West Fraser Timber : Notice of Annual General Meeting (filed March 14, 2016)

Microsoft Word - Document1 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.

How to Access the Information Circular and Obtain a Physical Copy

The Information Circular and related materials are available under the Company's profile at www.sedar.com and on the Company's website at www.westfraser.com. Shareholders are reminded to review these online materials in connection with the Meeting and before voting. Shareholders may obtain a physical copy of the Information Circular by: 1) calling the Company's transfer agent, CST Trust Company, toll free at 1-888-433-6443; or 2) emailing a request to CST Trust Company at [e-mail]. A request for a physical copy of the Information Circular should be sent sufficiently in advance so that it is received by the Transfer Agent by April 4, 2016, in order to allow sufficient time for the shareholder to receive the physical copy of the Information Circular and return the proxy by its due date.

Proxies and Voting Instruction Forms (VIFs)

Registered shareholders have received a form of proxy with this Notice of Meeting. The deadline for submitting proxies is April 15, 2016. Please complete, date and sign the proxy and deliver it before that deadline in accordance with the instructions set out in the proxy and Information Circular.

Non-registered shareholders (beneficial owners) have received a voting instructions form ("VIF") with this Notice of Meeting. The deadline for returning VIFs is specified in the VIF itself. VIFs, whether provided by the Company or an intermediary, should be completed and returned in accordance with the specific instructions, and by the deadline specified, in the VIF. Please ensure you carefully follow the instructions set out in the VIF, including those specifying where and when the VIF is to be returned.

Please review the Information Circular before completing your proxy or VIF, as the Information Circular contains additional information about each matter to be voted on at the Meeting. The following guide will assist you in locating the relevant disclosure for each matter.

For disclosure about:	Refer to the following section(s) in the Information Circular
fixing the number of directors at eleven	"Size of Board"
the election of directors	"Information regarding Nominees for Election as Directors"
the appointment of the Company's auditors	"Appointment of the Auditor"
the approval of the Company's approach to executive compensation	"Advisory Resolution on the Company's Approach to Executive Compensation (Say on Pay)"
the approval of the proposed amendments to the Company's 1994 Director, Officer and Employee Stock Option Plan	"Amendment of Stock Option Plan"

A Shareholder who is unable to attend the Meeting in person and who wishes to ensure that its shares are voted at the Meeting must complete, date and sign an acceptable form of proxy and deliver it by hand or by mail in accordance with the instructions set out in the enclosed form of proxy and in the Information Circular.

DATED at Vancouver, B.C., March 14, 2016.

BY ORDER OF THE BOARD

Ted Seraphim

President and Chief Executive Officer