2015 Management Information Circular Notice of 2015 Annual and Special Meeting RitchieBros.com RITCHIE BROS. AUCTIONEERS INCORPORATED NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO THE SHAREHOLDERS: NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the “Meeting”) of the shareholders of RITCHIE BROS. AUCTIONEERS INCORPORATED (the “Company”) will be held at Ritchie Bros. Auctioneers’ offices at 9500 Glenlyon Parkway, Burnaby, British Columbia, V5J 0C6, on Monday, May 4, 2015 at 11:00 a.m. (Vancouver time), for the following purposes: (1) to receive the financial statements of the Company for the financial year ended December 31, 2014 and the report of the auditors thereon; (2) to elect the directors of the Company to hold office until their successors are elected at the next annual meeting of the Company; (3) to appoint the auditors of the Company to hold office until the next annual meeting of the Company and to authorize the Audit Committee of the Board of Directors to fix the remuneration to be paid to the auditors; (4) to consider, and if deemed appropriate, to pass with or without variation, an ordinary resolution confirming amendments to the Company’s By-Law No. 1 which are reflected in Amended and Restated By-Law No. 1 which has been approved and adopted by the directors of the Company, which amendments: (i) increase the quorum requirement for meetings of shareholders; (ii) eliminate the ability of the chairman of directors’ meetings to have a casting vote; and (iii) add an advance notice provision for nominations of directors by shareholders, the full text of which resolution is set out in the accompanying Information Circular; (5) to consider and, if deemed appropriate, to approve, on an advisory basis, a non-binding advisory resolution accepting the Company’s approach to executive compensation, as more particularly described in the accompanying Information Circular; and (6) to transact such other business as may properly be brought before the Meeting. Further information regarding the matters to be considered at the Meeting is set out in the accompanying Information Circular. The directors of the Company have fixed the close of business on March 20, 2015 as the record date for determining shareholders entitled to receive notice of and to vote at the Meeting. Only registered shareholders of the Company as of March 20, 2015 will be entitled to vote, in person or by proxy, at the Meeting. Shareholders are requested to date, sign and return the accompanying form of proxy for use at the Meeting, whether or not they are able to attend personally. To be effective, forms of proxy must be received by Computershare Trust Company of Canada, Attention Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. Shareholders may also vote on the internet by visiting the website included on the proxy form and following the online voting instructions. All non-registered shareholders who receive these materials through a broker or other intermediary should complete and return the materials in accordance with the instructions provided to them by such broker or intermediary. DATED at Vancouver, British Columbia, as of this 2nd day of April, 2015. By Order of the Board of Directors Darren Watt Corporate Secretary TABLE OF CONTENTS SUMMARY OF RECENT IMPORTANT CORPORATE DEVELOPMENTS 1 PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING 4 PROPOSAL 1: Election of Directors 4 DIRECTOR COMPENSATION 12 Annual Meeting Fees 12 Director Share Ownership Guidelines 12 Non-Executive Director Deferred Share Unit Plan 13 Long-term Incentive Plan for Non-Executive Directors 14 Directors’ Total Compensation 15 Outstanding Share-based Awards 16 Director Share-based Awards-Value Vested or Earned During the Year 17 PROPOSAL 2: Appointment of Auditors 18 PROPOSAL 3: Confirmation of Amendments to By-Law No. 1 19 PROPOSAL 4: Say-on-Pay Advisory Vote 20 STATEMENT OF EXECUTIVE COMPENSATION 22 Summary of Recent Changes in Executive Compensation 22 Composition and Role of the Compensation Committee 24 Compensation Discussion and Analysis 24 Compensation Objectives and Strategy 24 Benchmarking 25 Elements of Executive Compensation 27 Compensation Philosophy 27 New CEO Compensation Arrangements 28 Base Salaries 30 Short-term Incentive Bonus 31 Long-term Incentive Plan – Prior to 2013 32 Long-term Incentive Plan 32 Compensation Risk and Governance 41 Performance Graph 42 Option-based Awards 43 Options Awarded to Chief Executive Officer 45 Stock Option Policy 47 SUMMARY COMPENSATION TABLE 48 INCENTIVE PLAN AWARDS 53 TERMINATION AND CHANGE OF CONTROL BENEFITS 55 REPORT ON CORPORATE GOVERNANCE 59 INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS 66 