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1.	to receive the Consolidated Financial Statements of the Company for the financial year ended December 31, 2016 and the Auditors’ Report on such statements;

2.	to elect directors;

3.	to reappoint the auditors and authorize the Board of Directors to fix the remuneration of the auditors;

4.	to consider and approve, on an advisory basis, a resolution to accept the Company’s approach to executive compensation disclosed in the accompanying Information Circular;

5.	to consider and, if thought fit, pass an ordinary resolution to amend the Company’s Stock Option Plan to authorize the issuance of an additional 3,000,000 common shares of the Company pursuant to the exercise of stock options issued thereunder, the full text of which resolution is set out in Schedule A to the accompanying Information Circular; and

6.	to transact such other business as may properly come before the Meeting.

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(1)	The number of Common Shares held includes Common Shares directly or indirectly beneficially owned or under the control or direction of such nominee.

(2)	For information on Deferred Share Units, see “Deferred Share Unit Plan (Director DSUs)”.

(3)	For information on Restricted Share Units, see “Share-Based Awards - Restricted Share Unit Plan for Directors”.

(4)	For information on Performance Share Units, see “Performance Share Unit Plan”. Non-management directors are not eligible to participate in this plan.

(5)	This value is calculated using $63.61, being the weighted average closing price of the Common Shares on the Toronto Stock Exchange for the 90-day period ending March 3, 2017.

(6)	See page 36 for more information on director share ownership requirements. See page 54 for more information on Mr. Floren’s share ownership requirements as President & CEO of the Company.

(7)	Mr. Arnell was appointed a director effective October 1, 2016 and new directors have a reasonable period of time to meet their share ownership requirements.

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(8)	Mr. Balloch was a director of Ivanhoe Energy Inc. ("Ivanhoe"), an oil exploration and development company, from 2002 to May 2015. Effective June 1, 2015, Ivanhoe was deemed bankrupt under the Bankruptcy and Insolvency Act (Canada).

(9)	Mr. Floren is not a member of any Committee, but attends Committee meetings in his capacity as President & CEO of the Company.

(10)	Mr. Hamilton was a director of Hercules Offshore Inc. ("Hercules"), a drilling company, from 2004 to 2015. In August 2015, Hercules filed a pre-packaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. In November 2015, Hercules completed its financial restructuring and emerged from the protection of Chapter 11 of the U.S. Bankruptcy Code.

(11)	Mr. Hamilton is not a member of any Committee, but attends Committee meetings on an ex-officio basis in his capacity as Chairman of the Board.

(12)	Mr. Poole resigned as a director of the Company in June 2003 and was reappointed in September 2003.

(13)	Mr. Poole has been designated as the “audit committee financial expert.”

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(1)	Mr. Arnell was appointed a director effective October 1, 2016 and attended all Board meetings after that date. He did not attend any Committee meetings in 2016 as the Corporate Governance and Public Policy Committees did not meet again following his appointment.

(2)	In April 2016, Mr. Cook ceased being a member of the Public Policy Committee and became a member of the Human Resources Committee.

(3)	Mr. Floren attended all Committee meetings in his capacity as President & CEO of the Company in 2016.

(4)	Mr. Hamilton attended all Committee meetings on an ex-officio basis in his capacity as Chairman of the Board in 2016.

(5)	In April 2016, Ms. Rennie became Chair of the Human Resources Committee.

(6)	Ms. Warmbold was appointed a director effective February 1, 2016 and attended all Board and Audit, Finance and Risk and Responsible Care Committee meetings after that date.

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•	continue to demonstrate leadership in Responsible Care;

•	provide close stewardship of the Company's cost structure, cash and balance sheet management;

•	provide close stewardship of the key aspects of the Company’s growth strategy;

•	maintain focus on plant reliability and sustainability, including gas supply issues; and

•	maintain focus on key human resource processes.

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(1)	The mandate of the Audit, Finance and Risk Committee, together with the relevant education and experience of its members and other information regarding the Audit, Finance and Risk Committee, may be found in the “Audit Committee Information” section of the Company’s Annual Information Form for the year ended December 31, 2016.

(2)	Mr. Poole has been designated as the “audit committee financial expert.”

(3)	Mr. Arnell was appointed a director effective as of October 1, 2016. He did not attend any Committee meetings in 2016 as the Corporate Governance and Public Policy Committees did not meet again following his appointment.

(4)	Ms. Rennie became Chair of the Human Resources Committee in April 2016.

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•	duties of directors and directors’ liabilities

•	board and committee governance documents

•	the Company’s Code of Business Conduct

•	strategic plans, operational reports and budgets

•	important corporate policies

•	recent regulatory filings and analyst reports

•	our corporate and organizational structure

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•	Competition Law Policy – provides employees with an understanding of the Company’s policy of compliance with all competition laws and information concerning the activities that are permitted and prohibited when dealing with competitors, customers and other parties.

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Confidential Information and Trading in Securities Policy – provides guidelines to employees with respect to the treatment of confidential information and advises Company insiders when it is permissible to trade securities of the Company. This policy also prohibits insiders from purchasing financial instruments designed to hedge or offset a decrease in the market value of the Company’s shares that they hold. Furthermore, insiders are prohibited from engaging in short selling of the Company’s securities, trading in put or call options on the Company’s securities or entering into equity monetization arrangements related to the Company’s securities.

•	Corporate Gifts and Entertainment Policy – provides guidelines to Company employees on the appropriateness of gifts, gratuities or entertainment that may be offered to or accepted from third parties with whom the Company has commercial relations.

•	Corrupt Payments Prevention Policy – prohibits the payment or receipt of bribes and kickbacks by the Company’s employees and agents. Facilitation payments are also prohibited.

