TRIMAC TRANSPORTATION LTD. INFORMATION CIRCULAR MARCH 30, 2015

This management information circular (the “Information Circular”) is being furnished to the holders of class A common shares (the “Shares” or “Class A Shares”) in the capital of Trimac Transportation Ltd. (the “Corporation”) in connection with the solicitation by management of proxies for the annual meeting (the “Meeting”) of holders of Shares (the “Shareholders”) called for the purposes set forth in the accompanying Notice of Annual Meeting (the “Notice”), to be held at 3215 – 12 Street N.E., Calgary, Alberta on May 8, 2015 at 2:00 p.m. (Calgary time) (or any adjournment thereof). Unless otherwise specified, all information contained herein is given as of March 13, 2015.

It is expected that the solicitation of proxies will be primarily by mail, however officers of the Corporation may solicit proxies by telephone, telecopier, email or in person. The costs of solicitation by management will be borne by the Corporation.

PROXY SOLICITATION AND VOTING

Appointment and Revocation of Proxies and Voting of Proxies

The information in this section is only relevant to Shareholders who are registered on the books of the Corporation as the holders of Shares.

Jeffrey J. McCaig, one of the persons named in the enclosed form of proxy, is a director and officer of the Corporation and Edward V. Malysa, the other person named in the enclosed form of proxy, is an officer of the Corporation. Each of them has indicated their willingness to represent as proxy the Shareholders who appoint them. A Shareholder has the right to appoint a nominee other than the persons designated in the enclosed form of proxy to represent the Shareholder at the Meeting by inserting the name of the Shareholder’s chosen nominee (who need not be a Shareholder) in the space provided for that purpose on the form of proxy or by completing another proper form of proxy. Any such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy and instruct the nominee on how to vote. In any case, the form of proxy should be dated and executed by the Shareholder or the Shareholder’s attorney authorized in writing, a copy of which authorization should accompany the proxy.

A proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and deposited with Computershare Investor Services, Attention: Proxy Department, 8th floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the commencement of the Meeting or if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) before the commencement of the reconvened Meeting. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion and the Chair of the Meeting is under no obligation to accept or reject any late proxy. The Chair of the Meeting may waive or extend the proxy cut-off without notice.

In addition to revocation in any other manner permitted by law, a Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing and deposited either at the office of the Corporation at 3215 – 12 Street N.E., Calgary, Alberta, T2E 7S9 at any time up to 48 hours prior to the commencement of the Meeting or if the Meeting is adjourned, 48 hours (excluding Saturday, Sunday and statutory holidays) before the commencement of the reconvened

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Meeting, or with the Chairman of the Meeting on the day of the Meeting, or any reconvened Meeting following the adjournment thereof, at which the proxy is to be used.

Each Shareholder may instruct the Shareholder’s proxy how to vote by completing the blanks on the form of proxy. Shares represented by a properly executed proxy in favour of the persons designated on the enclosed proxy will be voted in accordance with the instructions made on the proxy on any ballot that may be called for and, if a Shareholder specifies a choice as to any matters to be acted upon, such Shareholder’s Shares shall be voted accordingly. In the absence of such instructions, such Shares WILL BE VOTED IN FAVOUR OF ALL MATTERS IDENTIFIED IN THE NOTICE ACCOMPANYING THIS INFORMATION CIRCULAR.

When duly completed and validly executed by a Shareholder, the proxy will confer discretionary authority upon the person(s) named therein with respect to amendments and variations to matters identified in the Notice and with respect to any other matters which may properly come before the Meeting. The Shares represented by the proxy will be voted on such matters in accordance with the best judgment of the person voting such Shares. At the time of printing this Information Circular, the directors and officers of the Corporation know of no such amendments, variations or other matters to come before the Meeting.

Advice to Beneficial Holders of Shares

The information set forth in this section is of significant importance to beneficial Shareholders, as all outstanding Shares are registered in the name of CDS & Co., the registration name for The Canadian Depository for Securities. Shareholders who are not registered on the books of the Corporation as the holders of Shares (“Beneficial Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records of the registrar and transfer agent for the Corporation as the registered holder of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those Shares will not be registered in the Shareholder’s name on the records of the Corporation. Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting Shares for their clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person. The Corporation does not know for whose benefit the Shares registered in the name of CDS & Co. are held.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of the Meeting. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a beneficial securityholder by its broker is identical to the form of proxy provided to registered securityholders; however, its purpose is limited to instructing the registered securityholder how to vote on behalf of the beneficial securityholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a scannable voting instruction form to these clients which is to be returned to Broadridge by mail or facsimile. Beneficial Shareholders will receive such a communication from Broadridge in connection with the Meeting. Alternatively, a Beneficial Shareholder can call a toll-free telephone number or access the internet to vote the Shares held by the Beneficial Shareholder at the Meeting. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form cannot use that voting instruction form to vote their Shares directly at the Meeting as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Shares voted.

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Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of the Beneficial Shareholder's broker or other intermediary, the Beneficial Shareholder may attend the Meeting as a proxyholder for the registered holder and vote the Beneficial Shareholder's Shares in that capacity. If a Beneficial Shareholder wishes to attend the Meeting and vote their Shares, they must do so as proxyholder for the registered holder. To do this, the Beneficial Shareholder should enter their own name in the blank space on the applicable voting form provided and return the document to their broker or other intermediary (or the agent of such broker or other intermediary) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Principal Holders and Record Date

As of March 13, 2015, there were 28,092,051 Shares outstanding on a non-diluted basis. Each Share entitles the holder to one vote on all matters to be acted upon at the Meeting. The directors of the Corporation (the “Directors”) have fixed the close of business on March 20, 2015 as the date for determining holders of Shares entitled to receive notice of and to vote at the Meeting (the “Record Date”). For the purposes of this section, unless otherwise specified, the number of Shares and percentages reported herein are disclosed on a non-diluted basis.

