committees. This review has been conducted both by way of a formal questionnaire and report and by informal interviews and discussions led by the Chairman or the Lead Director. The Board performance review also includes a “peer” or individual Director review process. To date no significant

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problem with respect to performance of the Board, any Committee or any individual Director has been identified.

Meeting Attendance Record

In 2019 the attendance record for Board meetings was 97%. The following chart sets out meeting attendance records of each of the current Directors during 2019, including each Committee of which the Director is currently a member.

			Committees
Director	Board Meetings		Audit		Human Resources & Compensation		Health, Safety & Environment		Governance & Nominating
H.H. Ketcham		5 of 5		Nil		Nil		Nil		Nil
R.E. Carter		5 of 5		4 of 4		Nil		Nil		5 of 5
R.W Ferris		4 of 4		Nil		Nil		Nil		Nil
J.N. Floren		5 of 5		Nil		3 of 3		2 of 2		5 of 5
B.G. Kenning		5 of 5		Nil		3 of 3		Nil		5 of 5
J.K. Ketcham		5 of 5		Nil		Nil		2 of 2		5 of 5
G.J. Miller		5 of 5		4 of 4		Nil		2 of 2		5 of 5
R.L. Phillips		5 of 5		Nil		2 of 3		Nil		5 of 5
J.G. Rennie		5 of 5		4 of 4		3 of 3		Nil		5 of 5
E.R. Seraphim		2 of 2		Nil		Nil		Nil		Nil
G.D. Winckler		4 of 5		4 of 4		Nil		1 of 2		4 of 5

EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS

Human Resources & Compensation Committee Responsibility

The Human Resources & Compensation Committee (the “HR&C Committee”) is responsible for recommending to the Board the level and nature of compensation for executive officers and Directors and may grant Options to officers and employees under the Stock Option Plan although in practice the Board provides final approval of all compensation matters for Directors and executive officers including Option grants. In making its determinations, the HR&C Committee has access to comparative data and, if considered appropriate, receives advice from selected independent consultants.

The HR&C Committee is also responsible for reviewing and recommending to the Board the approval of our compensation and benefits (including retirement and pension) philosophy and policies and any incentive-compensation plans and equity-based plans and assessing on an ongoing basis whether such compensation and benefits policies are consistent with the sustainable achievement of our business objectives, the prudent management of our operations and risks, and the promotion of adherence to our Code of Conduct, its policies concerning safety and environmental stewardship and other material policies, procedures and controls. In reviewing such policies, the HR&C Committee may consider the recruitment, development, promotion, retention and compensation of executive management and other employees and any other factors that it deems appropriate.

The HR&C Committee also ensures that such compensation and benefit policies do not encourage unwarranted risk taking and undertakes annual risk assessments of these policies. When it reviews and recommends compensation for the Chief Executive Officer (the “CEO”) and executive management, the HR&C Committee assesses the appropriateness of compensation relative to business risks undertaken by considering, among other things, adherence to our Code of Conduct and its other material policies, procedures and controls, as well as any other factors it considers appropriate.

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The HR&C Committee is also responsible for overseeing the financial position, governance, administration and compliance with statutory and regulatory requirements of the Company’s pension plans and reporting to the Board annually on these plans. The HR&C Committee also oversees talent development and succession planning for our executive management and annually reports to the Board on such planning.

Composition of the Human Resources & Compensation Committee

The HR&C Committee currently consists of four independent Directors each of whom has held senior executive roles which have included involvement in executive compensation issues. The HR&C Committee met three times in 2019 to review matters relating to the compensation of executive officers. In addition to meetings, members of the HR&C Committee regularly receive reports and advice from independent consultants and members of executive management on executive compensation issues. None of the members of the HR&C Committee is indebted to the Company.

See also “Our Corporate Governance Policies and Procedures – Committees of the Board – Human Resources & Compensation Committee” on page 48.

Report on Executive Compensation

The policy of the HR&C Committee and the Board with respect to executive compensation is to provide compensation to each executive officer in the form of a base salary, employment benefits, performance-related bonus, equity-based long-term incentives and post-retirement pension benefits in order to attract and retain a highly-motivated, cohesive and results-oriented management team. Total compensation for each executive officer is designed to be competitive with that provided by comparable companies in Canada to executive officers in similar positions as well as to align the interests of executive officers with those of our Shareholders and not encourage excessive risk taking. Each of the components of total compensation is established based on the following criteria:

Base Salary	-	to be below the median base salaries for comparable positions
Annual Incentive Bonus	-	based on our financial performance above a minimum return on shareholders’ equity, and targeted to be below the median for comparable positions
Long-Term Incentive	-	to be above the median on long-term incentives for comparable positions

Overall, the compensation package is designed to compensate executive officers for above-average, long-term, sustainable financial results, and is designed to be competitive at the 50% percentile for overall compensation for comparable positions.

In order to establish compensation for executive officers other than the CEO, the HR&C Committee receives recommendations with supporting documentation, including data on comparable compensation levels, from the CEO. The HR&C Committee considers the recommendations and comparative data and makes its recommendation to the Board. In respect of compensation for the CEO, the HR&C Committee bases its recommendation to the Board on its review of comparable compensation data for chief executive officer positions. In 2018 as part of its review the HR&C Committee considered a survey and report prepared by Willis Towers Watson (“Towers Watson”), a professional services firm, of our executive compensation program relative to those of different peer groups, which included a review of the compensation for the CEO and our other executive officers and comparable compensation data for CEO and other executive officers positions of those peers.

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In determining the comparability of similar positions in other companies the HR&C Committee considers responsibility levels as well as industry similarity, annual revenues and cash flows, total assets, market capitalization and number of employees of the selected companies. For positions where compensation data is not comparable, internal guidelines and data are used.

The Company uses, and periodically participates in, broad-based compensation surveys prepared by independent consulting firms. As well, from time to time the Company and the HR&C Committee may obtain specific benchmarking data prepared by independent consulting firms. This information, along with Company-specific data, is considered when establishing compensation for executive officers.

In connection with the survey and report prepared in 2018 by Towers Watson of our executive compensation program relative to those of different peer groups and on the recommendation of Towers Watson, the peer group for the compensation benchmarking study was updated in 2018 and is comprised of the following publicly-traded, Canadian and U.S. companies:

Paper and Forest Products	Capital-Intensive
Resolute Forest Products Inc.	Finning International Inc.
Canfor Corporation	Gibson Energy Inc.
Cascades, Inc.	Keyera Corp.
CCL Industries Inc.	Lundin Mining Corporation
Louisiana-Pacific Corporation	Methanex Corporation
Domtar Corporation	Parkland Fuel Corporation
Interfor Corporation	WSP Global Inc.
KapStone Paper and Packaging Corp.
Norbord Inc.

Base Salaries

The HR&C Committee reviews executive management base salaries periodically and considers annual adjustments to be effective in October of each year. The most recent review of base salaries was conducted in September 2019.

In determining its September 2019 recommendation for the base salary of each executive officer, the HR&C Committee considered the comparative data for the peer group.

Annual Incentive Bonus Plan

The annual incentive bonus plan (the “Bonus Plan”) covers our CEO and our Vice-Presidents. The Bonus Plan is the variable compensation component of total executive compensation designed to compensate these officers annually based on the achievement of our objective annual financial return targets.

The annual bonus is calculated as a percentage of current base salary, with the percentage earned based on the adjusted net income (adjusted to exclude equity-based compensation expense or recovery and any accrual for bonuses to our senior executives, both on an after-tax basis) divided by average Common Shareholders’ equity (“ROSE”). If the ROSE for the year is below 5% for the applicable year, no bonuses are payable under the Bonus Plan. At the 5% ROSE level, bonuses for the Vice-Presidents are earned at 17.5% of base salary. The bonus percentage increases as the ROSE increases and the bonus percentage earned will reach 100% of base salary at a 15% ROSE level, which is the maximum bonus percentage payable. In any year, the bonus percentage for the CEO is equal to 125% of the bonus percentage for other officers covered by the Bonus Plan.

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The Board may, in its discretion, also consider other issues, including safety and environmental performance, when determining the amount, if any, of bonuses earned under the Bonus Plan that will be paid.

In 2019 on an adjusted basis (adjusted by excluding equity-based compensation expense or recovery and any accrual for bonuses to our senior executives, both on an after-tax basis) our earnings were a loss of $148 million which resulted in an annual ROSE of -5.6% for 2019. This did not exceed the bonus threshold under the Bonus Plan and therefore no annual incentive bonuses for 2019 were awarded to qualifying senior executives under the Bonus Plan. In 2018 and 2017 the annual ROSE was 28% and 26%, respectively, which exceeded the bonus threshold and annual incentive bonuses of a maximum of 100% of base salary were awarded in each of those years to each of the qualifying senior executives in accordance with the Bonus Plan (with the bonus percentage for the CEO equal to 125% of such bonus percentage) and were paid in 2019 and 2018, respectively. See also “Clawback Policy” on page 58 which applies to the Bonus Plan.

Long-Term Incentive Component

The long-term incentive component of compensation is comprised of Options and phantom share units (which are either RS Units or PS Units) that are intended to directly align the long-term interests of our senior management with those of our Shareholders. The proportion of Options and phantom share units included in a long-term incentive grant will vary from time to time at the discretion of the Board. In 2019 the Board, on the recommendation of the HR&C Committee, changed the mix of the long-term incentive components of executive compensation to eliminate grants of RS Units and grant in their place additional PS Units in order to increase the award of performance-conditioned equity incentive components of executive compensation. As a result, approximately 50% of the value of the long-term incentives granted in 2020 and 2019 to executive officers (which consisted of only Options and PS Units) are performance-conditioned.

Stock Option Plan

The Board established the Stock Option Plan on February 24, 1994 as a means of recognizing contributions to the Company made by Directors, officers and employees and to provide a long-term incentive for their continuing relationship with the Company and its subsidiaries. Directors ceased to participate under the Stock Option Plan in 2004. The Stock Option Plan has been amended from time to time (most recently in April of 2016) to increase the number of Common shares that may be issued in respect of Options granted under it, to impose certain limits on the number of Options that may be issued to our insiders, to establish certain restrictions on amendments to the Stock Option Plan without Shareholder approval, to provide for certain automatic extensions for Options expiring during or within five business days of a blackout period under the Company’s Securities Trading Policy, and to address certain incidental housekeeping changes. See also “Option Grants” on page 65.

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Outstanding and Authorized Options

Year	Outstanding		Weighted Average Price		Remaining Authorized		Total		% of Outstanding Common Shares
20201		1,367,398	$	53.30		178,791		1,546,189		2.3
20191		1,351,253	$	40.03		334,900		1,686,153		2.4
20181		1,536,391	$	40.79		474,806		2,011,197		2.6

1. As at March 31, 2020, February 15, 2019 and February 20, 2018, respectively.

Annual Burn Rate

The following table summarizes the burn rate during the last three fiscal years. Burn rate is defined as the total number of Options granted during the applicable fiscal year divided by the weighted average number of Common shares and Class B Common shares outstanding for the applicable fiscal year.

	Options Granted in Year		Weighted average number of securities outstanding		Annual Burn Rate
2019		151,530		68,882,315		0.2	%
2018		112,715		74,451,215		0.2	%
2017		192,255		78,096,613		0.2	%

Since the introduction in 2003 of the right of a holder to surrender an Option for a cash payment (the “Cash Value Alternative”) under the Stock Option Plan, as at March 31, 2020, 161,535 Options have been exercised for Common shares, resulting in a 0.2% dilution to Common shareholders. During the year ended December 31, 2019, 9,529 Options were exercised for Common shares. See “Option Grants” on page 65. Of the 1,367,398 outstanding Options, 1,018,881 are exercisable and, of the outstanding Options, 778,096 Options were held by insiders representing 1.48% of the total number of issued and outstanding Common shares and Class B Common shares, in each case as of March 31, 2020. A total of 151,530 Options were granted to officers or employees in 2019 and a total of 157,685 Options were granted to officers or employees in February 2020, representing 0.2% of the total number of issued and outstanding Common shares and Class B Common shares as at the end of 2018 and 2019, respectively.

Our Board has adopted a policy to manage the Stock Option Plan with a goal of limiting the potential dilution of outstanding and remaining authorized Options to 5% or less of the number of our outstanding Shares. The aggregate potential dilution of all issued and authorized Options under our Stock Option Plan was 2% at March 31, 2020.

Phantom Share Unit Plan

In 2010 the Board approved the Phantom Share Unit Plan which is intended to supplement or, in whole or in part, replace, the granting of Options as long-term incentives for officers and employees. This plan provides contingent future compensation based on Common share price performance, but is payable only in cash and represents no potential for Shareholder dilution. The HR&C Committee and the Board believe that this plan, combined with other components of compensation, provides a broader range of alternatives in developing retention and performance incentives for officers and employees that more directly align their interests with those of current and future Shareholders.

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The plan permits the Board to grant, as it determines appropriate, two types of units which vest on the third anniversary of the grant date. A vested RS Unit must be redeemed by us by payment to the holder of an amount equal to the volume weighted average trading price of a Common share over the 20 trading days immediately preceding its vesting date (the “vesting date value”). A vested PS Unit must be redeemed by us by payment to the holder of an amount, determined by the Board, that is equal to or between nil and twice its vesting date value based on two performance criteria measuring our performance relative to the performance of a peer group of companies over the three-year performance period. At the end of such period, in order to determine the amount to be paid on vested PS Units the Company’s performance is measured by reference to (i) the Company’s total cumulative Shareholder return (the “TSR”) relative to the TSR of the peer group and (ii) the Company’s annual return on capital employed relative to the return on capital of the peer group over the three year period. The amount paid, if any, on such PS Units is based on an equal weighting of these two performance measurements although if the return on capital employed is negative for the period the weighting for that factor is capped at one-half its potential maximum, regardless of relative performance. The peer group used for the purposes of the Phantom Share Unit Plan currently consists of Canfor Corporation, Interfor Corporation, Western Forest Products Inc. and Weyerhaeuser Company, all of which are North American publicly-traded forest products companies. On the recommendation of the HR&C Committee, this peer group may be reviewed and changed by the Board, from time to time, as it deems appropriate. The Board also has discretion to vary the payout calculation as it considers appropriate to take into account factors which may have a significant or extraordinary effect on relative performance.

Officers and employees granted units under the Phantom Share Unit Plan are also entitled to additional units to reflect cash dividends paid on Common shares from the applicable grant date until payout. The final amount to be paid, in cash, to each officer or employee on RS Units and PS Units is based on the type and number of vested units she or he holds multiplied by the applicable payout value. Other than officers or employees who retire, become totally disabled or die, units will be automatically cancelled, without payout, on termination of employment or resignation. In the event of retirement, total disability or death of a holder of RS Units or PS Units granted after 2012, the number of units held will be reduced based on the proportion of the three-year period that the holder was not an officer or employee.

In each of February 2017 and 2018, the Board granted units under the Phantom Share Unit Plan to officers and employees and, in the case of executive officers, the proportions of the grants for each of the RS Units and the PS Units to executive officers were equal. In 2019, the Board granted units under the Phantom Share Unit Plan to officers and employees and, in the case of executive officers, granted only PS Units and no RS Units. In 2020, the Board granted only PS Units under the Phantom Share Unit Plan to officers and employees, and no RS Units were granted to executive officers or employees in 2020. The change in the mix of units granted in 2019 and 2020 was made to increase the award of performance-conditioned long-term incentives granted to executive officers and employees and reduce the award of time-conditioned incentives. As a result approximately 50% of the value of the long-term incentives granted in 2019 to executive officers and 50% of the value of the long-term incentives granted in 2020 to executive officers and employees (which in both cases consisted of only options and PS Units) are performance-conditioned. See also “Clawback Policy” on page 58 which applies to the Phantom Share Unit Plan.

For PS Units which vested in February of 2020, the relative performance multiplier was 1.83. The calculation is set out below.

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PS Unit Relative Performance Multiplier

First Comparison (out of a maximum of 1) – Return on Capital Employed

2017	1.00	(exceeded four of four in peer group)
2018	1.00	(exceeded four of four in peer group)
2019	0.50	(exceeded two of four in peer group)

Average 0.83

Second Comparison (out of a maximum of 1) – Total cumulative shareholder return over entire period February 16, 2017 to January 31, 2020

	1.00	(exceeded four of four in peer group)
Total	1.83

Previous PS Unit Relative Performance Multipliers were as follows:

For PS Units Vesting in February of:	Multiplier
2014		1.0
2015		1.47
2016		1.27
2017		1.27
2018		1.92
2019		1.83

Post-Retirement Pension Benefit

Executive officers, including the CEO, are members of our non-contributory defined benefit pension plans for salaried employees. The pension benefit provided under these pension plans is described starting at page 71 of this Circular. The Company does not provide any additional post-retirement benefits, such as medical or dental insurance, to the executive officers.

Clawback Policy

We have recognized a trend in recent years towards the adoption of recoupment and “clawback” policies, particularly among large public companies. As a prudent aspect of risk management and our commitment to operate consistently with good governance practices, the Board in 2013 approved amendments to the Phantom Share Unit Plan and the Bonus Plan to incorporate payment adjustment provisions. These Plans now both contain financial restatement triggers permitting West Fraser to recoup the amount of the incentive awards that have been paid in excess of the amount that would have been payable under the restated financial statements or deduct such excess amount from future payments to be made under such Plans. These payment adjustment provisions also allow the Company to adjust incentive awards upwards to reflect restated financial statements that are more favourable than the original financial statements. The payment adjustment provisions have a three-year look-back period.

CEO’s Compensation

In recommending compensation for the CEO, the HR&C Committee follows similar principles to those applied for all of our other executive officers. The HR&C Committee considers market competitive-salary

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information for chief executive officer positions in similar-sized companies in Canada and the U.S. This includes manufacturing companies in other sectors as well as in the forest products sector. The Company periodically participates in broad-based compensation surveys and also periodically seeks the advice of independent compensation consultants engaged to review the executive compensation program. In 2016 Towers Watson conducted a survey on our behalf concerning executive compensation and in 2018 Towers Watson conducted a survey and review of our executive compensation program relative to those of different peer groups. The survey and review results, along with Company-specific data, are used to determine the competitiveness of the CEO’s compensation and its alignment with the interests of Shareholders. The CEO establishes, with guidance and direction from the Board, annual goals and reports to the Board at the end of each year on his performance against those goals. The HR&C Committee considers this performance when considering its recommendation of compensation of the CEO.

Details of our CEO’s compensation are described in the table titled “Summary Compensation Table”.

Executive Equity Holding Requirements

In February 2013 our Board approved the adoption of minimum equity holding requirements, that were amended in September 2013. The minimum equity holding requirements are reviewed from time to time to align with what the Board considers best governance practices. In February 2019, on the recommendation of the HR&C Committee, the Board adopted a new Equity Holding Requirements Policy to take into account changes to the Company’s equity compensation practices which eliminated grants of RS Units and replaced them with grants of additional PS Units (which do not qualify as eligible equity under the Policy) to increase the award of performance-conditioned equity incentive components of executive compensation. As a result of these changes, approximately 50% of the value of the long-term incentives granted in 2019 and 2020 to executive officers (which consisted of only Options and PS Units) are performance-conditioned.

Under the Equity Holding Requirements Policy, each executive officer is required to hold Shares and RS Units having a value of not less than the executive’s base salary in the case of a Vice-President and not less than three times the executive’s base salary in the case of the CEO. Shares and RS Units held by an executive officer will be valued based on the greater of (1) their original cost or grant date value and (2) the closing price of the Company’s Common shares on the TSX on the date of the information included in the Company’s annual information circular.

Initially, executive officers had until January 1, 2018, or if appointed after 2013, five years from the date of their appointment to meet the minimum equity holding requirements. In connection with changes to the long-term incentive components of executive compensation to reduce the award of time-conditioned incentives by eliminating grants of RS Units and to increase the award of performance-conditioned incentives with grants of additional PS Units (which do not qualify as eligible equity under the Policy), executive officers will now have five years from the date of adoption of the new Equity Holding Requirements Policy in February 2019 to meet the minimum equity holding requirements, provided that officers who did not meet the requirements in February 2019 must acquire not less than a pro-rata amount of equity each year to achieve full compliance by the end of such five year period.

For the purposes of the following disclosure, the following officers are each a “Named Executive Officer” of the Company:

Ray Ferris, President and Chief Executive Officer,

Chris Virostek, Vice-President, Finance and Chief Financial Officer,

Chris McIver, Vice-President, Sales and Marketing,

Sean McLaren, Vice-President, U.S. Lumber,

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Brian Balkwill, Vice-President, Canadian Wood Products, and

Ted Seraphim, Former Chief Executive Officer.

The following table shows the total holdings of Shares and RS Units held by each Named Executive Officer as at February 14, 2020 valued based on the closing price on the TSX on February 14, 2020 of $63.17

Named Executive Officer Share and Unit Holdings

(February 14, 2020)

Named Executive Officer	Shareholdings		RS Unit holdings		Value of total holdings1 ($)		Total as multiple of 2019 salary
Ray Ferris2, 3 President and Chief Executive Officer		25,699		5,250		1,955,048		2.8
Chris Virostek2 Vice-President, Finance and Chief Financial Officer		5,995		3,640		608,643		1.4
Chris McIver2 Vice-President, Sales and Marketing		4,836		3,635		535,113		1.5
Sean McLaren2 Vice-President, U.S. Lumber		7,500		2,880		655,705		1.4
Brian Balkwill2 Vice-President, Canadian Wood Products		4,820		2,300		449,770		1.4
Ted Seraphim2, 4, 5 Former Chief Executive Officer		37,484		17,095		3,447,755		4.1

1. Based on the closing price on February 14, 2020 of $63.17. Equity holdings and compliance under the Equity Holding Requirements Policy are valued and assessed annually in February, which corresponds with the annual anniversary of the adoption of this policy.

2. Named Executive Officers also hold PS Units as follows: T. Seraphim – 25,177; R. Ferris – 29,475; C. Virostek – 12,070; C. McIver – 10,965; S. McLaren – 8,745; B. Balkwill – 7,960.

3. Mr. Ferris is permitted to meet the minimum shareholding requirement within five years of the adoption of the new Equity Holding Requirements Policy in February 2019.

4. Mr. Seraphim resigned as Chief Executive Officer effective June 30, 2019.

5. Mr. Seraphim’s shareholdings are as of June 30, 2019.

On February 13, 2014 the Board approved amendments to our Code of Conduct which included provisions prohibiting insiders from purchasing financial instruments designed to hedge or offset any decrease in the market value of our Shares, Options or units.

Independent Consultant

Compensation Advice

Towers Watson has provided consulting services to us for several years with respect to executive and non-executive compensation. In 2012 the HR&C Committee adopted a protocol under which all consulting services provided by Towers Watson related to executive compensation must be retained and authorized by the HR&C Committee. Towers Watson reports to the HR&C Committee as outside compensation consultant to advise on compensation policies including providing information on comparative levels of compensation for our senior executives and Directors. In 2014, in addition to a survey concerning CEO and Executive Chairman compensation, the HR&C Committee also received advice from Towers Watson on various executive compensation issues. In 2016 Towers Watson conducted a survey for the Company

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concerning executive compensation. In addition, in 2018 Towers Watson conducted a survey and review of our executive compensation program relative to those of different peer groups. In 2015, 2016, 2017 and 2018 Towers Watson provided advice on executive compensation.

Compensation Risk Assessment Advice

The Company engaged Towers Watson in 2017 and 2019 to conduct independent reviews of material compensation-related risks. In 2017, the HR&C Committee received advice and a compensation risk assessment report from Towers Watson which concluded that there did not appear to be significant risks arising from the Company’s compensation policies and practices that were likely to have a material adverse effect on the Company. In its assessment, Towers Watson took into account the limited compensation-related risks within the Company, the involvement and authority of the Board in both compensation and risk management oversight, the greater emphasis on at-risk and variable compensation, and the presence of effective risk mitigating practices in the design of the Company’s compensation programs. In 2019, the HR&C Committee again received advice and updated compensation risk assessment reports from Towers Watson which also concluded that there did not appear to be significant risks arising from the Company’s compensation policies and practices that were likely to have a material adverse effect on the Company. In its updated assessment and reports, Towers Watson also took into account and considered the limited compensation-related risks within the Company, the involvement and authority of the Board in both compensation and risk management oversight, the presence of effective risk mitigating practices in the design of compensation programs, and the changes to the long-term executive incentive compensation mix that place a greater emphasis on performance-conditioned long-term incentive grants.

Fees

The following table shows the fees paid to Towers Watson for services provided in the last two fiscal years:

Type of Work	2019			2018
Executive Compensation-Related Fees	$	11,065		$	91,020
All Other Fees	$	3,360	1	$	0

1. Paid for general industry compensation related services and surveys.

Submitted by the HR&C Committee:

Brian G. Kenning (Chair)

John N. Floren

Janice G. Rennie

Robert L. Phillips

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Performance Graph

The following graph and table compare the total cumulative return to a Shareholder who invested $100 in our Common shares on December 31, 2014 with the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX Paper & Forest Products Index for the same period.

	2014		2015		2016		2017		2018		2019
West Fraser Timber Co. Ltd.		100		79		73		119		104		90
S&P/TSX Composite Index		100		92		111		121		110		136
S&P/TSX Paper & Forest Products Index		100		79		73		104		87		78

Notes:

1. All returns are expressed on a total return basis (all cash and stock dividends reinvested in the index or security).

2. All information per Bloomberg.

We consider the S&P/TSX Paper & Forest Products Index to be an appropriate comparative measure. This is a capitalization-weighted index of leading forest products companies and includes Canfor Corporation, Interfor Corporation, Norbord Inc., Stella-Jones Inc., Western Forest Products Inc., and West Fraser Timber Co. Ltd.

The following graph and table illustrates the relationship between the indexed TSR of our Common shares on the TSX from December 31, 2014 to the period ending December 31, 2019 considering a $100 investment versus total indexed direct compensation for the Company’s Named Executive Officers (2014 equals $100).

- 62 -

	2014		2015		2016		2017		2018		2019
West Fraser Timber Co. Ltd.1		100		79		73		119		104		90
NEO total direct compensation2		100		70		109		127		124		96

Notes:

1. All returns are expressed on a total return basis (all cash and stock dividends reinvested in the index or security). All information per Bloomberg.

2. Named Executive Officer direct compensation includes base salary, annual incentive (bonus) plan payments, share-based and option-based awards measured using the Binomial valuation method.

Executive Compensation

Total compensation for Named Executive Officers, as described in the Summary Compensation Table set out below, reflects a gradual recovery from the significant downturn in the forest products industry which began in 2006. Annual incentive bonuses for Named Executive Officers were not earned or paid for 2007, 2008, 2009 and 2011. In 2010, 2012, 2013 and 2014 the Company achieved a ROSE in excess of the minimum threshold and annual incentive bonuses were earned, with payment occurring in the following year. The minimum ROSE threshold was not met in 2015 and no annual incentive bonuses were earned by the senior executives, including the Named Executive Officers. In 2016, 2017 and 2018 the minimum ROSE threshold was exceeded and annual incentive bonuses were earned, which were paid out in 2016, 2017 and 2018 respectively. The minimum ROSE threshold was not met in 2019 and no annual incentive bonuses were earned by the senior executives, including the Named Executive Officers. See also “Annual Incentive Bonus Plan” on page 54.

The compensation of each of our Named Executive Officers for our three most recently-completed financial years is set out below:

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Summary Compensation Table

Name and principal position	Year		Salary ($)		Share- based awards1 ($)		Option- based awards2 ($)		Non-equity incentive plan compensation ($)			Pension value4 ($)		All other compensation5 ($)	Total compensation ($)
									Annual incentive plans3		Long-term incentive plans
Ray Ferris6 President and Chief Executive Officer		2019 2018 2017		703,750 579,165 490,155		568,675 299,650 292,350		568,730 300,235 291,860		0 650,000 500,000	Nil Nil Nil		1,781,900 1,143,200 260,500	Nil Nil Nil		3,623,055 2,972,250 1,834,865
Chris Virostek7 Vice-President, Finance and Chief Financial Officer		2019 2018 2017		423,750 405,000 295,000		231,005 220,330 194,900		230,940 219,660 195,025		0 420,000 300,000	Nil Nil Nil		280,500 0 0	Nil Nil Nil		1,166,195 1,264,990 984,925
Chris McIver Vice-President, Sales and Marketing		2019 2018 2017		355,750 347,625 339,650		212,400 207,115 202,640		212,380 207,460 202,565		0 354,000 345,500	Nil Nil Nil		443,500 252,700 186,700	Nil Nil Nil		1,224,030 1,368,900 1,277,055
Sean McLaren8 Vice-President, U.S. Lumber		2019 2018 2017		453,367 432,278 418,019		169,920 165,985 159,380		170,025 165,505 159,275		0 440,538 430,486	Nil Nil Nil		724,100 134,200 159,800	Nil Nil Nil		1,517,412 1,338,506 1,326,960
Brian Balkwill Vice-President, Canadian Wood Products		2019 2018 2017		328,250 288,750 257,500		162,170 132,200 127,505		162,765 132,695 127,420		0 325,000 265,000	Nil Nil Nil		549,900 765,400 162,400	Nil Nil Nil		1,203,085 1,704,085 989,825
Ted Seraphim9 Former Chief Executive Officer		2019 2018 2017		835,380 820,095 797,750		501,200 978,275 950,360		1,002,420 977,640 950,390		0 1,044,250 1,018,750	Nil Nil Nil		897,100 832,700 635,200	Nil Nil Nil		3,236,100 4,652,960 4,352,450

1. For a description of the units see “Phantom Share Unit Plan” on page 56. Units are valued at the date of grant using the Towers Watson Binomial method which was the method used by the HR&C Committee when granting the units. This method was applied consistently in its competitive market analysis.

2. Options have a term of ten years and vest as to 20% on each of the first through fifth anniversary dates of the grant date. Each Option was valued using the Towers Watson Binomial method for the same reason as described in footnote 1. Whether the executive will receive value under these Options will depend on the future market price of Common shares. A description of the current value of all Options held by each Named Executive Officer is set out in the charts at pages 56 – 60.

3. Annual incentive (bonus) plan payments are included in the year earned and are paid in the following year.

4. Pension value represents the change in the pension liability related to the annual service cost, actual and assumed future compensation changes and the impact of plan changes, if any. The pension value is calculated based on the Company’s best estimate of future events that affect pension liabilities, including assumptions about future salary adjustments and bonuses, and is reflected in the pension value for the Named Executive Officers. Pension values will increase in those years where there has been a significant salary increase. Pension values will also be affected by

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changes in future compensation assumptions and in particular in those years where such assumptions have been updated following periodic reviews of the underlying pension plans and their associated liabilities.

5. Perquisites and other personal benefits do not exceed the lesser of $50,000 and 10% of total compensation for any of our Named Executive Officers.

6. Mr. Ferris was appointed President effective April 19, 2018, prior to which he was the Company’s Executive Vice-President and Chief Operating Officer effective February 15, 2016. Mr. Ferris was appointed Chief Executive Officer effective June 30, 2019 on the retirement of Ted Seraphim from that role.

7. Mr. Virostek was appointed Vice-President, Finance and Chief Financial Officer effective April 1, 2017.

8. Over the three-year period reported in the table above, Mr. McLaren’s salary and annual incentive compensation was awarded in U.S. dollars. The exchange rate used to convert this U.S. dollar compensation was the Bank of Canada’s average US/CDN exchange rate for the fiscal year (2019 = 1.3268; 2018 = 1.2957; 2017 = 1.2986).

9. The long-term incentive component of Mr. Seraphim’s compensation was based on a target multiplier of 240% of his base salary at the time of grant.

Option Grants

Under the Stock Option Plan, the exercise price of an Option per Common share will not be less than the closing price of the Common shares on the TSX on the last trading day before the Option is granted. The length of the term of Options will be fixed by the Board or the HR&C Committee at not more than ten years and, unless otherwise determined by the Board or the HR&C Committee, Options vest at the rate of 20% per year over the first five years of the term.

Under the Stock Option Plan, Options may not be exercised after a holder ceases to be an eligible participant except that (a) an Option held on the death of an Option holder may be exercised by the personal representative of the holder during the period ending on the earlier of its expiry date and two years after the date of death, (b) an Option held on the retirement or total disability of an Option holder may be exercised during the period ending on the earlier of its expiry date and five years after the date of retirement or disability, and (c) a vested Option held in any other case, may be exercised no later than the earlier of its expiry date and 30 days after the date the holder ceases to be an eligible participant. Options are not assignable, other than those that may be exercised by the personal representative of a deceased holder. We do not provide any financial assistance to holders of Options in connection with the exercise of Options.

The number of Common shares subject to an Option, the exercise price per Common share and the total number of Common shares that may be made subject to Options under the Stock Option Plan will be adjusted proportionately in the event of any subdivision or consolidation of Common shares or any dividend payable in Common shares and will be adjusted as determined by the Board in the event of certain other reorganizations or other events affecting the Common shares. Under the Stock Option Plan, Options granted which have not vested do not automatically vest on a change of control.

The Stock Option Plan permits outstanding vested Options to be surrendered by the holder to the Company in return for a cash payment under the Cash Value Alternative. The cash payment for a surrendered Option is equal to the amount by which the weighted average price per share at which the Common shares were traded on the TSX on the last trading day exceeds the exercise price per Common share applicable to the Option multiplied by the number of Common shares underlying the Option and the amount determined by the HR&C Committee as representative of the estimated costs avoided by the Option holder (such as trading commissions) by virtue of electing the Cash Value Alternative. Since implementation of the Cash Value Alternative in 2003 only 161,535 Common shares have been issued on the exercise of outstanding Options. Our management believes that the Stock Option Plan, with the Cash Value Alternative, operates in a manner similar to the types of long-term incentive plans currently recommended by major institutional shareholder groups for public companies in North America.

The Stock Option Plan restricts the Option holdings of insiders. It provides that: (a) annual grants of Options to insiders may not be for a number of Common shares that exceeds 1% of the total number of our outstanding voting securities (the “Issued Shares”); (b) no single insider may hold, at any time, Options to acquire a number of Common shares that, together with all other Common shares issuable to the insider

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under any other equity compensation arrangements then in place (“Other Arrangements”), would exceed 5% of the Issued Shares; (c) the total number of Options held, at any time, by insiders cannot allow them to acquire a number of Common shares that, together with all other Common shares issuable to insiders under any Other Arrangements, would exceed 10% of the Issued Shares; and (d) the number of Common shares that may be acquired by all insiders during any 12 month period by exercising Options, together with all other Common shares issuable to insiders under any Other Arrangements, may not exceed 10% of the Issued Shares.

The Board has the power, without Shareholder approval, to amend, suspend, terminate or discontinue the Stock Option Plan provided that doing so will not adversely alter or impair any Option without the written consent of the holder. This power includes the right to make appropriate adjustments to outstanding Options in the event of certain corporate transactions, to add provisions requiring forfeiture of Options in certain circumstances, to specify practices with respect to applicable tax withholdings, and to enhance clarity or correct ambiguous provisions in the Stock Option Plan. Notwithstanding this power, the Stock Option Plan provides that the Board may not, without Shareholder approval, amend the Stock Option Plan or an Option to: (i) increase the number of Common shares that may be issued; (ii) reduce the subscription price of an outstanding Option; (iii) extend the term of any Option beyond its expiry date or allow for an expiry date to be greater than ten years; (iv) allow non-permitted assignments or exercises of Options; (v) expand the persons entitled to participate in the Stock Option Plan; (vi) or provide for other types of equity-based compensation.

In 2007 we obtained the approval of our Shareholders to make certain amendments to the Stock Option Plan which included, amending the amendment provision to specify the circumstances in which Shareholder approval is or is not required for an amendment to the Stock Option Plan. In 2008 and 2010 our Board made housekeeping amendments to the Stock Option Plan to (i) clarify provisions related to retirement, disability or death, and (ii) clarify provisions related to withholding taxes, respectively.

In 2016 we obtained approval of our Shareholders to amend the Stock Option Plan to increase by 750,000 the number of Common shares that may be issued under Options and to restrict other forms of amendment without Shareholder approval.

A total of 151,530 Options were granted pursuant to the Stock Option Plan during the year ended December 31, 2019 and a total of 9,529 Options were exercised for Common shares during the year. An additional 157,685 Options were granted pursuant to the Stock Option Plan in February of 2020.

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The Options granted to each of the Named Executive Officers during the financial year ended December 31, 2019 pursuant to the Stock Option Plan were as follows:

Option Grants During 2019

Name	Securities Under Options Granted (#)		% of Total Options Granted to Employees in Financial Year		Exercise or Base Price ($/Security)		Market Value of Securities Underlying Options on the Date of Grant ($/Security)		Expiration Date
Ray Ferris		23,900		16		72.11		1,723,429		February 15, 2029
Chris Virostek		9,705		6		72.11		699,828		February 15, 2029
Chris McIver		8,925		6		72.11		643,582		February 15, 2029
Sean McLaren		7,145		5		72.11		515,226		February 15, 2029
Brian Balkwill		6,840		5		72.11		493,232		February 15, 2029
Ted Seraphim		42,125		28		72.11		3,037,634		June 30, 2024

The outstanding Options held by each Named Executive Officer that vested during the financial year ended December 31, 2019 were as follows:

Options Vested During 2019

Name	Number of Options		Value ($)1
Ray Ferris		15,347		240,704
Chris Virostek		3,813		26,404
Chris McIver		11,104		171,345
Sean McLaren		8,734		134,626
Brian Balkwill		4,436		72,031
Ted Seraphim2		174,342		1,274,401

1. Based on the Closing Price as at the date of vesting. No value is attributed to options that have an exercise price greater than the Closing Price at date of vesting.

2. Effective June 30, 2019 Mr. Seraphim retired as CEO of the Company. As a result, 131,369 of previously unvested Options held by him vested on June 30, 2019.

During 2019, no outstanding Options were surrendered for cash by the Named Executive Officers.

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The following tables provide particulars of Options held by each of the Named Executive Officers as of March 31, 2020 with current value based on the Closing Price of $26.84:

Ray Ferris

Option Grant Date

Exercisable

Non- Exercisable

Exercise Price ($)

Current Value of Exercisable Options ($)

Current Value of Non- Exercisable Options ($)

Expiry Date

February 15, 2013

18,450

Nil

40.82

Nil

Nil

February 15, 2023

February 17, 2014

14,350

Nil

53.96

Nil

Nil

February 17, 2024

February 23, 2015

12,385

Nil

73.99

Nil

Nil

February 23, 2025

February 15, 2016

17,948

4,487

40.97

Nil

Nil

February 15, 2026

February 20, 2017

10,335

6,890

52.95

Nil

Nil

February 20, 2027

February 16, 2018

4,136

6,204

85.40

Nil

Nil

February 16, 2028

February 15, 2019

4,780

19,120

72.11

Nil

Nil

February 15, 2029

February 14, 2020

Nil

44,635

64.50

Nil

Nil

February 14, 2030

Totals

82,384

81,336

Nil

Nil

Chris Virostek

Option Grant Date

Exercisable

Non- Exercisable

Exercise Price ($)

Current Value of Exercisable Options ($)

Current Value of Non- Exercisable Options ($)

Expiry Date

April 3, 2017

4,600

6,900

55.62

Nil

Nil

April 3, 2027

February 16, 2018

3,026

4,539

85.40

Nil

Nil

February 16, 2028

February 15, 2019

1,941

7,764

72.11

Nil

Nil

February 15, 2029

February 14, 2020

Nil

13,950

64.50

Nil

Nil

February 14, 2030

Totals

9,567

33,153

Nil

Nil

Chris McIver

Option Grant Date

Exercisable

Non- Exercisable

Exercise Price ($)

Current Value of Exercisable Options ($)

Current Value of Non- Exercisable Options ($)

Expiry Date

February 15, 2013

14,400

Nil

40.82

Nil

Nil

February 15, 2023

February 17, 2014

11,200

Nil

53.96

Nil

Nil

February 17, 2024

February 23, 2015

9,655

Nil

73.99

Nil

Nil

February 23, 2025

February 15, 2016

12,452

3,113

40.97

Nil

Nil

February 15, 2026

February 20, 2017

7,173

4,782

52.95

Nil

Nil

February 20, 2027

February 16, 2018

2,858

4,287

85.40

Nil

Nil

February 16, 2028

February 15, 2019

1,785

7,140

72.11

Nil

Nil

February 15, 2029

February 14, 2020

Nil

11,575

64.50

Nil

Nil

February 14, 2030

Totals

59,523

30,897

Nil

Nil

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Sean McLaren

Option Grant Date

Exercisable

Non- Exercisable

Exercise Price ($)

Current Value of Exercisable Options ($)

Current Value of Non- Exercisable Options ($)

Expiry Date

February 15, 2013

11,350

Nil

40.82

Nil

Nil

February 15, 2023

February 17, 2014

8,775

Nil

53.96

Nil

Nil

February 17, 2024

February 23, 2015

7,555

Nil

73.99

Nil

Nil

February 23, 2025

February 15, 2016

9,792

2,448

40.97

Nil

Nil

February 15, 2026

February 20, 2017

5,640

3,760

52.95

Nil

Nil

February 20, 2027

February 16, 2018

2,280

3,420

85.40

Nil

Nil

February 16, 2028

February 15, 2019

1,429

5,716

72.11

Nil

Nil

February 15, 2029

February 14, 2020

Nil

9,270

64.50

Nil

Nil

February 14, 2030

Totals

46,821

24,614

Nil

Nil

Brian Balkwill

Option Grant Date

Exercisable

Non- Exercisable

Exercise Price ($)

Current Value of Exercisable Options ($)

Current Value of Non- Exercisable Options ($)

Expiry Date

February 15, 2013

1,000

Nil

40.82

Nil

Nil

February 15, 2023

February 17, 2014

1,490

Nil

53.96

Nil

Nil

February 17, 2024

February 23, 2015

1,505

Nil

73.99

Nil

Nil

February 23, 2025

February 15, 2016

4,257

1,419

40.97

Nil

Nil

February 15, 2026

February 20, 2017

3,008

3,008

52.95

Nil

Nil

February 20, 2027

February 16, 2018

1,828

2,742

85.40

Nil

Nil

February 16, 2028

February 15, 2019

1,368

5,472

72.11

Nil

Nil

February 15, 2029

February 14, 2020

Nil

9,040

64.50

Nil

Nil

February 14, 2030

Totals

14,456

21,681

Nil

Nil

Ted Seraphim

Option Grant Date

Exercisable

Non- Exercisable

Exercise Price ($)

Current Value of Exercisable Options ($)

Current Value of Non- Exercisable Options ($)

Expiry Date

February 15, 2013

41,500

Nil

40.82

Nil

Nil

February 15, 2023

February 17, 2014

36,580

Nil

53.96

Nil

Nil

February 17, 2024

February 23, 2015

33,780

Nil

73.99

Nil

Nil

June 30, 2024

February 15, 2016

54,745

Nil

40.97

Nil

Nil

June 30, 2024

February 20, 2017

56,090

Nil

52.95

Nil

Nil

June 30, 2024

February 16, 2018

33,670

Nil

85.40

Nil

Nil

June 30, 2024

February 15, 2019

42,125

Nil

72.11

Nil

Nil

June 30, 2024

Totals

298,490

Nil

Nil

Nil

RS Units and PS Units

Beginning in 2010 our Board of Directors has approved annual grants of RS Units and PS Units (collectively, “Units”) to Named Executive Officers and other employees pursuant to the Phantom Share Unit Plan. The plan and Units are described in the Report on Executive Compensation under the heading “Phantom Share Unit Plan” on page 56.

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The Units granted to each of the Named Executive Officers during the year ended December 31, 2019 were as follows:

Equity-Based Grants During 2019

Number of Units Granted

% of Total Units Granted to Employees in the Current Year

Aggregate Market Value of Units on Date of Grant ($)

Aggregate Market Value of Units at March 31, 2020 ($)

Name

RSUs1

PSUs2

RSUs

PSUs

RSUs3

PSUs3

RSUs4

PSUs4

Ray Ferris

Nil

9,170

Nil

23

Nil

661,249

Nil

246,123

Chris Virostek

Nil

3,725

Nil

9

Nil

268,610

Nil

99,979

Chris McIver

Nil

3,425

Nil

9

Nil

246,977

Nil

91,927

Sean McLaren

Nil

2,740

Nil

7

Nil

197,581

Nil

73,542

Brian Balkwill

Nil

2,615

Nil

7

Nil

188,568

Nil

70,187

Ted Seraphim

Nil

8,082

Nil

20

Nil

582,793

Nil

216,921

1. RS Units.

2. PS Units.

3. Based on the Closing Price of $72.11.

4. Based on the Closing Price of $26.84.

The following tables provide particulars of Units held by each of the Named Executive Officers as of March 31, 2020 with the current value based on the Closing Price of $26.84:

	Vesting 2021				Vesting 2022				Vesting 2023				Value as at March 31, 20201($)
Name	RSUs		PSUs		RSUs		PSUs		RSUs		PSUs		RSUs		PSUs
Ray Ferris		2,040		2,040		Nil		9,170		Nil		15,055		54,754		704,953
Chris Virostek		1,500		1,500		Nil		3,725		Nil		4,705		40,260		266,521
Chris McIver		1,410		1,410		Nil		3,425		Nil		3,905		37,884		234,582
Sean McLaren		1,130		1,130		Nil		2,740		Nil		3,125		30,329		187,746
Brian Balkwill		900		900		Nil		2,615		Nil		3,045		24,156		176,070
Ted Seraphim		6,660		6,660		Nil		8,082		Nil		Nil		178,754		395,675

1. Based on the Closing Price of $26.84.

The Units held by each of the Named Executive Officers that vested during the year ended December 31, 2019 were as follows:

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Equity-Based Awards Vested During 2019

	Number of units vested				Value paid at February 20, 2019 ($)
Name	RSUs1		PSUs1		RSUs2		PSUs2
Ray Ferris		4,130		4,130		309,372		593,594
Chris Virostek		Nil		Nil		Nil		Nil
Chris McIver		2,864		2,864		214,533		411,904
Sean McLaren		2,251		2,251		168,644		323,796
Brian Balkwill		1,302		1,302		97,515		187,229
Ted Seraphim		10,072		10,072		754,500		1,448,640

1. RS Units and PS Units granted during 2016 plus additional units credited under the Phantom Share Unit Plan as a result of dividends on the Common shares.

2. Based on 20-day volume weighted average trading price for the period immediately preceding February 16, 2019 of $74.91 per unit for RS Units and $74.91 per unit for PS Units and a performance multiplier of 1.92 for PS Units.

Pension Plans

The majority of our full-time salaried employees are covered by non-contributory defined benefit pension plans.

For those salaried employees whose employment began before 2016, the plans provide a pension equal to 2% of the highest average compensation (which includes base salary and bonuses) of the employee for any consecutive 60-month period in that employee’s final 10 years with us multiplied by the number of years of credited service with us. Normal retirement is at age 65. In accordance with applicable tax legislation, these plans allow for additional years of credited service until a continuing employee reaches age 71. Each of these pension plans allows for early retirement at age 55 with a minimum service requirement of two years. Benefits provided for early retirement are reduced by 4% per year for retirement between the ages of 55 and 57 and by 3% per year for retirement between the ages of 58 and 59. No reduction is made for retirement between the ages of 60 and 64.

On January 1, 2016 we introduced a new non-contributory defined benefit pension plan for salaried employees whose employment begins on or after that date. Changes from the existing plans include a pension based on the employee’s average annual salary over the final 10 years with us as well as the elimination of early retirement benefits so that full pension benefits are only achieved on retirement at age 65 or over. In accordance with applicable tax legislation, this new plan also allows for additional years of credited service until a continuing employee reaches age 71.

The estimated annual pension payable upon retirement, assuming employment began before 2016, no reduction for early retirement and based on the standard form life annuity for a minimum of 60 months with no joint survivor pension, is as follows:

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Estimated Annual Benefits Payable Upon Retirement

Annual Compensation	Years of Service
	15 Years		20 Years		25 Years		30 Years
$400,000	$	120,000	$	160,000	$	200,000	$	240,000
$500,000	$	150,000	$	200,000	$	250,000	$	300,000
$600,000	$	180,000	$	240,000	$	300,000	$	360,000
$700,000	$	210,000	$	280,000	$	350,000	$	420,000
$800,000	$	240,000	$	320,000	$	400,000	$	480,000
$900,000	$	270,000	$	360,000	$	450,000	$	540,000
$1,000,000	$	300,000	$	400,000	$	500,000	$	600,000
$1,100,000	$	330,000	$	440,000	$	550,000	$	660,000
$1,200,000	$	360,000	$	480,000	$	600,000	$	720,000
$1,300,000	$	390,000	$	520,000	$	650,000	$	780,000
$1,400,000	$	420,000	$	560,000	$	700,000	$	840,000
$1,500,000	$	450,000	$	600,000	$	750,000	$	900,000

Compensation for the purposes of the pension plans, based on employment beginning before 2016, is defined as the average annual compensation, including salary and bonus, of the highest consecutive 60-month period in the last 10 years’ service with the Company.

The benefits listed in the table are not subject to any deduction for Canada Pension Plan or other offset amounts.

The table below sets forth the accumulated pension benefits for each of the Named Executive Officers as at December 31, 2019:

Name	Number of years credited service (#)		Annual benefits payable1 ($)				Opening present value of defined benefit obligation2 ($)		Compensatory change ($)3		Non- compensatory change4 ($)		Closing present value of defined benefit obligation2 ($)
			At year end		At age 65
Ray Ferris		18.3		341,900		480,900		4,800,500		1,781,900		853,600		7,436,000
Chris Virostek5		2.7		36,800		280,400		--		280,500		415,100		695,600
Chris McIver		28.7		350,500		451,400		4,417,100		443,500		725,700		5,586,300
Sean McLaren		31.5		360,000		519,900		4,291,700		724,100		986,000		6,001,800
Brian Balkwill		32.7		289,100		367,600		4,241,600		549,900		850,600		5,642,100
Ted Seraphim		22.3		701,000		855,800		9,194,000		897,100		1,381,500		11,472,600

1. Represents the estimated annual pension, excluding any employee-paid ancillary benefits, where applicable, that would be received by the Named Executive Officer upon retirement at age 65 based on actual pensionable earnings at December 31, 2019. The annual pension payable at year end is based on actual credited service at December 31, 2019. The annual pension at age 65 is based on credited service projected to age 65. In accordance with applicable tax legislation, our pension plans allow for additional years of credited service until a continuing employee reaches age 71.

2. The present value is the estimated value of the pension obligation to the date indicated using the actuarial assumptions and methods that are consistent with those used in determining pension liabilities as disclosed in the consolidated financial statements.

3. Compensatory change represents the change in the pension liability related to the annual service cost, actual and assumed future compensation changes and the impact of plan changes, if any. The pension value is calculated based on the Company’s best estimate of future events that affect pension liabilities, including assumptions about future salary adjustments and bonuses, and is reflected in the pension value for the Named Executive Officers. Pension values will increase in those years where there has been a significant salary increase. Pension values will also be affected by changes in future compensation assumptions and in particular in those years where such assumptions have been updated following periodic reviews of the underlying pension plans and their associated liabilities.

4. Non-compensatory change includes items such as interest on the obligation and the impact of changes in the discount rate assumption.

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5. The Company’s pension plan has a 2-year wait period for enrolment. These years of service are credited to the employee after the wait period has passed.

The estimated years of credited service under the pension plans at the normal retirement age of 65 for each Named Executive Officer other than Ted Seraphim who retired in 2019 is set out below. We have not granted on a discretionary basis any additional years of credited service to our Named Executive Officers in excess of their actual years of service.

Ray Ferris	26 years
Chris Virostek	21 years
Chris McIver	37 years
Sean McLaren	45 years
Brian Balkwill	41 years

Severance and Change of Control Agreements

Other than pension and retirement benefits described above and the CEO retirement arrangement described below, the Company has not entered into any agreements with its Named Executive Officers that provide for payments following or in connection with any termination (whether voluntary, involuntary or constructive) or a change in control of the Company.

The Company entered into a CEO retirement arrangement with Mr. Seraphim in connection with his retirement as CEO on June 30, 2019. Under this arrangement, Mr. Seraphim continued as an employee until December 31, 2019 at his current base salary and benefits (other than long-term disability and vacation benefits) and was to consult and advise the Company as needed. In connection with this arrangement, for his service as CEO Mr. Seraphim was granted 42,125 Options and 8,082 PS Units as part of the 2019 annual long-term incentive grants to our executive officers and was entitled to a pro-rated bonus in respect of his service as CEO to June 30, 2019 (should bonuses be payable under the terms of our Bonus Plan). As part of this arrangement, the Board also determined that it would be appropriate that, following his retirement on December 31, 2019, Mr. Seraphim would be entitled to retain all his granted and unvested PS Units and RS Units without any pro-rata reduction on account of his retirement.

Directors’ Compensation and Holdings

For a description of retainers and fees payable to Directors, actual compensation paid during 2019 and securities held by Directors, see “Information regarding Nominees for Election as Directors - Director Compensation” beginning on page 25.

Indebtedness of Directors, Officers and Employees

The following table sets out the aggregate indebtedness outstanding to us from our employees and former employees as at March 31, 2020. We do not grant loans to our Directors or officers. None of our current Directors, officers, or any former Director or officer, or any associate of any of the foregoing, is, or has been at any time during 2019, indebted to us or our subsidiaries, either in connection with the purchase of our securities or otherwise.

AGGREGATE INDEBTEDNESS
Purpose	To the Company or its Subsidiaries		To Another Entity
Share purchases		Nil	Nil
Employee loans	$	2,641,906	Nil

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Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information with respect to securities authorized for issuance by us under equity compensation plans that permit issuance from treasury as at December 31, 2019.

	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 column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by Shareholders		1,211,137	$	51.78		338,052
Equity compensation plans not approved by Shareholders		N/A		N/A		N/A
Total		1,211,137	$	51.78		338,052

ADDITIONAL INFORMATION

Additional information (including financial information) relating to us can be found in our Annual Report for the year ended December 31, 2019, which includes our Annual Information Form and our audited financial statements for the years ended December 31, 2019 and 2018 and the accompanying audit report and management’s discussion and analysis. The Annual Report is on our website (www.westfraser.com) and can also be found on SEDAR (www.sedar.com). Copies of the Annual Report and the relevant portion of any documents incorporated by reference in the Annual Report, as well as additional copies of this Circular, may be obtained upon request to our Chief Financial Officer, Suite 501 – 858 Beatty Street, Vancouver, B.C., V6B 1C1 or by emailing to shareholder@westfraser.com.

DATED at Vancouver, B.C., April 16, 2020.

BY ORDER OF THE BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

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SCHEDULE “A” – RIGHTS PLAN

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SHAREHOLDER RIGHTS PLAN

AGREEMENT

DATED AS OF

APRIL 9, 2020

BETWEEN

WEST FRASER TIMBER CO. LTD.

AND

AST TRUST COMPANY (CANADA)

AS RIGHTS AGENT

TABLE OF CONTENTS

Article 1 INTERPRETATION		1
1.1	Certain Definitions	1
1.2	Currency	19
1.3	Headings	19
1.4	Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares	19
1.5	Acting Jointly or in Concert	19
Article 2 RIGHTS		20
2.1	Legend on Share Certificates	20
2.2	Initial Exercise Price; Exercise of Rights; Detachment of Rights	20
2.3	Adjustments to Exercise Price; Number of Rights	24
2.4	Date on Which Exercise Is Effective	29
2.5	Execution, Authentication, Delivery and Dating of Rights Certificates	29
2.6	Registration, Transfer and Exchange	30
2.7	Mutilated, Destroyed, Lost and Stolen Rights Certificates	31
2.8	Persons Deemed Owners of Rights	32
2.9	Delivery and Cancellation of Certificates	32
2.10	Agreement of Rights Holders	32
2.11	Rights  Certificate Holder Not Deemed a Shareholder	33
Article 3 ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS		34
3.1	Flip-in Event	34
Article 4 THE RIGHTS AGENT		36
4.1	General	36
4.2	Merger, Amalgamation or Consolidation or Change of Name of Rights Agent	37
4.3	Duties of Rights Agent	38
4.4	Change of Rights Agent	40
4.5	Compliance with Anti-Money Laundering Legislation	40
4.6	Privacy Legislation	41
4.7	Liability	41
Article 5 MISCELLANEOUS		41
5.1	Redemption and Waiver	41
5.2	Expiration	44
5.3	Issuance of New Rights Certificates	44
5.4	Supplements and Amendments	44
5.5	Fractional Rights and Fractional Shares	46
5.6	Rights of Action	46
5.7	Regulatory Approvals	47
5.8	Declaration as to Foreign Holders	47
5.9	Notices	47
5.10	Costs of Enforcement	48

5.11	Successors	48
5.12	Benefits of this Agreement	48
5.13	Governing Law	49
5.14	Severability	49
5.15	Effective Date	49
5.16	Determinations and Actions by the Board of Directors	49
5.17	Fiduciary Duties of Directors	50
5.18	Time of the Essence	50
5.19	Execution in Counterparts	50

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SHAREHOLDER RIGHTS PLAN AGREEMENT

SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of April 9, 2020 between West Fraser Timber Co. Ltd. (“West Fraser” or the “Corporation”) a company incorporated under the laws of British Columbia and AST Trust Company (Canada), a company governed under the laws of Canada (the “Rights Agent”);

WHEREAS the board of directors of West Fraser has determined that it is advisable and in the best interest of the Corporation to adopt and maintain a shareholder rights plan to take effect on April 9, 2020 to ensure, to the extent possible, that all shareholders of West Fraser are treated fairly in connection with any take-over bid for West Fraser;

AND WHEREAS in order to implement the adoption of a shareholder rights plan as established by this Agreement, the board of directors of West Fraser:

(a) authorized the issuance, effective at the Record Time (as hereinafter defined), of one Right (as hereinafter defined) in respect of each Voting Share (as hereinafter defined) outstanding at the Record Time; and

(b) authorized the issuance of one Right in respect of each Voting Share issued after the Record Time and prior to the earlier of the Separation Time (as hereinafter defined) and the Expiration Time (as hereinafter defined);

AND WHEREAS each Right entitles the holder thereof, after the Separation Time, to purchase securities of West Fraser pursuant to the terms and subject to the conditions set forth in this Agreement;

AND WHEREAS West Fraser desires to appoint the Rights Agent to act on behalf of West Fraser and the holders of Rights, and the Rights Agent is willing to so act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to in this Agreement;

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein, and subject to such covenants and agreements, the parties hereby agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Certain Definitions

For purposes of this Agreement, the following terms have the meanings indicated:

(a) “Acquiring Person” means any Person who is the Beneficial owner of 20% or more of the outstanding Voting Shares; provided, however, that the term “Acquiring Person” shall not include:

(i) West Fraser or any Subsidiary of West Fraser;

(ii) any Person who becomes the Beneficial owner of 20% or more of the outstanding Voting Shares as a result of one or any combination of:

(A) an acquisition or redemption by West Fraser of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially owned by such Person to 20% or more of the Voting Shares then outstanding,

(B) a Permitted Bid Acquisition,

(C) a Pro Rata Acquisition,

(D) an Exempt Acquisition, or

(E) a Convertible Security Acquisition;

provided, however, that if a Person becomes the Beneficial owner of 20% or more of the outstanding Voting Shares by reason of one or any combination of the operation of Paragraphs (A), (B), (C), (D) or (E) above and such Person thereafter becomes the Beneficial owner of more than an additional 1% of the number of outstanding Voting Shares (other than pursuant to one or more of any combination of Paragraphs (A), (B), (C) , (D) or (E) above, as the case may be), then as of the date such Person becomes the Beneficial owner of such additional Voting Shares, as the case may be, such Person shall become an “Acquiring Person”;

(iii) for a period of 10 calendar days after the Disqualification Date (as defined below), any Person who becomes the Beneficial owner of 20% or more of the outstanding Voting Shares as a result of such Person becoming disqualified from relying on Section 1.1(h)(iv)(B) solely because such Person is making or has announced a current intention to make a Take-over Bid, either alone, through such Person’s Affiliates or Associates or by acting jointly or in concert with any other Person. For the purposes of this definition, “Disqualification Date” means the first date of a public announcement of facts indicating that any Person is making or has announced a current intention to make a Take-over Bid, either alone, through such Person’s Affiliates or Associates or by acting jointly or in concert with any other Person (which, for the purposes of this definition, shall include, without limitation a report asserting such facts filed pursuant to NI 62-103, NI 62-104, Section 13(d) of the U.S. Exchange Act or any other applicable securities laws, as amended from time to time and any provision substituted therefor);

(iv) an underwriter or member of a banking or selling group acting in such capacity that acquires 20% or more of the outstanding Common Shares

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from West Fraser in connection with a distribution of securities of West Fraser; or

(v) a Person (a “Grandfathered Person”) who is the Beneficial owner of 20% or more of the outstanding Voting Shares determined as at the Record Time, provided however, that this exception shall not be, and shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the Record Time: (1) cease to own 20% or more of the outstanding Voting Shares, or (2) become the Beneficial owner of any additional Voting Shares that increases its Beneficial ownership of Voting Shares by more than 1% of the number of Voting Shares outstanding as at the Record Time, other than through an acquisition pursuant to which a Person becomes a Beneficial owner of additional Voting Shares by reason of one or any combination of the operation of Paragraphs 1.1(a)(ii)(A), (B), (C), (D) or (E).

(b) “Adjusted Exercise Price” means the price at which a holder may purchase the securities issuable upon exercise of Rights pursuant to the terms of Section 3.1(a)(ii) which, until adjustment thereof in accordance with the terms hereof, shall be equal to the Exercise Price multiplied by a fraction in which:

(i) the numerator is the number of Common Shares per Right that may be purchased pursuant to Section 3.1(a)(ii); and

(ii) the denominator is the number of Common Shares per Right that could have been purchased pursuant to Section 3.1(a) in the event that there had been sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase the number of Common Shares to which they would have been entitled under Section 3.1(a)(i);

(c) “Adjustment Factor” shall mean a fraction in which:

(i) the numerator is equal to West Fraser’s authorized but unissued Voting Shares; and

(ii) the denominator is equal to West Fraser’s issued and outstanding Voting Shares minus those Voting Shares that the Acquiring Person Beneficially owns;

(d) “Affiliate”, when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such a specified Person;

(e) “Agreement” means this shareholder rights plan agreement dated April 9, 2020, as amended, modified or supplemented from time to time; “hereof”, “herein”, “hereto” and similar expressions mean and refer to this Agreement as a whole and not to any particular part of this Agreement;

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(f) “Annual Cash Dividend” means cash dividends paid in any fiscal year of West Fraser, to the extent that such cash dividends do not exceed in the aggregate, the greatest of:

(i) 200% of the aggregate amount of cash dividends declared payable by West Fraser on its Common Shares in its immediately preceding fiscal year;

(ii) 300% of the arithmetic mean of the aggregate amounts of the annual cash dividends declared payable by West Fraser on its Common Shares in its three immediately preceding fiscal years; and

(iii) 100% of the aggregate consolidated net income of West Fraser, before extraordinary items, for its immediately preceding fiscal year;

(g) “Associate” when used to indicate a relationship with a specified Person, means any relative of such specified Person who has the same home as such specified Person, or any Person to whom such specified Person is married or with whom such specified Person is living in a conjugal relationship outside marriage, or any relative of such spouse or other Person who has the same home as such specified Person;

(h) A Person shall be deemed the “Beneficial owner” of, and to have “Beneficial ownership” of, and to “Beneficially own”,

(i) any securities of which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(ii) any securities of which such Person or any of such Person’s Affiliates or Associates has, directly or indirectly, the right to become the owner at law or in equity (provided that such right is exercisable within a period of 60 days, whether or not on condition or the happening of any contingency or the making of any payment) pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing (other than customary agreements with and between underwriters and/or banking group members and/or selling group members with respect to a distribution of securities and other than pledges of securities in the ordinary course of business), or upon the exercise, conversion or exchange of any Convertible Security (other than the Rights);

(iii) any securities which are subject to a lock-up or similar agreement to tender or deposit them into any Take-over Bid made by such Person or made by any Affiliate or Associate of such Person or made by any other Person acting jointly or in concert with such Person; and

(iv) any securities which are Beneficially owned within the meaning of Sections 1.1(h)(i), (ii) or (iii) by any other Person with whom such Person is acting jointly or in concert;

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provided, however, that a Person shall not be deemed the “Beneficial owner” of, or to have “Beneficial ownership” of, or to “Beneficially own”, any security as a result of the existence of any one or more of the following circumstances:

(A) such security has been agreed to be deposited or tendered pursuant to a Lock-up Agreement or is otherwise deposited or tendered pursuant to any Take-over Bid made by such Person, made by any of such Person’s Affiliates or Associates or made by any other Person referred to in Section 1.1(h)(iv), unless such deposited or tendered security has been taken up or paid for, whichever shall occur first;

(B) such Person, any of such Person’s Affiliates or Associates or any other Person referred to in Section 1.1(h)(iv) holds such security provided that,

(1) the ordinary business of any such Person (the “Investment Manager”) includes the management of investment funds for others (which others, for greater certainty, may include or be limited to one or more employee benefit plans or pension plans) and such security is held by the Investment Manager in the ordinary course of such business in the performance of such Investment Manager’s duties for the account of any other Person (a “Client”), including non-discretionary accounts held on behalf of a Client by a dealer or broker registered under applicable law;

(2) such Person is (i) the manager or trustee (the “Manager”) of a mutual fund (a “Mutual Fund”) that is registered or qualified to issue its securities to investors under the securities laws of any province of Canada or the laws of the United States and such security is held in the ordinary course of business in the performance of the Manager’s duties with respect to the Mutual Fund, or (ii) a Mutual Fund;

(3) such Person (the “Trust Company”) is licensed to carry on the business of a trust company under applicable laws and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each an “Estate Account”) or in relation to other accounts (each an “Other Account”) and holds such security in the ordinary course of such duties for such Estate Accounts or for such Other Accounts;

(4) such Person is an independent Person established by statute for purposes that include, and the ordinary business or

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activity of such Person (the “Statutory Body”) includes, the management of investment funds for employee benefit plans, pension plans, insurance plans or various public bodies and the Statutory Body holds such securities for the purposes of its activities as such;

(5) such Person (the “Administrator”) is the administrator or trustee of one or more pension funds, plans or related trusts (a “Plan”) or is a Plan registered or qualified under the laws of Canada or any Province thereof or the laws of the United States of America or any state thereof or is a Plan and holds such securities for the purposes of its activities as Administrator or as a Plan; or

(6) such Person is a Crown agent or agency;

provided, in any of the above cases, that the Investment Manager, the Manager, the Mutual Fund, the Trust Company, the Statutory Body, the Administrator, the Plan, or the Crown agent or agency, as the case may be, is not then making a Take-over Bid or has not then announced an intention to make a Take-over Bid other than an Offer to Acquire Voting Shares or other securities pursuant to a distribution by West Fraser or by means of ordinary market transactions (including pre-arranged trades entered into in the ordinary course of business of such Person) executed through the facilities of a stock exchange or organized over-the-counter market, alone or by acting jointly or in concert with any other Person;

(C) such Person or any other person acting jointly or in concert with such Person (1) is a Client of the same Investment Manager as another Person on whose account the Investment Manager holds such security, (2) has an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds such security or (3) is a Plan with the same Administrator as another Plan on whose account the Administrator holds such security;

(D) such Person or any other person acting jointly or in concert with such Person (1) is a Client of an Investment Manager and such security is owned at law or in equity by the Investment Manager, or (2) has an Estate Account or an Other Account of a Trust Company and such security is owned at law or in equity by the Trust Company or (3) is a Plan and such security is owned at law or in equity by the Administrator of the Plan;

(E) such Person is a registered holder of such security as a result of carrying on the business of, or acting as a nominee of, a securities depositary;

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(i) “BCBCA” means the Business Corporations Act (British Columbia), R.S.B.C. 2002, c.57, as amended, and the regulations made thereunder and any comparable or successor laws or regulations thereto;

(j) “Board of Directors” means the board of directors of West Fraser or any duly constituted and empowered committee thereof;

(k) “Book Entry Form” means, in reference to securities, securities that have been issued and registered in uncertificated form that are evidenced by an advice or other statement and which are maintained electronically on the records of West Fraser’s transfer agent, but for which no certificate has been issued;

(l) “Book Entry Rights Exercise Procedures” has the meaning ascribed thereto in Section 2.2(c);

(m) “Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in Vancouver, British Columbia are authorized or obligated by law to close;

(n) “Canadian Dollar Equivalent” of any amount which is expressed in United States dollars means, on any date, the Canadian dollar equivalent of any such amount determined by multiplying such amount by the U.S. - Canadian Exchange Rate in effect on such date;

(o) “Canadian - U.S. Exchange Rate” means, on any date, the inverse of the U.S. - Canadian Exchange Rate in effect on such date;

(p) “close of business” on any given date means the time on such date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the principal office in Vancouver, British Columbia of the transfer agent for the Common Shares of West Fraser (or, after the Separation Time, the principal office in Vancouver of the Rights Agent) is closed to the public, provided, however, that for the purposes of the definition of “Competing Permitted Bid” and the definition of “Permitted Bid”, “close of business” on any date means 11:59 p.m. (local time, at the place of deposit) on such date (or, if such date is not a Business Day, 11:59 p.m. (local time, at the place of deposit) on the next succeeding Business Day);

(q) “Common Shares” means the common shares in the capital of West Fraser, but for greater certainty does not include Class B common shares;

(r) “Competing Permitted Bid” means a Take-over Bid that:

(i) is made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the expiry of that other Permitted Bid;

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(ii) satisfies all components of the definition of a Permitted Bid other than the requirements set out in Section 1.1(qq)(ii)(A) of the definition of a Permitted Bid; and

(iii) contains, and the take-up and payment for securities tendered or deposited thereunder are subject to, an irrevocable and unqualified condition that no Voting Shares will be taken up or paid for pursuant to the Take-over Bid prior to the close of business on the last day of the minimum initial deposit period that such Take-over Bid must remain open for deposits of securities thereunder pursuant to NI 62-104 after the date of the Take-over Bid constituting the Competing Permitted Bid;

provided, however, that a Take-over Bid that qualified as a Competing Permitted Bid shall cease to be a Competing Permitted Bid as soon as such Take-over Bid ceases to meet any or all of the provisions of this definition, and any acquisition of Voting Shares made pursuant to such Take-over Bid that qualified as a Competing Permitted Bid, including any acquisition of Voting Shares made before such Take-over Bid ceased to be a Competing Permitted Bid, will not be a Permitted Bid Acquisition.

(s) “controlled” a Person is considered to be “controlled” by another Person or two or more Persons acting jointly or in concert if:

(i) in the case of a Person other than a partnership or a limited partnership, including a corporation or body corporate:

(A) securities entitled to vote in the election of directors (including, for Persons other than corporations, the administrators, managers, trustees or other individuals performing similar functions in respect of any such Person) carrying more than 50% of the votes for the election of directors of such Person are held, directly or indirectly, other than by way of security only, by or on behalf of the other Person or two or more Persons acting jointly or in concert; and

(B) the votes carried by such securities are entitled, if exercised, to elect, appoint or designate a majority of the board of directors of such Person;

(ii) in the case of a partnership other than a limited partnership, more than 50% of the interests in such partnership are held, directly or indirectly by the other Person or Persons; and

(iii) in the case of a limited partnership, the other Person or each of the other Persons is a general partner of the limited partnership,

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly;

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(t) “Convertible Securities” means, at any time, any securities issued by the Corporation (including rights, warrants and options) carrying any purchase, exercise, conversion or exchange right, pursuant to which the holder thereof may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency).

(u) “Convertible Security Acquisition” means the acquisition of Voting Shares upon the exercise of Convertible Securities acquired by a Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.

(v) “Co-Rights Agents” has the meaning ascribed thereto in Section 4.1(a);

(w) “Disposition Date” has the meaning ascribed thereto in Section 5.1(a);

(x) “Dividend Reinvestment Acquisition” means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

(y) “Dividend Reinvestment Plan” means a regular dividend reinvestment or other program or plan of West Fraser made available by West Fraser to holders of its securities and/or to holders of securities of a Subsidiary of West Fraser, where such program or plan permits the holder to direct that some or all of:

(i) any dividends paid in respect of shares of any class of West Fraser or a Subsidiary;

(ii) any proceeds of redemption of shares of West Fraser or a Subsidiary;

(iii) any interest paid on evidences of indebtedness of West Fraser or a Subsidiary; or

(iv) any optional cash payments; be applied to the purchase of Voting Shares;

(z) “Effective Date” means April 9, 2020;

(aa) “Election to Exercise” has the meaning ascribed thereto in Section 2.2(d);

(bb) “Exempt Acquisition” means an acquisition of Beneficial ownership of Voting Shares or Convertible Securities by a Person:

(i) in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Sections 5.1(a), (b) or (f); or

(ii) pursuant to an amalgamation, plan of arrangement or other statutory procedure having similar effect which has been approved by the Board of Directors and the holders of Voting Shares by the requisite majority or majorities of the holders of Voting Shares at a meeting duly called and

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held for such purpose in accordance with the provisions of the BCBCA, the notice of articles and the articles of West Fraser and any other applicable legal requirements; or

(iii) pursuant to a distribution to the public by the Corporation of Voting Shares or Convertible Securities made pursuant to a prospectus or private placement provided that the Person in question does not thereby acquire a greater percentage of Voting Shares representing the right to acquire Voting Shares than the percentage of Voting Shares such Person Beneficially owned immediately prior to such acquisition;

(cc) “Exercise Price” means, as of any date, the price at which a holder of a Right may purchase the securities issuable upon exercise of one whole Right which, until adjustment thereof in accordance with the terms hereof, shall be an amount equal to five times the Market Price per Common Share determined as of the Separation Time;

(dd) “Expansion Factor” has the meaning ascribed thereto in Section 2.3(a);

(ee) “Expiration Time” means the close of business on that date which is the earliest date of termination of this Agreement as provided for in Section 5.15 or, if this Agreement is confirmed and subsequently reconfirmed pursuant to Section 5.15;

(ff) “Flip-in Event” means a transaction in or pursuant to which any Person becomes an Acquiring Person;

(gg) “holder” has the meaning ascribed thereto in Section 2.8;

(hh) “Independent Shareholders” means holders of any Voting Shares, other than

(i) any Acquiring Person;

(ii) any Offeror (other than any Person who pursuant to Section 1.1(h) is not deemed to Beneficially own the Voting Shares held by such Person);

(iii) any Affiliate or Associate of any Acquiring Person or Offeror (referred to in Clause (ii) of this definition);

(iv) any Person acting jointly or in concert with any Acquiring Person or Offeror (referred to in Clause (ii) of this definition); and

(v) any employee benefit plan, stock purchase plan, deferred profit sharing plan and any similar plan or trust for the benefit of employees of West Fraser or a Subsidiary of West Fraser, unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or withheld from voting or direct whether the Voting Shares are to be tendered to a Take-over Bid;

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(ii) “Lock-up Agreement” means an agreement between a Person and one or more holders of Voting Shares or Convertible Securities (each a “Locked-up Person”) the terms of which are publicly disclosed and a copy of which agreement is made available to the public (including West Fraser) not later than (i) the date the Lock-up Bid (as defined below) is publicly announced or, (ii) if the Lock-up Bid has been made prior to the date on which such agreement is entered into then as soon as possible after it is entered into and in any event not later than the date following the date of such agreement, pursuant to which each Locked-up Person agrees to deposit or tender Voting Shares or Convertible Securities to a Take-over Bid (the “Lock-up Bid”) to be made or made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in Section 1.1(h)(iv) and which provides:

(i) that any agreement to deposit or tender to, or to not withdraw Voting Shares or Convertible Securities from, the Lock-up Bid is terminable at the option of the Locked-up Person in order to tender or deposit such Voting Shares or Convertible Securities to another Take-over Bid or support another transaction:

(A) where the price or value per Voting Share or Convertible Security offered under such other Take-over Bid or transaction is higher than the price or value per Voting Share or Convertible Security offered under the Lock-up Agreement; or

(B) if:

(1) the price or value per Voting Share or Convertible Security offered under the other Take-over Bid or transaction exceeds the price or value per Voting Share or Convertible Security offered or proposed to be offered under the Lock-up Bid by as much or more than a specified amount (the “Specified Amount”) and the Specified Amount is not greater than 7% of the price or value per Voting Share or Convertible Security that is offered or proposed to be offered under the Lock-up Bid; or

(2) the number of Voting Shares or Convertible Securities to be purchased under the other Take-over Bid or transaction exceeds the number of Voting Shares offered to be purchased under the Lock-up Bid by as much or more than a specified number of Voting Shares (the “Specified Number of Shares”) and the Specified Number of Shares is not greater than 7% of the number of Voting Shares offered to be purchased under the Lock-up Bid, at a price or value per Voting Share or Convertible Security, as applicable, that is not less than the price or value per Voting

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Share or Convertible Security offered under the Lock-up Bid;

and the agreement may contain a right of first refusal or require a period of delay to give such Person an opportunity to match a higher price or value in another Take-over Bid or transaction or other similar limitation on a Locked-up Person’s right to withdraw Voting Shares or Convertible Securities from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares or Convertible Securities during the period of the other Take-over Bid or transaction; and

(ii) no “break-up” fees, “top-up” fees, penalties, expenses or other amounts that exceed in the aggregate the greater of:

(A) the cash equivalent of 2.5% of the price or value payable under the Lock-up Bid to a Locked-up Person; and

(B) 50% of the amount by which the price or value payable under another Take-over Bid or transaction to a Locked-up Person exceeds the price or value of the consideration that such Locked-up Person would have received under the Lock-up Bid, shall be payable by a Locked-up Person pursuant to the agreement in the event a Locked-up Person fails to deposit or tender Voting Shares or Convertible Securities to the Lock-up Bid or withdraws Voting Shares or Convertible Securities previously tendered thereto in order to tender to another Take-over Bid or support another transaction;

(jj) “Market Price” per share of any securities on any date of determination means the average of the daily closing sale prices per security of such class of securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in Section 2.3 hereof shall have caused the closing sale prices used to determine the Market Price on any Trading Days not to be fully comparable with the closing sale price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day, each such closing sale price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the closing sale price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The closing sale price per security of any securities on any date shall be:

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(i) the closing board lot sale price per security or, if such price is not available, the average of the closing bid and asked prices, for each of such securities as reported by the principal Canadian securities exchange (as determined by volume of trading) on which such securities are listed or admitted to trading or, if for any reason neither of such prices is available on such day or the securities are not listed or admitted to trading on a Canadian securities exchange, the closing board lot sale price per security or, if such price is not available, the average of the closing bid and asked prices, for each security as reported by the principal United States securities exchange (as determined by the volume of trading) on which such securities are listed or admitted for trading;

(ii) if for any reason none of such prices are available on such date or the securities are not listed or admitted to trading on a Canadian securities exchange or a United States securities exchange, the last sale price or, in case no sale takes place on such date, the average of the high bid and low asked prices for each of such securities in the over-the-counter market, as quoted by any reporting system then in use (as determined by the Board of Directors); or

(iii) if for any reason none of such prices are available on such day or the securities are not listed or admitted to trading on a Canadian securities exchange or a United States securities exchange or quoted by any such reporting system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the securities selected in good faith by the Board of Directors;

provided, however, that if on any such date none of such prices is available, the closing sale price per security of such securities on such date shall mean the fair value per security of the securities on such date as determined by a nationally or internationally recognized investment dealer or investment banker selected by the Board of Directors with respect to the fair value per security of such securities and provided further that if an event of a type analogous to any of the events described in Section 2.3 hereof shall have caused any price used to determine the Market Price on any Trading Day not to be fully comparable with the price as so determined on the Trading Day immediately preceding such date of determination, each such price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the price on the Trading Day immediately preceding such date of determination. The Market Price shall be expressed in Canadian dollars and, if initially determined in respect of any day forming part of the 20 consecutive Trading Day period in question in United States dollars, such amount shall be translated into Canadian dollars on such date at the Canadian Dollar Equivalent thereof; and

(kk) “NI 62-103” means National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues adopted by the Canadian

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securities regulatory authorities and any comparable or successor laws, instruments or rules thereto;

(ll) “NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids adopted by the Canadian securities regulatory authorities and any comparable or successor laws, instruments or rules thereto;

(mm) “Nominee” has the meaning ascribed thereto in Section 2.2(c);

(nn) “Offer to Acquire” includes:

(i) an offer to purchase or a solicitation of an offer to sell Voting Shares or Convertible Securities of any class or classes, and

(ii) an acceptance of an offer to sell Voting Shares or Convertible Securities of any class or classes, whether or not such offer to sell has been solicited, or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell;

(oo) “Offeror” means a Person who has announced, and has not withdrawn, an intention to make or who has made, and has not withdrawn, a Take-over Bid, other than a Person who has completed a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition;

(pp) “Offeror’s Securities” means Voting Shares Beneficially owned by an Offeror on the date of the Offer to Acquire;

(qq) “Permitted Bid” means a Take-over Bid made by an Offeror that is made by means of a Take-over Bid circular and which also complies with the following additional provisions:

(i) the Take-over Bid is made to all holders of record of Voting Shares, other than the Offeror;

(ii) the Take-over Bid contains, and the take-up and payment for securities tendered or deposited is subject to, an irrevocable and unqualified condition that no Voting Shares will be taken up or paid for pursuant to the Take-over Bid:

(A) prior to the close of business on a date which is not less than 105 days following the date of the Take-over Bid or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of NI 62 104 for which a Take-Over Bid (that is not exempt from any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for deposit of securities thereunder; and

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(B) unless at the close of business on the date Voting Shares are first taken up or paid for under such Take-over Bid, more than 50% of the Voting Shares held by Independent Shareholders shall have been deposited or tendered pursuant to the Take-over Bid and not withdrawn;

(iii) the Take-over Bid contains an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, Voting Shares may be deposited pursuant to such Take-over Bid at any time during the period which applies pursuant to Section 1.1(qq)(ii)(A) and that any Voting Shares deposited pursuant to the Take-over Bid may be withdrawn until taken up and paid for (other than where prohibited from being withdrawn under NI 62-104 in the case of a partial take-over bid); and

(iv) the Take-over Bid contains an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, in the event that the deposit condition set forth in Section 1.1(qq)(ii)(B) is satisfied the Offeror will make a public announcement of that fact and the Take-over Bid will be extended for a period of not less than 10 days from the date of such public announcement;

(rr) “Permitted Bid Acquisition” means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

(ss) “Person” includes an individual, firm, association, trustee, executor, administrator, legal or personal representative, body corporate, company, corporation, trust, partnership, limited partnership, joint venture, syndicate or other form of unincorporated association, a government and its agencies or instrumentalities, any entity or group (whether or not having legal personality), any successor (by merger, statutory amalgamation or otherwise) and any of the foregoing acting in any derivative, representative or fiduciary capacity;

(tt) “Personal Information” means the type of information regulated by Privacy Laws and collected, used, disclosed or retained by West Fraser, as applicable, including, without limitation, personal information regarding any member of West Fraser’s customers, suppliers, employees or agents, such as an individual’s name, address, age, gender, social security or other identification number, income, family status, citizenship, employment, assets, liabilities, source of funds, payment records, credit information, personal references and health records to the extent regulated by Privacy Laws as applicable to West Fraser;

(uu) “Privacy Laws” means all applicable federal, state, municipal or other laws governing the collection, use, disclosure and retention of Personal Information;

(vv) “Pro Rata Acquisition” means an acquisition of Voting Shares or Convertible Securities by a Person pursuant to:

(i) a Dividend Reinvestment Acquisition;

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(ii) a stock dividend, stock split or other event in respect of securities of one or more particular classes or series of West Fraser pursuant to which such Person becomes the Beneficial owner of Voting Shares or Convertible Securities on the same pro rata basis as all other holders of securities of the particular class or series;

(iii) any other event pursuant to which all holders of Voting Shares are entitled to receive Voting Shares or Convertible Securities on a pro rata basis; including pursuant to the receipt and/or exercise of rights issued by West Fraser to all the holders of a class of Voting Shares to subscribe for or purchase Voting Shares or Convertible Securities, provided that such rights are acquired directly from West Fraser as part of a rights offering and not from any other Person and provided that the Person does not thereby acquire a greater percentage of Voting Shares or Convertible Securities, than the Person’s percentage of Voting Shares Beneficially owned immediately prior to such receipt or exercise; or

(iv) a distribution by West Fraser of Voting Shares, or Convertible Securities (and the conversion or exchange of such convertible or exchangeable securities) made pursuant to a prospectus or a distribution by way of private placement by West Fraser, provided that the Person does not thereby acquire a greater percentage of Voting Shares of that class or securities convertible or exchangeable for Voting Shares, than the Person’s percentage of Voting Shares Beneficially owned immediately prior to such acquisition;

(ww) “Record Time” means 12:01 a.m. (Pacific Time) on the Effective Date;

(xx) “Redemption Price” has the meaning set forth in Section 5.1(c) of this Agreement;

(yy) “Right” means a right to purchase a Common Share of West Fraser, upon the terms and subject to the conditions set forth in this Agreement;

(zz) “Rights Agent” means AST Trust Company (Canada), a company governed under the laws of Canada, or any successor Rights Agent appointed pursuant to Section 4.4;

(aaa) “Rights Certificate” means the certificates representing the Rights after the Separation Time, which shall be substantially in the form attached hereto as Attachment 1;

(bbb) “Rights Holders’ Special Meeting” means a meeting of the holders of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Section 5.4(c);

(ccc) “Rights Register” and “Rights Registrar” have the meanings set forth in Section 2.6(a) of this Agreement;

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(ddd) “Securities Act (British Columbia)” means the Securities Act, R.S.B.C. 1996, c. 418, as amended, and the regulations and rules thereunder, and any comparable or successor laws or regulations or rules thereto;

(eee) “Securities Act (Ontario)” means the Securities Act, R.S.O., 1990, S.5, as amended, and the regulations and rules thereunder, and any comparable or successor laws or regulations or rules thereto;

(fff) “Separation Time” means the close of business on the tenth Trading Day after the earlier of:

(i) the Stock Acquisition Date;

(ii) the date of the commencement of or first public announcement of the intent of any Person (other than West Fraser or any Subsidiary of West Fraser) to commence a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid, as the case may be); and

(iii) the date upon which a Permitted Bid or Competing Permitted Bid ceases to be such,

or such later date as may be determined by the Board of Directors, provided that, if any such Take-over Bid expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall be deemed, for the purposes of this definition, never to have been made and provided that if the Board of Directors determine pursuant to Section 5.1 to waive the application of Section 3.1 to a Flip-in Event prior to the Separation Time, such Flip in Event shall be deemed never to have occurred;

(ggg) “Stock Acquisition Date” means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 5.2 of NI 62-104, Section 4.5 of NI 62-103 or Section 13(d) of the U.S. Exchange Act) by West Fraser or an Acquiring Person of facts indicating that an Acquiring Person has become such;

(hhh) “Subsidiary” - a corporation is a Subsidiary of another corporation if:

(i) it is controlled by:

(A) that other, or

(B) that other and one or more Persons each of which is controlled by that other, or

(C) two or more Persons each of which is controlled by that other, or

(ii) it is a Subsidiary of a Person that is that other’s Subsidiary;

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(iii) “Take-over Bid” means an Offer to Acquire Voting Shares or Convertible Securities if, assuming that the Voting Shares or Convertible Securities subject to the Offer to Acquire are acquired and are Beneficially owned at the date of such Offer to Acquire by the Person making such Offer to Acquire, such Voting Shares (including Voting Shares that may be acquired upon conversion, exercise or exchange of Convertible Securities) together with the Offeror’s Securities constitute in the aggregate 20% or more of the outstanding Voting Shares on the date of the Offer to Acquire;

(jjj) “Trading Day”, when used with respect to any securities, means a day on which the principal Canadian securities exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian securities exchange, a day on which the principal United States securities exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian or United States securities exchange, a Business Day;

(kkk) “U.S. - Canadian Exchange Rate” means, on any date:

(i) if on such date the Bank of Canada sets a daily exchange rate for the conversion of one United States dollar into Canadian dollars, such rate; and

(ii) in any other case, the rate for such date for the conversion of one United States dollar into Canadian dollars calculated in such manner as may be determined by the Board of Directors from time to time acting in good faith;

(lll) “U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars means, on any date, the United States dollar equivalent of such amount determined by multiplying such amount by the Canadian - U.S. Exchange Rate in effect on such date;

(mmm) “U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced;

(nnn) “U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced;

(ooo) “Voting Shares” means the Common Shares in the capital of West Fraser; and

(ppp) “West Fraser” means West Fraser Timber Co. Ltd., a company governed by the laws of British Columbia together where the context requires, with its subsidiaries.

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1.2 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

1.3 Headings

The division of this Agreement into Articles, Sections, Paragraphs, or other portions hereof and the insertion of headings, subheadings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares

For purposes of this Agreement, the percentage of Voting Shares of any class Beneficially owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula:

100 x A/B

where:

A = the number of votes for the election of all directors on the Board of Directors generally attaching to the Voting Shares of that class Beneficially owned by such Person; and

B = the number of votes for the election of all directors on the Board of Directors generally attaching to all outstanding Voting Shares of such class.

Where any Person is deemed to Beneficially own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares owned by such Person.

1.5 Acting Jointly or in Concert

For purposes of this Agreement, a Person is acting jointly or in concert with every Person who, as a result of any agreement, commitment or understanding whether formal or informal, and whether or not in writing, with the first Person or any Associate or Affiliate of the first Person, acquires or makes an Offer to Acquire Voting Shares or Convertible Securities (other than customary agreements with and between underwriters and/or banking group members and/or selling group members with respect to a public offering or private placement of securities or pledges of securities in the ordinary course of business).

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ARTICLE 2

RIGHTS

2.1 Legend on Share Certificates

Certificates for Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to Common Shares, one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

Until the Separation Time (defined in the Shareholder Rights Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated April 9, 2020 (the “Shareholder Rights Plan Agreement”), between West Fraser Timber Co. Ltd (“West Fraser”) and AST Trust Company (Canada) (the “Rights Agent”), as amended from time to time, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of West Fraser. Under certain circumstances set out in the Shareholder Rights Plan Agreement, the rights may be amended, redeemed, may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. West Fraser will mail or arrange for the mailing of a copy of the Shareholder Rights Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.

Any Common Shares issued and registered in Book Entry Form (that are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Common Shares, one Right for each Common Share represented by such registration and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.

Common Shares (both registered in Book Entry Form or for which share certificates have been issued) that are issued and outstanding at the Record Time, which as at the Record Time represented Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights

(a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by West Fraser or any of its Subsidiaries shall be void.

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(b) Until the Separation Time,

(i) the Rights shall not be exercisable and no Right may be exercised; and

(ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share.

(c) From and after the Separation Time and prior to the Expiration Time:

(i) the Rights shall be exercisable; and

(ii) the registration and transfer of Rights shall be separate from and independent of Common Shares.

Promptly following the Separation Time, West Fraser will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that West Fraser determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit West Fraser to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form.

In the event that West Fraser determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of West Fraser (West Fraser hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

(x) a Rights Certificate in substantially the form set out in Attachment 1 hereof, appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as West Fraser may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order or with any rule or regulation of any self-regulatory

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organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and

(y) a description of the Rights,

provided that a Nominee shall be sent the materials provided for in (x) and (y) in respect of all Common Shares held of record by it which are not Beneficially owned by an Acquiring Person. In order for West Fraser to determine whether any Person is holding Common Shares which are Beneficially owned by another Person West Fraser may require such first mentioned Person to furnish such information and documentation as West Fraser deems necessary or appropriate in order to make such determination.

(d) Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent in the manner specified in the Rights Certificate:

(i) the Rights Certificate evidencing such Rights;

(ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate or in the form determined appropriate for Rights in Book Entry Form, in either case duly completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and

(iii) payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the registration, in Book Entry Form, of the Common Shares in a name other than that of the holder of the Rights being exercised.

(e) In the event that West Fraser determines to issue a Rights Certificate, then upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Section 2.2(d)(ii), which does not indicate that such Right is null and void as provided by Section 3.1(b), and payment as set forth in Section 2.2(d)(iii), the Rights Agent (unless otherwise instructed by West Fraser in the event that West Fraser is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly:

(i) direct the transfer agent to register, in the name of the holder of the Rights being exercised or in such other name as may be designated by such holder, in Book Entry Form the number of such Common Shares to be purchased (West Fraser hereby irrevocably authorizing its transfer agents to comply with all such requisitions);

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(ii) when appropriate, requisition from West Fraser the amount of cash to be paid in lieu of issuing fractional Common Shares;

(iii) after receipt of confirmation from the transfer agent that the registration, in Book Entry Form, referred to in Section 2.2(e)(i) has been completed, deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder;

(iv) when appropriate, after receipt, deliver the cash referred to in Section 2.2(e)(ii) to or to the order of the registered holder of such Rights Certificate; and

(v) tender to West Fraser all payments received on the exercise of the Rights.

(f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Section 5.5(a)) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns.

(g) West Fraser covenants and agrees that it will:

(i) take all such action as may be necessary and within its power to ensure that all Common Shares issued upon exercise of Rights shall, at the time of registration in Book Entry Form of such Common Shares (subject to payment of the Exercise Price), be duly authorized, validly issued and fully paid and non-assessable;

(ii) take all such action as may be necessary and within its power to comply with the provisions of Section 3.1 including all actions necessary to comply with the requirements of the BCBCA, the Securities Act (British Columbia), the Securities Act (Ontario), the U.S. Securities Act and the U.S. Exchange Act and the securities laws or comparable legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights;

(iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date;

(iv) pay when due and payable, if applicable, any and all Canadian and United States federal, provincial, state and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of West Fraser to withhold tax) which may be

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payable in respect of the original issuance or delivery of the Rights Certificates, or the registration in Book Entry Form of Common Shares to be issued upon exercise of any Rights, provided that West Fraser shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the registration in Book Entry Form of Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and

(v) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

2.3 Adjustments to Exercise Price; Number of Rights

The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3.

(a) In the event West Fraser shall at any time after the Record Time and prior to the Expiration Time:

(i) declare or pay a dividend on Common Shares payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of West Fraser) other than pursuant to any Dividend Reinvestment Plan;

(ii) subdivide or change the then outstanding Common Shares into a greater number of Common Shares;

(iii) consolidate or change the then outstanding Common Shares into a smaller number of Common Shares; or

(iv) issue any Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of West Fraser) in respect of, in lieu of or in exchange for existing Common Shares except as otherwise provided in this Section 2.3,

the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights, shall be adjusted as of the payment or effective date in the manner set forth below. If an event occurs which would require an adjustment under both this Section 2.3 and Section 3.1(a), the adjustment provided for in this Section 2.3 shall be in addition to, and shall be made prior to, any adjustment required under Section 3.1(a).

If the Exercise Price and number of Rights outstanding are to be adjusted:

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(x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Common Shares (or other capital stock) (the “Expansion Factor”) that a holder of one Common Share immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter as a result thereof; and

(y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor,

and the adjusted number of Rights will be deemed to be distributed among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision, change, consolidation or issuance, so that each such Common Share (or other capital stock) will have exactly one Right associated with it.

For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter after giving full effect to such dividend, subdivision, change, consolidation or issuance.

If, after the Record Time and prior to the Expiration Time, West Fraser shall issue any shares of capital stock other than Common Shares in a transaction of a type described in Section 2.3(a)(i) or (iv), shares of such capital stock shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and West Fraser and the Rights Agent agree to amend this Agreement in order to effect such treatment.

In the event West Fraser shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referred to in this Section 2.3(a), each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such associated Common Share.

(b) In the event West Fraser shall at any time after the Record Time and prior to the Separation Time fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or carrying a right to purchase Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right per share) less than the Market Price per Common Share on such record date, the Exercise Price to be in effect after such record date shall be determined by

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multiplying the Exercise Price in effect immediately prior to such record date by a fraction:

(i) the numerator of which shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares that the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at such Market Price per Common Share; and

(ii) the denominator of which shall be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable).

In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

For purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to a Dividend Reinvestment Plan or any employee or director benefit, stock option, employee purchase, director compensation or similar plans shall be deemed not to constitute an issue of rights, options or warrants by West Fraser; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of not less than 90% of the current market price per share (determined as provided in such plans) of the Common Shares.

(c) In the event West Fraser shall at any time after the Record Time and prior to the Separation Time fix a record date for the making of a distribution to all holders of Common Shares (including any such distribution made in connection with a merger, amalgamation, arrangement, plan, compromise or reorganization in which the Corporation is the continuing or successor Corporation) of evidences of indebtedness, cash (other than an Annual Cash Dividend or a dividend referred

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to in Section 2.3(a)(i), but including any dividend payable in securities other than Common Shares), assets or rights, options or warrants (excluding those referred to in Section 2.3(b) hereof), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction:

(i) the numerator of which shall be the Market Price per Common Share on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights), on a per share basis, of the portion of the cash, assets, evidences of indebtedness, rights, options or warrants so to be distributed; and

(ii) the denominator of which shall be such Market Price per Common Share.

Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such a distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed.

(d) Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this Section 2.3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth of a share. Notwithstanding the first sentence of this Section 2.3(d), any adjustment required by Section 2.3 shall be made no later than the earlier of:

(i) (i) three years from the date of the transaction which gives rise to such adjustment; or

(ii) the Expiration Time.

(e) In the event West Fraser shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock in a transaction referred to in Sections 2.3(a)(i) or (iv) above, if the Board of Directors acting in good faith determines that the adjustments contemplated by Sections 2.3(a), (b) and (c) above in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Sections 2.3(a), (b) and (c) above, such adjustments, rather than

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the adjustments contemplated by Sections 2.3(a), (b) and (c) above, shall be made, subject to the prior consent of the holders of the Voting Shares or the Rights as set forth in Section 5.4(b) or (c), and West Fraser and the Rights Agent shall have authority upon receiving such prior consent of the holders of the Voting Shares to amend this Agreement as appropriate to provide for such adjustments.

(f) Each Right originally issued by West Fraser subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the Adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of a Right immediately prior to such issue, all subject to further adjustment as provided for herein.

(g) Irrespective of any adjustment or change in the Exercise Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price per Common Share and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder.

(h) In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, West Fraser may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Common Shares and other securities of West Fraser, if any, issuable upon such exercise over and above the number of Common Shares and other securities of West Fraser, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that West Fraser shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional shares (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment.

(i) Notwithstanding anything contained in this Section 2.3 to the contrary, West Fraser shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in their good faith judgment the Board of Directors shall determine to be advisable, with the intent that any:

(i) consolidation or subdivision of Common Shares;

(ii) issuance (wholly or in part for cash) of Common Shares or securities that by their terms are convertible into or exchangeable for Common Shares;

(iii) stock dividends; or

(iv) issuance of rights, options or warrants referred to in this Section 2.3,

hereafter made by West Fraser to holders of its Common Shares, subject to applicable taxation laws, shall not be taxable to such shareholders or shall subject such shareholders to a lesser amount of tax.

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(j) If, as a result of an adjustment made pursuant to Section 3.1, the holder of any Right thereafter exercised shall become entitled to receive any securities other than Common Shares, thereafter the number of such other securities so receivable upon exercise of any Right and the applicable Exercise Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as may be practicable to the provisions with respect to the Common Shares contained in the foregoing subsections of this Section 2.3 and the provisions of this Agreement with respect to the Common Shares shall apply on like terms to any such other securities.

(k) Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon the exercise of Rights is made pursuant to this Section 2.3, West Fraser shall promptly:

(i) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment;

(ii) file with the Rights Agent and with each transfer agent for the Common Shares a copy of such certificate; and

(iii) cause notice of the particulars of such adjustment or change to be given to the holders of the Rights.

Failure to file such certificate or to cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of any such adjustment or change.

2.4 Date on Which Exercise Is Effective

Each Person in whose name a registration in Book Entry Form for Common Shares or other securities, if applicable, is made upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares or other securities, if applicable, represented thereon, and such registration shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Section 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of West Fraser are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of West Fraser are open.

2.5 Execution, Authentication, Delivery and Dating of Rights Certificates

Rights will be evidenced, in the case of Rights in Book Entry Form, by a statement issued under the Rights Agent’s direct registration system, or alternatively, if West Fraser determines to issue Rights Certificates, by the following procedures:

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(a) The Rights Certificates shall be executed on behalf of West Fraser by any two directors or officers of West Fraser. The signature of any of these directors or officers on the Rights Certificates may be manual or mechanically or electronically reproduced. Rights Certificates bearing the manual or mechanically or electronically reproduced signatures of individuals who were at any time the proper officers or directors of West Fraser shall bind West Fraser, notwithstanding that such individuals or any of them have ceased to hold such offices either before or after the countersignature and delivery of such Rights Certificates.

(b) Promptly after West Fraser learns of the Separation Time, West Fraser will notify the Rights Agent in writing of such Separation Time and will deliver the Rights Certificates executed by West Fraser to the Rights Agent for countersignature, as well as the disclosure statements describing the Rights, and the Rights Agent shall countersign (in a manner satisfactory to West Fraser) and send such Rights Certificates and disclosure statements to the holders of the Rights pursuant to Section 2.2(c) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.

(c) Each Rights Certificate shall be dated the date of countersignature thereof.

2.6 Registration, Transfer and Exchange

(a) West Fraser will cause to be kept a register (the “Rights Register”) in which, subject to such reasonable regulations as it may prescribe, West Fraser will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar for the Rights (the “Rights Registrar”) for the purpose of maintaining the Rights Register for West Fraser and registering Rights and transfers of Rights as herein provided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times.

After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.6(c), West Fraser will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or the transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged.

(b) All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of West Fraser, and such Rights shall be

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entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange.

(c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to West Fraser or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, West Fraser may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith.

(d) West Fraser shall not be required to register the transfer or exchange of any Rights after the Rights have been terminated pursuant to the provisions of this Agreement.

2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates

(a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, West Fraser shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

(b) If there shall be delivered to West Fraser and the Rights Agent prior to the Expiration Time:

(i) evidence to their reasonable satisfaction of the destruction, loss or theft of any Rights Certificate; and

(ii) such security or indemnity as may be reasonably required by them to save each of them and any of their agents harmless,

then, in the absence of notice to West Fraser or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, West Fraser shall execute and upon West Fraser’s request the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

(c) As a condition to the issuance of any new Rights Certificate under this Section 2.7, West Fraser may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith.

(d) Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence the contractual

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obligation of West Fraser, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Rights duly issued hereunder.

2.8 Persons Deemed Owners of Rights

West Fraser, the Rights Agent and any agent of West Fraser or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever. As used in this Agreement, unless the context otherwise requires, the term “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, of the associated Common Share).

2.9 Delivery and Cancellation of Certificates

All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. West Fraser may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which West Fraser may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable laws, destroy all cancelled Rights Certificates and deliver a certificate of destruction to West Fraser on request.

2.10 Agreement of Rights Holders

Every holder of Rights, by accepting the same, consents and agrees with West Fraser and the Rights Agent and with every other holder of Rights:

(a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;

(b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Share certificate representing such Right;

(c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;

(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate, or if no certificate evidences the Common Share registration, satisfactory evidence of the associated Common Share registration) for registration of transfer, West Fraser, the Rights Agent and any agent of West Fraser or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated

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Common Share certificate, or if no certificate evidences the Common Share registration, satisfactory evidence of the associated Common Share registration) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than West Fraser or the Rights Agent) for all purposes whatsoever, and neither West Fraser nor the Rights Agent shall be affected by any notice to the contrary;

(e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein);

(f) that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Section 5.4(a) and the last sentence of the penultimate paragraph of Section 2.3(a); and

(g) that notwithstanding anything in this Agreement to the contrary, neither West Fraser nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

2.11 Rights Certificate Holder Not Deemed a Shareholder

No holder, as such, of any Rights or Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose whatsoever the holder of any Common Share or any other share or security of West Fraser which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed or deemed or confer upon the holder of any Right or Rights Certificate, as such, any right, title, benefit or privilege of a holder of Common Shares or any other shares or securities of West Fraser or any right to vote at any meeting of shareholders of West Fraser whether for the election of directors or otherwise or upon any matter submitted to holders of Common Shares or any other shares of West Fraser at any meeting thereof, or to give or withhold consent to any action of West Fraser, or to receive notice of any meeting or other action affecting any holder of Common Shares or any other shares of West Fraser except as expressly provided herein, or to receive dividends, distributions or subscription rights, or otherwise, until the Right or Rights evidenced by Rights Certificates shall have been duly exercised in accordance with the terms and provisions hereof.

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ARTICLE 3

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

3.1 Flip-in Event

(a) Subject to Section 3.1(b) and Section 5.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, then:

(i) each Right shall constitute, effective at the close of business on the tenth Trading Day (or such longer period as may be required to satisfy the requirements of the Securities Act and any comparable legislation of any other applicable jurisdiction) after the Stock Acquisition Date, the right to purchase from West Fraser, upon exercise of the Right in accordance with the terms of this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred);

(ii) in the event that there are insufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase from West Fraser that number of Common Shares per Right provided for in Section 3.1(a), then until such time as holders of Common Shares approve an increase in West Fraser’s authorized capital such that there are sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase from West Fraser that number of Common Shares per Right provided for in Section 3.1(a), each whole Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from West Fraser, upon exercise thereof in accordance with the terms hereof, that number of Common Shares that is equal to one Common Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred).

(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially owned on or after the earlier of the Separation Time or the Stock Acquisition Date by:

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(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or

(ii) a transferee or other successor in title of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), where such transferee or successor in title becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding Section 3.1(b)(i),

shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall be deemed and become null and void.

(c) From and after the Separation Time, West Fraser shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (British Columbia), the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

(d) Any Rights Certificate that would represent Rights Beneficially owned by a Person described in either Section 3.1(b)(i) or (ii) or transferred to any nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of West Fraser in writing to the Rights Agent or contain the following legend:

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The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Section 3.1(b) of the Shareholder Rights Plan Agreement.

provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by West Fraser in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) shall be of no effect on the provisions of Section 3.1(b).

Any Rights issued and registered in Book Entry Form (that are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Separation Time but prior to the Expiration Time, shall evidence one Right for each Right represented by such registration and the registration record of such Rights shall include the legend set forth in this Section 3.1(d), adapted accordingly as the Rights Agent may reasonably require.

ARTICLE 4

THE RIGHTS AGENT

4.1 General

(a) West Fraser hereby appoints the Rights Agent to act as agent for West Fraser and the holders of the Rights in accordance with the terms and conditions of this Agreement, and the Rights Agent hereby accepts such appointment. West Fraser may from time to time appoint one or more co-Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the approval of the Rights Agent, acting reasonably. In the event West Fraser appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as West Fraser may determine with the approval of the Rights Agent and the Co-Rights Agents.

(b) West Fraser agrees to pay the Rights Agent reasonable compensation for all services rendered by it hereunder or otherwise agreed to with West Fraser in writing and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements reasonably incurred in the execution and administration of this Agreement and the exercise and performance of its duties thereunder (including the reasonable fees and other disbursements of

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any expert retained by the Rights Agent with the approval of West Fraser, such approval not to be unreasonably withheld). West Fraser also agrees to indemnify the Rights Agent and its affiliates, and each of their officers, directors, employees and agents for, and to hold them harmless against, any loss, liability, cost, claim, action, damage or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, its affiliates, or either of its officers, directors, employees, or agents for anything done or omitted by the Rights Agent in connection with the acceptance, execution and administration of this Agreement and the exercise and performance of its duties hereunder, including legal costs and expenses of defending against any claims or liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

(c) The Rights Agent shall be protected from and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of West Fraser, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, opinion, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

(d) West Fraser shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current directors and officers of West Fraser; provided that failure to inform the Rights Agent of any such events, or any defect therein, shall not affect the validity of any action taken hereunder in relation to such events.

4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent

(a) Any company into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any company resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any company succeeding to the securityholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such company would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights

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Certificates in the name of either the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

4.3 Duties of Rights Agent

The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, all of which West Fraser and the holders of certificates for Common Shares and Rights Certificates, by their acceptance thereof, shall be bound.

(a) The Rights Agent, at the expense of West Fraser, may retain and consult with legal counsel (who may be legal counsel for West Fraser and, in any event, shall be a reputable legal firm) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion and the Rights Agent may also consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at West Fraser’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert.

(b) Whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by West Fraser prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by two Persons believed by the Rights Agent to be directors or officers of West Fraser and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c) The Rights Agent will be liable hereunder only for events which are the result of its own negligence, bad faith or wilful misconduct and that of its officers, directors and employees.

(d) The Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement (except as such are made or provided by the Rights Agent) or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same,

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but all such statements and recitals are and will be deemed to have been made by West Fraser only.

(e) The Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any certificate for a Common Share or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by West Fraser of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 3.1(b) hereof) or any adjustment required under the provisions of Section 2.3 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.3 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.

(f) Each of West Fraser and the Rights Agent agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept instructions in writing (including by e-mail) with respect to the performance of its duties hereunder from any individual believed by the Rights Agent to be any two officers or directors of West Fraser, and to apply to such individuals for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such individual. It is understood that instructions to the Rights Agent shall, except where circumstances make it impractical or the Rights Agent otherwise agrees, be given in writing (including by e-mail) and, where not in writing, such instructions shall be confirmed in writing (including by e-mail) as soon as practicable after the giving of such instructions.

(h) The Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of West Fraser or become financially interested in any transaction in which West Fraser may be interested, or contract with or lend money to West Fraser or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for West Fraser or for any other legal entity, provided such

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actions would not place the Rights Agent in a position of conflict of interest with respect to its duties under this Agreement.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to West Fraser resulting from any such act, omission, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

4.4 Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice (or such lesser notice as is acceptable to West Fraser) in writing mailed to West Fraser and to each transfer agent of Common Shares by registered or certified mail. West Fraser may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail. If the Rights Agent should resign or be removed or otherwise become incapable of acting, West Fraser will appoint a successor to the Rights Agent. If West Fraser fails to make such appointment within a period of 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to West Fraser the resigning or incapacitated Rights Agent (at West Fraser’s expense) or the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate, if any, for inspection by West Fraser), may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by West Fraser or by such a court, shall be a company constituted under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of British Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent, upon the receipt of all outstanding fees and expenses, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, West Fraser will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights in accordance with Section 5.9. The cost of giving any notice required under this Section 4.4 shall be borne solely by West Fraser. Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of any successor Rights Agent, as the case may be.

4.5 Compliance with Anti-Money Laundering Legislation

The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or

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guideline. Further, should the Rights Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ prior written notice to West Fraser, provided: (i) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance to the extent permitted by any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline; and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10-day period, then such resignation shall not be effective. Subject to applicable law, the Rights Agent agrees to notify the Corporation as soon as reasonably possible in the event that the Rights Agent has a reasonable belief that circumstances exist which may give rise to the Rights Agent exercising its right to resign under this paragraph, and such notice shall describe the basis of such reasonable belief.

4.6 Privacy Legislation

The parties acknowledge that Privacy Laws may apply to obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. West Fraser will, prior to transferring or causing to be transferred personal information to the Rights Agent pursuant to this Agreement, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

4.7 Liability

Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. This Section 4.7 shall survive the termination of this Agreement or the resignation or removal of the Rights Agent.

ARTICLE 5

MISCELLANEOUS

5.1 Redemption and Waiver

(a) The Board of Directors shall waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Board of Directors has determined, following a Stock Acquisition Date and prior to the Separation Time, that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant to this Section 5.1(a) must be on the condition that such

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Person, within 14 days after the foregoing determination by the Board of Directors or such earlier or later date as the Board of Directors may determine (the “Disposition Date”), has reduced its Beneficial ownership of Voting Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.1 shall apply thereto.

(b) The Board of Directors acting in good faith may, prior to a Flip-in Event having occurred, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to a Flip-in Event that may occur by reason of a Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares (which for greater certainty shall not include the circumstances described in Section 5.1(a)), provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Section 5.1(b), the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a Take-over Bid circular to all holders of Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been granted under this Section 5.1(b).

(c) In the event that prior to the occurrence of a Flip-in Event a Person acquires, pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition under Section 5.1(b), outstanding Voting Shares, then the Board of Directors shall, immediately upon the consummation of such acquisition without further formality be deemed to have elected to redeem the Rights at a redemption price of $0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).

(d) The Board of Directors may, with the prior approval of the holders of Voting Shares or Rights given in accordance with the terms of Section 5.4, at any time prior to the occurrence of a Flip-in Event elect to redeem all but not less than all of the then outstanding Rights at the Redemption Price appropriately adjusted in a manner analogous to the applicable adjustments provided for in Section 2.3, which adjustments shall only be made in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred.

(e) The Board of Directors may, with the prior approval of the holders of Common Shares given in accordance with Section 5.4 at any time prior to the occurrence of a Flip-in Event as to which the application of Section 3.1 hereof has not been waived pursuant to Section 5.1(a), if such Flip-in Event would occur by reason of an acquisition of Common Shares or Convertible Securities otherwise than pursuant to a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares and otherwise than in the circumstances set

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forth in Section 5.1(a), waive the application of Section 3.1 to such Flip-in Event. In such event, the Board of Directors shall extend the Separation Time to a date at least ten (10) Business Days subsequent to the meeting of shareholders called to approve such waiver.

(f) The Board of Directors may, prior to the close of business on the tenth Trading Day following a Stock Acquisition Date or such later Business Day as they may from time to time determine, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to the related Flip-in Event, provided that the Acquiring Person has reduced its Beneficial ownership of Voting Shares (or has entered into a contractual arrangement with West Fraser, acceptable to the Board of Directors, to do so within 10 calendar days of the date on which such contractual arrangement is entered into or such other date as the Board of Directors may have determined) such that at the time the waiver becomes effective pursuant to this Section 5.1(f) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective prior to the Separation Time, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred.

(g) Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Notwithstanding the foregoing, upon the Rights being redeemed pursuant to this Section 5.1(g), all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the Separation Time shall be deemed not to have occurred and the Rights shall remain attached to outstanding Common Shares subject to and in accordance with this agreement.

(h) If the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Sections 5.1(d) or (g) to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.

(i) Within 10 calendar days after the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Section 5.1(d) or (g) to redeem the Rights, West Fraser shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Voting Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

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(j) West Fraser shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 pursuant to this Section 5.1.

5.2 Expiration

No Person shall have any rights whatsoever pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Section 4.1(a) of this Agreement.

5.3 Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, West Fraser may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of securities purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.

5.4 Supplements and Amendments

(a) West Fraser may, prior to the date of the shareholders’ meeting referred to in the first paragraph of Section 5.15 supplement, amend, vary, rescind or delete any of the provisions of this Agreement and the Rights without the approval of any holders of Rights or Voting Shares in order to make any changes which the Board of Directors acting in good faith may deem necessary or desirable. West Fraser may make any amendments to this Agreement to correct any clerical or typographical error or which, subject to Section 5.4(f), are required to maintain the validity of the Agreement as a result of any change in any applicable legislation, regulations or rules thereunder. Notwithstanding anything in this Section 5.4 to the contrary, no amendment shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent to such supplement or amendment.

(b) Subject to Section 5.4(a), West Fraser may, with the prior consent of the holders of Voting Shares obtained as set forth below, at any time before the Separation Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided that no such amendment, variation or deletion shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if provided by the holders of Voting Shares at a meeting of West Fraser shareholders called and held in compliance with applicable laws and regulatory requirements and the requirements in the notice of articles and the articles of West Fraser. Subject to compliance with any requirements imposed by the foregoing, consent shall be given if the proposed amendment, variation or rescission is approved by the affirmative vote of a majority of the votes cast by all holders of Voting Shares (other than any holder who does not qualify as an Independent

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Shareholder, with respect to all Voting Shares Beneficially owned by such Person), represented in person or by proxy at the shareholder meeting.

(c) West Fraser may, with the prior consent of the holders of Rights obtained as set forth below, at any time after the Separation Time and before the Expiration Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided that no such amendment, variation or rescission shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if provided by the holders of Rights at a Rights Holders’ Special Meeting, which Rights Holders’ Special Meeting shall be called and held in compliance with applicable laws and regulatory requirements and, to the extent possible, with the requirements in the notice of articles and the articles of West Fraser applicable to meetings of holders of Common Shares, applied mutatis mutandis. Subject to compliance with any requirements imposed by the foregoing, consent shall be given if the proposed amendment, variation or rescission is approved by the affirmative vote of a majority of the votes cast by holders of Rights (other than holders of Rights whose Rights have become null and void pursuant to Section 3.1(b)), represented in person or by proxy at the Rights Holders’ Special Meeting.

(d) Any consent or approval of the holders of Rights shall be deemed to have been given if the action requiring such approval is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof. For the purposes hereof, each outstanding Right (other than Rights which are null and void pursuant to the provisions hereof) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which are provided in West Fraser’s notice of articles and articles and the BCBCA with respect to the meetings of holders of Common Shares.

(e) The Corporation shall be required to provide the Rights Agent with notice in writing of any such amendment, variation or deletion to this Agreement as referred to in this Section 5.4 within five days of effecting such amendment, variation or deletion.

(f) Any amendments, variations or deletions made by West Fraser to this Agreement pursuant to Section 5.4(a) which are required to maintain the validity of this Agreement as a result of any change in any applicable legislation, regulation or rule thereunder shall:

(i) if made before the Separation Time, be submitted to the holders of Voting Shares at the next meeting of shareholders and the holders of Voting Shares may, by the majority referred to in Section 5.4(b) confirm or reject such amendment;

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(ii) if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting of shareholders of West Fraser and the holders of Rights may, by resolution passed by the majority referred to in Section 5.4(d) confirm or reject such amendment.

Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by the shareholders or the holders of Rights or is not submitted to the shareholders or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights that should have been but was not held, and no subsequent resolution of the Board of Directors to amend this Agreement to substantially the same effect shall be effective until confirmed by the shareholders or holders of Rights as the case may be.

5.5 Fractional Rights and Fractional Shares

(a) West Fraser shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights and West Fraser shall not be required to pay any amount to a holder of record of Rights Certificates in lieu of such fractional Rights.

(b) West Fraser shall not be required to issue fractions of Common Shares upon exercise of Rights or to distribute certificates which evidence fractional Common Shares. In lieu of issuing fractional Common Shares, West Fraser shall be entitled to pay to the registered holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to the fraction of the Market Price of one Common Share that the fraction of a Common Share that would otherwise be issuable upon the exercise of such Right is of one whole Common Share at the date of such exercise.

5.6 Rights of Action

Subject to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights. Any holder of Rights, without the consent of the Rights Agent or of the holder of any other Rights, may, on such holder’s own behalf and for such holder’s own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against West Fraser to enforce such holder’s right to exercise such holder’s Rights, or Rights to which such holder is entitled, in the manner provided in such holder’s Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holder of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

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5.7 Regulatory Approvals

Any obligation of West Fraser or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority, and without limiting the generality of the foregoing, necessary approvals of any stock exchange having been obtained be obtained, such as approvals relating to the issuance of Common Shares upon the exercise of Rights under Section 2.2(d).

5.8 Declaration as to Foreign Holders

If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by West Fraser with the securities laws or comparable legislation of a jurisdiction outside Canada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall West Fraser or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

5.9 Notices

(a) Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the holder of any Rights to or on West Fraser shall be sufficiently given or made if delivered, sent by registered or certified mail, postage prepaid (until another address is filed in writing with the Rights Agent), or sent by facsimile or other form of recorded electronic communication (including e-mail), charges prepaid and confirmed in writing, as follows:

West Fraser Timber Co. Ltd.

c/o West Fraser Group

501 – 858 Beatty Street,

Vancouver, BC

Canada V6B 1C1

Attention: Chris Virostek, Vice-President, Finance and Chief Financial Officer

Facsimile No.: (604) 681-6061

Email: Chris.Virostek@westfraser.com

(b) Notices or demands authorized or required by this Agreement to be given or made by West Fraser or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered, sent by registered or certified mail, postage prepaid (until another address is filed in writing with West Fraser), or sent by facsimile or other form of recorded electronic communication (including by e-mail to West Fraser’s Vice President and Chief Financial Officer), charges prepaid, and confirmed in writing, as follows:

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AST Trust Company (Canada)

1600 – 1066 West Hastings Street

Vancouver, BC

Canada V6E 3X1

Attention: Director – Relationship Management

Facsimile No.: (604) 235-3705

Email: LMacFarlane@astfinancial.com

(c) Notices or demands authorized or required by this Agreement to be given or made by West Fraser or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by certified mail, postage prepaid, addressed to such holder at the address of such holder as it appears upon the register of the Rights Agent or, prior to the Separation Time, on the register of West Fraser for its Common Shares. Any notice which is mailed or sent in the manner herein provided shall be deemed given, whether or not the holder receives the notice.

(d) Any notice given or made in accordance with this Section 5.9 shall be deemed to have been given and to have been received on the day of delivery, if delivered, on the third Business Day (excluding each day during which there exists any general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if mailed, and on the day of telegraphing, telecopying or sending of the same by other means of recorded electronic communication (provided such sending is during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter). Each of West Fraser and the Rights Agent may from time to time change its address for notice by notice to the other given in the manner aforesaid.

5.10 Costs of Enforcement

West Fraser agrees that if it fails to fulfil any of its obligations pursuant to this Agreement, then it will reimburse the holder of any Rights for the costs and expenses (including reasonable legal fees) incurred by such holder to enforce his rights pursuant to any Rights or this Agreement.

5.11 Successors

All the covenants and provisions of this Agreement by or for the benefit of West Fraser or the Rights Agent shall bind and enure to the benefit of their respective successors and permitted assigns hereunder.

5.12 Benefits of this Agreement

Nothing in this Agreement shall be construed to give to any Person other than West Fraser, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement; further, this Agreement shall be for the sole and exclusive benefit of West Fraser, the Rights Agent and the holders of the Rights.

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5.13 Governing Law

This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of British Columbia and for all purposes shall be governed by and construed in accordance with the laws of such Province applicable to contracts to be made and performed entirely within such Province.

5.14 Severability

If any term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective only as to such jurisdiction and to the extent of such invalidity or unenforceability in such jurisdiction without invalidating or rendering unenforceable or ineffective the remaining terms and provisions hereof in such jurisdiction or the application of such term or provision in any other jurisdiction or to circumstances other than those as to which it is specifically held invalid or unenforceable.

5.15 Effective Date

This Agreement is effective and in full force and effect in accordance with its terms from and after the Effective Date, provided that, if this Agreement has not been confirmed by a majority of the votes cast by Independent Shareholders at the Corporation’s annual general meeting of shareholders in 2020, then this Agreement and any and all outstanding Rights shall terminate and shall be void and of no further force and effect from such time.

This Agreement and all outstanding Rights shall terminate and be void and of no further force and effect on and from the Expiration Time.

This Agreement must be reconfirmed by a resolution passed by a majority of the votes cast by all holders of Voting Shares who vote in respect of such reconfirmation (other than any holder who does not qualify as an Independent Shareholder, with respect to all Voting Shares Beneficially owned by such Person) at the third and sixth annual meetings following West Fraser’s annual general meeting of shareholders in 2020. If this Agreement is not so reconfirmed or is not presented for reconfirmation at such annual meetings, this Agreement and all outstanding Rights shall terminate and be void and of no further force and effect on and from the date of termination of the annual meeting; provided that termination shall not occur if a Flip-in Event has occurred (other than a Flip-in Event which has been waived pursuant to Subsection 5.1(a), 5.1(b), 5.1(e)) prior to the date upon which this Agreement would otherwise terminate pursuant to this Section 5.15.

5.16 Determinations and Actions by the Board of Directors

All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors for the purposes of this Agreement, in good faith, shall not subject the Board of Directors or any director of West Fraser to any liability to the holders of the Rights.

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5.17 Fiduciary Duties of Directors

Nothing contained in this Agreement shall be considered to affect the obligations of the members of the Board of Directors to exercise their fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Common Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the solicitation of additional or alternative Take-over Bids or other proposals to holders of Common Shares that the Board of Directors believes is necessary or appropriate in the exercise of their fiduciary duties.

5.18 Time of the Essence

Time shall be of the essence in this Agreement.

5.19 Execution in Counterparts

This Agreement may be executed in any number of counterparts and may be executed and delivered by facsimile or similar electronic copy and each of such counterparts and facsimiles or similar electronic copies shall for all purposes be deemed to be an original, and all such counterparts and facsimiles or similar electronic copies shall together constitute one and the same agreement.

[Remainder of page left blank intentionally]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

WEST FRASER TIMBER CO. LTD.
By:	/s/ Chris Virostek
	Name: Chris Virostek
	Title: Vice-President, Finance and Chief Financial Officer
AST TRUST COMPANY (CANADA)
By:	/s/ Leslie MacFarlane
	Name: Leslie MacFarlane
	Title: Relationship Manager
By:	/s/ Van Bot
	Name: Van Bot
	Title: Director, Relationship Management

S-1

ATTACHMENT 1

WEST FRASER TIMBER CO. LTD.

SHAREHOLDER RIGHTS PLAN AGREEMENT

[Form of Rights Certificate]

Certificate No. __________ Rights ____________

THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 3.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR SUCH PERSON’S AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH THEM OR TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER ACTION.

Rights Certificate

This certifies that _________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement, dated April 9, 2020, as the same may be amended or supplemented from time to time, (the “Shareholder Rights Plan Agreement”), between West Fraser Timber Co. Ltd., a company duly incorporated under the laws of British Columbia and AST Trust Company (Canada), a company governed under the laws of Canada (the “Rights Agent”) (which term shall include any successor Rights Agent under the Shareholder Rights Plan Agreement), to purchase from West Fraser Timber Co. Ltd. at any time after the Separation Time (as such term is defined in the Shareholder Rights Plan Agreement) and prior to the Expiration Time (as such term is defined in the Shareholder Rights Plan Agreement), one fully paid common share of West Fraser Timber Co. Ltd. (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise (in the form provided hereinafter) duly executed and submitted to the Rights Agent at its principal office in the city of Vancouver, British Columbia or any other cities as may be designated by West Fraser Timber Co. Ltd. from time to time. The Exercise Price shall be an amount equal to five times the Market Price (as defined in the Shareholder Rights Agreement) per Common Share determined as of the Separation Time per Right (payable in cash, certified cheque or money order payable to the order of the Corporation) and shall be subject to adjustment as provided in the Shareholder Rights Plan Agreement.

This Rights Certificate is subject to all of the terms and provisions of the Shareholder Rights Plan Agreement, which terms and provisions are incorporated herein by reference and made a part hereof and to which Shareholder Rights Plan Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the

S-1

Rights Agent, West Fraser Timber Co. Ltd. and the holders of the Rights Certificates. Copies of the Shareholder Rights Plan Agreement are on file at the registered office of West Fraser Timber Co. Ltd.

This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Shareholder Rights Plan Agreement or herein be construed to confer upon the holder hereof, as such, any of the Rights of a shareholder of West Fraser Timber Co. Ltd. or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Shareholder Rights Plan Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Plan Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

(Signature page follows)

WITNESS the signature of the proper officers of West Fraser Timber Co. Ltd.

Date: •

WEST FRASER TIMBER CO. LTD.

By: By:

Countersigned:
AST TRUST COMPANY (CANADA)
By:
	Authorized Signature

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED _____________________________________________ hereby sells, assigns and transfers unto ________________________________________                                                                                                                                           _______________                                                                                  (Please print name and address of transferee.)

The Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________ _________________________________, as attorney, to transfer the within Rights on the books of West Fraser Timber Co. Ltd., with full power of substitution.

Dated:
	Signature

Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

The signature on this assignment must correspond with the name as written upon the face of the Right Certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program.

CERTIFICATE

(To be completed if true.)

The undersigned party transferring Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement.

Signature

(To be attached to each Rights Certificate.)

FORM OF ELECTION TO EXERCISE

(To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.)

TO: WEST FRASER TIMBER CO. LTD. and AST TRUST COMPANY (CANADA)

The undersigned hereby irrevocably elects to exercise _____________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of:

(Name)

(Address)

(City and Province)

Social Insurance Number, Social Security Number, or other taxpayer identification number.

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

(Name)

(Address)

(City and Province)

Social Insurance Number, Social Security Number, or other taxpayer identification number.

Dated:
	Signature

Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.)

The signature on this election to exercise must correspond with the name as written upon the face of the Right Certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program.

CERTIFICATE

(To be completed if true.)

The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement.

Signature

(To be attached to each Rights Certificate.)

NOTICE

In the event the certification set forth above in the Forms of Assignment and Election to Exercise is not completed, West Fraser Timber Co. Ltd. will deem the Beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof. No Rights Certificates shall be issued in exchange for a Rights Certificate owned or deemed to have been owned by an Acquiring Person or an Affiliate or Associate thereof, or by a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof.

EX-99.22

Exhibit 99.22

WEST FRASER TIMBER CO. LTD.

501 – 858 Beatty Street

Vancouver, British Columbia, V6B 1C1

P R O X Y

This proxy is solicited by the management of WEST FRASER TIMBER CO. LTD. (the “Company”) for the Annual General Meeting of its Shareholders (the “Meeting”) to be held on Tuesday, May 26, 2020.

The undersigned hereby appoints Hank Ketcham, Chairman of the Board, or failing him, Ray Ferris, President and Chief Executive Officer of the Company, or instead of either of the foregoing, (insert name)                     , as nominee of the undersigned, with full power of substitution, to attend and vote on behalf of the undersigned at the Meeting to be held at 501 – 858 Beatty Street, Vancouver, British Columbia, on Tuesday, May 26, 2020 at 11:30 a.m. local time, and at any adjournments thereof, and directs the nominee to vote or abstain from voting the shares in the Company of the undersigned in the manner indicated below:

1. Election of Directors

The nominees proposed by management of the Company are:

	FOR	WITHHOLD
HANK KETCHAM	☐	☐
REID E. CARTER	☐	☐
RAYMOND FERRIS	☐	☐
JOHN N. FLOREN	☐	☐
BRIAN G. KENNING	☐	☐
JOHN K. KETCHAM	☐	☐
GERALD J. MILLER	☐	☐
ROBERT L. PHILLIPS	☐	☐
JANICE G. RENNIE	☐	☐
GILLIAN D. WINCKLER	☐	☐

OR

Vote FOR  ☐ the election of ALL nominees listed above (except those whose names the undersigned has deleted or stricken through, which deletion will indicate a withholding of vote)

WITHHOLD vote  ☐ in respect of ALL nominees listed above.

Management recommends that shareholders vote FOR the election of ALL the foregoing nominees.

2. Auditor

Vote FOR  ☐ WITHHOLD vote  ☐ on the resolution to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year at the remuneration to be fixed by the board of directors of the Company.

3. Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)

Vote FOR  ☐ AGAINST  ☐ the resolution to accept the Company’s approach to executive compensation, as more particularly described in the information circular for the Meeting.

4. Ratification and Approval of the Company’s new Shareholder Rights Plan

Vote FOR  ☐ AGAINST  ☐ the resolution to approve the ratification of the Company’s shareholder rights plan, as more particularly described in the information circular for the Meeting.

THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.

DATED:             , 2020.

Signature of Shareholder

(Please print name here)

Please use the following field to advise the Company of any change of address:

A proxy will not be valid unless the completed, signed and dated form of proxy is delivered to the Proxy Department of AST Trust Company (Canada) by mail or by hand at The Oceanic Plaza, Suite 1600, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1 no later than 11:30 a.m. (Vancouver time), on May 22, 2020, or, if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned Meeting at which the proxy is to be used.

Any one of the joint holders of a share in the capital of the Company may sign a form of proxy in respect of the share but, if more than one of them is present at the Meeting or represented by a proxyholder, the holder whose name appears first in the register of members in respect of the share, or that holder’s proxyholder or representative, will alone be entitled to vote in respect thereof. Where the form of proxy is signed by a corporation either its corporate seal must be affixed or the form should be signed by the corporation under the hand of an officer or attorney duly authorized in writing, which authorization must accompany the form of proxy.

A shareholder of the Company has the right to appoint a person, who need not be a shareholder, to attend and act for the shareholder and on the shareholder’s behalf at the Meeting other than either of the nominees designated in this form of proxy, and may do so by inserting the name of that other person in the blank space provided for that purpose in this form of proxy or by completing another suitable form of proxy.

The shares in the capital of the Company represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot, and where a choice with respect to a matter to be acted on is specified the shares will be voted on a ballot in accordance with that specification. This proxy confers discretionary authority with respect to amendments or variations to the matters specified in the accompanying Notice of Meeting for which no instruction is given, and with respect to other matters that may properly come before the Meeting. In respect of a matter so identified or referred to for which no instruction is given, the person appointed by this proxy will vote shares represented thereby as determined in his or her discretion.

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EX-99.23

Exhibit 99.23

West Fraser Timber Co. Ltd.

Condensed Consolidated Balance Sheets

(in millions of Canadian dollars, except where indicated - unaudited)

	March 31		December 31
	2020		2019
Assets
Current assets
Cash and short-term investments	$	94	$	16
Receivables		325		258
Income taxes receivable		125		135
Inventories (note 5)		943		729
Prepaid expenses		14		9
		1,501		1,147
Property, plant and equipment		2,233		2,140
Timber licences		488		493
Goodwill and other intangibles		811		772
Export duty deposits (note 14)		96		80
Other assets		25		26
Deferred income tax assets		11		10
	$	5,165	$	4,668
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	—	$	16
Operating loans (note 6)		682		374
Payables and accrued liabilities		436		396
Current portion of long-term debt (note 6)		10		10
Current portion of reforestation and decommissioning obligations		44		41
		1,172		837
Long-term debt (note 6)		710		650
Other liabilities (note 7)		381		454
Deferred income tax liabilities		273		253
		2,536		2,194
Shareholders’ Equity
Share capital		484		483
Accumulated other comprehensive earnings		198		132
Retained earnings		1,947		1,859
		2,629		2,474
	$	5,165	$	4,668

Number of Common shares and Class B Common shares outstanding at April 28, 2020 was 68,669,618.

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions of Canadian dollars, except where indicated - unaudited)

	January 1 to March 31
	2020			2019
Share capital
Balance - beginning of period	$	483		$	491
Issuance of Common shares		1			1
Repurchase of Common shares		—			(5	)
Balance - end of period	$	484		$	487
Accumulated other comprehensive earnings
Balance - beginning of period	$	132		$	170
Translation gain (loss) on foreign operations		66			(17	)
Balance - end of period	$	198		$	153
Retained earnings
Balance - beginning of period	$	1,859		$	2,235
Actuarial gain (loss) on post-retirement benefits		90			(36	)
Repurchase of Common shares		—			(45	)
Earnings for the period		12			(5	)
Dividends		(14	)		(14	)
Balance - end of period	$	1,947		$	2,135
Shareholders’ Equity	$	2,629		$	2,775

- 2 -

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Earnings and Comprehensive Earnings

(in millions of Canadian dollars, except where indicated - unaudited)

	January 1 to March 31
	2020			2019
Sales	$	1,195		$	1,241
Costs and expenses
Cost of products sold		846			903
Freight and other distribution costs		168			170
Export duties (note 14)		35			32
Amortization		70			65
Selling, general and administration		54			58
Equity-based compensation		9			3
		1,182			1,231
Operating earnings		13			10
Finance expense		(16	)		(11	)
Other (note 10)		12			(5	)
Earnings before tax		9			(6	)
Tax recovery (note 11)		3			1
Earnings	$	12		$	(5	)
Earnings per share (dollars) (note 12)
Basic	$	0.18		$	(0.07	)
Diluted	$	(0.11	)	$	(0.12	)
Comprehensive earnings
Earnings	$	12		$	(5	)
Other comprehensive earnings
Translation gain (loss) on foreign operations		66			(17	)
Actuarial gain (loss) on post-retirement benefits		90			(36	)
Comprehensive earnings	$	168		$	(58	)

- 3 -

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Cash Flows

(in millions of Canadian dollars, except where indicated - unaudited)

	January 1 to March 31
Cash provided by (used in)	2020			2019
Operating activities
Earnings	$	12		$	(5	)
Adjustments
Amortization		70			65
Finance expense		16			11
Exchange loss (gain) on long-term financing		(6	)		1
Exchange loss (gain) on export duty deposits		(7	)		2
Export duty deposits		(8	)		(5	)
Post-retirement expense		25			21
Contributions to post-retirement benefit plans		(13	)		(17	)
Tax recovery		(3	)		(1	)
Income taxes paid		(1	)		(77	)
Reforestation and decommissioning obligations		24			17
Other		5			2
Changes in non-cash working capital
Receivables		(65	)		(49	)
Inventories		(195	)		(180	)
Prepaid expenses		(4	)		(4	)
Payables and accrued liabilities		28			(9	)
		(122	)		(228	)
Financing activities
Proceeds from operating loans		308			266
Finance expense paid		(9	)		(5	)
Repurchase of Common shares		—			(50	)
Dividends		(14	)		(14	)
Other		(1	)		—
		284			197
Investing activities
Additions to capital assets		(59	)		(108	)
Proceeds from disposal of capital assets		6			—
		(53	)		(108	)
Change in cash		109			(139	)
Foreign exchange effect on cash		(15	)		(4	)
Cash - beginning of period		—			147
Cash - end of period	$	94		$	4
Cash consists of
Cash and short-term investments	$	94		$	34
Cheques issued in excess of funds on deposit		—			(30	)
	$	94		$	4

- 4 -

West Fraser Timber Co. Ltd.

Notes to Condensed Consolidated Interim Financial Statements

(figures are in millions of dollars, except where indicated - unaudited)

1. Nature of operations

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation and statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board and use the same accounting policies and methods of their application as the December 31, 2019 annual audited consolidated financial statements. These condensed consolidated interim financial statements should be read in conjunction with our 2019 annual audited consolidated financial statements.

3. Use of estimates and judgments and Coronavirus (COVID-19)

The preparation of financial statements requires management to use accounting estimates and to make judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The estimates and underlying assumptions are based on historical experience and other factors, including expectations of future events that are considered to be reasonable under the circumstances.

The COVID-19 pandemic has led to the closure of non-essential businesses worldwide, has depressed the markets for our products, and interrupted supply chains. It is difficult to estimate the nature, timing, and extent of the business and economic impact on our supply chain, market pricing, customer demand, distribution networks and consequently, our financial and operating performance. This uncertainty could materially affect our operations and financial condition. The uncertainty could also materially affect estimates, including valuation of inventories, allowance for expected credit losses, fair value measurements, the valuation of long-lived assets, and cash flow projections used for impairment testing. Actual results may materially differ from these estimates.

4. Seasonality of operations

Our operating results are subject to seasonal fluctuations that impact quarter-to-quarter operating results. Log availability has a direct impact on our operations. We build up log inventory in Canada during the winter to sustain our lumber and plywood production during the second quarter when logging is curtailed due to wet and inaccessible land conditions. Extreme weather conditions, wildfires in Western Canada, and hurricanes in the U.S. South may periodically affect operations, including logging, manufacturing, and transportation. Consequently, interim operating results may not proportionately reflect operating results for a full year.

- 5 -

5. Inventories

Inventories at March 31, 2020, were subject to a valuation reserve of $23 million (December 31, 2019 - $39 million; March 31, 2019 - $30 million) to reflect net realizable value being lower than cost.

	March 31, 2020		December 31, 2019
Manufactured products	$	381	$	341
Logs and other raw materials		391		226
Processing materials and supplies		171		162
	$	943	$	729

6. Operating loans and long-term debt

Operating loans

Our revolving lines of credit consist of a $850 million committed revolving credit facility which matures August 25, 2024, a $35 million (US$25 million) demand line of credit dedicated to our U.S. operations and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On April 9, 2020, we obtained an additional $150 million revolving credit facility that matures on April 9, 2022. The new credit facility is available for general corporate purposes and is on substantially similar terms to the existing $850 million credit facility. On March 31, 2020, $685 million was drawn under our revolving credit facility. Deferred financing costs of $3 million related to these facilities were deducted against the operating loans for balance sheet presentation.

Interest on the facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances or LIBOR Advances at our option plus an applicable margin.

In addition, we have credit facilities totalling $131 million dedicated to letters of credit, of which US$15 million is dedicated to our U.S. operations. On March 31, 2020, our letter of credit facilities supported $61 million of open letters of credit.

All debt is unsecured except the $8 million joint operation demand line of credit, which is secured by that joint operation’s current assets.

Long-term debt

	March 31, 2020			December 31, 2019
US$300 million senior notes due October 2024; interest at 4.35%	$	426		$	390
US$200 million term loan due August 2024; floating interest rate		284			260
US$8 million note payable due October 2020; interest at 2%		10			10
Notes payable		3			3
		723			663
Less: deferred financing costs		(3	)		(3	)
Less: current portion related to the US$8 million note payable due October 2020		(10	)		(10	)
	$	710		$	650

The fair value of the long-term debt at March 31, 2020 was $762 million (December 31, 2019 - $677 million) based on rates available to us at the balance sheet date for long-term debt with similar terms and remaining maturities.

- 6 -

On March 9, 2020, we extended the duration of our interest rate swap from August 2022 to August 2024 resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024. We continue to receive a floating interest rate equal to 3-month LIBOR over the duration. The result is a fixed interest rate of 2.47% for the period of May 28, 2019 to February 25, 2020 and 1.78% for the period of February 25, 2020 to August 25, 2024. The agreement is accounted for as a derivative and the gain or loss related to changes in the fair value is included in other income. A $5 million loss was recorded during the quarter.

On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

7. Other liabilities

	March 31, 2020		December 31, 2019
Post-retirement (note 8)	$	212	$	314
Long-term portion of reforestation		95		74
Long-term portion of decommissioning		35		31
Other		39		35
	$	381	$	454

8. Post-retirement benefits

We maintain defined benefit and defined contribution pension plans covering a majority of our employees. The defined benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life based either on length of service or on earnings and length of service, and in most cases do not increase after the commencement of retirement. We also provide group life insurance, medical and extended health benefits to certain employee groups.

The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:

	March 31, 2020			December 31, 2019
Projected benefit obligations	$	(1,499	)	$	(1,693	)
Fair value of plan assets		1,292			1,385
	$	(207	)	$	(308	)
Represented by
Post-retirement assets	$	5		$	6
Post-retirement liabilities		(212	)		(314	)
	$	(207	)	$	(308	)

The significant actuarial assumptions used to determine our balance sheet date post-retirement assets and liabilities are as follows:

	March 31, 2020			December 31, 2019
Discount rate		4.00	%		3.00	%
Future compensation rate increase		3.50	%		3.50	%

For the three months ended March 31, 2020, we recognized in other comprehensive earnings a before tax gain of $121 million to reflect the changes in the valuation of the post-retirement benefit plans. The gain reflects the increase in the discount rate used to calculate plan liabilities from the beginning of the year, partially offset by a negative return on plan assets. The discount rate is based on the market yields from high-quality corporate bonds, and these rates increased during the quarter as the credit risk premium on corporate bonds has increased.

- 7 -

The actuarial gain on post-retirement benefits, included in other comprehensive earnings, is as follows:

	January 1 to March 31
	2020			2019
Actuarial gain (loss)	$	121		$	(49	)
Tax recovery (provision)		(31	)		13
	$	90		$	(36	)

9. Share Capital

We are authorized under our Normal Course Issuer Bid (“NCIB”), which expires on September 19, 2020, to purchase up to 3,318,823 of our Common shares. Under this bid, there were no Common shares repurchased for cancellation. During the first quarter of 2019, we repurchased 718,500 Common shares under our previous NCIB, which expired on September 18, 2019, at an average price of $70.75 per share for a cost of approximately $50 million.

10. Other

	January 1 to March 31
	2020			2019
Exchange gain (loss) on working capital	$	6		$	(3	)
Exchange gain (loss) on intercompany financing1		66			(15	)
Exchange gain (loss) on long-term debt		(60	)		14
Exchange gain (loss) on export duty deposits receivable		7			(2	)
Other		(7	)		1
	$	12		$	(5	)

1. Relates to US$550 million of financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

11. Tax provision

The tax provision differs from the amount that would have resulted from applying the British Columbia statutory income tax rate to earnings before tax as follows:

	January 1 to March 31
	2020			2019
Income tax expense at statutory rate of 27%	$	(2	)	$	2
Non-taxable amounts		6			(1	)
Other		(1	)		—
Tax recovery	$	3		$	1

12. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding. Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic

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earnings per share, the calculation is anti-dilutive, and diluted earnings per share are deemed to be the same as basic earnings per share.

	January 1 to March 31
	2020			2019
Earnings
Basic	$	12		$	(5	)
Share option recovery		(18	)		—
Equity-settled share option adjustment		(2	)		(3	)
Diluted	$	(8	)	$	(8	)
Weighted average number of shares (thousands)
Basic		68,665			69,432
Share options		132			398
Diluted		68,797			69,830
Earnings per share (dollars)
Basic	$	0.18		$	(0.07	)
Diluted	$	(0.11	)	$	(0.12	)

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13. Segmented information

The table below provides a reconciliation of our non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
January 1, 2020 to March 31, 2020
Sales
To external customers	$	836		$	138		$	221		$	—		$	1,195
To other segments		28			2			—			(30	)		—
	$	864		$	140		$	221		$	(30	)	$	1,195
Cost of products sold		(609	)		(110	)		(157	)		30			(846	)
Freight and other distribution costs		(110	)		(15	)		(43	)		—			(168	)
Selling, general and administration		(39	)		(7	)		(10	)		2			(54	)
Adjusted EBITDA	$	106		$	8		$	11		$	2		$	127
Export duties		(35	)		—			—			—			(35	)
Equity-based compensation		—			—			—			(9	)		(9	)
Amortization		(52	)		(4	)		(11	)		(3	)		(70	)
Operating earnings	$	19		$	4		$	—		$	(10	)	$	13
Finance expense		(13	)		(1	)		(2	)		—			(16	)
Other		16			—			4			(8	)		12
Earnings before tax	$	22		$	3		$	2		$	(18	)	$	9
January 1, 2019 to March 31, 2019
Sales
To external customers	$	821		$	152		$	268		$	—		$	1,241
To other segments		36			3			—			(39	)		—
	$	857		$	155		$	268		$	(39	)	$	1,241
Cost of products sold		(621	)		(117	)		(204	)		39			(903	)
Freight and other distribution costs		(111	)		(15	)		(44	)		—			(170	)
Selling, general and administration		(41	)		(8	)		(9	)		—			(58	)
Adjusted EBITDA	$	84		$	15		$	11		$	—		$	110
Export duties		(32	)		—			—			—			(32	)
Equity-based compensation		—			—			—			(3	)		(3	)
Amortization		(50	)		(4	)		(10	)		(1	)		(65	)
Operating earnings	$	2		$	11		$	1		$	(4	)	$	10
Finance expense		(7	)		(1	)		(3	)		—			(11	)
Other		(3	)		—			—			(2	)		(5	)
Earnings before tax	$	(8	)	$	10		$	(2	)	$	(6	)	$	(6	)

The geographic distribution of external sales is as follows¹:

	January 1 to March 31
	2020		2019
Canada	$	237	$	261
United States		750		701
China		140		169
Other Asia		59		98
Other		9		12
	$	1,195	$	1,241

1. Sales distribution is based on the location of product delivery.

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14. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and, as a result, have received unique company-specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1 as shown in the table below. On April 24, 2020, the USDOC announced a tolling of all Administrative Review deadlines by up to 50 days. As a result, it is now anticipated that the final determination for AR1 will not be issued until September 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. This would be in addition to the Canadian $96 million receivable balance already recorded on our balance sheet at March 31, 2020. In the event that these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

On January 1, 2020, we entered AR3 for POI January 1 to December 31, 2020. For the three months ended March 31, 2020, we expensed ADD at the West Fraser Estimated Rate of 0.77% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - March 31, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017 until the Revised Rate was published by the USITC.

2. On December 4, 2017, the USDOC Revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

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Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%
AR3 POI
January 1, 2020 - March 31, 2020		5.57	%		5.57	%		n/a	5		0.77	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC Revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

	January 1 to March 31
Export duties incurred in the period	2020		2019
Countervailing duties	$	32	$	28
Antidumping duties		11		9
Total	$	43	$	37

	January 1 to March 31
Recognized in the financial statements as	2020		2019
Export duties recognized as expense in consolidated statements of earnings	$	35	$	32
Export duties recognized as export duty deposits receivable in consolidated balance sheets		8		5
Total	$	43	$	37

We have recorded long-term duty deposits receivable related to CVD for the excess of deposits made at the Cash Deposit Rate of 24.12% compared to the December 4, 2017, Revised Rate of 17.99%, and to ADD for the difference between the 5.57% Cash Deposit Rate and our West Fraser Estimated Rate. The details are as follows:

Export duty deposits receivable	January 1 to March 31 2020		January 1 to December 31 2019
Beginning balance	$	80	$	75
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		8		5
Interest recognized on the long-term duty deposits receivable		1		4
Exchange on the long-term duty deposits		7		(4	)
Ending balance	$	96	$	80

As at March 31, 2020, export duties paid and payable on deposit with the USDOC are US$301 million for CVD and US$106 million for ADD for a total of US$407 million.