•	Political Donation Policy – prohibits all political donations by the Company.

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(a)	Experiential (education, business and functional experience);

(b)	Demographic (age, gender, ethnicity, nationality, geography); and

(c)	Personal (personality, interests, values).

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•	annual evaluations of individual directors to monitor the effectiveness of each director’s contribution (discussed in more detail under the heading “Evaluation of Individual Directors” above);

•	the Corporate Governance Committee and the Chairman of the Board annually review the membership of the Board to enable the Board to manage its overall composition and maintain a balance of directors to ensure long-term continuity and effectiveness; and

•

the Chairman of the Board and the Chair of the Governance Committee are responsible for developing a long-term board succession plan which incorporates input from one-on-one discussions between the Chairman of the Board and each Board member, including discussions regarding estimated future retirement dates for each Board member. This plan is reviewed and updated on an annual basis after the Chairman of the Board completes his one-on-one evaluation meeting with each Board member.

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•	compensate directors for applying their knowledge, skills and experience in the performance of their duties;

•	align the actions and economic interests of the directors with the interests of long-term shareholders; and

•	encourage directors to stay on the Board for a significant period of time.

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(1)	Travel fees are paid per trip for cross-country or intercontinental travel to attend Board or Committee meetings or for site visits undertaken separate and apart from attendance at Board or Committee meetings (and not for orientation purposes upon joining the Board).

(2)

This column includes all retainers and travel fees earned during 2016, including any paid in DSUs. Under the DSU Plan, non-management directors may elect to receive 100%, 50% or 0% of their annual cash retainer as DSUs. The DSU Plan is more fully described under “Deferred Share Unit Plan (Director DSUs)”. In 2016, Mr. Poole elected to receive 100% of his cash retainer as DSUs (2,940 DSUs). The number and value of the DSUs received by Mr. Poole in lieu of fees are reflected in the "Directors' Share-Based Awards - Value Vested During the Year" table on page 36.

(3)

This column reflects the grant date fair value of the share-based compensation (RSUs and DSUs) received by directors in 2016. The value shown is calculated by multiplying the number of RSUs or DSUs awarded in 2016 by the closing price of the Common Shares on the TSX on March 3, 2016, the day before such share units were granted, being $46.37. The grant date fair value shown in this column is the same as the accounting fair value. Directors can elect to receive their share-based compensation award as RSUs or DSUs. Commencing in 2014, if share ownership requirements are met, directors may elect to receive the value of their share-based award as cash, being $90,000. Please see "Share-Based Awards - Restricted Share Unit Plan for Directors" for more information. In 2016, Messrs. Aitken, Balloch and Mahaffy and Ms. Rennie made such election and it was paid quarterly. Mr. John Reid, who did not stand for re-election at the 2016 Annual General Meeting of shareholders, also elected to receive his 2016 share-based award as cash.

(4)

This column is made up of the value of additional share units earned by directors in 2016 (RSUs and/or DSUs as applicable) corresponding to dividends being declared on Common Shares during 2016. See “Share-Based Awards – Restricted Share Unit Plan for Directors” and “Deferred Share Unit Plan (Director DSUs)” for more information on dividend equivalents. With respect to dividend equivalent DSUs, the value of dividend equivalent additional DSUs is calculated by multiplying the number of such units by the Canadian dollar closing price of the Common Shares of the TSX on the day that such units were credited. With respect to dividend equivalent RSUs, the value of dividend equivalent additional RSUs is calculated by multiplying the number of such units by the weighted average Canadian dollar closing price of the Common Shares of the TSX for the 15 trading days prior to the day that such units were credited. No other perquisites were paid in 2016.

(5)	Mr. Arnell was appointed a director effective October 1, 2016 and was not eligible to receive share-based awards in 2016.

(6)	Mr. Floren is President & CEO of the Company and therefore did not receive any compensation as a director. See “Statement of Executive Compensation” for information on Mr. Floren’s compensation in 2016.

(7)	Mr. Reid retired as a director in April 2016.

(8)	In April 2016, Ms. Rennie became Chair of the Human Resources Committee and, accordingly, the quarterly committee chair fee was paid starting the second quarter on a pro-rated basis.

(9)	Ms. Sloan retired as a director in April 2016.

(10)	Ms. Warmbold was appointed a director effective February 1, 2016 and was not eligible to receive share-based awards in 2016.

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(1)	These columns reflect the number and value of outstanding unvested RSUs as at December 31, 2016 and include dividend equivalent RSUs credited since the date of the original RSU grants. The value of the RSUs outstanding is calculated by multiplying the number of RSUs outstanding by the closing price of the Common Shares on the TSX on December 31, 2016, being $58.89.

(2)

This column reflects the value of vested DSUs received as their annual share-based award (“Annual DSUs”) held by each director as at December 31, 2016, and includes dividend equivalent Annual DSUs credited since the date of the original Annual DSU grants. The value of the Annual DSUs is calculated by multiplying the number of Annual DSUs outstanding by the closing price of the Common Shares on the TSX on December 31, 2016, being $58.89.

(3)	Mr. Arnell was appointed a director effective October 1, 2016 and was not eligible to receive share-based awards in 2016.

(4)	Mr. Floren was President & CEO during 2016 and therefore did not receive any compensation as a director. See “Statement of Executive Compensation” for information on Mr. Floren’s compensation in 2016.

(5)	Mr. Reid retired as a director in April 2016. Following retirement, in 2016 he redeemed 29,462 of his outstanding DSUs and, in accordance with the terms of the DSU Plan, he received a gross cash payment totaling $1,990,448. Mr. Reid did not hold any RSUs on his retirement date.