To the knowledge of the Directors and executive officers of the Corporation, no person, firm, corporation or other entity beneficially owns, or exercises control or direction over, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation, except for:

Notes:

(1) Trimac Holdings Ltd. (“Trimac Holdings”) and a wholly-owned subsidiary of Trimac Holdings (Trimac Holdings and such whollyowned subsidiary of Trimac Holdings are referred to herein as “THL”) are the holders of 15,836,777 Shares. Trimac Holdings is indirectly controlled by Jeffrey J. McCaig. While THL is the holder of such Shares, THL does not exercise control or direction over any such Shares. Jeffrey J. McCaig is the indirect beneficial owner of, or exercises control or direction over, 11,664,154 Shares held by THL. Control or direction over the remaining Shares held by THL is exercised by shareholders of Trimac Holdings other than Jeffrey J. McCaig.

(2) Applicable securities laws deem Jeffrey J. McCaig to be the beneficial owner of all Shares that are beneficially owned by any issuer controlled by Jeffrey J. McCaig or by an affiliate of such issuer. Trimac Holdings is indirectly controlled by Jeffrey J. McCaig. While THL holds such Shares, THL does not exercise control or direction over any such Shares. Jeffrey J. McCaig is the indirect beneficial owner of, or exercises control or direction over, 11,664,154 Shares held by THL. Jeffrey J. McCaig is also the indirect beneficial owner of, or exercises control and direction over, 1,049,809 Shares held outside of THL.

(3) On an aggregate basis, both through and outside of THL, Jeffrey J. McCaig is the indirect beneficial owner of, or exercises control or direction over, 12,713,963 Shares representing approximately 45.26% of the outstanding voting securities of the Corporation.

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BUSINESS OF THE MEETING

Financial Statements

The financial statements of the Corporation as at and for the year ended December 31, 2014 and the auditor’s reports thereon, all of which are filed on SEDAR, will be placed before Shareholders at the Meeting. No formal action will be taken at the Meeting to approve such financial statements.

Election of Directors

The articles of incorporation of the Corporation provides for a minimum of one and a maximum of twelve directors. The board of directors of the Corporation (the “Board of Directors” or “Board”) currently consists of six directors. At the Meeting, the six individuals listed below will be nominated for election as a director of the Corporation and the election of such directors will be done on an individual basis. Unless otherwise specified, the persons named in the enclosed form of proxy intend to vote for the election of the six nominees whose names are set forth below. Each director will hold office until the next annual meeting of shareholders or until the election of his successor, unless his office is earlier vacated in accordance with the by-laws of the Corporation. All of the persons named in the table below are currently members of the Board of Directors.

The Board of Directors has adopted a policy which provides, in an uncontested election of directors, if any nominee receives a greater number of votes “withheld” than votes “for” his or her election, the nominee shall be considered not to have received the support of the Shareholders, even though duly elected. The policy requires such a director to submit to the Chairman of the Board his or her resignation, to take effect upon acceptance by the Board and upon consideration by the Governance and Compensation Committee. The Governance and Compensation Committee will consider the resignation and the factors associated therewith and will make a recommendation to the Board on how to proceed. The director will not participate in any Board committee or Board deliberations on the resignation offer. The Board will make its decision to accept or reject the resignation within 90 days of the date of the Shareholders’ meeting. In circumstances where the Board accepts such recommendation, the Board may fill the vacancy in accordance with the Corporation’s by-laws and applicable corporate laws.

The name, province and country of residence of each person proposed to be nominated for election as a director, his age, his present principal occupation or employment, the approximate number of Shares of the Corporation beneficially owned by him or over which he exercises control or direction, directly or indirectly, as of March 13, 2015, the period of service as a director of the Corporation, committee memberships, and whether he is independent of the Corporation under applicable securities laws are set forth in the table below.

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Notes:

• (1) Independent from the Corporation in accordance with sections 1.4 and 1.5 of National Instrument 52-110 Audit Committees .

• (2) Member of the audit committee.

• (3) Member of the governance and compensation committee.

• (4) Lead director of the Board of Directors.

• (5) The information as to voting securities beneficially owned or over which control or direction is exercised, directly or indirectly, not being within the knowledge of the Corporation has been furnished by the nominees.

• (6) For a discussion of Jeffrey J. McCaig’s shareholdings, please see “Voting Securities and Principal Holders Thereof – Principal Holders and Record Date” in this Information Circular.

• (7) For the 5 year employment history of the proposed directors, please see “ Directors and Management - Directors of the Corporation ” in the AIF (as defined below), which section is incorporated by reference in this Information Circular.

• (8) Member of the health, safety, security and environment committee.

For information concerning corporate cease trade orders and bankruptcies, personal bankruptcies and penalties and sanctions imposed against the proposed directors, please see “ Directors and Management - Cease Trade Orders, Bankruptcies, Penalties or Sanctions ” in the annual information form of the Corporation dated March 6, 2015 (the “AIF”), which section is incorporated by reference into this Information Circular.

Appointment of Auditors

Shareholders are being asked to vote for the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, Calgary, Alberta, as auditors of the Corporation until the close of the next annual meeting. PricewaterhouseCoopers LLP was first appointed auditors of the Corporation on October 19, 2010, the date on which the Corporation was incorporated. The persons designated in the enclosed form of proxy intend to vote for the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation.

EXECUTIVE COMPENSATION

Executive Compensation Discussion and Analysis

The Corporation was incorporated pursuant to the Business Corporations Act (Alberta) (the “ABCA”) on October 19, 2010. The Corporation was created to participate in an arrangement under the ABCA (the “Arrangement”) and certain other transactions related thereto (together with the Arrangement, the “Conversion”) to convert Trimac Income Fund (the “Fund”) from a trust structure to a corporate structure. On January 1, 2011, pursuant to the Conversion, the Corporation acquired all of the issued and outstanding units of the Fund as well as all of the issued and outstanding

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class A exchangeable shares, class B exchangeable shares and common shares in the capital of Trimac Transportation Services Inc. (“TTSI”). For further information regarding the Conversion, please see the management information circular of the Fund dated November 3, 2010 which is available on SEDAR. The executive compensation disclosure contained in this section for periods ending prior to January 1, 2011 reflect compensation paid to each of the named executive officers described below (the “NEOs”) as executive officers of TTSI and its subsidiaries or affiliates prior to the completion of the Conversion. TTSI is the general partner of Trimac Transportation Services Limited Partnership (“Trimac Transportation”).