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AR2 and AR3

AR2 covers the POI from January 1, 2019 through December 31, 2019. On April 24, 2020, the USDOC announced a tolling of all Administrative Review deadlines by up to 50 days, and it is now anticipated that AR2 will be delayed. AR3 covers the POI from January 1, 2020 through December 31, 2020 and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”), categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute, and have appealed the decisions to North America Free Trade Agreement panels and the World Trade Organization.

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EX-99.24

Exhibit 99.24

Management’s Discussion and Analysis

Introduction and Interpretation

This discussion and analysis by management (“MD&A”) of West Fraser Timber Co. Ltd. ’s (“West Fraser”, the “Company” or “we,” “us,” or “our”) financial performance for the three months ending March 31, 2020, should be read in conjunction with the cautionary statement regarding forward-looking statements below, our first quarter 2020 unaudited condensed consolidated interim financial statements and accompanying notes (“Financial Statements”), as well as our 2019 annual MD&A and annual audited consolidated financial statements included in the Company’s 2019 Annual Report. Dollar amounts are expressed in Canadian currency, unless otherwise indicated, and references to US$ are to the United States dollars.

Unless otherwise indicated, the financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”). An advisory with respect to the use of non-IFRS measures is set out below.

This MD&A includes references to benchmark prices over selected periods for products of the type produced by West Fraser. These benchmark prices are for one product, dimension or grade, and do not necessarily reflect the prices obtained by West Fraser during those periods as we produce and sell a wide offering of products, dimensions, grades, and species. For definitions of other abbreviations and technical terms used in this MD&A, please see the Glossary of Industry Terms found in our most recent Annual Report.

Where this MD&A includes information from third parties, we believe that such information (including information from industry and general publications and surveys) is generally reliable. However, we have not independently verified any such third party information and cannot assure you of its accuracy or completeness.

This MD&A uses the following terms that are found in our most recent Annual Report: “SPF” (spruce/pine/balsam fir lumber), “SYP” (southern yellow pine lumber), “MDF” (medium density fibreboard), “LVL” (laminated veneer lumber), “BCTMP” (bleached chemithermomechanical pulp) and “NBSK” (northern bleached softwood kraft pulp).

The information in this MD&A is as at April 28, 2020 unless otherwise indicated.

Forward-Looking Statements

This MD&A contains historical information, descriptions of current circumstances and statements about potential future developments and anticipated financial results. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader, but their accuracy depends on a number of assumptions and are subject to various risks and uncertainties.

Forward-looking statements are included under the headings “Recent Developments” (concerning COVID-19, including its duration, nature of government responses, adjustments to our operations, potential impacts, and our ability to weather its impacts), “Discussion & Analysis of Non-Operational Items” (concerning adjustments to duty rates), ”Lumber Segment” (concerning countervailing and antidumping duty rates, timing for future administrative reviews and cash deposit rates), “Pulp and Paper Segment – Production” (concerning planned maintenance shutdowns), “Cash Flow - Selected Cash Flow Items – Operating Activities” (concerning second quarter log inventory volumes), and “Business Outlook” (concerning our operations (including lumber production, operating strategy, log costs, demand for panels, maintenance shutdowns for NBSK mills), markets (including economic activity in Asia, the adjustment to duty rates, and pulp demand) and cash flows (including liquidity, future dividends and the availability of government payment deferrals programs)). By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts, and other forward-looking statements will not occur.

Actual outcomes and results of these statements will depend on several factors, including those matters described under “Risks and Uncertainties” and may differ materially from those anticipated or projected. This list of important factors affecting forward-looking statements is not exhaustive, and reference should be made to the other factors discussed in public filings with securities regulatory authorities. Accordingly, readers should exercise caution in relying upon forward-looking statements as we undertake no obligation to publicly update or revise any forward-looking statements, whether written or oral, to reflect subsequent events or circumstances except as required by applicable securities laws.

Non-IFRS Measures

Throughout this MD&A reference is made to Adjusted EBITDA, Adjusted earnings, Adjusted basic earnings per share, available liquidity, and total and net debt to total capital ratio (collectively “these non-IFRS measures”). We believe that, in addition to earnings, these non-IFRS measures are useful performance indicators for investors with regards to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions. These non-IFRS measures are not generally accepted financial measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these non-IFRS measures should be considered as an alternative to earnings, earnings per share (“EPS”) or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these non-IFRS measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The reconciliation of the non-IFRS measures used and presented by the Company to the most directly comparable IFRS measures is provided in the tables set forth below.

Recent Developments

Coronavirus (“COVID-19”)

The impact of the novel Coronavirus (“COVID-19”) pandemic has been swift, requiring unprecedented actions to control the spread of the virus and has resulted in governments and businesses worldwide enacting emergency measures and restrictions to combat the spread of COVID-19. These measures and restrictions, which include the implementation of travel bans, mandated and voluntary business closures, self-imposed and mandatory quarantine periods, isolation orders and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown and have led to disruptions to our workforce and operating facilities, customers, production, sales and operations and supply chain. The COVID-19 crisis has led to the closure of non-essential businesses worldwide, has depressed the markets and demand for our products, and interrupted supply chains. Governments and central banks have reacted with significant monetary and fiscal interventions and other measures designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak are unknown at this time, as is the effectiveness of government and central bank measures to stabilize the economy and limit the spread of COVID-19. It is not possible to reliably estimate the length and severity of these developments and the impact on our operations, the markets for our products and our financial results and condition.

As a result of the various impacts of COVID-19, we have made a number of adjustments to our operating schedules, some form of which are likely to continue as long as pandemic conditions exist. The impact of these adjustments on our first quarter of 2020 production was a reduction of approximately 50 MMfbm for lumber and 10 MMsf for plywood. Our “Outlook” section in this MD&A includes commentary on potential future operating schedules.

The safety, health, and well-being of our employees and others on our sites and the communities in which we operate remains our primary focus. Our goal is to continue to operate safely to mitigate potential exposure to COVID-19. As such, we have implemented physical distancing strategies, increased cleaning and disinfection at our

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sites, provided protective equipment to our employees as necessary, executed remote working policies, and eliminated all non-essential travel.

Our strong balance sheet with no significant near-term debt maturities, along with our low-cost manufacturing operations and product and geographic diversification, positions us to manage through the impacts of the COVID-19 pandemic. Our liquidity on March 31, 2020, was $294 million. On April 9, 2020, we obtained an additional $150 million revolving credit facility that matures on April 9, 2022. This assessment is subject to the risks and uncertainties outlined below.

Risks and Uncertainties

A local, regional, national or international outbreak or escalation of a contagious disease, virus or other illness including COVID-19, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu or any other similar illness, or fear of the foregoing, could cause interruptions to our business and operations and otherwise have an adverse effect on our business, financial condition and/or results of operations including as a result of the effects on: (i) global economic activity, (ii) the business and operations of our customers caused by operating shutdowns or disruptions or financial or liquidity issues, (iii) the demand for and price of our products, (iv) the health of our employees and the impact on their ability to work or travel, (v) our ability to operate our manufacturing facilities, (vi) our supply chain and the ability of third party suppliers, service providers and/or transportation carriers to supply of goods or services on which we rely on or transport our products to market, and (vi) our revenues, cash flow, liquidity and ability to maintain compliance with the covenants in our credit agreements.

Demand and prices for our products may be adversely affected by such outbreaks and pandemics that affect levels of economic activity and we are unable to predict or estimate the timing or extent of the impact of such outbreaks and pandemics. Governmental measures or restrictions including those requiring the closures of businesses, restrictions on travel, country, provincial or state and city-wide isolation orders, and social distancing requirements may directly affect our operations and employees and those of our customers, suppliers and service providers and the demand for and pricing of our products. The spread of such viruses among our employees or those of our suppliers or service providers could result in lower production and sales, higher costs, and supply and transportation constraints. Accordingly, our production, costs, sales and revenue may be negatively affected, which could have a material adverse effect on our business, financial condition and/or results of operation.

As of the date of this MD&A, given the ongoing and dynamic nature of the COVID-19 outbreak, it is very difficult to predict the severity of the impact on the Company’s business and the full extent of the effects of the COVID-19 virus are unknown. The extent of such impact will depend on future developments, which are highly uncertain, including new information which may emerge concerning the spread and severity of the coronavirus and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including the effect it may have (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our supply chain, market pricing and customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, the valuation of long-lived assets, and operating results.

Significant Management Judgments Affecting Financial Results

The preparation of financial statements requires management to make estimates and assumptions and to select accounting policies that affect the amounts reported. COVID-19 has introduced a new level of uncertainty as we cannot predict the nature or timing of the outbreak and the impact on our business and operations. We have used our best estimates on determining fair value and net realizable values at March 31, 2020. The areas that may be significantly affected are inventory valuations, value-in-use cash flow estimates for impairment testing, and expected credit losses on our accounts receivable balances.

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Summary Information

($ millions except as otherwise indicated)

	Q1-20			Q4-19			Q1-19
Earnings
Sales		1,195			1,129			1,241
Cost of products sold		(846	)		(830	)		(903	)
Freight and other distribution costs		(168	)		(166	)		(170	)
Selling, general and administration		(54	)		(53	)		(58	)
Adjusted EBITDA1		127			80			110
Export duties		(35	)		(35	)		(32	)
Equity-based compensation		(9	)		(2	)		(3	)
Amortization		(70	)		(66	)		(65	)
Restructuring and impairment charges		—			(8	)		—
Operating earnings		13			(31	)		10
Finance expense		(16	)		(13	)		(11	)
Other		12			(2	)		(5	)
Tax recovery		3			4			1
Earnings		12			(42	)		(5	)

1. See section “Non-IFRS Measures” in this MD&A.

Exchange rates
CAD$1.00 converted to US$ – average	0.744	0.758	0.752

Selected Quarterly Information

($ millions except earnings per share (“EPS”) amounts which are in $)

	Q1-20			Q4-19			Q3-19			Q2-19			Q1-19			Q4-18		Q3-18		Q2-18
Sales		1,195			1,129			1,190			1,317			1,241			1,274		1,646		1,834
Earnings		12			(42	)		(45	)		(58	)		(5	)		29		238		346
Basic EPS		0.18			(0.61	)		(0.65	)		(0.85	)		(0.07	)		0.42		3.25		4.52
Diluted EPS		(0.11	)		(0.61	)		(0.73	)		(0.92	)		(0.12	)		0.29		2.99		4.52

Discussion & Analysis of Non-Operational Items

Adjusted Earnings and Adjusted Basic EPS

($ millions except EPS amounts which are in $)

	Q1-20			Q4-19			Q1-19
Earnings		12			(42	)		(5	)
Add (deduct):
Export duties		35			35			32
Interest recognized on export duty deposits receivable		(1	)		(1	)		(1	)
Equity-based compensation		9			2			3
Exchange (gain) loss on long-term financing		(6	)		1			1
Exchange (gain) loss on export duty deposits receivable		(7	)		1			2
Insurance gain on disposal of equipment		—			(4	)		—
Restructuring and impairment charges		—			8			—
Re-measurement of deferred income tax assets and liabilities		—			(1	)		—
Net tax effect on the above adjustments		(14	)		(10	)		(10	)
Adjusted earnings1		28			(11	)		22
Adjusted basic EPS1,2		0.42			(0.16	)		0.32

1. See section “Non-IFRS Measures” in this MD&A.

2. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding.

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Export duties of $35 million were expensed in the current and previous quarter compared to $32 million in the first quarter of 2019. We have also recorded interest income and foreign exchange adjustments on the estimated export duty deposits receivable as noted in the above table. The preliminary results of the administrative review of our duty rates for the April 28, 2017 to December 31, 2018 period has been issued by the U.S. Department of Commerce (“USDOC”). These rates are expected to be finalized in the fall of 2020. The second Administrative Review (“AR”) covering the 2019 fiscal period will commence later in 2020, however results are not expected to be finalized until 2021. On January 1, 2020, the one-year fiscal period of investigation for the third AR began. AR3 is expected to be reviewed by the USDOC in 2021, and the rates finalized in 2022. We believe that the U.S. allegations of subsidy and dumping are unwarranted and that the rates applied will be adjusted upon review. See “Softwood Lumber Dispute” under the heading “Lumber Segment” in this report, in our 2019 annual MD&A, and in Note 14 of the Financial Statements for further information.

Our equity-based compensation includes our share purchase option, phantom share unit, and directors’ deferred share unit plans (collectively, the “Plans”), all of which have been partially hedged by an equity derivative contract. The Plans and equity derivative contract are fair valued at each quarter-end, and the resulting expense or recovery is recorded over the vesting period. Our fair valuation models consider various factors, with the most significant being the change in the market value of our shares from the beginning to the end of the relevant period. The expense or recovery does not necessarily represent the actual value which will ultimately be received by the holders of options and units.

Any change in the value of the Canadian dollar relative to the value of the U.S. dollar results in the revaluation of our U.S. dollar-denominated assets and liabilities. The revaluation of these assets and liabilities for our Canadian operations is included in other income, while the revaluation related to our U.S. operations is included in other comprehensive earnings. The table above reports our exchange gains or losses on U.S. dollar-denominated long-term financing and export duty deposits receivable during the periods presented. Exchange gains or losses realized on the working capital balances of our Canadian operations are identified under “Other Non-Operational Items” below.

We finalized the insurance settlement related to the 2017 involuntary disposal of equipment at our jointly owned NBSK plant resulting in a gain of $4 million in the fourth quarter of 2019.

Restructuring and impairment charges of $8 million were recognized in the fourth quarter of 2019, related to plant and equipment impairments of certain British Columbia (“B.C.”) lumber mill assets.

In the second quarter of 2019, the Alberta government reduced its income tax rate from 12% to 8% over four years beginning July 1, 2019. The fourth quarter of 2019 includes a minor adjustment to the deferred income tax expense that was recorded in the second quarter of 2019.

Other Non-Operational Items

Other income includes several non-operational items, the most significant being foreign exchange revaluation on the U.S. dollar-denominated assets and liabilities of our Canadian operations. Foreign exchange revaluations on working capital items was a gain of $6 million compared to a loss of $3 million in both the previous quarter and the first quarter of 2019.

Finance expense was higher in the quarter due to higher average borrowings on our line of credit compared to the previous quarter and first quarter of 2019.

The results of the current quarter include an income tax recovery of $3 million, compared to $4 million in the previous quarter, and $1 million in the first quarter of 2019. The effective tax rate was negative 33% in the current quarter compared to 9% in the previous quarter and 17% in the first quarter of 2019. The effective tax rate for the current quarter may not be reflective of the effective tax rate for fiscal 2020, as the impacts of non-taxable permanent differences on low earnings can result in large swings to the calculated rate. Note 11 to the Financial Statements provides a reconciliation of income taxes calculated at the statutory rate to the income tax expense.

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Discussion & Analysis by Product Segment

Lumber Segment

($ millions unless otherwise indicated)

	Q1-20			Q4-19			Q1-19
Lumber Segment Earnings
Sales
Lumber		736			665			724
Wood chips and other residuals		89			86			101
Logs and other		39			34			32
		864			785			857
Cost of products sold		(609	)		(573	)		(621	)
Freight and other distribution costs		(110	)		(106	)		(111	)
Selling, general and administration		(39	)		(37	)		(41	)
Adjusted EBITDA1		106			69			84
Export duties		(35	)		(35	)		(32	)
Amortization		(52	)		(49	)		(50	)
Restructuring and impairment charges		—			(8	)		—
Operating earnings		19			(23	)		2
Finance expense		(13	)		(10	)		(7	)
Other		16			(4	)		(3	)
Earnings before tax		22			(37	)		(8	)
SPF (MMfbm)
Production		793			724			814
Shipments		699			702			794
SYP (MMfbm)
Production		708			699			648
Shipments		727			683			650
Benchmark prices (per Mfbm)
SPF #2 & Better 2x42 - US$		399			380			372
SPF #3 Utility2 - US$		314			257			323
SYP #2 West 2x43 - US$		370			387			402
SPF #2 & Better 2x4 - CAD$4		537			502			495
SPF #3 Utility - CAD$4		422			339			429
SYP #2 West 2x4 - CAD$4		498			511			534

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Random Lengths - Net FOB mill.

3. Source: Random Lengths - Net FOB mill Westside.

4. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

Sales and Shipments

Lumber sales increased compared to the previous quarter and first quarter of 2019 due primarily to higher product pricing for specific grades of SPF lumber and a weaker Canadian dollar relative to the U.S. dollar. Lower SPF shipment volumes over the same comparative periods partially offset improved product pricing. Pricing changes resulted in a $45 million increase in Adjusted EBITDA compared to the previous quarter and $14 million compared to the first quarter of 2019. Increased SYP shipments also contributed to the improvement in sales.

Rail line blockades in Canada and lower demand at the end of March due to COVID-19 related operating, supply chain, and market conditions resulted in lower SPF shipments compared to production. SPF shipments for the fourth quarter of 2019 were negatively impacted by a CN Rail strike.

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SYP shipments closely reflected changes in production volumes, as inventory levels in the U.S. South are generally lower given the shorter shipment times for finished products to end customers, and most shipments move by truck rather than rail.

Wood chip and residual sales were comparable to the previous quarter but lower compared to the first quarter of 2019 due to lower lumber production as a result of temporary and permanent curtailments.

Costs and Production

Manufacturing costs and freight and other distribution costs largely trended with the changes in shipment volumes and were also impacted by changes in operating schedules as outlined below.

In 2019, we implemented permanent reductions in production capacity at a number of our B.C. mills. The comparative impact of these actions reduced production in the first quarter of 2020 by an incremental 87 million board feet as compared to the first quarter of last year. There is no impact when compared to the previous quarter as the permanent reductions were fully implemented in both periods.

We also implemented temporary curtailments in the current and comparative periods. Temporary curtailments of SPF production of 30 million board feet in the first quarter of 2020 was approximately 33 million board feet less than the 63 million board feet curtailed in both the first and fourth quarters of 2019.

We implemented temporary SYP curtailments in the quarter of approximately 20 million board feet. SYP production for the first quarter of 2019 was lower than the current quarter due to weather-related log shortages in the comparative quarter and the positive impact of capital improvements during the current quarter.

SPF purchased log costs declined compared to the previous quarter and first quarter of 2019 primarily due to industry-wide temporary and permanent closures, which reduced demand for sawlogs, and tight limits on log procurement costs. SYP log costs were relatively stable over the comparative periods, with the first quarter of 2019 being slightly higher than the current quarter due to weather-related log shortages.

Selling, general and administration costs are lower in the current and previous quarter compared to the first quarter of 2019, primarily due to lower variable employee compensation.

Export duties were similar to the previous quarter and higher than the first quarter of 2019, despite the lower estimated antidumping rate, due in part to market mix and higher SPF sale prices. The fourth quarter of 2019 included $8 million of restructuring and impairment charges related to certain B.C. lumber mill assets.

As a consequence of the items discussed above, Adjusted EBITDA increased by $37 million compared to the previous quarter and by $22 million compared to the first quarter of 2019.

Discussions on finance expenses and other income are included above under the section called “Other Non-Operational Items” in this MD&A.

Softwood Lumber Dispute

Our 2019 MD&A included in our 2019 Annual Report provides additional details of the softwood lumber dispute.

Developments in Countervailing (“CVD”) and Antidumping (“ADD”) rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

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The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1, as shown in the table below. On April 24, 2020, the USDOC announced a tolling of all Administrative Review deadlines by up to 50 days. As a result, it is now anticipated that the final determination for AR1 will not be issued until September 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. This would be in addition to the Canadian $96 million receivable balance already recorded on our balance sheet at March 31, 2020. If these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

On January 1, 2020, we entered AR3 for POI January 1 to December 31, 2020. For the three months ended March 31, 2020, we expensed ADD at the West Fraser Estimated Rate of 0.77% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate, and the West Fraser Estimated ADD Rate for each period are as follows:

Effective dates for CVD	Cash Deposit Rate			Revised  Rate2 (4-Dec-17)			AR1 Preliminary Rate3 (3-Feb-20)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - March 31, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017, until the Revised Rate was published by the USTIC.

2. On December 4, 2017, the USDOC Revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

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Effective dates for ADD	Cash Deposit Rate			Revised  Rate2 (4-Dec-17)			AR1 Preliminary Rate3 (3-Feb-20)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%
AR3 POI
January 1, 2020 - March 31, 2020		5.57	%		5.57	%		n/a	5		0.77	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC Revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

AR2 and AR3

AR2 covers the POI from January 1, 2019 through December 31, 2019. On April 24, the US Department of Commerce announced a tolling of all Administrative Review deadlines by up to 50 days, and it is now anticipated that AR2 will be delayed. AR3 covers the POI from January 1, 2020 through December 31, 2020 and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

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Panels Segment

($ millions unless otherwise indicated)

	Q1-20			Q4-19			Q1-19
Panel Segment Earnings
Sales
Finished products		134			137			149
Wood chips and other residuals		4			4			5
Logs and other		2			1			1
		140			142			155
Cost of products sold		(110	)		(108	)		(117	)
Freight and other distribution costs		(15	)		(15	)		(15	)
Selling, general and administration		(7	)		(6	)		(8	)
Adjusted EBITDA1		8			13			15
Amortization		(4	)		(5	)		(4	)
Operating earnings		4			8			11
Finance expense		(1	)		(1	)		(1	)
Earnings before tax		3			7			10
Plywood (MMsf 3/8” basis)
Production		198			204			211
Shipments		192			206			198
MDF (MMsf 3/4” basis)
Production		55			53			53
Shipments		54			52			54
LVL (Mcf)
Production		494			508			496
Shipments		485			493			531
Benchmark prices (per Msf)
Plywood (3/8” basis)2 - CAD$		438			420			509

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Crow’s Market Report – Delivered Toronto.

Our panels segment includes our plywood, MDF, and LVL operations.

Sales and Shipments

Panels sales declined compared to the previous quarter as lower plywood and LVL shipment volumes offset higher plywood pricing. Panel sales declined compared to the first quarter of 2019 due to lower plywood sales prices and plywood and LVL shipment volumes.

Plywood and LVL shipment volumes declined relative to all comparative periods due primarily to rail line blockades in Canada and lower demand at the end of March due to the COVID-19 related operating, supply chain, and market conditions. MDF shipment volumes remained consistent, but the product mix changed significantly.

Costs and Production

The cost of products sold in our panels segment increased compared to the previous quarter despite lower shipment volumes due primarily to negative plywood inventory valuation adjustments as a result of market conditions. The cost of products sold is lower than the first quarter of 2019 in-line with lower shipment volumes and primarily due to lower log costs as industry-wide temporary and permanent closures reduced demand for logs and tight limits on log procurement costs.

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At the end of March 2020, we announced temporary plywood curtailment of 10 MMsf due to COVID-19 related operating, supply chain, and market conditions.

As a consequence of the items discussed above, Adjusted EBITDA declined by $5 million compared to the previous quarter and by $7 million compared to the first quarter of 2019.

Discussions on finance expenses and other income are included above under the section called “Other Non-Operational Items” in this MD&A.

Pulp & Paper Segment

($ millions unless otherwise indicated)

	Q1-20			Q4-19			Q1-19
Pulp & Paper Segment Earnings
Sales		221			232			268
Cost of products sold		(157	)		(179	)		(204	)
Freight and other distribution costs		(43	)		(44	)		(44	)
Selling, general and administration		(10	)		(10	)		(9	)
Adjusted EBITDA1		11			(1	)		11
Amortization		(11	)		(11	)		(10	)
Operating earnings		—			(12	)		1
Finance expense		(2	)		(3	)		(3	)
Other		4			3			—
Earnings before tax		2			(12	)		(2	)
BCTMP (Mtonnes)
Production		166			176			164
Shipments		163			179			178
NBSK (Mtonnes)
Production		116			123			99
Shipments		117			130			118
Newsprint (Mtonnes)
Production		24			26			29
Shipments		28			29			22
Benchmark price (per tonne)
NBSK U.S. Spot - US$2		630			620			780
NBSK China - US$3		573			563			700
Newsprint - US$4		669			701			761
NBSK U.S. Spot - CAD$5		847			818			1,037
NBSK China - CAD$5		771			743			931
Newsprint - CAD$5		900			925			1,012

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Resource Information Systems, Inc. – U.S. spot price delivered U.S.

3. Source: Resource Information Systems, Inc. – China net price, delivered China. The China net price is the average of the North America and Scandinavia NBSK price.

4. Source: Resource Information Systems, Inc. – Newsprint 27.7-lb East, delivered.

5. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. benchmark price.

The pulp & paper segment includes our NBSK, BCTMP, and newsprint businesses.

Sales and Shipments

Sales declined compared to the previous quarter as lower pulp shipment volumes and newsprint prices more than offset higher Canadian dollar pulp prices. Sales declined compared to the first quarter of 2019 for the same

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reasons, except newsprint prices were also lower in the current quarter. The price variance resulted in a $6 million increase in Adjusted EBITDA compared to the previous quarter and a $41 million decrease compared to the first quarter of 2019.

BCTMP and NBSK shipment volumes for the current and previous quarter fluctuated with changes in production volumes. NBSK shipments for the first quarter of 2019 were higher than production as inventory at our Hinton pulp mill was depleted during that quarter’s planned and unplanned shutdowns.

Production

The cost of products sold declined compared to the previous quarter and the first quarter of 2019 due primarily to reduced pulp shipment volumes, lower chip costs, and positive inventory valuation adjustments from improved pulp prices. On December 31, 2019, both pulp and the related chips were subject to net realizable value adjustments due to prevailing pulp pricing at that time. There was no write-down in the first quarter of 2020 as pulp prices improved, resulting in a positive adjustment to earnings. First-quarter to first-quarter cost comparisons were also positively affected by lower maintenance costs, improved NBSK production, and lower energy costs per megawatt-hour. The Hinton pulp mill also had shutdown expenses in the first quarter of 2019.

BCTMP production was comparable to the first quarter of 2019 but lower than the previous quarter. The decline in the quarter was primarily due to high price power mitigation shutdowns at our Slave Lake pulp mill during periods of extreme cold in the winter.

NBSK production was slightly lower than the previous quarter but higher than the first quarter of 2019. Our Hinton pulp mill had an unplanned outage and a planned major maintenance shutdown in the first quarter of 2019.

Freight and other distribution costs did not decline in-line with lower pulp shipment volumes as the current quarter had higher ocean freight costs and increased shipping costs related to the rail line blockades in Canada.

As a consequence of the items discussed above, Adjusted EBITDA increased by $12 million compared to the previous quarter and was the same as the first quarter of 2019.

Discussions on finance expenses and other income are included above under the section called “Other Non-Operational Items” in this MD&A.

Business Outlook

Operations

We expect production to continue to be negatively affected over the coming months due to the COVID-19 pandemic’s impact on the supply chain and market demand. As previously announced, we have been operating below capacity in SPF, SYP and plywood. We expect that production schedules will be variable for the foreseeable future and will continue to adjust operations as necessary. At this point, it is not possible to predict when all operations will return to normal schedules or whether production schedules will be further changed. At this time, we are withdrawing the production outlook for 2020 provided in our 2019 annual MD&A and are not able to provide any further guidance.

Over the next quarter, our operating strategy will be to manage lumber inventory levels and operating costs to available demand. We expect that industry production reductions may have a moderating effect on log costs in the B.C. interior and that the resumption of harvesting and hauling activities in 2020 will be delayed given the reductions in log consumption from curtailed productions. We expect log cost inflation in the U.S. South to be limited.

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In our panels segment, it is unclear at this time when there will be sufficient demand to resume full production schedules at our plywood operations and anticipate we will continue to be required to take unscheduled downtime.

We announced four weeks of downtime at our Cariboo Pulp joint operation starting April 20, 2020, that will reduce our share of production by 15,000 tonnes. Our maintenance shutdowns at both our NBSK mills are now expected to take place in the second half of 2020. Our ability to operate our pulp mills on a full schedule is, in part, dependent on the availability of economic residual fibre inputs, which can be negatively impacted by lower sawmill production.

We continue to plan for the potential ongoing impact of the COVID-19 pandemic on our balance sheet and financial position, including reviewing our capital expenditure plans and managing working capital investments. We are continuously reviewing all operating expenses for opportunities to further reduce spending.

Markets

The most significant market for our lumber is the U.S., and our products are used in new residential construction, repair and remodelling, and industrial uses. Recent homebuilder activity has signaled a slowdown in new home building activity towards the end of the first quarter as the impacts of the COVID-19 pandemic took hold.

Canadian lumber exports to Asia have resumed following first quarter holiday periods and as the region emerges from its period of restricted economic activity.

Canadian softwood lumber exports to the U.S. have been the subject of trade disputes and managed trade arrangements for the last several decades. Countervailing and antidumping duties have been in place since April of 2017, and we are required to make deposits in respect of these duties. Whether and to what extent we can realize a selling price to fully recover the impact of duties payable will largely depend on the strength of demand for softwood lumber. If duties can be passed through to consumers, in whole or in part, the price of Canadian softwood lumber will increase (although the increase will not necessarily be for the benefit of Canadian producers) which in turn could cause the price of SYP lumber, which would not be subject to the duty, to increase as well. Regardless of the commodity price, export duties on SPF shipments to the U.S. remain a cost to our Company to the extent we cannot pass on the cost through increased selling prices. The finalization of the duty rates for the first Administrative Review period has been delayed until September 2020. The timing and extent of an adjustment to the preliminary rate, as published on February 3, 2020, is not possible to estimate, nor is the impact of changes in duty rates on the price of lumber.

The major component of our panels segment is plywood, which is sold mainly in Canada and is influenced by levels of home construction, repair and renovation, and industrial activity, all of which have been negatively impacted by the COVID-19 outbreak.

We are anticipating that pulp markets may hold in the near term as a result of increased demand for pulp used in the manufacture of tissue products and unexpected industry downtime due to the impact of COVID-19, offset by a decline in demand for printing and writing.

Cash Flows

We are anticipating levels of operating cash flows and available liquidity to support between $200 and $250 million of capital spending in 2020 as well as to continue to support dividend and interest payments. The revised spending program is largely directed to the completion of expected high-return carry-over projects and maintenance of the business. The reductions to capital spending will not compromise our commitment to safety or environmental regulations. We have paid a dividend every quarter since we became a public company in 1986. We intend to preserve sufficient liquidity to be able to take advantage of strategic growth opportunities that may arise.

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Since the onset of the COVID-19 pandemic, governments in both Canada and the U.S. at all levels have enacted various payment deferral mechanisms to address the near-term cash flow implications from reduced business activities. These mechanisms include the temporary deferral of payments on income, payroll, and other taxes, as well as temporary deferrals of the payment of other fees and assessments. The duration of these deferrals lasts from three months to two years. We anticipate that a number of these deferral programs will be available to us and will positively impact cash flow and working capital in the second and third quarters of this year with a reversal over the following periods. Governments in both countries have also announced various wage subsidy and loan programs to support businesses. At this time, we are continuing to evaluate our eligibility for such programs.

We are authorized under our normal course issuer bid, which expires in September of 2020, to purchase up to 3,318,823 Common shares of the Company, representing approximately 5% of the issued and outstanding Common shares of the Company.

Capital Structure and Liquidity

Our capital structure consists of Common share equity and long-term debt, and our liquidity includes our operating facilities.

Operating Borrowing Facilities

On March 31, 2020, our operating facilities consisted of an $850 million committed revolving credit facility, a $35 million (US$25 million) demand line of credit dedicated to our U.S. operations, and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On April 9, 2020, we obtained an additional $150 million committed revolving credit facility with a two-year term. The new credit facility is available for general corporate purposes and is on substantially similar terms to the existing $850 million credit facility. On March 31, 2020, $685 million was outstanding under our revolving credit facility.

We also have credit facilities totalling $131 million dedicated to the issuance of letters of credit, of which US$15 million is committed to our U.S. operations. On March 31, 2020, our letter of credit facilities supported $61 million of open letters of credit.

All debt is unsecured except the $8 million joint newsprint operation demand line of credit, which is secured by that joint operation’s current assets.

Material Long-term Debt

In October 2014, we issued US$300 million of fixed-rate senior unsecured notes, bearing interest at 4.35% and due October 2024, pursuant to a private placement in the U.S. The notes are redeemable, in whole or in part, at our option at any time.

In August 2017, we were advanced a US$200 million 5-year term loan that, with the July 2019 extension, matures on August 25, 2024. Interest is payable at floating rates based on Base Rate Advances or LIBOR Advances at our option. This loan is repayable at any time, in whole or in part, at our option and without penalty but cannot be redrawn after payment.

On March 9, 2020, we extended the duration of our interest rate swap from August 2022 to August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024.

On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

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Equity

Our outstanding Common share equity consists of 66,388,140 Common shares and 2,281,478 Class B Common shares for a total of 68,669,618 shares issued and outstanding as of April 28, 2020.

Our Class B Common shares are equal in all respects to our Common shares, including the right to dividends and the right to vote, and are exchangeable on a one-for-one basis for Common shares. Our Common shares are listed for trading on the Toronto Stock Exchange while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

Share Buybacks

On September 17, 2019, we renewed our NCIB allowing us to acquire an additional 3,318,823 Common shares for cancellation until the expiry of the bid on September 19, 2020. The following table shows our purchases under various NCIB programs, including a summary of all purchases since the program was started in 2013.

Share Buybacks

(number of common shares and price per share)

NCIB period	Common Shares		Average Price
September 19, 2018 to September 18, 2019
September 19, 2018 to December 31, 2018		2,230,436	$	70.05
January 1, 2019 to September 18, 2019		1,178,400	$	68.30
September 19, 2019 to March 31, 2020		—		—
September 17, 2013 to March 31, 2020		17,226,864	$	66.05

Share Options

As of April 28, 2020, there were 1,367,398 share purchase options outstanding with exercise prices ranging from $23.68 to $85.40 per Common share.

Defined Benefit Pension Plans

The funded position of our defined benefit pension plans and other retirement benefit plans is estimated at the end of each period. The funded position, as shown in Note 8 to our Financial Statements, is determined by subtracting the value of the plan assets from the plan obligations. During the quarter, we recorded in other comprehensive earnings an after-tax actuarial gain of $90 million, compared to a loss of $37 million in the previous quarter and a loss of $36 million in the first quarter of 2019. The current quarter gain reflects the increase in the discount rate used to calculate plan liabilities, partially offset by negative returns on plan assets. The discount rate is based on market yields from high-quality corporate bonds, and these rates increased during the quarter as the credit risk premium on corporate bonds has increased.

- 15 -

Summary of Financial Position

($ millions, except as otherwise indicated)

	Q1-20			Q4-19			Q1-19
Cash and short-term investments		94			16			34
Current assets		1,501			1,147			1,485
Current liabilities		1,172			837			844
Ratio of current assets to current liabilities		1.3			1.4			1.8
Available liquidity
Cash and short-term investments		94			16			34
Operating lines available, excluding newsprint operation1		885			882			533
		979			898			567
Cheques issued in excess of funds on deposit		—			(16	)		(30	)
Borrowings on operating lines		(685	)		(377	)		(329	)
		(685	)		(393	)		(359	)
Available liquidity2		294			505			208
Debt
Operating loans		685			377			329
Current and long-term lease obligation		11			11			13
Current and long-term debt		723			663			682
Open letters of credit3		61			61			61
Total debt		1,480			1,112			1,085
Cash and short-term investments		(94	)		(16	)		(34	)
Open letters of credit3		(61	)		(61	)		(61	)
Cheques issued in excess of funds on deposit		—			16			30
Net debt		1,325			1,051			1,020
Shareholders’ equity		2,629			2,474			2,775
Total debt to total capital2, 4		36	%		31	%		28	%
Net debt to total capital2, 4		33	%		30	%		27	%

1. Excludes $8 million demand line of credit dedicated to our jointly owned newsprint operation as West Fraser cannot draw on it. Includes a US$25 million demand line of credit, which is translated at the balance sheet date foreign exchange rate.

2. Non-IFRS measure. See “Non-IFRS Measures”.

3. Letters of credit facilities are part of the total debt calculation for our bank covenants.

4. Total capital is total debt or net debt plus shareholders’ equity.

Debt Ratings

We are considered investment grade by three leading rating agencies. On April 8, 2020, both Moody’s and Standard & Poor’s revised our outlook from stable to negative. On April 21, 2020, Dominion Bond Rating Service changed our outlook from positive to stable. The ratings are included in the below table and are as of April 28, 2020.

Agency	Rating			Outlook
Dominion Bond Rating Service		BBB	(low)		Stable
Moody’s		Baa3			Negative
Standard & Poor’s		BBB-			Negative

These ratings are not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the rating agencies.

- 16 -

Cash Flow

Our cash requirements, other than for operating purposes, are primarily for interest payments, repayment of debt, additions to property, plant, equipment and timber, acquisitions, and payment of dividends. In normal business cycles and years without a major acquisition or debt repayment, cash on hand and cash provided by operations have typically been sufficient to meet these requirements.

Selected Cash Flow Items

($ millions - cash provided by (used in))

	Q1-20			Q4-19			Q1-19
Operating Activities
Earnings		12			(42	)		(5	)
Amortization		70			66			65
Restructuring and impairment charges		—			8			—
Restructuring charges paid		—			(1	)		—
Finance expense		16			13			11
Exchange (gain) loss on long-term financing		(6	)		1			1
Exchange (gain) loss on export duty deposits		(7	)		2			2
Export duty deposits		(8	)		(3	)		(5	)
Post-retirement expense		25			20			21
Contributions to post-retirement plans		(13	)		(24	)		(17	)
Income tax recovery		(3	)		(4	)		(1	)
Income taxes received (paid)		(1	)		23			(77	)
Other		29			2			19
Changes in accounts receivable		(65	)		38			(49	)
Changes in inventories		(195	)		(76	)		(180	)
Changes in prepaid expenses		(4	)		9			(4	)
Changes in payables and accrued liabilities		28			8			(9	)
		(122	)		40			(228	)
Financing Activities
Debt and operating loans		308			61			266
Financing expense paid		(9	)		(16	)		(5	)
Dividends		(14	)		(14	)		(14	)
Repurchases of Common shares		—			—			(50	)
Other		(1	)		—			—
		284			31			197
Investing Activities
Additions to capital assets		(59	)		(87	)		(108	)
Other		6			—			—
		(53	)		(87	)		(108	)
Change in cash		109			(16	)		(139	)

Operating Activities

The table above shows the main components of cash flows used for or provided by operating activities for each comparative period. The significant factors affecting the comparison were improved earnings, inventory changes, and income tax payments.

During the first quarter of each year, Canadian log inventories are accumulated to sustain sawmill and plywood operations during the second quarter when logging is curtailed due to wet and inaccessible land conditions. This log inventory is typically consumed by operations in the second quarter, although COVID-19 related operating,

- 17 -

supply chain, and market conditions may extend the consumption period. Log volumes are higher than the first quarter of 2019, as the Alberta logging season lasted longer in 2020.

Income tax instalment payments were $1 million in the quarter reflecting low taxable earnings estimates for both Canada and the U.S. We expect to receive a refund of the prior year over instalments and loss carry-back requests as 2019 tax returns are processed. During the first quarter of 2019, we made income tax payments of $77 million, which included the final Canadian income tax payment of approximately $36 million on account of 2018 income.

Financing Activities

Our Canadian operations drew on our operating loan during the quarter, primarily to cover the seasonal log inventory build. We also returned $14 million to our shareholders through dividend payments during the quarter.

Investing Activities

Cash flows used for investing activities in the quarter related primarily to capital asset additions. Capital additions were $49 million for our lumber segment, $4 million for our panels segment, $4 million for our pulp & paper segment and $2 million for our corporate segment.

Significant Changes to Contractual Obligations

Our material contractual obligations remain substantially unchanged from those described in our 2019 annual MD&A and annual audited consolidated financial statements, except as follows:

On March 9, 2020, we extended the duration of our interest rate swap from August of 2022 to August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024.

On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

On April 9, 2020, we obtained an additional $150 million committed revolving credit facility with a two-year term. The new credit facility is available for general corporate purposes and is on substantially similar terms to the existing $850 million credit facility.

Significant Management Judgments Affecting Financial Results

For a review of significant management judgments affecting financial results and critical accounting estimates, see the 2019 annual MD&A, which is included in our 2019 Annual Report and under the title “Recent Developments—COVID-19” in this MD&A.

Controls and Procedures

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to our Company is gathered and reported to senior management, including the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure.

- 18 -

Internal Control over Financial Reporting

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with IFRS.

There has been no change in the design of our internal control over financial reporting during the three months ended March 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Risks and Uncertainties

Our Company is subject to a number of risks and uncertainties. Risks and uncertainties are included in our 2019 annual MD&A in our 2019 Annual Report and under the title “Recent Developments - COVID-19” in this MD&A.

Additional Information

Additional information relating to our Company, including our Company’s Annual Information Form, is available on our website at www.westfraser.com and SEDAR at www.sedar.com.

- 19 -

EX-99.25

Exhibit 99.25

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Raymond W. Ferris, President and Chief Executive Officer of West Fraser Timber Co. Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of West Fraser Timber Co. Ltd. (the “issuer”) for the interim period ended March 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

  (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

  (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 “N/A”

5.3 “N/A”

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 28, 2020

/s/ Raymond W. Ferris

Raymond W. Ferris

President and Chief Executive Officer

2

EX-99.26

Exhibit 99.26

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Christopher A. Virostek, Vice-President, Finance and Chief Financial Officer of West Fraser Timber Co. Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of West Fraser Timber Co. Ltd. (the “issuer”) for the interim period ended March 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 “N/A”

5.3 “N/A”

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 28, 2020

/s/ Christopher A. Virostek

Christopher A. Virostek

Vice-President, Finance and Chief Financial Officer

2

EX-99.27

Exhibit 99.27

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser Announces First Quarter 2020 Results

VANCOUVER, April 28, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX: WFT) today reported results for the first quarter of 2020.

First Quarter Highlights

• Sales of $1.195 billion, up 6% on prior quarter.

• Adjusted EBITDA of $127 million, $47 million higher than prior quarter.

• Improved prices, favourable foreign exchange rate movements, and lower fibre costs resulted in improved Adjusted EBITDA for the quarter.

• Quarter-end liquidity of $294 million and net debt to capital ratio at 33%.

• On April 9, 2020, secured an additional two-year $150 million committed revolving credit facility.

• Progress on Dudley, Georgia sawmill on track.

Results Compared to Previous Periods

($ millions except earnings per share (“EPS”))

	Q1-20		Q4-19			Q1-19
Sales		1,195		1,129			1,241
Adjusted EBITDA1		127		80			110
Operating earnings		13		(31	)		10
Earnings		12		(42	)		(5	)
Basic EPS ($)		0.18		(0.61	)		(0.07	)
Adjusted Earnings1		28		(11	)		22
Adjusted basic EPS ($)1		0.42		(0.16	)		0.32

1. In this news release, reference is made to Adjusted EBITDA, Adjusted earnings and Adjusted basic EPS (collectively “these measures”). We believe that, in addition to earnings, these measures are useful performance indicators. None of these measures is a generally accepted earnings measure under International Financial Reporting Standards (“IFRS”) and none has a standardized meaning prescribed by IFRS. Investors are cautioned that these measures should not be considered as an alternative to earnings, EPS or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these measures may not be directly comparable to similarly titled measures used by other entities. Reconciliations of our Non-IFRS measures to our earnings statement are shown in the various tables of our quarterly Management’s Discussion & Analysis.

COVID-19

The impact of the novel Coronavirus (“COVID-19”) pandemic has been swift, requiring unprecedented actions to control the spread of the virus and has resulted in governments and businesses worldwide enacting emergency measures and restrictions to combat the spread of COVID-19. These measures and restrictions, which include the implementation of travel bans, mandated or voluntary business closures, and self-imposed and mandatory quarantine periods, isolation orders and social distancing have caused material disruptions to businesses globally resulting in an economic slowdown and have led to disruptions to our workforce and operating facilities, customers, production, sales and operations, and supply chain. Governments and central banks have reacted with significant monetary and fiscal interventions and other measures designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak are unknown at this time, as is the effectiveness of governments and central banks measures to stabilize the economy and limit the spread of COVID-19. At this time, it is not possible to reliably estimate the length and severity of these developments and the impact on our operations, the markets for our products, and our financial results and condition.

As a result of the far-reaching impact of COVID-19, we have made a number of adjustments to our operating schedules late in the first quarter of 2020. The impact of these adjustments on our first quarter production was a reduction of approximately 50 MMfbm for lumber and 10 MMsf for plywood. The “Outlook” section below includes commentary on potential future operating schedules.

Ray Ferris, President and CEO of West Fraser stated, “The safety, health, and well-being of our employees and the communities in which we operate remain our primary focus. Our goal is to operate safely and to mitigate potential exposure. As such, we have implemented physical distancing strategies, increased cleaning and disinfection at our sites, provided protective equipment as required, executed remote working policies, and eliminated all non-essential travel.”

Operational results

Our lumber segment generated operating earnings of $19 million (Q4-19 - $23 million loss) and Adjusted EBITDA of $106 million (Q4-19 - $69 million). The improvement was due primarily to higher product pricing for specific grades of SPF lumber, favourable foreign exchange movements, and lower log costs. Lower SPF shipment volumes due principally to permanent capacity reductions in the prior year partially offset improved product pricing. Pricing changes resulted in a $45 million increase in Adjusted EBITDA compared to the previous quarter. The current quarter included temporary curtailments of SPF and SYP production of 50 MMfbm compared to the 63 MMfbm of SPF temporarily curtailed in the previous quarter.

Our panels segment generated operating earnings in the quarter of $4 million (Q4-19 - $8 million) and Adjusted EBITDA of $8 million (Q4-19 - $13 million). Panel segment results declined as lower plywood and LVL shipment volumes offset higher plywood pricing. The current quarter included temporary plywood curtailments of 10 MMsf as plywood sales in Canada were among the first of our commodities affected by the impact of COVID-19.

Our pulp & paper segment generated operating earnings of $nil (Q4-19 - $12 million loss) and an Adjusted EBITDA of $11 million (Q4-19 - $1 million loss). The improvement was due primarily to improved pulp pricing, favourable foreign exchange rate movements, lower chip costs, and positive inventory valuation adjustments resulting from improved pulp prices, partially offset by lower pulp shipment volumes. The price variance resulted in a $6 million increase in Adjusted EBITDA compared to the previous quarter.

Subsequent Event

On April 24th, the U.S. Department of Commerce announced a tolling of all Administrative Review deadlines by up to 50 days. As a result, it is now anticipated that the final determination for the first Administrative Review will not be issued until the end of September 2020, and the start of the Administrative Review for the second Period of Investigation will be delayed.

Outlook

We expect production to continue to be negatively affected over the coming months due to the COVID-19 pandemic’s impact on the supply chain and market demand. As previously announced, we have been operating below capacity in SPF, SYP and plywood. We also announced four weeks of downtime at our Cariboo Pulp joint operation starting April 20, 2020, that will reduce our share of production by 15,000 tonnes. We expect that production schedules will be variable for the foreseeable future and will continue to adjust operations as necessary. At this point, it is not possible to predict when all operations will return to normal schedules or whether production schedules will be further changed. At this time, we are withdrawing the production outlook for 2020 provided in our 2019 annual MD&A and are not able to provide any further guidance.

We continue to review our operations and financial position and develop plans for the potential long-term impacts of the COVID-19 pandemic, including reviewing our capital expenditure plans and managing our working capital. Ray Ferris, President and CEO of West Fraser stated, “Our well capitalized balance sheet along with our low-cost manufacturing operations and product and geographic diversification, provide us with a strong platform to manage through the impacts of the COVID-19 pandemic.”

- 2 -

Risks and Uncertainties

As of the date of this news release, given the ongoing and dynamic nature of the COVID-19 outbreak, it is difficult to predict the severity of the impact on our business, and the full extent of the effects of COVID-19 are unknown. The extent of such impact will depend on future developments, which are highly uncertain, including new information, which may emerge concerning the spread and severity of the coronavirus and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including the effect it may have (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19 could have a material adverse effect on our business, financial condition, liquidity, and operating results.

Our first quarter 2020 Management Discussion and Analysis has additional information regarding COVID-19 risks and uncertainties.

Management’s Discussion & Analysis

The Company’s first quarter 2020 management’s discussion & analysis is available on the Company’s website: www.westfraser.com and on the System for Electronic Document Analysis and Retrieval at www.sedar.com under the Company’s profile.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals, and energy with facilities in western Canada and the southern United States.

Forward-Looking Statements

This news release contains historical information, descriptions of current circumstances and statements about potential future developments. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader, but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Forward-looking statements are included under the headings “Coronavirus (regarding its duration and impact, government measures and operating schedule adjustments),” “Outlook (regarding future production, schedule adjustments and downtime and our ability to manage the impacts of COVID-19),” and “Risks and Uncertainties (regarding the impact of COVID-19).” Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual MD&A under “Risks and Uncertainties” and in our first quarter 2020 MD&A under the heading “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements, and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws. All dollar amounts in this news release are expressed in Canadian dollars.

Conference Call

Investors are invited to listen to the quarterly conference call on Wednesday, April 29, 2020, at 8:30 a.m. Pacific Time (11:30 a.m. Eastern Time) by dialing 1-888-390-0605 (toll-free North America). The call and an earnings presentation may also be accessed through West Fraser’s website at www.westfraser.com.

West Fraser Timber Co. Ltd.

Condensed Consolidated Balance Sheets

(in millions of Canadian dollars, except where indicated - unaudited)

March 31 December 31

- 3 -

	2020		2019
Assets
Current assets
Cash and short-term investments	$	94	$	16
Receivables		325		258
Income taxes receivable		125		135
Inventories (note 5)		943		729
Prepaid expenses		14		9
	1,501		1,147
Property, plant and equipment		2,233		2,140
Timber licences		488		493
Goodwill and other intangibles		811		772
Export duty deposits (note 14)		96		80
Other assets		25		26
Deferred income tax assets		11		10
	$	5,165	$	4,668
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	—	$	16
Operating loans (note 6)		682		374
Payables and accrued liabilities		436		396
Current portion of long-term debt (note 6)		10		10
Current portion of reforestation and decommissioning obligations		44		41
	1,172		837
Long-term debt (note 6)		710		650
Other liabilities (note 7)		381		454
Deferred income tax liabilities		273		253
		2,536		2,194
Shareholders’ Equity
Share capital		484		483
Accumulated other comprehensive earnings		198		132
Retained earnings		1,947		1,859
		2,629		2,474
	$	5,165	$	4,668

Number of Common shares and Class B Common shares outstanding at April 28, 2020 was 68,669,618.

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions of Canadian dollars, except where indicated - unaudited)

	January 1 to March 31
	2020			2019
Share capital
Balance - beginning of period	$	483		$	491
Issuance of Common shares		1			1
Repurchase of Common shares		—			(5	)
Balance - end of period	$	484		$	487
Accumulated other comprehensive earnings
Balance - beginning of period	$	132		$	170
Translation gain (loss) on foreign operations		66			(17	)
Balance - end of period	$	198		$	153
Retained earnings
Balance - beginning of period	$	1,859		$	2,235
Actuarial gain (loss) on post-retirement benefits		90			(36	)
Repurchase of Common shares		—			(45	)
Earnings for the period		12			(5	)
Dividends		(14	)		(14	)
Balance - end of period	$	1,947		$	2,135
Shareholders’ Equity	$	2,629		$	2,775

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Earnings and Comprehensive Earnings

(in millions of Canadian dollars, except where indicated - unaudited)

January 1 to March 31
2020	2019

- 4 -

Sales	$	1,195		$	1,241
Costs and expenses
Cost of products sold		846			903
Freight and other distribution costs		168			170
Export duties (note 14)		35			32
Amortization		70			65
Selling, general and administration		54			58
Equity-based compensation		9			3
		1,182			1,231
Operating earnings		13			10
Finance expense		(16	)		(11	)
Other (note 10)		12			(5	)
Earnings before tax		9			(6	)
Tax recovery (note 11)		3			1
Earnings	$	12		$	(5	)
Earnings per share (dollars) (note 12)
Basic	$	0.18		$	(0.07	)
Diluted	$	(0.11	)	$	(0.12	)
Comprehensive earnings
Earnings	$	12		$	(5	)
Other comprehensive earnings
Translation gain (loss) on foreign operations		66			(17	)
Actuarial gain (loss) on post-retirement benefits		90			(36	)
Comprehensive earnings	$	168		$	(58	)

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Cash Flows

(in millions of Canadian dollars, except where indicated - unaudited)

	January 1 to March 31
Cash provided by (used in)	2020			2019
Operating activities
Earnings	$	12		$	(5	)
Adjustments
Amortization		70			65
Finance expense		16			11
Exchange loss (gain) on long-term financing		(6	)		1
Exchange loss (gain) on export duty deposits		(7	)		2
Export duty deposits		(8	)		(5	)
Post-retirement expense		25			21
Contributions to post-retirement benefit plans		(13	)		(17	)
Tax recovery		(3	)		(1	)
Income taxes paid		(1	)		(77	)
Reforestation and decommissioning obligations		24			17
Other		5			2
Changes in non-cash working capital
Receivables		(65	)		(49	)
Inventories		(195	)		(180	)
Prepaid expenses		(4	)		(4	)
Payables and accrued liabilities		28			(9	)
		(122	)		(228	)
Financing activities
Proceeds from operating loans		308			266
Finance expense paid		(9	)		(5	)
Repurchase of Common shares		—			(50	)
Dividends		(14	)		(14	)
Other		(1	)		—
		284			197
Investing activities
Additions to capital assets		(59	)		(108	)
Proceeds from disposal of capital assets		6			—
		(53	)		(108	)
Change in cash		109			(139	)
Foreign exchange effect on cash		(15	)		(4	)
Cash - beginning of period		—			147
Cash - end of period	$	94		$	4
Cash consists of
Cash and short-term investments	$	94		$	34
Cheques issued in excess of funds on deposit		—			(30	)

- 5 -

$ 94 $ 4

West Fraser Timber Co. Ltd.

Notes to Condensed Consolidated Interim Financial Statements

(figures are in millions of dollars, except where indicated - unaudited)

1. Nature of operations

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation and statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board and use the same accounting policies and methods of their application as the December 31, 2019 annual audited consolidated financial statements. These condensed consolidated interim financial statements should be read in conjunction with our 2019 annual audited consolidated financial statements.

3. Use of estimates and judgments and Coronavirus (COVID-19)

The preparation of financial statements requires management to use accounting estimates and to make judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The estimates and underlying assumptions are based on historical experience and other factors, including expectations of future events that are considered to be reasonable under the circumstances.

The COVID-19 pandemic has led to the closure of non-essential businesses worldwide, has depressed the markets for our products, and interrupted supply chains. It is difficult to estimate the nature, timing, and extent of the business and economic impact on supply chain, market pricing, customer demand, distribution networks and consequently, our financial and operating performance. This uncertainty could materially affect our operations and financial condition. The uncertainty could also materially affect estimates, including valuation of inventories, allowance for expected credit losses, fair value measurements, the valuation of long-lived assets, and cash flow projections used for impairment testing. Actual results may materially differ from these estimates.

4. Seasonality of operations

Our operating results are subject to seasonal fluctuations that impact quarter-to-quarter operating results. Log availability has a direct impact on our operations. We build up log inventory in Canada during the winter to sustain our lumber and plywood production during the second quarter when logging is curtailed due to wet and inaccessible land conditions. Extreme weather conditions, wildfires in Western Canada, and hurricanes in the U.S. South may periodically affect operations, including logging, manufacturing, and transportation. Consequently, interim operating results may not proportionately reflect operating results for a full year.

5. Inventories

- 6 -

Inventories at March 31, 2020, were subject to a valuation reserve of $23 million (December 31, 2019 - $39 million; March 31, 2019 - $30 million) to reflect net realizable value being lower than cost.

	March 31, 2020		December 31, 2019
Manufactured products	$	381	$	341
Logs and other raw materials		391		226
Processing materials and supplies		171		162
	$	943	$	729

6. Operating loans and long-term debt

Operating loans

Our revolving lines of credit consist of a $850 million committed revolving credit facility which matures August 25, 2024, a $35 million (US$25 million) demand line of credit dedicated to our U.S. operations and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On April 9, 2020, we obtained an additional $150 million revolving credit facility that matures on April 9, 2022. The new credit facility is available for general corporate purposes and is on substantially similar terms to the existing $850 million credit facility. On March 31, 2020, $685 million was drawn under our revolving credit facility. Deferred financing costs of $3 million related to these facilities were deducted against the operating loans for balance sheet presentation.

Interest on the facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances or LIBOR Advances at our option plus an applicable margin.

In addition, we have credit facilities totalling $131 million dedicated to letters of credit, of which US$15 million is dedicated to our U.S. operations. On March 31, 2020, our letter of credit facilities supported $61 million of open letters of credit.

All debt is unsecured except the $8 million joint operation demand line of credit, which is secured by that joint operation’s current assets.

Long-term debt

	March 31, 2020			December 31, 2019
US$300 million senior notes due October 2024; interest at 4.35%	$	426		$	390
US$200 million term loan due August 2024; floating interest rate		284			260
US$8 million note payable due October 2020; interest at 2%		10			10
Notes payable		3			3
		723			663
Less: deferred financing costs		(3	)		(3	)
Less: current portion related to the US$8 million note payable due October 2020		(10	)		(10	)
	$	710		$	650

The fair value of the long-term debt at March 31, 2020, was $762 million (December 31, 2019 - $677 million) based on rates available to us at the balance sheet date for long-term debt with similar terms and remaining maturities.

On March 9, 2020, we extended the duration of our interest rate swap from August 2022 to August 2024 resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024. We continue to receive a floating interest rate equal to 3-month LIBOR over the duration. The result is a fixed interest rate of 2.47% for the period of May 28, 2019 to February 25, 2020 and 1.78% for the period of February 25, 2020 to August 25, 2024. The agreement is

- 7 -

accounted for as a derivative and the gain or loss related to changes in the fair value is included in other income. A $5 million loss was recorded during the quarter.

On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

7. Other liabilities

	March 31, 2020		December 31, 2019
Post-retirement (note 8)	$	212	$	314
Long-term portion of reforestation		95		74
Long-term portion of decommissioning		35		31
Other		39		35
	$	381	$	454

8. Post-retirement benefits

We maintain defined benefit and defined contribution pension plans covering a majority of our employees. The defined benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life based either on length of service or on earnings and length of service, and in most cases do not increase after the commencement of retirement. We also provide group life insurance, medical and extended health benefits to certain employee groups.

The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:

	March 31, 2020			December 31, 2019
Projected benefit obligations	$	(1,499	)	$	(1,693	)
Fair value of plan assets		1,292			1,385
	$	(207	)	$	(308	)
Represented by
Post-retirement assets	$	5		$	6
Post-retirement liabilities		(212	)		(314	)
	$	(207	)	$	(308	)

The significant actuarial assumptions used to determine our balance sheet date post-retirement assets and liabilities are as follows:

	March 31, 2020			December 31, 2019
Discount rate		4.00	%		3.00	%
Future compensation rate increase		3.50	%		3.50	%

For the three months ended March 31, 2020, we recognized in other comprehensive earnings a before tax gain of $121 million to reflect the changes in the valuation of the post-retirement benefit plans. The gain reflects the increase in the discount rate used to calculate plan liabilities from the beginning of the year, partially offset by a negative return on plan assets. The discount rate is based on the market yields from high-quality corporate bonds, and these rates increased during the quarter as the credit risk premium on corporate bonds has increased.

The actuarial gain on post-retirement benefits, included in other comprehensive earnings, is as follows:

January 1 to March 31

- 8 -

	2020			2019
Actuarial gain (loss)	$	121		$	(49	)
Tax recovery (provision)		(31	)		13
	$	90		$	(36	)

9. Share Capital

We are authorized under our Normal Course Issuer Bid (“NCIB”), which expires on September 19, 2020, to purchase up to 3,318,823 of our Common shares. Under this bid, there were no Common shares repurchased for cancellation. During the first quarter of 2019, we repurchased 718,500 Common shares under our previous NCIB, which expired on September 18, 2019, at an average price of $70.75 per share for a cost of approximately $50 million.

10. Other

	January 1 to March 31
	2020			2019
Exchange gain (loss) on working capital	$	6		$	(3	)
Exchange gain (loss) on intercompany financing1		66			(15	)
Exchange gain (loss) on long-term debt		(60	)		14
Exchange gain (loss) on export duty deposits receivable		7			(2	)
Other		(7	)		1
	$	12		$	(5	)

1. Relates to US$550 million of financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

11. Tax provision

The tax provision differs from the amount that would have resulted from applying the British Columbia statutory income tax rate to earnings before tax as follows:

	January 1 to March 31
	2020			2019
Income tax expense at statutory rate of 27%	$	(2	)	$	2
Non-taxable amounts		6			(1	)
Other		(1	)		—
Tax recovery	$	3		$	1

12. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding.

Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the calculation is anti-dilutive, and diluted earnings per share are deemed to be the same as basic earnings per share.

- 9 -

	January 1 to March 31
	2020			2019
Earnings
Basic	$	12		$	(5	)
Share option recovery		(18	)		—
Equity-settled share option adjustment		(2	)		(3	)
Diluted	$	(8	)	$	(8	)
Weighted average number of shares (thousands)
Basic		68,665			69,432
Share options		132			398
Diluted		68,797			69,830
Earnings per share (dollars)
Basic	$	0.18		$	(0.07	)
Diluted	$	(0.11	)	$	(0.12	)

13. Segmented information

The table below provides a reconciliation of our non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
January 1, 2020 to March 31, 2020
Sales
To external customers	$	836		$	138		$	221		$	—		$	1,195
To other segments		28			2			—			(30	)		—
	$	864		$	140		$	221		$	(30	)	$	1,195
Cost of products sold		(609	)		(110	)		(157	)		30			(846	)
Freight and other distribution costs		(110	)		(15	)		(43	)		—			(168	)
Selling, general and administration		(39	)		(7	)		(10	)		2			(54	)
Adjusted EBITDA	$	106		$	8		$	11		$	2		$	127
Export duties		(35	)		—			—			—			(35	)
Equity-based compensation		—			—			—			(9	)		(9	)
Amortization		(52	)		(4	)		(11	)		(3	)		(70	)
Operating earnings	$	19		$	4		$	—		$	(10	)	$	13
Finance expense		(13	)		(1	)		(2	)		—			(16	)
Other		16			—			4			(8	)		12
Earnings before tax	$	22		$	3		$	2		$	(18	)	$	9
January 1, 2019 to March 31, 2019
Sales
To external customers	$	821		$	152		$	268		$	—		$	1,241
To other segments		36			3			—			(39	)		—
	$	857		$	155		$	268		$	(39	)	$	1,241
Cost of products sold		(621	)		(117	)		(204	)		39			(903	)
Freight and other distribution costs		(111	)		(15	)		(44	)		—			(170	)
Selling, general and administration		(41	)		(8	)		(9	)		—			(58	)
Adjusted EBITDA	$	84		$	15		$	11		$	—		$	110
Export duties		(32	)		—			—			—			(32	)
Equity-based compensation		—			—			—			(3	)		(3	)
Amortization		(50	)		(4	)		(10	)		(1	)		(65	)
Operating earnings	$	2		$	11		$	1		$	(4	)	$	10
Finance expense		(7	)		(1	)		(3	)		—			(11	)
Other		(3	)		—			—			(2	)		(5	)
Earnings before tax	$	(8	)	$	10		$	(2	)	$	(6	)	$	(6	)

The geographic distribution of external sales is as follows¹:

	January 1 to March 31
	2020		2019
Canada	$	237	$	261
United States		750		701
China		140		169
Other Asia		59		98

- 10 -

Other		9		12
	$	1,195	$	1,241

1. Sales distribution is based on the location of product delivery.

14. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and, as a result, have received unique company-specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1 as shown in the table below. On April 24, 2020, the USDOC announced a tolling of all Administrative Review deadlines by up to 50 days. As a result, it is now anticipated that the final determination for AR1 will not be issued until September 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. This would be in addition to the Canadian $96 million receivable balance already recorded on our balance sheet at March 31, 2020. In the event that these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

On January 1, 2020, we entered AR3 for POI January 1 to December 31, 2020. For the three months ended March 31, 2020, we expensed ADD at the West Fraser Estimated Rate of 0.77% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - March 31, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017 until the Revised Rate was published by the USITC.

2. On December 4, 2017, the USDOC Revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

- 11 -

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%
AR3 POI
January 1, 2020 - March 31, 2020		5.57	%		5.57	%		n/a	5		0.77	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC Revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

	January 1 to March 31
Export duties incurred in the period	2020		2019
Countervailing duties	$	32	$	28
Antidumping duties		11		9
Total	$	43	$	37

	January 1 to March 31
Recognized in the financial statements as	2020		2019
Export duties recognized as expense in consolidated statements of earnings	$	35	$	32
Export duties recognized as export duty deposits receivable in consolidated balance sheets		8		5
Total	$	43	$	37

We have recorded long-term duty deposits receivable related to CVD for the excess of deposits made at the Cash Deposit Rate of 24.12% compared to the December 4, 2017, Revised Rate of 17.99%, and to ADD for the difference between the 5.57% Cash Deposit Rate and our West Fraser Estimated Rate. The details are as follows:

Export duty deposits receivable	January 1 to March 31 2020		January 1 to December 31 2019
Beginning balance	$	80	$	75
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		8		5
Interest recognized on the long-term duty deposits receivable		1		4
Exchange on the long-term duty deposits		7		(4	)
Ending balance	$	96	$	80

As at March 31, 2020, export duties paid and payable on deposit with the USDOC are US$301 million for CVD and US$106 million for ADD for a total of US$407 million.

AR2 and AR3

AR2 covers the POI from January 1, 2019 through December 31, 2019. On April 24, 2020, the USDOC announced a tolling of all Administrative Review deadlines by up to 50 days, and it is now

- 12 -

anticipated that AR2 will be delayed. AR3 covers the POI from January 1, 2020 through December 31, 2020 and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”), categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute, and have appealed the decisions to North America Free Trade Agreement panels and the World Trade Organization.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/April2020/28/c3095.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 28-APR-20

- 13 -

EX-99.28

Exhibit 99.28

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser Provides Update for the May 26 Annual General Meeting

VANCOUVER, May 11, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX: WFT) announced today certain COVID-19 precautionary measures and procedures that will be in place for the annual general meeting (the “Meeting”) to be held at 11:30 am on May 26, 2020 at its corporate offices in Vancouver at 858 Beatty Street, Suite 501 to reduce the risks related to large group gatherings and to protect the health and safety of its shareholders, directors, employees and others.

As previously indicated in the Company’s information circular for the Meeting dated April 16, 2020, we request that all shareholders vote their shares by proxy and proxyholders not attend the Meeting in person. Shareholders and proxyholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html), the orders and guidance issued by the British Columbia Provincial Health Officer and the Government of British Columbia (https://www2.gov.bc.ca/gov/content/health/about-bc-s-health-care-system/office-of-the-provincial-health-officer/current-health-topics/ covid-19-novel-coronavirus) and those of the regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority and the Fraser Health Authority.

In addition, shareholders and proxyholders who wish to attend the Meeting in person, must pre-register with the Company by May 20, 2020 by emailing shareholder@westfraser.com. Only registered shareholders or proxy holders eligible to vote at the meeting will be permitted to attend the meeting and, due to public health restrictions on the size of gatherings, we may be required to limit the number of attendees at the Meeting. Attendees will be required to complete a health questionnaire in advance and be required to adhere to physical distancing and other requirements prescribed by the public health authorities. Shareholders are strongly encouraged to vote their shares by proxy and not attend the meeting in person.

The format for the Meeting will include a telephone conference call in listen only mode with an opportunity to email questions prior to the Meeting and the details are listed below. Shareholders who have questions to bring forth at the Meeting should submit those questions in advance to shareholder@westfraser.com by May 21, 2020. Management will address questions received during the Meeting and will also provide a brief update on the Company’s business and operations at the end of the Meeting.

The Company is continuing to monitor the evolving COVID-19 pandemic and the recommendations and orders of the federal and provincial governments and health authorities and will advise shareholders of any further updates or changes related to the Meeting in due course.

Event:	Annual General Meeting
When:	Tuesday, May 26, 2020 at 11:30 am
Questions:	Shareholders can submit questions in advance to shareholder@westfraser.com by May 21, 2020.
Call Details:	Join by phone using one of the following numbers:
	1-888-390-0605
	416-764-8609
Attending Meeting:	Shareholders are strongly encouraged to vote their shares by proxy and not attend the meeting in person. Shareholders wishing to attend in person must pre-register by May 20, 2020 by emailing shareholder@westfraser.com

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals, and energy with facilities in western Canada and the southern United States.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/May2020/11/c5219.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 19:51e 11-MAY-20

EX-99.29

Exhibit 99.29

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

WEST FRASER TIMBER CO. LTD. (“WEST FRASER”)

Tuesday, May 26, 2020 – 11:30 a.m.

Vancouver, British Columbia

Voting Results

This report on the voting results of the annual general meeting of shareholders of West Fraser is made in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations.

The management of West Fraser recommended that Shareholders vote FOR matters 1, 2, 3 and 4 below:

1. Election of Directors

Each of the 10 nominees listed in the Information Circular were elected as directors of West Fraser.

Nominee	Votes For		Votes Withheld		% Votes For
Henry H. Ketcham		49,168,713		636,467		99
Reid E. Carter		48,965,838		839,342		98
Raymond Ferris		49,604,661		200,519		99
John N. Floren		49,101,275		703,905		99
Brian G. Kenning		49,061,875		743,305		99
John K. Ketcham		49,101,750		703,430		99
Gerald J. Miller		49,054,626		750,554		98
Robert L. Phillips		46,488,189		3,316,991		93
Janice G. Rennie		48,870,151		935,029		98
Gillian D. Winckler		49,520,637		284,543		99

2. Appointment of Auditor

The auditor listed in the Information Circular was appointed as auditor of West Fraser by a show of hands (no ballot).

3. Advisory Resolution on our Approach to Executive Compensation

The Company’s approach to executive compensation was approved (on an advisory basis) as described in the Information Circular.

Votes For	Votes Against		% Votes For
48,870,796		934,384		98

4. Adoption of Shareholder Rights Plan

The Company’s shareholder rights plan was approved as detailed in the Information Circular.

Votes For	Votes Against		% Votes For
49,556,770		248,410		99

- 2 -

EX-99.30

Exhibit 99.30

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser Announces Voting Results for the Election of Directors and Update on Business Operations

VANCOUVER, May 26, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX: WFT) announced, in accordance with Toronto Stock Exchange requirements, the voting results from its Annual General Meeting held Tuesday, May 26, 2020 in Vancouver, British Columbia.

Voting Results for the Election of Directors

A total of 54,738,552 Common shares and Class B Common shares were voted at the meeting, representing 80% of the votes attached to all outstanding shares. Shareholders voted in favour of all items of business before the meeting, including the election of all director nominees as follows:

Director	Percentage of Votes in Favour
Hank Ketcham		99
Reid E. Carter		98
Raymond Ferris		99
John N. Floren		99
Brian G. Kenning		99
John K. Ketcham		99
Gerald J. Miller		98
Robert L. Phillips		93
Janice G. Rennie		98
Gillian D. Winckler		99

Detailed voting results for the meeting are available on SEDAR at www.sedar.com.

Update on Business Operations

Since the middle of March and throughout April in response to rapidly changing market demand and to comply with mandated and recommended health and safety guidelines related to the COVID-19 pandemic, we significantly reduced lumber and plywood production. During May we have substantially resumed lumber and plywood production with only a few facilities operating at less than full schedules. Our downtime at Cariboo Pulp was slightly extended to bring forward planned maintenance from the fall. Cariboo Pulp is in the process of restarting operations this week. We will continue to adjust our operating schedules in both the U.S. and Canada as necessary.

In respect of lumber, both prices and volumes have rebounded compared to the end of the first quarter, particularly for SYP. Notably, demand for repair and remodel and treating applications appears to have been very resilient. We do expect that demand for our wood products will be volatile over at least the balance of the year in response to the ongoing economic and other impacts of the COVID-19 pandemic. For our pulp operations, tissue demand has been strong but the impact of reduced demand for printing and writing applications is starting to materialize.

Compared to the end of the first quarter, available liquidity has improved and inventories, particularly logs and lumber, have been significantly reduced. The previously announced Dudley, Georgia sawmill complete rebuild project remains on schedule.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals, and energy with facilities in western Canada and the southern United States.

This News Release contains descriptions of current circumstances and statements about potential

future developments including potential future adjustments to the operating schedules of our U.S. and Canadian operations, volatility in the demand for our products including reduced demand for pulp and the timing of the completion of the Dudley sawmill rebuild project. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual Management’s Discussion & Analysis under “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/May2020/26/c3082.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice President, Finance and Chief Financial Officer, (604)

895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 18:27e 26-MAY-20

- 2 -

EX-99.31

Exhibit 99.31

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Telephone: (604) 895-2700 Fax: (604) 681-6061

West Fraser Timber Co. Ltd. (“WFT”) Dividend Notice and Notice of Second Quarter Results Conference Call

VANCOUVER, BC, June 23, 2020 /CNW/ - The Board of Directors of West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX: WFT) has declared a quarterly dividend of $0.20 per share on the Common shares and Class B Common shares in the capital of the Company, payable on July 15, 2020 to shareholders of record on July 7, 2020.

Dividends are designated to be eligible dividends pursuant to subsection 89(14) of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.

Second Quarter Results Conference Call

West Fraser will hold an analysts’ conference call to discuss second quarter 2020 financial and operating results on Tuesday, July 28, 2020 at 8:30 a.m. Pacific Time/11:30 a.m. Eastern Time.

To participate in the call, please dial:

1-888-390-0605 (Toll-free North America)

Please let the operator know you wish to participate in the West Fraser conference call chaired by Mr. Ray Ferris, President and Chief Executive Officer.

Following management’s discussion of the quarterly results, the analyst community will be invited to ask questions.

The call will be recorded for webcasting purposes and will be available on our website at www.westfraser.com. West Fraser’s second quarter 2020 financial and operating results will be released on Monday, July 27, 2020.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/June2020/23/c0644.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604)

895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 23-JUN-20

EX-99.32

Exhibit 99.32

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Phone: (604) 895-2700 www.westfraser.com

West Fraser Announces Second Quarter 2020 Results

VANCOUVER, BC, July 27, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX: WFT) today reported results for the second quarter of 2020. All dollar amounts in this news release are expressed in Canadian dollars.

Second Quarter Highlights

• Sales of $1,276 million; up 7% on previous quarter.

• Lumber shipments 165 MMfbm higher than the previous quarter.

• Adjusted EBITDA increased to $184 million.

• Available liquidity improved by $506 million to $800 million from March 31, 2020.

• Manufacturing operations fully resumed at virtually all facilities.

• Growth and margin improvement; investments in U.S. South beginning to show in lumber segment results.

• Progress on Dudley, Georgia sawmill on track.

Results Compared to Previous Periods

($ millions except earnings per share (“EPS”)

	Q2-20		Q1-20		YTD-20		Q2-19			YTD-19
Sales		1,276		1,195		2,471		1,317			2,558
Adjusted EBITDA1		184		127		311		56			166
Operating earnings		83		13		96		(84	)		(74	)
Earnings		48		12		60		(58	)		(63	)
Basic EPS ($)		0.70		0.18		0.88		(0.85	)		(0.92	)
Adjusted earnings1		79		28		107		(17	)		5
Adjusted basic EPS1 ($)		1.13		0.42		1.55		(0.25	)		0.08

1. Throughout this new release, reference is made to Adjusted EBITDA, Adjusted earnings, Adjusted basic earnings per share, and liquidity (collectively “these Non-IFRS measures”). We believe that, in addition to earnings, these Non-IFRS measures are useful performance indicators for investors with regard to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions. These Non-IFRS measures are not generally accepted financial measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these Non-IFRS measures should be considered as an alternative to earnings, earnings per share (“EPS”), or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these Non-IFRS measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these Non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The reconciliation of the Non-IFRS measures used and presented by the Company to the most directly comparable IFRS measures is shown in the various tables of our quarterly Management’s Discussion and Analysis.

COVID-19

As a result of the various impacts of COVID-19, we made a number of adjustments to our operating schedules starting in March of 2020 and continuing into the second quarter of 2020. The impact on 2020 production was a reduction of approximately 140 MMfbm of SPF lumber, 80 MMfbm of SYP lumber, 60 MMsf of plywood, and 19,000 tonnes of NBSK pulp. As the second quarter progressed, demand for lumber and plywood proved to be more resilient than originally estimated at the start of the pandemic. The higher demand levels, coupled with low inventories in the supply channel and production curtailments, led to an increased in pricing during the quarter.

Ray Ferris, President and CEO of West Fraser stated, “The safety, health and well-being of our employees and the communities in which we operate remain our primary focus. I am proud of the efforts of all our employees to adapt and safely continue our operations, serve our customers, and preserve and enhance value through a very difficult period.”

Administrative Review (“AR”) 1 Duty Rates

On July 21, 2020, the U.S. Department of Commerce issued a new tolling memorandum, which extends the finalization of the AR1 duty rates until November 2020. The delay means we continue to remit cash deposits at a combined duty rate of 23.56% instead of at the lower AR1 rate of 9.08% that was published as preliminary on February 3, 2020. The rates that will ultimately be finalized in November 2020 may be different.

Operational Results

Our lumber segment generated operating earnings in the quarter of $66 million (Q1-20 - $19 million) and Adjusted EBITDA of $156 million (Q1-20 - $106 million). The improvement was due primarily to higher SYP prices and SPF shipment volumes, partially offset by lower SPF prices. The price variance resulted in an increase in Adjusted EBITDA of $23 million compared to the previous quarter with the balance coming from volume, cost, and productivity improvements despite the unpredictable operating conditions. The current quarter included temporary curtailments of SPF and SYP production of 170 MMfbm compared to 50 MMfbm in the previous quarter.

Our panels segment generated operating earnings in the quarter of $17 million (Q1-20 - $4 million) and Adjusted EBITDA of $20 million (Q1-20 - $8 million). Improved plywood pricing was offset by lower shipment volumes for plywood, MDF, and LVL, resulting in lower overall sales. We fully settled the WestPine insurance claim related to the 2016 fire at this MDF facility resulting in a $7 million benefit recorded in cost of products sold from business interruption insurance and an additional $7 million from proceeds on the involuntary disposal of equipment recorded in other income. These settlement amounts are in addition to insurance proceeds we received in earlier periods. The current quarter included temporary plywood curtailments of 50 MMsf compared to 10 MMsf in the previous quarter.

Our pulp & paper segment generated operating earnings in the quarter of negative $1 million (Q1-20 - nil) and Adjusted EBITDA of $10 million (Q1-20 - $11 million). Increased pulp prices were offset by lower net shipment volumes and higher fibre costs. Our Cariboo NBSK mill was temporarily shut down for four weeks during the quarter in response to low fibre availability, and we extended the shut by 12 days to complete the annual maintenance outage. This shutdown resulted in 19,000 tonnes of lower production during the quarter. Despite the downtime, NBSK production was in line with the prior quarter, reflecting improved performance at our Hinton pulp mill.

Outlook

Over the balance of the year, our operating strategy will be to manage production schedules and inventory levels to available demand. It is not possible to predict at this time what impact, if any, the ongoing COVID-19 pandemic or the resumption of industry lumber production in British Columbia may have on earnings. Replenishment of inventory in the depleted supply chain, increased levels of demand for repair and remodelling activity, involving products for treated lumber, and a recovering new housing market, have all served to increase lumber and plywood pricing through the second quarter and into the third quarter. At this time, it is not possible to estimate how long the current market conditions will endure, including if they will be negatively impacted by a resurgence of COVID-19. We are presently operating at as close to full capacity as possible to meet market demand.

Risks and Uncertainties

Given the continuing and dynamic nature of the COVID-19 pandemic, it is challenging to predict the ongoing impact on the Company’s business. The extent of such impact will depend on future developments, which are highly uncertain, including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the spread and severity of COVID-19 and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including the effect it may have (positive or negative; long or short term) on the demand and price for our products. The spread for such viruses among our employees or those of our suppliers, service providers or customers could result in lower production and sales, higher costs, and supply and transportation constraints. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our production levels, costs, supply chain, market pricing, customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, the valuation of long-lived

- 2 -

assets, and operating results. Our second quarter of 2020 management’s discussion & analysis includes additional risk disclosures under the title “Recent Developments - Coronavirus - Risks and Uncertainties.”

Management’s Discussion & Analysis

The Company’s second quarter 2020 management’s discussion & analysis is available on the Company’s website at www.westfraser.com and the System for Electronic Document Analysis and Retrieval at www.sedar.com under the Company’s profile.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals, and energy with facilities in western Canada and the southern United States.

Forward-Looking Statements

This news release contains historical information, descriptions of current circumstances, and statements about potential future developments. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader, but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Forward-looking statements are included under the headings “Administrative Review AR1 Duty Rates (regarding finalization of duty rates)”, “Outlook (regarding managing production and inventory levels, and future market conditions),” and “Risks and Uncertainties (regarding the impact of COVID-19).” Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual MD&A under “Risks and Uncertainties” and in our second quarter 2020 MD&A under the heading “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements as we undertake no obligation to publicly update or revise any forward-looking statements, whether written or oral, to reflect subsequent events or circumstances except as required by applicable securities laws.

Conference Call

Investors are invited to listen to the quarterly conference call on Tuesday, July 28, 2020, at 8:30 a.m. Pacific Time (11:30 a.m. Eastern Time) by dialing 1-888-390-0605 (toll-free North America). The call and an earnings presentation may also be accessed through West Fraser’s website at www.westfraser.com.

West Fraser Timber Co. Ltd.

Condensed Consolidated Balance Sheets

(in millions of Canadian dollars, except where indicated - unaudited)

	June 30 2020		December 31 2019
Assets
Current assets
Cash and short-term investments	$	127	$	16
Receivables		365		258
Income taxes receivable		30		135
Inventories (note 5)		655		729
Prepaid expenses		21		9
		1,198		1,147
Property, plant and equipment		2,178		2,140
Timber licences		483		493
Goodwill and other intangibles		789		772
Export duty deposits (note 14)		95		80
Other assets		24		26
Deferred income tax assets		10		10
	$	4,777	$	4,668

- 3 -

Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	—	$	16
Operating loans (note 6)		358		374
Payables and accrued liabilities		388		396
Current portion of long-term debt (note 6)		10		10
Current portion of reforestation and decommissioning obligations		44		41
		800		837
Long-term debt (note 6)		682		650
Other liabilities (note 7)		595		454
Deferred income tax liabilities		230		253
		2,307		2,194
Shareholders’ Equity
Share capital		484		483
Accumulated other comprehensive earnings		166		132
Retained earnings		1,820		1,859
		2,470		2,474
	$	4,777	$	4,668

Number of Common shares and Class B Common shares outstanding at July 27, 2020 was 68,673,981.

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions of Canadian dollars, except where indicated - unaudited)

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Share capital
Balance - beginning of period	$	484		$	487		$	483		$	491
Issuance of Common shares		—			—			1			1
Repurchase of Common shares		—			(4	)		—			(9	)
Balance - end of period	$	484		$	483		$	484		$	483
Accumulated other comprehensive earnings
Balance - beginning of period	$	198		$	153		$	132		$	170
Translation gain (loss) on foreign operations		(32	)		(16	)		34			(33	)
Balance - end of period	$	166		$	137		$	166		$	137
Retained earnings
Balance - beginning of period	$	1,947		$	2,135		$	1,859		$	2,235
Actuarial loss on post-retirement benefits		(161	)		(36	)		(71	)		(72	)
Repurchase of Common shares		—			(27	)		—			(72	)
Earnings for the period		48			(58	)		60			(63	)
Dividends		(14	)		(13	)		(28	)		(27	)
Balance - end of period	$	1,820		$	2,001		$	1,820		$	2,001
Shareholders’ Equity	$	2,470		$	2,621		$	2,470		$	2,621

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Earnings and Comprehensive Earnings

(in millions of Canadian dollars, except where indicated - unaudited)

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Sales	$	1,276		$	1,317		$	2,471		$	2,558
Costs and expenses
Cost of products sold		854			1,013			1,700			1,916
Freight and other distribution costs		184			196			352			366
Export duties (note 14)		42			51			77			83
Amortization		65			63			135			128
Selling, general and administration		54			52			108			110
Equity-based compensation		(6	)		—			3			3
Restructuring and impairment charges		—			26			—			26
		1,193			1,401			2,375			2,632
Operating earnings		83			(84	)		96			(74	)
Finance expense		(13	)		(13	)		(29	)		(24	)
Other (note 10)		(3	)		(6	)		9			(11	)

- 4 -

Earnings before tax		67			(103	)		76			(109	)
Tax recovery (provision) (note 11)		(19	)		45			(16	)		46
Earnings	$	48		$	(58	)	$	60		$	(63	)
Earnings per share (dollars) (note 12)
Basic	$	0.70		$	(0.85	)	$	0.88		$	(0.92	)
Diluted	$	0.70		$	(0.92	)	$	0.76		$	(1.04	)
Comprehensive earnings
Earnings	$	48		$	(58	)	$	60		$	(63	)
Other comprehensive earnings
Translation gain (loss) on foreign operations		(32	)		(16	)		34			(33	)
Actuarial loss on post-retirement benefits		(161	)		(36	)		(71	)		(72	)
Comprehensive earnings	$	(145	)	$	(110	)	$	23		$	(168	)

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Cash Flows

(in millions of Canadian dollars, except where indicated - unaudited)

	April 1 to June 30						January 1 to June 30
Cash provided by (used in)	2020			2019			2020			2019
Operating activities
Earnings	$	48		$	(58	)	$	60		$	(63	)
Adjustments
Amortization		65			63			135			128
Restructuring and impairment charges		—			26			—			26
Finance expense		13			13			29			24
Exchange loss (gain) on long-term financing		3			2			(3	)		3
Exchange loss (gain) on export duty deposits		3			1			(4	)		3
Export duty deposits		(2	)		1			(10	)		(4	)
Post-retirement expense		25			20			50			41
Contributions to post-retirement benefit plans		(16	)		(21	)		(29	)		(38	)
Tax provision (recovery)		19			(45	)		16			(46	)
Income taxes received (paid)		90			(18	)		89			(95	)
Reforestation and decommissioning obligations		(13	)		(11	)		11			6
Other		(12	)		4			(7	)		6
Changes in non-cash working capital
Receivables		(26	)		26			(91	)		(23	)
Inventories		280			240			85			60
Prepaid expenses		(9	)		(12	)		(13	)		(16	)
Payables and accrued liabilities		(29	)		(44	)		(1	)		(53	)
		439			187			317			(41	)
Financing activities
Proceeds from (repayment of) operating loans		(325	)		(81	)		(17	)		185
Finance expense paid		(16	)		(16	)		(25	)		(21	)
Repurchase of Common shares		—			(31	)		—			(81	)
Dividends		(14	)		(14	)		(28	)		(28	)
Other		1			(1	)		—			(1	)
		(354	)		(143	)		(70	)		54
Investing activities
Additions to capital assets		(60	)		(82	)		(119	)		(190	)
Government assistance		1			5			1			5
Proceeds from disposal of capital assets		—			7			6			7
Other		1			1			1			1
		(58	)		(69	)		(111	)		(177	)
Change in cash		27			(25	)		136			(164	)
Foreign exchange effect on cash		6			1			(9	)		(3	)
Cash - beginning of period		94			4			—			147
Cash - end of period	$	127		$	(20	)	$	127		$	(20	)
Cash consists of
Cash and short-term investments							$	127		$	16
Cheques issued in excess of funds on deposit								—			(36	)
							$	127		$	(20	)

West Fraser Timber Co. Ltd.

Notes to Condensed Consolidated Interim Financial Statements

(figures are in millions of dollars, except where indicated - unaudited)

1. Nature of operations

- 5 -

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation and statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board, and use the same accounting policies and methods of their application as the December 31, 2019 annual audited consolidated financial statements. These condensed consolidated interim financial statements should be read in conjunction with our 2019 annual audited consolidated financial statements.

3. Use of estimates and judgments and Coronavirus (“COVID-19”)

The preparation of financial statements requires management to use accounting estimates and to make judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The estimates and underlying assumptions are based on historical experience and other factors, including expectations of future events that are considered to be reasonable under the circumstances.

Given the ongoing and dynamic nature of the COVID-19 outbreak, it is challenging to predict the impact on our Company. The extent of such impact will depend on future developments, which are highly uncertain, including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the spread and severity of COVID-19, and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including the effect it may have (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our supply chain, market pricing and customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, and operating results, which would, in turn, affect our estimates, including the valuation of inventories, allowance for expected credit losses, fair value measurements, the valuation of long-lived assets, and cash flow projections used for impairment testing. Actual results may materially differ from these estimates.

4. Seasonality of operations

Our operating results are subject to seasonal fluctuations that impact quarter-to-quarter operating results. Log availability has a direct impact on our operations. We build up log inventory in Canada during the winter to sustain our lumber and plywood production during the second quarter when logging is curtailed due to wet and inaccessible land conditions. Extreme weather conditions, wildfires in Western Canada, and hurricanes in the U.S. South may periodically affect operations, including logging, manufacturing, and transportation. Consequently, interim operating results may not proportionately reflect operating results for a full year.

5. Inventories

Inventories at June 30, 2020 were subject to a valuation reserve of $13 million (March 31, 2020 - $23 million; December 31, 2019 - $39 million; June 30, 2019 - $47 million) to reflect net realizable value being lower than cost.

June 30, 2020 December 31, 2019

- 6 -

Manufactured products	$	298	$	341
Logs and other raw materials		188		226
Processing materials and supplies		169		162
	$	655	$	729

6. Operating loans and long-term debt

Operating loans

Our revolving lines of credit consist of an $850 million committed revolving credit facility which matures August 25, 2024, a $150 million committed revolving credit facility with a two-year term, a $34 million (US$25 million) demand line of credit dedicated to our U.S. operations, and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On June 30, 2020, $361 million was drawn under our revolving credit facility. Deferred financing costs of $3 million related to these facilities were deducted against the operating loans for balance sheet presentation.

Interest on the facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances or LIBOR Advances at our option plus an applicable margin.

In addition, we have credit facilities totalling $130 million dedicated to letters of credit, of which US$15 million is dedicated to our U.S. operations. On June 30, 2020, our letter of credit facilities supported $59 million of open letters of credit.

All debt is unsecured except the $8 million joint operation demand line of credit, which is secured by that joint operation’s current assets.

Long-term debt

	June 30, 2020			December 31, 2019
US$300 million senior notes due October 2024; interest at 4.35%	$	409		$	390
US$200 million term loan due August 2024; floating interest rate		273			260
US$8 million note payable due October 2020; interest at 2%		10			10
Notes payable		3			3
		695			663
Less: deferred financing costs		(3	)		(3	)
Less: current portion related to the US$8 million note payable due October 2020		(10	)		(10	)
	$	682		$	650

The fair value of the long-term debt at June 30, 2020, was $695 million (December 31, 2019 - $677 million) based on rates available to us at the balance sheet date for long-term debt with similar terms and remaining maturities.

On March 9, 2020, we extended the duration of our interest rate swap from August 2022 to August 2024 resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024. We continue to receive a floating interest rate equal to 3-month LIBOR over the duration. The result is a fixed interest rate of 2.47% for the period of May 28, 2019 to February 25, 2020 and 1.78% for the period of February 25, 2020 to August 25, 2024. On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

The agreements are accounted for as a derivative and the gain or loss related to changes in the fair value is included in other income. For the six months ended June 30, 2020, a $7 million loss was recorded.

7. Other liabilities

June 30, 2020 December 31, 2019

- 7 -

Post-retirement (note 8)	$	437	$	314
Long-term portion of reforestation		82		74
Long-term portion of decommissioning		36		31
Other		40		35
	$	595	$	454

8. Post-retirement benefits

We maintain defined benefit and defined contribution pension plans covering a majority of our employees. The defined benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life, based either on length of service or on earnings and length of service, and in most cases do not increase after the commencement of retirement. We also provide group life insurance, medical and extended health benefits to certain employee groups.

The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:

	June 30, 2020			December 31, 2019
Projected benefit obligations	$	(1,852	)	$	(1,693	)
Fair value of plan assets		1,420			1,385
	$	(432	)	$	(308	)
Represented by
Post-retirement assets	$	5		$	6
Post-retirement liabilities		(437	)		(314	)
	$	(432	)	$	(308	)

The significant actuarial assumptions used to determine our balance sheet date post-retirement assets and liabilities are as follows:

	June 30, 2020			March 31, 2020			December 31, 2019
Discount rate		2.75	%		4.00	%		3.00	%
Future compensation rate increase		3.50	%		3.50	%		3.50	%

For the six months ended June 30, 2020, we recognized in other comprehensive earnings a before-tax loss of $95 million to reflect the changes in the valuation of the post-retirement benefit plans. The loss reflects the decrease in the discount rate used to calculate plan liabilities from the beginning of the year, partially offset by the return on plan assets.

The actuarial gain (loss) on post-retirement benefits, included in other comprehensive earnings, is as follows:

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Actuarial loss	$	(216	)	$	(46	)	$	(95	)	$	(95	)
Tax provision		55			10			24			23
	$	(161	)	$	(36	)	$	(71	)	$	(72	)

9. Share Capital

We are authorized under our Normal Course Issuer Bid (“NCIB”), which expires on September 19, 2020, to purchase up to 3,318,823 of our Common shares. Under this bid, there were no Common shares repurchased for cancellation. During the six months ended June 30, 2019, we repurchased 1,178,400 Common shares under our previous NCIB, which expired on September 18, 2019, at an average price of $68.30 per share for a cost of approximately $81 million.

10. Other

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Exchange gain (loss) on working capital	$	(1	)	$	(2	)	$	5		$	(5	)
Exchange gain (loss) on intercompany financing1		(31	)		(16	)		35			(31	)
Exchange gain (loss) on long-term debt		28			14			(32	)		28

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Exchange gain (loss) on export duty deposits receivable		(3	)		(1	)		4			(3	)
Insurance gain on involuntary disposal of equipment2		7			—			7			—
Loss on interest rate swap contracts (note 6)		(2	)		(2	)		(7	)		(3	)
Other		(1	)		1			(3	)		3
	$	(3	)	$	(6	)	$	9		$	(11	)

1. Relates to US$590 million (2019 - US$550 million) of financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

2. Represents insurance proceeds related to the settlement of WestPine’s 2016 involuntary disposal of equipment.

Insurance claim settlement

During this quarter, we settled the insurance claim related to the fire that occurred at our WestPine MDF plant in March 2016. The impact of the settlement on pre-tax earnings is as follows:

	June 30, 2020
Business interruption1	$	7
Insurance gain on involuntary disposal of equipment2		7
	$	14

1. Recognized in cost of products sold for the panels segment.

2. Recognized in other income for the panels segment.

11. Tax provision

The tax provision differs from the amount that would have resulted from applying the British Columbia statutory income tax rate to earnings before tax as follows:

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Income tax recovery (expense) at statutory rate of 27%	$	(18	)	$	28		$	(20	)	$	30
Non-taxable amounts		(4	)		1			2			1
Rate differentials between jurisdictions and on specified activities		3			(1	)		2			(2	)
Decrease in Alberta provincial tax rate1		—			17			—			17
	$	(19	)	$	45		$	(16	)	$	46

1. Represents the re-measurement of deferred income tax assets and liabilities for the 2019 Alberta tax rate change from 12% to 8% over the next four years.

12. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding.

Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the calculation is anti-dilutive, and diluted earnings per share are deemed to be the same as basic earnings per share.

	April 1 to June 30					January 1 to June 30
	2020		2019			2020			2019
Earnings
Basic	$	48	$	(58	)	$	60		$	(63	)
Share option expense (recovery)		12		(5	)		(6	)		(6	)
Equity-settled share option adjustment		—		—			(2	)		(3	)
Diluted	$	60	$	(63	)	$	52		$	(72	)
Weighted average number of shares (thousands)
Basic		68,670		68,779			68,667			69,106
Share options		77		314			94			350
Diluted		68,747		69,093			68,761			69,456

- 9 -

Earnings per share (dollars)
Basic	$	0.70	$	(0.85	)	$	0.88	$	(0.92	)
Diluted	$	0.70	$	(0.92	)	$	0.76	$	(1.04	)

13. Segmented information

The table below provides a reconciliation of our Non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
April 1, 2020 to June 30, 2020
Sales
To external customers	$	939		$	118		$	219		$	—		$	1,276
To other segments		37			3			—			(40	)		—
	$	976		$	121		$	219		$	(40	)	$	1,276
Cost of products sold		(655	)		(82	)		(157	)		40			(854	)
Freight and other distribution costs		(130	)		(12	)		(42	)		—			(184	)
Selling, general and administration		(35	)		(7	)		(10	)		(2	)		(54	)
Adjusted EBITDA	$	156		$	20		$	10		$	(2	)	$	184
Export duties		(42	)		—			—			—			(42	)
Equity-based compensation		—			—			—			6			6
Amortization		(48	)		(3	)		(11	)		(3	)		(65	)
Operating earnings	$	66		$	17		$	(1	)	$	1		$	83
Finance expense		(10	)		(1	)		(2	)		—			(13	)
Other		(5	)		7			(2	)		(3	)		(3	)
Earnings before tax	$	51		$	23		$	(5	)	$	(2	)	$	67
April 1, 2019 to June 30, 2019
Sales
To external customers	$	919		$	156		$	242		$	—		$	1,317
To other segments		33			3			—			(36	)		—
	$	952		$	159		$	242		$	(36	)	$	1,317
Cost of products sold		(740	)		(126	)		(183	)		36			(1,013	)
Freight and other distribution costs		(138	)		(17	)		(41	)		—			(196	)
Selling, general and administration		(35	)		(6	)		(11	)		—			(52	)
Adjusted EBITDA	$	39		$	10		$	7		$	—		$	56
Export duties		(51	)		—			—			—			(51	)
Equity-based compensation		—			—			—			—			—
Amortization		(48	)		(3	)		(11	)		(1	)		(63	)
Restructuring and impairment charges		(26	)		—			—			—			(26	)
Operating earnings	$	(86	)	$	7		$	(4	)	$	(1	)	$	(84	)
Finance expense		(9	)		(2	)		(2	)		—			(13	)
Other		(3	)		—			—			(3	)		(6	)
Earnings before tax	$	(98	)	$	5		$	(6	)	$	(4	)	$	(103	)

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
January 1, 2020 to June 30, 2020
Sales
To external customers	$	1,775		$	256		$	440		$	—		$	2,471
To other segments		65			5			—			(70	)		—
	$	1,840		$	261		$	440		$	(70	)	$	2,471
Cost of products sold		(1,264	)		(192	)		(314	)		70			(1,700	)
Freight and other distribution costs		(240	)		(27	)		(85	)		—			(352	)
Selling, general and administration		(74	)		(14	)		(20	)		—			(108	)
Adjusted EBITDA	$	262		$	28		$	21		$	—		$	311
Export duties		(77	)		—			—			—			(77	)
Equity - based compensation		—			—			—			(3	)		(3	)
Amortization		(100	)		(7	)		(22	)		(6	)		(135	)
Operating earnings	$	85		$	21		$	(1	)	$	(9	)	$	96
Finance expense		(23	)		(2	)		(4	)		—			(29	)
Other		11			7			2			(11	)		9
Earnings before tax	$	73		$	26		$	(3	)	$	(20	)	$	76
January 1, 2019 to June 30, 2019
Sales
To external customers	$	1,740		$	308		$	510		$	—		$	2,558
To other segments		69			6			—			(75	)		—
	$	1,809		$	314		$	510		$	(75	)	$	2,558
Cost of products sold		(1,361	)		(243	)		(387	)		75			(1,916	)
Freight and other distribution costs		(249	)		(32	)		(85	)		—			(366	)
Selling, general and administration		(76	)		(14	)		(20	)		—			(110	)

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Adjusted EBITDA	$	123		$	25		$	18		$	—		$	166
Export duties		(83	)		—			—			—			(83	)
Equity-based compensation		—			—			—			(3	)		(3	)
Amortization		(98	)		(7	)		(21	)		(2	)		(128	)
Restructuring and impairment charges		(26	)		—			—			—			(26	)
Operating earnings	$	(84	)	$	18		$	(3	)	$	(5	)	$	(74	)
Finance expense		(16	)		(3	)		(5	)		—			(24	)
Other		(6	)		—			—			(5	)		(11	)
Earnings before tax	$	(106	)	$	15		$	(8	)	$	(10	)	$	(109	)

The geographic distribution of external sales is as follows¹:

	April 1 to June 30				January 1 to June 30
	2020		2019		2020		2019
Canada	$	217	$	270	$	454	$	531
United States		787		785		1,537		1,486
China		187		173		327		342
Other Asia		79		78		138		176
Other		6		11		15		23
	$1,276		$1,317		$2,471		$2,558

1. Sales distribution is based on the location of product delivery.

14. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and, as a result, have received unique company-specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1, as shown in the table below. On July 21, 2020, the USDOC issued a new tolling memorandum which extends the finalization of the AR1 duty rates until November 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. In the event that these rates are finalized, our combined cash deposit rate would be revised to 9.08%. The following table reconciles our AR1 cash deposits to what they would have been if we deposited at the combined rate of 9.08%.

	AR1 Cash Deposits1		AR1 Liability at 9.08%		AR1 Excess Deposits
US$ millions	US$		US$		US$
CVD		176		78		98
ADD		68		20		48
Total		244		98		146
Recognized as export duty deposits receivable						(53	)
Estimated export duty deposit receivable to be recognized						93

1. Cash deposit rates changed during AR1, see footnotes under the CVD and ADD tables below.

- 11 -

On January 1, 2020, we entered AR3 for POI January 1 to December 31, 2020. For the six months ended June 30, 2020, we expensed ADD at the West Fraser Estimated Rate of 2.27% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - June 30, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017 until the Revised Rate was published by the USITC.

2. On December 4, 2017, the USDOC Revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb.  3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%
AR3 POI
January 1, 2020 - June 30, 2020		5.57	%		5.57	%		n/a	5		2.27	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC Revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

	April 1 to June 30				January 1 to June 30
Export duties incurred in the period	2020		2019		2020		2019
Countervailing duties	$	34	$	39	$	66	$	67
Antidumping duties		10		11		21		20
Total	$	44	$	50	$	87	$	87

	April 1 to June 30					January 1 to June 30
Recognized in the financial statements as	2020		2019			2020		2019
Export duties recognized as expense in consolidated statements of earnings	$	42	$	51		$	77	$	83
Export duties recognized as export duty deposits receivable in consolidated balance sheets		2		(1	)		10		4
Total	$	44	$	50		$	87	$	87

We have recorded long-term duty deposits receivable related to CVD for the excess of deposits made at the Cash Deposit Rate of 24.12% compared to the December 4, 2017, Revised Rate of 17.99%, and to ADD for the difference between the 5.57% Cash Deposit Rate and our West Fraser Estimated Rate. The details are as follows:

	January 1 to June 30		January 1 to December 31
Export duty deposits receivable	2020		2019
Beginning balance	$	80	$	75
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		10		5
Interest recognized on the long-term duty deposits receivable		1		4
Exchange on the long-term duty deposits		4		(4	)
Ending balance	$	95	$	80

As at June 30, 2020, export duties paid and payable on deposit with the USDOC are US$323 million for CVD and US$113 million for ADD for a total of US$436 million.

- 12 -

AR2 and AR3

AR2 covers the POI from January 1, 2019 through December 31, 2019. The USDOC commenced AR2 during the second quarter of 2020. AR3 covers the POI from January 1, 2020 through December 31, 2020 and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”), categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement (“NAFTA”) panels and the World Trade Organization (“WTO”).

On May 22, 2020, the NAFTA Panel issued its final decision on “Injury.” The Panel rejected the Canadian parties’ arguments and upheld the USITC’s remand determination in its entirety. Notwithstanding this decision regarding “Injury,” the Canadian parties still have pending WTO and NAFTA challenges to the USDOC’s underlying CVD and ADD determinations that have yet to be resolved. We remain confident that those proceedings will yield favorable results as they have done in the past and that the duties will be ruled to be unwarranted.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/July2020/27/c2243.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 27-JUL-20

- 13 -

EX-99.33

Exhibit 99.33

West Fraser Timber Co. Ltd.

Condensed Consolidated Balance Sheets

(in millions of Canadian dollars, except where indicated - unaudited)

	June 30 2020		December 31 2019
Assets
Current assets
Cash and short-term investments	$	127	$	16
Receivables		365		258
Income taxes receivable		30		135
Inventories (note 5)		655		729
Prepaid expenses		21		9
		1,198		1,147
Property, plant and equipment		2,178		2,140
Timber licences		483		493
Goodwill and other intangibles		789		772
Export duty deposits (note 14)		95		80
Other assets		24		26
Deferred income tax assets		10		10
	$	4,777	$	4,668
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	—	$	16
Operating loans (note 6)		358		374
Payables and accrued liabilities		388		396
Current portion of long-term debt (note 6)		10		10
Current portion of reforestation and decommissioning obligations		44		41
		800		837
Long-term debt (note 6)		682		650
Other liabilities (note 7)		595		454
Deferred income tax liabilities		230		253
		2,307		2,194
Shareholders’ Equity
Share capital		484		483
Accumulated other comprehensive earnings		166		132
Retained earnings		1,820		1,859
		2,470		2,474
	$	4,777	$	4,668

Number of Common shares and Class B Common shares outstanding at July 27, 2020 was 68,673,981.

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions of Canadian dollars, except where indicated - unaudited)

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Share capital
Balance - beginning of period	$	484		$	487		$	483		$	491
Issuance of Common shares		—			—			1			1
Repurchase of Common shares		—			(4	)		—			(9	)
Balance - end of period	$	484		$	483		$	484		$	483
Accumulated other comprehensive earnings
Balance - beginning of period	$	198		$	153		$	132		$	170
Translation gain (loss) on foreign operations		(32	)		(16	)		34			(33	)
Balance - end of period	$	166		$	137		$	166		$	137
Retained earnings
Balance - beginning of period	$	1,947		$	2,135		$	1,859		$	2,235
Actuarial loss on post-retirement benefits		(161	)		(36	)		(71	)		(72	)
Repurchase of Common shares		—			(27	)		—			(72	)
Earnings for the period		48			(58	)		60			(63	)
Dividends		(14	)		(13	)		(28	)		(27	)
Balance - end of period	$	1,820		$	2,001		$	1,820		$	2,001
Shareholders’ Equity	$	2,470		$	2,621		$	2,470		$	2,621

- 2 -

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Earnings and Comprehensive Earnings

(in millions of Canadian dollars, except where indicated - unaudited)

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Sales	$	1,276		$	1,317		$	2,471		$	2,558
Costs and expenses
Cost of products sold		854			1,013			1,700			1,916
Freight and other distribution costs		184			196			352			366
Export duties (note 14)		42			51			77			83
Amortization		65			63			135			128
Selling, general and administration		54			52			108			110
Equity-based compensation		(6	)		—			3			3
Restructuring and impairment charges		—			26			—			26
		1,193			1,401			2,375			2,632
Operating earnings		83			(84	)		96			(74	)
Finance expense		(13	)		(13	)		(29	)		(24	)
Other (note 10)		(3	)		(6	)		9			(11	)
Earnings before tax		67			(103	)		76			(109	)
Tax recovery (provision) (note 11)		(19	)		45			(16	)		46
Earnings	$	48		$	(58	)	$	60		$	(63	)
Earnings per share (dollars) (note 12)
Basic	$	0.70		$	(0.85	)	$	0.88		$	(0.92	)
Diluted	$	0.70		$	(0.92	)	$	0.76		$	(1.04	)
Comprehensive earnings
Earnings	$	48		$	(58	)	$	60		$	(63	)
Other comprehensive earnings
Translation gain (loss) on foreign operations		(32	)		(16	)		34			(33	)
Actuarial loss on post-retirement benefits		(161	)		(36	)		(71	)		(72	)
Comprehensive earnings	$	(145	)	$	(110	)	$	23		$	(168	)

- 3 -

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Cash Flows

(in millions of Canadian dollars, except where indicated - unaudited)

	April 1 to June 30						January 1 to June 30
Cash provided by (used in)	2020			2019			2020			2019
Operating activities
Earnings	$	48		$	(58	)	$	60		$	(63	)
Adjustments
Amortization		65			63			135			128
Restructuring and impairment charges		—			26			—			26
Finance expense		13			13			29			24
Exchange loss (gain) on long-term financing		3			2			(3	)		3
Exchange loss (gain) on export duty deposits		3			1			(4	)		3
Export duty deposits		(2	)		1			(10	)		(4	)
Post-retirement expense		25			20			50			41
Contributions to post-retirement benefit plans		(16	)		(21	)		(29	)		(38	)
Tax provision (recovery)		19			(45	)		16			(46	)
Income taxes received (paid)		90			(18	)		89			(95	)
Reforestation and decommissioning obligations		(13	)		(11	)		11			6
Other		(12	)		4			(7	)		6
Changes in non-cash working capital
Receivables		(26	)		26			(91	)		(23	)
Inventories		280			240			85			60
Prepaid expenses		(9	)		(12	)		(13	)		(16	)
Payables and accrued liabilities		(29	)		(44	)		(1	)		(53	)
		439			187			317			(41	)
Financing activities
Proceeds from (repayment of) operating loans		(325	)		(81	)		(17	)		185
Finance expense paid		(16	)		(16	)		(25	)		(21	)
Repurchase of Common shares		—			(31	)		—			(81	)
Dividends		(14	)		(14	)		(28	)		(28	)
Other		1			(1	)		—			(1	)
		(354	)		(143	)		(70	)		54
Investing activities
Additions to capital assets		(60	)		(82	)		(119	)		(190	)
Government assistance		1			5			1			5
Proceeds from disposal of capital assets		—			7			6			7
Other		1			1			1			1
		(58	)		(69	)		(111	)		(177	)
Change in cash		27			(25	)		136			(164	)
Foreign exchange effect on cash		6			1			(9	)		(3	)
Cash - beginning of period		94			4			—			147
Cash - end of period	$	127		$	(20	)	$	127		$	(20	)
Cash consists of
Cash and short-term investments							$	127		$	16
Cheques issued in excess of funds on deposit								—			(36	)
							$	127		$	(20	)

- 4 -

West Fraser Timber Co. Ltd.

Notes to Condensed Consolidated Interim Financial Statements

(figures are in millions of dollars, except where indicated - unaudited)

1. Nature of operations

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation and statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board, and use the same accounting policies and methods of their application as the December 31, 2019 annual audited consolidated financial statements. These condensed consolidated interim financial statements should be read in conjunction with our 2019 annual audited consolidated financial statements.

3. Use of estimates and judgments and Coronavirus (“COVID-19”)

The preparation of financial statements requires management to use accounting estimates and to make judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The estimates and underlying assumptions are based on historical experience and other factors, including expectations of future events that are considered to be reasonable under the circumstances.

Given the ongoing and dynamic nature of the COVID-19 outbreak, it is challenging to predict the impact on our Company. The extent of such impact will depend on future developments, which are highly uncertain, including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the spread and severity of COVID-19, and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including the effect it may have (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our supply chain, market pricing and customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, and operating results, which would, in turn, affect our estimates, including the valuation of inventories, allowance for expected credit losses, fair value measurements, the valuation of long-lived assets, and cash flow projections used for impairment testing. Actual results may materially differ from these estimates.

4. Seasonality of operations

Our operating results are subject to seasonal fluctuations that impact quarter-to-quarter operating results. Log availability has a direct impact on our operations. We build up log inventory in Canada during the winter to sustain our lumber and plywood production during the second quarter when logging is curtailed due to wet and inaccessible land conditions. Extreme weather conditions, wildfires in Western Canada, and hurricanes in the U.S. South may periodically affect operations, including logging, manufacturing, and transportation. Consequently, interim operating results may not proportionately reflect operating results for a full year.

5. Inventories

Inventories at June 30, 2020 were subject to a valuation reserve of $13 million (March 31, 2020 - $23 million; December 31, 2019 - $39 million; June 30, 2019 - $47 million) to reflect net realizable value being lower than cost.

- 5 -

	June 30, 2020		December 31, 2019
Manufactured products	$	298	$	341
Logs and other raw materials		188		226
Processing materials and supplies		169		162
	$	655	$	729

6. Operating loans and long-term debt

Operating loans

Our revolving lines of credit consist of an $850 million committed revolving credit facility which matures August 25, 2024, a $150 million committed revolving credit facility with a two-year term, a $34 million (US$25 million) demand line of credit dedicated to our U.S. operations, and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On June 30, 2020, $361 million was drawn under our revolving credit facility. Deferred financing costs of $3 million related to these facilities were deducted against the operating loans for balance sheet presentation.

Interest on the facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances or LIBOR Advances at our option plus an applicable margin.

In addition, we have credit facilities totalling $130 million dedicated to letters of credit, of which US$15 million is dedicated to our U.S. operations. On June 30, 2020, our letter of credit facilities supported $59 million of open letters of credit.

All debt is unsecured except the $8 million joint operation demand line of credit, which is secured by that joint operation’s current assets.

Long-term debt

	June 30, 2020			December 31, 2019
US$300 million senior notes due October 2024; interest at 4.35%	$	409		$	390
US$200 million term loan due August 2024; floating interest rate		273			260
US$8 million note payable due October 2020; interest at 2%		10			10
Notes payable		3			3
		695			663
Less: deferred financing costs		(3	)		(3	)
Less: current portion related to the US$8 million note payable due October 2020		(10	)		(10	)
	$	682		$	650

The fair value of the long-term debt at June 30, 2020, was $695 million (December 31, 2019 - $677 million) based on rates available to us at the balance sheet date for long-term debt with similar terms and remaining maturities.

On March 9, 2020, we extended the duration of our interest rate swap from August 2022 to August 2024 resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024. We continue to receive a floating interest rate equal to 3-month LIBOR over the duration. The result is a fixed interest rate of 2.47% for the period of May 28, 2019 to February 25, 2020 and 1.78% for the period of February 25, 2020 to August 25, 2024. On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of

- 6 -

US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

The agreements are accounted for as a derivative and the gain or loss related to changes in the fair value is included in other income. For the six months ended June 30, 2020, a $7 million loss was recorded.

7. Other liabilities

	June 30, 2020		December 31, 2019
Post-retirement (note 8)	$	437	$	314
Long-term portion of reforestation		82		74
Long-term portion of decommissioning		36		31
Other		40		35
	$	595	$	454

8. Post-retirement benefits

We maintain defined benefit and defined contribution pension plans covering a majority of our employees. The defined benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life, based either on length of service or on earnings and length of service, and in most cases do not increase after the commencement of retirement. We also provide group life insurance, medical and extended health benefits to certain employee groups.

The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:

	June 30, 2020			December 31, 2019
Projected benefit obligations	$	(1,852	)	$	(1,693	)
Fair value of plan assets		1,420			1,385
	$	(432	)	$	(308	)
Represented by
Post-retirement assets	$	5		$	6
Post-retirement liabilities		(437	)		(314	)
	$	(432	)	$	(308	)

The significant actuarial assumptions used to determine our balance sheet date post-retirement assets and liabilities are as follows:

	June 30, 2020			March 31, 2020			December 31, 2019
Discount rate		2.75	%		4.00	%		3.00	%
Future compensation rate increase		3.50	%		3.50	%		3.50	%

For the six months ended June 30, 2020, we recognized in other comprehensive earnings a before-tax loss of $95 million to reflect the changes in the valuation of the post-retirement benefit plans. The loss reflects the decrease in the discount rate used to calculate plan liabilities from the beginning of the year, partially offset by the return on plan assets.

- 7 -

The actuarial gain (loss) on post-retirement benefits, included in other comprehensive earnings, is as follows:

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Actuarial loss	$	(216	)	$	(46	)	$	(95	)	$	(95	)
Tax provision		55			10			24			23
	$	(161	)	$	(36	)	$	(71	)	$	(72	)

9. Share Capital

We are authorized under our Normal Course Issuer Bid (“NCIB”), which expires on September 19, 2020, to purchase up to 3,318,823 of our Common shares. Under this bid, there were no Common shares repurchased for cancellation. During the six months ended June 30, 2019, we repurchased 1,178,400 Common shares under our previous NCIB, which expired on September 18, 2019, at an average price of $68.30 per share for a cost of approximately $81 million.

10. Other

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Exchange gain (loss) on working capital	$	(1	)	$	(2	)	$	5		$	(5	)
Exchange gain (loss) on intercompany financing1		(31	)		(16	)		35			(31	)
Exchange gain (loss) on long-term debt		28			14			(32	)		28
Exchange gain (loss) on export duty deposits receivable		(3	)		(1	)		4			(3	)
Insurance gain on involuntary disposal of equipment2		7			—			7			—
Loss on interest rate swap contracts (note 6)		(2	)		(2	)		(7	)		(3	)
Other		(1	)		1			(3	)		3
	$	(3	)	$	(6	)	$	9		$	(11	)

1. Relates to US$590 million (2019 - US$550 million) of financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts and related financing expense are eliminated in these consolidated financial statements.

2. Represents insurance proceeds related to the settlement of WestPine’s 2016 involuntary disposal of equipment.

Insurance claim settlement

During this quarter, we settled the insurance claim related to the fire that occurred at our WestPine MDF plant in March 2016. The impact of the settlement on pre-tax earnings is as follows:

	June 30, 2020
Business interruption1	$	7
Insurance gain on involuntary disposal of equipment2		7
	$	14

1. Recognized in cost of products sold for the panels segment.

2. Recognized in other income for the panels segment.

- 8 -

11. Tax provision

The tax provision differs from the amount that would have resulted from applying the British Columbia statutory income tax rate to earnings before tax as follows:

	April 1 to June 30						January 1 to June 30
	2020			2019			2020			2019
Income tax recovery (expense) at statutory rate of 27%	$	(18	)	$	28		$	(20	)		30
Non-taxable amounts		(4	)		1			2			1
Rate differentials between jurisdictions and on specified activities		3			(1	)		2			(2	)
Decrease in Alberta provincial tax rate1		—			17			—			17
	$	(19	)	$	45		$	(16	)	$	46

1. Represents the re-measurement of deferred income tax assets and liabilities for the 2019 Alberta tax rate change from 12% to 8% over the next four years.

12. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding.

Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the calculation is anti-dilutive, and diluted earnings per share are deemed to be the same as basic earnings per share.

	April 1 to June 30					January 1 to June 30
	2020		2019			2020			2019
Earnings
Basic	$	48	$	(58	)	$	60		$	(63	)
Share option expense (recovery)		12		(5	)		(6	)		(6	)
Equity-settled share option adjustment		—		—			(2	)		(3	)
Diluted	$	60	$	(63	)	$	52		$	(72	)
Weighted average number of shares (thousands)
Basic		68,670		68,779			68,667			69,106
Share options		77		314			94			350
Diluted		68,747		69,093			68,761			69,456
Earnings per share (dollars)
Basic	$	0.70	$	(0.85	)	$	0.88		$	(0.92	)
Diluted	$	0.70	$	(0.92	)	$	0.76		$	(1.04	)

- 9 -

13. Segmented information

The table below provides a reconciliation of our Non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
April 1, 2020 to June 30, 2020
Sales
To external customers	$	939		$	118		$	219		$	—		$	1,276
To other segments		37			3			—			(40	)		—
	$	976		$	121		$	219		$	(40	)	$	1,276
Cost of products sold		(655	)		(82	)		(157	)		40			(854	)
Freight and other distribution costs		(130	)		(12	)		(42	)		—			(184	)
Selling, general and administration		(35	)		(7	)		(10	)		(2	)		(54	)
Adjusted EBITDA	$	156		$	20		$	10		$	(2	)	$	184
Export duties		(42	)		—			—			—			(42	)
Equity-based compensation		—			—			—			6			6
Amortization		(48	)		(3	)		(11	)		(3	)		(65	)
Operating earnings	$	66		$	17		$	(1	)	$	1		$	83
Finance expense		(10	)		(1	)		(2	)		—			(13	)
Other		(5	)		7			(2	)		(3	)		(3	)
Earnings before tax	$	51		$	23		$	(5	)	$	(2	)	$	67
April 1, 2019 to June 30, 2019
Sales
To external customers	$	919		$	156		$	242		$	—		$	1,317
To other segments		33			3			—			(36	)		—
	$	952		$	159		$	242		$	(36	)	$	1,317
Cost of products sold		(740	)		(126	)		(183	)		36			(1,013	)
Freight and other distribution costs		(138	)		(17	)		(41	)		—			(196	)
Selling, general and administration		(35	)		(6	)		(11	)		—			(52	)
Adjusted EBITDA	$	39		$	10		$	7		$	—		$	56
Export duties		(51	)		—			—			—			(51	)
Equity-based compensation		—			—			—			—			—
Amortization		(48	)		(3	)		(11	)		(1	)		(63	)
Restructuring and impairment charges		(26	)		—			—			—			(26	)
Operating earnings	$	(86	)	$	7		$	(4	)	$	(1	)	$	(84	)
Finance expense		(9	)		(2	)		(2	)		—			(13	)
Other		(3	)		—			—			(3	)		(6	)
Earnings before tax	$	(98	)	$	5		$	(6	)	$	(4	)	$	(103	)

- 10 -

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
January 1, 2020 to June 30, 2020
Sales
To external customers	$	1,775		$	256		$	440		$	—		$	2,471
To other segments		65			5			—			(70	)		—
	$	1,840		$	261		$	440		$	(70	)	$	2,471
Cost of products sold		(1,264	)		(192	)		(314	)		70			(1,700	)
Freight and other distribution costs		(240	)		(27	)		(85	)		—			(352	)
Selling, general and administration		(74	)		(14	)		(20	)		—			(108	)
Adjusted EBITDA	$	262		$	28		$	21		$	—		$	311
Export duties		(77	)		—			—			—			(77	)
Equity-based compensation		—			—			—			(3	)		(3	)
Amortization		(100	)		(7	)		(22	)		(6	)		(135	)
Operating earnings	$	85		$	21		$	(1	)	$	(9	)	$	96
Finance expense		(23	)		(2	)		(4	)		—			(29	)
Other		11			7			2			(11	)		9
Earnings before tax	$	73		$	26		$	(3	)	$	(20	)	$	76
January 1, 2019 to June 30, 2019
Sales
To external customers	$	1,740		$	308		$	510		$	—		$	2,558
To other segments		69			6			—			(75	)		—
	$	1,809		$	314		$	510		$	(75	)	$	2,558
Cost of products sold		(1,361	)		(243	)		(387	)		75			(1,916	)
Freight and other distribution costs		(249	)		(32	)		(85	)		—			(366	)
Selling, general and administration		(76	)		(14	)		(20	)		—			(110	)
Adjusted EBITDA	$	123		$	25		$	18		$	—		$	166
Export duties		(83	)		—			—			—			(83	)
Equity-based compensation		—			—			—			(3	)		(3	)
Amortization		(98	)		(7	)		(21	)		(2	)		(128	)
Restructuring and impairment charges		(26	)		—			—			—			(26	)
Operating earnings	$	(84	)	$	18		$	(3	)	$	(5	)	$	(74	)
Finance expense		(16	)		(3	)		(5	)		—			(24	)
Other		(6	)		—			—			(5	)		(11	)
Earnings before tax	$	(106	)	$	15		$	(8	)	$	(10	)	$	(109	)

The geographic distribution of external sales is as follows¹:

	April 1 to June 30				January 1 to June 30
	2020		2019		2020		2019
Canada	$	217	$	270	$	454	$	531
United States		787		785		1,537		1,486
China		187		173		327		342
Other Asia		79		78		138		176
Other		6		11		15		23
	$	1,276	$	1,317	$	2,471	$	2,558

1. Sales distribution is based on the location of product delivery.

- 11 -

14. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and, as a result, have received unique company-specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1, as shown in the table below. On July 21, 2020, the USDOC issued a new tolling memorandum which extends the finalization of the AR1 duty rates until November 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. In the event that these rates are finalized, our combined cash deposit rate would be revised to 9.08%. The following table reconciles our AR1 cash deposits to what they would have been if we deposited at the combined rate of 9.08%.

US$ millions	AR1 Cash Deposits1 US$		AR1 Liability at 9.08% US$		AR1 Excess Deposits US$
CVD		176		78		98
ADD		68		20		48
Total		244		98		146
Recognized as export duty deposits receivable						(53	)
Estimated export duty deposit receivable to be recognized.						93

1. Cash deposit rates changed during AR1, see footnotes under the CVD and ADD tables below.

On January 1, 2020, we entered AR3 for POI January 1 to December 31, 2020. For the six months ended June 30, 2020, we expensed ADD at the West Fraser Estimated Rate of 2.27% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

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Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - June 30, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017 until the Revised Rate was published by the USITC.

2. On December 4, 2017, the USDOC Revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%
AR3 POI
January 1, 2020 - June 30, 2020		5.57	%		5.57	%		n/a	5		2.27	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC Revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

	April 1 to June 30				January 1 to June 30
Export duties incurred in the period	2020		2019		2020		2019
Countervailing duties	$	34	$	39	$	66	$	67
Antidumping duties		10		11		21		20
Total	$	44	$	50	$	87	$	87

	April 1 to June 30					January 1 to June 30
Recognized in the financial statements as	2020		2019			2020		2019
Export duties recognized as expense in consolidated statements of earnings	$	42	$	51		$	77	$	83
Export duties recognized as export duty deposits receivable in consolidated balance sheets		2		(1	)		10		4
Total	$	44	$	50		$	87	$	87

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We have recorded long-term duty deposits receivable related to CVD for the excess of deposits made at the Cash Deposit Rate of 24.12% compared to the December 4, 2017, Revised Rate of 17.99%, and to ADD for the difference between the 5.57% Cash Deposit Rate and our West Fraser Estimated Rate. The details are as follows:

	January 1 to June 30		January 1 to December 31
Export duty deposits receivable	2020		2019
Beginning balance	$	80	$	75
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		10		5
Interest recognized on the long-term duty deposits receivable		1		4
Exchange on the long-term duty deposits		4		(4	)
Ending balance	$	95	$	80

As at June 30, 2020, export duties paid and payable on deposit with the USDOC are US$323 million for CVD and US$113 million for ADD for a total of US$436 million.

AR2 and AR3

AR2 covers the POI from January 1, 2019 through December 31, 2019. The USDOC commenced AR2 during the second quarter of 2020. AR3 covers the POI from January 1, 2020 through December 31, 2020 and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”), categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement (“NAFTA”) panels and the World Trade Organization (“WTO”).

On May 22, 2020, the NAFTA Panel issued its final decision on “Injury.” The Panel rejected the Canadian parties’ arguments and upheld the USITC’s remand determination in its entirety. Notwithstanding this decision regarding “Injury,” the Canadian parties still have pending WTO and NAFTA challenges to the USDOC’s underlying CVD and ADD determinations that have yet to be resolved. We remain confident that those proceedings will yield favorable results as they have done in the past and that the duties will be ruled to be unwarranted.

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EX-99.34

Exhibit 99.34

Management’s Discussion and Analysis

Introduction and Interpretation

This discussion and analysis by management (“MD&A”) of West Fraser Timber Co. Ltd.’s (“West Fraser”, the “Company” or “we”, “us”, or “our”) financial performance for the three and six months ending June 30, 2020, should be read in conjunction with the cautionary statement regarding forward-looking statements below, our second quarter 2020 unaudited condensed consolidated interim financial statements and accompanying notes (“Financial Statements”), as well as our 2019 annual MD&A and annual audited consolidated financial statements included in the Company’s 2019 Annual Report. Dollar amounts are expressed in Canadian currency, unless otherwise indicated, and references to US$ are to the United States dollars.

Unless otherwise indicated, the financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”). An advisory with respect to the use of Non-IFRS measures is set out below.

This MD&A includes references to benchmark prices over selected periods for products of the type produced by West Fraser. These benchmark prices are for one product, dimension or grade, and do not necessarily reflect the prices obtained by West Fraser during those periods as we produce and sell a wide offering of products, dimensions, grades, and species. For definitions of other abbreviations and technical terms used in this MD&A, please see the Glossary of Industry Terms found in our most recent Annual Report.

Where this MD&A includes information from third parties, we believe that such information (including information from industry and general publications and surveys) is generally reliable. However, we have not independently verified any such third-party information and cannot assure you of its accuracy or completeness.

This MD&A uses the following terms that are found in our most recent Annual Report: “SPF” (spruce/pine/balsam fir lumber), “SYP” (southern yellow pine lumber), “MDF” (medium-density fibreboard), “LVL” (laminated veneer lumber), “BCTMP” (bleached chemithermomechanical pulp) and “NBSK” (northern bleached softwood kraft pulp).

The information in this MD&A is as at July 27, 2020, unless otherwise indicated.

Forward-Looking Statements

This MD&A contains historical information, descriptions of current circumstances, and statements about potential future developments and anticipated financial results. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader, but their accuracy depends on a number of assumptions and are subject to various risks and uncertainties.

Forward-looking statements are included under the headings “Recent Developments” (concerning the timing of the payment of the WestPine insurance settlement funds, finalization of Administrative Review duty rates, pending proceedings related to the U.S. Softwood Lumber dispute and COVID-19, including its duration, nature of government responses, adjustments to our operations, potential impacts, and our ability to weather its impacts), “Discussion & Analysis of Non-Operational Items” (concerning adjustments to duty rates and reduction in corporate income tax rate in the Province of Alberta), “Lumber Segment” (concerning countervailing and antidumping duty rates, timing for future administrative reviews and cash deposit rates), and “Business Outlook” (concerning our operations (including impact of COVID-19, lumber production, operating strategy, log costs, demand for panels, maintenance shutdowns for NBSK mills), markets (including demand for our lumber in the U.S., economic activity in Asia, the adjustment to duty rates, and pulp demand) and cash flows (including liquidity, future dividends and the availability of government payment deferrals programs)). By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific,

which contribute to the possibility that the predictions, forecasts, and other forward-looking statements will not occur. Actual outcomes and results of these statements will depend on several factors, including those matters described under “Risks and Uncertainties” in this MD&A and the MD&A included in our 2019 Annual Report, and may differ materially from those anticipated or projected. This list of important factors affecting forward-looking statements is not exhaustive, and reference should be made to the other factors discussed in public filings with securities regulatory authorities. Accordingly, readers should exercise caution in relying upon forward-looking statements as we undertake no obligation to publicly update or revise any forward-looking statements, whether written or oral, to reflect subsequent events or circumstances except as required by applicable securities laws.

Non-IFRS Measures

Throughout this MD&A, reference is made to Adjusted EBITDA, Adjusted earnings, Adjusted basic earnings per share, available liquidity, and total and net debt to total capital ratio (collectively “these Non-IFRS measures”). We believe that, in addition to earnings, these Non-IFRS measures are useful performance indicators for investors with regard to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions. These Non-IFRS measures are not generally accepted financial measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these Non-IFRS measures should be considered as an alternative to earnings, earnings per share (“EPS”), or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these Non-IFRS measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these Non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The reconciliation of the Non-IFRS measures used and presented by the Company to the most directly comparable IFRS measures is provided in the tables set forth below.

Recent Developments

Insurance Claim Settlement

In March 2016, we experienced a fire at our WestPine MDF facility. Due to the complex nature of the matters involved in the claim, a final resolution on the value of the claim was not determined until recently. The impact of the settlement was an additional gain on disposal of $7 million, and a recognition of an additional $7 million of business interruption coverage, the latter which has been recorded in the panels segment’s Adjusted EBITDA. We have settled this claim in full, and the final payment of $19 million is expected in the third quarter of 2020.

Administrative Review (“AR”) 1 Duty Rates

On July 21, 2020, the U.S. Department of Commerce (“USDOC”) issued a new tolling memorandum, which extends the finalization of the AR1 duty rates until November 2020. The delay means we continue to remit cash deposits at a combined duty rate of 23.56% instead of at the lower AR1 rate of 9.08% that was published as preliminary on February 3, 2020. The rates that will ultimately be finalized in November 2020 may be different.

NAFTA Panel Ruling on Injury

On May 22, 2020, the North American Free Trade Agreement (“NAFTA”) Panel (the “Panel”) issued its final decision on “Injury”. The Panel rejected the Canadian parties’ arguments and upheld the U.S. International Trade Commission’s remand determination in its entirety. Notwithstanding this decision regarding “Injury”, the Canadian parties still have pending World Trade Organization and NAFTA challenges to the USDOC’s underlying countervailing duty and antidumping duty determinations that have yet to be resolved. We remain confident that those proceedings will yield favorable results as they have done in the past and that the duties will be ruled to be

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unwarranted. In the interim, duties remain subject to the USDOC Annual Review process, which results in an annual adjustment of duty rates.

Coronavirus

The impact of the novel Coronavirus (“COVID-19”) pandemic has required unprecedented actions to control the spread of the virus and has resulted in governments and businesses worldwide enacting emergency measures and restrictions to combat the spread of COVID-19. These measures and restrictions, which include the implementation of travel bans, border restrictions, mandated and voluntary business closures, self-imposed and mandatory quarantine periods, isolation orders and physical distancing, have caused material disruption to businesses globally resulting in an economic slowdown and have led to disruptions to our workforce and operating facilities, customers, production, sales, and supply chain. While some of these restrictions and closures have been eased or lifted, the resurgence of COVID-19 in certain areas may result in their re-imposition or the implementation of other restrictions. Governments and central banks have reacted with significant monetary and fiscal interventions and other measures designed to stabilize economic conditions.

The ongoing economic and financial impact of the COVID-19 outbreak is unknown at this time, as is the effectiveness of government and central bank measures to stabilize the economy and limit the spread of COVID-19. It is not possible to reliably estimate the ongoing effects on the economy, our operations, the markets for our products, or our financial results and condition. In the near term, we have seen a return of robust demand for SYP, SPF, and plywood, which in combination with production curtailments and what is believed to be low inventory levels across the supply chain, has led to increased prices. However, it is uncertain if these demand and supply dynamics will continue or if demand will be negatively impacted by the resurgence of COVID-19.

The safety, health, and well-being of our employees and others on our sites and the communities in which we operate remains our primary focus. Our goal is to continue to operate safely and to mitigate potential exposure and the spread of COVID-19. We are guided by the requirements of public health authorities, including physical distancing strategies, increased cleaning and disinfection at our sites, issuing protective equipment for our employees, remote working policies in communities that have high volumes of COVID-19 cases, the elimination of non-essential travel, and exposure screening.

As a result of the various impacts of COVID-19, we made several adjustments to our operating schedules starting in March of 2020 and continuing into the second quarter of 2020. The impact on 2020 production through the end of the second quarter was a reduction of approximately 140 MMfbm of SPF lumber, 80 MMfbm of SYP lumber, 60 MMsf of plywood, and 19,000 tonnes of NBSK pulp. As the second quarter unfolded and business closures and restrictions were eased, and economies began to reopen, demand for our lumber and plywood products has proven to be more resilient than expected, and most of our operations have returned to normal operating schedules as of June 30, 2020.

We continued to ship our products to fulfill available orders during our production curtailments. Demand for lumber products for repair and remodelling applications, particularly for lumber used in treated wood, increased through the quarter resulting in increases to lumber prices. As activity in our plywood markets has resumed, demand for plywood products has also been robust. Our “Outlook” section in this MD&A includes additional commentary on market conditions.

Risks and Uncertainties

A local, regional, national or international outbreak or escalation of a contagious disease, virus or other illness including COVID-19, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu or any other similar illness, or fear of the foregoing, could cause interruptions to our business and operations and otherwise have an adverse effect on our business, financial condition and/or results of operations including as a result of the effects on: (i) global economic activity, (ii) the business, operations, financial condition, and solvency of our customers caused by operating shutdowns or disruptions or financial or liquidity issues, (iii) the

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demand for and price of our products, (iv) the health of our employees and the impact on their ability to work or travel, (v) our ability to operate our manufacturing facilities, (vi) our supply chain and the ability of third party suppliers, service providers and/or transportation carriers to supply goods or services on which we rely on or transport our products to market, and (vii) our revenues, cash flow, liquidity and ability to maintain compliance with the covenants in our credit agreements.

Demand and prices for our products may be adversely affected by such outbreaks and pandemics that affect levels of economic activity, and we are unable to predict or estimate the timing or extent of the impact of such outbreaks and pandemics. Governmental measures or restrictions including those requiring the closures of businesses, restrictions on travel, country, provincial or state and city-wide isolation orders, and physical distancing requirements may directly affect our operations and employees and those of our customers, suppliers and service providers and the demand for and pricing of our products. The spread of such viruses among our employees or those of our suppliers or service providers could result in lower production and sales, higher costs, and supply and transportation constraints. Accordingly, our production, costs, and sales may be negatively affected, which could have a material adverse effect on our business, financial condition and/or results of operation.

Given the ongoing and dynamic nature of the COVID-19 outbreak, it is challenging to predict the impact on the Company’s business. The extent of such impact will depend on future developments, which are highly uncertain, including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the spread and severity of COVID-19, and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including the effect it may have (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our supply chain, market pricing and customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, the valuation of long-lived assets, and operating results.

Significant Management Judgments Affecting Financial Results

The preparation of financial statements requires management to make estimates and assumptions and to select accounting policies that affect the amounts reported. COVID-19 has introduced a new level of uncertainty as we cannot predict the duration or extent of the outbreak nor the impact on our business and operations. We have used our best estimates on determining fair value and net realizable values at June 30, 2020. The areas that may be significantly affected are inventory valuations, value-in-use cash flow estimates for impairment testing, and expected credit losses on our accounts receivable balances.

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Summary Information

($ millions except as otherwise indicated)

	Q2-20			Q1-20			YTD-20			Q2-19			YTD-19
Earnings
Sales		1,276			1,195			2,471			1,317			2,558
Cost of products sold		(854	)		(846	)		(1,700	)		(1,013	)		(1,916	)
Freight and other distribution costs		(184	)		(168	)		(352	)		(196	)		(366	)
Selling, general and administration		(54	)		(54	)		(108	)		(52	)		(110	)
Adjusted EBITDA1		184			127			311			56			166
Export duties		(42	)		(35	)		(77	)		(51	)		(83	)
Equity-based compensation		6			(9	)		(3	)		—			(3	)
Amortization		(65	)		(70	)		(135	)		(63	)		(128	)
Restructuring and impairment charges		—			—			—			(26	)		(26	)
Operating earnings		83			13			96			(84	)		(74	)
Finance expense		(13	)		(16	)		(29	)		(13	)		(24	)
Other		(3	)		12			9			(6	)		(11	)
Tax (provision) recovery		(19	)		3			(16	)		45			46
Earnings		48			12			60			(58	)		(63	)
1.Seesection “Non-IFRS Measures” in this MD&A.
Exchange rates
CAD$1.00 converted to US$ – average		0.722			0.744			0.733			0.748			0.750

Selected Quarterly Information

($ millions except earnings per share (“EPS”) amounts which are in $)

	Q2-20		Q1-20			Q4-19			Q3-19			Q2-19			Q1-19			Q4-18		Q3-18
Sales		1,276		1,195			1,129			1,190			1,317			1,241			1,274		1,646
Earnings		48		12			(42	)		(45	)		(58	)		(5	)		29		238
Basic EPS		0.70		0.18			(0.61	)		(0.65	)		(0.85	)		(0.07	)		0.42		3.25
Diluted EPS		0.70		(0.11	)		(0.61	)		(0.73	)		(0.92	)		(0.12	)		0.29		2.99

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Discussion & Analysis of Non-Operational Items

Adjusted Earnings and Adjusted Basic EPS

($ millions except EPS amounts which are in $)

	Q2-20			Q1-20			YTD-20			Q2-19			YTD-19
Earnings		48			12			60			(58	)		(63	)
Add (deduct):
Export duties		42			35			77			51			83
Interest income recognized on export duty deposits receivable		—			(1	)		(1	)		(1	)		(2	)
Equity-based compensation		(6	)		9			3			—			3
Exchange (gain) loss on long-term financing		3			(6	)		(3	)		2			3
Exchange (gain) loss on export duty deposits receivable		3			(7	)		(4	)		1			3
Insurance gain on disposal of equipment		(7	)		—			(7	)		—			—
Restructuring and impairment charges		—			—			—			26			26
Re-measurement of deferred income tax assets and liabilities		—			—			—			(17	)		(17	)
Net tax effect on the above adjustments		(4	)		(14	)		(18	)		(21	)		(31	)
Adjusted earnings1		79			28			107			(17	)		5
Adjusted basic EPS1,2		1.13			0.42			1.55			(0.25	)		0.08

1. See section “Non-IFRS Measures” in this MD&A.

2. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding.

We expensed export duties of $42 million in the current quarter compared to $35 million in the previous quarter and $51 million in the second quarter of 2019. We have also recorded interest income and foreign exchange adjustments on the estimated export duty deposits receivable, as noted in the above table. The USDOC has issued its preliminary results of the administrative review of our duty rates for the period of April 28, 2017 to December 31, 2018. These rates are now expected to be finalized in November 2020, due to a further tolling issued by the USDOC on July 21, 2020. The second AR covering the 2019 fiscal period commenced during the second quarter of 2020, but the final results are not expected until 2021. On January 1, 2020, the 12-month period of investigation for the third AR began. AR3 is expected to be reviewed by the USDOC in 2021, and the rates finalized in 2022. We believe that the U.S. allegations of subsidy and dumping are unwarranted and that the rates applied will be adjusted upon review. See “Softwood Lumber Dispute” under the heading “Lumber Segment” in this report, and under the same heading of our 2019 annual MD&A, and in Note 14 of the Financial Statements for further information.

Our equity-based compensation includes our share purchase option, phantom share unit, and directors’ deferred share unit plans (collectively, the “Plans”), all of which have been partially hedged by an equity derivative contract. The Plans and equity derivative contract are fair valued at each quarter-end, and we record the resulting expense or recovery over the vesting period. Our fair valuation models consider various factors, with the most significant being the change in the market value of our shares from the beginning to the end of the relevant period. The expense or recovery does not necessarily represent the actual value that will ultimately be received by the holders of options and units.

Any change in the value of the Canadian dollar relative to the value of the U.S. dollar results in the revaluation of our U.S. dollar-denominated assets and liabilities. The revaluation of these assets and liabilities for our Canadian operations is included in other income, while the revaluation related to our U.S. operations is included in other comprehensive earnings. The table above reports our exchange gains or losses on U.S. dollar-denominated long-term financing and export duty deposits receivable during the periods presented. Exchange gains or losses realized on the working capital balances of our Canadian operations are identified under “Other Non-Operational Items” below.

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During the quarter, we finalized the insurance settlement related to the 2016 involuntary disposal of equipment related to the fire at our WestPine MDF plant resulting in a gain of $7 million that was recorded in other income in the panels segment. Additional details regarding the claim are included under “Recent Developments – Insurance claim settlement” and “Panels Segment.”

A restructuring and impairment charge of $26 million was recognized during the second quarter of 2019 related to the permanent closure of our Chasm, British Columbia (“B.C.”) lumber mill.

During the second quarter of 2019, the Alberta government enacted an income tax rate reduction from 12% to 8% phased in over four years, starting on July 1, 2019. We remeasured our deferred tax assets and liabilities and recorded a gain of $17 million. On June 29, 2020, the Alberta government announced its intention to expedite the rate reduction to 8% effective July 1, 2020. We do not expect a material impact on our 2020 tax expense as a result of the expedited tax rate reduction.

Other Non-Operational Items

Other income includes several non-operational items, the most significant being foreign exchange revaluation on the U.S. dollar-denominated assets and liabilities of our Canadian operations, the WestPine insurance settlement on the involuntary disposal of equipment discussed above, and the fair valuation of our interest rate swaps.

The table above identifies foreign exchange revaluations on our long-term assets and liabilities. Current quarter foreign exchange revaluations on working capital items were a loss of $1 million compared to a gain of $6 million in the previous quarter and a loss of $2 million in the second quarter of 2019. On a year-to-date basis, we recorded a foreign exchange gain of $5 million compared to a loss of $5 million in 2019.

Remeasurement of our interest rate swaps to fair value at each balance sheet date has caused volatility in other income during 2020, due to decreasing interest rates as a result of economic conditions and government COVID-19 emergency measures. Fair value remeasurements will have no cumulative impact on earnings over the life of the contract. The impact on year-to-date earnings was a loss of $7 million compared to a loss of $3 million for the first six months of 2019.

Finance expense for the quarter was lower than the previous quarter but higher when comparing the first six months of the year to the same period of last year. Although cash flows improved during the current quarter, our average borrowings on our line of credit were higher compared to the previous year, which more than offset lower variable borrowing rates.

The results of the current quarter include an income tax expense of $19 million compared to a recovery of $3 million in the previous quarter and a recovery of $45 million in the second quarter of 2019. The effective tax rate was 28% in the current quarter compared to negative 33% in the previous quarter and 44% in the second quarter of 2019. Note 11 to the Financial Statements provides a reconciliation of income taxes calculated at the statutory rate to the income tax expense.

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Discussion & Analysis by Product Segment

Lumber Segment

($ millions unless otherwise indicated)

	Q2-20			Q1-20			YTD-20			Q2-19			YTD-19
Lumber Segment Earnings
Sales
Lumber		856			736			1,592			828			1,552
Wood chips and other residuals		91			89			180			104			205
Logs and other		29			39			68			20			52
		976			864			1,840			952			1,809
Cost of products sold		(655	)		(609	)		(1,264	)		(740	)		(1,361	)
Freight and other distribution costs		(130	)		(110	)		(240	)		(138	)		(249	)
Selling, general and administration		(35	)		(39	)		(74	)		(35	)		(76	)
Adjusted EBITDA1		156			106			262			39			123
Export duties		(42	)		(35	)		(77	)		(51	)		(83	)
Amortization		(48	)		(52	)		(100	)		(48	)		(98	)
Restructuring and impairment charges		—			—			—			(26	)		(26	)
Operating earnings		66			19			85			(86	)		(84	)
Finance expense		(10	)		(13	)		(23	)		(9	)		(16	)
Other		(5	)		16			11			(3	)		(6	)
Earnings before tax		51			22			73			(98	)		(106	)
SPF (MMfbm)
Production		754			793			1,547			880			1,694
Shipments		884			699			1,583			1,013			1,807
SYP (MMfbm)
Production		670			708			1,378			656			1,304
Shipments		707			727			1,434			673			1,323
Benchmark prices (per Mfbm)
SPF #2 & Better 2x42 - US$		357			399			378			333			353
SPF #3 Utility2 - US$		311			314			313			284			303
SYP #2 West 2x43 - US$		433			370			402			371			387
SPF #2 & Better 2x4 - CAD$4		495			537			516			445			471
SPF #3 Utility - CAD$4		431			422			427			380			404
SYP #2 West 2x4 - CAD$4		600			498			549			496			516

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Random Lengths - Net FOB mill.

3. Source: Random Lengths - Net FOB mill Westside.

4. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

Sales and Shipments

SYP lumber sales prices for most grades of lumber were higher than all comparative periods. SPF prices improved compared to the second quarter and first six months of 2019 but were unfavorable compared to the first quarter of 2020. A weaker Canadian dollar relative to the U.S. dollar for all comparative periods also resulted in increased sales revenue. The price variance resulted in an increase in Adjusted EBITDA of $23 million compared to the previous quarter, $67 million compared to the second quarter of 2019, and $92 million compared to the first six months of 2019.

By the end of the second quarter, both SPF and SYP inventory levels had decreased, as customer demand was stronger than we forecasted when our production curtailment decisions were made at the onset of COVID-19 .

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SYP shipment volumes were higher than the comparative periods of 2019 due to high product demand for use in the repair and remodelling sector and increased production from capital spent in the prior year. The comparative periods of 2019 were also affected by significant wet weather in the U.S. South that resulted in some temporary reductions in production and reduced demand.

SPF shipment volumes were higher than the previous quarter due to improved transportation as delayed shipments from the Canadian rail blockades in the first quarter were resolved, and offshore shipments of SPF significantly increased due to improved demand from China. Shipments to China were low in the first quarter due to Chinese national holidays and COVID-19 economic curtailments in China. SPF shipment volumes were lower than the second quarter of 2019 and the first six months of 2019 in-line with market demand, which affected the early part of the second quarter more significantly, and as a result of our reduced capacity in B.C. from closures and shift eliminations implemented in 2019.

SPF Sales by Destination

MMfbm	Q2-20		Q1-20		YTD-20		Q2-19		YTD-19
U.S.		491		449		940		629		1,070
Canada		165		132		297		195		369
China		175		87		262		145		290
Other		53		31		84		44		78
		884		699		1,583		1,013		1,807

Wood chip and residual sales were comparable to the previous quarter but lower compared to the comparative periods of 2019 due to lower lumber SPF production as a result of temporary and permanent curtailments.

Costs and Production

Cost of products sold increased compared to the previous quarter as shipments of both SPF and SYP increased. Cost of products sold compared to the first six months of 2019 was lower in-line with reduced shipments and as a result of better fibre and production costs. Cost of products sold includes the impact of inventory write-downs.

In 2019, we permanently eliminated capacity at certain B.C. mills. The impact of those actions was a reduction in annual capacity of approximately 600 MMfbm which had a carryover impact of 150 MMfbm in each of the first two quarters of 2020 and 300 MMfbm year to date. We also implemented temporary SPF curtailments in both the current and comparative periods in response to market demand, high log costs, and log supply constraints as noted in the table below.

