GFL Environmental : Notice of Meeting and Management Information Circular (2026 Circular SEDAR)

About this update from Gfl Environmental Inc

GFL ENVIRONMENTAL INC. Notice of 2026 Annual and Special Meeting of Shareholders and Management Information Circular MESSAGE FROM Our Founder and CEO Dear Fellow Shareholders: On behalf of the Board of Directors, I am pleased to invite you to attend the Annual and Special Meeting of Shareholders of GFL Environmental Inc. on Wednesday May 13, 2026 at 10:00 a.m. (Eastern Time). We will be holding our meeting in a live, virtual-only format, conducted via audio webcast at: https://meetings.lumiconnect.com/400-793-639-180 . Annual meetings present a valuable opportunity for shareholders to engage with us, ask questions of management and express their views. Even though this will be a virtual meeting, shareholders will be able to vote on all business properly brought before the meeting and submit questions for consideration of management, similar to an in-person meeting. I encourage each of you to consider the items of business outlined in the attached Management Information Circular and to cast your vote. I also encourage you to submit questions for management during the webcast through the link noted above. I look forward to speaking with you all on May 13. GFL ENVIRONMENTAL INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS To the holders of Subordinate Voting Shares, Multiple Voting Shares, Series A Convertible Preferred Shares and Series B Convertible Preferred Shares: NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of the holders of subordinate voting shares, multiple voting shares, Series A convertible preferred shares and Series B convertible preferred shares (collectively, the " shares ") of GFL Environmental Inc. (" GFL ") will be held on May 13, 2026 at 10:00 a.m. (Eastern Time) via live audio webcast at https://meetings.lumiconnect.com/400-793-639-180 (case sensitive password: gfl2026) for the following purposes: To receive GFL's annual audited financial statements for the financial year ended December 31, 2025, including the external auditor's report thereon; To elect the directors of GFL who will serve until the end of the next annual general meeting of shareholders or until their successors are elected or appointed; To appoint the external auditor of GFL, who will serve until the end of the next annual general meeting of shareholders and authorize the board of directors of GFL to fix their remuneration; To approve a resolution to renew GFL's Omnibus Long-Term Incentive Plan, as more fully described in the accompanying management information circular dated March 31, 2026 (the " Circular "); To approve a resolution to renew GFL's Director DSU Plan, as more fully described in the Circular; To consider an advisory non-binding resolution on GFL's approach to executive compensation disclosed in the Circular; and To consider such other business that may properly come before the Meeting or any adjournment thereof. Our Circular provides additional information relating to matters to be dealt with at the Meeting. Shareholders are reminded to review the Circular before voting. In this Notice, "we", "us", "our", "GFL" and the "Company" refer to GFL Environmental Inc. and all entities controlled by it unless the context otherwise requires. "You" and "your" refer to GFL's shareholders. Virtual only format The Company is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Subject to the requirements described herein, all shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate at the Meeting and engage with directors of the Company and management as well as other shareholders, including to ask questions and hear questions from other shareholders, as if they were present in person at the meeting. However, shareholders will not be able to attend the Meeting in person. Given the broad geographical base of the Company's shareholders, virtual meetings allow for greater participation and shareholder engagement, in a cost-effective and sustainable manner. Registered shareholders and duly appointed proxyholders will be able to attend and vote at the Meeting online. Non-registered shareholders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting. Meeting attendees can ask questions prior to or during the Meeting by following the instructions on the Meeting website. Questions relevant to the business of GFL or the Meeting may be submitted in the field provided by the virtual Meeting platform. An audio recording of the Meeting, including the question and answer segment, will be available on our website at http://investors.gflenv.com after the Meeting. Meeting Materials This year, we are not using the notice-and-access mechanism under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and are instead mailing full sets of the Meeting Materials to our shareholders. " Meeting Materials " include the Circular, this Notice of Meeting and the form of proxy or voting instruction form. You have the right to vote You are entitled to receive notice of and vote at the Meeting or any adjournment or postponement of the Meeting if you are a holder of GFL's shares on the record date, which the board of directors of the Company has fixed as April 13, 2026. No shareholders becoming shareholders of record after that time will be entitled to vote at the Meeting, or any adjournment or postponement thereof. Your vote is important As a GFL shareholder, it is important that you read this Notice and the accompanying materials carefully. You have one vote for each subordinate voting share and 10 votes for each multiple voting share you held on April 13, 2026. You have one vote for each Series A convertible preferred share or Series B convertible preferred share (collectively, the " Convertible Preferred Shares ") you held on April 13, 2026, provided that you are deemed to have held such number of Convertible Preferred Shares that is equal to the number of subordinate voting shares into which your Convertible Preferred Shares were convertible pursuant to the terms of the applicable Convertible Preferred Shares as of such date. If you are a registered shareholder or duly appointed proxyholder, you are entitled to vote at the Meeting online. If you are unable to attend the Meeting, you are requested to vote your shares using the form of proxy or voting instruction form, as applicable, in the Meeting Materials. Registered shareholders should complete and sign the form of proxy and return it in the envelope provided. Alternative methods of voting by proxy are outlined in the Circular. If you are a non-registered shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for shares held through intermediaries. Shareholders who wish to appoint a proxyholder other than the persons designated by us (including a non-registered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions on their form of proxy or voting instruction form, as applicable. These instructions include the additional step of registering such proxyholder with Computershare, after submitting their form of proxy or voting instruction form, as applicable. Failure to register the proxyholder will result in the proxyholder not receiving a username that is required for them to participate or vote at the Meeting online and, consequently, only being able to attend the Meeting online as a guest. To register a proxyholder, shareholders MUST visit http://www.computershare.com/GFL and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with a username via email. Non-registered shareholders located in the United States must also provide Computershare with a duly completed legal proxy by email to [email protected], or by courier to Computershare Investor Services Inc., 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, if they wish to vote at the Meeting or appoint a third-party as their proxyholder. To be valid, proxies must be received by our transfer agent, Computershare, by no later than 10:00 a.m. (Eastern Time) on May 11, 2026, or, if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. Shareholders can contact our transfer agent, Computershare, toll free at 1-800-564-6253 or by email at [email protected] , for more information regarding how to vote their shares. By order of the Board of Directors, (signed) Patrick Dovigi Patrick Dovigi President, Chief Executive Officer and Chair of the Board of Directors Miami Beach, Florida March 31, 2026 MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS About this Management Information Circular This management information circular (the " Circular ") is provided in connection with our annual and special meeting (the " Meeting ") of the holders of subordinate voting shares, multiple voting shares, Series A convertible preferred shares and Series B convertible preferred shares (collectively referred to herein as the " shares ") of GFL Environmental Inc. (the " Company ") to be held on May 13, 2026 at 10:00 a.m. (Eastern Time) via live audio webcast at https://meetings.lumiconnect.com/400-793-639-180 (case sensitive password: gfl2026). Your proxy is solicited by the management of the Company for the items described in the Notice of Meeting (the "Notice") . We usually make our request by mail, but