The Corporation’s executive compensation policies and practices reflect the following general objectives and principles:

• Total compensation should be sufficient to attract capable executives and to provide appropriate rewards for strong short and long-term performance of the business.

• Base compensation levels, including salaries, benefits, pensions and perquisites should be generally competitive and moderate.

• Annual incentives should provide a meaningful opportunity for additional cash compensation closely linked to short-term financial performance.

• Long-term incentives should be based on criteria that are directly related to value creation and such incentives should be in the form of or equivalent to equity, providing an opportunity for executives to build an equity interest and to align the interests of management and owners.

• Short and long-term incentives combined should provide management with meaningful opportunities for variable compensation and represent a significant portion of total compensation.

• When financial performance is strong, total compensation should exceed levels considered average.

The foregoing policies and practices apply to executive management, including the NEOs. The significant elements of compensation are described below.

Base Salary:

Base salary ranges are established for executive positions based on the level of responsibility of the position, general knowledge of industry, salary levels and internal relativity. Individual salaries take into account the executive’s performance, achievement of annual goals, development in the position and overall value to the organization. Changes in executive salary ranges and in individual executive salaries for executive management are reviewed by the Governance and Compensation Committee (the “Committee”) each year and any changes are approved by the Board of Directors upon the recommendation of the Committee.

Short-Term/Annual Incentive:

The annual or short-term incentive plan of the Corporation (the “STIP”) is based upon the achievement of specific financial objectives set each year. Each year, the STIP is reviewed to ensure alignment with current business needs and key results. There is intended to be a direct relationship between the annual STIP awards and return on assets, earnings or both, with the STIP program being designed to give consideration to both individual and team contributions.

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In 2014, the annual incentive opportunity under the STIP was based upon the return on net assets (“RONA”) and adjusted earnings before tax (“EBT”) achieved by Trimac Transportation and its subsidiaries in 2014. Based upon the actual RONA percentage achieved by Trimac Transportation for 2014, a prescribed percentage of its EBT was paid into the STIP incentive pool. The percentage of EBT which could have been paid into the incentive pool in 2014 ranged from a minimum of 5.0% of EBT paid for RONA achievement of 7.5% or less to a maximum of 8.0% of EBT paid for RONA achievement of 20.5% or higher. The NEOs and other participants in the STIP share in the incentive pool based on points allocated to each participant. The amount of points allocated to each participant is based upon their respective positions and responsibilities with Trimac Transportation and certain of its affiliates.

In 2014, Trimac Transportation achieved a RONA of 13.7% resulting in 6.9% of adjusted EBT being contributed to the incentive pool. The amount of annual incentive under the STIP paid to each NEO is set forth under “Annual incentive plans” in the Summary Compensation Table below.

RONA is a non-GAAP measure and is calculated as operating earnings divided by average assets employed. Average assets employed is calculated by averaging the opening and closing balances of total assets less cash and current liabilities plus current portion of long term debt for the relevant fiscal period.

Long-Term Incentives:

The principal purposes of the Trimac Performance Share Unit Plan (the “PSUP”) are to (a) enhance the Corporation’s ability to attract, retain and motivate key personnel; (b) facilitate ownership of Class A Shares by management; (c) link compensation of management to corporate financial performance; and (d) align the interests of key managers with the interests of Shareholders. Pursuant to the PSUP, participation in the PSUP and the size of individual awards thereunder are at the discretion of the Governance and Compensation Committee.

The PSUP was approved by Shareholders at the annual and special meeting of the Corporation held on April 27, 2011 and implemented effective January 1, 2011. Effective February 29, 2012, the PSUP was amended to remove the ability for a grantee thereunder to elect to receive either 100% of their vested awards in Class A Shares or 70% of their vested awards in Class A Shares and 30% in cash in order to satisfy any tax obligations arising from the vesting of such awards. The amendment now requires that the grantee receive 70% of their vested awards in Class A Shares and 30% in cash in order to satisfy such tax obligations. The amendment was applicable to the 2012 grant under the PSUP as described below but is only applicable to the 2011 awards outstanding if the grantee thereof consents in writing to the application of the amendment to such grants.

For 2014, participants in the PSUP, other than the Chief Executive Officer, received 40% of their share based awards as Time Based Awards and 60% as Performance Based Awards. The Chief Executive Officer received 100% of his share based awards as Performance Based Awards. For 2014, the NEOs were granted a total of 13,400 Time Based Awards and 27,600 Performance Based Awards. The terms of the awards are described below and individual grants are shown in the Summary Compensation Table.

The 2014 Time Based Awards vest over three years at a rate of one third per year, have a term of three years and benefit from the reinvestment of notional dividends paid on the Class A Shares of the Corporation. On any applicable issue date in respect of vested Time Based Awards, subject to the terms and conditions of the PSUP, participants will receive Class A Shares of the Corporation in an amount equal to 70% of the value of the vested Time Based Awards and the remaining 30% in cash.

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The 2014 Performance Based Awards have a term of three years and will vest on January 1, 2017 based upon the total shareholder return on the Class A Shares for the three year period from January 1, 2014 to December 31, 2016 relative to the total shareholder return of the S&P/TSX Capped Industrials Index over the same period. Vesting will commence at 70% of index returns, with full vesting being achieved at 90% of index returns. Additional Class A Shares could be earned by participants for achievement of greater than 90% of index returns to a maximum of 120% of the original number of Performance Based Awards granted. Participants will also benefit from the reinvestment of notional dividends paid on the Class A Shares of the Corporation during the term of the Performance Based Awards. At the end of the term of such Performance Based Awards, subject to the terms and conditions of the PSUP, participants will receive Class A Shares of the Corporation in an amount equal to 70% of the value of the vested Performance Based Awards and the remaining 30% in cash.