SYP was also temporarily curtailed at the end of March through April 2020, resulting in lower production of approximately 40 MMfbm compared to the previous quarter. Compared to the second quarter and first six months of 2019, SYP production was higher, as 2019 had severe wet weather, particularly in Arkansas and Texas, which resulted in log shortages and production curtailments. Capital improvements made in prior years are also having a positive impact on the production of SYP, and, as a result, we have decreased our SYP manufacturing costs compared to 2019.

The following table shows the estimated amount of forgone production from the temporary curtailments.

Production impacts (MMfbm)	Q2-20		Q1-20		YTD-20		Q2-19		YTD-19
SPF		110		30		140		50		112
SYP		60		20		80		—		—
Temporary curtailments		170		50		220		50		112

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SPF purchased log costs declined compared to the second quarter and first six months of 2019, primarily due to industry-wide temporary and permanent closures, which reduced demand for sawlogs, and we had a disciplined approach to log procurement costs. SYP log costs were relatively stable over the comparative periods, although there was a temporary increase in the second quarter of 2019 due to weather-related log delivery constraints.

Freight and other distribution costs trended with the changes in shipment volumes.

Export duties were higher than in the previous quarter due to higher shipment volumes, offset partially by lower SPF sales prices. The opposite is true when comparing the current periods to the second quarter and the first half of 2019. Also affecting the expense is a lower estimated antidumping duty rate of 2.27% for the first six months of 2020 compared to 4.20% for the same period of 2019.

During the second quarter of 2019, we recorded a $26 million restructuring and impairment charge related to the permanent closure of our Chasm, B.C. lumber mill.

As a consequence of the items discussed above, Adjusted EBITDA increased by $50 million compared to the previous quarter, $117 million compared to the second quarter of 2019 and $139 million compared to the first six months of 2019. The following table shows the Adjusted EBITDA variance for each comparative period.

($ millions)	Q1-20 to Q2-20		Q2-19 to Q2-20		YTD-19 to YTD-20
Adjusted EBITDA - Comparative period		106		39		123
Price		23		67		92
Volume		7		4		(1	)
Other costs		20		46		48
Adjusted EBITDA - Current period		156		156		262

Discussions on finance expenses are included above under the section called “Other Non-Operational Items” in this MD&A. Fluctuations in other income were due to foreign exchange revaluations on our Canadian lumber U.S. dollar-denominated working capital.

Softwood Lumber Dispute

Our 2019 MD&A included in our 2019 Annual Report provides additional details of the softwood lumber dispute.

Developments in Countervailing (“CVD”) and Antidumping (“ADD”) rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first AR, as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1, as shown in the table below. On July 21, 2020, the USDOC issued a new tolling memorandum which extends the finalization of the AR1 duty rates until November 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized in November of 2020. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of $93 million for the POI covered by AR1. This would be in addition to the Canadian $95 million

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receivable balance already recorded on our balance sheet at June 30, 2020. If these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

On January 1, 2020, we entered AR3 for POI January 1 to December 31, 2020. For the six months ended June 30, 2020, we expensed ADD at the West Fraser Estimated Rate of 2.27% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate, and the West Fraser Estimated ADD Rate for each period are as follows:

Effective dates for CVD	Cash Deposit Rate			Revised  Rate2 (4-Dec-17)			AR1 Preliminary  Rate3 (3-Feb-20)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - June 30, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017, until the Revised Rate was published by the USTIC.

2. On December 4, 2017, the USDOC Revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (4-Dec-17)			AR1 Preliminary rate3 (3-Feb-20)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%
AR3 POI
January 1, 2020 - June 30, 2020		5.57	%		5.57	%		n/a	5		2.27	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC Revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

AR2 and AR3

AR2 covers the POI from January 1 , 2019 through December 31, 2019. The USDOC commenced AR2 during the second quarter of 2020. AR3 covers the POI from January 1, 2020 through December 31, 2020 and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD

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and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Panels Segment

($ millions unless otherwise indicated)

	Q2-20			Q1-20			YTD-20			Q2-19			YTD-19
Panels Segment Earnings
Sales
Finished products		116			134			250			152			301
Wood chips and other residuals		3			4			7			5			10
Logs and other		2			2			4			2			3
		121			140			261			159			314
Cost of products sold		(82	)		(110	)		(192	)		(126	)		(243	)
Freight and other distribution costs		(12	)		(15	)		(27	)		(17	)		(32	)
Selling, general and administration		(7	)		(7	)		(14	)		(6	)		(14	)
Adjusted EBITDA1		20			8			28			10			25
Amortization		(3	)		(4	)		(7	)		(3	)		(7	)
Operating earnings		17			4			21			7			18
Finance expense		(1	)		(1	)		(2	)		(2	)		(3	)
Other		7			—			7			—			—
Earnings before tax		23			3			26			5			15
Plywood (MMsf 3/8” basis)
Production		158			198			356			211			422
Shipments		172			192			364			215			413
MDF (MMsf 3/4” basis)
Production		42			55			97			58			111
Shipments		45			54			99			58			112
LVL (Mcf)
Production		326			494			820			503			999
Shipments		375			485			860			550			1,081
Benchmark prices (per Msf)
Plywood (3/8” basis)2 - CAD$		470			438			454			454			481

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Crow’s Market Report - Delivered Toronto.

Our panels segment includes our plywood, MDF, and LVL operations.

Sales and Shipments

Panels sales declined compared to the previous quarter and second quarter of 2019 as lower plywood, MDF, and LVL shipment volumes offset higher plywood pricing. Panels sales declined compared to the first six months of 2019 due to lower plywood sales prices and lower shipment volumes for all products.

Shipment volumes for all products were lower than all comparative periods in-line with lower levels of demand due to COVID-19 related economic impacts. Plywood sales recovered early in the second quarter, and shortages in the supply chain resulted in increased pricing as the quarter progressed.

Costs and Production

Freight and other distribution costs and cost of products sold in our panels segment decreased in-line with changes in shipment volumes. Log costs for the current year were lower compared to the same periods in 2019, as

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industry-wide temporary and permanent closures led to a moderating of log costs, and we had a disciplined approach to log procurement costs.

The current quarter cost of products sold was also positively affected by the recognition of a $7 million business interruption insurance settlement for the 2016 WestPine MDF fire. This settlement also included another $7 million of insurance proceeds related to the involuntary disposal of equipment recognized in other income.

Plywood production was partially curtailed at the end of March until mid-May, resulting in lower production of approximately 40 Msf compared to the previous quarter. MDF and LVL production curtailments in the form of reduced operating schedules continued throughout the second quarter.

As a consequence of the items discussed above, Adjusted EBITDA increased by $12 million compared to the previous quarter, by $10 million compared to the second quarter of 2019 and by $3 million compared to the first six months of 2019. The business interruption insurance proceeds accounted for $7 million of this increase.

Discussions on finance expenses are included above under the section called “Other Non-Operational Items” in this MD&A. Fluctuations in other income were due to the $7 million WestPine insurance proceeds settled in the quarter.

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Pulp & Paper Segment

($ millions unless otherwise indicated)

	Q2-20			Q1-20			YTD-20			Q2-19			YTD-19
Pulp & Paper Segment Earnings
Sales		219			221			440			242			510
Cost of products sold		(157	)		(157	)		(314	)		(183	)		(387	)
Freight and other distribution costs		(42	)		(43	)		(85	)		(41	)		(85	)
Selling, general and administration		(10	)		(10	)		(20	)		(11	)		(20	)
Adjusted EBITDA1		10			11			21			7			18
Amortization		(11	)		(11	)		(22	)		(11	)		(21	)
Operating earnings		(1	)		—			(1	)		(4	)		(3	)
Finance expense		(2	)		(2	)		(4	)		(2	)		(5	)
Other		(2	)		4			2			—			—
Earnings before tax		(5	)		2			(3	)		(6	)		(8	)
BCTMP (Mtonnes)
Production		169			166			335			165			329
Shipments		165			163			328			175			353
NBSK (Mtonnes)
Production		113			116			229			111			210
Shipments		108			117			225			101			219
Newsprint (Mtonnes)
Production		25			24			49			28			57
Shipments		26			28			54			29			51
Benchmark price (per tonne)
NBSK U.S. Spot - US$2		658			630			644			683			732
NBSK China - US$3		572			573			573			642			671
Newsprint - US$4		640			669			655			736			749
NBSK U.S. Spot - CAD$5		912			847			879			914			976
NBSK China - CAD$5		792			771			782			859			895
Newsprint - CAD$5		887			900			894			985			999

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Resource Information Systems, Inc. – U.S. spot price delivered U.S.

3. Source: Resource Information Systems, Inc. – China net price, delivered China. The China net price is the average of the North America and Scandinavia NBSK price.

4. Source: Resource Information Systems, Inc. – Newsprint 27.7-lb East, delivered.

5. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. benchmark price.

The pulp & paper segment includes our NBSK, BCTMP, and newsprint businesses.

Sales and Shipments

Sales were similar to the previous quarter as increased Canadian dollar pulp prices were offset by lower net shipment volumes and newsprint prices. Sales were lower than the comparative periods of 2019 due to lower pulp and newsprint prices and lower net shipment volumes, partially offset by a weaker Canadian dollar relative to the U.S. dollar.

Pulp demand was robust during the quarter as increases in the paperboard and tissue market offset the drop in demand for printing and writing paper. However, sawmill curtailments caused a temporary fibre shortage in B.C., which in turn required the temporary curtailment of our Cariboo NBSK pulp mill. As such, pulp shipments declined due to lower production volumes, and a delayed vessel sailing from 2018 impacted BCTMP shipments in the first

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half of 2019. Newsprint demand continued to decline, so we temporarily reduced production to match expected shipment volumes.

Costs and Production

BCTMP production was relatively stable for all the comparable periods. Our Cariboo NBSK pulp mill was temporarily shut down for four weeks during the quarter in response to low fibre availability, and we extended the shut by 12 days to complete the annual maintenance outage. The total impact of this shutdown was approximately 19,000 tonnes of lower production during the quarter. The first six months of 2019 included a major maintenance shutdown at both of our NBSK mills with Hinton pulp in the first quarter and Cariboo pulp in the second quarter. Also, Hinton pulp had an additional unplanned outage in the first quarter of 2019.

Our cost of products sold was similar to the previous quarter as higher fibre costs offset the slightly lower net shipment volumes. Our cost of products sold was lower than the comparative periods of 2019, primarily due to significantly lower maintenance costs at our NBSK mills and lower fibre and energy costs for the segment.

Freight and other distribution costs trended with shipment volumes over all the comparative periods.

As a consequence of the items discussed above, Adjusted EBITDA decreased by $1 million compared to the previous quarter, increased by $3 million compared to both the second quarter and first six months of 2019.

Discussions on finance expenses included above under the section called “Other Non-Operational Items” in this MD&A. Fluctuations in other income were due to foreign exchange revaluations on our pulp & paper U.S. dollar-denominated working capital.

Business Outlook

Operations

The potential remains that shipments and production could be negatively affected over the coming months due to the COVID-19 pandemic’s impact on the supply chain and market demand. Demand for lumber and plywood products has been more resilient than initially expected at the onset of the pandemic. Repair and renovation spending appears to be having a significant and positive impact on demand, particularly for products used in treated wood applications. It is not possible at this time to anticipate how long this will continue. It is believed that inventory levels at our customers were actively reduced at the onset of the pandemic, and it is taking time to rebuild inventory in the supply chain. As previously announced, we were operating below capacity in SPF, SYP, and plywood at the start of the quarter but have resumed full production schedules at most operations. Given the uncertainties, we are not providing any further guidance on production volume for the balance of the year.

Over the balance of the year, our operating strategy will be to manage production schedules and lumber inventory levels to available demand. It is not possible to predict at this time what impact, if any, the resumption of industry-wide lumber production in B.C. may have on log costs in the B.C. interior. We anticipate that the resumption of our 2020 harvesting and hauling activities will be slightly delayed, given the reductions in log consumption from curtailed production. We expect log cost inflation in the U.S. South to be limited.

In our panels segment, demand appears steady at this time through the end of the third quarter.

We completed our maintenance shutdown at our Cariboo Pulp joint operation during the downtime in May. We are planning to take a maintenance shutdown at our Hinton pulp mill in the fourth quarter of 2020, which will impact production by approximately 10,000 tonnes. Our ability to operate our pulp mills on a full schedule is, in part, dependent on the availability of economic residual fibre, which can be negatively impacted by lower sawmill production.

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We continue to plan for the potential ongoing impact of the COVID-19 pandemic on our balance sheet and financial position, including reviewing our capital expenditure plans and managing working capital investments. We are continuously reviewing all operating expenses for opportunities to reduce spending.

Markets

The most significant market for our lumber is the U.S., and our products are used in new residential construction, repair and remodelling, and industrial uses. Recent statistics have indicated a rebound in homebuilder activity. Repair and remodelling has been stronger than was expected at the start of the COVID-19 pandemic. Demand for SYP and SPF appears to be robust at least through the third quarter.

On a year-to-date basis, our lumber exports to Asia have tracked in line with historical trends and changes in production year over year. We expect demand in China to ease over the next quarter as European supply to the Chinese market has been increasing and demand for SPF has been tempered.

Canadian softwood lumber exports to the U.S. have been the subject of trade disputes and managed trade arrangements for the last several decades. Countervailing and antidumping duties have been in place since April of 2017, and we are required to make deposits in respect of these duties. Whether and to what extent we can realize a selling price to fully recover the impact of duties payable will largely depend on the strength of demand for softwood lumber. If duties can be passed through to consumers, in whole or in part, the price of Canadian softwood lumber will increase (although the increase will not necessarily be for the benefit of Canadian producers). This in turn, could cause the price of SYP lumber to increase as well, but it would not be subject to the duty. Regardless of the commodity price, export duties on SPF shipments to the U.S. remain a cost to our Company to the extent we cannot pass on the cost through increased selling prices. The finalization of the duty rates for the first AR period has been delayed until November 2020. The timing and extent of an adjustment to the preliminary rate, as published on February 3, 2020, is not possible to estimate, nor is the impact of changes in duty rates on the price of lumber.

The major component of our panels segment is plywood, which is sold mainly in Canada and is influenced by levels of home construction, repair and renovation, and industrial activity. These markets were negatively impacted by the COVID-19 outbreak at the beginning of the quarter but recovered strongly since economies started to reopen.

We are anticipating that pulp markets may experience some stress in the near term as a result of decreased demand for pulp used in the manufacture of printing and writing products, which appears to have been accelerated by the shift to working from home and other economic impacts of COVID-19.

Cash Flows

We are anticipating levels of operating cash flows and available liquidity to support between $200 and $250 million of capital spending in 2020 as well as to continue to support dividend and interest payments. The revised spending program is largely directed to the completion of expected high-return carryover projects and maintenance of the business. The reductions in capital spending will not compromise our commitment to safety or environmental regulations. We have paid a dividend every quarter since we became a public company in 1986. We intend to preserve sufficient liquidity to be able to take advantage of strategic growth opportunities that may arise.

Since the onset of the COVID-19 pandemic, governments in both Canada and the U.S. at all levels have enacted various payment deferral mechanisms to address the near-term cash flow implications from reduced business activities. These mechanisms include the temporary deferral of payments on income, payroll, and other taxes, as well as temporary deferrals of the payment of other fees and assessments. The duration of these deferrals lasts from three months to two years. We have utilized a number of these deferral programs, which has positively impacted cash flow and working capital in the second quarter. Most of these programs will unwind over the balance of the year.

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We are authorized under our normal course issuer bid (“NCIB”), which expires in September of 2020, to purchase up to 3,318,823 Common shares of the Company, representing approximately 5% of the issued and outstanding Common shares of the Company.

Capital Structure and Liquidity

Our capital structure consists of Common share equity and long-term debt, and our liquidity includes our operating facilities.

Operating Borrowing Facilities

On June 30, 2020, our operating facilities consisted of an $850 million committed revolving credit facility, a $150 million committed revolving credit facility with a two-year term, a $34 million (US$25 million) demand line of credit dedicated to our U.S. operations, and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On June 30, 2020, $361 million was outstanding under our revolving credit facility.

We also have credit facilities totalling $130 million dedicated to the issuance of letters of credit, of which US$15 million is committed to our U.S. operations. On June 30, 2020, our letter of credit facilities supported $59 million of open letters of credit.

All debt is unsecured except the $8 million joint newsprint operation demand line of credit, which is secured by that joint operation’s current assets.

Material Long-term Debt

In October 2014, we issued US$300 million of fixed-rate senior unsecured notes, bearing interest at 4.35% and due October 2024, pursuant to a private placement in the U.S. The notes are redeemable, in whole or in part, at our option at any time.

In August 2017, we were advanced a US$200 million 5-year term loan that, with the July 2019 extension, matures on August 25, 2024. Interest is payable at floating rates based on Base Rate Advances or LIBOR Advances at our option. This loan is repayable at any time, in whole or in part, at our option and without penalty but cannot be redrawn after payment.

On March 9, 2020, we extended the duration of our US$100 million notional interest rate swap from August 2022 to August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024.

On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

Equity

Our outstanding Common share equity consists of 66,392,503 Common shares and 2,281,478 Class B Common shares for a total of 68,673,981 shares issued and outstanding as of July 27, 2020.

Our Class B Common shares are equal in all respects to our Common shares, including the right to dividends and the right to vote, and are exchangeable on a one-for-one basis for Common shares. Our Common shares are listed for trading on the Toronto Stock Exchange while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

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Share Buybacks

On September 17, 2019, we renewed our NCIB allowing us to acquire an additional 3,318,823 Common shares for cancellation until the expiry of the bid on September 19, 2020. The following table shows our purchases under various NCIB programs since the start of the program in 2013.

(number of common shares and price per share)

NCIB period	Common Shares		Average Price
September 19, 2018 to September 18, 2019
September 19, 2018 to December 31, 2018		2,230,436	$	70.05
January 1, 2019 to September 18, 2019		1,178,400	$	68.30
September 19, 2019 to June 30, 2020		—		—
September 17, 2013 to June 30, 2020		17,226,864	$	66.05

Share Options

As of July 27, 2020, 1,360,163 share purchase options were outstanding, with exercise prices ranging from $23.68 to $85.40 per Common share.

Defined Benefit Pension Plans

The funded position of our defined benefit pension plans and other retirement benefit plans is estimated at the end of each period. The funded position, as shown in Note 8 to our Financial Statements, is determined by subtracting the value of the plan assets from the plan obligations. During the quarter, we recorded in other comprehensive earnings an after-tax actuarial loss of $161 million, compared to a gain of $90 million in the previous quarter and a loss of $36 million in the second quarter of 2019. The current quarter loss reflects a 1.25% decrease in the discount rate compared to the previous quarter, partially offset by the return on plan assets.

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Summary of Financial Position

($ millions, except as otherwise indicated)

	Q2-20			Q4-19			Q2-19
Cash and short-term investments		127			16			16
Current assets		1,198			1,147			1,246
Current liabilities		800			837			733
Ratio of current assets to current liabilities		1.5			1.4			1.7
Available liquidity
Cash and short-term investments		127			16			16
Operating lines available (excluding newsprint operation1)		1,034			882			633
		1,161			898			649
Cheques issued in excess of funds on deposit		—			(16	)		(36	)
Borrowings on operating lines		(361	)		(377	)		(248	)
Available liquidity2		800			505			365
Debt
Operating loans		361			377			248
Current and long-term lease obligation		10			11			12
Current and long-term debt		695			663			668
Interest rate swaps3		10			3			3
Open letters of credit3		59			61			61
Total debt		1,135			1,115			992
Cash and short-term investments		(127	)		(16	)		(16	)
Open letters of credit3		(59	)		(61	)		(61	)
Interest rate swaps3		(10	)		(3	)		(3	)
Cheques issued in excess of funds on deposit		—			16			36
Net debt		939			1,051			948
Shareholders’ equity		2,470			2,474			2,621
Total debt to total capital4		32	%		31	%		28	%
Net debt to total capital4		28	%		30	%		27	%

1. Excludes $8 million demand line of credit dedicated to our jointly owned newsprint operation as West Fraser cannot draw on it. Operating lines available includes a US$25 million demand line of credit translated at the balance sheet date foreign exchange rate.

2. See section “Non-IFRS Measures” in this MD&A.

3. Letters of credit facilities and the fair value of interest rate swaps are part of the total debt calculation for our bank covenants.

4. Total capital is total debt or net debt plus shareholders’ equity.

Debt Ratings

We are considered investment grade by three leading rating agencies. In April 2020, both Moody’s and Standard & Poor’s revised our outlook from stable to negative, and Dominion Bond Rating Service from positive to stable. The ratings are included in the below table and are as of July 27, 2020.

Agency	Rating	Outlook
Dominion Bond Rating Service	BBB(low)	Stable
Moody’s	Baa3	Negative
Standard & Poor’s	BBB-	Negative

These ratings are not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the rating agencies.

- 19 -

Cash Flow

Our cash requirements, other than for operating purposes, are primarily for interest payments, repayment of debt, additions to property, plant, equipment and timber, acquisitions, and payment of dividends. In normal business cycles and years without a major acquisition or debt repayment, cash on hand and cash provided by operations have typically been sufficient to meet these requirements.

Cash Flow Statement

($ millions - cash provided by (used in))

	Q2-20			Q1-20			YTD-20			Q2-19			YTD-19
Operating Activities
Earnings		48			12			60			(58	)		(63	)
Amortization		65			70			135			63			128
Restructuring and impairment charges		—			—			—			26			26
Finance expense		13			16			29			13			24
Exchange (gain) loss on long-term financing		3			(6	)		(3	)		2			3
Exchange (gain) loss on export duty deposits		3			(7	)		(4	)		1			3
Export duty deposits		(2	)		(8	)		(10	)		1			(4	)
Post-retirement expense		25			25			50			20			41
Contributions to post-retirement plans		(16	)		(13	)		(29	)		(21	)		(38	)
Income tax provision (recovery)		19			(3	)		16			(45	)		(46	)
Income taxes received (paid)		90			(1	)		89			(18	)		(95	)
Reforestation & decommissioning obligations		(13	)		24			11			(11	)		6
Other		(12	)		5			(7	)		4			6
Changes in accounts receivable		(26	)		(65	)		(91	)		26			(23	)
Changes in inventories		280			(195	)		85			240			60
Changes in prepaid expenses		(9	)		(4	)		(13	)		(12	)		(16	)
Changes in payables and accrued liabilities		(29	)		28			(1	)		(44	)		(53	)
		439			(122	)		317			187			(41	)
Financing Activities
Debt and operating loans		(325	)		308			(17	)		(81	)		185
Financing expense paid		(16	)		(9	)		(25	)		(16	)		(21	)
Dividends		(14	)		(14	)		(28	)		(14	)		(28	)
Repurchases of Common shares		—			—			—			(31	)		(81	)
Other		1			(1	)		—			(1	)		(1	)
		(354	)		284			(70	)		(143	)		54
Investing Activities
Additions to capital assets		(60	)		(59	)		(119	)		(82	)		(190	)
Other		2			6			8			13			13
		(58	)		(53	)		(111	)		(69	)		(177	)
Change in cash		27			109			136			(25	)		(164	)

Operating Activities

The table above shows the main components of cash flows used for or provided by operating activities for each comparative period. The significant factors affecting the comparison were improved earnings, inventory changes, and income tax receipts (payments).

The current quarter inventory change was primarily due to the curtailment of logging activities that occurs in the second quarter of each year, but also from a decrease in lumber and plywood inventories. During the first quarter of each year, log inventories for our Canadian operations are accumulated to sustain sawmill and plywood

- 20 -

operations during the second quarter when logging is curtailed due to wet and inaccessible land conditions. Lumber and plywood inventory declined in the quarter as we continued to ship products during our temporary curtailments.

We received an income tax refund of $90 million during the quarter, primarily related to our Canadian loss carry-back request from our 2019 tax returns. Installments for fiscal 2020 have remained low as our U.S. operations have tax loss carry-forwards to absorb before payments are required, and Canadian rules allow the majority of the payments to be made in February 2021. We made income tax payments of $95 million in the first six months of 2019, of which $36 million was the final Canadian income tax payment for fiscal 2018.

Financing Activities

As a result of improved operating earnings, tax refunds, payment deferrals, and a reduction in working capital during the quarter, we have repaid $325 million of our operating loan and increased cash by $27 million.

The weighted average interest rate on our outstanding borrowings at June 30, 2020, was 3.24%, after giving effect to the interest rate swaps.

Canadian and U.S. governments enacted various COVID-19 payment deferral programs for taxes and fees to help businesses with short-term liquidity issues as a result of the economic disruptions that arose from the voluntary and mandated business closures, travel bans, social distancing, and quarantine periods. As of June 30, 2020, we had approximately $40 million of deferred payments. The majority of these will unwind by the end of the year, with some U.S. payroll tax deferrals carrying forward to 2022.

We also returned $14 million to our shareholders through dividend payments during the quarter.

Investing Activities

Cash flows used for investing activities in the quarter related primarily to capital asset additions. Capital additions for the first six months of the year were $102 million for our lumber segment, $9 million for our panels segment, $6 million for our pulp & paper segment, and $2 million for our corporate segment.

Significant Changes to Contractual Obligations

Our material contractual obligations remain substantially unchanged from those described in our 2019 annual MD&A and annual audited consolidated financial statements, except as follows:

On March 9, 2020, we extended the duration of our interest rate swap from August of 2022 to August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024.

On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

On April 9, 2020, we obtained an additional $150 million committed revolving credit facility with a two-year term. The new credit facility is available for general corporate purposes and is on substantially similar terms to the existing $850 million credit facility.

Significant Management Judgments Affecting Financial Results

For a review of significant management judgments affecting financial results and critical accounting estimates, see the 2019 annual MD&A, which is included in our 2019 Annual Report and under the title “Recent Developments—COVID-19” in this MD&A.

- 21 -

Controls and Procedures

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to our Company is gathered and reported to senior management, including the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer. The information must be presented on a timely basis so that appropriate decisions can be made regarding public disclosure.

Internal Control over Financial Reporting

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with IFRS.

There has been no change in the design of our internal control over financial reporting during the three months ended June 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Risks and Uncertainties

Our Company is subject to a number of risks and uncertainties. Risks and uncertainties are included in our 2019 annual MD&A in our 2019 Annual Report and under the title “Recent Developments – COVID-19” in this MD&A.

Additional Information

Additional information relating to our Company, including our Company’s Annual Information Form, is available on our website at www.westfraser.com and SEDAR at www.sedar.com.

- 22 -

EX-99.35

Exhibit 99.35

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Raymond W. Ferris, President and Chief Executive Officer of West Fraser Timber Co. Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of West Fraser Timber Co. Ltd. (the “issuer”) for the interim period ended June 30, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 “N/A”

5.3 “N/A”

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 27, 2020

/s/ Raymond W. Ferris

Raymond W. Ferris

President and Chief Executive Officer

2

EX-99.36

Exhibit 99.36

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Christopher A. Virostek, Vice-President, Finance and Chief Financial Officer of West Fraser Timber Co. Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of West Fraser Timber Co. Ltd. (the “issuer”) for the interim period ended June 30, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 “N/A”

5.3 “N/A”

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 27, 2020

/s/ Christopher A. Virostek

Christopher A. Virostek

Vice-President, Finance and Chief Financial Officer

2

EX-99.37

Exhibit 99.37

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Phone: (604) 895-2700 www.westfraser.com

West Fraser Timber Co. Ltd.

(“WFT”)

Dividend Notice

VANCOUVER, Sept. 9, 2020 /CNW/ - The Board of Directors of West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX: WFT) has declared a quarterly dividend of $0.20 per share on the Common shares and Class B Common shares in the capital of the Company, payable on October 14, 2020 to shareholders of record on September 30, 2020.

Dividends are designated to be eligible dividends pursuant to subsection 89(14) of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/September2020/09/c7652.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 09-SEP-20

EX-99.38

Exhibit 99.38

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Phone: (604) 895-2700 www.westfraser.com

West Fraser Timber Co. Ltd.

(“WFT”) -

Notice of Third Quarter Results Conference Call

VANCOUVER, BC, Sept. 29, 2020 /CNW/ - West Fraser (TSX: WFT) will hold an analysts’ conference call to discuss third quarter 2020 financial and operating results on Tuesday, October 27, 2020 at 8:30 a.m. Pacific Time/11:30 a.m. Eastern Time.

To participate in the call, please dial:

1-888-390-0605 (Toll-free North America)

Please let the operator know you wish to participate in the West Fraser conference call chaired by Mr. Ray Ferris, President and Chief Executive Officer.

Following management’s discussion of the quarterly results, the analyst community will be invited to ask questions.

The call will be recorded for webcasting purposes and will be available on our website at www.westfraser.com. West Fraser’s third quarter 2020 financial and operating results will be released on Monday, October 26, 2020.

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/September2020/29/c8438.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 29-SEP-20

EX-99.39

Exhibit 99.39

858 Beatty Street Suite 501 Vancouver, B.C. Canada V6B 1C1 Phone: (604) 895-2700 www.westfraser.com

West Fraser Announces Third Quarter 2020 Results

VANCOUVER, BC, Oct. 26, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX: WFT) today reported results for the third quarter of 2020. All dollar amounts in this news release are expressed in Canadian dollars.

Third Quarter Highlights

• Sales increased by 32% to $1,690 million in the quarter.

• Adjusted EBITDA increased to $605 million from $184 million in the second quarter.

• Cash flow from operations of $613 million for the third quarter and $930 million year to date.

• Available liquidity improved by $546 million to $1,346 million from June 30, 2020, revolving credit facility repaid in the quarter.

• Growth and margin improvement in the U.S. South as investments continue to show results.

Results Compared to Previous Periods

($ millions except earnings per share (“EPS”)

	Q3-20		Q2 - 20		YTD-20		Q3 - 19			YTD-19
Sales		1,690		1,276		4,161		1,190			3,748
Adjusted EBITDA1		605		184		916		55			221
Operating earnings		487		83		583		(54	)		(128	)
Earnings		350		48		410		(45	)		(108	)
Basic EPS ($)		5.09		0.70		5.97		(0.65	)		(1.57	)
Adjusted earnings1		386		79		493		(15	)		(10	)
Adjusted basic EPS1 ($)		5.63		1.13		7.19		(0.22	)		(0.15	)

1. Throughout this news release, reference is made to Adjusted EBITDA, Adjusted earnings, Adjusted basic earnings per share, and liquidity (collectively “Non-IFRS measures”). For information on these Non-IFRS measures see below under the heading “Non-IFRS Measures”.

Operational Results

Our lumber segment generated operating earnings in the quarter of $454 million (Q2-20 - $66 million) and Adjusted EBITDA of $552 million (Q2-20 - $156 million). The improvement was due primarily to higher lumber prices and SYP shipment volumes, partially offset by lower SPF shipment volumes. Higher lumber prices increased Adjusted EBITDA by $424 million compared to the previous quarter. The combination of lower manufacturing costs, increases in variable compensation expense, and slightly lower shipment volumes resulted in a $28 million offset to Adjusted EBITDA. Our lumber segment operated near capacity during the current quarter compared with the second quarter where temporary curtailments reduced SPF and SYP production by approximately 170 MMfbm.

Our panels segment generated operating earnings in the quarter of $47 million (Q2-20 - $17 million) and Adjusted EBITDA of $51 million (Q2-20 - $20 million). Increased plywood pricing and robust plywood demand positively impacted the panels segment earnings for the quarter. The positive price and volume variance increased Adjusted EBITDA by $33 million compared to the previous quarter. The WestPine insurance claim related to the 2016 fire at this MDF facility was settled in the second quarter resulting in a $7 million benefit recorded in cost of products sold from business interruption insurance and an additional $7 million from proceeds on the involuntary disposal of equipment recorded in other income. Our plywood facilities operated near capacity during the current quarter, while the second quarter included temporary plywood curtailments of approximately 50 MMsf.

Our pulp & paper segment generated operating earnings in the quarter of negative $5 million (Q2-20 - negative $1 million) and Adjusted EBITDA of $5 million (Q2-20 - $10 million). Lower pulp and newsprint prices offset improved shipping volumes, and per-unit manufacturing costs benefits resulting in a net decrease in Adjusted EBIDTA compared to the previous quarter. Our Cariboo

NBSK mill was temporarily shutdown during the second quarter in response to low fibre availability and to complete the annual maintenance outage resulting in 19,000 tonnes of lower production.

Outlook

Throughout the third quarter, demand for lumber and plywood products remained strong, resulting in higher product prices. Repair and renovation activity and related demand also continued to trend positively. Housing market indicators, including new home starts, available for sale inventory, and mortgage rates, support the continued expectation of healthy demand for wood products. Despite recent volatility, the longer-term outlook for growth in wood products consumption appears favourable.

Our lumber and plywood facilities are operating at as close to full capacity as possible to meet market demand.

Pulp markets are anticipated to experience some stress in the near term due to decreased demand for pulp used in printing and writing products, which has been accelerated by several factors, including the shift in advertising from paper to digital media and the economic impact of COVID-19. The restart of our Hinton pulp facility following the major maintenance shutdown will be delayed and forth quarter production is expected to be impacted by 24,000 tonnes. Our Quesnel BCTMP mill is scheduled for downtime for capital installation in the fourth quarter, resulting in approximately 11,000 lost production tonnes.

Quarter end available liquidity was $1,346 million, and our balance sheet is well prepared to face potential volatility that may exist in our markets over the coming quarters. The benefits of our modernization program at our mills in the U.S. South are yielding results with improvements in capacity, grade, and recovery.

Administrative Review (“AR”) 1 Duty Rates

On October 7, 2020, the U.S. Department of Commerce (“USDOC”) indicated that it expects to finalize AR1 duty rates on November 23, 2020. West Fraser will continue to remit cash deposits at a combined duty rate of 23.56% until the new rates are finalized. The preliminary AR1 rates of 9.08%, which were published on February 3, 2020, may be different when finalized in November 2020. Cash deposits at the new duty rates will commence when the AR1 rates are finalized.

The USDOC has commenced AR2 for the 2019 fiscal period. It is unclear when the USDOC will finalize the AR2 rates, given the tolling delay of all administrative reviews in 2020.

Risks and Uncertainties

Given the continuing and dynamic nature of the COVID-19 pandemic, it is challenging to predict the ongoing impact on the Company’s business. The extent of such impact will depend on future developments, which are highly uncertain, including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the spread and severity of COVID-19 and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including its effect (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our supply chain, market pricing and customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, the valuation of long-lived assets, and operating results.

Additional risk disclosures are included under the heading “Risks and Uncertainties” in our third quarter 2020 Management’s Discussion & Analysis (“MD&A”) and the MD&A included in our 2019 Annual Report.

- 2 -

Management’s Discussion & Analysis

The Company’s third quarter 2020 MD&A is available on the Company’s website at www.westfraser.com and the System for Electronic Document Analysis and Retrieval at www.sedar.com under the Company’s profile.

Responsibility Report

West Fraser’s full Environmental, Social, and Governance (ESG) Responsibility Report is available on the Company’s website at www.westfraser.com. This report reviews the Company’s key ESG topics, opportunities and performance and includes information aligned with the Sustainable Accounting Standards Board (SASB), Global Reporting Initiative (GRI), and the Task Force on Climate-Related Disclosures (TFCD).

The Company

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals, and energy with facilities in western Canada and the southern United States.

Conference Call

Investors are invited to listen to the quarterly conference call on Tuesday, October 27, 2020, at 8:30 a.m. Pacific Time (11:30 a.m. Eastern Time) by dialing 1-888-390-0605 (toll-free North America). The call and an earnings presentation may also be accessed through West Fraser’s website at www.westfraser.com.

Forward-Looking Statements

This news release contains historical information, descriptions of current circumstances, and statements about potential future developments. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader, but their accuracy depends on a number of assumptions and is subject to various risks and uncertainties. Forward-looking statements are included under the headings “Third Quarter Highlights” (concerning continued improvements in the U.S. South), “Outlook (regarding future production, outlook for lumber, panels and pulp demand, operating rates, available liquidity, and U.S. South improvements),” “Administrative Review duty rates (regarding finalization of duty rates)”, and “Risks and Uncertainties (regarding the impact of COVID-19).” Actual outcomes and results will depend on a number of factors that could affect the ability of the Company to execute its business plans, including those matters described in the 2019 annual MD&A under “Risks and Uncertainties” and in our third quarter 2020 MD&A under the heading “Risks and Uncertainties”, and may differ materially from those anticipated or projected. Accordingly, readers should exercise caution in relying upon forward-looking statements, and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable securities laws.

Non-IFRS Measures

Our Company believes that, in addition to earnings, these Non-IFRS measures are useful performance indicators for investors with regard to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions. These Non-IFRS measures are not generally accepted financial measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these Non-IFRS measures should be considered as an alternative to earnings, earnings per share (“EPS”), or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these Non-IFRS measures, our method of calculating each of them may differ from the methods used by other

- 3 -

entities and, accordingly, our use of any of these Non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The reconciliation of the Non-IFRS measures used and presented by the Company to the most directly comparable IFRS measures is shown in the various tables of our quarterly Management’s Discussion and Analysis.

West Fraser Timber Co. Ltd.

Condensed Consolidated Balance Sheets

(in millions of Canadian dollars, except where indicated - unaudited)

	September 30 2020		December 31 2019
Assets
Current assets
Cash and short-term investments	$	313	$	16
Receivables		417		258
Income taxes receivable		—		135
Inventories (note 5)		678		729
Prepaid expenses		18		9
		1,426		1,147
Property, plant and equipment		2,155		2,140
Timber licences		478		493
Goodwill and other intangibles		776		772
Export duty deposits (note 14)		103		80
Other assets		25		26
Deferred income tax assets		10		10
	$	4,973	$	4,668
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	—	$	16
Operating loans (note 6)		—		374
Payables and accrued liabilities		545		396
Current portion of long-term debt (note 6)		10		10
Current portion of reforestation and decommissioning obligations		44		41
Income taxes payable		68		—
		667		837
Long-term debt (note 6)		667		650
Other liabilities (note 7)		552		454
Deferred income tax liabilities		271		253
		2,157		2,194
Shareholders’ Equity
Share capital		484		483
Accumulated other comprehensive earnings		151		132
Retained earnings		2,181		1,859
		2,816		2,474
	$	4,973	$	4,668

Number of Common shares and Class B Common shares outstanding at October 26, 2020 was 68,676,897.

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions of Canadian dollars, except where indicated - unaudited)

	July 1 to September 30					January 1 to September 30
	2020			2019		2020		2019
Share capital
Balance - beginning of period	$	484		$	483	$	484	$	491
Issuance of Common shares		—			—		—		1
Repurchase of Common shares		—			—		—		(9	)
Balance - end of period	$	484		$	483	$	484	$	483
Accumulated other comprehensive earnings
Balance - beginning of period	$	166		$	137	$	132	$	170
Translation gain (loss) on foreign operations		(15	)		9		19		(24	)

- 4 -

Balance - end of period	$	151		$	146		$	151		$	146
Retained earnings
Balance - beginning of period	$	1,820		$	2,001		$	1,859		$	2,235
Actuarial gain (loss) on post-retirement benefits		24			10			(47	)		(62	)
Repurchase of Common shares		—			—			—			(72	)
Earnings for the period		350			(45	)		410			(108	)
Dividends		(13	)		(14	)		(41	)		(41	)
Balance - end of period	$	2,181		$	1,952		$	2,181		$	1,952
Shareholders’ Equity	$	2,816		$	2,581		$	2,816		$	2,581

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Earnings and Comprehensive Earnings

(in millions of Canadian dollars, except where indicated - unaudited)

	July 1 to September 30						January 1 to September 30
	2020			2019			2020			2019
Sales	$	1,690		$	1,190		$	4,161		$	3,748
Costs and expenses
Cost of products sold		838			906			2,538			2,822
Freight and other distribution costs		175			181			527			547
Export duties (note 14)		49			44			126			127
Amortization		66			65			201			193
Selling, general and administration		72			48			180			158
Equity-based compensation		3			1			6			4
Restructuring and impairment charges		—			(1	)		—			25
		1,203			1,244			3,578			3,876
Operating earnings		487			(54	)		583			(128	)
Finance expense		(11	)		(12	)		(40	)		(36	)
Other (note 10)		(11	)		2			(2	)		(9	)
Earnings before tax		465			(64	)		541			(173	)
Tax recovery (provision) (note 11)		(115	)		19			(131	)		65
Earnings	$	350		$	(45	)	$	410		$	(108	)
Earnings per share (dollars) (note 12)
Basic	$	5.09		$	(0.65	)	$	5.97		$	(1.57	)
Diluted	$	5.09		$	(0.73	)	$	5.97		$	(1.77	)
Comprehensive earnings
Earnings	$	350		$	(45	)	$	410		$	(108	)
Other comprehensive earnings
Translation gain (loss) on foreign operations		(15	)		9			19			(24	)
Actuarial gain (loss) on post-retirement benefits		24			10			(47	)		(62	)
Comprehensive earnings	$	359		$	(26	)	$	382		$	(194	)

West Fraser Timber Co. Ltd.

Condensed Consolidated Statements of Cash Flows

(in millions of Canadian dollars, except where indicated - unaudited)

	July 1 to September 30						January 1 to September 30
Cash provided by (used in)	2020			2019			2020			2019
Operating activities
Earnings	$	350		$	(45	)	$	410		$	(108	)
Adjustments
Amortization		66			65			201			193
Restructuring and impairment charges		—			(1	)		—			25
Restructuring charges paid		—			(6	)		—			(6	)
Finance expense		11			12			40			36
Exchange loss (gain) on long-term financing		1			(1	)		(2	)		2
Exchange loss (gain) on export duty deposits		1			(1	)		(3	)		2
Export duty deposits		(8	)		2			(18	)		(2	)
Post-retirement expense		25			19			75			60
Contributions to post-retirement benefit plans		(12	)		(23	)		(41	)		(61	)
Tax provision (recovery)		115			(19	)		131			(65	)
Income taxes received (paid)		14			10			103			(85	)
Reforestation and decommissioning obligations		(18	)		(16	)		(7	)		(10	)
Other		12			2			5			8
Changes in non-cash working capital
Receivables		(69	)		55			(160	)		32
Inventories		(27	)		67			58			127
Prepaid expenses		4			12			(9	)		(4	)

- 5 -

Payables and accrued liabilities		148			(16	)		147			(69	)
		613			116			930			75
Financing activities
Proceeds from (repayment of) operating loans		(360	)		68			(377	)		253
Finance expense paid		(4	)		(6	)		(29	)		(27	)
Repurchase of Common shares		—			—			—			(81	)
Dividends		(13	)		(13	)		(41	)		(41	)
Other		(3	)		(4	)		(3	)		(5	)
		(380	)		45			(450	)		99
Investing activities
Additions to capital assets		(60	)		(133	)		(179	)		(323	)
Government assistance		—			—			1			5
Proceeds from disposal of capital assets		7			5			13			12
Other		(1	)		1			—			2
		(54	)		(127	)		(165	)		(304	)
Change in cash		179			34			315			(130	)
Foreign exchange effect on cash		7			(1	)		(2	)		(4	)
Cash - beginning of period		127			(20	)		—			147
Cash - end of period	$	313		$	13		$	313		$	13
Cash consists of:
Cash and short-term investments							$	313		$	17
Cheques issued in excess of funds on deposit								—			(4	)
							$	313		$	13

West Fraser Timber Co. Ltd.

Notes to Condensed Consolidated Interim Financial Statements

(figures are in millions of dollars, except where indicated - unaudited)

1. Nature of operations

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation and statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board, and use the same accounting policies and methods of their application as the December 31, 2019, annual audited consolidated financial statements. These condensed consolidated interim financial statements should be read in conjunction with our 2019 annual audited consolidated financial statements.

3. Use of estimates and judgments and Coronavirus (COVID-19)

Financial statement preparation requires management to use accounting estimates and make judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The estimates and underlying assumptions are based on historical experience and other factors, including expectations of future events that are considered to be reasonable under the circumstances.

Given the ongoing and dynamic nature of the COVID-19 outbreak, it is challenging to predict the impact on our Company. The extent of such impact will depend on future developments, which are highly uncertain, including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the spread and severity of COVID-19, and actions taken to

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address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including its effect (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our supply chain, market pricing, customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, and operating results, which would, in turn, affect our estimates, including the valuation of inventories, allowance for expected credit losses, fair value measurements, the valuation of long-lived assets, and cash flow projections used for impairment testing. Actual results may materially differ from these estimates.

4. Seasonality of operations

Our operating results are subject to seasonal fluctuations that impact quarter-to-quarter operating results. Log availability has a direct impact on our operations. We build up log inventory in Canada during the winter to sustain our lumber and plywood production during the second quarter when logging is curtailed due to wet and inaccessible land conditions. Extreme weather conditions, wildfires in Western Canada, and hurricanes in the U.S. South may periodically affect operations, including logging, manufacturing, and transportation. Consequently, interim operating results may not proportionately reflect operating results for a full year.

5. Inventories

Inventories at September 30, 2020 were subject to a valuation reserve of $2 million (June 30, 2020 - $13 million; December 31, 2019 - $39 million; September 30, 2019 - $46 million) to reflect net realizable value being lower than cost.

	September 30, 2020		December 31, 2019
Manufactured products	$	334	$	341
Logs and other raw materials		175		226
Processing materials and supplies		169		162
	$	678	$	729

6. Operating loans and long-term debt

Operating loans

Our revolving lines of credit consist of an $850 million committed revolving credit facility which matures August 25, 2024, a $150 million committed revolving credit facility which matures April 9, 2022, a $33 million (US$25 million) demand line of credit dedicated to our U.S. operations, and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On September 30, 2020, there were no amounts outstanding under our revolving credit facilities. As a result, the associated deferred financing costs of $3 million were recorded in other assets.

Interest on the facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances, or LIBOR Advances at our option plus an applicable margin.

In addition, we have credit facilities totalling $130 million dedicated to letters of credit, of which US$15 million is dedicated to our U.S. operations. On September 30, 2020, our letter of credit facilities supported $62 million of open letters of credit.

All debt is unsecured except the $8 million joint operation demand line of credit, which is secured by that operation’s current assets.

Long-term debt

	September 30, 2020		December 31, 2019
US$300 million senior notes due October 2024; interest at 4.35%	$	400	$	390
US$200 million term loan due August 2024; floating interest rate		267		260

- 7 -

US$8 million note payable due March 2021; interest at 2%		10			10
Notes payable		3			3
		680			663
Less: deferred financing costs		(3	)		(3	)
Less: current portion related to the US$8 million note payable due March 2021		(10	)		(10	)
	$	667		$	650

The fair value of the long-term debt at September 30, 2020, was $684 million (December 31, 2019 - $677 million) based on rates available to us at the balance sheet date for long-term debt with similar terms and remaining maturities.

On March 9, 2020, we extended the duration of our interest rate swap from August 2022 to August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024. We continue to receive a floating interest rate equal to 3-month LIBOR over the duration. The result is a fixed interest rate of 2.47% for the period of May 28, 2019 to February 25, 2020, and 1.78% for the period of February 25, 2020 to August 25, 2024. On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

The agreements are accounted for as a derivative, and the gain or loss related to changes in the fair value is included in other income. For the nine months ended September 30, 2020, a $6 million loss was recorded.

7. Other liabilities

	September 30, 2020		December 31, 2019
Post-retirement (note 8)	$	416	$	314
Long-term portion of reforestation		63		74
Long-term portion of decommissioning		35		31
Other		38		35
	$	552	$	454

8. Post-retirement benefits

We maintain defined benefit and defined contribution pension plans covering a majority of our employees. The defined benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life, based either on length of service or on earnings and length of service, and in most cases do not increase after the commencement of retirement. We also provide group life insurance, medical and extended health benefits to certain employee groups.

The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:

	September 30, 2020			December 31, 2019
Projected benefit obligations	$	(1,862	)	$	(1,693	)
Fair value of plan assets		1,449			1,385
	$	(413	)	$	(308	)
Represented by:
Post-retirement assets	$	3		$	6
Post-retirement liabilities		(416	)		(314	)
	$	(413	)	$	(308	)

The significant actuarial assumptions used to determine our balance sheet date post-retirement assets and liabilities are as follows:

	September 30, 2020			June 30, 2020			December 31, 2019
Discount rate		2.75	%		2.75	%		3.00	%
Future compensation rate increase		3.50	%		3.50	%		3.50	%

For the nine months ended September 30, 2020, we recognized in other comprehensive earnings a

- 8 -

before-tax loss of $62 million to reflect the changes in the valuation of the post-retirement benefit plans. The loss reflects the decrease in the discount rate used to calculate plan liabilities from the beginning of the year, partially offset by the return on plan assets.

The actuarial gain (loss) on post-retirement benefits, included in other comprehensive earnings, is as follows:

	July 1 to September 30						January 1 to September 30
	2020			2019			2020			2019
Actuarial gain (loss)	$	33		$	13		$	(62	)	$	(82	)
Tax recovery (provision)		(9	)		(3	)		15			20
	$	24		$	10		$	(47	)	$	(62	)

9. Share Capital

Our Normal Course Issuer Bid (“NCIB”) under which we were authorized to purchase up to 3,318,823 of our Common shares expired on September 19, 2020. We did not repurchase any Common shares under this NCIB, and we have not renewed the NCIB.

10. Other

	July 1 to September 30						January 1 to September 30
	2020			2019			2020			2019
Exchange gain (loss) on working capital	$	(2	)	$	1		$	2		$	(4	)
Exchange gain (loss) on intercompany financing1		(15	)		9			20			(22	)
Exchange gain (loss) on long-term debt		14			(8	)		(18	)		20
Exchange gain (loss) on export duty deposits receivable		(1	)		1			3			(2	)
Insurance gain on involuntary disposal of equipment2		—			—			7			—
Gain (loss) on interest rate swap contracts (note 6)		1			—			(6	)		(4	)
Power purchase dispute3		(8	)		—			(8	)		—
Other		—			(1	)		(2	)		3
	$	(11	)	$	2		$	(2	)	$	(9	)

1. Relates to US$550 million intercompany financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts, and related financing expenses are eliminated in these consolidated financial statements.

2. Represents insurance proceeds related to the settlement of WestPine’s 2016 involuntary disposal of equipment.

3. During this quarter, as a result of certain administrative proceedings, we determined that a liability related to certain retroactive adjustments to charges under a purchase power agreement (the “Power Purchase Agreement”), terminated in 2016, should be recorded as a contingent liability. Although we dispute responsibility for such retroactive adjustments and the associated liability, we have accrued $8 million for such contingent liability. However, recognizing the expense does not prejudice our position that the liability is not our responsibility.

11. Tax provision

The tax provision differs from the amount that would have resulted from applying the British Columbia statutory income tax rate to earnings before tax as follows:

	July 1 to September 30					January 1 to September 30
	2020			2019		2020			2019
Income tax recovery (expense) at statutory rate of 27%	$	(125	)	$	17	$	(146	)	$	47
Non-taxable amounts		(4	)		2		(2	)		3
Rate differentials between jurisdictions and on specified activities		14			—		17			(2	)
Decrease in Alberta provincial tax rate1		—			—		—			17
	$	(115	)	$	19	$	(131	)	$	65

1. Represents the re-measurement of deferred income tax assets and liabilities for the 2019 Alberta tax rate change from 12% to 8% over the next four years.

12. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding.

Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after

- 9 -

deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the calculation is anti-dilutive, and diluted earnings per share are deemed to be the same as basic earnings per share.

	July 1 to September 30					January 1 to September 30
	2020		2019			2020			2019
Earnings
Basic	$	350	$	(45	)	$	410		$	(108	)
Share option expense (recovery)		12		(5	)		7			(11	)
Equity-settled share option adjustment		—		—			(3	)		(3	)
Diluted	$	362	$	(50	)	$	414		$	(122	)
Weighted average number of shares (thousands)
Basic		68,674		68,657			68,670			68,956
Share options		301		186			154			306
Diluted		68,975		68,843			68,824			69,292
Earnings per share (dollars)
Basic	$	5.09	$	(0.65	)	$	5.97		$	(1.57	)
Diluted	$	5.09	$	(0.73	)	$	5.97		$	(1.77	)

13. Segmented information

The table below provides a reconciliation of our Non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

	Lumber			Panels			Pulp & Paper			Corporate &  Other			Total
July 1, 2020 to September 30, 2020
Sales
To external customers	$	1,295		$	174		$	221		$	—		$	1,690
To other segments		36			2			—			(38	)		—
	$	1,331		$	176		$	221		$	(38	)	$	1,690
Cost of products sold		(612	)		(103	)		(161	)		38			(838	)
Freight and other distribution costs		(118	)		(14	)		(43	)		—			(175	)
Selling, general and administration		(49	)		(8	)		(12	)		(3	)		(72	)
Adjusted EBITDA	$	552		$	51		$	5		$	(3	)	$	605
Export duties		(49	)		—			—			—			(49	)
Equity-based compensation		—			—			—			(3	)		(3	)
Amortization		(49	)		(4	)		(10	)		(3	)		(66	)
Operating earnings	$	454		$	47		$	(5	)	$	(9	)	$	487
Finance expense		(8	)		(1	)		(1	)		(1	)		(11	)
Other		(5	)		1			(8	)		1			(11	)
Earnings before tax	$	441		$	47		$	(14	)	$	(9	)	$	465
July 1, 2019 to September 30, 2019
Sales
To external customers	$	820		$	146		$	224		$	—		$	1,190
To other segments		28			3			—			(31	)		—
	$	848		$	149		$	224		$	(31	)	$	1,190
Cost of products sold		(654	)		(115	)		(168	)		31			(906	)
Freight and other distribution costs		(122	)		(16	)		(43	)		—			(181	)
Selling, general and administration		(33	)		(5	)		(10	)		—			(48	)
Adjusted EBITDA	$	39		$	13		$	3		$	—		$	55
Export duties		(44	)		—			—			—			(44	)
Equity-based compensation		—			—			—			(1	)		(1	)
Amortization		(49	)		(4	)		(11	)		(1	)		(65	)
Restructuring and impairment charges		1			—			—			—			1
Operating earnings	$	(53	)	$	9		$	(8	)	$	(2	)	$	(54	)
Finance expense		(9	)		—			(2	)		(1	)		(12	)
Other		3			—			1			(2	)		2
Earnings before tax	$	(59	)	$	9		$	(9	)	$	(5	)	$	(64	)

- 10 -

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
January 1, 2020 to September 30, 2020
Sales
To external customers	$	3,070		$	430		$	661		$	—		$	4,161
To other segments		101			7			—			(108	)		—
	$	3,171		$	437		$	661		$	(108	)	$	4,161
Cost of products sold		(1,876	)		(295	)		(475	)		108			(2,538	)
Freight and other distribution costs		(358	)		(41	)		(128	)		—			(527	)
Selling, general and administration		(123	)		(22	)		(32	)		(3	)		(180	)
Adjusted EBITDA	$	814		$	79		$	26		$	(3	)	$	916
Export duties		(126	)		—			—			—			(126	)
Equity-based compensation		—			—			—			(6	)		(6	)
Amortization		(149	)		(11	)		(32	)		(9	)		(201	)
Operating earnings	$	539		$	68		$	(6	)	$	(18	)	$	583
Finance expense		(31	)		(3	)		(5	)		(1	)		(40	)
Other		6			8			(6	)		(10	)		(2	)
Earnings before tax	$	514		$	73		$	(17	)	$	(29	)	$	541
January 1, 2019 to September 30, 2019
Sales
To external customers	$	2,560		$	454		$	734		$	—		$	3,748
To other segments		97			9			—			(106	)		—
	$	2,657		$	463		$	734		$	(106	)	$	3,748
Cost of products sold		(2,015	)		(358	)		(555	)		106			(2,822	)
Freight and other distribution costs		(371	)		(48	)		(128	)		—			(547	)
Selling, general and administration		(109	)		(19	)		(30	)		—			(158	)
Adjusted EBITDA	$	162		$	38		$	21		$	—		$	221
Export duties		(127	)		—			—			—			(127	)
Equity-based compensation		—			—			—			(4	)		(4	)
Amortization		(147	)		(11	)		(32	)		(3	)		(193	)
Restructuring and impairment charges		(25	)		—			—			—			(25	)
Operating earnings	$	(137	)	$	27		$	(11	)	$	(7	)	$	(128	)
Finance expense		(25	)		(3	)		(7	)		(1	)		(36	)
Other		(3	)		—			1			(7	)		(9	)
Earnings before tax	$	(165	)	$	24		$	(17	)	$	(15	)	$	(173	)

The geographic distribution of external sales is as follows¹:

	July 1 to September 30				January 1 to September 30
	2020		2019		2020		2019
Canada	$	342	$	235	$	796	$	766
United States		1,135		720		2,672		2,206
China		162		155		489		497
Other Asia		46		74		184		250
Other		5		6		20		29
	$	1,690	$	1,190	$	4,161	$	3,748

1. Sales distribution is based on the location of product delivery.

14. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and, as a result, have received unique company-specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on

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June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1, as shown in the table below. On July 21, 2020, the USDOC issued a new tolling memorandum, which extended the AR1 duty rate finalization to November 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of US$93 million for the POI covered by AR1. This adjustment would be in addition to the Canadian $103 million receivable balance recorded on our balance sheet on September 30, 2020. If these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

	AR1 Cash Deposits1		AR1 Liability at 9.08%		AR1 Excess Deposits
US$ millions	US$		US$		US$
CVD		176		78		98
ADD		68		20		48
Total		244		98		146
Recognized as export duty deposits receivable						(53	)
Estimated export duty deposit receivable to be recognized						93

1. Cash deposit rates changed during AR1, see footnotes under the CVD and ADD tables below.

On January 1, 2020, we entered AR3for POI January 1 to December 31, 2020. For the nine months ended September 30, 2020, we expensed ADD at the West Fraser Estimated Rate of 1.85% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate, and the West Fraser Estimated ADD Rate for each period are as follows:

Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3,  2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - September 30, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017, until the USDOC published the Revised Rate.

2. On December 4, 2017, the USDOC revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete, and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3,  2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%

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AR3 POI
January 1, 2020 - September 30, 2020	5.57	%	5.57	%	n/a	5	1.85	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete, and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

	July 1 to September 30				January 1 to September 30
Export duties incurred in the period	2020		2019		2020		2019
Countervailing duties	$	43	$	32	$	109	$	99
Antidumping duties		14		10		35		30
Total	$	57	$	42	$	144	$	129

	July 1 to September 30					January 1 to September 30
Recognized in the financial statements as	2020		2019			2020		2019
Export duties recognized as expense in consolidated statements of earnings	$	49	$	44		$	126	$	127
Export duties recognized as export duty deposits receivable in consolidated balance sheets		8		(2	)		18		2
Total	$	57	$	42		$	144	$	129

We have recorded long.term duty deposits receivable related to CVD for the excess of deposits made at the Cash Deposit Rate of 24.12% compared to the December 4, 2017, Revised Rate of 17.99%, and to ADD for the difference between the 5.57% Cash Deposit Rate and our West Fraser Estimated Rate. The details are as follows:

Export duty deposits receivable	January 1 to September 30 2020		January 1 to December 31 2019
Beginning balance	$	80	$	75
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		18		5
Interest recognized on the long-term duty deposits receivable		2		4
Exchange on the long-term duty deposits		3		(4	)
Ending balance	$	103	$	80

As at September 30, 2020, export duties paid and payable on deposit with the USDOC are US$368 million for CVD and US$127 million for ADD for a total of US$495 million.

AR2 and AR3

AR2 covers the POI from January 1, 2019 through December 31, 2019. The USDOC commenced AR2 during the second quarter of 2020. AR3 covers the POI from January 1, 2020 through December 31, 2020 and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”), categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement (“NAFTA”) panels and the World Trade Organization (“WTO”).

On May 22, 2020, the NAFTA panel issued its final decision on “Injury”. The NAFTA panel rejected the Canadian parties’ arguments and upheld the USITC remand determination in its entirety.

On August 28, 2020, the WTO dispute-resolution panel ruled unanimously that U.S. countervailing duties against Canadian softwood lumber are inconsistent with the WTO obligations of the United

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States. The decision confirmed that Canada does not subsidize its softwood lumber industry. On September 28, 2020, the U.S. announced that it would appeal the WTO panel’s decision.

The softwood lumber case will continue to be subject to NAFTA or the new Canada-United States-Mexico Agreement (“CUSMA”) and WTO dispute resolution processes, and litigation in the U.S. In the past, long periods of litigation have led to negotiated settlements and duty deposit refunds. In the interim, duties remain subject to the USDOC Administrative Review process, which results in an annual adjustment of duty deposit rates.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/October2020/26/c8563.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:01e 26-OCT-20

- 14 -

EX-99.40

Exhibit 99.40

West Fraser Timber Co. Ltd.

Condensed Consolidated Balance Sheets    

(in millions of Canadian dollars, except where indicated - unaudited)    

	September 30		December 31
	2020		2019
Assets
Current assets
Cash and short-term investments	$	313	$	16
Receivables		417		258
Income taxes receivable		—		135
Inventories (note 5)		678		729
Prepaid expenses		18		9
		1,426		1,147
Property, plant and equipment		2,155		2,140
Timber licences		478		493
Goodwill and other intangibles		776		772
Export duty deposits (note 14)		103		80
Other assets		25		26
Deferred income tax assets		10		10
	$	4,973	$	4,668
Liabilities
Current liabilities
Cheques issued in excess of funds on deposit	$	—	$	16
Operating loans (note 6)		—		374
Payables and accrued liabilities		545		396
Current portion of long-term debt (note 6)		10		10
Current portion of reforestation and decommissioning obligations		44		41
Income taxes payable		68		—
		667		837
Long-term debt (note 6)		667		650
Other liabilities (note 7)		552		454
Deferred income tax liabilities		271		253
		2,157		2,194
Shareholders’ Equity
Share capital		484		483
Accumulated other comprehensive earnings		151		132
Retained earnings		2,181		1,859
		2,816		2,474
	$	4,973	$	4,668

Number of Common shares and Class B Common shares outstanding at October 26, 2020 was 68,676,897.

West Fraser Timber Co. Ltd.    

Condensed Consolidated Statements of Changes in Shareholders’ Equity    

(in millions of Canadian dollars, except where indicated - unaudited)    

	July 1 to September 30						January 1 to September 30
	2020			2019			2020			2019
Share capital
Balance - beginning of period	$	484		$	483		$	484		$	491
Issuance of Common shares		—			—			—			1
Repurchase of Common shares		—			—			—			(9	)
Balance - end of period	$	484		$	483		$	484		$	483
Accumulated other comprehensive earnings
Balance - beginning of period	$	166		$	137		$	132		$	170
Translation gain (loss) on foreign operations		(15	)		9			19			(24	)
Balance - end of period	$	151		$	146		$	151		$	146
Retained earnings
Balance - beginning of period	$	1,820		$	2,001		$	1,859		$	2,235
Actuarial gain (loss) on post-retirement benefits		24			10			(47	)		(62	)
Repurchase of Common shares		—			—			—			(72	)
Earnings for the period		350			(45	)		410			(108	)
Dividends		(13	)		(14	)		(41	)		(41	)
Balance - end of period	$	2,181		$	1,952		$	2,181		$	1,952
Shareholders’ Equity	$	2,816		$	2,581		$	2,816		$	2,581

- 2 -

West Fraser Timber Co. Ltd.    

Condensed Consolidated Statements of Earnings and Comprehensive Earnings    

(in millions of Canadian dollars, except where indicated - unaudited)    

	July 1 to September 30						January 1 to September 30
	2020			2019			2020			2019
Sales	$	1,690		$	1,190		$	4,161		$	3,748
Costs and expenses
Cost of products sold		838			906			2,538			2,822
Freight and other distribution costs		175			181			527			547
Export duties (note 14)		49			44			126			127
Amortization		66			65			201			193
Selling, general and administration		72			48			180			158
Equity-based compensation		3			1			6			4
Restructuring and impairment charges		—			(1	)		—			25
		1,203			1,244			3,578			3,876
Operating earnings		487			(54	)		583			(128	)
Finance expense		(11	)		(12	)		(40	)		(36	)
Other (note 10)		(11	)		2			(2	)		(9	)
Earnings before tax		465			(64	)		541			(173	)
Tax recovery (provision) (note 11)		(115	)		19			(131	)		65
Earnings	$	350		$	(45	)	$	410		$	(108	)
Earnings per share (dollars) (note 12)
Basic	$	5.09		$	(0.65	)	$	5.97		$	(1.57	)
Diluted	$	5.09		$	(0.73	)	$	5.97		$	(1.77	)
Comprehensive earnings
Earnings	$	350		$	(45	)	$	410		$	(108	)
Other comprehensive earnings
Translation gain (loss) on foreign operations		(15	)		9			19			(24	)
Actuarial gain (loss) on post-retirement benefits		24			10			(47	)		(62	)
Comprehensive earnings	$	359		$	(26	)	$	382		$	(194	)

- 3 -

West Fraser Timber Co. Ltd.    

Condensed Consolidated Statements of Cash Flows    

(in millions of Canadian dollars, except where indicated - unaudited)    

	July 1 to September 30						January 1 to September 30
Cash provided by (used in)	2020			2019			2020			2019
Operating activities
Earnings	$	350		$	(45	)	$	410		$	(108	)
Adjustments
Amortization		66			65			201			193
Restructuring and impairment charges		—			(1	)		—			25
Restructuring charges paid		—			(6	)		—			(6	)
Finance expense		11			12			40			36
Exchange loss (gain) on long-term financing		1			(1	)		(2	)		2
Exchange loss (gain) on export duty deposits		1			(1	)		(3	)		2
Export duty deposits		(8	)		2			(18	)		(2	)
Post-retirement expense		25			19			75			60
Contributions to post-retirement benefit plans		(12	)		(23	)		(41	)		(61	)
Tax provision (recovery)		115			(19	)		131			(65	)
Income taxes received (paid)		14			10			103			(85	)
Reforestation and decommissioning obligations		(18	)		(16	)		(7	)		(10	)
Other		12			2			5			8
Changes in non-cash working capital
Receivables		(69	)		55			(160	)		32
Inventories		(27	)		67			58			127
Prepaid expenses		4			12			(9	)		(4	)
Payables and accrued liabilities		148			(16	)		147			(69	)
		613			116			930			75
Financing activities
Proceeds from (repayment of) operating loans		(360	)		68			(377	)		253
Finance expense paid		(4	)		(6	)		(29	)		(27	)
Repurchase of Common shares		—			—			—			(81	)
Dividends		(13	)		(13	)		(41	)		(41	)
Other		(3	)		(4	)		(3	)		(5	)
		(380	)		45			(450	)		99
Investing activities
Additions to capital assets		(60	)		(133	)		(179	)		(323	)
Government assistance		—			—			1			5
Proceeds from disposal of capital assets		7			5			13			12
Other		(1	)		1			—			2
		(54	)		(127	)		(165	)		(304	)
Change in cash		179			34			315			(130	)
Foreign exchange effect on cash		7			(1	)		(2	)		(4	)
Cash - beginning of period		127			(20	)		—			147
Cash - end of period	$	313		$	13		$	313		$	13
Cash consists of
Cash and short-term investments							$	313		$	17
Cheques issued in excess of funds on deposit								—			(4	)
							$	313		$	13

- 4 -

West Fraser Timber Co. Ltd.

Notes to Condensed Consolidated Interim Financial Statements

(figures are in millions of dollars, except where indicated - unaudited)

1. Nature of operations

West Fraser Timber Co. Ltd. (“West Fraser”, “we”, “us” or “our”) is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, and energy with facilities in western Canada and the southern United States. Our executive office is located at 858 Beatty Street, Suite 501, Vancouver, British Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange under the symbol WFT.

2. Basis of presentation and statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board, and use the same accounting policies and methods of their application as the December 31, 2019, annual audited consolidated financial statements. These condensed consolidated interim financial statements should be read in conjunction with our 2019 annual audited consolidated financial statements.

3. Use of estimates and judgments and Coronavirus (COVID-19)

Financial statement preparation requires management to use accounting estimates and make judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The estimates and underlying assumptions are based on historical experience and other factors, including expectations of future events that are considered to be reasonable under the circumstances.

Given the ongoing and dynamic nature of the COVID-19 outbreak, it is challenging to predict the impact on our Company. The extent of such impact will depend on future developments, which are highly uncertain, including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the spread and severity of COVID-19, and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including its effect (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our supply chain, market pricing, customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, and operating results, which would, in turn, affect our estimates, including the valuation of inventories, allowance for expected credit losses, fair value measurements, the valuation of long-lived assets, and cash flow projections used for impairment testing. Actual results may materially differ from these estimates.

4. Seasonality of operations

Our operating results are subject to seasonal fluctuations that impact quarter-to-quarter operating results. Log availability has a direct impact on our operations. We build up log inventory in Canada during the winter to sustain our lumber and plywood production during the second quarter when logging is curtailed due to wet and inaccessible land conditions. Extreme weather conditions, wildfires in Western Canada, and hurricanes in the U.S. South may periodically affect operations, including logging, manufacturing, and transportation. Consequently, interim operating results may not proportionately reflect operating results for a full year.

- 5 -

5. Inventories

Inventories at September 30, 2020 were subject to a valuation reserve of $2 million (June 30, 2020 - $13 million; December 31, 2019 - $39 million; September 30, 2019 - $46 million) to reflect net realizable value being lower than cost.

	September 30, 2020		December 31, 2019
Manufactured products	$	334	$	341
Logs and other raw materials		175		226
Processing materials and supplies		169		162
	$	678	$	729

6. Operating loans and long-term debt

Operating loans

Our revolving lines of credit consist of an $850 million committed revolving credit facility which matures August 25, 2024, a $150 million committed revolving credit facility which matures April 9, 2022, a $33 million (US$25 million) demand line of credit dedicated to our U.S. operations, and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On September 30, 2020, there were no amounts outstanding under our revolving credit facilities. As a result, the associated deferred financing costs of $3 million were recorded in other assets.

Interest on the facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances, or LIBOR Advances at our option plus an applicable margin.

In addition, we have credit facilities totalling $130 million dedicated to letters of credit, of which US$15 million is dedicated to our U.S. operations. On September 30, 2020, our letter of credit facilities supported $62 million of open letters of credit.

All debt is unsecured except the $8 million joint operation demand line of credit, which is secured by that operation’s current assets.

Long-term debt

	September 30, 2020			December 31, 2019
US$300 million senior notes due October 2024; interest at 4.35%	$	400		$	390
US$200 million term loan due August 2024; floating interest rate		267			260
US$8 million note payable due March 2021; interest at 2%		10			10
Notes payable		3			3
		680			663
Less: deferred financing costs		(3	)		(3	)
Less: current portion related to the US$8 million note payable due March 2021		(10	)		(10	)
	$	667		$	650

The fair value of the long-term debt at September 30, 2020, was $684 million (December 31, 2019 - $677 million) based on rates available to us at the balance sheet date for long-term debt with similar terms and remaining maturities.

- 6 -

On March 9, 2020, we extended the duration of our interest rate swap from August 2022 to August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024. We continue to receive a floating interest rate equal to 3-month LIBOR over the duration. The result is a fixed interest rate of 2.47% for the period of May 28, 2019 to February 25, 2020, and 1.78% for the period of February 25, 2020 to August 25, 2024. On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

The agreements are accounted for as a derivative, and the gain or loss related to changes in the fair value is included in other income. For the nine months ended September 30, 2020, a $6 million loss was recorded.

7. Other liabilities

	September 30, 2020		December 31, 2019
Post-retirement (note 8)	$	416	$	314
Long-term portion of reforestation		63		74
Long-term portion of decommissioning		35		31
Other		38		35
	$	552	$	454

8. Post-retirement benefits

We maintain defined benefit and defined contribution pension plans covering a majority of our employees. The defined benefit plans generally do not require employee contributions and provide a guaranteed level of pension payable for life, based either on length of service or on earnings and length of service, and in most cases do not increase after the commencement of retirement. We also provide group life insurance, medical and extended health benefits to certain employee groups.

The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as follows:

	September 30, 2020			December 31, 2019
Projected benefit obligations	$	(1,862	)	$	(1,693	)
Fair value of plan assets		1,449			1,385
	$	(413	)	$	(308	)
Represented by:
Post-retirement assets	$	3		$	6
Post-retirement liabilities		(416	)		(314	)
	$	(413	)	$	(308	)

The significant actuarial assumptions used to determine our balance sheet date post-retirement assets and liabilities are as follows:

	September 30, 2020			June 30, 2020			December 31, 2019
Discount rate		2.75	%		2.75	%		3.00	%
Future compensation rate increase		3.50	%		3.50	%		3.50	%

For the nine months ended September 30, 2020, we recognized in other comprehensive earnings a before-tax loss of $62 million to reflect the changes in the valuation of the post-retirement benefit plans. The loss reflects the decrease in the discount rate used to calculate plan liabilities from the beginning of the year, partially offset by the return on plan assets.

- 7 -

The actuarial gain (loss) on post-retirement benefits, included in other comprehensive earnings, is as follows:

	July 1 to September 30						January 1 to September 30
	2020			2019			2020			2019
Actuarial gain (loss)	$	33		$	13		$	(62	)	$	(82	)
Tax recovery (provision)		(9	)		(3	)		15			20
	$	24		$	10		$	(47	)	$	(62	)

9. Share Capital

Our Normal Course Issuer Bid (“NCIB”) under which we were authorized to purchase up to 3,318,823 of our Common shares expired on September 19, 2020. We did not repurchase any Common shares under this NCIB and we have not renewed the NCIB.

10. Other

	July 1 to September 30						January 1 to September 30
	2020			2019			2020			2019
Exchange gain (loss) on working capital	$	(2	)	$	1		$	2		$	(4	)
Exchange gain (loss) on intercompany financing1		(15	)		9			20			(22	)
Exchange gain (loss) on long-term debt		14			(8	)		(18	)		20
Exchange gain (loss) on export duty deposits receivable		(1	)		1			3			(2	)
Insurance gain on involuntary disposal of equipment2		—			—			7			—
Gain (loss) on interest rate swap contracts (note 6)		1			—			(6	)		(4	)
Power purchase dispute3		(8	)		—			(8	)		—
Other		—			(1	)		(2	)		3
	$	(11	)	$	2		$	(2	)	$	(9	)

1. Relates to US$550 million intercompany financing provided to our U.S. operations. IAS 21 requires that the exchange gain or loss be recognized through earnings as the financing is not considered part of our permanent investment in our U.S. subsidiaries. The balance sheet amounts, and related financing expenses are eliminated in these consolidated financial statements.

2. Represents insurance proceeds related to the settlement of WestPine’s 2016 involuntary disposal of equipment.

3. During this quarter, as a result of certain administrative proceedings, we determined that a liability related to certain retroactive adjustments to charges under a purchase power agreement (the “Power Purchase Agreement”), terminated in 2016, should be recorded as a contingent liability. Although we dispute responsibility for such retroactive adjustments and the associated liability, we have accrued $8 million for such contingent liability. However, recognizing the expense does not prejudice our position that the liability is not our responsibility.

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11. Tax provision

The tax provision differs from the amount that would have resulted from applying the British Columbia statutory income tax rate to earnings before tax as follows:

	July 1 to September 30					January 1 to September 30
	2020			2019		2020			2019
Income tax recovery (expense) at statutory rate of 27%	$	(125	)	$	17	$	(146	)	$	47
Non-taxable amounts		(4	)		2		(2	)		3
Rate differentials between jurisdictions and on specified activities		14			—		17			(2	)
Decrease in Alberta provincial tax rate1		—			—		—			17
	$	(115	)	$	19	$	(131	)	$	65

1. Represents the re-measurement of deferred income tax assets and liabilities for the 2019 Alberta tax rate change from 12% to 8% over the next four years.

12. Earnings per share

Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the weighted average number of Common shares and Class B Common shares outstanding.

Diluted earnings per share is calculated based on earnings available to Common shareholders adjusted to remove the actual share option expense (recovery) charged to earnings and after deducting a notional charge for share option expense assuming the use of the equity-settled method, as set out below. The diluted weighted average number of shares is calculated using the treasury stock method. When earnings available to Common shareholders for diluted earnings per share are greater than earnings available to Common shareholders for basic earnings per share, the calculation is anti-dilutive, and diluted earnings per share are deemed to be the same as basic earnings per share.

	July 1 to September 30					January 1 to September 30
	2020		2019			2020			2019
Earnings
Basic	$	350	$	(45	)	$	410		$	(108	)
Share option expense (recovery)		12		(5	)		7			(11	)
Equity-settled share option adjustment		—		—			(3	)		(3	)
Diluted	$	362	$	(50	)	$	414		$	(122	)
Weighted average number of shares (thousands)
Basic		68,674		68,657			68,670			68,956
Share options		301		186			154			306
Diluted		68,975		68,843			68,824			69,292
Earnings per share (dollars)
Basic	$	5.09	$	(0.65	)	$	5.97		$	(1.57	)
Diluted	$	5.09	$	(0.73	)	$	5.97		$	(1.77	)

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13. Segmented information

The table below provides a reconciliation of our Non-IFRS measure Adjusted EBITDA. This measurement is used by management to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions, including those relating to operating earnings.

	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
July 1, 2020 to September 30, 2020
Sales
To external customers	$	1,295		$	174		$	221		$	—		$	1,690
To other segments		36			2			—			(38	)		—
	$	1,331		$	176		$	221		$	(38	)	$	1,690
Cost of products sold		(612	)		(103	)		(161	)		38			(838	)
Freight and other distribution costs		(118	)		(14	)		(43	)		—			(175	)
Selling, general and administration		(49	)		(8	)		(12	)		(3	)		(72	)
Adjusted EBITDA	$	552		$	51		$	5		$	(3	)	$	605
Export duties		(49	)		—			—			—			(49	)
Equity-based compensation		—			—			—			(3	)		(3	)
Amortization		(49	)		(4	)		(10	)		(3	)		(66	)
Operating earnings	$	454		$	47		$	(5	)	$	(9	)	$	487
Finance expense		(8	)		(1	)		(1	)		(1	)		(11	)
Other		(5	)		1			(8	)		1			(11	)
Earnings before tax	$	441		$	47		$	(14	)	$	(9	)	$	465
July 1, 2019 to September 30, 2019
Sales
To external customers	$	820		$	146		$	224		$	—		$	1,190
To other segments		28			3			—			(31	)		—
	$	848		$	149		$	224		$	(31	)	$	1,190
Cost of products sold		(654	)		(115	)		(168	)		31			(906	)
Freight and other distribution costs		(122	)		(16	)		(43	)		—			(181	)
Selling, general and administration		(33	)		(5	)		(10	)		—			(48	)
Adjusted EBITDA	$	39		$	13		$	3		$	—		$	55
Export duties		(44	)		—			—			—			(44	)
Equity-based compensation		—			—			—			(1	)		(1	)
Amortization		(49	)		(4	)		(11	)		(1	)		(65	)
Restructuring and impairment charges		1			—			—			—			1
Operating earnings	$	(53	)	$	9		$	(8	)	$	(2	)	$	(54	)
Finance expense		(9	)		—			(2	)		(1	)		(12	)
Other		3			—			1			(2	)		2
Earnings before tax	$	(59	)	$	9		$	(9	)	$	(5	)	$	(64	)

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	Lumber			Panels			Pulp & Paper			Corporate & Other			Total
January 1, 2020 to September 30, 2020
Sales
To external customers	$	3,070		$	430		$	661		$	—		$	4,161
To other segments		101			7			—			(108	)		—
	$	3,171		$	437		$	661		$	(108	)	$	4,161
Cost of products sold		(1,876	)		(295	)		(475	)		108			(2,538	)
Freight and other distribution costs		(358	)		(41	)		(128	)		—			(527	)
Selling, general and administration		(123	)		(22	)		(32	)		(3	)		(180	)
Adjusted EBITDA	$	814		$	79		$	26		$	(3	)	$	916
Export duties		(126	)		—			—			—			(126	)
Equity-based compensation		—			—			—			(6	)		(6	)
Amortization		(149	)		(11	)		(32	)		(9	)		(201	)
Operating earnings	$	539		$	68		$	(6	)	$	(18	)	$	583
Finance expense		(31	)		(3	)		(5	)		(1	)		(40	)
Other		6			8			(6	)		(10	)		(2	)
Earnings before tax	$	514		$	73		$	(17	)	$	(29	)	$	541
January 1, 2019 to September 30, 2019
Sales
To external customers	$	2,560		$	454		$	734		$	—		$	3,748
To other segments		97			9			—			(106	)		—
	$	2,657		$	463		$	734		$	(106	)	$	3,748
Cost of products sold		(2,015	)		(358	)		(555	)		106			(2,822	)
Freight and other distribution costs		(371	)		(48	)		(128	)		—			(547	)
Selling, general and administration		(109	)		(19	)		(30	)		—			(158	)
Adjusted EBITDA	$	162		$	38		$	21		$	—		$	221
Export duties		(127	)		—			—			—			(127	)
Equity-based compensation		—			—			—			(4	)		(4	)
Amortization		(147	)		(11	)		(32	)		(3	)		(193	)
Restructuring and impairment charges		(25	)		—			—			—			(25	)
Operating earnings	$	(137	)	$	27		$	(11	)	$	(7	)	$	(128	)
Finance expense		(25	)		(3	)		(7	)		(1	)		(36	)
Other		(3	)		—			1			(7	)		(9	)
Earnings before tax	$	(165	)	$	24		$	(17	)	$	(15	)	$	(173	)

The geographic distribution of external sales is as follows¹:

	July 1 to September 30				January 1 to September 30
	2020		2019		2020		2019
Canada	$	342	$	235	$	796	$	766
United States		1,135		720		2,672		2,206
China		162		155		489		497
Other Asia		46		74		184		250
Other		5		6		20		29
	$	1,690	$	1,190	$	4,161	$	3,748

1. Sales distribution is based on the location of product delivery.

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14. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute

On November 25, 2016, a coalition of U.S. lumber producers petitioned the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (“USITC”) to investigate alleged subsidies to Canadian softwood lumber producers and levy countervailing and antidumping duties against Canadian softwood lumber imports. We were chosen by the USDOC as a “mandatory respondent” to both the countervailing and antidumping investigations and, as a result, have received unique company-specific rates.

Developments in CVD and ADD rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first Administrative Review (“AR”) as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1, as shown in the table below. On July 21, 2020, the USDOC issued a new tolling memorandum, which extended the AR1 duty rate finalization to November 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of US$93 million for the POI covered by AR1. This adjustment would be in addition to the Canadian $103 million receivable balance recorded on our balance sheet on September 30, 2020. If these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

	AR1 Cash Deposits1		AR1 Liability at 9.08%		AR1 Excess Deposits
US$ millions	US$		US$		US$
CVD		176		78		98
ADD		68		20		48
Total		244		98		146
Recognized as export duty deposits receivable						(53	)
Estimated export duty deposit receivable to be recognized.						93

1. Cash deposit rates changed during AR1, see footnotes under the CVD and ADD tables below.

On January 1, 2020, we entered AR3for POI January 1 to December 31, 2020. For the nine months ended September 30, 2020, we expensed ADD at the West Fraser Estimated Rate of 1.85% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate, and the West Fraser Estimated ADD Rate for each period are as follows:

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Effective dates for CVD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - September 30, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017, until the USDOC published the Revised Rate.

2. On December 4, 2017, the USDOC revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete, and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.

Effective dates for ADD	Cash Deposit Rate			Revised Rate2 (Dec. 4, 2017)			AR1 Preliminary Rate3 (Feb. 3, 2020)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%
AR3 POI
January 1, 2020 - September 30, 2020		5.57	%		5.57	%		n/a	5		1.85	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete, and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

Duty expense and cash deposits

	July 1 to September 30				January 1 to September 30
Export duties incurred in the period	2020		2019		2020		2019
Countervailing duties	$	43	$	32	$	109	$	99
Antidumping duties		14		10		35		30
Total	$	57	$	42	$	144	$	129

	July 1 to September 30					January 1 to September 30
Recognized in the financial statements as	2020		2019			2020		2019
Export duties recognized as expense in consolidated statements of earnings	$	49	$	44		$	126	$	127
Export duties recognized as export duty deposits receivable in consolidated balance sheets		8		(2	)		18		2
Total	$	57	$	42		$	144	$	129

- 13 -

We have recorded long-term duty deposits receivable related to CVD for the excess of deposits made at the Cash Deposit Rate of 24.12% compared to the December 4, 2017, Revised Rate of 17.99%, and to ADD for the difference between the 5.57% Cash Deposit Rate and our West Fraser Estimated Rate. The details are as follows:

	January 1 to September 30		January 1 to December 31
Export duty deposits receivable	2020		2019
Beginning balance	$	80	$	75
Export duties recognized as long-term duty deposits receivable in consolidated balance sheets		18		5
Interest recognized on the long-term duty deposits receivable		2		4
Exchange on the long-term duty deposits		3		(4	)
Ending balance	$	103	$	80

As at September 30, 2020, export duties paid and payable on deposit with the USDOC are US$368 million for CVD and US$127 million for ADD for a total of US$495 million.

AR2 and AR3

AR2 covers the POI from January 1, 2019 through December 31, 2019. The USDOC commenced AR2 during the second quarter of 2020. AR3 covers the POI from January 1, 2020 through December 31, 2020 and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

Appeals

We, together with other Canadian forest product companies and the Canadian federal and provincial governments (the “Canadian Interests”), categorically deny the allegations by the coalition of U.S. lumber producers and disagree with the countervailing and antidumping determinations by the USDOC and the USITC. The Canadian Interests continue to aggressively defend the Canadian industry in this trade dispute and have appealed the decisions to North America Free Trade Agreement (“NAFTA”) panels and the World Trade Organization (“WTO”).

On May 22, 2020, the NAFTA panel issued its final decision on “Injury”. The NAFTA panel rejected the Canadian parties’ arguments and upheld the USITC remand determination in its entirety.

On August 28, 2020, the WTO dispute-resolution panel ruled unanimously that U.S. countervailing duties against Canadian softwood lumber are inconsistent with the WTO obligations of the United States. The decision confirmed that Canada does not subsidize its softwood lumber industry. On September 28, 2020, the U.S. announced that it would appeal the WTO panel’s decision.

The softwood lumber case will continue to be subject to NAFTA or the new Canada-United States-Mexico Agreement (“CUSMA”) and WTO dispute resolution processes, and litigation in the U.S. In the past, long periods of litigation have led to negotiated settlements and duty deposit refunds. In the interim, duties remain subject to the USDOC Administrative Review process, which results in an annual adjustment of duty deposit rates.

- 14 -

EX-99.41

Exhibit 99.41

Management’s Discussion and Analysis

Introduction and Interpretation

This discussion and analysis by management (“MD&A”) of West Fraser Timber Co. Ltd.’s (“West Fraser”, the “Company” or “we”, “us”, or “our”) financial performance for the three and nine months ending September 30, 2020, should be read in conjunction with the cautionary statement regarding forward-looking statements below, our third quarter 2020 unaudited condensed consolidated interim financial statements and accompanying notes (“Financial Statements”), as well as our 2019 annual MD&A and annual audited consolidated financial statements included in the Company’s 2019 Annual Report. Dollar amounts are expressed in Canadian currency, unless otherwise indicated, and references to US$ are to the United States dollars.

Unless otherwise indicated, the financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board. An advisory with respect to the use of Non-IFRS measures is set out below.

This MD&A includes references to benchmark prices over selected periods for products of the type produced by West Fraser. These benchmark prices are for one product, dimension, or grade, and do not necessarily reflect the prices obtained by West Fraser during those periods as we produce and sell a wide offering of products, dimensions, grades, and species. For definitions of other abbreviations and technical terms used in this MD&A, please see the Glossary of Industry Terms found in our most recent Annual Report.

Where this MD&A includes information from third parties, we believe that such information (including information from industry and general publications and surveys) is generally reliable. However, we have not independently verified any such third-party information and cannot assure you of its accuracy or completeness.

This MD&A uses the following terms that are found in our most recent Annual Report: “SPF” (spruce/pine/balsam fir lumber), “SYP” (southern yellow pine lumber), “MDF” (medium-density fibreboard), “LVL” (laminated veneer lumber), “BCTMP” (bleached chemithermomechanical pulp) and “NBSK” (northern bleached softwood kraft pulp).

The information in this MD&A is as at October 26, 2020, unless otherwise indicated.

Forward-Looking Statements

This MD&A contains historical information, descriptions of current circumstances, and statements about potential future developments and anticipated financial results. The latter, which are forward-looking statements, are presented to provide reasonable guidance to the reader, but their accuracy depends on a number of assumptions and are subject to various risks and uncertainties.

Forward-looking statements are included under the headings “Recent Developments” (concerning finalization of Administrative Review duty rates, pending proceedings related to the U.S. Softwood Lumber dispute, potential duty and COVID-19, including its duration, nature of government responses, adjustments to our operations, potential impacts, and our ability to weather its impacts), “Discussion & Analysis of Non-Operational Items” (concerning adjustments to duty rates, liability for certain adjustments under a former power purchase agreement and reduction in corporate income tax rate in the Province of Alberta), “Lumber Segment” (concerning countervailing and antidumping duty rates, timing for future administrative reviews and cash deposit rates), and “Business Outlook” (concerning our markets (including demand for our lumber in the U.S. and China, the adjustment to duty rates, and pulp demand), operations (including impact of COVID-19, lumber production, operating strategy, log costs, demand for panels, maintenance shutdowns for NBSK mills)), and cash flows (including liquidity, future dividends and the availability of government payment deferrals programs). By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general

and specific, which contribute to the possibility that the predictions, forecasts, and other forward-looking statements will not occur. Actual outcomes and results of these statements will depend on several factors, including those matters described under “Risks and Uncertainties” in this MD&A and the MD&A included in our 2019 Annual Report, and may differ materially from those anticipated or projected. This list of important factors affecting forward-looking statements is not exhaustive, and reference should be made to the other factors discussed in public filings with securities regulatory authorities. Accordingly, readers should exercise caution in relying upon forward-looking statements as we undertake no obligation to publicly update or revise forward-looking statements, whether written or oral, to reflect subsequent events or circumstances except as required by applicable securities laws.

Non-IFRS Measures

Throughout this MD&A, reference is made to Adjusted EBITDA, Adjusted earnings, Adjusted basic earnings per share, available liquidity, and total and net debt to total capital ratio (collectively “these Non-IFRS measures”). We believe that, in addition to earnings, these Non-IFRS measures are useful performance indicators for investors with regard to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions. These Non-IFRS measures are not generally accepted financial measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these Non-IFRS measures should be considered as an alternative to earnings, earnings per share (“EPS”), or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these Non-IFRS measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these Non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The reconciliation of the Non-IFRS measures used and presented by the Company to the most directly comparable IFRS measures is provided in the tables set forth below.

Recent Developments

Administrative Review (“AR”) 1 Duty Rates

On July 21, 2020, the U.S. Department of Commerce (“USDOC”) issued a new tolling memorandum, extending the AR1 duty rate finalization to November 2020. As a result of this delay, we will continue to remit cash deposits at a combined duty rate of 23.56% instead of at the lower AR1 rate of 9.08% published as preliminary on February 3, 2020. The rates that will ultimately be finalized in November 2020 may be different.

NAFTA Panel Ruling on Injury and WTO Ruling on Subsidy

On May 22, 2020, the North American Free Trade Agreement (“NAFTA”) panel issued its final decision on “Injury”. The NAFTA panel rejected the Canadian parties’ arguments and upheld the U.S. International Trade Commission’s (“USITC”) remand determination in its entirety.

On August 28, 2020, the World Trade Organization’s (“WTO”) dispute-resolution panel ruled unanimously that U.S. countervailing duties against Canadian softwood lumber are inconsistent with the WTO obligations of the United States. The decision confirmed that Canada does not subsidize its softwood lumber industry. On September 28, 2020, the U.S. announced that it would appeal the WTO panel’s decision.

The softwood lumber case will continue to be subject to NAFTA or the new Canada-United States-Mexico Agreement (“CUSMA”) and WTO dispute resolution processes, and litigation in the U.S. In the past, long periods of litigation have led to negotiated settlements and duty deposit refunds. In the interim, duties remain subject to the USDOC Administrative Review (“AR”) process, which results in an annual adjustment of duty deposit rates.

- 2 -

Coronavirus

The impact of the novel Coronavirus (“COVID-19”) pandemic has required unprecedented actions to control the spread of the virus and has resulted in governments and businesses worldwide enacting emergency measures and restrictions to combat the spread of COVID-19. These measures and restrictions, which include the implementation of travel bans, border restrictions, mandated and voluntary business closures, self-imposed and mandatory quarantine periods, isolation orders, and physical distancing have caused material disruption to businesses globally, resulting in an economic slowdown and have led to disruptions to our workforce and operating facilities, customers, production, sales, and supply chain. While some of these restrictions and closures have been eased or lifted, the resurgence of COVID-19 in certain areas may result in their re-imposition or the implementation of other restrictions. Governments and central banks have reacted with significant monetary and fiscal interventions and other measures designed to stabilize economic conditions.

The ongoing economic and financial impact of the COVID-19 outbreak is unknown at this time, as is the effectiveness of government and central bank measures to stabilize the economy and limit the spread of COVID-19. It is not possible to reliably estimate the ongoing effects on the economy, our operations, the markets for our products, or our financial results and condition. In the near term, we have seen a return of robust demand for SYP, SPF, and plywood, which in combination with production curtailments and what is believed to be low inventory levels across the supply chain, has led to increased prices. However, it is uncertain if these demand and supply dynamics will continue or if demand will be negatively impacted by the resurgence of COVID-19.

The safety, health, and well-being of our employees and others on our sites and the communities in which we operate remains our primary focus. Our goal is to continue to operate safely and to mitigate potential exposure and the spread of COVID-19. We are guided by the requirements of public health authorities, including physical distancing strategies, increased cleaning and disinfection protocols at our sites, issuing protective equipment for our employees, remote working policies in communities that have high volumes of COVID-19 cases, the elimination of non-essential travel, and exposure screening.

As a result of the various impacts of COVID-19, we made several adjustments to our operating schedules starting in March of 2020 and into the second quarter of 2020. We operated on normal schedules in the third quarter of 2020. The 2020 production impact was a reduction of approximately 140 MMfbm of SPF lumber, 80 MMfbm of SYP lumber, 60 MMsf of plywood, and 19,000 tonnes of NBSK pulp, all of which was in the first half of 2020.

Risks and Uncertainties

A local, regional, national or international outbreak or escalation of a contagious disease, virus or other illness including COVID-19, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu or any other similar illness, or fear of the foregoing, could cause interruptions to our business and operations and otherwise have an adverse effect on our business, financial condition and/or results of operations including as a result of the effects on: (i) global economic activity, (ii) the business, operations, financial condition, and solvency of our customers caused by operating shutdowns or disruptions or financial or liquidity issues, (iii) the demand for and price of our products, (iv) the health of our employees and the impact on their ability to work or travel, (v) our ability to operate our manufacturing facilities, (vi) our supply chain and the ability of third party suppliers, service providers and/or transportation carriers to supply goods or services on which we rely on to transport our products to market, and (vii) our revenues, cash flow, liquidity and ability to maintain compliance with the covenants in our credit agreements.

Demand and prices for our products may be adversely affected by such outbreaks and pandemics that affect levels of economic activity, and we are unable to predict or estimate the timing or extent of the impact of such outbreaks and pandemics. Governmental measures or restrictions, including those requiring the closures of businesses, restrictions on travel, country, provincial or state and city-wide isolation orders, and physical distancing requirements, may directly affect our operations and employees and those of our customers, suppliers and service providers, and the demand for and pricing of our products. The spread of such viruses among our employees or

- 3 -

those of our suppliers or service providers could result in lower production and sales, higher costs, and supply and transportation constraints. Accordingly, our production, costs, and sales may be negatively affected, which could have a material adverse effect on our business, financial condition and/or results of operation.

Given the ongoing and dynamic nature of the COVID-19 outbreak, it is challenging to predict the impact on the Company’s business. The extent of such impact will depend on future developments, which are highly uncertain, including the resurgence of COVID-19 as restrictions are eased or lifted, new information that may emerge concerning the spread and severity of COVID-19, and actions taken to address its impact, among others. It is difficult to predict how this virus may affect our business in the future, including its effect (positive or negative; long or short term) on the demand and price for our products. It is possible that COVID-19, particularly if it has a prolonged duration, could have a material adverse effect on our supply chain, market pricing and customer demand, and distribution networks. These factors may further impact our operating plans, business, financial condition, liquidity, the valuation of long-lived assets, and operating results.

Summary Information

($ millions except as otherwise indicated)

	Q3-20			Q2-20			YTD-20			Q3-19			YTD-19
Earnings
Sales		1,690			1,276			4,161			1,190			3,748
Cost of products sold		(838	)		(854	)		(2,538	)		(906	)		(2,822	)
Freight and other distribution costs		(175	)		(184	)		(527	)		(181	)		(547	)
Selling, general and administration		(72	)		(54	)		(180	)		(48	)		(158	)
Adjusted EBITDA1		605			184			916			55			221
Export duties		(49	)		(42	)		(126	)		(44	)		(127	)
Equity-based compensation		(3	)		6			(6	)		(1	)		(4	)
Amortization		(66	)		(65	)		(201	)		(65	)		(193	)
Restructuring and impairment charges		—			—			—			1			(25	)
Operating earnings		487			83			583			(54	)		(128	)
Finance expense		(11	)		(13	)		(40	)		(12	)		(36	)
Other		(11	)		(3	)		(2	)		2			(9	)
Tax (provision) recovery		(115	)		(19	)		(131	)		19			65
Earnings		350			48			410			(45	)		(108	)
1. See section “Non-IFRS Measures” in this MD&A.
Exchange rates
CAD$1.00 converted to US$ – average		0.751			0.722			0.739			0.757			0.752

Selected Quarterly Information

($ millions except earnings per share (“EPS”) amounts which are in $)

	Q3-20		Q2-20		Q1-20			Q4-19			Q3-19			Q2-19			Q1-19			Q4-18
Sales		1,690		1,276		1,195			1,129			1,190			1,317			1,241			1,274
Earnings		350		48		12			(42	)		(45	)		(58	)		(5	)		29
Basic EPS		5.09		0.70		0.18			(0.61	)		(0.65	)		(0.85	)		(0.07	)		0.42
Diluted EPS		5.09		0.70		(0.11	)		(0.61	)		(0.73	)		(0.92	)		(0.12	)		0.29

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Discussion & Analysis of Non-Operational Items

Adjusted Earnings and Adjusted Basic EPS

($ millions except EPS amounts, which are in $)

	Q3-20			Q2-20			YTD-20			Q3-19			YTD-19
Earnings		350			48			410			(45	)		(108	)
Add (deduct):
Export duties		49			42			126			44			127
Interest income recognized on export duty deposits receivable		(1	)		—			(2	)		—			(2	)
Equity-based compensation		3			(6	)		6			1			4
Exchange (gain) loss on long-term financing		1			3			(2	)		(1	)		2
Exchange (gain) loss on export duty deposits receivable		1			3			(3	)		(1	)		2
Insurance gain on disposal of equipment		—			(7	)		(7	)		—			—
Power purchase dispute		(8	)		—			(8	)		—			—
Restructuring and impairment charges		—			—			—			(1	)		25
Re-measurement of deferred income tax assets and liabilities		—			—			—			—			(17	)
Net tax effect on the above adjustments		(9	)		(4	)		(27	)		(12	)		(43	)
Adjusted earnings1		386			79			493			(15	)		(10	)
Adjusted basic EPS1,2		5.63			1.13			7.19			(0.22	)		(0.15	)

1. See section “Non-IFRS Measures” in this MD&A.

2. Adjusted basic EPS is calculated by dividing Adjusted earnings by the basic weighted average shares outstanding.

We expensed export duties of $49 million in the quarter compared to $42 million in the previous quarter and $44 million in the third quarter of 2019. As noted in the table above, we have recorded interest income and foreign exchange adjustments on the estimated export duty deposits receivable. The USDOC has issued its preliminary results of the administrative review of our duty rates for the period of April 28, 2017 to December 31, 2018. These rates are expected to be finalized in November 2020, as the USDOC issued a second tolling delay in July 2020. The second AR covering the 2019 fiscal period commenced during the second quarter of 2020, but the results are not expected until 2021. On January 1, 2020, the 12-month period of investigation for the third AR began. AR3 is expected to be reviewed by the USDOC in 2021, and the rates finalized in 2022. We believe that the U.S. allegations of subsidy and dumping are unwarranted and that the rates applied will be adjusted upon review. See “Softwood Lumber Dispute” under the heading “Lumber Segment” in this report, and under the same heading of our 2019 annual MD&A, and in Note 14 of the Financial Statements for further information.

Our equity-based compensation includes our share purchase option, phantom share unit, and directors’ deferred share unit plans (collectively, the “Plans”), all of which have been partially hedged by an equity derivative contract. The Plans and equity derivative contract are fair valued at each quarter-end, and we record the resulting expense or recovery over the vesting period. Our fair valuation models consider various factors, with the most significant being the change in our Common shares’ market value from the beginning to the end of the relevant period. The expense or recovery does not necessarily represent the actual value that will ultimately be received by the holders of options and units.

Any change in the value of the Canadian dollar relative to the value of the U.S. dollar results in the revaluation of our U.S. dollar-denominated assets and liabilities. The revaluation of these assets and liabilities for our Canadian operations is included in other income, while the revaluation related to our U.S. operations is included in other comprehensive earnings. The table above reports our exchange gains or losses on U.S. dollar-denominated long-term financing and export duty deposits receivable during the periods presented. Exchange gains or losses realized on the working capital balances of our Canadian operations are identified under “Other Non-Operational Items” below.

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During the second quarter of 2020, we finalized the insurance settlement related to the 2016 involuntary disposal of equipment associated with the fire at our WestPine MDF plant resulting in a $7 million gain recorded in other income in the panels segment. Additional details regarding the claim are included under the “Panels Segment.”

During the third quarter of 2020, as a result of certain administrative proceedings, we determined that a liability related to certain retroactive adjustments to charges under a power purchase agreement (the “Power Purchase Agreement”), terminated in 2016, should be recorded as a contingent liability. Although we dispute responsibility for such retroactive adjustments and the associated liability, we have accrued $8 million for such contingent liability. However, recognizing the expense does not prejudice our position that the liability is not our responsibility.

During the second quarter of 2019, we recognized a restructuring and impairment charge of $26 million related to the permanent closure of our Chasm, British Columbia (“B.C.”) lumber mill.

During the second quarter of 2019, the Alberta government enacted an income tax rate reduction from 12% to 8% phased in over four years, starting on July 1, 2019. We remeasured our deferred tax assets and liabilities and recorded a gain of $17 million. On June 29, 2020, the Alberta government announced its intention to expedite the rate reduction to 8% effective July 1, 2020. This change was not substantially enacted as of September 30, 2020, but we do not expect it to have a material impact on our 2020 tax expense.

Other Non-Operational Items

The table above identifies foreign exchange revaluations on our long-term assets and liabilities. Foreign exchange revaluations on working capital items were a loss of $2 million in both the current and previous quarters, compared to a $1 million gain in the third quarter of 2019. On a year-to-date basis, we recorded a foreign exchange gain of $2 million compared to a loss of $4 million in 2019.

Remeasurement of our interest rate swaps to fair value at each balance sheet date has caused volatility in other income as interest rates continue to decline. Fair value remeasurements will have no cumulative impact on earnings over the life of the contract. The current quarter fair value adjustment was a gain of $1 million compared to a loss of $2 million in the previous quarter and a loss of $1 million in the third quarter of 2019. On a year-to-date basis, we recorded a fair value loss of $6 million compared to a $4 million loss in 2019.

Finance expense for the quarter was lower than the previous quarter as we repaid our outstanding revolving borrowings. However, finance expense was higher when comparing the first nine months of the year to the same period of last year as our average borrowings on our line of credit were higher which more than offset lower variable borrowing rates.

We recorded an income tax expense in the current quarter of $115 million compared to $19 million in the previous quarter and a $19 million recovery in the third quarter of 2019. The effective tax rate was 25% in the current quarter compared to 28% in the previous quarter and 30% in the third quarter of 2019. Note 11 to the Financial Statements provides a reconciliation of income taxes calculated at the statutory rate to the income tax expense.

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Discussion & Analysis by Product Segment

Lumber Segment

($ millions unless otherwise indicated)

	Q3-20			Q2-20			YTD-20			Q3-19			YTD-19
Lumber Segment Earnings
Sales
Lumber		1,205			856			2,797			728			2,280
Wood chips and other residuals		95			91			275			93			298
Logs and other		31			29			99			27			79
		1,331			976			3,171			848			2,657
Cost of products sold		(612	)		(655	)		(1,876	)		(654	)		(2,015	)
Freight and other distribution costs		(118	)		(130	)		(358	)		(122	)		(371	)
Selling, general and administration		(49	)		(35	)		(123	)		(33	)		(109	)
Adjusted EBITDA1		552			156			814			39			162
Export duties		(49	)		(42	)		(126	)		(44	)		(127	)
Amortization		(49	)		(48	)		(149	)		(49	)		(147	)
Restructuring and impairment charges		—			—			—			1			(25	)
Operating earnings		454			66			539			(53	)		(137	)
Finance expense		(8	)		(10	)		(31	)		(9	)		(25	)
Other		(5	)		(5	)		6			3			(3	)
Earnings before tax		441			51			514			(59	)		(165	)
SPF (MMfbm)
Production		818			754			2,365			793			2,487
Shipments		791			884			2,374			855			2,661
SYP (MMfbm)
Production		731			670			2,109			700			2,004
Shipments		716			707			2,150			686			2,009
Benchmark prices (per Mfbm)
SPF #2 & Better 2x42 - US$		768			357			508			356			354
SPF #3 Utility2 - US$		532			311			386			277			295
SYP #2 West 2x43 - US$		748			433			517			376			383
SPF #2 & Better 2x4 - CAD$4		1,023			495			688			470			471
SPF #3 Utility - CAD$4		709			431			523			366			392
SYP #2 West 2x4 - CAD$4		996			600			700			496			509

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Random Lengths - Net FOB mill.

3. Source: Random Lengths - Net FOB mill Westside.

4. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. dollar benchmark price.

Sales and Shipments

Despite COVID-19, lumber markets continued to be robust in the third quarter, which we believe was fueled by low inventory volumes in the supply chain, improved levels of new home construction, and strong demand from repair and remodeling activity. The result was increased lumber pricing in the quarter and higher sales revenue against all comparative periods presented. A weaker Canadian dollar relative to the U.S. dollar compared to 2019 also contributed to improved 2020 sales revenue. The price variance resulted in an increase in Adjusted EBITDA of $424 million compared to the previous quarter, $496 million compared to the third quarter of 2019, and $592 million compared to the first nine months of 2019.

- 7 -

SPF shipment volumes were lower compared to both the prior quarter and the third quarter of 2019. Some intermittent rail service issues affected shipment volumes to the U.S. during the quarter. In the second quarter of 2020, we shipped a significant volume of inventory to export markets. This volume retreated in the third quarter contributing to the decline compared to the second quarter. The impact of permanent mill closures and shift reductions in the prior year reduced our capacity, and shipments have declined accordingly. SYP shipment volumes increased compared to the previous quarter and the third quarter of 2019 as demand was strong in the second and third quarters of 2020 and we had increased production due to improvements at our mills. Production volume changes are discussed in the section below. The volume variance resulted in a decrease in Adjusted EBITDA of $18 million compared to the previous quarter, $1 million compared to the third quarter of 2019, and an increase of $3 million compared to the first nine months of 2019.

SPF Sales by Destination

MMfbm	Q3-20		Q2-20		YTD-20		Q3-19		YTD-19
U.S.		469		491		1,409		526		1,596
Canada		204		165		501		154		523
China		93		175		355		134		424
Other		25		53		109		41		118
		791		884		2,374		855		2,661

Wood chip and residual sales were comparable to the previous and third quarter of 2019. They were lower than the first nine months of 2019 due to lower lumber SPF production resulting from temporary and permanent curtailments.

Costs and Production

Costs of products sold were lower in the current quarter and the first nine months of 2020 versus the comparative periods due to changes in shipment volumes, reductions in log costs, higher capacity utilization overall and improved SYP productivity and recovery.

In 2019, we permanently eliminated capacity at certain B.C. mills resulting in an annual capacity reduction of approximately 600 MMfbm. This reduction had a carryover impact of 450 MMfbm for the first nine months of 2020 compared to 250 MMfbm for the same period of 2019. We also implemented temporary SPF curtailments in the previous quarter and the comparative periods of 2019 in response to market demand, high log costs, and log supply constraints, as noted in the table below. We operated at near capacity during the current quarter and for the year to date have operated at a higher capacity utilization than the prior year in the aggregate.

SYP production was also temporarily curtailed in the previous quarter resulting in lower production of approximately 60 MMfbm compared to the current quarter. SYP production for the first nine months of 2019 was negatively affected by severe wet weather, particularly in Arkansas and Texas, which resulted in log shortages and production curtailments. SYP production volumes and unit production costs have improved in the current quarter and first nine months of 2020 as we continue to see the results from our capital improvements made in prior years. We operated at almost full capacity during the current quarter with some minor downtime due to employee shortages and Hurricane Sally in September 2020.

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The following table shows the estimated amount of forgone production from the temporary curtailments.

Production impacts (MMfbm)	Q3-20		Q2-20		YTD-20		Q3-19		YTD-19
SPF		—		110		140		25		137
SYP		—		60		80		—		—
Temporary curtailments		—		170		220		25		137

SPF log costs slightly declined compared to the previous quarter as lower B.C. purchased log costs offset increased Alberta quota log costs. Alberta log costs increased due to a more responsive stumpage system, which fluctuates with published lumber prices. B.C. purchased log costs declined significantly compared to the third quarter of last year and first nine months of 2019, primarily due to reduced log demand from industry-wide temporary and permanent closures, and we had a disciplined approach to log procurement. SYP log costs were relatively stable over the comparative periods, although log costs increased in the first half of 2019 due to unusually wet weather.

Freight and other distribution costs generally trended with the changes in shipment volumes. However, a larger percentage of SPF lumber was sold in North America instead of offshore during the quarter, which lowered freight costs compared to the previous quarter and third quarter of 2019.

Export duties were higher than in the previous quarter due to higher SPF sales prices, offset partially by lower shipment volumes to the U.S. The higher SPF sales price also impacted the comparison to the third quarter and first nine months of 2019, as well as a lower estimated antidumping duty rate of 1.85% for the first nine months of 2020 compared to 5.05% for the same period of 2019.

Selling, general, and administration costs increased compared to the previous quarter, third quarter of 2019, and the first nine months of 2019 due primarily to increased variable compensation expense.

During the second quarter of 2019, we recorded a $26 million restructuring and impairment charge related to our Chasm, B.C. lumber mill’s permanent closure.

As a consequence of the items discussed above, Adjusted EBITDA increased by $396 million compared to the previous quarter, $513 million compared to the third quarter of 2019, and $652 million compared to the first nine months of 2019. The following table shows the Adjusted EBITDA variance for each comparative period.

($ millions)	Q2-20 to Q3-20			Q3-19 to Q3-20			YTD-19 to YTD-20
Adjusted EBITDA - Comparative period		156			39			162
Price		424			496			592
Volume		(18	)		(1	)		3
Changes in costs		4			34			71
Selling, general, and administration		(14	)		(16	)		(14	)
Adjusted EBITDA - Current period		552			552			814

Discussions on finance expense are included under the “Other Non-Operational Items” section in this MD&A. Fluctuations in other income were due to foreign exchange revaluations on our Canadian operation U.S. dollar-denominated working capital.

Softwood Lumber Dispute

Our 2019 MD&A included in our 2019 Annual Report provides additional details of the softwood lumber dispute.

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Developments in Countervailing (“CVD”) and Antidumping (“ADD”) rates

On April 24, 2017, the USDOC issued its preliminary determination in the CVD investigation, and on June 26, 2017, the USDOC issued its preliminary determination in the ADD investigation. On December 4, 2017, the duty rates were revised. On February 3, 2020, the USDOC reassessed these rates based on its first AR, as noted in the tables below.

The CVD and ADD rates apply retroactively for each Period of Investigation (“POI”). We record CVD as export duty expense at the cash deposit rate until an AR finalizes a new applicable rate for each POI. We record ADD as export duty expense by estimating the rate to be applied for each POI by using our actual results and the same calculation methodology as the USDOC and adjust when an AR finalizes a new applicable rate for each POI. The difference between the cash deposits and export duty expense is recorded on our balance sheet as export duty deposits receivable.

On February 3, 2020, the USDOC released the preliminary results from AR1, as shown in the table below. On July 21, 2020, the USDOC issued a new tolling memorandum, which extended the AR1 duty rate finalization to November 2020. The duty rates are subject to an appeal process, and we will record an adjustment once the rates are finalized. If the AR1 rates were to be confirmed, it would result in a U.S. dollar adjustment of US$93 million for the POI covered by AR1. This adjustment would be in addition to the Canadian $103 million receivable balance recorded on our balance sheet on September 30, 2020. If these rates are finalized, our combined cash deposit rate would be revised to 9.08%.

On January 1, 2020, we entered AR3 for POI January 1 to December 31, 2020. For the nine months ended September 30, 2020, we expensed ADD at the West Fraser Estimated Rate of 1.85% and CVD at the Cash Deposit Rate of 17.99%. The ADD Cash Deposit Rate remained at 5.57% for the quarter.

The respective Cash Deposit Rates, the December 4, 2017 Revised Rate, the AR1 Preliminary Rate, and the West Fraser Estimated ADD Rate for each period are as follows:

Effective dates for CVD	Cash Deposit Rate			Revised  Rate2 (4-Dec-17)			AR1  Preliminary Rate3 (3-Feb-20)
AR1 POI
April 28, 2017 - August 24, 20171		24.12	%		17.99	%		7.07	%
August 25, 2017 - December 27, 20171		—			—			—
December 28, 2017 - December 31, 2017		17.99	%		17.99	%		7.07	%
January 1, 2018 - December 31, 2018		17.99	%		17.99	%		7.51	%
AR2 POI
January 1, 2019 - December 31, 2019		17.99	%		17.99	%		n/a	4
AR3 POI
January 1, 2020 - September 30, 2020		17.99	%		17.99	%		n/a	5

1. On April 24, 2017, the USDOC issued its preliminary rate in the CVD investigation. The requirement that we make cash deposits for CVD was suspended on August 24, 2017, until the USDOC published the Revised Rate.

2. On December 4, 2017, the USDOC revised our CVD Rate effective December 28, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary CVD Rate for the AR1 POI.

4. The CVD rate for the AR2 POI will be adjusted when AR2 is complete, and the USDOC finalizes the rate, which is not expected until 2021.

5. The CVD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.

- 10 -

Effective dates for ADD	Cash Deposit Rate			Revised  Rate2 (4-Dec-17)			AR1 Preliminary rate3 (3-Feb-20)			West Fraser Estimated Rate
AR1 POI
June 30, 2017 - December 3, 20171		6.76	%		5.57	%		1.57	%		1.46	%6
December 4, 2017 - December 31, 2017		5.57	%		5.57	%		1.57	%		1.46	%6
January 1, 2018 - December 31, 2018		5.57	%		5.57	%		1.57	%		1.46	%
AR2 POI
January 1, 2019 - December 31, 2019		5.57	%		5.57	%		n/a	4		4.65	%
AR3 POI
January 1, 2020 - September 30, 2020		5.57	%		5.57	%		n/a	5		1.85	%

1. On June 26, 2017, the USDOC issued its preliminary rate in the ADD investigation effective June 30, 2017.

2. On December 4, 2017, the USDOC revised our ADD Rate effective December 4, 2017.

3. On February 3, 2020, the USDOC issued its Preliminary ADD Rate for the AR1 POI.

4. The ADD rate for the AR2 POI will be adjusted when AR2 is complete, and the USDOC finalizes the rate, which is not expected until 2021.

5. The ADD rate for the AR3 POI will be adjusted when AR3 is complete, and the USDOC finalizes the rate, which is not expected until 2022.

6. In fiscal 2017, our Estimated ADD was recorded at a rate of 0.9%. AR1 covers both the 2017 and 2018 periods. In 2018 we recorded ADD such that the cumulative rate for the periods covered by AR1 would be 1.46%.

AR2 and AR3

AR2 covers the POI from January 1 , 2019 through December 31, 2019. The USDOC commenced AR2 during the second quarter of 2020. AR3 covers the POI from January 1, 2020 through December 31, 2020, and is expected to commence in 2021. The results of AR2 are not expected to be finalized until 2021 and AR3 until 2022. Notwithstanding the deposit rates assigned under the investigations, our final liability for the assessment of CVD and ADD will not be determined until each annual administrative review process is complete and related appeal processes are concluded.

- 11 -

Panels Segment

($ millions unless otherwise indicated)

	Q3-20			Q2-20			YTD-20			Q3-19			YTD-19
Panels Segment Earnings
Sales
Finished products		170			116			420			143			444
Wood chips and other residuals		4			3			11			4			14
Logs and other		2			2			6			2			5
		176			121			437			149			463
Cost of products sold		(103	)		(82	)		(295	)		(115	)		(358	)
Freight and other distribution costs		(14	)		(12	)		(41	)		(16	)		(48	)
Selling, general and administration		(8	)		(7	)		(22	)		(5	)		(19	)
Adjusted EBITDA1		51			20			79			13			38
Amortization		(4	)		(3	)		(11	)		(4	)		(11	)
Operating earnings		47			17			68			9			27
Finance expense		(1	)		(1	)		(3	)		—			(3	)
Other		1			7			8			—			—
Earnings before tax		47			23			73			9			24
Plywood (MMsf 3/8” basis)
Production		207			158			562			192			614
Shipments		202			172			566			196			609
MDF (MMsf 3/4” basis)
Production		57			42			154			57			168
Shipments		55			45			154			58			171
LVL (Mcf)
Production		559			326			1,379			526			1,526
Shipments		588			375			1,448			555			1,636
Benchmark prices (per Msf)
Plywood (3/8” basis)2 - CAD$		675			470			527			452			472

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Crow’s Market Report - Delivered Toronto.

Our panels segment includes our plywood, MDF, and LVL operations.

Sales and Shipments

Increased plywood pricing and robust plywood demand positively impacted the panel segment revenue for the quarter resulting in higher sales than the previous quarter and third quarter of 2019. The improved plywood pricing was more than offset by lower shipment volumes compared to the first nine months of 2019. The lower shipment volumes were due to the temporary plywood production curtailments in spring of 2020, as discussed below.

MDF and LVL pricing was flat compared to the first nine months of 2019, and MDF demand remained soft due to COVID-19 related economic impacts.

The panel segment price variance resulted in an increase in Adjusted EBITDA of $25 million compared to the previous quarter, $26 million compared to the third quarter of 2019, and $15 million compared to the first nine months of 2019.

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Costs and Production

Freight and other distribution costs in our panels segment decreased in line with changes in shipment volumes.

Cost of products sold would have trended with changes in shipment volumes except for the positive impacts from lower purchased log costs in B.C. for the current quarter and the first nine months of 2020 relative to all comparative periods. B.C. purchased log costs declined in 2020 due to reduced demand from industry-wide temporary curtailments and permanent closures, and a disciplined approach to log procurement. The Alberta stumpage increase has not yet impacted the panel segment.

The previous quarter cost of products sold was also positively affected by the recognition of a $7 million business interruption insurance settlement for the 2016 WestPine MDF fire. This settlement also included another $7 million of insurance proceeds related to the involuntary disposal of equipment recognized in other income.

Plywood production was partially curtailed at the end of March until mid-May, resulting in lower production of approximately 50 Msf compared to the current quarter or 60 Msf compared to the first nine months of 2019. Plywood production was near capacity for the third quarter of 2020, with no significant curtailments. MDF and LVL were also temporarily curtailed in the second quarter resulting in higher production in the current quarter. MDF and LVL production schedules were reduced in 2020 to match demand resulting in lower production than the first nine months of 2019.

Selling, general, and administration costs increased compared to the previous quarter, third quarter of 2019, and the first nine months of 2019 due primarily to increased variable compensation expense.

As a consequence of the items discussed above, Adjusted EBITDA increased by $31 million compared to the previous quarter, by $38 million compared to the third quarter of 2019, and by $41 million compared to the first nine months of 2019. The following table shows the Adjusted EBITDA variance for each comparative period.

($ millions)	Q2-20 to Q3-20			Q3-19 to Q3-20		YTD-19 to YTD-20
Adjusted EBITDA - Comparative period		20			13		38
Price		25			26		15
Volume		8			1		(1	)
Westpine BI insurance settlement		(7	)		—		7
Change in costs		5			11		20
Adjusted EBITDA - Current period		51			51		79

Discussions on finance expense are included above under the “Other Non-Operational Items” section in this MD&A.

Fluctuations in other income were due to the $7 million insurance proceeds related to the 2016 involuntary disposal of equipment associated with the fire at our WestPine MDF plant recognized in the second quarter of 2020.

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Pulp & Paper Segment

($ millions unless otherwise indicated)

	Q3-20			Q2-20			YTD-20			Q3-19			YTD-19
Pulp & Paper Segment Earnings
Sales		221			219			661			224			734
Cost of products sold		(161	)		(157	)		(475	)		(168	)		(555	)
Freight and other distribution costs		(43	)		(42	)		(128	)		(43	)		(128	)
Selling, general and administration		(12	)		(10	)		(32	)		(10	)		(30	)
Adjusted EBITDA1		5			10			26			3			21
Amortization		(10	)		(11	)		(32	)		(11	)		(32	)
Operating earnings		(5	)		(1	)		(6	)		(8	)		(11	)
Finance expense		(1	)		(2	)		(5	)		(2	)		(7	)
Other		(8	)		(2	)		(6	)		1			1
Earnings before tax		(14	)		(5	)		(17	)		(9	)		(17	)
BCTMP (Mtonnes)
Production		172			169			507			172			501
Shipments		172			165			499			169			522
NBSK (Mtonnes)
Production		130			113			359			126			336
Shipments		128			108			353			122			341
Newsprint (Mtonnes)
Production		27			25			76			31			88
Shipments		27			26			80			32			83
Benchmark price (per tonne)
NBSK U.S. Spot - US$2		618			658			636			593			686
NBSK China - US$3		572			572			572			585			649
Newsprint - US$4		615			640			642			731			743
NBSK U.S. Spot - CAD$5		823			912			861			783			912
NBSK China - CAD$5		762			792			775			772			863
Newsprint - CAD$5		819			887			869			965			988

1. See section “Non-IFRS Measures” in this MD&A.

2. Source: Resource Information Systems, Inc. – U.S. spot price delivered U.S.

3. Source: Resource Information Systems, Inc. – China net price, delivered China. The China net price is the average of the North America and Scandinavia NBSK price.

4. Source: Resource Information Systems, Inc. – Newsprint 27.7-lb East, delivered.

5. Calculated by applying the average Canadian/U.S. dollar exchange rate for the period to the U.S. benchmark price.

The pulp & paper segment includes our NBSK, BCTMP, and newsprint businesses.

Sales and Shipments

Sales revenue was similar to the previous quarter and third quarter of 2019, as higher pulp shipments offset lower pulp and newsprint prices. Year-to-date sales were lower than in the same period of 2019 due to lower pulp and newsprint prices and lower combined shipment volumes. Sales for 2020 were positively affected by a weaker Canadian dollar relative to the U.S. dollar than in the comparative periods of 2019.

Printing and writing demand continued to decline in the third quarter of 2020, which negatively affected our pulp and newsprint pricing. We have been able to ship the pulp that we produced due to continued paperboard and tissue demand out of China and North America. Newsprint temporarily reduced production to match demand, and BCTMP had a delayed vessel sailing from 2018, which impacted BCTMP shipments in the first nine months of 2019.

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The pulp & paper segment price variance resulted in a decrease in Adjusted EBITDA of $19 million compared to the previous quarter, $8 million compared to the third quarter of 2019, and $68 million compared to the first nine months of 2019.

Costs and Production

BCTMP production was relatively stable for all the comparable periods. Our Cariboo NBSK pulp mill was temporarily shut down for four weeks during the previous quarter in response to low fibre availability. We extended the shut by 12 days to complete the annual maintenance outage. The total impact of this shutdown was approximately 19,000 tonnes of lower production during the quarter. The first nine months of 2019 included a major maintenance shutdown at both of our NBSK mills with Hinton pulp in the first quarter and Cariboo pulp in the second quarter. Also, Hinton pulp had an additional unplanned outage in the first quarter of 2019.

Cost of products sold generally followed the change in shipment volumes. The current quarter and first nine-month fibre costs were lower than all comparative periods, as the fibre pricing formula follows the NBSK price. On a year-to-date comparison basis, current year energy costs and our NBSK maintenance costs were significantly lower, the latter due to the timing of major maintenance shutdowns.

Freight and other distribution costs trended with shipment volumes over all the comparative periods.

Selling, general, and administration costs increased compared to the previous quarter, third quarter of 2019, and the first nine months of 2019 due primarily to increased variable compensation expense.

As a consequence of the items discussed above, Adjusted EBITDA decreased by $5 million compared to the previous quarter, increased by $2 million compared to the third quarter of 2019, and increased by $5 million compared to the first nine months of 2019. The following table shows the Adjusted EBITDA variance for each comparative period.

($ millions)	Q2-20 to Q3-20			Q3-19 to Q3-20			YTD-19 to YTD-20
Adjusted EBITDA - Comparative period		10			3			21
Price		(19	)		(8	)		(68	)
Volume		—			—			—
Change in costs		14			10			73
Adjusted EBITDA - Current period		5			5			26

Discussions on finance expense are included above under the “Other Non-Operational Items” section in this MD&A.

Fluctuations in other income were due to foreign exchange revaluations on our Canadian operation U.S. dollar-denominated working capital, and an $8 million expense for a dispute related to the Power Purchase Agreement terminated in 2016. Details on the dispute related to the Power Purchase Agreement is included above under the section “Adjusted Earnings and Adjusted EPS” in this MD&A.

Business Outlook

Markets

The most significant market for our lumber is the U.S., and our products are used in new residential construction, repair and remodelling, and industrial uses. Recent statistics have indicated a rebound in homebuilder activity, and the elevated level of repair and remodelling is expected to continue. The increased activity is believed to be supported by low mortgage rates, low availability of homes for sale, and an extended period of delayed building following the financial crisis. Housing starts have now recovered to near pre-pandemic level. Demand for SYP and SPF was robust through the third quarter but has shown a weakening trend in October. Many factors could be

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influencing the current pricing of lumber, including recent high lumber prices, the anticipation of a reduction in duty rates, general uncertainty relating to COVID-19, and typical seasonal influences. The market fundamentals for continued healthy demand for lumber appear to be in place.

On a year-to-date basis, our lumber exports to Asia have tracked in line with historical trends and changes in production levels year over year. We expect demand in China to ease over the next quarter as European supply to the Chinese market has been increasing, and demand for SPF has tempered.

Canadian softwood lumber exports to the U.S. have been the subject of trade disputes and managed trade arrangements for several decades. Countervailing and antidumping duties have been in place since April of 2017, and we are required to make deposits in respect of these duties. Whether and to what extent we can realize a selling price to recover the impact of duties payable will largely depend on the strength of demand for softwood lumber. If duties can be passed through to consumers, in whole or in part, the price of Canadian softwood lumber will increase. This increase may not be solely for the benefit of Canadian producers and could, in turn, cause the price of SYP lumber to increase as well, but SYP would not be subject to the duty. Regardless of the commodity price, export duties on SPF shipments to the U.S. remain a cost to our Company to the extent we cannot pass on the cost through increased selling prices. The finalization of the duty rates for the first AR period has been delayed until November 2020. The timing and extent of an adjustment to the preliminary rate, as published on February 3, 2020, is not possible to estimate, nor is the impact of changes in duty rates on the price of lumber.

Our panels segment primary component is plywood, which is sold mainly in Canada and is influenced by levels of home construction, repair and renovation, and industrial activity. The COVID-19 outbreak negatively impacted these markets at the beginning of the second quarter, but they strongly recovered since the economies started to reopen.

We anticipate that pulp markets may experience some stress in the near term due to decreased demand for pulp used in printing and writing products, which has been accelerated by several factors, including the shift in advertising from paper to digital media and the economic impact of COVID-19.

Operations

The potential remains that lumber shipments and production could be negatively affected over the coming months due to the COVID-19 impact on our operations. It is believed that lumber inventory levels at our customers were actively reduced at the onset of the pandemic, and it is taking time to rebuild inventory in the supply chain. High lumber prices in the third quarter and beyond are likely to impact stumpage and purchased log costs in western Canada. The Alberta system is quite responsive to lumber prices, and the Alberta government is implementing plans to increase the available cut in the province. In B.C., the next stumpage adjustment will be at year-end. Our operating strategy will be to manage production schedules and lumber inventory levels to available demand and economic fibre supply.

In our panels segment, demand appears steady through the end of the fourth quarter.

We completed our maintenance shutdown at our Cariboo pulp joint operation during the downtime in May. We are in the process of resuming production at our Hinton pulp mill following our major maintenance shutdown. The restart of our Hinton pulp facility following the major maintenance shutdown will be delayed and fourth quarter production is expected to be impacted by 24,000 tonnes. Our Quesnel BCTMP is scheduled for downtime for capital installation in the fourth quarter, resulting in approximately 11,000 lost production tonnes.

We continue to plan for the potential ongoing impact of the COVID-19 pandemic on our balance sheet and financial position, including reviewing our capital expenditure plans and managing working capital investments.

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Cash Flows

We anticipate operating cash flows and available liquidity to support approximately $250 million of capital spending in 2020 and dividend and interest payments. We have paid a dividend every quarter since we became a public company in 1986. We intend to preserve sufficient liquidity to take advantage of strategic growth opportunities that may arise and to invest in our operations prudently to promote and maintain a cost advantage.

Since the onset of the COVID-19 pandemic, governments in both Canada and the U.S. at all levels have enacted various payment deferral mechanisms to address the near-term cash flow implications from reduced business activities. These mechanisms include the temporary deferral of payments on income, payroll, and other taxes, as well as temporary deferrals of the payment of other fees and assessments. The duration of these deferrals lasts from three months to two years. We have utilized a number of these deferral programs, which has positively impacted cash flow and working capital in the second and third quarter. Most of these programs will unwind over the balance of the year.

Capital Structure and Liquidity

Our capital structure consists of Common share equity and long-term debt, and our liquidity includes our operating facilities.

Operating Borrowing Facilities

On September 30, 2020, our operating facilities consisted of an $850 million committed revolving credit facility, a $150 million committed revolving credit facility with a two-year term, a $33 million (US$25 million) demand line of credit dedicated to our U.S. operations, and an $8 million demand line of credit dedicated to our jointly-owned newsprint operation. On September 30, 2020, there were no amounts outstanding under our revolving credit facility.

We also have credit facilities totalling $130 million dedicated to the issuance of letters of credit, of which US$15 million is committed to our U.S. operations. On September 30, 2020, our letter of credit facilities supported $62 million of open letters of credit.

All debt is unsecured except the $8 million joint newsprint operation demand line of credit, which is secured by that joint operation’s current assets.

Material Long-term Debt

In October 2014, we issued US$300 million of fixed-rate senior unsecured notes, bearing interest at 4.35% and due October 2024, pursuant to a private placement in the U.S. The notes are redeemable, in whole or in part, at our option at any time.

In August 2017, we were advanced a US$200 million 5-year term loan that, with the July 2019 extension, matures on August 25, 2024. Interest is payable at floating rates based on Base Rate Advances or LIBOR Advances at our option. This loan is repayable at any time, in whole or in part, at our option and without penalty but cannot be redrawn after payment.

On March 9, 2020, we extended the duration of our US$100 million notional interest rate swap from August 2022 to August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024.

On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

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Equity

Our outstanding Common share equity consists of 66,395,419 Common shares and 2,281,478 Class B Common shares for a total of 68,676,897 shares issued and outstanding as of October 26, 2020.

Our Class B Common shares are equal in all respects to our Common shares, including the right to dividends and the right to vote, and are exchangeable on a one-for-one basis for Common shares. Our Common shares are listed for trading on the Toronto Stock Exchange while our Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders of our Common shares and Class B Common shares on a separate class by class basis.

Share Buybacks

On September 17, 2019, we renewed our NCIB allowing us to acquire an additional 3,318,823 Common shares for cancellation until the bid’s expiry on September 19, 2020. We have not renewed the NCIB as of October 26, 2020. The following table shows our purchases under various NCIB programs since the start of the program in 2013.

(number of common shares and price per share)

NCIB period	Common Shares		Average Price
September 19, 2018 to September 18, 2019
September 19, 2018 to December 31, 2018		2,230,436	$	70.05
January 1, 2019 to September 18, 2019		1,178,400	$	68.30
September 19, 2019 to September 19, 2020		—		—
September 17, 2013 to September 19, 2020		17,226,864	$	66.05

Share Options

As of October 26, 2020, 1,332,632 share purchase options were outstanding, with exercise prices ranging from $23.68 to $85.40 per Common share.

Defined Benefit Pension Plans

The funded position of our defined benefit pension plans and other retirement benefit plans is estimated at the end of each period. As shown in Note 8 to our Financial Statements, the funded position is determined by subtracting the plan’s asset value from its obligations. The discount rate used to calculate our projected obligations at September 30, 2020, remained unchanged from June 30, 2020. However, the pension plan assets’ return rate was higher than the discount rate, which resulted in an after-tax actuarial gain of $24 million recorded in other comprehensive earnings. This compares to a loss of $161 million recognized in the previous quarter and a gain of $10 million in the third quarter of 2019.

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Summary of Financial Position

($ millions, except as otherwise indicated)

	Q3-20			Q4-19			Q3-19
Cash and short-term investments		313			16			17
Current assets		1,426			1,147			1,130
Current liabilities		667			837			750
Ratio of current assets to current liabilities		2.1			1.4			1.5
Available liquidity
Cash and short-term investments		313			16			17
Operating lines available (excluding newsprint operation1)		1,033			882			883
		1,346			898			900
Cheques issued in excess of funds on deposit		—			(16	)		(4	)
Borrowings on operating lines		—			(377	)		(316	)
Available liquidity2		1,346			505			580
Debt
Operating loans		—			377			315
Current and long-term lease obligation		9			11			12
Current and long-term debt		680			663			675
Interest rate swaps3		9			3			4
Open letters of credit3		62			61			62
Total debt		760			1,115			1,068
Cash and short-term investments		(313	)		(16	)		(17	)
Open letters of credit3		(62	)		(61	)		(62	)
Interest rate swaps3		(9	)		(3	)		(4	)
Cheques issued in excess of funds on deposit		—			16			4
Net debt		376			1,051			989
Shareholders’ equity		2,816			2,474			2,581
Total debt to total capital4		21	%		31	%		29	%
Net debt to total capital4		12	%		30	%		28	%

1. Excludes $8 million demand line of credit dedicated to our jointly-owned newsprint operation as West Fraser cannot draw on it. Operating lines available includes a US$25 million demand line of credit translated at the balance sheet date foreign exchange rate.

2. See section “Non-IFRS Measures” in this MD&A.

3. Letters of credit facilities and the fair value of interest rate swaps are part of our bank covenants’ total debt calculation.

4. Total capital is total debt or net debt plus shareholders’ equity.

Debt Ratings

We are considered investment grade by three leading rating agencies. In April 2020, both Moody’s and Standard & Poor’s revised our outlook from stable to negative, and Dominion Bond Rating Service from positive to stable. The ratings are included in the below table and are as of October 26, 2020.

Agency	Rating	Outlook
Dominion Bond Rating Service	BBB(low)	Stable
Moody’s	Baa3	Negative
Standard & Poor’s	BBB-	Negative

These ratings are not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the rating agencies.

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Cash Flow

Our cash requirements, other than for operating purposes, are primarily for interest payments, repayment of debt, additions to property, plant, equipment and timber, acquisitions, and payment of dividends. In normal business cycles and years without a major acquisition or debt repayment, cash on hand and cash provided by operations have typically been sufficient to meet these requirements.

Cash Flow Statement

($ millions - cash provided by (used in))

	Q3-20			Q2-20			YTD-20			Q3-19			YTD-19
Operating Activities
Earnings		350			48			410			(45	)		(108	)
Amortization		66			65			201			65			193
Restructuring and impairment charges		—			—			—			(1	)		25
Restructuring charges paid		—						—			(6	)		(6	)
Finance expense		11			13			40			12			36
Exchange (gain) loss on long-term financing		1			3			(2	)		(1	)		2
Exchange (gain) loss on export duty deposits		1			3			(3	)		(1	)		2
Export duty deposits		(8	)		(2	)		(18	)		2			(2	)
Post-retirement expense		25			25			75			19			60
Contributions to post-retirement plans		(12	)		(16	)		(41	)		(23	)		(61	)
Income tax provision (recovery)		115			19			131			(19	)		(65	)
Income taxes received (paid)		14			90			103			10			(85	)
Reforestation & decommissioning obligations		(18	)		(13	)		(7	)		(16	)		(10	)
Other		12			(12	)		5			2			8
Changes in accounts receivable		(69	)		(26	)		(160	)		55			32
Changes in inventories		(27	)		280			58			67			127
Changes in prepaid expenses		4			(9	)		(9	)		12			(4	)
Changes in payables and accrued liabilities		148			(29	)		147			(16	)		(69	)
		613			439			930			116			75
Financing Activities
Operating loans received (paid)		(360	)		(325	)		(377	)		68			253
Financing expense paid		(4	)		(16	)		(29	)		(6	)		(27	)
Dividends		(13	)		(14	)		(41	)		(13	)		(41	)
Repurchases of Common shares		—			—			—			—			(81	)
Other		(3	)		1			(3	)		(4	)		(5	)
		(380	)		(354	)		(450	)		45			99
Investing Activities
Additions to capital assets		(60	)		(60	)		(179	)		(133	)		(323	)
Other		6			2			14			6			19
		(54	)		(58	)		(165	)		(127	)		(304	)
Change in cash		179			27			315			34			(130	)

Operating Activities

The table above shows the components of cash flows used for or provided by operating activities for each comparative period. The significant factors affecting the comparison were improved earnings, working capital changes, and income tax receipts (payments).

Finished goods inventory levels have stabilized during the third quarter. This was after a significant drawdown of lumber, plywood, and SPF log inventory in the second quarter, as we continued to ship during our temporary

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production curtailments, and we had the normal second quarter Canadian logging curtailment due to wet and inaccessible land. Inventory was significantly reduced in the first nine months of 2019, primarily due to the reduction of lumber inventory as a result of the temporary and permanent curtailments and lower than normal log inventories in Alberta due to forest fires and unusually wet summer.

Accounts payable balances increased during the quarter due primarily to higher variable compensation and equity-based compensation accruals, higher stumpage payable due to the increase in Alberta stumpage rates, and higher export duties payable related to higher SPF lumber prices.

Accounts receivable balances increased during the quarter due primarily to higher lumber prices.

We received an income tax refund of $116 million in the first nine months of 2020, primarily related to our Canadian loss carry-back request from our 2019 tax returns. Installments for fiscal 2020 have remained low as our U.S. operations had tax loss carry-forwards to absorb before payments are required, and Canadian rules allow the majority of the payments to be made in February 2021. We made income tax payments of $97 million in the first nine months of 2019, of which $36 million was the final Canadian income tax payment for fiscal 2018.

Financing Activities

We have repaid our operating loan and increased cash by $179 million during the quarter due to improved earnings and positive working capital movements.

The weighted average interest rate on our outstanding borrowings at September 30, 2020, was 3.73%, after giving effect to the interest rate swaps.

Canadian and U.S. governments enacted various COVID-19 payment deferral programs for taxes and fees to help businesses with short-term liquidity issues as a result of the economic disruptions that arose from the voluntary and mandated business closures, travel bans, social distancing, and quarantine periods. As of September 30, 2020, we had approximately $15 million of deferred payments. The majority of these will unwind by the end of the year, with some U.S. payroll tax deferrals carrying forward into 2022.

We also returned $13 million to our shareholders through dividend payments during the quarter or $41 million for the first nine months of 2020.

Investing Activities

Cash flows used for investing activities in the quarter related primarily to capital asset additions. Capital asset additions for the first nine months of the year were $154 million for our lumber segment, $12 million for our panels segment, $11 million for our pulp & paper segment, and $2 million for our corporate segment.

Significant Changes to Contractual Obligations

Our material contractual obligations remain substantially unchanged from those described in our 2019 annual MD&A and annual audited consolidated financial statements, except as follows:

On March 9, 2020, we extended the duration of our interest rate swap from August of 2022 to August 2024, resulting in a change to the fixed interest rate on the swap from 2.47% to 1.78% through August of 2024.

On April 15, 2020, we entered into additional interest rate swaps for a total notional amount of US$100 million. Under the agreements, we pay a combined fixed interest rate of 0.51% and receive a floating interest rate equal to 3-month LIBOR.

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On April 9, 2020, we obtained an additional $150 million committed revolving credit facility with a two-year term. The new credit facility is available for general corporate purposes and is on substantially similar terms to the existing $850 million credit facility.

Significant Management Judgments Affecting Financial Results

For a review of significant management judgments affecting financial results and critical accounting estimates, see the 2019 annual MD&A, which is included in our 2019 Annual Report and under the title “Recent Developments—COVID-19” in this MD&A.

New Accounting Pronouncements Issued but not yet Applied

In August 2020, the International Accounting Standards Board issued Interest Rate Benchmark Reform Phase 2, which amends various standards requiring interest rates or interest rate calculations. The amendments provide guidance on financial reporting after the LIBOR reform, including its replacement with alternative benchmark rates. The amendments are effective for annual periods beginning on or after January 1, 2021, with earlier application permitted. We do not expect these amendments to have a significant effect on our financial statements.

Controls and Procedures

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to our Company is gathered and reported to senior management, including the President and Chief Executive Officer and the Vice-President, Finance and Chief Financial Officer. The information must be presented on a timely basis so that appropriate decisions can be made regarding public disclosure.

Internal Control over Financial Reporting

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with IFRS.

There has been no change in the design of our internal control over financial reporting during the three months ended September 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In August 2020, the Company successfully implemented a new Enterprise Resource Planning software system to manage the sales, transportation, and supply chain for a large part of its Canadian lumber business. In connection with this implementation, the Company replaced multiple internal controls over financial reporting that were previously considered effective with similar internal controls that are also expected to be effective. In management’s judgment, these changes do not have a material effect on internal control over financial reporting.

Risks and Uncertainties

Our Company is subject to a number of risks and uncertainties. Risks and uncertainties are included in our 2019 annual MD&A in our 2019 Annual Report and under the title “Recent Developments—COVID-19” in this MD&A.

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Additional Information

Additional information relating to our Company, including our Company’s Annual Information Form, is available on our website at www.westfraser.com and SEDAR at www.sedar.com.

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EX-99.42

Exhibit 99.42

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Raymond W. Ferris, President and Chief Executive Officer of West Fraser Timber Co. Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of West Fraser Timber Co. Ltd. (the “issuer”) for the interim period ended September 30, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 “N/A”

5.3 “N/A”

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2020 and ended on September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 26, 2020

/s/ Raymond W. Ferris

President and Chief Executive Officer

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EX-99.43

Exhibit 99.43

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Christopher A. Virostek, Vice-President, Finance and Chief Financial Officer of West Fraser Timber Co. Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of West Fraser Timber Co. Ltd. (the “issuer”) for the interim period ended September 30, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 “N/A”

5.3 “N/A”

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2020 and ended on September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 26, 2020

/s/ Christopher A. Virostek

Vice-President, Finance and Chief Financial  Officer

2

EX-99.44

Exhibit 99.44

West Fraser to Acquire Norbord, Creating a Diversified Global Wood Products Leader

- Complementary OSB business expands product and geographic diversity

- Greater scale and customer relevance unlocks and de-risks growth opportunities

- West Fraser and Norbord shareholders to benefit from a stronger value creation platform

- Joint investment community conference call today at 7:00 a.m. PT / 10:00 a.m. ET

VANCOUVER, BC and TORONTO, ON, Nov. 19, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser”) (TSX: WFT) and Norbord Inc. (“Norbord”) (TSX:OSB) ( NYSE: OSB) today announced that they have entered into a strategic business combination pursuant to which West Fraser, a leading North American diversified wood products company will acquire all of the outstanding common shares of Norbord, the world’s largest OSB producer, in an all-stock transaction valued at approximately C$4.0 billion (US $3.1 billion) (the “Transaction”). Following closing, the combined company will operate as West Fraser.

With a complementary range of products, increased scale, and greater geographic and end-market diversification, West Fraser will be a global wood products leader, with established and growing positions in both North America and Europe. With low cost and profitable operations in complementary sectors, West Fraser is expected to generate more stable and resilient earnings through the cycle, with a best-in-class platform for future growth and value enhancement. At the close of this Transaction, West Fraser will be a top global producer of both lumber and OSB.

“Norbord’s OSB production is a perfect complement to the West Fraser portfolio, enabling us to deliver a wider range of wood products, and making us a more complete, efficient and valuable partner for our customers,” said Raymond Ferris, President and Chief Executive Officer of West Fraser. “Norbord is the largest global OSB producer with a well-earned reputation for cost and margin performance, and for expanding the use of OSB in new applications and industries. The Norbord business will also bring additional geographic diversity, and an expanded opportunity set, from its well-established positions in the United Kingdom and Western Europe. This Transaction gives us additional financial flexibility to pursue strategic growth opportunities, and better positions our company to deliver value to shareholders through the cycle. Our companies have complementary operating cultures, with a common priority on safety, sustainability and cost management, and we are thrilled to welcome Norbord’s talented employees to West Fraser. We look forward to drawing from best practices across the operations as we pursue the significant strategic opportunities this Transaction will unlock.”

“This Transaction recognizes Norbord’s global OSB position and is a very exciting opportunity for our customers, our employees and our shareholders,” said Peter Wijnbergen, President and Chief Executive Officer of Norbord. “Joining West Fraser will allow us to expand our profile with our core new home construction customers, and provides a stronger platform to pursue our industrial OSB products strategy. Norbord shareholders will have meaningful participation in a more diversified and resilient wood products leader with a superior ability to accelerate growth, and an impressive track record of cost leadership, margin performance, and shareholder returns. For our team, this will provide expanded opportunities as part of a larger company with common values and a shared priority on safety. Our Board and executive team have great respect for West Fraser, and we look forward to being a part of a much broader business with the West Fraser team.”

The companies have entered into a definitive agreement pursuant to which West Fraser will acquire all of the shares of Norbord. Norbord shareholders will receive 0.675 of a West Fraser share for each Norbord share, which equates to C$49.35 (US$37.78) per Norbord common share, based on the closing price of West Fraser common shares on November 18, 2020. This represents a 13.6% premium to the closing price of Norbord’s shares on the TSX on November 18, 2020, and a premium of 8.0% based on the 10 day volume weighted average trading prices of both companies. Upon closing current West Fraser shareholders will own approximately 56% of the company, with current Norbord shareholders owning approximately 44%.

A Diversified Global Wood Products Leader

This Transaction firmly establishes West Fraser as a leader in the global wood products industry, with a greater platform for shareholder value creation founded on a premier product mix, strong balance sheet, and enhanced scale and diversity.

• Expanded, higher value, customer relationships – with a combined home and building construction product offering that includes a wide range of lumber and OSB panel applications, as well as other engineered wood products, the combined company is more relevant, efficient and valuable for its principal pro-dealer, homebuilder, and building construction customer segments.

• Unlocks and de-risks strategic growth potential – the combined business will have the operational platform and financial capacity to accelerate growth in the North American lumber and industrial panels segments, as well as in both lumber and OSB in Europe.

• Expanded product portfolio and additional operating talent – the Transaction adds a strong cash flow generating OSB business to West Fraser’s existing portfolio. As complementary businesses producing and selling distinct products, West Fraser intends to retain all Norbord mills in North America and Europe, and rely on the skills and experience of current Norbord management and employees to continue to grow the engineered wood business. West Fraser will continue to maintain a significant office presence in Vancouver, Toronto, Quesnel and Memphis, as well as in Norbord’s existing European locations.

• Meaningfully enhanced capital markets profile – with last twelve months (LTM) combined revenues of C$8.0 billion (US $5.9 billion) and LTM Adjusted EBITDA of C$1.7 billion¹ (US $1.2 billion), West Fraser will be a clear leader among historical peers, and well-positioned among a larger comparable peer universe. With a strong balance sheet and leverage position, West Fraser expects the Transaction will lead to a reduced cost of capital. To facilitate the further participation of investors in West Fraser’s securities, West Fraser will apply to list its common shares on the New York Stock Exchange on or prior to closing, and intends to begin reporting its financials in U.S. dollars following closing.

• More stable cash flows and increased resilience – with increased scale, and diversity across products and end uses, geographies, and markets, the combined company will have a stronger financial ability to weather volatility and deliver returns through the cycle.

• Balanced Capital Allocation – West Fraser expects to continue its long-term track record of balanced capital allocation including maintaining appropriate financial flexibility, strategically investing to maintain low cost operations, and efficiently returning capital to

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shareholders on a regular basis.

• Meaningful synergies extend track record of cost leadership – the companies are already leaders on costs and Adjusted EBITDA¹ margins in their respective segments, and the Transaction is expected to improve that performance through meaningful synergies of up to C$80 million (US$61 million) annually from fibre supply chain simplification, shared purchasing programs, transportation optimization, leveraging technology to improve reliability and productivity, and more efficient capital allocation. These synergies are expected to be achieved within two years of closing.