our employees or agents may also solicit your proxy by telephone, internet, fax or other ways at a nominal cost borne by the Company. The Company is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. All shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of the Company and management as well as other shareholders. Shareholders will not be able to attend the Meeting in person. The information in this document is as of March 31, 2026, unless otherwise indicated. References to "we", "us", "our", "GFL" and "the Company" refer to GFL Environmental Inc. and all entities controlled by it unless the context otherwise requires. "You" and "your" refer to GFL shareholders. Unless otherwise indicated, all references to "$" or "dollars" in this Circular refer to Canadian dollars and all references to U.S. dollars and "US$" are to United States dollars. Cautionary Note Regarding Forward-Looking Information This Circular contains forward-looking statements and forward-looking information (collectively, " forward-looking information ") within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved", although not all forward-looking information includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated and is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the risk factors described in greater detail under the heading entitled "Risk Factors" in the Company's annual information form for the year ended December 31, 2025 (the " AIF "), which is available under the Company's profile on SEDAR+ at http://www.sedarplus.ca , and the annual report on Form 40-F for the year ended December 31, 2025 (the " Annual Report "), which includes the AIF, is available under the Company's profile on EDGAR at http://sec.gov . Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this Circular represents our expectations as of the date of this Circular (or as the date they are otherwise stated to be made) and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable laws. PROXY SUMMARY This summary highlights some of the important information contained in this Circular. It does not contain all of the information that you should consider, and you should read the entire Circular carefully before voting. Shareholder Voting Matters and Board Recommendation Voting Matter Board Recommendation Proposal 1 - Election of Directors: The eight director nominees set out below are being elected to hold office until the close of the next annual meeting or until their respective successors are elected or appointed (page 10). FOR each director nominee Proposal 2 - Appointing KPMG LLP as auditor: KPMG LLP is being appointed as the Company's external auditor until the next annual general meeting of shareholders or until a successor auditor is appointed and that the Board be authorized to fix the auditor's remuneration (page 23). FOR Proposal 3 - Renewal of LTIP: The Board has determined to seek shareholder approval for the renewal of the Company's Omnibus Long-Term Incentive Plan (" LTIP ") at the Meeting in accordance with the rules of the Toronto Stock Exchange (" TSX "), as set out in the resolution in this Circular (the " LTIP Renewal Resolution "), which will also approve all unallocated options, rights or other entitlements under the LTIP and allow the Company to continue granting options, rights or other entitlements under the LTIP until May 13, 2029 (page 23). FOR Proposal 4 - Renewal of DSU Plan: The Board has determined to seek shareholder approval for the renewal of the Company's Director Deferred Share Unit Plan (the " DSU Plan ") at the Meeting in accordance with the rules of the TSX, as set out in the resolution in this Circular (the " DSU Plan Renewal Resolution "), which will also approve all unallocated deferred share units under the DSU Plan, and allow the Company to continue granting options, rights or other entitlements under the DSU Plan until May 13, 2029 (page 24). FOR Voting Matter Board Recommendation Proposal 5 - Consideration of Company Approach to Executive Compensation: The Company is providing shareholders with the opportunity to consider an advisory non-binding resolution on the Company's approach to executive compensation disclosed in the Circular (the " Say on Pay Advisory Resolution ") (page 25). FOR Nominees for Directors Name Age Tenure Independent Audit Nomination, Governance and Compensation Patrick Dovigi 46 Since 2007 Dino Chiesa 77 Since 2007 ✔ ✔ ✔ Violet Konkle 72 Since 2021 ✔ ✔ Sandra Levy 60 Since 2023 ✔ ✔ Jessica McDonald 57 Since 2022 ✔ ✔ Arun Nayar 75 Since 2018 ✔ ✔ ✔ Paolo Notarnicola 51 Since 2018 ✔ ✔ Ven Poole 64 Since 2018 ✔ Company Highlights GFL is the fourth largest diversified environmental services company in North America, providing comprehensive solid waste management services through our platform of facilities throughout Canada and 18 U.S. states. We have secured our significant footprint and leadership position in the environmental services industry through continual innovation, strategic and targeted growth, an inherent commitment to sustainability and investing in our employees and communities. Since our initial public offering (the " IPO "), the price of our subordinate voting shares on the New York Stock Exchange (" NYSE "), our Adjusted EBITDA and our Adjusted Free Cash Flow have more than doubled. Highlights for 2025 include: Revenue of $6,615.9 million; Adjusted EBITDA 1 of $1,985.0 million, an increase of 12.8% after taking into account the impact of the divestiture of the Environmental Services business; Achieved industry-leading Adjusted EBITDA margin 1 of 30.0% for the first time in the Company's history; 1 Adjusted EBITDA and Adjusted EBITDA margin are measures that are not calculated in accordance with International Financial Reporting Standards (" IFRS "). For a reconciliation of Adjusted EBITDA to the comparable measure calculated in accordance with IFRS, please refer to our earnings releases and other filings with the SEC and applicable securities commissions or similar regulatory authorities in Canada. Continued to reduce leverage, accelerating our path to an investment grade credit rating; Completed acquisitions generating approximately $290 million in annualized revenue; Completed $3.0 billion of share repurchases, representing over 10% of issued and outstanding subordinate voting shares; and Continued to partner with our communities through our Full Circle Project, including donating more than $4 million to local charities. 2025 Executive Compensation Program Pay-for-Performance (page 31); Long-Term Incentive Plan (page 50); Double-trigger change of control for our CEO and other NEOs (page 42); Compensation Clawback Policy (page 40); Anti-Hedging Policy (page 40); Independent compensation consultant and peer group benchmarking (page 32); and "Say on Pay" vote (page 25). Corporate Governance and Risk Management Highlights Majority Voting Policy for the election of directors (page 12); Code of Ethics (page 58); Minimum Share Ownership Guidelines for our eligible directors and NEOs (page 39); Sustainability initiatives (page 63); Succession planning (page 63); and Skills Matrix for the assessment of Board composition and skills (page 57). Important Information As a GFL shareholder, it is important that you read the information in the Circular carefully and then vote your shares, either by proxy or by attending the online Meeting. Whether or not you plan to attend the Meeting, we encourage you to vote and submit your proxy in order to ensure the presence of a quorum. The Circular, the Notice and the form of proxy or voting instruction form (collectively, the "Meeting Materials"), as well as the AIF, can be viewed under the Company's profile on SEDAR+ at http://www.sedarplus.ca and EDGAR at http://sec.gov . The Annual Report, which includes the AIF, can be viewed under the Company's profile on EDGAR at http://sec.gov and on the Company's website at http://investors.gflenv.com . Information contained on, or that can be accessed through, our website does not constitute a part of this Notice and is not incorporated by reference herein. TABLE OF CONTENTS GENERAL INFORMATION 1 Voting Information 1 How to Attend the Online Meeting . 2 How to Vote - Registered Shareholders 2 How to Vote - Non-Registered Shareholders 4 Exercise of Discretion of Proxyholders 6 Record Date and Quorum 6 Votes Necessary to Pass Resolutions . 