Westshore Terminals Investment : Annual General Meeting Management Information Circular

WESTSHORE TERMINALS INVESTMENT

CORPORATION

ANNUAL GENERAL MEETING

OF SHAREHOLDERS

to be held in a virtual-only format on

Tuesday, June 18, 2024

9:00 a.m. (Vancouver time)

MANAGEMENT INFORMATION CIRCULAR

AND PROXY STATEMENT

DATED MAY 8, 2024

WESTSHORE TERMINALS INVESTMENT CORPORATION

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares") of Westshore Terminals Investment Corporation (the "Corporation") will be held in a virtual-only format conducted via live audio webcast online at https://meetnow.global/MFYYA2J, on Tuesday, June 18, 2024 at 9:00 a.m. (Vancouver time) for the following purposes:

1. to receive the report of the directors of the Corporation;
2. to elect eight directors for the ensuing year;
3. to appoint KPMG LLP as auditor of the Corporation for the ensuing year; and
4. to transact such other business as may properly come before the Meeting or any adjournment thereof.

DATED at Vancouver, British Columbia on May 8, 2024.

By Order of the Directors of the Corporation

(Signed) "Nick Desmarais"

Nick Desmarais

Secretary & Vice President of Corporate Development

IMPORTANT NOTICE

The Meeting is scheduled to take place in a virtual-only format conducted via webcast online at https://meetnow.global/MFYYA2J. As such, Shareholders and duly appointed proxyholders will not be able to attend the Meeting in person. The Corporation strongly encourages all registered Shareholders, beneficial Shareholders, duly appointed proxyholders and other stakeholders who wish to attend the virtual Meeting to carefully follow the procedures described in the accompanying Information Circular to ensure they can attend the Meeting virtually.

If you are a registered Shareholder, you may attend, participate and vote at the Meeting online via webcast online at https://meetnow.global/MFYYA2J, provided you are connected to the internet and comply with all of the requirements set out in the Information Circular. If you are a registered Shareholder and are unable to participate online via the live webcast of the Meeting, in order for your proxy to be valid and your votes to be counted, you must complete, sign, date and deliver the enclosed form of proxy to the attention of Proxy Department, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, at any time up to and including 9:00 a.m. (Vancouver time) on June 14, 2024. Further instructions with respect to voting by proxy are provided in the form of proxy and in the Information Circular accompanying this Notice.

If you are a non-registered Shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the virtual Meeting.

Non-registered Shareholders will be able to attend, participate in and vote at the Meeting online via webcast at https://meetnow.global/MFYYA2Jif they duly appoint themselves as proxyholder through the method specified by their intermediary and comply with all of the requirements set out in the Information Circular relating to that appointment and registration. If a non-registered Shareholder does not comply with these requirements, that non-registered Shareholder will be able to attend the Meeting online as a guest but will not be able to vote or ask questions at the virtual Meeting.

Shareholders are encouraged to vote on matters at the Meeting by proxy, appointing a management proxyholder.

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TABLE OF CONTENTS
IMPORTANT NOTICE	4
SOLICITATION OF PROXIES	4
VIRTUAL MEETING PROCEDURES	4
VOTING OF SHARES AND PRINCIPAL SHAREHOLDERS	9
ELECTION OF DIRECTORS	9
MANAGEMENT AGREEMENT	12
ADMINISTRATION AGREEMENT	14
GOVERNANCE AGREEMENT	14
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	14
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	17
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	18
APPOINTMENT OF AUDITOR	18
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON	18
ADDITIONAL INFORMATION	19
APPROVAL OF DIRECTORS	19

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IMPORTANT NOTICE

The Annual General Meeting (the "Meeting") is scheduled to take place in a virtual-only format conducted via live online at https://meetnow.global/MFYYA2J. As such, Shareholders (as defined below) and duly appointed proxyholders will not be able to attend the Meeting in person. Westshore Terminals Investment Corporation (the "Corporation") strongly encourages all registered Shareholders, Beneficial Shareholders (as defined below) and duly appointed proxyholders to carefully follow the procedures described in this Information Circular to ensure they can attend the Meeting virtually. Only Registered Shareholders and duly appointed proxyholders will be able to vote and ask questions at the virtual Meeting.