West Fraser will continue to be led by Mr. Ferris as Chief Executive Officer and Chris Virostek as Chief Financial Officer. Following closing, Mr. Wijnbergen will be appointed President, Engineered Wood, responsible for the company’s OSB, plywood, particleboard, MDF and veneer operations. Sean McLaren, currently West Fraser’s Vice-President, U.S. Lumber, will be appointed President, Solid Wood, responsible for all of the company’s lumber operations.

West Fraser’s Board of Directors will continue to be chaired by Hank Ketcham. At closing, two of Norbord’s current independent directors will join the West Fraser Board.

At the Forefront of Sustainability and Responsibility

The Transaction enables West Fraser to further its commitment to safety and sustainability as well as environmental, social and governance (ESG) responsibility.

• Safety as the overarching priority – both West Fraser and Norbord view safety as a hallmark of operational excellence and will continue to strive for improvements in safety performance by leveraging best practices from both companies, including Norbord’s “Stronger Together” initiative.

• Increased productive fibre utilization – with a more diverse production platform West Fraser will be able to more fully utilize harvested logs, for example by producing OSB with tree thinnings and marginal wood inappropriate for lumber products.

• Expanding carbon storage – the combined company’s wood building products already represent a meaningful contribution to reducing carbon from the air, storing approximately 15 million tonnes of carbon dioxide equivalent per year; greater scale and market opportunities will allow for West Fraser to manufacture a wider range of carbon-storing building products.

• Dedicated sustainability practices – across the combined company, the fibre supply chain is 100% certified for responsible sourcing, and 100% of harvest sites are reforested.

• Reducing emissions – West Fraser remains committed to the “30 by 30” Climate Change Challenge, an industry-wide effort to help Canada move to a low-carbon economy by removing 30 megatonnes of CO₂ per year by 2030.

• Progress on diversity – West Fraser firmly believes that all of its stakeholders benefit from the broader exchange of perspectives and balance brought by diversity of background, thought and experience, and to this end welcomes the opportunity to add two women as independent members of its Board of Directors, significantly enhancing its gender diversity.

Added Mr. Ferris: “Environmental stewardship, sustainability and social responsibility are at the heart of everything we do, and we are energized by the new opportunities we will have with a larger platform, an expanded team, and greater reach.”

Transaction Agreements

The Transaction will be completed pursuant to an arrangement agreement entered into between West Fraser and Norbord.

Norbord’s principal shareholder, Brookfield Asset Management Inc. and its controlled entities (“Brookfield”) have entered into a voting support agreement (the “Brookfield Support Agreement”), pursuant to which Brookfield has agreed to vote all of its Norbord common shares, representing, in total, approximately 43% of the Norbord common shares, in favour of the Transaction at a special meeting of Norbord shareholders to be held to consider the proposed Transaction (the “Norbord Meeting”). Under the Brookfield Support Agreement, Brookfield has also agreed to vote in favour of the recommendations of West Fraser management in connection with ordinary course matters at the 2021 annual general meeting of West Fraser shareholders.

Certain affiliates of members of the Ketcham family have entered into voting support agreements with Norbord pursuant to which they have agreed to vote a total of 13,013,800 common shares, including Class B shares, of West Fraser, representing approximately 19% of the outstanding common shares of West Fraser in favour of the Transaction at a special meeting of West Fraser shareholders to be held to approve the Transaction (the “West Fraser Meeting”).

As part of the Transaction, West Fraser has secured US$1.3 billion (C$850 million and US$650 million) in committed credit facilities, which are available upon closing and estimated to provide U$1.1 billion in undrawn revolving capacity. The committed facilities were provided by TD Securities as sole underwriter and bookrunner.

Transaction Conditions and Timing

The Transaction will be implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the “Arrangement”). The Arrangement will require the approval of 66^2/3% of the votes cast by Norbord shareholders present in person or represented by proxy at the Norbord Meeting. West Fraser will be required under the policies of the TSX to obtain the approval of a simple majority of the votes cast by the holders of West Fraser’s common and Class B shares at the West Fraser Meeting.

The completion of the Transaction will also be subject to the listing by West Fraser of its common shares on the New York Stock Exchange (“NYSE”). As a result, U.S. shareholders of Norbord will receive shares of West Fraser upon completion of the Arrangement that will be tradeable on the NYSE.

In addition to shareholder approvals the Transaction will also be subject to approval by the Ontario Superior Court of Justice, regulatory approvals and closing conditions customary in transactions of this nature.

The Arrangement Agreement provides for customary deal-protection provisions, including mutual non-solicitation covenants and rights to match superior proposals. The Arrangement Agreement includes a reciprocal termination fee of C$110 million that may be payable by either West Fraser or Norbord in certain circumstances.

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A copy of the arrangement agreement between West Fraser and Norbord will be available on West Fraser’s and Norbord’s company profiles on SEDAR at www.sedar.com.

It is anticipated that the meetings of the West Fraser and Norbord shareholders to consider the Transaction will be held in January 2021. The Transaction is expected to close in the first quarter of 2021.

Board of Directors’ Recommendations and Support Agreements

The Boards of Directors of each of West Fraser and Norbord have unanimously approved the Transaction and recommend that the West Fraser and Norbord shareholders vote in favour of the Transaction.

TD Securities and Scotiabank have each provided a fairness opinion to the Board of Directors of West Fraser stating that, as of the date of such opinions and based upon and subject to the assumptions, limitations and qualifications stated in such opinions, the consideration to be paid by West Fraser to the shareholders of Norbord is fair, from a financial point of view, to West Fraser. RBC Capital Markets has provided a fairness opinion to the Board of Directors of Norbord stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration under the Transaction is fair from a financial point of view to the shareholders of Norbord.

Advisors and Counsel

TD Securities is serving as financial advisor to West Fraser. Scotiabank is serving as independent financial advisor to the Board of West Fraser. McMillan LLP is acting as legal counsel to West Fraser.

Torys LLP is acting as legal counsel to Norbord.

Investment Community Conference Call

The Chief Executive Officers of West Fraser and Norbord will host a joint investment community conference call today, November 19, 2020 at 7:00 a.m. PT / 10:00 a.m. ET. A slide presentation will be available prior to the call on each company’s website. Callers are advised to dial in 5-10 minutes prior to the start time at 1-888-390-0605 (toll-free North America) and ask to join the call.

Note 1: Non-IFRS Measures

This news release makes reference to Adjusted EBITDA and Adjusted EBITDA margin (collectively “Non-IFRS measures”). Both West Fraser and Norbord believe that, in addition to earnings, these Non-IFRS measures are useful performance indicators for investors with regard to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of our operating segments, generate future operating plans, and make strategic decisions. These Non-IFRS measures are not generally accepted financial measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these Non-IFRS measures should be considered as an alternative to earnings, earnings per share (“EPS”), or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these Non-IFRS measures, our method of calculating each of them may differ from the methods used by other entities and, accordingly, our use of any of these Non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Adjusted EBITDA is the combination of the Adjusted EBITDA as reported by each company. The reconciliation of the Non-IFRS measures used and presented by both Companies to the most directly comparable IFRS measures is shown in each company’s annual and quarterly Management’s Discussion and Analysis.

Cautionary Note Regarding Forward-Looking Statements and Information

Certain of the statements and information in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian provincial securities laws. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things:

• the anticipated completion of the Transaction and timing for such completion;

• potential impact on West Fraser’s and Norbord’s earnings, cash flows, margin performance, shareholder returns and costs leadership;

• integration of Norbord management and operations, cost savings and impacts on customer relationships and growth opportunities;

• impact on West Fraser’s and Norbord’s capital markets profile;

• approval of the action by West Fraser and Norbord shareholders;

• obtaining regulatory approvals and satisfying closing conditions;

• the listing of West Fraser’s common shares on the NYSE; and

• the applicability of the exemption under Section 3(a)(10) of the Securities Act to the securities issuable in the Transaction.

These forward-looking statements and information reflect West Fraser’s and Norbord’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by West Fraser and Norbord, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. West Fraser and Norbord caution the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and West Fraser and Norbord have made assumptions and estimates based on or related to many of these factors. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following:

• the ability to consummate the Transaction;

• the ability to obtain requisite regulatory and shareholder approvals;

• the satisfaction of other conditions and the consummation of the Transaction;

• the ability of West Fraser to successfully integrate the operations, management and employees of Norbord and achieve cost savings;

• the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors;

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• changes in general economic, business and political conditions, including changes in the financial markets;

• changes in applicable laws;

• compliance with extensive government regulation; and

• the diversion of management time on the Transaction.

Certain of these factors are identified under the caption “Risks Factors” in each Company’s most recent Annual Information Form and Annual and Quarterly Management Discussion & Analysis filed with Canadian provincial securities regulatory authorities. Although West Fraser and Norbord have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors are cautioned against undue reliance on forward-looking statements or information. Forward-looking statements and information are designed to help readers understand management’s current views of our near and longer term prospects and may not be appropriate for other purposes. West Fraser and Norbord do not intend, nor do they assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.

U.S. Securities Matters

None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. The West Fraser common shares to be issued in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

View original content:

http://www.prnewswire.com/news-releases/west-fraser-to-acquire-norbord-creating-a-diversified-global-wood-products-leader-301176856.html

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/November2020/19/c8671.html

%SEDAR: 00002660E

For further information: Contacts: West Fraser investors: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700; West Fraser media: Tara Knight, Communications, (604) 895-2773, Norbord investors: Robert B. Winslow, CFA, Vice President, Investor Relations & Corporate Development, (416) 777-4426, investors@norbord.com; Norbord media: Heather Colpitts, Director, Corporate Affairs, (416) 643-8838, investors@norbord.com

CO: West Fraser Timber Co. Ltd.

CNW 08:30e 19-NOV-20

4

EX-99.45

Exhibit 99.45

Filing Version

ARRANGEMENT AGREEMENT

Made as of

November 18, 2020

Between

WEST FRASER TIMBER CO. LTD.

and

NORBORD INC.

ARRANGEMENT AGREEMENT

TABLE OF CONTENTS

	Page
ARTICLE 1 INTERPRETATION		2
1.1 Definitions		2
1.2 Interpretation Not Affected by Headings		26
1.3 Number and Gender		26
1.4 Date for Any Action		26
1.5 Currency		26
1.6 Accounting Matters		26
1.7 Knowledge		27
1.8 Disclosure Letters		27
1.9 Subsidiaries		27
1.10 Schedules		27
ARTICLE 2 THE ARRANGEMENT		28
2.1 The Arrangement		28
2.2 Interim Order		28
2.3 Norbord Meeting		29
2.4 Norbord Circular		30
2.5 U.S. Securities Law Matters		31
2.6 West Fraser Meeting		32
2.7 West Fraser Circular		33
2.8 Final Order		34
2.9 Court Proceedings		35
2.10 Articles of Arrangement and Effective Date		35
2.11 Incentive Plan and Employment Matters		36
2.12 Payment of Consideration		38
2.13 Holdco Alternative		38
2.14 Board of Directors of West Fraser		42
2.15 Announcement and Shareholder Communications		42
2.16 Withholding Taxes		43
2.17 Adjustment of Consideration		43
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NORBORD		45
3.1 Representations and Warranties		45
3.2 Disclaimer		45
3.3 Survival of Representations and Warranties		45
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF WEST FRASER		45

(i) ARRANGEMENT AGREEMENT

4.1 Representations and Warranties	45
4.2 Disclaimer	46
4.3 Survival of Representations and Warranties	46
ARTICLE 5 COVENANTS OF NORBORD AND WEST FRASER	46
5.1 Covenants of Norbord Regarding the Conduct of Business	46
5.2 Covenants of West Fraser Regarding the Conduct of Business	52
5.3 Mutual Covenants	57
5.4 Regulatory Approvals	58
5.5 Additional Covenants of Norbord	60
5.6 Additional Covenants of West Fraser	61
5.7 Financing Assistance	62
5.8 Pre-Acquisition Reorganization	63
5.9 Privacy	65
ARTICLE 6 CONDITIONS	66
6.1 Mutual Conditions Precedent	66
6.2 Additional Conditions Precedent to the Obligations of West Fraser	67
6.3 Additional Conditions Precedent to the Obligations of Norbord	68
6.4 Satisfaction of Conditions	69
6.5 Notice and Cure Provisions	69
ARTICLE 7 ADDITIONAL COVENANTS	70
7.1 Norbord Non-Solicitation	70
7.2 Notification of Acquisition Proposals	72
7.3 Responding to Acquisition Proposal and Superior Proposals	73
7.4 Norbord Superior Proposal Determination and Right to Match	74
7.5 West Fraser Non-Solicitation	77
7.6 Notification of Acquisition Proposals	78
7.7 Responding to Acquisition Proposal and Superior Proposals	79
7.8 West Fraser Superior Proposal Determination and Right to Match	80
7.9 Access to Information; Confidentiality	83
7.10 Insurance and Indemnification	83
ARTICLE 8 TERM, TERMINATION, AMENDMENT AND WAIVER	84
8.1 Term	84
8.2 Termination	84
8.3 Termination Fee	87
8.4 Fees and Expenses	89
ARTICLE 9 GENERAL PROVISIONS	90

(ii) ARRANGEMENT AGREEMENT

9.1 Amendment	90
9.2 Waiver	90
9.3 Third Party Beneficiaries	90
9.4 Further Assurances	91
9.5 Notices	91
9.6 Governing Law	92
9.7 Injunctive Relief	92
9.8 Time of Essence	92
9.9 Entire Agreement, Binding Effect and Assignment	92
9.10 Severability	93
9.11 Counterparts, Execution	93

Schedule A – Plan of Arrangement

Schedule B – Arrangement Resolution

Schedule C – Representations and Warranties of Norbord

Schedule D – Representations and Warranties of West Fraser

Schedule E – Form of Brookfield Voting Agreement

Schedule F – Form of Director/Officer Voting Agreement

Schedule G - Form of West Fraser Shareholder Voting Agreement

(iii) ARRANGEMENT AGREEMENT

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated November 18, 2020,

BETWEEN
	WEST FRASER TIMBER CO. LTD., a corporation existing under the laws of the Province of British Columbia
	(“West Fraser”)
and
	NORBORD INC., a corporation existing under the laws of Canada (“Norbord”)

WHEREAS:

A. West Fraser and Norbord wish to propose an arrangement involving the acquisition by West Fraser of all of the issued and outstanding Norbord Shares in exchange for the Consideration;

B. The Parties intend to carry out the transactions contemplated herein by way of an arrangement under the provisions of the CBCA;

C. Upon the effectiveness of the Arrangement, Norbord Shareholders will be entitled to receive the Consideration for their Norbord Shares in the manner provided for in this Agreement;

D. For U.S. federal income tax purposes, West Fraser and Norbord intend for (i) the transfer of Norbord Shares to West Fraser in exchange for West Fraser Shares pursuant to the Arrangement to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and (ii) this Agreement to constitute a “plan of reorganization” within the meaning of Section 1.368-2(g) of the Treasury Regulations promulgated under the Code;

E. West Fraser and Norbord have entered into a voting agreement with Brookfield pursuant to which, among other things, Brookfield has agreed to vote in favour of and support the transactions contemplated by this Agreement, subject to the conditions set forth in such agreement;

F. West Fraser has entered into voting agreements with all of the directors of Norbord and the Norbord Executives, pursuant to which, among other things, such directors and Norbord Executives have agreed to vote all of the Norbord Shares held by them in favour of the Arrangement Resolution, on the terms and subject to the conditions set forth in such agreements;

G. Norbord has entered into voting agreements with all of the directors of West Fraser, certain shareholders of West Fraser and the West Fraser Executives, pursuant to which, among other things, such directors, shareholders and West Fraser Executives have agreed to vote all of the West Fraser Shares held by them in favour of the West Fraser Resolution, on the terms and subject to the conditions set forth in such agreements; and

ARRANGEMENT AGREEMENT

H. The Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to such arrangements.

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

“Acquisition Proposal” relating to a Party means, other than the transactions contemplated by this Agreement and other than any transaction involving only the other Party and/or one or more of its wholly-owned subsidiaries, any written or oral offer, proposal, expression of interest or inquiry from any Person or group of Persons (other than from the other Party or any of its subsidiaries) made after the date hereof relating to:

(a) any direct or indirect acquisition or sale (or other arrangement having the same economic effect as a sale), whether in a single transaction or a series of related transactions, of (i) assets of the Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of the Party and its subsidiaries or contribute 20% or more of the consolidated annual revenue of the Party and its subsidiaries; or (ii) 20% or more of any voting or equity securities or any securities exchangeable or convertible into voting, equity or other securities (or rights or interests therein or thereto) of the Party or any of its Material Subsidiaries;

(b) any direct or indirect take-over bid, tender offer or exchange offer for any class of voting or equity securities of the Party;

(c) any transaction, including any treasury issuance, that, if consummated, would result in any Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities or any securities exchangeable or convertible into voting, equity or other securities (or rights or interests therein or thereto) of the Party or any of its Material Subsidiaries;

(d) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Party or any of its Material Subsidiaries that, individually or in the aggregate, involves 20% or more of the consolidated assets of the Party and its Material Subsidiaries, taken as a whole, or which would, if consummated, contribute 20% or more of the consolidated revenue of the Party and its Material Subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of the Party;

(e) any other similar transactions or series of transactions involving the Party or its Material Subsidiaries; or

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(f) any public announcement of an intention to do any of the foregoing;

“affiliate” has the meaning ascribed thereto in National Instrument 45-106 - Prospectus Exemptions;

“Agreement” means this arrangement agreement, together with the Schedules attached hereto, the West Fraser Disclosure Letter and the Norbord Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Arrangement” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with Section 9.1 hereof or the Plan of Arrangement or at the direction of the Court in the Final Order, with the consent of West Fraser and Norbord, each acting reasonably;

“Arrangement Resolution” means the special resolution of the Norbord Shareholders approving the Arrangement to be considered at the Norbord Meeting, substantially in the form of Schedule B hereto;

“Articles of Arrangement” means the articles of arrangement of Norbord in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in form and content satisfactory to Norbord and West Fraser, each acting reasonably;

“Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, classification, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, by-law, rule or regulation, of, from any Governmental Entity having jurisdiction over the Person or required by any applicable Law;

“Brookfield” means, collectively, Brookfield Asset Management Inc. and its affiliates that hold Norbord Shares and that are party to the Brookfield Voting Agreement;

“Brookfield Voting Agreement” means the voting and support agreement dated the date hereof between Norbord, Brookfield and West Fraser substantially in the form of Schedule E;

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

“Canadian Securities Laws” means the Securities Act (ON), together with all other applicable Canadian provincial and territorial securities Laws, rules, regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“CBCA” means the Canada Business Corporations Act, as amended, including the regulations promulgated thereunder;

“Clayton Act” means the Clayton Act of 1914, as amended;

“Code” means the United States Internal Revenue Code of 1986, as amended;

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“Commissioner of Competition” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act and includes any Person designated by the Commissioner to act on his behalf;

“Competition Act” means the Competition Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Competition Act Approval” means that, in connection with the transactions contemplated by this Agreement, either:

(a) (i) the applicable waiting periods under subsection 123(1) of the Competition Act shall have expired or have been waived in accordance with subsection 123(2) of the Competition Act or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with paragraph 113(c) of the Competition Act, and (ii) the Commissioner of Competition shall have issued a written confirmation that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by this Agreement; or

(b) the Commissioner of Competition shall have issued an Advance Ruling Certificate under Section 102 of the Competition Act in respect of the transactions contemplated by this Agreement;

“Competition Laws” means the Competition Act, the HSR Act (and any similar Law enforced by any Governmental Entity regarding pre-acquisition notifications for the purpose of competition reviews), the Sherman Act, the Clayton Act, the Federal Trade Commission Act, and all other federal, state, foreign, multinational or supranational antitrust, competition or trade regulation statutes, rules, regulations, Orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment;

“Computer System Carve-Outs” means (i) mobile devices owned by third parties subject to a Party’s bring-your-own-device policies and procedures; (ii) personal computing devices owned by any third party which is used by employees, contractors, customers or suppliers; (iii) the Internet and public utility and telecommunications infrastructure provided by third parties (including fibre-optic networks, broadband infrastructure, cellular networks, landline networks, satellite services and power grids); (iv) Computer Systems supporting public websites or services used for marketing or recruitment purposes (such as social media); and (v) Computer Systems of customers or suppliers of materials (such as invoicing portals maintained by third parties);

“Computer Systems” means all computer hardware, servers, peripheral equipment, software and firmware (including operating system, virtualization, runtime, middleware and applications software), databases, raw and processed data, technology infrastructure (including telecommunications equipment), hosted systems, software as a service, platform as a service, infrastructure as a service, and other computer systems and services that are used by or accessible to a Party to receive, store, process or transmit data to carry on its business or its day to day operations and affairs, in each case other than with respect to the Computer System Carve-Outs;

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“Confidentiality Agreement” means the confidentiality and non-disclosure agreement made as of August 18, 2020 between West Fraser and Norbord, as it may be amended;

“Consideration” means a portion of a West Fraser Share equal to the Exchange Ratio for each Norbord Share;

“Consideration Value” means the product of (i) the Exchange Ratio, multiplied by (ii) the closing price on the TSX of the West Fraser Shares for the day prior to the date of this Agreement;

“Contract” means any written contract, agreement, license, franchise, lease, arrangement or other enforceable right or binding obligation;

“Court” means the Ontario Superior Court of Justice (Commercial List);

“COVID-19 Measures” means measures undertaken by a Party or its subsidiaries:

(a) to comply with any quarantine, “stay at home”, social distancing, travel restrictions or any other similar directions issued by any Governmental Entity or pursuant to any Law in response to the COVID-19 pandemic, or

(b) that are reasonably necessary to ensure the health and safety of the employees, suppliers and contractors of such Party and its subsidiaries in response to the COVID-19 pandemic;

“Depositary” means any trust company, bank or financial institution agreed to in writing by West Fraser and Norbord, each acting reasonably, for the purpose of, among other things, exchanging certificates representing Norbord Shares for the Consideration in connection with the Arrangement;

“Director” means the director appointed pursuant to Section 260 of the CBCA;

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“Effective Date” means the date upon which the Arrangement becomes effective, as set out in the Plan of Arrangement;

“Effective Time” means the time on the Effective Date that the Arrangement becomes effective, as set out in the Plan of Arrangement;

“Employee Plans” means (i) all employee benefit plans, as defined in Section 3(3) of ERISA (whether or not subject thereto), and (ii) all other health, welfare, retiree welfare, fringe, supplemental unemployment benefit, change of control, bonus, commission, profit sharing, transition, retention, option, insurance, compensation, incentive, equity incentive, incentive compensation, deferred compensation, tax gross-up, share purchase, share compensation, disability, registered and non-registered pension, supplemental executive pension, post-employment, vacation, severance or termination pay, retirement or retirement savings plans, or other employee benefit plans, programs, practices, policies, trusts, funds, agreements, or arrangements for the benefit of employees, former employees, directors or former directors of a Party or any of its subsidiaries, (but excluding any Statutory Plans) which are sponsored by,

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contributed to, maintained by or binding upon a Party or any of its subsidiaries or in respect of which a Party or any of its subsidiaries has an actual or contingent liability excluding all obligations for severance and termination pursuant to a statute and including, for greater certainty:

(a) in respect of West Fraser, the West Fraser DSU Plan, the West Fraser PSU Plan and the West Fraser Stock Option Plan; and

(b) in respect of Norbord, the Norbord Stock Option Plan, the Legacy Ainsworth Option Plan, the Norbord DSU Plans, the Norbord RSU Plan, the Norbord ESSP, the Norbord AIP and the Norbord Profit Sharing Plans;

“Environmental Laws” means all applicable federal, provincial, state, municipal, local, domestic and foreign Laws imposing liability or standards of conduct for, or relating to, the regulation of activities, materials, substances or wastes in connection with, or for, or to, the protection of human health, safety, the environment or natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation);

“Environmental Permits” means all Authorizations required by or available with or from any Governmental Entity under any Environmental Laws or otherwise provided under any Environmental Laws;

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) that is or has in the past six years been under common control, or treated as a single employer, together with such Person under Section 414(b), (c), (m) or (o) of the Code;

“Exchange Ratio” means the exchange ratio of 0.675 of a West Fraser Share for each Norbord Share, as such Exchange Ratio may be adjusted pursuant to this Agreement;

“Federal Trade Commission Act” means the Federal Trade Commission Act of 1914, as amended;

“Final Order” means the final order of the Court pursuant to Section 192(4) of the CBCA approving the Arrangement, as such order may be amended by the Court (with the consent of West Fraser and Norbord, acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is satisfactory to each of West Fraser and Norbord, acting reasonably) on appeal;

“Financial Indebtedness” means in relation to a Person (the “debtor”), an obligation or liability (contingent or otherwise) of the debtor (a) for borrowed money (including overdrafts and including amounts in respect of principal, premium, interest or any other sum payable in respect of borrowed money) or for the deferred purchase price of property or services, (b) under any loan, stock, bond, note, debenture or other similar instrument or debt security, (c) under any acceptance credit, bankers’ acceptance, guarantee, letter of credit or other similar facilities, (d) under any conditional sale, hire, purchase or title retention agreement with respect to property, under any capitalized lease arrangement, under any sale and lease back arrangement or under any lease or any other agreement having the commercial effect of a borrowing of money or treated as a finance lease or capital lease in accordance with applicable accounting principles, (e) under any foreign exchange

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transaction, any interest or currency swap transaction, any fuel or commodity hedging transaction or any other kind of derivative transaction, (f) in respect of any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution, (g) in respect of preferred stock (namely capital stock of any class that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution, over the capital stock of any other class) or redeemable capital stock (namely any class or series of capital stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable or by contract or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed on a specified date or is redeemable at the option of the holder thereof at any time, or is convertible into or exchangeable for debt securities at any time), (h) for any amount raised under any transaction similar in nature to those described in paragraphs (a) to (g) of this definition, or otherwise having the commercial effect of borrowing money, or (i) under a guarantee, indemnity or similar obligation entered into by the debtor in respect of an obligation or liability of another Person which would fall within paragraphs (a) to (h) of this definition if the references to the debtor referred to the other Person;

“Financing” has the meaning ascribed thereto in Section 5.7;

“First Nations Claim” means any and all claims (whether or not proven) by any Person to or in respect of:

(a) rights, title or interest of any First Nations Group by virtue of its status as a First Nations Group;

(b) treaty rights;

(c) Métis rights, title or interests; or

(d) specific or comprehensive claims being considered by the Government of Canada,

and includes any alleged or proven failure of the Crown to satisfy any of its duties to any claimant of any of the foregoing, whether such failure is in respect of matters before, on or after the Effective Date;

“First Nations Group” means any Indian band, first nation Métis community or aboriginal group, tribal council, band council or other aboriginal organization in Canada or any other group whose rights are recognized and affirmed under section 35 of Canada’s Constitution Act;

“Forest Act” means the Forest Act (British Columbia) and all policies thereunder as now in effect and as may be amended from time to time prior to the Effective Date;

“German Competition Approval” means a clearance decision issued by, or deemed to have been obtained due to lapse, expiration or termination of the waiting period from, the Bundeskartellamt (Federal Cartel Office) under Chapter VII of the Act against Restraints of Competition of 1958 (Germany);

“Governmental Entity” means any applicable: (a) multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, minister, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or

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foreign; (b) subdivision, agent, commission, commissioner, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange;

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, or material, including petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material or contaminant regulated or defined under any Environmental Law as hazardous or potentially causing an adverse effect;

“Holdco Agreements” has the meaning ascribed thereto in Section 2.13(c);

“Holdco Alternative” has the meaning ascribed thereto in Section 2.13(a);

“Holdco Election Date” has the meaning ascribed thereto in Section 2.13(a);

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder;

“HSR Act Approval” means the expiration or early termination of any waiting period, including any extension thereof, under the HSR Act;

“IFRS” means the international financial reporting standards issued by the International Accounting Standards Board that are applicable to public issuers in Canada;

“In the Money Amount” means in respect of an option at any time, the amount, if any, by which the aggregate fair market value, at that time, of the shares subject to the option exceeds the aggregate exercise price under the option;

“Incentive Securities” means, collectively, the Norbord DSUs, the Norbord RSUs and the Norbord Options;

“including” means including without limitation, and “include” and “includes” each have a corresponding meaning;

“Intellectual Property” means, with respect to a Party:

(a) all patents, patent rights, patent applications, reissues, continuations, continuations-in-part, re-examinations, divisional applications and analogous rights to them, and inventions and discoveries owned or used by a Party in its business;

(b) all trademarks, trademark applications and registrations, signs, trade dress, service marks, logos, slogans, brand names and other identifiers of source owned or used by a Party in its business;

(c) all copyrights and copyright applications and registrations owned or used by a Party in its business;

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(d) all industrial designs and applications for registration of industrial designs and industrial design rights, design patents and industrial design registrations owned or used by a Party in its business;

(e) all trade names, trade name registrations, business names, corporate names, telephone numbers, domain names, domain name registrations, website names and worldwide web addresses, social media accounts and social media handles and other communication addresses owned or used by a Party in its business;

(f) all rights and interests in and to works, inventions (whether patentable or not), processes, data, databases, confidential information, trade secrets, designs, know-how, technical information, product formulae and information, manufacturing, engineering and other technical drawings and manuals, technology, technical information, engineering data, design and engineering specifications, and similar materials recording or evidencing expertise or information owned or used by a Party in its business;

(g) all other intellectual property rights owned or used by a Party in carrying on, or arising from the operation of, its business, and foreign equivalents or counterpart rights, in any jurisdiction throughout the world;

(h) all licences granted to a Party of the intellectual property described in paragraphs (a) to (g) above; and

(i) all goodwill associated with any of the foregoing.

“Interim Order” means the interim order of the Court made in connection with the Arrangement and providing for, among other things, the calling and holding of the Norbord Meeting, as the same may be amended, supplemented or varied by the Court (with the consent of the Parties, acting reasonably);

“Investment Canada Act” means the Investment Canada Act (Canada) and the regulations promulgated thereunder;

“Key Regulatory Approvals” means the Competition Act Approval, HSR Act Approval and German Competition Approval;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements of any Governmental Entity having the force of law (including the rules of the TSX and NYSE), whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are applicable to such Person or its business, undertaking, assets, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, assets, property or securities;

“Legacy Ainsworth Option Plan” means the Norbord stock option plan for participants in the Ainsworth Lumber Co. Ltd. stock option plan effective as of March 31, 2015;

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“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third Person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Material Adverse Effect” means, in respect of any Party, any change, development, effect, event, circumstance, fact or occurrence that individually or in the aggregate with other such changes, developments, effects, events, circumstances, facts or occurrences, (x) is or would reasonably be expected to be, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (including any contingent liabilities), operations or results of operations of that Party and its subsidiaries, taken as a whole, or (y) prevents or materially adversely affects, or would reasonably be expected to prevent or materially adversely affect, the ability of that Party to timely perform its obligations under this Agreement, except, any change, development, effect, event, circumstance, fact or occurrence resulting from or relating to:

(a) the execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby;

(b) general political, economic or financial conditions in Canada, the United States or the European Union;

(c) the state of securities or commodity markets in general;

(d) the commencement or continuation of any war, armed hostilities or acts of terrorism;

(e) any epidemic, pandemic or outbreaks of illness (including the COVID-19 pandemic) or other health crisis or public health event in any jurisdiction in which a Party operates;

(f) any change generally affecting the industries in which that Party conducts its business;

(g) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity;

(h) any change in applicable generally accepted accounting principles, including IFRS;

(i) with respect to Norbord, any matter which has been disclosed by Norbord in the Norbord Disclosure Letter or in the Norbord Public Disclosure Record prior to the date hereof;

(j) with respect to West Fraser, any matter which has been disclosed by West Fraser in the West Fraser Disclosure Letter or in the West Fraser Public Disclosure Record prior to the date hereof;

(k) failure of a Party to meet any internal, published or public projections, forecasts, guidance or estimates, including of revenues, earnings or cash flows (it being

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understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

(l) any decrease in the trading price or any decline in the trading volume of the equity securities of that Party (it being understood that the causes underlying such change in trading price or trading volume (other than those causes identified in sub-paragraphs (a) through (j) above, as applicable to that Party) may be taken into account in determining whether a Material Adverse Effect has occurred); or

(m) any action taken by a Party or any of its subsidiaries that is required pursuant to this Agreement (excluding any obligation to act in the Ordinary Course of business),

provided, however, that (x) in respect of clauses (b) through (h), such change, development, effect, event, circumstance, fact or occurrence does not have a materially disproportionate effect on that Party relative to other companies in the industry in which the Party operates; and (y) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Material Adverse Effect” has occurred;

“material change” has the meaning ascribed thereto in the Securities Act (ON);

“Material Contracts” means any Contract to which a Party or any of its subsidiaries is a party or bound or to which any of their respective assets are subject:

(a) which, if terminated or if it ceased to be in effect, would have a Material Adverse Effect;

(b) under which a Party or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of $1 million in the aggregate;

(c) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of $10 million;

(d) under which a Party or any of its subsidiaries is obligated to make or expects to receive payments in excess of $10 million over the remaining term of the Contract, except for (i) sales orders and purchase orders entered into in the ordinary course of business, (ii) Contracts related to the forecasted capital expenditures disclosed in the Norbord Capital Plan or the West Fraser Capital Plan, as the case may be and (iii) any Contract which is terminable on 90 days or less notice without penalty or continuing obligation;

(e) that limits or restricts such Party or any of its subsidiaries from engaging in any line of business or any geographic area in any material respect or that limits or restricts in any material respect the ability of such Party or any of its subsidiaries to solicit any customers or clients of other parties thereto;

(f) which relates to any material partnership, limited liability company agreement, joint venture, alliance agreement or similar agreement or arrangement;

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(g) entered into in the past 12 months or in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition, directly or indirectly (by amalgamation, merger or otherwise) of assets, capital stock or other equity interests of another Person for aggregate consideration in excess of $10 million;

(h) which is still in force and has been filed by any Party with Securities Authorities as a material contract and forms part of the Norbord Public Disclosure Record or the West Fraser Public Disclosure Record, as applicable;

(i) with any Governmental Entity;

(j) providing for the payment of any commission based on sales, other than to employees of such Party or any of its subsidiaries in excess of $5 million over a 12-month period;

(k) collective bargaining agreement or any other material Contract with any labour union; or

(l) between a Party or any of its subsidiaries, on the one hand, and any of their respective officers, directors or shareholders, on the other hand, excluding pursuant to an employment agreement or Employee Plan or fees payable in the ordinary course to members of the Norbord Board or the West Fraser Board, as applicable;

“material fact” has the meaning ascribed thereto in the Securities Act (ON);

“Material Subsidiary” means, in the case of Norbord, the Norbord Material Subsidiaries, and in the case of West Fraser, the West Fraser Material Subsidiaries;

“MD&A” means management’s discussion and analysis;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“Misrepresentation” has the meaning ascribed thereto in Section 2.4(b);

“Norbord” means Norbord Inc., a corporation existing under the laws of Canada;

“Norbord AIP” means the Norbord Annual Incentive Compensation Plan for Corporate Employees, dated May 2005, as amended January, 2010;

“Norbord Board” means the board of directors of Norbord as the same is constituted from time to time;

“Norbord Board Recommendation” means the unanimous determination of the Norbord Board, after consultation with its legal advisors and RBC, that the Arrangement is in the best interests of Norbord and is fair to Norbord Shareholders and the unanimous recommendation of the Norbord Board to Norbord Shareholders that they vote in favour of the Arrangement Resolution;

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“Norbord Capital Plan” means the capital plan forecasted by Norbord and made available to West Fraser in the Norbord Data Room;

“Norbord Change in Recommendation” means:

(a) the failure by the Norbord Board to make the Norbord Board Recommendation;

(b) the withdrawal, amendment, modification or qualification of the Norbord Board Recommendation in a manner adverse to West Fraser prior to the Norbord Meeting or any public statement by Norbord of an intention to withdraw, amend, modify or qualify the Norbord Board Recommendation in a manner adverse to West Fraser prior to the Norbord Meeting;

(c) the failure by the Norbord Board to publicly reaffirm (without qualification) the Norbord Board Recommendation within five Business Days (but in any case prior to the Norbord Meeting) after having been requested to do so in writing by West Fraser, acting reasonably;

(d) the acceptance, approval, endorsement or recommendation of any Acquisition Proposal, or a public proposal to do so, by the Norbord Board;

(e) the failure by the Norbord Board to take any position, or the taking by the Norbord Board of a neutral position, with respect to any Acquisition Proposal for more than five Business Days (but in any case prior to the Norbord Meeting) after the announcement of such Acquisition Proposal;

(f) the failure by Norbord to include the Norbord Board Recommendation in the Norbord Circular in accordance with Section 2.4(b) of this Agreement; or

(g) any resolution or proposal by the Norbord Board to take any of the foregoing actions in paragraphs (a) through (f) above;

“Norbord Circular” means the notice of the Norbord Meeting to be sent to the Norbord Shareholders in connection with the Norbord Meeting and the accompanying management information circular, including all schedules, appendices and exhibits thereto, and information incorporated by reference therein, as amended, supplemented or otherwise modified from time to time;

“Norbord Computer Systems” has the meaning ascribed thereto in paragraph (mm)(i) of Schedule C;

“Norbord Continuing Executives” means the holders of Incentive Securities who are not Norbord Departing Executives;

“Norbord Data Room” means the electronic data room established by Norbord in connection with the transactions contemplated by this Agreement, hosted by Donnelley Financial Solutions, as such electronic data room existed as of 11:59 pm (Eastern time) on November 18, 2020;

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“Norbord Departing Executives” means the officers and employees of Norbord who will cease and not continue as officers and employees of Norbord immediately following the completion of the Transaction;

“Norbord Disclosure Letter” means the disclosure letter executed by Norbord and delivered to West Fraser on the date hereof in connection with the execution of this Agreement;

“Norbord DRIP” means the dividend reinvestment plan of Norbord, as amended and restated as of August 30, 2017;

“Norbord DSU Plans” means (i) the deferred share unit plan for management of Norbord, as amended and restated as of May 5, 2020, (ii) the deferred share unit plan for non-employee directors of Norbord, as amended and restated as of May 5, 2020, and (iii) the deferred share unit plan of Ainsworth Lumber Co. Ltd., as amended and restated as of March 31, 2015;

“Norbord DSUs” means the outstanding deferred share units credited under the Norbord DSU Plans;

“Norbord Employee Plans” has the meaning ascribed thereto in paragraph (ii)(i) of Schedule C;

“Norbord ESSP” means the employee share savings plan of Norbord as amended and restated as of May 31, 2016;

“Norbord Excess Dividend” means any dividend or other distribution (whether in cash, shares or property, or any combination thereof) declared, set aside or paid on the Norbord Shares if such dividend or other distribution is in excess of $0.60 per share per quarter;

“Norbord Excess Dividend Notice” has the meaning ascribed thereto in Section 5.1(k);

“Norbord Executives” means:

(a) Peter Wijnbergen, President and Chief Executive Officer;

(b) Robin Lampard, Senior Vice President and Chief Financial Officer;

(c) Alan McMeekin, Senior Vice-President, Sales and Marketing;

(d) Kevin Burke, Senior Vice-President, North America Operations; and

(e) Mark Dubois-Philips, Senior Vice-President, Sales, Marketing and Logistics (North America);

“Norbord Fairness Opinion” means the opinion of RBC to the effect that, as of the date of the opinion, the Consideration to be received by the Norbord Shareholders under the Arrangement is fair, from a financial point of view, to the Norbord Shareholders;

“Norbord Financial Statements” has the meaning ascribed thereto in paragraph (m) of Schedule C;

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“Norbord Fundamental Representations” means the representations and warranties of Norbord set forth in paragraphs (a), (c), (f)(i)(A) and (h) of Schedule C and the first sentence of paragraph (b) of Schedule C;

“Norbord Intellectual Property” has the meaning ascribed thereto in paragraph (ll)(i) of Schedule C;

“Norbord Lease Documents” has the meaning ascribed thereto in paragraph (z)(iii) of Schedule C;

“Norbord Leased Properties” has the meaning ascribed thereto in paragraph (z)(iii) of Schedule C;

“Norbord Matching Period” has the meaning ascribed thereto in Section 7.8(a)(v);

“Norbord Material Subsidiaries” means each of the following subsidiaries of Norbord:

(a) Norbord Alabama Inc.;

(b) Norbord Europe Ltd.;

(c) Norbord Georgia LLC;

(d) Norbord Mississippi LLC;

(e) Norbord NV;

(f) Norbord Sales Inc.;

(g) Norbord South Carolina Inc.;

(h) Norbord Texas (Jefferson) Inc.; and

(i) Norbord Texas (Nacogdoches) Inc.;

“Norbord Meeting” means the special meeting of Norbord Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Norbord Circular;

“Norbord Options” means the outstanding options to purchase Norbord Shares granted under or otherwise subject to the Norbord Stock Option Plan or the Legacy Ainsworth Option Plan;

“Norbord Owned Real Property” has the meaning ascribed thereto in paragraph (z)(z) of Schedule C;

“Norbord Profit Sharing Plans” means (i) the Norbord Profit Sharing Incentive Plan (Canada), dated March 2018; and (ii) the Norbord Profit Sharing Incentive Plan (US);

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“Norbord Public Disclosure Record” means all documents and information filed by Norbord under applicable Securities Laws on SEDAR and filed with or furnished to the SEC by Norbord under the U.S. Exchange Act, since December 31, 2019;

“Norbord RSU Plan” means the restricted stock unit plan of Norbord instituted effective as of January 31, 2006;

“Norbord RSUs” means the outstanding restricted share units credited under the Norbord RSU Plan;

“Norbord Shareholder Approval” has the meaning ascribed thereto in Section 2.2(a)(ii);

“Norbord Shareholders” means the holders of Norbord Shares;

“Norbord Shares” means common shares in the capital of Norbord, as currently constituted and that are currently listed and posted for trading on the TSX and NYSE under the symbol “OSB”;

“Norbord Stock Option Plan” means the stock option plan of Norbord dated April 27, 2012, as amended on June 14, 2015, and includes, as it relates to Norbord UK Eligible Employees, the Norbord UK Subplan;

“Norbord Superior Proposal Notice” has the meaning ascribed thereto in Section 7.4(a)(iii);

“Norbord Tax Installment Deficiency” has the meaning ascribed thereto in Section 5.1(k);

“Norbord Tenures” means, with respect to Norbord, all forest licenses, forest management agreements, tree farm licenses, timber sale licenses, timber quotas, timber permits, pulpwood agreements and other forms of agreements granting harvesting rights under the Forest Act, or similar legislation in any other jurisdictions, held by it and its subsidiaries;

“Norbord Termination Fee Event” has the meaning ascribed thereto in Section 8.3(a);

“Norbord UK Eligible Employees” has the meaning ascribed thereto in Section 2 of the Norbord UK Subplan;

“Norbord UK Subplan” means the Appendix to the Norbord Stock Option Plan, approved on February 12, 2013, relating to the granting of Norbord Options to Norbord UK Eligible Employees;

“Norbord Voting Agreements” means the voting agreements entered into by West Fraser with all of the directors of Norbord and the Norbord Executives, pursuant to which, among other things, such directors and Norbord Executives have agreed to vote all of the Norbord Shares held by them in favour of the Arrangement Resolution, on the terms and subject to the conditions set forth in such agreement, substantially in the form of Schedule F;

“NYSE” means the New York Stock Exchange;

“Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Entity (in each case, whether temporary, preliminary or permanent);

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“Ordinary Course” means, with respect to an action to be taken by a Party or its subsidiaries, that such action is consistent with the past practices of the Party and its subsidiaries, as such practices are reflected in the financial statements of the Party, and is taken in the ordinary course of the normal day-to-day operations of the business of the Company, including as such operations may have been varied by a Party on a temporary basis in response to the COVID-19 pandemic;

“Outside Date” means February 28, 2021 or such later date as may be agreed to in writing by the Parties, provided that if on such date the condition set forth in Section 6.1(e) shall not be satisfied but all other conditions set forth in Article 6 (other than those capable of being satisfied at the Effective Time only) shall have been satisfied, then the Outside Date may be postponed by up to two extension periods of up to three months each on the following basis:

(a) either Party may elect postponement for an initial three month extension period by written notice to the other Party prior to 5:00 pm Pacific Time on the Outside Date, provided that (i) such Party is not in default of its obligations under this Agreement; and (ii) a Regulatory Action remains outstanding and either Party is diligently contesting it; and

(b) if the Regulatory Action remains outstanding as of the expiry of the first extension period, then either Party may elect postponement for a second three month extension period by written notice to the other Party prior to 5:00 pm Pacific Time on the initial extended Outside Date, provided that such Party is not in default of its obligations under this Agreement;

“Parties” means Norbord and West Fraser, and “Party” means either of them;

“Payout Value” means the product of (i) the Exchange Ratio, multiplied by (ii) the volume-weighted average price on the TSX of the West Fraser Shares for a five Business Day period, starting with the opening of trading on the seventh Business Day prior to the Effective Date to the closing of trading on the third to last Business Day prior to the Effective Date, as reported by Bloomberg;

“Permitted Encumbrances” means, collectively, (a) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with IFRS has been made therefor in the Norbord Financial Statements; (b) with respect to Norbord only, Liens under all security documents under Norbord’s 6.25% Senior Secured Notes due April 2023 and 5.75% Senior Secured Notes due July 2027, and Norbord’s revolving bank lines as disclosed in Norbord’s Public Disclosure Record; (c) Liens imposed by law such as builders, workers, carriers, warehousemen, suppliers, landlords and mechanics Liens, in each case incurred in the ordinary course of business for sums not yet due or being contested in good faith by appropriate proceedings; (d) leases or subleases of real estate, survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that do not individually or in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (e) Liens on insurance policies and proceeds thereof or other deposits to secure insurance premium financings; (f) filing of Uniform Commercial Code or PPSA financing statements as precautionary measures in connection with

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operating leases and operating leases of personal property entered into in the ordinary course of business and having term renewals of greater than one year that are deemed to be Liens under applicable Law; (g) bankers’ Liens, rights of setoff, Liens arising out of judgments or awards and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (h) Liens on specific items of inventory or other goods and the proceeds thereof of any Person securing such Person’s obligations in respect of bankers acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase shipment or storage of such inventory or other goods; (i) grants of software and other technology licenses in the ordinary course of business; (j) Liens arising out of conditional sale title retention consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (k) Liens in connection with escrow deposits made in connection with any acquisition of assets; (l) Liens arising in the ordinary course of business in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, provided that any reserve or other appropriate provision as is required in conformity with IFRS has been made therefor; (m) any extension, renewal or replacement in whole or in part of any Lien described in the foregoing (a) through (e), provided that any such extension, renewal or replacement shall be no more restrictive in any material respect than the Lien extended, renewed or replaced and shall not extend to any other property other than such item of property originally covered by such Lien or by improvement thereof or additions or accessions thereto; (n) leases, licenses, subleases and sublicenses of assets, including, real property and intellectual property rights that do not materially interfere with the ordinary conduct of the business of the Person or any of its subsidiaries; (o) covenants, conditions, restrictions, agreements, easements and other matters of record affecting title to the real property provided that they have been complied with and do not individually or in the aggregate materially and adversely impair the current use and operation thereof assuming its continued use in the manner in which it is currently used; (p) any unregistered easements, rights-of-way or other unregistered interests or claims not disclosed by the records of the land registry or land titles division in which the real property is located but which are granted by or prescribed by Law have been complied with or which do not individually or in the aggregate materially and adversely impair the current use and operation of the real property; (q) such defects, imperfections or irregularities of title or Liens including, by way of example, encroachments and other matters which would be revealed by an up-to-date survey as do not individually or in the aggregate materially and adversely impair the current use and operation of the real property; (r) agreements with any municipal, provincial or federal governments or authorities and any public utilities or private parties pertaining to the use, development, redevelopment and/or operation of the real property and any security granted in connection therewith; (s) standard statutory limitations conditions and exceptions to title and any rights reserved or vested in any Person by any original patent or grant or any statutory provision provided that they have been complied with and do not individually or in the aggregate materially and adversely impair the current use and operation thereof assuming its continued use in the manner in which it is currently used; (t) general native land claims in respect of aboriginal title to crown lands in British Columbia that do not relate specifically to any Norbord Tenures, any Norbord Owned Real Property or any Authorization of Norbord or its subsidiaries and (u) Liens disclosed in Section 1.1 of the Norbord Disclosure Letter;

“Person” includes an individual, partnership, association, company, corporation, body corporate, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

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“Plan of Arrangement” means the plan of arrangement, substantially in the form and on the terms set out in Schedule A hereto, and any amendments or variations thereto made in accordance with Section 9.1 hereof or the Plan of Arrangement;

“PPSA” means the Personal Property Security Act (Ontario) or the Personal Property Security Act (British Columbia), to the extent applicable based on the location of the personal property and the application of applicable conflicts rules, and any other applicable federal, provincial or territorial statute pertaining to the granting perfecting priority or ranking of security interests, liens or hypothecs on personal property including the Civil Code of Quebec and any successor statutes together with any regulations thereunder in each case as in effect from time to time;

“Pre-Acquisition Reorganization” has the meaning ascribed thereto in Section 5.8(a);

“Qualifying Holdco” has the meaning ascribed thereto in Section 2.13(a);

“Qualifying Holdco Shareholders” has the meaning ascribed thereto in Section 2.13(a);

“Qualifying Holdco Shares” has the meaning ascribed thereto in Section 2.13(a)(v);

“RBC” means RBC Dominion Securities Inc.;

“Regulatory Action” means any action, lawsuit, review, investigation, inquiry or other proceeding taken, commenced or threatened by or before any antitrust or competition regulatory authorities of Canada, the United States or any other jurisdiction in connection with Competition Laws to enjoin, prohibit or impose material limitations or conditions on the transactions contemplated by this Agreement or which would or would reasonably be expected to have such an effect;

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, Authorizations and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities required in relation to the transactions contemplated hereby, including the Key Regulatory Approvals;

“Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Substance in the indoor or outdoor environment, including the movement of Hazardous Substance through or in the air, soil, surface water, groundwater or property;

“Replacement Option” means an option to purchase West Fraser Shares to be issued in accordance with Section 3.1(a)(i) of the Plan of Arrangement;

“Representatives” means, collectively, in respect of a Person, (a) its directors, officers, employees, consultants, agents, representatives and any financial or other advisor, law firm, accounting firm or other professional firm retained to assist the Person in connection with the transactions contemplated in this Agreement, and (b) the Person’s subsidiaries and the directors, officers, employees, agents and representatives and advisors thereof;

“Restricted Party” means a Person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a Person listed on, any Sanctions List, (ii) located in, incorporated under

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the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of Sanctions, or (iii) otherwise a target of Sanctions;

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; or (v) the respective governmental institutions and agencies of any of the foregoing, including, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury (“HMT”) or any other relevant sanctions authority (together “the Sanctions Authorities”);

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designations made by, any of the Sanctions Authorities;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act (ON)” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Authorities” means the applicable securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada and the SEC;

“Securities Laws” means the Securities Act (ON), the U.S. Securities Act and the U.S. Exchange Act, together with all other applicable Canadian provincial and territorial and United States federal and state securities laws, rules, regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

“Sherman Act” means the Sherman Antitrust Act of 1890, as amended;

“Statutory Plans” means statutory benefit plans which a Party or any of its subsidiaries is required to participate in or comply with or in respect of which any of them has an actual or potential liability, including the Canada Pension Plan and Quebec Pension Plan and plans administered pursuant to applicable health, tax, workplace safety insurance and employment insurance legislation;

“subsidiary” means, in respect of a Party, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such Party and shall include any body corporate, partnership, joint venture or other entity over which such Party exercises direction or control or which is in a like relation to a subsidiary;

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“Superior Proposal” means a bona fide unsolicited, written Acquisition Proposal with respect to a Party made after the date of this Agreement by an arm’s length third party or arm’s length third parties acting jointly (and, for certainty, is not made by Brookfield or any of its affiliates if in respect of Norbord) that:

(a) complies with Securities Laws in all material respects;

(b) if in respect of Norbord, did not result from or otherwise involve a breach of Sections 7.1, 7.2, 7.3 or 7.4 by Norbord or its Representatives;

(c) if in respect of West Fraser, did not result from or otherwise involve a breach of Sections 7.5, 7.6, 7.7 or 7.8 by West Fraser or its Representatives;

(d) relates to the acquisition of 100% of the outstanding shares of a Party or all or substantially all of the consolidated assets of a Party and its subsidiaries, whether by way of a single or multistep transaction or a series of related transactions;

(e) is reasonably capable of being completed without undue delay, taking into account the financial, legal, regulatory and other aspects of such Acquisition Proposal (including required shareholder approvals and minimum tender requirements) and the Person making such Acquisition Proposal;

(f) that is not subject to a financing condition or contingency and in respect of which it has been demonstrated to the satisfaction of the Party’s board of directors, acting in good faith (and after receipt of advice from its non-related financial advisors and its outside legal counsel) that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal;

(g) is not subject to a due diligence or access to information condition; and

(h) in respect of which the Party’s board of directors determines, in their good faith judgment, after consultation with outside legal counsel and after receiving advice from their non-related financial advisors that, having regard to all of its terms and conditions, such Acquisition Proposal, would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the shareholders of the Party from a financial point of view than the Arrangement (after taking into account any change to the Arrangement proposed by the other Party pursuant to Section 7.4(b) or Section 7.8(b));

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes;

“Taxes” in respect of a Person means: (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or

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will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including national, federal, provincial, state and territorial income taxes), payroll and employee withholding taxes, employment and unemployment taxes and insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, government pension plan premiums or contributions and other charges from Governmental Entities, and other obligations of the same or of a similar nature to any of the foregoing, which such Person is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not; and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of being liable to another Person’s Taxes as a transferee or successor, by contract or otherwise;

“TDSI” means Toronto Dominion Securities Inc.;

“Termination Fee” means $110 million;

“Transaction” means the completion of the acquisition of Norbord by West Fraser in accordance with the terms of the Plan of Arrangement;

“Transferred Information” means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) that is in the control of a Party that is to be disclosed or conveyed to the other Party or any of its Representatives or agents by or on behalf of such Party as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to such other Party prior to the execution of this Agreement;

“TSX” means the Toronto Stock Exchange;

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Colombia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as the same has been, and hereafter from time to time may be, amended;

“U.S. Securities Act” means the United States Securities Act of 1933, as the same has been, and hereafter from time to time may be, amended; and

“Voting Agreements” means, collectively:

(a) the Brookfield Voting Agreement;

(b) the West Fraser Voting Agreements; and

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(c) the Norbord Voting Agreements;

“West Fraser” means West Fraser Timber Co. Ltd., a corporation existing under the laws of the Province of British Columbia;

“West Fraser Board” means the board of directors of West Fraser as the same is constituted from time to time;

“West Fraser Board Recommendation” means the unanimous determination of the West Fraser Board, after consultation with its legal and financial advisors, including the West Fraser Financial Advisors, that the Arrangement is in the best interests of West Fraser and is fair to West Fraser Shareholders and the unanimous recommendation of the West Fraser Board to West Fraser Shareholders that they vote in favour of the West Fraser Resolution;

“West Fraser Capital Plan” means the capital plan forecasted by West Fraser and made available to Norbord in the West Fraser Data Room;

“West Fraser Change in Recommendation” means:

(a) the failure by the West Fraser Board to make the West Fraser Board Recommendation;

(b) the withdrawal, amendment, modification or qualification of the West Fraser Board Recommendation in a manner adverse to Norbord prior to the West Fraser Meeting or any public statement by West Fraser of an intention to withdraw, amend, modify or qualify the West Fraser Board Recommendation in a manner adverse to Norbord prior to the West Fraser Meeting;

(c) the failure by the West Fraser Board to publicly reaffirm (without qualification) the West Fraser Board Recommendation within five Business Days (but in any case prior to the West Fraser Meeting) after having been requested to do so in writing by Norbord, acting reasonably;

(d) the acceptance, approval, endorsement or recommendation of any Acquisition Proposal, or a public proposal to do so, by the West Fraser Board;

(e) the failure by the West Fraser Board to take any position, or the taking by the West Fraser Board of a neutral position, with respect to any Acquisition Proposal for more than five Business Days (but in any case prior to the West Fraser Meeting) after the announcement of such Acquisition Proposal;

(f) the failure by West Fraser to include the West Fraser Board Recommendation in the West Fraser Circular in accordance with Section 2.7(b) of this Agreement; or

(g) any resolution or proposal by the West Fraser Board to take any of the foregoing actions in paragraphs (a) through (f) above;

“West Fraser Circular” means the notice of the West Fraser Meeting to be sent to the West Fraser Shareholders in connection with the West Fraser Meeting and the accompanying management information circular, including all schedules, appendices and exhibits thereto, and information

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incorporated by reference therein, as amended, supplemented or otherwise modified from time to time;

“West Fraser Class B Shares” means the Class B common shares of West Fraser;

“West Fraser Computer Systems” has the meaning ascribed thereto in paragraph (ll)(i) of Schedule D;

“West Fraser Data Room” means the electronic data room established by West Fraser in connection with the transactions contemplated by this Agreement, hosted by McMillan LLP, as such electronic data room existed as of 11:59pm (Eastern time) on November 18, 2020;

“West Fraser Disclosure Letter” means the disclosure letter executed by West Fraser and delivered to Norbord on the date hereof in connection with the execution of this Agreement;

“West Fraser DS Unit” means a deferred share unit granted under the West Fraser DSU Plan;

“West Fraser DSU Plan” means the Director Deferred Share Unit Plan of West Fraser;

“West Fraser Employee Plans” has the meaning ascribed thereto in paragraph (hh)(i) of Schedule D;

“West Fraser Excess Dividend” means any dividend or other distribution (whether in cash, shares or property, or any combination thereof) declared, set aside or paid on the West Fraser Shares if such dividend or other distribution is in excess of $0.30 per share per quarter;

“West Fraser Excess Dividend Notice” has the meaning ascribed thereto in Section 5.2(j);

“West Fraser Executives” means the following executives of West Fraser:

(a) Ray Ferris, President and Chief Executive Officer;

(b) Chris Virostek, Vice-President, Finance and Chief Financial Officer;

(c) Chris McIver, Vice-President, Sales and Marketing;

(d) Sean McLaren, Vice-President, U.S. Lumber; and

(e) Brian Balkwill, Vice-President, Canadian Wood Products;

“West Fraser Fairness Opinions” means the opinions of the West Fraser Financial Advisors to the effect that, as of the date of the opinion, the completion of the Transaction is fair, from a financial point of view, to the West Fraser Shareholders;

“West Fraser Financial Advisors” means TDSI and Scotia Capital Inc., in their capacity as financial advisors to the West Fraser Board;

“West Fraser Fundamental Representations” means the representations and warranties of West Fraser set forth in paragraphs (a), (c), (f)(i)(A) and (h) of Schedule D and the first sentence of paragraph (b) of Schedule D;

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“West Fraser Matching Period” has the meaning ascribed thereto in Section 7.4(a)(v);

“West Fraser Material Subsidiaries” means each of the following subsidiaries of West Fraser:

(a) West Fraser Mills Ltd.;

(b) Blue Ridge Lumber Inc.;

(c) Sundre Forest Products Inc.;

(d) Manning Forest Products Ltd.;

(e) West Fraser, Inc.;

(f) West Fraser Wood Products Inc.;

(g) West Fraser Southeast, Inc.; and

(h) West Fraser Newsprint Ltd.;

“West Fraser Meeting” means the special meeting of West Fraser Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with this Agreement to consider the West Fraser Resolution and for any other purpose as may be set out in the West Fraser Circular;

“West Fraser PS Unit” means a performance share unit granted under the West Fraser PSU Plan;

“West Fraser PSU Plan” means the Phantom Share Unit Plan of West Fraser;

“West Fraser Public Disclosure Record” means all documents and information filed by West Fraser under applicable Securities Laws on SEDAR since December 31, 2019;

“West Fraser Resolution” means the resolution of the West Fraser Shareholders approving the issuance of the Consideration to the Norbord Shareholders pursuant to the Arrangement in accordance with the requirements of the TSX;

“West Fraser RS Unit” means a restricted share unit granted under the West Fraser PSU Plan;

“West Fraser Shareholder Approval” means the approval by the majority of West Fraser Shareholders of the West Fraser Resolution in the manner required by the TSX;

“West Fraser Shareholders” means the holders of the West Fraser Shares and the West Fraser Class B Shares;

“West Fraser Shares” means common shares in the capital of West Fraser, as currently constituted and that are currently listed and posted for trading on the TSX under the symbol “WFT”;

“West Fraser Stock Option Plan” means the stock option plan of West Fraser, as amended and restated as of April 19, 2016;

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“West Fraser Superior Proposal Notice” has the meaning ascribed thereto in Section 7.8(a)(iii);

“West Fraser Tax Installment Deficiency” has the meaning ascribed thereto in Section 5.2(j);

“West Fraser Tenures” means, with respect to West Fraser, all forest licenses, forest management agreements, tree farm licenses, timber sale licenses, timber quotas, timber permits, pulpwood agreements and other forms of agreements granting harvesting rights under the Forest Act, or similar legislation in any other jurisdictions, held by it and its subsidiaries;

“West Fraser Termination Fee Event” has the meaning ascribed thereto in Section 8.3(b); and

“West Fraser Voting Agreements” means (i) the voting agreements entered into by Norbord with all of the directors of West Fraser and the West Fraser Executives, substantially in the form of Schedule F and (ii) the voting agreements entered into by Norbord with certain shareholders of West Fraser, substantially in the form of Schedule H, in each case pursuant to which, among other things, such persons have agreed to vote all of the West Fraser Shares held by them in favour of the West Fraser Resolution, on the terms and subject to the conditions set forth in such agreements.

1.2 Interpretation Not Affected by Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section or Schedule by number or letter or both refer to the Article, Section or Schedule, respectively, bearing that designation in this Agreement.

1.3 Number and Gender

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 Date for Any Action

If the date on or by which any action is required or permitted to be taken hereunder by a Party is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

1.5 Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

1.6 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made shall be made in a manner consistent with IFRS consistently applied.

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1.7 Knowledge

In this Agreement, references to “the knowledge of Norbord” means the actual collective knowledge, following due inquiry, of Peter Wijnbergen, President and Chief Executive Officer of Norbord, and Robin Lampard, Senior Vice President and Chief Financial Officer of Norbord, and is deemed to include the knowledge that each would have if he or she had made reasonable inquiries (provided that no inquiries are required to be made of any Person that is not a Representative of Norbord or its subsidiaries).

In this Agreement, references to “the knowledge of West Fraser” means the actual collective knowledge, following due inquiry, of Ray Ferris, President and Chief Executive Officer of West Fraser, and Chris Virostek, Vice-President, Finance and Chief Financial Officer of West Fraser, and is deemed to include the knowledge that each would have if he or she had made reasonable inquiries (provided that no inquiries are required to be made of any Person that is not a Representative of West Fraser or its subsidiaries).

1.8 Disclosure Letters

Each of the Norbord Disclosure Letter and the West Fraser Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to applicable Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes, or (ii) a Party needs to disclose it in order to enforce its rights under this Agreement.

1.9 Subsidiaries

References to Norbord in Article 3 and Schedule C refer to Norbord and its subsidiaries on a consolidated basis (provided that for greater certainty, for purposes of paragraph (x) of Schedule C, the representation and warranty shall not be provided on a consolidated basis if that basis is not required or provided for under applicable Law, in which case a reference to Norbord shall refer to Norbord and each of its subsidiaries on an unconsolidated basis), except that references to Norbord in paragraphs or subparagraphs (b), (c), (d), (f), (g), (h), (i), (j), (k), (l) and 5(x)(x) of Schedule C refer to only Norbord and not to its subsidiaries.

References to West Fraser in Article 4 and Schedule D refer to West Fraser and its subsidiaries on a consolidated basis (provided that for greater certainty, for purposes of paragraph (w) of Schedule D, the representation and warranty shall not be provided on a consolidated basis if that basis is not required or provided for under applicable Law, in which case a reference to West Fraser shall refer to West Fraser and each of its subsidiaries on an unconsolidated basis), except that references to West Fraser in paragraphs or subparagraphs (c), (d), (e), (h), (i), (j), (k), (l), and (w)(x) of Schedule D refer to only West Fraser and not to its subsidiaries.

1.10 Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

Schedule A – Plan of Arrangement

Schedule B – Arrangement Resolution

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Schedule C – Representations and Warranties of Norbord

Schedule D – Representations and Warranties of West Fraser

Schedule E – Form of Brookfield Voting Agreement

Schedule F – Form of Director/Officer Voting Agreement

Schedule G - Form of West Fraser Shareholder Voting Agreement

ARTICLE 2

THE ARRANGEMENT

2.1 The Arrangement

West Fraser and Norbord agree that the Arrangement shall be implemented in accordance with the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

2.2 Interim Order

Norbord shall apply to the Court pursuant to section 192 of the CBCA for the Interim Order as follows:

(a) as soon as reasonably practicable following the date of execution of this Agreement, but in no event later than December 18, 2020, Norbord shall, in a manner reasonably acceptable to West Fraser, prepare, file, proceed with and diligently pursue an application to the Court for the Interim Order which must provide, among other things:

(i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Norbord Meeting and the manner in which such notice is to be provided;

(ii) that the requisite approval for the Arrangement Resolution shall be 66²⁄₃% of the votes cast on the Arrangement Resolution by Norbord Shareholders present in person or represented by proxy and entitled to vote at the Norbord Meeting (“Norbord Shareholder Approval”);

(iii) that in all other respects, the terms, conditions and restrictions of Norbord’s constating documents, including quorum requirements and other matters, shall apply in respect of the Norbord Meeting;

(iv) for the grant of the Dissent Rights to registered holders of Norbord Shares which Dissent Rights shall provide for a Norbord Shareholder’s written objection to the Arrangement Resolution to be received by Norbord at least two days before the Norbord Meeting;

(v) for notice requirements with respect to the presentation of the application to the Court for the Final Order;

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(vi) that the Norbord Meeting may be adjourned or postponed from time to time by Norbord in accordance with the terms of this Agreement without the need for additional approval of the Court;

(vii) that the record date for Norbord Shareholders entitled to notice of and to vote at the Norbord Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Norbord Meeting; and

(viii) for such other matters as West Fraser may reasonably require, subject to obtaining the prior written consent of Norbord, which will not be unreasonably withheld.

(b) In seeking the Interim Order, Norbord shall advise the Court that it is West Fraser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of West Fraser Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement, as contemplated in Section 2.5.

2.3 Norbord Meeting

Subject to the terms of this Agreement:

(a) Norbord shall set the record date for Norbord Shareholders entitled to vote at the Norbord Meeting as promptly as practicable and, in any event, the record date shall be no later than December 11, 2020, and shall convene and conduct the Norbord Meeting in accordance with the Interim Order, Norbord’s constating documents and applicable Laws as soon as reasonably practicable, and in any event on or before January 31, 2021, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Norbord Meeting without the prior written consent of West Fraser, except:

(i) as required for quorum purposes; or

(ii) as required or permitted under Section 6.5 or Section 7.4(e).

Norbord will use commercially reasonable efforts to schedule the Norbord Meeting on the same day as, and immediately prior to, the West Fraser Meeting.

(b) Norbord will use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, at Norbord’s discretion or if so requested by West Fraser (and at Norbord’s sole expense), using the services of dealers and proxy solicitation service firms to solicit proxies in favour of the Arrangement Resolution. Norbord shall instruct Norbord’s transfer agent to report to West Fraser and its designated Representatives on a daily basis on each of the last ten (10) Business Days prior to the Norbord Meeting as to the aggregate tally of the proxies received by Norbord in respect of the Arrangement Resolution.

(c) Except for non-substantive communications from any Norbord Shareholder (provided that communications from such Norbord Shareholders are not

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substantive in the aggregate), Norbord will promptly advise West Fraser of any communication (written or oral) from any Norbord Shareholder in opposition to the Arrangement, written notice of dissent or purported exercise by any Norbord Shareholder of Dissent Rights received by Norbord in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Norbord, and any written communications sent by or on behalf of Norbord to any Norbord Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution.

(d) Norbord will not make any payment or settlement offer, or agree to any payment or settlement with respect to Dissent Rights without the prior written consent of West Fraser.

(e) Norbord, at the request of West Fraser from time to time, will provide West Fraser with a list (in both written and electronic form) of (i) the Norbord Shareholders, together with their addresses and respective holdings of Norbord Shares, and (ii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Norbord Shares, together with their addresses and respective holdings of Norbord Shares. Norbord shall from time to time require that its registrar and transfer agent furnish West Fraser with such additional information, including updated or additional lists of Norbord Shareholders, and lists of securities positions and other assistance as West Fraser may reasonably request in order to be able to communicate with respect to the Arrangement with the Norbord Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.

2.4 Norbord Circular

(a) Subject to West Fraser’s compliance with Section 2.4(c), Norbord shall as promptly as practicable prepare and compile the Norbord Circular together with any other documents required by Law in connection with the Norbord Meeting and cause the Norbord Circular and such other documents to be filed and sent to each Norbord Shareholder and any other Person as required by the Interim Order or Law.

(b) Norbord shall ensure that the Norbord Circular complies in all material respects with the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Norbord Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (a “Misrepresentation”) (other than in each case with respect to any information relating to and provided by West Fraser) and shall provide Norbord Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Norbord Meeting. Without limiting the generality of the foregoing, the Norbord Circular will include: (i) a copy of the Norbord Fairness Opinions; (ii) the Norbord Board Recommendation; and (iii) statements that Brookfield and the officers and directors of Norbord intend to vote all of their respective Norbord Shares in favour of the Arrangement Resolution, subject to the other terms of this

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Agreement, the Brookfield Voting Agreement and the Norbord Voting Agreements.

(c) West Fraser will furnish to Norbord all such information regarding West Fraser and its affiliates as may be required by Law to be included in the Norbord Circular and other documents related thereto. West Fraser shall ensure that no such information will include any Misrepresentation. West Fraser hereby indemnifies and saves harmless Norbord and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which Norbord or any of its Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Norbord Circular that was provided by West Fraser or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authorities or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

(d) West Fraser and its legal counsel shall be given a reasonable opportunity to review and comment on the Norbord Circular and related documents, prior to the Norbord Circular being printed and mailed to Norbord Shareholders and filed with the Securities Authorities and reasonable consideration shall be given to any comments made by West Fraser and its counsel, provided that all information relating to Norbord and its subsidiaries included in the Norbord Circular shall be in form and content reasonably satisfactory to Norbord and all information relating to West Fraser and its subsidiaries included in the Norbord Circular shall be in form and content reasonably satisfactory to West Fraser.

(e) Each Party shall promptly notify the other Party if at any time before the Effective Date, it becomes aware that the Norbord Circular contains a Misrepresentation, or that the Norbord Circular otherwise requires an amendment or supplement, and the Parties shall co-operate in the preparation of any amendment or supplement to the Norbord Circular, as required or appropriate, and Norbord shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Norbord Circular to Norbord Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

2.5 U.S. Securities Law Matters

The Parties agree that the Arrangement shall be carried out with the intention that all West Fraser Shares issued under the Arrangement shall be issued by West Fraser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate West Fraser’s compliance with the U.S. Securities Act and other United States securities Laws, the Parties agree that the Arrangement shall be carried out on the following basis:

(a) pursuant to Section 2.2(b), prior to the issuance of the Interim Order, the Court shall be advised as to the intention of Norbord and West Fraser to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance

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of West Fraser Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement;

(b) prior to the issuance of the Interim Order, Norbord shall file with the Court a copy of the proposed text of the Norbord Circular together with any other documents required by applicable Laws in connection with the Norbord Meeting;

(c) the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of the West Fraser Shares pursuant to the Arrangement;

(d) Norbord shall ensure that each Norbord Shareholder shall be given adequate and appropriate notice advising them of their right to attend the hearing of the Court for the Final Order to give approval to the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(e) all Norbord Shareholders entitled to receive West Fraser Shares pursuant to the Arrangement shall be advised that the West Fraser Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and shall be issued by West Fraser in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of affiliates of West Fraser, shall be subject to certain restrictions on resale under the United States securities Laws, including Rule 144 under the U.S. Securities Act;

(f) the Interim Order approving the Norbord Meeting shall specify that each Person entitled to receive West Fraser Shares pursuant to the Arrangement shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time;

(g) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as fair and reasonable to all Norbord Shareholders entitled to receive West Fraser Shares pursuant to the Arrangement;

(h) the Final Order shall include a statement to substantially the following effect:

“This Order shall serve as the basis for reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of common shares and options of West Fraser pursuant to the Plan of Arrangement.”; and

(i) the Court shall hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order.

2.6 West Fraser Meeting

Subject to the terms of this Agreement:

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(a) West Fraser shall set the record date for West Fraser Shareholders entitled to vote at the West Fraser Meeting as promptly as practicable and, in any event, the record date shall be no later than December 11, 2020, and shall convene and conduct the West Fraser Meeting in accordance with West Fraser’s constating documents and applicable Laws as soon as reasonably practicable, and in any event on or before January 31, 2021 and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the West Fraser Meeting without the prior written consent of Norbord, except:

(i) as required for quorum purposes; or

(ii) as required or permitted under Section 6.5 or Section 7.8(e).

(b) West Fraser will use commercially reasonable efforts to schedule the West Fraser Meeting on the same day as, and immediately following, the Norbord Meeting.

(c) West Fraser will use commercially reasonable efforts to solicit proxies in favour of the approval of the West Fraser Resolution, including, at West Fraser’s discretion or if so requested by Norbord (and at West Fraser’s sole expense), using the services of dealers and proxy solicitation service firms to solicit proxies in favour of the West Fraser Resolution. West Fraser shall instruct West Fraser’s transfer agent to report to Norbord and its designated Representatives on a daily basis on each of the last ten (10) Business Days prior to the West Fraser Meeting as to the aggregate tally of the proxies received by West Fraser in respect of the West Fraser Resolution.

(d) Except for non-substantive communications from any West Fraser Shareholder (provided that communications from such West Fraser Shareholders are not substantive in the aggregate), West Fraser will promptly advise Norbord of any communication (written or oral) from any West Fraser Shareholder in opposition to the West Fraser Resolution.

2.7 West Fraser Circular

(a) Subject to Norbord’s compliance with Section 2.4(c), West Fraser shall as promptly as practicable prepare and compile the West Fraser Circular together with any other documents required by Law in connection with the West Fraser Meeting and cause the West Fraser Circular and such other documents to be filed and sent to each West Fraser Shareholder and any other Person as required by Law.

(b) West Fraser shall ensure that the West Fraser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the West Fraser Circular does not contain any Misrepresentation (other than in each case with respect to any information relating to and provided by Norbord) and shall provide West Fraser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the West Fraser Meeting. Without limiting the generality of the foregoing, the West Fraser Circular will include: (i) a copy of the West Fraser Fairness Opinions; (ii) the West Fraser Board Recommendation, and (iii) a

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statement that the officers and directors of West Fraser intend to vote all of their respective West Fraser Shares in favour of the West Fraser Resolution, subject to the other terms of this Agreement and the West Fraser Voting Agreements.

(c) Norbord will furnish to West Fraser all such information regarding Norbord and its affiliates as may be required by Law to be included in the West Fraser Circular and other documents related thereto. Norbord shall ensure that no such information will include any Misrepresentation. Norbord hereby indemnifies and saves harmless West Fraser and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which West Fraser or any of its Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the West Fraser Circular that was provided by Norbord or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authorities or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

(d) Norbord and its legal counsel shall be given a reasonable opportunity to review and comment on the West Fraser Circular and related documents, prior to the West Fraser Circular being printed and mailed to West Fraser Shareholders and filed with the Securities Authorities and reasonable consideration shall be given to any comments made by Norbord and its counsel, provided that all information relating to West Fraser and its subsidiaries included in the West Fraser Circular shall be in form and content reasonably satisfactory to West Fraser and all information relating to Norbord and its subsidiaries included in the West Fraser Circular shall be in form and content reasonably satisfactory to Norbord.

(e) Each Party shall promptly notify the other Party if at any time before the Effective Date, it becomes aware that the West Fraser Circular contains a Misrepresentation, or that the West Fraser Circular otherwise requires an amendment or supplement, and the Parties shall co-operate in the preparation of any amendment or supplement to the West Fraser Circular, as required or appropriate, and West Fraser shall promptly mail or otherwise publicly disseminate any amendment or supplement to the West Fraser Circular to West Fraser Shareholders and, if required by applicable Laws, file the same with the Securities Authorities and as otherwise required.

2.8 Final Order

If (i) the Interim Order is obtained, (ii) the Arrangement Resolution is passed at the Norbord Meeting by Norbord Shareholders as provided for in the Interim Order and as required by applicable Law, and (iii) the West Fraser Resolution is passed at the West Fraser Meeting by the West Fraser Shareholders, subject to the terms of this Agreement, Norbord shall as soon as reasonably practicable thereafter, and in any event within three Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 192 of the CBCA.

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2.9 Court Proceedings

Subject to the terms of this Agreement, Norbord will, in cooperation with West Fraser, diligently pursue the Interim Order and the Final Order and West Fraser will cooperate with and assist Norbord in seeking the Interim Order and the Final Order, including by providing Norbord on a timely basis any information required to be supplied by West Fraser in connection therewith. Norbord will provide West Fraser’s legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement prior to the service and filing of such materials, and will give reasonable consideration to all such comments. Norbord will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement. Norbord will also provide West Fraser’s legal counsel on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on Norbord or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. In addition, Norbord will not object to legal counsel to West Fraser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Norbord is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Norbord will oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, West Fraser.

2.10 Articles of Arrangement and Effective Date

(a) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the Plan of Arrangement.

(b) Norbord shall amend the Plan of Arrangement at any time and from time to time prior to the Effective Date, at the reasonable request of West Fraser, to modify any of its terms as determined to be necessary or desirable by West Fraser, acting reasonably, provided that no such amendment (i) is inconsistent with the Interim Order, the Final Order or this Agreement, (ii) is prejudicial to Norbord or the Norbord Shareholders in any respect, or (iii) creates a reasonable risk of delaying, impairing or impeding in any material respect the satisfaction of any conditions set forth in Article 6.

(c) The Arrangement shall become effective on the date upon which West Fraser and Norbord agree in writing as the Effective Date or, in the absence of such agreement, five Business Days following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Sections 6.1, 6.2 and 6.3 of this Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable party for whose benefit such conditions exist) and the Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law.

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2.11 Incentive Plan and Employment Matters

(a) In accordance with the Plan of Arrangement, Norbord shall take all actions necessary so that, at the time specified in the Plan of Arrangement:

(i) with respect to Norbord Options and Norbord RSUs held by the Norbord Continuing Executives and all outstanding Norbord DSUs, whether held by Norbord Continuing Executives, Norbord Departing Executives, or Norbord directors, such Incentive Securities will continue in full force and effect without amendment except as provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan, Norbord RSU Plan or Norbord DSU Plans or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

(A) each Norbord Option outstanding immediately prior to the Effective Time shall, without any further action on the part of any holder thereof, be exchanged for an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Norbord Option immediately prior to the Effective Time, such number of West Fraser Shares equal to (1) that number of Norbord Shares that were issuable upon exercise of such Norbord Option immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, rounded down to the nearest whole number of West Fraser Shares, at an exercise price per West Fraser Share equal to the quotient determined by dividing (X) the exercise price per Norbord Share at which such Norbord Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent; provided that the exercise price of such Replacement Option shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of such Replacement Option does not exceed the In the Money Amount (if any) of such Norbord Option before the exchange;

(B) each Norbord RSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms (other than those terms and conditions rendered inoperative by reason of the Transaction) provided that the terms of such Norbord RSUs shall be deemed to be amended in accordance with the adjustment provisions of the Norbord RSU Plan so as to substitute for the Norbord Shares subject to such Norbord RSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord RSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, and provided that references in the Norbord RSU Plan to “Shares” will be to West Fraser Shares; and

(C) with respect to the Norbord DSUs:

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(1) any director fees earned, but not yet credited in the form of Norbord DSUs, in accordance with the Norbord DSU Plans, to a participating director, shall be credited in the form of Norbord DSUs to the applicable participating director on the Business Day immediately preceding the Effective Date (which day shall be the “Valuation Date” for purposes of the Norbord DSU Plans);

(2) any salary earned, but not yet credited in the form of Norbord DSUs, in accordance with the Norbord DSU Plans, to a participating employee, shall be credited in the form of Norbord DSUs to the applicable participating employee on the day immediately preceding the Effective Date (which day shall be the “Salary Credit Date” for purposes of the Norbord DSU Plans); and

(3) after giving effect to the credits in Section 2.11(a)(i)(C)(1) and Section 2.11(a)(i)(C)(2) above, each Norbord DSU outstanding immediately prior to the Effective Time, will remain outstanding on its existing terms provided that the terms of such Norbord DSUs shall be deemed to be amended in accordance with the adjustment provisions of the Norbord DSU Plans so as to substitute for the Norbord Shares subject to such Norbord DSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord DSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio and provided that references in the Norbord DSU Plans to “Shares” will be to West Fraser Shares;

(ii) with respect to Incentive Securities, other than Norbord DSUs, held by each of the Norbord Departing Executives, such Incentive Securities will be terminated in the manner provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan or Norbord RSU Plan or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

(A) each Norbord Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Norbord Stock Option Plan or the Legacy Ainsworth Option Plan, be surrendered by the holder thereof to Norbord in exchange for a cash payment by Norbord equal to (1) the number of Norbord Shares issuable upon exercise of such Norbord Option, multiplied by (2) the Payout Value, less (3) the applicable exercise price of such Norbord Option, and, for greater certainty, where such amount is zero or a negative Norbord shall be obligated to pay the holder of such Norbord Option a cash payment equal to $0.01 in respect of each such Norbord Option, and

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thereafter each such Norbord Option shall immediately be cancelled and terminated; and

(B) each Norbord RSU, whether vested or unvested, outstanding immediately prior to the Effective Time shall be cancelled in exchange for a cash payment equal to the Payout Value, and thereafter each such Norbord RSU shall immediately be cancelled and terminated,

in each case, subject to the applicable Tax withholdings and other source deduction provisions of the Plan of Arrangement.

(b) Norbord will file an election in the prescribed form under subsection 110(1.1) of the Tax Act in respect of each holder of Norbord Options who would be entitled to a deduction pursuant to paragraph 110(1)(d) of the Tax Act and provide the holder of Norbord Options with evidence in writing of the election.

(c) West Fraser will take all steps reasonably necessary to enable West Fraser to issue the Replacement Options in accordance with the Plan of Arrangement and, following the completion of the Arrangement, to ensure that the West Fraser Shares issuable upon the exercise of the Replacement Options be freely tradeable by the holders thereof, including by filing a Form S-8 with the SEC within a reasonable period of time following the Effective Date.

(d) At least ten Business Days prior to the Effective Date, West Fraser and Norbord will agree, each acting reasonably, upon a list containing the names, job titles and location of the Norbord Departing Executives. Any such Norbord Departing Executive will be terminated on a without cause basis following the Effective Time.

(e) West Fraser and Norbord agree that West Fraser shall make, or shall not impair, impede or delay Norbord from making, any and all payments owing to employees of Norbord and its subsidiaries pursuant to the Norbord AIP and the Norbord Profit Sharing Plans in respect of the 2020 fiscal year by February 28, 2021, consistent with past practice. For greater certainty, if such payments are made by Norbord prior to the Effective Time, the Parties agree that such payments shall not be a breach of Norbord’s obligations under this Agreement, including under Section 5.1.

2.12 Payment of Consideration

West Fraser will, following receipt of the Final Order and at least one Business Day prior to the Effective Date, deliver or cause to be delivered to the Depositary in escrow pending the Effective Time: (i) sufficient West Fraser Shares to satisfy the aggregate Consideration to be paid to Norbord Shareholders (other than dissenting Norbord Shareholders) and Qualifying Holdco Shareholders and (ii) sufficient funds to satisfy any cash payments in lieu of fractional West Fraser Shares, in each case under the Plan of Arrangement.

2.13 Holdco Alternative

(a) West Fraser will permit persons (“Qualifying Holdco Shareholders”) that, (A) are resident in Canada for purposes of the Tax Act (including a “Canadian partnership”

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as defined for the purposes of the Tax Act); (B) are not exempt from tax under Part I of the Tax Act; (C) are registered owners of Norbord Shares as of the date that is 10 days prior to the Norbord Meeting; and (D) elect in respect of such Norbord Shares, by notice in writing provided to West Fraser (or the Depositary) not later than 5:00 p.m. (Toronto time) on the date that is 10 days prior to the Norbord Meeting (the “Holdco Election Date”), to sell all of the issued shares of a corporation (“Qualifying Holdco”), which shall not be comprised of more than one class of common shares, the terms and conditions of which shall be determined in consultation with West Fraser (the “Holdco Alternative”), provided that:

(i) such Qualifying Holdco was incorporated under the CBCA or in another Canadian jurisdiction satisfactory to West Fraser, acting reasonably, not earlier than the date of this Agreement;

(ii) such Qualifying Holdco is a single purpose corporation that has not carried on any business, has no employees, has not held or does not hold any assets other than Norbord Shares and a nominal amount of cash, has never entered into any transaction other than those relating to and necessary for the ownership of the Norbord Shares or, with West Fraser’s consent, such other transactions as are necessary to facilitate those transactions described in the Plan of Arrangement;

(iii) at the time of the acquisition of the Qualifying Holdco Shares by West Fraser (the “Acquisition Time”), such Qualifying Holdco will have no liabilities or obligations of any kind whatsoever, absolute or contingent, accrued or accruing (except to West Fraser under the terms of the Holdco Alternative), and nothing shall have occurred that, with the passage of time or the happening of events, could lead to such liabilities or obligations;

(iv) at the Acquisition Time, such Qualifying Holdco will not have unpaid declared dividends or other unpaid distributions of any description and, prior to the Acquisition Time, such Qualifying Holdco shall not have declared or paid any dividends or other distributions, other than one or more increases in stated capital, one or more stock dividends, a cash dividend financed with a daylight loan, which shall not be outstanding as of the Acquisition Time, or a dividend paid through the issuance of a promissory note with a determined principal amount and any such promissory note issued in relation to the payment of any such dividend shall no longer be outstanding as of the Acquisition Time;

(v) at the Acquisition Time, such Qualifying Holdco shall have no shares outstanding other than the shares (the “Qualifying Holdco Shares”) being disposed of to West Fraser by the Qualifying Holdco Shareholder, who shall be the sole registered and beneficial owner of such shares with good and valid title thereto free and clear of all Liens, and no other person shall have any option, warrant or other right to acquire any securities of or other interest of any description in such Qualifying Holdco, and the Qualifying Holdco shall be the sole registered and beneficial owner of its Norbord Shares with good and valid title thereto free and clear of all Liens;

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(vi) at all times such Qualifying Holdco shall be a resident of Canada for the purposes of the Tax Act and shall not be a resident of, and shall have no taxable presence in, any other country;

(vii) such Qualifying Holdco shall have not more than three directors and three officers;

(viii) the Qualifying Holdco Shareholder shall at its cost and in a timely manner prepare and file all income Tax Returns of such Qualifying Holdco in respect of the taxation year of such Qualifying Holdco ending prior to the Acquisition Time, subject to West Fraser’s right to approve all such Tax Returns as to form and substance;

(ix) notwithstanding any other provision of this Agreement, the Qualifying Holdco Shareholder, and its ultimate controlling shareholder, shall indemnify West Fraser and Norbord, and any successor thereof, for any and all liabilities of the Qualifying Holdco in respect of any matter in connection with the acquisition of such Qualifying Holdco Shares by West Fraser that relates to the period prior to the Effective Time, together with any inaccuracies in the provisos or failure to comply with any of the covenants referenced in this Section 2.13, in a form satisfactory to West Fraser and Norbord, each acting reasonably, such indemnities to survive the execution and delivery of this Agreement and the Effective Time;

(x) the Qualifying Holdco Shareholder will provide West Fraser with copies of all documents necessary to effect the transactions contemplated herein or ancillary thereto on or before the later of: (a) 5 days prior to the date of the Norbord Meeting or (b) the date that is 15 days prior to the Effective Date, as communicated by West Fraser to the Qualifying Holdco Shareholder, the completion of which will comply with applicable Laws (including Securities Laws) at or prior to the Acquisition Time;

(xi) the entering into or implementation of the Holdco Alternative will not result in any delay in the Norbord Meeting, the mailing date of the Norbord Circular or the completion of the Arrangement, and will not impair, impede or delay completing any other transaction contemplated by this Agreement, and will not be, in the opinion of West Fraser, acting reasonably, prejudicial or adverse to West Fraser or Norbord;

(xii) access to the books and records of such Qualifying Holdco shall have been provided on or before the later of: (a) 5 days prior to the date of the Norbord Meeting or (b) the date that is 15 days prior to Effective Date, as communicated by West Fraser to the Qualifying Holdco Shareholder, and West Fraser and its advisors shall have completed their due diligence regarding the business and affairs of such Qualifying Holdco;

(xiii) the terms and conditions of such Holdco Alternative and the Holdco Agreements (as defined below) must be satisfactory to West Fraser and Norbord in form and substance, each acting reasonably, and must include

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representations, warranties and indemnities which are satisfactory to West Fraser and Norbord, each acting reasonably;

(xiv) the Qualifying Holdco Shareholder shall waive its Dissent Rights;

(xv) the Qualifying Holdco Shareholder will be required to pay all reasonable out-of-pocket expenses, including legal and accounting expenses, incurred by West Fraser or Norbord in connection with the Holdco Alternative, including any reasonable costs associated with any due diligence conducted by West Fraser or Norbord;

(xvi) the Qualifying Holdco Shareholder and West Fraser shall agree that West Fraser or the Qualifying Holdco Shareholder may require that the Qualifying Holdco make the election provided in section 256(9) of the Tax Act in respect of the acquisition of control of the Qualifying Holdco by West Fraser;

(xvii) at the Acquisition Time, performance of this Agreement by the Qualifying Holdco Shareholder, and the consummation of the transactions contemplated hereby, will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles or by-laws or constating documents of the Qualifying Holdco or Qualifying Holdco Shareholder (if applicable); (ii) contravene, conflict with or result in a violation or breach of any provision of any applicable Law or judgment, order, writ, injunction or decree of any regulatory authority or Governmental Entity having jurisdiction over the Qualifying Holdco or Qualifying Holdco Shareholder (if applicable); (iii) require any consent or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, any provision of any contract to which the Qualifying Holdco or Qualifying Holdco Shareholder (if applicable) is a party or by which it or any of its properties or assets may be bound; or (iv) result in the creation or imposition of any Lien on the Norbord Shares held by the Qualifying Holdco or the shares of the Qualifying Holdco being sold to West Fraser by the Qualifying Holdco Shareholder; and

(xviii) at the Acquisition Time, unless prior written consent is obtained by West Fraser, such Qualifying Holdco will not have made any election or designation under the Tax Act or any Canadian provincial or territorial income tax legislation, other than eligible dividend designations and proper elections made under section 85 of the Tax Act and any Canadian provincial or territorial income tax legislation in connection with the transactions contemplated herein.

(b) Any Qualifying Holdco Shareholder who elects the Holdco Alternative will be required to make full disclosure to West Fraser and Norbord, by the later of (i) 5 days prior to the date of the Norbord Meeting, and (ii) the date that is 15 days prior to the Effective Date, of all transactions involved in such Holdco Alternative. In the event that the terms and conditions of or the transactions involved in such Holdco

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Alternative are not satisfactory to West Fraser in form and substance, acting reasonably, West Fraser will consider reasonably any proposals put forward by the Qualifying Holdco Shareholder in structuring an alternative transaction in a manner satisfactory to West Fraser, acting reasonably. In the event that the terms and conditions of the transactions involved in such Holdco Alternative are not satisfactory to West Fraser, acting reasonably, and no alternative transactions can be agreed, no Holdco Alternative shall be offered and the other transactions contemplated by this Agreement shall be completed subject to the other terms and conditions hereof.

(c) Each Qualifying Holdco Shareholder (and, as required by West Fraser, the Qualifying Holdco Shareholder’s ultimate controlling shareholder) that has elected the Holdco Alternative will be required to enter into a share purchase agreement and other ancillary documentation (collectively, the “Holdco Agreements”) providing for the acquisition of all issued and outstanding shares of the Qualifying Holdco by West Fraser and for such other matters involving the Qualifying Holdco (including representations, warranties and indemnities reasonably acceptable to West Fraser in form and substance) as are contemplated by the Plan of Arrangement in a form consistent with the foregoing. Failure of any Qualifying Holdco Shareholder to properly elect the Holdco Alternative on or prior to the Holdco Election Date or failure of any Qualifying Holdco Shareholder to properly enter into a Holdco Agreement will disentitle such Qualifying Holdco Shareholder from the Holdco Alternative. Upon request by a Qualifying Holdco Shareholder, West Fraser may in its sole discretion agree to waive any of the requirements described in this Section 2.13.

(d) Norbord covenants and agrees to use commercially reasonable efforts, as determined by Norbord in its sole discretion and provided such efforts do not impair, impede or delay completion of the Arrangement, to cooperate in providing any information that a Shareholder may reasonably request in determining whether it will elect the Holdco Alternative.

2.14 Board of Directors of West Fraser

(a) West Fraser shall take all necessary actions to ensure that upon the completion of the Arrangement, two current independent directors of Norbord will be appointed to the board of directors of West Fraser.

(b) Norbord will cause each of the Norbord directors to resign as a director of Norbord as of the Effective Time, irrespective of whether such Norbord director will be appointed to the West Fraser Board in connection with the completion of the Arrangement.

2.15 Announcement and Shareholder Communications

The Parties shall issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this Agreement, the text of such announcement to be in the form approved by each of West Fraser and Norbord in advance, acting reasonably and without delay. Each Party shall consult with the other Party prior to issuing any other press releases

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or otherwise making public written statements with respect to the Arrangement or this Agreement and shall provide the other Party with a reasonable opportunity to review and comment on all such press releases or public written statements prior to the release thereof. West Fraser and Norbord agree to co-operate in the preparation of presentations, if any, to Norbord Shareholders and West Fraser Shareholders, as applicable, regarding the Plan of Arrangement; provided, however, that the foregoing shall be subject to either Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and each Party shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, none of the foregoing shall prevent either Party from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the ordinary course of business that do not relate specifically to this Agreement or the Arrangement so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by Norbord. The Parties acknowledge that each Party will file this Agreement and a material change report relating thereto on SEDAR.

2.16 Withholding Taxes

West Fraser, the Depositary and Norbord shall be entitled to deduct and withhold from any amount payable or deliverable to any Person hereunder or under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, the Depositary or Norbord, as applicable, determines are required to deduct and withhold with respect to such payment or delivery under the Tax Act or any provision of any other Laws in respect of Taxes, or to meet any related remittance requirement. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

2.17 Adjustment of Consideration

(a) If on or after the date hereof and except pursuant to the Plan of Arrangement either Party: (i) splits, consolidates or reclassifies any of its issued and outstanding common shares; (ii) undertakes any other capital reorganization; or (iii) declares, sets aside or pays any dividend or other distribution to its common shareholders of record as of a time prior to the Effective Time (other than the declaration or payment of dividends as permitted under Section 5.1(k) or Section 5.2(j)), each Party shall, acting in good faith, agree to such adjustments to the Arrangement, including adjustments to the Exchange Ratio and adjustments to provide for the deduction and payment of a dividend, as necessary to provide the same economic effect as contemplated by this Agreement and to restore the original intention of the Parties in the circumstances (and in the case of any dividend or other distribution to shareholders, other than the dividends or distributions permitted under Section 5.1(k) or Section 5.2(j), the adjustment shall be based on the amount or value of any such dividend or other distribution and, in the case of a Norbord Excess Dividend, calculated in accordance with Section 2.17(b)), or, in the case of a West Fraser Excess Dividend, calculated in accordance with Section 2.17(c).

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(b) If Norbord declares, sets aside or pays a Norbord Excess Dividend during the period between the date hereof and the Effective Time in accordance with Section 5.1(k), the Exchange Ratio will be adjusted to equal the following amount:

Adjusted Exchange Ratio	=	Exchange Ratio	x	(Consideration Value – Norbord Excess Dividend Amount)
				Consideration Value

(A) Adjusted Exchange Ratio = the Exchange Ratio, as adjusted to give effect to the Norbord Excess Dividend

(B) Exchange Ratio = the Exchange Ratio, as then in effect prior to the adjustment for the Norbord Excess Dividend

(C) Consideration Value = the amount of the Consideration Value, as then in effect prior to the adjustment for the Norbord Excess Dividend

(D) Norbord Excess Dividend Amount = the aggregate amount of the Norbord Excess Dividend (which amount will be the total amount of Norbord Excess Dividend without deduction of the $0.60 per share threshold), as calculated on a per Norbord Share basis with reference to the number of issued and outstanding Norbord Shares as of the date of this Agreement, minus, the amount by which $0.60 per fiscal quarter exceeds any regular quarterly dividend declared by Norbord after the date hereof and prior to the Effective Date;

(c) To the extent that West Fraser declares, sets aside or pays a West Fraser Excess Dividend during the period between the date hereof and the Effective Time in accordance with Section 5.2(j), the Exchange Ratio will be adjusted to equal the following amount:

Adjusted Exchange Ratio	=	Consideration Value
		(Consideration Value / Exchange Ratio – West Fraser Excess Dividend Amount)

(A) Adjusted Exchange Ratio = the Exchange Ratio, as adjusted to give effect to the West Fraser Excess Dividend

(B) Exchange Ratio = the Exchange Ratio, as then in effect prior to the adjustment for the West Fraser Excess Dividend

(C) Consideration Value = the amount of the Consideration Value, as then in effect prior to the adjustment for the West Fraser Excess Dividend

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(D) West Fraser Excess Dividend Amount = the aggregate amount of the West Fraser Excess Dividend (which amount will be the total amount of West Fraser Excess Dividend without deduction of the $0.30 per share threshold), as calculated on a per West Fraser Share basis with reference to the number of issued and outstanding West Fraser Shares as of the date of this Agreement, minus, the amount by which $0.30 per fiscal quarter exceeds any regular quarterly dividend declared by West Fraser after the date hereof and prior to the Effective Date;

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF NORBORD

3.1 Representations and Warranties

Except as disclosed in the Norbord Public Disclosure Record (excluding any disclosures set forth in any section of a document in the Norbord Public Disclosure Record entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the extent that they are forward-looking in nature) or in the Norbord Disclosure Letter (which disclosures shall apply against any representations and warranties to which it is reasonably apparent it should relate), Norbord hereby represents and warrants to and in favour of West Fraser as set forth in Schedule C, and acknowledges that West Fraser is relying upon such representations and warranties in connection with the entering into of this Agreement.

3.2 Disclaimer

West Fraser agrees and acknowledges that, except as set forth in this Agreement, Norbord makes no representation or warranty, express or implied, at law or in equity, with respect to Norbord, its businesses, the past, current or future financial condition or its assets, liabilities or operations, or its past, current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed..

3.3 Survival of Representations and Warranties

The representations and warranties of Norbord contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF WEST FRASER

4.1 Representations and Warranties

Except as disclosed in the West Fraser Public Disclosure Record (excluding any disclosures set forth in any section of a document in the West Fraser Public Disclosure Record entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the extent that they are forward-looking in nature) or in the West Fraser Disclosure Letter (which disclosures shall apply against any representations and warranties to which it is reasonably apparent it should relate), West Fraser hereby represents and warrants to and in favour of Norbord

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as set forth in Schedule D, and acknowledges that Norbord is relying upon such representations and warranties in connection with the entering into of this Agreement.

4.2 Disclaimer

Norbord agrees and acknowledges that, except as set forth in this Agreement, West Fraser makes no representation or warranty, express or implied, at law or in equity, with respect to West Fraser, its businesses, the past, current or future financial condition or its assets, liabilities or operations, or its past, current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed.

4.3 Survival of Representations and Warranties

The representations and warranties of West Fraser contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5

COVENANTS OF NORBORD AND WEST FRASER

5.1 Covenants of Norbord Regarding the Conduct of Business

Norbord covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) as required by this Agreement or as otherwise expressly contemplated by this Agreement, (ii) as disclosed in the Norbord Disclosure Letter, (iii) as contemplated in the Norbord Capital Plan, (iv) as required by applicable Laws or any Governmental Entity, (v) any COVID-19 Measures undertaken by Norbord, provided that Norbord shall use its commercially reasonable efforts to consult with West Fraser in good faith prior to undertaking such COVID-19 Measures and provide notice to West Fraser upon undertaking such COVID-19 Measures, or (vi) as consented to by West Fraser in writing (which consent shall not be unreasonably withheld or delayed), Norbord shall, and shall cause each of its subsidiaries to conduct its business in the Ordinary Course of business consistent in all material respects with past practice, and use commercially reasonable efforts to maintain and preserve the business organization, assets, goodwill and business relationships it currently maintains and keep available the services of its respective officers and employees as a group. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by this Agreement or as otherwise expressly contemplated by this Agreement or, as disclosed in the Norbord Disclosure Letter, as contemplated in the Norbord Capital Plan or as required by applicable Laws or any Governmental Entity, Norbord shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of West Fraser (such consent not to be unreasonably withheld or delayed):

(a) (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of Norbord or any of its subsidiaries; (iii) except in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-

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owned subsidiaries, issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares in the capital of Norbord or its subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of Norbord or its subsidiaries, other than the issuance of Norbord Shares pursuant to the terms of the Norbord Options outstanding on the date hereof, the issuance of Norbord DSUs to participating directors and employees of Norbord as regularly scheduled under the Norbord DSU Plans and secondary market purchases of Norbord Shares in accordance with the Norbord ESSP; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of Norbord or any of its subsidiaries, other than secondary market purchases of Norbord Shares in accordance with the Norbord ESSP and the redemption of Norbord RSUs or Norbord DSUs pursuant to the terms of the Norbord RSU Plans or Norbord DSU Plans, as applicable, on the date hereof; (v) amend the terms of any of its securities; (vi) reduce the stated capital of any of its securities; (vii) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Norbord or any of its subsidiaries; (viii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS or other applicable Laws; (ix) (A) make or rescind any material Tax election, amend, in any manner adverse to Norbord, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (B) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice; or (x) enter into any agreement with respect to any of the foregoing;

(b) reorganize, amalgamate, consolidate or merge with any Person;

(c) (i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer, in whole or in part, any asset with a transaction value in excess of $5 million, other than in accordance with the Norbord Capital Plan (which for the avoidance of doubt, shall not be considered to include the disposal by Norbord or any subsidiary of obsolete assets or the sale by Norbord or any subsidiary of accounts receivable or inventory in the Ordinary Course of business) or in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than (a) the acquisition of any raw materials in the Ordinary Course of business, (b) pursuant to a Contract in existence on the date hereof, (c) pursuant to acquisitions in the Ordinary Course of business not in excess of $5 million in purchase price (including any related debt financing described in clause (iii) of this Section 5.1(c) in the aggregate) or otherwise in accordance with the Norbord Capital Plan or (d) in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (iii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or

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obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances, in an amount, on a per transaction or series of related transactions basis, in excess of $10 million in the aggregate, other than (a) pursuant to a Contract in existence on the date hereof, (b) in connection with acquisitions permitted under clause (ii) of this Section 5.1(c) or (c) in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (iv) prepay any long-term indebtedness before its scheduled maturity; (v) take any action that would result in any material amendment, modification or change of any term of any Financial Indebtedness of Norbord, other than in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (vi) waive, release, grant or transfer any rights of material value; or (vii) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

(d) other than as is necessary to comply with the terms of this Agreement, applicable Laws or any Contract or Employee Plan in effect as of the date hereof or disclosed in Section 5.1(h) of the Norbord Disclosure Letter:

(i) provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time;

(ii) make any payment to a holder of Incentive Securities in consideration for the extinguishment or termination of the Incentive Securities;

(iii) grant any stock options under the Norbord Stock Option Plan;

(iv) make any adjustment to the exercise price of any outstanding stock options or other payment or grant of consideration in respect of any payment by Norbord of any dividends;

(v) grant any RSUs, other than RSUs granted to the holders of outstanding RSUs to the extent that such holders are entitled to be credited with additional RSUs with respect to dividends declared and paid by Norbord prior to the Effective Date in accordance with this Agreement; or

(vi) grant any DSUs, other than DSUs granted to the holders of outstanding DSUs to the extent that such holders are entitled to be credited with additional DSUs with respect to dividends declared and paid by Norbord prior to the Effective Date in accordance with this Agreement and DSUs credited pursuant to outstanding elections to receive DSUs in lieu of salary and bonus or directors fees that have been made by employees or directors of Norbord consistent Norbord’s disclosed compensation policies;

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(e) other than in the Ordinary Course of business consistent with past practice or as is necessary to comply with the terms of this Agreement, applicable Laws or any Contract or Employee Plan in effect as of the date hereof or disclosed in Section 5.1(h) of the Norbord Disclosure Letter:

(i) grant to any officer, director, or employee of Norbord or any of its subsidiaries an increase in compensation in any form, or grant any general salary increase;

(ii) make any loan to any officer, employee, consultant or director of Norbord or any of its subsidiaries;

(iii) take any action with respect to the grant of any severance, change of control, retention, bonus or termination pay to, or enter into, establish, amend or terminate any employment agreement, deferred compensation or other similar agreement with, or hire, or terminate employment (except for just cause or poor performance, and the backfill of those positions in the Ordinary Course) of, any officer or director of Norbord or any of its subsidiaries;

(iv) materially increase any benefits payable under or materially amend any Employee Plan;

(v) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of Norbord or any of its subsidiaries; or

(vi) establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement or other agreement with a labour union;

(f) settle, pay, discharge, satisfy, compromise, waive, assign or release (i) any action, claim or proceeding brought against Norbord and/or any of its subsidiaries in excess of $5 million (except where the action, claim or proceeding is insured and Norbord’s contribution does not exceed its deductible); or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

(g) enter into any agreement or arrangement that limits or otherwise restricts in any material respect Norbord or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect Norbord or any of its affiliates from competing in any manner;

(h) waive, release or assign any material rights, claims or benefits of Norbord or any of its subsidiaries;

(i) other than in the Ordinary Course of business or as is necessary to comply with applicable Laws or any Contract or Employee Plan in effect as of the date hereof or disclosed in Section 5.1(d) of the Norbord Disclosure Letter: (i) modify or amend in any material respect adverse to Norbord, transfer or terminate any Material Contract or waive, release or assign any material rights or claims thereto or

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thereunder; or (ii) enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;

(j) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Authorizations;

(k) declare, set aside or pay any dividends or other distribution (whether in cash, shares or property, or any combination thereof) on the Norbord Shares, other than in accordance with the following:

(i) quarterly dividends to be paid in accordance with the variable dividend policy and dividend payment schedule of Norbord currently in effect, provided that if such dividends exceed the amount of $0.60 per Norbord Share per quarter, then such dividend shall be a Norbord Excess Dividend;

(ii) it will be a condition to the declaration and payment of any Norbord Excess Dividend that:

(A) the Norbord Excess Dividend will be declared no earlier than five Business Days prior to the Effective Time, and will be paid in full prior to the Effective Time;

(B) there will only be one Norbord Excess Dividend declared and/or paid prior to the Effective Time;

(C) the adjustment provisions of Section 2.17 shall apply; and

(D) the conditions in Sections 5.1(k)(iii) and (iv) will be complied with;

(iii) it will be a condition to the declaration and payment of any Norbord Excess Dividend that Norbord will have sufficient cash available for distribution to pay such Norbord Excess Dividend and, specifically:

(A) Norbord will not fund the cash for payment of any Norbord Excess Dividend through any borrowing, advance, loan or other liability under Norbord’s credit facilities or any other debt or debt like arrangements (including the accounts receivable securitization program);

(B) payment of any Norbord Excess Dividend will not result in Norbord having any Financial Indebtedness in excess of that recorded on Norbord’s October 3, 2020 balance sheet;

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(C) Norbord will not defer or delay any ongoing capital plans, including the plans set out in the Norbord Capital Plan referenced in the Arrangement Agreement, or the payment of expenses thereunder or the payment of any accounts payable which will be paid when due in the ordinary course in a manner consistent with past practice;

(D) Norbord will ensure that the payment of the Norbord Excess Dividend would not result in Norbord having cash on hand at the Effective Time of less than $50 million, plus the amount of cash required to pay after the Effective Time all amounts that would be payable by Norbord and its subsidiaries in respect of taxes for the 2020 tax year to the extent that Norbord has not fully paid such taxes through installment payments, which cash will not be funded through any borrowing, advance, loan or other liability under Norbord’s credit facilities or any other debt or debt like arrangements (the “Norbord Tax Installment Deficiency”); and

(E) payment of the Norbord Excess Dividend would not be prohibited under the CBCA;

(iv) in the event that Norbord proposes to proceed with the declaration of a Norbord Excess Dividend, it will provide written notice of such proposal to West Fraser no less than five Business Days prior to the date of declaration of the proposed Norbord Excess Dividend (a “Norbord Excess Dividend Notice”). Each Norbord Excess Dividend Notice will include (i) the amount of any proposed Norbord Excess Dividend and the proposed adjustment to the Exchange Ratio under Section 2.17, along with a certificate of an officer certifying compliance with the covenants on interim dividends, (ii) the cash and Financial Indebtedness position of Norbord and the estimated Norbord Tax Installment Deficiency as of a date within ten Business Days of the date of the Norbord Excess Dividend Notice, and (iii) Norbord’s estimate of the Effective Time. West Fraser will review the proposed adjustment and provide within three Business Days, as calculated from the date of its receipt of the Excess Dividend Notice, a notice either (A) confirming its agreement with the proposed adjustment, (B) providing notice that it disagrees with the proposed adjustment and the reasons it is not accordance with the Arrangement Agreement or that it disagrees that the conditions to the payment of the Norbord Excess Dividend have been satisfied and the reasons for such disagreement, or (C) providing its notice that it disagrees with Norbord’s estimate of the Effective Time; and

(v) Norbord RSUs and Norbord DSUs credited to applicable directors and employees to reflect dividends paid on the Norbord Shares pursuant to the terms of the Norbord RSU Plan and the Norbord DSU Plans, respectively;

(l) make or commit to make capital expenditures, in the aggregate, in excess of $5 million above forecasted capital expenditures disclosed in the Norbord Capital Plan; or

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(m) agree, resolve or commit to do any of the foregoing.

Norbord shall use commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by Norbord or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing or captive insurance companies are purchased that provide for sufficient coverage for Norbord and its subsidiaries consistent with the prevailing insurance practice for companies in the forest products industry; provided that, subject to Section 7.10, none of Norbord or any of its subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.

5.2 Covenants of West Fraser Regarding the Conduct of Business

West Fraser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) as required by this Agreement or as otherwise expressly contemplated by this Agreement, (ii) as disclosed in the West Fraser Disclosure Letter, (iii) as contemplated in the West Fraser Capital Plan, (iv) as required by applicable Laws or any Governmental Entity, (v) any COVID-19 Measures undertaken by West Fraser, provided that West Fraser shall use its commercially reasonable efforts to consult with Norbord in good faith prior to undertaking such COVID-19 Measures and provide notice to Norbord upon undertaking such COVID-19 Measures, or (vi) as consented to by West Fraser in writing (which consent shall not be unreasonably withheld or delayed), West Fraser shall, and shall cause each of its subsidiaries to conduct its business in the Ordinary Course of business consistent in all material respects with past practice, and use commercially reasonable efforts to maintain and preserve the business organization, assets, goodwill and business relationships it currently maintains and keep available the services of its respective officers and employees as a group. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by this Agreement or as otherwise expressly contemplated by this Agreement or, as disclosed in the West Fraser Disclosure Letter, as contemplated in the West Fraser Capital Plan or as required by applicable Laws or any Governmental Entity, West Fraser shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of West Fraser (such consent not to be unreasonably withheld or delayed):

(a) (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of West Fraser or any of its subsidiaries; (iii) except in relation to internal transactions solely involving West Fraser and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries, issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares in the capital of West Fraser or its subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of West Fraser or its subsidiaries, other than the issuance of West Fraser Shares pursuant to the terms of the West Fraser Options outstanding on the date hereof, the issuance of West Fraser DS Units to directors and employees of West Fraser as regularly scheduled under the West Fraser DSU Plan; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of West

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Fraser or any of its subsidiaries, other than secondary market purchases of West Fraser Shares in accordance with the West Fraser normal course issuer bid and consistent with past practice; (v) amend the terms of any of its securities; (vi) reduce the stated capital of any of its securities; (vii) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of West Fraser or any of its subsidiaries; (viii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS or other applicable Laws; (ix) (A) make or rescind any material Tax election, amend, in any manner adverse to West Fraser, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (B) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice; or (x) enter into any agreement with respect to any of the foregoing;

(b) reorganize, amalgamate, consolidate or merge with any Person;

(c) (i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer, in whole or in part, any asset with a transaction value in excess of $5 million, other than in accordance with the West Fraser Capital Plan (which for the avoidance of doubt, shall not be considered to include the disposal by West Fraser or any subsidiary of obsolete assets or the sale by West Fraser or any subsidiary of accounts receivable or inventory in the Ordinary Course of business) or in relation to internal transactions solely involving West Fraser and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than (a) the acquisition of any raw materials in the Ordinary Course of business (b) pursuant to a Contract in existence on the date hereof, (c) pursuant to acquisitions in the Ordinary Course of business not in excess of $5 million in purchase price (including any related debt financing described in clause (iii) of this Section 5.2(c) in the aggregate) or otherwise in accordance with the West Fraser Capital Plan, or (d) in relation to internal transactions solely involving West Fraser and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (iii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances, in an amount, on a per transaction or series of related transactions basis, in excess of $10 million in the aggregate, other than (a) pursuant to a Contract in existence on the date hereof, (b) in connection with acquisitions permitted under clause (ii) of this Section 5.2(c) or (c) in relation to internal transactions solely involving West Fraser and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (iv) prepay any long-term indebtedness before its scheduled maturity; (v) take any action that would result in any material amendment, modification or change of any term of any Financial

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Indebtedness of West Fraser, other than in relation to internal transactions solely involving West Fraser and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (vi) waive, release, grant or transfer any rights of material value; or (vii) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

(d) other than in the Ordinary Course of business consistent with past practice or as is necessary to comply with the terms of this Agreement, applicable Laws or any Contract or Employee Plan in effect as of the date hereof or disclosed in Section 4.1(h) of the West Fraser Disclosure Letter (i) grant to any officer, director or employee of West Fraser or any of its subsidiaries an increase in compensation in any form, or grant any general salary increase; (ii) make any loan to any officer, employee, consultant or director of West Fraser or any of its subsidiaries; (iii) take any action with respect to the grant of any severance, change of control, retention, bonus or termination pay to, or enter into, establish, amend or terminate any employment agreement, deferred compensation or other similar agreement with, or hire, or terminate employment (except for just cause or poor performance, and the backfill of those positions in the Ordinary Course) of, any officer or director of West Fraser or any of its subsidiaries; (iv) materially increase any benefits payable under or materially amend any Employee Plan; (v) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of West Fraser or any of its subsidiaries; (vi) provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time; (vii) establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement or other agreement with a labour union; or (viii) make any payment to a holder of West Fraser Incentive Securities in consideration for the extinguishment or termination of the West Fraser Incentive Securities;

(e) settle, pay, discharge, satisfy, compromise, waive, assign or release (i) any action, claim or proceeding brought against West Fraser and/or any of its subsidiaries in excess of $5 million (except where the action, claim or proceeding is insured and West Fraser’s contribution does not exceed its deductible); or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

(f) enter into any agreement or arrangement that limits or otherwise restricts in any material respect West Fraser or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect West Fraser or any of its affiliates from competing in any manner;

(g) waive, release or assign any material rights, claims or benefits of West Fraser or any of its subsidiaries;

(h) other than in the Ordinary Course of business or as is necessary to comply with applicable Laws or any Contract or Employee Plan in effect as of the date hereof

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or disclosed in Section 5.2(d) of the West Fraser Disclosure Letter: (i) modify or amend in any material respect adverse to West Fraser, transfer or terminate any Material Contract or waive, release or assign any material rights or claims thereto or thereunder; or (ii) enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;

(i) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Authorizations;

(j) declare, set aside or pay any dividends or other distribution (whether in cash, shares or property, or any combination thereof) on the West Fraser Shares and West Fraser Class B Shares, other than:

(i) quarterly dividends to be paid in accordance with the dividend policy and dividend payment schedule of West Fraser currently in effect, provided that if such dividends exceed $0.30 per West Fraser Share per quarter, then such dividend shall be a West Fraser Excess Dividend;

(ii) it will be a condition to the declaration and payment of any West Fraser Excess Dividend that:

(A) the West Fraser Excess Dividend will be declared no earlier than five Business Days prior to the Effective Time, and will be paid in full prior to the Effective Time;

(B) there will only be one West Fraser Excess Dividend declared and/or paid prior to the Effective Time;

(C) the adjustment provisions of Section 2.17 shall apply; and

(D) the conditions in Sections 5.2(j)(iii) and (iv) will be complied with;

(iii) it will be a condition to the declaration and payment of any West Fraser Excess Dividend that West Fraser will have sufficient cash available for distribution to pay such West Fraser Excess Dividend and, specifically:

(A) West Fraser will not fund the cash for payment of any West Fraser Excess Dividend through any borrowing, advance, loan or other liability under West Fraser’s credit facilities or any other debt or debt like arrangements (including the accounts receivable securitization program);

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(B) payment of any West Fraser Excess Dividend will not result in West Fraser having any Financial Indebtedness in excess of that recorded on West Fraser’s September 30, 2020 balance sheet;

(C) West Fraser will not defer or delay any ongoing capital plans, including the plans set out in the West Fraser Capital Plan referenced in the Arrangement Agreement, or the payment of expenses thereunder or the payment of any accounts payable which will be paid when due in the ordinary course in a manner consistent with past practice;

(D) West Fraser will ensure that the payment of the West Fraser Excess Dividend would not result in West Fraser having cash on hand at the Effective Time of less than $50 million, plus the amount of cash required to pay after the Effective Time all amounts that would be payable by West Fraser and its subsidiaries in respect of taxes for the 2020 tax year to the extent that West Fraser has not fully paid such taxes through installment payments, which cash will not be funded through any borrowing, advance, loan or other liability under West Fraser’s credit facilities or any other debt or debt like arrangements (the “West Fraser Tax Installment Deficiency”); and

(E) payment of the West Fraser Excess Dividend would not be prohibited under the Business Corporations Act (British Columbia).

(iv) in the event that West Fraser proposes to proceed with the declaration of a West Fraser Excess Dividend, it will provide written notice of such proposal to Norbord no less than five Business Days prior to the date of declaration of the proposed West Fraser Excess Dividend (a “West Fraser Excess Dividend Notice”). Each West Fraser Excess Dividend Notice will include (i) the amount of any proposed West Fraser Excess Dividend and the proposed adjustment to the Exchange Ratio under Section 2.17, along with a certificate of an officer certifying compliance with the covenants on interim dividends, (ii) the cash and Financial Indebtedness position of West Fraser and the estimated West Fraser Tax Installment Deficiency as of a date within ten Business Days of the date of the West Fraser Excess Dividend Notice, and (iii) West Fraser’s estimate of the Effective Time. Norbord will review the proposed adjustment and provide within three Business Days, as calculated from the date of its receipt of the Excess Dividend Notice, notice either (A) confirming its agreement with the proposed adjustment, (B) providing notice that it disagrees with the proposed adjustment and the reasons it is not accordance with the Arrangement Agreement or that it disagrees that the conditions to the payment of the West Fraser Excess Dividend have been satisfied and the reasons for such disagreement, or (C) providing its notice that it disagrees with West Fraser’s estimate of the Effective Time; and

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(v) dividend equivalents granted pursuant to the terms of the West Fraser DS Units, West Fraser RS Units and West Fraser PS Units;

(k) make or commit to make capital expenditures, in the aggregate, in excess of $5 million above forecasted capital expenditures disclosed in the West Fraser Capital Plan; or

(l) agree, resolve or commit to do any of the foregoing.

West Fraser shall use commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by West Fraser or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing or captive insurance companies are purchased that provide for sufficient coverage for West Fraser and its subsidiaries consistent with the prevailing insurance practice for companies in the forest products industry.

5.3 Mutual Covenants

Each of the Parties covenants and agrees that, except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Plan of Arrangement, including using commercially reasonable efforts to promptly:

(i) obtain all necessary waivers, consents, and approvals required to be obtained by it from parties to the Material Contracts to which it is Party;

(ii) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder; and

(iii) obtain all necessary and material Regulatory Approvals as are required to be obtained by such party and its subsidiaries under applicable Laws, including promptly taking any and all steps necessary to obtain the Key Regulatory Approvals; and

(b) it shall not take any action, refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, materially delay or materially impede the making or completion of the Plan of Arrangement. Without limiting the generality of the foregoing, it will not take any action or enter into any transaction, or any agreement to effect any transaction, that might reasonably be expected to make it more difficult or to increase the time required to obtain or increase the risk of not obtaining the Key Regulatory Approvals or otherwise

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prevent, delay or impede the consummation of the transactions contemplated by this Agreement.

5.4 Regulatory Approvals

(a) Each of Norbord and West Fraser shall, as promptly as practicable after the execution of this Agreement and other than as expressly contemplated by this Agreement:

(i) make, or cause to be made, all filings and submissions applicable to it under all Laws applicable to complete the Transaction in accordance with the terms of this Agreement,

(ii) use its commercially reasonable efforts to obtain, or cause to be obtained, all Regulatory Approvals, including the Key Regulatory Approvals, as necessary or advisable to be obtained in order to complete the Transaction, and

(iii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement.

(b) With respect to the Key Regulatory Approvals:

(i) each of the Parties shall, as promptly as practicable after the date of this Agreement, make, or cause to be made, all filings and submissions, and submit all documentation and information that is required to obtain the Key Regulatory Approvals, which will include the following filings to be completed within the following timeframes:

(A) as promptly as practicable after the date of this Agreement and no later than December 2, 2020 or such later date as the Parties may agree, the Parties will prepare and file with the Commissioner of Competition with respect to the transactions contemplated by this Agreement a request for an advance ruling certificate under section 102 of the Competition Act or, in the alternative, a “No Action” letter and a waiver under s. 113(c) of the Competition Act;

(B) as promptly as practicable after the date of this Agreement and no later than December 2, 2020 or such later date as the Parties may agree, prepare and file with the Commissioner of Competition with respect to the transactions contemplated by this Agreement a notification under Part IX of the Competition Act;

(C) file, as promptly as practicable after the date of this Agreement, and with respect to any required filings pursuant to the HSR Act, no later than December 2, 2020 or such later date as the Parties may agree, any other filings or notifications under any other applicable Competition Laws that the Parties may mutually agree to be required

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or appropriate to consummate the transactions contemplated by this Agreement; and

(D) file, as promptly as practicable after the date of this Agreement, any other filings or notifications under any other applicable federal, provincial, state or foreign Law required to obtain any other Key Regulatory Approvals;

(ii) each Party will use its commercially reasonable efforts to satisfy all requests for additional information and documentation (including responding to any “supplementary information request” or “second request” for additional information and documentary material under the Competition Act and HSR Act, respectively) received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Entity under such legislation;

(iii) all filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Entity in respect of any Key Regulatory Approvals shall be paid equally by the Parties;

(iv) the Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with the Key Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions and approvals and the preparation of any documents reasonably deemed by either of them to be necessary to discharge their respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Plan of Arrangement, including providing each other with advance copies and a reasonable opportunity to comment on all notices, information, submissions, correspondence, filings, presentations, applications, plans, consent agreements and other documents, and all pre-existing business records or other documents, supplied to or filed with any Governmental Entity, including considering in good faith any suggestions made by the other Party and its counsel; provided, however, that information indicated by either Party to be competitively sensitive shall be provided on an external counsel-only basis;

(v) each Party will promptly notify the other Party of any substantive communications from or with any Governmental Entity with respect to the transactions contemplated hereby and will use its commercially reasonable efforts to ensure to the extent permitted by Law that the other Party, or their external counsel where appropriate, is involved in any substantive communications and invited to attend meetings with, or other appearances before, any Governmental Entity with respect to the transactions contemplated hereby. No party hereto shall independently participate in any meeting or substantive conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or substantive conference call and, to the extent permitted by such Governmental Entity, the opportunity to attend or participate. To the extent permissible under applicable Law, the

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parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under Competition Laws; provided, that such materials may be redacted as necessary to comply with applicable Law. To the extent that any information or documentation is deemed to be competitively sensitive by a Party, acting reasonably, such information may be provided on a confidential and privileged basis to external counsel only, provided that nothing in this Agreement requires a Party to share with the other Party or its external counsel any information that relates to the valuation of the transactions contemplated by this Agreement. Such materials and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers or directors of the recipient without the advance written consent of the party providing such materials; and

(vi) no Party shall extend or consent to any extension of the waiting period under the Competition Act or enter into any agreement with the Commissioner of Competition to not consummate the Arrangement, except with the written consent of the other Party, acting reasonably;

(c) No Party shall enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the effect of which would reasonably be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals.

(d) Notwithstanding anything in this Agreement to the contrary and in connection with obtaining the Key Regulatory Approvals, in no event will either Party be obligated to take or to commit to take any remedial action that, in the reasonable judgement of either Party, could be expected to materially limit the right of West Fraser to own, retain, control, operate, or exploit any production or manufacturing facility or any asset material to the operation of such facility of the Parties or any of their respective subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis).

5.5 Additional Covenants of Norbord

Norbord covenants and agrees that:

(a) except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to:

(i) effect all necessary registrations, filings and submissions of information required by Governmental Entities from Norbord or any of its subsidiaries relating to the Arrangement;

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(ii) obtain and maintain all third party waivers, consents and approvals required to be obtained by Norbord or any of its subsidiaries in connection with the Arrangement from other parties to Contracts with Norbord or its subsidiaries; and

(iii) defend all lawsuits or legal proceedings against Norbord or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby until Norbord and/or any of its subsidiaries, as applicable, has exhausted all rights of appeal, and coordinate and cooperate with West Fraser in any defense pursuant to this Section 5.5(a)(iii) or Section 5.6(a)(iv).

(b) Norbord shall promptly notify West Fraser in writing of:

(i) any Material Adverse Effect in respect of Norbord or any change, effect, event, development, circumstance or state of facts that could reasonably be expected to have a Material Adverse Effect in respect of Norbord;

(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;

(iii) any notice or other communication from any material supplier, marketing partner, customer, distributor or reseller to the effect that such material supplier, marketing partner, customer, distributor or reseller is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with Norbord or any of its subsidiaries as a result of this Agreement or the Arrangement; or

(iv) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Norbord, its subsidiaries or the assets of Norbord.

5.6 Additional Covenants of West Fraser

(a) Except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, West Fraser shall, and shall cause its subsidiaries to, use commercially reasonable efforts to:

(i) effect all necessary registrations, filings and submissions of information required by Governmental Entities from West Fraser or any of its subsidiaries relating to the Arrangement;

(ii) prior to the completion of the Arrangement, obtain conditional approval of the listing and posting for trading on the TSX of the West Fraser Shares to be issued as the Consideration, subject only to satisfaction of the customary listing conditions of the TSX;

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(iii) obtain and maintain all third party waivers, consents and approvals required to be obtained by West Fraser or a subsidiary in connection with the Arrangement from other parties to Contracts with West Fraser or its subsidiaries; and

(iv) defend all lawsuits or legal proceedings against it or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby until West Fraser and/or any of its subsidiaries, as applicable, has exhausted all rights of appeal, and coordinate and cooperate with Norbord in any defense pursuant to this Section 5.6(a)(iv) or Section 5.5(a)(iii).

(b) West Fraser shall use its commercially reasonable efforts to cause the West Fraser Shares, including the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement (subject to official notice of issuance), to be approved for listing on the NYSE on or prior to the Effective Date.

(c) West Fraser shall promptly notify Norbord in writing of:

(i) any Material Adverse Effect in respect of West Fraser or any change, effect, event, development, circumstance or state of facts that could reasonably be expected to have a Material Adverse Effect in respect of West Fraser;

(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; or

(iii) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting West Fraser, its subsidiaries or the assets of West Fraser, in each case to the extent that such filing, actions, suits, claims, investigations or proceedings would reasonably be expected to impair, impede, materially delay or prevent West Fraser from performing its obligations under this Agreement.

5.7 Financing Assistance

Norbord shall provide and shall use commercially reasonable efforts to have its Representatives (including counsel, financial advisors and auditors) provide to West Fraser cooperation reasonably requested by West Fraser in connection with any financing entered into in connection with the Arrangement, compliance with or modifications to or waivers of the provisions of any indebtedness of Norbord, and/or the retirement, redemption, satisfaction and discharge of any Financial Indebtedness of West Fraser (collectively, the “Financing”), including: (i) furnishing West Fraser as promptly as reasonably practicable with financial and other information regarding Norbord and its subsidiaries, provided that competitively sensitive information may be provided only to the external counsel of West Fraser, (ii) using its commercially reasonable efforts to facilitate the pledging of collateral in connection with the Financing (subject to the occurrence of the Effective Time), including facilitating the execution

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and delivery of any customary collateral documents and other customary certificates and documents as may be reasonably requested by West Fraser, (iii) participating in meetings, drafting sessions, rating agency presentations and due diligence sessions, (iv) assisting West Fraser and its financing sources with the preparation of bank information memoranda and other marketing and rating agency materials for the Financing, (v) cooperating with West Fraser to obtain customary corporate and facilities ratings including for Norbord and the Financing and (vi) using its commercially reasonable efforts to obtain customary payoff letters, redemption notices, releases of liens and instruments of termination or discharge; provided, however, that (A) such requested cooperation or Financing is not, in the opinion of Norbord or Norbord’s counsel, acting reasonably, prejudicial to Norbord or any of its subsidiaries or the Norbord Shareholders, (B) such requested cooperation or Financing shall not materially impede, delay or prevent the satisfaction of any conditions set forth in Article 6, (C) such requested cooperation or Financing shall not materially impede, delay or prevent the consummation of the Arrangement, (D) such requested cooperation or Financing shall not require Norbord to obtain the approval of the Norbord Shareholders and shall not require West Fraser to obtain the approval of the holders of any securities of West Fraser or any of its Affiliates, (E) West Fraser shall pay all of the cooperation costs and all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of such requested cooperation or Financing, including actual out-of-pocket costs and expenses for external counsel and auditors which may be incurred by Norbord, (F) such requested cooperation or Financing does not require the directors, officers, employees or agents of Norbord or its subsidiaries to take any action in any capacity other than as a director, officer or employee, and (G) no such requested cooperation or Financing shall be considered to constitute a breach of the representations, warranties or covenants of Norbord hereunder.

5.8 Pre-Acquisition Reorganization

(a) Subject to Section 5.8(b), Norbord agrees that, upon request of West Fraser, Norbord shall use its commercially reasonable efforts to (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as West Fraser may request prior to the Effective Date, acting reasonably (each a “Pre-Acquisition Reorganization”), and the Plan of Arrangement, if required, shall be modified accordingly, and (ii) cooperate with West Fraser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; provided that the completion of a Pre-Acquisition Reorganization shall not be a condition to the consummation of the Arrangement.

(b) Norbord and its Subsidiaries will not be obligated to participate in any Pre-Acquisition Reorganization under Section 5.8(a) unless such Pre-Acquisition Reorganization in the opinion of Norbord, acting reasonably:

(i) cannot reasonably be expected to result in any Taxes being imposed on, or any adverse Tax consequences to the Norbord Shareholders incrementally greater than the Taxes to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization;

(ii) is not prejudicial to Norbord or its securityholders in any material respect;

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(iii) does not require Norbord to obtain the approval of securityholders of Norbord or proceed absent any required consent of any third party (including any Regulatory Approval);

(iv) does not unreasonably interfere with Norbord’s or its subsidiaries’ material operations prior to the Effective Time;

(v) does not require Norbord or its subsidiaries to contravene any Contract, Regulatory Approval or applicable Laws, or its organization documents;

(vi) can be completed immediately prior to the Effective Date; and

(vii) does not impair the ability of Norbord to consummate, and will not prevent or materially delay the consummation of, the Arrangement, and would not reasonably be expected to prevent any Person from making a Norbord Superior Proposal.

(c) West Fraser must provide written notice to Norbord of any proposed Pre-Acquisition Reorganization in reasonable written detail at least twenty-five Business Days prior to the Effective Date. Upon receipt of such notice, Norbord and West Fraser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement. The Parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Effective Date (but after West Fraser has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied); provided that no Pre-Acquisition Reorganization will be made effective unless: (i) the Parties are reasonably certain, after consulting with one another, that the Arrangement will become effective; (ii) such Pre-Acquisition Reorganization can be reversed or unwound without adversely affecting the Norbord Shareholders, holders of Incentive Securities, Norbord or any of its subsidiaries in the event that the Arrangement does not become effective and this Agreement is terminated; or (iii) Norbord otherwise reasonably agrees.

(d) West Fraser agrees that it will be responsible for all reasonable costs and expenses associated with any Pre-Acquisition Reorganization, including professional fees and expenses and Taxes, to be carried out at its request and shall indemnify and save harmless Norbord and its subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any unwinding, reversal, modification or termination of a Pre-Acquisition Reorganization) and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of Norbord under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract). If the Arrangement is not completed, West Fraser shall reimburse

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Norbord forthwith for all reasonable fees and expenses (including any professional fees and expenses and Taxes) incurred by Norbord in considering or effecting all or any part of the Pre-Acquisition Reorganization. The obligation of West Fraser to reimburse Norbord set out in this Section 5.8(d) will be in addition to any other payment West Fraser may be obligated to make hereunder and will survive the termination of this Agreement.

5.9 Privacy

(a) Each Party acknowledges and confirms that the disclosure of Transferred Information to the other Party is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business of the Party and the completion of the transactions contemplated herein.

(b) Each Party covenants and agrees to, upon request, use reasonable efforts to advise the other Party of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where such Party has notified the individual of such additional purpose, and where required by Law, obtained the consent of such individual to such use or disclosure.

(c) Each Party receiving Transferred Information from the other Party covenants and agrees to:

(i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions;

(ii) where required by Law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to the other Party;

(iii) return or destroy the Transferred Information, at the direction of the other Party, should the transactions contemplated herein not be completed; and

(iv) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to the other Party requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until such Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Law, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Law.

(d) Each Party covenants and agrees, after the completion of the transactions contemplated herein, to collect, use and disclose the Transferred Information only

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for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (A) Norbord or West Fraser have first notified such individual of such additional purpose, and where required by Law, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by Law, without notice to, or consent from, such individual.

(e) Each Party shall at all times keep strictly confidential all Transferred Information provided to it, and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the other Party’s obligations hereunder and in accordance with applicable Law.

(f) Each Party shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the Party who have a bona fide need to access such information in order to complete the transactions contemplated herein.

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent

The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and Norbord:

(a) the Norbord Shareholder Approval shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;

(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;

(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise;

(d) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;

(e) the Key Regulatory Approvals shall have been obtained;

(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or

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otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;

(g) there shall not be any Regulatory Action filed, taken or commenced as a result of the Arrangement (i) to cease trade, enjoin or prohibit West Fraser’s ability to acquire, hold, or exercise full rights of ownership over, any Norbord Shares, including the right to vote the Norbord Shares, or (ii) seeking to (A) prohibit the Arrangement, (B) prohibit the ownership or operation by West Fraser of any portion of the business, properties, assets or product lines of Norbord and its subsidiaries; (C) compel West Fraser to dispose of or hold separate any portion of the business, properties, assets or product lines of West Fraser and its subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis); or (D) limiting West Fraser’s freedom of action with respect to West Fraser and its subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis);

(h) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control Persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities); and

(i) the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and will not be subject to resale restrictions under the U.S. Securities Act or subject to restrictions applicable to affiliates (as defined in Rule 405 of the U.S. Securities Act) of West Fraser following the Effective Date.

6.2 Additional Conditions Precedent to the Obligations of West Fraser

The obligations of West Fraser to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent at or before the Effective Time or such other time as specified below (each of which is for the exclusive benefit of West Fraser and may be waived by West Fraser in whole or in part at any time):

(a) all covenants of Norbord under this Agreement to be performed on or before the Effective Date which have not been waived by West Fraser shall have been duly performed by Norbord in all material respects, and West Fraser shall have received a certificate of Norbord addressed to West Fraser and dated the Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

(b) (i) each Norbord Fundamental Representation shall be true and correct in all respects (other than for de minimis inaccuracies) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), (ii) all other representations and warranties of Norbord shall be true

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and correct as of the Effective Time in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except (x) where any failure or failures of any such other representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, have a Material Adverse Effect with respect to Norbord and (y) that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of Norbord under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract); and (iii) West Fraser shall have received a certificate of Norbord addressed to West Fraser and dated the Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

(c) since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to Norbord and Norbord will have delivered to West Fraser a certificate of Norbord addressed to West Fraser and dated the Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

(d) to the extent that Norbord has declared a Norbord Excess Dividend, such Norbord Excess Dividend will have been paid prior to the Effective Date and each condition to the payment of such Norbord Excess Dividend set forth in Section 5.1(k) will have been materially complied with; and

(e) Norbord Shareholders shall not have exercised their Dissent Rights in connection with the Arrangement with respect to more than 5% of the Norbord Shares.

6.3 Additional Conditions Precedent to the Obligations of Norbord

The obligations of Norbord to complete the Arrangement are subject to the following conditions precedent at or before the Effective Time or such other time as specified below (each of which is for the exclusive benefit of Norbord and may be waived by Norbord in whole or in part at any time):

(a) all covenants of West Fraser under this Agreement to be performed on or before the Effective Date which have not been waived by Norbord shall have been duly performed by West Fraser in all material respects, and Norbord shall have received a certificate of West Fraser, addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

(b) (i) each West Fraser Fundamental Representation shall be true and correct in all respects (other than for de minimis inaccuracies) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that

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specified date), (ii) all other representations and warranties of West Fraser shall be true and correct in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such other representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, have a Material Adverse Effect with respect to West Fraser; and (iii) Norbord shall have received a certificate of West Fraser addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer of West Fraser (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

(c) since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to West Fraser and West Fraser will have delivered to Norbord a certificate of West Fraser addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer of West Fraser (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

(d) the NYSE shall have approved the listing thereon of the West Fraser Shares, including the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable upon the exercise of the Replacement Options (subject only to official notice of issuance);

(e) to the extent that West Fraser has declared a West Fraser Excess Dividend, such West Fraser Excess Dividend will have been paid prior to the Effective Date and each condition to the payment of such West Fraser Excess Dividend set forth in Section 5.2(j) will have been materially complied with; and

(f) West Fraser shall have deposited, or caused to be deposited, with the Depositary sufficient West Fraser Shares to satisfy the obligations under Section 2.12 and the Depositary will have confirmed to Norbord receipt from or on behalf of West Fraser of such West Fraser Shares.

6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1 to Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time. For greater certainty, and notwithstanding the terms of any escrow arrangement entered into between the Parties and the Depositary, all West Fraser Shares held in escrow by the Depositary pursuant to Section 2.12 hereof shall be released from escrow at the Effective Time without any further act or formality required on the part of any Person.

6.5 Notice and Cure Provisions

Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the

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Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:

(a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(a) or Section 6.3(a) not to be satisfied; or

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(b) or Section 6.3(b) not to be satisfied.

Neither Party may exercise its rights to terminate this Agreement, pursuant to Section 8.2(c)(v), with respect to termination by West Fraser or pursuant to Section 8.2(d)(iv) with respect to termination by Norbord, unless such Party has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party is asserting as the basis for the non-fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivered by a Party, provided that such other Party is proceeding diligently to cure such matter and such matter is capable of being cured, the Party may not terminate this Agreement pursuant to such termination right until the earlier of (i) the Outside Date and (ii) the date that is 10 Business Days from such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of the application for the Final Order, the Norbord Meeting (with respect to a notice delivered by West Fraser) or the West Fraser Meeting (with respect to a notice delivered by Norbord), such application and/or meetings shall be postponed, if and to the extent necessary, until the expiry of such period.

Notification provided under this Section 6.5 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. In addition, the failure by any Party to provide a notification pursuant to Section 6.5 shall not be considered in determining whether any condition in Section 6.2(a), Section 6.2(b), Section 6.2(c), Section 6.3(a) or Section 6.3(b) has been satisfied.

Neither Norbord nor West Fraser may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as applicable, to be satisfied if such failure was caused by such Party’s breach in any material respect of any provision of this Agreement or failure in any material respect to use the standard of efforts required from such Party to consummate the transactions contemplated hereby.

ARTICLE 7

ADDITIONAL COVENANTS

7.1 Norbord Non-Solicitation

(a) Except as expressly provided in this Article 7, Norbord shall not, directly or indirectly, through any of its Representatives or subsidiaries, or otherwise, and shall not permit or authorize any such Person to do so on its behalf:

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(i) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Norbord or any subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than West Fraser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that, if Norbord is in compliance with its obligations under this Article 7, Norbord shall be permitted to: (A) communicate with any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person; (B) advise any Person of the restrictions of this Agreement; and (C) advise any Person making an Acquisition Proposal that the Norbord Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal;

(iii) take any action or fail to take any action that, in either case, constitutes a Norbord Change in Recommendation;

(iv) make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of the Norbord Board of the transactions contemplated hereby; or

(v) accept or enter into or publicly propose to accept or enter into (other than a confidentiality agreement permitted pursuant to Section 7.3) any letter of intent, agreement in principle, agreement, arrangement or understanding in respect of any Acquisition Proposal.

(b) Norbord shall, and shall cause its subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of this Agreement with any Person (other than West Fraser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, Norbord will:

(i) promptly discontinue access to and disclosure of all confidential information, including any data room and access to properties, facilities, books and records of Norbord or of any of its subsidiaries; and

(ii) use its commercially reasonable efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require (i) the return or destruction of all copies of any non-public confidential information regarding Norbord or any of its subsidiaries provided to any Person (other than West Fraser) since January 1, 2020 in respect of a possible Acquisition

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Proposal, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding Norbord or any of its subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(c) Norbord represents and warrants as of the date of this Agreement that neither Norbord nor any of its subsidiaries has waived any standstill, confidentiality, non-disclosure, non-solicitation, business purpose, use or similar agreement or restriction to which Norbord or any of its subsidiaries is a party. Norbord covenants and agrees (i) that, except in respect of an unsolicited Acquisition Proposal made on a non-public basis to Norbord as contemplated by Sections 7.3 or 7.4, Norbord shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which Norbord or any of its subsidiaries is a party, and (ii) that neither it, nor any of its subsidiaries have or will, without the prior written consent of West Fraser (which may be withheld or delayed in West Fraser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting Norbord, or any of its subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which Norbord or any of its subsidiaries is a party; provided, however, that West Fraser acknowledges and agrees that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms shall not be a violation of this Section 7.1(c)(ii).

7.2 Notification of Acquisition Proposals

If Norbord or any of its subsidiaries or, to the knowledge of Norbord, or any of their respective Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal with respect to Norbord after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to Norbord or any subsidiary in connection with such an Acquisition Proposal, Norbord shall as soon as practicable and in any event within 24 hours of the receipt thereof notify West Fraser (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of its material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal inquiry, proposal, offer or request and will provide West Fraser with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Persons. Norbord shall keep West Fraser promptly and fully informed of the status of material or substantive developments and (to the extent Norbord is permitted by Section 7.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, including any material changes, modifications or other amendments to such Acquisition Proposal or request, and shall promptly provide to West Fraser copies of all material or substantive documents and correspondence (if not delivered in writing or electronic form, then by way of a description of the material terms communicated), received in respect of, from or on behalf of any Person in connection with such Acquisition Proposal.

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7.3 Responding to Acquisition Proposal and Superior Proposals

(a) Notwithstanding Section 7.1, if at any time prior to obtaining the Norbord Shareholder Approval, Norbord receives a bona fide written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.1(a)), Norbord or its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of Norbord or its subsidiaries to the Person making such Acquisition Proposal, if and only if:

(i) the Norbord Board first determines in good faith, after consultation with its non-related financial advisors and its outside legal counsel, that such Acquisition Proposal (disregarding any due diligence or access condition) constitutes or could reasonably be expected to constitute or lead to a Superior Proposal and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

(ii) such Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with Norbord or any of its subsidiaries;

(iii) Norbord has been, and continues to be, in compliance with its obligations under this Article 7;

(iv) prior to providing any such copies, access, or disclosure, Norbord enters into a confidentiality agreement with such Person substantially in the same form as the Confidentiality Agreement and on terms no less favourable, in the aggregate, to Norbord and that is no less onerous or more beneficial to such Person and any such copies, access or disclosure provided to such Person shall have already been (or will simultaneously be) provided to West Fraser; and

(v) Norbord promptly provides West Fraser with:

(A) written notice stating Norbord’s intention to participate in such discussions or negotiations and to provide such access and disclosure and that the Norbord Board has determined that the failure to take such action would be inconsistent with its fiduciary duties, together with

(B) a copy of the confidentiality agreement referred to in paragraph 7.3(a)(iv) above.

(b) Notwithstanding anything else in this Agreement:

(i) the Norbord Board has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made

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for the Norbord Shares, that it determines is not a Norbord Superior Proposal, provided that West Fraser and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the Norbord Board shall give reasonable consideration to such comments; and

(ii) prior to the Norbord Meeting, Norbord and the Norbord Board shall not be prohibited from making a Norbord Change in Recommendation if:

(A) a Material Adverse Effect with respect to West Fraser has occurred and is continuing; and

(B) the Norbord Board has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties.

7.4 Norbord Superior Proposal Determination and Right to Match

(a) If Norbord receives an Acquisition Proposal that the Norbord Board has determined constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Norbord Shareholders, Norbord may, subject to compliance with Article 8, make a Norbord Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(i) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to any existing confidentiality, non-disclosure, standstill, business purpose or other similar agreement, restriction or covenant with Norbord or any of its subsidiaries;

(ii) Norbord has been, and continues to be, in compliance with its obligations under this Article 7 in all material respects;

(iii) Norbord has delivered to West Fraser a written notice of the determination of the Norbord Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Norbord Board to enter into a definitive agreement with respect to such Superior Proposal (the “Norbord Superior Proposal Notice”), which Norbord Superior Proposal Notice will set forth the determinations of the Norbord Board regarding the value and financial terms that the Norbord Board, in consultation with Norbord’s outside legal counsel and non-related financial advisor, has determined should be ascribed to any non-cash consideration offered under such Norbord Superior Proposal;

(iv) Norbord has provided West Fraser a copy of the proposed definitive agreement for the Superior Proposal, together with all documentation and supporting materials related to and detailing the Superior Proposal, including any financing documents received by Norbord in connection with the Superior Proposal;

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(v) at least five Business Days (the “West Fraser Matching Period”) have elapsed from the date on which West Fraser received a copy of the documentation referred to in Section 7.4(a)(iv) above;

(vi) during any West Fraser Matching Period, West Fraser has had the opportunity (but not the obligation), in accordance with Section 7.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(vii) after the West Fraser Matching Period, the Norbord Board has determined in good faith, after consultation with its outside legal counsel and non-related financial advisor, that:

(A) such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by West Fraser under Section 7.4(b)); and

(B) the failure of the Norbord Board to recommend that Norbord enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(viii) prior to or concurrently with entering into such definitive agreement Norbord terminates this Agreement pursuant to Section 8.2(d)(iv) and pays the Termination Fee to West Fraser pursuant to Section 8.3(a)(ii).

(b) During the West Fraser Matching Period, or such longer period as Norbord may approve in writing for such purpose:

(i) West Fraser will have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration;

(ii) the Norbord Board shall review any offer made by West Fraser under this Section 7.4(b) to amend the terms of this Agreement and the Arrangement in good faith and in a manner consistent with the fiduciary duties of the Norbord Board in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and

(iii) Norbord shall negotiate with West Fraser in good faith and in a manner consistent with the fiduciary duties of the Norbord Board to make such amendments to the terms of this Agreement and the Arrangement as would enable West Fraser to proceed with the transactions contemplated by this Agreement on such amended terms.

If the Norbord Board determines that such Acquisition Proposal would cease to be a Superior Proposal as compared to the proposed amendments to the terms of this Agreement, Norbord shall promptly so advise West Fraser and the Parties shall amend this Agreement to reflect such offer made by West Fraser, and shall take and

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cause to be taken all such actions as are necessary to give effect to the foregoing, including promptly re-affirming the Norbord Board Recommendation to the Norbord Shareholders.

(c) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Norbord Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 7.4, and West Fraser shall be afforded a new three Business Day West Fraser Matching Period from the later of (i) the date on which West Fraser received the Norbord Superior Proposal Notice with respect to the new Superior Proposal from Norbord, and (ii) the date on which West Fraser received a copy of the documentation referred to in Section 7.4(a)(iii) above with respect to such new Superior Proposal.

(d) The Norbord Board shall promptly reaffirm the Norbord Board Recommendation by press release after: (i) the Norbord Board determines any Acquisition Proposal that has been publicly announced or publicly disclosed is not a Norbord Superior Proposal; or (ii) the Norbord Board determines that a proposed amendment to the terms of this Agreement would result in any Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and West Fraser has so amended the terms of this Agreement. West Fraser and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release. Norbord shall make all reasonable amendments to such press release as requested by West Fraser and its counsel.