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 67 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 67 VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 67 GENERAL PROXY INFORMATION 68 NORMAL COURSE ISSUER BID 70 ADDITIONAL INFORMATION 71 RITCHIE BROS. AUCTIONEERS INCORPORATED ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS INFORMATION CIRCULAR Unless otherwise provided the information herein is given as of March 10, 2015 and dollar amounts are presented in U.S. dollars. Solicitation of Proxies This Information Circular is being furnished to the shareholders of the Company in connection with the solicitation of proxies for use at the Annual and Special Meeting to be held on May 4, 2015 (the “Meeting”) by management of the Company. The solicitation will be primarily by mail; however, proxies may also be solicited personally or by telephone by the directors, officers or employees of the Company. The Company may also pay brokers or other persons holding common shares of the Company (the “Common Shares”) in their own names or in the names of nominees for their reasonable expenses of sending proxies and proxy materials to beneficial shareholders for the purposes of obtaining their proxies. The costs of this solicitation are being borne by the Company. SUMMARY OF RECENT IMPORTANT CORPORATE DEVELOPMENTS The following paragraphs contain a summary of certain of the Company’s key developments for 2014. Please refer to the remainder of the document for additional information with respect to certain of these developments. New Chief Executive Officer – Ravichandra Saligram In late 2013, Peter Blake, formerly the Company’s Chief Executive Officer, announced his intention to resign and, in connection therewith, in October 2013 the board of directors of the Company (the “Board”) formed the following two temporary committees: (i) a CEO Search Committee for the purpose of overseeing the identification and hiring of a new Chief Executive Officer to replace Mr. Blake. The committee determined the skills needed in a Chief Executive Officer, searched for and assessed candidates, and recommended the final candidate to the Board for final approval. The CEO Search Committee was discontinued once Ravichandra Saligram was appointed as Chief Executive Officer in July of 2014; and (ii) a Transition Committee was formed to oversee the Company’s ongoing strategic plans as the Company completed its search for a new Chief Executive Officer. The Committee met twice in 2013 and did not meet in 2014. In July 2014, Peter Blake ceased to be both the Chief Executive Office and a director. Following the completion of a rigorous search process, in July 2014, the Company appointed Mr. Saligram as the new Chief Executive Officer. Pursuant to the terms of Mr. Saligram’s employment contract, Mr. Saligram was also appointed as a member of the Board. Mr. Saligram’s 35-year professional career includes three years as President and Chief Executive Officer of OfficeMax and more than 20 years of general management experience at ARAMARK, Intercontinental Hotels Group, and SC Johnson. 1 Mr. Saligram’s employment agreement includes provision for the following: (i) agreement that Mr. Saligram would be appointed as a member of the Board and be nominated to continue as a director at each annual meeting of shareholders during the term of his employment; (ii) Chief Executive Officer (“CEO”) share ownership guidelines that are based on five times base salary; (iii) securities holding requirements which include requiring holdings post termination of employment; (iv) Change of Control provisions that require a “double-trigger” for any accelerated vesting of securities granted pursuant to long-term incentive grants; and (v) agreement to be bound by any Clawback or recoupment policy of the Company allowing recovery of incentive compensation previously paid or payable to him in cases of misconduct or material financial misstatement. For further information regarding Mr. Saligram’s employment agreement and the compensation agreed to be paid to Mr. Saligram, see “Compensation for Our New CEO” on page 23 and “New CEO Compensation Arrangements” on page 28. Chair of the Board Beverley Briscoe, previously Deputy Chair of the Board, was appointed as Chair of the Board of Directors on June 30, 2014, replacing Robert Murdoch, who reached the mandatory retirement age prescribed by the Company’s Corporate Governance Guidelines and retired as a director at the end of 2014. Majority Voting Policy Prior to the 2014 annual general meeting of shareholders, the Company adopted a majority voting policy for election of directors that applies to any uncontested election of directors (see “Majority Voting Policy” on page