Wajax 2019 Annual Report With over 160 years of experience offering world-class brands, unwavering customer support and technical expertise for multiple industries, Wajax is able to provide solutions that help our customers get more done – efficiently and effectively. Contents Wajax at a Glance 1 Message from the Chairman 18 Consolidated Statements Message to Shareholders 2 Management’s Discussion and Analysis 19 of Comprehensive Income 43 Serving Our Customers Coast to Coast 4 Management’s Responsibility Consolidated Statements Driving Our Strategy 6 for Financial Reporting 40 of Changes in Shareholders’ Equity 44 Engineered Repair Services (ERS) 7 Independent Auditors’ Report 40 Consolidated Statements of Cash Flows 45 Investing in Our People 8 Consolidated Statements Notes to Consolidated Financial Statements 46 Investing in Our Customers 10 of Financial Position 42 Corporate Information 66 Driving Sustainable Growth 14 Consolidated Statements of Earnings 43 Locations Wajax at a Glance Financial Highlights (in millions of Canadian dollars, except leverage ratio, share and per share data) For the years ended December 31 2019 2018 Revenue $ 1,553.0 $ 1,481.6 Net earnings 39.5 35.9 Adjusted net earnings(1) 41.9 39.9 Funded net debt (1) 276.5 222.0 Shareholders’ equity 316.8 297.0 Basic earnings per share 1.98 1.82 Adjusted basic earnings per share(1) 2.10 2.02 Cash dividends declared per share 1.00 1.00 Leverage ratio(1) 2.60 2.45 Weighted average number of shares outstanding(4) 19,998,656 19,686,075 Year-Over-Year Revenue by Category (2) ($ millions) Revenue by End Market (3) Targeted Growth 228.1 Construction 273.2 163.9 Material Handling 143.7 156.3 Engineered Repair Services (ERS) 88.1 For the twelve months ended December 31 2019 2018 Core Strength n Construction 15% 19% n Mining 15% 16% 366.6 n Forestry 14% 14% Industrial Parts n Industrial/Commercial 11% 11% 361.7 n Oil Sands 11% 9% n Transportation 9% 9% 163.4 Forestry n Metal Processing 7% 6% 136.4 n Government and Utilities 7% 4% n Oil and Gas 3% 4% 97.9 n Other 8% 8% On-Highway 104.1 ($ millions) ($ millions) 100.2 Revenue Sources Revenue by Region Power/Marine 95.8 Cyclical / Major Growth Opportunities 170.3 Mining 164.5 84.1 Engines/Transmissions 92.1 For the twelve months % For the twelve months % 29.1 Crane/Utility ended December 31 2019 2018 change ended December 31 2019 2018 change 25.5 n Equipment $ 523.9 $ 542.8 (3)% n Western Canada $ 623.6 $ 653.1 (5)% n Industrial Parts 366.6 361.7 1% n Central Canada n Product Support 476.1 457.6 4% (Ontario) 311.1 324.3 (4)% n n Eastern Canada* 618.3 504.2 23% 2019 2018 Rental 36.9 34.9 6% n ERS 149.6 84.6 77% $ 1,553.0 $ 1,481.6 5% $ 1,553.0 $ 1,481.6 5% *Includes Quebec and the Atlantic provinces. Forward-Looking Statements and Information This Annual Report, including the accompanying Management’s Discussion and Analysis, includes forward-looking statements and information that is based on Wajax’s current beliefs, expectations, estimates and assumptions in light of information currently available. Actual results, performance and achievements may differ materially from those anticipated or implied in such forward-looking statements or information. Please see page 38 for a discussion of the risks and uncertainties related to such statements and information. (1) These measures do not have standardized meaning prescribed by GAAP. See Management’s Discussion and Analysis, page 38. (2) Category revenue includes all applicable equipment, parts, service and rentals. Consolidated categories may not match total revenue due to rounding, and exclusion of head office and eliminations. (3) End markets are based on the North American Industry Classification System (NAICS). (4) Weighted average number of shares outstanding is net of shares held in trust. Wajax 2019 Annual Report 1 Message to Shareholders “Together We Get More Done” is the essence of our company. Wajax’s strategy is based on a strong foundation, clear growth plans and investments in our business; all working together to give our customers and our employees a consistently excellent experience. Our strategy is transforming Wajax from its legacy as a group of decentralized product- centric distribution businesses to a unified industrial services provider which leverages market-leading product and service breadth and a superb team to set a new standard for what customers can expect. 2019 Record year for The Wajax team performed exceptionally well in 2019, delivering adjusted net earnings workplace safety of $41.9 million, an increase of 5% on record revenue of $1.55 billion, also up 5%. 2019 was another record year for workplace safety with a TRIF rate of 0.93 resulting from an 8% reduction in recordable injuries.