2021 FINNING INTERNATIONAL INC. Management proxy circular Notice of annual and special meeting Welcome to Finningm s 2021 Management Proxy Circular Navigation and Task buttons and Notice of Annual and Special M eetin g. This PDF version of the Circular has been enhanced with navigation and task Close Document buttons to help you navigate through the document and find Search the information you want more quickly. The table of contents, page references and URLs link to pages and sections Print within the document as well as to outside websites. The task Save to Disk buttons provide quick access to search, print, save to disk and view options, but may not work on all browsers or tablets. Two Page View Single Page View Table of Contents Next Page Previous Page Last Page Visited Notice of 2021 annual and special meeting You’re invited to Finning International Inc.’s annual and special meeting of shareholders. When Where Tuesday, May 11, 2021 Virtual meeting via live audio webcast 2:00 p.m. Pacific time online at https://web.lumiagm.com/437627256 and Meeting Materials Rooftop Amenities Room 565 Great Northern Way Vancouver, British Columbia We are using notice and access to deliver meeting-related You’re entitled to receive notice of and to vote at the meeting if you held your materials to registered and non- common shares at the close of business on March 17, 2021 (the record date). registered (beneficial) holders of our common shares. This means This year we are providing shareholders with the opportunity to attend our meeting the management proxy circular in person, subject to limitations mentioned below, or online in a virtual format, which is posted online rather than will be conducted via live webcast in real-time. All shareholders, regardless of being mailed out. geographic location and equity ownership, who held their shares at the close of business on the record date will have an equal opportunity to participate at the Shareholders will still receive by meeting and engage with management. You will need to be connected to the mail a form of proxy or a voting instruction form to vote their internet and comply with all of the requirements to attend the meeting online, which shares, together with a notice are described starting on page 10. explaining how to access the Due to the health authority restrictions in place at the date of this notice and the management proxy circular ongoing public health impact of COVID-19, we will be limited to 15 people attending electronically. the meeting in person. We also reserve the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in The management proxy circular can be viewed on our website relation to the meeting to adhere to health authority restrictions in effect at the time (www.finning.com/governance) of the meeting. Therefore, registered and non-registered shareholders are asked to or on SEDAR (www.sedar.com). participate in the meeting online, rather than attending in person and to vote their shares prior to the meeting by returning their proxy form or voting instruction form, If you would like to receive a voting online or using the toll-free telephone number set out on the proxy or voting printed copy, please call instruction form. 1-888-346-6464 and we will send you one free of charge. The management proxy circular prepared for the meeting provides details about the items of business and other important information to help you decide how to vote If you have given us instructions your shares. to send you a printed copy of At the meeting, shareholders will: meeting-related materials, your 1. Receive the consolidated financial statements for the year ended December 31, management proxy circular is 2020 and the auditor’s report attached to this notice. 2. Appoint the auditor and authorize the directors to set the auditor’s fees 3. Participate in our advisory vote on executive pay 4. Confirm and approve amendments to our By-Law No. 1 5. Confirm and approve amendments to our Advance Notice By-Law 6. Elect directors By order of the board of directors, /s/ Dori Assaly Dori Assaly Corporate Secretary Vancouver, British Columbia March 17, 2021 2021 MANAGEMENT PROXY CIRCULAR 1 Message to shareholders Harold N. Kvisle L. Scott Thomson Board Chair President and Chief Executive Officer Fellow shareholders, On behalf of the board of directors and leadership team of Finning International Inc., we invite you to attend our 2021 annual and special meeting, which will be held on May 11, 2021, Rooftop Amenities Room, 565 Great Northern Way, Vancouver, British Columbia and online beginning at 2:00 p.m. Vancouver, BC time. Under health authority requirements related to the COVID-19 pandemic in place at the time of writing this letter, we are limited to 15 people attending our annual meeting in person. Health authority requirements in effect at the time of the annual meeting may result in different, potentially more restrictive, protocols. We therefore welcome and encourage all shareholders who would like to attend the annual meeting to do so via the live audio webcast. For details on how to participate online, see page 10. We encourage shareholders to vote their shares in advance of the meeting by proxy or to vote virtually at the meeting online. As always, shareholders will vote on the appointment of our auditor and the election of directors, and will be able to participate in an advisory vote on executive compensation. For details on 2020 executive compensation, see page 54. In addition, shareholders will be asked to vote on amendments to our By-Law No. 1 and our Advance Notice By-Law. For details on the by-law amendments, see page 15. This past year, more than any other, reinforced for us the importance of resilience and adaptability. We are proud of our commitment to remain focused on the health and safety of our employees, customers and communities while continuing to provide the service and support our company is known for as we build and power a better world. We believe we demonstrated and continue to prove our ability to remain agile and pivot as change is required, which is not without difficult decisions and learnings along the way. Specifically in 2020, we increased our efforts to embed a safety culture, resulting in positive momentum as we reduced our total injury frequency by 35% compared to 2019 and we continued to educate and motivate our workforce about the importance of building inclusive and respectful teams, through ongoing training and the adoption of our new global respect, inclusion and diversity policy. We continued to provide innovative solutions for our customers, including technology solutions that improve their safety, equipment health and productivity performance, virtual inspections and training, as well as doing our part to transition to a lower carbon economy by enabling cleaner power solutions. Most importantly, we remained focused on people, investing in skilled talent through continued apprenticeship programs, community support efforts and numerous volunteer hours by our own employees, globally, supporting the delivery of STEM outreach programming, all of which will support us on our path to recovery. 2020 was an exceptional execution year. Despite the challenges, we benefited from earlier investments in our digital capabilities and delivered on the commitments we set out at the beginning of the year. We improved our execution in South America, reduced our cost base in Canada, built a strong backlog of projects in the UK, and significantly lowered our finance costs. The combination of employee flexibility, liquidity from our capital markets partners, and government support programs in Canada and the UK have helped protect against significant job losses while positioning our business for a strong recovery. Our investment in technology over the last 5 years allowed us to effectively navigate the pandemic. Solid IT infrastructure has enabled efficient remote work for all employees who can do their work from home. Machine connectivity has been essential to our improved inventory management, and is providing us with a great foundation to grow product support market share in non-mining sectors. Our investment in e-commerce resulted in a significant increase in non-service parts being transacted online, from about 10% in 2016 to over 40% in 2020. We are pleased to share details of our board of director nominees beginning on page 17. All directors currently serving on our board are standing for re-election. We encourage you to read the attached management proxy circular to ensure you are well informed on the items we will ask you to vote on. The challenges we continue to face motivate us to stay grounded in our conviction to control what we can control, staying the course to ensure we will come out a stronger, better company on the other side. Thank you for your ongoing support in 2020 and we look forward to welcoming you to our annual and special meeting May 11, 2021. For more information about Finning, including our online, interactive 2020 Sustainability Report, please visit our website at https://www.finning.com/en_CA/company.html. 2021 MANAGEMENT PROXY CIRCULAR 2 Finning at a glance Finning International Inc. is the world’s largest Caterpillar dealer. We believe in partnering and innovating to build and power a better world. We sell, rent and provide parts and service for equipment and engines to customers in mining, construction, oil and gas, forestry and a wide range of power systems applications. We deliver unrivalled customer service, and are trusted partners in transforming our customers’ performance. We are trusted We are collaborative We are innovative We are passionate Over 85 years old and based in Vancouver, British Columbia, Canada, Finning employed over 11,900 people worldwide as of the end of 2020, and operates in Canada, South America, the United Kingdom and Ireland.