Taiga Building Products : Management Information Circular

TAIGA BUILDING PRODUCTS LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

Time:	May 4, 2023 at 8:00 a.m. (Vancouver time)
Place:	Taiga Building Products
	Conference Room
	Suite 800, 4710 Kingsway
	Burnaby, British Columbia
	Canada

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TABLE OF CONTENTS
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS	1
MANAGEMENT INFORMATION CIRCULAR	2
Introduction	2
The Meeting	2
GENERAL PROXY MATTERS	2
Solicitation of Proxies	2
Appointment and Revocation of Proxies	2
Record Date	3
Signature of Proxy	3
Proxy Instructions	3
Exercise of Discretion of Proxyholder	3
NON-REGISTERED HOLDERS	3
Voting Securities and Principal Holders Thereof	4
APPOINTMENT OF AUDITOR	4
ELECTION OF DIRECTORS	4
Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions	7
EXECUTIVE COMPENSATION	7
Compensation Discussion and Analysis	7
Risk Management	8
Performance Graph	8
Summary Compensation Table	9
Director Compensation	11
Pension Plan	11
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	12
Nomination and Assessment of Directors	13
Orientation and Continuing Education for Directors	13
Code of Business Conduct and Conflicts of Interest	13
Compensation	14
Board Committees	14
Attendance of Directors	15
Position Descriptions	15
Shareholder Communications	15
Gender Diversity	15
Term Limits	16
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	16
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	16
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	16
REGISTRAR AND TRANSFER AGENT	16
ADDITIONAL INFORMATION	16
APPROVAL	17

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 4, 2023

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the holders of common shares ("Common Shares") of Taiga Building Products Ltd. ("Taiga") will be held at Taiga Building Products' main office located at Suite 800, 4710 Kingsway, Burnaby, British Columbia on May 4, 2023 at 8:00 a.m. (Vancouver time) for the following purposes:

1. to receive the audited consolidated financial statements of Taiga for the fiscal year ended December 31, 2022 together with the auditor's report thereon;
2. to elect the directors of Taiga for the ensuing year;
3. to appoint the auditors of Taiga for the ensuing year and to authorize the directors to fix their remuneration; and
4. to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Accompanying this Notice of Meeting is a management information circular, a form of proxy and a financial statement request form. Only holders of Common Shares of record at the close of business on March 21, 2023 will be entitled to vote at the Meeting, or any adjournment(s) or postponement(s) thereof.

If you are a registered shareholder and are unable to attend the Meeting in person, please exercise your right to vote by completing the enclosed form of proxy and returning it to Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department. In order to be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc., not less than 48 hours (excluding Saturdays, Sundays and statutory or civic holidays in Vancouver, British Columbia or Toronto, Ontario) before the fixed time of the Meeting, or any adjournment(s) or postponement(s) thereof. Further information with respect to voting by proxy is included in the accompanying management information circular. If you are a non-registered shareholder of Taiga and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

DATED at Burnaby, British Columbia this 29th day of March, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF TAIGA BUILDING PRODUCTS LTD.

(signed) Ian Tong

Ian Tong

Chairman of the Board of Directors

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MANAGEMENT INFORMATION CIRCULAR

Introduction

This Management Information Circular (the "Information Circular") is furnished in connection with the solicitation of proxies by and on behalf of the management of Taiga Building Products Ltd. ("Taiga") for use at the annual general meeting (the "Meeting") of holders of common shares of Taiga (the "Common Shares") and any adjournment(s) or postponement(s) thereof. No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Meeting other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Taiga or management of Taiga.

Information contained in this Information Circular is given as of March 29, 2023 unless otherwise specifically stated. In this Information Circular, except where otherwise indicated, all dollar amounts are expressed in Canadian currency.

The Meeting

Taiga has called the Meeting as an annual general meeting to receive the financial statements of Taiga for the previous fiscal year, elect directors and appoint auditors for the ensuing year. The Meeting will be held at Taiga Building Products' main office located at Suite 800, 4710 Kingsway, Burnaby, British Columbia on May 4, 2023 at 8:00 a.m. (Vancouver time).