Executive Pension Arrangements:

The Senior Executive Retirement Plan is a defined contribution pension plan and is designed to encourage continued service from executives and to contribute towards retirement savings. The Senior Executive Retirement Savings Plan provides for employer contributions ranging from 7.5% to 15% of base salary based upon the length of credited service. The first $24,930 of employer contributions for 2014 was contributed to a registered pension plan and the difference accrued as an unfunded liability that will notionally have the same rate of return as for the Trimac balanced account in the registered pension plan. Total contributions for the named executive officers in both the unfunded and funded accounts are subject to annual contribution limits. Employer contributions made to the registered pension plan are immediately vested and the unfunded benefit is fully vested after ten years of service. The defined contribution pension plan was originally established to contribute to retirement funding through a plan where the costs and contributions were fixed and transparent.

Other Compensation Policies and Practices:

As a general policy, none of the Corporation, TTSI or Trimac Transportation has entered into employment contracts, change of control agreements or agreements providing for termination arrangements with any NEO. Also as a general policy, executives are not provided with supplemental group benefits or post-retirement benefits.

A NEO or director is not prohibited from purchasing a financial instrument designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Compensation Governance:

Compensation philosophy as well as all compensation policies and programs that apply to directors and executive officers are reviewed by the Committee annually and approved by the Board of Directors. As of December 31, 2014, the Committee was comprised of A.B. Zaleski, M.J. Patava and G.A. Romanzin, each of whom are independent directors. All members of the Committee have extensive experience in the establishment and approval of compensation policies in fulfilling responsibilities in current and former roles as Chief Executive Officer, Chief Operating Officer and directors of other corporations.

For the Terms of Reference for the Committee as they relate to compensation matters, please see “Corporate Governance – 7” of this Information Circular.

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Compensation Decision-Making:

In reviewing compensation policies and programs, the Committee considers risks associated with such policies and programs including consistency and alignment with the general policies and practices set forth above. A fundamental objective is that total compensation should be sufficient to attract capable executives and to provide attractive rewards for strong short and long-term performance of the business. The risk of failing to fulfill this objective is a key consideration. In regard to other risks, practices that are used to mitigate or discourage excessive risk-taking or to prevent unintended compensation outcomes include extensive modeling and monitoring of short and long-term incentive plans as well as the use of caps on incentive outcomes where appropriate.

A benchmark group of companies is not used to establish executive compensation levels or to determine individual compensation decisions. From time to time, compensation data bank information available through consulting firms is reviewed to assist in assessing broad competitiveness of executive compensation policies. Generally available annual salary forecast surveys published by consulting firms are also reviewed to assist in setting annual salary policy.

Relationship of Executive Compensation to the Performance Graph:

The alignment of the interests of executives with owners has been a long-term goal of the compensation policies and programs of the Corporation and its predecessors, including the PSUP implemented in 2011. In all of these plans, the value of awards directly matched the dividends or distributions and the change in market value experienced by shareholders or unitholders, as applicable, from the time of the grants to December 31, 2014.

As of December 31, 2014, the NEOs, other than the CEO, in aggregate held, directly or indirectly, or exercised control or direction over an aggregate of approximately 152,665 Class A shares and 95,750 share awards (including Class A Share entitlements arising from the notional cumulative reinvestment of dividends paid on the Class A Shares subject to the awards in 2014).

The trend in the value of equity related compensation described above directly reflects the trend in cumulative shareholder and unitholder return depicted in the performance graph below. Annual incentive opportunities for NEOs have been based on Trimac Transportation’s financial results, which vary from year to year. There is no specific relationship between base salary, pension and other benefits and the cumulative total shareholder return over the five-year period in the performance graph. The aggregate of base salaries and pension benefits for the top five executives increased approximately 5% annually from 2009 to 2014.

Performance Graph

The following graph compares the cumulative total shareholder return on a $100 investment from January 1, 2010 to December 31, 2014. For the period from January 1, 2010 to December 31, 2010, the graph shows the return on the units of the Fund. From January 1, 2011 to December 31, 2014, the graph shows the return on Class A Shares of the Corporation. Total return includes reinvestment of dividends and distributions made by the Corporation and the Fund, as applicable.

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$250.00
$200.00
$150.00
$100.00
$50.00
$-
Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
2009 2010 2011 2012 2013 2014
Trimac Transportation Ltd. $100.00 $110.78 $105.97 $149.67 $153.98 $203.65
S&P/TSX Capped Industrials
$100.00 $116.66 $116.80 $135.38 $186.22 $221.98
TRIV
S&P/TSX Composite TRIV $100.00 $117.61 $107.36 $115.08 $130.03 $143.75

Summary Compensation Table

The following table provides a summary of compensation paid directly or indirectly by TTSI, Trimac Transportation or its subsidiaries or affiliates during 2012, 2013 and 2014 to the persons who served as the NEOs in 2014.

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Notes:

• (1) Mr. McCaig serves as President and Chief Executive Officer of Trimac Management Services Limited Partnership (“TMSLP”) in addition to his role as Chair and Chief Executive Officer of the Corporation. TMSLP provides administrative services to the Corporation and Trimac's U.S. operations under the Shared Services Agreement (see the heading “Delegation of Management” in this Information Circular). Pursuant to the Shared Services Agreement, the Corporation is responsible to reimburse TMSLP for part of the costs incurred by TMSLP in providing such services. The amount under “Total Compensation” represents the portion of Mr. McCaig's salary, incentive and pension contribution he received in his capacity as President and CEO of TMSLP that was funded by the Corporation.

• (2) Annual incentive plan amounts reflect amounts earned by the NEOs in 2012, 2013 and 2014. Such amounts were paid to each NEO in March 2013, 2014 and 2015, respectively. Mr. McCaig elected not to receive his 2013 STIP incentive.

• (3) No NEO received perquisites in excess of $50,000 or 10% of his annual salary for the year.

• (4) Amounts in this column reflect the notional dividends received by the NEO in 2014 on share awards issued in 2012, 2013 and 2014 pursuant to the PSUP, including the dividend paid on January 15, 2015 to Shareholders of record as of December 31, 2014.

• (5) Share-based award amounts for 2014 reflect the 2014 awards under the PSUP valued at $5.65 as at the grant date thereof (being the closing market price of Class A shares on March 7, 2014).