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the directors of the Corporation to be used at the Meeting of the shareholders of the Corporation (each, a "Shareholder" and collectively, the "Shareholders"), which is to take place in a virtual-only format conducted via online at https://meetnow.global/MFYYA2Jon Tuesday, June 18, 2024 at 9:00 a.m. (Vancouver time) for the purposes set out in the accompanying Notice of Meeting and in this Information Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, email, facsimile or oral communication by the directors, officers and employees of the Corporation and its subsidiaries, for no additional compensation. The cost of the solicitation of proxies will be borne by the Corporation. The Corporation will not transmit proxy-related materials to registered Shareholders or Beneficial Shareholders using the notice-and-access procedures under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

VIRTUAL MEETING PROCEDURES

The Meeting will be made available by webcast commencing at 9:00 a.m. (Vancouver time) on June 18, 2024. Registered Shareholders and duly appointed proxyholders will be able to vote and otherwise participate in the Meeting through the webcast by following the instructions provided in this Information Circular. Registered Shareholders and duly appointed proxyholders may submit questions to the Corporation in advance of or during the Meeting by following the instructions provided in this Information Circular. Such questions will, subject to verification by the Corporation that the sender is a registered Shareholder or duly appointed proxyholder and confirmation of the relevance of the question, be addressed at the Meeting.

Please carefully review and follow the voting instructions below based on whether you are a Registered or Beneficial Shareholder of the Corporation.

• You are a "Registered Shareholder" if you have a share certificate registered in your name representing common shares of the Corporation (the "Shares"). Registered Shareholders may vote via proxy in advance of the Meeting or during the virtual Meeting. If you vote in advance of the Meeting via proxy and also vote at the virtual Meeting, your voting instructions received via proxy will be revoked.
• You are a "Beneficial Shareholder" if you hold Shares through a broker, agent, nominee or other intermediary (for example, a bank, trust company, investment dealer, clearing agency, or other institution). A Beneficial Shareholder may vote via proxy or VIF (as defined below) in advance of the Meeting or during the virtual Meeting if the Beneficial Shareholder appoints themselves as proxyholder. If you vote in advance of the Meeting via proxy or VIF and also vote at the virtual Meeting, instructions received via proxy or VIF will be revoked. Please see additional instructions

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for United States Beneficial Shareholders under the heading "United States Beneficial Shareholders" below.

Voting at the Meeting will only be available for Registered Shareholders and duly appointed

proxyholders. We strongly encourage Shareholders to vote by proxy or VIF in advance of the Meeting, appointing a management proxyholder, in accordance with the instructions provided in this Information Circular.

Registered Shareholder - Appointing a Proxy

The form of proxy (the "Proxy") accompanying this Information Circular confers discretionary authority upon the proxy nominees with respect to any amendments or variations to matters identified in the Notice of Meeting or any other matters which may properly come before the Meeting. On any ballot or poll, the Shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder as specified in the Proxy with respect to any matter to be voted on. If a choice is not so specified with respect to any such matter, the proxyholder shall be deemed to have been granted the authority to vote the relevant Shares in accordance with the recommendation of management of the Corporation, which is: (a) for the election of the directors named in the proxy; and (b) for the appointment of KPMG LLP as the auditor.

A Shareholder has the right to appoint a person (who need not be a Shareholder) to represent such Shareholder at the Meeting other than the persons designated in the Proxy and may exercise such right by striking out the names of the persons designated by management on the Proxy and inserting the name in full of the desired person in the blank space provided in the Proxy.

Proxies must be received at the offices of Computershare Investor Services Inc. ("Computershare") at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 at any time up to and including 9:00 a.m. (Vancouver time) on June 14, 2024, or if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting. Proxies may be submitted to Computershare in person or by mail or courier at the address listed above, or via the internet at www.investorvote.com.

In addition, Registered Shareholders who wish to appoint a proxyholder, other than the persons designed by management on the Proxy, to represent them at the virtual Meeting must register their proxyholder with Computershare. Registering the proxyholder is an additional step after a Registered Shareholder has submitted their Proxy. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting. To register a proxyholder, Registered Shareholders must visit http://www.computershare.com/WestshoreTerminalsbefore 9:00 a.m. (Vancouver time) on June 14, 2024 and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code by email. Without an Invite Code, proxyholders will not be able to attend and vote at the Meeting.

Beneficial Shareholder - Voting by Proxy or VIF

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own names. Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Shares can be recognized and acted upon at the Meeting.

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If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered under the name of the broker or an agent of a broker. In Canada, most of the Shares are registered in the name of CDS & Co. (the registration name for the Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms) ("CDS") or other nominees. Shares held by brokers or their nominees can only be voted (for or against resolutions) or withheld from voting, upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers/nominees are prohibited from voting Shares on behalf of their clients. The Corporation does not know for whose benefit most of the Shares registered in the names of CDS or other nominees are held. Therefore, Beneficial Shareholders cannot be recognized at the Meeting for the purpose of voting their Shares in person or by way of proxy.