7 Additional Information 7 BUSINESS OF THE MEETING 8 Receiving the Audited Annual Financial Statements 8 Proposal 1 - Election of Directors 8 Proposal 2 - Appointment of Independent Auditor 8 Proposal 3 - LTIP Renewal Resolution 8 Proposal 4 - DSU Plan Renewal Resolution 8 Proposal 5 - Say on Pay Advisory Resolution 9 Considering Other Business 9 PROPOSAL 1 - ELECTION OF DIRECTORS 10 Investor Rights Agreements 10 Advance Notice Provisions 11 Majority Voting Policy 12 Description of Proposed Director Nominees 13 PROPOSAL 2 - APPOINTMENT OF INDEPENDENT AUDITOR 23 PROPOSAL 3 - LTIP RENEWAL RESOLUTION 23 PROPOSAL 4 - DSU PLAN RENEWAL RESOLUTION 24 PROPOSAL 5 - ADVISORY VOTE ON EXECUTIVE COMPENSATION 25 DIRECTOR COMPENSATION 27 Director Compensation Table 27 Outstanding Option-Based and Share-Based Awards for Directors 28 Incentive Plan Awards - Value Vested or Earned During the Year 28 Deferred Share Unit Plan 28 COMPENSATION DISCUSSION AND ANALYSIS 30 Executive Summary 30 Approach to Compensation and Role of the NGC Committee 32 Shareholder Engagement 32 Independent Compensation Consultant and Peer Group Comparisons 32 Principal Elements of Compensation 33 Other Compensation Policies 39 Termination and Change of Control Benefits 42 Executive Compensation and Related Tables 44 PERFORMANCE GRAPH 49 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 50 Equity Compensation Plan Information 50 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 53 CORPORATE GOVERNANCE 53 General 53 Board of Directors 54 Position Descriptions 57 Committees of our Board 60 Board and Senior Executive Inclusion Policy 64 OTHER IMPORTANT INFORMATION 65 Voting Securities 65 Investor Rights Agreements 67 Principal Holders of Voting Securities 68 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 68 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 68 SHAREHOLDER PROPOSALS 69 ADDITIONAL INFORMATION 69 Documents you can request 69 APPROVAL BY DIRECTORS 69 APPENDIX "A" - MANDATE OF THE BOARD OF DIRECTORS . . . . . . . . A-1 APPENDIX "B" - AUDIT COMMITTEE CHARTER . . . . . . . . . . . . . . . . B-1 GENERAL INFORMATION As a registered shareholder, you have the right to attend and vote at the Meeting as set out in this Circular. Please read this Circular, as it gives you information that you need to know to cast your vote. We also encourage you to read our 2025 Financial Statements and 2025 MD&A (each as defined below). The following information provides guidance on how to vote your shares. Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves or a third party as proxyholder) will be able to attend and vote at the Meeting online. Non-registered shareholders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting. The information in this document is as of March 31, 2026, unless otherwise indicated. References to "we", "us", "our", "GFL" and "the Company" refer to GFL Environmental Inc. and all entities controlled by it unless the context otherwise requires. "You" and "your" refer to GFL shareholders. Unless otherwise indicated, all references to "$" or "dollars" in this Circular refer to Canadian dollars and all references to U.S. dollars and "US$" are to United States dollars. Some elements of compensation awarded to our directors and named executive officers (" NEOs ") are provided in U.S. dollars. U.S. dollar amounts for Option-Based Awards, Share-Based Awards and Non-equity Incentive Plan Compensation have been converted to Canadian dollars using the Bank of Canada's exchange rate on the last day of the applicable fiscal year (US$1.00=$1.3706 for 2025, US$1.00=$1.4389 for 2024 and US$1.00=$1.3226 for 2023). U.S. dollar amounts for cash compensation or fees paid to our NEOs, directors and independent compensation consultant, and certain Share-Based Awards for Fiscal 2025 presented under "Executive Compensation and Related Tables" have been converted to Canadian dollars using the Bank of Canada's average exchange rate for the applicable fiscal year (US$1.00=$1.3978 for 2025, US$1.00=$1.3698 for 2024 and US$1.00=$1.3495 for 2023). If you have any questions about any of the information in this Circular, please contact Mindy Gilbert, Executive Vice President and Chief Legal Officer at [email protected] . Voting Information As a shareholder of GFL, it is very important that you read this information carefully and then vote your shares, either by proxy or by attending the online Meeting. Voting by proxy means that you are giving the person or people named on your proxy form (each a " proxyholder ") the authority to vote your shares for you at the Meeting or any adjournment or postponement thereof. A proxy form or voting instruction form, as applicable, is included in the Meeting Materials. If you vote by proxy, the individuals who are named on the proxy form will vote your shares for you, unless you appoint someone else to be your proxyholder. You have the right to appoint another person of your choice who need not be a shareholder to represent you at the Meeting. If you appoint someone else, they must attend the online Meeting to vote your shares. See "How to Vote - Registered Shareholders" or "How to Vote - Non-Registered Shareholders" for additional information. If you are voting your shares by proxy, our transfer agent, Computershare Investor Services Inc. (" Computershare "), must receive your signed proxy form by 10:00 a.m. (Eastern Time) on May 11, 2026 or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. The time limit for deposit of proxies may be waived by the chair of the Meeting (the " Chair of the Meeting ") in the Chair of the Meeting's sole discretion without notice. How to Attend the Online Meeting We are holding our Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to physically attend the Meeting. Registered Shareholders (as defined below) and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://meetings.lumiconnect.com/400-793-639-180 . Such persons may enter the Meeting by clicking "I have a login" and entering a username and the case sensitive password "gfl2026" before the start of the Meeting. The username for registered shareholders is the 15-digit control number located on the form of proxy you received. The username for duly appointed proxyholders will be provided to you by Computershare after the voting deadline has passed. Guests, including Non-Registered Shareholders (as defined below) who have not duly appointed themselves as a proxyholder, can login to the Meeting by clicking "I am a guest" and completing the online form. Guests will be able to listen to the Meeting, but will not be able to vote at the Meeting. See "How to Vote - Registered Shareholders" or "How to Vote - Non-Registered Shareholders" for additional information on voting at the Meeting and additional information on appointing yourself as a proxyholder and registering with Computershare. Meeting attendees can ask questions prior to or during the Meeting by following the instructions on the Meeting website. Questions relevant to the business of GFL or the Meeting may be submitted in the field provided by the virtual Meeting platform. An audio recording of the Meeting, including the question and answer segment, will be available on our website at http://investors.gflenv.com after the Meeting. If you attend the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 10:00 a.m. (Eastern Time) on May 13, 2026, unless otherwise adjourned or postponed. Online check-in will begin one hour prior to the Meeting, at 9:00 a.m. (Eastern Time). You should allow ample time for online check-in procedures. If you have difficulty accessing the Meeting, live technical support will be available on the virtual Meeting platform. In addition, the virtual Meeting webcast provider, Lumi, provides virtual meeting shareholder support, available at: [email protected] . Information included on the Lumi website is not incorporated by reference into and does not form a part of this Circular. How to Vote - Registered Shareholders You are a registered shareholder (" Registered Shareholder ") if your name appears on your share certificate or on a Direct Registration System Advice or Statement. If you are a Registered Shareholder, you will receive a proxy form. Voting by Proxy Before the Meeting You may vote before the Meeting by completing your form of proxy in accordance with the instructions provided therein. Registered Shareholders have three options to vote by proxy: Online: Go to https://www.investorvote.com and follow the instructions on screen. You will need the 15-digit control number listed on your proxy. You do not need to return your proxy form if you vote on the Internet. By Mail or Courier: Complete, sign and date the proxy form and return it in the envelope we have provided to 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, Attn: Proxy Department. Proxies must be returned in advance of the deadline. Please see the form of proxy for more information. By Telephone: Call 1-866-732-8683 from a touch tone telephone and follow the instructions provided. You will need the 15-digit control number listed on your proxy. You do not need to return your proxy form if you vote by telephone. If you vote by proxy, the individuals named on the proxy form will vote your shares for you unless you appoint someone else to be your proxyholder. You have the right to appoint another person of your choice who need not be a shareholder to represent you at the Meeting, (a "third-party proxyholder") other than the persons designated in the proxy form. See below under "Appointment of a Third-Party as Proxy" for instructions. Appointment of a Third-Party as Proxy If you wish to appoint a third-party proxyholder to represent you and vote your shares at the Meeting, you MUST submit your form of proxy appointing that third-party proxyholder prior to registering such proxyholder with our transfer agent, Computershare. Registering your third-party proxyholder with Computershare is an additional step to be completed AFTER you have submitted your form of proxy . Failure to register the proxyholder will result in the proxyholder not receiving a username