(6)	Ms. Sloan retired as a director in April 2016. Following retirement, in 2016 she redeemed 22,035 of her outstanding DSUs and, in accordance with the terms of the DSU Plan, she received a gross cash payment totaling $1,631,297. Ms. Sloan did not hold any RSUs on her retirement date.

(7)	Ms. Warmbold was appointed a director effective February 1, 2016 and was not eligible to receive share-based awards in 2016.

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(1)	Mr. Arnell was appointed a director effective October 1, 2016 and was not eligible to receive share-based awards in 2016.

(2)	Mr. Floren was President & CEO during 2016 and therefore did not receive any compensation as a director. See "Statement of Executive Compensation" for information on Mr. Floren's compensation in 2016.

(3)	Mr. Reid retired as a director in April 2016. Following retirement, in 2016 he redeemed 29,462 of his outstanding DSUs and, in accordance with the terms of the DSU Plan, he received a gross cash payment totaling $1,990,448.

(4)	Ms. Sloan retired as a director in April 2016. Following retirement, in 2016 she redeemed 22,035 of her outstanding DSUs and, in accordance with the terms of the DSU Plan, she received a gross cash payment totaling $1,631,297.

(5)	Ms. Warmbold was appointed a director effective February 1, 2016 and was not eligible to receive share-based awards in 2016.

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(1)	This column represents RSUs that were awarded in 2014 and vested on December 1, 2016, together with dividend equivalent RSUs credited in respect thereof. See “Share-Based Awards – Restricted Share Unit Plan for Directors” for more information.

(2)

DSUs vest immediately upon grant; however, they may not be redeemed by a director until retirement or upon death. Directors may elect to receive 100%, 50% or 0% of their annual retainer and other fees as DSUs. Directors may also elect to receive their share-based award in the form of DSUs. Additional DSUs are credited each quarter corresponding to dividends declared on Common Shares. See “Deferred Share Unit Plan (Director DSUs)” for more information.

(3)	The value of the RSUs shown in this column reflects the amount actually paid to directors for RSUs that vested on December 1, 2016, calculated in accordance with the terms of the RSU Plan by multiplying the number of vested units (including fractional units) by the weighted average closing price of the Common Shares on the TSX during the 15 trading days prior to the vesting date, being $53.87.

(4)

These columns reflect the number and value of DSUs received in lieu of fees earned in 2016, as elected by non-management directors. The value is equal to the Total Fees Earned column in the Directors' Total Compensation table on page 33. DSUs are granted in lieu of fees on a quarterly basis and the number of DSUs granted at the end of each quarter is calculated by dividing one-quarter of the annual fees elected to be received as DSUs by the average closing price of the Common Shares on the TSX on the last five trading days of the preceding fiscal quarter. In 2016, Mr. Poole elected to receive 100% of his cash retainer as DSUs.

(5)

These columns reflect the number and value of DSUs granted to directors in 2016 as share-based awards. The value shown is the grant date fair value (which is the same as accounting fair value) and is calculated by multiplying the number of DSUs awarded in 2016 by the closing price of the Common Shares on the TSX on March 3, 2016, the day before such share units were granted, being $46.37. Directors can elect to receive their share-based award as RSUs or DSUs, or the cash equivalent. See “Share-Based Awards—Restricted Share Unit Plan for Directors” for more information.

(6)	These columns reflect dividend equivalent additional DSUs credited on outstanding DSUs in 2016, and the value is calculated by multiplying the number of such additional DSUs by the closing price of the Common Shares on the TSX on the day that such DSUs were credited.

(7)	Mr. Arnell was appointed a director effective October 1, 2016 and was not eligible to receive share-based awards in 2016.

(8)	Mr. Floren was President & CEO during 2016 and therefore did not receive any compensation as a director. See “Statement of Executive Compensation” for information on Mr. Floren’s compensation in 2016.

(9)	Mr. Reid retired as a director in April 2016.

(10)	Ms. Sloan retired as a director in April 2016.

(11)	Ms. Warmbold was appointed a director effective February 1, 2016 and was not eligible to receive share-based awards in 2016.

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(1)	This column includes all Common Shares directly or indirectly beneficially owned or over which control or direction is exercised by each director.

(2)	For 2017, this value is calculated using $63.61 per share, being the weighted average closing price of the Common Shares on the TSX for the 90-day period ending March 3, 2017. For 2016, this value is calculated using $39.99 per share, being the weighted average closing price of the Common Shares on the TSX for the 90-day period ending March 4, 2016.

(3)	Commencing in 2014, the director share ownership requirements state that non-management directors are to hold Common Shares and/or share units equal to at least two times their total retainer, which includes both the cash and equity components of the retainer.

(4)	New directors have a reasonable period of time to meet director share ownership requirements.

(5)	Mr. Floren is President & CEO and therefore does not receive any compensation as a director. See “Share Ownership Requirements” for information regarding Mr. Floren’s holdings and ownership requirements.

(6)	Mr. Hamilton is Chairman of the Board and his share ownership requirement is $720,000 being two times his total retainer of $360,000.

(7)	Mr. Poole resigned as a director in June 2003 and was reappointed in September 2003.

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•	Base salary: As a result of challenging business conditions, Mr. Floren’s base salary, along with other NEOs, was frozen.

•	Short-term incentive award: The Board awarded Mr. Floren a short-term incentive award of $447,000 or 47% of target, a decline of 40% compared to 2015 ($751,000 at 79% of target). Mr. Floren’s below-target award reflects the below-target corporate performance factor of 3%. The corporate performance factor accounts for 70% of his potential short-term incentive award.