Applicable regulatory policies require intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to that provided to Registered Shareholders, however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically applies a special sticker to the form of proxy or, alternatively, prepares a separate "voting instruction" form ("VIF"), mails those forms to Beneficial Shareholders, and asks Beneficial Shareholders to return to Broadridge the proxy or VIF. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares at the Meeting. A Beneficial Shareholder receiving a proxy with a

Broadridge sticker on it, or a VIF, cannot use that proxy or VIF to vote Shares directly at the Meeting. Instead, the proxy or VIF must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted.

Beneficial Shareholders who wish to appoint a proxyholder, other than the persons designed by management on the proxy or VIF, to represent them at the virtual Meeting must register their proxyholder with Computershare. Beneficial Shareholders may appoint themselves as proxyholder in order to vote at the Meeting. Registering the proxyholder is an additional step after a Beneficial Shareholder has submitted their proxy or VIF. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting. To register a proxyholder, Beneficial Shareholders must visit http://www.computershare.com/WestshoreTerminalsbefore 9:00 a.m. (Vancouver time) on June 14, 2024 and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code by email. Without an Invite Code, proxyholders will not be able to attend and vote at the Meeting.

Pursuant to NI 54-101, the Corporation is distributing copies of proxy-related materials in connection with the Meeting (including this Information Circular) indirectly to Beneficial Shareholders. There are two kinds of Beneficial Shareholders: (a) those who object to their name being made known to the issuer of securities which they own, known as objecting beneficial owners; and (b) those who do not object to their name being made known to the issuer of securities which they own, known as non-objecting beneficial owners. The Corporation intends to pay for intermediaries to deliver proxy-related materials and the proxy form or voting instruction form to Beneficial Shareholders under NI 54-101.

Attending and Voting at the Virtual Meeting

The Meeting will only be hosted online by way of a live webcast. Shareholders and duly appointed proxyholders will not be able to attend the Meeting in person. A summary of the information Shareholders and duly appointed proxyholders will need to attend and vote at the virtual Meeting is provided below.

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The virtual Meeting platform is fully supported across most commonly used web browsers (note: Internet Explorer is not a supported browser). It is your responsibility to ensure that you have internet connectivity for the duration of the Meeting. You should allow ample time to log into the Meeting online before it commences.

Registered Shareholders and duly appointed proxyholders can participate in and vote in real time at the Meeting by visiting https://meetnow.global/MFYYA2J, clicking "Shareholder", and entering their Control Number or Invite Code before the start of the Meeting.

• Registered Shareholders: the 15-digit Control Number is located on the Form of Proxy you received.
• Duly appointed proxyholders: Computershare will provide the proxyholder with an Invite Code by email once the proxyholder has been registered (see details under the headings "Registered Shareholders - Appointing a Proxy" and "Beneficial Shareholders - Voting by Proxy or VIF") and after the voting deadline has passed.

Beneficial Shareholders who have not appointed themselves as proxyholders to participate and vote at the Meeting and other stakeholders of the Corporation who wish to attend the virtual Meeting may login as a guest, by visiting https://meetnow.global/MFYYA2J, clicking on "Guest" and completing the online form; however, they will not be able to vote or submit questions.

We strongly encourage Shareholders to vote by proxy in advance of the Meeting, appointing a management proxyholder, in accordance with the instructions provided in this Information Circular.

Technical Assistance

If you are having trouble connecting to the Meeting please contact the provider via the following numbers:

Local	-	888-724-2416
International	-	[phone]

United States Beneficial Shareholders

If you are a Beneficial Shareholder resident in the United States, to attend and vote at the virtual Meeting, you must first obtain a valid Legal Proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with the Proxy materials or contact your broker or bank to request a Legal Form of Proxy. After obtaining a valid Legal Proxy from your broker, bank or other agent, you must submit a copy of your Legal Proxy to Computershare in order to register to attend the Meeting. Requests for registration should be sent:

By mail to:	COMPUTERSHARE
	100 UNIVERSITY AVENUE 8TH FLOOR
	TORONTO, ON M5J 2Y1
By email at:	[e-mail]

Requests for registration must be labeled as "Legal Proxy" and be received by Computershare no

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later than June 14, 2024, 9:00 am (Vancouver time). You will receive a confirmation of your registration by email after Computershare receives your registration materials. You may attend the Meeting and vote your Shares at https://meetnow.global/MFYYA2Jduring the meeting. Please note that you are required to register your appointment at http://www.computershare.com/WestshoreTerminals.

Revocation of Proxies

Proxies are revocable. Subject to compliance with the requirements of the following paragraph, the giving of a Proxy will not affect the right of a Shareholder to attend and vote in person at the Meeting.

A Shareholder or intermediary giving a proxy may revoke the proxy by instrument in writing executed by the Shareholder or intermediary, or by his, her or its attorney authorized in writing or, if the Shareholder or intermediary is a corporation, by an officer or attorney thereof duly authorized. The revocation of a proxy must be deposited at the offices of Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used.