(1) TRIF(1) Efforts to regionally balance revenue paid dividends in 2019. Revenue of $618 million 0.93 in eastern Canada grew 23%, offsetting weakness in western Canada where revenue of $624 million declined 5% under progressively more difficult conditions. Central Canada revenue of $311 million declined 4% due to the loss of a road-building distribution agreement. Net of that, revenue in central Canada was up 2%. Recordable Incidents While we are satisfied with the results given the challenging market conditions, we had higher expectations as we entered the year. Weakness related to the western Canada 85 market and a 14% reduction in demand for construction equipment nationally were the principal drivers in lower than planned earnings and elevated inventory.(2) 52 We are very pleased with the significant progress made in 2019 on our infrastructure 35 initiatives. These programs are designed to improve Wajax’s customer service capabilities, 26 24 operational consistency and cost efficiency. We completed an extensive pilot of our new ERP system and made excellent progress with the testing of our Customer Support Centres. Organizationally, we completed the centralization of our Finance function and 2015 2016 2017 2018 2019 realigned the management of our regional sales and operations teams. In addition to the benefits of a simpler organization, the realignment is estimated to save $5 million pre-tax annually starting in 2020. Revenue ($ millions) Engineered Repair Services (ERS) was an important contributor to our growth in 2019. Revenue of $156 million (up $68 million or 77%) resulted from the combination of our legacy ERS business and the first full year of operation of Groupe Delom, which we acquired 1,481.6 1,553.0 in October 2018. ERS is an important competitive differentiator, especially to our large 1,318.7 1,273.3 1,221.9 customers. It encompasses a wide range of services to meet the engineering, repair, fabrication, maintenance and reliability needs of our industrial and resource customers in their fixed-plant operations. Adding to our scale in this business, we announced the acquisition of NorthPoint Technical Services in January 2020. NorthPoint brings a complimentary branch network, a skilled electro-mechanical repair workforce and additional revenue of approximately $49 million.(3) 2015 2016 2017 2018 2019 2019 also included steps to ensure that the company has the financial flexibility that it requires to grow. Among the actions taken in the year, our $400 million bank credit facility was extended through October 2024 and we completed a public offering of senior unsecured debentures, maturing January 2025, with net proceeds of $54 million which were applied to our credit facilities. In addition, Wajax began a real estate monetization program for selected owned properties. Combined with working capital management balanced to current market conditions, these activities are expected to reduce leverage to our target range in support of the base business and to provide flexible access to capital for our acquisition program. (1) Total Recordable Injury Frequency (2) Based on the demand for construction class excavators in Wajax addressable markets. 2 Wajax 2019 Annual Report (3) Trailing Twelve Month (TTM) revenue of NorthPoint Technical Services to December 31, 2019. Wajax Strategy . Information systems . Integrated company . Training Clear Expectations . Customer and Strong Foundation provides a strong platform Branch network for growth and consistent for Organic Growth . Sales and Marketing Team Engagement level of customer service and Acquisitions . Customer Support Centres . National branch network . 5-year plan Delivering the best . Broad range of products . Focus on investing in experience for and services more stable categories our customers . Strong manufacturer One Wajax with growth opportunities Investments in and teams. relationships Organization . Well-defined CDN/U.S. Our Business . Diverse market expertise acquisition objectives 2020 Basic Net Earnings ($ millions) Our plans are based on an expectation that the more challenging market conditions that emerged in 2019 will continue in 2020 resulting in pressure on capital equipment demand. 39.5 Equipment utilization rates, however, are expected to be generally stable on a full year basis 35.9 which will support parts and service volumes. Based on manufacturer discussions and 27.4 industry information, market conditions are anticipated to improve later in 2020. 11.0 Our objective for the year is to manage the business and capital conservatively until trends in the market improve. Market-related pressure on consolidated revenue is expected to be at least partially offset by the addition of NorthPoint, higher industrial parts volumes (11.0) and expected mining deliveries in the second half of the year. We have also identified 2015 2016 2017 2018 2019 opportunities to improve gross margins, drive additional cost productivity and to lower finance costs based on reductions in inventory. In our infrastructure programs, we plan to move forward with the implementation of our new Adjusted Net Earnings ($ millions) ERP system beginning in the second quarter.