Interfor : 2024 Information Circular

Interfor Corporation ("Interfor" or the "Company") is a growth-oriented forest products company with operations in Canada and the United States. The Company has annual lumber production capacity of approximately 5.0 billion board feet and offers a diverse line of lumber products to customers around the world. Our common shares are traded on the Toronto Stock Exchange under the symbol IFP.

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MANAGEMENT INFORMATION CIRCULAR

You have received this Information Circular because you owned Shares on March 13, 2024, and Interfor's management is soliciting your proxy for the upcoming annual general meeting on May 9, 2024.

We are contacting Shareholders primarily using a "notice and access" procedure under Canadian securities rules. The Company is paying for the cost of soliciting your proxy. Our Board has approved the contents of this Information Circular and has authorized us to distribute it to Shareholders.

In this Information Circular:

• "you" and "your" mean Shareholders
• "we", "us", "our", "Company" and "Interfor" mean Interfor Corporation
• "Board" means Interfor's board of directors
• "Shares" means Interfor's common shares
• "Shareholder" means a holder of Shares
• "Information Circular" means this management information circular
• "Meeting" means the 2024 annual general meeting of Shareholders
• "Record Date" means March 13, 2024

In this Information Circular, all dollar amounts are in Canadian dollars and information is as of March 13, 2024, unless stated otherwise.

MEETING MATERIALS

We are delivering your Meeting materials, including this Information Circular, by sending you a notice (a "Short Form Notice") and making the Meeting materials available for download from our website at www.interfor.com/investors/reports, on March 13, 2024 and for at least one year after that date. The Meeting materials can also be accessed under Interfor's profile on SEDAR+ at www.sedarplus.ca. If you have any questions about this "notice and access" process, you can call Computershare Investor Services Inc. toll free (in North America) at 1-866-964-0492.

We will mail a paper copy of the Meeting materials to any Shareholder who previously requested a paper copy. If you received only the Short Form Notice and would like a paper copy of the Meeting materials please call us at 1-844-210-2879.

If you are a beneficial Shareholder who has not objected to the Company being given your name, address and the number of Shares you hold, then we will send the Short Form Notice and associated materials to you in accordance with applicable securities regulatory requirements. If you are an objecting beneficial Shareholder, then Interfor will pay for clearing agencies and intermediaries to deliver to you the Short Form Notice and associated materials.

VOTING INFORMATION

Am I entitled to vote at the Meeting?

Shareholders at the close of business on the Record Date are entitled to vote at the Meeting.

How many Shareholders do we need to reach a quorum?

A quorum is two persons present in person or by proxy, who together hold or represent at least 25% of the votes entitled to be cast at the Meeting.

Each Shareholder is entitled to one vote for each Share held. The authorized capital of the Company consists of 150,000,000 Shares and 5,000,000 preference shares and, as of the Record Date, there were 51,446,803 Shares issued and outstanding and no preference shares issued or outstanding.

Am I a registered or beneficial Shareholder?

You are a registered Shareholder if you have a share certificate or Direct Registration System (DRS) Advice issued in your name.

You are a beneficial Shareholder if your Shares are registered in the name of an intermediary (for example, a bank, trust company, trustee, broker or investment dealer, clearing agency or other institution), or you hold your Shares through the Interfor Employee Share Purchase Plan. Most Shareholders are beneficial Shareholders.

How can I vote my Shares?

How you vote depends on whether you are a registered or beneficial Shareholder.

If you are a registered Shareholder, you can attend the Meeting and cast your vote in person, or appoint someone else as your proxy to attend and vote your Shares for you by completing the proxy form included with the Short Form Notice and delivering it to the Company's transfer agent in accordance with the instructions on the proxy form (online at www.investorvote.com, telephonically by calling 1-866-732- 8683, or by mail to Computershare Investor Services Inc., Attn: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1). In order to be valid, proxy forms must be received by Computershare Investor Services Inc. by no later than 12:00 p.m. (Pacific time) on May 7, 2024 or, if the Meeting is adjourned or postponed, at least 48 hours excluding Saturdays, Sundays and holidays before any adjourned or postponed meeting.

If you are a beneficial Shareholder, please return your voting instructions in accordance with the instructions on the voting instruction form included with the Short Form Notice. To be taken into account, your voting instructions must be delivered sufficiently in advance of the proxy deadline of May 7, 2024, to enable your nominee to act on your instructions prior to this deadline. If you are a beneficial Shareholder and do not complete and return your voting instruction form in accordance with the directions provided to you, you may lose the right to vote at the Meeting, either in person or by proxy.