• (6) Robyn Sadleir was hired May 13, 2013.

Outstanding Share-Based Awards

Note:

• (1) Share Based Awards have a payout value of $6.66 per award being the weighted average trading price of the Class A Shares of the Corporation on the Toronto Stock Exchange for the 10 trading days immediately prior to December, 31, 2014.

Incentive Plan Awards - Value Vested During 2014

Note:

• (1) The value vested during 2014 represents one-third of the value of the Time Based Awards granted to participants under the 2012 PSUP and one-third of the value of the Time Based Awards granted to participants under the 2013 PSUP, which awards had a market value of $5.33 on the vesting date of January 1, 2014.

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Defined Contribution Plans

Notes:

• (1) Accumulated values at the start and at the end of the year include actual and notional investment income during the year as well as employee contributions under a predecessor plan and earnings thereon.

• (2) Compensatory amounts are contributions or notional contributions credited in 2014 as described under “ Executive Pension

• Arrangements ” in the Compensation Discussion and Analysis.

• (3) The compensatory amounts for Mr. McCaig are the portion of contributions and notional contributions credited to him in his capacity as President and CEO of TMSLP that were funded by the Corporation.

Director Compensation Table

Notes:

• (1) The amount shown in this column represents all fees earned and paid or payable in cash for services as a director.

• (2) The amount shown in this column represents the value of the grant of 2,500 Deferred Share Units (DSUs) at $6.40 per share being the closing market price of the Class A Shares on the Toronto Stock Exchange on May 9, 2014, the date of the grant. Also shown in this column are 4,095 DSUs for Stephen W.C. Mulherin and 2,422 DSUs for M. Jerry Patava that were issued on July 1, 2014 in lieu their director fees at a closing market price of $6.20.

• (3) Maurice W. McCaig received $15,675 in additional fees in lieu of the DSU grant.

• (4) The amount shown in this column represents the 2014 notional dividends on notional Class A Shares granted in 2012, 2013 and 2014, including the notional dividend paid on January 15, 2015 to holders of record as of December 31, 2014.

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Director Outstanding Share-Based Awards

Note:

• (1) Notional Class A Shares have a payout value of $6.66 per Class A Shares being the weighted average trading price of the Class A Shares of the Corporation on the Toronto Stock Exchange for the 10 trading days immediately prior to December 31, 2014.

Director Incentive Plan Awards - Value Vested During 2014

Notes:

• (1) The value vested during 2014 represents one third of the value of the notional Class A Shares of the Corporation granted to directors in 2012 and one third of the value of the notional Class A Shares of the Corporation granted to directors in 2013 which vested on February 28, 2014 based on the closing market price of the Class A Shares of the Corporation on February 28, 2014 which was $5.35.

• (2) The value vested also includes all of the deferred share units issued during the year which vest immediately upon issuance. The value determined was based on the closing market price of the Class A Shares of the Corporation on May 9, 2014 which was $6.40 and July 1, 2014 which was $6.20 which were the dates the deferred share units were issued.

Director Compensation – 2014

Director compensation was reviewed in 2014. The process included a review of director compensation surveys published by various consulting companies. In 2014, Directors were paid an annual fee of $52,000 and $1,600 per meeting of the Board of Directors and $1,300 for each meeting of a committee of the Board of Directors attended by the Director. Except for the Audit Committee chair, each committee chair and the lead director of the Board of Directors received an additional $9,500 per year. The Audit Committee chair received an additional $12,500 per year. The Chair, Jeffrey J. McCaig, does not receive any fees in his capacity as Chair or as a Director. The Directors were reimbursed for out-of-pocket expenses for attending meetings of the Board of Directors. In addition, Maurice W. McCaig was paid $15,675 in lieu of DSUs and M.J. Patava, G.A.

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Romanzin, A.B. Zaleski and S.W.C. Mulherin were each granted 2,500 DSUs in 2014 as additional compensation for acting as Directors of the Corporation. The notional Class A Shares granted in 2012 and 2013 and the DSUs granted in 2014 are credited with notional dividends at the same rate as actual Class A Shares. The notional Class A Shares and the accrued dividends thereon vest at the rate of one-third per year with full vesting to occur on the third anniversary of the grant date. Following full vesting, settlement of the after-tax benefit will be in cash or by the purchase of Class A Shares in the market.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The information in the Corporation’s AIF under the heading “ Interest of Management and Others in Material Transactions ” is hereby incorporated by reference into this Information Circular. The AIF is available on SEDAR at www.sedar.com.

DELEGATION OF MANAGEMENT

The Corporation, Trimac Equipment Leasing Inc. (“Trimac U.S.”), Trimac Holdings and TMSLP have entered into an amended and restated shared services agreement (the “Shared Services Agreement”) dated as of October 1, 2011, as amended, for the provision of certain personnel by TMSLP to the Corporation and Trimac U.S., including personnel in the areas of accounting, information technology, internal audit, human resources, legal, purchasing, risk management, insurance and tax and licensing. Information concerning the Shared Services Agreement is provided under the heading “ The Business of Trimac – Shared Services Agreement ” in the AIF and is incorporated by reference into this Information Circular.

Trimac Holdings and a wholly-owned subsidiary of Trimac Holdings are, in the aggregate, the beneficial owners of 15,836,777 Shares, representing 56.37% of the all of the issued and outstanding voting securities of the Corporation on a non-diluted basis. However, Trimac Holdings does not exercise control or direction over any of such Shares. Control and direction of such Shares resides with the shareholders of Trimac Holdings. TMSLP is wholly owned, directly or indirectly, by Trimac Holdings.

The directors and officers of Trimac Holdings are:

The directors and officers of TMS (GP) Inc., the general partner of TMSLP, are:

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Trimac Holdings, Trimac Transportation and Trimac U.S. are also parties to a strategic alliance agreement (the “Strategic Alliance Agreement”). Information concerning the Strategic Alliance Agreement is provided under the heading “ The Business of Trimac – Bulk Trucking Business – Strategic Alliance Agreement ” in the AIF and is incorporated by reference into this Information Circular.