(e) If Norbord provides a Norbord Superior Proposal Notice to West Fraser on a date that is less than seven Business Days before the Norbord Meeting, Norbord shall be entitled to, and shall upon request from West Fraser, postpone such Norbord Meeting in accordance with the terms of this Agreement to a date specified by West Fraser that is not more than seven Business Days after the scheduled date of the Norbord Meeting. If a West Fraser Matching Period would not terminate before the date fixed for the Norbord Meeting, Norbord shall adjourn or postpone the Norbord Meeting to a date that is at least five Business Days after the expiration of the applicable West Fraser Matching Period. Notwithstanding the foregoing, in no event shall such adjourned or postponed meeting be held on a date that is less than five Business Days prior to the Outside Date.

(f) For greater certainty, notwithstanding any Norbord Change in Recommendation, unless this Agreement has been terminated in accordance with its terms, Norbord shall cause the Norbord Meeting to occur and the Arrangement Resolution to be put to the Norbord Shareholders thereat for consideration in accordance with this Agreement, and Norbord shall not, except as required by applicable Law, submit to a vote of the Norbord Shareholders any Acquisition Proposal other than the Arrangement Resolution prior to the termination of this Agreement.

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7.5 West Fraser Non-Solicitation

(a) Except as expressly provided in this Article 7, West Fraser shall not, directly or indirectly, through any of its Representatives or subsidiaries, or otherwise, and shall not permit or authorize any such Person to do so on its behalf:

(i) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of West Fraser or any subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Norbord) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that, if West Fraser is in compliance with its obligations under this Article 7, West Fraser shall be permitted to: (A) communicate with any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person; (B) advise any Person of the restrictions of this Agreement; and (C) advise any Person making an Acquisition Proposal that the West Fraser Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal;

(iii) take any action or fail to take any action that, in either case, constitutes a West Fraser Change in Recommendation;

(iv) make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of the West Fraser Board of the transactions contemplated hereby; or

(v) accept or enter into or publicly propose to accept or enter into (other than a confidentiality agreement permitted pursuant to Section 7.7) any letter of intent, agreement in principle, agreement, arrangement or understanding in respect of any Acquisition Proposal.

(b) West Fraser shall, and shall cause its subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of this Agreement with any Person (other than Norbord) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, West Fraser will:

(i) promptly discontinue access to and disclosure of all confidential information, including any data room and access to properties, facilities, books and records of West Fraser or of any of its subsidiaries; and

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(ii) use its commercially reasonable efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require (i) the return or destruction of all copies of any non-public confidential information regarding West Fraser or any of its subsidiaries provided to any Person (other than Norbord) since January 1, 2020 in respect of a possible Acquisition Proposal, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding West Fraser or any of its subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(c) West Fraser represents and warrants as of the date of this Agreement that neither West Fraser nor any of its subsidiaries has waived any standstill, confidentiality, non-disclosure, non-solicitation, business purpose, use or similar agreement or restriction to which West Fraser or any of its subsidiaries is a party. West Fraser covenants and agrees (i) that, except in respect of an unsolicited Acquisition Proposal made on a non-public basis to West Fraser as contemplated by Sections 7.6 or 7.7, West Fraser shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which West Fraser or any of its subsidiaries is a party, and (ii) that neither it, nor any of its subsidiaries have or will, without the prior written consent of Norbord (which may be withheld or delayed in Norbord’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting West Fraser, or any of its subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which West Fraser or any of its subsidiaries is a party; provided, however, that Norbord acknowledges and agrees that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms shall not be a violation of this Section 7.5(c)(ii).

7.6 Notification of Acquisition Proposals

If West Fraser or any of its subsidiaries or, to the knowledge of West Fraser, or any of their respective Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal with respect to West Fraser after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to West Fraser or any subsidiary in connection with such an Acquisition Proposal, West Fraser shall as soon as practicable and in any event within 24 hours of the receipt thereof notify Norbord (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of its material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal inquiry, proposal, offer or request and will provide Norbord with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Persons. West Fraser shall keep Norbord promptly and fully informed of the status of material or substantive developments and (to the extent West Fraser is permitted by Section 7.7 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, including any material changes, modifications or other amendments to such Acquisition Proposal or request, and

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shall promptly provide to Norbord copies of all material or substantive documents and correspondence (if not delivered in writing or electronic form, then by way of a description of the material terms communicated) received in respect of, from or on behalf of any Person in connection with such Acquisition Proposal.

7.7 Responding to Acquisition Proposal and Superior Proposals

(a) Notwithstanding Section 7.5, if at any time prior to obtaining the West Fraser Shareholder Approval, West Fraser receives a bona fide written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.5(a)), West Fraser or its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of West Fraser or its subsidiaries to the Person making such Acquisition Proposal, if and only if:

(i) the West Fraser Board first determines in good faith, after consultation with its non-related financial advisors and its outside legal counsel, that such Acquisition Proposal (disregarding any due diligence or access condition) constitutes or could reasonably be expected to constitute or lead to a Superior Proposal and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

(ii) such Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with West Fraser or any of its subsidiaries;

(iii) West Fraser has been, and continues to be, in compliance with its obligations under this Article 7;

(iv) prior to providing any such copies, access, or disclosure, West Fraser enters into a confidentiality agreement with such Person substantially in the same form as the Confidentiality Agreement and on terms no less favourable, in the aggregate, to West Fraser and that is no less onerous or more beneficial to such Person and any such copies, access or disclosure provided to such Person shall have already been (or will simultaneously be) provided to West Fraser; and

(v) West Fraser promptly provides Norbord with:

(A) written notice stating West Fraser’s intention to participate in such discussions or negotiations and to provide such access and disclosure and that the West Fraser Board has determined that the failure to take such action would be inconsistent with its fiduciary duties, together with

(B) a copy of the confidentiality agreement referred to in paragraph 7.7(a)(iv) above.

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(b) Notwithstanding anything else in this Agreement:

(i) the West Fraser Board has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made for the West Fraser Shares that it determines is not a West Fraser Superior Proposal, provided that Norbord and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the West Fraser Board shall give reasonable consideration to such comments; and

(ii) prior to the West Fraser Meeting, West Fraser and the West Fraser Board shall not be prohibited from making a West Fraser Change in Recommendation if:

(A) a Material Adverse Effect with respect to Norbord has occurred and is continuing; and

(B) the West Fraser Board has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties.

7.8 West Fraser Superior Proposal Determination and Right to Match

(a) If West Fraser receives an Acquisition Proposal that the West Fraser Board has determined constitutes a Superior Proposal prior to the approval of the West Fraser Resolution by the West Fraser Shareholders, West Fraser may, subject to compliance with Article 8, make a West Fraser Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(i) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to any existing confidentiality, non-disclosure, standstill, business purpose or other similar agreement, restriction or covenant with West Fraser or any of its subsidiaries;

(ii) West Fraser has been, and continues to be, in compliance with its obligations under this Article 7 in all material respects;

(iii) West Fraser has delivered to Norbord a written notice of the determination of the West Fraser Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the West Fraser Board to enter into a definitive agreement with respect to such Superior Proposal (the “West Fraser Superior Proposal Notice”), which West Fraser Superior Proposal Notice will set forth the determinations of the West Fraser Board regarding the value and financial terms that the West Fraser Board, in consultation with its non-related financial advisor and West Fraser’s outside legal counsel, has determined should be ascribed to any non-cash consideration offered under such West Fraser Superior Proposal;

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(iv) West Fraser has provided Norbord a copy of the proposed definitive agreement for the Superior Proposal, together with all documentation and supporting materials related to and detailing the Superior Proposal, including any financing documents received by West Fraser in connection with the Superior Proposal;

(v) at least five Business Days (the “Norbord Matching Period”) have elapsed from the date on which Norbord received a copy of the documentation referred to in Section 7.8(a)(iv) above;

(vi) during any Norbord Matching Period, Norbord has had the opportunity (but not the obligation), in accordance with Section 7.8(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(vii) after the Norbord Matching Period, the West Fraser Board has determined in good faith, after consultation with its outside legal counsel and non-related financial advisor, that:

(A) such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by Norbord under Section 7.8(b)); and

(B) the failure of the West Fraser Board to recommend that West Fraser enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(viii) prior to or concurrently with entering into such definitive agreement West Fraser terminates this Agreement pursuant to Section 8.2(c)(iv) and pays to Norbord the Termination Fee pursuant to Section 8.3(b)(ii).

(b) During the Norbord Matching Period, or such longer period as West Fraser may approve in writing for such purpose:

(i) Norbord will have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including a decrease in, or modification of, the Consideration;

(ii) the West Fraser Board shall review any offer made by Norbord under this Section 7.8(b) to amend the terms of this Agreement and the Arrangement in good faith and in a manner consistent with the fiduciary duties of the West Fraser Board in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and

(iii) West Fraser shall negotiate with Norbord in good faith and in a manner consistent with the fiduciary duties of the West Fraser Board to make such amendments to the terms of this Agreement and the Arrangement as would enable Norbord to proceed with the transactions contemplated by this Agreement on such amended terms.

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If the West Fraser Board determines that such Acquisition Proposal would cease to be a Superior Proposal as compared to the proposed amendments to the terms of this Agreement, West Fraser shall promptly so advise Norbord and the Parties shall amend this Agreement to reflect such offer made by Norbord, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing, including promptly re-affirming the West Fraser Board Recommendation to the West Fraser Shareholders.

(c) Each successive amendment or modification to any Acquisition Proposal that results in a decrease in, or modification of, the consideration (or value of such consideration) to be received by the Norbord Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 7.8, and Norbord shall be afforded a new three Business Day Norbord Matching Period from the later of (i) the date on which Norbord received the West Fraser Superior Proposal Notice with respect to the new Superior Proposal from West Fraser, and (ii) the date on which Norbord received a copy of the documentation referred to in Section 7.8(a)(iv) above with respect to such new Superior Proposal.

(d) The West Fraser Board shall promptly reaffirm the West Fraser Board Recommendation by press release after: (i) the West Fraser Board determines any Acquisition Proposal that has been publicly announced or publicly disclosed is not a West Fraser Superior Proposal; or (ii) the West Fraser Board determines that a proposed amendment to the terms of this Agreement would result in any Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and Norbord has so amended the terms of this Agreement. Norbord and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release. West Fraser shall make all reasonable amendments to such press release as requested by Norbord and its counsel.

(e) If West Fraser provides a West Fraser Superior Proposal Notice to Norbord on a date that is less than seven Business Days before the West Fraser Meeting, West Fraser shall be entitled to, and shall upon request from Norbord, postpone such West Fraser Meeting in accordance with the terms of this Agreement to a date specified by Norbord that is not more than seven days after the scheduled date of the West Fraser Meeting. If a Norbord Matching Period would not terminate before the date fixed for the West Fraser Meeting, West Fraser shall adjourn or postpone the West Fraser Meeting to a date that is at least five Business Days after the expiration of the applicable Norbord Matching Period. Notwithstanding the foregoing, in no event shall such adjourned or postponed meeting be held on a date that is less than five Business Days prior to the Outside Date.

(f) For greater certainty, notwithstanding any West Fraser Change in Recommendation, unless this Agreement has been terminated in accordance with its terms, West Fraser shall cause the West Fraser Meeting to occur and the West Fraser Resolution to be put to the West Fraser Shareholders thereat for consideration in accordance with this Agreement, and West Fraser shall not, except as required by applicable Law, submit to a vote of the West Fraser Shareholders

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any Acquisition Proposal other than the West Fraser Resolution prior to the termination of this Agreement.

7.9 Access to Information; Confidentiality

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with applicable Law and the terms of any existing Contracts, each Party shall, and shall cause its respective subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisors and agents to, afford to other Party and its Representatives (upon reasonable advance notice and, at the option of such Party, with a representative of such Party present), such reasonable access during regular business hours as the other Party may reasonably require at all reasonable times, without material disruption to the conduct of such Party’s business, to its and its subsidiaries’ officers, employees, agents, properties, books, records and Contracts, and shall make available to the other Party all data and information as such other Party may reasonably request. The Parties acknowledge and agree that information furnished pursuant to this Section 7.9 shall be subject to the terms and conditions of the Confidentiality Agreement.

7.10 Insurance and Indemnification

(a) Prior to the Effective Time, Norbord shall be entitled to purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by Norbord and its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and West Fraser will, or will cause Norbord and its subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the cost of such policies shall not exceed 300% of the annual premiums currently in effect for such director and officer liability coverage.

(b) West Fraser shall cause Norbord to ensure that the articles and/or by-laws of Norbord and its subsidiaries (or their respective successors) shall contain the provisions with respect to indemnification set forth in Norbord’s or the applicable subsidiary’s current articles and/or by-laws, which provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Effective Date in any manner that would adversely affect any rights of indemnification of individuals who, immediately prior to the Effective Date, were directors or officers of Norbord or any of its subsidiaries (together with their respective heirs, executors or administrators, an “Indemnified Party”).

(c) West Fraser agrees that it shall cause Norbord to honour all rights to indemnification or exculpation now existing in favour of Indemnified Parties, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date.

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(d) West Fraser shall pay all reasonable expenses, including legal fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 7.10.

(e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the articles of incorporation or bylaws or other organization documents of Norbord or any of its subsidiaries or any other indemnification arrangement.

(f) The provisions of this Section 7.10 shall survive the consummation of the Effective Time for a period of six years and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties.

(g) In the event West Fraser, Norbord or any of their respective successors or assigns transfers all or substantially all of its properties and assets to any Person, then, proper provision shall be made so that the successors and assigns of West Fraser or Norbord, as the case may be, shall assume the obligations set forth in this Section 7.10.

ARTICLE 8

TERM, TERMINATION, AMENDMENT AND WAIVER

8.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

8.2 Termination

This Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual written agreement of Norbord and West Fraser;

(b) by either Norbord or West Fraser, if:

(i) the Effective Date shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 8.2(b)(i) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the principal cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;

(ii) after the date hereof, there shall be enacted or made any applicable Law or Order that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Norbord or West Fraser from consummating the Arrangement and such applicable Law or Order shall have become final and non-appealable;

(iii) the Norbord Meeting shall have been held and completed and the Norbord Shareholder Approval shall not have been obtained, provided that the right

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to terminate this Agreement pursuant to this Section 8.2(b)(iii) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure to obtain the Norbord Shareholder Approval; or

(iv) the West Fraser Meeting shall have been held and completed and the West Fraser Shareholder Approval shall not have been obtained, provided that the right to terminate this Agreement pursuant to this Section 8.2(b)(iv) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure to obtain the West Fraser Shareholder Approval;

(c) by West Fraser, if:

(i) the Norbord Board takes any action or fails to take any action that, in either case, results in a Norbord Change in Recommendation, other than in circumstances where the Norbord Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to West Fraser and Norbord has complied with Section 7.3(b)(ii)(B);

(ii) Norbord enters into (other than a confidentiality agreement pursuant to Section 7.3) any letter of intent, agreement in principal, agreement, arrangement or understanding in respect of an Acquisition Proposal, other than in circumstances where Norbord has terminated this Agreement in accordance with Section 8.2(d)(iv) and paid the Termination Fee in accordance with Section 8.3(a)(ii);

(iii) Norbord breaches its obligations under Section 7.1, Section 7.2, Section 7.3 or Section 7.4 in any material respect;

(iv) prior to obtaining the West Fraser Shareholder Approval, subject to West Fraser having complied with Section 7.7 and Section 7.8, the West Fraser Board authorizes West Fraser to enter into an agreement (other than a confidentiality agreement pursuant to Section 7.7) with respect to a Superior Proposal in accordance with Section 7.8; provided that concurrently with such termination, West Fraser pays the Termination Fee payable pursuant to Section 8.3 to Norbord;

(v) Norbord breaches any representation or warranty of Norbord set forth in this Agreement which breach would cause the condition in Section 6.2(b) not to be satisfied or Norbord fails to perform any material covenant or material obligation made in this Agreement, which failure would cause the conditions in Section 6.2(a) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.5; provided that any wilful breach shall be deemed incapable of being cured and provided that West Fraser is not then in breach of this

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Agreement so as to cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied; or

(vi) a Material Adverse Effect has occurred with respect to Norbord and is continuing, provided that the West Fraser Board has complied with Section 7.7(b)(ii)(B).

(d) by Norbord, if:

(i) the West Fraser Board takes any action or fails to take any action that, in either case, results in a West Fraser Change in Recommendation, other than in circumstances where the West Fraser Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to Norbord and West Fraser has complied with Section 7.7(b)(ii)(B);

(ii) West Fraser enters into (other than a confidentiality agreement pursuant to Section 7.7) any letter of intent, agreement in principal, agreement, arrangement or understanding in respect of an Acquisition Proposal, other than in circumstances where West Fraser has terminated this Agreement in accordance with Section 8.2(c)(iv) and paid the Termination Fee in accordance with Section 8.3(b)(ii);

(iii) West Fraser breaches its obligations under Section 7.5, Section 7.6, Section 7.7 or Section 7.8 in any material respect;

(iv) prior to obtaining Norbord Shareholder Approval, subject to Norbord having complied with Sections 7.3 and 7.4, the Norbord Board authorizes Norbord to enter into an agreement (other than a confidentiality agreement pursuant to Section 7.3) with respect to a Superior Proposal in accordance with Section 7.4; provided that concurrently with such termination, Norbord pays the Termination Fee payable pursuant to Section 8.3(a)(ii) to West Fraser;

(v) West Fraser breaches any representation or warranty of West Fraser set forth in this Agreement which breach would cause the condition in Section 6.3(b) not to be satisfied or West Fraser fails to perform any material covenant or material obligation made in this Agreement, which failure would cause the condition in Section 6.3(a) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.5; provided that any wilful breach shall be deemed incapable of being cured and provided that Norbord is not then in breach of this Agreement so as to cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied; or

(vi) a Material Adverse Effect has occurred with respect to West Fraser and is continuing, provided that the Norbord Board has complied with Section 7.3(b)(ii)(B).

The Party desiring to terminate this Agreement pursuant to this Section 8.2 (other than pursuant to Section 8.2(a)) shall give notice of such termination to the other Party. If this Agreement is

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terminated pursuant to this Section 8.2, this Agreement shall become void and of no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except as otherwise expressly contemplated hereby, and provided that the provisions of this paragraph, Section 2.4(c) (Indemnification regarding Norbord Circular), Section 2.7(c) (Indemnification regarding West Fraser Circular), Section 5.8 (Pre-Acquisition Reorganization), Section 5.9 (Privacy), Section 8.3 (Termination Fee), Section 8.4 (Fees and Expenses) and Article 9 and the provisions of the Confidentiality Agreement (pursuant to the terms set out therein) shall survive any termination hereof pursuant to this Section 8.2; provided further that neither the termination of this Agreement nor anything contained in this Section 8.2 shall relieve a Party from any liability arising prior to such termination and no Party shall be relieved of any liability for any wilful breach by it of this Agreement.

8.3 Termination Fee

(a) Norbord shall pay to West Fraser and West Fraser shall be entitled to the Termination Fee upon the occurrence of any of the following events (each a “Norbord Termination Fee Event”) which shall be paid by Norbord within the time specified in respect of each such Norbord Termination Fee Event:

(i) this Agreement is terminated by West Fraser pursuant to Section 8.2(c)(i) (Norbord Change in Recommendation), Section 8.2(c)(ii) (Norbord Agreement with respect to Acquisition Proposal) or Section 8.2(c)(iii) (Norbord Breach of Deal Protection Covenants), in which case the Termination Fee shall be paid on the second Business Day following such termination;

(ii) this Agreement is terminated by Norbord pursuant to Section 8.2(d)(iv) (Norbord to enter into a Superior Proposal), in which case the Termination Fee shall be paid concurrent with such termination; or

(iii) this Agreement is terminated:

(A) by either Party pursuant to Section 8.2(b)(i) (Effective Time Not Occurring Prior to Outside Date),

(B) by either Party pursuant to Section 8.2(b)(iii) (No Norbord Shareholder Approval), or

(C) by West Fraser pursuant to Section 8.2(c)(v) (Norbord Breaches of Representations, Warranties or Covenants)

but only if, in the case of this Section 8.3(a)(iii), prior to the termination of this Agreement, an Acquisition Proposal shall have been made to Norbord, or an Acquisition Proposal with respect to Norbord is publicly announced or any Person shall have publicly announced the intention to make an Acquisition Proposal with respect to Norbord (other than by West Fraser), and if within twelve months following the date of such termination (i) Norbord or one of its subsidiaries enters into a definitive agreement in respect of an Acquisition Proposal, whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in this paragraph; and

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(ii) such Acquisition Proposal is consummated at any time thereafter (whether or not within twelve months following the date of termination of this Agreement), in which case the Termination Fee shall be payable within two Business Days following the closing of the applicable transaction referred to therein.

For purposes of this Section 8.3(a)(iii), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”.

(b) West Fraser shall pay to Norbord and Norbord shall be entitled to the Termination Fee upon the occurrence of any of the following events (each a “West Fraser Termination Fee Event”) which shall be paid by West Fraser within the time specified in respect of each such West Fraser Termination Fee Event:

(i) this Agreement is terminated by Norbord pursuant to Section 8.2(d)(i) (West Fraser Change in Recommendation), Section 8.2(d)(ii) (West Fraser Agreement with respect to Acquisition Proposal) or Section 8.2(d)(iii) (West Fraser Breach of Deal Protection Covenants), in which case the Termination Fee shall be paid on the second Business Day following such termination;

(ii) this Agreement is terminated by West Fraser pursuant to Section 8.2(c)(iv) (West Fraser to enter into a Superior Proposal), in which case the Termination Fee shall be paid concurrent with such termination; or

(iii) this Agreement is terminated:

(A) by either Party pursuant to Section 8.2(b)(i) (Effective Time Not Occurring Prior to Outside Date), or

(B) by either Party pursuant to Section 8.2(b)(iv) (No West Fraser Shareholder Approval), or

(C) by Norbord pursuant to Section 8.2(d)(v) (West Fraser Breaches of Representations, Warranties or Covenants)

but only if, in the case of this Section 8.3(b)(iii), prior to the termination of this Agreement, an Acquisition Proposal shall have been made to West Fraser, or an Acquisition Proposal with respect to West Fraser is publicly announced or any Person shall have publicly announced the intention to make an Acquisition Proposal with respect to West Fraser (other than by Norbord), and if within twelve months following the date of such termination (i) West Fraser or one of its subsidiaries enters into a definitive agreement in respect of an Acquisition Proposal, whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in this paragraph; and (ii) such Acquisition Proposal is consummated at any time thereafter (whether or not within twelve months following the date of termination of this Agreement);

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in which case the Termination Fee shall be payable within two Business Days following the closing of the applicable transaction referred to therein.

For purposes of this Section 8.3(b)(iii), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”.

(c) The Termination Fee shall be payable by a Party by wire transfer in immediately available funds to an account specified by the other Party. For greater certainty, in no event shall a Party be obligated to pay the Termination Fee on more than one occasion.

(d) Each of the Parties acknowledges that the agreements regarding the payment of any Termination Fee contained in Section 8.3 of this Agreement are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that any payment by a Party of a Termination Fee to the other Party is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the other Party will suffer or incur as a result of the cancellation and termination of all rights and obligations with respect to the Transaction in the circumstances in which the Termination Fee is payable, that such payment is not for lost profits or a penalty, and that no Party shall take any position inconsistent with the foregoing. Each Party irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 8.2 under circumstances where a Party is entitled to the payment of a Termination Fee pursuant to Section 8.3 and such Termination Fee is paid in full to such Party, such Party shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby.

(e) Subject to the last sentence of Section 8.3(d), nothing in this Section 8.4 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.

8.4 Fees and Expenses

Except as expressly provided by this Agreement, each Party shall pay all fees, costs and expenses incurred by such Party in connection with this Agreement and the Arrangement. West Fraser shall pay any filing fees and applicable Taxes payable for or in respect of any application, notification or other filing made in respect of any regulatory process in respect of the transactions contemplated by the Arrangement.

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ARTICLE 9

GENERAL PROVISIONS

9.1 Amendment

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Norbord Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and the Final Order and applicable Law:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of the Parties; and/or

(d) waive compliance with or modify any mutual conditions precedent herein contained.

9.2 Waiver

Any Party may (i) extend the time for the performance of any of the obligations or acts of the other Party, (ii) waive compliance, except as provided herein, with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

9.3 Third Party Beneficiaries

(a) Except as provided in Section 2.4(c) and Section 7.10 and which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 9.3 as the “Indemnified Persons”), and except as provided in Section 9.3(c), Norbord and West Fraser intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(b) Despite the foregoing, West Fraser acknowledges to each of the Indemnified Persons their direct rights against it under Section 2.4(c) and Section 7.10, respectively of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives, and for such purpose, Norbord confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf.

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(c) In no circumstance shall the consent of any Indemnified Person be required for the termination or amendment of this Agreement.

9.4 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality, each of the Parties to this Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out therein.

9.5 Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail transmission (with transmission confirmation), or as of the following Business Day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

(a) if to West Fraser:

West Fraser Timber Co. Ltd.

601-858 Beatty Street

Vancouver, British Columbia

V6B 1C1

Attention:        Chris Virostek, Vice-President, Finance and CFO

E-mail:             [Redacted – personal information]

with a copy (which shall not constitute notice) to:

McMillan LLP

Suite 1500, 1055 West Georgia Street

Vancouver, British Columbia

V6E 4N7

Attention:         Mr. Tom Theodorakis

E-mail:             tom.theodorakis@mcmillan.ca

(b) if to Norbord:

Norbord Inc.

1 Toronto Street, Suite 600

Toronto, Ontario

M5C 2W4

Attention:         Ms. Robin Lampard, Senior V.P. and Chief Financial Officer

E-mail:             [Redacted – personal information]

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with a copy (which shall not constitute notice) to:

Torys LLP

79 Wellington Street West, 30th Floor

Toronto, ON M5K 1N2

Attention:        Karrin Powys-Lybbe

E-mail:             kpowys-lybbe@torys.com

9.6 Governing Law

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to this Agreement.

9.7 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, except as provided in Section 8.3, the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent or address breaches of this Agreement, and any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief is hereby being waived.

9.8 Time of Essence

Time shall be of the essence in this Agreement.

9.9 Entire Agreement, Binding Effect and Assignment

West Fraser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, a wholly-owned direct or indirect subsidiary of West Fraser, provided that if such assignment and/or assumption takes place, West Fraser shall continue to be liable jointly and severally with such subsidiary for all of its obligations hereunder. This Agreement shall be binding on and shall enure to the benefit of the Parties and their respective successors and permitted assigns.

This Agreement (including the Schedules hereto, the Norbord Disclosure Letter and the schedules thereto and the West Fraser Disclosure Letter and the schedules thereto) and the Confidentiality Agreements constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the Parties without the prior written consent of the other Party.

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9.10 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

9.11 Counterparts, Execution

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF West Fraser and Norbord have caused this Agreement to be executed as of the date first written above.

WEST FRASER TIMBER CO. LTD.
By:	/s/ Raymond W. Ferris
	Name: Raymond W. Ferris
	Title: President and CEO
NORBORD INC.
By:	/s/ Peter Wijnbergen
	Name: Peter Wijnbergen
	Title: President and Chief Executive Officer
By:	/s/ Robin Lampard
	Name: Robin Lampard
	Title: Senior Vice President and Chief Financial Officer

ARRANGEMENT AGREEMENT

SCHEDULE A

TO THE ARRANGEMENT AGREEMENT

PLAN OF ARRANGEMENT

UNDER SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following words and terms shall have the meaning hereinafter set out:

“Arrangement” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court in the Final Order;

“Arrangement Agreement” means the arrangement agreement dated November 18, 2020 to which this Plan of Arrangement is attached as Schedule A, as the same may be amended, varied or supplemented from time to time;

“Arrangement Resolution” means the special resolution of the Shareholders approving the Arrangement to be considered at the Special Meeting, substantially in the form of Schedule B to the Arrangement Agreement;

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

“CBCA” means the Canada Business Corporations Act, as amended, including the regulations promulgated thereunder;

“Consideration” means the West Fraser Shares to be issued to the Shareholders pursuant to this Plan of Arrangement on the basis of 0.675 of a West Fraser Share in exchange for each Norbord Share held, subject to adjustment as provided for in the Arrangement Agreement;

“Court” means the Ontario Superior Court of Justice (Commercial List);

“Depositary” means any trust company, bank or financial institution agreed to in writing by West Fraser and Norbord, each acting reasonably, for the purpose of, among other things, exchanging certificates representing Norbord Shares for the Consideration in connection with the Arrangement;

“Dissent Rights” has the meaning ascribed thereto in Section 4.1(a) hereof;

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“Dissent Shares” means Norbord Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

“Dissenting Shareholder” means a registered Shareholder who has duly exercised a Dissent Right and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Norbord Shares in respect of which Dissent Rights are validly exercised by such Shareholder;

“Effective Date” means the date upon which West Fraser and Norbord agree in writing as the date upon which the Arrangement becomes effective or, in the absence of such agreement, five Business Days following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Sections 6.1, 6.2 and 6.3 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable party for whose benefit such conditions exist);

“Effective Time” means the time on the Effective Date that the Arrangement will be deemed to have been completed, which shall be 3:01am (Toronto time) on the Effective Date or such other time as agreed to by West Fraser and Norbord in writing;

“Exchange Ratio” means the exchange ratio of 0.675 of a West Fraser Share for each Norbord Share, as such Exchange Ratio may be adjusted pursuant to the Arrangement Agreement;

“Final Order” means the final order of the Court pursuant to Section 192(4) of the CBCA approving the Arrangement, as such order may be amended by the Court (with the consent of West Fraser and Norbord, acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is satisfactory to each of West Fraser and Norbord, acting reasonably) on appeal;

“Governmental Entity” means any applicable: (a) multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, minister, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, commissioner, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange;

“Holdco Agreements” has the meaning ascribed thereto in Section 2.13(c) of the Arrangement Agreement;

“Holdco Share Consideration” means, in respect of each Qualifying Holdco Share, (i) 0.675 of a West Fraser Share, subject to adjustment as provided for in the Arrangement Agreement, multiplied by the number of Norbord Shares held by such Qualifying Holdco divided by (ii) the aggregate number of Qualifying Holdco Shares that are issued and outstanding;

“In the Money Amount” means in respect of a Norbord Option at any time, the amount, if any, by which the aggregate fair market value, at that time, of the shares subject to the option exceeds the aggregate exercise price under the option;

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“Incentive Securities” means, collectively, the Norbord DSUs, the Norbord RSUs and the Norbord Options;

“Interim Order” means the interim order of the Court made in connection with the Arrangement and providing for, among other things, the calling and holding of the Special Meeting, as the same may be amended, supplemented or varied by the Court (with the consent of West Fraser and Norbord, acting reasonably);

“Law” or “Laws” means all laws (including common law), by laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements of any Governmental Entity having the force of law (including the rules of the TSX and NYSE), whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are applicable to such Person or its business, undertaking, assets, property or securities and emanate from a Person having jurisdiction over such Person or its or their business, undertaking, assets, property or securities;

“Legacy Ainsworth Option Plan” means the Norbord stock option plan for participants in the Ainsworth Lumber Co. Ltd. stock option plan effective as of March 31, 2015;

“Letter of Transmittal” means the letters of transmittal to be delivered by Norbord to the Shareholders and the Qualifying Holdco Shareholders providing for delivery of the certificates representing the Shareholder’s Norbord Shares or the Qualifying Holdco’s Qualifying Holdco Shares to the Depositary;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third Person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Norbord” means Norbord Inc., a corporation existing under the laws of Canada;

“Norbord Continuing Executives” means the holders of Incentive Securities who are not Norbord Departing Executives;

“Norbord Departing Executives” means the officers and employees of Norbord who will cease and not continue as officers and employees of Norbord following the completion of the Arrangement;

“Norbord DSU Plans” means (i) the deferred share unit plan for management of Norbord, as amended and restated as of May 5, 2020, (ii) the deferred share unit plan for non-employee directors of Norbord, as amended and restated as of May 5, 2020 and (iii) the deferred share unit plan of Ainsworth Lumber Co. Ltd., as amended and restated as of March 31, 2015;

“Norbord DSUs” means the outstanding deferred share units issued under the Norbord DSU Plans;

“Norbord Options” means the outstanding options to purchase Norbord Shares granted under or otherwise subject to the Norbord Stock Option Plan or the Legacy Ainsworth Option Plan;

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“Norbord RSU Plan” means the restricted stock unit plan of Norbord instituted effective as of January 31, 2006;

“Norbord RSUs” means the outstanding restricted share units issued under the Norbord RSU Plan;

“Norbord Shares” means common shares in the capital of Norbord, as currently constituted and that are currently listed and posted for trading on the TSX and NYSE under the symbol “OSB”;

“Norbord Stock Option Plan” means the stock option plan of Norbord dated April 27, 2012, as amended on June 14, 2015, and includes, as it relates to Norbord UK Eligible Employees, the Norbord UK Subplan;

“Norbord UK Eligible Employees” has the meaning ascribed thereto in Section 2 of the Norbord UK Subplan;

“Norbord UK Subplan” means the Appendix to the Norbord Stock Option Plan, approved on February 12, 2013, relating to the granting of Norbord Options to Norbord UK Eligible Employees;

“Payout Value” means the product of (i) the Exchange Ratio, multiplied by (ii) the volume-weighted average price on the TSX of the West Fraser Shares for a five Business Day period, starting with the opening of trading on the seventh Business Day prior to the Effective Date to the closing of trading on the third to last Business Day prior to the Effective Date, as reported by Bloomberg;

“Person” includes an individual, partnership, association, company, corporation, body corporate, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made in accordance with Section 9.1 of the Arrangement Agreement and this plan of arrangement;

“Qualifying Holdco” has the meaning ascribed thereto in Section 2.13(a) of the Arrangement Agreement;

“Qualifying Holdco Shareholders” has the meaning ascribed thereto in Section 2.13(a) of the Arrangement Agreement;

“Qualifying Holdco Shares” has the meaning ascribed thereto in Section 2.13(a)(v) of the Arrangement Agreement;

“Replacement Option” means an option to purchase West Fraser Shares having the terms and conditions determined in accordance with Section 3.1(a)(i);

“Shareholders” means the holders of Norbord Shares;

“Special Meeting” means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement

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Agreement, to be called and held in accordance with the Interim Order to consider, among other things, the Arrangement Resolution;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

“Taxes” in respect of a Person means: (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including national, federal, provincial, state and territorial income taxes), payroll and employee withholding taxes, employment and unemployment taxes and insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, government pension plan premiums or contributions and other charges from Governmental Entities, and other obligations of the same or of a similar nature to any of the foregoing, which such Person is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not; and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of being liable to another Person’s Taxes as a transferee or successor, by contract or otherwise;

“TSX” means the Toronto Stock Exchange;

“West Fraser” means West Fraser Timber Co. Ltd., a corporation existing under the laws of British Columbia;

“West Fraser Shares” means common shares in the capital of West Fraser, as currently constituted and that are currently listed and posted for trading on the TSX under the symbol “WFT”;

“West Fraser Stock Option Plan” means the stock option plan of West Fraser, as amended and restated as of April 19, 2016; and

“Withholding Obligation” has the meaning ascribed thereto in Section 5.1(g) hereof.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Plan of Arrangement to an Article, Section or Schedule by number or letter or both refer to the Article, Section or Schedule, respectively, bearing that designation in this Plan of Arrangement.

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1.3 Date for any Action

If the date on or by which any action is required or permitted to be taken hereunder is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

1.4 Number and Gender

In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.5 References to Persons and Statutes

A reference to a Person includes any successor to that Person. A reference to any statute includes all regulations made pursuant to such statute and the provisions of any statute or regulation which amends, supplements or supersedes any such statute or regulation.

1.6 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

ARTICLE 2

EFFECT OF ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to and in accordance with the provisions of the Arrangement Agreement.

2.2 Binding Effect

At the Effective Time, the Arrangement shall without any further authorization, act or formality on the part of the Court become effective and be binding upon West Fraser, Norbord, the Shareholders, including any Dissenting Shareholders and the Qualifying Holdco Shareholders, and the holders of Incentive Securities.

ARTICLE 3

ARRANGEMENT

3.1 Arrangement

Commencing at the Effective Time, the following shall occur and shall be deemed to occur consecutively in the following order, each occurring five minutes following completion of the previous event without any further authorization, act or formality:

(a) with respect to Norbord Options and Norbord RSUs held by the Norbord Continuing Executives and all outstanding Norbord DSUs, whether held by Norbord Continuing Executives, Norbord Departing Executives or Norbord directors, such Incentive Securities will continue in full force and effect without

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amendment except as provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan, Norbord RSU Plan or Norbord DSU Plans or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

(i) each Norbord Option outstanding immediately prior to the Effective Time shall, without any further action on the part of any holder thereof, be exchanged for a Replacement Option to acquire, on the same terms and conditions as were applicable under such Norbord Option immediately prior to the Effective Time, such number of West Fraser Shares equal to (1) that number of Norbord Shares that were issuable upon exercise of such Norbord Option immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, rounded down to the nearest whole number of West Fraser Shares, at an exercise price per West Fraser Share equal to the quotient determined by dividing (X) the exercise price per Norbord Share at which such Norbord Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent; provided that the exercise price of such Replacement Option shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of such Replacement Option does not exceed the In the Money Amount (if any) of such Norbord Option before the exchange;

(ii) each Norbord RSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms (other than those terms and conditions rendered inoperative by reason of the Transaction) provided that the terms of such Norbord RSUs shall be deemed to be amended, in accordance with the adjustment provisions of the Norbord RSU Plan, so as to substitute for the Norbord Shares subject to such Norbord RSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord RSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio; and

(iii) with respect to the Norbord DSUs, after taking into account any prior crediting of salary and director fees earned in the form of Norbord DSUs, each Norbord DSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms provided that the terms of such Norbord DSUs shall be deemed to be amended, in accordance with the adjustment provisions of the Norbord DSU Plans, so as to substitute for the Norbord Shares subject to such Norbord DSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord DSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio;

(b) with respect to Incentive Securities, other than Norbord DSUs, held by each of the Norbord Departing Executives, such Incentive Securities will be terminated in the manner provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan or Norbord RSU Plan

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or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

(i) each Norbord Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Norbord Stock Option Plan or the Legacy Ainsworth Option Plan, be surrendered by the holder thereof to Norbord in exchange for a cash payment by Norbord equal to the number of Norbord Shares issuable upon exercise of such Norbord Option, multiplied by (1) the Payout Value, less (2) the applicable exercise price of such Norbord Option, and, for greater certainty, where such amount is zero or a negative Norbord shall be obligated to pay the holder of such Norbord Option a cash payment equal to $0.01 in respect of each such Norbord Option, and thereafter each such Norbord Option shall immediately be cancelled and terminated; and

(ii) each Norbord RSU, whether vested or unvested, outstanding immediately prior to the Effective Time shall be cancelled in exchange for a cash payment equal to the Payout Value, and thereafter each such Norbord RSU shall immediately be cancelled and terminated,

in each case, subject to the applicable Tax withholdings and other source deduction provisions of this Plan of Arrangement;

(c) the exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date;

(d) each Dissenting Shareholder shall transfer to Norbord all of the Dissent Shares held, without any further act or formality on its part, and, in consideration therefor, Norbord shall be deemed to have issued to the Dissenting Shareholder a debt-claim to be paid the aggregate fair value of those Dissent Shares as determined pursuant to Section 4.1, and, in respect of the Dissent Shares so deemed to be transferred:

(i) the Dissenting Shareholder shall cease to be a holder of such Dissent Shares;

(ii) the name of the Dissenting Shareholder shall be removed from the register of Shareholders as of the Effective Time;

(iii) the Dissenting Shareholder shall have been deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissent Shares to Norbord; and

(iv) the Dissent Shares shall be cancelled by Norbord and the central securities register of Norbord shall be revised accordingly;

(e) each Qualifying Holdco Share of a particular Qualifying Holdco that is outstanding and held by a Qualifying Holdco Shareholder shall be transferred and deemed to be transferred by the Qualifying Holdco Shareholder to West Fraser (free and clear of

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any Liens) in accordance with the applicable Holdco Agreement in exchange for the Holdco Share Consideration for the particular Qualifying Holdco;

(f) each Norbord Share (other than (i) any Dissent Share and (ii) any Norbord Share held by a Qualifying Holdco, the Qualifying Holdco Shares of which are acquired by West Fraser pursuant to Section 3.1(e) (which shall not be exchanged under the Arrangement and shall remain outstanding as a Norbord Share held by such Qualifying Holdco)) shall be transferred and assigned to West Fraser (free and clear of any Liens) in exchange for the Consideration; and

(g) with respect to each Norbord Share or Qualifying Holdco Share deemed to have been transferred and assigned in accordance with Section 3.1(e) or Section 3.1(f):

(i) the registered holder thereof shall cease to be the registered holder of such Norbord Share or Qualifying Holdco Share (as applicable) and the name of such registered holder shall be removed from the register of Shareholders or Qualifying Holdco Shareholders (as applicable) as of the Effective Time of the applicable transfer and assignment provided for in Section 3.1(e) or Section 3.1(f);

(ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Norbord Share or Qualifying Holdco Share; and

(iii) West Fraser will be the holder of all of the outstanding Norbord Shares and Qualifying Holdco Shares and the central securities register of Norbord and any Qualifying Holdco shall be revised accordingly.

3.2 No Fractional Consideration

In no event shall any fractional West Fraser Shares be issued under this Plan of Arrangement. All calculations of West Fraser in respect of Consideration and Holdco Share Consideration to be received under this Plan of Arrangement will be rounded up or down to four decimal places. In any case where the aggregate number of West Fraser Shares to be issued to a Shareholder or a Qualifying Holdco Shareholder as Consideration or Holdco Share Consideration under this Plan of Arrangement would result in a fraction of a West Fraser Share being issuable, then the number of West Fraser Shares to be issued to such Shareholder or Qualifying Holdco Shareholder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional West Fraser Share thereof, West Fraser will pay to each such holder a cash payment (rounded down to the nearest cent) determined by reference to the volume-weighted average trading price of West Fraser Shares on the TSX for the five trading days immediately preceding the Effective Date.

3.3 Deemed Fully Paid and Non-Assessable Shares

All West Fraser Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the Business Corporations Act (British Columbia).

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3.4 Adjustments to the Consideration

All calculations and determinations made by West Fraser, Norbord or the Depositary, as applicable, for the purposes of this Plan of Arrangement and the Arrangement Agreement shall be conclusive, final, and binding.

ARTICLE 4

DISSENT RIGHTS

4.1 Dissent Rights

(a) Each registered Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to Norbord Shares held by such Shareholder pursuant to Section 190 of the CBCA, as modified by the Interim Order and this section 4.1(a); provided that notwithstanding subsection 190(5) of the CBCA, the written objection to the Arrangement Resolution must be received by Norbord not later than 4:00 p.m. (Toronto time) two Business Days immediately preceding the date of the Special Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who:

(i) are ultimately entitled to be paid by Norbord fair value for their Dissent Shares shall be deemed to have transferred such Dissent Shares (free and clear of any Liens) to Norbord in accordance with Section 3.1(d); and

(ii) are ultimately not entitled, for any reason, to be paid by Norbord fair value for their Dissent Shares, shall be deemed to have participated in the Arrangement in respect of those Norbord Shares on the same basis as a non-dissenting Shareholder and shall be entitled to receive only the Consideration that such non-dissenting Shareholders are entitled to receive, on the basis set forth in Section 3.1(f).

(b) In no event shall West Fraser or Norbord or any other person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Norbord Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the Effective Time of Section 3.1(d) or 3.1(f) as applicable, and at the Effective Time of Section 3.1(d) or 3.1(f), as applicable, the names of such Dissenting Shareholders shall be deleted from the central securities register of Norbord as at such Effective Time.

(c) For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be entitled to exercise Dissent Rights with respect to Norbord Shares in respect of which a person has voted or has instructed a proxyholder to vote in favour of the Arrangement Resolution.

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ARTICLE 5

EXCHANGE OF CERTIFICATES

5.1 Certificates and Payments

(a) Following receipt of the Final Order and prior to the Effective Time, West Fraser shall deliver or arrange to be delivered to the Depositary the Consideration.

(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) or 3.1(f), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Qualifying Holdco Shareholder or the Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Qualifying Holdco Shareholder or Shareholder, the Holdco Share Consideration or the Consideration, as applicable, which such Shareholder has the right to receive under the Arrangement for such Qualifying Holdco Shares or Norbord Shares, less any amounts withheld pursuant to Section 5.1(g), and any certificate so surrendered shall forthwith be cancelled.

(c) Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Qualifying Holdco Shares or Norbord Shares that were transferred pursuant to Section 3.1(e) and Section 3.1(f), respectively, shall be deemed after the Effective Time of Section 3.1(e) and Section 3.1(f), respectively, to represent only the right to receive upon such surrender the Holdco Share Consideration or the Consideration (as applicable) to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1, less any amounts withheld pursuant to Section 5.1(g). Any such certificate formerly representing Norbord Shares or Qualifying Holdco Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Norbord Shares or Qualifying Holdco Shares of any kind or nature against or in Norbord or West Fraser. On such date, all Consideration or Holdco Share Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to West Fraser or Norbord, as applicable.

(d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Shareholder to receive the Consideration for Norbord Shares or of any Qualifying Holdco Shareholder to receive the Holdco Share Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to West Fraser or Norbord, as applicable.

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(e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Norbord Shares that were transferred pursuant to Section 3.1(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration, give a bond satisfactory to West Fraser and the Depositary (acting reasonably) in such sum as West Fraser may direct, or otherwise indemnify West Fraser and Norbord in a manner satisfactory to West Fraser and Norbord, acting reasonably, against any claim that may be made against West Fraser and Norbord with respect to the certificate alleged to have been lost, stolen or destroyed.

(f) On the Effective Date, Norbord shall deliver, or shall cause to be delivered, to each holder of Incentive Securities, as reflected on the register maintained by or on behalf of Norbord in respect of such Incentive Securities, a cheque representing the cash payment, if any, which such holder of Incentive Securities has the right to receive under this Plan of Arrangement for such Incentive Security, less any amounts withheld pursuant to Section 5.1(h) hereof.

(g) West Fraser, Norbord and the Depositary shall be entitled to deduct and withhold from any amount payable or deliverable to any Person under the Plan of Arrangement and from all dividends or other distributions or other consideration or payments otherwise payable or deliverable to any former securityholders of Norbord, such amounts as West Fraser, Norbord or the Depositary, as applicable, determines are required to be deducted and withheld with respect to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, or to meet any related remittance requirement (collectively, a “Withholding Obligation”). To the extent that amounts are so withheld, deducted and remitted, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made.

(h) Any exchange or transfer of Norbord Shares and Qualifying Holdco Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

ARTICLE 6

AMENDMENTS

6.1 Amendments

(a) West Fraser and Norbord reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification or supplement must be contained in a written document which is filed with the Court and, if made following the Special Meeting, then: (i) approved by the Court, and (ii) if the Court directs,

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approved by the Shareholders and communicated to the Shareholders if and as required by the Court, and in either case in the manner required by the Court.

(b) Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement, if agreed to by Norbord and West Fraser, may be proposed by Norbord and West Fraser at any time prior to or at the Special Meeting, with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Special Meeting shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Special Meeting will be effective only if it is consented to by each of Norbord and West Fraser and, if required by the Court, by some or all of the Shareholders voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made by Norbord and West Fraser without the approval of or communication to the Court or the Shareholders, provided that it concerns a matter which, in the reasonable opinion of Norbord and West Fraser is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Shareholders.

(e) Notwithstanding the foregoing provisions of this Article 6, no amendment, modification or supplement of this Plan of Arrangement may be made prior to the Effective Time except in accordance with the terms of the Arrangement Agreement.

ARTICLE 7

FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement.

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SCHEDULE B

TO THE ARRANGEMENT AGREEMENT

ARRANGEMENT RESOLUTION

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the arrangement (“Arrangement”) under Section 192 of the Canada Business Corporations Act, all as more particularly described and set forth in the plan of arrangement (as may be modified or amended, the “Plan of Arrangement”) attached to the management information circular of Norbord Inc. (“Norbord”) in connection therewith (the “Circular”), and all transactions contemplated thereby, be and are hereby authorized, approved and adopted;

2. the Plan of Arrangement be and is hereby authorized, approved and adopted;

3. the arrangement agreement dated November 18, 2020 between Norbord and West Fraser Timber Co. Ltd. (“West Fraser”), as it may be amended from time to time (the “Arrangement Agreement”), and all transactions contemplated therein, and the actions of the directors of Norbord in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of Norbord in executing and delivering the Arrangement Agreement and causing the performance by Norbord of its obligations thereunder, be and are hereby confirmed, ratified, authorized and approved;

4. notwithstanding that this resolution has been duly passed (and the Arrangement approved and agreed) by the shareholders of Norbord or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Norbord be and are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Norbord (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and to revoke this resolution at any time prior to the Effective Time (as defined in the Arrangement Agreement); and

5. any director or officer of Norbord is hereby authorized, for and on behalf of Norbord, to execute, with or without the corporate seal and, if appropriate, deliver any and all other agreements, applications, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do, or cause to be done, any and all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement, the completion of the Arrangement and related transactions in accordance with the Arrangement Agreement and the matters authorized hereby, including, without limitation, (i) all actions required to be taken by or on behalf of Norbord, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities and (ii) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Norbord, such determination to be conclusively evidenced by the execution and delivery

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of any such document, agreement or instrument, and the taking or doing of any such action.”

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SCHEDULE C

TO THE ARRANGEMENT AGREEMENT

REPRESENTATIONS AND WARRANTIES OF NORBORD

(a) Fairness Opinions and Directors’ Approvals.

(i) RBC has delivered the Norbord Fairness Opinion to the Norbord Board, and a copy of the Norbord Fairness Opinion has been delivered to West Fraser;

(ii) Norbord has been authorized by RBC to permit inclusion of the Norbord Fairness Opinion and references thereto and a summary thereof in the Norbord Circular;

(iii) the Norbord Board has unanimously (i) determined that the Arrangement is in the best interests of Norbord and is fair to the Norbord Shareholders, (ii) resolved to recommend to the Norbord Shareholders that they vote in favour of the Arrangement Resolution and (iii) approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement;

(iv) to the knowledge of Norbord, each director and named executive officer of Norbord has indicated that he or she intends to vote the Norbord Shares that he or she directly or indirectly owns in favour of the Arrangement Resolution in accordance with the Norbord Voting Agreements; and

(v) to the knowledge of Norbord, no “related party” of Norbord (within the meaning of MI 61-101) together with it associated entities will receive any “collateral benefit” (within the meaning of MI 61-101) or be a party to any “connected transaction” (within the meaning of MI 61-101) as a consequence of the transactions contemplated by this Agreement.

(b) Organization and Qualification. Norbord and each of the Norbord Material Subsidiaries is a corporation or other entity duly incorporated, continued or organized, as applicable, validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or organization and has all necessary corporate power and authority to own its property and assets as now owned and to carry on its business as it is now being conducted. Norbord and each of the Norbord Material Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. No action has been taken to amend or supersede such constating documents of Norbord or any of the Norbord Material Subsidiaries.

(c) Authority Relative to this Agreement. Norbord has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Norbord as contemplated by this Agreement, and to perform its obligations hereunder and under such agreements and instruments. The

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execution and delivery of this Agreement by Norbord and the performance by Norbord of its obligations under this Agreement have been duly authorized by the Norbord Board and, except for obtaining Norbord Shareholder Approval, the Interim Order and the Final Order in the manner contemplated herein, and providing the Director under the CBCA with any records, information or other documents required by him in connection with the Arrangement, no other corporate proceedings on its part are necessary to authorize this Agreement or the Arrangement, other than, with respect to the Norbord Circular and other matters relating thereto, the approval of the Norbord Board.

(d) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Norbord, and constitutes a legal, valid and binding obligation of Norbord, enforceable against Norbord in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(e) No Default. None of Norbord or any of the Norbord Material Subsidiaries is in conflict with, or in default under or in violation of:

(i) its articles or by-laws or equivalent constating documents; or

(ii) any material Authorization or Material Contract to which Norbord or any Norbord Material Subsidiary is a party, except for any violation or default which would not, individually or in the aggregate, result in a Material Adverse Effect with respect to Norbord.

(f) No Violation. Except as disclosed in Section 3.1(f) of the Norbord Disclosure Letter, neither the authorization, execution and delivery of this Agreement by Norbord nor the completion of the transactions contemplated by this Agreement or the Arrangement, nor the performance of its obligations hereunder or thereunder, nor compliance by Norbord with any of the provisions hereof or thereof will:

(i) result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of:

(A) the articles, by-laws or other constating documents of Norbord or any Norbord Material Subsidiary;

(B) any material Authorization or Material Contract to which Norbord or any Norbord Material Subsidiary is a party or to which it or any of its properties or assets are bound; or

(C) except required filings under applicable Securities Laws or rules and regulations of the TSX or NYSE or any Key

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Regulatory Approvals, any Laws, regulation, order, judgment or decree applicable to Norbord or any of the Norbord Material Subsidiaries or their respective properties or assets;

except in the case of (B) and (C) above for such breaches, defaults, consents, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not individually or in the aggregate materially adversely affect Norbord’s ability to perform its obligations under this Agreement or result in a Norbord Material Adverse Effect;

(ii) give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitation under any note, bond, mortgage, indenture, Material Contract or material Authorization to which Norbord or any Norbord Material Subsidiary is a party;

(iii) give rise to any right of termination or acceleration of Financial Indebtedness, or cause any Financial Indebtedness owing by Norbord or any of the Norbord Material Subsidiaries to come due before its stated maturity or cause any available credit to cease to be available; or

(iv) result in the imposition of any Lien upon any of the property or assets of Norbord or any Norbord Material Subsidiary (whether owned or leased), or restrict, hinder, impair or limit the ability of Norbord or any Norbord Material Subsidiary to conduct their respective businesses as and where it is now being conducted, except as would not and would not reasonably be expected to be, individually or in the aggregate, material to the business of Norbord or any Norbord Material Subsidiary as presently conducted.

Except as disclosed in Section 3.1(f) of the Norbord Disclosure Letter, no consents, approvals or notices are required to be obtained from, or given to, any third party under any Material Contracts or any material Authorizations of Norbord in order for Norbord to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and the Arrangement pursuant to the Plan of Arrangement.

(g) Governmental Approvals. Except as disclosed in Section 3.1(g) of the Norbord Disclosure Letter, the execution, delivery and performance by Norbord of this Agreement and the consummation by Norbord of the Arrangement requires no Authorization or consent, waiver or approval or any action by or in respect of, or filing with, or notification to, any Governmental Entity other than:

(i) the Interim Order and any approvals required by the Interim Order;

(ii) the Final Order;

(iii) filings with the Director under the CBCA;

(iv) the Key Regulatory Approvals;

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(v) compliance with any applicable Securities Laws and stock exchange rules and regulations;

(vi) any consent waiver or approval or other action by or in respect of, or filings with, or notification to, any Governmental Entity which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect; and

(vii) any Authorization or other action by or in respect of, of filings with, or notification to, any Governmental Entity regarding the Norbord Tenures.

(h) Capitalization.

(i) The authorized share capital of Norbord consists of an unlimited number of Norbord Shares, an unlimited number of Class A preferred shares, an unlimited number of Class B preferred shares and an unlimited number of non-voting participating shares. As of the close of business on November 17, 2020, there were issued and outstanding 80,653,875 Norbord Shares and no Class A preferred shares, Class B preferred shares or non-voting participating shares.

(ii) As of the close of business on November 17, 2020, an aggregate of up to 1,381,504 Norbord Shares are issuable upon the exercise of Norbord Options, Section 3.1(h) of the Norbord Disclosure Letter contains a complete and accurate list of all Norbord Options as of the date hereof, including, with respect to such Norbord Options, a unique identifier for the holder, the date of grant, exercise prices and the number of outstanding Norbord Options in respect of each grant. Norbord has included in the Norbord Data Room a true and complete copy of the Norbord Stock Option Plan governing such Norbord Options and the Legacy Ainsworth Option Plan.

(iii) On the date hereof, there are 96,643 Norbord DSUs and 224,833 Norbord RSUs issued and outstanding. Section 3.1(h) of the Norbord Disclosure Letter contains a complete and accurate list of; (x) all Norbord DSUs issued and outstanding as of the date hereof; and (y) all Norbord RSUs issued and outstanding as of the date hereof, including, with respect to each such Norbord RSU, a unique identifier for the holder, the date of grant and the number of outstanding Norbord RSUs with respect to each grant. No Norbord Shares will be issued upon settlement of any Norbord DSUs or Norbord RSUs. Norbord has included in the Norbord Data Room a true and complete copy of the Norbord DSU Plans governing such Norbord DSUs and the Norbord RSU Plan governing such Norbord RSUs.

(iv) Except for the Norbord Options, Norbord RSUs, Norbord DSUs, the Norbord ESSP, the Norbord DRIP and the Plan of Arrangement, there are no options, warrants, stock appreciation rights, restricted stock units, conversion privileges or other rights, agreements, arrangements or

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commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Norbord of any securities of Norbord (including Norbord Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Norbord (including Norbord Shares) or subsidiaries of Norbord.

(v) Since the close of business on October 3, 2020, no Norbord Shares have been issued other than pursuant to the terms of the Norbord DRIP and the Norbord Options outstanding at that time, and no Norbord Options have been issued.

(vi) All outstanding Norbord Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Norbord Shares issuable upon the exercise of Norbord Options in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of Norbord (including the Norbord Shares and the Norbord Options) have been issued in compliance with all applicable Laws and Securities Laws.

(vii) All stock repurchase plans, automatic share purchase plans, and any policies, agreements, and arrangements of Norbord relating to the repurchase of its securities have been established, maintained, and administered in all material respects with their terms and in material compliance with all applicable laws, including any applicable rules and regulations of the TSX, NYSE, Canadian Securities Laws and the U.S. Exchange Act, and all purchases of Norbord securities pursuant to such plans, policies, agreements and arrangements have been completed in material compliance with all such applicable laws.

(viii) There are no securities of Norbord or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the holders of the outstanding Norbord Shares on any matter. There are no outstanding contractual or other obligations of Norbord or any subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of any of its subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of Norbord or any of its subsidiaries having the right to vote with the holders of the outstanding Norbord Shares on any matters.

(i) Ownership of Subsidiaries. All of the issued and outstanding shares and other ownership interests in the subsidiaries of Norbord are duly authorized, validly issued, fully paid and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by Norbord are legally and beneficially owned free and clear of all Liens (other than Permitted Encumbrances), and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or

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acquire, or securities convertible into or exchangeable for, any such shares or other ownership interests in or material assets or properties of any of the subsidiaries of Norbord. No securities of any of the subsidiaries of Norbord have been issued in violation of any Law, or pre-emptive or similar rights. There are no Contracts, commitments, understandings or restrictions which require any subsidiaries of Norbord to issue, sell or deliver any shares or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares or other ownership interests. Except for ownership of equity interests in its subsidiaries, Norbord, directly or indirectly through any of its subsidiaries or otherwise, does not own any equity interest of any kind in any other Person.

(j) Shareholder and Similar Agreements. Except as set forth in Section 3.1(j) of the Norbord Disclosure Letter and in connection with the Norbord Voting Agreements, neither Norbord nor any of the Norbord Material Subsidiaries is party to any shareholder, pooling, voting trust or other similar agreement or arrangement relating to the issued and outstanding shares in the capital of Norbord or any of the Material Subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Norbord or any of the Material Subsidiaries and Norbord has not adopted a shareholder rights plan or any other similar plan or agreement.

(k) Reporting Status and Securities Laws Matters. Norbord is a “reporting issuer” or the equivalent and not on the list of reporting issuers in default under applicable Canadian provincial and territorial Securities Laws in each of the provinces and territories of Canada. The Norbord Shares are registered under Section 12 of the U.S. Exchange Act and Norbord is in material compliance with its reporting obligations pursuant to Section 13 of the U.S. Exchange Act as a “foreign private issuer”, as defined by Rule 3b-4 of the U.S. Exchange Act. Norbord is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended. Norbord is in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of Norbord, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws. The Norbord Shares are listed on, and Norbord is in compliance, in all material respects, with the rules and policies of, the TSX and NYSE. Norbord is not subject to regulation by any other stock exchange. No delisting, suspension of trading in or cease trading order with respect to any securities of Norbord and to the knowledge of Norbord, no inquiry, audit, review or investigation (formal or informal) of any Securities Authority, the TSX or NYSE is in effect or ongoing or, to the knowledge of Norbord, expected to be implemented or undertaken. There are no outstanding or unresolved comments in any comment letters from the Securities Authorities with respect to any document filed as part of the Norbord Public Disclosure Record.

(l) Public Filings. Norbord has filed all documents required to be filed by it in accordance with applicable Securities Laws with the Securities Authorities, the TSX and/or NYSE. All such documents and information comprising the Norbord Public Disclosure Record, as of their respective dates (or, if amended, as of the date of such amendment), (1) did not contain any untrue statement of a material fact or

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omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (2) complied in all material respects with the requirements of applicable Securities Laws, and any amendments to the Norbord Public Disclosure Record required to be made have been filed on a timely basis with the Securities Authorities, the TSX and/or NYSE. Norbord has not filed any confidential material change report with any Securities Authorities, the TSX and/or NYSE that at the date of this Agreement remains confidential.

(m) Financial Statements. Norbord’s audited financial statements as at and for the fiscal years ended December 31, 2018 and December 31, 2019 (including the notes thereto) and related MD&A and Norbord’s consolidated financial statements as at and for the three and nine months ended October 3, 2020 and related MD&A (collectively, the “Norbord Financial Statements”) were prepared in accordance with IFRS consistent with the prior period (except (a) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Norbord’s independent auditors, or (b) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and applicable Laws and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of Norbord for the dates and periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Norbord on a consolidated basis. There has been no material change in Norbord’s accounting policies, except as described in the Norbord Financial Statements, since December 31, 2019. Other than as disclosed in Section 3.1(m) of the Norbord Disclosure Letter, Norbord has not made any determination to correct or restate, nor, to the knowledge of Norbord is there any basis for any correction or restatement of, any aspect of any of the Norbord Financial Statements. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Norbord or any of its subsidiaries with unconsolidated entities or other Persons that are not reflected in the Norbord Financial Statements.

(n) Disclosure Controls and Procedures. Norbord has designed and maintains disclosure controls and procedures (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators (“NI 52-109”)) to provide reasonable assurance that (i) material information relating to Norbord is made known to the Chief Executive Officer and Chief Financial Officer of Norbord on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; and (ii) information required to be disclosed by Norbord in its annual filings, interim filings or other reports filed or submitted by it under applicable securities Laws are recorded, processed, summarized and reported within the time periods specified in applicable securities Laws.

(o) Internal Controls and Financial Reporting. Norbord has designed and maintains a system of internal controls over financial reporting (as such term is defined in NI 52-109) to provide reasonable assurance regarding the reliability of financial

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reporting and the preparation of financial statements for external purposes in accordance with IFRS. Since December 31, 2019, there has been no change in Norbord’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect, Norbord’s internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. To the knowledge of Norbord, as of the date of this Agreement, (i) there are no material weaknesses in, the internal controls over financial reporting of Norbord that could reasonably be expected to lead management to conclude that such internal controls over financial reporting are not effective, and (ii) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Norbord.

(p) Sarbanes-Oxley Compliance. Each of the principal executive officer and the principal financial officer of Norbord (or each former principal executive officer and each former principal financial officer of Norbord, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the U.S. Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the Norbord Public Documents, and the statements contained in such certifications were true and accurate in all material respects as of the dates made in such Norbord Public Documents. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. Neither Norbord nor any of its subsidiaries has outstanding (nor has arranged or modified since the enactment of the Sarbanes-Oxley Act) any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) to directors or executive officers (as defined in Rule 3b-7 under the U.S. Exchange Act) of Norbord or any of its subsidiaries. Norbord is in material compliance with all applicable provisions of the Sarbanes-Oxley Act and the applicable listing and corporate governance rules of the NYSE.

(q) Reportable Audit Events. Since January 1, 2018, Norbord has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Norbord or its internal accounting controls, including any material complaint, allegation, assertion, or claim that Norbord has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Norbord Board.

(r) Books and Records; Disclosure. The financial books, records and accounts of Norbord:

(i) have been maintained in all material respects in accordance with applicable Laws and IFRS on a basis consistent with prior years;

(ii) accurately and fairly reflect the material transactions, acquisitions and dispositions of the assets of Norbord; and

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(iii) accurately and fairly reflect the basis for the Norbord Financial Statements in all material respects.

(s) Minute Books. The corporate minute books of Norbord are complete and accurate in all material respects, other than in respect of those portions of minutes of meetings reflecting discussions of the Arrangement and the strategic alternatives considered by Norbord.

(t) Financial Indebtedness. As of the date hereof and as of the date of Closing, Norbord is and will be in compliance in all material respects with the terms and conditions of the material Financial Indebtedness of and has not and will not have received any notice of default or breach of, or termination under, any other instruments governing material Financial Indebtedness of Norbord.

(u) No Material Undisclosed Liabilities. Norbord has no material outstanding indebtedness, liability or obligation (including liabilities or obligations to fund any operations or work program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than:

(i) those specifically disclosed in the Norbord Public Disclosure Record filed prior to the date of this Agreement,

(ii) specifically identified in the Norbord Financial Statements,

(iii) which relate to the proposed Arrangement (including any transaction expenses), or

(iv) incurred in the Ordinary Course of conduct of Norbord’s continuing business operations consistent with past practice since the date of the most recent Norbord Financial Statements.

(v) No Material Change. Since December 31, 2019, Norbord has conducted its business in all material respects in the Ordinary Course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the Norbord Public Disclosure Record or Section 3.1(v) of the Norbord Disclosure Letter;

(i) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect;

(ii) except as disclosed in the Norbord Public Disclosure Record and other than in the Ordinary Course of business consistent with past practice, there has not been any acquisition or sale by Norbord of any material property or assets;

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(iii) other than in the Ordinary Course of business consistent with past practice or as disclosed in the Norbord Financial Statements, there has not been any creation, incurrence, assumption or guarantee by Norbord of any Financial Indebtedness, any creation or assumption by Norbord of any Lien or any making by Norbord of any loan, advance or capital contribution to or investment in any other Person;

(iv) except as disclosed in the Norbord Public Disclosure Record, there has been no dividend or distribution of any kind declared, paid or made by Norbord on any Norbord Shares;

(v) Norbord has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Norbord Shares;

(vi) Norbord has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other Norbord Benefit Plan or shareholder rights plan;

(vii) there has not been any material increase in or modification of the compensation payable to or to become payable by Norbord to any of their respective directors or officers or any grant to any such director or officer of any increase in severance or termination pay or any increase or modification of any Employee Plans of Norbord (including the granting of Norbord Options pursuant to the Norbord Stock Option Plan or Norbord RSUs pursuant to the Norbord RSU Plan) made to, for or with any of such directors or officers; and

(viii) Norbord has not removed any auditor or director or terminated any senior officer.

(w) Litigation. Other than as disclosed in Section 3.1(w) of the Norbord Disclosure Letter, there is no claim, action, suit, grievance, complaint, proceeding, arbitration, charge, indictment or investigation that is pending or has been commenced or, to the knowledge of Norbord, is threatened affecting Norbord or affecting any of its property or assets (whether owned or leased) at law or in equity, which, individually or in the aggregate, if determined adversely to Norbord, has or could reasonably be expected to result in liability to Norbord in excess of $1 million. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Norbord, threatened against or relating to Norbord before any Governmental Entity. Except as disclosed in the Norbord Public Disclosure Record or Section 3.1(w) of the Norbord Disclosure Letter, neither Norbord nor any of its respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree material to Norbord and its subsidiaries on a consolidated basis.

(x) Taxes. Other than as disclosed in Section 3.1(x) of the Norbord Disclosure Letter:

(i) Norbord has duly and timely filed all material Tax Returns required by applicable Law to be filed prior to the date hereof with the appropriate

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Governmental Entities and all such Tax Returns are true and correct in all material respects;

(ii) Norbord has duly and timely:

(A) paid all material Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it whether or not assessed by the appropriate Governmental Entity;

(B) withheld all Taxes and other amounts required by Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Laws to be remitted by it; and

(C) collected all amount of all material Taxes required to be collected and has duly and timely remitted the same to the appropriate Governmental Entity’

(iii) the charges, accruals and reserves for Taxes reflected on the Norbord Financial Statements (whether or not due and whether or not shown on any of the Tax Returns but excluding any provision for deferred income taxes) are in accordance with and adequate under IFRS to cover Taxes with respect to Norbord and its subsidiaries for the periods covered thereby, and, since the date of the Norbord Financial Statements, no material liability in respect of Taxes not reflected in such statements has accrued or been incurred other than in the Ordinary Course;

(iv) there are no proceedings, investigations, audits, re-assessments or claims now pending against Norbord in respect of any Taxes and no Governmental Entity has asserted in writing, or to the knowledge of Norbord, has threatened to assert against Norbord any deficiency or claim for Taxes or interest thereon or penalties in connection therewith;

(v) there are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by Norbord, or the payment of any Taxes by Norbord, and Norbord has not requested or offered to enter into any such agreement, arrangement, waiver or objections;

(vi) there are no material Liens for Taxes upon any property or assets of Norbord (whether owned or leased), except Permitted Encumbrances;

(vii) Norbord is not a party to any agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes, and Norbord is not liable under section 160 of the Tax Act for the Taxes of another Person;

(viii) Norbord has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person, including any employees,

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officers, directors and any non-resident Person, the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Entity;

(ix) Norbord has not transferred any property to, or supplied any services to, or acquired any property or services from, a Person with whom it was not dealing at arm’s length (within the meaning of the Tax Act) at the relevant time for consideration other than the consideration equal to the fair market value of the property or services at the time of transfer, supply or acquisition of the property or services;

(x) for the purposes of the Tax Act and any other relevant Tax purposes, Norbord is resident in Canada;

(xi) Norbord is and has been at all relevant times, in respect of any taxation year for which any assessment or reassessment period in respect of Taxes by any Governmental Entity has not yet closed, in compliance with all applicable transfer pricing Laws, including contemporaneous documentation and disclosure requirements thereunder; and

(xii) no written claim has been made by any Governmental Entity in a jurisdiction where Norbord does not file Tax Returns that is or may be subject to Tax by that jurisdiction.

Notwithstanding any provision of this Agreement to the contrary, this Section 3.1(x) shall be the exclusive representation and warranty of Norbord in respect of Tax matters of any kind or conditions, liabilities or losses arising from or relating to such matters.

(y) Norbord Tenures.

Except as disclosed in the Norbord Financial Statements:

(i) to the knowledge of Norbord, each of the Norbord Tenures is now recorded in the records of the appropriate Governmental Entity in the name of Norbord or one of its subsidiaries and no material rentals, stumpage, royalty or scale accounts and other Taxes, assessments or costs arising under the Norbord Tenures are overdue or in dispute with any Governmental Entity;

(ii) Norbord is in compliance in all material respects, commensurate with good forest industry practice prevailing in the forest regions in which Norbord operates as at the date hereof, with all covenants, agreements and obligations including silviculture obligations on its part to be observed or performed under the provisions of each of Norbord Tenures and the licenses, authorizations, permits, plans, contracts and other agreements relating thereto and applicable Laws, other than such non-compliance as collectively would not have a Material Adverse Effect;

(iii) Norbord is not in breach of, nor has received any notice of breach of, the Norbord Tenures, any of the timber cutting rights or Authorizations or

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operating or development plans issued or filed pursuant to any of the Norbord Tenures, other than breaches which collectively would not have a Material Adverse Effect, have been remedied by Norbord or in respect of which the notice has been abandoned by the Person having authority to do so;

(iv) Norbord has all material licences, permits, orders, authorities and other permissions necessary or advisable to provide free access in and out of the Norbord Tenures; and

(v) Norbord has not received written notice from any Governmental Entity with respect to any matter which would have the effect of reducing, impairing, suspending or terminating in a material manner any Norbord Tenures or any rights or privileges attached thereto after the date hereof.

(z) Property.

(i) Norbord or one of its subsidiaries is the registered and/or beneficial owner of its real property (collectively, the “Norbord Owned Real Property”) free and clear of all Liens, except Permitted Encumbrances.

(ii) In respect of the Norbord Owned Real Property:

(A) Norbord has received no notice, and has no knowledge, of any intention of any Governmental Entity to expropriate all or any material part of the Norbord Owned Real Property;

(B) there are no leases in respect of the Norbord Owned Real Property or any part thereof other than Permitted Encumbrances;

(C) no Person has any right of first refusal, option, or other right to acquire the Norbord Owned Real Property or any part thereof other than Permitted Encumbrances;

(D) to the knowledge of Norbord, Norbord is not in default under any of its material obligations arising out of any Permitted Encumbrances beyond any applicable cure periods; and

(E) all necessary material permits and approvals have been obtained from the appropriate Governmental Entity in respect of Norbord’s present use of and operations on the Norbord Owned Real Property.

(iii) Norbord or one of its subsidiaries, as applicable, holds good and valid leasehold interests in each property currently leased or subleased by Norbord or one of its subsidiaries from a third party (collectively, the “Norbord Leased Properties”), free and clear of all Liens other than Permitted Encumbrances or those Liens which taken together would not constitute a Material Adverse Effect. Each of the documents relating to the

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Norbord Leased Properties (the “Norbord Lease Documents”) is valid, binding and in full force and effect as against Norbord and, to the knowledge of Norbord, as against the other party thereto, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). To the knowledge of Norbord, neither Norbord nor any of the other parties to the Norbord Lease Documents, is in breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Norbord Lease Documents which breach, violation or default has not been cured and would, individually or in the aggregate, have a Material Adverse Effect, and Norbord has not received or given any notice of default under any such agreement which remains uncured which would, individually or in the aggregate, have a Material Adverse Effect.

(iv) Norbord has good and valid title to, or a valid and enforceable leasehold interest in, all of its other material assets and property not listed above in paragraph (z). Norbord’s ownership of or leasehold interest in any such property is not subject to any Liens, except for Permitted Encumbrances or Liens disclosed in either the Norbord Financial Statements or the Norbord Public Disclosure Record, or to any agreement to sell or otherwise dispose, back-in rights, earn-in rights, purchase options, rights to first refusal or similar provisions or rights which would affect Norbord’s interest in any of the foregoing material properties and assets.

(aa) Sufficiency of Assets. The assets and property owned, leased or licensed by Norbord and its subsidiaries are sufficient, in all material respects, for conducting the business, as currently conducted, of Norbord.

(bb) Material Contracts. With respect to the Material Contracts of Norbord:

(i) All of the Material Contracts of Norbord are in full force and effect, and Norbord is entitled to all rights and benefits thereunder in accordance with the terms thereof.

(ii) Norbord has performed in all material respects all of its obligations required to be performed by it under each Material Contract to which it is a party to the date of this Agreement.

(iii) Norbord has not waived any rights under a Material Contract and no material default or breach exists in respect thereof on the part of Norbord or, to the knowledge of Norbord, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.

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(iv) All of the Material Contracts of Norbord are valid and binding obligations of Norbord and are enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(v) As at the date hereof, Norbord has not received written notice that any party to a Material Contract of Norbord intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of Norbord, no such action has been threatened.

(cc) Authorizations.

(i) Norbord has obtained all material Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Norbord or otherwise in connection with the material business or operations of Norbord and such Authorizations are in full force and effect.

(ii) Norbord has complied with and are in compliance in all material respects with all such Authorizations.

(iii) There is no action, investigation or proceeding pending or, to the knowledge of Norbord, threatened regarding the termination, revocation or non-renewal of such Authorizations.

(iv) Norbord has not received any written notice of revocation or non-renewal or material amendment of any such Authorizations, or of any intention of any Person to revoke or refuse to renew or materially amend any of such Authorizations, except where such revocation, non-renewal or material amendment of such Authorizations would not, individually or in the aggregate, have a Material Adverse Effect.

(v) Other than as disclosed in Section 3.1(cc)(v) of the Norbord Disclosure Letter, no material Authorizations for Norbord will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or any of the other agreements contemplated hereunder or executed herewith.

(vi) There are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or failure to be in compliance with such Authorizations as are necessary to conduct the business of Norbord as it is currently being conducted.

(vii) No Person other than Norbord owns or has any proprietary, financial or other interest (direct or indirect) in any of such Authorizations.

(dd) Environmental Matters.

Other than as disclosed in Section 3.1(dd) of the Norbord Disclosure Letter:

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(i) Norbord has, in all material respects, carried on its businesses and operations in compliance with all applicable Environmental Laws and all terms and conditions of all Environmental Permits.

(ii) Norbord has not received any order, request, demand or written notice from any Person either alleging a material violation of any Environmental Law or requiring that Norbord carry out any work, incur any costs or assume any liabilities, related to Environmental Laws or to any agreements with any Governmental Entity with respect to or pursuant to Environmental Laws.

(iii) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) Norbord has not Released, and, to the knowledge of Norbord, no other Person has Released, any Hazardous Substances (in each case except in compliance with or which has been remediated in compliance with applicable Environmental Laws) on, at, in, under or from any of the Norbord Owned Real Property or Norbord Leased Properties (including the workplace environment) currently owned, leased or operated by Norbord, and (y), to the knowledge of Norbord, there are no Hazardous Substances or other conditions that could reasonably be expected to result in liability of or adversely affect Norbord under or related to any Environmental Law on, at, in, under or from any of the Norbord Owned Real Property or Norbord Leased Properties (including the workplace environment) currently owned, leased or operated by Norbord.

(iv) Except as would not, individually or in the aggregate, have a Material Adverse Effect, there are no pending claims, notices, complaints, penalties, prosecutions or other judicial or administrative proceedings issued against Norbord or, to the knowledge of Norbord, threatened against Norbord arising out of any Environmental Laws.

(v) Notwithstanding any provisions of this Agreement to the contrary, Section 3.1(dd) shall be the exclusive representation and warranty in respect of, or relating to, Environmental Laws, Environmental Permits, Hazardous Substances or any other environmental or occupational health or safety matters of any kind or conditions, liabilities or losses arising from or relating to such matters.

(ee) Compliance with Laws.

(i) Norbord has complied with and is not in violation of any applicable Laws (other than Environmental Laws), other than acts of non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect.

(ii) Norbord has not received within the last twelve months prior to the date hereof any written notice or other written communication from any Governmental Entity with respect to a violation and/or failure to comply with the applicable Laws, except for such instances where the failure to

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comply would not reasonably be expected to have a Material Adverse Effect.

(ff) Anti-Corruption.

(i) None of Norbord, its subsidiaries nor any of their directors, officers, employees, agents or representatives has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of Norbord or its subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following:

(A) influencing any action or decision of such person in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage in the course of business;

(B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Norbord or any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the course of business; or

(C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist Norbord of any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person,

other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect with respect to Norbord.

(ii) Neither Norbord, nor, to the knowledge of Norbord, any of its directors, executives, representatives, agents or employees has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, or the Corruption of Foreign Public Officials Act (Canada) or any similar Laws of other jurisdictions.

(iii) Since January 1, 2017, Norbord and its subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and representatives in place in respect thereof as are appropriate to prevent and detect violations of laws prohibiting corruption, bribery and money laundering.

(iv) None of Norbord nor its subsidiaries nor any of its directors, officers, employees, agents or representatives has

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(A) conducted or initiated any review, audit or internal investigation that concluded that Norbord or any of its subsidiaries or any of their respective directors, officers, employees, agents or representatives has violated any Laws prohibiting corruption, bribery or money laundering or committed any wrongdoing thereunder, or

(B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing anti- corruption, anti-bribery and money laundering Laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request or citation from any person alleging non-compliance with any such Laws,

other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(v) Norbord and its subsidiaries have maintained systems of internal controls intended to ensure compliance with the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation prohibiting corruption, bribery and money laundering.

(gg) Sanctions.

(i) Neither Norbord nor any of its subsidiaries nor any of their respective directors, officers or employees nor, to the knowledge of Norbord, any agents or persons acting on any of their behalf: (i) is a Restricted Party; or (ii) has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

(ii) None of Norbord or any of its subsidiaries or, to the knowledge of Norbord, any director, officer, employee or agent of Norbord any of its subsidiaries is a Person that is, or is owned or controlled by Persons that are: (i) the subject/target of any Sanctions, or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including Crimea, Cuba, Iran, North Korea, and Syria).

(iii) Norbord, its subsidiaries and their respective directors, officers and employees and, to the knowledge of Norbord, the agents of Norbord and its subsidiaries are in compliance with all applicable Sanctions in all material respects.

(iv) Norbord and its subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with applicable Sanctions.

(v) Norbord represents and covenants that for the past three years, neither Norbord nor any of its subsidiaries has knowingly engaged in, or is now

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knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, in violation of Sanctions.

(hh) Employment & Labour Matters. Except as disclosed in Section 3.1(hh) of the Norbord Disclosure Letter:

(i) Neither Norbord nor any of its subsidiaries is party to any collective bargaining agreement nor subject to any application for certification or, to the knowledge of Norbord, threatened union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, pending or threatened strikes or lockouts at Norbord.

(ii) There are no (and have not in the last three years been any) labour disputes, strikes, organizing activities or work stoppages against Norbord pending, or, to the knowledge of Norbord, threatened. No union has applied to have any of Norbord or its subsidiaries declared a common or related employer under applicable labour legislation.

(iii) The execution, delivery and performance of this Agreement and the consummation of the Arrangement will not:

(A) result in any payment (including any bonus, golden parachute, retirement, severance, unemployment compensation or other benefit) becoming due and payable to any of the employees, officers or directors of Norbord, or result in an employee’s, officer’s or director’s entitlement to such payments upon termination or resignation;

(B) increase the compensation or benefits otherwise payable to any of the employees, officers or directors of Norbord; or

(C) other than as expressly contemplated in this Agreement, result in the acceleration of the time of payment or vesting of entitlements otherwise available under any Employee Plan of Norbord.

(iv) Norbord has been for the last three years and is now in compliance, in all material respects, with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including, wages, hours of work, overtime, pay equity, human rights, employment and labour standards, occupational health and safety and workers’ compensation, immigration and work permits and privacy and there are no current, or, to the knowledge of Norbord, pending or threatened proceedings (including grievances, arbitration, applications or pending applications) before any Governmental Entity or labour arbitrator with respect to any of the foregoing Employee Plans of Norbord (other than routine claim for benefits).

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(v) None of Norbord nor any of its subsidiaries is subject to any current, pending or, to the knowledge of Norbord, threatened claim, application, complaint or proceeding for wrongful dismissal, constructive dismissal or any tort claim relating to employment or termination of employment of employees or independent or dependent contractors, or under any applicable Law with respect to employment and labour, except for routine claims for benefits and except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(vi) None of Norbord nor any of its subsidiaries are, or have been, engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of Norbord, threatened against Norbord or any of its subsidiaries.

(vii) Except as would not, individually or in the aggregate, have a Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any provincial workers’ compensation statute or regulation, and Norbord has not been assessed or reassessed in any material respect under such statute or regulation during the past three (3) years and no audit of Norbord is currently being performed pursuant to any provincial workers’ compensation statute or regulation, and there are no claims or, to the knowledge of Norbord, potential claims which may materially adversely affect Norbord’s accident cost experience in respect of the business.

(viii) Norbord has not amended the terms of any employment agreements since the date of its information circular for its 2020 annual general meeting of shareholders to provide for any change of control provisions or benefits that would be triggered by the completion of the Arrangement or which, when such change of control is followed by a termination of employment (with or without cause or for good reason), would result in the payment of any severance or other termination obligations or accelerate the vesting of any rights under any Norbord Incentive Securities.

Notwithstanding any provisions of this Agreement to the contrary, Section 3.1(hh) shall be the exclusive representation and warranty in respect of, or relating to, employees of Norbord or any other employment, labour or pension matters of any kind or conditions, liabilities or losses arising from or relating to such matters (other than Norbord Employee Plans addressed in Section 3.1(ii) below), employee-related items involving Taxes addressed in Section 3.1(x), and employee-related items constituting Material Contracts addressed in Section 3.1(bb).

(ii) Employee Plans. Other than as disclosed in Section 3.1(ii) of the Norbord Disclosure Letter:

(i) Section 3.1(ii) of the Norbord Disclosure Letter lists all Employee Plans of Norbord (the “Norbord Employee Plans”).

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(ii) Norbord has forwarded to West Fraser or made available to West Fraser in the Norbord Data Room true, correct and complete copies of all the Norbord Employee Plans as amended as of the date hereof, together with all related documentation.

(iii) All Norbord Employee Plans are and have been established, registered, funded, administered, communicated and invested in all material respects (x) in accordance with applicable Laws and (y) in accordance with their terms. To the knowledge of Norbord, no fact or circumstance exists which could adversely affect the registered status of any such Employee Plan.

(iv) All contributions, premiums or taxes required to be made or paid by Norbord under the terms of each Norbord Employee Plan or by applicable Laws have been made in a timely fashion.

(v) All obligations in respect of each Norbord Employee Plan have been properly accrued and reflected in the Norbord Financial Statements.

(vi) Norbord has not approved or announced any change in employee participation, coverage, or benefits provided under, any Norbord Employee Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year.

(vii) There are no unfunded liabilities in respect of any Norbord Employee Plan which provides pension benefits, superannuation benefits or retirement savings, including any “registered pension plans” as that term is defined in the Tax Act, or any supplemental pension plans (including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies, where applicable).

(viii) Other than routine claims for benefits, no Norbord Employee Plan is subject to any pending action, investigation, examination, claim (including claims for income taxes, interest, penalties, fines or excise taxes) or any other proceeding initiated by any Person, and there exists no state of facts which could reasonably be expected to give rise to any such action, investigation, examination, claim or other proceeding.

(ix) Other than as disclosed in Section 3.1(ii) of the Norbord Disclosure Letter and excluding pension plan benefits, none of the Norbord Employee Plans provide for retiree or post-termination life insurance, health or other benefits to retired or terminated employees or to the beneficiaries or dependents of retired or terminated employees, except as required by Law.

(x) Subject to the requirements of Laws, no provision of any Norbord Employee Plan or of any agreement, and no act or omission of Norbord in any way limits, impairs, modifies or otherwise affects the right of Norbord to unilaterally amend or terminate any Norbord Benefit Plan, and no

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commitments to improve or otherwise amend any Norbord Benefit Plan have been made.

(xi) Other than as disclosed in Section 3.1(ii) neither Norbord nor any of its ERISA Affiliates currently contributes to or is obligated to contribute to, or has in the past six plan years contributed or been obligated to contribute to, any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, including a “multiemployer plan,” as defined in Section 3(37) of ERISA. With respect to each such employee pension benefit plan: (a) there does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, or any liability under Section 4971 of the Code; (b) the fair market value of the assets of such plan equals or exceeds the actuarial present value of all accrued benefits under such plan (whether or not vested, each as determined under the assumptions and valuation method of the latest actuarial valuation of such plan); (c) no liability or contingent liability (including liability pursuant to Section 4069 of ERISA) under Title IV of ERISA has been or is reasonably expected to be incurred by Norbord or any ERISA Affiliate and (d) no failure to satisfy the “minimum funding standards” within the meaning of Section 302 of ERISA and Section 412 of the Code (whether or not waived) has occurred.

(jj) First Nations Claims. Neither Norbord nor any of its subsidiaries has received any written First Nations Claim which affects the Norbord or any of its subsidiaries nor to the knowledge of Norbord, has any First Nations Claim been threatened which relates to the Norbord Tenures, any Norbord Owned Real Property or any Norbord Leased Property, any Authorizations, or the operation by Norbord or its subsidiaries of their respective businesses in the area in which such operations are carried on or in which the Norbord Tenures, such Norbord Owned Real Property or Norbord Leased Property is located that would individually or in the aggregate constitute a Material Adverse Effect with respect to Norbord, and neither Norbord nor any of its subsidiaries has any material outstanding agreements, memorandums of understanding or similar arrangement with any First Nations Group and, except as disclosed in Section 3.1(jj) of the Norbord Disclosure Letter, to the knowledge of Norbord, there are no material ongoing or outstanding discussions, negotiations, or similar communications with or by any First Nations Group concerning Norbord or any its subsidiaries or their respective businesses, operations or assets.

(kk) NGOs and Community Groups. Except as listed in Section 3.1(kk) of the Norbord Disclosure Letter, to the knowledge of Norbord:

(i) no authorized legal representative of any community in the vicinity of any of the Norbord Owned Real Properties or Norbord Leased Properties has communicated in writing to Norbord a requirement that (i) the consent of such community be obtained as a condition to continued operation of any such Norbord Owned Real Property or any Norbord Leased Property, or (ii) a material increase in the compensation payments payable by Norbord

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under any community development or social framework or similar agreements as a condition to the continued operation of Norbord Owned Real Property or any Norbord Leased Property, except for such consents or increases in compensation payments as would not, individually or in the aggregate, have a Material Adverse Effect; and

(ii) no dispute exists or is threatened in writing between community groups and Norbord and its subsidiaries with respect to their respective businesses, assets and operations, except for such disputes that would not, individually or in the aggregate, have a Material Adverse Effect.

(ll) Intellectual Property.

(i) Norbord owns all right, title and interest in and to, or is validly licensed (and are not in material breach of such licenses), all Intellectual Property that is material to the conduct of the business, as currently conducted, of Norbord (collectively, the “Norbord Intellectual Property”). Such Norbord Intellectual Property is sufficient, in all material respects, for conducting the business, as currently conducted, of Norbord, and to the knowledge of Norbord, such Norbord Intellectual Property is valid and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or laws relating to or affecting creditors’ rights generally), and does not infringe upon the Intellectual Property rights of any third party, except as would not, individually or in the aggregate, have a Material Adverse Effect.

(mm) Computer Systems.

(i) Computer Systems used by Norbord (the “Norbord Computer Systems”) along with the Computer Systems Carve-Outs used by Norbord meet the data processing and other computing needs of the business and operations of Norbord as presently conducted, subject to ordinary course hardware refreshes and ordinary course maintenance by Norbord and its third party providers of Computer Systems and related services.

(ii) Norbord uses commercial anti-virus and other cybersecurity tools designed to protect the Norbord Computer Systems from viruses, worms, Trojan horses, and unauthorized or illegal back doors, drop dead devices or time bombs (as such terms are commonly understood in the software industry).

(iii) Norbord has in place business continuity and disaster recovery plans, procedures and facilities designed to ensure the continuing availability of the functionality provided by the Norbord Computer Systems in the event of any material malfunction or other form of material unscheduled unavailability affecting the Norbord Computer Systems and has plans and procedures in place designed to safeguard the Norbord Computer Systems and prevent unauthorized access to the Norbord Computer Systems.

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(iv) To the extent that Norbord Computer Systems or the use thereof are provided to Norbord by a provider of software as a service, platform as a service or infrastructure as a service, Norbord has a written agreement with such third party, except where the failure to have a written agreement with such third party would not, individually or in the aggregate, have a Material Adverse Effect.

(v) To Norbord’s knowledge, there has been no material security breach or incident, or other material compromise of the Norbord Computer Systems (which has resulted or would be likely to result in the material unauthorized access or disclosure of any data of any customers, employees, and suppliers maintained, processed or stored by Norbord Computer Systems (including Computer Systems provided by third parties on behalf of Norbord).

(nn) Related Party Transactions. With the exception of this Agreement and any contracts related to the Norbord ESSP, the Incentive Securities, employment agreements included in the Norbord Data Room and any transactions disclosed in the Norbord Public Disclosure Record, there are no Contracts or other material transactions (including any agreements related to Financial Indebtedness) currently in place between Norbord, on the one hand, and: (i) any officer or director of Norbord; (ii) any affiliate or associate of any such, officer or director, or (iii) any holder of more than 5% of the Norbord Shares and any affiliate or associate of such shareholder.

(oo) Brokers. Other than as disclosed in Section 3.1(oo) of the Norbord Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Norbord.

(pp) Insurance. As of the date hereof, Norbord has such policies of insurance as are included in the Norbord Data Room. All insurance polies maintained by Norbord are in full force and effect and in good standing and are in amounts and in respect of such risks as are normal and usual for companies of similar size operating in the wood products industry. Norbord is in compliance in all material respects with all requirements with respect to such insurance policies. Such insurance policies will not be cancelled or otherwise terminated as a result of the completion of the Plan of Arrangement. None of Norbord nor any of its subsidiaries has failed to promptly give any notice or present any material claim under such policies.

(qq) Restrictions on Business Activities. There is no Material Contract to which Norbord is a party or Order binding upon Norbord or any of its subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Norbord or any of its subsidiaries as currently conducted (including following the transaction contemplated by this Agreement) other than Material Contract to which Norbord is a party or Orders to which Norbord is subject which has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect with respect to Norbord.

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(rr) Certain Contracts. Other than as disclosed in Section 3.1(rr) of the Norbord Disclosure Letter, none of Norbord or any of its subsidiaries is a party to or bound by any non-competition agreement, area of mutual interest agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to:

(i) limit the manner or the localities in which all or any material portion of the business of Norbord or any of its subsidiaries is conducted;

(ii) limit any business practice of Norbord or any of its subsidiaries in any material respect; or

(iii) restrict any acquisition or disposition of any property by Norbord or any of its subsidiaries in any material respect.

(ss) Confidentiality Agreement. Except as disclosed in the Norbord Disclosure Letter, neither Norbord nor any of its subsidiaries have waived or released any Person from any standstill, confidentiality or use or other similar provisions of any confidentiality or similar agreements entered into by Norbord or any of its subsidiaries and neither the entering into of this Agreement or the completion of the transactions contemplated hereby will release or spring (or be deemed to release or spring) any Person from any standstill, confidentiality or use or other similar provisions of any confidentiality or similar agreements.

(tt) Ownership of West Fraser Shares. As of the date hereof neither Norbord nor any of its subsidiaries, whether alone or together with any person under common control with Norbord or any of its subsidiaries or a person acting jointly or in concert with any of them, directly or indirectly, beneficially own or exercise control or direction over any securities of West Fraser nor do they have any options, rights or entitlements to acquire any securities of West Fraser.

(uu) Compliance with Competition Laws.

(i) Neither Norbord, nor, to the knowledge of Norbord, any of its directors, executives, representatives, agents or employees has violated or is violating any provision of any Competition Law.

(ii) Neither Norbord nor any of its subsidiaries is subject to any order, agreement or other constraint imposed by any court, tribunal or Government Entity that requires Norbord or any of its subsidiaries to take action to comply with any Competition Law in any jurisdiction, to dispose of any of its business, assets, properties or product lines in connection with its operations in such jurisdiction, or to otherwise limit its freedom to operate in such jurisdiction.

(iii) None of Norbord nor its subsidiaries nor any of its directors, officers, employees, agents or representatives has

(A) conducted or initiated any review, audit or internal investigation that concluded that Norbord or any of its subsidiaries or any of their respective directors, officers,

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employees, agents or representatives has violated any Competition Law, or

(B) made a voluntary, directed or involuntary disclosure to any Governmental Entity with respect to any alleged act or omission arising under or relating to non-compliance with any Competition Laws, or received any notice, request or citation from any person alleging non-compliance with any Competition Laws,

other than such actions which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(vv) Investment Canada Act. Norbord is not a non-Canadian for purposes of the Investment Canada Act.

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SCHEDULE D

TO THE ARRANGEMENT AGREEMENT

REPRESENTATIONS AND WARRANTIES OF WEST FRASER

(a) Fairness Opinions and Directors’ Approvals.

(i) The West Fraser Financial Advisors have delivered the West Fraser Fairness Opinions to the West Fraser Board, and a copy of each West Fraser Fairness Opinion has been delivered to Norbord;

(ii) West Fraser has been authorized by the West Fraser Financial Advisors to permit inclusion of the West Fraser Fairness Opinions and references thereto and summaries thereof in the West Fraser Circular; and

(iii) the West Fraser Board has unanimously (i) determined that the Transaction is in the best interests of West Fraser and is fair to the West Fraser Shareholders, (ii) resolved to recommend to the West Fraser Shareholders that they vote in favour of the West Fraser Resolution, and (iii) approved the execution and performance of this Agreement and the completion of the Transaction pursuant to this Agreement; and

(iv) to the knowledge of West Fraser, each director and named executive officer of West Fraser has indicated that he or she intends to vote the West Fraser Shares that he or she directly or indirectly owns in favour of the West Fraser Resolution in accordance with the West Fraser Voting Agreements.

(b) Organization and Qualification. West Fraser and each of the West Fraser Material Subsidiaries is a corporation or other entity duly incorporated, continued or organized, as applicable and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or organization and has all necessary corporate power and authority to own its property and assets as now owned and to carry on its business as it is now being conducted. West Fraser and each of the West Fraser Material Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. No action has been taken to amend or supersede such constating documents of West Fraser or any of the West Fraser Material Subsidiaries.

(c) Authority Relative to this Agreement. West Fraser has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by West Fraser as contemplated by this Agreement, and to perform its obligations hereunder and under such agreements and instruments. The execution and delivery of this Agreement by West Fraser and the performance by West Fraser of its obligations under this Agreement have been duly authorized by the West Fraser Board and, except for obtaining West Fraser Shareholder Approval in the manner contemplated herein, no other corporate

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proceedings on its part are necessary to authorize this Agreement or the Arrangement, other than, with respect to the West Fraser Circular and other matters relating thereto, the approval of the West Fraser Board.

(d) Execution and Binding Obligation. This Agreement has been duly executed and delivered by West Fraser, and constitutes a legal, valid and binding obligation of West Fraser, enforceable against West Fraser in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(e) No Default. None of West Fraser or any of the West Fraser Material Subsidiaries is in conflict with, or in default under or in violation of:

(i) its articles or by-laws or equivalent constating documents; or

(ii) any Authorization or Material Contract to which West Fraser or any West Fraser Material Subsidiary is a party, except for any violation or default which would not, individually or in the aggregate, result in a Material Adverse Effect with respect to West Fraser.

(f) No Violation. Except as disclosed in Section 4.1(f) of the West Fraser Disclosure Letter, neither the authorization, execution and delivery of this Agreement by West Fraser nor the completion of the transactions contemplated by this Agreement or the Arrangement, nor the performance of its obligations hereunder or thereunder, nor compliance by West Fraser with any of the provisions hereof or thereof will:

(i) result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of:

(A) the articles, by-laws or other constating documents of West Fraser or any West Fraser Material Subsidiary;

(B) any material Authorization or Material Contract to which West Fraser or any West Fraser Material Subsidiary is a party or to which it or any of its properties or assets are bound; or

(C) except required filings under applicable Securities Laws or rules and regulations of the TSX or any Key Regulatory Approvals, any Laws, regulation, order, judgment or decree applicable to West Fraser or any of the West Fraser Material Subsidiaries or their respective properties or assets;

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except in the case of (B) and (C) above for such breaches, defaults, consents, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not individually or in the aggregate materially adversely affect West Fraser’s ability to perform its obligations under this Agreement or result in a West Fraser Material Adverse Effect;

(ii) give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitation under any note, bond, mortgage, indenture, Material Contract or material Authorization to which West Fraser or any West Fraser Material Subsidiary is a party;

(iii) give rise to any right of termination or acceleration of Financial Indebtedness, or cause any Financial Indebtedness owing by West Fraser or any of the West Fraser Material Subsidiaries to come due before its stated maturity or cause any available credit to cease to be available; or

(iv) result in the imposition of any Lien upon any of the property or assets of West Fraser or any West Fraser Material Subsidiary (whether owned or leased), or restrict, hinder, impair or limit the ability of West Fraser or any West Fraser Material Subsidiary to conduct their respective businesses as and where it is now being conducted, except as would not and would not reasonably be expected to be, individually or in the aggregate, material to the business of West Fraser or any West Fraser Material Subsidiary as presently conducted.

Except as disclosed in Section 4.1(f) of the West Fraser Disclosure Letter, no consents, approvals or notices are required to be obtained from, or given to, any third party under any Material Contracts or any material Authorizations of West Fraser in order for West Fraser to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and the Arrangement pursuant to the Plan of Arrangement.

(g) Governmental Approvals. Except as disclosed in Section 4.1(g) of the West Fraser Disclosure Letter, the execution, delivery and performance by West Fraser of this Agreement and the consummation by West Fraser of the Arrangement requires no Authorization or consent, waiver or approval or any action by or in respect of, or filing with, or notification to, any Governmental Entity other than:

(i) the Key Regulatory Approvals;

(ii) compliance with any applicable Securities Laws and stock exchange rules and regulations;

(iii) any consent waiver or approval or other action by or in respect of, or filings with, or notification to, any Governmental Entity which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect; and

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(iv) any Authorization or other action by or in respect of, of filings with, or notification to, any Governmental Entity regarding the West Fraser Tenures.

(h) Capitalization.

(i) The authorized share capital of West Fraser consists of 430,000,000 shares divided into 400,000,000 West Fraser Shares, 20,000,000 West Fraser Class B Shares and 10,000,000 preferred shares. As of the close of business on November 18, 2020, there were issued and outstanding 66,396,434 West Fraser Shares and 2,281,478 West Fraser Class B Shares for a total of 68,677,912 West Fraser Shares and Class B Shares. No preferred shares have been issued or are outstanding.

(ii) As of the close of business on November 18, 2020, an aggregate of up to 1,332,632 West Fraser Shares are issuable upon the exercise of West Fraser Options. West Fraser has included in the West Fraser Data Room a true and complete copy of the West Fraser Stock Option Plan governing such West Fraser Options.

(iii) On the date hereof, there are 85,161 West Fraser DS Units, 33,498 West Fraser RS Units and 118,403 West Fraser PS Units issued and outstanding. No West Fraser Shares will be issued upon settlement of any West Fraser RS Units or West Fraser PS Units. West Fraser has included in the West Fraser Data Room a true and complete copy of each of the West Fraser DSU Plan and the West Fraser PSU Plan.

(iv) Except for the West Fraser Class B Shares, the West Fraser Options, West Fraser RS Units, and the Plan of Arrangement, there are no options, warrants, stock appreciation rights, restricted stock units, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by West Fraser of any securities of West Fraser (including West Fraser Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of West Fraser (including West Fraser Shares) or subsidiaries of West Fraser.

(v) Since the close of business on September 30, 2020, no West Fraser Shares have been issued other than pursuant to the exercise of West Fraser Options outstanding at that time, and no West Fraser Options have been issued.

(vi) All outstanding West Fraser Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all West Fraser Shares issuable upon the exercise of West Fraser Options in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of West Fraser (including the West Fraser Shares and the West Fraser Options)

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have been issued in compliance with all applicable Laws and Securities Laws.

(vii) All stock repurchase plans, automatic share purchase plans, and any policies, agreements, and arrangements of West Fraser relating to the repurchase of its securities have been established, maintained, and administered in all material respects with their terms and in material compliance with all applicable laws, including any applicable rules and regulations of the TSX and Canadian Securities Laws, and all purchases of West Fraser securities pursuant to such plans, policies, agreements and arrangements have been completed in material compliance with such applicable laws.

(viii) There are no securities of West Fraser or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the holders of the outstanding West Fraser Shares and West Fraser Class B Shares on any matter. There are no outstanding contractual or other obligations of West Fraser or any subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of any of its subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of West Fraser or any of its subsidiaries having the right to vote with the holders of the outstanding West Fraser Shares on any matters.

(i) Ownership of Subsidiaries. All of the issued and outstanding shares and other ownership interests in the subsidiaries of West Fraser are duly authorized, validly issued, fully paid and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by West Fraser are legally and beneficially owned free and clear of all Liens (other than Permitted Encumbrances), and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares or other ownership interests in or material assets or properties of any of the subsidiaries of West Fraser. No securities of any of the subsidiaries of West Fraser have been issued in violation of any Law, or pre-emptive or similar rights. There are no Contracts, commitments, understandings or restrictions which require any subsidiaries of West Fraser to issue, sell or deliver any shares or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares or other ownership interests. Except for ownership of equity interests in its subsidiaries, West Fraser, directly or indirectly through any of its subsidiaries or otherwise, does not own any equity interest of any kind in any other Person.

(j) Shareholder and Similar Agreements. Except as set forth in Section 4.1(j) of the West Fraser Disclosure Letter and in connection with the West Fraser Voting Agreements, neither West Fraser nor any of the West Fraser Material Subsidiaries is party to any shareholder, pooling, voting trust or other similar agreement or arrangement relating to the issued and outstanding shares in the capital of West

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Fraser or any of the Material Subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in West Fraser or any of the Material Subsidiaries and except for the shareholder rights plan dated April 9, 2020, West Fraser has not adopted a shareholder rights plan or any other similar plan or agreement.

(k) Reporting Status and Securities Laws Matters. West Fraser is a “reporting issuer” or the equivalent and not on the list of reporting issuers in default under applicable Canadian provincial and territorial Securities Laws in each of the provinces and territories of Canada. The West Fraser Shares are not registered under Section 12 of the U.S. Exchange Act and West Fraser is as a “foreign private issuer”, as defined by Rule 3b-4 of the U.S. Exchange Act. West Fraser is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended. West Fraser is in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of West Fraser, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws. The West Fraser Shares are listed on, and West Fraser is in compliance, in all material respects, with the rules and policies of the TSX. West Fraser is not subject to regulation by any other stock exchange. No delisting, suspension of trading in or cease trading order with respect to any securities of West Fraser and to the knowledge of West Fraser, no inquiry, audit, review or investigation (formal or informal) of any Securities Authority or the TSX is in effect or ongoing or, to the knowledge of West Fraser, expected to be implemented or undertaken. There are no outstanding or unresolved comments in any comment letters from the Securities Authorities with respect to any document filed as part of the West Fraser Public Disclosure Record.

(l) Public Filings. West Fraser has filed all documents required to be filed by it in accordance with applicable Securities Laws with the Securities Authorities and the TSX. All such documents and information comprising the West Fraser Public Disclosure Record, as of their respective dates (or, if amended, as of the date of such amendment), (1) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (2) complied in all material respects with the requirements of applicable Securities Laws, and any amendments to the West Fraser Public Disclosure Record required to be made have been filed on a timely basis with the Securities Authorities and/or the TSX. West Fraser has not filed any confidential material change report with any Securities Authorities and/or the TSX that at the date of this Agreement remains confidential.

(m) Financial Statements. West Fraser’s audited financial statements as at and for the fiscal years ended December 31, 2018 and December 31, 2019 (including the notes thereto) and related MD&A and West Fraser’s consolidated financial statements as at and for the three and nine months ended September 30, 2020 and related MD&A (collectively, the “West Fraser Financial Statements”) were prepared in accordance with IFRS consistent with the prior period (except (a) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited

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statements, in the related report of West Fraser’s independent auditors, or (b) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and applicable Laws and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of West Fraser for the dates and periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of West Fraser on a consolidated basis. There has been no material change in West Fraser’s accounting policies, except as described in the West Fraser Financial Statements, since December 31, 2019. West Fraser has not made any determination to correct or restate, nor, to the knowledge of West Fraser is there any basis for any correction or restatement of, any aspect of any of the West Fraser Financial Statements. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of West Fraser or any of its subsidiaries with unconsolidated entities or other Persons that are not reflected in the West Fraser Financial Statements.

(n) Disclosure Controls and Procedures. West Fraser has designed and maintains disclosure controls and procedures (as such term is defined in NI 52-109) to provide reasonable assurance that (i) material information relating to West Fraser is made known to the Chief Executive Officer and Chief Financial Officer of West Fraser on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; and (ii) information required to be disclosed by West Fraser in its annual filings, interim filings or other reports filed or submitted by it under applicable securities Laws are recorded, processed, summarized and reported within the time periods specified in applicable securities Laws.

(o) Internal Controls and Financial Reporting. West Fraser has designed and maintains a system of internal controls over financial reporting (as such term is defined in NI 52-109) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Since December 31, 2019, there has been no change in West Fraser’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect, West Fraser’s internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. To the knowledge of West Fraser, as of the date of this Agreement, (i) there are no material weaknesses in, the internal controls over financial reporting of West Fraser that could reasonably be expected to lead management to conclude that such internal controls over financial reporting are not effective, and (ii) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of West Fraser.

(p) Reportable Audit Events. Since January 1, 2018, West Fraser has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of West Fraser or its internal

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accounting controls, including any material complaint, allegation, assertion, or claim that West Fraser has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the West Fraser Board.

(q) Books and Records; Disclosure. The financial books, records and accounts of West Fraser: (i) have been maintained in all material respects in accordance with applicable Laws and IFRS on a basis consistent with prior years; (ii) accurately and fairly reflect the material transactions, acquisitions and dispositions of the assets of West Fraser; and (iii) accurately and fairly reflect the basis for the West Fraser Financial Statements in all material respects.

(r) Minute Books. The corporate minute books of West Fraser are complete and accurate in all material respects, other than in respect of those portions of minutes of meetings reflecting discussions of the Arrangement and the strategic alternatives considered by West Fraser.

(s) Financial Indebtedness. As of the date hereof and as of the date of Closing, West Fraser is and will be in compliance in all material respects with the terms and conditions of the material Financial Indebtedness of West Fraser and has not and will not have received any notice of default or breach of, or termination under, any other instruments governing material Financial Indebtedness of West Fraser.

(t) No Material Undisclosed Liabilities. West Fraser has no material outstanding indebtedness, liability or obligation (including liabilities or obligations to fund any operations or work program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than:

(i) those specifically disclosed in the West Fraser Public Disclosure Record filed prior to the date of this Agreement,

(ii) specifically identified in the West Fraser Financial Statements,

(iii) which relate to the proposed Arrangement (including any transaction expenses), or

(iv) incurred in the Ordinary Course of conduct of West Fraser’s continuing business operations consistent with past practice since the date of the most recent West Fraser Financial Statements.

(u) No Material Change. Since December 31, 2019: West Fraser has conducted its business in all material respects in the Ordinary Course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the West Fraser Public Disclosure Record or Section 4.1(u) of the West Fraser Disclosure Letter;

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(i) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect;

(ii) except as disclosed in the West Fraser Public Disclosure Record and other than in the Ordinary Course of business consistent with past practice, there has not been any acquisition or sale by West Fraser of any material property or assets;

(iii) other than in the Ordinary Course of business consistent with past practice or as disclosed in the West Fraser Financial Statements, there has not been any creation, incurrence, assumption or guarantee by West Fraser of any Financial Indebtedness, any creation or assumption by West Fraser of any Lien or any making by West Fraser of any loan, advance or capital contribution to or investment in any other Person;

(iv) except as disclosed in the West Fraser Public Disclosure Record, there has been no dividend or distribution of any kind declared, paid or made by West Fraser on any West Fraser Shares;

(v) West Fraser has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding West Fraser Shares;

(vi) West Fraser has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other West Fraser Benefit Plan or shareholder rights plan;

(vii) there has not been any material increase in or modification of the compensation payable to or to become payable by West Fraser to any of their respective directors or officers or any grant to any such director or officer of any increase in severance or termination pay or any increase or modification of any Employee Plans of West Fraser (including the granting of West Fraser Options pursuant to the West Fraser Stock Option Plan or West Fraser RS Units pursuant to the West Fraser RS Unit Plan) made to, for or with any of such directors or officers; and

(viii) West Fraser has not removed any auditor or director or terminated any senior officer.

(v) Litigation. Other than as disclosed in Section 4.1(v) of the West Fraser Disclosure Letter, there is no claim, action, suit, grievance, complaint, proceeding, arbitration, charge, indictment or investigation that is pending or has been commenced or, to the knowledge of West Fraser, is threatened affecting West Fraser or affecting any of its property or assets (whether owned or leased) at law or in equity, which, individually or in the aggregate, if determined adversely to West Fraser, has or could reasonably be expected to result in liability to West Fraser in excess of $1 million. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of West Fraser, threatened

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against or relating to West Fraser before any Governmental Entity. Except as disclosed in the West Fraser Public Disclosure Record or Section 4.1(v) of the West Fraser Disclosure Letter, neither West Fraser nor any of its respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree material to West Fraser and its subsidiaries on a consolidated basis.

(w) Taxes. Other than as disclosed in Section 4.1(w) of the West Fraser Disclosure Letter:

(i) West Fraser has duly and timely filed all material Tax Returns required by applicable Law to be filed prior to the date hereof with the appropriate Governmental Entities and all such Tax Returns are true and correct in all material respects;

(ii) West Fraser has duly and timely:

(A) paid all material Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it whether or not assessed by the appropriate Governmental Entity;

(B) withheld all Taxes and other amounts required by Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Laws to be remitted by it; and

(C) collected all amount of all material Taxes required to be collected and has duly and timely remitted the same to the appropriate Governmental Entity’

(iii) the charges, accruals and reserves for Taxes reflected on the West Fraser Financial Statements (whether or not due and whether or not shown on any of the Tax Returns but excluding any provision for deferred income taxes) are in accordance with and adequate under IFRS to cover Taxes with respect to West Fraser and its subsidiaries for the periods covered thereby, and, since the date of the West Fraser Financial Statements, no material liability in respect of Taxes not reflected in such statements has accrued or been incurred other than in the Ordinary Course;

(iv) there are no proceedings, investigations, audits, re-assessments or claims now pending against West Fraser in respect of any Taxes and no Governmental Entity has asserted in writing, or to the knowledge of West Fraser, has threatened to assert against West Fraser any deficiency or claim for Taxes or interest thereon or penalties in connection therewith;

(v) there are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by West Fraser, or the payment of any Taxes by West Fraser, and

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West Fraser has not requested or offered to enter into any such agreement, arrangement, waiver or objections;

(vi) there are no material Liens for Taxes upon any property or assets of West Fraser (whether owned or leased), except Permitted Encumbrances;

(vii) West Fraser is not a party to any agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes, and West Fraser is not liable under section 160 of the Tax Act for the Taxes of another Person;

(viii) West Fraser has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person, including any employees, officers, directors and any non-resident Person, the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Entity;

(ix) West Fraser has not transferred any property to, or supplied any services to, or acquired any property or services from, a Person with whom it was not dealing at arm’s length (within the meaning of the Tax Act) at the relevant time for consideration other than the consideration equal to the fair market value of the property or services at the time of transfer, supply or acquisition of the property or services;

(x) for the purposes of the Tax Act and any other relevant Tax purposes, West Fraser is resident in Canada;

(xi) West Fraser is and has been at all relevant times, in respect of any taxation year for which any assessment or reassessment period in respect of Taxes by any Governmental Entity has not yet closed, in compliance with all applicable transfer pricing Laws, including contemporaneous documentation and disclosure requirements thereunder; and

(xii) no written claim has been made by any Governmental Entity in a jurisdiction where West Fraser does not file Tax Returns that it is or may be subject to Tax by that jurisdiction.

Notwithstanding any provision of this Agreement to the contrary, this Section 4.1(w) shall be the exclusive representation and warranty of West Fraser in respect of Tax matters of any kind or conditions, liabilities or losses arising from or relating to such matters.

(x) West Fraser Tenures.

Except as disclosed in the West Fraser Financial Statements:

(i) to the knowledge of West Fraser, each of the West Fraser Tenures is now recorded in the records of the appropriate Governmental Entity in the name of West Fraser or one of its subsidiaries and no material rentals, stumpage, royalty or scale accounts and other Taxes, assessments or costs arising

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under the West Fraser Tenures are overdue or in dispute with any Governmental Entity;

(ii) West Fraser is in compliance in all material respects, commensurate with good forest industry practice prevailing in the forest regions in which West Fraser operates as at the date hereof, with all covenants, agreements and obligations including silviculture obligations on its part to be observed or performed under the provisions of each of West Fraser Tenures and the licenses, authorizations, permits, plans, contracts and other agreements relating thereto and applicable Laws, other than such non-compliance as collectively would not have a Material Adverse Effect;

(iii) West Fraser is not in breach of, nor has received any notice of breach of, the West Fraser Tenures, any of the timber cutting rights or Authorizations or operating or development plans issued or filed pursuant to any of the West Fraser Tenures, other than breaches which collectively would not have a Material Adverse Effect, have been remedied by West Fraser or in respect of which the notice has been abandoned by the Person having authority to do so;

(iv) West Fraser has all material licences, permits, orders, authorities and other permissions necessary or advisable to provide free access in and out of the West Fraser Tenures; and

(v) West Fraser has not received written notice from any Governmental Entity with respect to any matter which would have the effect of reducing, impairing, suspending or terminating in a material manner any West Fraser Tenures or any rights or privileges attached thereto after the date hereof.

(y) Property.

(i) West Fraser or one of its subsidiaries is the registered and/or beneficial owner of its real property (collectively, the “West Fraser Owned Real Property”) free and clear of all Liens, except Permitted Encumbrances.

(ii) In respect of the West Fraser Owned Real Property:

(A) West Fraser has received no notice, and has no knowledge, of any intention of any Governmental Entity to expropriate all or any material part of the West Fraser Owned Real Property;

(B) there are no leases in respect of the West Fraser Owned Real Property or any part thereof other than Permitted Encumbrances;

(C) no Person has any right of first refusal, option, or other right to acquire the West Fraser Owned Real Property or any part thereof other than Permitted Encumbrances;

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(D) to the knowledge of West Fraser, West Fraser is not in default under any of its material obligations arising out of any Permitted Encumbrances beyond any applicable cure periods; and

(E) all necessary material permits and approvals have been obtained from the appropriate Governmental Entity in respect of West Fraser’s present use of and operations on the West Fraser Owned Real Property.

(iii) West Fraser or one of its subsidiaries, as applicable, holds good and valid leasehold interests in each property currently leased or subleased by West Fraser or one of its subsidiaries from a third party (collectively, the “West Fraser Leased Properties”), free and clear of all Liens other than Permitted Encumbrances or those Liens which taken together would not constitute a Material Adverse Effect. Each of the documents relating to West Fraser Leased Properties (the “West Fraser Lease Documents”) is valid, binding and in full force and effect as against West Fraser and, to the knowledge of West Fraser, as against the other party thereto, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). To the knowledge of West Fraser, neither West Fraser nor any of the other parties to the West Fraser Lease Documents, is in breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the West Fraser Lease Documents which breach, violation or default has not been cured and would, individually or in the aggregate, have a Material Adverse Effect, and West Fraser has not received or given any notice of default under any such agreement which remains uncured which would, individually or in the aggregate, have a Material Adverse Effect.

(iv) West Fraser has good and valid title to, or a valid and enforceable leasehold interest in, all of its other material assets and property not listed above in paragraph (y). West Fraser’s ownership of or leasehold interest in any such property is not subject to any Liens, except for Permitted Encumbrances or Liens disclosed in either the West Fraser Financial Statements or the West Fraser Public Disclosure Record, or to any agreement to sell or otherwise dispose, back-in rights, earn-in rights, purchase options, rights to first refusal or similar provisions or rights which would affect West Fraser’s interest in any of the foregoing material properties and assets.

(z) Sufficiency of Assets. The assets and property owned, leased or licensed by West Fraser and its subsidiaries are sufficient, in all material respects, for conducting the business, as currently conducted, of West Fraser.

(aa) Material Contracts. With respect to the Material Contracts of West Fraser:

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(i) All of the Material Contracts of West Fraser are in full force and effect, and West Fraser is entitled to all rights and benefits thereunder in accordance with the terms thereof.

(ii) West Fraser has performed in all material respects all of its obligations required to be performed by it under each Material Contract to which it is a party to the date of this Agreement.

(iii) West Fraser has not waived any rights under a Material Contract and no material default or breach exists in respect thereof on the part of West Fraser or, to the knowledge of West Fraser, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.

(iv) All of the Material Contracts of West Fraser are valid and binding obligations of West Fraser and are enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(v) As at the date hereof, West Fraser has not received written notice that any party to a Material Contract of West Fraser intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of West Fraser, no such action has been threatened.

(bb) Authorizations.

(i) West Fraser has obtained all material Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of West Fraser or otherwise in connection with the material business or operations of West Fraser and such Authorizations are in full force and effect.

(ii) West Fraser has complied with and are in compliance in all material respects with all such Authorizations.

(iii) There is no action, investigation or proceeding pending or, to the knowledge of West Fraser, threatened regarding the termination, revocation or non-renewal of such Authorizations.

(iv) West Fraser has not received any written notice of revocation or non-renewal or material amendment of any such Authorizations, or of any intention of any Person to revoke or refuse to renew or materially amend any of such Authorizations, except where such revocation, non-renewal or material amendment of such Authorizations would not, individually or in the aggregate, have a Material Adverse Effect.

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(v) Other than as disclosed in Section 4.1(bb)(v) of the West Fraser Disclosure Letter, no material Authorizations for West Fraser will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or any of the other agreements contemplated hereunder or executed herewith.

(vi) There are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or failure to be in compliance with such Authorizations as are necessary to conduct the business of West Fraser as it is currently being conducted.

(vii) No Person other than West Fraser owns or has any proprietary, financial or other interest (direct or indirect) in any of such Authorizations.

(cc) Environmental Matters.

Other than as disclosed in Section 4.1(cc) of the West Fraser Disclosure Letter:

(i) West Fraser has, in all material respects, carried on its businesses and operations in compliance with all applicable Environmental Laws and all terms and conditions of all Environmental Permits.

(ii) West Fraser has not received any order, request, demand or written notice from any Person either alleging a material violation of any Environmental Law or requiring that West Fraser carry out any work, incur any costs or assume any liabilities, related to Environmental Laws or to any agreements with any Governmental Entity with respect to or pursuant to Environmental Laws.

(iii) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) West Fraser has not Released, and, to the knowledge of West Fraser, no other Person has Released, any Hazardous Substances (in each case except in compliance with or which has been remediated in compliance with applicable Environmental Laws) on, at, in, under or from any of the West Fraser Owned Real Property or West Fraser Leased Properties (including the workplace environment) currently owned, leased or operated by West Fraser, and (y), to the knowledge of West Fraser, there are no Hazardous Substances or other conditions that could reasonably be expected to result in liability of or adversely affect West Fraser under or related to any Environmental Law on, at, in, under or from any of the West Fraser Owned Real Property or West Fraser Leased Properties (including the workplace environment) currently owned, leased or operated by West Fraser.

(iv) Except as would not, individually or in the aggregate, have a Material Adverse Effect, there are no pending claims, notices, complaints, penalties, prosecutions or other judicial or administrative proceedings issued against West Fraser or, to the knowledge of West Fraser, threatened against West Fraser arising out of any Environmental Laws.

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(v) Notwithstanding any provisions of this Agreement to the contrary, Section 4.1(cc) shall be the exclusive representation and warranty in respect of, or relating to, Environmental Laws, Environmental Permits, Hazardous Substances or any other environmental or occupational health or safety matters of any kind or conditions, liabilities or losses arising from or relating to such matters.

(dd) Compliance with Laws.

(i) West Fraser has complied with and is not in violation of any applicable Laws (other than Environmental Laws), other than acts of non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect.

(ii) West Fraser has not received within the last twelve months prior to the date hereof any written notice or other written communication from any Governmental Entity with respect to a violation and/or failure to comply with the applicable Laws, except for such instances where the failure to comply would not reasonably be expected to have a Material Adverse Effect.

(ee) Anti-Corruption.

(i) None of West Fraser, its subsidiaries nor any of their directors, officers, employees, agents or representatives has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of West Fraser or its subsidiaries, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following:

(A) influencing any action or decision of such person in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage in the course of business;

(B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist West Fraser or any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the course of business; or

(C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist West Fraser of any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person,

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other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect with respect to West Fraser.

(ii) Neither West Fraser, nor, to the knowledge of West Fraser, any of its directors, executives, representatives, agents or employees has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, or the Corruption of Foreign Public Officials Act (Canada) or any similar Laws of other jurisdictions.

(iii) Since January 1, 2017, West Fraser and its subsidiaries have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and representatives in place in respect thereof as are appropriate to prevent and detect violations of laws prohibiting corruption, bribery and money laundering.

(iv) None of West Fraser nor its subsidiaries nor any of its directors, officers, employees, agents or representatives has

(A) conducted or initiated any review, audit or internal investigation that concluded that West Fraser or any of its subsidiaries or any of their respective directors, officers, employees, agents or representatives has violated any Laws prohibiting corruption, bribery or money laundering or committed any wrongdoing thereunder, or

(B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing anti- corruption, anti-bribery and money laundering Laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request or citation from any person alleging non-compliance with any such Laws,

other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(v) West Fraser and its subsidiaries have maintained systems of internal controls intended to ensure compliance with the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation prohibiting corruption, bribery and money laundering.

(ff) Sanctions.

(i) Neither West Fraser nor any of its subsidiaries nor any of their respective directors, officers or employees nor, to the knowledge of West Fraser, any agents or persons acting on any of their behalf: (i) is a Restricted Party; or (ii) has received written notice of or is aware of any claim, action, suit,

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proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

(ii) None of West Fraser or any of its subsidiaries or, to the knowledge of West Fraser, any director, officer, employee or agent of West Fraser any of its subsidiaries is a Person that is, or is owned or controlled by Persons that are: (i) the subject/target of any Sanctions, or (ii) located, organized or resident in a country or territory that is the subject of Sanctions, including Crimea, Cuba, Iran, North Korea, and Syria).

(iii) West Fraser, its subsidiaries and their respective directors, officers and employees and, to the knowledge of West Fraser, the agents of West Fraser and its subsidiaries are in compliance with all applicable Sanctions in all material respects.

(iv) West Fraser and its subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with applicable Sanctions.

(v) West Fraser represents and covenants that for the past three years, neither West Fraser nor any of its subsidiaries has knowingly engaged in, or is now knowingly engaged in, or will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, in violation of Sanctions.

(gg) Employment & Labour Matters. Except as disclosed in Section 4.1(gg) of the West Fraser Disclosure Letter:

(i) Neither West Fraser nor any of its subsidiaries is party to any collective bargaining agreement nor subject to any application for certification or, to the knowledge of West Fraser, threatened union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, pending or threatened strikes or lockouts at West Fraser.

(ii) There are no (and have not in the last three years been any) labour disputes, strikes, organizing activities or work stoppages against West Fraser pending or, to the knowledge of West Fraser, threatened. No union has applied to have any of West Fraser or its subsidiaries declared a common or related employer under applicable labour legislation.

(iii) The execution, delivery and performance of this Agreement and the consummation of the Plan of Arrangement will not:

(A) result in any payment (including any bonus, golden parachute, retirement, severance, unemployment compensation or other benefit) becoming due and payable to any of the employees, officers or directors of West Fraser, or result in an employee’s, officer’s or director’s entitlement to such payments upon termination or resignation;

D - 18 ARRANGEMENT AGREEMENT

(B) increase the compensation or benefits otherwise payable to any of the employees, officers or directors of West Fraser; or

(C) other than as expressly contemplated in this Agreement, result in the acceleration of the time of payment or vesting of entitlements otherwise available under any West Fraser Employee Plan.

(iv) West Fraser has been for the last three years and is now in compliance, in all material respects, with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including, wages, hours of work, overtime, pay equity, human rights, employment and labour standards, occupational health and safety and workers’ compensation, immigration and work permits and privacy and there are no current, or, to the knowledge of West Fraser, pending or threatened proceedings (including grievances, arbitration, applications or pending applications) before any Governmental Entity or labour arbitrator with respect to any of the foregoing Employee Plans of West Fraser (other than routine claim for benefits).

(v) None of West Fraser nor any of its subsidiaries is subject to any current, pending or, to the knowledge of West Fraser, threatened claim, application, complaint or proceeding for wrongful dismissal, constructive dismissal or any tort claim relating to employment or termination of employment of employees or independent or dependent contractors, or under any applicable Law with respect to employment and labour, except for routine claims for benefits and except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(vi) None of West Fraser nor any of its subsidiaries are, or have been, engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of West Fraser, threatened against West Fraser or any of its subsidiaries.

(vii) Except as would not, individually or in the aggregate, have a Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any provincial workers’ compensation statute or regulation, and West Fraser has not been assessed or reassessed in any material respect under such statute or regulation during the past three (3) years and no audit of West Fraser is currently being performed pursuant to any provincial workers’ compensation statute or regulation, and there are no claims or, to the knowledge of West Fraser, potential claims which may materially adversely affect West Fraser’s accident cost experience in respect of the business.

Notwithstanding any provisions of this Agreement to the contrary, Section 4.1(gg) shall be the exclusive representation and warranty in respect of, or relating to, employees of West Fraser or any other employment, labour or pension matters of any kind or conditions,

D - 19 ARRANGEMENT AGREEMENT

liabilities or losses arising from or relating to such matters (other than West Fraser Employee Plans addressed in Section 4.1(hh) below), employee-related items involving Taxes addressed in Section 4.1(w), and employee-related items constituting Material Contracts addressed in Section 4.1(aa).

(hh) Employee Plans. Other than as disclosed in Section 4.1(hh) of the West Fraser Disclosure Letter:

(i) Section 4.1(hh) of the West Fraser Disclosure Letter lists all Employee Plans of West Fraser (the “West Fraser Employee Plans”).

(ii) West Fraser has forwarded to Norbord or made available to Norbord in the West Fraser Data Room true, correct and complete copies of all the West Fraser Employee Plans as amended as of the date hereof, together with all related documentation.

(iii) All West Fraser Employee Plans are and have been established, registered, funded, administered, communicated and invested in all material respects (x) in accordance with applicable Laws and (y) in accordance with their terms. To the knowledge of West Fraser, no fact or circumstance exists which could adversely affect the registered status of any such Employee Plan.

(iv) All contributions, premiums or taxes required to be made or paid by West Fraser under the terms of each West Fraser Employee Plan or by applicable Laws have been made in a timely fashion.

(v) All obligations in respect of each West Fraser Employee Plan have been properly accrued and reflected in the West Fraser Financial Statements.

(vi) West Fraser has not approved or announced any change in employee participation, coverage, or benefits provided under, any West Fraser Employee Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year.

(vii) There are no unfunded liabilities in respect of any West Fraser Employee Plan which provides pension benefits, superannuation benefits or retirement savings, including any “registered pension plans” as that term is defined in the Tax Act, or any supplemental pension plans (including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies, where applicable).

(viii) Other than routine claims for benefits, no West Fraser Employee Plan is subject to any pending action, investigation, examination, claim (including claims for income taxes, interest, penalties, fines or excise taxes) or any other proceeding initiated by any Person, and there exists no state of facts which could reasonably be expected to give rise to any such action, investigation, examination, claim or other proceeding.

D - 20 ARRANGEMENT AGREEMENT

(ix) Other than as disclosed in Section 4.1(hh) of the West Fraser Disclosure Letter and excluding pension plan benefits, none of the West Fraser Employee Plans provide for retiree or post-termination life insurance, health or other benefits to retired or terminated employees or to the beneficiaries or dependents of retired or terminated employees, except as required by Law.

(x) Subject to the requirements of Laws, no provision of any West Fraser Employee Plan or of any agreement, and no act or omission of West Fraser in any way limits, impairs, modifies or otherwise affects the right of West Fraser to unilaterally amend or terminate any West Fraser Benefit Plan, and no commitments to improve or otherwise amend any West Fraser Benefit Plan have been made.

(xi) Other than with respect to the West Fraser, Inc. Pension Plan, including each component defined-benefit pension plan merged within and into it, neither West Fraser nor any of its ERISA Affiliates currently contributes to or is obligated to contribute to, or has in the past six plan years contributed or been obligated to contribute to, any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, including a “multiemployer plan,” as defined in Section 3(37) of ERISA. With respect to the West Fraser, Inc. Pension Plan, including each component defined-benefit pension plan merged within and into it: (a) there does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, or any liability under Section 4971 of the Code; (b) the fair market value of the assets of such plan equals or exceeds the actuarial present value of all accrued benefits under such plan (whether or not vested, each as determined under the assumptions and valuation method of the latest actuarial valuation of such plan); (c) no liability or contingent liability (including liability pursuant to Section 4069 of ERISA) under Title IV of ERISA has been or is reasonably expected to be incurred by West Fraser or any ERISA Affiliate and (d) no failure to satisfy the “minimum funding standards” within the meaning of Section 302 of ERISA and Section 412 of the Code (whether or not waived) has occurred.

(ii) First Nations Claims. Neither West Fraser nor any of its subsidiaries has received any written First Nations Claim which affects the West Fraser or any of its subsidiaries nor to the knowledge of West Fraser, has any First Nations Claim been threatened which relates to the West Fraser Tenures, any West Fraser Owned Real Property or any West Fraser Leased Property, any Authorizations, or the operation by West Fraser or its subsidiaries of their respective businesses in the area in which such operations are carried on or in which the West Fraser Tenures, such West Fraser Owned Real Property or West Fraser Leased Property is located that would individually or in the aggregate constitute a Material Adverse Effect with respect to West Fraser, and neither West Fraser nor any of its subsidiaries has any material outstanding agreements, memorandums of understanding or similar arrangement

D - 21 ARRANGEMENT AGREEMENT

with any First Nations Group and, to the knowledge of West Fraser, there are no material ongoing or outstanding discussions, negotiations, or similar communications with or by any First Nations Group concerning West Fraser or any its subsidiaries or their respective businesses, operations or assets.

(jj) NGOs and Community Groups. Except as listed in Section 4.1(jj) of the West Fraser Disclosure Letter, to the knowledge of West Fraser:

(i) no authorized legal representative of any community in the vicinity of any of the West Fraser Owned Real Properties or West Fraser Leased Properties has communicated in writing to West Fraser a requirement that (i) the consent of such community be obtained as a condition to continued operation of any such West Fraser Owned Real Property or any West Fraser Leased Property, or (ii) a material increase in the compensation payments payable by West Fraser under any community development or social framework or similar agreements as a condition to the continued operation of West Fraser Owned Real Property or any West Fraser Leased Property, except for such consents or increases in compensation payments as would not, individually or in the aggregate, have a Material Adverse Effect; and

(ii) no dispute exists or is threatened in writing between community groups and West Fraser and its subsidiaries with respect to their respective businesses, assets and operations, except for such disputes that would not, individually or in the aggregate, have a Material Adverse Effect.

(kk) Intellectual Property.

(i) West Fraser owns all right, title and interest in and to, or is validly licensed (and are not in material breach of such licenses), all Intellectual Property that is material to the conduct of the business, as currently conducted, of West Fraser (collectively, the “West Fraser Intellectual Property”). Such West Fraser Intellectual Property is sufficient, in all material respects, for conducting the business, as currently conducted, of West Fraser, and to the knowledge of West Fraser, such West Fraser Intellectual Property is valid and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or laws relating to or affecting creditors’ rights generally), and does not infringe upon the Intellectual Property rights of any third party, except as would not, individually or in the aggregate, have a Material Adverse Effect.

(ll) Computer Systems.

(i) Computer Systems used by West Fraser (the “West Fraser Computer Systems”) along with the Computer Systems Carve-Outs used by West Fraser meet the data processing and other computing needs of the business and operations of West Fraser as presently conducted, subject to ordinary course hardware refreshes and ordinary course maintenance by West Fraser and its third party providers of Computer Systems and related services.

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(ii) West Fraser uses commercial anti-virus and other cybersecurity tools designed to protect the West Fraser Computer Systems from viruses, worms, Trojan horses, and unauthorized or illegal back doors, drop dead devices or time bombs (as such terms are commonly understood in the software industry).

(iii) West Fraser has in place business continuity and disaster recovery plans, procedures and facilities designed to ensure the continuing availability of the functionality provided by the West Fraser Computer Systems in the event of any material malfunction or other form of material unscheduled unavailability affecting the West Fraser Computer Systems and has plans and procedures in place designed to safeguard the West Fraser Computer Systems and prevent unauthorized access to the West Fraser Computer Systems.

(iv) To the extent that West Fraser Computer Systems or the use thereof are provided to West Fraser by a provider of software as a service, platform as a service or infrastructure as a service, West Fraser has a written agreement with such third party, except where the failure to have a written agreement with such third party would not, individually or in the aggregate, have a Material Adverse Effect.

(v) To West Fraser’s knowledge, there has been no material security breach or incident, or other material compromise of the West Fraser Computer Systems (which has resulted or would be likely to result in the material unauthorized access or disclosure of any data of any customers, employees, and suppliers maintained, processed or stored by West Fraser Computer Systems (including Computer Systems provided by third parties on behalf of West Fraser).

(mm) Related Party Transactions. With the exception of this Agreement and any contracts related to the West Fraser Stock Option Plan, the West Fraser DSU Plan, the West Fraser PSU Plan, employment agreements included in the West Fraser Data Room and any transactions disclosed in the West Fraser Public Disclosure Record, there are no Contracts or other material transactions (including any agreements related to Financial Indebtedness) currently in place between West Fraser, on the one hand, and: (i) any officer or director of West Fraser; (ii) any affiliate or associate of any such, officer or director, or (iii) any holder of more than 5% of the West Fraser Shares (including the West Fraser Class B Shares) and any affiliate or associate of such shareholder.

(nn) Brokers. Other than as disclosed in Section 4.1(nn) of the West Fraser Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of West Fraser.

(oo) Insurance. As of the date hereof, West Fraser has such policies of insurance as are included in the West Fraser Data Room. All insurance polies maintained by West

D - 23 ARRANGEMENT AGREEMENT

Fraser are in full force and effect and in good standing and are in amounts and in respect of such risks as are normal and usual for companies of similar size operating in the wood products industry. West Fraser is in compliance in all material respects with all requirements with respect to such insurance policies. Such insurance policies will not be cancelled or otherwise terminated as a result of the completion of the Plan of Arrangement. None of West Fraser nor any of its subsidiaries has failed to promptly give any notice or present any material claim under such policies.

(pp) Restrictions on Business Activities. There is no Material Contract to which West Fraser is a party or Order binding upon West Fraser or any of its subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of West Fraser or any of its subsidiaries as currently conducted (including following the transaction contemplated by this Agreement) other than Material Contract to which West Fraser is a party or Orders to which West Fraser is subject which has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect with respect to West Fraser.

(qq) Certain Contracts. Other than as disclosed in Section 3.1(qq) of the West Fraser Disclosure Letter, none of West Fraser or any of its subsidiaries is a party to or bound by any non-competition agreement, area of mutual interest agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to:

(i) limit the manner or the localities in which all or any material portion of the business of West Fraser or any of its subsidiaries is conducted;

(ii) limit any business practice of West Fraser or any of its subsidiaries in any material respect; or

(iii) restrict any acquisition or disposition of any property by West Fraser or any of its subsidiaries in any material respect.

(rr) Confidentiality Agreement. Except as disclosed in the West Fraser Disclosure Letter, neither West Fraser nor any of its subsidiaries have waived or released any Person from any standstill, confidentiality or use or other similar provisions of any confidentiality or similar agreements entered into by West Fraser or any of its subsidiaries and neither the entering into of this Agreement or the completion of the transactions contemplated hereby will release or spring (or be deemed to release or spring) any Person from any standstill, confidentiality or use or other similar provisions of any confidentiality or similar agreements.

(ss) Ownership of Norbord Shares. As of the date hereof neither West Fraser nor any of its subsidiaries, whether alone or together with any person under common control with West Fraser or any of its subsidiaries or a person acting jointly or in concert with any of them, directly or indirectly, beneficially own or exercise control or direction over any securities of Norbord nor do they have any options, rights or entitlements to acquire any securities of Norbord.

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(tt) Consideration Shares. The West Fraser Shares to be issued as the Consideration pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of West Fraser, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities, will be listed for trading on the TSX, and will not be subject to any contractual or other restrictions on transferability or voting, except in respect of those holders as are subject to restrictions on resale as a result of being a “control person” as defined under applicable Securities Laws or an “affiliate” under the U.S. Securities Act.

(uu) Compliance with Competition Laws.

(i) Neither West Fraser, nor, to the knowledge of West Fraser, any of its directors, executives, representatives, agents or employees has violated or is violating any provision of any Competition Law.

(ii) Neither West Fraser nor any of its subsidiaries is subject to any order, agreement or other constraint imposed by any court, tribunal or Government Entity that requires West Fraser or any of its subsidiaries to take action to comply with any Competition Law in any jurisdiction, to dispose of any of its business, assets, properties or product lines in connection with its operations in such jurisdiction, or to otherwise limit its freedom to operate in such jurisdiction.

(iii) None of West Fraser nor its subsidiaries nor any of its directors, officers, employees, agents or representatives has

(A) conducted or initiated any review, audit or internal investigation that concluded that West Fraser or any of its subsidiaries or any of their respective directors, officers, employees, agents or representatives has violated any Competition Law, or

(B) made a voluntary, directed or involuntary disclosure to any Governmental Entity with respect to any alleged act or omission arising under or relating to non-compliance with any Competition Laws, or received any notice, request or citation from any person alleging non-compliance with any Competition Laws,

other than such actions which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(vv) Investment Canada Act. West Fraser is not a non-Canadian for purposes of the Investment Canada Act.

D - 25 ARRANGEMENT AGREEMENT

SCHEDULE E

TO THE ARRANGEMENT AGREEMENT

FORM OF BROOKFIELD VOTING AGREEMENT

(see attached)

ARRANGEMENT AGREEMENT

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT made the 18th day of November, 2020.

AMONG:

BROOKFIELD ASSET MANAGEMENT INC.,

a corporation existing under the laws of the Province of Ontario,

(hereinafter called “Brookfield Parent”)

- and -

each of the affiliated entities of Brookfield Parent that has executed this Agreement on the signature pages hereof

(together, the “Brookfield Affiliates”)

(Brookfield and the Brookfield Affiliates are collectively referred to herein as “Brookfield”),

- and -

NORBORD INC.,

a corporation existing under the laws of Canada

(hereinafter called “Norbord”),

-and-

WEST FRASER TIMBER CO. LTD.,

a corporation existing under the laws of British Columbia

(hereinafter called “West Fraser”),

WHEREAS:

A. Brookfield is the owner of, or has the power to control or direct, the securities of Norbord listed in Schedule A hereto (the “Norbord Subject Securities”);

B. West Fraser and Norbord are concurrently herewith entering into an arrangement agreement (the “Arrangement Agreement”) which provides for, among other things, West Fraser directly or indirectly acquiring all of the outstanding common shares of Norbord (the “Norbord Shares”) in a transaction (the “Transaction”) from the shareholders of Norbord (the “Norbord Shareholders”);

C. This Agreement sets out the terms and conditions of the agreement of Brookfield to, among other things:

E-1 ARRANGEMENT AGREEMENT

(i) vote or cause to be voted the Norbord Subject Securities in favour of the Transaction and any other matter necessary for the completion of the Transaction;

(ii) support West Fraser following the completion of the Transaction; and

(iii) abide by the restrictions and covenants set forth herein; and

D. Norbord and West Fraser are relying on the covenants, representations and warranties of Brookfield set forth in this Agreement in connection with their execution and delivery of the Arrangement Agreement.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement. All references herein to the Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as it may be amended or modified from time to time subsequent to the date hereof.

1.2 For greater certainty, this Agreement and all covenants of Brookfield herein shall not apply to:

(a) any portfolio company of Brookfield Parent or its affiliates (as defined in National Instrument 45-106 – Prospectus Exemptions) or any public or private investment vehicle or program managed by Brookfield Parent or any subsidiary thereof, or

(b) any subsidiary or affiliate (as defined in National Instrument 45-106 – Prospectus Exemptions) of Brookfield Parent in respect of which an actual or virtual information barrier is in place, or in respect of which there is no coordination or consultation in respect of investment decisions.

ARTICLE 2

THE TRANSACTION

2.1 Norbord and West Fraser each hereby covenant and irrevocably agree that it shall not, without the prior written consent of Brookfield, change the amount or form of Consideration, provided that neither Norbord nor West Fraser shall require Brookfield’s prior written consent to:

(a) any adjustment to the Consideration made pursuant to Section 2.17 of the Arrangement Agreement; or

(b) any change to the Consideration proposed by West Fraser pursuant to Section 7.4(b) of the Arrangement Agreement in response to a Norbord Superior Proposal Notice (without imposing any obligation on West Fraser to make any such change).

2.2 West Fraser acknowledges that Brookfield may act as a Representative of Norbord under the Arrangement Agreement subject to the following conditions, and Brookfield agrees that it will

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only act as a Representative of Norbord under the Arrangement Agreement in accordance with the following conditions:

(a) Brookfield will act as agent for Norbord in connection with any actions taken by Brookfield as a Representative of Norbord, and

(b) to the extent that Brookfield acts as a Representative of Norbord under the Arrangement Agreement, it will comply with the agreements governing Representatives of Norbord under the Arrangement Agreement.

ARTICLE 3

INTERIM COVENANTS OF BROOKFIELD

3.1 Brookfield hereby covenants and irrevocably agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 9:

(a) not, except to the extent permitted by Section 2.2 of this Agreement, directly or indirectly,

(i) solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers regarding any Acquisition Proposal in respect of Norbord;

(ii) engage in any discussions or negotiations with any Person regarding any Acquisition Proposal in respect of Norbord;

(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement or undertaking related to any Acquisition Proposal in respect of Norbord;

(iv) provide any confidential information relating to Norbord to any Person or group in connection with any Acquisition Proposal in respect of Norbord, or

(v) otherwise co-operate in any way with any effort or attempt by any other Person or group to do or seek to do any of the foregoing (subject, in all cases, to Section 6.1 of this Agreement);

(b) immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any Person or group or any agent or representative of any Person or group conducted before the date of this Agreement with respect to any Acquisition Proposal in respect of Norbord;

(c) not, except with the prior written consent of West Fraser, solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers or engage in any discussions or negotiations in respect of any sale (or other arrangement having the same economic effect as a sale) of the Norbord Subject Securities;

(d) not, directly or indirectly option, sell, transfer, pledge, encumber, hedge, swap, grant a security interest in, hypothecate or enter into any monetization transaction (or other arrangement having the same economic effect as a sale) with respect to

E-3 ARRANGEMENT AGREEMENT

any of the Norbord Subject Securities, as applicable, or any right or interest therein, to any Person or group, except (i) with the prior written consent of Norbord and West Fraser, (ii) as expressly permitted under this Agreement or (iii) to a Brookfield affiliate, provided Brookfield shall cause such affiliate to comply with this Agreement;

(e) not grant or agree to grant any proxy, power of attorney or other right to vote the Norbord Subject Securities, except for proxies or voting instructions to vote, or cause to be voted, securities granted in accordance with this Agreement;

(f) not, except with the prior written consent of Norbord and West Fraser, requisition or join in the requisition of any meeting of the securityholders of Norbord for the purpose of considering any resolution other than the Arrangement Resolution;

(g) not, except to the extent permitted by Section 2.2 of this Agreement, solicit, arrange or provide assistance to any other Person to arrange for the solicitation of proxies relating to or purchases of or offers to sell Norbord Shares or securities convertible into or exchangeable or exercisable for, or representing, Norbord Shares or act in concert or jointly with any other Person for the purpose of acquiring any Norbord Shares or securities convertible into or exchangeable or exercisable for, or representing, Norbord Shares, in each case for the purpose of influencing the voting of Norbord Shares or affecting the control of Norbord, other than, in the case of proxy solicitation, in support of the Plan of Arrangement and the Transaction;

(h) not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Arrangement; and

(i) not do indirectly that which it may not do directly by the terms of this Article 3.

3.2 Brookfield agrees not to exercise any Dissent Rights in respect of the Transaction, contest the approval of the Transaction by any Governmental Entity or exercise any other rights or remedies available at common law or pursuant to applicable corporate or securities laws or other registrations or, except to the extent permitted by Section 2.2 of this Agreement, take any action that is reasonably likely to in any manner impede, delay, postpone, hinder, prevent or challenge the Transaction. For greater certainty, nothing in this Section 3.2 shall prohibit or prevent Brookfield from enforcing this Agreement or exercising its rights hereunder.

3.3 Brookfield irrevocably and unconditionally consents to the details of this Agreement being set out in the Norbord Circular and the West Fraser Circular and, to the extent required pursuant to applicable securities laws, to this Agreement being made publicly available, including by filing on SEDAR. Without limiting the foregoing, Brookfield (a) consents to and authorizes the publication and disclosure by each of Norbord and West Fraser of its identity and holding of Norbord Subject Securities, the nature of its commitments and obligations under this Agreement and any other information that Norbord or West Fraser, as applicable, reasonably determines is required to be disclosed by applicable Law in any press release, the Norbord Circular, the West Fraser Circular or any other disclosure document in connection with the Transaction and any transactions contemplated by the Arrangement Agreement and (b) agrees promptly to give to Norbord and/or West Fraser, as applicable, any information they may reasonably require for the preparation of any such disclosure documents. Brookfield and its legal counsel shall be given a

E-4 ARRANGEMENT AGREEMENT

reasonable opportunity to review and comment on any information pertaining to it, its affiliates and funds managed by it (other than Norbord and its respective subsidiaries) contained in any such disclosure document prior to such disclosure document being publicly disseminated and reasonable consideration shall be given to any comments made by Brookfield and its legal counsel. Brookfield agrees to promptly notify Norbord and/or West Fraser, as applicable, of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

3.4 In the event of a stock split, stock dividend or distribution, or any change in the Norbord Shares by reason of a stock split, reverse stock split, recapitalization, combination, reclassification, readjustment, exchange of shares or the like, the term “Norbord Subject Securities” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in the transaction and any consideration payable in respect of such Norbord Subject Securities shall be adjusted pursuant to Section 2.17 of the Arrangement Agreement.