that is required for them to vote at the Meeting and, consequently, only being able to attend the Meeting as a guest. Step 1: Submit your form of proxy: To appoint a third-party proxyholder, insert such person's name in the blank space provided in the form of proxy and follow the instructions for submitting such form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy. Step 2: Register your proxyholder: To register a third-party proxyholder, shareholders MUST visit http://www.computershare.com/GFL and provide Computershare with their proxyholder's contact information by no later than 10:00 a.m. (Eastern Time) on May 11, 2026, or 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of any adjournment(s) or postponement(s) of the Meeting. Computershare will then provide the proxyholder with a username by email after the proxy voting deadline has passed. See "How to Attend the Online Meeting" for additional information on how to login to the Meeting. Without a username, proxyholders will not be able to vote at the Meeting but will be able to attend as a guest. Make sure that the person you appoint as your third-party proxyholder is aware that they have been appointed and attends the Meeting. Voting Online at the Meeting If you are a Registered Shareholder and choose to vote online at the Meeting, you do not need to complete or return your proxy form. Simply login to the Meeting and complete a ballot online during the Meeting. The 15-digit control number located on the proxy form is the username for purposes of logging in to the Meeting. If you are a duly appointed proxyholder, your username will have been provided to you by Computershare. See "How to Attend the Online Meeting" for additional information on how to login to the Meeting. Changing or Revoking your Vote You can change a vote you made by proxy by: voting again online at https://www.investorvote.com before 10:00 a.m. (Eastern Time) on May 11, 2026; or completing a proxy form that is dated later than the proxy form you are changing and providing it to Computershare so that it is received before 10:00 a.m. (Eastern Time) on May 11, 2026. You can revoke a vote you made by proxy by: completing a proxy form that is dated later than the proxy form you are revoking and providing it to Computershare so that it is received before 10:00 a.m. (Eastern Time) on May 11, 2026; sending a revocation notice in writing to the Corporate Secretary of the Company at its registered office so that it is received at any time up to and including the last business day before the date of the Meeting or any adjournment or postponement thereof; or requesting from the Chair of the Meeting in writing on the day of the Meeting or any adjournment or postponement thereof that your proxy be revoked. The written request can be from you or your authorized attorney. If as a Registered Shareholder you are using your 15-digit Control Number to login to the Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. If you vote by online ballot at the Meeting, you will be revoking any and all previously submitted proxies for the Meeting. If you do not vote by online ballot at the Meeting, your previously submitted proxies will not be revoked and will continue to be counted by Computershare in tabulating the vote with respect to the matters put forth at the Meeting. How to Vote - Non-Registered Shareholders You are a non-registered (or beneficial) shareholder (a " Non-Registered Shareholder ") if your shares are registered in the name of an intermediary such as a bank, trust company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans (each an " Intermediary ") or in the name of a depository (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. If so, your shares will not be registered in your name on our records. Unless you instruct your Intermediary to vote in accordance with their request for voting instructions, they are generally prohibited from voting your shares, as shares should only be voted upon instructions of the beneficial holder. To vote by proxy before the Meeting, complete and return the enclosed form of proxy or voting instruction form in accordance with the instructions provided therein. You may also vote your shares online through your nominee by following the instructions provided to you by them. Please read the instructions below regarding how to vote at, or attend, the Meeting under "Voting Online at the Meeting or Appointment of a Third-Party as Proxy". If you are not sure whether you are a Registered Shareholder or a Non-Registered Shareholder, or have any questions regarding voting procedures (including your control number or username and password) or completing your proxy form or voting instruction form, please contact our transfer agent, Computershare: Phone: 1-800-564-6253 (toll-free in Canada and the United States) 514-982-7555 (from outside Canada and the United States) Fax: 1-888-453-0330 (toll-free in Canada and the United States) 514-982-7635 (from outside Canada and the United States) Mail: 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6 E-mail: [email protected] Voting Online at the Meeting or Appointment of a Third-Party as Proxy We do not have access to the names or holdings of our Non-Registered Shareholders. If you are a Non-Registered Shareholder and wish to vote at the Meeting, or have a third-party attend and vote on your behalf, you MUST submit your voting instruction form or form of proxy (as applicable), appointing yourself or such third-party proxyholder AND you must also register yourself or such third-party proxyholder with our transfer agent, Computershare, after submitting your voting instruction form or form of proxy . Registering yourself or your third-party proxyholder with Computershare is an additional step to be completed AFTER you have submitted your voting instruction form or form of proxy. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required for them to vote at the Meeting and, consequently, only being able to attend the Meeting as a guest. Step 1: Submit your voting instruction form or form of proxy: Appoint yourself or the third-party you wish to appoint as proxyholder by inserting your own name, or such third-party's name, in the space provided on the voting instruction form or form of proxy sent to you by your Intermediary. Follow all of the applicable instructions provided by your Intermediary (including the deadline). It is important that you carefully comply with the signature and return instructions provided by your Intermediary. If you have not received a package containing a voting instruction form or form of proxy, please contact your Intermediary. Step 2: Register your proxyholder: To register yourself, or the third-party you wish to appoint as your proxyholder, you must visit http://www.computershare.com/GFL and provide Computershare with your proxyholder's contact information by 10:00 a.m. (Eastern Time) on May 11, 2026, or 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of any adjournment(s) or postponement(s) of the Meeting. Computershare will then provide you or the third-party proxyholder with a username by email after the proxy voting deadline has passed. See "How to Attend the Online Meeting" for additional information on how to login to the Meeting. If you do not duly appoint yourself as proxyholder then you will only be able to attend the Meeting as a guest. Guests will be able to listen to the Meeting, but will not be able to vote at the Meeting. If you are a Non-Registered Shareholder located in the United States and wish to vote at the Meeting or, if permitted, appoint a third-party as your proxyholder , you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the proxy form or the voting instruction form sent to you, or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to Computershare. Requests for registration from Non-Registered Shareholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third-party as their proxyholder must be sent by email to [email protected] , or by courier to Computershare Investor Services Inc., 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, and, in both cases must be labeled "Legal Proxy" and received no later than the voting deadline of 10:00 a.m. (Eastern Time) on May 11, 2026 or 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of any adjournment(s) or postponement(s) of the Meeting. Non-Registered Shareholders located in the United States must also register their proxyholder with Computershare as described above. Revoking your Vote A Non-Registered Shareholder may revoke a voting instruction form or proxy which has been given to an Intermediary by written notice to the Intermediary or by submitting a voting instruction form or proxy bearing a later date in accordance with the applicable instructions. In order to ensure that an Intermediary acts upon a revocation of a proxy or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting. Exercise of Discretion of Proxyholders You can choose to vote "For", or "Withhold" or "Against", as applicable, on the items listed on the proxy form or voting instruction form. When you sign the proxy form, you authorize the directors and/or officers of the Company who are named in the proxy form to vote your shares