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Printmgr File NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MARCH 25, 2021 DOMTAR.COM Domtar Corporation 234 Kingsley Park Drive Fort Mill, SC, 29715 March 25, 2021 Dear Fellow Stockholders: You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Domtar Corporation, to be held online through a virtual conference at www.meetingcenter.io/289149592 on May 5, 2021 at 7:45 a.m. (ET). Due to the ongoing public health impact of COVID-19 and in order to protect our stockholders, directors, employees and others, and to align with meeting and travel restrictions, we will be holding our annual meeting online again this year. You will be able to attend and participate in the annual meeting by listening to the meeting live, submitting questions and voting your shares. The Notice of Internet Availability of proxy materials provides you with the information on how to access the proxy materials and obtain the details of the business to be conducted at the meeting. Whether or not you are able to attend the online meeting, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy or voting instruction card by telephone or by Internet or, if you have requested to receive a paper copy of the proxy materials, by completing, signing, dating and returning your proxy form in the enclosed envelope. You will find the proxy card or voting instruction card by accessing the Internet websites mentioned on the Notice of Internet Availability and by following the instructions thereon. Domtar’s annual report for 2020 is available by Internet or by mail in accordance with the instructions found on the Notice of Internet Availability, and we urge you to read it carefully. We are honored that you are an owner of Domtar shares, and eager to tell you about our past year and our exciting opportunities ahead. The past year has been an important transitional period in Domtar’s history. The challenges associated with the global pandemic and its impact on the economy, and on Domtar, were unmatched in recent history. Throughout this time, however, Domtar stayed true to the Company’s values of agility, innovation and caring. We adapted and took important steps to optimize our operations, improve our processes and advance our strategic initiatives to position Domtar for a sustainable and successful future. Our well-defined strategy and strong foundation enabled us to make meaningful progress on our strategic initiatives in unusual circumstances. Shortly after the end of the year, we concluded the sale of our Personal Care business following a thorough review of strategic alternatives. We launched our entry to the containerboard market and to becoming a long-term strategic supplier to the packaging industry with the conversion of our Kingsport,Tennessee mill, with a startup expected in 2022. We also announced a $200 million cost reduction program, which we remain on track to realize by the end of 2021. These initiatives reinforce our focus on building an industry-leading Paper, Pulp and Packaging company to deliver long-term shareholder value and will lead to a more focused and synergistic business portfolio that will position Domtar for long-term success. 2020 Financial Performance We generated a net loss of $127 million ($2.29 per share) and EBITDA before items(1) of $297 million for year 2020. We generated $411 million of operating cash flow and $236 million of free cash flow(1). In Paper, we reduced production and inventories by idling nearly 40% of our capacity during the second quarter. This translated into a permanent reduction of 25% to our corporate-wide paper capacity by year-end. In parallel, we activated our paper transition strategy, which provided us with ready options – supported by rigorous feasibility studies – to realize growth potential in adjacent markets, and we announced in August our entry into the packaging business commencing with the conversion of our Kingsport, Tennessee mill to produce containerboard. In Pulp, we grew volume by 7% in 2020 by converted paper to pulp capacity, also identified in our transition strategy as an attractive use of existing assets. Key end-use markets in tissue, towel and personal care experienced robust demand throughout the year, resulting in strong order books. Despite a persistent trough in the global pricing cycle, the business remained cash flow positive throughout this difficult period as we maintained our focus on customer mix and differentiating our value proposition to improve margins. 2020 Stockholder Engagement Like most other organizations, throughout 2020, Domtar had to manage and navigate the risks posed by the COVID-19 pandemic. We have faced the challenges by embracing new ways of working and decisively taking actions to serve our customers, while caring for the health and safety of our employees. We took various actions to maintain our financial flexibility, and we announced several key strategic initiatives, including a significant cost savings program, capacity reduction, asset repurposing, and agreeing to sell our Personal Care business. We are confident that these actions will position Domtar for a sustainable and successful future and enhance value for all our stakeholders. Our relationship with our stockholders is an integral part of our success. We value your support and are committed to keeping an open dialogue. Consulting with you helps us to better understand your priorities and perspectives. We have benefited over the years from your feedback on our business strategy, executive compensation program, corporate governance, and sustainability initiatives. As in previous years, in addition to regular engagements by our Investor Relations team, and in line with our commitment to effectively engage with our stockholders on an ongoing basis, we reached out to our investors seeking their feedback. Specifically, we contacted our 50 largest stockholders representing approximately 74% of our outstanding shares. Some of these stockholders chose not to have discussions with us, but the discussions we did hold reflected broad-based support for our programs and initiatives. Our Board of Directors and its Human Resources Committee have carefully considered the engagement feedback and, in light of the solid alignment of Domtar’s executive compensation program with its business strategy and market practices, did not make any significant changes to our executive compensation plan design. Sustainability At Domtar, sustainability is a core value rooted in responsibility, efficiency and engagement. It drives us to foster innovation, reduce risks, enhance brand reputation, maximize business success and grow stockholder value. Because our future is rooted in sustainable forestry, we partner with NGO’s, such as the World Wildlife Fund and the Rainforest Alliance, to conserve biodiversity and to ensure transparency in our sustainability progress and goals. We empower landowners to ensure the health of forestlands through sustainable forest management, and we align supply chain operations with our sustainability priorities. We strive to continually minimize the environmental impact of our activities by reducing waste, water use, and greenhouse gas emissions. We couple that with efficient utilization of renewable energy resources to power our mills, and we reuse or recycle byproducts from the manufacture of our fiber-based products. Additionally, we invest in our communities to enhance health and wellness, literacy and sustainability, both financially and by engaging employees in meaningful volunteer opportunities. Domtar’s sustainability culture is reinforced through the guidance of our cross-functional Sustainability Committee, which informs our Board of Directors. This committee brings together leaders from governance, product development, manufacturing, supply chain, sales, investors relations and communications to develop a longer-term view of how our operations and products are connected to emerging opportunities and risks in the world around us. In today’s world, the terms sustainability, corporate social responsibility (CSR) and Environmental, Social and Governance (ESG) factors are used interchangeably to describe how a company manages risks and opportunities and drives value for stakeholders in the face of complicated environmental and socioeconomic challenges. Addressing, tracking and reporting on these factors is not required, but Domtar chooses to voluntarily share our progress at integrating ESG factors into our long-term business strategies. We believe this helps us drive operational excellence, resiliency and our ability to serve our stakeholders and society through good corporate governance. Conclusion We value your support and are committed to keeping an open dialogue with our stockholders. Please reach out with any questions on these matters c/o Domtar Assistant Corporate Secretary, at the following email address: [email protected]. Sincerely, Robert E. Apple John D. Williams Chairman of the Board President and Chief Executive Officer (1) EBITDA before items and free cash flow are non-GAAP financial measures. Please refer to the Reconciliation of non-GAAP Measures on page 64 of this Proxy Statement. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF DOMTAR CORPORATION Time: Wednesday, May 5, 2021, 7:45 a.m. (ET) Place: There will be no in-person Annual Meeting. The meeting will be held virtually over the internet Meeting Access: Virtual Stockholder Meeting: www.meetingcenter.io/289149592 Meeting password: UFS2021 Please
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