•

Long-term incentive award: Mr. Floren received a long-term incentive award grant with a target value of $4.2 million, comprised of 50% performance share units and 50% tandem stock appreciation rights. The target value of Mr. Floren’s long-term incentive award was increased in 2016 to more closely align the CEO’s total compensation levels with the Company’s comparator group and to further enhance alignment with long-term shareholder value.

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•	Alignment with shareholder interests. Our performance-based incentive plans align the interests of executives with shareholders and the total compensation earned by the NEOs (as defined below), including the realized and unrealized value of previously granted long-term incentive awards, aligns with cumulative total shareholder return over time.

•	Pay-for-performance. We believe in pay-for-performance. Accordingly, over 80% of the President & CEO’s target compensation and approximately 70% of other NEO's target compensation is at risk and linked to a combination of personal and corporate performance goals, compounded total shareholder return and share price performance.

•	Effective risk management. Compensation policies and practices are designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation policies and practices encourage and reward prudent business judgment and appropriate risk-taking over the long-term to increase shareholder value.

•	Pay competitively. Our executive compensation program is designed to be competitive with the 50th percentile of a comparator group of North American-based chemical, mining and oil and gas companies with global operations in order to attract, retain and engage high-quality executive talent.

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•	There is a proportionately greater award opportunity derived from the long-term incentive plan compared to the short-term incentive plan, creating a greater focus on sustained performance over time;

•	The application of a Modified ROCE (as defined below) metric that aligns employees with the balanced objectives of increasing revenues, reducing costs and managing net assets is a significant component of the short-term incentive award;

•	We use two distinct long-term incentive vehicles - PSUs and stock options/SARs/TSARs - that vest over a number of years, thereby providing strong incentives for sustained operational and financial performance; and

•	Our long-term incentive plan awards are made annually and have overlapping vesting and performance periods, such that at any one time multiple potential awards are affected by current year performance, thereby encouraging and rewarding sustained high levels of performance and maintaining executives' exposure to the risks of their decisions in the long-term.

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•	The Human Resources Committee and Board have discretion to adjust payouts under both the short-term incentive plan and the long-term incentive plan to reflect the core operating performance of the business; and

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The incorporation of a personal performance rating, ranging from 0% to 200%, as a factor in the short-term incentive calculation enables the Human Resources Committee to direct a zero payout to any executive in any year if the individual executive is deemed to have sufficiently poor performance or is found to have engaged in activities that pose a financial, operational or other undue risk to the Company.

•

Under the Company’s Recoupment Policy which applies to all employees, officers and directors, if the Board determines that, as a result of any gross negligence, fraud or other illegal behaviour: (1) the Company has had to restate its financial results; or (2) it later becomes clear that metrics used and which formed the basis of any employee incentive compensation were not in fact achieved, then the Board, in its sole discretion, can take such action as it deems to be in the best interests of the Company and necessary to remedy the misconduct and prevent its recurrence. Among other actions that it may take, the Board may, to the fullest extent permitted by law, seek to recover or require reimbursement of incentive performance and equity awards under any plan providing for incentive compensation, equity compensation or performance-based compensation. Recovery or reimbursement may include recoupment of money or shares, immediate forfeiture of unvested awards and cancellation of outstanding vested awards and may also apply to profits that may have been realized from the sale of securities.

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The Company’s Confidential Information and Trading in Securities Policy provides guidelines to employees with respect to the treatment of confidential information and advises insiders of the Company when it is permissible to trade securities of the Company. This policy also prohibits insiders, which include all of the Company’s executive officers and directors, from purchasing financial instruments designed to hedge or offset a decrease in the market value of the Common Shares or equity based incentive awards that they hold. Furthermore, insiders are prohibited from engaging in short selling of the Company’s securities, trading in put or call options on the Company’s securities or entering into equity monetization arrangements related to the Company’s securities.

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Ms. Rennie, the Chair of the Human Resources Committee, was Senior Vice President, Human Resources & Organizational Effectiveness at EPCOR between 2004 and 2005. Ms. Rennie was a member and Chair of the Compensation Committee at Teck Resources from 2008 to 2015. She has been a member of the People and Compensation Committee at WestJet since 2011, a member of the Compensation Committee of West Fraser Timber since 2012, and was a member of the Corporate Governance, Compensation and Nominating Committee at Capital Power between 2009 and 2012.

•

Mr. Cook held a number of executive management positions during his 37 years at Dow Chemical. From 2003 to 2006 he managed a portfolio that included about one-third of Dow's businesses with over 10,000 employees on six continents. He was involved at an executive level with various human resources issues for these businesses, including compensation, workforce planning, employee development and talent management.

•	Mr. Mahaffy was the Chief Executive Officer of McLean Budden between 1989 and 2008. Mr. Mahaffy has been a member of the Human Resources and Compensation Committee of the Canada Pension Plan Investment Board since 2009, was a member of the Human Resources Committee at Stelco between 1994 and 2006 and chaired that committee between 1997 and 2001.

•	Ms. Walker was the Vice President, Engineering & Technology for Dow Chemical between 2004 and 2010. Prior to that role, Ms. Walker held other senior positions with Dow Chemical and served on various management committees related to human resources programs.

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1.	Recommendations related to the compensation mix and compensation levels for the CEO and other executive officers;

2.	A review of the Company's long-term incentive plan design provisions; and

3.	General executive compensation assistance.

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(1)	The Executive Compensation-Related Fees for 2015 include $23,285 related to fees for the review of director compensation.

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•	The Company uses an enduring standard for setting the Modified ROCE target based on achieving a long-term return above the Company’s weighted average cost of capital (“WACC”), thus ensuring that a target payout is achieved only when returns exceed the WACC. We believe that this is aligned with long-term shareholder value creation and reflects our shareholders’ long-term performance expectations.