for you at the Meeting according to your instructions, unless you have appointed a third-party proxyholder to act as your proxy. If you return your proxy form and do not tell us how you want to vote your shares, your shares will be voted (i) FOR electing the nominee directors who are listed in the Circular; (ii) FOR appointing KPMG LLP (" KPMG ") as auditor of GFL and authorizing the Board to set the auditor's remuneration; (iii) FOR the LTIP Renewal Resolution; (iv) FOR the DSU Plan Renewal Resolution; and (v) FOR the Say on Pay Advisory Resolution. If you do not specify how you want your shares voted, your proxyholder will vote your shares as they see fit on each item and on any other matter that may properly come before the Meeting. In addition, the enclosed form of proxy and any voting instructions confer discretionary authority upon the persons named therein with respect to matters not specifically mentioned in the Notice but which may properly come before the Meeting or any adjournment or postponement thereof, and with respect to amendments or variations to matters identified in the Notice. As of the date hereof, management of the Company is not aware of any such amendments, variations or other matters to come before the Meeting other than matters referred to in the Notice and routine matters incidental to the conduct of the Meeting. If any further business is properly brought before the Meeting, it is intended that the persons appointed as proxyholder will vote on such other business matters in such manner as such persons then consider being proper. Record Date and Quorum The Board has fixed the close of business on April 13, 2026 as the record date (the "Record Date") for determining shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. No shareholder who becomes a shareholder of record after the Record Date will be entitled to vote at the Meeting, or any adjournment or postponement thereof. The quorum for any meeting of shareholders is at least two holders present in person or represented by proxy who, together, hold not less than 25% of the voting rights attaching to our outstanding shares entitled to be voted at the meeting. Votes Necessary to Pass Resolutions You have one vote for each subordinate voting share and 10 votes for each multiple voting share you held on April 13, 2026. You have one vote for each Series A convertible preferred share or Series B convertible preferred share (collectively, the " Convertible Preferred Shares ") you held on April 13, 2026, provided that you are deemed to have held such number of Convertible Preferred Shares that is equal to the number of subordinate voting shares into which your Convertible Preferred Shares were convertible pursuant to the terms of the applicable Convertible Preferred Shares as of such date. As at the close of business on March 31, 2026, 346,876,036 subordinate voting shares, 11,812,964 multiple voting shares and 14,782,495 subordinate voting shares issuable upon conversion of the Convertible Preferred Shares were entitled to be voted at the Meeting. Each holder of Convertible Preferred Shares is entitled to vote, to the greatest extent possible, with holders of subordinate voting shares and multiple voting shares as a single class. For purposes of the Meeting, our subordinate voting shares, multiple voting shares and Convertible Preferred Shares vote together as a single class. Please see "Other Important Information - Voting Securities" in this Circular for more information. Each of the items to be voted upon at the Meeting, as set forth in the Notice, will be determined by a majority of votes cast at the Meeting by proxy or online. For details concerning the Company's majority voting policy with respect to the election of directors, see "Proposal 1 - Election of Directors - Majority Voting Policy". Computershare will count and tabulate the votes for us. Additional Information Solicitation of Proxies The information contained in this Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company to be used at the Meeting and for the purposes set forth in the Notice . It is expected that the solicitation of proxies will be primarily by mail but proxies may also be solicited personally by telephone or other electronic means by management of the Company, including its directors and officers, without special compensation. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. Delivery of Meeting Materials The Meeting Materials are being mailed to Registered Shareholders through our transfer agent, Computershare, and to Non-Registered Shareholders through their intermediaries. The Company intends to pay for intermediaries to forward such Meeting Materials to objecting beneficial owners under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer. General Enquiries For general shareholder enquiries, you can contact our transfer agent, Computershare: Phone: 1-800-564-6253 (toll-free in Canada and the United States) 514-982-7555 (from outside Canada and the United States) Fax: 1-888-453-0330 (toll-free in Canada and the United States) 514-982-7635 (from outside Canada and the United States) Mail: 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6 E-mail: [email protected] BUSINESS OF THE MEETING The business of the Meeting will be the following items: Receiving the Audited Annual Financial Statements At the Meeting, shareholders will receive and consider the Company's audited annual financial statements for the year ended December 31, 2025 (" Fiscal 2025 "), including the auditor's report thereon (the " 2025 Financial Statements "). The 2025 Financial Statements, together with the management's discussion and analysis thereon (the " 2025 MD&A "), are available on the Company's website at http://investors.gflenv.com and on SEDAR+ at http://www.sedarplus.ca , and the annual report on Form 40-F for the year ended December 31, 2025 (the " Annual Report "), which includes the 2025 Financial Statements and 2025 MD&A, is available under the Company's profile on EDGAR at http://sec.gov . Proposal 1 - Election of Directors Our board of directors (the '' Board ") currently consists of eight directors. The Board recommends that the eight persons identified in the section "Election of Directors" be elected to serve on the Company's Board. Directors elected at the Meeting will serve, subject to our Articles (the " Articles ") and the Business Corporations Act (Ontario) (the " OBCA "), until the end of the next annual shareholder meeting or until their successors are elected or appointed. All of the individuals who have been nominated as directors are currently members of the Board. Proposal 2 - Appointment of Auditor The Board recommends that KPMG be appointed as auditor, and that the Board be authorized to fix the auditor's remuneration. KPMG was first appointed as the Company's auditor on August 20, 2021. The auditor will serve until the end of the next annual shareholder meeting or until a successor is appointed. Please see "Proposal 2 - Appointment of Independent Auditor" in this Circular for more information. Information concerning the fees paid to the auditors of the Company for Fiscal 2025 and for the year ended December 31, 2024 (" Fiscal 2024 ") may be found in the Company's annual information form for the year ended December 31, 2025 (the " AIF ") under the section "Auditor Service Fees". The AIF is available under the Company's profile on SEDAR+ at http://www.sedarplus.ca , and the Annual Report, which includes the AIF, is available under the Company's profile on EDGAR at http://sec.gov . Proposal 3 - LTIP Renewal Resolution Pursuant to the requirements of the Toronto Stock Exchange (" TSX "), the Company's Omnibus Long-Term Incentive Plan (" LTIP ") must be presented to the shareholders for approval of the unallocated entitlements every three years. The existing LTIP was initially made effective on March 5, 2020 (the date of the closing of our IPO) and was last approved by the shareholders at the Company's annual and special meeting held on May 17, 2023. As such, the Board has determined to seek shareholder approval for the renewal of the LTIP at the Meeting, as set out in the resolution in this Circular, which will also approve all unallocated options, rights or other entitlements under the LTIP and allow the Company to continue granting options, rights or other entitlements under the LTIP until May 13, 2029. The Board has unanimously approved, subject to regulatory and shareholder approval, renewal of the LTIP and all unallocated securities under the LTIP. Proposal 4 - DSU Plan Renewal Resolution Pursuant to the requirements of the TSX, the Director Deferred Share Unit Plan (the " DSU Plan ") must be presented to the shareholders for approval of the unallocated entitlements every three years. The existing DSU Plan was initially made effective on March 5, 2020 and was last approved by the shareholders at the Company's annual and special meeting held on May 17, 2023. As such, the Board has determined to seek shareholder approval for the renewal of the DSU Plan at the Meeting, as set out in the resolution in this Circular, which will also approve all unallocated deferred share units (" DSUs ") issuable pursuant to the DSU Plan and allow the