An anonymous director of Secure Waste reports

SECURE FILES MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH GFL TRANSACTION

Secure Waste Infrastructure Corp. has filed its management information circular and accompanying materials for the special meeting of Secure shareholders to be held in connection with the proposed plan of arrangement between Secure and GFL Environmental Inc., pursuant to the terms of the previously announced arrangement agreement between Secure and GFL dated April 12, 2026.

Secure is also pleased to announce that, on April 23, 2026, the Court of King's Bench of Alberta granted an interim order in respect of the transaction, authorizing the calling and holding of the meeting and certain other matters related to the meeting. A copy of the interim order is included in the circular.

The meeting

The meeting will be held in a hybrid format on May 27, 2026, at 10 a.m. Calgary time at Brookfield Place, 225 6th Ave. Southwest, Suite 1410, Calgary, Alta., and through a live audio webcast.

At the meeting, Secure shareholders will be asked to consider, and if thought advisable, approve a special resolution approving the transaction, the full text of which is set forth in the circular. The arrangement resolution requires approval by: (i) not fewer than 66-2/3rds per cent of the votes cast by Secure shareholders present in person or represented by proxy at the meeting; and (ii) a simple majority of the votes cast by Secure shareholders present in person or represented by proxy at the meeting, excluding those votes attached to Secure shares held by persons required to be excluded pursuant to MI 61-101 (Protection of Minority Security Holders in Special Transactions (which represent approximately 1.25 per cent of the total issued and outstanding Secure shares).

The circular provides further details on the transaction and the meeting, including with respect to voting instructions and consideration elections, and Secure shareholders are urged to carefully review the meeting materials and the instructions provided therein. The meeting materials and the arrangement agreement can be found on Secure's website and have also been filed on Secure's SEDAR+ profile. The meeting materials are in the process of being delivered to Secure shareholders in accordance with applicable corporate and securities laws.

Secure's board of directors unanimously recommends that shareholders vote for the arrangement resolution.

Additional information for Secure shareholders -- reasons to vote in favour

In making its recommendation, the board, together with a special committee of independent directors, carefully considered a number of strategic, financial and market factors, including the following.

Attractive premium and relative valuation; flexibility in consideration

The consideration that Secure shareholders are entitled to receive under the transaction represents a 23-per-cent premium to the volume-weighted average price of the Secure shares for the 60 trading days ending April 10, 2026, being the last completed trading day prior to the public announcement of the transaction. The transaction attributes an enterprise value to Secure of approximately $6.4-billion.

Aligning with individual preferences, Secure shareholders can elect to receive $24.75 in cash, 0.4195 of a subordinate voting share in the capital of GFL, or $4.95 in cash and 0.3356 of a subordinate voting share in the capital of GFL for each Secure share, subject to rounding and proration, as applicable, as set forth in the plan of arrangement (the form of which is attached as Schedule A to the arrangement agreement).

Upside participation in a more diversified combined company with significant scale

The transaction provides Secure shareholders the opportunity for continued ownership in a larger, more diversified vehicle with exposure to significant scale and growth potential. The combined company will benefit from both Secure's complementary leading waste processing and disposal platform in Western Canada and North Dakota, and GFL's asset base across Canada and the United States. Shareholders in the combined company will gain exposure to a platform that has the ability to capture more waste streams across the value chain, from collection through final disposal.

Risks associated with Secure stand-alone

Historically, the public market valuation of Secure has not fully reflected the intrinsic value of Secure's business, and the transaction facilitates accelerated value recognition for Secure shareholders that captures the underlying value of the business today. If the transaction does not proceed, there may be a limited number of other potential counterparties available to complete a transaction with Secure, resulting in Secure shareholders and not having the opportunity to crystallize the value of their investment and achieve continuing upside potential. On a risk adjusted basis, the board considers the arrangement and becoming part of the diversified combined company preferable to continuing as a stand-alone pure play waste management and energy infrastructure company.

Independent process and fairness

The transaction is the result of thorough arm's-length negotiations between Secure and GFL. Such negotiations included extensive input from external legal counsel and financial advisers, and the special committee, culminating in multiple separate offers from GFL prior to entering into the arrangement agreement.

The arrangement agreement includes a customary fiduciary out that will enable Secure to enter into a superior proposal (as defined in the arrangement agreement) in certain circumstances.

RBC Capital Markets and ATB Cormark Capital Markets have provided opinions to the effect that, as of April 12, 2026, and subject to certain assumptions, limitations, qualifications and other matters stated therein, the consideration to be received by Secure shareholders pursuant to the transaction is fair, from a financial point of view, to the Secure shareholders.

Board and special committee recommends shareholders vote for the transaction

The special committee, after considering the terms of the transaction in detail and upon receipt of advice from external legal counsel and the advice and fairness opinion from ATB Cormark Capital Markets, unanimously recommended to the board, among other things, that the board approve the transaction.

The board, after consulting with its financial and legal advisers, and after careful consideration of, among other things, the fairness opinion from RBC Capital Markets, unanimously: (i) determined that the consideration to be received by the Secure shareholders is fair, from a financial point of view, and that the transaction is in the best interests of Secure; (ii) resolved to recommend that the Secure shareholders vote in favour of the arrangement resolution; and (iii) authorized the entering into of the arrangement agreement and the performance by Secure of its obligations under the arrangement agreement.

Voting and support agreements

TPG Angelo Gordon and Solus Alternative Asset Management LP which in aggregate held approximately 19 per cent of the outstanding Secure shares as at April 12, 2026, and each director and officer who own Secure shares, representing approximately 2 per cent of the outstanding Secure shares (on a non-diluted basis) as at April 12, 2026, have agreed, among other things, to vote their Secure shares in favour of the arrangement resolution and to otherwise support the arrangement.

Vote your shares today -- voting is important and easy

Shareholders are encouraged to vote well in advance of the meeting, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to shareholders together with the management information circular. Further details and voting instructions can be found in the circular under the Section entitled "General proxy matters."

The deadline for shareholders to return their completed proxies or voting instruction forms is Monday, May 25, 2026, at 10 a.m. Calgary time, or, if the meeting is adjourned or postponed, no fewer than 48 hours (excluding Saturdays, Sundays and holidays in the province of Alberta) prior to the commencement of the reconvened meeting.

Shareholder questions and voting assistance

If you have any questions or require voting assistance, please contact Secure's proxy solicitation agent: Laurel Hill Advisory Group.

Toll-free calls in North America:  1-877-452-7184 (1-416-304-0211 outside of North America)

Text message by texting INFO to 416-304-0211 or 1-877-452-7184.

E-mail at assistance@laurelhill.com.

About Secure Waste Infrastructure Corp.

Secure is a leading waste management and energy infrastructure business headquartered in Calgary, Alta., with an extensive network of assets across Western Canada and North Dakota. Through its waste management segment, Secure operates long-life, permitted processing, recovery and disposal infrastructure that supports the safe, efficient and environmentally responsible management of waste from energy and industrial activity, including the recycling of metals and recovered oil and the use of specialty chemical solutions to reduce waste intensity and improve operational efficiency. Secure's energy infrastructure segment includes crude oil pipelines, terminals, and storage facilities that optimize, store and transport crude oil to market, enhancing customer value through product quality optimization, improved pricing and reduced emissions while protecting the environment.

Secure's shares trade under the symbol SES and are listed on the Toronto Stock Exchange.

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