Mr. Patrick Dovigi reports

GFL ENVIRONMENTAL INC. ANNOUNCES DIRECT SHARE BUYBACK OF 17,050,298 SUBORDINATE VOTING SHARES FROM BC PARTNERS AND INTENTION TO REPURCHASE UP TO 7,056,027 SUBORDINATE VOTING SHARES IN SECONDARY OFFERING

GFL Environmental Inc. has purchased for cancellation 17,050,298 subordinate voting shares directly from funds managed by B.C. Partners (the selling shareholder) at a net price of $46.92 (U.S.) per share, representing a discount of approximately 3.5 per cent to the closing price of the company's subordinate voting shares on the New York Stock Exchange on March 25, 2025. The share repurchase transaction was completed pursuant to a definitive share purchase agreement entered into between the company and the selling shareholder. Pursuant to the terms of the agreement, the selling shareholder has agreed to a customary lock-up in respect of its remaining subordinate voting shares for a six-month period.

GFL also announced today that it has agreed to purchase for cancellation up to 7,056,027 subordinate voting shares from RBC Dominion Securities Inc. under the secondary offering of 15,739,769 subordinate voting shares announced earlier today by Ontario Teachers' Pension Plan Board, GFL Borrower II (Cayman) LP, Poole Private Capital LLC and entities affiliated with HPS Investment Partners LLC, subject to determination of the offering price.

The share repurchase transaction and secondary offering transaction are consistent with the company's previously announced plan to use approximately $2.25-billion of the proceeds from the recent sale of its environmental services business to opportunistically repurchase subordinate voting shares, subject to market conditions.

GFL's board of directors (interested directors having recused themselves) unanimously approved the share repurchase transaction and the secondary offering transaction upon the recommendation of a special committee composed solely of independent and disinterested directors formed to consider the transaction and the various alternatives thereto. In arriving at its unanimous recommendation that the share repurchase transaction is in the best interests of the company, the special committee considered several factors, including among other things, that the share repurchase transaction would not reasonably be expected to have a significant negative effect on the market price or value of GFL's subordinate voting shares. The special committee retained Canaccord Genuity Corp. as financial adviser to advise on the transactions. As a result of the share repurchase transaction and the cancellation of the purchased shares, the selling shareholder will hold approximately 20.5 per cent of the issued and outstanding subordinate voting shares, representing approximately 14.8 per cent of the voting power attached to all outstanding voting shares (before giving effect to the secondary offering transaction).

On March 13, 2025, the company received exemptive relief from the Ontario Securities Commission (OSC) permitting it to repurchase subordinate voting shares from underwriters in Ontario of any secondary offering undertaken pursuant to registration rights held by certain shareholders (including the secondary offering). The order permits GFL to purchase up to 50 per cent of the subordinate voting shares initially offered for resale pursuant to any such offering over the 12 months following the date of the order, up to a maximum of 38,157,045 shares. The purchased shares acquired pursuant to the share repurchase transaction, together with any other subordinate voting shares acquired by GFL under the secondary offering transaction, will reduce the maximum number of subordinate voting shares that the company is entitled to repurchase from underwriters pursuant to the order.

About GFL Environmental Inc.

GFL, headquartered in Vaughan, Ont., is the fourth-largest diversified environmental services company in North America, providing a comprehensive line of solid waste management services through its platform of facilities throughout Canada and in 18 U.S. states. Across its organization, GFL has a work force of more than 15,000 employees.

We seek Safe Harbor.