Company to continue granting DSUs under the DSU Plan until May 13, 2029. The Board has unanimously approved, subject to regulatory and shareholder approval, renewal of the DSU Plan, and all unallocated DSUs under the DSU Plan. Proposal 5 - Say on Pay Advisory Resolution The Board recommends that the Say on Pay Advisory Resolution be approved. Our Nomination, Governance and Compensation Committee (the " NGC Committee ") and the Board spend considerable time and effort overseeing the Company's executive compensation program, and are satisfied that the policies and practices in place align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business, and providing incentives that encourage growth balanced with appropriate levels of risk-taking and a strong pay-for-performance relationship. This executive compensation approach allows the Company to attract, retain and motivate high quality and high performing senior executives who will be incented to optimize business performance and enhance shareholder value. As this is an advisory vote, the results will not be binding upon the Board. However, the NGC Committee will review and analyze the voting results and, as appropriate, take into account such results when reviewing executive compensation policies and programs in the future. Considering Other Business We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, your proxyholder can vote your shares on these items as they see fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their judgment. PROPOSAL 1 - ELECTION OF DIRECTORS Our Articles provide that the Board shall consist of a minimum of three and a maximum of fifteen directors, with the actual number to be determined from time to time by the Board. Under the OBCA, a director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors are elected by our shareholders at each annual meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed. Between annual general meetings of our shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of current directors who were elected or appointed other than as additional directors. Certain aspects of the composition and functioning of our Board may be subject to the rights of the Investors under the Investor Rights Agreements (each as defined below), which, among other things, provide for certain director nomination rights. See "Investor Rights Agreements" below. Subject to such agreements, nominees for election as directors will be recommended to our Board by our NGC Committee in accordance with the provisions of applicable corporate law and the charter of our NGC Committee. The Board unanimously recommends voting FOR the resolution to elect each of the eight nominated directors. If you do not specify how you want your shares voted, the individuals named as proxyholders in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the election as directors of each of the nominee directors listed in this Circular. All nominees have established their eligibility and willingness to serve as directors. As of the date hereof, management of the Company does not expect that any of the nominees will be unable to serve as a director. However, if, for any reason, at the time of the Meeting, any of the nominees are unable to serve and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees. Investor Rights Agreements Effective at the closing of the IPO, we entered into investor rights agreements (the " Investor Rights Agreements ") with each of BC Partners Advisors L.P. (" BC Partners "), Ontario Teachers' Pension Plan Board, (" Ontario Teachers "), Magny Cours Investment Pte Ltd. (" GIC ") and Patrick Dovigi, certain holding entities beneficially owned and controlled by Mr. Dovigi, his family members and discretionary trusts settled by family members of Mr. Dovigi (collectively, the " Dovigi Group ", and together with BC Partners, Ontario Teachers and GIC, the " Investors ") with respect to certain director nomination rights, governance matters and preemptive rights. The following is a summary of the material attributes and characteristics of the Investor Rights Agreements. This summary is qualified in its entirety by reference to the provisions of the Investor Rights Agreements, which contain a complete statement of those attributes and characteristics. The Investor Rights Agreements are filed with the Canadian securities regulatory authorities and available on SEDAR+ at http://www.sedarplus.ca and with the U.S. Securities and Exchange Commission (" SEC ") on EDGAR at http://sec.gov . The Investor Rights Agreements provide that BC Partners is entitled to nominate: 40% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, at least 30% of the issued and outstanding shares; 30% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, between 20% and 29.9% of the issued and outstanding shares; 20% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, between 10% and 19.9% of the issued and outstanding shares; and 10% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, between 5% and 9.9% of the issued and outstanding shares. The Investor Rights Agreements also provide that Ontario Teachers is entitled to nominate 10% of our directors (rounding up to the nearest whole number) for so long as it beneficially owns or controls, directly or indirectly, at least 5% of the issued and outstanding shares. The Investor Rights Agreements provide that the Dovigi Group is entitled to nominate 10% of our directors (rounding up to the nearest whole number) until such time as the multiple voting shares held by the Dovigi Group automatically convert to subordinate voting shares pursuant to our Articles. Additionally, for so long as Mr. Dovigi is our Chief Executive Officer, he will be nominated as a director and upon election he is entitled to be the Chairman of our Board. Notwithstanding the foregoing, Mr. Dovigi is entitled to resign as the Chairman at any time. Upon Mr. Dovigi ceasing to be a director, or in the event he does not wish to be the Chairman, then the Chairman will be appointed by our Board. Each of the Investors will not vote against or withhold their vote in respect of the other Investors' nominees. Additionally, the Investor Rights Agreements provide that, for so long as BC Partners beneficially owns or controls, directly or indirectly, at least 15% of the issued and outstanding shares, the Dovigi Group is only permitted to vote the multiple voting shares that it holds in a manner consistent with the recommendation of the director nominees of BC Partners on our Board; provided that the Dovigi Group is not required to vote the multiple voting shares that it holds in a manner consistent with the recommendation of the director nominees of BC Partners on any matter that will disproportionally adversely affect the Dovigi Group's economic or voting interest or is reasonably expected to disproportionally adversely affect the Dovigi Group's economic or voting interest relative to BC Partners. Advance Notice Provisions We have included certain advance notice provisions with respect to the election of our directors in our by-laws (the " Advance Notice Provisions "). Our Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated by shareholders in accordance with the Advance Notice Provisions are eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors. Under the Advance Notice Provisions, a shareholder wishing to nominate a director is required to provide us notice, in the prescribed form, within the prescribed time periods. The Advance Notice Provisions provide requirements for proper written form of notice, which must include information relating to: (i) the person whom a shareholder proposes to nominate for election as a director (the " proposed nominee "), including but not limited to the number of securities beneficially owned, or controlled or directed, directly or indirectly, by the proposed nominee and relationship between the nominating shareholder and the person nominated as a director; and (ii) the shareholder who is providing the notice, and each beneficial owner, if any, on whose behalf the nomination is made (the " nominating shareholder "), including but not limited to the number of securities beneficially owned, or controlled or directed, directly or indirectly, by the nominating shareholder and its joint actors, if any, any interests in, or rights or obligations associated with any agreement which alters the person's economic interest in a security of the Company or economic exposure to the Company, representation as to whether such person intends to deliver a proxy circular and/or form of proxy, and in each case, any other information that may be required by applicable laws. The prescribed time periods under the Advance Notice Provisions are (i) in the case of an annual meeting of shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (each such date being the " Notice Date ") is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date, and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40 th day before the applicable meeting. A copy of the Company's Articles is available on our website at http://investors.gflenv.com and under the Company's profile on SEDAR+ at http://www.sedarplus.ca and on EDGAR at http://sec.gov . Majority Voting Policy In accordance with the requirements of the Toronto Stock Exchange (the " TSX "), our Board has adopted a "Majority Voting Policy" to the effect that if a nominee for election as a director receives a greater number of votes "withheld" than votes "for", the nominee will promptly tender their resignation following the meeting of shareholders at which the director was elected. Our NGC Committee will consider such resignation and make a recommendation to our Board whether or not to accept it. Our Board will promptly accept the resignation unless it determines, in consultation with our NGC Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board will make its decision and announce it in a press release within 90 days following the meeting of our shareholders. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of our Board or our NGC Committee at which the resignation is considered. Description of Proposed Director Nominees The following sets out certain information regarding each of our nominee directors: PATRICK DOVIGI President, Chief Executive Officer and Chairman of our Board Age: 46 Florida, United States Director Since: 2007 Non-Independent: Mr. Dovigi is currently an executive officer of the Company. 2025 Voting Results: 94.42% in favour Mr. Dovigi is the Founder, President and Chief Executive Officer and Chairman of the Board of GFL. In 2007, Mr. Dovigi had a vision to create a company that is a "one-stop shop" provider of environmental solutions. Since then, drawing on the discipline he learned in his earlier hockey career, Mr. Dovigi has driven GFL to become the 4 th largest environmental services company in North America. Mr. Dovigi has instilled an entrepreneurial culture in GFL's leadership team with a focus on operational excellence, sustainability and safety as core values. Mr. Dovigi has been recognized by Waste360 with a Top 40 under 40 award, in the EY Entrepreneur of the Year TM Ontario Awards as Entrepreneur of the Year in the Power & Utilities Sector and by Waterstone Human Capital as one of Canada's Most Admired CEOsTM. Mr. Dovigi has also provided a transformational gift to help create the Dovigi Family Sports Medicine Clinic, a first of its kind sports medicine research and care facility providing support to individuals with sports-related injuries. Board/Committee Membership (1) 2025 Meeting Attendance Public Company Directorships Board 5/5 (100%) N/A Securities Held or Controlled as of March 31, 2026: Total Securities Total Market Value of Securities (2) Minimum Shareholding Requirements (3) Meets or Exceeds Shareholding Requirements 11,812,964 Multiple Voting Shares 17,262,262 Options 465,552 Subordinate Voting Shares 979,573 Performance Share Units 287,728 Restricted Share Units $686,923,857 $222,698,766 $27,071,849 $56,962,170 $16,731,383 5x annual base salary ($12,300,051) Yes (375x) Mr. Chiesa has served as a member of our board of directors since 2007. Mr. Chiesa is the Principal of Chiesa Group, a commercial real estate developer and investor founded by Mr. Chiesa in 1990, and a past chair of Canada Mortgage and Housing Corporation, one of Canada's largest financial institutions. Mr. Chiesa is a current member of the Board of Trustees of Morguard North American Residential REIT. From 2004 to 2010, he served as Trustee and Vice-Chair of Canadian Apartment Properties Real Estate Investment Trust (CAP REIT), a TSX listed Canadian residential real estate investment trust. From 1999 to 2004, he served as Chief Executive Officer of Residential Equities Real Estate Investment Trust, prior to its merger with CAP REIT. Mr. Chiesa is also a former Director of Dynacare Laboratories Inc., former Member of the Board of Trustees of Sunrise Senior Living Real Estate Investment Trust, and formerly served on the board of two public hospitals. From 1989 to 1999, Mr. Chiesa held several positions within the Government of Ontario, including Assistant Deputy Minister, Municipal Affairs and Housing and Chief Executive Officer of each of Ontario Housing Corporation and Ontario Mortgage Corporation. Mr. Chiesa is a Past Chair of the Board of Directors of Create TO, an organization established by the City of Toronto to manage the City's real estate portfolio, one of the most expansive, diverse and valuable real estate portfolios in North America. Mr. Chiesa was previously a member of the Expert Advisory Committee on Real Estate Development at Ryerson University. Additionally, he is active in the charitable sector, including in his role as Past Chair at Villa Charities. Mr. Chiesa holds a Bachelor of Arts in Economics from McMaster University. DINO CHIESA Lead Independent Director Age: 77 Ontario, Canada Director Since: 2007 Independent. 2025 Voting Results: 79.14% in favour Board/Committee Membership (1) 2025 Meeting Attendance Public Company Directorships Board 5/5 (100%) Morguard North American Audit Committee 6/6 (100%) Residential REIT NGC Committee 7/7 (100%) Securities Held or Controlled as of March 31, 2026: Total Securities Total Market Value of Securities (2) Minimum Shareholding Requirements (3) Meets or Exceeds Shareholding Requirements 18,890 Subordinate Voting Shares 28,825 Deferred Share Units $1,098,454 $1,676,174 3x annual cash board retainer ($555,000) Yes (15x) Ms. Konkle has served as a member of our board of directors since February 23, 2021. Ms. Konkle is the past President and Chief Executive Officer of The Brick Ltd. Prior to joining The Brick Ltd. in 2010 as President, Business Support, she held a number of positions with Walmart Canada, including Chief Operating Officer and Chief Customer Officer. Ms. Konkle also held a number of senior executive positions with Loblaw Companies Ltd., including Executive Vice President, Atlantic Wholesale Division. Ms. Konkle is a Director of The North West Company Inc. (a TSX listed public company), Boyd Group Services Inc. (a TSX listed public company) and serves on the board of directors of two privately held companies, Elswood Investment Corporation (Vancouver, BC) and ABARTA (Pittsburgh, PA). She is a past director of Bailey Metal Products, Dare Foods, The Brick Ltd., Trans Global Insurance, the Canadian Chamber of Commerce and the National Board of Habitat for Humanity, as well as the Advisory Board of Longo's Fruit Markets. Ms. Konkle holds a Bachelor of Arts and a Master of Arts, both in Geography, from Wilfrid Laurier University, and is a graduate of the Institute of Corporate Directors. VIOLET KONKLE Age: 72 Ontario, Canada Director Since: 2021 Independent. 2025 Voting Results: 98.87% in favour Board/Committee Membership (1) 2025 Meeting Attendance Public Company Directorships Board 5/5 (100%) The North West Company Audit Committee 6/6 (100%) Boyd Group Services Inc. Securities Held or Controlled as of March 31, 2026: Total Securities Total Market Value of Securities (2) Minimum Shareholding Requirements (4) Meets or Exceeds Shareholding Requirements 37,071 Deferred Share Units $2,155,679 N/A N/A Ms. Levy has served as a member of our board of directors since April 2023. Ms. Levy is a two-time Canadian Olympic athlete in the sport of field hockey and is a senior human resources executive with over 25 years of experience in human resources and legal roles. She retired in June 2023 from her role as the Chief People & Culture Officer at the Canadian Olympic Committee, a position she held since 2020. Prior to joining the Canadian Olympic Committee, Ms. Levy served as Vice-President, Human Resources of RioCan Management Inc. from 2018 to 2020 and as Vice President, People and Corporate Affairs of First Capital Asset Management ULC from 2015 to 2018. She currently is a member of the board of trustees and chair of the governance committee of SIR Royalty Income Fund (a TSX listed public company) and a member of the board of trustees of Global Real Assets Trust. Ms. Levy is a former member of the board of trustees of Residential Equities Real Estate Investment Trust, prior to its merger with CAPREIT, former director of SLANG Worldwide Inc. and former member of the board of directors of CreateTO. Ms. Levy has served on a number of charitable boards, including on the board of directors of the Scarborough Hospital Foundation and the board of governors of York University. She is currently the vice chair of the board and chair of the governance committee of the Kawartha Haliburton Children's Foundation. Ms. Levy holds a Bachelor of Laws from Osgoode Hall Law School in Toronto, Ontario. SANDRA LEVY Age: 60 Ontario, Canada Director Since: 2023 Independent. 