ARTICLE 4

AGREEMENT TO VOTE AND SUPPORT

4.1 Brookfield hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the termination of this Agreement pursuant to Article 9:

(a) it shall attend (either in person or by proxy) the Norbord Meeting (including any adjournments and postponements thereof) and, at the Norbord Meeting, vote or cause to be voted the Norbord Subject Securities in favour of the Transaction, including, without limitation, by voting in favour of the Arrangement Resolution and any other matter necessary for the completion of the Transaction (including in favour of all matters recommended by the management of Norbord to the extent not otherwise inconsistent with the terms of this Agreement);

(b) it shall vote or cause to be voted (either in person or by proxy) at any meeting of the securityholders of Norbord the Norbord Subject Securities against, or not tender or cause to be tendered the Norbord Subject Securities to,

(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of Norbord or similar transaction involving Norbord or the Norbord Shares other than the Transaction and any transaction related thereto;

(ii) the issuance of any securities of Norbord other than in connection with the Transaction and any transaction related thereto;

(iii) any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction (including against any Acquisition Proposal in respect of Norbord) at any meeting of the securityholders of Norbord, called for the purpose of considering same; or

E-5 ARRANGEMENT AGREEMENT

(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of Norbord in the Arrangement Agreement;

(c) if Brookfield Parent or any Brookfield Affiliate is the holder of record of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered to Norbord, with a copy to West Fraser concurrently, a duly executed irrevocable proxy or proxies in respect of the Norbord Subject Securities directing the holder of such proxy or proxies to vote in favour of the Transaction and/or any matter necessary for the completion of the Transaction;

(d) if Brookfield Parent or any Brookfield Affiliate is the beneficial owner of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it or its affiliates holds its beneficial interest in the Norbord Subject Securities (provided that if it or any of its affiliates is a non-objecting beneficial owner, such voting instructions shall be delivered directly to Norbord), with a copy to West Fraser concurrently, instructing that the Norbord Subject Securities be voted at the Norbord Meeting in favour of the Transaction and/or any matter necessary for the completion of the Transaction; and

(e) such proxy or proxies and voting instruction form or forms delivered pursuant to Section 4.1(c) and Section 4.1(d) shall name those individuals as may be designated by Norbord in the Norbord Circular and shall not be revoked without the written consent of West Fraser in respect of the Norbord Subject Securities.

4.2 If, in lieu of the Transaction, each of Norbord and West Fraser determines in its good faith judgement that it is necessary or desirable to complete the acquisition of all of the Norbord Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) are the same or better for Brookfield than as contemplated by the Arrangement Agreement, (b) is initiated on or prior to the Outside Date and is capable of being completed on or prior to the Outside Date, and (c) is otherwise on terms and conditions no more onerous to Brookfield than the terms of the Transaction, including any take-over bid (any such transaction, an “Alternative Transaction”), then during the term of this Agreement Brookfield may, on its own accord, and will, upon written request of Norbord and West Fraser, support the completion of such Alternative Transaction in the same manner as the Transaction in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (a) voting or causing to be voted all of the Norbord Subject Securities (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by West Fraser; and (b) delivering or causing the delivery of any duly executed items, instruments, documents and agreements required as conditions to consummate an Alternative Transaction.

E-6 ARRANGEMENT AGREEMENT

ARTICLE 5

POST-TRANSACTION COVENANTS OF BROOKFIELD

5.1 Brookfield hereby covenants and irrevocably agrees that, from the Effective Time until the first date following the date of the 2021 annual general meeting of the shareholders of West Fraser (the “West Fraser 2021 AGM”):

(a) it shall attend (either in person or by proxy) the West Fraser 2021 AGM (including any adjournments and postponements thereof) and, at the West Fraser 2021 AGM, vote or cause to be voted all West Fraser Consideration Shares held by Brookfield at that time in favour of the following matters in accordance with the recommendations of management of West Fraser as set out in the information circular (the “West Fraser AGM Circular”) for the West Fraser 2021 AGM (the “2021 AGM Ordinary Course Matters”):

(i) the election of directors to the West Fraser Board;

(ii) appointment of auditors:

(iii) the receipt and approval of financial statements;

(iv) the adoption of or amendment to any reasonable director, officer or employee equity compensation plan, including any stock option plan, DSU plan or PSU plan that is unanimously approved and recommended by the board of directors of West Fraser; and

(v) the advisory vote on executive compensation (Say on Pay), provided that such executive compensation has been unanimously approved and recommended by the board of directors of West Fraser;

(b) if Brookfield is the holder of record of the West Fraser Consideration Shares, no later than five Business Days prior to the date of the West Fraser 2021 AGM, it shall deliver or cause to be delivered to West Fraser a duly executed irrevocable proxy or proxies in respect of the West Fraser Consideration Shares directing the holder of such proxy or proxies to vote in favour of the 2021 AGM Ordinary Course Matters;

(c) if Brookfield is the beneficial owner of the West Fraser Consideration Shares, no later than five Business Days prior to the date of the West Fraser 2021 AGM, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it holds its beneficial interest in the West Fraser Consideration Shares (provided that if it is a non-objecting beneficial owner, such voting instructions shall be delivered directly to West Fraser), with a copy to West Fraser concurrently, instructing that the West Fraser Consideration Shares be voted at the West Fraser 2021 AGM in favour of the 2021 AGM Ordinary Course Matters; and

(d) such proxy or proxies and voting instruction form or forms delivered pursuant to Section 5.1(b) and Section 5.1(c) shall name those individuals as may be designated by West Fraser in the West Fraser AGM Circular and shall not be revoked without

E-7 ARRANGEMENT AGREEMENT

the written consent of West Fraser in respect of the West Fraser Consideration Shares.

ARTICLE 6

FIDUCIARY OBLIGATIONS

6.1 Notwithstanding any other provision of this Agreement, each of Norbord and West Fraser hereby agrees and acknowledges that Brookfield is bound hereunder solely in its capacity as a securityholder of Norbord and that the provisions hereof shall not be deemed or interpreted to bind any employee, officer or director of Brookfield in his or her capacity as a director or officer of Norbord. If any employee, officer or director of Brookfield is also a director of Norbord, Norbord and West Fraser each acknowledges and agrees that any such employee, officer or director may vote in his or her capacity as a director of Norbord in favour of a Superior Proposal in respect of Norbord as contemplated in the Arrangement Agreement and any such vote shall not be a violation of this Agreement.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF BROOKFIELD

7.1 Brookfield represents, warrants and, where applicable, covenants to Norbord and West Fraser as follows and acknowledges that each of Norbord and West Fraser are relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:

(a) Brookfield has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement;

(b) this Agreement has been duly executed and delivered by Brookfield and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation, enforceable by the other parties hereto against it in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(c) Brookfield (i) is the legal and beneficial owner of record, (ii) is the beneficial owner exercising control and direction over (but not the holder of record of) or (iii) exercises control over, the Norbord Subject Securities with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

(d) except as would not have a material effect on Brookfield’s ability to fulfill its obligations hereunder, Brookfield does not own, either as legal and beneficial owner of record or beneficial owner exercising control and direction over (but not the holder of record), any West Fraser Shares, nor does Brookfield exercise control over any West Fraser Shares (other than West Fraser Shares acquired by any affiliates of Brookfield engaged in the business of cash management and investing activities on behalf of third parties);

E-8 ARRANGEMENT AGREEMENT

(e) Brookfield has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of the Norbord Subject Securities, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) any Norbord Subject Securities hereafter acquired by it;

(f) Brookfield has the sole right to vote (or cause to be voted) all of the Norbord Subject Securities;

(g) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from Brookfield of any of the Norbord Subject Securities or any interest therein or right thereto, including without limitation any right to vote, except pursuant to this Agreement;

(h) the Norbord Subject Securities are the only securities of Norbord or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by Brookfield and its affiliates (excluding any affiliates engaged in the business of cash management and investing activities on behalf of third parties);

(i) Brookfield and its affiliates (excluding any affiliates engaged in the business of cash management and investing activities on behalf of third parties) have no agreements or options, or rights or privileges (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by Brookfield and such affiliates of additional securities of Norbord; and

(j) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of Brookfield, threatened against Brookfield or its affiliates that would adversely affect in any manner the ability of Brookfield to enter into this Agreement and to perform its obligations hereunder.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES OF NORBORD AND WEST FRASER

8.1 Each of Norbord and West Fraser, in respect of itself only, represents, warrants and, where applicable, covenants to Brookfield as follows and acknowledges that Brookfield is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

(a) Norbord is validly existing under the laws of Canada and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) West Fraser is validly existing under the laws of British Columbia and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(c) the execution and delivery of this Agreement by each of Norbord and West Fraser and the performance by it of its obligations hereunder have been duly authorized

E-9 ARRANGEMENT AGREEMENT

by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;

(d) this Agreement has been duly executed and delivered by each of Norbord and West Fraser and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation, enforceable by Brookfield against it in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; and

(e) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of each of Norbord and West Fraser, threatened against it or its affiliates that would adversely affect in any manner the ability of Norbord and West Fraser to enter into this Agreement or the Arrangement Agreement and to perform its respective obligations hereunder or thereunder.

ARTICLE 9

TERMINATION

9.1 This Agreement will terminate and be of no further force and effect on the earliest to occur of the following events:

(a) the date upon which all of the parties to this Agreement mutually agree in writing to terminate this Agreement;

(b) in the event that the Transaction is completed in accordance with the Arrangement Agreement and subject to Section 9.2, the termination or expiration of the post-Transaction covenants set forth in Section 5.1;

(c) the termination of the Arrangement Agreement in accordance with its terms, provided that if Norbord and West Fraser provide written notice to Brookfield of their intention to complete an Alternative Transaction prior to or concurrent with the termination of the Arrangement Agreement, this Agreement will terminate automatically on the Outside Date in the event that the Alternative Transaction is not completed by the Outside Date;

(d) written notice by Brookfield to Norbord and West Fraser in the event that:

(i) Norbord makes a Norbord Change in Recommendation in the circumstances contemplated by and in compliance with Section 7.3(b)(ii) of the Arrangement Agreement in respect of a Material Adverse Effect with respect to West Fraser; or

(ii) the Arrangement Agreement is amended to reduce or adversely change the Consideration or is amended in any other respect that is materially adverse to Brookfield, provided that:

(A) any amendment to the Arrangement or adjustment to the Consideration that in each case is permitted pursuant to

E-10 ARRANGEMENT AGREEMENT

Section 2.1 of this Agreement will not entitle Brookfield to terminate this Agreement under this Section 9.1(d)(ii); and

(B) the waiver by either West Fraser or Norbord of any condition to closing of the Transaction provided for in the Arrangement Agreement, other than the conditions to closing of the Transaction set forth in Section 6.3(c) of the Arrangement Agreement, will not be considered an amendment to the Arrangement Agreement entitling Brookfield to terminate this Agreement under this Section 9.1(d)(ii); and

(e) this Agreement may be terminated by any of Norbord, West Fraser or Brookfield upon written notice to the others in the event that the Transaction is not completed in accordance with the Arrangement Agreement by the Outside Date, as such date may be extended in accordance with the Arrangement Agreement.

9.2 In the event that the Transaction is completed in accordance with the Arrangement Agreement, all obligations of Brookfield under this Agreement will terminate other than the post-Transaction obligations under Section 5.1, which will continue in full force and effect until the expiration or termination of the covenants contained therein.

ARTICLE 10

PUBLICITY

10.1 After such time as one or both of Norbord and/or West Fraser has publicly disclosed the existence of the Transaction by way of press release or other public disclosure, Brookfield and/or any of its affiliates may disclose and publicize the existence of and information related to the Transaction, including by way of press release or other means of public disclosure, without notice to or consent from either Norbord or West Fraser.

ARTICLE 11

GENERAL

11.1 The parties shall promptly execute and deliver all such further documents and instruments and do all such acts and things as the other parties may reasonably require to effectively carry out the intent of this Agreement, in each case at the requesting party’s cost.

11.2 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

11.3 Time shall be of the essence of this Agreement.

11.4 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by e-mail or other electronic transmission:

E-11 ARRANGEMENT AGREEMENT

(a) in the case of Brookfield:

BROOKFIELD ASSET MANAGEMENT INC.

181 Bay Street, Suite 300

P.O. Box 762

Toronto, ON

M5J 2T3

Attention:    Kathy Sarpash

E-mail:        [Redacted – personal information]

(b) in the case of Norbord:

NORBORD INC.

1 Toronto Street, Suite 600

Toronto, ON

M5C 2W4

Attention:    Robin Lampard, Senior Vice President and CFO

E-mail:        [Redacted – personal information]

(c) in the case of West Fraser:

WEST FRASER TIMBER INC.

858 Beatty Street, Suite 501

Vancouver, BC

V6B 1C1

Attention:    Chris Virostek, Vice-President, Finance and CFO

E-mail:        [Redacted – personal information]

or at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a Business Day, on the next following Business Day).

11.5 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

11.6 Each of the parties hereto agrees with the others that: (i) if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by any of the parties, the other parties would suffer irreparable damage; (ii) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (iii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (iv) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

E-12 ARRANGEMENT AGREEMENT

11.7 No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

11.8 This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

11.9 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[Signature page follows]

E-13 ARRANGEMENT AGREEMENT

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

WEST FRASER TIMBER CO. LTD.
Per:
	Name:
	Title:
NORBORD INC.
Per:
	Name:
	Title:
BROOKFIELD ASSET MANAGEMENT INC.
Per:
	Name:
	Title:

BROOKFIELD INVESTMENTS CORPORATION
Per:
	Name:
	Title:

E-14 ARRANGEMENT AGREEMENT

BPE OSB INVESTMENT HOLDING LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
Per:
	Name:
	Title:
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
Per:
	Name:
	Title:
BROOKFIELD CAPITAL PARTNERS II L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS II GP L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
Per:
	Name:
	Title:

E-15 ARRANGEMENT AGREEMENT

SCHEDULE “A”

Ownership or Control/Direction of Norbord Subject Securities

Name of Brookfield Entity	Number of Norbord Subject Securities Owned or Controlled
BROOKFIELD INVESTMENTS CORPORATION		16,724,709
BPE OSB INVESTMENT HOLDING LP		11,359,634
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP		1,276,670
BROOKFIELD CAPITAL PARTNERS II L.P.		5,426,522

E-16 ARRANGEMENT AGREEMENT

SCHEDULE F

TO THE ARRANGEMENT AGREEMENT

FORM OF DIRECTOR/OFFICER VOTING AGREEMENT

(see attached)

ARRANGEMENT AGREEMENT

FORM OF VOTING SUPPORT AGREEMENT

November 18, 2020

[West Fraser/Norbord]

[Address]

Dear Sirs/Madams:

Re:    Voting Support Agreement

The undersigned understands that West Fraser Timber Co. Ltd. (“West Fraser”) and Norbord Inc. (“Norbord”) wish to enter into an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”) contemplating an arrangement (the “Arrangement”) of Norbord under Section 192 of the Canada Business Corporations Act, the result of which shall be the acquisition by West Fraser of all the outstanding common shares (the “Common Shares”) of Norbord.

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement.

The undersigned represents and warrants to [West Fraser/ Norbord] that the undersigned is the legal and beneficial owner or beneficial owner of the securities of [Norbord/West Fraser] set forth on the execution page to this letter agreement (the “Holder Securities”) as of the date of this letter agreement.

In connection with West Fraser and Norbord entering into the Arrangement Agreement, the undersigned hereby agrees, in his or her capacity as securityholder and not in his or her capacity as an officer or director of [Norbord/West Fraser], from the date hereof until the earlier of (i) the Effective Time, (ii) the date the Arrangement Agreement is terminated in accordance with its terms, and (iii) the Outside Date (the “Termination Date”):

(a) to vote or to cause to be voted his or her Holder Securities, including Common Shares, owned (beneficially or otherwise) by the undersigned as of the record date for the [Norbord Meeting/West Fraser Meeting]:

(i) in favour of the [Arrangement Resolution/West Fraser Resolution] and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by the management of [Norbord/West Fraser]), and

(ii) against any matters that could reasonably be expected to impede, delay, prevent, interfere with, frustrate or discourage the successful completion of the Arrangement;

F - 1 ARRANGEMENT AGREEMENT

(b) no later than five days prior to the deadline for the delivery of proxies in respect of the [Norbord Meeting/West Fraser Meeting], to deliver or to cause to be delivered to [Norbord/West Fraser] or its transfer agent, in accordance with the instructions to be set out in the [Norbord Circular/West Fraser Circular], duly executed proxies or voting instruction forms, as the case may be, voting in favour of the [Arrangement Resolution/West Fraser Resolution], such proxy or voting instruction forms not to be revoked or withdrawn without the prior written consent of [West Fraser/ Norbord];

(c) except as contemplated by the Arrangement Agreement or upon the settlement of awards or other securities of [Norbord/West Fraser] or the exercise of other rights to purchase Common Shares[, including any purchases of Common Shares under the Norbord ESSP], not to, directly or indirectly, acquire or seek to acquire Common Shares or other voting securities of [Norbord/West Fraser], and any additional securities of [Norbord/West Fraser] so acquired will be deemed to be Holder Securities;

(d) sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber or tender to offer, transfer any economic interest (directly or indirectly) or otherwise convey any of the Holder Securities, in each case without [West Fraser’s/ Norbord’s] prior written consent (such consent not to be unreasonably withheld, conditioned or delayed);

(e) [not to exercise any rights of dissent in connection with the Arrangement;]

(f) except as required pursuant to this letter agreement (including to give effect to clause (a) above), not to grant or agree to grant any proxy or other right to vote the Holder Securities or enter into any voting trust or pooling agreement or arrangement in respect of the Holder Securities or enter into or subject any of the Holder Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this letter agreement;

(g) not take any action which may in any way adversely affect the success of the Arrangement; and

(h) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal.

Notwithstanding any provision of this letter agreement to the contrary, [West Fraser/ Norbord] hereby agrees and acknowledges that the undersigned is executing this letter agreement and is bound hereunder solely in his or her capacity as a securityholder of [Norbord/West Fraser]. Without limiting the provisions of the Arrangement Agreement, nothing contained in this letter agreement shall limit or affect in any way any actions the undersigned may take in his or her

F - 2 ARRANGEMENT AGREEMENT

capacity as a director or officer of [Norbord/West Fraser] or limit or restrict in any way the exercise of his or her fiduciary duties as director or officer of [Norbord/West Fraser].

The undersigned hereby represents and warrants that:

(a) this letter agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the undersigned in accordance with its terms, and the performance by the undersigned of his or her obligations hereunder will not constitute a violation, breach of, default under or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the undersigned will be a party and by which the undersigned will be bound at the time of such performance;

(b) he or she is (and until the [Norbord Meeting/West Fraser Meeting] will be) the sole registered and/or beneficial owner of the Holder Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and he or she has the sole right to vote and sell (in the case of transferable Holder Securities) all of the Holders Securities;

(c) no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the undersigned of any of the Holder Securities or any interest therein or right thereto;

(d) the only securities of [Norbord/West Fraser] beneficially owned or controlled, directly or indirectly, by the undersigned on the date hereof are the Holder Securities;

(e) the Holder Securities are not subject to any power of attorney, voting trust, proxy or similar arrangement affecting the undersigned’s ability to vote the Holder Securities; and

(f) he or she has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this letter agreement that he or she has either done so or waived his or her right to do so in connection with the entering into of this letter agreement, and that any failure on the undersigned’s part to seek independent legal advice shall not affect (and the undersigned shall not assert that it affects) the validity, enforceability or effect of this letter agreement or the Arrangement Agreement.

The undersigned hereby irrevocably consents to (i) details of this letter agreement being set out in any information circular and court documents produced by West Fraser, Norbord or any of their respective affiliates in connection with the transactions contemplated by this letter agreement and the Arrangement Agreement and (ii) this letter agreement being made publicly available on SEDAR and EDGAR.

This letter agreement shall terminate and be of no further force and effect on the Termination Date.

F - 3 ARRANGEMENT AGREEMENT

This letter agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the jurisdiction of the courts of [Ontario/British Columbia] and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This letter agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

This letter agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties thereto.

If the foregoing is in accordance with [West Fraser’s/ Norbord’s] understanding and is agreed to by [West Fraser/ Norbord], please signify [West Fraser’s/ Norbord’s] acceptance by the execution of the enclosed copies of this letter agreement where indicated below by an authorized signatory of [West Fraser/ Norbord] and return the same to the undersigned, upon which this letter agreement as so accepted shall constitute an agreement among [West Fraser/ Norbord] and the undersigned.

The parties expressly acknowledge that they have requested that this letter agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente lettre entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

[Remainder of page left intentionally blank. Signature page follows.]

F - 4 ARRANGEMENT AGREEMENT

Yours truly,
By:
	(Signature)
	(Print Name)
	(Place of Residency)
	(Name and Title)
	Address:

[Norbord]

NORBORD HOLDER SECURITIES

Common Shares Stock Options Director Deferred Stock Units Restricted Stock Units Management Deferred
Stock Units

[West Fraser]

WEST FRASER HOLDER SECURITIES

Common Shares Stock Options Deferred Stock Units Restricted Stock Units Performance Stock Units

F - 5 ARRANGEMENT AGREEMENT

Accepted and agreed on this _____ day of    , 2020.

[WEST FRASER/ NORBORD]
By:
	Name: Title:

F - 6 ARRANGEMENT AGREEMENT

SCHEDULE G

TO THE ARRANGEMENT AGREEMENT

FORM OF WEST FRASER SHAREHOLDER VOTING AGREEMENT

(see attached)

ARRANGEMENT AGREEMENT

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT made 18th day of November, 2020.

BETWEEN:

[SHAREHOLDER],

a corporation existing under the laws of ∎ (“[Shareholder]”)

- and -

NORBORD INC.,

a corporation existing under the laws of Canada

(“Norbord”),

WHEREAS:

E. [Shareholder] is the owner of, or has the power to control or direct, the securities of West Fraser (“West Fraser”), a corporation existing under the laws of British Columbia, listed in Schedule A hereto (the “West Fraser Subject Securities”).

F. West Fraser and Norbord are concurrently herewith entering into an arrangement agreement (the “Arrangement Agreement”) which provides for, among other things, West Fraser directly or indirectly acquiring all of the outstanding common shares of Norbord (the “Norbord Shares”) in a transaction (the “Transaction”) from the shareholders of Norbord (the “Norbord Shareholders”).

G. This Agreement sets out the terms and conditions of the agreement of [Shareholder] to, among other things: (i) vote or cause to be voted the West Fraser Subject Securities in favour of the Transaction and any other matter that could reasonably be expected to facilitate the Transaction; and (ii) abide by the restrictions and covenants set forth herein.

H. Norbord is relying on the covenants, representations and warranties of [Shareholder] set forth in this Agreement in connection with its execution and delivery of the Arrangement Agreement.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement. All references herein to the

G -1 ARRANGEMENT AGREEMENT

Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as it may be amended or modified from time to time subsequent to the date hereof.

ARTICLE 2

THE TRANSACTION

2.1 Norbord hereby covenants and irrevocably agrees that it shall not, without the prior written consent of [Shareholder], change the amount or form of Consideration, provided that neither Norbord nor West Fraser shall require [Shareholder]’s prior written consent to:

(a) any adjustment to the Consideration pursuant to Section 2.17 of the Arrangement Agreement; or

(b) any change to the Consideration proposed by Norbord pursuant to Section 7.8(b) of the Arrangement Agreement in response to a West Fraser Superior Proposal Notice (without imposing any obligation on Norbord to make any such change).

ARTICLE 3

INTERIM COVENANTS OF [SHAREHOLDER]

3.1 [Shareholder] hereby covenants and irrevocably agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 9:

(a) not directly or indirectly,

(i) solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers regarding any Acquisition Proposal in respect of West Fraser;

(ii) engage in any discussions or negotiations with any Person regarding any Acquisition Proposal in respect of West Fraser;

(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement or undertaking related to any Acquisition Proposal in respect of West Fraser;

(iv) provide any confidential information relating to West Fraser to any Person or group in connection with any Acquisition Proposal in respect of West Fraser, or

(v) otherwise co-operate in any way with any effort or attempt by any other Person or group to do or seek to do any of the foregoing (subject, in all cases, to Section 6.1 of this Agreement);

(b) immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any Person or group or any agent or representative of any

G - 2 ARRANGEMENT AGREEMENT

Person or group conducted before the date of this Agreement with respect to any Acquisition Proposal in respect of West Fraser;

(c) not, except with the prior written consent of Norbord, solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers or engage in any discussions or negotiations in respect of any sale (or other arrangement having the same economic effect as a sale) of the West Fraser Subject Securities;

(d) not, except with the prior written consent of Norbord, directly or indirectly option, sell, transfer, pledge, encumber, hedge, swap, grant a security interest in, hypothecate or enter into any monetization transaction (or other arrangement having the same economic effect as a sale) with respect to any of the West Fraser Subject Securities, as applicable, or any right or interest therein, to any Person or group;

(e) not grant or agree to grant any proxy, power of attorney or other right to vote the West Fraser Subject Securities, except for proxies or voting instructions to vote, or cause to be voted, securities granted in accordance with this Agreement;

(f) not, except with the prior written consent of Norbord, requisition or join in the requisition of any meeting of the securityholders of West Fraser for the purpose of considering any resolution other than the West Fraser Resolution;

(g) not solicit, arrange or provide assistance to any other Person to arrange for the solicitation of, proxies relating to or purchases of or offers to sell securities of West Fraser or securities convertible into or exchangeable or exercisable for, or representing, West Fraser Shares or act in concert or jointly with any other Person for the purpose of acquiring any West Fraser Shares or securities convertible into or exchangeable or exercisable for, or representing, West Fraser Shares, in each case for the purpose of influencing the voting of West Fraser Shares or affecting the control of West Fraser, other than, in the case of proxy solicitation, in support of the Plan of Arrangement and the Transaction;

(h) not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Transaction; and

(i) not do indirectly that which it may not do directly by the terms of this Article 3.

3.2 [Shareholder] agrees not to contest the approval of the Transaction by any Governmental Entity or exercise any other rights or remedies available at common law or pursuant to applicable corporate or securities laws or other registrations or take any action that is reasonably likely to in any manner impede, delay, postpone, hinder, prevent or challenge the Transaction.

3.3 [Shareholder] irrevocably and unconditionally consents to the details of this Agreement being set out in the Norbord Circular and the West Fraser Circular and, to the extent required

G - 3 ARRANGEMENT AGREEMENT

pursuant to applicable securities laws, to this Agreement being made publicly available, including by filing on SEDAR. Without limiting the foregoing, [Shareholder] (a) consents to and authorizes the publication and disclosure by Norbord of its identity and holding of West Fraser Subject Securities, the nature of its commitments and obligations under this Agreement and any other information that Norbord or West Fraser, as applicable, reasonably determines is required to be disclosed by applicable Law in any press release, the Norbord Circular, the West Fraser Circular or any other disclosure document in connection with the Transaction and any transactions contemplated by the Arrangement Agreement and (b) agrees promptly to give to Norbord and/or West Fraser, as applicable, any information they may reasonably require for the preparation of any such disclosure documents. [Shareholder] and its legal counsel shall be given a reasonable opportunity to review and comment on any information pertaining to it, its affiliates and funds managed by it (other than West Fraser and its respective subsidiaries) contained in any such disclosure document prior to such disclosure document being publicly disseminated and reasonable consideration shall be given to any comments made by [Shareholder] and its legal counsel. [Shareholder] agrees to promptly notify Norbord and/or West Fraser, as applicable, of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

3.4 In the event of a stock split, stock dividend or distribution, or any change in the West Fraser Shares by reason of a stock split, reverse stock split, recapitalization, combination, reclassification, readjustment, exchange of shares or the like, the term “West Fraser Subject Securities” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such securities may be changed or exchanged or which are received in the transaction and any consideration payable in respect of such West Fraser Subject Securities shall be adjusted pursuant to Section 2.17 of the Arrangement Agreement.

ARTICLE 4

AGREEMENT TO VOTE AND SUPPORT

4.1 [Shareholder] hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the termination of this Agreement pursuant to Article 9:

(a) it shall attend (either in person or by proxy) the West Fraser Meeting (including any adjournments and postponements thereof) and, at the West Fraser Meeting, vote or cause to be voted the West Fraser Subject Securities in favour of the Transaction, including, without limitation, by voting in favour of the West Fraser Resolution and any other matter that could reasonably be expected to facilitate the Transaction;

(b) it shall vote or cause to be voted (either in person or by proxy) at any meeting of the securityholders of West Fraser the West Fraser Subject Securities against, or not tender or cause to be tendered the West Fraser Subject Securities to,

G - 4 ARRANGEMENT AGREEMENT

(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of West Fraser or similar transaction involving West Fraser or the West Fraser Shares other than the Transaction and any transaction related thereto;

(ii) the issuance of any securities of West Fraser other than in connection with the Transaction and any transaction related thereto;

(iii) any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction (including against any Acquisition Proposal in respect of West Fraser) at any meeting of the securityholders of West Fraser, called for the purpose of considering same; or

(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of West Fraser in the Arrangement Agreement;

(c) if [Shareholder] is the holder of record of the West Fraser Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered to West Fraser, with a copy to Norbord concurrently, a duly executed irrevocable proxy or proxies in respect of the West Fraser Subject Securities directing the holder of such proxy or proxies to vote in favour of the Transaction and/or any matter that could reasonably be expected to facilitate the Transaction;

(d) if [Shareholder] is the beneficial owner of the West Fraser Subject Securities, no later than 10 Business Days prior to the date of the West Fraser Meeting, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it or its affiliates holds its beneficial interest in the West Fraser Subject Securities (provided that if it or any of its affiliates is a non-objecting beneficial owner, such voting instructions shall be delivered directly to West Fraser), with a copy to Norbord concurrently, instructing that the West Fraser Subject Securities be voted at the West Fraser Meeting in favour of the Transaction and/or any matter that could reasonably be expected to facilitate the Transaction; and

(e) such proxy or proxies and voting instruction form or forms delivered pursuant to Section 4.1(c) and Section 4.1(d) shall name those individuals as may be designated by West Fraser in the West Fraser Circular and shall not be revoked without the written consent of Norbord in respect of the West Fraser Subject Securities.

4.2 If, in lieu of the Transaction, each of Norbord and West Fraser determines in its good faith judgement that it is necessary or desirable to complete the acquisition of all of the Norbord Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides the same,

G - 5 ARRANGEMENT AGREEMENT

or better, financial treatment to all affected parties and the financial implications (including tax) are the same or better for [Shareholder] than as contemplated by the Arrangement Agreement, (b) is initiated on or prior to the Outside Date and is capable of being completed on or prior to the Outside Date, and (c) is otherwise on terms and conditions no more onerous to [Shareholder] than the terms of the Transaction, including any take-over bid (any such transaction, an “Alternative Transaction”), then during the term of this Agreement [Shareholder] may, on its own accord, and will, upon written request of Norbord, support the completion of such Alternative Transaction in the same manner as the Transaction in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (a) voting or causing to be voted all of the West Fraser Subject Securities (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by Norbord; and (b) delivering or causing the delivery of any duly executed items, instruments, documents and agreements required as conditions to consummate an Alternative Transaction.

ARTICLE 5

FIDUCIARY OBLIGATIONS

5.1 Notwithstanding any other provision of this Agreement, Norbord hereby agrees and acknowledges that [Shareholder] is bound hereunder solely in its capacity as a securityholder of West Fraser and that the provisions hereof shall not be deemed or interpreted to bind any employee, officer or director of [Shareholder] in his or her capacity as a director or officer of West Fraser. If any employee, officer or director of [Shareholder] is also a director of West Fraser, Norbord acknowledges and agrees that any such employee, officer or director may vote in his or her capacity as a director of West Fraser in favour of a Superior Proposal in respect of West Fraser as contemplated in the Arrangement Agreement and any such vote shall not be a violation of this Section 6.1.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF [SHAREHOLDER]

6.1 [Shareholder] represents, warrants and, where applicable, covenants to Norbord as follows and acknowledges that Norbord is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:

(a) [Shareholder] has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement;

(b) this Agreement has been duly executed and delivered by [Shareholder] and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation, enforceable by the other parties hereto against it in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

G - 6 ARRANGEMENT AGREEMENT

(c) [Shareholder] (i) is the legal and beneficial owner of record, (ii) is the beneficial owner exercising control and direction over (but not the holder of record of) or (iii) exercises control over, the West Fraser Subject Securities with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

(d) [Shareholder] does not own, either as legal and beneficial owner of record or beneficial owner exercising control and direction over (but not the holder of record), any Norbord Shares, nor does [Shareholder] exercise control over any Norbord Shares;

(e) [Shareholder] has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of West Fraser Subject Securities now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) any West Fraser Subject Securities hereafter acquired by it;

(f) [Shareholder] has the sole right to vote (or cause to be voted) all the West Fraser Subject Securities now held, and will have the right to vote (or cause to be voted) all West Fraser Subject Securities hereafter acquired by it;

(g) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from [Shareholder] of any of the West Fraser Subject Securities or any interest therein or right thereto, including without limitation any right to vote, except pursuant to this Agreement;

(h) West Fraser Subject Securities are the only securities of West Fraser or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by [Shareholder] and its affiliates (excluding any affiliates engaged in the business of cash management and investing activities on behalf of third parties);

(i) [Shareholder] and its affiliates (excluding any affiliates engaged in the business of cash management and investing activities on behalf of third parties) have no agreements or options, or rights or privileges (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by [Shareholder] and such affiliates of additional securities of West Fraser; and

(j) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of [Shareholder], threatened against [Shareholder] or its affiliates that would adversely affect in any manner the ability of [Shareholder] to enter into this Agreement and to perform its obligations hereunder.

G - 7 ARRANGEMENT AGREEMENT

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF NORBORD

7.1 Norbord represents, warrants and, where applicable, covenants to [Shareholder] as follows and acknowledges that [Shareholder] is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

(a) Norbord is validly existing under the laws of Canada and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) the execution and delivery of this Agreement by Norbord and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;

(c) this Agreement has been duly executed and delivered by Norbord and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation, enforceable by [Shareholder] against it in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; and

(d) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of Norbord, threatened against it or its affiliates that would adversely affect in any manner the ability of Norbord to enter into this Agreement or the Arrangement Agreement and to perform its respective obligations hereunder or thereunder.

ARTICLE 8

TERMINATION

8.1 This Agreement will continue in full force and effect until terminated in accordance with the earliest to occur of the following events:

(a) this Agreement will terminate on the date upon which all of the parties to this Agreement mutually agree in writing to terminate this Agreement;

(b) in the event that the Transaction is completed in accordance with the Arrangement Agreement;

(c) this Agreement will terminate automatically in the event of termination of the Arrangement Agreement provided that if Norbord provides written notice to [Shareholder] of the intention of Norbord and West Fraser to complete an Alternative Transaction prior to or concurrent with the termination of the Arrangement Agreement, this Agreement will terminate automatically on the

G - 8 ARRANGEMENT AGREEMENT

Outside Date in the event that the Alternative Transaction is not completed by the Outside Date;

(d) this Agreement will terminate on written notice by [Shareholder] to Norbord in the event that:

(i) West Fraser makes a West Fraser Change in Recommendation in the circumstances contemplated by and in compliance with Section 7.7(b)(ii) of the Arrangement Agreement in respect of a Material Adverse Effect with respect to Norbord;

(ii) the Arrangement Agreement is amended to reduce or adversely change the Consideration or is amended in any other respect that is materially adverse to [Shareholder], provided that:

(A) any amendment to the Arrangement or adjustment to the Consideration permitted pursuant to Section 2.1 of this Agreement will not entitle [Shareholder] to terminate this Agreement under this Section 8.1(d)(ii); and

(B) the waiver by either West Fraser or Norbord of any condition to closing of the Transaction, other than the conditions to closing of the Transaction set forth in Section 6.2(c) of the Arrangement Agreement, provided for in the Arrangement Agreement will not be considered an amendment to the Arrangement Agreement entitling [Shareholder] to terminate this Agreement under this Section 8.1(d)(ii);

(e) this Agreement may be terminated by either Norbord or [Shareholder] upon written notice to the other in the event that the Transaction is not completed in accordance with the Arrangement Agreement by the Outside Date, as such date may be extended in accordance with the Arrangement Agreement.

ARTICLE 9

PUBLICITY

9.1 After such time as one or both of Norbord and/or West Fraser has publicly disclosed the existence of the Transaction by way of press release or other public disclosure, [Shareholder] and/or any of its affiliates may disclose and publicize the existence of and information related to the Transaction, including by way of press release or other means of public disclosure, without notice to or consent from Norbord.

G - 9 ARRANGEMENT AGREEMENT

ARTICLE 10

GENERAL

10.1 The parties shall promptly execute and deliver all such further documents and instruments and do all such acts and things as the other parties may reasonably require to effectively carry out the intent of this Agreement, in each case at the requesting party’s cost.

10.2 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

10.3 Time shall be of the essence of this Agreement.

10.4 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by e-mail or other electronic transmission:

(a) in the case of [Shareholder]:

[SHAREHOLDER]

[Address]

Attention:   ∎

E-mail:       ∎

(b) in the case of Norbord:

NORBORD INC.

1 Toronto Street, Suite 600

Toronto, ON

M5C 2W4

Attention: Robin Lampard, Senior Vice President and CFO

E-mail: [Redacted – personal information]

or at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a Business Day, on the next following Business Day).

10.5 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.

10.6 Each of the parties hereto agrees with the others that: (i) if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached

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by any of the parties, the other parties would suffer irreparable damage; (ii) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (iii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (iv) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

10.7 No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

10.8 This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

10.9 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[Signature page follows]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

NORBORD INC.
Per:
	Name:
	Title:
[SHAREHOLDER]
Per:
	Name:
	Title:
Per:
	Name:
	Title:

G - 12 ARRANGEMENT AGREEMENT

SCHEDULE “A”

Ownership or Control/Direction of West Fraser Subject Securities

Name of Entity	Number of West Fraser Subject Securities Owned or Controlled
[Shareholder]	Common Share ∎ Class B Shares  ∎

G - 13 ARRANGEMENT AGREEMENT

EX-99.46

Exhibit 99.46

Execution Version

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT made the 18th, day of November, 2020.

AMONG:

BROOKFIELD ASSET MANAGEMENT INC.,

a corporation existing under the laws of the Province of Ontario,

(hereinafter called “Brookfield Parent”)

- and -

each of the affiliated entities of Brookfield Parent that has executed this Agreement on the signature pages hereof

(together, the “Brookfield Affiliates”)

(Brookfield and the Brookfield Affiliates are collectively referred to herein as “Brookfield”),

- and -

NORBORD INC.,

corporation existing under the laws of Canada

(hereinafter called “Norbord”),

-and-

WEST FRASER TIMBER CO. LTD.,

a corporation existing under the laws of British Columbia

(hereinafter called “West Fraser”),

WHEREAS:

A. Brookfield is the owner of, or has the power to control or direct, the securities of Norbord listed in Schedule A hereto (the “Norbord Subject Securities”);

B. West Fraser and Norbord are concurrently herewith entering into an arrangement agreement (the “Arrangement Agreement”) which provides for, among other things, West Fraser directly or indirectly acquiring all of the outstanding common shares of Norbord (the “Norbord Shares”) in a transaction (the “Transaction”) from the shareholders of Norbord (the “Norbord Shareholders”);

C. This Agreement sets out the terms and conditions of the agreement of Brookfield to, among other things:

(i) vote or cause to be voted the Norbord Subject Securities in favour of the Transaction and any other matter that could reasonably be expected to facilitate the Transaction;

(ii) support West Fraser following the completion of the Transaction; and

(iii) abide by the restrictions and covenants set forth herein; and

D. Norbord and West Fraser are relying on the covenants, representations and warranties of Brookfield set forth in this Agreement in connection with their execution and delivery of the Arrangement Agreement.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement. All references herein to the Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as it may be amended or modified from time to time subsequent to the date hereof.

1.2 For greater certainty, this Agreement and all covenants of Brookfield herein shall not apply to:

(a) any portfolio company of Brookfield Parent or its affiliates (as defined in National Instrument 45-106 – Prospectus Exemptions) or any public or private investment vehicle or program managed by Brookfield Parent or any subsidiary thereof, or

(b) any subsidiary or affiliate (as defined in National Instrument 45-106 – Prospectus Exemptions) of Brookfield Parent in respect of which an actual or virtual information barrier is in place, or in respect of which there is no coordination or consultation in respect of investment decisions.

ARTICLE 2

THE TRANSACTION

2.1 Norbord and West Fraser each hereby covenant and irrevocably agree that it shall not, without the prior written consent of Brookfield, change the amount or form of Consideration, provided that neither Norbord nor West Fraser shall require Brookfield’s prior written consent to:

(a) any adjustment to the Consideration made pursuant to Section 2.17 of the Arrangement Agreement; or

(b) any change to the Consideration proposed by West Fraser pursuant to Section 7.4(b) of the Arrangement Agreement in response to a Norbord Superior Proposal Notice (without imposing any obligation on West Fraser to make any such change).

2.2 West Fraser acknowledges that Brookfield may act as a Representative of Norbord under the Arrangement Agreement subject to the following conditions, and Brookfield agrees that it will only act as a Representative of Norbord under the Arrangement Agreement in accordance with the following conditions:

(a) Brookfield will act as agent for Norbord in connection with any actions taken by Brookfield as a Representative of Norbord, and

(b) to the extent that Brookfield acts as a Representative of Norbord under the Arrangement Agreement, it will comply with the agreements governing Representatives of Norbord under the Arrangement Agreement.

ARTICLE 3

INTERIM COVENANTS OF BROOKFIELD

3.1    Brookfield hereby covenants and irrevocably agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 9:

(a) not, except to the extent permitted by Section 2.2 of this Agreement, directly or indirectly,

(i) solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers regarding any Acquisition Proposal in respect of Norbord;

(ii) engage in any discussions or negotiations with any Person regarding any Acquisition Proposal in respect of Norbord;

(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement or undertaking related to any Acquisition Proposal in respect of Norbord;

(iv) provide any confidential information relating to Norbord to any Person or group in connection with any Acquisition Proposal in respect of Norbord, or

(v) otherwise co-operate in any way with any effort or attempt by any other Person or group to do or seek to do any of the foregoing (subject, in all cases, to Section 6.1 of this Agreement);

(b) immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any Person or group or any agent or representative of any Person or group conducted before the date of this Agreement with respect to any Acquisition Proposal in respect of Norbord;

(c) not, except with the prior written consent of West Fraser, solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers or engage in any discussions or negotiations in respect of any sale (or other arrangement having the same economic effect as a sale) of the Norbord Subject Securities;

(d) not, directly or indirectly option, sell, transfer, pledge, encumber, hedge, swap, grant a security interest in, hypothecate or enter into any monetization transaction (or other arrangement having the same economic effect as a sale) with respect to any of the Norbord Subject Securities, as applicable, or any right or interest therein, to any Person or group, except (i) with the prior written consent of Norbord and West Fraser, (ii) as expressly permitted under this Agreement or (iii) to a Brookfield affiliate, provided that and subject to such affiliate entering into an agreement with West Fraser and Norbord confirming its agreement to be bound by all of the terms and conditions of this Agreement;

(e) not grant or agree to grant any proxy, power of attorney or other right to vote the Norbord Subject Securities, except for proxies or voting instructions to vote, or cause to be voted, securities granted in accordance with this Agreement;

(f) not, except with the prior written consent of Norbord and West Fraser, requisition or join in the requisition of any meeting of the securityholders of Norbord for the purpose of considering any resolution other than the Arrangement Resolution;

(g) not, except to the extent permitted by Section 2.2 of this Agreement, solicit, arrange or provide assistance to any other Person to arrange for the solicitation of proxies relating to or purchases of or offers to sell Norbord Shares or securities convertible into or exchangeable or exercisable for, or representing, Norbord Shares or act in concert or jointly with any other Person for the purpose of acquiring any Norbord Shares or securities convertible into or exchangeable or exercisable for, or representing, Norbord Shares, in each case for the purpose of influencing the voting of Norbord Shares or affecting the control of Norbord, other than, in the case of proxy solicitation, in support of the Plan of Arrangement and the Transaction;

(h) not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Arrangement; and

(i) not do indirectly that which it may not do directly by the terms of this Article 3.

3.2 Brookfield agrees not to exercise any Dissent Rights in respect of the Transaction, contest the approval of the Transaction by any Governmental Entity or exercise any other rights or remedies available at common law or pursuant to applicable corporate or securities laws or other registrations or, except to the extent permitted by Section 2.2 of this Agreement, take any action that is reasonably likely to in any manner impede, delay, postpone, hinder, prevent or challenge the Transaction. For greater certainty, nothing in this Section 3.2 shall prohibit or prevent Brookfield from enforcing this Agreement or exercising its rights hereunder.

3.3 Brookfield irrevocably and unconditionally consents to the details of this Agreement being set out in the Norbord Circular and the West Fraser Circular and, to the extent required pursuant

to applicable securities laws, to this Agreement being made publicly available, including by filing on SEDAR. Without limiting the foregoing, Brookfield (a) consents to and authorizes the publication and disclosure by each of Norbord and West Fraser of its identity and holding of Norbord Subject Securities, the nature of its commitments and obligations under this Agreement and any other information that Norbord or West Fraser, as applicable, reasonably determines is required to be disclosed by applicable Law in any press release, the Norbord Circular, the West Fraser Circular or any other disclosure document in connection with the Transaction and any transactions contemplated by the Arrangement Agreement and (b) agrees promptly to give to Norbord and/or West Fraser, as applicable, any information they may reasonably require for the preparation of any such disclosure documents. Brookfield and its legal counsel shall be given a reasonable opportunity to review and comment on any information pertaining to it, its affiliates and funds managed by it (other than Norbord and its respective subsidiaries) contained in any such disclosure document prior to such disclosure document being publicly disseminated and reasonable consideration shall be given to any comments made by Brookfield and its legal counsel. Brookfield agrees to promptly notify Norbord and/or West Fraser, as applicable, of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

3.4 In the event of a stock split, stock dividend or distribution, or any change in the Norbord Shares by reason of a stock split, reverse stock split, recapitalization, combination, reclassification, readjustment, exchange of shares or the like, the term “Norbord Subject Securities” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in the transaction and any consideration payable in respect of such Norbord Subject Securities shall be adjusted pursuant to Section 2.17 of the Arrangement Agreement.

ARTICLE 4

AGREEMENT TO VOTE AND SUPPORT

4.1 Brookfield hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the termination of this Agreement pursuant to Article 9:

(a) it shall attend (either in person or by proxy) the Norbord Meeting (including any adjournments and postponements thereof) and, at the Norbord Meeting, vote or cause to be voted the Norbord Subject Securities in favour of the Transaction, including, without limitation, by voting in favour of the Arrangement Resolution and any other matter necessary for the completion of the Transaction (including in favour of all matters recommended by the management of Norbord to the extent not otherwise inconsistent with the terms of this Agreement);

(b) it shall vote or cause to be voted (either in person or by proxy) at any meeting of the securityholders of Norbord the Norbord Subject Securities against, or not tender or cause to be tendered the Norbord Subject Securities to,

(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over

bid, sale or transfer of a material amount of assets of Norbord or similar transaction involving Norbord or the Norbord Shares other than the Transaction and any transaction related thereto;

(ii) the issuance of any securities of Norbord other than in connection with the Transaction and any transaction related thereto;

(iii) any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction (including against any Acquisition Proposal in respect of Norbord) at any meeting of the securityholders of Norbord, called for the purpose of considering same; or

(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of Norbord in the Arrangement Agreement;

(c) if Brookfield Parent or any Brookfield Affiliate is the holder of record of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered to Norbord, with a copy to West Fraser concurrently, a duly executed irrevocable proxy or proxies in respect of the Norbord Subject Securities directing the holder of such proxy or proxies to vote in favour of the Transaction and/or any matter necessary for the completion of the Transaction;

(d) if Brookfield Parent or any Brookfield Affiliate is the beneficial owner of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it or its affiliates holds its beneficial interest in the Norbord Subject Securities (provided that if it or any of its affiliates is a non-objecting beneficial owner, such voting instructions shall be delivered directly to Norbord), with a copy to West Fraser concurrently, instructing that the Norbord Subject Securities be voted at the Norbord Meeting in favour of the Transaction and/or any matter necessary for the completion of the Transaction; and

(e) such proxy or proxies and voting instruction form or forms delivered pursuant to Section 4.1(c) and Section 4.1(d) shall name those individuals as may be designated by Norbord in the Norbord Circular and shall not be revoked without the written consent of West Fraser in respect of the Norbord Subject Securities.

4.2 If, in lieu of the Transaction, each of Norbord and West Fraser determines in its good faith judgement that it is necessary or desirable to complete the acquisition of all of the Norbord Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) are the same or better for Brookfield than as contemplated by the Arrangement Agreement, (b) is initiated on or prior to the Outside Date and is capable of being completed on or prior to the Outside Date, and (c) is otherwise on terms and conditions no more onerous to Brookfield than the terms

of the Transaction, including any take-over bid (any such transaction, an “Alternative Transaction”), then during the term of this Agreement Brookfield may, on its own accord, and will, upon written request of Norbord and West Fraser, support the completion of such Alternative Transaction in the same manner as the Transaction in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (a) voting or causing to be voted all of the Norbord Subject Securities (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by West Fraser; and (b) delivering or causing the delivery of any duly executed items, instruments, documents and agreements required as conditions to consummate an Alternative Transaction.

ARTICLE 5

POST-TRANSACTION COVENANTS OF BROOKFIELD

5.1 Brookfield hereby covenants and irrevocably agrees that, from the Effective Time until the first date following the date of the 2021 annual general meeting of the shareholders of West Fraser (the “West Fraser 2021 AGM”):

(a) it shall attend (either in person or by proxy) the West Fraser 2021 AGM (including any adjournments and postponements thereof) and, at the West Fraser 2021 AGM, vote or cause to be voted all West Fraser Consideration Shares held by Brookfield at that time in favour of the following matters in accordance with the recommendations of management of West Fraser as set out in the information circular (the “West Fraser AGM Circular”) for the West Fraser 2021 AGM (the “2021 AGM Ordinary Course Matters”):

(i) the election of directors to the West Fraser Board;

(ii) appointment of auditors:

(iii) the receipt and approval of financial statements;

(iv) the adoption of or amendment to any reasonable director, officer or employee equity compensation plan, including any stock option plan, DSU plan or PSU plan that is unanimously approved and recommended by the board of directors of West Fraser; and

(v) the advisory vote on executive compensation (Say on Pay), provided that such executive compensation has been unanimously approved and recommended by the board of directors of West Fraser;

(b) if Brookfield is the holder of record of the West Fraser Consideration Shares, no later than five Business Days prior to the date of the West Fraser 2021 AGM, it shall deliver or cause to be delivered to West Fraser a duly executed irrevocable proxy or proxies in respect of the West Fraser Consideration Shares directing the holder of such proxy or proxies to vote in favour of the 2021 AGM Ordinary Course Matters;

(c) if Brookfield is the beneficial owner of the West Fraser Consideration Shares, no later than five Business Days prior to the date of the West Fraser 2021 AGM, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it holds its beneficial interest in the West Fraser Consideration Shares (provided that if it is a non-objecting beneficial owner, such voting instructions shall be delivered directly to West Fraser), with a copy to West Fraser concurrently, instructing that the West Fraser Consideration Shares be voted at the West Fraser 2021 AGM in favour of the 2021 AGM Ordinary Course Matters; and

(d) such proxy or proxies and voting instruction form or forms delivered pursuant to Section 5.1(b) and Section 5.1(c) shall name those individuals as may be designated by West Fraser in the West Fraser AGM Circular and shall not be revoked without the written consent of West Fraser in respect of the West Fraser Consideration Shares.

ARTICLE 6

FIDUCIARY OBLIGATIONS

6.1 Notwithstanding any other provision of this Agreement, each of Norbord and West Fraser hereby agrees and acknowledges that Brookfield is bound hereunder solely in its capacity as a securityholder of Norbord and that the provisions hereof shall not be deemed or interpreted to bind any employee, officer or director of Brookfield in his or her capacity as a director or officer of Norbord. If any employee, officer or director of Brookfield is also a director of Norbord, Norbord and West Fraser each acknowledges and agrees that any such employee, officer or director may vote in his or her capacity as a director of Norbord in favour of a Superior Proposal in respect of Norbord as contemplated in the Arrangement Agreement and any such vote shall not be a violation of this Agreement.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF BROOKFIELD

7.1 Brookfield represents, warrants and, where applicable, covenants to Norbord and West Fraser as follows and acknowledges that each of Norbord and West Fraser are relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:

(a) Brookfield has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement;

(b) this Agreement has been duly executed and delivered by Brookfield and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation, enforceable by the other parties hereto against it in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(c) Brookfield (i) is the legal and beneficial owner of record, (ii) is the beneficial owner exercising control and direction over (but not the holder of record of) or (iii) exercises control over, the Norbord Subject Securities with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

(d) except as would not have a material effect on Brookfield’s ability to fulfill its obligations hereunder, Brookfield does not own, either as legal and beneficial owner of record or beneficial owner exercising control and direction over (but not the holder of record), any West Fraser Shares, nor does Brookfield exercise control over any West Fraser Shares (other than West Fraser Shares acquired by any affiliates of Brookfield engaged in the business of cash management and investing activities on behalf of third parties);

(e) Brookfield has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of the Norbord Subject Securities, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) any Norbord Subject Securities hereafter acquired by it;

(f) Brookfield has the sole right to vote (or cause to be voted) all of the Norbord Subject Securities;

(g) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from Brookfield of any of the Norbord Subject Securities or any interest therein or right thereto, including without limitation any right to vote, except pursuant to this Agreement;

(h) the Norbord Subject Securities are the only securities of Norbord or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by Brookfield and its affiliates (excluding any affiliates engaged in the business of cash management and investing activities on behalf of third parties);

(i) Brookfield and its affiliates (excluding any affiliates engaged in the business of cash management and investing activities on behalf of third parties) have no agreements or options, or rights or privileges (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by Brookfield and such affiliates of additional securities of Norbord; and

(j) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of Brookfield, threatened against Brookfield or its affiliates that would adversely affect in any manner the ability of Brookfield to enter into this Agreement and to perform its obligations hereunder.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES OF NORBORD AND WEST FRASER

8.1 Each of Norbord and West Fraser, in respect of itself only, represents, warrants and, where applicable, covenants to Brookfield as follows and acknowledges that Brookfield is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

(a) Norbord is validly existing under the laws of Canada and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) West Fraser is validly existing under the laws of British Columbia and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(c) the execution and delivery of this Agreement by each of Norbord and West Fraser and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;

(d) this Agreement has been duly executed and delivered by each of Norbord and West Fraser and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation, enforceable by Brookfield against it in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; and

(e) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of each of Norbord and West Fraser, threatened against it or its affiliates that would adversely affect in any manner the ability of Norbord and West Fraser to enter into this Agreement or the Arrangement Agreement and to perform its respective obligations hereunder or thereunder.

ARTICLE 9

TERMINATION

9.1 This Agreement will terminate and be of no further force and effect on the earliest to occur of the following events:

(a) the date upon which all of the parties to this Agreement mutually agree in writing to terminate this Agreement;

(b) in the event that the Transaction is completed in accordance with the Arrangement Agreement and subject to Section 9.2, the termination or expiration of the post-Transaction covenants set forth in Section 5.1;

(c) the termination of the Arrangement Agreement in accordance with its terms, provided that if Norbord and West Fraser provide written notice to Brookfield of their intention to complete an Alternative Transaction prior to or concurrent with the termination of the Arrangement Agreement, this Agreement will terminate automatically on the Outside Date in the event that the Alternative Transaction is not completed by the Outside Date;

(d) written notice by Brookfield to Norbord and West Fraser in the event that:

(i) Norbord makes a Norbord Change in Recommendation in the circumstances contemplated by and in compliance with Section [7.3(b)(ii)] of the Arrangement Agreement in respect of a Material Adverse Effect with respect to West Fraser; or

(ii) the Arrangement Agreement is amended to reduce or adversely change the Consideration or is amended in any other respect that is materially adverse to Brookfield, provided that:

(A) any amendment to the Arrangement or adjustment to the Consideration that in each case is permitted pursuant to Section 2.1 of this Agreement will not entitle Brookfield to terminate this Agreement under this Section 9.1(d)(ii); and

(B) the waiver by either West Fraser or Norbord of any condition to closing of the Transaction provided for in the Arrangement Agreement, other than the conditions to closing of the Transaction set forth in Section [6.3(c)] of the Arrangement Agreement, will not be considered an amendment to the Arrangement Agreement entitling Brookfield to terminate this Agreement under this Section 9.1(d)(ii); and

(e) this Agreement may be terminated by any of Norbord, West Fraser or Brookfield upon written notice to the others in the event that the Transaction is not completed in accordance with the Arrangement Agreement by the Outside Date, as such date may be extended in accordance with the Arrangement Agreement.

9.2 In the event that the Transaction is completed in accordance with the Arrangement Agreement, all obligations of Brookfield under this Agreement will terminate other than the post-Transaction obligations under Section 5.1, which will continue in full force and effect until the expiration or termination of the covenants contained therein.

ARTICLE 10

PUBLICITY

10.1 After such time as one or both of Norbord and/or West Fraser has publicly disclosed the existence of the Transaction by way of press release or other public disclosure, Brookfield and/or any of its affiliates may disclose and publicize the existence of and information related to the

Transaction, including by way of press release or other means of public disclosure, without notice to or consent from either Norbord or West Fraser.

ARTICLE 11

GENERAL

11.1 The parties shall promptly execute and deliver all such further documents and instruments and do all such acts and things as the other parties may reasonably require to effectively carry out the intent of this Agreement, in each case at the requesting party’s cost.

11.2 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

11.3 Time shall be of the essence of this Agreement.

11.4 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by e-mail or other electronic transmission:

(a) in the case of Brookfield:

BROOKFIELD ASSET MANAGEMENT INC.

181 Bay Street, Suite 300

P.O. Box 762

Toronto, ON

M5J 2T3

Attention:            Kathy Sarpash

E-mail:                 [Redacted – personal information]

(b) in the case of Norbord:

NORBORD INC.

1 Toronto Street, Suite 600

Toronto, ON

M5C 2W4

Attention:            Robin Lampard, Senior Vice President and CFO

E-mail:                  [Redacted – personal information]

(c) in the case of West Fraser:

WEST FRASER TIMBER INC.

858 Beatty Street, Suite 501

Vancouver, BC

V6B 1C1

Attention:            Chris Virostek, Vice-President, Finance and CFO

E-mail:                  [Redacted – personal information]

or at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a Business Day, on the next following Business Day).

11.5 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

11.6 Each of the parties hereto agrees with the others that: (i) if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by any of the parties, the other parties would suffer irreparable damage; (ii) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (iii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (iv) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

11.7 No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

11.8 This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

11.9 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

WEST FRASER TIMBER CO. LTD.
Per:	/s/ Raymond W. Ferris
	Name: Raymond W. Ferris
	Title: President and CEO
NORBORD INC.
Per:	/s/ Peter Wijnbergen
	Name: Peter Wijnbergen
	Title: President & CEO
NORBORD INC.
Per:	/s/ Robin Lampard
	Name: Robin Lampard
	Title: Senior Vice President & CFO
BROOKFIELD ASSET MANAGEMENT INC.
Per:	/s/ Kathy Sarpash
	Name: Kathy Sarpash
	Title: Senior Vice President, Legal & Regulatory

BROOKFIELD INVESTMENTS CORPORATION
Per:	/s/ Tom Corbett
	Name: Tom Corbett
	Title: Vice President and Chief Financial Officer
BPE OSB INVESTMENT HOLDING LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
Per:	/s/ A.J. Silber
	Name: A.J. Silber
	Title: Director
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
Per:	/s/ A.J. Silber
	Name: A.J. Silber
	Title: Director

BROOKFIELD CAPITAL PARTNERS II L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS II GP L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
Per:	/s/ A.J. Silber
	Name: A.J. Silber
	Title: Director

SCHEDULE “A”

Ownership or Control/Direction of Norbord Subject Securities

Name of Brookfield Entity	Number of Norbord Subject Securities Owned or Controlled
BROOKFIELD INVESTMENTS CORPORATION		16,724,709
BPE OSB INVESTMENT HOLDING LP		11,359,634
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP		1,276,670
BROOKFIELD CAPITAL PARTNERS II L.P.		5,426,522

EX-99.47

Exhibit 99.47

FORM 51–102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

West Fraser Timber Co. Ltd.

501-858 Beatty Street

Vancouver, BC

V6B 1C1

Item 2 Date of Material Change

November 19, 2020

Item 3 News Release

West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) disseminated a joint news release with Norbord Inc. (“Norbord”) in respect of the material change on November 19, 2020 via Canada Newswire. The joint news release was filed on SEDAR on November 19, 2020.

Item 4 Summary of Material Change

On November 18, 2020, West Fraser entered into an arrangement agreement (the “Arrangement Agreement”) with Norbord Inc. (“Norbord”) pursuant to which West Fraser will acquire all of the issued and outstanding common shares of Norbord (“Norbord Shares”) by way of a court-approved plan of arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act (collectively, the “Transaction”). The Transaction will result in holders of Norbord Shares (“Norbord Shareholders”) receiving 0.675 of a West Fraser common share (“West Fraser Share”) in respect of each Norbord Share held.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On November 18, 2020, West Fraser entered into the Arrangement Agreement with Norbord pursuant to which West Fraser agreed to acquire all of the issued and outstanding Norbord Shares. The Transaction will be implemented by way of the Plan of Arrangement and is subject to certain conditions as described in more detail below.

Transaction Terms

Pursuant to the Transaction, Norbord Shareholders will receive 0.675 (the “Exchange Ratio”) of a West Fraser Share for each Norbord Share held, which equates to C$49.35 (US$37.78) per Norbord Share, based on the closing price of West Fraser Shares on November 18, 2020. Upon closing, current West Fraser shareholders will own approximately 56% of the Company, with current Norbord shareholders owning approximately 44%. The total value of the Transaction is approximately C$4.0 billion (US$3.1 billion).

Conditions to Completion

The Transaction will be implemented by way of a Plan of Arrangement under the Canada Business Corporations Act (the “Arrangement”) and will require the approval of 66-²/₃% of the votes cast by the holders of Norbord Shares present in person or represented by proxy at a special meeting of Norbord shareholders to be held to consider the proposed Transaction (the “Norbord Meeting”).

The completion of the Transaction will also require approval under the policies of the Toronto Stock Exchange (“TSX”) of a simple majority of the votes cast by the holders of West Fraser Shares and West Fraser’s Class B shares, voting together, present in person or represented by proxy at a special meeting of West Fraser shareholders in respect of the issuance of West Fraser Shares under the Transaction (the “West Fraser Meeting”).

The Transaction is also subject to: (i) the approval of the Ontario Superior Court of Justice, (ii) the conditional approval of the listing of the West Fraser Shares issued to Norbord Shareholders on the TSX, (iii) holders of not more than 5% of the Norbord Shares having validly exercised, and not withdrawn, dissent rights; (iv) the receipt of regulatory approvals, including under the Competition Act (Canada), the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States and German competition laws and (v) other customary closing conditions.

The completion of the Transaction will also be subject to the listing of West Fraser Shares on the New York Stock Exchange (“NYSE”). As a result, U.S. shareholders of Norbord who receive West Fraser Shares upon completion of the Arrangement can expect to trade such shares on the NYSE.

Representations, Warranties and Covenants

The Arrangement Agreement contains customary representations and warranties made by each of West Fraser and Norbord and also contains customary covenants, including, among others, agreements by West Fraser and Norbord to conduct their respective businesses in the ordinary course and consistent with past practice during the period between the execution of the Arrangement Agreement and the effective date of the Transaction and to not engage in certain kinds of transactions or take certain actions during this period unless consented to in writing by the other party. The Arrangement Agreement also provides that if a dividend is declared by Norbord in excess of C$0.60 per quarter or by West Fraser in excess of C$0.30 per quarter during the interim period, the Exchange Ratio will be adjusted in accordance with the provisions of the Arrangement Agreement to account for such dividend. In addition, each party has agreed to use its commercially reasonable efforts to obtain all required regulatory approvals (including competition approvals), subject to the exceptions and limitations outlined in the Arrangement Agreement.

Non-Solicitation and Termination Fee

Each of West Fraser and Norbord have agreed not to solicit, assist, initiate, encourage or knowingly facilitate an Acquisition Proposal (as defined in the Arrangement Agreement) from any third party. Each party and its representatives may respond to certain unsolicited Superior Proposals (as defined in the Arrangement Agreement) subject to certain requirements outlined in the Arrangement Agreement and notification to the other party, who has the right to match any Superior Proposal within a five business day match period. The Arrangement Agreement provides for a reciprocal termination fee of C$110 million that may be payable by either West Fraser or Norbord in certain circumstances.

2

Voting Support Agreements

Norbord’s principal shareholder, Brookfield Asset Management Inc. and certain of its controlled affiliates (“Brookfield”) have entered into a voting and support agreement (the “Brookfield Support Agreement”), pursuant to which Brookfield has agreed to vote all of its Norbord Shares, representing approximately 43% of the outstanding Norbord Shares, in favour of the Transaction at the Norbord Meeting. Under the Brookfield Support Agreement, Brookfield has also agreed to vote in favour of the recommendations of West Fraser management in connection with ordinary course matters at the 2021 annual general meeting of West Fraser shareholders.

Certain affiliates of members of the Ketcham family have entered into voting and support agreements with Norbord pursuant to which they have agreed to vote a total of 13,013,800 shares of West Fraser, including Class B shares, representing approximately 19% of the outstanding shares of West Fraser, in favour of the Transaction at the West Fraser Meeting.

Each of the directors and named executive officers of Norbord, who together hold or exercise control or direction over approximately 242,197 Norbord Shares, representing approximately 0.3% of the issued and outstanding Norbord Shares, have entered into support agreements with West Fraser pursuant to which they have agreed to vote their Norbord Shares in favour of the Transaction.

Each of the directors and named executive officers of West Fraser, who together hold or exercise control or direction over approximately 1,474,830 shares of West Fraser, representing approximately 2.1% of the issued and outstanding shares of West Fraser, have entered into support agreements with Norbord pursuant to which they have agreed to vote their shares of West Fraser in favour of the Transaction.

Management and Board of Directors

West Fraser will continue to be led by Raymond Ferris as President and Chief Executive Officer and Chris Virostek as Chief Financial Officer. Upon completion of the Transaction, Peter Wijnbergen will be appointed President, Engineered Wood, responsible for the company’s OSB, plywood, particleboard, MDF and veneer operations. Sean McLaren, currently West Fraser’s Vice-President, U.S. Lumber, will be appointed President, Solid Wood, responsible for all of the company’s lumber operations.

Hank Ketcham, the current Chair of the board of directors of West Fraser, will continue to serve as the Chair of the board of directors. At closing, two of Norbord’s current independent directors will join the board of directors of West Fraser.

Fairness Opinions and Board Recommendation

TD Securities and Scotiabank have each provided a fairness opinion to the Board of Directors of West Fraser stating that, as of the date of such opinions and based upon and subject to the assumptions, limitations and qualifications stated in such opinions, the consideration to be paid by West Fraser to the shareholders of Norbord is fair, from a financial point of view, to West Fraser. RBC Capital Markets has provided a fairness opinion to the board of directors of Norbord stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration under the Transaction is fair from a financial point of view to the shareholders of Norbord.

3

The West Fraser board of directors and the Norbord board of directors each unanimously approved the Transaction and recommend that their respective shareholders vote in favour of the Transaction.

Committed Credit Facilities

As part of the Transaction, West Fraser: has secured US$1.3 billion (C$850 million and US$650 million) in committed credit facilities (provided by TD Securities as sole underwriter and bookrunner), which are available upon closing and estimated to provide US$1.1 billion in undrawn revolving capacity.

Shareholder Meetings

It is anticipated that the West Fraser Meeting and the Norbord Meeting will both be held in January 2021. The Transaction is expected to close in the first quarter of 2021.

Further information regarding the Transaction will be included in the information circulars that West Fraser and Norbord expect to mail to their respective shareholders in December 2020.

The foregoing description of the Transaction and the Arrangement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement. A copy of the Arrangement Agreement has been filed on West Fraser’s SEDAR profile and is available for viewing at www.sedar.com.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7 Omitted Information

N/A

Item 8 Executive Officer

Chris Virostek

Vice-President, Finance and Chief Financial Officer

Telephone: (604) 895-2700

Item 9 Date of Report

November 27, 2020

4

Cautionary Note Regarding Forward-Looking Statements and Information

Certain of the statements and information in this material change report constitute “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this material change report relate to, among other things:

• the anticipated completion of the Transaction and timing for such completion;

• approval of the Transaction by West Fraser and Norbord shareholders;

• obtaining regulatory approvals and satisfying closing conditions;

• the listing of West Fraser Shares on the NYSE; and

• the applicability of the exemption under Section 3(a)(10) of the United States Securities Act of 1933, as amended, to the securities issuable in the Transaction.

These forward-looking statements and information reflect West Fraser and Norbord’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by West Fraser and Norbord, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. West Fraser cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this material change report and West Fraser has made assumptions and estimates based on or related to many of these factors. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following:

• the ability to consummate the Transaction;

• the ability to obtain requisite regulatory and shareholder approvals;

• the satisfaction of other conditions to the consummation of the Transaction;

• changes in general economic, business and political conditions, including changes in the financial markets;

• changes in applicable laws; and

• approval by the NYSE for the listing of West Fraser Shares.

Certain of these factors are identified under the caption “Risks Factors” in the Company’s most recent Annual Information Form filed with Canadian securities regulatory authorities. Although West Fraser has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors are cautioned against undue reliance on forward-looking statements or information. Forward-looking statements and information are designed to help readers understand management’s current views of our near and longer term prospects and may not be appropriate for other purposes. West Fraser does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.

5

EX-99.48

Exhibit 99.48

858 Beatty Street
Suite 501 Vancouver, B.C. Canada V6B 1C1 Phone: (604) 895-2700 www.westfraser.com

West Fraser Timber Co. Ltd. (“WFT”) -

Dividend Notice

VANCOUVER, BC, Dec. 8, 2020 /CNW/ - The Board of Directors of West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX: WFT) has declared a quarterly dividend of $0.20 per share on the Common shares and Class B Common shares in the capital of the Company, payable on January 12, 2021 to shareholders of record on December 29, 2020.

Dividends are designated to be eligible dividends pursuant to subsection 89(14) of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States.

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/December2020/08/c8728.html

%SEDAR: 00002660E

For further information: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700, www.westfraser.com

CO: West Fraser Timber Co. Ltd.

CNW 17:00e 08-DEC-20

EX-99.49

Exhibit 99.49

 

West Fraser and Norbord Announce Mailing of Circulars for Special Meetings of Shareholders

•    Circulars for shareholder meetings are expected to be mailed by December 24, 2020

•    Virtual shareholder meetings for both West Fraser and Norbord are scheduled for January 19, 2021

•    Interim order regarding the Arrangement received by Norbord from the Ontario Superior Court of Justice

•    U.S. and German regulatory approvals received

VANCOUVER, BC and TORONTO, ON, Dec. 21, 2020 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser”) (TSX: WFT) and Norbord Inc. (“Norbord”) (TSX and NYSE: OSB) today jointly announced that West Fraser’s management information circular and Norbord’s management proxy circular (together, the “Circulars”), prepared in connection with the previously announced arrangement whereby West Fraser will acquire all outstanding common shares of Norbord (the “Norbord Shares”) pursuant to a plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act, are expected to be mailed to their respective shareholders by December 24, 2020.

The special meetings of West Fraser shareholders (the “West Fraser Meeting”) and Norbord shareholders (the “Norbord Meeting”, and together with the West Fraser Meeting, the “Meetings”) are each scheduled to be held virtually on January 19, 2021. The closing of the Arrangement is expected to occur in the first quarter of 2021. Further details regarding the Meetings, including how securityholders can remotely access, participate in, and vote at the Meetings, are included in the Circulars. West Fraser shareholders are reminded to vote before the proxy cut-off of 11:00 a.m. (Vancouver time) on January 15, 2021. Norbord shareholders are reminded to vote before the proxy cut-off of 1:00 p.m. (Toronto time) on January 15, 2021.

As previously announced, West Fraser and Norbord entered into an arrangement agreement pursuant to which West Fraser will acquire all of the issued and outstanding Norbord Shares in exchange for 0.675 of a West Fraser common share for each Norbord Share held. Upon completion of the Arrangement, existing West Fraser and Norbord shareholders will own approximately 56% and 44% of the outstanding shares of the combined company, respectively. The Board of Directors of each of West Fraser and Norbord have unanimously recommended that their shareholders vote in favour of the Arrangement at the Meetings.

All West Fraser and Norbord shareholders are encouraged to read their respective Circulars regarding the Arrangement, which will be mailed to West Fraser and Norbord shareholders of record as of December 11, 2020 and will be available on SEDAR at www.sedar.com and in Norbord’s case also on EDGAR at www.sec.gov/edgar.shtml. The meeting materials will also be available on West Fraser’s website at www.westfraser.com and Norbord’s website at www.norbord.com. The Circulars contain a detailed description of the Arrangement, the reasons for and benefits of the Arrangement, and a description of West Fraser after giving effect to the Arrangement. Investor presentations, together with other information relating to the Arrangement, are also available on West Fraser’s website at www.westfraser.com and Norbord’s website at www.norbord.com.

RECEIPT OF INTERIM ORDER

West Fraser and Norbord also announced that on December 17, 2020, Norbord received an interim order from the Ontario Superior Court of Justice regarding the Arrangement (the “Interim Order”). The Interim Order authorized Norbord to proceed with various matters, including the holding of the Norbord Meeting to consider and vote on the Arrangement.

REGULATORY APPROVAL UPDATE

West Fraser and Norbord also announced that on December 18, 2020, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to the Arrangement and on December 21, 2020, the German federal cartel office (the German Bundeskartellamt) granted clearance with respect to the Arrangement under German merger control law.

The termination of the waiting period under the HSR Act and the clearance under German merger control law each satisfy a condition to the closing of the Arrangement, which remains subject to other customary closing conditions, including approvals by shareholders of both companies at the Meetings and approval under the Competition Act (Canada).

WEST FRASER MEETING

The virtual West Fraser Meeting is scheduled for 11:00 a.m. (Vancouver time) / 2:00 p.m. (Toronto time) on January 19, 2021. At the West Fraser Meeting, West Fraser shareholders will be asked to consider and vote on an ordinary resolution authorizing the issuance by West Fraser of such number of West Fraser common shares (the “West Fraser Shares”) as is required for West Fraser to acquire 100% of the issued and outstanding Norbord Shares. Based on the number of outstanding Norbord Shares as of December 15, 2020, West Fraser expects to issue an estimated 54,480,178 West Fraser Shares as consideration under the Arrangement, on a non-diluted basis.

NORBORD MEETING

The virtual Norbord Meeting is scheduled for 10:00 a.m. (Vancouver time) / 1:00 p.m. (Toronto time) on January 19, 2021. At the Norbord Meeting, Norbord shareholders will be asked to consider and vote on a resolution approving the Arrangement.

WEST FRASER PROFILE

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals, and energy with facilities in western Canada and the southern United States. West Fraser Shares trade on the Toronto Stock Exchange under the symbol: “WFT”.

NORBORD PROFILE

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $2.1 billion and employs approximately 2,400 people at 17 plant locations (15 operating) in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “OSB”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

Certain of the statements and information in this news release constitute “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things:

• the anticipated completion of mailing of the Circulars and the timing for such completion;

• the anticipated completion of the Arrangement and timing for such completion; and

• the estimated number of West Fraser Shares to be issued as consideration under the Arrangement.

These forward-looking statements and information reflect West Fraser’s and Norbord’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by West Fraser and Norbord, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. West Fraser and Norbord caution readers that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and West Fraser and Norbord have made assumptions and estimates based on or related to many of these factors. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following:

• the ability of third-parties to complete the delivery and mailing of the Circulars;

• the ability to consummate the Arrangement;

• the ability to obtain requisite regulatory and shareholder approvals;

• the satisfaction of other conditions to the consummation of the Arrangement;

• the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; and

• changes in general economic, business and political conditions, including changes in the financial markets.

Certain of these factors are identified under the captions “Risk Factors Relating to the Arrangement and West Fraser” in the West Fraser Circular and “Risks Relating to the Arrangement and the Combined Company” in the Norbord Circular, and in West Fraser’s and Norbord’s most recent Annual Information Forms filed with Canadian securities regulatory authorities. See also the cautionary statements contained in the “Forward-Looking Statements” sections of the Circulars, West Fraser’s 2019 Management’s Discussion and Analysis (“MD&A”) dated February 11, 2020 and Q3 2020 MD&A dated October 26, 2020 and Norbord’s 2019 MD&A dated February 4, 2020 and Q3 2020 MD&A dated November 4, 2020. Although West Fraser and Norbord have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors are cautioned against undue reliance on forward-looking statements or information. Forward-looking statements and information are designed to help readers understand management’s current views of the company’s near and longer term prospects and may not be appropriate for other purposes. West Fraser and Norbord do not intend, nor do they assume any obligation, to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.

U.S. Securities Matters

None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. The West Fraser Shares to be issued in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

View original content:

http://www.prnewswire.com/news-releases/west-fraser-and-norbord-announce-mailing-of-circulars-for-special-meetings-of-shareholders-301197118.html

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/December2020/21/c1094.html

%SEDAR: 00002660E

For further information: West Fraser investors: Chris Virostek, Vice-President, Finance and Chief Financial Officer, (604) 895-2700; West Fraser media: Tara Knight, Communications, (604) 895-2773; Norbord investors: Robert B. Winslow, CFA, Vice President, Investor Relations & Corporate Development, (416) 777-4426, investors@norbord.com; Norbord media: Heather Colpitts, Director, Corporate Affairs, (416) 643-8838, investors@norbord.com

CO: West Fraser Timber Co. Ltd.

CNW 17:00e 21-DEC-20

- 2 -

EX-99.50

Exhibit 99.50

Filing Version

AMENDED AND RESTATED

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT is dated as of the 18^th day of November, 2020 (the “Effective Date”), as amended and restated on the 14^th day of December, 2020 (the “Amendment Date”).

AMONG:

BROOKFIELD ASSET MANAGEMENT INC.,

a corporation existing under the laws of the Province of Ontario,

(hereinafter called “Brookfield Parent”)

- and -

each of the affiliated entities of Brookfield Parent that has executed this Agreement on the signature pages hereof

(together, the “Brookfield Affiliates”)

(Brookfield and the Brookfield Affiliates are collectively referred to herein as “Brookfield”),

- and -

NORBORD INC.,

a corporation existing under the laws of Canada

(hereinafter called “Norbord”),

-and-

WEST FRASER TIMBER CO. LTD.,

a corporation existing under the laws of British Columbia

(hereinafter called “West Fraser”),

WHEREAS:

A. Brookfield is the owner of, or has the power to control or direct, the securities of Norbord listed in Schedule A hereto (the “Norbord Subject Securities”);

B. West Fraser and Norbord are concurrently herewith entering into an arrangement agreement (the “Arrangement Agreement”) which provides for, among other things, West Fraser directly or indirectly acquiring all of the outstanding common shares of

Norbord (the “Norbord Shares”) in a transaction (the “Transaction”) from the shareholders of Norbord (the “Norbord Shareholders”);

C. This Agreement sets out the terms and conditions of the agreement of Brookfield to, among other things:

(i) vote or cause to be voted the Norbord Subject Securities in favour of the Transaction and any other matter necessary for the completion of the Transaction;

(ii) support West Fraser following the completion of the Transaction; and

(iii) abide by the restrictions and covenants set forth herein; and

D. Norbord and West Fraser are relying on the covenants, representations and warranties of Brookfield set forth in this Agreement in connection with their execution and delivery of the Arrangement Agreement.

E. This Agreement was originally entered into concurrent with the execution of the Arrangement Agreement on the Effective Date and has been amended and restated as of the Amendment Date in order to give effect to revisions to Article 5 of this Agreement that have been made to comply with certain policies of the Toronto Stock Exchange.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement. All references herein to the Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as it may be amended or modified from time to time subsequent to the date hereof.

1.2 For greater certainty, this Agreement and all covenants of Brookfield herein shall not apply to:

(a) any portfolio company of Brookfield Parent or its affiliates (as defined in National Instrument 45-106 –Prospectus Exemptions) or any public or private investment vehicle or program managed by Brookfield Parent or any subsidiary thereof, or

(b) any subsidiary or affiliate (as defined in National Instrument 45-106 –Prospectus Exemptions) of Brookfield Parent in respect of which an actual or virtual information barrier is in place, or in respect of which there is no coordination or consultation in respect of investment decisions.

ARTICLE 2

THE TRANSACTION

2.1 Norbord and West Fraser each hereby covenant and irrevocably agree that it shall not, without the prior written consent of Brookfield, change the amount or form of Consideration, provided that neither Norbord nor West Fraser shall require Brookfield’s prior written consent to:

(a) any adjustment to the Consideration made pursuant to Section 2.17 of the Arrangement Agreement; or

(b) any change to the Consideration proposed by West Fraser pursuant to Section 7.4(b) of the Arrangement Agreement in response to a Norbord Superior Proposal Notice (without imposing any obligation on West Fraser to make any such change).

2.2 West Fraser acknowledges that Brookfield may act as a Representative of Norbord under the Arrangement Agreement subject to the following conditions, and Brookfield agrees that it will only act as a Representative of Norbord under the Arrangement Agreement in accordance with the following conditions:

(a) Brookfield will act as agent for Norbord in connection with any actions taken by Brookfield as a Representative of Norbord, and

(b) to the extent that Brookfield acts as a Representative of Norbord under the Arrangement Agreement, it will comply with the agreements governing Representatives of Norbord under the Arrangement Agreement.

ARTICLE 3

INTERIM COVENANTS OF BROOKFIELD

3.1 Brookfield hereby covenants and irrevocably agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 9:

(a) not, except to the extent permitted by Section 2.2 of this Agreement, directly or indirectly,

(i) solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers regarding any Acquisition Proposal in respect of Norbord;

(ii) engage in any discussions or negotiations with any Person regarding any Acquisition Proposal in respect of Norbord;

(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement or undertaking related to any Acquisition Proposal in respect of Norbord;

(iv) provide any confidential information relating to Norbord to any Person or group in connection with any Acquisition Proposal in respect of Norbord, or

(v) otherwise co-operate in any way with any effort or attempt by any other Person or group to do or seek to do any of the foregoing (subject, in all cases, to Section 6.1 of this Agreement);

(b) immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any Person or group or any agent or representative of any Person or group conducted before the date of this Agreement with respect to any Acquisition Proposal in respect of Norbord;

(c) not, except with the prior written consent of West Fraser, solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers or engage in any discussions or negotiations in respect of any sale (or other arrangement having the same economic effect as a sale) of the Norbord Subject Securities;

(d) not, directly or indirectly option, sell, transfer, pledge, encumber, hedge, swap, grant a security interest in, hypothecate or enter into any monetization transaction (or other arrangement having the same economic effect as a sale) with respect to any of the Norbord Subject Securities, as applicable, or any right or interest therein, to any Person or group, except (i) with the prior written consent of Norbord and West Fraser, (ii) as expressly permitted under this Agreement or (iii) to a Brookfield affiliate, provided Brookfield shall cause such affiliate to comply with this Agreement;

(e) not grant or agree to grant any proxy, power of attorney or other right to vote the Norbord Subject Securities, except for proxies or voting instructions to vote, or cause to be voted, securities granted in accordance with this Agreement;

(f) not, except with the prior written consent of Norbord and West Fraser, requisition or join in the requisition of any meeting of the securityholders of Norbord for the purpose of considering any resolution other than the Arrangement Resolution;

(g) not, except to the extent permitted by Section 2.2 of this Agreement, solicit, arrange or provide assistance to any other Person to arrange for the solicitation of proxies relating to or purchases of or offers to sell Norbord Shares or securities convertible into or exchangeable or exercisable for, or representing, Norbord Shares or act in concert or jointly with any other Person for the purpose of acquiring any Norbord Shares or securities convertible into or exchangeable or exercisable for, or representing, Norbord Shares, in each case for the purpose of influencing the voting of Norbord Shares or affecting the control of Norbord, other than, in the case of proxy solicitation, in support of the Plan of Arrangement and the Transaction;

(h) not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Arrangement; and

(i) not do indirectly that which it may not do directly by the terms of this Article 3.

3.2 Brookfield agrees not to exercise any Dissent Rights in respect of the Transaction, contest the approval of the Transaction by any Governmental Entity or exercise any other rights or remedies available at common law or pursuant to applicable corporate or securities laws or other registrations or, except to the extent permitted by Section 2.2 of this Agreement, take any action that is reasonably likely to in any manner impede, delay, postpone, hinder, prevent or challenge the Transaction. For greater certainty, nothing in this Section 3.2 shall prohibit or prevent Brookfield from enforcing this Agreement or exercising its rights hereunder.

3.3 Brookfield irrevocably and unconditionally consents to the details of this Agreement being set out in the Norbord Circular and the West Fraser Circular and, to the extent required pursuant to applicable securities laws, to this Agreement being made publicly available, including by filing on SEDAR. Without limiting the foregoing, Brookfield (a) consents to and authorizes the publication and disclosure by each of Norbord and West Fraser of its identity and holding of Norbord Subject Securities, the nature of its commitments and obligations under this Agreement and any other information that Norbord or West Fraser, as applicable, reasonably determines is required to be disclosed by applicable Law in any press release, the Norbord Circular, the West Fraser Circular or any other disclosure document in connection with the Transaction and any transactions contemplated by the Arrangement Agreement and (b) agrees promptly to give to Norbord and/or West Fraser, as applicable, any information they may reasonably require for the preparation of any such disclosure documents. Brookfield and its legal counsel shall be given a reasonable opportunity to review and comment on any information pertaining to it, its affiliates and funds managed by it (other than Norbord and its respective subsidiaries) contained in any such disclosure document prior to such disclosure document being publicly disseminated and reasonable consideration shall be given to any comments made by Brookfield and its legal counsel. Brookfield agrees to promptly notify Norbord and/or West Fraser, as applicable, of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

3.4 In the event of a stock split, stock dividend or distribution, or any change in the Norbord Shares by reason of a stock split, reverse stock split, recapitalization, combination, reclassification, readjustment, exchange of shares or the like, the term “Norbord Subject Securities” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in the transaction and any consideration payable in respect of such Norbord Subject Securities shall be adjusted pursuant to Section 2.17 of the Arrangement Agreement.

ARTICLE 4

AGREEMENT TO VOTE AND SUPPORT

4.1 Brookfield hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the termination of this Agreement pursuant to Article 9:

(a) it shall attend (either in person or by proxy) the Norbord Meeting (including any adjournments and postponements thereof) and, at the Norbord Meeting, vote or

cause to be voted the Norbord Subject Securities in favour of the Transaction, including, without limitation, by voting in favour of the Arrangement Resolution and any other matter necessary for the completion of the Transaction (including in favour of all matters recommended by the management of Norbord to the extent not otherwise inconsistent with the terms of this Agreement);

(b) it shall vote or cause to be voted (either in person or by proxy) at any meeting of the securityholders of Norbord the Norbord Subject Securities against, or not tender or cause to be tendered the Norbord Subject Securities to,

(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of Norbord or similar transaction involving Norbord or the Norbord Shares other than the Transaction and any transaction related thereto;

(ii) the issuance of any securities of Norbord other than in connection with the Transaction and any transaction related thereto;

(iii) any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction (including against any Acquisition Proposal in respect of Norbord) at any meeting of the securityholders of Norbord, called for the purpose of considering same; or

(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of Norbord in the Arrangement Agreement;

(c) if Brookfield Parent or any Brookfield Affiliate is the holder of record of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered to Norbord, with a copy to West Fraser concurrently, a duly executed irrevocable proxy or proxies in respect of the Norbord Subject Securities directing the holder of such proxy or proxies to vote in favour of the Transaction and/or any matter necessary for the completion of the Transaction;

(d) if Brookfield Parent or any Brookfield Affiliate is the beneficial owner of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it or its affiliates holds its beneficial interest in the Norbord Subject Securities (provided that if it or any of its affiliates is a non-objecting beneficial owner, such voting instructions shall be delivered directly to Norbord), with a copy to West Fraser concurrently, instructing that the Norbord Subject Securities be voted at the Norbord Meeting in favour of the Transaction and/or any matter necessary for the completion of the Transaction; and

(e) such proxy or proxies and voting instruction form or forms delivered pursuant to Section 4.1(c) and Section 4.1(d) shall name those individuals as may be designated by Norbord in the Norbord Circular and shall not be revoked without the written consent of West Fraser in respect of the Norbord Subject Securities.

4.2 If, in lieu of the Transaction, each of Norbord and West Fraser determines in its good faith judgement that it is necessary or desirable to complete the acquisition of all of the Norbord Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) are the same or better for Brookfield than as contemplated by the Arrangement Agreement, (b) is initiated on or prior to the Outside Date and is capable of being completed on or prior to the Outside Date, and (c) is otherwise on terms and conditions no more onerous to Brookfield than the terms of the Transaction, including any take-over bid (any such transaction, an “Alternative Transaction”), then during the term of this Agreement Brookfield may, on its own accord, and will, upon written request of Norbord and West Fraser, support the completion of such Alternative Transaction in the same manner as the Transaction in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (a) voting or causing to be voted all of the Norbord Subject Securities (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by West Fraser; and (b) delivering or causing the delivery of any duly executed items, instruments, documents and agreements required as conditions to consummate an Alternative Transaction.

ARTICLE 5

POST-TRANSACTION COVENANTS OF BROOKFIELD

5.1 Brookfield hereby covenants and irrevocably agrees that, from the Effective Time until the first date following the date of the 2021 annual general meeting of the shareholders of West Fraser (the “West Fraser 2021 AGM”):

(a) it shall attend (either in person or by proxy) the West Fraser 2021 AGM (including any adjournments and postponements thereof);

(b) it shall either vote for or abstain from voting in respect of any nominee selected by the board of directors of West Fraser (the “West Fraser Board”) for election to the West Fraser Board at the West Fraser 2021 AGM, as such nominees are named in the information circular (the “West Fraser AGM Circular”) for the West Fraser 2021 AGM (the “West Fraser Nominee Directors”);

(c) it shall either vote for or abstain from voting in respect of any auditor selected by the West Fraser Board for appointment by West Fraser Shareholders at the West Fraser 2021 AGM, as such auditor is named in the West Fraser AGM Circular;

(d) it shall not vote against any proposal or resolution that may be put forward by the West Fraser Board for approval by the West Fraser Shareholders at the West Fraser 2021 AGM in connection with any of the following matters:

(i) the receipt and approval of financial statements;

(ii) the adoption of or amendment to any reasonable director, officer or employee equity compensation plan, including any stock option plan, DSU plan or PSU plan that is unanimously approved and recommended by the West Fraser Board; and

(iii) the advisory vote on executive compensation (Say on Pay), provided that such executive compensation has been unanimously approved and recommended by the West Fraser Board; and

(e) it shall not vote in favour of any proposal or resolution that may be put forward for approval by the West Fraser Shareholders at the West Fraser 2021 AGM in respect of the following:

(i) the election to the West Fraser Board of any nominee proposed for election that is not a West Fraser Nominee Director; and

(ii) the removal of any of the members of the West Fraser Board that is serving as a member of the West Fraser Board immediately prior to the West Fraser 2021 AGM.

ARTICLE 6

FIDUCIARY OBLIGATIONS

6.1 Notwithstanding any other provision of this Agreement, each of Norbord and West Fraser hereby agrees and acknowledges that Brookfield is bound hereunder solely in its capacity as a securityholder of Norbord and that the provisions hereof shall not be deemed or interpreted to bind any employee, officer or director of Brookfield in his or her capacity as a director or officer of Norbord. If any employee, officer or director of Brookfield is also a director of Norbord, Norbord and West Fraser each acknowledges and agrees that any such employee, officer or director may vote in his or her capacity as a director of Norbord in favour of a Superior Proposal in respect of Norbord as contemplated in the Arrangement Agreement and any such vote shall not be a violation of this Agreement.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF BROOKFIELD

7.1 Brookfield represents, warrants and, where applicable, covenants to Norbord and West Fraser as follows and acknowledges that each of Norbord and West Fraser are relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:

(a) Brookfield has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement;

(b) this Agreement has been duly executed and delivered by Brookfield and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation, enforceable by the other parties hereto against it in accordance with its terms, subject, however, to limitations imposed by Law in

connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(c) Brookfield (i) is the legal and beneficial owner of record, (ii) is the beneficial owner exercising control and direction over (but not the holder of record of) or (iii) exercises control over, the Norbord Subject Securities with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

(d) except as would not have a material effect on Brookfield’s ability to fulfill its obligations hereunder, Brookfield does not own, either as legal and beneficial owner of record or beneficial owner exercising control and direction over (but not the holder of record), any West Fraser Shares, nor does Brookfield exercise control over any West Fraser Shares (other than West Fraser Shares acquired by any affiliates of Brookfield engaged in the business of cash management and investing activities on behalf of third parties);

(e) Brookfield has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of the Norbord Subject Securities, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) any Norbord Subject Securities hereafter acquired by it;

(f) Brookfield has the sole right to vote (or cause to be voted) all of the Norbord Subject Securities;

(g) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from Brookfield of any of the Norbord Subject Securities or any interest therein or right thereto, including without limitation any right to vote, except pursuant to this Agreement;

(h) the Norbord Subject Securities are the only securities of Norbord or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by Brookfield and its affiliates (excluding any affiliates engaged in the business of cash management and investing activities on behalf of third parties);

(i) Brookfield and its affiliates (excluding any affiliates engaged in the business of cash management and investing activities on behalf of third parties) have no agreements or options, or rights or privileges (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by Brookfield and such affiliates of additional securities of Norbord; and

(j) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of Brookfield, threatened against Brookfield or its

affiliates that would adversely affect in any manner the ability of Brookfield to enter into this Agreement and to perform its obligations hereunder.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES OF NORBORD AND WEST FRASER

8.1 Each of Norbord and West Fraser, in respect of itself only, represents, warrants and, where applicable, covenants to Brookfield as follows and acknowledges that Brookfield is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

(a) Norbord is validly existing under the laws of Canada and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) West Fraser is validly existing under the laws of British Columbia and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(c) the execution and delivery of this Agreement by each of Norbord and West Fraser and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;

(d) this Agreement has been duly executed and delivered by each of Norbord and West Fraser and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation, enforceable by Brookfield against it in accordance with its terms, subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; and

(e) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of each of Norbord and West Fraser, threatened against it or its affiliates that would adversely affect in any manner the ability of Norbord and West Fraser to enter into this Agreement or the Arrangement Agreement and to perform its respective obligations hereunder or thereunder.

ARTICLE 9

TERMINATION

9.1 This Agreement will terminate and be of no further force and effect on the earliest to occur of the following events:

(a) the date upon which all of the parties to this Agreement mutually agree in writing to terminate this Agreement;

(b) in the event that the Transaction is completed in accordance with the Arrangement Agreement and subject to Section 9.2, the termination or expiration of the post-Transaction covenants set forth in Section 5.1;

(c) the termination of the Arrangement Agreement in accordance with its terms, provided that if Norbord and West Fraser provide written notice to Brookfield of their intention to complete an Alternative Transaction prior to or concurrent with the termination of the Arrangement Agreement, this Agreement will terminate automatically on the Outside Date in the event that the Alternative Transaction is not completed by the Outside Date;

(d) written notice by Brookfield to Norbord and West Fraser in the event that:

(i) Norbord makes a Norbord Change in Recommendation in the circumstances contemplated by and in compliance with Section 7.3(b)(ii) of the Arrangement Agreement in respect of a Material Adverse Effect with respect to West Fraser; or

(ii) the Arrangement Agreement is amended to reduce or adversely change the Consideration or is amended in any other respect that is materially adverse to Brookfield, provided that:

(A) any amendment to the Arrangement or adjustment to the Consideration that in each case is permitted pursuant to Section 2.1 of this Agreement will not entitle Brookfield to terminate this Agreement under this Section 9.1(d)(ii); and

(B) the waiver by either West Fraser or Norbord of any condition to closing of the Transaction provided for in the Arrangement Agreement, other than the conditions to closing of the Transaction set forth in Section 6.3(c) of the Arrangement Agreement, will not be considered an amendment to the Arrangement Agreement entitling Brookfield to terminate this Agreement under this Section 9.1(d)(ii); and

(e) this Agreement may be terminated by any of Norbord, West Fraser or Brookfield upon written notice to the others in the event that the Transaction is not completed in accordance with the Arrangement Agreement by the Outside Date, as such date may be extended in accordance with the Arrangement Agreement.

9.2 In the event that the Transaction is completed in accordance with the Arrangement Agreement, all obligations of Brookfield under this Agreement will terminate other than the post-Transaction obligations under Section 5.1, which will continue in full force and effect until the expiration or termination of the covenants contained therein.

ARTICLE 10

PUBLICITY

10.1 After such time as one or both of Norbord and/or West Fraser has publicly disclosed the existence of the Transaction by way of press release or other public disclosure, Brookfield and/or any of its affiliates may disclose and publicize the existence of and information related to the Transaction, including by way of press release or other means of public disclosure, without notice to or consent from either Norbord or West Fraser.

ARTICLE 11

GENERAL

11.1 The parties shall promptly execute and deliver all such further documents and instruments and do all such acts and things as the other parties may reasonably require to effectively carry out the intent of this Agreement, in each case at the requesting party’s cost.

11.2 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

11.3 Time shall be of the essence of this Agreement.

11.4 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by e-mail or other electronic transmission:

(a) in the case of Brookfield:

BROOKFIELD ASSET MANAGEMENT INC.

181 Bay Street, Suite 300

P.O. Box 762

Toronto, ON

M5J 2T3

Attention: Kathy Sarpash

E-mail: [Redacted—personal information]

(b) in the case of Norbord:

NORBORD INC.

1 Toronto Street, Suite 600

Toronto, ON

M5C 2W4

Attention: Robin Lampard, Senior Vice President and CFO

E-mail: [Redacted—personal information]

(c) in the case of West Fraser:

WEST FRASER TIMBER CO. LTD.

858 Beatty Street, Suite 501

Vancouver, BC

V6B 1C1

Attention: Chris Virostek, Vice-President, Finance and CFO

E-mail: [Redacted—personal information]

or at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a Business Day, on the next following Business Day).

11.5 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

11.6 Each of the parties hereto agrees with the others that: (i) if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by any of the parties, the other parties would suffer irreparable damage; (ii) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (iii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (iv) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

11.7 No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

11.8 This Agreement, as amended and restated as of the Amendment Date, constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

11.9 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the

same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

WEST FRASER TIMBER CO. LTD.
Per:	/s/ Raymond W. Ferris
	Name: Raymond W. Ferris
	Title: President and CEO
NORBORD INC.
Per:	/s/ Peter Wijnbergen
	Name: Peter Wijnbergen
	Title: President & CEO
Per:	/s/ Robin Lampard
	Name: Robin Lampard
	Title: Senior Vice President & CFO
BROOKFIELD ASSET MANAGEMENT INC.
Per:	/s/ Kathy Sarpash
	Name: Kathy Sarpash
	Title: Senior Vice President, Legal & Regulatory
BROOKFIELD INVESTMENTS CORPORATION
Per:	/s/ Tom Corbett
	Name: Tom Corbett
	Title: Vice President and Chief Financial Officer

BPE OSB INVESTMENT HOLDING LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
Per:	/s/ A.J. Silber
	Name: A.J. Silber
	Title: Director
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
Per:	/s/ A.J. Silber
	Name: A.J. Silber
	Title: Director
BROOKFIELD CAPITAL PARTNERS II L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS II GP L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
Per:	/s/ A.J. Silber
	Name: A.J. Silber
	Title: Director

SCHEDULE “A”

Ownership or Control/Direction of Norbord Subject Securities

Name of Brookfield Entity	Number of Norbord Subject Securities Owned or Controlled
BROOKFIELD INVESTMENTS CORPORATION	16,724,709
BPE OSB INVESTMENT HOLDING LP	11,359,634
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP	1,276,670
BROOKFIELD CAPITAL PARTNERS II L.P.	5,426,522

EX-99.51

Exhibit 99.51

WEST FRASER TIMBER CO. LTD.

501 – 858 Beatty Street

Vancouver, BC V6B 1C1

Tel: (604) 895-2745 / Fax: (604) 681-6061

November 30    , 2020

Re: Special Meeting of Shareholders of West Fraser Timber Co. Ltd. to be held on January 19, 2021 (the “Meeting”)

I, Christopher A. Virostek, Vice-President, Finance and Chief Financial Officer of West Fraser Timber Co. Ltd. (the “Company”), hereby certify that:

(a) arrangements have been made to have proxy related materials for the Meeting sent in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (the “Instrument”), to all beneficial owners at least 21 days before the date fixed for the Meeting;

(b) arrangements have been made to carry out all of the requirements of the Instrument in addition to those described in subparagraph (a); and

(c) the Company is relying on section 2.20 of the Instrument to abridge the time prescribed in subsections 2.2(1) and 2.5(1) of the Instrument.

/s/ Christopher A. Virostek

Christopher A. Virostek, Vice-President, Finance and Chief Financial Officer

EX-99.52

Exhibit 99.52

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

In response to the current COVID-19 pandemic, West Fraser Timber Co. Ltd. will hold its Meeting in a virtual format via live webcast. All Shareholders are invited and encouraged to participate in the Meeting using the instructions set out in this Circular.

The special meeting (the “Meeting”) of shareholders (“Shareholders”) of West Fraser Timber Co. Ltd. (the “Company” or “West Fraser”) will be held on January 19, 2021 at 11:00 a.m. (Pacific time). The Company is conducting an online only shareholders’ meeting. Registered Shareholders (as defined in the accompanying Circular) and duly appointed proxyholders can attend the Meeting online at https://web.lumiagm.com/485161310, password “westfraser2021” (case sensitive) where they can participate, vote, or submit questions during the Meeting’s live webcast, for the following purposes:

1. to authorize the issuance of such number of common shares in the capital of West Fraser (the “West Fraser Shares”) as is necessary to allow West Fraser to acquire 100% of the issued and outstanding common shares in the capital of Norbord Inc. (“Norbord”), which is estimated to be 55,373,881 West Fraser Shares, pursuant to the arrangement agreement dated November 18, 2020 between West Fraser and Norbord, as more fully described in the accompanying Circular (the “Share Issuance Resolution”). The full text of the Share Issuance Resolution is attached as Appendix A to the accompanying Circular;

2. to approve an amendment to West Fraser’s stock option plan (the “West Fraser Stock Option Plan”) to permit an additional 1,000,000 West Fraser Shares to be issued on the exercise of options granted pursuant to the West Fraser Stock Option Plan (the “Stock Option Plan Amendment Resolution”) as more fully described in the accompanying Circular. The full text of the Stock Option Plan Amendment Resolution is attached as Appendix B to the accompanying Circular;

3. to consider any amendment to, or variation of, any matter identified in this Notice of Meeting; and

4. to transact such other business as may properly come before the Meeting or any adjournment of it.

Shareholders registered at the close of business on December 11, 2020 will be entitled to receive this Notice of Meeting and to vote at the Meeting.

AFTER CAREFUL CONSIDERATION OF THE ARRANGEMENT, THE WEST FRASER BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SHARE ISSUANCE RESOLUTION AND THE STOCK OPTION PLAN AMENDMENT RESOLUTION.

General Information

The Company has prepared this Notice of Meeting, the Circular and a form of proxy relating to the Meeting, and the Circular contains details of the matters to be considered at the Meeting.

Proxies and Voting Instruction Forms

Registered Shareholders have received a form of proxy with this Notice of Meeting. The deadline for submitting proxies is 11:00 a.m. (Pacific time) on January 15, 2021. Please complete the form of proxy and deliver it before that deadline in accordance with the instructions set out in the form of proxy and the Circular.

Non-registered Shareholders (as defined in the accompanying Circular) have received a voting instruction form with this Notice of Meeting. The deadline for returning a voting instruction form is specified in the form itself. Voting instruction forms, whether provided by the Company or an intermediary, should be completed and returned in accordance with the specific instructions, and by the deadline specified, in the form. Please ensure you carefully follow the instructions set out in the voting instruction form, including those specifying how and when the form is to be returned.

Please review the Circular before completing your form of proxy or voting instruction form as the Circular contains additional information about each matter to be voted on at the Meeting.

Regardless of whether a Shareholder plans to attend the Meeting online, the Company requests that each Shareholder vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting in accordance with the instructions set out in the enclosed form of proxy (or voting instruction form) and in the Circular.

DATED December 15, 2020.

BY ORDER OF THE WEST FRASER BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

Vancouver, British Columbia

EX-99.53

Exhibit 99.53

West Fraser Timber Co. Ltd.

Notice of

Special Meeting of Shareholders

To Be Held on January 19, 2021

And Management Information Circular

With Respect to a Proposed Arrangement

Involving Norbord Inc. and West Fraser Timber Co. Ltd.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT WEST FRASER

SHAREHOLDERS VOTE FOR THE SHARE ISSUANCE RESOLUTION AND THE STOCK

OPTION PLAN AMENDMENT RESOLUTION

These materials are important and require your immediate attention. They require West Fraser Timber Co. Ltd. shareholders to make important decisions. If you are in doubt as to how to deal with these materials, you should consult with your investment dealer, broker, lawyer or other professional advisor. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

If you have questions or require assistance, you may contact West Fraser’s transfer agent and depositary for the Arrangement, AST Trust Company (Canada), by telephone at 416-682-3860 or (toll free in North America) at 1-800-387-0825.

December 15, 2020

TABLE OF CONTENTS

LETTER TO WEST FRASER SHAREHOLDERS	4
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS	7
MANAGEMENT INFORMATION CIRCULAR	9
FREQUENTLY ASKED QUESTIONS	11
INFORMATION CONTAINED IN THIS CIRCULAR	18
INFORMATION IN THIS CIRCULAR	18
INFORMATION PERTAINING TO NORBORD	18
NOTICE TO UNITED STATES SHAREHOLDERS	18
FORWARD-LOOKING STATEMENTS	19
NON-IFRS FINANCIAL MEASURES	21
CURRENCY AND CURRENCY EXCHANGE RATE INFORMATION	21
GLOSSARY OF TERMS	22
INFORMATION CONCERNING THE MEETING AND ENTITLEMENT TO VOTE	22
PURPOSE OF THE MEETING	22
DATE, TIME AND PLACE	22
RECORD DATE	22
QUORUM	22
VOTING SHARES AND PRINCIPAL HOLDERS	23
GENERAL PROXY INFORMATION	23
SOLICITATION OF PROXIES	23
APPOINTMENT OF PROXYHOLDERS	24
VOTING BY PROXYHOLDERS	24
REVOCABILITY OF PROXIES	24
EXERCISE OF DISCRETION BY PROXYHOLDERS	24
REGISTERED SHAREHOLDERS	25
NON-REGISTERED SHAREHOLDERS	25
BUSINESS TO BE CONSIDERED AT THE MEETING	26
SHARE ISSUANCE RESOLUTION	26
WEST FRASER SHARES ISSUABLE PURSUANT TO THE ARRANGEMENT	26
SHAREHOLDER APPROVAL	27
WEST FRASER BOARD RECOMMENDATION	27
STOCK OPTION PLAN AMENDMENT RESOLUTION	27
WEST FRASER SHARES ISSUABLE UNDER THE WEST FRASER STOCK OPTION PLAN	27
REASONS FOR THE INCREASE	28
SUMMARY OF THE STOCK OPTION PLAN	28
OTHER BUSINESS	30
THE ARRANGEMENT	30
GENERAL	30
BACKGROUND TO THE ARRANGEMENT	31
RECOMMENDATION OF THE WEST FRASER BOARD	35
REASONS FOR THE RECOMMENDATION	36
WEST FRASER BOARD DETERMINATIONS	37
FAIRNESS OPINIONS	39
DESCRIPTION OF THE ARRANGEMENT	40
PROCEDURE FOR THE ARRANGEMENT TO BECOME EFFECTIVE	42
NORBORD SHAREHOLDER APPROVAL	43
WEST FRASER SHAREHOLDER APPROVAL	43
BROOKFIELD VOTING AND SUPPORT AGREEMENT	43
NORBORD VOTING AGREEMENTS	44

WEST FRASER VOTING AGREEMENTS	45
COURT APPROVAL AND COMPLETION OF THE ARRANGEMENT	46
TREATMENT OF INCENTIVE SECURITIES	46
NORBORD OPTIONS AND NORBORD RSUS HELD BY THE NORBORD CONTINUING EXECUTIVES AND NORBORD DSUS	46
INCENTIVE SECURITIES, OTHER THAN NORBORD DSUS, HELD BY EACH OF THE NORBORD DEPARTING EXECUTIVES	47
HOLDCO ALTERNATIVE	47
NORBORD BONDS	48
THE ARRANGEMENT AGREEMENT	48
REPRESENTATIONS AND WARRANTIES	48
CONDITIONS PRECEDENT TO THE ARRANGEMENT	49
MUTUAL CONDITIONS	49
ADDITIONAL CONDITIONS IN FAVOUR OF NORBORD	50
ADDITIONAL CONDITIONS IN FAVOUR OF WEST FRASER	50
COVENANTS	51
CONDUCT OF THE BUSINESS OF THE PARTIES	51
THE ARRANGEMENT	51
DIVIDENDS	52
APPROVALS AND CONSENTS	53
REGULATORY APPROVALS	53
FINANCING ASSISTANCE	55
PRE-ACQUISITION REORGANIZATION	55
MUTUAL COVENANTS REGARDING NON-SOLICITATION	55
NOTIFICATION OF ACQUISITION PROPOSALS	56
RESPONDING TO ACQUISITION PROPOSALS AND SUPERIOR PROPOSALS	57
SUPERIOR PROPOSAL DETERMINATION AND RIGHT TO MATCH	58
HOLDCO ALTERNATIVE	60
TERMINATION OF THE ARRANGEMENT AGREEMENT	60
TERMINATION FEE	62
EFFECTIVE DATE AND EFFECTIVE TIME	64
AMENDMENTS	64
GOVERNING LAW	64
REGULATORY MATTERS	65
CANADIAN SECURITIES LAW MATTERS	65
U.S. SECURITIES LAW MATTERS	65
STOCK EXCHANGE APPROVALS	65
COMPETITION LAW MATTERS	65
COMPETITION ACT APPROVAL	66
HSR ACT APPROVAL	66
GERMAN COMPETITION APPROVAL	67
INFORMATION CONCERNING THE COMBINED COMPANY	67
OVERVIEW	67
ANTICIPATED CORPORATE STRUCTURE	67
DESCRIPTION OF THE COMBINED COMPANY	67
DESCRIPTION OF SHARE CAPITAL	68
DIVIDENDS	68
POST-ARRANGEMENT SHAREHOLDERS AND PRINCIPAL SHAREHOLDERS	69
DIRECTORS AND EXECUTIVE OFFICERS	70
WEST FRASER CREDIT FACILITY	70
CONSOLIDATED CAPITALIZATION	70
UNAUDITED PRO FORMA FINANCIAL INFORMATION	71
STOCK EXCHANGE LISTING MATTERS	71
NORBORD BONDS	71
AUDITORS	71

- 2 -

TRANSFER AGENT AND REGISTRAR	71
INFORMATION CONCERNING WEST FRASER	72
INFORMATION CONCERNING NORBORD	72
RISK FACTORS RELATING TO THE ARRANGEMENT AND WEST FRASER	72
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	77
INTERESTS OF EXPERTS	77
LEGAL MATTERS	77
ADDITIONAL INFORMATION	78
APPROVAL OF DIRECTORS	79
APPENDICES	80

APPENDIX A SHARE ISSUANCE RESOLUTION

APPENDIX B STOCK OPTION PLAN AMENDMENT RESOLUTION

APPENDIX C OPINION OF TD SECURITIES

APPENDIX D OPINION OF SCOTIABANK

APPENDIX E INFORMATION CONCERNING WEST FRASER

APPENDIX F INFORMATION CONCERNING NORBORD

APPENDIX G UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

APPENDIX H GLOSSARY

- 3 -

LETTER TO WEST FRASER SHAREHOLDERS

In response to the current COVID-19 pandemic, West Fraser Timber Co. Ltd. will hold its Meeting in a virtual format via live webcast. All Shareholders are invited and encouraged to participate in the Meeting using the instructions set out in the Circular.

December 15, 2020

Dear Shareholder:

You are invited to attend a special meeting of shareholders (“Shareholders”) of West Fraser Timber Co. Ltd. (“West Fraser”) to be held on Tuesday, January 19, 2021 at 11:00 a.m. (Pacific time) in a virtual online format (the “Meeting”).

At the Meeting, you will be asked to consider an ordinary resolution (the “Share Issuance Resolution”) to approve the issuance of common shares in the capital of West Fraser (the “West Fraser Shares”) to the shareholders of Norbord Inc. (the “Norbord Shareholders”) in connection with a plan of arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act. Pursuant to the terms of the Arrangement, West Fraser will acquire each outstanding common share in the capital of Norbord Inc. (“Norbord”) in exchange for 0.675 of a West Fraser Share.

You will also be asked to consider an ordinary resolution (the “Stock Option Plan Amendment Resolution”) to approve an amendment to West Fraser’s stock option plan (the “West Fraser Stock Option Plan”) to permit an additional 1,000,000 West Fraser Shares to be issued on the exercise of options granted pursuant to the West Fraser Stock Option Plan.

The management information circular (the “Circular”) that accompanies this letter contains a detailed description of the Arrangement, including detailed information regarding West Fraser and Norbord and certain pro forma financial information and other information regarding West Fraser after giving effect to the Arrangement. It also includes certain risk factors relating to the completion of the Arrangement and the combined company. The Circular also contains a description of the proposed amendment to the West Fraser Stock Option Plan. Please give this material your careful consideration.

Norbord is an international producer of wood-based panels and the world’s largest producer of oriented strand board (“OSB”). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately US$2.1 billion as of October 3, 2020, net sales for the twelve-month period ended October 3, 2020 of approximately US$2.0 billion, and employs approximately 2,400 people at 16 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange and New York Stock Exchange under the symbol “OSB”.

Reasons for the Recommendation

In evaluating the Arrangement and unanimously reaching its conclusion and making its recommendation in support of the Arrangement, the board of directors of West Fraser (the “West Fraser Board”) considered a number of factors including, among others:

• the Arrangement is expected to result in the creation of a leading integrated low-cost wood products producer;

• West Fraser and Norbord have complementary product offerings;

• the Arrangement is consistent with West Fraser’s existing business strategy;

- 4 -

• the Arrangement is expected to improve performance through meaningful synergies;

• West Fraser and Norbord together are expected to have strong organizational capabilities;

• following Closing, West Fraser is expected to have strong growth potential and a strong financial position;

• the Arrangement is expected to improve West Fraser’s capital markets profile; and

• the Arrangement enables West Fraser and Norbord to further their commitments to safety and sustainability, as well as environmental, social and governance (ESG) responsibility.

In addition to the completion of extensive due diligence with respect to the Arrangement, the West Fraser Board also received opinions from TD Securities Inc. and Scotia Capital Inc. that the consideration to be paid by West Fraser to the Norbord Shareholders pursuant to the Arrangement is fair, from a financial point of view, to West Fraser.

AFTER CAREFUL CONSIDERATION OF THE ARRANGEMENT, THE WEST FRASER BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SHARE ISSUANCE RESOLUTION AND THE STOCK OPTION PLAN AMENDMENT RESOLUTION.

Shareholder Vote

Each of the Share Issuance Resolution and the Stock Option Plan Amendment Resolution must be approved by at least a majority of the votes cast (50% plus one vote) by Shareholders, present in person (by virtual means) or by proxy at the Meeting, to be effective.

Conditions

In order to become effective, the Arrangement requires, among other things, the approval of the Share Issuance Resolution, the approval of the Norbord Shareholders and the Ontario Superior Court of Justice, the approval of the New York Stock Exchange to list the West Fraser Shares, the receipt of required regulatory approvals and the satisfaction of certain closing conditions customary to transactions of this nature. Assuming that all conditions to the Arrangement are satisfied, the Arrangement is expected to be completed in the first quarter of 2021.

Your vote is very important regardless of how many West Fraser Shares you own. Whether or not you plan to attend the Meeting online, please submit your vote as soon as possible to ensure your views are represented at the Meeting. You can vote online or by phone, fax, mail or in person (by virtual means) at the Meeting.

If you are a beneficial Shareholder, meaning your West Fraser Shares are not registered in your own name but are registered in the name of a broker, bank or other intermediary, please follow the instructions provided on your voting instruction form, which will be provided by such intermediary.

Each director and certain executive officers of West Fraser have agreed to vote their shares FOR the Share Issuance Resolution in accordance with the terms of the voting support agreements with Norbord. In addition, certain members and affiliates of members of the Ketcham family have entered into voting support agreements with Norbord pursuant to which they have agreed to vote a total of 13,013,800 West Fraser Shares and West Fraser Class B common shares, representing approximately 19% of the outstanding West Fraser Shares and West Fraser Class B common shares, in favour of the Arrangement. Along with the other directors and executive officers of West Fraser, I strongly support the Arrangement and will be voting in favour of both resolutions. I urge you to do the same.

- 5 -

Shareholder Questions

If you have any questions relating to the attached documents or with respect to the completion and delivery of your proxy, please contact West Fraser shareholder relations by phone at (604) 895-2700 or by email at shareholder@westfraser.com.

Yours sincerely,

/s/ Henry H. (Hank) Ketcham

Henry H. (Hank) Ketcham

Director and Chairman

Vancouver, British Columbia

- 6 -

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

In response to the current COVID-19 pandemic, West Fraser Timber Co. Ltd. will hold its Meeting in a virtual format via live webcast. All Shareholders are invited and encouraged to participate in the Meeting using the instructions set out in this Circular.

The special meeting (the “Meeting”) of shareholders (“Shareholders”) of West Fraser Timber Co. Ltd. (the “Company” or “West Fraser”) will be held on January 19, 2021 at 11:00 a.m. (Pacific time). The Company is conducting an online only shareholders’ meeting. Registered Shareholders (as defined in the accompanying Circular) and duly appointed proxyholders can attend the Meeting online at https://web.lumiagm.com/485161310, password “westfraser2021” (case sensitive) where they can participate, vote, or submit questions during the Meeting’s live webcast, for the following purposes:

1. to authorize the issuance of such number of common shares in the capital of West Fraser (the “West Fraser Shares”) as is necessary to allow West Fraser to acquire 100% of the issued and outstanding common shares in the capital of Norbord Inc. (“Norbord”), which is estimated to be 55,373,881 West Fraser Shares, pursuant to the arrangement agreement dated November 18, 2020 between West Fraser and Norbord, as more fully described in the accompanying Circular (the “Share Issuance Resolution”). The full text of the Share Issuance Resolution is attached as Appendix A to the accompanying Circular;

2. to approve an amendment to West Fraser’s stock option plan (the “West Fraser Stock Option Plan”) to permit an additional 1,000,000 West Fraser Shares to be issued on the exercise of options granted pursuant to the West Fraser Stock Option Plan (the “Stock Option Plan Amendment Resolution”) as more fully described in the accompanying Circular. The full text of the Stock Option Plan Amendment Resolution is attached as Appendix B to the accompanying Circular;

3. to consider any amendment to, or variation of, any matter identified in this Notice of Meeting; and

4. to transact such other business as may properly come before the Meeting or any adjournment of it.

Shareholders registered at the close of business on December 11, 2020 will be entitled to receive this Notice of Meeting and to vote at the Meeting.

AFTER CAREFUL CONSIDERATION OF THE ARRANGEMENT, THE WEST FRASER BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SHARE ISSUANCE RESOLUTION AND THE STOCK OPTION PLAN AMENDMENT RESOLUTION.

General Information

The Company has prepared this Notice of Meeting, the Circular and a form of proxy relating to the Meeting, and the Circular contains details of the matters to be considered at the Meeting.

Proxies and Voting Instruction Forms

Registered Shareholders have received a form of proxy with this Notice of Meeting. The deadline for submitting proxies is 11:00 a.m. (Pacific time) on January 15, 2021. Please complete the form of proxy and deliver it before that deadline in accordance with the instructions set out in the form of proxy and the Circular.

Non-registered Shareholders (as defined in the accompanying Circular) have received a voting instruction form with this Notice of Meeting. The deadline for returning a voting instruction form is specified in the form itself. Voting instruction forms, whether provided by the Company or an intermediary, should be completed and returned in accordance with the specific instructions, and by the deadline specified, in the form. Please ensure you carefully follow the instructions set out in the voting instruction form, including those specifying how and when the form is to be returned.

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Please review the Circular before completing your form of proxy or voting instruction form as the Circular contains additional information about each matter to be voted on at the Meeting.

Regardless of whether a Shareholder plans to attend the Meeting online, the Company requests that each Shareholder vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting in accordance with the instructions set out in the enclosed form of proxy (or voting instruction form) and in the Circular.

DATED December 15, 2020.

BY ORDER OF THE WEST FRASER BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

Vancouver, British Columbia

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MANAGEMENT INFORMATION CIRCULAR

In response to the current COVID-19 pandemic, West Fraser will hold its Meeting in a virtual format via live webcast. All Shareholders are invited and encouraged to participate in the Meeting using the instructions set out in this Circular.

This Circular is furnished in connection with the solicitation of proxies by the management of West Fraser for use at the Meeting to be held on Tuesday, January 19, 2021 at 11:00 a.m. (Pacific time) by virtual online meeting, for the purposes set out in the accompanying Notice of Meeting.

Instructions on Voting at the Meeting

Registered Shareholders and duly appointed proxyholders will be able to attend the virtual Meeting and vote in real time, provided they are connected to the Internet and follow the instructions in this Circular. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as guests but will not be able to vote at the virtual Meeting.

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including a Non-registered Shareholder who wishes to appoint themselves as their own proxy to attend the virtual Meeting) must carefully follow the instructions in this Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with AST Trust, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with AST Trust will result in the proxyholder not receiving a 13-digit control number to participate in the virtual Meeting and only being able to attend as a guest. Guests will be able to listen to the virtual Meeting but will not be able to vote.

How to Vote

You have two ways to vote:

• by submitting your form of proxy or voting instruction form as per instructions indicated; or

• during the Meeting by online ballot through the live webcast platform.

Registered Shareholders and duly appointed proxyholders (including Non-registered Shareholders who have duly appointed themselves as proxyholder) that attend the Meeting online will be able to vote by completing a ballot online during the Meeting through the live webcast platform.

Guests (including Non-registered Shareholders who have not duly appointed themselves as proxyholder) can log into the Meeting as set out below. Guests will be able to listen to the Meeting but will not be able to vote during the Meeting.

• Step 1: Log in online at https://web.lumiagm.com/485161310.

• Step 2: Follow these instructions:

Registered Shareholders: Click “I have a control number” and then enter your control number and password “westfraser2021” (case sensitive). The control number located on the form of proxy or in the email notification you received from AST Trust is your control number. If you use your control number to log in to the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. If you do not wish revoke a previously submitted proxy, you should not vote during the Meeting.

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Duly appointed proxyholders: Click “I have a control number” and then enter your control number and password “westfraser2021” (case sensitive). Proxyholders who have been duly appointed and registered with AST Trust as described in this Circular will receive a control number by email from AST Trust after the proxy voting deadline has passed.

Guests: Click “Guest” and then complete the online form.

It is your responsibility to ensure Internet connectivity for the duration of the Meeting and you should allow ample time to log in to the Meeting online before it begins.

Non-registered Shareholders/Appointees obtaining a control number to vote during the Meeting:

You must complete the additional step of registering the proxyholder by calling AST Trust at 1.866.751.6315 (within North America) or 1.212.235.5754 (outside of North America) by no later than 11:00 a.m. (Pacific time) on January 15, 2021. Failing to register your proxyholder online will result in the proxyholder not receiving a control number, which is required to vote at the Meeting.

Non-registered Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest.

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FREQUENTLY ASKED QUESTIONS

What is this document?

This Circular is being sent to you in connection with the Meeting of Shareholders that will be held on Tuesday, January 19, 2021 at 11:00 a.m. (Pacific time). This Circular provides additional information about the business of the Meeting, West Fraser and Norbord. A form of proxy or voting instruction form accompanies this Circular.

Why is the Meeting being held?

Under the rules of the TSX, a listed company is generally required to obtain shareholder approval in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% of the number of outstanding securities of the listed issuer, on a non-diluted basis, prior to the date of closing of the transaction. As the Arrangement will result in West Fraser issuing in excess of 25% of the outstanding West Fraser Shares, approval of the Share Issuance Resolution by a simple majority (50% plus one vote) of votes cast at the Meeting by Shareholders, present in person (by virtual means) or by proxy, is required to complete the Arrangement. The text of the Share Issuance Resolution is set out in full in Appendix A to this Circular.

In addition, Shareholders are being asked to approve the Stock Option Plan Amendment Resolution to amend the West Fraser Stock Option Plan to increase the number of West Fraser Shares issuable upon the exercise of West Fraser Options granted thereunder by 1,000,000 West Fraser Shares. The Stock Option Plan Amendment Resolution requires the approval of a simple majority (50% plus one vote) of votes cast at the Meeting by Shareholders, present in person (by virtual means) or by proxy, to be effective. The text of the Stock Option Plan Amendment Resolution is set out in full in Appendix B to this Circular.

Who is eligible to vote?

Holders of West Fraser Shares at the close of business on the record date (December 11, 2020) and their duly appointed representatives are eligible to vote. Each West Fraser Share is entitled to one vote.

Who is soliciting my proxy?

Proxies are being solicited in connection with this Circular by West Fraser’s management. West Fraser will bear the costs associated with the solicitation (with certain exceptions). The solicitation will be made primarily by mail, but proxies may also be solicited personally by regular employees of West Fraser to whom no additional compensation will be paid.

What is the Arrangement?

The Arrangement involves West Fraser acquiring all of the issued and outstanding Norbord Shares. Pursuant to the Arrangement, the Norbord Shareholders will receive 0.675 of a West Fraser Share for each Norbord Share held by them, which equates to CDN$49.35 (US$37.78) per Norbord Share, based on the closing price of the West Fraser Shares on November 18, 2020. This Consideration represents a 13.6% premium to the closing price of the Norbord Shares on the TSX on November 18, 2020, the last trading day preceding the announcement of the Arrangement, and a premium of 8% based on the 10-day volume weighted average trading prices of the West Fraser Shares and the Norbord Shares on the TSX.

The Arrangement is being carried out pursuant to the terms of an Arrangement Agreement between West Fraser and Norbord and will be conducted in accordance with a Court-approved Plan of Arrangement under Section 192 of the CBCA. Following Closing, assuming an estimated 54,480,178 West Fraser Shares are issued to Norbord Shareholders as Consideration under the Arrangement, existing Shareholders will own approximately 56% of West Fraser, with current Norbord Shareholders owning approximately 44% of West Fraser. The exact number of West Fraser Shares

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that will ultimately be issued will be dependent upon the number of issued and outstanding Norbord Shares on the Effective Date, which may change due to the exercise of Norbord Options and adjustments to the Exchange Ratio in accordance with the Arrangement Agreement.

In the event West Fraser or Norbord declares a dividend prior to the Effective Date in excess of the threshold amounts set out in the Arrangement Agreement, the Exchange Ratio will be adjusted and, as a result, the number of West Fraser Shares issued in connection with the Plan of Arrangement will increase (in the case of a West Fraser Excess Dividend) or decrease (in the case of a Norbord Excess Dividend). No such Excess Dividends are presently contemplated by West Fraser, or to the knowledge of management of West Fraser, by Norbord.

Why is West Fraser proposing to acquire Norbord?

In evaluating the Arrangement and unanimously reaching its conclusion and making its recommendation in support of the Arrangement, the West Fraser Board considered a number of factors including, among others:

• the Arrangement is expected to result in the creation of a leading integrated low-cost wood products producer;

• West Fraser and Norbord have complementary product offerings;

• the Arrangement is consistent with West Fraser’s existing business strategy;

• the Arrangement is expected to improve performance through meaningful synergies;

• West Fraser and Norbord together are expected to have strong organizational capabilities;

• following Closing, West Fraser is expected to have strong growth potential and a strong financial position;

• the Arrangement is expected to improve West Fraser’s capital markets profile; and

• the Arrangement enables West Fraser and Norbord to further their commitments to safety and sustainability, as well as environmental, social and governance (ESG) responsibility.

What does the West Fraser Board think about the Arrangement?

AFTER CAREFUL CONSIDERATION OF THE ARRANGEMENT, THE WEST FRASER BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SHARE ISSUANCE RESOLUTION.

Has West Fraser received fairness opinions in connection with the Arrangement?

TD Securities and Scotiabank have each provided fairness opinions to the effect that, as of November 18, 2020, and based upon and subject to the assumptions, limitations and qualifications set forth in their opinions, the Consideration to be paid by West Fraser pursuant to the Arrangement Agreement is fair, from a financial point of view, to West Fraser. The full text of the fairness opinions can be found in Appendices C and D to this Circular.

How many West Fraser Shares could be issued pursuant to the Arrangement?

Based on the number of West Fraser Shares and Norbord Shares issued and outstanding on December 15, 2020, an estimated 55,373,881 West Fraser Shares will be issued or issuable in connection with the Arrangement, representing 80.6% of the aggregate number of West Fraser Shares and West Fraser Class B Shares issued and outstanding as at that date. This is comprised of an estimated 54,480,178 West Fraser Shares to be issued to Norbord Shareholders as Consideration under the Arrangement and an estimated 893,703 West Fraser Shares issuable upon the exercise of Replacement Options to be issued to holders of Norbord Options in exchange for their Norbord Options. The Share Issuance Resolution will authorize West Fraser to issue such number of West Fraser Shares as is required for West Fraser to acquire 100% of the issued and outstanding Norbord Shares. The exact number of West Fraser Shares that will ultimately be issued will be dependent upon the number of issued and outstanding Norbord Shares on the Effective

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Date, which may change due to the exercise of Norbord Options, rounding in respect of fractional share entitlements and adjustments to the Exchange Ratio in accordance with the Arrangement Agreement.

The Replacement Options will be issued under two new replacement stock option plans to be adopted by West Fraser in connection with Closing, which will only be used to grant these Replacement Options and will not require separate Shareholder approval under the policies of the TSX as the aggregate number of West Fraser Shares issuable thereunder is less than 2% of the number of West Fraser Shares issued and outstanding prior to giving effect to the Arrangement.

In the event West Fraser agrees to increase the Consideration, for example if Norbord receives a Superior Proposal, the TSX will generally not require further approvals from Shareholders for the issuance of up to approximately 13,843,470 additional West Fraser Shares such number being 25% of the estimated number of West Fraser Shares being approved for issuance by Shareholders at the Meeting. Your approval of the Share Issuance Resolution will be deemed to be approval of any increase to the Consideration in the event that West Fraser submits a revised offer in response to a Superior Proposal received by Norbord (see discussion below.)

How will the Arrangement affect my ownership and voting rights as a Shareholder?

Following Closing, assuming an estimated 54,480,178 West Fraser Shares are issued to Norbord Shareholders as Consideration under the Arrangement, existing Shareholders and Norbord Shareholders will own approximately 56% and 44% of West Fraser, respectively. The exact number of West Fraser Shares that will ultimately be issued will be dependent upon the number of issued and outstanding Norbord Shares on the Effective Date, which may change due to the exercise of Norbord Options and adjustments to the Exchange Ratio in accordance with the Arrangement Agreement.

As a result of the issuance of West Fraser Shares in connection with the Arrangement, your ownership and voting interests in West Fraser will be diluted relative to your current interests, however the joint asset base of the Combined Company will be significantly larger.

Why is West Fraser increasing the number of West Fraser Shares that may be issued on the exercise of West Fraser Options?

West Fraser is seeking Shareholder approval to increase the number of West Fraser Shares that may be issued on the exercise of West Fraser Options under the West Fraser Stock Option Plan by 1,000,000 West Fraser Shares so that it may continue to grant West Fraser Options to current employees of West Fraser, and, following Closing, to grant West Fraser Options to current employees of Norbord who will become West Fraser employees.

THE WEST FRASER BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE STOCK OPTION PLAN AMENDMENT RESOLUTION.

What level of Shareholder approval is required?

In order to become effective, both the Share Issuance Resolution and the Stock Option Plan Amendment Resolution must be approved by a simple majority (50% plus one vote) of the votes cast by Shareholders, present in person (by virtual means) or by proxy at the Meeting.

How are the directors and executive officers voting their West Fraser Shares?

Each director and certain executive officers of West Fraser are required to vote their shares FOR the Share Issuance Resolution in accordance with the terms of the West Fraser Voting Agreements. In addition, the Ketcham Affiliates have entered into voting support agreements with Norbord pursuant to which they have agreed to vote a total of 13,013,800 West Fraser Shares and West Fraser Class B Shares, representing approximately 19% of the outstanding West Fraser Shares and West Fraser Class B Shares in favour of the Arrangement.

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When does West Fraser expect the Arrangement to be completed?

As the Arrangement is conditional upon the receipt of a number of stock exchange, regulatory, Court and shareholder approvals, the exact timing of Closing cannot be predicted, but it is expected to occur in the first quarter of 2021.

What conditions must be satisfied to complete the Arrangement?

The Arrangement is conditional upon the receipt of, among other things: (i) the approval of the Share Issuance Resolution by an affirmative vote of a simple majority (50% plus one vote) of votes cast by Shareholders present in person (by virtual means) or by proxy at the Meeting; (ii) the approval of the Arrangement Resolution by an affirmative vote of 66²⁄₃% of the votes cast on the Arrangement Resolution by Norbord Shareholders present in person (by virtual means) or represented by proxy at the Norbord Meeting, with each Norbord Share entitling a Norbord Shareholder to one vote; (iii) applicable stock exchange and regulatory approvals; (iv) Court approval; (v) listing of the West Fraser Shares on the NYSE; and (vi) the satisfaction of certain closing conditions customary for transactions of this nature.

Who will be the senior management and directors of West Fraser following Closing?

On the Effective Date, the size of the West Fraser Board will be increased by two directors and the West Fraser Board will be comprised of all of the current directors of West Fraser and two independent directors of Norbord, being Marian Lawson and Colleen McMorrow. The West Fraser Board will continue to be chaired by Hank Ketcham.

On Closing, Raymond Ferris will continue as the Chief Executive Officer of West Fraser and Chris Virostek will continue as the Chief Financial Officer of West Fraser. Peter Wijnbergen, the President and Chief Executive Officer of Norbord will be appointed President, Engineered Wood of West Fraser. Sean McLaren, the Vice-President, U.S. Lumber of West Fraser will be appointed as President, Solid Wood of West Fraser. The other executive officers of West Fraser will continue as the executive officers of West Fraser following Closing.

Am I entitled to Dissent Rights?

No. Shareholders are not entitled to Dissent Rights in connection with the actions to be taken at the Meeting.

What if Shareholders do not approve the Share Issuance Resolution or the Stock Option Plan Amendment Resolution?

If the Share Issuance Resolution is not approved, the Arrangement will not be completed and either West Fraser or Norbord may elect to terminate the Arrangement Agreement.

The approval of the Stock Option Plan Amendment Resolution is not conditional upon the approval of the Share Issuance Resolution and is not a condition to Closing. If the Stock Option Plan Amendment Resolution is not approved, then West Fraser will be limited to granting 182,506 West Fraser Options, which may be an insufficient number of stock options to grant to employees of West Fraser as compensation in accordance with West Fraser’s compensation structure and consistent with its past compensation practices.

What happens if Norbord receives a Superior Proposal?

If Norbord receives a Superior Proposal, West Fraser will be given an opportunity to match such proposal. In the event West Fraser does not match the Superior Proposal, Norbord may terminate the Arrangement Agreement and enter into a transaction in respect of such Superior Proposal, provided it first pays a termination fee in the amount of CDN$110 million to West Fraser. Pursuant to the Share Issuance Resolution and in accordance with the rules of the TSX, West Fraser may, without requiring any additional Shareholder approval, issue up to approximately 13,843,470 additional West Fraser Shares to Norbord Shareholders in order to match any such Superior Proposal.

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What happens if West Fraser receives a Superior Proposal?

If West Fraser receives a Superior Proposal, Norbord will be given an opportunity to match such proposal. In the event Norbord does not match the Superior Proposal, West Fraser may terminate the Arrangement Agreement and enter into a transaction in respect of such Superior Proposal, provided it first pays a termination fee in the amount of CDN$110 million to Norbord (the “West Fraser Termination Payment”).

Are there risks I should consider in connection with the Arrangement?

Yes. There are a number of risk factors that you should consider in connection with the Arrangement. These are described in the section of this Circular entitled “Risk Factors Relating to the Arrangement and West Fraser” and in certain documents incorporated in this Circular by reference, including in the West Fraser AIF, the Norbord AIF and the MD&A for each of West Fraser and Norbord.

How do I vote?

If you are a Registered Shareholder, you may vote your West Fraser Shares by proxy or you can attend the Meeting virtually and vote at the Meeting. Voting by proxy is the easiest way to vote because you don’t have to attend the Meeting. Instead you appoint the persons named in the proxy or another person or entity of your choosing, who need not be a Shareholder, to represent you as a proxyholder and vote your West Fraser Shares at the Meeting. A proxy will not be valid unless it is dated and signed by the Registered Shareholder or by the Registered Shareholder’s attorney with proof that they are authorized to sign, and is completed according to the instructions therein.

There are different ways to submit your voting instructions depending on whether you are a Registered Shareholder or a Non-registered Shareholder. If your West Fraser Shares are held in an account with a bank, trust company, securities broker, trustee or other intermediary, please refer to the answer to the question “How do I vote if my West Fraser Shares are held in the name of an intermediary?”.

How do I vote my West Fraser Shares at the Meeting?

If you are a Registered Shareholder and plan to virtually attend at the Meeting and you wish to vote your West Fraser Shares at the Meeting online, do not complete the enclosed form of proxy, as your vote will be taken and counted at the Meeting. If your West Fraser Shares are held in an account with an intermediary, please see the answer to the question “How do I vote if my West Fraser Shares are held in the name of an intermediary?”

How do I know if I am a “Registered” Shareholder or a “Non-registered” Shareholder?

You may own West Fraser Shares in one or both of the following ways:

1. If you are in possession of a physical share certificate in your name or you appear as the Registered Shareholder in the records of West Fraser’s transfer agent, you are a “Registered Shareholder” and your name and address are known to West Fraser through its transfer agent, AST Trust.

2. If you own West Fraser Shares through a bank, trust company, securities broker, trustee or other intermediary, you are a “Non-registered Shareholder” and you will not have a physical share certificate. In this case, you will have an account statement from your bank or broker as evidence of your West Fraser Share ownership.

Most Shareholders are Non-registered Shareholders. Their West Fraser Shares are registered in the name of an intermediary, such as a bank, trust company, securities broker, trustee, custodian or other nominee who holds the West Fraser Shares in a nominee account or in the name of such nominee, or in the name of a clearing agency in which the intermediary is a participant (such as CDS). Intermediaries have obligations to forward meeting materials to such non-registered holders unless otherwise instructed by the holder (and as required by regulation in some cases, despite such instructions).

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If my West Fraser Shares are held in the name of an intermediary, will they automatically vote my West Fraser Shares for me?

No. Specific voting instructions must be provided. See “How do I vote if my West Fraser Shares are held in the name of an intermediary?” below.

How do I vote if my West Fraser Shares are held in the name of an intermediary?

Only Registered Shareholders and duly appointed and registered proxyholders are permitted to vote at the Meeting. To vote using the voting instruction form received with this package, carefully follow the instructions provided. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your West Fraser Shares are voted at the Meeting. Often, the form of proxy or voting instruction form supplied by your 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 your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge who mails a scannable voting instruction form in lieu of the form of proxy. You are asked to complete and return the voting instruction form to them by telephone, fax or mail. Non-registered Shareholders cannot use a voting instruction form to vote directly at the Meeting. To attend and vote at the Meeting (or have another person attend and vote on the Non-registered Shareholder’s behalf) the Non-registered Shareholder must strike out the names of the persons named in the form of proxy or voting instruction form and insert the Non-registered Shareholder’s (or such other person’s) name in the blank space provided and return the form of proxy or voting instruction form in accordance with the instructions provided by the intermediary. In addition, the Non-registered Shareholder must register such proxyholder with AST Trust, after submitting the form of proxy or voting instruction form.

What happens if I sign the enclosed form of proxy?

Signing the enclosed form of proxy gives authority to West Fraser’s listed directors or officers to vote your West Fraser Shares at the Meeting in accordance with your instructions. You have the right to appoint as your proxyholder a person or company (who need not be a Shareholder), other than the persons designated in the form of proxy accompanying this Circular, to attend and to act on your behalf at the Meeting. You may do so by striking out the names of the persons designated in the form of proxy and by inserting that other person’s name in the blank space provided. You must also register such proxyholder with AST Trust, after submitting the form of proxy. If you hold your West Fraser Shares through an intermediary you should refer to “How do I vote if my West Fraser Shares are held in the name of an intermediary?” above.

What should I do with my completed form of proxy?

You must deposit your completed form of proxy (by mail, telephone, fax or online) with AST Trust no later than 11:00 a.m. (Pacific time) on January 15, 2021, or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment or postponement of the Meeting. The Chair of the Meeting has the discretion to accept or reject any late proxies, and can waive or extend the deadline for receiving proxy voting instructions without notice. If you hold West Fraser Shares through an intermediary you should refer to “How do I vote if my West Fraser Shares are held in the name of an intermediary?” above.

Once I have submitted my proxy, can I change my vote?

Yes. To revoke a proxy, a Registered Shareholder may deliver a written notice to West Fraser’s registered office at any time up to and including the last Business Day before the Meeting or any adjournment or postponement of the Meeting. A proxy may also be revoked, with the consent of the Chair of the Meeting, on the day of the Meeting, or any adjournment or postponement of the Meeting, by a Registered Shareholder by delivering written notice to the Chair of the Meeting. In addition, a proxy may be revoked by depositing with AST Trust another properly executed instrument appointing a proxy bearing a later date in the manner described above, or by any other method permitted by applicable Law. The written notice of revocation may be executed by the Registered Shareholder or by an attorney

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who has the Registered Shareholder’s written authorization. If the Registered Shareholder is a corporation, the written notice must be executed by a duly authorized officer or attorney who has such Registered Shareholder’s written authorization. The written authorization must accompany the revocation notice. A Registered Shareholder can also revoke a proxy by virtually attending and voting at the Meeting.

If you are a Non-registered Shareholder and wish to change your vote you must, in sufficient time in advance of the Meeting, arrange for your respective intermediary to change your vote and if necessary, revoke your proxy.

How will my West Fraser Shares be voted if I give my proxy?

If you appointed designated individuals on the form of proxy as your proxyholders, the West Fraser Shares represented by your proxy will be voted for or against the Share Issuance Resolution and the Stock Option Plan Amendment Resolution in accordance with your instructions as indicated on the form, on any ballot that may be called for. If you submit a proxy, but do not provide specific instructions on your form of proxy as to how your West Fraser Shares should be voted, your West Fraser Shares will be voted FOR the Share Issuance Resolution and the Stock Option Plan Amendment Resolution.

Can I vote or appoint a proxy by Internet or telephone?

Registered Shareholders may use the Internet (www.astvotemyproxy.com) or the telephone (toll-free 1.888.489.5760) to transmit voting instructions on or before the date and time noted above, and may also use the Internet to appoint a proxyholder to attend and vote on behalf of the Registered Shareholder at the Meeting. If you vote by telephone, you cannot appoint anyone other than the designated management proxyholders named on your proxy form as your proxyholder. To vote by telephone or over the Internet, you will need your control number, which appears at the bottom of the first page of your proxy form. For information regarding voting or appointing a proxy by Internet or telephone, see the form of proxy for Registered Shareholders.

What if amendments are made to these matters or other business is brought before the Meeting?

The accompanying form of proxy confers discretionary authority on the individuals designated in the form of proxy with respect to any amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting, and the named proxies in your properly executed proxy will vote on such matters in accordance with their best judgment. At the date of this Circular, management of West Fraser is not aware of any such amendments, variations or other matters which may be presented for action at the Meeting.

How many West Fraser Shares are entitled to vote?

As of December 11, 2020, the record date for the Meeting, there were 66,397,144 West Fraser Shares and 2,281,478 West Fraser Class B Shares issued and outstanding, with each share carrying the right to one vote. The West Fraser Shares and West Fraser Class B Shares will vote together as a single class at the Meeting.

What if I have other questions?

If you have questions, you may contact West Fraser shareholder relations by phone at (604) 895-2700 or by email at shareholder@westfraser.com.

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INFORMATION CONTAINED IN THIS CIRCULAR

Information in this Circular

The information contained in this Circular is given as at December 15, 2020, except where otherwise noted, and information contained in documents incorporated by reference herein is given as of the dates noted in those documents.

This Circular does not constitute an offer to buy or a solicitation of an offer to sell any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

You should not construe the contents of this Circular as legal, tax or financial advice and should consult with your own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Circular.

No person has been authorized to give any information or make any representation in connection with the Arrangement or any other matters to be considered at the Meeting other than those contained in the press release dated November 19, 2020, the material change report dated November 27, 2020 and this Circular (or incorporated by reference herein). If given or made, any such information or representation must not be relied upon as having been authorized by West Fraser.

All summaries of, and references to, the Arrangement in this Circular are qualified in their entirety by reference to the complete text of the Arrangement Agreement and the Plan of Arrangement attached as Schedule A to the Arrangement Agreement, which are available on SEDAR at www.sedar.com. You are urged to carefully read the full text of the Arrangement Agreement and the Plan of Arrangement.

Information Pertaining to Norbord

Except as otherwise indicated, the information concerning Norbord incorporated by reference or contained in this Circular has been provided by Norbord or is taken from, or is based upon, publicly available information and records on file with Securities Authorities and other public sources. In the Arrangement Agreement, Norbord provided a covenant that it would ensure that the information provided by it for the preparation of this Circular does not include an untrue statement of a material fact or omit to state a material fact required to be stated in this Circular in order to make any information so furnished not misleading in light of the circumstances in which it was made. Although management of West Fraser have no knowledge that would indicate that any statements contained herein concerning Norbord taken from or based on such documents and records are untrue or incomplete, neither West Fraser nor any of its directors or officers assume any responsibility for the accuracy or completeness of such information, including any of Norbord’s financial statements, or for any failure of Norbord to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to West Fraser.

Notice to United States Shareholders

The solicitation of proxies hereby is not subject to the proxy requirements of Section 14(a) of the U.S. Exchange Act, by virtue of an exemption applicable to proxy solicitations by “foreign private issuers” as defined in Rule 3b-4 under the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with applicable disclosure requirements in Canada. Shareholders in the United States should be aware that such requirements are different than those of the United States.

Financial statements and information of West Fraser included or incorporated by reference herein have been prepared in accordance with IFRS, and are subject to auditing and auditor independence standards applicable in Canada. Financial statements and information of Norbord included or incorporated by reference herein have been prepared in accordance with IFRS, and are subject to auditing and auditor independence standards applicable in Canada and the United States.

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The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that each of Norbord and West Fraser is incorporated or organized outside the United States, that some or all of their respective officers and directors and the experts named herein are residents of a foreign country, and that all or a substantial portion of the assets of Norbord and West Fraser and said persons are located outside the United States. As a result, it may be difficult or impossible for U.S. securityholders to effect service of process within the United States upon Norbord’s or West Fraser’s respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, U.S. securityholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

Forward-Looking Statements

This Circular, and the documents incorporated by reference herein, contain certain forward-looking information within the meaning of Securities Laws. All statements, other than statements of historical fact, are forward-looking statements or information. When used in this Circular, the words “anticipate”, “believe”, “continue”, “estimate”, “expect”, “objective”, “ongoing”, “will”, “project”, “should”, “intend”, “potential”, “pro forma”, “target”, “plan”, “forecast”, “budget”, “may”, “schedule” and other similar expressions are intended to identify forward-looking statements or information. These forward-looking statements or information relate to, among other things:

• the timing and implementation of the Arrangement;

• expectations regarding whether the Arrangement will be completed, including whether the conditions to Closing will be satisfied;

• the integration of Norbord with West Fraser following the Arrangement;

• the anticipated benefits of the Arrangement, including the enhanced geographic diversity of West Fraser following the Arrangement;

• the expectation that the Arrangement will lead to greater efficiencies and operating synergies;

• West Fraser’s business outlook following the Arrangement;

• plans and expectations for West Fraser’s and Norbord’s properties and operations following the Arrangement;

• forecasted business and financial results;

• the receipt of required shareholder approvals in respect of the Arrangement;

• the receipt of required Regulatory Approvals;

• the satisfaction of closing conditions for the Arrangement;

• the financial position of West Fraser following the Arrangement;

• future opportunities for growth;

• the date of the Meeting and the Norbord Meeting;

• the parties thereto abiding by the terms of the Voting Agreements entered into in connection with the Arrangement;

• the ability of West Fraser to pay out dividends following Closing;

• the governance and management structure of West Fraser following Closing;

• estimated Closing costs;

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• the receipt of the approval of the TSX to list the West Fraser Shares issued as Consideration pursuant to the Arrangement on the TSX and of the NYSE to list the West Fraser Shares (including the West Fraser Shares issued as Consideration pursuant to the Arrangement) on the NYSE; and

• anticipated Taxes.