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The enduring standard we set for Modified ROCE does not take into account anticipated annual changes in commodity price or broader economic factors, which results in greater variability of payouts. We do not decrease our targets when Modified ROCE is expected to be lower in a given year, nor do we raise them when Modified ROCE is expected to be higher in a given year. We believe that our performance standards and payout levels should align with an appropriate level of return for shareholders, regardless of the shorter term economic conditions. This means that payouts will be low

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•	The Board reviews the threshold, target and maximum ROCE targets each year to ensure that they remain appropriate, primarily in light of our WACC, historical Modified ROCE results and the ROCE of our peer companies.

•	The Modified ROCE target is set independently of our annual budgeting process, which allows the budget to focus on expected results in the particular conditions, while incentives focus on long-term shareholder value creation.

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The Board understands we are in a cyclical business and that our shareholders take a longer term view of their share ownership. The use of an enduring standard ensures that our management similarly takes a long-term view; they understand that payouts will be low when commodity prices are low, but that if they remain with the Company over the long-term, their annual incentives will likely average out to an appropriate level.

(1)

Up to and including 2011, the corporate performance component accounted for 60% of the potential overall award (40% based on Modified ROCE performance and 20% based on other strategic financial or operational measures). From 2012-2013, Modified ROCE performance was the only corporate performance measure. Since 2014, the corporate performance component accounted for 70% of the potential overall award and Modified ROCE performance is the only corporate performance measure for all NEOs.

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(1)	The short-term incentive award calculation is (salary at December 31, 2016) × (short-term incentive target percentage) × (overall performance result), rounded to the nearest thousand dollars.

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(1)	The Company had 89,824,338 Common Shares outstanding as at December 31, 2016.

(2)	The Company had 89,671,198 Common Shares outstanding as at December 31, 2015.

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(1)	For Total Return calculations, the graph reflects the total cumulative total shareholder return for $100 invested on December 31, 2011 and dividends declared on Common Shares are assumed to be reinvested at the closing price on the dividend payment date.

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(1)	The increase in total realized and unrealized compensation from 2012 to 2013 was predominately attributable to the increase in share price and increase in numbers of vested and unvested long-term incentive units.

(2)	The decrease in total realized and unrealized compensation from 2013 to 2014 was mainly attributable to the decrease in share price.

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(3)	The increase in total realized and unrealized compensation from 2014 to 2015 was mainly attributable to the value received upon exercise of stock options offset by lower short-term incentive awards.

(4)	The increase in total realized and unrealized compensation from 2015 to 2016 was mainly attributable to the increase in share price and an increase in the number of long-term incentive units.

(1)	Based on $54.14 per Common Share, being the weighted average closing price of the Common Shares on the TSX for the 90-day period ending December 31, 2016. The multiple shown demonstrates the extent to which the requirement has been achieved and is based on the respective 2016 base salary.

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(1)	Values in this column reflect base salary from January 1st to December 31st each year. Salary increases are effective from April 1st of each year.

(2)

This column reflects the grant date fair value of PSUs granted to NEOs as long-term incentive awards. At the time of vesting, a minimum of 25% to a maximum of 150% PSUs will vest depending on the Company’s performance against predetermined criteria. For PSUs granted in 2016, the performance criterion is the compound annual growth rate in total shareholder return (“TSR CAGR”) over the period January 1, 2016 to December 31, 2018. The grant date fair value shown in this column is calculated by multiplying the total number of PSUs awarded by the closing price of the Common Shares on the TSX on the day before the PSUs were granted (2016: $46.37; 2015: $69.47; 2014: $80.19). This valuation methodology is different than the accounting fair value. In calculating the accounting fair value, the Company used a binomial pricing model to assign a probability weighted average total shareholder return factor that determines the number of PSUs that would be included in the valuation in accordance with the PSU Plan. The accounting fair value, as calculated by the binomial pricing model on the grant date, is: 2016: CEO USD $389,138, CFO USD $112,418 and Senior VPs USD $86,475; 2015: CEO USD $361,790, CFO and Senior VPs USD $83,490; 2014: CEO USD $420,498, CFO and Senior VPs USD $109,695.

(3)

This column reflects the grant date fair value of stock options/SARs/TSARs received by NEOs as long-term incentive awards. The value shown is calculated by multiplying the number of stock options/SARs/TSARs granted by the Canadian dollar exercise price at the time of the grant by the Black-Scholes valuation factor (2016: exercise price = $46.37, Black-Scholes valuation factor = 23.09%; 2015: exercise price = $69.47, Black-Scholes valuation factor = 20.99%; 2014: exercise price = $80.19, Black-Scholes valuation factor = 22.92%). This value is the same as the accounting fair value of the full grant, but is not adjusted by the vesting schedule. The actual exercise price of stock options under the Stock Option/SARs/TSARs Plan is the closing price of the Common Shares on the TSX on the day before the stock options/SARs/TSARs were granted (the Canadian dollar exercise price), converted to US dollars based on the Bank of Canada noon rate of exchange on that day.

(4)

These annual incentive payments are reported in the year in which they were earned, not in the year in which they were actually paid. They are paid in cash and/or DSUs in the year following the year in which they are earned. All NEOs elected to be paid in cash in each of the past three years. No NEOs elected to convert their annual incentive payment to DSUs as permitted under the terms of the DSU Plan.