CORPORATE GOVERNANCE

National Policy 58-201 establishes recommended guidelines with respect to corporate governance practices and National Instrument 58-101 requires disclosure of the Corporation’s practices in relation to the guidelines. The Corporate Governance practices of the Corporation are discussed below.

Corporate Governance Disclosure

The articles of incorporation of the Corporation provides for a minimum of one and a maximum of twelve directors. As of the date of this Information Circular, there are six Directors comprised of J.J. McCaig, M.W. McCaig, S.W.C. Mulherin, M.J. Patava, G.A. Romanzin and A.B. Zaleski. All of the foregoing Directors are proposed for re-election at the Meeting.

The following information corresponds to the disclosure requirements under Form 58-101F1. Except as otherwise noted, the information herein is as of the date of this Information Circular.

1. Board of Directors

• a) The Board has determined Director independence from the Corporation with reference to the criteria contained in Canadian Securities Administrators, National Instrument 52-110 Audit Committees . Based on such criteria, S.W.C. Mulherin, M.J. Patava, G.A. Romanzin and A.B. Zaleski have been determined to be independent of the Corporation.

• b) M.W. McCaig and J.J. McCaig, based upon the above referenced criteria, have been determined not to be independent of the Corporation. The following summarizes the basis for the determination that M.W. McCaig and J.J. McCaig are not independent:

• M.W. McCaig was President of Trimac Transportation Services Inc. (“TTSI”), a wholly owned subsidiary of the Corporation, from April 28, 2009 to December 31, 2010.

• J.J. McCaig is the Chair of the Board and Chief Executive Officer of the Corporation.

• c)

• A majority of the Directors are independent.

• d) The following lists the Directors who are trustees or directors of other reporting issuers:

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• e) Independent directors hold regularly scheduled meetings separate from nonindependent directors and management in conjunction with scheduled directors’ meetings. There were five scheduled director’s meetings held during the Corporation’s most recently completed financial year.

• f) The Chair of the Board of Directors, J.J. McCaig, is not independent. M.J. Patava has been appointed lead director of the Board. The lead director’s responsibilities include:

• Being a member of the Governance and Compensation Committee.

• Ensuring that independent directors have the opportunity at every regularly scheduled meeting of the Board to hold an in-camera session without management and non-independent directors present.

• Acting as the chair of meetings of independent directors.

• In collaboration with the Board chair, ensuring that processes are in place for independent directors to approve related-party transactions above the established materiality threshold.

• Reviewing the process of setting Board agendas with the Board Chair.

• Assisting the Board Chair in the effective and efficient functioning of the Board.

• g) There were a total of five meetings of the Board in 2014. The director attendance at such meetings were as follows:

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2. Board Mandate

The text of the Board’s mandate is attached as Appendix A to this Information Circular.

3. Position Descriptions

• a) The Board has developed written position descriptions for the Chair of the Board and the Chair of each of the Board committees.

• b) The Board and the CEO have developed a written position description for the CEO.

4. Orientation and Continuing Education

• a) The Board has adopted mandates for the Board and each of its committees defining the roles and responsibilities of the Board, the committees and the members of each. Each member of the Board has attended a one-day orientation meeting concerning Trimac Transportation and its business and has visited at least one of Trimac Transportation’s facilities. The Directors also have opportunities to meet with Trimac Transportation’s senior management at scheduled meetings. In addition, comprehensive information packages are distributed to Board members in advance of each Board or committee meeting.

• b) The Board has adopted a policy that provides for continuing education opportunities for all Directors. The policy includes the provision of funding to assist in completing educational programs.

5. Ethical Business Conduct

• a) The Board has adopted a Code of Business Conduct and Ethics (the “Code”) for directors, officers, employees and contractors. A copy of the Code is available on SEDAR, on the Corporation’s website at www.trimac.com or by email request addressed to the Corporation’s investor relations group at [email protected]. All directors, officers, employees and contractors are expected to conduct the business of the Corporation and Trimac Transportation and their own personal business affairs in compliance with the Code. The Code has been cascaded via email to employees generally, is to be posted in all of Trimac Transportation’s business locations and is to be reviewed and acknowledged annually by all salaried employees. There were no material change reports filed during 2014 that pertain to any conduct of a director, trustee or executive officer of the Corporation that constituted a departure from its Code of Business Conduct and Ethics.

• b) The Governance and Compensation Committee is responsible for reviewing any related party transactions falling within specified materiality thresholds and all related party transactions in excess of the thresholds are subject to approval by the independent directors. Additionally, the Governance and Compensation Committee is empowered to authorize a committee or individual Board member to engage outside advisors, including in the context of material transactions and agreements in respect of which a Director or executive officer has a material interest.

• c) The Board has adopted a compliance reporting policy that encourages employees and contractors to report unethical or illegal conduct. Any reporting employee or contractor has the ability to report on a confidential basis.

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6. Nomination of Directors

• a) The Governance and Compensation Committee is responsible for considering and recommending candidates for appointment to the Board of Directors. The Board of Directors as constituted are nominated for re-election and no new candidate is proposed for election.

• b) The Governance and Compensation Committee is responsible for considering and recommending candidates for appointment to the Board of Directors. The Governance and Compensation Committee is composed entirely of independent directors.

• c) The responsibilities of the Governance and Compensation Committee include the consideration of and, if advisable, recommendation of nominees for the Board. The Committee meets at least twice a year and its operation is governed by its terms of reference, including making decisions or recommendations by majority vote.

7.

Compensation

• a) The Governance and Compensation Committee is responsible for reviewing and recommending for approval by the Board, compensation for Directors and executive officers. Compensation for executive officers is reviewed by the Committee annually in the first quarter of the year.

• b) The Governance and Compensation Committee is comprised of three independent directors, A.B. Zaleski, M.J. Patava and G.A. Romanzin. For a discussion of the steps taken to ensure an objective process for determining compensation, see “ Executive Compensation – Executive Compensation Discussion and Analysis ” in this Information Circular.