These statements or information reflect West Fraser’s current views with respect to future events are necessarily based upon a number of assumptions and estimates that, while considered reasonable, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information contained in this Circular, and West Fraser has made assumptions and estimates based on or related to many of these factors. The factors and assumptions related to the Arrangement include, but are not limited to:

• the approval of the Arrangement by the Court;

• the approval of the Share Issuance Resolution by Shareholders;

• the Norbord Shareholder Approval being obtained;

• the receipt of all required Regulatory Approvals, stock exchange approvals and third party approvals to complete the Arrangement;

• the completion of the Arrangement;

• currency exchange rates remaining as estimated;

• prices for energy inputs, labour, materials, supplies and services (including transportation);

• no labour-related disruptions at any of West Fraser’s facilities; and

• the ability to comply with environmental, health and safety laws.

Other factors include, without limitation, fluctuations in currency markets (such as the Canadian dollar versus the U.S. dollar, the British Pound sterling or the Euro); changes in national and local government, legislation, taxation, controls or regulations including, among others, changes to import and export regulations and laws relating to the repatriation of capital and foreign currency controls; political or economic developments in Canada, the United States, the United Kingdom, Belgium or other countries where West Fraser and Norbord may carry on business in the future; the impact on relationships with regulatory bodies, employees, suppliers, customers and competitors; operational risks; environmental risks, including risks associated with climate change; risks relating to the credit worthiness or financial condition of parties with whom West Fraser and Norbord do business; inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; employee relations; global financial conditions; West Fraser’s and Norbord’s ability to complete the Arrangement and successfully integrate the Combined Company and to mitigate other business combination risks; fluctuations in prices for energy inputs, labour, materials, supplies and services (including transportation); the ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner; changes in laws, regulations and government practices in the jurisdictions where West Fraser and Norbord operate, including environmental, export and import laws and regulations; and those other risk factors identified in the West Fraser AIF, the Norbord AIF, and the MD&As of West Fraser for the three and nine month periods ended September 30, 2020 and for the year ended December 31, 2019, and the MD&As of Norbord for the three and nine month periods ended October 3, 2020 and for the year ended December 31, 2019, each of which are incorporated in the Circular by reference, and are filed, as applicable, with the Canadian Securities Authorities and the SEC. Investors are cautioned against attributing undue certainty or reliance on forward-looking statements. Although West Fraser has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. West Fraser does not intend, and does not assume any obligation, to update this forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable Law.

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Non-IFRS Financial Measures

Throughout this Circular and in the documents incorporated by reference that relate to West Fraser, reference is made to Adjusted EBITDA, adjusted earnings, adjusted basic earnings per share, available liquidity, and total and net debt to total capital ratio (collectively, the “West Fraser Non-IFRS measures”). West Fraser believes that, in addition to earnings, these West Fraser Non-IFRS measures are useful performance indicators for investors with regard to operating and financial performance. Adjusted EBITDA is also used to evaluate the operating and financial performance of West Fraser’s operating segments, generate future operating plans, and make strategic decisions.

In addition, certain documents incorporated by reference into this Circular that relate to Norbord refer to EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, adjusted earnings (loss), adjusted earnings (loss) per share, cash provided by (used for) operating activities per share, operating working capital, total working capital, capital employed, return on capital employed, return on equity, net debt, net debt for financial covenant purposes, tangible net worth, net debt to capitalization, book basis, and net debt to capitalization, market basis (together with the West Fraser Non-IFRS measures, the “Non-IFRS measures”).

In addition, reference is made in this Circular to Adjusted EBITDA on a pro forma basis after giving effect to the Arrangement. This figure is calculated by taking the pro forma earnings of West Fraser and Norbord and adding export duties, equity-based compensation, amortization, restructuring and impairment charges, finance expenses, tax and other items. See the unaudited pro forma combined consolidated financial statements of West Fraser attached as Appendix G to this Circular.

These Non-IFRS measures are not generally accepted financial measures under IFRS and do not have standardized meanings prescribed by IFRS. Investors are cautioned that none of these Non-IFRS measures should be considered as an alternative to earnings, earnings per share, or cash flow, as determined in accordance with IFRS. As there is no standardized method of calculating any of these Non-IFRS measures, the method of calculating each of them may differ from the methods used by other entities and, accordingly, the use of any of these Non-IFRS measures may not be directly comparable to similarly titled measures used by other entities. Accordingly, these Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The reconciliation of these Non-IFRS measures used and presented by West Fraser or Norbord, as applicable, to the most directly comparable IFRS measures is provided in certain documents incorporated by reference herein in which these Non-IFRS measures are referenced.

Currency and Currency Exchange Rate Information

Unless stated otherwise or the context otherwise requires, all references to dollar amounts in this Circular are references to Canadian dollars. References to “CDN$” are to Canadian dollars and references to “US$” are to U.S. dollars.

The following table sets forth, for each period indicated, the exchange rate of the Canadian dollar to the U.S. dollar at the end of such period and the average, high and low exchange rates for such period (such rates, which are expressed in U.S. dollars, are based on the daily exchange rate for U.S. dollars reported by the Bank of Canada).

(U.S. dollars per one Canadian dollar)	Nine months ended September 30, 2020 (US$)		Year ended December 31, 2019 (US$)
Low for the period		0.6898		0.7353
High for the period		0.7710		0.7699
Rate at the end of the period		0.7497		0.7699
Average rate for the period		0.7391		0.7537

On December 15, 2020, the date of this Circular, the Bank of Canada daily exchange rate for the purchase of one Canadian dollar using U.S. dollars was US$0.7860.

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Glossary of Terms

Capitalized terms used in this Circular and not otherwise defined herein have the meanings set out in the Glossary attached to this Circular as Appendix H.

INFORMATION CONCERNING THE MEETING AND ENTITLEMENT TO VOTE

The Meeting gives Shareholders the opportunity to vote on items of West Fraser business, including the Share Issuance Resolution and the Stock Option Plan Amendment Resolution, and to receive an update on West Fraser and the proposed Arrangement.

Purpose of the Meeting

The purpose of the Meeting is for Shareholders to consider and, if thought advisable, to approve the Share Issuance Resolution, which will approve the issuance of the West Fraser Shares pursuant to the Arrangement, and the Stock Option Plan Amendment Resolution. See “Business to be Considered at the Meeting”. The full text of the Share Issuance Resolution and the Stock Option Plan Amendment Resolution are attached to this Circular as Appendices A and B, respectively.

Date, Time and Place

West Fraser has applied for, and received, an Order from the Supreme Court of British Columbia authorizing the holding of the Meeting by virtual means in the manner described in this Circular.

The Meeting will be held virtually via live audio webcast at https://web.lumiagm.com/485161310 password “westfraser2021” (case sensitive) on Tuesday, January 19, 2021 at 11:00 a.m. (Pacific time), unless the Meeting is adjourned or postponed in accordance with the terms of the Arrangement Agreement. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. At the Meeting, Registered Shareholders and duly appointed proxyholders will have the opportunity to ask questions in real time and vote on the matters of business. Non-registered Shareholders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests, but will not be able to vote or ask questions.

Guests can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote or ask questions. If you attend the Meeting online, it is important that you are connected to the Internet at all times during the Meeting. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures. If you accidentally disconnect from the Meeting simply log back in. To access the Meeting as a guest, log in online as set out below, click “I am a guest” and complete the online form.

Record Date

The West Fraser Board has fixed December 11, 2020 as the record date for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. Shareholders of record at the close of business on the record date are entitled to notice of the Meeting and to vote thereat or at any adjournment or postponement thereof. To the extent a Shareholder transfers the ownership of any of its West Fraser Shares after the record date and the transferee of those West Fraser Shares establishes that it owns those West Fraser Shares and requests, at least 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote such West Fraser Shares at the Meeting.

Quorum

A quorum for the transaction of business at the Meeting is two individuals present at the commencement of the Meeting holding or representing by proxy the holder or holders of West Fraser Shares carrying not less than one-tenth of the votes eligible to be cast at the Meeting. If a Shareholder submits a properly executed form of proxy or voting instruction form or votes by telephone or the Internet, they will be considered a part of the quorum.

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West Fraser Shares held through a nominee with respect to which such Non-registered Shareholder fails to give voting instructions to the nominee, and West Fraser Shares with respect to which such Non-registered Shareholder otherwise fails to vote, will not be considered present for the purpose of determining the presence of a quorum.

If a quorum is not present or if there are not sufficient votes for the purpose of approval of the Share Issuance Resolution and the Stock Option Plan Amendment Resolution, West Fraser expects that the Meeting will be adjourned or postponed to solicit additional proxies. At any subsequent reconvening of the Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent reconvening of the Meeting.

Voting Shares and Principal Holders

As at December 15, 2020, there were a total of 66,397,144 West Fraser Shares and 2,281,478 West Fraser Class B Shares issued and outstanding. Each issued and outstanding West Fraser Share and West Fraser Class B Share on the record date is entitled to one vote on each of the resolutions to be considered and voted on at the Meeting.

To the knowledge of management and the West Fraser Board, the following persons or companies beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the issued and outstanding West Fraser Shares or West Fraser Class B Shares:

Name of Beneficial Holder	Title of Class		Amount Beneficially Owned or Controlled		% of Class		% of Total Votes
Ketcham Investments, Inc.(1)		Common Class B Common		5,662,718 1,743,228		8.5 76.4		8.2 2.5
								10.7
Tysa Investments, Inc.(2)		Class B Common		333,066		14.6		0.5
Great Pacific Capital Corp.(3)		Common		8,914,900		13.4		13.0

Notes:

(1) Ketcham Investments, Inc. is controlled by the family of Henry H. (Hank) Ketcham, Chairman of the West Fraser Board.

(2) Tysa Investments, Inc. is controlled by William P. Ketcham, one of West Fraser’s former directors.

(3) Based on public filings on SEDI and SEDAR as at December 15, 2020. Includes West Fraser Shares owned or controlled by Great Pacific Capital Corp. and its affiliate Great Pacific Financial Services Ltd. West Fraser is not aware of any changes in holdings since December 15, 2020. Great Pacific Capital Corp. and its affiliate Great Pacific Financial Services Ltd. are controlled by James A. Pattison.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management of West Fraser for use at the Meeting at the time and place and for the purposes set forth in the accompanying Notice of Meeting. The West Fraser Board has approved the contents and distribution of this Circular.

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of West Fraser. West Fraser will bear all costs of this solicitation. West Fraser has arranged for intermediaries to forward the Meeting proxy materials to Non-registered Shareholders by those intermediaries and West Fraser may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

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Appointment of Proxyholders

The individuals named in the accompanying form of proxy are directors or officers of West Fraser. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the form of proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the form of proxy or by completing and delivering another suitable form of proxy. If your West Fraser Shares are held in physical (i.e. paper) form and actually registered in your name, then you are a Registered Shareholder. However, if like most Shareholders you keep your West Fraser Shares in a brokerage account, then you are a Non-registered Shareholder. The manner for voting is different for Registered Shareholders and Non-registered Shareholders, so you need to carefully read the instructions below.

Voting by Proxyholders

If you submit your votes by completing the form of proxy, the persons named as proxyholder in the form of proxy will vote the West Fraser Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your West Fraser Shares will be voted accordingly.

Revocability of Proxies

In addition to revocation in any other manner permitted by Law, a Registered Shareholder who has completed a form of proxy may revoke it by:

(a) executing a new form of proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing or, if the Registered Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to AST Trust by fax within North America at 1.866.781.3111 or outside North America at 1.416.368.2502, by mail to P.O. Box 721, Agincourt, Ontario, M1S 0A1, or by hand delivery to 1 Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6, at any time up to and including the last Business Day that precedes the day of the Meeting or, if the Meeting is adjourned, the last Business Day that precedes any reconvening thereof, or to the Chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by applicable Law; or

(b) by attending the Meeting by virtual means and voting the Registered Shareholder’s West Fraser Shares at the Meeting.

A revocation of a form of proxy will not affect the matter on which a vote is taken before the revocation.

Non-registered Shareholders who wish to change their vote must, within sufficient time in advance of the Meeting, arrange for their respective intermediaries to change their vote.

Exercise of Discretion by Proxyholders

The form of proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified,

(b) any amendment to or variation of any matter identified therein, and

(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the form of proxy you submitted, the management appointee acting as a proxyholder will vote in favour of the Share Issuance Resolution and the Stock Option Plan Amendment Resolution.

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Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to virtually attend the Meeting. Registered Shareholders who choose to appoint a proxy to vote on their behalf must complete the accompanying form of proxy and return it to the Proxy Department of AST Trust by mail at P.O. Box 721, Agincourt, Ontario, M1S 0A1 or by hand at 1 Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6, so that it arrives no later than 11:00 a.m. (Pacific time) on January 15, 2021 or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned or reconvened Meeting.

Alternatively, Registered Shareholders may call toll-free within North America 1.888.489.5760; or fax their duly completed form of proxy to AST Trust toll-free within North America at 1.866.781.3111 or outside North America at 1.416.368.2502; or go online at www.astvotemyproxy.com; or email their duly completed form of proxy to proxyvote@astfinancial.com to submit their vote by form of proxy.

Non-registered Shareholders

The following information is of significant importance to Shareholders who do not hold West Fraser Shares in their own name. Many Shareholders are considered Non-registered Shareholders because the West Fraser Shares they own are not registered in their own name, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the West Fraser Shares. More particularly, a person is a Non-registered Shareholder in respect of West Fraser Shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary that the Non-registered Shareholder deals with in respect of the West Fraser Shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered Registered Retirement Savings Plans (RRSPs), Registered Retirement Income Funds (RRIFs), Registered Education Savings Plans (RESPs) and similar plans); or (b) in the name of a clearing agency (such as CDS) of which the intermediary is a participant. Non-registered Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of West Fraser as the registered holders of West Fraser Shares) or as set out in the following disclosure.

If West Fraser Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those West Fraser Shares will not be registered in the Shareholder’s name on the records of West Fraser. Such West Fraser Shares will more likely be registered in the name of the Shareholder’s broker or an intermediary. The vast majority of such West Fraser Shares are registered, in Canada, under the name of CDS & Co. (the registration name of CDS, which acts as nominee for many Canadian brokerage firms), and, in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks). In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, West Fraser distributes copies of the Notice of Meeting, this Circular and the form of proxy (collectively, the “Meeting Materials”) to the appropriate depository and intermediaries for onward distribution to Non-registered Shareholders. West Fraser does not send Meeting Materials directly to Non-registered Shareholders. Intermediaries are required to forward the Meeting Materials to all Non-registered Shareholders for whom they hold West Fraser Shares unless such Non-registered Shareholders have waived the right to receive them. West Fraser has elected to pay for the delivery of Meeting Materials to objecting Non-registered Shareholders. Intermediaries often use service companies to forward the Meeting Materials to Non-registered Shareholders.

Intermediaries are required to seek voting instructions from Non-registered Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

Non-registered Shareholders should follow the instructions of their intermediary carefully to ensure that their West Fraser Shares are voted at the Meeting.

The form of proxy or voting instruction form supplied to you by your broker will be similar to the form of proxy provided to Registered Shareholders by West Fraser. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada and in the United States.

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Broadridge typically mails a scannable voting instruction form instead of the form of proxy. Non-registered Shareholders are asked to complete the voting instruction form and return it to Broadridge by mail or facsimile (as indicated on the voting instruction form provided by Broadridge).

The voting instruction form will name the same management designees as are named in the form of proxy to represent each Non-registered Shareholder at the Meeting. If you are a Non-registered Shareholder, you have the right to appoint a person (who need not be a Shareholder), different from those persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge in accordance with the instructions set out in the voting instruction form and this Circular. Once it has received all voting instruction forms, Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of West Fraser Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to: (a) have your West Fraser Shares voted as per your instructions, or (b) to have any alternate representative chosen by you duly appointed to attend and vote your West Fraser Shares at the Meeting.

The Notice of Meeting, form of proxy or voting instruction form, and this Circular are sent to both Registered Shareholders and Non-registered Shareholders.

BUSINESS TO BE CONSIDERED AT THE MEETING

Share Issuance Resolution

At the Meeting, Shareholders will be asked to consider and vote on the Share Issuance Resolution. The full text of the Share Issuance Resolution is attached as Appendix A.

West Fraser Shares Issuable Pursuant to the Arrangement

Based on the outstanding Norbord Shares as of December 15, 2020, West Fraser expects to issue an estimated 54,480,178 West Fraser Shares in exchange for 100% of the issued and outstanding Norbord Shares in connection with the Arrangement. On Closing, assuming that the number of Norbord Shares and West Fraser Shares outstanding does not change from the date of the information provided herein, it is expected that there will be 120,877,322 West Fraser Shares issued and outstanding on a non-diluted basis (excluding 2,281,478 West Fraser Class B Shares). Following Closing, existing Shareholders and Norbord Shareholders will own approximately 56% and 44% of West Fraser, respectively, based on the number of West Fraser Shares and Norbord Shares issued and outstanding as of December 15, 2020. In addition, approximately 893,703 West Fraser Shares will be issuable upon the exercise of Replacement Options. The exact number of West Fraser Shares that will ultimately be issued will be dependent upon the number of issued and outstanding Norbord Shares on the Effective Date, which may change due to the exercise of Norbord Options and adjustments to the Exchange Ratio in accordance with the Arrangement Agreement.

The Replacement Options will be issued under two new replacement stock option plans to be adopted by West Fraser in connection with Closing, which will only be used to grant these Replacement Options and will not require separate Shareholder approval under the policies of the TSX as the aggregate number of West Fraser Shares issuable thereunder is less than 2% of the number of West Fraser Shares issued and outstanding prior to giving effect to the Arrangement.

Pursuant to the Arrangement Agreement, in the event West Fraser or Norbord declares an Excess Dividend prior to the Effective Date in excess of the threshold amounts set out in the Arrangement Agreement, the Exchange Ratio will be adjusted and, as a result, the number of West Fraser Shares issued in connection with the Arrangement will increase (in the case of a West Fraser Excess Dividend) or decrease (in the case of a Norbord Excess Dividend).

As a result of the issuance of West Fraser Shares in connection with the Arrangement, Shareholders’ ownership and voting interests in West Fraser will be diluted, relative to their current proportional ownership and voting interests.

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The issuance of the maximum number of West Fraser Shares to Norbord Shareholders as Consideration under the Arrangement will not result in a change of control of West Fraser.

Shareholder Approval

Pursuant to Section 611(c) of the TSX Company Manual, a listed company is generally required to obtain shareholder approval in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction.

As the Arrangement will result in West Fraser issuing in excess of 25% of the outstanding West Fraser Shares, West Fraser Shareholder Approval is required. It is a condition of Closing that the Share Issuance Resolution be approved by a simple majority (50% plus one vote) of votes cast by Shareholders, present in person (by virtual means) or by proxy at the Meeting.

West Fraser has made an application to the TSX to list the West Fraser Shares issuable under the Share Issuance Resolution. Such listing is subject to West Fraser fulfilling all of the listing requirements of the TSX, including obtaining West Fraser Shareholder Approval.

In the event West Fraser agrees to increase the Consideration, for example if Norbord receives a Superior Proposal, the TSX will generally not require further approvals from Shareholders for the issuance of up to approximately 13,843,470 additional West Fraser Shares, such number being 25% of the estimated number of West Fraser Shares being approved for issuance by Shareholders at the Meeting.

West Fraser Board Recommendation

AFTER CAREFUL CONSIDERATION OF THE ARRANGEMENT, THE WEST FRASER BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SHARE ISSUANCE RESOLUTION.

Stock Option Plan Amendment Resolution

At the Meeting, Shareholders will be asked to consider and vote on the Stock Option Plan Amendment Resolution to approve an increase to the maximum number of West Fraser Shares that may be issued on the exercise of West Fraser Options under the West Fraser Stock Option Plan by 1,000,000 West Fraser Shares.

Pursuant to the policies of the TSX, the Stock Option Plan Amendment Resolution must be approved by a simple majority (50% plus one vote) of votes cast by Shareholders, present in person (by virtual means) or by proxy at the Meeting, to be effective.

The full text of the Stock Option Plan Amendment Resolution is attached as Appendix B.

West Fraser has made an application to the TSX to list the additional West Fraser Shares issuable under the Stock Option Plan Amendment Resolution. Such listing is subject to West Fraser fulfilling all of the listing requirements of the TSX, including obtaining approval of the Stock Option Plan Amendment Resolution.

West Fraser Shares Issuable under the West Fraser Stock Option Plan

The West Fraser Stock Option Plan has been in place and West Fraser Options issued under it since 1994. Taking into account West Fraser Options that have terminated or been cancelled, West Fraser Option exercises that have resulted in the issuance of West Fraser Shares and West Fraser Options surrendered under the Cash Value Alternative provided for under the West Fraser Stock Option Plan (as described below), West Fraser Options with respect to a total of 7,113,434 West Fraser Shares, representing 10% of the total number of issued and outstanding West Fraser Shares and West Fraser Class B Shares, have been granted to participants under the West Fraser Stock Option Plan since 1994.

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As of December 15, 2020, there are 1,319,594 West Fraser Shares reserved for issuance on the exercise of outstanding West Fraser Options, representing 1.92% of the total number of issued and outstanding West Fraser Shares and West Fraser Class B Shares. An additional 182,506 West Fraser Shares remain available for the future grant of West Fraser Options under the West Fraser Stock Option Plan, representing 0.27% of the total number of issued and outstanding West Fraser Shares and West Fraser Class B Shares.

If the Stock Option Plan Amendment Resolution is approved, there will be 1,182,506 West Fraser Shares available for the future grant of West Fraser Options under the West Fraser Stock Option Plan, representing 1.72% of the total number of issued and outstanding West Fraser Shares and West Fraser Class B Shares, prior to giving effect to the issuance of any West Fraser Shares pursuant to the Arrangement. Assuming the issuance of 54,480,178 West Fraser Shares pursuant to the Arrangement, there will be 1,182,506 West Fraser Shares available for the future grant of West Fraser Options under the West Fraser Stock Option Plan, representing 0.96% of the total number of issued and outstanding West Fraser Shares and West Fraser Class B Shares immediately following the Effective Date.

The approval of the Stock Option Plan Amendment Resolution is not contingent on the approval of the Share Issuance Resolution.

Reasons for the Increase

West Fraser is seeking Shareholder approval to increase the number of West Fraser Shares that may be issued on the exercise of West Fraser Options under the West Fraser Stock Option Plan by 1,000,000 West Fraser Shares so that it may continue to grant West Fraser Options to current employees of West Fraser, and, following Closing, to grant West Fraser Options to current employees of Norbord who will become West Fraser employees.

Summary of the Stock Option Plan

Officers and employees of West Fraser are eligible to participate in the West Fraser Stock Option Plan. Under the West Fraser Stock Option Plan, the exercise price of a West Fraser Option per West Fraser Share will not be less than the closing price of the West Fraser Shares on the TSX on the last trading day before the West Fraser Option is granted. The length of the term of West Fraser Options will be fixed by the West Fraser Board or the Human Resources and Compensation committee at not more than ten years and, unless otherwise determined by the West Fraser Board or the Human Resources and Compensation committee, West Fraser Options vest at the rate of 20% per year over the first five years of the term.

Under the West Fraser Stock Option Plan, West Fraser Options may not be exercised after a holder ceases to be an eligible participant except that (a) a West Fraser Option held on the death of a West Fraser Option holder may be exercised by the personal representative of the holder during the period ending on the earlier of its expiry date and two years after the date of death, (b) a West Fraser Option held on the retirement or total disability of a West Fraser Option holder may be exercised during the period ending on the earlier of its expiry date and five years after the date of retirement or disability, and (c) a vested West Fraser Option held in any other case, may be exercised no later than the earlier of its expiry date and 30 days after the date the holder ceases to be an eligible participant. West Fraser Options are not assignable, other than those that may be exercised by the personal representative of a deceased holder. We do not provide any financial assistance to holders of West Fraser Options in connection with the exercise of West Fraser Options.

The number of West Fraser Shares subject to a West Fraser Option, the exercise price per West Fraser Share and the total number of West Fraser Shares that may be made subject to West Fraser Options under the West Fraser Stock Option Plan will be adjusted proportionately in the event of any subdivision or consolidation of West Fraser Shares or any dividend payable in West Fraser Shares and will be adjusted as determined by the West Fraser Board in the event of certain other reorganizations or other events affecting the West Fraser Shares. Under the West Fraser Stock Option Plan, West Fraser Options granted which have not vested do not automatically vest on a change of control.

West Fraser recognizes that West Fraser Options granted to executives and key employees represent potential dilution of current shareholdings. In 2003, West Fraser amended the West Fraser Stock Option Plan to add the Cash Value Alternative which permits a holder of a West Fraser Option to surrender a West Fraser Option in exchange for the

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amount, per West Fraser Share, by which the market value of a West Fraser Share exceeds the exercise price of the West Fraser Option. Management of West Fraser believes that the Cash Value Alternative significantly reduces the dilutive effect of West Fraser Options granted under the West Fraser Stock Option Plan while still providing West Fraser with a valuable employee incentive tool. Since implementation of the Cash Value Alternative, only 161,535 West Fraser Shares have been issued on the exercise of outstanding West Fraser Options, resulting in less than 0.2% dilution to Shareholders. Management also believes that, given the small number of West Fraser Shares that have been issued in connection with West Fraser Option exercises since the implementation of the Cash Value Alternative, the adoption by the West Fraser Board of a policy to manage the West Fraser Stock Option Plan with a goal of limiting the potential dilution of outstanding and remaining authorized West Fraser Options to 5% of the number of outstanding West Fraser Shares and the adoption of the West Fraser PSU Plan and the grant of West Fraser RS Units and West Fraser PS Units as part of long-term compensation for its executives, there will not be any material dilution of shareholdings arising as a result of the exercise of West Fraser Options granted under the West Fraser Stock Option Plan. Management believes that the West Fraser Stock Option Plan, with its Cash Value Alternative, operates in a manner similar to the types of long-term incentive plans currently recommended by major institutional shareholder groups for public companies in North America.

The West Fraser Stock Option Plan restricts the West Fraser Option holdings of insiders. It provides that: (a) annual grants of West Fraser Options to insiders may not be for a number of West Fraser Shares that exceeds 1% of the total number of outstanding voting securities of West Fraser; (b) no single insider may hold, at any time, West Fraser Options to acquire a number of West Fraser Shares that, together with all other West Fraser Shares issuable to the insider under any other equity compensation arrangements then in place (“Other Arrangements”), would exceed 5% of the outstanding voting securities of West Fraser; (c) the total number of West Fraser Options held, at any time, by insiders cannot allow them to acquire a number of West Fraser Shares that, together with all other West Fraser Shares issuable to insiders under any Other Arrangements, would exceed 10% of the outstanding voting securities; and (d) the number of West Fraser Shares that may be acquired by all insiders during any 12 month period by exercising West Fraser Options, together with all other West Fraser Shares issuable to insiders under any Other Arrangements, may not exceed 10% of the outstanding voting securities.

The West Fraser Board has the power, without Shareholder approval, to amend, suspend, terminate or discontinue the West Fraser Stock Option Plan provided that doing so will not adversely alter or impair any West Fraser Option without the written consent of the holder. This power includes the right to make appropriate adjustments to outstanding West Fraser Options in the event of certain corporate transactions, to add provisions requiring forfeiture of West Fraser Options in certain circumstances, to specify practices with respect to applicable tax withholdings, and to enhance clarity or correct ambiguous provisions in the West Fraser Stock Option Plan. Notwithstanding this power, the West Fraser Stock Option Plan provides that the West Fraser Board may not, without Shareholder approval, amend the West Fraser Stock Option Plan or a West Fraser Option to: (i) increase the number of West Fraser Shares that may be issued; (ii) reduce the subscription price of an outstanding West Fraser Option; (iii) extend the term of any West Fraser Option beyond its expiry date or allow for an expiry date to be greater than ten years; (iv) allow non-permitted assignments or exercises of West Fraser Options; (v) expand the persons entitled to participate in the Stock Option Plan; (vi) or provide for other types of equity-based compensation; or (vii) amend the amending provisions of the West Fraser Stock Option Plan.

The following table summarizes the burn rate during the last three fiscal years for the West Fraser Stock Option Plan and West Fraser Options granted thereunder. Burn rate is defined as the total number of West Fraser Options granted during the applicable fiscal year divided by the weighted average number of West Fraser Shares and West Fraser Class B Shares outstanding for the applicable fiscal years.

Year	West Fraser Options Granted in Year		Weighted average number of securities outstanding		Annual Burn Rate
2019		151,530		68,882,315		0.2	%
2018		112,715		74,451,215		0.2	%
2017		192,255		78,096,613		0.2	%

THE WEST FRASER BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE STOCK OPTION PLAN AMENDMENT RESOLUTION.

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Other Business

As of the date of this Circular, management of West Fraser is not aware of any other items of business to be considered at the Meeting. If other matters are properly brought up at the Meeting, Shareholders can vote as they see fit and the enclosed proxy will be voted on such matters in accordance with the best judgment of the persons named in such proxies.

THE ARRANGEMENT

General

This section provides material information about West Fraser’s proposed acquisition of Norbord pursuant to the Arrangement. The Arrangement is governed by both the Arrangement Agreement and the Plan of Arrangement. Both the West Fraser Board and the Norbord Board have unanimously approved the Arrangement Agreement.

The Arrangement Agreement and the Plan of Arrangement provide that West Fraser will acquire all of the outstanding Norbord Shares subject to, among other things:

• approval of the Share Issuance Resolution by the Shareholders;

• approval of the Arrangement Resolution by Norbord Shareholders;

• approval of the Arrangement by the Court;

• approval of the NYSE to list the West Fraser Shares;

• the receipt of required Regulatory Approvals; and

• satisfaction of certain closing conditions customary to transactions of this nature.

Pursuant to the Plan of Arrangement, each outstanding Norbord Share, other than certain shares that are the subject of a Holdco Alternative transaction, will be directly transferred by the holders thereof to West Fraser in exchange for the Consideration. With respect to the Norbord Shares that are the subject of a Holdco Alternative transaction, these Norbord Shares will be acquired indirectly by West Fraser through the acquisition of the shares of each Qualifying Holdco that holds Norbord Shares.

West Fraser has applied to list the West Fraser Shares on the NYSE, and listing of the West Fraser Shares on the NYSE is a condition to Closing. In accordance with the U.S. Exchange Act, the West Fraser Shares will be deemed to be registered under Section 12g-3 of the U.S. Exchange Act as West Fraser will be a “successor issuer” to Norbord under the U.S. Exchange Act.

Following Closing, West Fraser intends to (i) delist the Norbord Shares from the TSX and the NYSE as soon as practicable following the Effective Date, (ii) apply for a decision for Norbord to cease to be a reporting issuer under the Securities Laws of each jurisdiction of Canada in which it is a reporting issuer, if permitted by applicable Laws, and (iii) terminate the registration of the Norbord Shares under Section 12 of the U.S. Exchange Act.

Under the CBCA, the Court must approve the Plan of Arrangement. If, among other things, West Fraser Shareholder Approval is obtained at the Meeting and Norbord Shareholder Approval is obtained at the Norbord Meeting, the Court will hold a hearing to determine whether to grant the Final Order. At this hearing, the Court will consider, among other things, the procedural and substantive fairness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. Further to the application of Norbord in connection with the Norbord Meeting, the Court has issued the Interim Order dated December 17, 2020 approving the holding of the Norbord Meeting on January 19,

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2021 and the form of the Norbord Circular to be mailed to the Norbord Shareholders in connection with the Norbord Meeting.

In connection with the Arrangement, West Fraser has secured commitments to underwrite and make available US$1.3 billion (CDN$850 million and US$650 million) in committed credit facilities on Closing. The committed facilities will be underwritten and syndicated by the Toronto-Dominion Bank as sole underwriter, lead arranger and bookrunner.

Background to the Arrangement

West Fraser’s objective is to become the premier wood products company in North America resulting in long-term value creation for its shareholders. West Fraser has pursued this objective through its strategy of developing and maintaining a culture that is relentlessly focused on continuous improvement in safety, maximizing productivity across all operations and cost control. This strategy includes a focus on sustaining profitable low-cost operations and maintaining a prudent balance sheet. West Fraser pursues this business strategy with adherence to its core values, which include excellence in its performance and its people, being a leader in its industry, a responsible corporate citizen in the communities in which it operates and a low-cost producer, and pursuing profitability and growth for its Shareholders. West Fraser aims to create value by investing in its people and its business to increase productivity in relation to its peers, controlling its costs and growing its business to achieve superior returns for its Shareholders.

West Fraser believes that the critical components of this business strategy include having a sufficient scale of operations and a high-quality asset base to be a leading participant in the wood products industry and to have product and geographic diversity. West Fraser believes these components are necessary to generate strong cash flows throughout the business cycles.

Consistent with this business strategy, West Fraser has for many years considered diversification outside of its core lumber business into other wood products sectors, including OSB. West Fraser’s management has watched developments in the OSB industry closely over recent years, including Norbord’s 2015 merger with Ainsworth Lumber Co. Ltd.

In 2018, Norbord, with the assistance of its financial advisors, undertook a strategic sale process in which it was seeking an all-cash sale of the company. In connection with this process, West Fraser entered into a non-disclosure agreement with Norbord on May 24, 2018 and completed a formal review of a potential acquisition of Norbord. This process included extensive due diligence and evaluation of Norbord, including site visits. Norbord did not conduct reciprocal due diligence on West Fraser at that time as the contemplated transaction was an all-cash transaction. West Fraser submitted a preliminary acquisition proposal to Norbord on June 13, 2018, which was non-binding and subject to further due diligence. West Fraser ultimately decided not to pursue an acquisition of Norbord at that time based on a number of factors which included valuation expectations and the additional debt burden that would be associated with an all-cash acquisition of Norbord, and withdrew from the Norbord strategic process in July 2018.

Since 2018, West Fraser has continued to review a number of prospective growth opportunities in line with its business strategy, and has maintained an interest in potential opportunities in the OSB market as it has assessed these other potential transactions.

On May 7, 2020, Mr. Peter Gordon called Mr. Raymond Ferris, West Fraser’s current Chief Executive Officer, to congratulate Mr. Ferris on West Fraser’s first quarter 2020 financial results that had been released on April 28, 2020. During that call, Mr. Gordon touched on the Norbord 2018 strategic process and conveyed his view that West Fraser and Norbord could be a good fit and asked whether West Fraser was still of the same view. Mr. Ferris advised that West Fraser liked both Norbord and the Norbord management team and remained open to exploring opportunities in the OSB industry. Mr. Gordon responded that Norbord would be open to considering a proposal from West Fraser, and Mr. Ferris advised that he would consider this information. Mr. Ferris provided an update to the West Fraser Board as to these discussions with Mr. Gordon at the West Fraser Board meeting held on May 26, 2020.

In late May and early June 2020, Mr. Ferris and Mr. Gordon continued their high-level discussions. In these discussions, Mr. Ferris advised that West Fraser would be open to considering a share exchange transaction involving

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Norbord, subject to agreement on relative valuation, due diligence and other key deal term considerations, and Mr. Gordon indicated that Norbord may also be interested in considering a share exchange transaction and that Brookfield may be supportive of a transaction at an acceptable exchange ratio.

On June 18, 2020, Mr. Ferris and Mr. Gordon had a further discussion regarding a range of business issues affecting West Fraser and Norbord. In that call, Mr. Ferris advised Mr. Gordon that West Fraser was proceeding with preliminary financial analysis concerning a potential share exchange transaction with Norbord based on publicly available information and expected to respond within a few weeks on West Fraser’s further views on a potential transaction. Mr. Ferris subsequently provided an update to the West Fraser Board at the meeting of the West Fraser Board held on June 23, 2020 on the recent discussions with Mr. Gordon and provided an overview of potential benefits of a potential transaction with Norbord and associated issues and risks.

On July 20, 2020, Mr. Ferris responded to Mr. Gordon via email proposing that West Fraser and Norbord advance the process of assessing a possible transaction through the execution of a non-disclosure agreement and the commencement of due diligence with a view to negotiating an exchange ratio within a proposed range. Mr. Gordon confirmed on July 22, 2020 his agreement to the proposal made by Mr. Ferris and proposed a further conference call to discuss the business rationale for the transaction and the process and timeline that would be involved in advancing discussions.

On July 29, 2020, members of West Fraser management, including Mr. Ferris, Mr. Chris Virostek (West Fraser’s Chief Financial Officer) and Mr. Tom Theodorakis (West Fraser’s corporate secretary and a partner with McMillan, West Fraser’s external legal counsel), had a conference call with Mr. Gordon and representatives of Brookfield. During the meeting, the Brookfield representatives confirmed that they would be supportive of Norbord pursuing a potential share exchange transaction with West Fraser, subject to the terms of such transaction being acceptable to Brookfield and the Norbord Board. It was then discussed that West Fraser would deliver a formal non-binding expression of interest to the Norbord Board outlining the terms on which West Fraser would be interested in proceeding with a transaction.

On July 31, 2020, Mr. Ferris and Mr. Virostek provided an update to the West Fraser Board at the West Fraser Board meeting held that day on the discussions with Mr. Gordon and the Brookfield representatives and outlined the rationale for a potential transaction, the potential delivery of a non-binding expression of interest by West Fraser to Norbord and the potential execution of a non-disclosure agreement between West Fraser and Norbord.

On August 6, 2020, West Fraser submitted a non-binding expression of interest to the Norbord Board that outlined the preliminary proposed terms on which West Fraser would be prepared to acquire Norbord in a share exchange transaction. That non-binding expression of interest included an indicative range for an exchange ratio, subject to due diligence and negotiation of transaction terms, including the definitive Exchange Ratio.

On August 18, 2020, West Fraser entered into a confidentiality agreement with Norbord as the original non-disclosure agreement signed between West Fraser and Norbord in connection with the 2018 Norbord strategic process had expired. Following the execution of this agreement, West Fraser initiated its due diligence process.

On August 25, 2020, members of West Fraser’s management team had an initial call with Norbord’s management team, including Peter Wijnbergen, the President and Chief Executive Officer of Norbord, and Robin Lampard, the Chief Financial Officer of Norbord. The process of advancing negotiations for a possible transaction was discussed, together with timelines, due diligence matters and next steps.

On August 31, 2020, Mr. Ferris met with Mr. Wijnbergren in Toronto to discuss the potential transaction. Mr. Ferris and Mr. Wijnbergen discussed a range of transaction issues, including engagement and retention of senior leadership, business issues and opportunities, business and management philosophies, potential organizational structures and the business rationale for the transaction. Mr. Wijnbergen advised Mr. Ferris during that meeting that the Norbord Board had scheduled a September 21, 2020 meeting to discuss the transaction.

On September 9, 2020, Mr. Ferris provided an update to the West Fraser Board at the West Fraser Board meeting held that day on the status of the proposed transaction with Norbord, the discussions to date with Mr. Wijnbergen and the

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management presentation to Norbord scheduled for the following day. He also reviewed the potential management organizational structure and key next steps for the potential transaction.

On September 10, 2020, members of West Fraser management met with members of Norbord’s management in Toronto to deliver a presentation on West Fraser’s business and operations and the merits of a transaction.

On September 16, 2020, Mr. Ferris had a call with Mr. Wijnbergen in which Mr. Ferris provided an update on West Fraser’s due diligence and financial analysis. Mr. Ferris also had a call with Mr. Gordon regarding the management presentations.

On September 21, 2020, the Norbord Board met to discuss the potential transaction. Following that meeting, management of Norbord, at the direction of the Norbord Board, requested that West Fraser provide additional information with respect to West Fraser’s business strategy and related organizational structure for the combined business in order that the members of the Norbord Board could further consider the potential transaction.

On September 24, 2020, Norbord’s management gave a presentation to West Fraser’s management regarding Norbord and the state of Norbord’s business and operations. Mr. Ferris also spoke with Mr. Gordon on a number of transaction issues. On September 25, 2020, Norbord opened its data room for review by West Fraser and its advisors.

On September 29, 2020, Mr. Ferris and Mr. Virostek delivered West Fraser’s presentation outlining the strategic rationale for the transaction and the benefits to shareholders of the combined company to Mr. Wijnbergen and Ms. Lampard via telephone conference. Mr. Wijnbergen and Ms. Lampard subsequently presented the West Fraser presentation to the Norbord Board on October 6, 2020. The Norbord Board instructed Mr. Wijnbergen and Ms. Lampard to proceed to the next phase of considering a potential transaction by completing its due diligence on West Fraser and to begin negotiation of an Arrangement Agreement and other ancillary transaction documents. Mr. Wijnbergen and Ms. Lampard subsequently contacted Mr. Ferris and Mr. Virostek to confirm that the Norbord Board authorized them to proceed with negotiations.

On October 7, 2020, members of McMillan met with members of Torys by telephone conference in order to discuss the process for the preparation and negotiation of definitive agreements for the potential transaction.

On October 8, 2020, West Fraser entered into an engagement letter with TD Securities engaging TD Securities as its financial advisor in connection with the transaction, with effect as of August 17, 2020.

On the morning of October 13, 2020, the West Fraser Board met to discuss the potential transaction. At the meeting, the West Fraser Board received a legal presentation from representatives of McMillan who summarized the duties of directors in evaluating the transaction, the proposed transaction terms and regulatory issues. Management presented an overview of the due diligence that had been completed to that date. The West Fraser Board also received a presentation from TD Securities that included TD Securities’ preliminary financial analysis of the transaction.

On October 14, 2020, McMillan submitted initial drafts of the Arrangement Agreement and Brookfield Voting and Support Agreement on behalf of West Fraser to Torys for consideration by Norbord and Brookfield, respectively.

During the period from October 14, 2020 to November 17, 2020, West Fraser’s management continued its due diligence investigations of Norbord with input from West Fraser’s financial and legal advisors and Norbord’s management continued its due diligence of West Fraser. As part of this due diligence process, Norbord completed management site visits of certain of West Fraser’s key operations. For West Fraser, these due diligence reviews included detailed technical, financial, tax and legal reviews. This due diligence supplemented West Fraser’s original 2018 due diligence and the site visits undertaken by West Fraser in 2018 of certain of Norbord’s key operations. In addition, West Fraser and Norbord, together with their respective advisors, consulted extensively with respect to the development of financial models of the companies and the combined business going forward.

Concurrent with ongoing due diligence investigations during the period from October 14, 2020 to November 17, 2020, further updated drafts of the Arrangement Agreement and the Brookfield Voting and Support Agreement were exchanged between Torys and McMillan. In addition, representatives of Torys and McMillan had a number of

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conference calls during which outstanding transaction issues identified by West Fraser and Norbord were discussed, including reciprocal deal protection provisions, the amount of the termination fee, interim covenants, required regulatory approvals, treatment of incentive securities, Norbord representation on the West Fraser Board, the Holdco Alternative, adjustments to the Exchange Ratio in respect of pre-Closing dividends and a limited cash component to the transaction consideration, subject to proration. Brookfield and West Fraser also negotiated the conditions on which Brookfield was prepared to enter into the Brookfield Voting and Support Agreement and the terms of Brookfield’s support for the transaction required by West Fraser. McMillan forwarded a draft of the Brookfield Voting and Support Agreement to Torys on November 13, 2020 for delivery to Brookfield that reflected West Fraser’s position that inclusion of any cash consideration component would be conditional upon Brookfield’s agreement to elect the maximum available cash consideration. The terms of the Norbord Voting Agreements and the West Fraser Voting Agreements were also negotiated. During this period, West Fraser indicated its intention to settle the material terms of the key transaction agreements before proceeding with the final negotiations on the definitive exchange ratio, potential cash consideration component and West Fraser Board representation.

On October 24, 2020, Mr. Ferris and Mr. Wijnbergen met in Vancouver and discussed various issues relating to the transaction, including the potential structure of the transaction and potential transaction timelines.

On October 26, 2020, West Fraser issued its quarterly earnings press release and filed its interim unaudited financial statements and MD&A for the third quarter of 2020.

On October 30, 2020, the West Fraser Board engaged Scotiabank under a fixed fee engagement letter in connection with the delivery of a fairness opinion by Scotiabank in relation to the Transaction.

On November 2, 2020, members of West Fraser management, including Mr. Ferris and Mr. Virostek, held a telephone conference with members of Norbord management, including Mr. Wijnbergen and Ms. Lampard and Mr. Gordon, as Chair of the Norbord Board, and continued their discussions on a number of transaction issues, including representation of Norbord’s current directors on the West Fraser Board, a potential limited cash component to the transaction consideration and the impact of pre-Closing dividends on the exchange ratio. Mr. Ferris had a follow up call on transaction issues with Mr. Gordon on November 4, 2020 which focused on Norbord representation on the West Fraser Board, strategy for the combined business and the basis on which the exchange ratio would be negotiated.

On November 5, 2020, Norbord issued its quarterly earnings press release and filed its interim unaudited financial statements and MD&A for the third quarter of 2020.

On the afternoon of Tuesday, November 17, 2020, the West Fraser Board met again to consider the proposed transaction. The West Fraser Board received an overview of the terms and conditions of the proposed definitive agreements, including the Arrangement Agreement and the Brookfield Voting and Support Agreement, from McMillan. The West Fraser Board also received a presentation from management that included an overview of the results of the due diligence investigations completed by management and external legal counsel, a summary of key transaction synergies and risks, an analysis of the impact of the transaction on West Fraser’s liquidity and the credit facilities available to West Fraser on closing. Management presented to the West Fraser Board an overview of the recent negotiations with Norbord and the outstanding issues that remained to be negotiated for a definitive agreement to be concluded. Each of TD Securities and Scotiabank then presented to the West Fraser Board their respective financial analysis of the transaction and delivered to the West Fraser Board their preliminary views with respect to the proposed range of exchange ratios for the transaction and other matters considered relevant to the transaction. After considering these reports and presentations, the West Fraser Board carefully reviewed, considered and deliberated on aspects of the proposed transaction, including the terms and conditions of the Arrangement Agreement and the Voting Agreements and then unanimously: (i) approved the acquisition of Norbord on the terms of the Arrangement Agreement within a range of exchange ratios approved by the West Fraser Board and with a potential cash component up to a limited amount approved by the West Fraser Board conditional upon Brookfield’s agreement to elect the maximum available cash consideration, (ii) approved the appointment of two independent directors of Norbord to the West Fraser Board on closing of the transaction, subject to completion of West Fraser’s corporate governance and nomination processes, (iii) determined that entering into the Arrangement Agreement and completing the transactions contemplated in the Arrangement Agreement are in the best interests of West Fraser; (iv) approved the execution and delivery of the Arrangement Agreement and the Voting Agreements upon agreement on the transaction consideration within the range approved by the West Fraser Board; and (v) recommended that Shareholders vote “FOR” the Share

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Issuance Resolution. The determination of the West Fraser Board is based on various factors described more fully under the headings “The Arrangement – Reasons for the Recommendation” and “The Arrangement – West Fraser Board Determinations”. During the process of reviewing the proposed transaction, there were no materially contrary views expressed or abstention by any members of the West Fraser Board.

Following the West Fraser Board meeting on November 17, 2020, Mr. Ferris had a discussion with Mr. Gordon regarding outstanding issues which concluded with Mr. Ferris advising that West Fraser would send to Norbord a list of the outstanding issues and West Fraser’s position on these issues. Late in the evening of Tuesday, November 17, 2020, McMillan forwarded a term sheet to Torys setting out the outstanding key deal issues to be resolved in order to conclude a definitive Arrangement Agreement and West Fraser’s position on these outstanding deal issues. That term sheet confirmed West Fraser’s position that inclusion of any cash component to the transaction consideration would be contingent upon Brookfield electing to take the maximum amount of cash consideration available to it, subject to proration.

During the course of Wednesday, November 18, 2020, negotiations continued between Messrs. Ferris and Virostek and Messrs. Gordon and Wijnbergen and Ms. Lampard as to the final definitive terms of the proposed transaction. During these discussions, it was agreed that the transaction consideration would consist exclusively of a share-for-share exchange without any cash consideration component. Concurrent with these negotiations, discussions continued amongst McMillan, Torys and Brookfield’s Vice-President, Investments as to finalization of the definitive Arrangement Agreement and the Voting Agreements.

Late in the afternoon of Wednesday, November 18, 2020, Messrs. Ferris and Virostek and Messrs. Gordon and Wijnbergen and Ms. Lampard agreed to a definitive Exchange Ratio of 0.675 of a West Fraser Share for each issued and outstanding Norbord Share, which was within the range approved by the West Fraser Board.

During the evening of Wednesday, November 18, 2020, Mr. Ferris provided an update on the agreed terms of the definitive Arrangement Agreement, including the agreed Exchange Ratio for a share for share exchange transaction without any cash consideration component, to the West Fraser Board and to representatives of TD Securities and Scotiabank. Each of TD Securities and Scotiabank then provided their respective fairness opinions, which were confirmed subsequently by delivery of written fairness opinions dated November 18, 2020, to the effect that, as of that date, and based upon and subject to the assumptions, limitations and qualifications described in such opinions, the Consideration to be paid by West Fraser to the Norbord Shareholders is fair, from a financial point of view, to West Fraser.

During the evening of Wednesday, November 18, 2020 and into the morning of Thursday, November 19, 2020, the definitive Arrangement Agreement and the Voting Agreements were finalized. The Arrangement Agreement was then executed by West Fraser and Norbord, the Brookfield Voting and Support Agreement was executed by West Fraser, Norbord and Brookfield, and the West Fraser Voting Agreements and Norbord Voting Agreements were executed. The Arrangement Agreement was announced by West Fraser by way of a joint press release with Norbord at approximately 8:30 a.m. (Eastern time) on Thursday, November 19, 2020 prior to the opening of North American stock markets for trading. West Fraser and Norbord held a joint conference call on Thursday, November 19, 2020 at 10:00 a.m. (Eastern time) to discuss the transaction.

Recommendation of the West Fraser Board

AFTER CAREFUL CONSIDERATION OF THE ARRANGEMENT, INCLUDING THE FACTORS SET FORTH BELOW, THE WEST FRASER BOARD UNANIMOUSLY RECOMMENDS THAT WEST FRASER SHAREHOLDERS VOTE FOR THE SHARE ISSUANCE RESOLUTION.

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Reasons for the Recommendation

In evaluating the Arrangement and unanimously reaching its conclusion and making its recommendation in support of the Arrangement, the West Fraser Board considered a number of factors including, among others:

• Creation of a Leading Integrated Low-Cost Wood Products Producer. The acquisition will result in West Fraser becoming a leading integrated low-cost wood products producer with significant scope and scale and with a diversified product range across geographies, end markets and products. The acquisition will combine two well-invested platforms, both of which have an industry leading cost position in their respective industry verticals.

• Complementary Products. Following Closing, West Fraser will benefit from the complementary range of products sold by Norbord and West Fraser. West Fraser is a leading North American diversified wood products company and Norbord is the world’s largest OSB producer. With a complementary range of products, increased scale and greater geographic and end-market diversification, West Fraser will be a global wood products leader, with established and growing positions in both North America and Europe. At Closing, West Fraser is expected to be a leading global producer of both lumber and OSB.

• Acquisition Consistent with West Fraser’s Existing Business Strategy. The acquisition of Norbord is consistent with West Fraser’s business strategy of owning quality manufacturing facilities with a diversity of products, end market and geographies operating on a low-cost, high-margin platform. West Fraser will offer a wide range of lumber and OSB panel products, as well as other engineered wood products, for the home and building construction markets and will be well placed to be a provider of multiple wood products directly to end customers, thereby increasing the efficiency in the supply chain.

• Synergies to Extend Track Record of Cost Leadership. Both West Fraser and Norbord are leaders on costs and margins in their respective industry segments and the Transaction is expected to improve performance through the realization of meaningful synergies. Management of Norbord and West Fraser expect the combination to result in synergies of up to US$61 million (CDN$80 million) annually within two years of Closing. These synergies are expected to come from supply chain simplification, shared purchasing programs, transportation optimization, leveraging technologies and more efficient capital allocation. The acquisition is consistent with West Fraser’s overall business strategy of focusing on low-cost operations with potential for growth and improvement of profits for Shareholders. In addition, the acquisition of Norbord will add to critical mass in the southern United States to support ongoing growth and margin enhancement of both the West Fraser and Norbord platforms.

• Strong Organizational Capabilities. The acquisition will add Norbord’s management team to West Fraser’s management team, thereby creating a company with a critical mass of management talent and organization capabilities across a range of products, end markets and geographies. The combination will provide for continuation of leadership to support continuity for customers and smooth integration. The integration will provide scale in key operation regions to support recruitment, retention and development initiatives to attract and maintain management talent.

• Strong Growth Potential. The combination of West Fraser and Norbord will provide West Fraser with greater financial capacity and increased cash flow generation which will provide West Fraser with the opportunity to accelerate its growth and expand into geographies and markets where it is difficult to do so on a standalone basis. This increased financial capacity offers the opportunity to West Fraser to lower its cost of capital and to take on larger capital projects to grow its business. Potential growth opportunities include both organic growth, through expansion to the product range, end markets and geographical scope of West Fraser, and the potential to grow through future mergers and acquisitions activity. Identified prospective organic opportunities include (i) expansion in lumber in other regions of North America, (ii) new product development and expansion of engineered wood product and panels product offerings, and (iii) manufacture of components for off-site construction and mass timber for tall wood structures. The increased size of West Fraser will reduce the incremental business risk of executing on these opportunities.

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• Strong Financial Position. West Fraser is expected to become a leader in North American forest products with strong financial metrics and industry peer leading scale. For the nine months ended September 30, 2020, West Fraser would have had: (i) pro forma revenues of approximately US$4.7 billion (CDN$6.4 billion); (ii) pro forma Adjusted EBITDA of approximately US$1.163 billion (CDN$1.6 billion); and (iii) pro forma earnings of approximately US$521 million (CDN$705 million). See the unaudited pro forma combined consolidated financial statements of West Fraser attached as Appendix G to this Circular. In addition, West Fraser has secured a commitment to underwrite and make available at Closing US$1.3 billion (CDN$850 million and US$650 million) in committed credit facilities. West Fraser believes that it will have the financial capacity to maintain and make investments in the combined business. In addition, with increased scale and diversity across products and end uses, geographies and markets, West Fraser is expected to have a stronger financial ability to weather volatility and deliver returns through the cycle.

• Improved Capital Markets Profile. The acquisition of Norbord combined with the listing of West Fraser on the NYSE presents West Fraser with the opportunity to become a leader in North American forest products, with a pro forma market capitalization in the range of CDN$9 billion. This will create the opportunity for West Fraser to be a leading investment vehicle for investors seeking wood products exposure in North American capital markets, and provide West Fraser with the potential of improved access to public debt and equity markets. In addition, listing of the West Fraser Shares on the NYSE will create the opportunities of a broader base of investors, enhanced investor exposure and increased trading liquidity.

• Commitment to Safety and ESG Leadership. The Arrangement enables West Fraser and Norbord to further their respective commitments to safety and sustainability as well as environmental, social and governance (ESG) responsibility. Safety is the overarching priority of both companies, each of which views safety as a hallmark of operational excellence and will continue to strive for improvements in safety performance by leveraging best practices from both companies, including Norbord’s “Stronger Together” initiative. With a more diverse production platform, West Fraser will increase productive fibre utilization of harvested logs and expand manufacturing opportunities for a wider range of carbon-storing products. Norbord and West Fraser will bring together a dedication to sustainable products, with West Fraser’s fibre supply chain being 100% certified for responsible sourcing and reforestation of 100% of harvest sites, as well as a commitment to diversity. As part of the Arrangement, the number of directors on the West Fraser Board who are women will increase from two to four, making up 1/3 of the West Fraser Board.

A number of these anticipated benefits and factors are based on various assumptions and are subject to various risks. See the sections of the Circular entitled “Information Contained in this Circular –Forward-Looking Statements” and “Risk Factors Relating to the Arrangement and West Fraser”.

West Fraser Board Determinations

In reaching its conclusion and making its recommendation, the West Fraser Board relied on its knowledge of West Fraser, Norbord and the forest products industry, on the information provided by West Fraser’s management and on the advice of its legal and financial advisors. The West Fraser Board considered numerous other factors in assessing the Arrangement including, among others, the following:

• Opinions. The respective financial analyses and opinions of each of TD Securities and Scotiabank, as of November 18, 2020, and based upon and subject to the assumptions, limitations and qualifications set forth in such opinions as to the fairness, from a financial point of view, to West Fraser of the Consideration to be paid by West Fraser pursuant to the Arrangement.

• Due Diligence. Management of West Fraser and its technical, legal and financial advisors conducted extensive due diligence on Norbord, initially in 2018, and then from June 18, 2020 to September 25, 2020 (with respect to publicly available information) and from September 25, 2020 to November 17, 2020 (with respect to non-public information contained in Norbord’s virtual data room). In addition, management of West Fraser conducted site visits to several of Norbord’s key manufacturing facilities.

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• Likelihood of Completion. The Arrangement is not subject to unreasonable or extraordinary conditions to completion. West Fraser expects to obtain all necessary Regulatory Approvals in due course.

• Brookfield Voting and Support Agreement. Brookfield, which, on November 18, 2020, held in the aggregate approximately 43% of the outstanding Norbord Shares, was prepared to enter into the Brookfield Voting and Support Agreement under which Brookfield would agree to: (i) vote “FOR” the Arrangement; and (ii) to attend the West Fraser 2021 AGM and to (x) vote for, or abstain from voting on, West Fraser’s nominees to the West Fraser Board, (y) vote for, or abstain from voting on, the auditor selected by the West Fraser Board, and (z) not vote against any of the West Fraser Board’s recommendations for certain ordinary course matters at the West Fraser 2021 AGM.

• Voting Agreements. The directors of Norbord and the Norbord Executives, who, on November 18, 2020, held in the aggregate approximately 0.3% of the outstanding Norbord Shares, entered into the Norbord Voting Agreements with West Fraser under which they would agree to vote “FOR” the Arrangement.

• Ability to Accept an Alternative Transaction. Under the Arrangement Agreement, the West Fraser Board remains able to respond, in accordance with its fiduciary duties, to certain unsolicited proposals that are more favourable to Shareholders than the Arrangement. The West Fraser Board received advice from its financial and legal advisors that the deal protection terms including the payment of a termination fee of CDN$110 million by West Fraser to Norbord and circumstances for payment of such payment, are within the ranges typical in the market for similar transactions.

• West Fraser Shareholder Approval. The Share Issuance Resolution must be approved by a majority of the votes cast (50% plus one vote) by Shareholders present in person (by virtual means) or represented by proxy at the Meeting. The West Fraser Board believes that this required approval protects the rights of Shareholders.

The West Fraser Board also considered potential adverse factors associated with the Arrangement including, among others, the following:

• Dilution. As a result of the issuance of West Fraser Shares under the Arrangement, existing Shareholders will experience a degree of dilution in their ownership of West Fraser. Dilution to existing Shareholders will be reduced to the extent such Shareholders are also Norbord Shareholders. Following Closing, assuming 54,480,178 West Fraser Shares are issued to Norbord Shareholders as Consideration under the Arrangement, existing Shareholders and Norbord Shareholders will own approximately 56% and 44% of West Fraser, respectively. The above assumes that neither Norbord nor West Fraser declare any “Excess Dividend” prior to Closing which would have the effect of adjusting the Exchange Ratio.

• Integration Challenges. The challenges inherent in the combination of two enterprises of the size and scope of West Fraser and Norbord and the possible resulting diversion of management attention for an extended period of time, as well as the risk that anticipated benefits, long-term as well as short-term, of the Arrangement for Shareholders might not be realized.

• Opportunity Costs. The investment of management time in the Arrangement may delay or prevent management from exploiting other business opportunities that may arise prior to Closing.

• Risk of Non-Completion. The risks and costs to West Fraser if the Arrangement is not completed, including the adverse effects on its ability to execute another transaction.

• Expenses and Payments on Termination. The obligation to pay a West Fraser Termination Payment if the Arrangement Agreement is terminated under certain circumstances.

• Risks in Norbord’s Business. The risks involved in the business of Norbord including Norbord’s exposure to fluctuations in prices of OSB panels.

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• Outstanding Debt of West Fraser and Norbord. The risks involved in paying the outstanding debt obligations of West Fraser and Norbord when these debt obligations become due and payable.

The foregoing summary of the information and factors considered by the West Fraser Board in reaching its conclusions and recommendations is not, and is not intended to be, exhaustive. In view of the wide variety of factors and the amount of information considered in connection with its evaluation of the Arrangement, the West Fraser Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor considered in reaching its conclusions and recommendations. In addition, individual directors may have assigned different weight to different factors.

Fairness Opinions

TD Securities Fairness Opinion

Pursuant to an engagement agreement dated October 8, 2020 and effective August 17, 2020, TD Securities agreed to act as financial advisor to the West Fraser Board in connection with the Arrangement and to provide the West Fraser Board with an opinion as to the fairness to West Fraser, from a financial point of view, of the Consideration to be paid by West Fraser pursuant to the Arrangement. On Wednesday, November 18, 2020, TD Securities provided the West Fraser Board with an opinion to the effect that, based upon and subject to the assumptions, limitations and qualifications to be detailed in their written opinion letter, and as of November 18, 2020, the Consideration to be paid by West Fraser pursuant to the Arrangement is fair, from a financial point of view, to West Fraser. TD Securities subsequently confirmed their oral opinion in writing to the West Fraser Board.

The full text of the TD Securities Fairness Opinion provided to West Fraser in connection with the Arrangement, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Circular as Appendix C. The TD Securities Fairness Opinion is not intended to be and does not constitute a recommendation to any Shareholder as to how to vote or act at the Meeting. The TD Securities Fairness Opinion was only one of a number of factors taken into consideration by the West Fraser Board in considering the Arrangement and should not be viewed as determinative of the views of the West Fraser Board with respect to the Arrangement or the Consideration to be paid pursuant to the Arrangement. This summary of the TD Securities Fairness Opinion is qualified in its entirety by reference to the full text of the TD Securities Fairness Opinion and Shareholders are urged to read the TD Securities Fairness Opinion in its entirety.

TD Securities has acted as West Fraser’s exclusive financial advisor in connection with the Arrangement and will receive a fee for its services, including a fee for the delivery of the TD Securities Fairness Opinion and fees that are contingent upon the completion of the Arrangement or another change of control involving West Fraser and Norbord. West Fraser has also agreed to indemnify TD Securities against certain liabilities.

Scotiabank Fairness Opinion

Scotiabank was formally engaged by West Fraser pursuant to an engagement agreement effective October 30, 2020 pursuant to which, among other things, Scotiabank agreed to provide the West Fraser Board with an independent opinion as to the fairness to West Fraser, from a financial point of view, of the Consideration to be paid by West Fraser pursuant to the Arrangement Agreement. On Wednesday, November 18, 2020, Scotiabank provided the West Fraser Board with an oral opinion that, based upon and subject to the various assumptions, limitations and qualifications contained therein, the Consideration to be paid by West Fraser to Norbord Shareholders pursuant to the Arrangement Agreement was fair, from a financial point of view, to West Fraser. Scotiabank subsequently confirmed their oral opinion in writing to the West Fraser Board.

The full text of the Scotiabank Fairness Opinion provided to West Fraser in connection with the Arrangement, as set out in Appendix D to this Circular, sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion. The Scotiabank Fairness Opinion is not intended to be and does not constitute a recommendation to any Shareholder

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as to how to vote or act at the Meeting. The Scotiabank Fairness Opinion was only one of a number of factors taken into consideration by the West Fraser Board in considering the Arrangement and should not be viewed as determinative of the views of the West Fraser Board with respect to the Arrangement or the Consideration to be paid pursuant to the Arrangement. This summary of the Scotiabank Fairness Opinion is qualified in its entirety by reference to the full text of the Scotiabank Fairness Opinion and Shareholders are urged to read the Scotiabank Fairness Opinion carefully and in its entirety.

The Scotiabank Fairness Opinion was rendered on the basis of securities markets, economic, monetary, general business, financial and other conditions and circumstances prevailing as at the date of the opinion and the conditions, prospects, financial and otherwise, of West Fraser and Norbord, as applicable, as they are reflected in the information and documents reviewed by Scotiabank and as they were presented to Scotiabank. Subsequent developments may affect the Scotiabank Fairness Opinion. Scotiabank has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Scotiabank Fairness Opinion which may come or be brought to the attention of Scotiabank after the date of the Scotiabank Fairness Opinion.

Scotiabank has acted as an independent fairness opinion provider to the West Fraser Board, and in exchange, West Fraser has agreed to pay Scotiabank a fixed fee for rendering the Scotiabank Fairness Opinion, regardless of the conclusions reached therein and regardless of whether the Arrangement is consummated. Scotiabank will not be paid an additional fee that is contingent upon the completion of the Arrangement or any alternative transaction. The West Fraser Board took this fee structure into account when considering the Scotiabank Fairness Opinion. In addition, West Fraser agreed to reimburse Scotiabank for its reasonable out-of-pocket expenses in connection with the provision of its services and to indemnify Scotiabank in certain circumstances in respect of certain liabilities that might arise out of its engagement pursuant to the engagement agreement.

Description of the Arrangement

The following description of the Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement which is available on West Fraser’s profile on SEDAR at www.sedar.com.

If approved, the Arrangement will become effective at the Effective Time on a date to be determined not later than the Outside Date, or such later date as may be agreed to in writing by Norbord and West Fraser. At the Effective Time, the following will occur and will be deemed to occur consecutively in the following order at five-minute intervals following the completion of the previous event without any further authorization, act or formality:

(a) with respect to Norbord Options and Norbord RSUs held by the Norbord Continuing Executives and all outstanding Norbord DSUs, whether held by Norbord Continuing Executives, Norbord Departing Executives or Norbord directors, such Incentive Securities will continue in full force and effect without amendment except as provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan, Norbord RSU Plan or Norbord DSU Plans or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

• each Norbord Option outstanding immediately prior to the Effective Time shall, without any further action on the part of any holder thereof, be exchanged for a Replacement Option to acquire, on the same terms and conditions as were applicable under such Norbord Option immediately prior to the Effective Time, such number of West Fraser Shares equal to (1) that number of Norbord Shares that were issuable upon exercise of such Norbord Option immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, rounded down to the nearest whole number of West Fraser Shares, at an exercise price per West Fraser Share equal to the quotient determined by dividing (X) the exercise price per Norbord Share at which such Norbord Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent; provided that the exercise price of such Replacement Option shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of such Replacement Option does not exceed the In the Money Amount (if any) of such Norbord Option before the exchange;

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• each Norbord RSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms (other than those terms and conditions rendered inoperative by reason of the Transaction) provided that the terms of such Norbord RSUs shall be deemed to be amended, in accordance with the adjustment provisions of the Norbord RSU Plan, so as to substitute for the Norbord Shares subject to such Norbord RSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord RSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio; and

• with respect to the Norbord DSUs, after taking into account any prior crediting of salary and director fees earned in the form of Norbord DSUs, each Norbord DSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms provided that the terms of such Norbord DSUs shall be deemed to be amended, in accordance with the adjustment provisions of the Norbord DSU Plans, so as to substitute for the Norbord Shares subject to such Norbord DSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord DSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio;

(b) with respect to Incentive Securities, other than Norbord DSUs, held by each of the Norbord Departing Executives, such Incentive Securities will be terminated in the manner provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan or Norbord RSU Plan or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

• each Norbord Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Norbord Stock Option Plan or the Legacy Ainsworth Option Plan, be surrendered by the holder thereof to Norbord in exchange for a cash payment by Norbord equal to the number of Norbord Shares issuable upon exercise of such Norbord Option, multiplied by (1) the Payout Value, less (2) the applicable exercise price of such Norbord Option, and, for greater certainty, where such amount is zero or a negative Norbord shall be obligated to pay the holder of such Norbord Option a cash payment equal to CDN$0.01 in respect of each such Norbord Option, and thereafter each such Norbord Option shall immediately be cancelled and terminated; and

• each Norbord RSU, whether vested or unvested, outstanding immediately prior to the Effective Time shall be cancelled in exchange for a cash payment equal to the Payout Value, and thereafter each such Norbord RSU shall immediately be cancelled and terminated,

in each case, subject to the applicable Tax withholdings and other source deduction provisions of the Plan of Arrangement;

(c) the exchanges and cancellations outlined herein will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date;

(d) each Dissenting Shareholder shall transfer to Norbord all of the Dissenting Norbord Shares held, without any further act or formality on its part, and, in consideration therefor, Norbord shall be deemed to have issued to the Dissenting Shareholder a debt-claim to be paid the aggregate fair value of those Dissenting Norbord Shares as determined pursuant to Section 4.1 of the Plan of Arrangement, and, in respect of the Dissenting Norbord Shares so deemed to be transferred: (i) the Dissenting Shareholder shall cease to be a holder of such Dissenting Norbord Shares; (ii) the name of the Dissenting Shareholder shall be removed from the register of Norbord Shareholders as of the Effective Time; (iii) the Dissenting Shareholder shall have been deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissenting Norbord Shares to Norbord; and (iv) the Dissenting Norbord Shares shall be cancelled by Norbord and the central securities register of Norbord shall be revised accordingly;

(e) each Qualifying Holdco Share of a particular Qualifying Holdco that is outstanding and held by a Qualifying Holdco Shareholder shall be transferred and deemed to be transferred by the Qualifying Holdco Shareholder

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to West Fraser (free and clear of any Liens) in accordance with the applicable Holdco Agreement in exchange for the Holdco Share Consideration for the particular Qualifying Holdco;

(f) each Norbord Share (other than (i) any Dissenting Norbord Share and (ii) any Norbord Share held by a Qualifying Holdco, the Qualifying Holdco Shares of which are acquired by West Fraser pursuant to paragraph (e) above (which shall not be exchanged under the Arrangement and shall remain outstanding as a Norbord Share held by such Qualifying Holdco)) shall be transferred and assigned to West Fraser (free and clear of any Liens) in exchange for the Consideration; and

(g) with respect to each Norbord Share or Qualifying Holdco Share deemed to have been transferred and assigned in accordance with paragraph (e) and (f) above: (i) the registered holder thereof shall cease to be the registered holder of such Norbord Share or Qualifying Holdco Share (as applicable) and the name of such registered holder shall be removed from the register of Norbord Shareholders or Qualifying Holdco Shareholders (as applicable) as of the Effective Time of the applicable transfer and assignment provided for in paragraph (e) and (f) above; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Norbord Share or Qualifying Holdco Share; and (iii) West Fraser will be the holder of all of the outstanding Norbord Shares and Qualifying Holdco Shares and the central securities register of Norbord and any Qualifying Holdco shall be revised accordingly.

Based on the number of West Fraser Shares and Norbord Shares issued and outstanding on December 15, 2020, West Fraser estimates that 55,373,881 West Fraser Shares will be issued or reserved for issuance in connection with the Arrangement, representing 80.6% of the aggregate number of West Fraser Shares and West Fraser Class B Shares issued and outstanding as of that date. This is comprised of (i) an estimated 54,480,178 West Fraser Shares to be issued to Norbord Shareholders pursuant to the Arrangement, and (ii) an estimated 893,703 West Fraser Shares issuable upon the exercise of Replacement Options to be issued to holders of Norbord Options in exchange for their Norbord Options pursuant to the Arrangement. The exact number of West Fraser Shares that will ultimately be issued will be dependent upon the number of issued and outstanding Norbord Shares on the Effective Date, which may change due to the exercise of Norbord Options, rounding in respect of fractional share entitlements and adjustments to the Exchange Ratio in accordance with the Arrangement Agreement.

The Replacement Options will be issued under two new replacement stock option plans to be adopted by West Fraser in connection with Closing, which will only be used to grant these Replacement Options and will not require separate Shareholder approval under the policies of the TSX as the aggregate number of West Fraser Shares issuable thereunder is less than 2% of the number of West Fraser Shares issued and outstanding prior to giving effect to the Arrangement.

Following Closing, former Norbord Shareholders will own approximately 44% of the outstanding voting shares of West Fraser and existing Shareholders will own approximately 56% of the outstanding voting shares of West Fraser. Following Closing, Brookfield, Norbord’s principal shareholder, will beneficially own or exercise control or direction over approximately 19% of the outstanding voting shares of West Fraser, and the Ketcham Affiliates, who are significant shareholders of West Fraser, will beneficially own or exercise control or direction over approximately 11% of the outstanding voting shares of West Fraser.

Procedure for the Arrangement to Become Effective

The Arrangement is proposed to be carried out pursuant to Section 192 of the CBCA. The following procedural steps must be taken in order for the Arrangement to become effective:

• the Norbord Shareholder Approval must be obtained;

• the West Fraser Shareholder Approval must be obtained;

• the Court must grant the Final Order approving the Arrangement;

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• all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate party; and

• the Final Order and Articles of Arrangement in the form prescribed by the CBCA must be filed with the Director.

Norbord Shareholder Approval

To be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of at least 66²⁄₃% of the votes cast on the Arrangement Resolution by Norbord Shareholders present in person (or by virtual means) or represented by proxy at the Norbord Meeting.

West Fraser Shareholder Approval

Pursuant to Section 611(c) of the TSX Company Manual, the Arrangement must be approved by at least a majority of the votes cast (50% plus one vote) by Shareholders, either present in person (by virtual means) or by proxy, at the Meeting, as the number of West Fraser Shares to be issued in the Arrangement exceeds 25% of the total number of outstanding West Fraser Shares.

Brookfield Voting and Support Agreement

The following description of certain provisions of the Brookfield Voting and Support Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Brookfield Voting and Support Agreement, which is attached as Schedule E to the Arrangement Agreement that is available on West Fraser’s profile on SEDAR at www.sedar.com.

Under the Brookfield Voting and Support Agreement, Brookfield has agreed, subject to the terms and conditions of the Brookfield Voting and Support Agreement, among other things:

• to vote or cause to be voted the Norbord Subject Securities (as defined in the Brookfield Voting and Support Agreement) in favour of the Transaction, including by voting in favour of the Arrangement Resolution and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by the management of Norbord to the extent not otherwise inconsistent with the terms of the Brookfield Voting and Support Agreement) and by voting in favour of an alternative transaction, if applicable;

• to vote or cause to be voted any Norbord Shares that it owns, or has the power to control or direct, against, or not tender or cause to be tendered such Norbord Shares to, (i) any corporate transaction involving Norbord or the Norbord Shares other than the Arrangement and any transaction related thereto; (ii) the issuance of any securities of Norbord other than in connection with the Arrangement and any transaction related thereto; (iii) any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of the Arrangement (including against any Acquisition Proposal in respect of Norbord) at any meeting of Norbord Shareholders, called for the purpose of considering the same, or (iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of Norbord in the Arrangement Agreement;

• not to, except to the extent permitted by the Brookfield Voting and Support Agreement, directly or indirectly, solicit, assist, initiate, encourage or knowingly facilitate any inquiries, proposals or offers regarding any Acquisition Proposal in respect of Norbord;

• not to directly or indirectly option, sell, transfer, pledge, encumber, hedge, swap, grant a security interest in, hypothecate or enter into any monetization transaction with respect to any of the Norbord Subject Securities, as applicable, or any right or interest therein, to any Person or group, except (i) with the prior written consent of Norbord and West Fraser, (ii) as expressly permitted under the Brookfield Voting and Support Agreement,

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or (iii) to a Brookfield affiliate, provided Brookfield shall cause such affiliate to comply with the Brookfield Voting and Support Agreement;

• not to take any action of any kind which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Arrangement;

• not to exercise any Dissent Rights in respect of its Norbord Shares that may arise with respect to the Arrangement, contest the approval of the Arrangement by any Governmental Entity or exercise any other rights or remedies available at common law or pursuant to applicable corporate or securities laws or other registrations or, except to the extent permitted by the Brookfield Voting and Support Agreement, take any action that is reasonably likely to in any manner impede, delay, postpone, hinder, prevent or challenge the Transaction; and

• to attend the West Fraser 2021 AGM and to (i) vote for, or abstain from voting on, West Fraser’s nominees to the West Fraser Board, (ii) vote for, or abstain from voting on, the auditor selected by the West Fraser Board, (iii) not vote against any of the West Fraser Board’s recommendations for certain ordinary course matters at the West Fraser 2021 AGM, and (iv) to not vote in favour of (x) the election to the West Fraser Board of any nominee proposed for election that is not a nominee proposed by the West Fraser Board or (y) the removal of any director on the West Fraser Board.

The Brookfield Voting and Support Agreement will terminate and be of no further force or effect upon the earliest of: (a) the mutual agreement in writing of Norbord, West Fraser and Brookfield; (b) in the event the Arrangement is completed in accordance with the Arrangement Agreement, the termination or expiration of Brookfield’s post-Arrangement covenants set out in the Brookfield Voting and Support Agreement; (c) the termination of the Arrangement Agreement in accordance with its terms, provided that if Norbord and West Fraser provide written notice to Brookfield of their intention to complete an alternative transaction prior to or concurrent with the termination of the Arrangement Agreement, the Brookfield Voting and Support Agreement will terminate automatically on the Outside Date if the alternative transaction is not completed by the Outside Date; (d) written notice by Brookfield if (i) Norbord makes a Norbord Change in Recommendation in accordance with the Arrangement Agreement in respect of a Material Adverse Effect with respect to West Fraser, or (ii) the Arrangement Agreement is amended to reduce or adversely change the Consideration or is amended in any other respect that is materially adverse to Brookfield; and (e) in the event that the Arrangement is not completed in accordance with the Arrangement Agreement by the Outside Date, as such date may be extended in accordance with the Arrangement Agreement, written notice by Norbord, West Fraser or Brookfield.

As of the date of the Arrangement Agreement, Brookfield held or exercised control or direction over approximately 43% of the issued and outstanding Norbord Shares. The Brookfield Voting and Support Agreement was amended and restated on December 14, 2020 to give effect to revisions to comply with certain policies of the TSX

Norbord Voting Agreements

The following description of certain provisions of the form of Norbord Voting Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the form of Norbord Voting Agreement, which is available under West Fraser’s profile on SEDAR at www.sedar.com.

Under the Norbord Voting Agreements, each of the directors of Norbord and the Norbord Executives has agreed, subject to the terms and conditions of the Norbord Voting Agreements, among other things:

• at the Norbord Meeting, to vote or to cause to be voted his or her Norbord Shares owned (legally and beneficially or beneficially) as of the record date (i) in favour of the Arrangement Resolution and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by the management of Norbord), and (ii) against any matters that could reasonably be expected to impede, delay, prevent, interfere with, frustrate or discourage the successful completion of the Arrangement;

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• except as contemplated by the Arrangement Agreement or upon the settlement of awards or other securities of Norbord or the exercise of other rights to purchase Norbord Shares, including any purchases of Norbord Shares under the Norbord ESSP, not to, directly or indirectly, acquire or seek to acquire Norbord Shares or other voting securities of Norbord, and any additional securities of Norbord so acquired will be deemed to be subject to the Norbord Voting Agreements;

• not to sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber or tender to offer, transfer any economic interest (directly or indirectly) or otherwise convey any of his or her Norbord Shares without West Fraser’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed);

• not to exercise any Dissent Rights in connection with the Arrangement;

• except as required pursuant to the Norbord Voting Agreements (including to give effect to its terms), not to grant or agree to grant any proxy or other right to vote his or her Norbord Shares or enter into any voting trust or pooling agreement or arrangement in respect of his or her Norbord Shares or subject any of his or her Norbord Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to the Norbord Voting Agreements;

• not to take any action which may in any way adversely affect the success of the Arrangement; and

• not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal (provided that nothing in the Norbord Voting Agreements limit or affect in any way any actions such director or Norbord Executive may take in his or her capacity as a director or officer of Norbord or limit or restrict in any way the exercise of his or her fiduciary duties as a director or officer of Norbord).

The Norbord Voting Agreements will terminate and be of no further force or effect upon the earliest of: (a) the Effective Time; (b) the date the Arrangement Agreement is terminated in accordance with its terms; and (c) the Outside Date.

As of the date of the Arrangement Agreement, the Norbord directors and Norbord Executives collectively held or exercised control or direction over approximately 0.3% of the issued and outstanding Norbord Shares.

West Fraser Voting Agreements

Norbord entered into voting support agreements with all of the directors of West Fraser and the West Fraser Executives, substantially in the form of the Norbord Voting Agreements, and with the Ketcham Affiliates, substantially in the form of the Brookfield Voting and Support Agreement. Under these voting support agreements, each of the directors of West Fraser, the West Fraser Executives and the Ketcham Affiliates has agreed, subject to the terms and conditions of the applicable voting support agreement, among other things, to vote all of the West Fraser Shares and West Fraser Class B Shares that it holds in favour of the Share Issuance Resolution.

As of the date of the Arrangement Agreement, the West Fraser directors and the West Fraser Executives collectively held or exercised control or direction over approximately 2.1% of the issued and outstanding voting shares of West Fraser and the Ketcham Affiliates collectively held or exercised control or direction over approximately 19% of the issued and outstanding voting shares of West Fraser.

See “The Arrangement – Brookfield Voting and Support Agreement” and “The Arrangement—Norbord Voting Agreements”.

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Court Approval and Completion of the Arrangement

The Arrangement requires approval by the Court under Section 192 of the CBCA. Prior to the mailing of the Norbord Circular, Norbord obtained the Interim Order providing for the calling and holding of the Norbord Meeting and other procedural matters.

Subject to the approval of the Arrangement Resolution by Norbord Shareholders at the Norbord Meeting and the approval of the Share Issuance Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order is scheduled to take place on January 22, 2021, or as soon thereafter as is reasonably practicable. At the hearing in respect of the Final Order, the Court will consider, among other things, the fairness and reasonableness of the Arrangement and the rights of every Person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit and subject to the terms of the Arrangement Agreement. The Court has further been advised that the Final Order granted by the Court will constitute the basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the West Fraser Shares to be issued pursuant to the Arrangement.

Participation in the hearing on the Final Order, including who may participate and present evidence or argument and the procedure for doing so, is subject to the terms of the Interim Order and any subsequent direction of the Court. Any Norbord Shareholder or other person who wishes to participate, to appear, to be represented, and to present evidence or arguments at the hearing, must serve and file a notice of appearance (a “Notice of Appearance”) and satisfy the other requirements of the Court, as directed in the Interim Order appended to the Norbord Circular as Appendix G and as the Court may direct in the future. In the event that the hearing is postponed, adjourned or rescheduled then, subject to further direction of the Court, only those persons having previously served a Notice of Appearance in compliance with the Interim Order will be given notice of the new date.

Assuming the Final Order is granted, the Key Regulatory Approvals are obtained and the other conditions to Closing contained in the Arrangement Agreement are satisfied or waived, then the Articles of Arrangement will be filed with the Director to give effect to the Arrangement.

Although Norbord’s and West Fraser’s objective is to have the Effective Date occur as soon as possible after the Norbord Meeting and the Meeting, the Effective Date could be delayed for a number of reasons, including, but not limited to, an objection before the Court at the hearing of the application for the Final Order or any delay in obtaining any required approvals or clearances. Norbord or West Fraser may determine not to complete the Arrangement without prior notice to or action on the part of Norbord Shareholders or Shareholders. See “The Arrangement Agreement—Termination of the Arrangement Agreement”.

Treatment of Incentive Securities

Norbord Options and Norbord RSUs held by the Norbord Continuing Executives and Norbord DSUs

Each Norbord Option and Norbord RSU held by the Norbord Continuing Executives and all outstanding Norbord DSUs, whether held by Norbord Continuing Executives, Norbord Departing Executives or Norbord directors, will continue in full force and effect without amendment except as provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan, Norbord RSU Plan or Norbord DSU Plans or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

• each Norbord Option outstanding immediately prior to the Effective Time shall, without any further action on the part of any holder thereof, be exchanged for a Replacement Option to acquire, on the same terms and conditions as were applicable under such Norbord Option immediately prior to the Effective Time, such number of West Fraser Shares equal to (1) that number of Norbord Shares that were issuable upon exercise of such Norbord Option immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, rounded down to the nearest whole number of West Fraser Shares, at an exercise price per West Fraser Share equal to the quotient determined by dividing (X) the exercise price per Norbord Share at which such Norbord Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to

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the nearest whole cent; provided that the exercise price of such Replacement Option shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of such Replacement Option does not exceed the In the Money Amount (if any) of such Norbord Option before the exchange;

• each Norbord RSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms (other than those terms and conditions rendered inoperative by reason of the Transaction) provided that the terms of such Norbord RSUs shall be deemed to be amended, in accordance with the adjustment provisions of the Norbord RSU Plan, so as to substitute for the Norbord Shares subject to such Norbord RSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord RSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio; and

• with respect to the Norbord DSUs, after taking into account any prior crediting of salary and director fees earned in the form of Norbord DSUs, each Norbord DSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms provided that the terms of such Norbord DSUs shall be deemed to be amended, in accordance with the adjustment provisions of the Norbord DSU Plans, so as to substitute for the Norbord Shares subject to such Norbord DSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord DSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio.

Following Closing, no West Fraser Shares will be issuable in connection with the award or payout of any Norbord RSUs or Norbord DSUs.

Incentive Securities, other than Norbord DSUs, held by each of the Norbord Departing Executives

Incentive Securities, other than Norbord DSUs, held by each of the Norbord Departing Executives will be terminated in the manner provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan or Norbord RSU Plan or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

• each Norbord Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Norbord Stock Option Plan or the Legacy Ainsworth Option Plan, be surrendered by the holder thereof to Norbord in exchange for a cash payment by Norbord equal to the number of Norbord Shares issuable upon exercise of such Norbord Option, multiplied by (1) the Payout Value, less (2) the applicable exercise price of such Norbord Option, and, for greater certainty, where such amount is zero or a negative Norbord shall be obligated to pay the holder of such Norbord Option a cash payment equal to CDN$0.01 in respect of each such Norbord Option, and thereafter each such Norbord Option shall immediately be cancelled and terminated; and

• each Norbord RSU, whether vested or unvested, outstanding immediately prior to the Effective Time shall be cancelled in exchange for a cash payment equal to the Payout Value, and thereafter each such Norbord RSU shall immediately be cancelled and terminated,

in each case, subject to the applicable Tax withholdings and other source deduction provisions of the Plan of Arrangement.

Holdco Alternative

West Fraser has agreed pursuant to the Arrangement Agreement to allow Norbord Shareholders to elect a Holdco Alternative whereby they may transfer their Norbord Shares to a Qualifying Holdco in exchange for Qualifying Holdco Shares and then sell the Qualifying Holdco Shares to West Fraser in lieu of a direct sale of Norbord Shares, provided certain conditions set out in the Arrangement Agreement and described in the Norbord Circular are met. As consideration for the Qualifying Holdco Shares, a Qualifying Holdco Shareholder will be entitled to receive from West Fraser the same consideration such holder would have otherwise received if such holder had not elected the Holdco Alternative.

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The Holdco Alternative is supported by expense reimbursement and indemnification provisions in favour of West Fraser set out in the Arrangement Agreement. It is anticipated that all Qualifying Holdcos will be wound up and eliminated from West Fraser’s corporate structure following Closing.

Norbord Bonds

Pursuant to the terms of the Norbord Bond Indentures, if the Arrangement is completed, Norbord will be required to make a change of control offer to acquire all outstanding Norbord Bonds at 101% of the principal amount plus accrued and unpaid interest. Any Norbord Bonds that are not tendered to such offer will continue to remain outstanding obligations of Norbord after Closing subject to the terms and conditions of the Norbord Bond Indentures. If holders of not less than 90% of the aggregate principal amount of the outstanding 6.250% Notes or the 5.750% Notes validly tender to a change of control offer, Norbord will have the right to redeem all of the 6.250% Notes or the 5.750% Notes that remain outstanding, respectively, at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest.

West Fraser anticipates causing the termination by Norbord of its secured revolving credit facilities on Closing. The security relating to such debt will be subject to release and discharge following such termination and related repayment. On doing so and in accordance with the terms of the Norbord Bond Indentures and the applicable master deed of trust, the bonds issued to the bondholders securing such debt under the secured revolving credit facility will be returned to the trustee thereunder for cancellation and, upon such cancellation, Norbord will be entitled to have the security granted pursuant to such master deed of trust released and discharged. Following such release and discharge, the Norbord Bonds will be unsecured debt obligations of Norbord.

THE ARRANGEMENT AGREEMENT

The following description of certain provisions of the Arrangement Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is available under West Fraser’s profile on SEDAR at www.sedar.com. Shareholders are urged to read the Arrangement Agreement in its entirety.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by each of Norbord and West Fraser. Those representations and warranties were made solely for the purposes of the Arrangement Agreement and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating its terms. Moreover, some of the representations and warranties contained in the Arrangement Agreement are subject to a contractual standard of materiality (including a Material Adverse Effect) that is different from that generally applicable to the public disclosure to Shareholders, or may have been used for the purpose of allocating risk between the Parties. For these reasons, Shareholders should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by the Parties were generally made on a mutual basis and relate to, among other things: (a) fairness opinions and directors’ approvals; (b) organization and qualification; (c) authority relative to the Arrangement Agreement; (d) execution and binding obligation; (e) no default; (f) no violation; (g) governmental approvals; (h) capitalization; (i) ownership of subsidiaries; (j) shareholder and similar agreements; (k) reporting status and securities law matters; (l) public filings; (m) financial statements; (n) disclosure controls and procedures; (o) internal controls and financial reporting; (p) compliance with the Sarbanes-Oxley Act; (q) reportable audit events; (r) books and records and disclosure; (s) minute books; (t) Financial Indebtedness; (u) no material undisclosed liabilities; (v) no material change; (w) litigation; (x) taxes; (y) the Norbord Tenures and the West Fraser Tenures, as applicable; (z) property; (aa) sufficiency of assets; (bb) material contracts; (cc) authorizations; (dd) environmental matters; (ee) compliance with Laws; (ff) anti-corruption; (gg) sanctions; (hh) employment and labour matters; (ii) employee plans; (jj) First Nations claims; (kk) non-governmental organizations and community groups; (ll) intellectual property; (mm) computer systems; (nn) related party transactions; (oo) brokers; (pp) insurance; (qq) restrictions on business activities; (rr) certain contracts; (ss) no waiver or release under third-party confidentiality agreements; (tt) no ownership of the

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other Party’s shares; (uu) compliance with Competition Laws; (vv) the Investment Canada Act; and (ww) in the case of West Fraser, the West Fraser Shares to be issued as Consideration pursuant to the Arrangement.

Conditions Precedent to the Arrangement

Mutual Conditions

The Arrangement Agreement provides that the obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and Norbord:

• the Norbord Shareholder Approval shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and the Arrangement Agreement;

• the West Fraser Shareholder Approval shall have been obtained at the Meeting in accordance with applicable Law and the Arrangement Agreement;

• the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise;

• the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;

• the Key Regulatory Approvals shall have been obtained;

• other than in connection with a Regulatory Action, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or Order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;

• there shall not be any Regulatory Action filed, taken or commenced as a result of the Arrangement (i) to cease trade, enjoin or prohibit West Fraser’s ability to acquire, hold, or exercise full rights of ownership over, any Norbord Shares, including the right to vote the Norbord Shares, or (ii) seeking to (A) prohibit the Arrangement; (B) prohibit the ownership or operation by West Fraser of any portion of the business, properties, assets or product lines of Norbord and its subsidiaries; (C) compel West Fraser to dispose of or hold separate any portion of the business, properties, assets or product lines of West Fraser and its subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis); or (D) limiting West Fraser’s freedom of action with respect to West Fraser and its subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis);

• the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control Persons or pursuant to Section 2.6 of National Instrument 45-102—Resale of Securities); and

• the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and will not be subject to resale restrictions under the U.S. Securities Act unless subject to restrictions applicable to affiliates (as defined in Rule 405 of the U.S. Securities Act) of West Fraser following the Effective Date.

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Additional Conditions in Favour of Norbord

The Arrangement Agreement provides that the obligations of Norbord to complete the Arrangement are subject to the following conditions precedent at or before the Effective Time or such other time as specified below (each of which is for the exclusive benefit of Norbord and may be waived by Norbord in whole or in part at any time):

• all covenants of West Fraser under the Arrangement Agreement to be performed on or before the Effective Date which have not been waived by Norbord shall have been duly performed by West Fraser in all material respects, and Norbord shall have received a certificate of West Fraser, addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

• (i) each West Fraser Fundamental Representation (as defined in the Arrangement Agreement) shall be true and correct in all respects (other than for de minimis inaccuracies) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), (ii) all other representations and warranties of West Fraser shall be true and correct in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such other representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, have a Material Adverse Effect with respect to West Fraser; and (iii) Norbord shall have received a certificate of West Fraser addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer of West Fraser (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

• since the date of the Arrangement Agreement, there shall not have occurred any Material Adverse Effect with respect to West Fraser and West Fraser will have delivered to Norbord a certificate of West Fraser addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer of West Fraser (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

• the NYSE shall have approved the listing thereon of the West Fraser Shares, including the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable upon the exercise of the Replacement Options (subject only to official notice of issuance);

• to the extent that West Fraser has declared an Excess Dividend, such Excess Dividend will have been paid prior to the Effective Date and each condition to the payment of such Excess Dividend set forth in Section 5.2(j) of the Arrangement Agreement will have been materially complied with; and

• West Fraser shall have deposited, or caused to be deposited, with the Depositary sufficient West Fraser Shares to satisfy the obligations under Section 2.12 of the Arrangement Agreement and the Depositary will have confirmed to Norbord receipt from or on behalf of West Fraser of such West Fraser Shares.

Additional Conditions in Favour of West Fraser

The Arrangement Agreement provides that the obligations of West Fraser to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent at or before the Effective Time or such other time as specified below (each of which is for the exclusive benefit of West Fraser and may be waived by West Fraser in whole or in part at any time):

• all covenants of Norbord under the Arrangement Agreement to be performed on or before the Effective Date which have not been waived by West Fraser shall have been duly performed by Norbord in all material respects, and West Fraser shall have received a certificate of Norbord addressed to West Fraser and dated the

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Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

• (i) each Norbord Fundamental Representation (as defined in the Arrangement Agreement) shall be true and correct in all respects (other than for de minimis inaccuracies) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), (ii) all other representations and warranties of Norbord shall be true and correct as of the Effective Time in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except (x) where any failure or failures of any such other representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, have a Material Adverse Effect with respect to Norbord and (y) that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of Norbord under the Arrangement Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a contract); and (iii) West Fraser shall have received a certificate of Norbord addressed to West Fraser and dated the Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

• since the date of the Arrangement Agreement, there shall not have occurred any Material Adverse Effect with respect to Norbord and Norbord will have delivered to West Fraser a certificate of Norbord addressed to West Fraser and dated the Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

• to the extent that Norbord has declared an Excess Dividend, such Excess Dividend will have been paid prior to the Effective Date and each condition to the payment of such Excess Dividend set forth in Section 5.1(k) of the Arrangement Agreement will have been materially complied with; and

• Norbord Shareholders shall not have exercised their Dissent Rights in connection with the Arrangement with respect to more than 5% of the Norbord Shares.

Covenants

Conduct of the Business of the Parties

Pursuant to the Arrangement Agreement, each of the Parties covenanted, among other things, until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, to conduct its business in the ordinary course of business consistent in all material respects with past practice, including as such Party may have varied its operations on a temporary basis in response to the COVID-19 pandemic, and to use commercially reasonable efforts to maintain and preserve the business organization, assets, goodwill and business relationships it currently maintains and keep available the services of its respective officers and employees as a group.

Each Party has also agreed to use its commercially reasonable efforts to consult with the other Party in good faith prior to undertaking any measures (a) to comply with any quarantine, “stay at home”, social distancing, travel restrictions or any other similar directions issued by any Governmental Entity or pursuant to any Law in response to the COVID-19 pandemic, or (b) that are reasonably necessary to ensure the health and safety of the employees, suppliers and contractors of such Party and its subsidiaries in response to the COVID-19 pandemic, and to provide notice to the other Party upon undertaking any such measures.

The Arrangement

The Arrangement Agreement provides that, subject to the terms therein, the Parties shall, and shall cause their respective subsidiaries to, use commercially reasonable efforts to perform all obligations required to be performed by the Party or its subsidiaries under the Arrangement Agreement during the period from the date of the Arrangement

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Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms.

Dividends

The Arrangement Agreement provides that if any dividend or other distribution (whether in cash, shares or property, or any combination thereof) is declared, set aside or paid by Norbord in excess of CDN$0.60 per quarter or by West Fraser in excess of CDN$0.30 per quarter (each an “Excess Dividend”) during the interim period, it will be a condition to the declaration and payment of any such Excess Dividend that:

(a) the Excess Dividend will be declared no earlier than five Business Days prior to the Effective Time, and will be paid in full prior to the Effective Time;

(b) there will only be one Excess Dividend declared and/or paid by each Party prior to the Effective Time;

(c) the adjustment provisions of Section 2.17 of the Arrangement Agreement shall apply, resulting in a dollar for dollar adjustment to the Exchange Ratio (decreasing the Exchange Ratio in the case of a Norbord Excess Dividend and increasing the Exchange Ratio in the case of a West Fraser Excess Dividend);

(d) the conditions in Sections 5.1(k)(iii) and (iv) of the Arrangement Agreement will be complied with;

(e) the Party will have sufficient cash available for distribution to pay such Excess Dividend and, specifically:

(i) the Party will not fund the cash for payment of any Excess Dividend through any borrowing, advance, loan or other liability under its credit facilities or any other debt or debt like arrangements (including the accounts receivable securitization program);

(ii) payment of any Excess Dividend will not result in the Party having any Financial Indebtedness in excess of that recorded on its October 3, 2020 balance sheet, in the case of Norbord, or September 30, 2020 balance sheet, in the case of West Fraser;

(iii) the Party will not defer or delay any ongoing capital plans, including the plans set out in its capital plan referenced in the Arrangement Agreement, or the payment of expenses thereunder or the payment of any accounts payable which will be paid when due in the ordinary course in a manner consistent with past practice;

(iv) the Party will ensure that the payment of the Excess Dividend would not result in the Party having cash on hand at the Effective Time of less than CDN$50 million, plus the amount of cash required to pay after the Effective Time all amounts that would be payable by the Party and its subsidiaries in respect of Taxes for the 2020 tax year to the extent that the Party has not fully paid such Taxes through installment payments, which cash will not be funded through any borrowing, advance, loan or other liability under its credit facilities or any other debt or debt like arrangements (the “Tax Installment Deficiency”); and

(v) payment of the Excess Dividend would not be prohibited under the CBCA, in the case of Norbord, or the BCBCA, in the case of West Fraser; and

(f) in the event that a Party proposes to proceed with the declaration of an Excess Dividend, it will provide written notice of such proposal to the other Party no less than five Business Days prior to the date of declaration of the proposed Excess Dividend (an “Excess Dividend Notice”). Each Excess Dividend Notice will include (i) the amount of any proposed Excess Dividend and the proposed adjustment to the Exchange Ratio under Section 2.17 of the Arrangement Agreement,

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along with a certificate of an officer certifying compliance with the covenants on interim dividends; (ii) the cash and Financial Indebtedness position of the Party and the estimated Tax Installment Deficiency as of a date within ten Business Days of the date of the Excess Dividend Notice; and (iii) the Party’s estimate of the Effective Time. The Party will review the proposed adjustment and provide within three Business Days, as calculated from the date of its receipt of the Excess Dividend Notice, a notice either (A) confirming its agreement with the proposed adjustment; (B) providing notice that it disagrees with the proposed adjustment and the reasons it is not in accordance with the Arrangement Agreement or that it disagrees that the conditions to the payment of the Excess Dividend have been satisfied and the reasons for such disagreement; or (C) providing its notice that it disagrees with the Party’s estimate of the Effective Time.

Approvals and Consents

Pursuant to the Arrangement Agreement, each of the Parties covenants and agrees that, except as expressly contemplated in the Arrangement Agreement, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms:

(a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations as set forth in Article 6 of the Arrangement Agreement to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using commercially reasonable efforts to promptly:

(i) obtain all necessary waivers, consents, and approvals required to be obtained by it from parties to the material contracts to which it is a Party;

(ii) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations under the Arrangement Agreement; and

(iii) obtain all necessary and material Regulatory Approvals as are required to be obtained by such Party and its subsidiaries under applicable Laws, including promptly taking any and all steps necessary to obtain the Key Regulatory Approvals; and

(b) it shall not take any action, refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to, individually or in the aggregate, materially delay or materially impede the making or completion of the Plan of Arrangement. Without limiting the generality of the foregoing, it will not take any action or enter into any transaction, or any agreement to effect any transaction, that might reasonably be expected to make it more difficult or to increase the time required to obtain or increase the risk of not obtaining the Key Regulatory Approvals or otherwise prevent, delay or impede the consummation of the transactions contemplated by the Arrangement Agreement.

Regulatory Approvals

The Arrangement Agreement provides that:

(a) Each Party shall, as promptly as practicable after the execution of the Arrangement Agreement and other than as expressly contemplated by the Arrangement Agreement:

(i) make, or cause to be made, all filings and submissions applicable to it under all Laws applicable to complete the Transaction in accordance with the terms of the Arrangement Agreement,

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(ii) use its commercially reasonable efforts to obtain, or cause to be obtained, all Regulatory Approvals, including the Key Regulatory Approvals, as necessary or advisable to be obtained in order to complete the Transaction, and

(iii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under the Arrangement Agreement.

(b) With respect to the Key Regulatory Approvals:

(i) each of the Parties shall, as promptly as practicable after the date of the Arrangement Agreement, make, or cause to be made, all filings and submissions, and submit all documentation and information that is required to obtain the Key Regulatory Approvals;

(ii) each Party will use its commercially reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and the applicable legislation and any Orders or requests made by any Governmental Entity under such legislation;

(iii) the Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with the Key Regulatory Approvals and any other Orders, registrations, consents, filings, rulings, exemptions and approvals and the preparation of any documents reasonably deemed by either of them to be necessary to discharge their respective obligations or otherwise advisable under applicable Laws in connection with the Arrangement Agreement or the Plan of Arrangement;

(iv) each Party will promptly notify the other Party of any substantive communications from or with any Governmental Entity with respect to the transactions contemplated by the Arrangement Agreement and will use its commercially reasonable efforts to ensure to the extent permitted by Law that the other Party, or their external counsel where appropriate, is involved in any substantive communications and invited to attend meetings with, or other appearances before, any Governmental Entity with respect to the transactions contemplated by the Arrangement Agreement; and

(v) no Party shall extend or consent to any extension of the waiting period under the Competition Act or enter into any agreement with the Commissioner of Competition to not consummate the Arrangement, except with the written consent of the other Party, acting reasonably.

(c) No Party shall enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the effect of which would reasonably be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals.

(d) Notwithstanding anything in the Arrangement Agreement to the contrary and in connection with obtaining the Key Regulatory Approvals, in no event will either Party be obligated to take or to commit to take any remedial action that, in the reasonable judgment of either Party, could be expected to materially limit the right of West Fraser to own, retain, control, operate, or exploit any production or manufacturing facility or any asset material to the operation of such facility of the Parties or any of their respective subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis).

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Financing Assistance

The Arrangement Agreement contains customary covenants of Norbord to cooperate as reasonably requested by West Fraser in connection with any financing entered into in connection with the Arrangement.

Pre-Acquisition Reorganization

In the Arrangement Agreement, Norbord agreed that, upon the request of West Fraser, it would use commercially reasonable efforts to (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as West Fraser may request prior to the Effective Date, acting reasonably, and the Plan of Arrangement, if required, shall be modified accordingly, and (ii) cooperate with West Fraser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; provided that the completion of a Pre-Acquisition Reorganization shall not be a condition to the consummation of the Arrangement and subject to customary limitations.

Mutual Covenants Regarding Non-Solicitation

Under the Arrangement Agreement, each Party has agreed to the following non-solicitation covenants:

(a) Except as expressly provided in Article 7 of the Arrangement Agreement, neither Party shall, directly or indirectly, through any of its Representatives or subsidiaries, or otherwise, and shall not permit or authorize any such Person to do so on its behalf:

(i) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of such Party or any subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the other Party) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that, if such Party is in compliance with its obligations under Article 7, such Party shall be permitted to: (A) communicate with any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person; (B) advise any Person of the restrictions of the Arrangement Agreement; and (C) advise any Person making an Acquisition Proposal that the Norbord Board or the West Fraser Board, as applicable, has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal;

(iii) take any action or fail to take any action that, in either case, constitutes a Norbord Change in Recommendation or a West Fraser Change in Recommendation, as applicable;

(iv) make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of the Norbord Board or the West Fraser Board, as applicable, of the transactions contemplated by the Arrangement Agreement; or

(v) accept or enter into or publicly propose to accept or enter into (other than a confidentiality agreement permitted pursuant to Section 7.3 of the Arrangement Agreement) any letter of intent, agreement in principle, agreement, arrangement or understanding in respect of any Acquisition Proposal.

(b) Each Party shall, and shall cause its subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of the Arrangement Agreement with any Person (other

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than the other Party) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will:

(i) promptly discontinue access to and disclosure of all confidential information, including any data room and access to properties, facilities, books and records of such Party or of any of its subsidiaries; and

(ii) use its commercially reasonable efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require (i) the return or destruction of all copies of any non-public confidential information regarding such Party or any of its subsidiaries provided to any Person (other than the other Party) since January 1, 2020 in respect of a possible Acquisition Proposal, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Party or any of its subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(c) Each Party represents and warrants as of the date of the Arrangement Agreement that neither such Party nor any of its subsidiaries has waived any standstill, confidentiality, non-disclosure, non-solicitation, business purpose, use or similar agreement or restriction to which such Party or any of its subsidiaries is a party. Each Party covenants and agrees (i) that, except in respect of an unsolicited Acquisition Proposal made on a non-public basis to such Party as contemplated by Sections 7.3 or 7.4 of the Arrangement Agreement, in the case of Norbord, or Sections 7.7 or 7.8 of the Arrangement Agreement, in the case of West Fraser, such Party shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which such Party or any of its subsidiaries is a party, and (ii) that neither it, nor any of its subsidiaries have or will, without the prior written consent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting such Party, or any of its subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which such Party or any of its subsidiaries is a party; provided, however, that the other Party acknowledges and agrees that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms shall not be a violation of Section 7.1(c)(ii) of the Arrangement Agreement.

Notification of Acquisition Proposals

If either Party or any of its subsidiaries or, to the knowledge of such Party, or any of their respective Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal with respect to such Party after the date of the Arrangement Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary in connection with such an Acquisition Proposal, such Party shall as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice shall include a description of the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and will provide the other Party with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Persons. Such Party shall keep the other Party promptly and fully informed of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 or Section 7.7 of the Arrangement Agreement, as applicable, to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, including any material changes, modifications or other amendments to such Acquisition Proposal or request, and shall promptly provide to the other Party copies of all material or substantive documents and correspondence (if not delivered in writing or electronic form, then by way of a description of the material terms communicated), received in respect of, from or on behalf of any Person in connection with such Acquisition Proposal.

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Responding to Acquisition Proposals and Superior Proposals

Notwithstanding Section 7.1 or Section 7.5 of the Arrangement Agreement, as applicable, if at any time prior to obtaining the Norbord Shareholder Approval or the West Fraser Shareholder Approval, as applicable, Norbord or West Fraser receives a bona fide written Acquisition Proposal (that was not solicited after the date of the Arrangement Agreement in contravention of Section 7.1(a) or Section 7.5(a) of the Arrangement Agreement, as applicable), such Party or its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its subsidiaries to the Person making such Acquisition Proposal, if and only if:

(a) the Norbord Board or the West Fraser Board, as applicable, first determines in good faith, after consultation with its non-related financial advisors and its outside legal counsel, that such Acquisition Proposal (disregarding any due diligence or access condition) constitutes or could reasonably be expected to constitute or lead to a Superior Proposal and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

(b) such Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with such Party or any of its subsidiaries;

(c) such Party has been, and continues to be, in compliance with its obligations under Article 7 of the Arrangement Agreement;

(d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality agreement with such Person substantially in the same form as the Confidentiality Agreement and on terms no less favourable, in the aggregate, to such Party and that is no less onerous or more beneficial to such Person and any such copies, access or disclosure provided to such Person shall have already been (or will simultaneously be) provided to the other Party; and

(e) such Party promptly provides the other Party with:

(i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such access and disclosure and that the Norbord Board or the West Fraser Board, as applicable, has determined that the failure to take such action would be inconsistent with its fiduciary duties; and

(ii) a copy of the confidentiality agreement referred to in (d) above.

Notwithstanding anything else in the Arrangement Agreement:

(a) the Norbord Board or the West Fraser Board, as applicable, has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made for the Norbord Shares or the West Fraser Shares, as applicable, that it determines is not a Superior Proposal, provided that the other Party and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the Norbord Board or the West Fraser Board, as applicable, shall give reasonable consideration to such comments; and

(b) prior to the Norbord Meeting or the Meeting, as applicable, Norbord and the Norbord Board shall not be prohibited from making a Norbord Change in Recommendation, and West Fraser and the West Fraser Board shall not be prohibited from making a West Fraser Change in Recommendation, as applicable, if:

(i) a Material Adverse Effect with respect to the other Party has occurred and is continuing; and

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(ii) the Norbord Board or the West Fraser Board, as applicable, has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties.

Superior Proposal Determination and Right to Match

Under the Arrangement Agreement, each Party has agreed to the following terms in respect of Superior Proposal determinations and the right to match Superior Proposals:

(a) If a Party receives an Acquisition Proposal that the Norbord Board or the West Fraser Board, as applicable, has determined constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Norbord Shareholders or Share Issuance Resolution by the Shareholders, as applicable, such Party may, subject to compliance with Article 8 of the Arrangement Agreement, make a Norbord Change in Recommendation or a West Fraser Change in Recommendation, as applicable, and enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(i) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to any existing confidentiality, non-disclosure, standstill, business purpose or other similar agreement, restriction or covenant with such Party or any of its subsidiaries;

(ii) such Party has been, and continues to be, in compliance with its obligations under Article 7 of the Arrangement Agreement in all material respects;

(iii) such Party has delivered to the other Party a written notice of the determination of the Norbord Board or the West Fraser Board, as applicable, that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Norbord Board or the West Fraser Board, as applicable, to enter into a definitive agreement with respect to such Superior Proposal (the “Superior Proposal Notice”), which Superior Proposal Notice will set forth the determinations of the Norbord Board or the West Fraser Board, as applicable, regarding the value and financial terms that the Norbord Board or the West Fraser Board, as applicable, in consultation with such Party’s outside legal counsel and non-related financial advisor, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal;

(iv) such Party has provided the other Party a copy of the proposed definitive agreement for the Superior Proposal, together with all documentation and supporting materials related to and detailing the Superior Proposal, including any financing documents received by such Party in connection with the Superior Proposal;

(v) at least five Business Days (the “Matching Period”) have elapsed from the date on which the other Party received a copy of the documentation referred to above;

(vi) during any Matching Period, the other Party has had the opportunity (but not the obligation), in accordance with Section 7.4(b) or Section 7.8(b) of the Arrangement Agreement, as applicable, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(vii) after the Matching Period, the Norbord Board or the West Fraser Board, as applicable, has determined in good faith, after consultation with its outside legal counsel and non-related financial advisor, that:

(A) such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended

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by the other Party under Section 7.4(b) or Section 7.8(b) of the Arrangement Agreement, as applicable); and

(B) the failure of the Norbord Board or the West Fraser Board, as applicable, to recommend that such Party enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(viii) prior to or concurrently with entering into such definitive agreement such Party terminates the Arrangement Agreement pursuant to Section 8.2(c)(iv) or Section 8.2(d)(iv) of the Arrangement Agreement, as applicable, and pays the Termination Fee to the other Party pursuant to Section 8.3(a)(ii) or Section 8.3(b)(ii) of the Arrangement Agreement, as applicable.

(b) During the Matching Period, or such longer period as the Party may approve in writing for such purpose:

(i) the other Party will have the opportunity, but not the obligation, to propose to amend the terms of the Arrangement Agreement, including an increase in, or modification of, the Consideration;

(ii) the Norbord Board or the West Fraser Board, as applicable, shall review any offer made by the other Party under Section 7.4(b) or Section 7.8(b) of the Arrangement Agreement, as applicable, to amend the terms of the Arrangement Agreement and the Arrangement in good faith and in a manner consistent with the fiduciary duties of the Norbord Board or the West Fraser Board, as applicable, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and

(iii) such Party shall negotiate with the other Party in good faith and in a manner consistent with the fiduciary duties of the Norbord Board or the West Fraser Board, as applicable, to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable the other Party to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms.

(c) If the Norbord Board or the West Fraser Board, as applicable, determines that such Acquisition Proposal would cease to be a Superior Proposal as compared to the proposed amendments to the terms of the Arrangement Agreement, the Party shall promptly so advise the other Party and the Parties shall amend the Arrangement Agreement to reflect such offer made by the other Party, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing, including promptly re-affirming the Norbord Board Recommendation or the West Fraser Board Recommendation, as applicable, to the Norbord Shareholders or the Shareholders, as applicable.

(d) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Norbord Shareholders or the Shareholders, as applicable, or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of Section 7.4 or Section 7.8 of the Arrangement Agreement, as applicable, and the other Party shall be afforded a new three Business Day Matching Period from the later of (i) the date on which the other Party received the Superior Proposal Notice with respect to the new Superior Proposal from such Party, and (ii) the date on which the other Party received a copy of the documentation referred to in Section 7.4(a)(iii) or Section 7.8(a)(iii) of the Arrangement Agreement, as applicable, with respect to such new Superior Proposal.

(e) The Norbord Board or the West Fraser Board, as applicable, shall promptly reaffirm the Norbord Board Recommendation or the West Fraser Board Recommendation, as applicable, by press release

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after: (i) the Norbord Board or the West Fraser Board, as applicable, determines any Acquisition Proposal that has been publicly announced or publicly disclosed is not a Superior Proposal; or (ii) the Norbord Board or the West Fraser Board, as applicable, determines that a proposed amendment to the terms of the Arrangement Agreement would result in any Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and the other Party has so amended the terms of the Arrangement Agreement. The other Party and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release. Such Party shall make all reasonable amendments to such press release as requested by the other Party and its counsel.

(f) If a Party provides a Superior Proposal Notice to the other Party on a date that is less than seven Business Days before the Norbord Meeting or the Meeting, as applicable, such Party shall be entitled to, and shall upon request from the other Party, postpone its special meeting in accordance with the terms of the Arrangement Agreement to a date specified by the other Party that is not more than seven Business Days after the scheduled date of such meeting. If a Matching Period would not terminate before the date fixed for the Norbord Meeting or the Meeting, as applicable, the Party shall adjourn or postpone its special meeting to a date that is at least five Business Days after the expiration of the applicable Matching Period. Notwithstanding the foregoing, in no event shall such adjourned or postponed meeting be held on a date that is less than five Business Days prior to the Outside Date.

(g) For greater certainty, notwithstanding any Norbord Change in Recommendation or West Fraser Change in Recommendation, unless the Arrangement Agreement has been terminated in accordance with its terms, Norbord shall cause the Norbord Meeting to occur and the Arrangement Resolution to be put to the Norbord Shareholders thereat and West Fraser shall cause the Meeting to occur and the Share Issuance Resolution to be put to the Shareholders thereat, in each case for consideration in accordance with the Arrangement Agreement, and neither Party shall, except as required by applicable Law, submit to a vote of the Norbord Shareholders or the Shareholders, as applicable, any Acquisition Proposal other than the Arrangement Resolution or the Share Issuance Resolution, as applicable, prior to the termination of the Arrangement Agreement.

Holdco Alternative

Pursuant to the Arrangement Agreement, the Parties have agreed to make the Holdco Alternative available to Norbord Shareholders.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual written agreement of Norbord and West Fraser;

(b) by either Norbord or West Fraser, if:

(i) the Effective Date shall not have occurred on or before the Outside Date, except that this right to terminate the Arrangement Agreement shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under the Arrangement Agreement has been the principal cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;

(ii) after the date of the Arrangement Agreement, there shall be enacted or made any applicable Law or Order that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Norbord or West Fraser from consummating the Arrangement and such applicable Law or Order shall have become final and non-appealable;

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(iii) the Norbord Meeting shall have been held and completed and the Norbord Shareholder Approval shall not have been obtained, provided that this right to terminate the Arrangement Agreement shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under the Arrangement Agreement has been the cause of, or resulted in, the failure to obtain the Norbord Shareholder Approval; or

(iv) the Meeting shall have been held and completed and the West Fraser Shareholder Approval shall not have been obtained, provided that this right to terminate the Arrangement Agreement shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under the Arrangement Agreement has been the cause of, or resulted in, the failure to obtain the West Fraser Shareholder Approval;

(c) by West Fraser, if:

(i) the Norbord Board takes any action or fails to take any action that, in either case, results in a Norbord Change in Recommendation, other than in circumstances where the Norbord Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to West Fraser and Norbord has complied with Section 7.3(b)(ii)(B) of the Arrangement Agreement;

(ii) Norbord enters into (other than a confidentiality agreement pursuant to Section 7.3 of the Arrangement Agreement) any letter of intent, agreement in principal, agreement, arrangement or understanding in respect of an Acquisition Proposal, other than in circumstances where Norbord has terminated the Arrangement Agreement in accordance with Section 8.2(d)(iv) of the Arrangement Agreement and paid the Termination Fee in accordance with Section 8.3(a)(ii) of the Arrangement Agreement;

(iii) Norbord breaches its obligations under Section 7.1, Section 7.2, Section 7.3 or Section 7.4 of the Arrangement Agreement in any material respect;

(iv) prior to obtaining the West Fraser Shareholder Approval, subject to West Fraser having complied with Section 7.7 and Section 7.8 of the Arrangement Agreement, the West Fraser Board authorizes West Fraser to enter into an agreement (other than a confidentiality agreement pursuant to Section 7.7 of the Arrangement Agreement) with respect to a Superior Proposal in accordance with Section 7.8 of the Arrangement Agreement; provided that concurrently with such termination, West Fraser pays the Termination Fee payable pursuant to Section 8.3 of the Arrangement Agreement to Norbord;

(v) Norbord breaches any representation or warranty of Norbord set forth in the Arrangement Agreement which breach would cause the condition in Section 6.2(b) of the Arrangement Agreement not to be satisfied or Norbord fails to perform any material covenant or material obligation made in the Arrangement Agreement, which failure would cause the conditions in Section 6.2(a) of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.5 of the Arrangement Agreement; provided that any wilful breach shall be deemed incapable of being cured and provided that West Fraser is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.3(a) or Section 6.3(b) of the Arrangement Agreement not to be satisfied; or

(vi) a Material Adverse Effect has occurred with respect to Norbord and is continuing, provided that the West Fraser Board has complied with Section 7.7(b)(ii)(B) of the Arrangement Agreement.

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(d) by Norbord, if:

(i) the West Fraser Board takes any action or fails to take any action that, in either case, results in a West Fraser Change in Recommendation, other than in circumstances where the West Fraser Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to Norbord and West Fraser has complied with Section 7.7(b)(ii)(B) of the Arrangement Agreement;

(ii) West Fraser enters into (other than a confidentiality agreement pursuant to Section 7.7 of the Arrangement Agreement) any letter of intent, agreement in principal, agreement, arrangement or understanding in respect of an Acquisition Proposal, other than in circumstances where West Fraser has terminated the Arrangement Agreement in accordance with Section 8.2(c)(iv) of the Arrangement Agreement and paid the Termination Fee in accordance with Section 8.3(b)(ii) of the Arrangement Agreement;

(iii) West Fraser breaches its obligations under Section 7.5, Section 7.6, Section 7.7 or Section 7.8 of the Arrangement Agreement in any material respect;

(iv) prior to obtaining the Norbord Shareholder Approval, subject to Norbord having complied with Sections 7.3 and 7.4 of the Arrangement Agreement, the Norbord Board authorizes Norbord to enter into an agreement (other than a confidentiality agreement pursuant to Section 7.3 of the Arrangement Agreement) with respect to a Superior Proposal in accordance with Section 7.4 of the Arrangement Agreement; provided that concurrently with such termination, Norbord pays the Termination Fee payable pursuant to Section 8.3(a)(ii) of the Arrangement Agreement to West Fraser;

(v) West Fraser breaches any representation or warranty of West Fraser set forth in the Arrangement Agreement which breach would cause the condition in Section 6.3(b) of the Arrangement Agreement not to be satisfied or West Fraser fails to perform any material covenant or material obligation made in the Arrangement Agreement, which failure would cause the condition in Section 6.3(a) of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.5 of the Arrangement Agreement; provided that any wilful breach shall be deemed incapable of being cured and provided that Norbord is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.2(a) or Section 6.2(b) of the Arrangement Agreement not to be satisfied; or

(vi) a Material Adverse Effect has occurred with respect to West Fraser and is continuing, provided that the Norbord Board has complied with Section 7.3(b)(ii)(B) of the Arrangement Agreement.

Termination Fee

The Arrangement Agreement provides for a reciprocal termination fee of CDN$110 million that may be payable by either Norbord or West Fraser in the following circumstances:

(a) Norbord shall pay to West Fraser and West Fraser shall be entitled to the Termination Fee upon the occurrence of any of the following events, which shall be paid by Norbord within the time specified in respect of each such event:

(i) the Arrangement Agreement is terminated by West Fraser pursuant to Section 8.2(c)(i) (Norbord Change in Recommendation), Section 8.2(c)(ii) (Norbord Agreement with respect to Acquisition Proposal) or Section 8.2(c)(iii) (Norbord Breach of Deal Protection Covenants) of the Arrangement Agreement, in which case the Termination Fee shall be paid on the second Business Day following such termination;

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(ii) the Arrangement Agreement is terminated by Norbord pursuant to Section 8.2(d)(iv) (Norbord to enter into a Superior Proposal) of the Arrangement Agreement, in which case the Termination Fee shall be paid concurrent with such termination; or

(iii) the Arrangement Agreement is terminated:

(A) by either Party pursuant to Section 8.2(b)(i) (Effective Time Not Occurring Prior to Outside Date) of the Arrangement Agreement;

(B) by either Party pursuant to Section 8.2(b)(iii) (No Norbord Shareholder Approval) of the Arrangement Agreement; or

(C) by West Fraser pursuant to Section 8.2(c)(v) (Norbord Breaches of Representations, Warranties or Covenants) of the Arrangement Agreement,

but only if, in the case of Section 8.3(a)(iii) of the Arrangement Agreement, prior to the termination of the Arrangement Agreement, an Acquisition Proposal shall have been made to Norbord, or an Acquisition Proposal with respect to Norbord is publicly announced or any Person shall have publicly announced the intention to make an Acquisition Proposal with respect to Norbord (other than by West Fraser), and if within twelve months following the date of such termination (i) Norbord or one of its subsidiaries enters into a definitive agreement in respect of an Acquisition Proposal, whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in this paragraph; and (ii) such Acquisition Proposal is consummated at any time thereafter (whether or not within twelve months following the date of termination of the Arrangement Agreement), in which case the Termination Fee shall be payable within two Business Days following the closing of the applicable transaction referred to therein.

(b) West Fraser shall pay to Norbord and Norbord shall be entitled to the Termination Fee upon the occurrence of any of the following events, which shall be paid by West Fraser within the time specified in respect of each such event:

(i) the Arrangement Agreement is terminated by Norbord pursuant to Section 8.2(d)(i) (West Fraser Change in Recommendation), Section 8.2(d)(ii) (West Fraser Agreement with respect to Acquisition Proposal) or Section 8.2(d)(iii) (West Fraser Breach of Deal Protection Covenants) of the Arrangement Agreement, in which case the Termination Fee shall be paid on the second Business Day following such termination;

(ii) the Arrangement Agreement is terminated by West Fraser pursuant to Section 8.2(c)(iv) (West Fraser to enter into a Superior Proposal) of the Arrangement Agreement, in which case the Termination Fee shall be paid concurrent with such termination; or

(iii) the Arrangement Agreement is terminated:

(A) by either Party pursuant to Section 8.2(b)(i) (Effective Time Not Occurring Prior to Outside Date) of the Arrangement Agreement;

(B) by either Party pursuant to Section 8.2(b)(iv) (No West Fraser Shareholder Approval) of the Arrangement Agreement; or

(C) by Norbord pursuant to Section 8.2(d)(v) (West Fraser Breaches of Representations, Warranties or Covenants) of the Arrangement Agreement,

but only if, in the case of Section 8.3(b)(iii) of the Arrangement Agreement, prior to the termination of the Arrangement Agreement, an Acquisition Proposal shall have been made

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to West Fraser, or an Acquisition Proposal with respect to West Fraser is publicly announced or any Person shall have publicly announced the intention to make an Acquisition Proposal with respect to West Fraser (other than by Norbord), and if within twelve months following the date of such termination (i) West Fraser or one of its subsidiaries enters into a definitive agreement in respect of an Acquisition Proposal, whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in this paragraph; and (ii) such Acquisition Proposal is consummated at any time thereafter (whether or not within twelve months following the date of termination of the Arrangement Agreement), in which case the Termination Fee shall be payable within two Business Days following the closing of the applicable transaction referred to therein.

For purposes of Section 8.3 of the Arrangement Agreement, the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1 of the Arrangement Agreement, except that the references to “20%” therein shall be deemed to be references to “50%”.

In the Arrangement Agreement, the Parties acknowledge and agree that any payment by a Party of a Termination Fee to the other Party is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the other Party will suffer or incur as a result of the cancellation and termination of all rights and obligations with respect to the Transaction in the circumstances in which the Termination Fee is payable, that such payment is not for lost profits or a penalty, and that no Party shall take any position inconsistent with the foregoing.

Effective Date and Effective Time

The Effective Date will be the date upon which West Fraser and Norbord agree in writing as the date upon which the Arrangement becomes effective or, in the absence of such agreement, five Business Days following the satisfaction or waiver of all conditions to Closing set out in Sections 6.1, 6.2 and 6.3 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable Party for whose benefit such conditions exist). The Arrangement will be deemed to have been completed at 3:01 a.m. (Eastern time) on the Effective Date or such other time as agreed to by West Fraser and Norbord in writing.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Norbord Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and the Final Order and applicable Law:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) waive any inaccuracies or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant thereto;

(c) waive compliance with or modify any of the covenants contained in the Arrangement Agreement and waive or modify the performance of any of the obligations of the Parties; and/or

(d) waive compliance with or modify any mutual conditions precedent contained in the Arrangement Agreement.

Governing Law

The Arrangement Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. Pursuant to the Arrangement Agreement, the Parties irrevocably attorned and submitted to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to the Arrangement Agreement.

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REGULATORY MATTERS

Canadian Securities Law Matters

West Fraser is a reporting issuer (or the equivalent) in all of the provinces of Canada and in the Yukon. Norbord is a reporting issuer (or the equivalent) in all of the provinces and territories of Canada. Following the Effective Date, West Fraser expects that it will cause Norbord to apply to cease to be a reporting issuer under Securities Laws in each of the provinces and territories of Canada. For so long as the Norbord Bonds remain outstanding under the existing terms of the Norbord Bond Indentures, there may be limitations on Norbord’s ability to cease to have public reporting obligations in Canada.

The issue of West Fraser Shares pursuant to the Arrangement will constitute distributions of securities which are exempt from the prospectus requirements of Canadian Securities Laws. West Fraser Shares may be resold in each province and territory of Canada, provided: (i) that West Fraser is a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (ii) the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities; (iii) no unusual effort is made to prepare the market or create a demand for those securities; (iv) no extraordinary commission or consideration is paid in respect of that trade; and (v) if the selling security holder is an insider or officer of West Fraser (as such terms are defined by Canadian Securities Laws), the insider or officer has no reasonable grounds to believe that West Fraser is in default of Canadian Securities Laws.

U.S. Securities Law Matters

Each of Norbord and West Fraser is a “foreign private issuer” as defined in Rule 3b-4 under the U.S. Exchange Act. Following Closing, West Fraser will become subject to the reporting requirements of the U.S. Exchange Act and will file annual and current reports with the SEC. Such documents may be obtained on EDGAR at www.sec.gov/edgar.shtml.

The West Fraser Shares to be issued under the Arrangement will not be registered under the U.S. Securities Act, and are being issued in reliance on the exemption from registration set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, which will consider, among other things, the procedural and substantive fairness of the terms and conditions of the Arrangement to Norbord Shareholders.

It is anticipated that West Fraser will cause Norbord to file a Form 15 with the SEC pursuant to U.S. Exchange Act Rule 12g-4 to terminate registration of the Norbord Shares under section 12 of the U.S. Exchange Act.

Stock Exchange Approvals

On Closing, the West Fraser Shares will continue trading on the TSX under the symbol “WFT”. The obligation of West Fraser and Norbord to complete the Arrangement is subject to, among other matters, the TSX approving the listing and posting for trading on the TSX of the West Fraser Shares that are issuable in connection with the Arrangement, including West Fraser Shares that are issuable on the exercise of Replacement Options, subject to the satisfaction of the customary listing conditions of the TSX.

In addition, it is a condition to Closing that the West Fraser Shares, including the West Fraser Shares to be issued to Norbord Shareholders as Consideration under the Arrangement, be approved for listing on the NYSE on or prior to Closing.

If permitted by applicable Laws, West Fraser intends to delist the Norbord Shares from the TSX and the NYSE.

Competition Law Matters

The completion of the Arrangement is conditional on the Competition Act Approval, the HSR Act Approval and the German Competition Approval.

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Competition Act Approval

Part IX of the Competition Act requires that each of the parties to a transaction that exceeds the thresholds set out in sections 109 and 110 of the Competition Act (a “Notifiable Transaction”) provide the Commissioner of Competition with pre-closing notification filings (“Notifications”) in respect of their Notifiable Transaction. Subject to certain exemptions discussed below, a Notifiable Transaction cannot be completed until the applicable waiting period under section 123 of the Competition Act has expired or been terminated by the Commissioner.

The statutory waiting period is 30 calendar days after the day on which the parties to a Notifiable Transaction each submit their respective Notifications. The parties are entitled to complete the transaction at the end of the 30-day period, unless the Commissioner requests additional information from the parties that is relevant to the Commissioner’s assessment of the transaction pursuant to subsection 114(2) of the Competition Act (a “Supplementary Information Request”). If the Commissioner issues a Supplementary Information Request, the parties cannot complete the transaction until 30 calendar days after the parties’ certification of substantial compliance with the Supplementary Information Request and cannot complete the transaction after that 30-day period if there is any Competition Tribunal order in effect prohibiting completion of the transaction at that time.

A Notifiable Transaction may be completed before the end of the applicable waiting period in two circumstances: (i) the Commissioner notifies the parties that he does not, at that time, intend to challenge the transaction by making an application under section 92 of the Competition Act (a “No Action Letter”); or (ii) the Commissioner issues an advance ruling certificate (an “ARC”) under subsection 102(1) of the Competition Act. In the case of a No Action Letter, the Commissioner retains the right to challenge the transaction before the Competition Tribunal at any time within one year after the transaction is completed.

The Arrangement constitutes a Notifiable Transaction under the Competition Act. Under the terms of the Arrangement Agreement, completion of the Arrangement is conditional on either: receipt of an ARC; or expiry or termination of the 30-day waiting period and receipt of a No Action Letter.

On November 26, 2020, the Parties filed with the Commissioner a request for an ARC or, in the alternative, a No Action Letter and each of Norbord and West Fraser filed their respective Notifications.

HSR Act Approval

Under the HSR Act, certain transactions exceeding prescribed thresholds may not be completed until each party has filed a Notification and Report Form (a “HSR Form”) pursuant to the HSR Act with the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and with the U.S. Federal Trade Commission (the “FTC”, and together with the DOJ, the “Agencies”) and applicable waiting period requirements have been satisfied. The Arrangement exceeds the prescribed thresholds and therefore is subject to the applicable waiting period requirements of the HSR Act.

The waiting period under the HSR Act is 30 calendar days after the Parties to the Arrangement each submit their respective HSR Forms, unless earlier terminated by the Agencies or unless the Agencies issue a request for additional information and documentary material (a “Second Request”) prior to that time. If the Agencies were to issue a Second Request, the waiting period with respect to the Arrangement would be extended until 30 days following the Parties’ certification of substantial compliance with the Second Request. The Parties are entitled to complete the Arrangement following expiration, or early termination, of the waiting period, provided that the Agencies have not taken action that results in a court Order enjoining the Arrangement. The expiration or early termination of the waiting period does not bar the Agencies from subsequently challenging the Arrangement.

Expiration or early termination of any waiting period, and any extension thereof, applicable to the transactions contemplated by the Arrangement Agreement under the HSR Act is a condition to Closing of the Arrangement.

On November 25, 2020, the Parties filed their respective HSR Forms under the HSR Act.

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German Competition Approval

Under German merger control law, transactions exceeding certain financial thresholds must be notified to the German Bundeskartellamt (“German Federal Cartel Office”) and closing is not permitted under German merger control law until the German Federal Cartel Office has granted clearance (the “German Competition Approval”).

The Arrangement exceeds the applicable financial thresholds and as such the receipt of the German Competition Approval is a condition to completion of the Arrangement. German merger control law provides for an initial one-month review period within which the authority must either clear the transaction or decide to open an in-depth investigation to further examine the transaction.

West Fraser submitted the requisite notification to the German Federal Cartel Office on December 3, 2020.

INFORMATION CONCERNING THE COMBINED COMPANY

This section of the Circular contains forward-looking information. Readers are cautioned that actual results may vary. See “Information Contained in this Circular – Forward-Looking Statements”.

Overview

On Closing, West Fraser will own all of the outstanding Norbord Shares and Norbord will be a wholly-owned subsidiary of West Fraser. Following Closing, existing Shareholders and Norbord Shareholders are expected to own approximately 56% and 44% of West Fraser, respectively, based on the number of West Fraser Shares and Norbord Shares issued and outstanding as of December 15, 2020.

Following Closing, West Fraser’s head office will continue to be located at Suite 501, 858 Beatty Street, Vancouver, British Columbia, V6B 1C1. West Fraser’s registered office will continue to be located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

Anticipated Corporate Structure

The corporate structures of West Fraser and Norbord are set out in the West Fraser AIF and the Norbord AIF, respectively. On Closing, Norbord, and each of the Norbord subsidiaries, will become subsidiaries of West Fraser. It is anticipated that all Qualifying Holdcos will be wound up and eliminated from West Fraser’s corporate structure following Closing.

Description of the Combined Company

The Arrangement is expected to result in the creation of a global wood products leader. Following Closing, West Fraser’s business will be comprised of 33 lumber mills, five pulp and paper mills and six renewable energy facilities (850GWH). In addition, West Fraser will own and operate 24 engineered wood product plants, including 14 OSB facilities, three medium density fibreboard (MDF) facilities, three plywood facilities, two particle board facilities, one laminated veneer lumber (LVL) facility and one veneer facility. West Fraser will own and operate one furniture facility. Following Closing, West Fraser expects to employ approximately 10,000 people.

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The following graphic illustrates West Fraser’s diverse operating footprint throughout Canada, the United States and Europe following Closing:

For a complete description of the business, assets and operations of West Fraser and Norbord prior to the Arrangement, see the West Fraser AIF and the Norbord AIF, which are incorporated by reference in this Circular.

Description of Share Capital

The authorized share capital of West Fraser following Closing will continue to be as described in Appendix E and the rights and restrictions of the West Fraser Shares and the West Fraser Class B Shares will remain unchanged.

Dividends

The declaration and payment of cash dividends is within the discretion of the West Fraser Board. Historically, cash dividends have been declared on a quarterly basis payable after the end of each quarter. On an annual basis, dividends

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of CDN$0.80 per share were declared in 2019, CDN$0.70 per share were declared in 2018, CDN$0.36 per share were declared in 2017 and CDN$0.28 per share were declared in 2016 and 2015. From January 1, 2020 to October 26, 2020, dividends of CDN$0.60 per share, in the aggregate, were declared.

There can be no assurance that dividends will continue to be declared and paid by West Fraser in the future, as the discretion of the West Fraser Board will be exercised from time to time taking into account the current circumstances of West Fraser.

Post-Arrangement Shareholders and Principal Shareholders

Based on the outstanding Norbord Shares as of December 15, 2020, West Fraser expects to issue an estimated 54,480,178 West Fraser Shares in connection with the Arrangement, on a non-diluted basis. On Closing, assuming that the number of Norbord Shares and West Fraser Shares outstanding does not change from December 15, 2020, it is expected that the total number of West Fraser Shares issued and outstanding will be approximately 120,877,322 (excluding 2,281,478 West Fraser Class B Shares), on a non-diluted basis. Following Closing, existing Shareholders and Norbord Shareholders are expected to own approximately 56% and 44% of West Fraser, respectively, based on the number of West Fraser Shares and Norbord Shares issued and outstanding as of December 15, 2020.

In addition, an estimated 893,703 West Fraser Shares will be issuable upon the exercise of Replacement Options. The Replacement Options will be issued under two new replacement stock option plans to be adopted by West Fraser in connection with Closing, which will only be used to grant these Replacement Options and will not require separate Shareholder approval under the policies of the TSX as the aggregate number of West Fraser Shares issuable thereunder is less than 2% of the number of West Fraser Shares issued and outstanding prior to giving effect to the Arrangement.

The exact number of West Fraser Shares that will ultimately be issued will be dependent upon the number of issued and outstanding Norbord Shares on the Effective Date, which may change due to the exercise of Norbord Options, rounding in respect of fractional entitlements and adjustments to the Exchange Ratio in accordance with the Arrangement Agreement.

Pursuant to the Arrangement Agreement, in the event West Fraser or Norbord declares an Excess Dividend prior to the Effective Date in excess of the threshold amounts set out in the Arrangement Agreement, the Exchange Ratio will be adjusted and, as a result, the number of West Fraser Shares issued in connection with the Arrangement will increase (in the case of a West Fraser Excess Dividend) or decrease (in the case of a Norbord Excess Dividend).

In the event West Fraser agrees to increase the Consideration, for example if Norbord receives a Superior Proposal, the TSX will generally not require further approvals from Shareholders for the issuance of up to approximately 13,843,470 additional West Fraser Shares, such number being 25% of the estimated number of West Fraser Shares being approved by Shareholders for issuance to Norbord Shareholders in connection with the Arrangement.

To the knowledge of West Fraser’s directors and executive officers, following Closing, no Person will beneficially own, directly or indirectly, or exercise control or direction over, voting securities of West Fraser carrying 10% or more of the voting rights attached to the West Fraser Shares or the West Fraser Class B Shares, except as follows:

Name of Beneficial Holder	Title of Class	Amount Beneficially Owned or Controlled(1)	% of Class	% of Total Votes(1)
Brookfield(2)	Common	23,481,586	19.4	19.1
Ketcham Investments, Inc.(3)	Common	5,662,718	4.7	4.6
	Class B Common	1,743,228	76.4	1.4
				6.0
Tysa Investments, Inc.(4)	Class B Common	333,066	14.6	0.3

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Notes:

(1) Assumes an aggregate of 120,877,322 West Fraser Shares and 2,281,478 West Fraser Class B Shares are issued and outstanding following Closing. The number of West Fraser Shares has been calculated based on the Exchange Ratio. Figures are based off of shareholdings as at December 15, 2020.

(2) Brookfield is a publicly-traded company incorporated in Ontario, Canada with Class A Limited Voting Shares listed on the TSX and the NYSE. Brookfield’s major shareholders are Partners Limited and its 49%-owned affiliate, Partners Value Investments LP. The shareholders of Partners Limited, directly and indirectly, consist of current senior executives and directors of Brookfield and its affiliates, as well as a limited number of former senior executives. Information concerning Brookfield is taken from Norbord’s 2020 management proxy circular and is current as at March 9, 2020.

(3) Ketcham Investments, Inc. is controlled by the family of Henry H. (Hank) Ketcham, Chairman of the West Fraser Board.

(4) Tysa Investments, Inc. is controlled by William P. Ketcham, one of West Fraser’s former directors.

Directors and Executive Officers

On the Effective Date, the size of the West Fraser Board will be increased by two directors and will be comprised of all of the current directors of West Fraser and two independent directors of Norbord, being Marian Lawson and Colleen McMorrow. As a result, the number of directors on the West Fraser Board who are women will increase from two to four, making up 1/3 of the West Fraser Board. Information about the directors of West Fraser following Closing is set out in the West Fraser AIF and in the management proxy circular of Norbord dated March 9, 2020, as applicable, which are incorporated by reference in this Circular.

On Closing, Raymond Ferris will continue as the Chief Executive Officer of West Fraser and Chris Virostek will continue as the Chief Financial Officer of West Fraser. Peter Wijnbergen, the President and Chief Executive Officer of Norbord will be appointed President, Engineered Wood of West Fraser. Sean McLaren, the Vice-President, U.S. Lumber of West Fraser will be appointed as President, Solid Wood of West Fraser. The other executive officers of West Fraser will continue as the executive officers of West Fraser following Closing.

Assuming 54,480,178 West Fraser Shares are issued to Norbord Shareholders in connection with the Arrangement, the members of the West Fraser Board, the West Fraser Executives and the Norbord Executives will hold, in the aggregate, approximately 1,478,600 West Fraser Shares and approximately 78,728 West Fraser Class B Shares representing 1.26% of the aggregate number of West Fraser Shares and West Fraser Class B Shares anticipated to be issued and outstanding following Closing, on a non-diluted basis. The foregoing figures do not include 5,662,718 West Fraser Shares and 1,743,228 West Fraser Class B Shares held by Ketcham Investments, Inc., which is controlled by the family of Mr. Henry H. (Hank) Ketcham, Chairman of the West Fraser Board. See “Information Concerning the Combined Company – Post Arrangement Shareholders and Principal Shareholders”.

West Fraser Credit Facility

In connection with the Arrangement, West Fraser has secured commitments to underwrite and make available US$1.3 billion (CDN$850 million and US$650 million) in committed credit facilities on Closing. The committed facilities will be underwritten and syndicated by the Toronto-Dominion Bank as sole underwriter, lead arranger and bookrunner.

Consolidated Capitalization

The following table sets out West Fraser’s consolidated capitalization as at September 30, 2020, adjusted to give effect to any material changes in the share capital of West Fraser since September 30, 2020, the date of West Fraser’s most recent unaudited condensed consolidated interim financial statements, and further adjusted to give effect to the Arrangement. The table should be read in conjunction with the unaudited condensed consolidated interim financial statements of West Fraser as at and for the three and nine months ended September 30, 2020, including the notes thereto, and MD&A thereof, the unaudited consolidated interim financial statements of Norbord for the three and nine months ended October 3, 2020, including the notes thereto, and MD&A thereof, West Fraser’s unaudited pro forma combined consolidated financial statements and the accompanying notes thereto attached as Appendix G to the Circular, and the other financial information contained in or incorporated by reference in this Circular.

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(in millions of U.S. dollars, except per share amounts)	As at September 30, 2020			As at September 30, 2020, after giving effect to the Arrangement
West Fraser share capital	$	363		$	3,410
West Fraser shares issued		68,676,007	(1)		123,118,183	(2)
Total current assets	$	1,069		$	1,834
Long-term debt	$	503		$	1,212

Notes:

(1) Consisting of 66,394,529 West Fraser Shares and 2,281,478 West Fraser Class B Shares.

(2) Consisting of 120,836,705 West Fraser Shares and 2,281,478 West Fraser Class B Shares.

Unaudited Pro Forma Financial Information

The unaudited pro forma combined consolidated financial statements of West Fraser, as at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019, which give effect to the Arrangement, are attached as Appendix G.

Stock Exchange Listing Matters

On Closing, the West Fraser Shares will continue trading on the TSX under the symbol “WFT”. In addition, it is a condition to Closing of the Arrangement that the West Fraser Shares, including the West Fraser Shares to be issued to Norbord Shareholders as Consideration under the Arrangement, be approved for listing on the NYSE on or prior to the Effective Date.

Norbord Bonds

Pursuant to the terms of the Norbord Bond Indentures, if the Arrangement is completed, Norbord will be required to make a change of control offer to acquire all outstanding Norbord Bonds at 101% of the principal amount plus accrued and unpaid interest. Any Norbord Bonds that are not tendered to such offer will continue to remain outstanding obligations of Norbord after Closing subject to the terms and conditions of the Norbord Bond Indentures. If holders of not less than 90% of the aggregate principal amount of the outstanding 6.250% Notes or the outstanding 5.750% Notes validly tender to a change of control offer, Norbord will have the right to redeem all of the 6.250% Notes or the 5.750% Notes that remain outstanding, respectively, at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest.

West Fraser anticipates causing the termination by Norbord of its secured revolving credit facilities on Closing. The security relating to such debt will be subject to release and discharge following such termination and related repayment. On doing so and in accordance with the terms of the Norbord Bond Indentures and the applicable master deed of trust, the bonds issued to the bondholders securing such debt under the secured revolving credit facility will be returned to the trustee thereunder for cancellation and, upon such cancellation, Norbord will be entitled to have the security granted pursuant to such master deed of trust released and discharged. Following such release and discharge, the Norbord Bonds will be unsecured debt obligations of Norbord.

Auditors

The auditors of West Fraser will continue to be PricewaterhouseCoopers LLP.

Transfer Agent and Registrar

The transfer agent and registrar for the West Fraser Shares will continue to be AST Trust, Suite 1600, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1.

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INFORMATION CONCERNING WEST FRASER

Information concerning West Fraser is set out in Appendix E attached to this Circular.

INFORMATION CONCERNING NORBORD

Information concerning Norbord is set out in Appendix F attached to this Circular.

RISK FACTORS RELATING TO THE

ARRANGEMENT AND WEST FRASER

An investment in West Fraser Shares as a result of the combination of Norbord and West Fraser is subject to certain risks. In addition to the risk factors described under the headings “Risk Factors” and “Risks of the Business” in the West Fraser AIF and the Norbord AIF, respectively, which are specifically incorporated by reference into this Circular, the following are additional and supplemental risk factors which Shareholders should carefully consider before making a decision regarding approving the Share Issuance Resolution.

There can be no certainty that the Arrangement will be completed

Closing is subject to certain conditions that are outside the control of both Norbord and West Fraser, including, without limitation, the Norbord Shareholder Approval, the West Fraser Shareholder Approval, the Key Regulatory Approvals and the receipt of the Final Order. There can be no assurance that these conditions will be satisfied or that the Arrangement will be completed as currently contemplated or at all.

There is also no certainty, nor can either Party provide any assurance, that the Arrangement Agreement will not be terminated by either Party before Closing.

If the Arrangement is not completed, the market price of the Norbord Shares and the West Fraser Shares may decline. In addition, Norbord and West Fraser will each be responsible for their respective expenses incurred in connection with the Arrangement and will not realize anticipated synergies, growth opportunities and other benefits of the Arrangement. If the Arrangement is delayed, the achievement of synergies and the realization of growth opportunities could be delayed and may not be available to the same extent.

If a Material Adverse Effect occurs, the Arrangement may not be completed

Closing is subject to the condition that, among other things, at the time of Closing, no Material Adverse Effect with respect to Norbord or West Fraser shall have occurred since the date of the Arrangement Agreement. Although a Material Adverse Effect excludes certain events, including events in some cases that are beyond the control of Norbord or West Fraser, there can be no assurance that a Material Adverse Effect will not occur prior to the Effective Time. If such a Material Adverse Effect occurs with respect to either West Fraser or Norbord, and the other Party does not waive its right to terminate or changes its recommendation to its shareholders, the Arrangement may not proceed.

The Arrangement may face regulatory scrutiny or require the Parties to take remedial actions, which could delay or prevent completion of the Arrangement or negatively impact future business and operations

The Arrangement is notifiable under the Competition Act, the HSR Act, and German merger control law. The Commissioner of Competition, the DOJ or FTC, state attorneys general and, in certain circumstances, private parties in the United States, and the German Federal Cartel Office may challenge the Arrangement on competition or antitrust law grounds at any time before or after the completion of the Arrangement. Accordingly, the Commissioner of Competition, the DOJ or FTC, the German Federal Cartel Office or others could take action under competition or antitrust laws seeking to prevent, rescind or dissolve the Arrangement, or to conditionally approve the Arrangement subject to the requirement that Norbord and/or West Fraser take remedial actions. There can be no assurance that a challenge to the Arrangement on competition or antitrust law grounds will not be made or, if a challenge is made, that it can be successfully defended by West Fraser and Norbord. In addition, there can be no assurance that the Parties

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will not agree to take any remedial action in response to a challenge that could be expected to materially limit the right of West Fraser to own, retain, control, operate, or exploit any production or manufacturing facility or any asset material to the operation of such facility of the Parties or any of their respective subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis). Further, any such challenge could result in the Key Regulatory Approvals not being obtained by the Outside Date, as such Outside Date may be extended in accordance with the Arrangement Agreement, which would then entitle either West Fraser or Norbord to terminate the Arrangement Agreement.

In addition, the granting of the Key Regulatory Approvals may be conditioned upon the Parties taking remedial actions that, in the reasonable judgment of either Party, could be expected to materially limit the right of West Fraser to own, retain, control, operate, or exploit any production or manufacturing facility or any asset material to the operation of such facility of the Parties or any of their respective subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis) following Closing. As neither Party is obligated to take any such actions under the terms of the Arrangement Agreement, there can be no assurance that the Parties will agree to take such remedial actions, which may delay or prevent Closing. If the Parties agree to take such remedial actions, there can be no assurance that such actions will not negatively impact the business and operations of West Fraser following Closing.