2025 Voting Results: 81.51% in favour Board/Committee Membership (1) 2025 Meeting Attendance Public Company Directorships Board 5/5 (100%) SIR Royalty Income Fund NGC Committee 7/7 (100%) Securities Held or Controlled as of March 31, 2026: Total Securities Total Market Value of Securities (2) Minimum Shareholding Requirements (3) Meets or Exceeds Shareholding Requirements 11,228 Deferred Share Units $652,908 3x annual cash board retainer ($360,000) Yes (5x) 16 GFL ENVIRONMENTAL INC. | 2026 INFORMATION CIRCULAR Ms. McDonald has served as a member of our Board since February 10, 2022. Ms. McDonald is the past President and Chief Executive Officer of the BC Hydro and Power Authority, a clean energy utility with over $5.5 billion in annual revenues and more than 5,000 employees. Ms. McDonald is a director of Champion Iron (a TSX listed public company). She is a past board Chair as well as interim President and Chief Executive Officer of Canada Post Corporation, with a group of companies that includes a majority shareholding in Purolator, SCI Logistics and Innovapost. She is a past director of Hydro One (a TSX listed public company), Coeur Mining (a NYSE listed public company), Foran Mining (a TSX listed public company), past director and Chair of Trevali Mining Corporation (a TSX listed public company), past Chair of Powertech Labs, one of the largest testing and research laboratories in North America, and past director of Powerex, an energy trading company. Ms. McDonald has extensive government experience, including Deputy Minister to the Premier and Head of the BC Public Service. Ms. McDonald holds a Bachelor of Arts degree in Political Science from University of British Columbia, is a graduate of the Institute of Corporate Directors and holds a certification in cybersecurity oversight from the National Association of Corporate Directors and Carnegie Mellon University. JESSICA MCDONALD Age: 57 British Columbia, Canada Director Since: 2022 Independent. 2025 Voting Results: 81.50% in favour Board/Committee Membership (1) 2025 Meeting Attendance Public Company Directorships Board 5/5 (100%) Champion Iron Limited NGC Committee 7/7 (100%) Securities Held or Controlled as of March 31, 2026: Total Securities Total Market Value of Securities (2) Minimum Shareholding Requirements (3) Meets or Exceeds Shareholding Requirements 17,823 Deferred Share Units $1,036,407 3x annual cash board retainer ($360,000) Yes (8x) GFL ENVIRONMENTAL INC. | 2026 INFORMATION CIRCULAR 17 Mr. Nayar has served as a member of our board of directors since 2018. Mr. Nayar retired in December 2015 as Executive Vice President and Chief Financial Officer of Tyco International, an over US$10 billion fire protection and security company, where he was responsible for managing the company's financial risks and overseeing its global finance functions, including tax, treasury, mergers and acquisitions, audit and investor relations teams. Mr. Nayar joined Tyco International as Senior Vice President and Treasurer in 2008 and was also Chief Financial Officer of Tyco International's ADT Worldwide. From 2010 until 2012, Mr. Nayar was Senior Vice President, Financial Planning & Analysis, Investor Relations and Treasurer. Prior to joining Tyco International, Mr. Nayar spent six years at PepsiCo, Inc., most recently as Chief Financial Officer of Global Operations and, before that, as Vice President and Assistant Treasurer - Corporate Finance. Mr. Nayar currently serves on the board of directors and as Chair of the Audit Committee of Mastech Digital, Inc. (NYSEAMERICAN: MHH). Mr. Nayar previously served on the board of directors and was Chairman of the Audit Committee of TFI International Inc. (NYSE: TFII), a leader in the transportation and logistics industry, and previously served on the board of directors of Rite Aid Corporation (NYSE: RAD) and Amcor PLC (NYSE: AMCR). Mr. Nayar is also Senior Advisor to McKinsey and Company and serves on the Americas Advisory Council of ServiceNow, Inc. (NYSE: NOW). Mr. Nayar brings over 40 years of financial experience to the board of directors of GFL. His experience as a chief financial officer provides useful insights into operational and financial metrics relevant to GFL's business. Mr. Nayar holds a Bachelor of Arts in Economics from Delhi University and is a fellow of the Institute of Chartered Accountants in England & Wales. ARUN NAYAR Age: 75 Florida, United States Director Since: 2018 Independent. 2025 Voting Results: 79.28% in favour Board/Committee Membership (1) 2025 Meeting Attendance Public Company Directorships Board 5/5 (100%) Mastech Digital, Inc. Audit Committee (Chair) 6/6 (100%) NGC Committee 7/7 (100%) Securities Held or Controlled as of March 31, 2026: Total Securities Total Market Value of Securities (2) Minimum Shareholding Requirements (3) Meets or Exceeds Shareholding Requirements 56,344 Subordinate Voting Shares 28,825 Deferred Share Units $3,276,404 $1,676,174 3x annual cash board retainer ($465,000) Yes (32x) Mr. Notarnicola has served as a member of our Board since 2018. Mr. Notarnicola is a Partner at BC Partners and led the investment team on GFL. Mr. Notarnicola is a Canadian citizen resident in the United Kingdom, overseeing the firm's investment activities in Canada as well as the Business Services sector in North America. Mr. Notarnicola joined BC Partners in New York in November 2014. At BC Partners, Mr. Notarnicola is also a Director of GardaWorld, Fortidia and GFL Environmental Services, and was previously a Director of Accudyne Industries. Previously, Mr. Notarnicola spent more than eight years at KKR, where he was first a member of its operations team, KKR Capstone, and was subsequently responsible for developing its investment activities in Canada. He is also intimately familiar with the environmental services sector having acted as the lead operating partner in two waste management deals, AVR and Van Gansewinkel, during his prior career at KKR Capstone. Prior to that, Mr. Notarnicola was an investment banker at Lazard Canada and also spent five years as a management consultant with McKinsey & Co. in Canada, the United States and Italy. Mr. Notarnicola holds an M.Sc. degree, summa cum laude from L. Bocconi University and an MBA with high distinction (Baker Scholar) from Harvard Business School. He is a Certified Turnaround Professional (CTP). PAOLO NOTARNICOLA Age: 51 London, United Kingdom Director Since: 2018 Independent. 2025 Voting Results: 77.82% in favour Board/Committee Membership (1) 2025 Meeting Attendance Public Company Directorships Board 5/5 (100%) N/A NGC Committee (Chair) 7/7 (100%) Securities Held or Controlled as of March 31, 2026: Total Securities Total Market Value of Securities Minimum Shareholding Requirements (4) Meets or Exceeds Shareholding Requirements None nil N/A N/A GFL ENVIRONMENTAL INC. | 2026 INFORMATION CIRCULAR 19 VEN POOLE Age: 64 North Carolina, United States Director Since: 2018 Mr. Poole has served as a member of our board of directors since 2018. Mr. Poole joined Waste Industries in 1990 and served as its Chairman and Chief Executive Officer immediately prior to our acquisition of Waste Industries. From 2002 through 2008, Mr. Poole served as Vice President, Corporate Development of Waste Industries. From 1995 through 2002, Mr. Poole served as Director of Support Services and from 1990 through 1995, he served as Risk Management Director. He holds a B.S. in Aerospace Engineering from North Carolina State University. Mr. Poole has more than 30 years of experience in the solid waste industry and was recently inducted into the National Waste & Recycling Hall of Fame. He currently serves on the board of directors of the Environmental Research and Education Foundation (Past Chairman), is a director and Chairman of the Nominating and Governance Committee of NCInnovation and is a member of the board of trustees of North Carolina State University. Mr. Poole previously served as a trustee of St. David's School. Independent. 2025 Voting Results: 98.88% in favour Board/Committee Membership (1) 2025 Meeting Attendance Public Company Directorships Board 5/5 (100%) N/A Securities Held or Controlled as of March 31, 2026: Total Securities Total Market Value of Securities (2) Minimum Shareholding Requirements (3) Meets or Exceeds Shareholding Requirements 9,396,672 Subordinate Voting Shares 28,825 Deferred Share Units $546,416,477 $1,676,174 3x annual cash board retainer ($315,000) Yes (5,284x) The director is currently a member of each Board committee noted. The market value of options reflects the value of in-the-money options as of March 31, 2026, which is calculated based on the difference between the closing price of the subordinate voting shares on the New York Stock Exchange (" NYSE ") on March 31, 2026 of US$41.72 ($58.15), and the exercise price of the option. The market value of the subordinate voting shares, multiple voting shares, performance share units (" PSUs "), restricted share units (" RSUs ") and DSUs are calculated based on the closing price per subordinate voting share of US$41.72 ($58.15) on the NYSE on March 31, 2026. Minimum shareholding requirements are 5x annual base salary for Patrick Dovigi, our CEO, and 3x the cash portion of the annual board retainer for our directors who receive an annual retainer for his or her position on our Board. Satisfaction of minimum shareholding requirements for directors is calculated based on subordinate voting shares, options and DSUs. See "Compensation Discussion and Analysis - Other Compensation Policies - Share Ownership Guidelines" below. Certain of our directors are prohibited from receiving compensation from the Company as a result of his or her employer's policies, and may therefore be exempt from these guidelines. Ms. Konkle has elected to receive 100% of her annual retainer in the form of DSUs and is therefore exempt from these guidelines.

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