How To Participate and Ask Questions at the Meeting

Registered Shareholders and proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder) who attend the Meeting virtually and have properly followed the instructions in this Information Circular to participate and vote virtually at the Meeting will have an opportunity to participate in discussions and ask questions at the Meeting during any discussion or question period. Guests will not be able to participate in discussions or ask questions.

During the Meeting, if a Registered Shareholder or proxyholder wishes to engage in a discussion or ask a question, they should select the "Ask a Question" icon and type the comment or question within the chat box on the messaging screen and click the "Ask Now" button to submit the comment or question to the Chair of the Meeting. Comments and questions can be submitted at any time during any discussion or question period during the Meeting up until the Chair of the Meeting closes such discussion or question period.

Should a Registered Shareholder or proxyholder wish to submit a question to be addressed at the Meeting, they may also submit questions in advance of the Meeting to [e-mail] under subject type "Westshore AGM Questions". All questions submitted in advance of the Meeting must be received by the Corporation by no later than 11:00 a.m. (Vancouver time) on June 14, 2024.

Regardless of whether comments or questions are submitted during the Meeting or in advance as set out above, all submitted comments and questions will be reviewed by the Corporation through the virtual meeting platform before being sent to the Chair of the Meeting. To ensure fairness for all attendees, the Chair of the Meeting will decide on the amount of time allocated to each questions and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting or which are determined to be inappropriate or otherwise out of order. It is anticipated that Registered Shareholders and proxyholders will have substantially the same opportunity to engage in discussions and ask questions on matters of business before the Meeting as in past years when the annual meeting of shareholders was held in person, provided that such Registered Shareholders and proxyholders have properly followed the instructions in this Information Circular to participate in the virtual Meeting and remain connected to the internet at all relevant times. In the event that there is insufficient time during the Meeting for the Corporation to address all properly submitted questions, Registered Shareholders or proxyholders whose questions were not addressed during the Meeting are encouraged to contact the Corporation at [e-mail].

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VOTING OF SHARES AND PRINCIPAL SHAREHOLDERS

Voting of Shares

Each Share entitles the holder thereof to one vote on all matters to come before the Meeting. Only holders of record of Shares as of the close of business on May 7, 2024 (the "Record Date") are entitled to receive notice of the Meeting. As of the Record Date, there were 62,428,244 issued and outstanding Shares. A Shareholder of record on the Record Date will be entitled to vote the Shares shown opposite his, her or its name on the Corporation's register of Shareholders at the Meeting or any adjournment thereof, even if the Shareholder disposes of the Shares after that time. No person becoming a Shareholder after the

Record Date will be entitled to vote at the Meeting or any adjournment thereof.

Principal Shareholders

To the knowledge of the directors and executive officers of the Corporation, the following persons beneficially own, or control or direct, directly or indirectly, more than 10% of the voting rights attached to the issued and outstanding Shares:

James A. Pattison

29,251,015 (46.85%)(1)

1. James A. Pattison holds Shares indirectly through certain wholly owned companies.

At the Record Date, CDS held in aggregate 62,408,311 Shares. Other than as disclosed above, the directors and executive officers have no knowledge as to any other beneficial holders of the Shares held by CDS which are 10% or more of the outstanding Shares.

ELECTION OF DIRECTORS

The number of directors to be elected to the board of directors of the Corporation (the "Board" or the "Board of Directors") at the Meeting is eight (8). All directors elected at the Meeting will hold office until the next annual general meeting of Shareholders or until their successors are duly elected or appointed.

The Corporation proposes to nominate for election as directors at the Meeting the persons listed in the table below. All proposed nominees have consented to be named in this Information Circular and to serve as directors if elected. The Corporation has no reason to believe that any proposed nominee will be unable to continue to serve as a director, but should any such nominee become unable to do so for any reason prior to the Meeting, the persons appointed as the proxyholder in the enclosed form of proxy, unless directed to withhold from voting, will have the discretion to vote for another nominee.

On March 19, 2013, the Board of Directors approved an advance notice policy (the "Policy") subsequently ratified, confirmed and approved by Shareholders which includes a provision that with some exceptions requires advance notice to the Corporation in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Corporation. The Policy fixes a deadline by which holders of record of Shares must submit director nominations to the Secretary of the Corporation prior to any meeting of Shareholders and sets forth the specific information that a shareholder must include in the written notice to the Secretary of the Corporation for an effective nomination to occur. No person will be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of the Policy. In the case of an annual general meeting of Shareholders, notice to the Corporation must be made not less than 30 nor more than 65 days prior to the date of the annual general meeting. A copy of the Policy may be obtained under the Corporation's profile on SEDAR+ at www.sedarplus.ca or on the General Partner's website at www.westshore.com.

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