(5)

The amounts shown for Messrs. Floren, Cameron, Herz and Ms. Bach include the Company’s pension contributions both to the Company’s regular defined contribution pension plan in Canada and its supplemental defined contribution retirement plan in Canada. Due to US tax rules for US tax residents, Mr. Floren's supplemental retirement plan balances are held notionally and, at retirement, will be paid as a lump sum from general revenues. The amount for Ms. James is the Company’s pension contribution to the Company’s regular defined contribution pension plan in New Zealand.

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(6)	The amounts shown represent:

•	For Mr. Floren: the Company’s contributions to the Company’s Employee Share Purchase Plan, the value of additional PSUs corresponding to dividends declared on Common Shares (2016: $139,998 (3,085 units); 2015: $139,174 (2,541 units); 2014: $87,505 (1,336 units)), perquisite allowance (2016: $66,000; 2015: $66,000; 2014: $66,000) and other miscellaneous items.

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For Mr. Cameron: the Company’s contributions to the Company’s Employee Share Purchase Plan, the value of additional PSUs corresponding to dividends declared on Common Shares (2016: $37,192 (820 units); 2015: $30,406 (555 units); 2014: $28,311 (432 units)), the value of additional DSUs corresponding to dividends declared on Common Shares (2016: $64,263 (1,424 units); 2015: $60,756 (1,133 units); 2014: $44,756 (692 units)), perquisite allowance (2016: $57,000; 2015: $57,000; 2014: $57,000) and other miscellaneous items.

•	For Ms. James: the Company’s contributions to the Company’s Employee Share Purchase Plan, the value of additional PSUs corresponding to dividends declared on Common Shares (2016: $32,801 (723 units); 2015: $33,343 (609 units); 2014: $21,830 (333 units)), perquisite allowance (2016: $57,000; 2015: $57,000; 2014: $57,000); and other miscellaneous items.

•	For Mr. Herz: the Company’s contributions to the Company’s Employee Share Purchase Plan, the value of additional PSUs corresponding to dividends declared on Common Shares (2016: $32,801 (723 units); 2015: $33,343 (609 units); 2014: $21,830 (333 units)), perquisite allowance (2016: $57,000; 2015: $57,000; 2014: $57,000) and other miscellaneous items.

•	For Ms Bach: the Company’s contributions to the Company’s Employee Share Purchase Plan, the value of additional PSUs corresponding to dividends declared on Common Shares (2016 - $32,801 (723 units); 2015 - $30,406 (555 units); 2014 - $18,890 (289 units)), perquisite allowance (2016: $57,000; 2015: $57,000; 2014: $57,000) and other miscellaneous items.

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(1)

For the purposes of this column, the US dollar exercise price represents the closing price of the Common Shares on the TSX on the day prior to the date of the grant converted to US dollars at the Bank of Canada noon rate of exchange on that day. One-third of the stock options/SARs/TSARs are exercisable beginning on the first anniversary of the date of the grant, one-third beginning on the second anniversary of the date of the grant and the final third beginning on the third anniversary of the date of the grant. If the stock options/SARs/TSARs are unexercised, they will expire, in the ordinary course, seven years after the date of their grant.

(2)	This column reflects the in-the-money value of outstanding vested and unvested stock options/SARs/TSARs. The closing price of the Common Shares on the TSX on December 31, 2016 was $58.89. For the purposes of this column, the US dollar exercise price of any stock option has been converted to Canadian dollars at the Bank of Canada noon rate of exchange on December 31, 2016.

(3)

This column reflects the value of outstanding unvested PSUs and includes dividend equivalent PSUs credited since the date of the original PSU grant. PSUs provide for different payouts depending on achievement of a target compounded annual growth rate of total shareholder return over a three-year period. The minimum payout is 25% of the vested PSU balance. The value shown is based on this minimum payout and is calculated using the closing price of the Common Shares on the TSX on December 31, 2016, being $58.89.

(4)

This column reflects the settlement value of PSUs granted in 2014, including dividend equivalent PSUs in respect thereof that vested on December 31, 2016. During 2016, Mr. Floren, Mr. Cameron, and Mr. Herz elected to settle such vested PSUs in cash only. The cash settlement value of such vested PSUs is based on the weighted average closing price of the Common Shares on the TSX during the 15 trading days prior to December 31, 2016 ($59.98). Ms. Bach and Ms. James’ vested 2014 PSUs will be settled according to the general provisions of the PSU Plan whereby they will each receive an amount of cash equal to one-half the value of their vested PSUs (less withholding tax) and a number of Common Shares equal to one-half the number of vested PSUs. These Common Shares were purchased on behalf of employees on the open market between January 11 and January 31, 2017 . The cash settlement value ($59.98) is described above and the share settlement value ($61.89) is the weighted average purchase price of the Common Shares purchased between January 11 and January 31, 2017 . The closing price of the Common Shares on the TSX on December 31, 2016, the vesting date of the 2014 PSUs, was $58.89. Based on the TSR CAGR achieved, the number of 2014 PSUs that vested was 25% of each individual’s 2014 PSU balance as at December 31, 2016. The number of PSUs for each NEO in respect of vested 2014 PSUs was as follows: Mr. Floren: 6,188 PSUs; Mr. Cameron: 1,614 PSUs; Mr. Herz: 1,614 PSUs; Ms. James: 1,614 PSUs; and Ms. Bach: 1,614 PSUs. The 2014 PSUs will be settled on March 17, 2017.

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(1)	The value shown in this column is calculated by multiplying the number of stock options that vested in 2016 by the difference between the exercise price, converted to Canadian dollars from US dollars at the Bank of Canada noon rate of exchange on the vesting date, and the closing price of the Common Shares on the TSX on the vesting date.