GENERAL PROXY MATTERS

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the management of Taiga to be used at the Meeting. Solicitation of proxies will be primarily by mail, but may also be conducted by officers or employees of Taiga at nominal cost. All costs of the solicitation will be borne by Taiga. The Notice of Meeting, form of proxy, this Information Circular and a financial statement request form (collectively, the "Meeting Materials") will be mailed to beneficial owners of Common Shares commencing on or about March 29, 2023.

Appointment and Revocation of Proxies

Accompanying this Information Circular is a form of proxy for use at the Meeting. The persons named in the enclosed form of proxy are directors or officers of Taiga. A shareholder wishing to appoint a person (who need not be a shareholder) to represent such shareholder at the Meeting other than the persons designated in the accompanying form of proxy may do so either by inserting such person's name in the blank space provided in the appropriate form of proxy or by completing another form of proxy and, in either case, sending or delivering the completed form of proxy to the offices of Computershare Investor Services Inc., 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department. In order for it to be valid, a form of proxy must be received by Computershare Investor Services Inc. (the "Transfer Agent") not less than 48 hours (excluding Saturdays, Sundays and statutory or civic holidays in Vancouver, British Columbia or Toronto, Ontario), before the date fixed for the Meeting, or any adjournment(s) or postponement(s) thereof.

A shareholder who has given a form of proxy may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by an instrument in writing duly executed by such shareholder or by his attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited either at the above-mentioned office of the Transfer Agent not less than 48 hours (excluding Saturdays, Sundays and ), before the time fixed for the Meeting, or any adjournment(s) or postponement(s) thereof, or with the chairman of the Meeting prior to the commencement of the Meeting. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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Record Date

The board of directors of Taiga (the "Board") has fixed the record date for the Meeting as the close of business on March 21, 2023 (the "Record Date"). Shareholders of record as at the Record Date are entitled to receive notice of, to attend and to vote at the Meeting, or any adjournment(s) or postponement(s) thereof.

Signature of Proxy

The form of proxy must be executed by the shareholder or his attorney authorized in writing, or if the shareholder is a corporation, the form of proxy should be signed by an authorized signatory duly authorized by resolutions of the directors of such corporation, which resolutions must accompany the form of proxy. A proxy signed by a person acting as attorney or in some other representative capacity should reflect such person's capacity following his signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with Taiga).

Proxy Instructions

The persons named as proxyholders in the accompanying form of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed as proxyholders at the Meeting in accordance with the direction of the shareholder appointing them, on any show of hands and/or on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the persons appointed as proxyholders will vote accordingly. If no choice is specified by a shareholder of Taiga with respect to any matter identified in the proxy or any amendment or variation to such matter, it is intended that the persons designated by management in the proxy will vote the Common Shares represented thereby in favour of such matter.

Exercise of Discretion of Proxyholder

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to (a) each matter or group of matters identified therein for which a choice is not specified; (b) any amendment to or variation of any matter identified therein; and (c) to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. At the date of this Information Circular, management of Taiga knows of no amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if other matters should properly come before the Meeting, the Proxy will be voted on such matters in accordance with the best judgment of the person(s) voting the Proxy.

NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Certain shareholders of Taiga are "non-registered shareholders" because the Common Shares they own are not registered in their name but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased their shares. More particularly, a person is not a registered shareholder in respect of Common Shares which are held on behalf of that person (the "Non-Registered Holder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans); or (b) in the name of a depository (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

There are two kinds of Non-Registered Holders: those who object to their name being made known to the issuers of securities they own (called "OBOs" for "Objecting Beneficial Owners") and those who do not object to their name being made known to the issuers of securities which they own (called "NOBOs" for "Non-Objecting Beneficial Owners").

In accordance with National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"),we have elected to send copies of the Meeting Materials directly to the Canadian NOBOs and indirectly through Intermediaries for onward distribution to the OBOs and NOBOs in the United States. We will also pay the fees and costs of Intermediaries for their services in delivering the Meeting Materials to OBOs in accordance

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