NORTH WEST TERMINAL LTD. QUESTIONNAIRE FOR DIRECTORS AND NOMINEES 2017 INFORMATION CIRCULAR

Transcription

1 December 22, 2016 NORTH WEST TERMINAL LTD. QUESTIONNAIRE FOR DIRECTORS AND NOMINEES 2017 INFORMATION CIRCULAR Please Note: Completed form must be returned to the offices of North West Terminal Ltd. (Attention: Larry Briggs, Governance Committee) by 4:30 pm. February 1, 2017 Set out below are questions for each director and nominee for director which relates to specific information which NWT is required under applicable securities law to disclose in the Information Circular being prepared in connection with the upcoming annual and special meeting of shareholders. The process of disclosure is a continuing obligation. Consequently, if any of the facts or circumstances reported in this questionnaire should change, the changes should be immediately reported to Larry Briggs, NWT Board of Directors - Governance Committee at (306) (cell). Please note that the terms "associate" and "affiliate", which are referred to in this questionnaire, are defined in Schedule "A" to this questionnaire. 1. Intention to Action (Directors and Nominees only) Do you intend to oppose any action to be voted on at the meeting of shareholders? For your reference, the "actions to be voted on" will be outlined in the "Notice of Annual and Special Meeting" and which will be forwarded to all current directors and nominees in draft form no later than January 20, If "Yes", please indicate the action(s) you intend to oppose. 2. Director and Nominees Personal Information (Directors and Nominees only) Please provide your present principal occupation, business or employment and the name of any company that employs you: Please provide any other occupation, business or employment that you have been engaged in during the last five years:

2 Please provide the following information: Place of residence (ii) years in which you have been a director, including any prior terms as a director (e.g ) (iv) any offices you currently hold or previously held within NWT (e.g. President, Secretary) the Board committees you are currently a member of (e.g. audit): 3. Share Ownership (Directors and Nominees only) Please disclose the number of voting shares of NWT (Class A and B shares) beneficially owned, directly or indirectly, or over which control or direction is exercised by you. Class of Shares Number of Shares Registered Holder Relationship of Registered Holder to you Share Ownership Over 10% (Directors and Nominees only) Do you, together with any of your associates or affiliates, beneficially own, directly or indirectly, or control or direct the voting of more than 10 percent of the Class A and Class B shares of NWT? (Please note the definition of "associates" and "affiliates" in Schedule "A".) If "Yes", please provide the following details:

3 Description and Amount of Shares held by your affiliates or associates Registered Holder Relationship of Registered Holder to you Previous Cease Trade Orders & Bankruptcy (Directors and Nominees only) Have you, within the last 10 years, been the director or officer of a company that: (A) was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation; (B) after you ceased to be a director or officer, was subject to an event that resulted in the company being the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation; or (C) was involved in any bankruptcy or insolvency proceedings? If Yes, please provide description, including the basis on which the order was made and advise whether the order is still in effect. (ii) Within the last 10 years, have you become bankrupt or been involved in any other bankruptcy or insolvency proceedings? If Yes, please provide description.

4 4. Material Transactions (Directors and Nominees and Officers) In compliance with securities laws, NWT is required to disclose all material transactions which you or your associates have had with NWT since October 31, 2010 or which you or your associates intend on having with NWT in the future. If you or your associates have had or intend on having any transactions with NWT (other than transactions relating to the supply of grain or the purchase of crop inputs in the ordinary course of business) please contact NWT's legal counsel Stathy Markatos at (306) to discuss these matters further. 5. Indebtedness (Directors and Nominees and Officers) In compliance with securities laws, NWT is required to disclose all indebtedness owing by you or your associates to NWT in excess of $50,000 or which has been made on terms of payment which are more favourable than those generally available to NWT employees. If you or your associates are indebted to NWT for an amount in excess of $50,000 or the terms of payment are more favourable than available to NWT employees, please contact NWT's legal counsel Stathy Markatos at (306) to discuss these matters further. CERTIFICATE I understand that the above information will be used by NWT in the preparation of its Information Circular for the current year and certify that my responses are true, accurate and complete in all material respects. I will advise NWT as to any events relating to the items in this questionnaire which occur between now and the date on which the Information Circular is mailed to the shareholders of NWT. Name: Signature: Date:

5 Schedule "A" "associate", where used to indicate a relationship with a person or company, means: (ii) (iv) (v) (vi) any issuer of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10 percent of the voting rights attached to all voting securities of the issuer currently outstanding; any partner, other than a limited partner, of that person or company; any trust or estate in which the person or company has a substantial beneficial interest or for which such person or company serves as trustee or in any similar capacity; a spouse or spousal equivalent of that person; any relative of that person; or any other person who has the same residence as that person. An issuer is deemed to be an affiliate of another issuer where: one of them is the subsidiary of the other; both are subsidiaries of the same issuer; or each of them is controlled by the same person or company. A person or company is considered to control another person or company if the person or company, directly or indirectly, has the power to direct the management and policies of the other person or company by virtue of: (d) the ownership or direction of voting securities of the other person or company; a written agreement or trust instrument; being the general partner or controlling the general partner of the other person or company; or being the trustee of the other person or company. An issuer is deemed to be a subsidiary of another company if: it is controlled by: (ii) that other; or that other and one or more companies, each of which is controlled by that other; or two or more companies, each of which is controlled by that other; or it is a subsidiary of a company that is that other's subsidiary.