(2)

This amount represents, in respect of all Common Shares acquired during 2016 on exercise of stock options/SARs/TSARs, the difference between the market value of such shares at the time of exercise and the exercise price. The exercise price is denominated in US dollars and has been converted to Canadian dollars using the foreign exchange rate at the time of the exercise and provided to the stock option administrator, Solium Capital, by Solium’s stockbroker.

(3)

The value shown in this column includes: (a) the settlement value of PSUs granted in 2014, including dividend equivalent PSUs in respect thereof, that vested on December 31, 2016; and (b) the value of dividend equivalent DSUs received during the year. The settlement value of such PSUs is fully described in footnote (4) of the “Outstanding Option-Based Awards and Share-Based Awards” table. Mr. Floren and Ms. James do not currently participate in the DSU Plan due to tax implications and/or residency requirements. The value of DSU dividend equivalents is based on the market price on the day they were granted, which is also the vesting date. DSUs vest immediately upon grant; however, they may not be redeemed by the NEO until the NEO ceases to be an employee.

(4)	The value shown in this column is the annual incentive payment included in the Summary Compensation Table.

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(1)

The amounts include the Company’s pension contributions to both the Company’s regular defined contribution pension plan and to the Company’s supplemental defined contribution retirement plan. For Ms. James, the amounts include the Company’s pension contributions to the Company’s regular defined contribution pension plan in New Zealand. The Company’s pension contributions are also reported in the “Pension Value” column of the Summary Compensation Table.

(2)	The amounts include regular investment earnings or losses on pension contributions. Employee contributions are not permitted in the Canadian pension plans.

•	more than 40% of voting shares of the Company are acquired by an outsider;

•	a majority change in the Board occurs;

•	all or substantially all of the assets of the Company are sold to an outsider; or

•	a majority of directors determines that a change in control has occurred.

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(1)	Under the employment agreements, an executive officer is required to give three months’ written notice of his or her resignation and the Company is required to give three months’ written notice of termination.

(2)

Under the long-term incentive plans, retirement is defined as (a) the employee has been continuously employed by the Company for a minimum of five years; (b) the employee has notified the Company of his or her intended termination of employment at least 30 days in advance; and (c) the employee has attained 55 years of age. If the employee meets all of these criteria, his or her voluntary termination is considered a retirement. If the employee does not meet all of these criteria, his or her voluntary termination is considered a resignation.

(3)

The table reflects the Termination Amount for all currently employed NEOs other than Mr. Cameron who has grandfathered provisions in his executive agreements that provide for the inclusion of the value of his long-term incentives in the calculation of the Termination Amount in the event of a Change of Control and termination within 24 months. His termination payment is equal to (a) 2.0 times his most recent compensation (highest annual salary during the last three years plus the average of the value of the last three years’ short-term incentive awards and long-term incentive awards) and (b) compensation for pension and other Company benefits he would have received over a 24-month period, plus all legal and professional fees and expenses. For all other NEOs – Mr. Floren, Ms. James, Mr. Herz, and Ms. Bach – the value of long-term incentive awards is not included as part of the calculation of the Termination Amount. Employment agreements for any new executive officers in the future will not include the value of long-term incentives in the calculation of the Termination Amount.

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(1)

This column reflects the value of early vested stock options/SARs/TSARs and unvested PSUs, including dividend equivalent PSUs received.  Early vesting of stock options/SARs/TSARs requires that both (a) a Change of Control occurs and (b) either termination of the NEOs employment or the NEO suffers an adverse material change in employment status.  All unvested PSUs vest at the time of a Change of Control.  For greater clarity, the value of stock options/SARs/TSARs and PSUs that vested on or before December 31, 2016, in accordance with the terms of the plans, are not included in this column.

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(1)	The exercise prices of all outstanding options are denominated in US dollars. However, for the purposes of this column, the exercise prices have been converted to Canadian dollars using the Bank of Canada closing rate of 1.3427 on December 30, 2016, the last trading day of the year.

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(1)	Before giving effect to the proposed Stock Option Plan amendment described under “Amendment of Stock Option Plan” on page 16.

(2)	Approximate percentage of the Company’s 89,842,838 outstanding Common Shares on a non-diluted basis as at the date of this Information Circular.

(3)	After giving effect to the proposed Stock Option Plan amendment described under “Amendment of Stock Option Plan” on page 16.

a.	in the case of death of an optionee prior to the expiry date, the option (and related tandem SAR) will vest immediately and will be exercisable prior to the earlier of (i) the date that is one year from the date of death and (ii) the expiry date;

b.	in the case of disability of the optionee prior to the expiry date, the option (and related tandem SAR) shall vest immediately and will be exercisable until the expiry date;

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c.

in the case of termination of the optionee’s employment by reason of (i) retirement where the optionee is not less than 55 years of age, the optionee has been employed by the Company for at least five years, and the optionee provides the Company with written notice of their retirement at least 30 days prior to the retirement date or (ii) circumstances that the Board, in its discretion, determines constitute a “major divestiture or disposition of assets, facility closure or major downsizing” (which determination shall be conclusive and binding on all parties concerned), the option (and related tandem SAR) will continue to vest in accordance with its terms and will be exercisable until the expiry date; and

d.	if the optionee ceases, for any other reason, to be an officer or employee of the Company or of a subsidiary of the Company prior to the expiry date, the option (and related tandem SAR) will be exercisable prior to the earlier of (i) the date which is 90 days from the date the optionee ceases to be an officer or employee and (ii) the expiry date.

e.

Where an option expires or ceases to be exercisable during a blackout period during which trading in Company securities is restricted in accordance with the policies of the Company or its affiliates, or within the ten business days immediately after a blackout period, the expiry date for the option (and related tandem SAR) shall become a date that is ten days after the last day of the blackout period.