All Shareholders are urged to carefully review the Information Circular before casting any votes on any matters to be considered at the Meeting.

Who votes my Shares?

If you want to vote in person at the Meeting, check in with a Computershare representative when you arrive at the venue and, if you are a beneficial Shareholder, ensure that prior to the Meeting you have appointed yourself as proxyholder on your voting instruction form and have followed all the applicable instructions provided by your intermediary.

Voting by proxy means you can appoint someone (your proxyholder) to attend the Meeting for you and vote or withhold your Shares from voting according to your instructions. Your proxyholder does not need to be an Interfor shareholder. If you don't specifically appoint someone to be your proxyholder, the two Interfor representatives named in the proxy form, Ian Fillinger, President & Chief Executive Officer or, failing him, Xenia Kritsos, General Counsel & Corporate Secretary of the Company ("Company Nominees"), will act as your proxyholder and vote your Shares according to your instructions marked on the proxy form.

You can appoint a person other than the Company Nominees to represent you at the Meeting, by printing that person's name in the space provided on the proxy form or voting instruction form included with the Short Form Notice. Your votes can only be counted if the person you appointed as your proxyholder attends the Meeting and votes on your behalf.

How will my Shares be voted if I return a proxy form or voting instruction form?

By completing and returning a proxy form or voting instruction form, you are authorizing the person named in the proxy form or voting instruction form to attend the Meeting and vote or withhold your Shares on each item of business, including on any ballot that may be called for, in accordance with your instructions. If you return a proxy form or voting instruction form without providing voting instructions, your Shares will be voted in favour of:

1. setting the number of directors of the Company at twelve;
2. electing as a director each person nominated in this Information Circular;
3. appointing KPMG LLP as auditor of the Company and authorizing the directors to set the auditor's fees; and
4. approving, on a non-binding advisory basis, the Company's approach to executive compensation.

If you complete and return a proxy form or voting instruction form and there are amendments to the matters identified in the Notice of Meeting or other matters properly come before the Meeting, your proxyholder will have the discretion to vote your Shares as they consider best with regard to those amendments or other matters. As of the date of this Information Circular, we are not aware of any such amendments or other matters.

Can I revoke a proxy?

A registered Shareholder may revoke a proxy before it is acted on by:

1. delivering a written and signed statement that you want to revoke your proxy to either:
   (i) the Company's Corporate Secretary at 1600-4720 Kingsway, Burnaby, BC V5H 4N2, at any time up to and including the last business day preceding the day of the Meeting, or any postponed or adjourned meeting; or (ii) the Chair of the Meeting or any adjourned meeting, at the Meeting or postponed or adjourned meeting;

1. completing, dating and signing a proxy form bearing a later date and delivering it (by the date and time specified on the proxy form) to the Company's transfer agent in accordance with the instructions on the proxy form; or
2. any other manner provided by law.

Beneficial Shareholders may revoke or change their voting instructions before they are acted on, by contacting their broker or other intermediary and following their instructions.

Is my vote by proxy confidential?

Yes, your vote by proxy is confidential. Proxies are received, counted and tabulated by our transfer agent, Computershare Investor Services Inc., in a way that preserves the confidentiality of individual Shareholders' votes. Proxies are referred to the Company only in cases where a Shareholder clearly intends to communicate with management, when it is necessary to do so to meet the requirements of applicable law, or in the event of a proxy contest.

Do any Shareholders beneficially own 10% or more of the Shares?

As of the Record Date, to the knowledge of the directors and executive officers of the Company, no persons beneficially own, or control or direct, directly or indirectly, more than 10% of the Shares.

Will the Meeting be held in person?

The Meeting will be held in person at the time and place set out in the attached Notice of Meeting. Shareholders who attend in person will be required to adhere to any requirements prescribed by public health authorities at the time of the Meeting. A teleconference line and webcast will be available for Shareholders who do not attend in person. Shareholders who join the Meeting by teleconference or webcast will not be able to vote or speak via the teleconference line or webcast during the Meeting, and therefore must vote in advance by proxy. All Shareholders are invited to submit questions to be addressed by the management team after the business of the Meeting is completed, by sending an email to corporatesecretary@interfor.comby May 8, 2024.