• c) The Governance and Compensation Committee is responsible for reviewing and recommending for approval by the Board compensation for Directors and executive officers. The following describes the responsibilities, powers and operations of the Governance and Compensation Committee as it pertains to compensation:

• responsibility for monitoring and assessing the executive compensation policies of the Corporation;

• periodically reviewing and recommending for approval to the Board the executive compensation philosophy and remuneration policy for the Corporation;

• conducting, from time to time, a review of compensation for Board and committee service, taking into account such issues as the time commitment, compensation provided by comparative companies, responsibilities of Directors, and similar matters, and recommending any change in compensation to the Board for its consideration and decision;

• reviewing and approving corporate goals and objectives relevant to compensation of both the Chief Executive Officer (“CEO”) and the President & Chief Operating Officer (“COO”), evaluating the CEO's and COO’s performance in light of those corporate goals and objectives, and making recommendations to the Board with respect to the CEO's and COO’s compensation level based on this evaluation;

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• annually reviewing and recommending for approval to the Board the compensation for executive officers; and

• annually determining and recommending for approval to the Board any bonuses to be paid to executive officers and participation in any long-term incentive plans.

The Governance and Compensation Committee meets at least twice per year and its proceedings are governed by its written terms of reference, including making decisions or recommendations by majority vote.

8. Audit and Other Committees

Information pertaining to the Audit Committee is contained in the AIF under the heading “ Audit Committee ” and in Schedule A thereto. The Health, Safety, Security and Environment Committee is responsible reviewing policies, management systems and the Corporation’s performance with respect to health, safety, security and environmental matters affecting the Corporation at a standard which meets or exceeds regulatory requirements and assisting the Board of Directors of the Corporation meet their legal, industry and community obligations pertaining to the areas of health, safety, security and the environment. The Board has no standing committees other than the Audit Committee, the Governance and Compensation Committee and the Health, Safety, Security and Environment Committee.

9. Assessments

In December 2014, the members of the Board completed a survey for the purpose of assessing the effectiveness of the Board and its Governance and Compensation Committee and Audit Committee. The results of the survey were reviewed by the Governance and Compensation Committee and the Board. Each member of its Board also completed a self assessment for review with the chairman of the Board and will conduct a peer review with the chairman.

10. Board Retirement Policy

The retirement age for the members of the Board is the annual meeting following the 75^th birthday of the member of the Board. The Governance and Compensation Committee may from time to time waive the application of this policy to any Director.

11. Director Term Limits and Other Mechanisms for Board Renewal

Each Director serves for only a one year term and stands for re-election by Shareholders at the Corporation’s annual meeting each year. The Board does not have a limit on the number of consecutive terms for which a Director may sit. As a further mechanism of board renewal, the Board has adopted the board retirement policy as described above.

12. Policies Regarding the Representation of Women on the Board

The Corporation has not adopted a written policy relating to the identification and nomination of women directors. The Corporation is an equal opportunity employer and believes that supporting a diverse workplace is a business imperative that helps the Corporation and its Board attract and retain the brightest and most talented individuals in the industry. The Corporation believes that this diversity philosophy is well entrenched and accepted by all of its employees, including its Board, executive officers and employees generally. The Corporation does not believe that a written policy is necessary to further advance the Corporation’s commitment to a diverse workplace.

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13. Consideration of the Representation of Women in the Director Identification and Selection Process

The Board supports the principle of boardroom diversity. The Governance and Compensation Committee considers diversity (including, among other important qualifications, gender, age, geography and nationality) when reviewing qualified candidates for recommendation for election to the Board. The Board’s aim is to have a broad range of approaches, backgrounds, skills and experience represented on the Board and to make appointments on merit and against objective criteria, including diversity. When the Governance and Compensation Committee engages in the nomination process, searches for potential nominees are conducted so as to put forward a diverse range of candidates, including women candidates.

14. Consideration of the Representation of Women in Executive Officer Appointments

When identifying candidates for executive officer positions, the Corporation takes a similar approach, considering, among other factors, professional competencies, industry or other relevant experience, education, leadership style and experience, merit and personal attributes, including gender diversity, to build a strong executive team for the Corporation.

15. Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions.

The Board has not set specific targets as to the number of women board members given the relatively small number of Directors it currently has and the infrequent turnover of its Directors. Similarly, the Board has not set specific targets as to the number of executive officers who are women. As noted above, the Board considers a multitude of factors when identifying candidates for executive officer positions including among other factors professional competencies, industry or other relevant experience, education, leadership style and experience, merit and personal attributes such as gender.

16. Number of Women on the Board and Executive Officer Positions.

As of the date of this Circular, 0% (0 of 6) of the Corporation’s Director nominees are women, and 12.5% (1 of 8) of the Corporation’s executive team are women.

DOCUMENTS INCORPORATED BY REFERENCE

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Information 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 that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that is modified or superseded. The making of a modifying or superseding statement shall 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 shall not be deemed, except as so modified or superseded, to constitute a part of this Information Circular. The Corporation’s AIF is filed on SEDAR at www.sedar.com. Shareholders may also contact the Secretary of the Corporation at the address given below to obtain a copy of the AIF, free of charge.

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ADDITIONAL INFORMATION

Additional information relating to the Corporation can be found on SEDAR at www.sedar.com. Financial information is provided in the financial statements of the Corporation for the financial year ended December 31, 2014 and related management’s discussion and analysis of financial results for the Corporation, which has been filed on SEDAR. Shareholders may also contact the Secretary of the Corporation at P.O. Box 3500, Station M, Calgary, Alberta T2P 2P9 to obtain copies of such information.

Calgary, Alberta March 30, 2015

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APPENDIX A BOARD MANDATE

A. PURPOSE AND ROLE

The Board of Directors (the “Board”) of Trimac Transportation Ltd. (the “Corporation”) has the duty to supervise the management of the business and affairs of the Corporation.

Each member of the Board is required to act honestly and in good faith with a view to the best interests of the Corporation.

In addition, each member of the Board must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The officers and employees of the Corporation and its subsidiaries are responsible for the day-to-day management and conduct of the business of the Corporation and the implementation of the strategic plan approved by the Board. Under this mandate, the Board explicitly assumes the responsibility for the stewardship of the Corporation. The role of the Board is one of supervision, stewardship and oversight.