Uncertainty surrounding the Arrangement could adversely affect West Fraser’s and/or Norbord’s retention of customers, suppliers and personnel and could negatively impact future business and operations

Because the Arrangement is dependent upon satisfaction of certain conditions, its completion is subject to uncertainty. In response to this uncertainty, the customers and suppliers of West Fraser and Norbord may delay or defer decisions concerning West Fraser or Norbord, respectively. Any change, delay or deferral of those decisions by customers and suppliers could negatively impact the business and operations of West Fraser or Norbord, as applicable, regardless of whether the Arrangement is ultimately completed. Similarly, current and prospective employees of Norbord may experience uncertainty about their future roles within West Fraser until West Fraser’s strategies with respect to such employees are announced and executed. This may adversely affect West Fraser’s ability to attract or retain key management of Norbord in the interim period until the Arrangement is completed and in the period following Closing.

Benefits from the Arrangement may not be achieved to the extent, or within the time period, currently expected, which could eliminate, reduce or delay the achievement of synergies expected to be generated by the Arrangement

The ability to realize the benefits of the Arrangement including, among other things, those set forth in this Circular under the heading “The Arrangement – Reasons for the Recommendation”, will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on West Fraser’s ability to realize the anticipated growth opportunities and synergies, efficiencies and cost savings from integrating Norbord’s business with West Fraser’s business following Closing. This integration will require the dedication of substantial management effort, time and resources which may divert management’s focus and resources from other strategic opportunities following Closing and from operational matters during this process. The integration process may result in the loss of key employees and the disruption of ongoing business, customer and employee relationships that may adversely affect the ability of West Fraser to achieve the anticipated benefits of the Arrangement. In addition, there is no assurance that the prospective organic growth opportunities and potential merger and acquisition growth opportunities may be realized or prove to be accretive to West Fraser.

The Arrangement may not maximize the growth potential of, or deliver greater value for, West Fraser beyond the level that West Fraser could have achieved on its own without Norbord

One of the principal reasons for the Arrangement is to maximize the growth potential of West Fraser beyond the level that West Fraser could have achieved on its own without the acquisition of Norbord. Achieving this growth potential is dependent on a number of factors, many of which will be beyond the control of West Fraser. The inability to realize the full extent of the anticipated growth opportunities from the Arrangement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, operating results and financial strength of West Fraser following Closing. As a result there is a risk that Shareholders might achieve more value over the long-term if West Fraser was to pursue its existing stand-alone business strategies independent of Norbord.

The number of West Fraser Shares to be issued to the Norbord Shareholders is fixed and will not adjust if the financial performance, financial condition or outlook of Norbord declines prior to Closing

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The Consideration payable to Norbord Shareholders pursuant to the Arrangement is based on a fixed Exchange Ratio and there will be no adjustment for changes in the market price of Norbord Shares or West Fraser Shares prior to the consummation of the Arrangement. During this period, the operating results and financial condition of Norbord may decline and the outlook for the Norbord business may deteriorate. None of the Parties are permitted to terminate the Arrangement Agreement and abandon the Arrangement solely because of changes in the market price of the Norbord Shares or the West Fraser Shares. Accordingly, the number of West Fraser Shares to be issued to the Norbord Shareholders and the proportion of West Fraser that the Norbord Shareholders will own following Closing will not be reduced in the event that the financial condition of Norbord or the outlook for Norbord’s business declines prior to Closing and the Arrangement proceeds.

The market price of the West Fraser Shares may fluctuate as a result of changes to Norbord’s business and financial condition

There may be a significant amount of time between the date when Shareholders vote at the Meeting and the date on which the Arrangement is completed. During this period, there may be changes in the businesses, operations, results and prospects of Norbord and the prices for Norbord’s products (including OSB panels), which may result in the market prices of the West Fraser Shares and the Norbord Shares fluctuating during this interim period. In addition, these market prices may fluctuate as a result of market expectations of the likelihood that the Arrangement will be completed and the timing of its completion, the prospects for West Fraser’s post-combination operations, the effect of any conditions or restrictions imposed on, or proposed with respect to, West Fraser and Norbord by any Governmental Entity and general market and economic conditions.

Following Closing, the market price of the West Fraser Shares will continue to be impacted by factors relating to Norbord’s business as this business is integrated into West Fraser’s business. As a result, the market price of the West Fraser Shares may be adversely impacted following Closing if the performance of the Norbord business declines or the outlook for the Norbord business deteriorates.

West Fraser will be subject to interim period covenants that may restrict its flexibility to operate the business and may result in lost opportunities

Under the Arrangement Agreement, West Fraser has agreed that, among other things, during the period from the date of the Arrangement Agreement until the earlier of Closing and the time the Arrangement Agreement is terminated in accordance with its terms, it would, and would cause its subsidiaries to, conduct its business in the ordinary course of business consistent in all material respects with past practice and in accordance with its current capital plans, and use commercially reasonable efforts to maintain and preserve the business organization, assets, goodwill and business relationships it currently maintains and keep available the services of its respective officers and employees as a group. The Arrangement Agreement also restricts West Fraser from taking certain specified actions during the interim period without the consent of Norbord, which consent will not be unreasonably withheld, until the Arrangement is completed. Such restrictions may prevent West Fraser from pursuing attractive business opportunities that may arise prior to Closing or undertaking changes to its operations that it would otherwise proceed with if it were not bound by these interim covenants. See “The Arrangement Agreement – Conditions Precedent to the Arrangement” and “The Arrangement Agreement – Covenants”.

The Termination Fee provided under the Arrangement Agreement may discourage other parties from attempting to acquire West Fraser

Under the Arrangement Agreement, West Fraser may be required to pay a fee of CDN$110 million in the event the Arrangement Agreement is terminated by West Fraser in order to accept a Superior Proposal. This obligation to pay the Termination Fee may discourage other parties from attempting to acquire West Fraser or otherwise from making an Acquisition Proposal to West Fraser.

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Following the Arrangement the trading price of the West Fraser Shares may be volatile

The trading prices of the Norbord Shares and the West Fraser Shares have been and will continue to be subject to, and following completion of the Arrangement the West Fraser Shares will be subject to, material fluctuations and may increase or decrease in response to a number of events and factors, including:

• changes in the market price of the commodities that Norbord and West Fraser sell and purchase;

• current events affecting the economic situation in North America, Europe and the international markets in which West Fraser’s and Norbord’s products are sold;

• trends in the lumber and OSB industries and other industries in which Norbord and West Fraser operate;

• regulatory and/or government actions;

• changes in financial estimates and recommendations by securities analysts;

• the fact that the risks and uncertainties facing West Fraser following Closing may be different from those currently affecting West Fraser on a stand-alone basis without Norbord;

• sales by Brookfield of any of the West Fraser Shares held by it following Closing;

• acquisitions and financings;

• the economics of current and future projects undertaken by West Fraser, both with respect to its existing business and the Norbord business, following completion of the Arrangement;

• variations in West Fraser’s operating results, financial condition or dividend policies following Closing;

• the operating and share price performance of other companies, including those that investors may deem comparable to West Fraser; and

• the issuance of additional equity securities by West Fraser following Closing.

In addition to factors directly affecting West Fraser and the combined business of West Fraser and Norbord, the West Fraser Shares may also experience volatility that is attributable to the overall state of the stock markets in which wide price swings may occur as a result of a variety of financial, economic and market perception factors. This overall market volatility may adversely affect the price of the West Fraser Shares, regardless of West Fraser’s own relative operating performance.

The completion of the Arrangement may require Norbord to provide notice to or obtain the consent of certain provincial governments with respect to the Norbord Tenures

In connection with the Arrangement, Norbord will provide notice to certain provincial governments with respect to the Norbord Tenures in such provinces. The relevant Governmental Entities may impose conditions or revise the current Norbord Tenures and, as a result, there can be no assurance that: (i) such revisions will not constitute, individually or in the aggregate, a Material Adverse Effect that causes the Arrangement not to proceed, and (ii) following the Arrangement, Norbord will not experience a reduction in its allocated cutting rights under such provincial forestry legislation which could adversely affect West Fraser and the value of the West Fraser Shares.

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The unaudited pro forma combined consolidated financial statements are presented for illustrative purposes only and may not be an indication of West Fraser’s financial condition or results of operations following the Arrangement

The unaudited pro forma combined consolidated financial statements contained in this Circular are presented for illustrative purposes only and may not be an indication of West Fraser’s financial condition or results of operations following Closing for several reasons. For example, the unaudited pro forma combined consolidated financial statements have been derived from the historical financial statements of Norbord and West Fraser and certain assumptions have been made. The information upon which these assumptions have been made is historical, preliminary and is not reflective of any future financial performance of West Fraser following Closing. Moreover, the unaudited pro forma combined consolidated financial statements do not reflect all costs that are expected to be incurred by West Fraser and Norbord in connection with the Arrangement. For example, the impact of any incremental costs incurred in integrating Norbord and West Fraser is not reflected in the unaudited pro forma combined consolidated financial statements. In addition, the assumptions used in preparing the unaudited pro forma combined consolidated financial information may not prove to be accurate and may not be reflective of West Fraser’s financial condition or results of operations following Closing. The market price of the West Fraser Shares may be adversely affected if the actual results of West Fraser fall short of the unaudited pro forma combined consolidated financial statements contained in this Circular. See the unaudited pro forma combined consolidated financial statements of West Fraser attached as Appendix G to this Circular.

The amount of any dividends paid by West Fraser after Closing is not guaranteed

The declaration and payment of cash dividends is within the discretion of the West Fraser Board. Historically, cash dividends have been declared on a quarterly basis payable after the end of each quarter. On an annual basis, dividends of CDN$0.80 per share were declared in 2019 and from January 1, 2020 to October 26, 2020, dividends of CDN$0.60 per share, in the aggregate, were declared. There is no assurance that the acquisition of Norbord will not adversely impact the financial condition of West Fraser and the ability of West Fraser to maintain its dividend at the current rate. The West Fraser Board will retain the power to declare dividends in its discretion and in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends in the future will be equal or similar to the dividends historically paid by West Fraser or that the West Fraser Board will not decide to suspend or discontinue the payment of cash dividends in the future.

West Fraser’s credit ratings may be downgraded, or there may be adverse conditions in the credit markets, which may impede West Fraser’s access to debt markets or raise its borrowing rates

Access to financing for West Fraser will depend on, among other things, suitable market conditions and maintenance of long-term credit ratings. The credit ratings of West Fraser may be adversely affected by various factors, including increased debt levels, decreased earnings, declines in customer demands, increased competition and the deterioration in general economic and business conditions. Any downgrades in the credit ratings of West Fraser may impede West Fraser’s ability to access debt markets or raise its borrowing rates.

There is no assurance that the acquisition of Norbord will strengthen West Fraser’s financial position or improve its capital markets profile

While the Transaction will increase West Fraser’s asset and revenue base, it will also increase West Fraser’s debt and its exposure (in absolute dollar terms) to negative downturns in the market for wood products if both the existing West Fraser and Norbord businesses are adversely impacted by these downturns. Such downturns may force West Fraser to draw against its credit facilities in order to fund its operations to the extent that these downturns result in negative cash flows for the combined business following Closing. In addition, downturns in the wood products market may adversely impact the ability of West Fraser to repay or refinance the outstanding debt of West Fraser or Norbord when this debt matures and becomes payable. There is also no assurance that the completion of the acquisition of Norbord and the listing of the West Fraser Shares on the NYSE will result in West Fraser being able to increase its investor base, gain increased investor exposure, increase trading liquidity or become a leading investment vehicle for investors seeking wood products exposure in North America.

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Risks associated with the NYSE Listing and Litigation

It is a condition precedent to Closing that the West Fraser Shares be listed for trading on the NYSE. Listing on the NYSE may expose West Fraser to additional regulatory proceedings, litigation (including class actions), mediation, and/or arbitration from time to time, which could adversely affect West Fraser’s business, financial condition and operations. Monitoring and defending against legal actions, with or without merit, can be time-consuming, may divert management’s attention and resources and can cause West Fraser to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and West Fraser may, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While West Fraser has insurance that may cover the costs and awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation may adversely impact the business, financial condition, or operations of West Fraser. Litigation, and any decision resulting therefrom, may also create a negative perception of West Fraser.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

As of the date of this Circular, no informed person of West Fraser or any associate or affiliate of any informed person has had a material interest in any transaction since the commencement of West Fraser’s most recently completed financial year or has a material interest in any proposed transaction which has materially affected or would affect West Fraser or any of its subsidiaries.

INTERESTS OF EXPERTS

The following are the names of each person or company who has prepared or certified a report, valuation, statement or opinion in this Circular, either directly or in a document incorporated by reference herein, and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company:

• TD Securities, which has prepared the TD Securities Fairness Opinion;

• Scotiabank, which has prepared the Scotiabank Fairness Opinion;

• PricewaterhouseCoopers LLP, auditors of West Fraser; and

• KPMG LLP, auditors of Norbord.

To the knowledge of West Fraser, neither TD Securities nor any of the designated professionals thereof held securities representing more than 1% of all issued and outstanding West Fraser Shares and West Fraser Class B Shares as at the date of the statement, report or valuation in question, and neither of them nor any officer or employee thereof, is or is expected to be elected, appointed or employed as a director, officer or employee of West Fraser or of any associate or affiliate of West Fraser. To the knowledge of West Fraser, Scotiabank (including the designated professionals of Scotiabank) held 1,000,266 West Fraser Shares as at the date of the Scotiabank Fairness Opinion, of which 1,000,000 West Fraser Shares were used to hedge an equity derivative contract between Scotiabank and West Fraser as a partial hedge of compensation payable under West Fraser’s equity based compensation plans.

KPMG LLP has advised Norbord that it is independent with respect to Norbord within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation and under all relevant U.S. professional and regulatory standards.

PricewaterhouseCoopers LLP has advised West Fraser that it is independent with respect to West Fraser in accordance with the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of British Columbia.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement as they pertain to West Fraser will be passed upon by McMillan.

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ADDITIONAL INFORMATION

Additional information (including financial information) relating to West Fraser can be found in its Annual Report for the year ended December 31, 2019, which includes the West Fraser AIF, and in its audited financial statements as at and for the years ended December 31, 2019 and 2018 and the accompanying audit report and MD&A. The Annual Report is on the West Fraser website (www.westfraser.com) and can also be found under West Fraser’s profile on SEDAR (www.sedar.com). Copies of such materials, as well as additional copies of this Circular, may be obtained upon request to West Fraser’s Chief Financial Officer, Suite 501, 858 Beatty Street, Vancouver, British Columbia, V6B 1C1 or by email to shareholder@westfraser.com.

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APPROVAL OF DIRECTORS

The contents of the Notice of Meeting and this Circular and their distribution to Shareholders have been approved by the West Fraser Board.

Norbord has provided the information contained in this Circular concerning Norbord and its business and operations and Norbord’s financial information and financial statements. West Fraser assumes no responsibility for the accuracy or completeness of such information, nor for any omission on the part of Norbord to disclose facts or events which may affect the accuracy of any such information.

DATED December 15, 2020.

BY ORDER OF THE WEST FRASER BOARD

/s/ Raymond Ferris

Raymond Ferris

President and Chief Executive Officer

Vancouver, British Columbia

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APPENDICES

APPENDIX A SHARE ISSUANCE RESOLUTION

APPENDIX B STOCK OPTION PLAN AMENDMENT RESOLUTION

APPENDIX C OPINION OF TD SECURITIES

APPENDIX D OPINION OF SCOTIABANK

APPENDIX E INFORMATION CONCERNING WEST FRASER

APPENDIX F INFORMATION CONCERNING NORBORD

APPENDIX G UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

APPENDIX H GLOSSARY

APPENDIX A

SHARE ISSUANCE RESOLUTION

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE HOLDERS OF COMMON SHARES AND CLASS B COMMON SHARES OF WEST FRASER TIMBER CO. LTD. (“WEST FRASER”) THAT:

1. West Fraser is hereby authorized to issue such number of common shares in the capital of West Fraser (the “West Fraser Shares”) as is necessary to allow West Fraser to acquire 100% of the issued and outstanding common shares in the capital of Norbord Inc. (“Norbord”), which is estimated to be 55,373,881 West Fraser Shares, in connection with a plan of arrangement involving West Fraser and Norbord under Section 192 of the Canada Business Corporations Act (the “Arrangement”), pursuant to the arrangement agreement dated November 18, 2020 between West Fraser and Norbord (as it may be amended, modified or supplemented, the “Arrangement Agreement”), all as more fully described in the management information circular to which this Appendix A is attached.

2. Notwithstanding that this resolution has been passed by holders of West Fraser Shares and holders of West Fraser Class B Common Shares (the “Shareholders”) or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of West Fraser are hereby authorized and empowered, if they decide not to proceed with the aforementioned Arrangement, to revoke this resolution at any time prior to the closing date of the Arrangement, without further notice to or approval of the Shareholders.

3. Any director or officer of West Fraser is hereby authorized, empowered and instructed, acting for, in the name and on behalf of West Fraser, to execute or cause to be executed, under the seal of West Fraser or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

4. All actions heretofore taken by or on behalf of West Fraser in connection with any matter referred to in any of the foregoing resolutions which were in furtherance of the Arrangement are hereby approved, ratified and confirmed in all respects.

A-1

APPENDIX B

STOCK OPTION PLAN AMENDMENT RESOLUTION

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE HOLDERS OF COMMON SHARES AND CLASS B COMMON SHARES OF WEST FRASER TIMBER CO. LTD. (“WEST FRASER”) THAT:

1. The stock option plan (the “Stock Option Plan”) of West Fraser is hereby amended to provide that the number of common shares in the capital of West Fraser (the “West Fraser Shares”) that may be allotted for issuance pursuant to the exercise of options granted pursuant to the Stock Option Plan be increased by an additional 1,000,000 West Fraser Shares.

2. Any director or officer of West Fraser is hereby authorized, empowered and instructed, acting for, in the name and on behalf of West Fraser, to execute or cause to be executed, under the seal of West Fraser or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

B-1

APPENDIX C

OPINION OF TD SECURITIES

(see attached)

C-1

TD Securities TD Securities Inc. 700 West Georgia Street Suite 1700, Pacific Centre Vancouver, B. C., V7Y 1B6

November 18, 2020

The Board of Directors of West Fraser Timber Co. Ltd.

858 Beatty Street, Suite 501

Vancouver, BC

V6B 1C1

To the Board of Directors of West Fraser Timber Co. Ltd.:

TD Securities Inc. (“TD Securities”) understands that West Fraser Timber Co. Ltd. (“West Fraser”) is considering entering into an arrangement agreement (the “Arrangement Agreement”) with Norbord Inc. (“Norbord”), pursuant to which West Fraser would acquire all of the issued and outstanding common shares of Norbord (the “Norbord Shares”) pursuant to an arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”). Pursuant to the terms of the Arrangement, the holders of Norbord Shares (the “Norbord Shareholders”) will be entitled to receive, in exchange for each Norbord Share, 0.675 of a common share of West Fraser (the “Consideration”). The above description is summary in nature. The specific terms and conditions of the Arrangement are set out in the Arrangement Agreement and are to be more fully described in the notice of special meeting of shareholders and management information circular (the “Information Circular”) of West Fraser which is to be sent to the holders of voting shares of West Fraser (the “West Fraser Shareholders”) in connection with the Arrangement.

TD Securities also understands that: (i) the Ketcham family and its affiliates that beneficially own, or exercise control and direction over, voting shares of West Fraser (collectively, the “Ketcham Affiliates”) directly or indirectly own or exercise control over approximately 19% of the outstanding voting shares of West Fraser and that the Ketcham Affiliates have entered into voting and support agreements with Norbord to vote such West Fraser shares in favour of the Arrangement; and (ii) Brookfield Asset Management Inc. and certain of its controlled affiliates (“Brookfield”) directly or indirectly own or exercise control over approximately 43% of the outstanding Norbord Shares and that Brookfield has entered into a voting and support agreement with West Fraser and Norbord to vote such Norbord Shares in favour of the Arrangement.

ENGAGEMENT OF TD SECURITIES

TD Securities was initially contacted by West Fraser in June 2020 and was formally engaged by West Fraser pursuant to an engagement agreement effective August 17, 2020 (the “Engagement Agreement”) to provide financial advisory services to West Fraser in connection with the Arrangement.

Pursuant to the Engagement Agreement, the Board of Directors of West Fraser (the “Board of Directors”) has asked TD Securities to prepare and deliver to the Board of Directors an opinion (the “Opinion”) regarding the fairness, from a financial point of view, to West Fraser of the Consideration to be paid by West Fraser to Norbord Shareholders pursuant to the Arrangement. TD Securities has not prepared a valuation of West Fraser, Norbord or any of their respective securities or assets and the Opinion should not be construed as such.

The terms of the Engagement Agreement provide that TD Securities will receive a fee for its services, a portion of which is payable on delivery of the Opinion and a portion of which is contingent on the successful completion of the Arrangement or certain other events, and will be reimbursed for its reasonable out-of-

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pocket expenses. Furthermore, West Fraser has agreed to indemnify TD Securities, in certain circumstances, against certain expenses, losses, claims, actions, suits, proceedings, investigations, damages and liabilities which may arise directly or indirectly from services performed by TD Securities in connection with the Engagement Agreement.

On November 18, 2020, TD Securities orally delivered the Opinion to West Fraser based upon and subject to the scope of review, assumptions and limitations and other matters described herein and contemplated by the Engagement Agreement. This Opinion provides the same opinion, in writing, as that given orally by TD Securities on November 18, 2020. Subject to the terms of the Engagement Agreement, TD Securities consents to the inclusion of the Opinion, in its entirety, in the Information Circular, along with a summary thereof, in a form acceptable to TD Securities, and to the filing thereof by West Fraser with the applicable Canadian securities regulatory authorities.

CREDENTIALS OF TD SECURITIES

TD Securities is one of Canada’s largest investment banking firms with operations in all facets of corporate and government finance, mergers and acquisitions, equity and fixed income sales and trading and investment research. TD Securities also has significant international operations. TD Securities has been a financial advisor in a large number of transactions involving public and private companies in various industry sectors and has extensive experience in preparing valuations and fairness opinions.

The Opinion represents the opinion of TD Securities and its form and content have been approved by a committee of senior investment banking professionals of TD Securities, each of whom is experienced in merger, acquisition, divestiture, valuation and fairness opinion matters.

RELATIONSHIP WITH INTERESTED PARTIES

Neither TD Securities nor any of its affiliated entities is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario) (the “Securities Act”)) of West Fraser, Norbord or any of their respective associates or affiliates (collectively, the “Interested Parties”). Neither TD Securities nor any of its affiliates is an advisor to any of the Interested Parties with respect to the Arrangement other than to West Fraser pursuant to the Engagement Agreement.

TD Securities and its affiliates have not been engaged to provide any financial advisory services, have not acted as lead or co-lead manager on any offering of securities of West Fraser, Norbord, Brookfield or any other Interested Party, and have not had a material financial interest in any transaction involving West Fraser, Norbord, Brookfield or any other Interested Party during the 24 months preceding the date on which TD Securities was first contacted with respect to the engagement of TD Securities by West Fraser, other than services provided under the Engagement Agreement and as described herein. TD Securities is sole bookrunner, lead arranger and administration agent on West Fraser’s C$850 million revolving facility, US$200 million term loan facility and C$150 million side-car revolving facility. In connection with the Arrangement, TD Securities has been engaged by West Fraser to underwrite and backstop amendments to these credit facilities, including upsizing the side-car revolving facility from C$150 million to US$450 million. In May 2020, The Toronto-Dominion Bank (“TD Bank”), the parent company of TD Securities, as lender closed an extension and increase in commitment to US$39 million of its existing bilateral revolving credit facility with Norbord. During the preceding 24-month period, TD Securities acted in the following capacities for Brookfield and its affiliated entities: (i) financial advisor on three transactions with an aggregate transaction value in excess of C$6 billion; (ii) lead or co-lead underwriter for seven offerings of equity securities for gross proceeds of C$2.7 billion; and (iii) lead or co-lead underwriter for fifteen

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offerings of debt securities for gross proceeds of C$4.1 billion. In addition, subsequent to the date on which TD Securities was first contacted with respect to the engagement of TD Securities by West Fraser, TD Securities acted in the following capacities for Brookfield and its affiliated entities: (i) lead or co-lead underwriter for four offerings of equity securities for gross proceeds of C$0.9 billion; and (ii) lead or co- lead underwriter for two offerings of debt securities for gross proceeds of C$1.0 billion. TD Bank, directly or through one or more affiliates, provides credit and may provide banking services and other financing services to entities related to West Fraser, Norbord, Brookfield or any other Interested Party in the normal course of business.

TD Securities and its affiliates act as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have and may in the future have positions in the securities of any Interested Party, and, from time to time, may have executed or may execute transactions on behalf of any Interested Party or other clients for which it may have received or may receive compensation. As an investment dealer, TD Securities conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including matters with respect to the Arrangement, West Fraser, Norbord, Brookfield or any other Interested Party.

The fees paid to TD Securities in connection with the foregoing activities, together with the fees payable to TD Securities pursuant to the Engagement Agreement, are not financially material to TD Securities. No understandings or agreements exist between TD Securities and any Interested Party with respect to future financial advisory or investment banking business, other than those that may arise as a result of the Engagement Agreement. TD Securities may in the future, in the ordinary course of its business, perform financial advisory or investment banking services for West Fraser, Norbord, Brookfield or any other Interested Party. TD Bank may continue to provide in the future, in the ordinary course of business, banking services including loans to West Fraser, Norbord, Brookfield or any other Interested Party.

SCOPE OF REVIEW

In connection with the Opinion, TD Securities reviewed and relied upon (without attempting to verify independently the completeness or accuracy of) or carried out, among other things, the following:

1. draft of the Arrangement Agreement dated November 18, 2020;

2. draft of the voting and support agreement for Brookfield dated November 18, 2020;

3. drafts of the voting and support agreements for the Ketcham Affiliates dated November 18, 2020;

4. drafts of the voting and support agreements for officers and directors of West Fraser and Norbord dated November 18, 2020;

5. annual reports of West Fraser and Norbord, including the audited financial statements and related management’s discussion and analysis, for the years ended December 31, 2017, 2018 and 2019;

6. quarterly interim reports, including the unaudited financial statements and related management’s discussion and analysis, of West Fraser for the fiscal quarters ended March 31, 2020, June 30, 2020, and September 30, 2020, and of Norbord for the fiscal quarters ended April 4, 2020, July 4, 2020, and October 3, 2020;

7. other securities regulatory filings of West Fraser and Norbord for the years ended December 31, 2017, 2018 and 2019;

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8. West Fraser management’s operating and financial models for its operating assets and for West Fraser on a consolidated basis;

9. Norbord management’s operating and financial models for its operating assets and for Norbord on a consolidated basis;

10. various financial and operational information regarding West Fraser prepared by management of West Fraser;

11. various financial and operational information regarding Norbord prepared by management of Norbord;

12. representations contained in a certificate dated November 18, 2020, from senior officers of West Fraser (the “Certificate”);

13. discussions with senior management of West Fraser and senior management of Norbord with respect to the information referred to above and other issues and matters considered relevant by TD Securities;

14. various research publications prepared by industry and equity research analysts regarding West Fraser, Norbord and other selected public entities considered relevant;

15. public information relating to the business, operations, financial performance and security trading history of West Fraser, Norbord and other selected public entities considered relevant;

16. public information with respect to certain other transactions of a comparable nature considered relevant; and

17. such other corporate, industry, and financial market information, investigations and analyses as TD Securities considered necessary or appropriate in the circumstances.

TD Securities has not, to the best of its knowledge, been denied access by West Fraser or Norbord to any information requested by TD Securities. TD Securities did not meet with the auditors of West Fraser or Norbord and has assumed the accuracy, completeness and fair presentation of, and has relied upon, without independent verification, the financial statements of West Fraser and Norbord and any reports of the auditors thereon.

PRIOR VALUATIONS

Senior officers of West Fraser, on behalf of West Fraser and not in their personal capacities, have represented to TD Securities that, among other things, to the best of their knowledge, information and belief after due inquiry, there have been no valuations or appraisals relating to West Fraser, Norbord, or any of their respective affiliates or any of their respective material assets or liabilities made in the preceding 24 months and in the possession or control of West Fraser other than those which have been provided to TD Securities or, in the case of valuations or appraisals known to West Fraser which it does not have within its possession or control, notice of which has not been given to TD Securities.

®The TD logo and other trade-marks are the property of The Toronto-Dominion Bank.

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ASSUMPTIONS AND LIMITATIONS

With the Board of Directors’ acknowledgement and agreement as provided for in the Engagement Agreement, TD Securities has relied upon the accuracy, completeness and fair presentation in all material respects of all financial and other data and information filed by West Fraser and Norbord with securities regulatory or similar authorities (including on the System for Electronic Document Analysis and Retrieval (“SEDAR”)), provided to it by or on behalf of West Fraser or Norbord or their respective representatives in respect of West Fraser or Norbord and/or their respective affiliates, or otherwise obtained by TD Securities, including the Certificate identified above (collectively, the “Information”). The Opinion is conditional upon such accuracy, completeness and fair presentation in all material respects of the Information. Subject to the exercise of professional judgment, and except as expressly described herein, TD Securities has not attempted to verify independently the accuracy, completeness or fair presentation of any of the Information.

With respect to the budgets, forecasts, projections or estimates provided to TD Securities and used in its analyses, TD Securities notes that projecting future results is inherently subject to uncertainty. TD Securities has assumed, however, that such budgets, forecasts, projections or estimates provided to TD Securities and used in its analyses were prepared using the assumptions identified therein which TD Securities has been advised by West Fraser are (or were at the time of preparation and continue to be) reasonable in the circumstances. TD Securities expresses no independent view as to the reasonableness of such budgets, forecasts, projections and estimates or the assumptions on which they are based.

Senior officers of West Fraser, on behalf of West Fraser and not in their personal capacities, have represented to TD Securities in the Certificate that, among other things, to the best of their knowledge, information and belief after due inquiry: (i) with the exception of forecasts, projections or estimates provided to TD Securities (or filed on SEDAR), the information, data and other material as filed under West Fraser’s and Norbord’s respective profiles on SEDAR and/or provided to TD Securities by or on behalf of West Fraser or Norbord or their representatives in respect of West Fraser, Norbord, or their respective affiliates in connection with the Arrangement was, at the date of preparation, true, complete and accurate and did not and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary to make such information not misleading in light of the circumstances in which it was presented; (ii) to the extent that any of the information identified in (i) above is historical, there have been no changes in any material facts or new material facts since the respective dates thereof which have not been disclosed to TD Securities or updated by more current information not provided to TD Securities by West Fraser; and (iii) there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of West Fraser or Norbord and no material change has occurred in the information identified in (i) above or any part thereof which would have, or which would reasonably be expected to have, a material effect on the Opinion.

In preparing the Opinion, TD Securities has made a number of assumptions, including that all final or executed versions of agreements and documents will conform in all material respects to the drafts provided to TD Securities, that all conditions precedent to the consummation of the Arrangement can and will be satisfied, that all approvals, authorizations, consents, permissions, exemptions or orders of relevant regulatory authorities, courts of law, or third parties required in respect of or in connection with the Arrangement will be obtained in a timely manner, in each case without adverse condition, qualification, modification or waiver, that all steps or procedures being followed to implement the Arrangement are valid and effective and comply in all material respects with all applicable laws and regulatory requirements, that all required documents have been or will be distributed to West Fraser Shareholders and Norbord Shareholders, as applicable, in accordance with applicable laws and regulatory requirements, and that the

®The TD logo and other trade-marks are the property of The Toronto-Dominion Bank.

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disclosure in such documents is or will be complete and accurate in all material respects and such disclosure complies or will comply in all material respects with the requirements of all applicable laws and regulatory requirements. In its analysis in connection with the preparation of the Opinion, TD Securities made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of TD Securities, West Fraser, Norbord and their respective subsidiaries and affiliates or any other party involved in the Arrangement. Among other things, TD Securities has assumed the accuracy, completeness and fair presentation of and has relied upon the financial statements forming part of the Information. The Opinion is conditional on all such assumptions being correct.

The Opinion has been provided for the exclusive use of the Board of Directors in connection with the Arrangement. The Opinion may not be used or relied upon by any other person or for any other purpose without the express prior written consent of TD Securities. The Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to West Fraser, nor does it address the underlying business decision to implement the Arrangement or any other term or aspect of the Arrangement or the Arrangement Agreement or any other agreements entered into or amended in connection with the Arrangement. In considering fairness, from a financial point of view, TD Securities considered the Arrangement from the perspective of West Fraser generally and did not consider the specific circumstances of West Fraser Shareholders or any particular West Fraser Shareholder, including with regard to income tax considerations. TD Securities expresses no opinion with respect to future trading prices of securities of West Fraser or Norbord. TD Securities has not undertaken an independent evaluation, appraisal or physical inspection of any assets or liabilities of West Fraser, Norbord or their respective subsidiaries and affiliates and has not visited any of West Fraser’s or Norbord’s operating assets in connection with the Opinion. The Opinion is rendered as of November 18, 2020, on the basis of securities markets, economic and general business and financial conditions prevailing on that date and the condition and prospects, financial and otherwise, of West Fraser, Norbord and their respective subsidiaries and affiliates as they were reflected in the Information provided to TD Securities. Any changes therein may affect the Opinion and, although TD Securities reserves the right to change, withdraw or supplement the Opinion in such event, it disclaims any undertaking or obligation to advise any person of any such change that may come to its attention, or to change, withdraw or supplement the Opinion after such date. TD Securities is not an expert on, and did not provide advice to the Board of Directors regarding, legal, accounting, regulatory or tax matters. The Opinion may not be summarized, published, reproduced, disseminated, quoted from or referred to without the express written consent of TD Securities.

The preparation of a fairness opinion, such as the Opinion, is a complex process and is not necessarily amenable to partial analysis or summary description. TD Securities believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create an incomplete or misleading view of the process underlying the Opinion. Accordingly, the Opinion should be read in its entirety.

®The TD logo and other trade-marks are the property of The Toronto-Dominion Bank.

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CONCLUSION

Based upon and subject to the foregoing and such other matters that TD Securities considered relevant, TD Securities is of the opinion that, as of November 18, 2020, the Consideration to be paid by West Fraser to Norbord Shareholders pursuant to the Arrangement is fair, from a financial point of view, to West Fraser.

Yours very truly,

/s/ TD Securities Inc.

TD SECURITIES INC.

®The TD logo and other trade-marks are the property of The Toronto-Dominion Bank.

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APPENDIX D

OPINION OF SCOTIABANK

(see attached)

D-1

Scotiabank GBM

40 King Street West

Scotia Plaza, 62^nd Floor

Toronto, Ontario

Canada M5W 2X6

November 18, 2020

The Board of Directors

West Fraser Timber Co. Ltd.

858 Beatty Street, Suite 501

Vancouver, BC, Canada

V6B 1C1

To the Board of Directors:

Scotia Capital Inc. (“Scotia Capital”, “we”, “us” or “our”) understands that West Fraser Timber Co. Ltd. (the “Company”) and Norbord Inc. (the “Target”) propose to enter into an agreement to be dated November 18, 2020 (the “Arrangement Agreement”), pursuant to which, among other things, the Company will acquire all of the outstanding common shares of the Target for consideration (the “Consideration”) of 0.675 of a common share of the Company for each common share of the Target. We understand that the transaction is proposed to be effected by way of an arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act. The terms and conditions of the Arrangement Agreement will be more fully described in a management information circular (the “Circular”) which will be prepared by the Company and mailed to the holders of common shares and Class B shares of the Company (each a “Shareholder”) in connection with the Arrangement.

We have been retained to provide financial advice and assistance to the Company in evaluating the Arrangement, including providing our opinion (the “Opinion”) to the board of directors of the Company (the “Board of Directors”) as to the fairness to the Company, from a financial point of view, of the Consideration to be paid by the Company pursuant to the Arrangement.

Engagement of Scotia Capital

The Company initially contacted Scotia Capital regarding a potential advisory assignment on October 20, 2020. Scotia Capital was formally engaged by the Company pursuant to an engagement letter dated October 30, 2020 (the “Engagement Letter”). Under the terms of the Engagement Letter, the Company has agreed to pay Scotia Capital a fixed fee for rendering the Opinion regardless of its conclusions and whether or not the Arrangement is completed. In addition, the Company has agreed to reimburse Scotia Capital for its reasonable out-of-pocket expenses and to indemnify us in respect of certain liabilities that may arise out of our engagement.

Credentials of Scotia Capital

Scotia Capital represents the global corporate and investment banking and capital markets business of Scotiabank Group, one of North America’s premier financial institutions. In Canada, Scotia Capital is one of the country’s largest investment banking firms with operations in all facets of corporate and government finance, mergers and acquisitions, equity and fixed income sales and trading and investment research. Scotia Capital has participated in a significant number of transactions involving private and public companies and has extensive experience in preparing fairness opinions.

The Opinion expressed herein represents the opinion of Scotia Capital. The form and content of the Opinion have been approved for release by a committee of directors and other professionals of Scotia Capital, each of whom is experienced in merger, acquisition, divestiture, fairness opinion and valuation matters.

Relationships of Scotia Capital

Neither Scotia Capital nor any of its affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario) of the Company, the Target or any of their respective associates or affiliates (collectively, the “Interested Parties”). “Interested Parties” as used herein shall not include Brookfield Asset Management Inc. and certain of its controlled affiliates that have an equity ownership interest in the Target (collectively, “Brookfield”). Neither Scotia Capital nor any of its affiliates is an insider, associate or affiliate of Brookfield. Neither Scotia Capital nor any of its affiliates has been engaged to provide any financial advisory services, nor has Scotia Capital or any of its affiliates participated in any financing, involving the Interested Parties within the past two years, other than pursuant to the Engagement Letter and as described herein. In the past two years, Scotia Capital and its affiliates have been engaged in the following capacities for the Interested Parties: (i) acting as lender to the Company as part of its corporate credit facilities; (ii) providing other ancillary financial and credit-related products and services for the Company including foreign exchange, cash management, cash deposits, financial hedging instruments, equity derivatives and letters of credit; (iii) acting as lender to the Target as part of its corporate credit facilities; and (iv) providing ancillary financial and credit-related products and services for the Target including foreign exchange, cash deposits, leases and letters of credit. There are no understandings, agreements or commitments between Scotia Capital and the Interested Parties or Brookfield with respect to any future business dealings. Scotia Capital may, in the future, in the ordinary course of its business, perform financial advisory or investment banking services for the Interested Parties and Brookfield. In addition, The Bank of Nova Scotia (“BNS”), of which Scotia Capital is a wholly-owned subsidiary, or one or more affiliates of BNS, may provide banking or other financial services to one or more of the Interested Parties and Brookfield in the ordinary course of business.

Scotia Capital acts as a trader and dealer, both as principal and agent, in the financial markets in Canada, the United States and elsewhere and, as such, it and BNS may have had and may have positions in the securities of the Interested Parties and Brookfield from time to time and may have executed or may execute transactions on behalf of such companies or clients for which it receives compensation. As an investment dealer, Scotia Capital conducts research on securities and may, in the ordinary course of business, provide research reports and investment advice to its clients on investment matters, including with respect to the Interested Parties and Brookfield, or with respect to the Arrangement.

Scope of Review

In preparing the Opinion, we have reviewed, considered and relied upon, among other things, the following:

1. an advanced draft of the Arrangement Agreement dated November 18, 2020;

2. the audited financial statements of the Company and the Target and management’s discussion and analysis related thereto for the years ended December 31, 2017, 2018 and 2019;

3. the unaudited financial statements of the Company and the Target and management’s discussion and analysis related thereto for the 3 month and 9 month periods ended September 30, 2020 and October 3, 2020, respectively;

4. the notices of annual meeting of the Shareholders and the management information circulars of the Company dated April 16, 2020 and March 7, 2019 for the meetings held on May 26, 2020 and April 23, 2019, respectively;

5. the notices of annual meeting of the shareholders and the management information circulars of the Target dated March 9, 2020 and March 4, 2019 for the meetings held on May 6, 2020 and May 2, 2019, respectively;

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6. the annual information forms of the Company and the Target for the fiscal years ended December 31, 2019, 2018 and 2017;

7. internal management forecasts, projections, estimates and budgets prepared or provided by or on behalf of management of the Company and the Target;

8. internal financial, operating and corporate information or reports of the Company and the Target;

9. discussions with senior management of the Company and the Target;

10. public information relating to the business, operations, financial performance and stock trading history of the Company, the Target and other selected public companies considered by us to be relevant;

11. public information with respect to other transactions of a comparable nature considered by us to be relevant;

12. reports published by equity research analysts and industry sources we considered relevant;

13. historical market prices and trading activity for the common shares of the Company and the Target;

14. historical commodity prices and the impact of various pricing assumptions on the business, prospects and financial forecasts of both the Company and the Target;

15. the representations contained in a certificate addressed to Scotia Capital, dated as of the date hereof, and signed by senior officers of the Company as to the completeness, accuracy and fair presentation of the information upon which the Opinion is based; and

16. such other corporate, industry and financial market information, investigations and analyses as Scotia Capital, in its professional judgment, considered necessary or appropriate in the circumstances.

Scotia Capital has not, to the best of its knowledge, been denied access by the Company to any information requested by Scotia Capital.

Prior Valuations

Certain senior officers of the Company have represented to Scotia Capital that, to the best of their knowledge, there have been no prior valuations (as that term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) or appraisals of the Company, its securities or its material assets, made in the preceding 24 months and in the possession or control or knowledge of the Company, which have not been provided to Scotia Capital.

Assumptions and Limitations

The Opinion is subject to the assumptions, qualifications and limitations set forth below.

With your permission and as provided in the Engagement Letter, we have relied upon the completeness, accuracy and fair presentation of all of the financial and other information, data, advice, documents, opinions, appraisals, valuations and representations obtained by us from public sources, or that was provided to us, by the Company, and its associates and affiliates and advisors (collectively, the “Information”). The Opinion is conditional upon the completeness, accuracy and fair presentation of the Information. Subject to the exercise of our professional judgment and except as expressly described herein,

Page 3

we have not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

We are not legal, regulatory, accounting or tax experts and have relied on the assessments made by the Company, the Target and their respective professional advisors with respect to, and we express no opinion as to, such matters. We have assumed the accuracy and fair presentation of, and relied upon, the Company’s and the Target’s interim unaudited financial statements, audited financial statements and the reports of the auditors thereon. We have assumed that forecasts, projections, estimates and budgets provided to us and used in the analysis supporting the Opinion, were reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company or the Target, as applicable, as to the matters covered thereby.

Senior officers of the Company have represented to Scotia Capital in a certificate delivered as at the date hereof, among other things, that to the best of their knowledge (a) the Company has no information or knowledge of any facts public or otherwise not specifically provided to Scotia Capital relating to the Company, the Target or any of their subsidiaries which could reasonably be expected to affect the Opinion in any material respect; (b) with the exception of budgets, forecasts, projections or estimates referred to in (d), below, the Information provided orally by, or in the presence of, an officer of the Company, or in writing by the Company or any of its subsidiaries, in connection with the Opinion is or, in the case of historical information or data, was, at the date of preparation, true and accurate in all material respects, and no additional material, data or information would be required to make the Information provided to Scotia Capital not misleading in light of circumstances in which it was prepared; (c) to the extent that any of the Information identified in (b), above, is historical, there have been no changes in material facts or new material facts since the respective dates thereof which have not been disclosed to Scotia Capital or updated by more current Information that has been disclosed; and (d) any portions of the Information provided to Scotia Capital which constitute budgets, forecasts, projections or estimates were prepared using the assumptions identified therein, which, in the reasonable opinion of management of the Company, are (or were at the time of preparation) reasonable in the circumstances and are not, in the reasonable belief of management of the Company, misleading in any material respect.

In preparing the Opinion, Scotia Capital made several assumptions, including that the final executed version of the Arrangement Agreement will be identical to the most recent draft thereof reviewed by us, and that the Arrangement will be consummated in accordance with the terms set forth in the Arrangement Agreement without any waiver or amendment of any terms or conditions. In addition, we have assumed that the conditions precedent to the completion of the Arrangement can be satisfied in due course, all consents, permissions, exemptions or orders of relevant third parties or regulatory authorities will be obtained without adverse condition or qualification, and the procedures being followed to implement the Arrangement are valid and effective.

The Opinion is rendered on the basis of the securities markets and economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company, the Target, or any of their respective subsidiaries and affiliates, as they were reflected in the Information and as they have been represented to Scotia Capital in discussions with management of the Company and its representatives. In its analyses and in preparing the Opinion, Scotia Capital made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Scotia Capital or any party involved in the Arrangement.

The Opinion has been provided for the sole use and benefit of the Board of Directors in connection with, and for the purpose of, its consideration of the Arrangement and may not be used or relied upon by any other person. Our opinion was not intended to be, and does not constitute, a recommendation to the Board of Directors as to whether it should approve the Arrangement or to any Shareholder as to how such Shareholder should vote or act on any matter relating to the Arrangement. The Opinion does not address in any manner the prices at which the Company’s or the Target’s securities will trade at any time. The Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to the Company or the Company’s underlying business decision to effect the Arrangement.

Page 4

At your direction, we have not been asked to, nor do we, offer any opinion as to the material terms (other than the Consideration) of the Arrangement Agreement or the Arrangement.

Except for the inclusion of the Opinion in its entirety and a summary thereof in a form acceptable to us in the Circular, the Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without our prior written consent. We have not been asked to prepare and have not prepared a formal valuation or appraisal of the securities or assets of the Company, the Target or any of their respective affiliates, and the Opinion should not be construed as such. The Opinion is given as of the date hereof, and Scotia Capital disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Scotia Capital after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, Scotia Capital reserves the right to change, modify or withdraw the Opinion.

Approach to Fairness

In support of the Opinion, Scotia Capital has performed certain value analyses on the Company and the Target based on the methodologies and assumptions that Scotia Capital considered appropriate in the circumstances for the purposes of providing its Opinion. Scotia Capital believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

Conclusion

Based upon and subject to the foregoing, Scotia Capital is of the opinion that, as of the date hereof, the Consideration to be paid by the Company pursuant to the Arrangement is fair, from a financial point of view, to the Company.

Yours very truly,

/s/ Scotia Capital Inc.

SCOTIA CAPITAL INC.

Page 5

APPENDIX E

INFORMATION CONCERNING WEST FRASER

The following sections of this Circular should be read in conjunction with the documents incorporated by reference in this Appendix E and the information concerning West Fraser appearing elsewhere in this Circular.

Overview

West Fraser is a diversified wood products company producing lumber, laminated veneer lumber (LVL), medium-density fibreboard (MDF), plywood, pulp, newsprint, wood chips, other residuals and energy with facilities in western Canada and the southern United States. West Fraser holds rights to timber resources that are sufficient to supply a significant amount of the fibre required by its Canadian operations and have long-term agreements for the supply of a portion of the fibre required by its United States operations. West Fraser carries on its operations through subsidiaries and joint operations in British Columbia, Alberta and the southern United States. West Fraser’s operations located in western Canada manufacture all of the products described above except southern yellow pine (SYP) lumber. West Fraser’s sawmills located in the southern United States produce SYP lumber, wood chips and other residuals.

West Fraser’s goal is to generate strong financial results through the business cycle, relying on a committed work force, the quality of its assets and its well established people and operating culture. This culture emphasizes cost control in all aspects of the business and internal and external competitiveness. In its approach to employee relations, West Fraser emphasizes employee involvement and favours internal promotions whenever possible.

West Fraser is committed to operating in a financially conservative and prudent manner. The North American wood products industry is cyclical and periodically faces difficult market conditions and serious challenges. West Fraser’s earnings are sensitive to changes in world economic conditions, primarily those in North America, Asia and Europe and particularly to the United States housing market for both new construction and repair and renovation spending. Most of West Fraser’s revenues are from sales of commodities for which prices are sensitive to variations in supply and demand. Since most of these sales are in United States dollars, exchange rate fluctuations of the United States dollar against the Canadian dollar is a major source of earnings volatility for West Fraser.

Maintaining a strong balance sheet and liquidity profile, along with West Fraser’s investment grade debt rating enables West Fraser to execute a balanced capital allocation strategy. West Fraser’s goal is to continually reinvest in its operations, across all market cycles, to maintain a leading cost position and prudently return capital to Shareholders. West Fraser believes that maintaining a strong balance sheet also provides the financial flexibility to capitalize on growth opportunities and is a key tool in managing its business over the long term.

Acquisitions and expansions are considered with a view to extending West Fraser’s existing business lines, particularly in lumber operations, and to product and geographic diversification. West Fraser’s earnings over the business cycle have enabled it to make significant and ongoing capital investments in its facilities with the goal of achieving, maintaining or improving an overall low-cost position.

West Fraser’s head office is located at Suite 501, 858 Beatty Street, Vancouver, British Columbia, V6B 1C1. West Fraser’s registered office is located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

For further information regarding West Fraser, refer to West Fraser’s filings with the Canadian Securities Authorities, which may be obtained through the SEDAR website at www.sedar.com.

Description of Share Capital

West Fraser’s authorized share capital consists of 400,000,000 West Fraser Shares, 20,000,000 West Fraser Class B Shares, and 10,000,000 preferred shares issuable in series.

E-1

The West Fraser Shares and West Fraser Class B Shares are equal in all respects, including the right to dividends, rights upon dissolution or winding up and the right to vote, except that each West Fraser Class B Share may at any time be exchanged for one West Fraser Share. The West Fraser Shares are listed and traded on the TSX under the symbol “WFT” while the West Fraser Class B Shares are not. Certain circumstances or corporate transactions may require the approval of the holders of West Fraser Shares and West Fraser Class B Shares on a separate class-by-class basis.

As at December 15, 2020, the issued share capital of West Fraser consisted of 66,397,144 West Fraser Shares and 2,281,478 West Fraser Class B Shares.

Trading Price and Volume of West Fraser Shares

The West Fraser Shares are listed and traded on the TSX under the symbol “WFT”. The following table sets out, for the period indicated the reported high and low quotations and the aggregate volume of trading of the West Fraser Shares on the TSX.

	Price Range (CDN$)
Period	High		Low		Volume
2019
December		59.34		53.50		6,947,437
2020
January		62.16		52.33		7,792,198
February		65.11		49.19		8,261,764
March		51.24		21.60		17,386,566
April		41.00		23.34		10,392,517
May		41.19		33.88		11,483,404
June		48.63		36.62		9,288,478
July		67.04		48.21		9,146,264
August		75.30		64.40		7,404,979
September		73.90		60.80		7,459,973
October		68.42		58.76		5,701,648
November		76.14		62.24		9,097,915
December 1-15		86.50		73.12		4,762,585

The closing price of the West Fraser Shares on the TSX on November 18, 2020, the last trading day prior to the announcement of the Arrangement was CDN$73.11. The closing price of the West Fraser Shares on the TSX on December 15, 2020 was CDN$84.33.

Prior Sales

For the 12-month period prior to the date of this Circular, West Fraser has issued the West Fraser Shares and West Fraser Options listed in the table below:

Date	Security	Exercise Price or Base Price per Security (CDN$)		Number of Securities
December 12, 2019	West Fraser Shares	$	52.16		1,136	(1)

E-2

Date	Security	Exercise Price or Base Price per Security (CDN$)		Number of Securities
January 14, 2020	West Fraser Shares	$	53.65		1,040	(1)
February 14, 2020	West Fraser Options	$	64.50		157,685	(2)
February 19, 2020	West Fraser Shares	$	53.80		1,365	(1)
March 24, 2020	West Fraser Shares	$	41.47		1,351	(1)
April 3, 2020	West Fraser Shares	$	40.97		1,000	(3)
April 14, 2020	West Fraser Shares	$	26.70		2,095	(1)
May 13, 2020	West Fraser Shares	$	36.82		1,780	(1)
June 11, 2020	West Fraser Shares	$	42.77		1,395	(1)
July 14, 2020	West Fraser Shares	$	48.63		1,188	(1)
August 14, 2020	West Fraser Shares	$	63.10		1,185	(1)
September 14, 2020	West Fraser Shares	$	64.20		841	(1)
October 15, 2020	West Fraser Shares	$	60.60		890	(1)
November 16, 2020	West Fraser Shares	$	65.63		1,015	(1)
December 10, 2020	West Fraser Shares	$	75.73		710	(1)

Notes:

(1) The West Fraser Shares were issued pursuant to the exercise of options granted under its 1997 Employee Stock Purchase Plan.

(2) 157,685 West Fraser Options were granted under its 1994 Stock Option Plan. The West Fraser Options are exercisable into West Fraser Shares at an exercise price of $64.50 until February 14, 2030.

(3) The West Fraser Shares were issued pursuant to the exercise of options granted under its 1994 Stock Option Plan.

Risk Factors

An investment in the West Fraser Shares and its other securities is subject to certain risks. Investors should carefully consider the risk factors described under the heading “Risk Factors” in the West Fraser AIF and under the heading “Risks and Uncertainties” in the MD&A of West Fraser for the three and nine months ended September 30, 2020, and for the year ended December 31, 2019 both of which are incorporated by reference in this Circular, as well as the risk factors set forth elsewhere in this Circular, including under the heading “Risk Factors Relating to the Arrangement and West Fraser”.

Auditors, Transfer Agent and Registrar

The auditors of West Fraser are PricewaterhouseCoopers LLP. The transfer agent and registrar for the West Fraser Shares is AST Trust, Suite 1600, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1.

E-3

Documents Incorporated by Reference

Information regarding West Fraser has been incorporated by reference in this Circular from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference regarding West Fraser may be obtained on request without charge from West Fraser shareholder relations by phone at (604) 895-2700 or by email at shareholder@westfraser.com or may be obtained through the SEDAR website at www.sedar.com.

The following documents, filed with the various Securities Authorities in certain of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, this Circular:

(a) the West Fraser AIF;

(b) the audited consolidated financial statements of West Fraser as at and for the years ended December 31, 2019 and 2018 and the notes thereto, together with the report of the auditors thereon;

(c) the MD&A of West Fraser for the years ended December 31, 2019 and 2018;

(d) the unaudited condensed consolidated interim financial statements of West Fraser as at September 30, 2020 and for the three and nine months ended September 30, 2020;

(e) the MD&A of West Fraser for the three and nine months ended September 30, 2020;

(f) the management information circular of West Fraser dated April 16, 2020 prepared in connection with the annual meeting of Shareholders held on May 26, 2020; and

(g) the material change report of West Fraser dated November 27, 2020 in respect of the Arrangement.

Any documents of the type described in Section 11.1 of Form 44-101F1 – Short Form Prospectus filed by West Fraser with any Securities Authorities in Canada subsequent to the date of this Circular and prior to the Effective Date will be deemed to be incorporated by reference in this Circular. Other than the announcement of the Arrangement, West Fraser is not aware of any information that indicates any material change in its affairs since the date of its last published interim financial statements.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set out in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Circular.

Information contained in or otherwise accessed through the West Fraser website (www.westfraser.com), or any other website, does not form part of this Circular. All such references to West Fraser’s website are inactive textual references only.

E-4

APPENDIX F

INFORMATION CONCERNING NORBORD

Overview

Norbord was formed under the CBCA on December 31, 1998 by the amalgamation of Noranda Forest Inc. and NFI Forest Holdings Ltd. Norbord filed Articles of Arrangement and Restated Articles of Incorporation on June 30, 2004 to facilitate the transfer of its paper and timber business to a new public company, Fraser Papers Inc., and changed its name from Nexfor Inc. to Norbord Inc. Norbord filed Articles of Amendment on October 16, 2009 in connection with its one for ten share consolidation effective the same date. On July 15, 2015, Norbord filed Articles amalgamating Norbord Inc. and Ainsworth Lumber Co. Ltd.

The registered and principal office of Norbord Inc. is 1 Toronto Street, Suite 600, Toronto, Ontario, M5C 2W4. Norbord is an international producer of wood-based panels with approximately 2,400 employees and 16 plant locations in the United States, Canada and Europe. Norbord has assets of approximately US$2.1 billion as of October 3, 2020, net sales for the twelve month period ended October 3, 2020 of approximately US$2.0 billion and is the world’s largest producer of OSB. In addition to OSB, Norbord manufactures particleboard, medium density fibreboard (MDF) and related value-added products.

Information Respecting Directors and Executive Officers

The names of the directors and named executive officers of Norbord (the “Norbord Executives”), the positions held by them with Norbord and the designation, percentage of class and number of outstanding securities of Norbord beneficially owned, directly or indirectly, or over which control or direction is exercised by each of them and, where known after reasonable enquiry, by their respective associates are as follows:

Name	Position	Norbord Shares		Norbord Options		Norbord RSUs		Norbord DSUs (Directors)		Norbord DSUs (Management)
Peter Wijnbergen	President and Chief Executive Officer		64,088		575,000		77,509		—		3,609
Robin Lampard	Senior Vice President and Chief Financial Officer		30,440		255,000		42,717		—		—
Alan McMeekin	Senior Vice President, Europe		11,000		167,486		3,799		—		—
Kevin Burke	Senior Vice President, North America		13,431		83,000		2,026		—		5,034
Mark Dubois-Phillips	Senior Vice President, Sales, Marketing and Logistics		3,336		61,500		325		—		1,357
Jack Cockwell	Director		24,128		—		—		—		—
Paul Gagne	Director		630		—		—		33,213		—
Peter Gordon	Director		—		—		—		—		—
Paul Houston	Director		95,513		—		—		33,406		—
Marian Lawson	Director		—		—		—		1,652		—

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Name	Position	Norbord Shares		Norbord Options		Norbord RSUs		Norbord DSUs (Directors)		Norbord DSUs (Management)
Colleen McMorrow	Director		—		—		—		991		—
Denise Nemchev	Director		—		—		—		6,484		—
Lori Pearson	Director		—		—		—		—		—

Trading Price and Volume of Norbord Shares

Norbord Shares

The Norbord Shares trade on the TSX and the NYSE under the symbol “OSB”.

TSX Trading Data

The following table sets forth, for the calendar periods indicated, the intraday high and low sale prices and composite volume of trading of the Norbord Shares as reported on the TSX:

	TSX
	Price Range (CDN$)
	High		Low		Volume
December 2019		36.89		33.58		5,779,679
January 2020		40.32		33.35		6,161,617
February 2020		44.69		34.89		8,938,751
March 2020		38.50		13.01		14,820,335
April 2020		24.59		14.17		8,885,641
May 2020		28.55		20.77		7,165,259
June 2020		31.25		25.34		6,233,271
July 2020		44.12		30.56		5,846,118
August 2020		47.88		40.33		5,613,546
September 2020		46.70		38.10		4,986,076
October 2020		46.75		39.24		4,047,901
November 2020		51.07		41.11		11,641,623
December 1, 2020 to December 15, 2020		58.16		48.51		3,533,586

The closing price of the Norbord Shares on the TSX on November 18, 2020, the last trading day preceding the announcement of the Arrangement Agreement, was CDN$43.46. The closing price of the Norbord Shares on the TSX on December 15, 2020 was CDN$56.53.

F-2

NYSE Trading Data

The following table sets forth, for the calendar periods indicated, the intraday high and low sale prices and composite volume of trading of the Norbord Shares as reported on the NYSE:

	NYSE
	Price Range (US$)
	High		Low		Volume
December 2019		27.74		25.42		3,622,260
January 2020		30.85		25.67		4,137,135
February 2020		33.70		25.95		5,840,651
March 2020		28.74		8.92		10,672,163
April 2020		17.67		10.01		6,499,696
May 2020		20.71		14.73		5,418,753
June 2020		23.33		18.55		5,853,931
July 2020		33.00		21.77		5,265,142
August 2020		36.53		30.36		5,641,634
September 2020		35.66		28.38		5,958,277
October 2020		35.52		29.46		4,987,402
November 2020		39.27		31.31		7,821,752
December 1, 2020 to December 15, 2020		45.62		37.66		1,732,028

The closing price of the Norbord Shares on the NYSE on November 18, 2020, the last trading day preceding the announcement of the Arrangement Agreement, was US$33.21. The closing price of the Norbord Shares on the NYSE on December 15, 2020 was US$44.55.

Dividend Policy and History

Norbord’s variable dividend policy targets the payment to Norbord Shareholders of a portion of free cash flow based upon Norbord’s financial position, results of operations, cash flow, capital requirements and restrictions under Norbord’s revolving bank lines, as well as the market outlook for Norbord’s principal products and broader market and economic conditions, among other factors. Under this policy, the Norbord Board has declared the following dividends in the preceding three financial years and the current year:

Quarter	Quarterly Dividend Declared per Norbord Share (CDN$)
Q1 2017		0.10
Q2 2017		0.30
Q3 2017		0.50
Q4 2017		0.60
Q1 2018		0.60
Q2 2018		0.60
Q3 2018		4.50
Q4 2018		0.60

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Quarter	Quarterly Dividend Declared per Norbord Share (CDN$)
Q1 2019		0.40
Q2 2019		0.40
Q3 2019		0.40
Q4 2019		0.20
Q1 2020		0.20
Q2 2020		0.05
Q3 2020		0.30
Q4 2020		0.60

The Norbord Board retains the discretion to amend Norbord’s dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, the Norbord Board in its sole discretion can decide to increase, maintain, decrease, suspend or discontinue the payment of cash dividends in the future.

Under the terms of the Arrangement Agreement, Norbord is entitled to declare and pay regular quarterly dividends in the ordinary course of business in a manner consistent with past practice in an amount of up to CDN$0.60 per quarter on each Norbord Share. Any dividend above this amount will result in a dollar-for-dollar adjustment to the Exchange Ratio and will be subject to certain other restrictions in the Arrangement Agreement. See “The Arrangement Agreement—Covenants—Dividends”.

Prior Sales and Purchases

Share Repurchases

Under Norbord’s normal course issuer bid, Norbord was permitted to purchase up to 4,083,429 Norbord Shares pursuant to TSX rules prior to the bid’s expiry date of November 4, 2020.

During the first quarter of 2020, 0.9 million Norbord Shares were purchased under Norbord’s normal course issuer bid at a cost of US$22 million. During the third quarter of 2020, 0.2 million Norbord Shares were purchased at a cost of US$6 million. Norbord repurchased a total of 1.4 million Norbord Shares at a cost of US$33 million under its bid that expired November 4, 2020.

Norbord Options Granted

No Norbord Options were granted within the 12 months prior to the date of this Circular.

Norbord Shares Issued on the Exercise of Norbord Options

The following table summarizes the Norbord Shares issued on the exercise of Norbord Options within the 12 months prior to the date of this Circular:

Date of Exercise	Number of Norbord Options Exercised		Exercise Price (CDN$)
December 24, 2019		20,000		18.21
December 24, 2019		6,000		9.96
February 7, 2020		13,210		11.83

F-4

Date of Exercise	Number of Norbord Options Exercised		Exercise Price (CDN$)
February 7, 2020		13,210		16.82
February 7, 2020		6,605		21.44
February 14, 2020		45,000		18.21
February 19, 2020		27,000		9.96
July 21, 2020		2,500		14.93
July 24, 2020		3,000		30.41
July 24, 2020		1,500		30.70
August 5, 2020		8,000		30.41
August 5, 2020		3,694		30.70
August 5, 2020		15,000		26.29
August 5, 2020		15,000		28.28
August 11, 2020		6,000		26.29
August 11, 2020		6,000		36.56
August 11, 2020		6,000		28.28
August 13, 2020		22,700		14.93
August 14, 2020		47,300		14.93
August 17, 2020		3,000		30.41
August 17, 2020		1,500		30.70
August 17, 2020		9,000		26.29
August 17, 2020		9,000		34.96
August 17, 2020		6,000		36.56
August 17, 2020		6,000		28.28
August 19, 2020		25,000		9.96
November 25, 2020		8,000		26.29
November 25, 2020		8,000		34.96
November 25, 2020		3,000		30.41
November 25, 2020		10,000		28.28
November 26, 2020		1,000		30.41
November 26, 2020		5,000		28.28
December 3, 2020		1,000		21.44
December 3, 2020		10,000		36.56
December 3, 2020		6,000		46.35
December 8, 2020		2,000		30.41
December 8, 2020		1,000		28.28
December 11, 2020		1,500		28.28
December 15, 2020		1,000		28.28

Norbord Shares Issued on Dividend Reinvestments

Norbord has a dividend reinvestment plan whereby Norbord Shareholders resident in Canada or the United States can elect to receive their dividends as additional Norbord Shares. No Norbord Shares were issued in connection with the Norbord dividend reinvestment plan within the 12 months prior to the date of this Circular.

Recent Developments on Debt Ratings

On November 20, 2020, Moody’s announced that Norbord’s Ba1 issuer rating and Ba1 senior secured note rating were placed on review for upgrade. Moody’s plans to resolve the review for upgrade following Closing. According to Moody’s, a Ba rating is considered speculative and is subject to substantial credit risk and is ranked fifth on the ratings scale. The ratings from Aaa to C are modified by the addition of the numbers 1 through 3 to indicate the relative standing within the major rating categories. A modifier of 1 indicates a ranking in the higher end of the respective ranking category.

F-5

S&P also announced on November 20, 2020 that it had placed Norbord’s BB issuer credit rating and BB+ issue–level rating on Norbord’s secured debt on CreditWatch with positive implications. S&P plans to resolve the CreditWatch following Closing. According to S&P, debt securities rated BB are less vulnerable to non-payment than other speculative issues; however, they face major ongoing uncertainties or exposure to adverse business, financial or economic conditions. The ratings are from AAA to D and ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) to show relative standing within the respective ranking categories.

Credit ratings are intended to provide investors with an independent measure of the credit quality of any securities issue. The credit ratings accorded by the rating agencies are not recommendations to purchase, hold or sell securities, as such ratings do not comment on market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances warrant.

Risk Factors

If the Arrangement is not completed, Norbord will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the “Risks of the Business” section of the Norbord AIF and in the “Risks and Uncertainties” section of Norbord’s MD&A for the year ended December 31, 2019 and for the three and nine month periods ended October 3, 2020, each of which can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml and which sections are incorporated by reference herein. A copy of such documents will be sent to any Norbord Shareholder, without charge, upon request from Investor Relations of Norbord by calling (416) 365-0705 or by email request to info@norbord.com.

Norbord Documents Incorporated by Reference

The following documents filed by Norbord with the Securities Authorities are specifically incorporated by reference in this Circular:

1. the Norbord AIF;

2. the audited consolidated financial statements of Norbord for the fiscal years ended December 31, 2019 and 2018, together with the notes thereto and auditors’ report thereon;

3. the MD&A of Norbord for the fiscal years ended December 31, 2019 and 2018;

4. the condensed interim consolidated financial statements of Norbord for the three and nine month periods ended October 3, 2020, together with the notes thereto;

5. the MD&A of Norbord for the three and nine month periods ended October 3, 2020;

6. the management proxy circular dated March 9, 2020, relating to the annual meeting of Norbord Shareholders held on May 6, 2020; and

7. the material change report of Norbord dated November 27, 2020 in respect of the announcement of the Arrangement.

Any statement contained in or contents of a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded, for the purposes of this Circular, to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement or contents. The modifying or superseding statement need not state that it has modified or superseded a prior statement or contents, or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed to be an admission for any purposes that the modified or superseded statement or contents, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is

F-6

necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement or contents so modified or superseded will not be deemed, in its unmodified or non-superseded form, to constitute a part of this Circular.

Copies of the documents incorporated herein by reference may be obtained on request, without charge, from the Corporate Secretary of Norbord by calling (416) 365-0705 or by email request to info@norbord.com. These documents are also available through the Internet on SEDAR which can be accessed at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

Any document of the type required by Item 11.1 of Form 44-101F1—Short Form Prospectus to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, audited annual financial statements, MD&A and information circulars filed by Norbord with applicable Securities Authorities in Canada on SEDAR at www.sedar.com after the date of this Circular and before the Norbord Meeting, are deemed to be incorporated by reference into this Circular.

F-7

APPENDIX G

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(see attached)

G-1

WEST FRASER TIMBER CO. LTD.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED

FINANCIAL STATEMENTS AS AT AND FOR THE NINE

MONTHS ENDED SEPTEMBER 30, 2020 AND FOR THE

YEAR ENDED DECEMBER 31, 2019

West Fraser Timber Co. Ltd.

Pro forma Combined Consolidated Balance Sheet

As at September 30, 2020

(in millions of US dollars, except where indicated—unaudited)

West Fraser Timber Co. Ltd.

	WFT1		Norbord			Reclass Adjustments			Pro forma Adjustments			Notes		Pro forma Combined
Current assets
Cash and short-term investments	$	234	$	240		$	—		$	(15	)		5k	$	459
Receivables		313		246			—			—					559
Income taxes receivable		—		6			—			—					6
Inventories		509		216			—			62			5c		787
Prepaid expenses		13		10			—								23
		1,069		718			—			47					1,834
Non-current assets
Property, plant and equipment		1,615		1,366			—			642			5d		3,623
Timber licences		358		—			3			8			5a,d		369
Goodwill and other intangibles		582		19			(3	)		1,668			5a,e		2,266
Export duty deposits receivable		77		—			—			—					77
Other assets		21		8			—			—					29
Deferred income tax assets		8		1			—			—					9
	$	3,730	$	2,112		$	—		$	2,365				$	8,207
Current liabilities
Payables and accrued liabilities	$	409	$	281		$	(1	)		1			5a,f		690
Current portion of long-term debt		7		—			—			—					7
Current portion of reforestation and decommissioning obligations		33		—			3			—			5a		36
Income taxes payable		51		49			—			—					100
		500		330			2			1					833
Non-current liabilities
Long-term debt		503		658			—			51			5g		1,212
Other liabilities		413		41			(2	)		4			5a,h		456
Deferred income tax liabilities		203		202			—			151			5i		556
		1,619		1,231			—			207					3,057
Shareholders’ equity
Share capital		363		1,265			—			1,782			5j		3,410
Contributed surplus and merger reserve		—		(92	)		—			99			5f,j		7
Retained earnings and accumulated other comprehensive earnings		1,748		(292	)		—			277			5j,k		1,733
		2,111		881			—			2,158					5,150
	$	3,730	$	2,112		$	—		$	2,365				$	8,207

West Fraser Timber Co. Ltd.

Pro forma Combined Consolidated Statement of Earnings and Comprehensive Earnings

For the nine months ended September 30, 2020

(in millions of US dollars, except where indicated—unaudited)

	WFT1			Norbord			Reclass Adjustments			Pro forma Adjustments			Notes		Pro forma Combined
Sales	$	3,078		$	1,613		$	—		$	(1	)		5l	$	4,690
Costs and expenses
Cost of products sold		1,876			1,123			(221	)		(1	)		5a,l		2,777
Freight and other distribution costs		389			—			167			—			5a		556
Export duties		94			—			—			—					94
Amortization		148			103			—			40			5d		291
Selling, general and administration		133			13			48			—			5a		194
Equity-based compensation		4			—			4			1			5a,f		9
Restructuring and impairment charges		—			26			—			—					26
		2,644			1,265			(2	)		40					3,947
Operating earnings		434			348			2			(41	)				743
Finance expense		(30	)		(32	)		—			9			5g		(53	)
Other		(1	)		(3	)		(2	)		—			5a		(6	)
Earnings before tax		403			313			—			(32	)				684
Tax (provision) recovery		(98	)		(72	)		—			7			5i		(163	)
Earnings	$	305		$	241		$	—		$	(25	)			$	521
Earnings per share (dollars)
Basic	$	5.97		$	2.98									7		4.23
Diluted	$	5.97		$	2.98									7		4.23
Weighted average number of shares (millions)
Basic		68.7			80.8									7		123.1
Diluted		68.8			81.0									7		123.3
Comprehensive earnings
Earnings	$	305		$	241		$	—		$	(25	)			$	521
Other comprehensive earnings
Translation loss on foreign operations		—			(6	)					—			1		(6	)
Actuarial loss on post-retirement benefits		(34	)		(1	)					—					(35	)
Comprehensive earnings	$	271		$	234		$	—		$	(25	)			$	480

West Fraser Timber Co. Ltd.

Pro forma Combined Consolidated Statement of Earnings and Comprehensive Earnings

For the twelve months ended December 31, 2019

(in millions of US dollars, except where indicated—unaudited)

	WFT1			Norbord			Reclass Adjustments			Pro forma Adjustments			Notes		Pro forma Combined
Sales	$	3,675		$	1,731		$	—		$	(4	)		5l	$	5,402
Costs and expenses
Cost of products sold		2,752			1,582			(309	)		58			5b,c,l		4,083
Freight and other distribution costs		538			—			233			—			5b		771
Export duties		122			—			—			—					122
Amortization		195			136			—			53			5d		384
Selling, general and administration		159			14			74			—			5b		247
Equity-based compensation		4			—			3			3			5b,f		10
Restructuring and impairment charges		25			12			—			—					37
		3,795			1,744			1			114					5,654
Operating earnings		(120	)		(13	)		(1	)		(118	)				(252	)
Finance expense		(37	)		(53	)		—			12			5g		(78	)
Other		(8	)		(3	)		1			—			5b		(10	)
Earnings before tax		(165	)		(69	)		—			(106	)				(340	)
Tax recovery		52			27			—			23			5i		102
Earnings	$	(113	)	$	(42	)	$	—		$	(83	)			$	(238	)
Earnings per share (dollars)
Basic	$	(2.18	)	$	(0.51	)								7		(1.93	)
Diluted	$	(2.34	)	$	(0.51	)								7		(2.00	)
Weighted average number of shares (millions)
Basic		68.9			81.8									7		123.3
Diluted		69.2			81.8									7		123.8
Comprehensive earnings
Earnings	$	(113	)	$	(42	)	$	—		$	(83	)			$	(238	)
Other comprehensive earnings
Translation gain on foreign operations		—			14			—			—			1		14
Actuarial loss on post-retirement benefits		(75	)		—			—			—					(75	)
Comprehensive earnings	$	(188	)	$	(28	)	$	—		$	(83	)			$	(299	)

West Fraser Timber Co. Ltd.

Notes to the Pro Forma Combined Consolidated Financial Statements

As at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019

(in millions of U.S. dollars, except where indicated - unaudited)

1. BASIS OF PRESENTATION

These unaudited pro forma combined consolidated financial statements have been prepared in connection with the proposed Transaction (the “Transaction”) between West Fraser Timber Co. Ltd. (the “Company” or “West Fraser”) and Norbord Inc. (“Norbord”), whereby West Fraser will acquire all of the issued and outstanding common shares of Norbord(the “Norbord Shares”).The Transaction is expected to close in the first quarter of 2021.

Change in functional and reporting currency

West Fraser has determined that as a result of the Transaction, the functional currency of its Canadian operations will change from the Canadian dollar (“CAD”) to the United States dollar (“USD”) as of the close of the proposed Transaction. For purposes of these pro forma financial statements, the change in functional currency was given pro forma effect as of September 30, 2020 for the pro forma balance sheet, and January 1, 2019 for the statement of earnings. Management considered a variety of factors when making this decision. The most significant being most sales are made in U.S. dollars, a portion of operating expenses are in U.S. dollars, and increased levels of U.S. dollar financing after the Transaction completes. To prepare the September 30, 2020 consolidated balance sheet, all assets, liabilities, share capital, and other shareholders’ equity components were translated into U.S. dollars at the exchange rate at September 30, 2020. To prepare the consolidated statement of earnings, all revenues and expenses were translated into U.S. dollars at the average exchange rate for the periods presented.

Concurrent with the change in functional currency, West Fraser will change its presentation currency from Canadian dollars to U.S. dollars. This change in presentation currency is to better reflect the Company’s business activities, following the increased presence in the U.S. as a result of the proposed Transaction and in connection with the planned listing of West Fraser’s common shares (the “West Fraser Shares”) on the New York Stock Exchange on or at the closing of the Transaction.

A change in functional currency is applied prospectively and must be based on a change in circumstance triggering event, e.g., the Transaction. In contrast, a change in reporting currency requires retroactive restatement. Both changes have specific transition rules under the International Accounting Standards Board (“IAS”) 21, The Effects of Changes in Foreign Exchange Rates. These pro forma financial statements did not apply the full transition rules of IAS 21, as pro forma rules require the preparation of the statement of earnings assuming the Transaction was completed on January 1, 2019. As such, the impact of the change in functional and presentation currency in the statement of earnings for fiscal 2019 and the nine months ended September 30, 2020, will be different when presented according to the transition rules of IAS 21. The main difference is that the foreign exchange gains and losses for West Fraser’s Canadian operations will be recorded in other comprehensive earnings in West Fraser’s cumulative translation account for the periods before the change in functional currency and earnings after the change in functional currency.

Pro forma financial statements

These unaudited pro forma combined consolidated financial statements have been prepared using information derived from, and should be read in conjunction with, the condensed consolidated unaudited interim financial statements of West Fraser as at and for the nine months ended September 30, 2020, and the audited consolidated annual financial statements of West Fraser for the year ended December 31, 2019, subject to the change in functional currency from Canadian dollars to U.S. dollars discussed above; and the unaudited condensed consolidated interim financial statements of Norbord as at and for the nine months ended October 3, 2020, and the audited consolidated annual financial statements of Norbord for the year ended December 31, 2019.

The historical annual and interim financial statements of West Fraser and Norbord were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IAS. These pro forma combined consolidated financial

West Fraser Timber Co. Ltd.

Notes to the Pro Forma Combined Consolidated Financial Statements

As at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019

(in millions of U.S. dollars, except where indicated - unaudited)

statements have been compiled from and include:

a) An unaudited pro forma combined consolidated balance sheet as at September 30, 2020 combining:

i. The unaudited condensed consolidated interim balance sheet of West Fraser as at September 30, 2020, after changing the functional currency from Canadian dollars to U.S. dollars as noted above;

ii. The unaudited condensed consolidated interim balance sheet of Norbord as at October 3, 2020; and

iii. The adjustments described in note 5.

b) An unaudited pro forma combined consolidated statement of earnings and comprehensive earnings for the nine months ended September 30, 2020 combining:

i. The unaudited condensed consolidated statement of earnings and comprehensive earnings of West Fraser for the nine months ended September 30, 2020, after changing the functional currency from Canadian dollars to U.S. dollars as noted above;

ii. The unaudited condensed consolidated interim statement of earnings and comprehensive income of Norbord for the nine months ended October 3, 2020; and

iii. The adjustments described in note 5.

c) An unaudited pro forma combined consolidated statement of earnings and comprehensive earnings for the year ended December 31, 2019 combining:

i. The consolidated annual statement of earnings and comprehensive earnings of West Fraser for the year ended December 31, 2019, after changing the functional currency from Canadian dollars to U.S. dollars as noted above;

ii. The consolidated annual statement of earnings (loss) and comprehensive income (loss) of Norbord for the year ended December 31, 2019; and

iii. The adjustments described in note 5.

The unaudited pro forma combined consolidated balance sheet as at September 30, 2020 reflects the Transaction described in Note 3 as if it was completed on September 30, 2020. The unaudited pro forma combined consolidated statement of earnings and comprehensive earnings for the nine months ended September 30, 2020 and for the year ended December 31, 2019 have been prepared as if the proposed Transaction described in Note 3 had occurred on January 1, 2019.

The unaudited pro forma combined consolidated financial statements are not intended to reflect the financial performance or the financial position of West Fraser, which would have resulted had the Transaction been effected on the dates indicated. Actual amounts recorded upon completion of the proposed Transaction will likely differ from those recorded in the unaudited pro forma combined consolidated financial statements, and such differences could be material. Any potential synergies that may be realized, integration costs that may be incurred on completion of the Transaction, or other non-recurring charges have been excluded from the unaudited pro forma financial information. Further, the pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future.

West Fraser Timber Co. Ltd.

Notes to the Pro Forma Combined Consolidated Financial Statements

As at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019

(in millions of U.S. dollars, except where indicated - unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in preparing the unaudited pro forma combined consolidated financial statements are set out in West Fraser’s audited annual consolidated financial statements for the year ended December 31, 2019, and the unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2020. In preparing the unaudited pro forma combined consolidated financial statements, a preliminary review was undertaken to identify any accounting policy differences between Norbord and those of the Company, where the impact was potentially material and could be reasonably estimated. Certain of Norbord’s assets, liabilities, income, and expenses have been reclassified to conform to West Fraser’s consolidated financial statement presentation. A final review of accounting policies and statement presentation will be completed after closing to ensure all differences have been identified and recognized.

3. DESCRIPTION OF THE TRANSACTION

Under the terms of the Transaction, Norbord shareholders will receive 0.675 of a West Fraser Share for each Norbord Share held (the “Exchange Ratio”). The Exchange Ratio assumes there are no Excess Dividends (as that term is defined in the arrangement agreement, dated November 18, 2020, between West Fraser and Norbord) declared by either West Fraser or Norbord prior to closing of the Transaction.

Completion of the Transaction is contingent on the approval of both West Fraser’s shareholders and Norbord’s shareholders, court approvals, regulatory approvals, listing of the West Fraser Shares on the New York Stock Exchange, and certain other customary conditions.

4. PURCHASE PRICE ALLOCATION

The proposed acquisition of the Norbord Shares by West Fraser, pursuant to the Transaction, constitutes a business combination under IFRS 3, Business Combinations (“IFRS 3”), with West Fraser as the acquirer. Accordingly, West Fraser has applied the principles of IFRS 3 in the pro forma accounting for the acquisition of Norbord. IFRS 3 requires the Company to allocate the estimated fair value of the purchase consideration to Norbord’s identifiable assets and liabilities at fair value and to recognize goodwill as the excess of the purchase consideration over the fair value of Norbord’s net identifiable assets acquired and liabilities assumed.

As of December 15, 2020, West Fraser has not completed a detailed valuation study necessary to arrive at the final estimates of the fair value of Norbord’s assets to be acquired and liabilities to be assumed. In addition, the final determination of the fair value of Norbord’s assets and liabilities, including inventory, timber licenses, property, plant, and equipment, and other intangibles, will be based on the amounts that exist as of the closing date of the Transaction and, therefore, cannot be made prior to the Transaction date. Further, the value of the consideration to be paid by West Fraser on the consummation of the Transaction will be determined based on the closing price of the West Fraser Shares on the Transaction date. Lastly, no effect has been given to any new Norbord Shares or other equity awards that may be issued or granted subsequent to September 30, 2020, and before the Transaction’s closing date. As a result, the pro forma adjustments are preliminary and subject to change as additional information becomes available and further analysis is performed.

The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma combined consolidated financial information. West Fraser has estimated the fair value of Norbord’s assets and liabilities based on discussions with Norbord’s management, preliminary valuation information, due diligence, and information presented in Norbord’s public filings. Until the Transaction is completed, West Fraser and Norbord are limited in their ability to share certain information. Upon completion of the Transaction, a final determination of the fair value of Norbord’s assets and liabilities will be performed. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma combined consolidated balance

West Fraser Timber Co. Ltd.

Notes to the Pro Forma Combined Consolidated Financial Statements

As at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019

(in millions of U.S. dollars, except where indicated - unaudited)

sheet and statement of earnings and comprehensive earnings.

The final purchase price allocation may be materially different than that reflected in the preliminary pro forma purchase price allocation presented below. The estimated purchase consideration and the preliminary fair values of assets acquired, and liabilities assumed for the purposes of these unaudited pro forma combined consolidated financial statements are summarized in the tables below:

Estimated West Fraser purchase consideration:
Estimated fair value of 54 million West Fraser Shares to be issued1	$	3,047
Fair value of equity-based compensation instruments		15
Consideration	$	3,062
Fair value of net assets acquired:
Cash and short-term investments	$	240
Accounts receivable		246
Income tax receivable		6
Inventories		278
Prepaid expenses		10
Property, plant and equipment		2,008
Timber		11
Other non-current assets		8
Deferred income tax assets		1
Payables and accrued liabilities		(273	)
Income tax payable		(49	)
Current portion of reforestation and decommissioning obligations		(3	)
Long-term debt		(709	)
Other non-current liabilities		(43	)
Deferred income tax liabilities		(353	)
Goodwill and other intangibles		1,684
Net assets acquired	$	3,062

1. For the purpose of these pro forma financial statements, the estimated fair value of West Fraser Shares to be issued was determined using the closing price of West Fraser Share as per the Toronto Stock Exchange on November 18, 2020 (note 5(j)). The final consideration transferred will be determined based on West Fraser’s share price on the Transaction close date.

5. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

The unaudited pro forma combined consolidated financial statements reflect the following assumptions and adjustments to give effect to the business combination, as if the Transaction has occurred on September 30, 2020, for the consolidated balance sheet and January 1, 2019, for the consolidated statement of earnings and comprehensive earnings. The Exchange Ratio is as specified in the arrangement agreement dated November 18, 2020 between West Fraser and Norbord and is disclosed in this Circular. West Fraser has not finalized the detailed valuation studies necessary to arrive at the required estimates of the fair value of Norbord’s assets acquired and the liabilities assumed, and the related allocations of the purchase price. The valuation studies are expected to be finalized by the end of 2021.

Assumptions and adjustments made are as follows:

West Fraser Timber Co. Ltd.

Notes to the Pro Forma Combined Consolidated Financial Statements

As at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019

(in millions of U.S. dollars, except where indicated - unaudited)

a) Reclassifications for consistency of presentation in respect of Norbord’s October 3, 2020 balance sheet and statement of earnings are as follows:

	Reclass 1			Reclass 2			Reclass 3			Reclass 4			Total
Balance sheet
Timber licenses		3												3
Intangibles		(3	)											(3	)
Current portion of reforestation and decommissioning obligations					3									3
Payables and accrued liabilities					(1	)								(1	)
Other liabilities					(2	)								(2	)
Statement of earnings
Freight and other distribution costs		167												167
Cost of products sold		(167	)		(52	)		(2	)					(221	)
Equity-based compensation											4			4
Selling, general and administration					52						(4	)		48
Other loss								2						2

Norbord combines timber licenses and other intangible assets, while West Fraser presents these separately. Norbord includes the current portion of reforestation obligations with payables and accrued liabilities and other liabilities, while West Fraser presents this separately.

Norbord includes freight and other distribution costs in cost of products sold, while West Fraser presents this separately. Norbord includes certain charges in cost of products sold that West Fraser includes in selling, general, and administration expense. Norbord includes certain foreign exchange gains and losses in cost of products sold, while West Fraser includes these in other income. Norbord combines equity-based compensation in general and administration, while West Fraser presents this separately. West Fraser has not finalized the detailed studies necessary to identify all line item classification differences.

b) Reclassifications for consistency of presentation in respect of Norbord’s December 31, 2019 statement of earnings are as follows:

	Reclass 1			Reclass 2			Reclass 3			Reclass 4			Total
Statement of earnings
Freight and other distribution costs		233												233
Cost of products sold		(233	)		(76	)								(309	)
Equity-based compensation											3			3
Selling, general and administration					76			1			(3	)		74
Other income								(1	)					(1	)

Norbord includes freight and other distribution costs in cost of products sold, while West Fraser presents this separately. Norbord includes certain charges in cost of products sold that West Fraser includes in selling, general, and administration expense. Norbord includes certain foreign exchange gains and losses in general and administration,

West Fraser Timber Co. Ltd.

Notes to the Pro Forma Combined Consolidated Financial Statements

As at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019

(in millions of U.S. dollars, except where indicated - unaudited)

while West Fraser includes these in other income. Norbord combines equity-based compensation in general and administration, while West Fraser presents this separately. West Fraser has not finalized the detailed studies necessary to identify all line item classification differences.

c) The $62 million increase to inventories represents the difference between the estimated fair value on September 30, 2020, and the carrying value of Norbord’s inventories. Accounting standards require acquired inventory to be valued at fair value, which is represented by the estimated selling price, less the sum of (a) the costs of disposal, and (b) a reasonable profit allowance for the completing and selling effort, based on the profit for similar finished goods. The fair value of inventory determined as at September 30, 2020 as part of the pro forma purchase price allocation was expensed in the 2019 pro forma statement of earnings per pro forma financial statement rules. This might have been materially different if we calculated the fair value of inventory using January 1, 2019 inventory volumes and pricing. Oriented Strand Board is subject to pricing volatility, and as such, the fair value at the close date of the Transaction could be materially different.

d) The $642 million increase to property, plant, and equipment and $8 million increase to timber licenses represent the difference between the estimated fair value on September 30, 2020, and Norbord’s carrying value. The depreciation adjustment to the September 30, 2020 and December 31, 2019 statement of earnings represents the incremental depreciation charge from the fair value adjustment.

e) The $1,668 million increase to goodwill and other intangible assets represents the excess consideration paid over the estimated fair value of Norbord’s net assets. West Fraser has not finalized the detailed valuation studies necessary to arrive at the required estimates of the fair value of Norbord’s assets acquired and the liabilities assumed, and the related allocations of the purchase price. The valuation studies are expected to be finalized by the end of 2021. Additional definite and indefinite life intangible assets may be identified as the valuation process continues, for example, customer contracts.

f) Payables and accrued liabilities increased by $1 million due to the fair value adjustment of Norbord’s Restricted Stock Unit (“RSU”) and Deferred Share Unit (“DSU”) plans. Contributed surplus increased by $7 million due to the fair value adjustment of the Norbord share option plans. Equity-based compensation expense increased by $1 million in the September 30, 2020 and $3 million in the December 31, 2019 statement of earnings due to the purchase price accounting adjustment for share options vested during the period.

g) The $51 million increase to long-term debt represents the estimated fair value adjustment to Norbord’s long-term debt. This amount is accreted into income over the life of the debt resulting in a finance expense recovery of $9 million in the September 30, 2020 and $12 million in the December 31, 2019 statement of earnings.

h) The $4 million increase to other liabilities represents the estimated purchase price valuation adjustment to Norbord’s defined benefit pension plans.

i) The $151 million increase in deferred tax liabilities recognized is due to the changes in the balance sheet values for inventories, timber licenses, property, plant, equipment, equity-based compensation, long-term debt, and defined benefit pension plans described in notes 5(c), 5(d), 5(f), 5(g), and 5(h). A $7 million and $23 million tax recovery, respectively, was booked in the September 30, 2020 and December 31, 2019 statement of earnings as a result of these adjustments flowing through the statement of earnings.

j) The $2,158 million increase is equity is represented by (1) the elimination of historical equity of Norbord, which decreased equity by $881 million; (2) an increase of $7 million from the equity-based compensation adjustment described in note 5f; (3) a decrease of $15 million related to Transaction costs as described in note 5k; and (4) an increase of $3,047 million from the issuance of approximately 54 million of West Fraser Shares to Norbord shareholders at a fair value of $37.78 (CAD$49.35) per Norbord Share. The price per share is based on the closing price of the West Fraser Shares as listed on the Toronto Stock Exchange on November 18, 2020, the day prior to the announcement date of the Transaction, and a CAD/USD exchange rate of 0.7655.

West Fraser Timber Co. Ltd.

Notes to the Pro Forma Combined Consolidated Financial Statements

As at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019

(in millions of U.S. dollars, except where indicated - unaudited)

k) The $15 million decrease to cash and short-term investments and retained earnings and accumulated other comprehensive earnings represents the estimated cash transaction costs expected to be incurred by the Company. As these costs are not expected to have a continuing impact on the combined consolidated Company’s results, the amount was recorded as a decrease in retained earnings.

l) Represents the elimination of sales and cost of products sold for log and hog fuel sales between West Fraser and Norbord. These amounts are $1 million for September 30, 2020, and $4 million for December 31, 2019.    

6. PRO FORMA SHARE CAPITAL

After giving effect to the pro forma adjustments described in note 5(j), West Fraser’s issued and outstanding share capital would be as follows:

	Number of Common shares		Amount
Common shares		66,394,529	$	363
Class B common shares		2,281,478		—
Issued and outstanding, September 30, 2020		68,676,007	$	363
Common share consideration issued in connection with the
Transaction		54,442,176		3,047
Pro forma balance as at September 30, 2020		123,118,183	$	3,410

The West Fraser Shares and West Fraser Class B common shares (“West Fraser Class B Shares”) are equal in all respects, including the right to dividends, rights upon dissolution or winding up, and the right to vote, except that each West Fraser Class B Share may at any time be exchanged for one West Fraser Share. The West Fraser Shares are listed and traded on the Toronto Stock Exchange under the symbol WFT, while the West Fraser Class B Shares are not listed on any exchange. Certain circumstances or corporate transactions may require the approval of the holders of the West Fraser Shares and West Fraser Class B Shares on a separate class by class basis.

West Fraser Timber Co. Ltd.

Notes to the Pro Forma Combined Consolidated Financial Statements

As at and for the nine months ended September 30, 2020 and for the year ended December 31, 2019

(in millions of U.S. dollars, except where indicated - unaudited)

7. PRO FORMA EARNING AND PRO FORMA EARNINGS PER SHARE

Pro forma basic and diluted earnings per share for the nine months ended September 30, 2020, and the year ended December 31, 2019, has been calculated based on the actual weighted average number of West Fraser Shares and West Fraser Class B Shares outstanding for the respective periods; as well as the number of West Fraser Shares issued in connection with the Transaction as if such shares had been outstanding since January 1, 2019:

	Nine months ended September 30, 2020			Year ended December 31, 2019
Pro forma earnings
Basic	$	521		$	(238	)
Share option expense (recovery)		5			(6	)
Equity-settled share option adjustment		(2	)		(3	)
Diluted	$	524		$	(247	)
Weighted average number of shares (thousands)
Basic per West Fraser		68,670			68,882
Number of shares issued in Transaction		54,442			54,442
Pro forma Basic		123,112			123,324
Share options per West Fraser		154			290
Number of share options replaced in Transaction		48			146
Pro forma Diluted		123,314			123,760
Pro forma earnings per share (dollars)
Basic		4.23			(1.93	)
Diluted		4.23			(2.00	)

APPENDIX H

GLOSSARY

“5.750% Notes” means Norbord’s 5.750% Senior Secured Notes due July 2027;

“6.250% Notes” means Norbord’s 6.250% Senior Secured Notes due April 2023;

“Acquisition Proposal” relating to a Party means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the other Party and/or one or more of its wholly-owned subsidiaries, any written or oral offer, proposal, expression of interest or inquiry from any Person or group of Persons (other than from the other Party or any of its subsidiaries) made after the date of the Arrangement Agreement relating to:

(a) any direct or indirect acquisition or sale (or other arrangement having the same economic effect as a sale), whether in a single transaction or a series of related transactions, of (i) assets of the Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of the Party and its subsidiaries or contribute 20% or more of the consolidated annual revenue of the Party and its subsidiaries; or (ii) 20% or more of any voting or equity securities or any securities exchangeable or convertible into voting, equity or other securities (or rights or interests therein or thereto) of the Party or any of its Material Subsidiaries (as defined in the Arrangement Agreement);

(b) any direct or indirect take-over bid, tender offer or exchange offer for any class of voting or equity securities of the Party;

(c) any transaction, including any treasury issuance, that, if consummated, would result in any Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities or any securities exchangeable or convertible into voting, equity or other securities (or rights or interests therein or thereto) of the Party or any of its Material Subsidiaries;

(d) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Party or any of its Material Subsidiaries that, individually or in the aggregate, involves 20% or more of the consolidated assets of the Party and its Material Subsidiaries, taken as a whole, or which would, if consummated, contribute 20% or more of the consolidated revenue of the Party and its Material Subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of the Party);

(e) any other similar transactions or series of transactions involving the Party or its Material Subsidiaries; or

(f) any public announcement of an intention to do any of the foregoing;

“affiliate” has the meaning ascribed thereto in National Instrument 45 106—Prospectus Exemptions;

“Agencies” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – HSR Act Approval”;

“ARC” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – Competition Act Approval”;

“Arrangement” means an arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with Section 9.1 of the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court in the Final Order, with the consent of West Fraser and Norbord, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement made as of November 18, 2020 between West Fraser and Norbord, together with the Schedules attached thereto, the West Fraser Disclosure Letter and the Norbord Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

H-1

“Arrangement Resolution” means the special resolution of the Norbord Shareholders approving the Arrangement to be considered at the Norbord Meeting, substantially in the form of Appendix C to the Norbord Circular;

“Articles of Arrangement” means the articles of arrangement of Norbord in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in form and content satisfactory to Norbord and West Fraser, each acting reasonably;

“AST Trust” means AST Trust Company (Canada), West Fraser’s transfer agent;

“BCBCA” means the Business Corporations Act (British Columbia), R.S.B.C. 2002, c.57, as amended, including the regulations promulgated thereunder;

“Broadridge” means Broadridge Financial Solutions;

“Brookfield” means, collectively, Brookfield Asset Management Inc. and its affiliates that hold Norbord Shares and that are party to the Brookfield Voting and Support Agreement;

“Brookfield Voting and Support Agreement” means the voting and support agreement dated as of November 18, 2020 (as amended and restated on December 14, 2020) between Norbord, Brookfield and West Fraser;

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

“Canadian Securities Laws” means the Securities Act (ON), together with all other applicable Canadian provincial and territorial securities Laws, rules, regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Cash Value Alternative” means the alternative under the West Fraser Stock Option Plan to permit the outstanding vested West Fraser Options to be surrendered by the holders thereof to West Fraser in return for a cash payment equal to the “in the money” amount of such West Fraser Options;

“CBCA” means the Canada Business Corporations Act, as amended, including the regulations promulgated thereunder;

“CDN$” means Canadian dollars;

“CDS” means the CDS Clearing and Depositary Services Inc.;

“Circular” means this management information circular;

“Closing” means the closing of the Arrangement as provided for in the Arrangement Agreement;

“Combined Company” means West Fraser after Closing;

“Commissioner of Competition” or “Commissioner” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act and includes any Person designated by the Commissioner to act on his behalf;

“Competition Act” means the Competition Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Competition Act Approval” means that, in connection with the transactions contemplated by the Arrangement Agreement, either:

(a) (i) the applicable waiting periods under subsection 123(1) of the Competition Act shall have expired or have been waived in accordance with subsection 123(2) of the Competition Act or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act shall have been waived in accordance

H-2

with paragraph 113(c) of the Competition Act, and (ii) the Commissioner of Competition shall have issued a written confirmation that he does not, at that time, intend to make an application under Section 92 of the Competition Act in respect of the transactions contemplated by the Arrangement Agreement; or

(b) the Commissioner of Competition shall have issued an ARC under Section 102 of the Competition Act in respect of the transactions contemplated by the Arrangement Agreement;

“Competition Laws” means the Competition Act, the HSR Act (and any similar Law enforced by any Governmental Entity regarding pre-acquisition notifications for the purpose of competition reviews), the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended, the Federal Trade Commission Act, and all other federal, state, foreign, multinational or supranational antitrust, competition or trade regulation statutes, rules, regulations, Orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment;

“Confidentiality Agreement” means the confidentiality and non-disclosure agreement made as of August 18, 2020 between West Fraser and Norbord, as it may be amended;

“Consideration” means a portion of a West Fraser Share equal to the Exchange Ratio for each Norbord Share;

“Court” means the Ontario Superior Court of Justice (Commercial List);

“Depositary” means AST Trust;

“Director” means the director appointed pursuant to Section 260 of the CBCA;

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“Dissenting Norbord Shares” means the Norbord Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has duly and validly exercised the Dissent Rights pursuant to the Plan of Arrangement and the Interim Order;

“Dissenting Shareholder” means a registered Norbord Shareholder who duly exercises its Dissent Rights pursuant to the Plan of Arrangement and the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“DOJ” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – HSR Act Approval”;

“EDGAR” means the SEC’s Electronic Data Gathering, analysis and Retrieval System;

“Effective Date” means the date upon which the Arrangement becomes effective, as set out in the Plan of Arrangement;

“Effective Time” means the time on the Effective Date that the Arrangement becomes effective, as set out in the Plan of Arrangement;

“Excess Dividend” has the meaning given to such term under the heading “The Arrangement Agreement – Covenants – Dividends”;

“Excess Dividend Notice” has the meaning given to such term under the heading “The Arrangement Agreement – Covenants – Dividends”;

“Exchange Ratio” means, the exchange ratio of 0.675 of a West Fraser Share for each Norbord Share, as such Exchange Ratio may be adjusted pursuant to the Arrangement Agreement;

H-3

“Federal Trade Commission Act” means the Federal Trade Commission Act of 1914, as amended;

“Final Order” means the final order of the Court pursuant to Section 192(4) of the CBCA approving the Arrangement, as such order may be amended by the Court (with the consent of West Fraser and Norbord, acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is satisfactory to each of West Fraser and Norbord, acting reasonably) on appeal;

“Financial Indebtedness” means in relation to a Person (the “debtor”), an obligation or liability (contingent or otherwise) of the debtor (a) for borrowed money (including overdrafts and including amounts in respect of principal, premium, interest or any other sum payable in respect of borrowed money) or for the deferred purchase price of property or services, (b) under any loan, stock, bond, note, debenture or other similar instrument or debt security, (c) under any acceptance credit, bankers’ acceptance, guarantee, letter of credit or other similar facilities, (d) under any conditional sale, hire, purchase or title retention agreement with respect to property, under any capitalized lease arrangement, under any sale and lease back arrangement or under any lease or any other agreement having the commercial effect of a borrowing of money or treated as a finance lease or capital lease in accordance with applicable accounting principles, (e) under any foreign exchange transaction, any interest or currency swap transaction, any fuel or commodity hedging transaction or any other kind of derivative transaction, (f) in respect of any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution, (g) in respect of preferred stock (namely capital stock of any class that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution, over the capital stock of any other class) or redeemable capital stock (namely any class or series of capital stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable or by contract or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed on a specified date or is redeemable at the option of the holder thereof at any time, or is convertible into or exchangeable for debt securities at any time), (h) for any amount raised under any transaction similar in nature to those described in paragraphs (a) to (g) of this definition, or otherwise having the commercial effect of borrowing money, or (i) under a guarantee, indemnity or similar obligation entered into by the debtor in respect of an obligation or liability of another Person which would fall within paragraphs (a) to (h) of this definition if the references to the debtor referred to the other Person;

“Forest Act” means the Forest Act (British Columbia) and all policies thereunder as now in effect and as may be amended from time to time prior to the Effective Date;

“FTC” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – HSR Act Approval”;

“German Competition Approval” means a clearance decision issued by, or deemed to have been obtained due to lapse, expiration or termination of the waiting period from, the German Federal Cartel Office under Chapter VII of the Act against Restraints of Competition of 1958 (Germany);

“German Federal Cartel Office” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – German Competition Approval”;

“Governmental Entity” means any applicable: (a) multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, minister, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, commissioner, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange;

“Holdco Agreements” has the meaning ascribed thereto in Section 2.13(c) of the Arrangement Agreement;

“Holdco Alternative” has the meaning ascribed thereto in Section 2.13(a) of the Arrangement Agreement;

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“Holdco Share Consideration” has the meaning ascribed thereto in the Plan of Arrangement;

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder;

“HSR Act Approval” means the expiration or early termination of any waiting period, including any extension thereof, under the HSR Act;

“HSR Form” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – HSR Act Approval”;

“IFRS” means the international financial reporting standards issued by the International Accounting Standards Board that are applicable to public issuers in Canada;

“In the Money Amount” means in respect of an option at any time, the amount, if any, by which the aggregate fair market value, at that time, of the shares subject to the option exceeds the aggregate exercise price under the option;

“Incentive Securities” means, collectively, the Norbord DSUs, the Norbord RSUs and the Norbord Options;

“including” means including without limitation, and “include” and “includes” each have a corresponding meaning;

“Interim Order” means the interim order of the Court made in connection with the Arrangement on December 17, 2020 and providing for, among other things, the calling and holding of the Norbord Meeting, as the same may be amended, supplemented or varied by the Court (with the consent of the Parties, acting reasonably);

“intermediary” means an entity that a Non-registered Shareholder deals with in respect of the Non-registered Shareholder’s West Fraser Shares;

“Investment Canada Act” means the Investment Canada Act (Canada) and the regulations promulgated thereunder;

“Ketcham Affiliates” means, collectively, the Ketcham family and its affiliates that beneficially own, or exercise control or direction over, voting shares of West Fraser;

“Key Regulatory Approvals” means the Competition Act Approval, HSR Act Approval and German Competition Approval;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements of any Governmental Entity having the force of law (including the rules of the TSX and NYSE), whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are applicable to such Person or its business, undertaking, assets, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, assets, property or securities;

“Legacy Ainsworth Option Plan” means the Norbord stock option plan for participants in the Ainsworth Lumber Co. Ltd. stock option plan effective as of March 31, 2015;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third Person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Matching Period” has the meaning given to such term under the heading “The Arrangement Agreement – Covenants – Superior Proposal Determination and Right to Match”;

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“Material Adverse Effect” means, in respect of any Party, any change, development, effect, event, circumstance, fact or occurrence that individually or in the aggregate with other such changes, developments, effects, events, circumstances, facts or occurrences, (i) is or would reasonably be expected to be, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (including any contingent liabilities), operations or results of operations of that Party and its subsidiaries, taken as a whole, or (ii) prevents or materially adversely affects, or would reasonably be expected to prevent or materially adversely affect, the ability of that Party to timely perform its obligations under the Arrangement Agreement, except, any change, development, effect, event, circumstance, fact or occurrence resulting from or relating to:

(a) the execution, announcement, pendency or performance of the Arrangement Agreement or the transactions contemplated hereby;

(b) general political, economic or financial conditions in Canada, the United States or the European Union;

(c) the state of securities or commodity markets in general;

(d) the commencement or continuation of any war, armed hostilities or acts of terrorism;

(e) any epidemic, pandemic or outbreaks of illness (including the COVID-19 pandemic) or other health crisis or public health event in any jurisdiction in which a Party operates;

(f) any change generally affecting the industries in which that Party conducts its business;

(g) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity;

(h) any change in applicable generally accepted accounting principles, including IFRS;

(i) with respect to Norbord, any matter which has been disclosed by Norbord in the Norbord Disclosure Letter or in the Norbord Public Disclosure Record prior to the date hereof;

(j) with respect to West Fraser, any matter which has been disclosed by West Fraser in the West Fraser Disclosure Letter or in the West Fraser Public Disclosure Record prior to the date hereof;

(k) failure of a Party to meet any internal, published or public projections, forecasts, guidance or estimates, including of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

(l) any decrease in the trading price or any decline in the trading volume of the equity securities of that Party (it being understood that the causes underlying such change in trading price or trading volume (other than those causes identified in sub-paragraphs (a) through (j) above, as applicable to that Party) may be taken into account in determining whether a Material Adverse Effect has occurred); or

(m) any action taken by a Party or any of its subsidiaries that is required pursuant to the Arrangement Agreement (excluding any obligation to act in the Ordinary Course of business),

provided, however, that (x) in respect of clauses (b) through (h), such change, development, effect, event, circumstance, fact or occurrence does not have a materially disproportionate effect on that Party relative to other companies in the industry in which the Party operates; and (y) references in certain Sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Material Adverse Effect” has occurred;

“material change” has the meaning ascribed thereto in the Securities Act (ON);

“material fact” has the meaning ascribed thereto in the Securities Act (ON);

“McMillan” means McMillan LLP;

“MD&A” means management’s discussion and analysis;

“Meeting” means the special meeting of Shareholders to be held on January 19, 2021 and any adjournment of it;

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“Meeting Materials” has the meaning given to such term under the heading “General Proxy Information – Non-registered Shareholders”;

“Moody’s” means Moody’s Investors Services;

“NGOs” means non-governmental organizations;

“No Action Letter” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – Competition Act Approval”;

“Non-IFRS measures” has the meaning given to such term under the heading “Information Contained in this Circular – Non-IFRS Financial Measures”;

“Non-registered Shareholder” means any Shareholder who is not a Registered Shareholder;

“Norbord” means Norbord Inc., a corporation existing under the laws of Canada;

“Norbord AIF” means the annual information form of Norbord for the year ended December 31, 2019, dated February 4, 2020;

“Norbord Board” means the board of directors of Norbord as the same is constituted from time to time;

“Norbord Board Recommendation” means the unanimous determination of the Norbord Board, after consultation with its legal advisors and RBC Dominion Securities Inc., that the Arrangement is in the best interests of Norbord and is fair to Norbord Shareholders and the unanimous recommendation of the Norbord Board to Norbord Shareholders that they vote in favour of the Arrangement Resolution;

“Norbord Bond Indentures” means (i) the indenture dated as of April 16, 2015 between Norbord as issuer and Computershare Trust Company, N.A. as trustee, in respect of the 6.250% Notes, and (ii) the indenture dated as of June 24, 2019 between Norbord as issuer and Computershare Trust Company, N.A. as trustee, in respect of the 5.750% Notes;

“Norbord Bonds” means the 6.250% Notes and the 5.750% Notes;

“Norbord Change in Recommendation” means:

(a) the failure by the Norbord Board to make the Norbord Board Recommendation;

(b) the withdrawal, amendment, modification or qualification of the Norbord Board Recommendation in a manner adverse to West Fraser prior to the Norbord Meeting or any public statement by Norbord of an intention to withdraw, amend, modify or qualify the Norbord Board Recommendation in a manner adverse to West Fraser prior to the Norbord Meeting;

(c) the failure by the Norbord Board to publicly reaffirm (without qualification) the Norbord Board Recommendation within five Business Days (but in any case prior to the Norbord Meeting) after having been requested to do so in writing by West Fraser, acting reasonably;

(d) the acceptance, approval, endorsement or recommendation of any Acquisition Proposal, or a public proposal to do so, by the Norbord Board;

(e) the failure by the Norbord Board to take any position, or the taking by the Norbord Board of a neutral position, with respect to any Acquisition Proposal for more than five Business Days (but in any case prior to the Norbord Meeting) after the announcement of such Acquisition Proposal;

(f) the failure by Norbord to include the Norbord Board Recommendation in the Norbord Circular in accordance with Section 2.4(b) of the Arrangement Agreement; or

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(g) any resolution or proposal by the Norbord Board to take any of the foregoing actions in paragraphs (a) through (f) above;

“Norbord Circular” means the notice of the Norbord Meeting to be sent to the Norbord Shareholders in connection with the Norbord Meeting and the accompanying management proxy circular, including all schedules, appendices and exhibits thereto, and information incorporated by reference therein, as amended, supplemented or otherwise modified from time to time;

“Norbord Continuing Executives” means the holders of Incentive Securities who are not Norbord Departing Executives;

“Norbord Departing Executives” means the officers and employees of Norbord who will cease and not continue as officers and employees of Norbord immediately following the completion of the Transaction;

“Norbord Disclosure Letter” means the disclosure letter executed by Norbord and delivered to West Fraser on November 18, 2020 in connection with the execution of the Arrangement Agreement;

“Norbord DSU Plans” means (i) the deferred share unit plan for management of Norbord, as amended and restated as of May 5, 2020, (ii) the deferred share unit plan for non-employee directors of Norbord, as amended and restated as of May 5, 2020, and (iii) the deferred share unit plan of Ainsworth Lumber Co. Ltd., as amended and restated as of March 31, 2015;

“Norbord DSUs” means the outstanding deferred share units credited under the Norbord DSU Plans;

“Norbord ESSP” means the employee share savings plan of Norbord as amended and restated as of May 31, 2016;

“Norbord Excess Dividend” means any dividend or other distribution (whether in cash, shares or property, or any combination thereof) declared, set aside or paid on the Norbord Shares in excess of CDN$0.60 per quarter;

“Norbord Executives” means:

(a) Peter Wijnbergen, President and Chief Executive Officer;

(b) Robin Lampard, Senior Vice President and Chief Financial Officer;

(c) Alan McMeekin, Senior Vice-President, Sales and Marketing;

(d) Kevin Burke, Senior Vice-President, North America Operations; and

(e) Mark Dubois-Philips, Senior Vice-President, Sales, Marketing and Logistics (North America);

“Norbord Fundamental Representations” means the representations and warranties of Norbord set forth in paragraphs (a), (c), (f)(i)(A) and (h) of Schedule C of the Arrangement Agreement and the first sentence of paragraph (b) of Schedule C of the Arrangement Agreement;

“Norbord Meeting” means the special meeting of Norbord Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Norbord Circular;

“Norbord Public Disclosure Record” means all documents and information filed by Norbord under applicable Securities Laws on SEDAR and filed with or furnished to the SEC by Norbord under the U.S. Exchange Act, since December 31, 2019;

“Norbord Options” means the outstanding options to purchase Norbord Shares granted under or otherwise subject to the Norbord Stock Option Plan or the Legacy Ainsworth Option Plan;

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“Norbord RSU Plan” means the restricted stock unit plan of Norbord instituted effective as of January 31, 2006;

“Norbord RSUs” means the outstanding restricted share units credited under the Norbord RSU Plan;

“Norbord Shareholder Approval” has the meaning ascribed thereto in Section 2.2(a)(ii) of the Arrangement Agreement;

“Norbord Shareholders” means the holders of Norbord Shares;

“Norbord Shares” means common shares in the capital of Norbord, as currently constituted and that are currently listed and posted for trading on the TSX and NYSE under the symbol “OSB”;

“Norbord Stock Option Plan” means the stock option plan of Norbord dated April 27, 2012, as amended on June 14, 2015, and includes, as it relates to Norbord UK Eligible Employees, the Norbord UK Subplan (as such terms are defined in the Arrangement Agreement);

“Norbord Tenures” means, with respect to Norbord, all forest licenses, forest management agreements, tree farm licenses, timber sale licenses, timber quotas, timber permits, pulpwood agreements and other forms of agreements granting harvesting rights under the Forest Act, or similar legislation in any other jurisdictions, held by it and its subsidiaries;

“Norbord Voting Agreements” means the voting support agreements entered into by West Fraser with all of the directors of Norbord and the Norbord Executives, pursuant to which, among other things, such directors and Norbord Executives have agreed to vote all of the Norbord Shares held by them in favour of the Arrangement Resolution, on the terms and subject to the conditions set forth in such agreement, substantially in the form of Schedule F of the Arrangement Agreement;

“Notice of Appearance” has the meaning given to such term under the heading “The Arrangement – Court Approval and Completion of the Arrangement”;

“Notice of Meeting” means the attached Notice of Special Meeting of Shareholders;

“Notifiable Transaction” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – Competition Act Approval”;

“Notifications” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – Competition Act Approval”;

“NYSE” means the New York Stock Exchange;

“Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Entity (in each case, whether temporary, preliminary or permanent);

“Ordinary Course” means, with respect to an action to be taken by a Party or its subsidiaries, that such action is consistent with the past practices of the Party and its subsidiaries, as such practices are reflected in the financial statements of the Party, and is taken in the ordinary course of the normal day-to-day operations of the business of such Party, including as such operations may have been varied by a Party on a temporary basis in response to the COVID-19 pandemic;

“OSB” means oriented strand board;

“Other Arrangements” has the meaning given to such term under the heading “Business to be Considered at the Meeting – Stock Option Plan Amendment Resolution – Summary of the Stock Option Plan”;

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“Outside Date” means February 28, 2021 or such later date as may be agreed to in writing by the Parties, provided that if on such date the condition set forth in Section 6.1(e) of the Arrangement Agreement shall not be satisfied but all other conditions set forth in Article 6 of the Arrangement Agreement (other than those capable of being satisfied at the Effective Time only) shall have been satisfied, then the Outside Date may be postponed by up to two extension periods of up to three months each on the following basis:

(a) either Party may elect postponement for an initial three month extension period by written notice to the other Party prior to 5:00 pm Pacific time on the Outside Date, provided that (i) such Party is not in default of its obligations under the Arrangement Agreement; and (ii) a Regulatory Action remains outstanding and either Party is diligently contesting it; and

(b) if the Regulatory Action remains outstanding as of the expiry of the first extension period, then either Party may elect postponement for a second three month extension period by written notice to the other Party prior to 5:00 pm Pacific time on the initial extended Outside Date, provided that such Party is not in default of its obligations under the Arrangement Agreement;

“Parties” means Norbord and West Fraser, and “Party” means either of them;

“Payout Value” means the product of (i) the Exchange Ratio, multiplied by (ii) the volume-weighted average price on the TSX of the West Fraser Shares for a five Business Day period, starting with the opening of trading on the seventh Business Day prior to the Effective Date to the closing of trading on the third to last Business Day prior to the Effective Date, as reported by Bloomberg Inc.;

“Person” includes an individual, partnership, association, company, corporation, body corporate, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement under Section 192 of the CBCA, substantially in the form and on the terms set out in Appendix E to the Norbord Circular, and any amendments or variations thereto made in accordance with Section 9.1 of the Arrangement Agreement or the Plan of Arrangement;

“Pre-Acquisition Reorganization” has the meaning ascribed thereto in Section 5.8(a) of the Arrangement Agreement;

“Qualifying Holdco” has the meaning ascribed thereto in Section 2.13(a) of the Arrangement Agreement;

“Qualifying Holdco Shareholders” has the meaning ascribed thereto in Section 2.13(a) of the Arrangement Agreement;

“Qualifying Holdco Shares” has the meaning ascribed thereto in 2.13(a)(v) of the Arrangement Agreement;

“record date” means December 11, 2020;

“Registered Shareholder” means a registered holder of West Fraser Shares;

“Regulatory Action” means any action, lawsuit, review, investigation, inquiry or other proceeding taken, commenced or threatened by or before any antitrust or competition regulatory authorities of Canada, the United States or any other jurisdiction in connection with Competition Laws to enjoin, prohibit or impose material limitations or conditions on the transactions contemplated by the Arrangement Agreement or which would or would reasonably be expected to have such an effect;

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, Authorizations (as defined in the Arrangement Agreement) and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving

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of notice without an objection being made) of Governmental Entities required in relation to the transactions contemplated hereby, including the Key Regulatory Approvals;

“Replacement Option” means an option to purchase West Fraser Shares to be issued in accordance with Section 3.1(a)(i) of the Plan of Arrangement;

“Representatives” means, collectively, in respect of a Person, (a) its directors, officers, employees, consultants, agents, representatives and any financial or other advisor, law firm, accounting firm or other professional firm retained to assist the Person in connection with the transactions contemplated in the Arrangement Agreement, and (b) the Person’s subsidiaries and the directors, officers, employees, agents and representatives and advisors thereof;

“S&P” means S&P Global Ratings;

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002;

“Scotiabank” means Scotia Capital Inc.;

“Scotiabank Fairness Opinion” means the opinion of Scotiabank dated November 18, 2020 attached as Appendix D hereto;

“SEC” means the United States Securities and Exchange Commission;

“Second Request” has the meaning given to such term under the heading “Regulatory Matters – Competition Law Matters – HSR Act Approval”;

“Securities Act (ON)” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Authorities” means the applicable securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada and the SEC;

“Securities Laws” means the Securities Act (ON), the U.S. Securities Act and the U.S. Exchange Act, together with all other applicable Canadian provincial and territorial and United States federal and state securities laws, rules, regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

“SEDI” means the System for Electronic Disclosure by Insiders;

“Shareholders” means the holders of the West Fraser Shares and the West Fraser Class B Shares;

“Share Issuance Resolution” means the resolution of the Shareholders, substantially in the form of Appendix A hereto;

“Stock Option Plan Amendment Resolution” means the resolution of the Shareholders approving an amendment to the West Fraser Stock Option Plan to permit an additional 1,000,000 West Fraser Shares to be issued on exercise of options granted pursuant to the West Fraser Stock Option Plan, substantially in the form of Appendix B hereto;

“subsidiary” means, in respect of a Party, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such Party and shall include any body corporate, partnership, joint venture or other entity over which such Party exercises direction or control or which is in a like relation to a subsidiary;

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“Superior Proposal” means a bona fide unsolicited, written Acquisition Proposal with respect to a Party made after the date of the Arrangement Agreement by an arm’s length third party or arm’s length third parties acting jointly (and, for certainty, is not made by Brookfield or any of its affiliates if in respect of Norbord) that:

(a) complies with Securities Laws in all material respects;

(b) if in respect of Norbord, did not result from or otherwise involve a breach of Sections 7.1, 7.2, 7.3 or 7.4 of the Arrangement Agreement by Norbord or its Representatives;

(c) if in respect of West Fraser, did not result from or otherwise involve a breach of Sections 7.5, 7.6, 7.7 or 7.8 of the Arrangement Agreement by West Fraser or its Representatives;

(d) relates to the acquisition of 100% of the outstanding shares of a Party or all or substantially all of the consolidated assets of a Party and its subsidiaries, whether by way of a single or multistep transaction or a series of related transactions;

(e) is reasonably capable of being completed without undue delay, taking into account the financial, legal, regulatory and other aspects of such Acquisition Proposal (including required shareholder approvals and minimum tender requirements) and the Person making such Acquisition Proposal;

(f) that is not subject to a financing condition or contingency and in respect of which it has been demonstrated to the satisfaction of the Party’s board of directors, acting in good faith (and after receipt of advice from its non-related financial advisors and its outside legal counsel) that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal;

(g) is not subject to a due diligence or access to information condition; and

(h) in respect of which the Party’s board of directors determines, in their good faith judgment, after consultation with outside legal counsel and after receiving advice from their non-related financial advisors that, having regard to all of its terms and conditions, such Acquisition Proposal, would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the shareholders of the Party from a financial point of view than the Arrangement (after taking into account any change to the Arrangement proposed by the other Party pursuant to 7.4(b) or Section 7.8(b) of the Arrangement Agreement);

“Superior Proposal Notice” has the meaning given to such term under the heading “The Arrangement Agreement – Covenants – Superior Proposal Determination and Right to Match”;

“Tax Installment Deficiency” has the meaning given to such term under the heading “The Arrangement Agreement – Covenants – Dividends”;

“Taxes” or “Tax” in respect of a Person means: (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and installments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including national, federal, provincial, state and territorial income taxes), payroll and employee withholding taxes, employment and unemployment taxes and insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, government pension plan premiums or contributions and other charges from Governmental Entities, and other obligations of the same or of a similar nature to any of the foregoing, which such Person is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not; and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of being liable to another Person’s Taxes as a transferee or successor, by contract or otherwise;

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“TD Securities” means TD Securities Inc.;

“TD Securities Fairness Opinion” means the opinion of TD Securities dated November 18, 2020 and attached hereto as Appendix C;

“Termination Fee” means CDN$110 million;

“Torys” means Torys LLP;

“Transaction” means the completion of the acquisition of Norbord by West Fraser in accordance with the terms of the Plan of Arrangement;

“TSX” means the Toronto Stock Exchange;

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Colombia;

“US$” means United States dollars;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as the same has been, and hereafter from time to time may be, amended;

“U.S. Securities Act” means the United States Securities Act of 1933, as the same has been, and hereafter from time to time may be, amended;

“Voting Agreements” means, collectively:

(a) the Brookfield Voting and Support Agreement;

(b) the West Fraser Voting Agreements; and

(c) the Norbord Voting Agreements;

“West Fraser” or the “Company” means West Fraser Timber Co. Ltd., a corporation existing under the laws of the Province of British Columbia;

“West Fraser 2021 AGM” means the annual general meeting of Shareholders to be held in 2021;

“West Fraser AIF” means the annual information form of West Fraser for the year ended December 31, 2019, dated February 11, 2020;

“West Fraser Board” means the board of directors of West Fraser as the same is constituted from time to time;

“West Fraser Board Recommendation” means the unanimous determination of the West Fraser Board, after consultation with its legal and financial advisors, including the West Fraser Financial Advisors, that the Arrangement is in the best interests of West Fraser and is fair to Shareholders and the unanimous recommendation of the West Fraser Board to Shareholders that they vote in favour of the Share Issuance Resolution;

“West Fraser Change in Recommendation” means:

(a) the failure by the West Fraser Board to make the West Fraser Board Recommendation;

(b) the withdrawal, amendment, modification or qualification of the West Fraser Board Recommendation in a manner adverse to Norbord prior to the Meeting or any public statement by West Fraser of an intention to withdraw, amend, modify or qualify the West Fraser Board Recommendation in a manner adverse to Norbord prior to the Meeting;

H-13

(c) the failure by the West Fraser Board to publicly reaffirm (without qualification) the West Fraser Board Recommendation within five Business Days (but in any case prior to the Meeting) after having been requested to do so in writing by Norbord, acting reasonably;

(d) the acceptance, approval, endorsement or recommendation of any Acquisition Proposal, or a public proposal to do so, by the West Fraser Board;

(e) the failure by the West Fraser Board to take any position, or the taking by the West Fraser Board of a neutral position, with respect to any Acquisition Proposal for more than five Business Days (but in any case prior to the Meeting) after the announcement of such Acquisition Proposal;

(f) the failure by West Fraser to include the West Fraser Board Recommendation in the West Fraser Circular in accordance with Section 2.7(b) of the Arrangement Agreement; or

(g) any resolution or proposal by the West Fraser Board to take any of the foregoing actions in paragraphs (a) through (f) above;

“West Fraser Class B Shares” means the Class B common shares of West Fraser;

“West Fraser Disclosure Letter” means the disclosure letter executed by West Fraser and delivered to Norbord on the November 18, 2020 in connection with the execution of the Arrangement Agreement;

“West Fraser DSU” means a deferred share unit granted under the West Fraser DSU Plan;

“West Fraser Excess Dividend” means any dividend or other distribution (whether in cash, shares or property, or any combination thereof) declared, set aside or paid on the West Fraser Shares in excess of CDN$0.30 per quarter;

“West Fraser Executives” means the following executives of West Fraser:

(a) Ray Ferris, President and Chief Executive Officer;

(b) Chris Virostek, Vice-President, Finance and Chief Financial Officer;

(c) Chris McIver, Vice-President, Sales and Marketing;

(d) Sean McLaren, Vice-President, U.S. Lumber; and

(e) Brian Balkwill, Vice-President, Canadian Wood Products;

“West Fraser Financial Advisors” means TD Securities and Scotiabank, in their capacity as financial advisors to the West Fraser Board;

“West Fraser Fundamental Representations” means the representations and warranties of West Fraser set forth in paragraphs (a), (c), (f)(i)(A) and (h) of Schedule D of the Arrangement Agreement and the first sentence of paragraph (b) of Schedule D of the Arrangement Agreement;

“West Fraser Options” means the outstanding options to purchase West Fraser Shares granted under or otherwise subject to the West Fraser Stock Option Plan;

“West Fraser PS Unit” means a performance share unit granted under the West Fraser PSU Plan;

“West Fraser PSU Plan” means the Phantom Share Unit Plan of West Fraser;

“West Fraser Public Disclosure Record” means all documents and information filed by West Fraser under applicable Securities Laws on SEDAR since December 31, 2019;

“West Fraser RS Unit” means a restricted share unit granted under the West Fraser PSU Plan;

H-14

“West Fraser Shareholder Approval” means the approval by the majority of Shareholders of the Share Issuance Resolution in the manner required by Section 611(c) of the TSX Company Manual;

“West Fraser Shares” means common shares in the capital of West Fraser, as currently constituted and that are currently listed and posted for trading on the TSX under the symbol “WFT”;

“West Fraser Stock Option Plan” means the stock option plan of West Fraser, as amended and restated as of April 19, 2016;

“West Fraser Tenures” means, with respect to West Fraser, all forest licenses, forest management agreements, tree farm licenses, timber sale licenses, timber quotas, timber permits, pulpwood agreements and other forms of agreements granting harvesting rights under the Forest Act, or similar legislation in any other jurisdictions, held by it and its subsidiaries;

“West Fraser Termination Payment” has the meaning given to such term under the heading “Frequently Asked Questions – What if Shareholders do not approve the Share Issuance Resolution or the Stock Option Plan Amendment Resolution?”; and

“West Fraser Voting Agreements” means (i) the voting support agreements entered into by Norbord with all of the directors of West Fraser and the West Fraser Executives, pursuant to which, among other things, such directors and West Fraser Executives have agreed to vote all of the West Fraser Shares and West Fraser Class B Shares held by them in favour of the Share Issuance Resolution, on the terms and subject to the conditions set forth in such agreement, substantially in the form of Schedule F of the Arrangement Agreement, and (ii) the voting and support agreements entered into by Norbord with the Ketcham Affiliates pursuant to which, among other things, such Persons have agreed to vote all of the West Fraser Shares and West Fraser Class B Shares held by them in favour of the Share Issuance Resolution, on the terms and subject to the conditions set forth in such agreements, substantially in the form of Schedule G of the Arrangement Agreement.

H-15

EX-99.54

Exhibit 99.54

WEST FRASER TIMBER CO. LTD.

501 – 858 Beatty Street

Vancouver, British Columbia, V6B 1C1

PROXY

This proxy is solicited by the management of WEST FRASER TIMBER CO. LTD. (the “Company”) for the Special Meeting of its Shareholders to be held on Tuesday, January 19, 2021.

The undersigned hereby appoints Hank Ketcham, Chairman of the Board, or failing him, Ray Ferris, President and Chief Executive Officer of the Company, or instead of either of the foregoing, (insert name) _________________________, as nominee of the undersigned, with full power of substitution, to attend and vote on behalf of the undersigned at the virtual only Meeting to be held via live audio webcast online at https://web.lumiagm.com/485161310, password “westfraser2021” (case sensitive) on Tuesday, January 19, 2021 at 11:00 a.m., Pacific time (the “Meeting”), and at any postponed or adjourned meeting, to the same extent and with the same power as if the undersigned was personally present (by virtual means) at the Meeting or such postponement or adjournment thereof and, without limiting the generality of the power hereby conferred, the said proxyholder is specifically directed to vote all shares in the capital of the Company registered in the name of the undersigned as indicated below (or, if no direction is given, FOR the matters below):

The Board of Directors of the Company recommends voting FOR the Share Issuance Resolution and FOR the Stock Option Plan Amendment Resolution.

1. Share Issuance Resolution

Vote FOR ☐ AGAINST ☐ the Share Issuance Resolution, to authorize the issuance by the Company of such number of common shares in the capital of the Company (“West Fraser Shares”) as is necessary to acquire 100% of the issued and outstanding common shares in the capital of Norbord Inc. (“Norbord”), pursuant to the arrangement agreement dated November 18, 2020 between the Company and Norbord, as more fully described in the accompanying management information circular, and such Share Issuance Resolution being in the form attached as Appendix A thereto.

2. Stock Option Plan Amendment Resolution

Vote FOR ☐ AGAINST ☐ the Stock Option Plan Amendment Resolution to amend the Company’s stock option plan (the “Stock Option Plan”) to increase the number of West Fraser Shares that may be allotted for issuance pursuant to the exercise of options under the Stock Option Plan by 1,000,000 West Fraser Shares, such amendment to the Stock Option Plan being described in, and such Stock Option Plan Amendment Resolution being in the form attached as Appendix B to, the accompanying management information circular.

THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.

DATED: __________, 202__.

Signature of Shareholder

(Please print name here)

Please use the following field to advise the Company of any change of address:

To be effective, your completed, signed and dated form of proxy must be delivered to the Proxy Department of AST Trust Company (Canada) (“AST Trust”):

a) by mail to PO Box 721, Agincourt, Ontario M1S 0A1;

b) by email at proxyvote@astfinancial.com;

c) by fax toll free in Canada and the USA at 1.866.781.3111, outside North America at 1.416.368.2502; or

d) by hand at 1 Toronto Street, Suite 1200, Toronto, Ontario M5C 2V61;

Alternatively, you may submit your proxy votes: via the internet at www.astvotemyproxy.com; or by telephone at 1.888.489.5760. For internet and telephone voting, be sure to have your form of proxy with you as you will need it to access your control number. Regardless of the method you choose from those noted above, your proxy must be submitted no later than 11:00 a.m. (Pacific time) on January 15, 2021, or, if the Meeting is postponed or adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the postponed or adjourned Meeting at which the proxy will be used.

Any one of joint shareholders may sign a form of proxy in respect of such shares but, if more than one of them is present at the Meeting or represented by a proxyholder, the holder whose name appears first in the register of members in respect of such shares or that holder’s proxyholder or representative, will alone be entitled to vote in respect thereof. Where the form of proxy is signed by a corporation either its corporate seal must be affixed or the form should be signed by the corporation under the hand of an officer or attorney duly authorized in writing, which authorization must accompany the form of proxy. A shareholder has the right to appoint a person, who need not be a shareholder, to attend and act for the shareholder and on the shareholder’s behalf at the Meeting other than either of the nominees designated in this form of proxy, and may do so by inserting the name of that other person in the blank space provided for that purpose in this form of proxy or by completing another suitable form of proxy.

All shares in the capital of the Company that are represented by the proxy will be voted FOR or AGAINST on any ballot in accordance with the instructions of the shareholder, and where a choice with respect to a matter to be acted on is specified, such shares represented by the proxy will be voted on a ballot in accordance with that specification. This proxy confers discretionary authority with respect to amendments or variations to the matters specified in the accompanying notice of Meeting for which no instruction is given, and with respect to other matters that may properly come before the Meeting. In respect of a matter so identified or referred to for which no instruction is given, the person appointed by this proxy will vote the shares represented thereby as determined in his or her discretion.

INSTRUCTIONS FOR PROXYHOLER VOTING AT THE MEETING

Duly appointed proxyholders who wish to attend the Meeting and vote in real time, must obtain a control number, must be connected to the internet, must log in to the live audio webcast online at https://web.lumiagm.com/485161310, password “westfraser2021” (case sensitive) and follow the instructions in the accompanying management information circular, see: “Instructions on Voting at the Meeting”; see also “Frequently Asked Questions”. Non-registered shareholders who have not duly appointed themselves as proxyholder may only attend the Meeting as guests, and will not be able to vote at the Meeting.

Shareholders who appoint a person other than the management nominees identified in this form of proxy (including Non-registered Shareholders who appoint themselves as their own proxy to attend the Meeting) must carefully follow the instructions in the accompanying management information circular, see: “Instructions on Voting at the Meeting”; see also “Frequently Asked Questions”, which instructions include the additional step of registering such proxyholder with AST Trust to obtain a 13-digit control number for the Meeting, after submitting the form of proxy. Failure to register the proxyholder with AST Trust will result in the proxyholder not receiving the control number that is required to allow the proxyholder to participate in the Meeting. If a proxyholder does not receive a control number they will only be able to attend as a guest, and will not be able to vote at the Meeting.

- 2 -

EX-99.55

Exhibit 99.55

West Fraser and Norbord Announce Shareholder Approval of West Fraser’s Acquisition of Norbord and Joint Earnings Call on 2020 West Fraser and Norbord Standalone Results

VANCOUVER, BC and TORONTO, ON, Jan. 19, 2021 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser”) (TSX: WFT) and Norbord Inc. (“Norbord”) (TSX and NYSE: OSB) today jointly announce that the shareholders of each of West Fraser and Norbord have approved all resolutions relating to West Fraser’s acquisition (the “Transaction”) of all of the issued and outstanding common shares of Norbord (the “Norbord Shares”).

West Fraser Meeting Results

At the special meeting (the “West Fraser Meeting”) of the holders of common shares (“West Fraser Shares”) and Class B common shares of West Fraser (collectively, the “West Fraser Shareholders”) held on January 19, 2021, the West Fraser Shareholders approved: (i) the ordinary resolution (the “Share Issuance Resolution”) to issue such number of West Fraser Shares as is necessary to acquire 100% of the issued and outstanding Norbord Shares; and (ii) the ordinary resolution (the “Stock Option Plan Amendment Resolution”) to approve an amendment to West Fraser’s stock option plan (the “West Fraser Stock Option Plan”) to permit an additional 1,000,000 West Fraser shares to be issued on the exercise of options granted pursuant to the West Fraser Stock Option Plan. Detailed results of the votes cast by West Fraser Shareholders are as follows:

Resolutions	Votes For		%For		Votes Against		% Against
Share Issuance Resolution		60,748,125		99.99		6,478		0.01
Stock Option Plan Amendment Resolution		59,362,914		97.71		1,391,689		2.29

Norbord Meeting Results

At the special meeting (the “Norbord Meeting”) of the holders of Norbord Shares (the “Norbord Shareholders”) held on January 19, 2021, the Norbord Shareholders approved the special resolution (the “Arrangement Resolution”) to approve the plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which West Fraser would acquire all of the issued and outstanding Norbord Shares. Detailed results of the votes cast by Norbord Shareholders are as follows:

Resolution	Votes for		%For		Votes Against		% Against
Arrangement Resolution		68,286,087		99.33		459,864		0.67

Status of Closing Conditions

Norbord is scheduled to seek a final order (the “Final Order”) from the Ontario Superior Court of Justice (Commercial List) approving the Transaction on January 22, 2021.

West Fraser and Norbord each submitted pre-merger notification notices pursuant to the Competition Act (Canada) (the “Competition Act”) and, on January 12, 2021, the Commissioner of Competition issued a “no action” letter (“NAL”) in respect of the Transaction. The expiry of the applicable waiting period under the Competition Act and receipt of the NAL constitute Competition Act approval under the arrangement agreement in respect of the Transaction. As disclosed in West Fraser’s and Norbord’s news release of December 21, 2020, competition approvals in the United States and Germany were received on December 18, 2020 and December 21, 2020, respectively. Accordingly, all of the key regulatory approvals have now been received, satisfying one of the closing conditions of the Transaction.

Completion of the Transaction is subject to the satisfaction or waiver of other closing conditions, including the receipt of the Final Order and approval of the listing of the West Fraser Shares on the New York Stock Exchange (“NYSE”). Assuming that the remaining conditions to closing are satisfied, it is expected that the closing of the Transaction will be completed on February 1, 2021. On completion of the Transaction, it is anticipated that the West Fraser Shares will be listed and trading on the NYSE, in addition to continuing to trade on the Toronto Stock Exchange (“TSX”), and the Norbord Shares will be delisted from the TSX and the NYSE following completion.

Enclosed with the management proxy circular of Norbord (the “Norbord Circular”), dated December 15, 2020 and sent to Norbord Shareholders in connection with the Transaction, was a letter of transmittal explaining how registered Norbord Shareholders can submit their Norbord Shares in order to receive West Fraser Shares. Norbord Shareholders who have questions or require assistance with submitting their Norbord Shares may direct their questions to AST Trust Company (Canada), by telephone at (416) 682-3860 or (toll free in North America) at 1 (800) 387-0825, or by email at inquiries@astfinancial.com.

Joint Earnings Call for 2020 West Fraser and Norbord Standalone Results

West Fraser’s and Norbord’s standalone 2020 fourth quarter and annual financial and operating results will each be released after markets close on February 11, 2021.

Representatives of West Fraser and Norbord will hold a joint earnings call to discuss both West Fraser’s and Norbord’s 2020 fourth quarter and annual financial and operating results on Friday, February 12, 2021 at 8:30 a.m. Pacific Time/11:30 a.m. Eastern Time.

To participate in the call, please dial: 1-888-390-0605 (Toll-free North America) or (416) 764-8609 (Toll number) or connect on the webcast.

Please let the operator know you wish to participate in the joint West Fraser and Norbord earnings call chaired by Mr. Ray Ferris, President and Chief Executive Officer of West Fraser.

Following management’s discussion of the quarterly and annual results, investors and the analyst community will be invited to ask questions.

The call will be recorded for webcasting purposes and will be available on the West Fraser website at www.westfraser.com and on the Norbord website at www.norbord.com.

FOR MORE INFORMATION

West Fraser investors:

Chris Virostek, Vice-President, Finance and Chief Financial Officer

(604) 895-2700

West Fraser media:

Tara Knight, Communications

(604) 895-2773

Norbord investors:

Robert B. Winslow, CFA, Vice President, Investor Relations & Corporate Development

(416) 777-4426

investors@norbord.com

(416) 643-8838

investors@norbord.com

WEST FRASER PROFILE

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals, and energy with facilities in western Canada and the southern United States. West Fraser Shares currently trade on the TSX under the symbol: “WFT”.

NORBORD PROFILE

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $2.1 billion and employs approximately 2,400 people at 17 plant locations (15 operating) in the United States, Canada and Europe. Norbord is a publicly traded company listed on the TSX and the NYSE under the symbol “OSB”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

Certain of the statements and information in this news release constitute “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things:

• the timing of, and Norbord’s ability to obtain, the Final Order;

• the satisfaction or waiver of all closing conditions to the Transaction;

• the anticipated date of closing of the Transaction; and

• the listing of the West Fraser Shares on the NYSE and the delisting of the Norbord Shares from the TSX and the NYSE.

These forward-looking statements and information reflect West Fraser’s and Norbord’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by West Fraser and Norbord, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. West Fraser and Norbord caution readers that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and West Fraser and Norbord have made assumptions and estimates based on or related to many of these factors. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements and information are the following:

• the timing of, and ability to consummate, the Transaction;

• the ability of West Fraser and Norbord to obtain all necessary approvals, including the Final Order;

• the ability of West Fraser and Norbord to satisfy all other conditions to the consummation of the Transaction on the proposed terms and timeline;

• changes in general economic, business and political conditions, including changes in the financial markets; and

• changes in applicable laws.

Certain of these factors are identified under the captions “Risk Factors Relating to the Arrangement and West Fraser” in the management information circular of West Fraser (the “West Fraser Circular”), dated December 15, 2020 and sent to West Fraser Shareholders in connection with the Transaction and “Risks Relating to the Arrangement and the Combined Company” in the Norbord Circular, and in West Fraser’s and Norbord’s most recent Annual Information Forms filed with Canadian securities regulatory authorities. See also the cautionary statements contained in the “Forward-Looking Statements” sections of the West Fraser Circular and the Norbord Circular, West Fraser’s 2019 Management’s Discussion and Analysis (“MD&A”) dated February 11, 2020 and Q3 2020 MD&A dated October 26, 2020 and Norbord’s 2019 MD&A dated February 4, 2020 and Q3 2020 MD&A dated November 4, 2020. Although West Fraser and Norbord have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors are cautioned against undue reliance on forward-looking statements or information. Forward-looking statements and information are designed to help readers understand management’s current views of the company’s near and longer term prospects and may not be appropriate for other purposes. West Fraser and Norbord do not intend, nor do they assume any obligation, to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.

U.S. Securities Matters

None of the securities to be issued in connection with the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. The West Fraser Shares to be issued in connection with the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

View original content:

http://www.prnewswire.com/news-releases/west-fraser-and-norbord-announce-shareholder-approval-of-west-frasers-acquisition-of-norbord-and-joint-earnings-call-

SOURCE West Fraser Timber Co. Ltd.

View original content: http://www.newswire.ca/en/releases/archive/January2021/19/c9533.html

%SEDAR: 00002660E

CO: West Fraser Timber Co. Ltd.

CNW 19:39e 19-JAN-21

EX-99.56

Exhibit 99.56

SPECIAL MEETING OF THE SHAREHOLDERS OF

WEST FRASER TIMBER CO. LTD.

(“West Fraser” or the “Company”)

Tuesday, January 19, 2021 — 11 a.m. (Pacific Time)

Vancouver, British Columbia

Voting Results

This report on the voting results of the special meeting of shareholders of West Fraser is made in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations.

The management of West Fraser recommended that shareholders vote FOR the matters listed below.

1. Share Issuance Resolution

The ordinary resolution to issue such number of common shares of West Fraser (“West Fraser Shares”) as is necessary to acquire 100% of the issued and outstanding common shares of Norbord Inc.:

Resolution	Votes For		% For		Votes Against		% Against
Share Issuance Resolution		60,748,125		99.99		6,478		0.01

2. Stock Option Plan Amendment Resolution

The ordinary resolution to approve an amendment to West Fraser’s stock option plan (the “Stock Option Plan”) to permit an additional 1,000,000 West Fraser Shares to be issued on the exercise of options granted pursuant to the West Fraser Stock Option Plan:

Resolution	Votes For		% For		Votes Against		% Against
Stock Option Plan Amendment Resolution		59,362,914		97.71		1,391,689		2.29

EX-99.57

Exhibit 99.57

Norbord Obtains Final Court Approval of the Plan of Arrangement and West Fraser Obtains Conditional NYSE Listing Approval

VANCOUVER, BC and TORONTO, ON, Jan. 22, 2021 /CNW/ - West Fraser Timber Co. Ltd. (“West Fraser”) (TSX: WFT) and Norbord Inc. (“Norbord”) (TSX: OSB) (NYSE: OSB) today jointly announce that Norbord has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously–announced plan of arrangement whereby West Fraser will acquire all of the outstanding common shares (the “Norbord Shares”) of Norbord (the “Transaction”). Pursuant to the Transaction, Norbord shareholders will receive 0.675 (the “Exchange Ratio”) of a West Fraser common share (“West Fraser Share”) for each Norbord Share held.

Receipt of the final order follows receipt of the key regulatory approvals in respect of the Transaction and Norbord’s special meeting of shareholders held on January 19, 2021, where the Transaction was overwhelmingly approved by 99.33% of the votes cast by Norbord shareholders. West Fraser’s special meeting of shareholders also took place on January 19, 2021, where the issuance of West Fraser Shares in connection with the Transaction was approved by 99.99% of votes cast by West Fraser shareholders.

West Fraser and Norbord anticipate that the Transaction will close on February 1, 2021, subject to the satisfaction of customary closing conditions.

Listing of West Fraser Shares on NYSE

West Fraser has also received clearance from the New York Stock Exchange (“NYSE”) for the listing of the West Fraser Shares subject to satisfaction of customary listing conditions. The West Fraser Shares are expected to be listed on the NYSE shortly following closing under the stock symbol of “WFG”, at which time the Norbord Shares will be delisted from the NYSE. West Fraser and Norbord plan to issue a further news release prior to closing confirming the NYSE listing and delisting dates when finalized.

The Norbord Shares are expected to be delisted from the Toronto Stock Exchange (“TSX”) after markets close on February 2, 2021.

Termination of Norbord Dividend Reinvestment Plan

Norbord’s dividend reinvestment plan (the “DRIP”) will automatically terminate upon closing of the Transaction. All whole Norbord Shares held on behalf of participants under the DRIP will be entitled to West Fraser Shares in accordance with the Exchange Ratio upon closing of the Transaction. Entitlements to a fraction of a Norbord Share under the DRIP will be converted to cash and paid to participants in accordance with the terms of the DRIP. Participants who submit a valid letter of transmittal to AST Trust Company (Canada) for their Norbord Shares will also receive any West Fraser Shares they are entitled to in connection with their Norbord Shares held under the DRIP. Participants seeking further information with respect to their entitlements under the DRIP may contact the plan agent under the DRIP, AST Trust Company (Canada).

FOR MORE INFORMATION

West Fraser investors:

Chris Virostek, Vice-President, Finance and Chef Financial Officer

(604) 895-2700

West Fraser media:

Tara Knight, Communications

(604) 895-2773

Norbord investors:

Robert B. Winslow, CFA, Vice President, Investor Relations & Corporate Development

(416) 777-4426

investors@norbord.com

Norbord media:

Heather Colpitts, Director, Corporate Affairs

(416) 643-8838

investors@norbord.com

WEST FRASER PROFILE

West Fraser is a diversified wood products company producing lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other residuals, and energy with facilities in western Canada and the southern United States. West Fraser Shares currently trade on the TSX under the symbol: “WFT”.

NORBORD PROFILE

Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately $2.1 billion and employs approximately 2,400 people at 17 plant locations (15 operating) in the United States, Canada and Europe. Norbord is a publicly traded company listed on the TSX and the NYSE under the symbol “OSB”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

Certain of the statements and information in this news release constitute “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things:

• the satisfaction or waiver of all closing conditions to the Transaction;

• the anticipated date of closing of the Transaction;

• the listing of the West Fraser Shares on the NYSE; and

• the delisting of the Norbord Shares from the TSX and the NYSE.

These forward-looking statements and information reflect West Fraser’s and Norbord’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by West Fraser and Norbord, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. West Fraser and Norbord caution readers that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and West Fraser and Norbord have made assumptions and estimates based on or related to many of these factors. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements and information are the following:

• the timing of, and ability to consummate, the Transaction:

• changes in applicable laws.

Certain of these factors are identified under the captions “Risk Factors Relating to the Arrangement and West Fraser” in the management information circular of West Fraser (the “West Fraser Circular”), dated December 15, 2020 and sent to West Fraser shareholders in connection with the Transaction and “Risks Relating to the Arrangement and the Combined Company” in the management information circular of Norbord (the “Norbord Circular”), and in West Fraser’s and Norbord’s most recent Annual information Forms filed with Canadian securities regulatory authorities. See also the cautionary statements contained in the “Forward-Looking Statements” sections of the West Fraser Circular and the Norbord Circular, West Fraser’s 2019 Management’s Discussion and Analysis (“MD&A”) dated February 11, 2020 and Q3 2020 MD&A dated October 26, 2020 and Norbord’s 2019 MD&A dated February 4, 2020 and 03 2020 MD&A dated November 4, 2020. Although West Fraser and Norbord have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors are cautioned against undue reliance on forward-looking statements or information. Forward-looking statements and information are designed to help readers understand management’s current views of the company’s near and longer term prospects and may not be appropriate for other purposes. West Fraser and Norbord do not intend, nor do they assume any obligation, to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.

U.S. Securities Matters

None of the securities to be issued in connection with the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. The West Fraser Shares to be issued in connection with the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

View original content:

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SOURCE West Fraser Timber Co. Ltd.

View original content: http://www newswire ca/en/releases/archive/January2021/22/c2885.html

%SEDAR: 00002660E

CO: West Fraser Timber Co. Ltd.

CNW 20:03e 22-JAN-21