Shareholders should refer to the instructions under "How can I vote my Shares?" on page 5 in order to ensure that their Shares are voted at the Meeting.

What if I have a question?

If you have any questions about voting your Shares, you can contact Computershare Investor Services Inc.:

The Annual General Meeting

The Meeting will cover five items of business, and you will be asked to vote on four of them.

1. RECEIVING THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORT

Our consolidated financial statements for the year ended December 31, 2023 and the auditor's report, will be placed before the Shareholders at the Meeting. Our consolidated financial statements for the year ended December 31, 2023 and management's discussion and analysis, are available on our website (www.interfor.com) and under the Company's profile on SEDAR+ (www.sedarplus.ca). You will have an opportunity to submit questions about our consolidated financial statements for the year ended December 31, 2023 and the auditor's report by sending an email to corporatesecretary@interfor.comprior to May 8, 2024 and your questions will be addressed by the management team after the business of the Meeting is completed.

2. SETTING THE NUMBER OF DIRECTORS

The Company's Articles provide that it must have between three and fifteen directors and, within such limits, the Shareholders shall set the number of directors on the Board. The number of directors was last set by the Shareholders at ten. As a Shareholder, you have the opportunity to vote for or against the proposed increase in the size of the Board from ten to twelve directors, by voting on the following resolution:

BE IT RESOLVED THAT under Article 11.1 of the Articles of the Company, the number of directors of the Company be set at twelve.

The above resolution must be approved by a majority of the Shareholder votes cast in person or by proxy at the Meeting.

The Board recommends that you vote FOR the resolution increasing the size of the Board to twelve directors.

3. ELECTING THE DIRECTORS

The Corporate Governance, Responsibility & Nominating Committee in conjunction with the Chair of the Board, has recommended to the Board that the twelve nominees described below stand for election as directors of the Company, after assessing their individual qualifications, diversity, experience and expertise and being satisfied that they exhibit integrity, professionalism and independent judgment, to ensure that they fulfill the Board's composition, skills, experience and diversity requirements. Shareholders will elect the Board of directors at the Meeting. Director nominees are voted on individually (not by slate voting), each Share is entitled to one vote, and no cumulative rights are authorized. Directors, once appointed, shall hold office until the next annual general meeting of Shareholders.

All of our current directors are standing for re-election at the Meeting, other than Douglas W.G. Whitehead who will be retiring from the Board at the conclusion of the Meeting. Three of the director nominees, Nicolle Butcher, Geoffrey Evans and Christina Sistrunk, were appointed by the Board within the past year and are nominated for election by Shareholders for the first time.

The Board has waived the application this year of the mandatory retirement policy to J. Eddie McMillan, because of his key role in onboarding new directors recruited through the Company's ongoing Board renewal process (which has resulted in the appointments of six new independent directors in the past five years, including three in the past year). The Board has determined that as new directors have joined the Board, the Company benefits from Mr. McMillan continuing to be available as a resource to both directors and management for a limited period, given his specific mix of skills and experience in manufacturing and operational environments, regional knowledge in locations of strategic importance to the Company, and ability to support the Company's initiatives.

The Board will reassess the eligibility of directors for re-election at the next annual general meeting of Shareholders, taking into account progress made on Board renewal and the prevailing circumstances at that time.

The Board recommends that you vote FOR all twelve nominees standing for election as directors of the Company, to hold office until the next annual general meeting of Shareholders.

Our Policy on Majority Voting

The Company's majority voting policy requires that, if a director receives more withhold than for votes at the Meeting, they will offer to resign after the Meeting. The Corporate Governance, Responsibility & Nominating Committee will consider the offer of resignation and, except in extraordinary circumstances, will recommend that the Board accept the resignation. The director in question will not participate in any Board or committee meetings during which such resignation is considered. The Board will make its decision within 90 days of the Meeting and the Company will promptly announce its decision in a press release. If the Board accepts the resignation, it may choose to leave a vacancy on the Board or fill the vacancy by appointing a new director in accordance with the Company's Articles. The majority voting policy only applies to uncontested director elections, i.e. where the only director nominees are those supported by the Board under this Information Circular.

Director Nominee Profiles

The following tables tell you about each of the nominated directors, including their background and experience, meeting attendance, Share ownership and other public company boards on which they serve. Each director has provided information about the Shares they own or over which they exercise control or direction.