This guideline is intended to be broad and flexible and to provide parameters and direction to the Board regarding its duties and responsibilities.

B. RESPONSIBILITIES

The Board's responsibilities shall include:

• (a) to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer and other executive officers and that the Chief Executive Officer and the other executive officers create a culture of integrity throughout the organization;

• (b) the adoption of a strategic planning process, the review and approval of a strategic plan which takes into account, among other things, the opportunities and risks associated with the businesses of the Corporation, and the periodic monitoring, review, and updating of the strategic plan;

• (c) the identification and understanding of the principal business risks of the Corporation's businesses and to confirm that management has implemented appropriate systems to manage these risks;

• (d) the oversight of succession planning, including the appointing, development and monitoring of senior executives;

• (e) the nomination for appointment or re-appointment of the external auditors of the Corporation;

• (f) the designation of nominees for election to the Board;

• (g) the adoption and periodic review of the communications and disclosure policy of the Corporation which, among other matters, focuses on the promoting consistent disclosure practices aimed at informative, timely and broadly disseminated material information;

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• (h) the review of the integrity of the Corporation's internal control and management information systems;

• (i) the development of the Corporation's approach to corporate governance, including:

• (i) developing a set of corporate governance principles and guidelines applicable to the Corporation;

• (ii) developing position descriptions for the Chairman of the Board and the chair of each committee of the Board;

• (iii) developing, together with the Chief Executive Officer, a position description for the Chief Executive Officer, which delineates management's responsibilities, and approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting;

• (iv) ensuring that all new directors receive a comprehensive orientation, understand the role of the Board and its committees as well as the contribution individual directors are expected to make, and understand the nature and operation of the Corporation's business; and

• (v) provide continuing education opportunities for all directors focused on the Corporation’s business.

• (j) the development of measures for receiving shareholder feedback

• (k) the final approval with regard to:

• (i) capital expenditures in excess of the approved budgetary amounts as provided in Section G below;

• (ii) debt or equity financings, and the payment of any commissions and fees in connection thereto;

• (iii) the dividend policy of the Corporation;

• (iv) appointment of officers of the Corporation;

• (v) submitting to the shareholders of the Corporation any question or matter requiring their respective approval;

• (vi) subject to the terms thereof, purchasing, redeeming or otherwise acquiring securities issued by the Corporation;

• (vii) approving the annual management proxy circular and annual information form of the Corporation; and

• (viii) approving the annual financial statements of the Corporation and approval and/or delegation of approval of interim financial statements of the Corporation to the Audit Committee.

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C. COMPOSITION OF THE BOARD

The Board shall consist of not less than three and not more than twelve directors, at least onehalf of whom are resident Canadians (as defined in the Business Corporations Act (Alberta)). The Board shall be responsible for determining whether any particular director is independent in accordance with applicable laws and regulations.

D. BOARD COMMITTEES

The Board shall have the following standing committees:

• (a) Audit Committee; and

• (b) Governance and Compensation Committee.

The composition and responsibilities of these committees shall be as set forth in the Terms of Reference for these committees as prescribed from time to time by the Board and the Terms of Reference shall be reviewed periodically by the Board. The Board may constitute additional standing committees or special committees with special mandates as may be required or appropriate from time to time.

At each meeting of the Board, committees of the Board shall report any recent developments or activities undertaken by the respective committees.

Appointment of members to standing committees shall be the responsibility of the Board, having received the recommendation of the Governance and Compensation Committee.

In discharging his or her obligations, an individual director may engage outside advisors, at the expense of the Corporation, in appropriate circumstances and subject to the approval of the Governance and Compensation Committee. In addition, any committee of the Board has the authority to engage outside advisors without prior approval of the Governance and Compensation Committee.

E.

CHAIRMAN OF THE BOARD/LEAD DIRECTOR

The Board shall be responsible for the selection of a Chairman of the Board. If the Chairman of the Board is not independent as determined by reference to National Policy 58-201, the Board shall appoint a Lead Director who is independent. The responsibilities of the Lead Director, if appointed, shall be established by the Board following receipt of the recommendation of the Governance and Compensation Committee.

F. BOARD MEETINGS

The Board will meet at least four times per year at pre-scheduled meetings and will meet at other times as may be required. All Board members are expected to attend pre-scheduled meetings in person and to attend other meetings in person or by telephone if possible.

Information and data that is important to the Board's understanding of the businesses of the Corporation should be distributed to the Board on a timely basis in advance of the meetings. Board members are expected to have reviewed meeting materials before the meeting.

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Management should make every attempt to ensure that this material is as concise as possible while still providing the information relevant to proposed Board discussion. Care should be taken to ensure that the Board is not called upon too late in the decision making process.

As a general rule, presentations on specific subjects should be sent to the Board members in advance in order to provide a reasonable opportunity to review the materials so that at the meeting the Board may focus on a discussion of the materials.

Senior management should be invited to attend the Board meetings as appropriate to expose the directors and key members of management to each other and to provide additional insight into the items being considered by the Board.

At every regularly scheduled meeting, the Board shall hold an in-camera session of the directors, without management present and independent directors shall hold an in-camera session without management and non-independent directors present.

G. MANAGEMENT APPROVAL LIMITS

Management is authorized to incur costs and expenses within the approved budget. Where it is proposed to reallocate capital expenditures within the overall limit of the approved capital budget to a capital expenditure not contemplated in the approved budget, the Chairman and the Chief Executive Officer shall determine whether board approval need be sought for any such reallocation of capital provided that Board approval shall be obtained for any such reallocation in excess of $3.0 million. In addition, Board approval is required prior to the acquisition of the shares or the business and assets of an ongoing business where the purchase price is in excess of $3.0 million; where the purchase price for any such acquisition is less than $3.0 million, Board approval is required, if:

• (a) the acquisition cannot be financed through existing lines of credit; or

• (b) the cumulative amount of all such acquisitions in a fiscal year exceeds $5.0 million.

Issued January 1, 2011 Reviewed December 7, 2011 Reviewed December 4, 2012 Reviewed December 4, 2013 Reviewed December 9, 2014

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