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West Fraser Timber Co. Ltd.


Notice of Annual Meeting of Shareholders


To Be Held April 19, 2016


Information Circular


Your Participation is Important Please Take the Time to Vote

WHAT'S INSIDE: INVITATION TO SHAREHOLDERS 1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 2 INFORMATION CIRCULAR 5

DEFINITIONS 5

VOTING AND PROXIES: QUESTIONS AND ANSWERS 7

VOTING BY NON-REGISTERED SHAREHOLDERS 9

BUSINESS TO BE TRANSACTED AT THE MEETING 10

SIZE OF BOARD 12

INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS 12

BOARD RENEWAL 16

DIRECTOR COMPENSATION 18

VOTING SECURITIES, PRINCIPAL SHAREHOLDERS AND NORMAL COURSE ISSUER BID 21

APPOINTMENT OF THE AUDITOR 22

ADVISORY RESOLUTION ON THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION (SAY ON PAY) 23

AMENDMENT OF STOCK OPTION PLAN 23

INCREASE OF AVAILABLE SHARES 23

ADDITIONAL AMENDMENTS 24

RESOLUTIONS 25

OUR CORPORATE GOVERNANCE POLICIES AND PROCEDURES 25

GOVERNANCE POLICY 25

EXECUTIVE CHAIRMAN OF THE BOARD 26

LEAD DIRECTOR 26

GOVERNANCE & NOMINATING COMMITTEE 26

MAJORITY VOTING POLICY AND ADVANCE NOTICE POLICY 27

CODE OF CONDUCT 27

CHARTERS 27

REVISED MINIMUM EQUITY HOLDING 28

MANDATE OF THE BOARD 29

CORPORATE DISCLOSURE POLICY 29

AUDIT COMMITTEE 29

DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD 30

SHAREHOLDER FEEDBACK AND CONCERNS 30

EXPECTATIONS OF MANAGEMENT 31

COMPOSITION OF THE BOARD 31

GENDER EQUALITY 32

SERVING ON OTHER BOARDS 33

COMMITTEES OF THE BOARD 33

ORIENTATION PROGRAM AND CONTINUING EDUCATION 35

PERFORMANCE REVIEWS 37

MEETING ATTENDANCE RECORD 37

EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS 37

REPORT ON EXECUTIVE COMPENSATION 37

PERFORMANCE GRAPH 44

EXECUTIVE COMPENSATION 45

OPTION GRANTS 46

RS UNITS AND PS UNITS 50

PENSION PLANS 51

DIRECTORS' COMPENSATION AND HOLDINGS 53

INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES 53

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 53

ADDITIONAL INFORMATION 54

INVITATION TO SHAREHOLDERS



Dear Shareholders:


You are invited to attend the Annual Meeting of Shareholders of West Fraser Timber Co. Ltd., which will take place on April 19, 2016 at 11:30 a.m., local time, at 1250 Brownmiller Road, Quesnel, B.C.


The items of business to be considered at the Meeting are described in the accompanying Notice of Annual Meeting and Information Circular.


Your participation and views are very important to us. You are encouraged to vote, which can be done by following the instructions enclosed with these materials.


At the Meeting, in addition to dealing with the matters described in the Notice, I will review the affairs of the Company. Also, you will have an opportunity to ask questions and to meet the Company's Directors and management representatives.


All of our public documents, including the 2015 Annual Report and Quarterly Reports, are available on our website at www.westfraser.com. You are encouraged to access our website during the year for continuous disclosure items, including news releases and investor presentations.


I look forward to seeing you at the Meeting. Yours sincerely,


Ted Seraphim

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


The annual meeting (the "Meeting") of Shareholders of WEST FRASER TIMBER CO. LTD. (the "Company") will be held at 1250 Brownmiller Road, Quesnel, B.C. on April 19, 2016 at 11:30 a.m., local time, for the following purposes:


  1. to receive the consolidated financial statements of the Company for its fiscal year ended December 31, 2015, together with the auditor's report on them;


  2. to fix the number of directors at eleven;


  3. to elect the directors of the Company to hold office until the close of the next annual general meeting;


  4. to appoint an auditor of the Company to serve until the close of the next annual general meeting and to authorize the directors to fix the auditor's remuneration;


  5. to consider an advisory (non-binding) resolution on the Company's approach to executive compensation, as more particularly set out in the section of the Information Circular entitled "Advisory Resolution on the Company's Approach to Executive Compensation (Say on Pay)";


  6. to consider and, if deemed advisable, approve the proposed amendments to the 1994 Director, Officer and Employee Stock Option Plan of the Company by way of two separate and independent resolutions;


  7. to consider any amendment to or variation of any matter identified in this Notice; and


  8. to transact such other business as may properly come before the Meeting or any adjournment of it.


A copy of the Annual Report of the Company for the year ended December 31, 2015 accompanies this Notice. The Annual Report includes the consolidated financial statements and the auditor's report.


Shareholders registered at the close of business on March 2, 2016 will be entitled to receive this Notice and to vote at the Meeting.


INFORMATION ON NOTICE AND ACCESS (You have not been sent a physical copy of the Information Circular.)


General Information


The Company has prepared a notice of meeting, Information Circular and form of proxy relating to the Meeting, and the Information Circular contains details of the matters to be considered at the Meeting. This Notice of Meeting has been prepared and mailed to you under the notice and access rules that came into effect on February 11, 2013 pursuant to applicable Canadian securities laws. Notice and access enables issuers to reduce the volume of materials that must be physically mailed to shareholders by posting the Information Circular and related materials on the internet. Please call CST Trust Company toll-free at 1-800-387-0825 if you have any questions about notice and access.

West Fraser Timber Co. Ltd. issued this content on 14 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 March 2016 16:30:50 UTC

Original Document: http://www.westfraser.com/sites/default/files/Information Circular.pdf