1.	an increase in the number of Common Shares that can be issued under the Stock Option Plan, including an increase to the fixed maximum number of securities issuable under the Stock Option Plan, either as a fixed number or a fixed percentage of the Company’s outstanding capital represented by such securities;

2.	a reduction in the exercise price or purchase price of outstanding options (including a cancellation of an outstanding option for the purpose of exchange for reissuance at a lower exercise price to the same person);

3.	an extension of the expiry date of an option or amending the Stock Option Plan to permit the grant of an option with an expiry date of more than seven years from the day the option is granted;

4.	an expansion of the class of eligible recipients of options under the Stock Option Plan that would permit the reintroduction of non-management directors;

5.

an expansion of the transferability or assignability of options (including any tandem SARs connected therewith), other than to a spouse or other family member; an entity controlled by the option holder or spouse or family member; an RRSP or RRIF of the option holder, spouse or family member; a trustee, custodian or administrator acting on behalf of, or for the benefit of, the option holder, spouse or family member; any person recognized as a permitted assign in such circumstances in securities or stock exchange regulatory provisions; or for estate planning or estate settlement purposes;

6.	any amendment of the Stock Option Plan to increase any maximum limit of the number of securities:

(a)	issued to insiders of the Company within any one-year period, or

(b)	issuable to insiders of the Company at any time;

7.

if the Stock Option Plan has a fixed maximum number of securities issuable, the addition of any provision that allows for the exercise of options without cash consideration, whether the option holder receives the intrinsic value in the form of securities from treasury or the intrinsic value in cash, which does not provide for a full deduction of the underlying Common Shares from the maximum number issuable under the Stock Option Plan or, if the Stock Option Plan does not have a fixed

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8.	a change to the amendment provisions of the Stock Option Plan;

1.	clerical or administrative changes (including a change to correct or rectify an ambiguity, immaterial inconsistency, defective provision, mistake, error or omission or clarify the Stock Option Plan’s provisions or a change to the provisions relating to the administration of the Stock Option Plan);

2.

changing provisions relating to the manner of exercise of options (or related tandem SAR), including changing or adding any form of financial assistance provided by the Company to participants or, if the Stock Option Plan has a fixed maximum number of securities issuable, adding provisions relating to a cashless exercise that provides for a full deduction of the underlying Common Shares from the maximum number issuable under the Stock Option Plan;

3.	changing the eligibility for and limitations on participation in the Stock Option Plan (other than amendments of the Stock Option Plan to increase any maximum limit of the number of securities that may be issued or issuable to insiders that may be specified in the Stock Option Plan or the reintroduction of participation by non-management directors);

4.	changing the terms, conditions and mechanics of grant, vesting, exercise and early expiry of options (or related tandem SARs);

5.	changing the provisions for termination of options so long as the change does not permit the Company to grant an option (and related tandem SAR) with an expiry date of more than seven years or extend an outstanding option’s expiry date;

6.	additions, deletions or alterations designed to respond to or comply with any applicable law or any tax, accounting, auditing or regulatory or stock exchange rule, provision or requirement or to allow option holders to receive fair and equitable tax treatment under any applicable tax legislation; and

7.	certain changes to provisions on the transferability of options (and related tandem SARs) that do not require shareholder approval as described above.

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A.	On March 3, 2017, the Board of Directors of the Company approved an amendment to the Company's Stock Option Plan (the "Stock Option Plan") that authorizes the issuance of an additional 3,000,000 common shares of the Company ("Common Shares") pursuant to the exercise of stock options issued thereunder; and

B.	Pursuant to the terms of the Stock Option Plan, shareholder approval is required to amend the Stock Option Plan to increase the number of Common Shares that can be issued thereunder.

1.	the amendment to the Stock Option Plan adopted by the Board of Directors of the Company on March 3, 2017 whereby an additional 3,000,000 Common Shares may be issued pursuant to the exercise of options issued thereunder as described in the Information Circular of the Company dated March 3, 2017, is hereby confirmed and approved; and

2.	any director or officer of the Company is authorized to take such actions as such director or officer may determine to be necessary or advisable to implement this resolution, such determination to be conclusively evidenced by the taking of any such actions.

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•	monitoring overall corporate performance;

•	overseeing compensation and succession planning for, and performance of, executive officers, including the appointment and performance of the CEO;

•	adopting a strategic planning process and approving, at least annually, a strategic plan that takes into account, among other things, the opportunities and risks of the business;

•	evaluating the integrity of, and overseeing the implementation of, the Company’s management information systems and internal controls and procedures;

•	identifying and overseeing the implementation of systems to manage the principal risks of the Company’s business;

•	overseeing the implementation of appropriate disclosure controls, including a communication policy for the Company;

•	developing the Company’s approach to corporate governance; and

•	to the extent feasible, satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and executive officers create a culture of integrity throughout the organization.

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(A)	a director who is, or at any time during the past three years was, employed by the Company;

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(B)	a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(C)	compensation for board or board committee service;

(D)	compensation paid to a Family Member who is an employee (other than an Executive Officer) of the Company; or

(E)	benefits under a tax-qualified retirement plan, or non-discretionary compensation.

(F)	a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an Executive Officer;

(G)

a director who is, or has a Family Member who is, a partner in, or a controlling Shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

(H)	payments arising solely from investments in the Company’s securities; or

(I)	payments under non-discretionary charitable contribution matching programs.

(J)	a director of the Company who is, or has a Family Member who is, employed as an Executive Officer of another entity where at any time during the past three years any of the Executive Officers of the Company serve on the compensation committee of such other entity; or

(K)	a director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

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