GFL Environmental (GFL) Announces Share Buyback

GFL Environmental Inc. (NYSE: GFL) today announced that the Toronto Stock Exchange ("TSX") has accepted the Company's notice of intention to commence a normal course issuer bid (the "NCIB") for the 12-month period commencing on March 3, 2025 and ending no later than March 2, 2026. The NCIB will be conducted through the facilities of the TSX and the New York Stock Exchange ("NYSE") or alternative Canadian and U.S. trading systems, if eligible.

The NCIB only relates to subordinate voting shares, of which GFL had 381,570,455 subordinate voting shares issued and outstanding as of February 18, 2025. Under the NCIB, a maximum of 28,046,256 subordinate voting shares (representing 10% of the public float (the "Public Float") determined in accordance with TSX requirements as at February 18, 2025) may be repurchased by GFL. All subordinate voting shares repurchased by GFL under the NCIB will be cancelled.

"On January 7, 2025, we announced the sale of our Environmental Services businesses which we expect to close effective March 1, 2025," said Patrick Dovigi, Founder and CEO of GFL. "We have allocated up to $2.25 billion of the net proceeds from the transaction to opportunistically repurchase our subordinate voting shares. We expect to use the majority of these proceeds to purchase shares held by our sponsor shareholders, with the balance to be used for open market purchases under our normal course issuer bid."

Purchases under the NCIB may be made by means of open market transactions, including through an automatic share purchase plan, privately negotiated transactions or such other means as a securities regulatory authority may permit. In accordance with TSX rules, any daily repurchases would be limited to a maximum of 64,492 subordinate voting shares, which represents 25% of the average daily trading volume on the TSX of 257,968 subordinate voting shares for the period from August 1, 2024 to January 31, 2025. The TSX rules also allow the Company to purchase, once a week, a block of subordinate voting shares not owned by any insiders, which may exceed such daily limit. The specific method, timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations.

Pursuant to exemptive relief granted by the Ontario Securities Commission ("OSC") to the Company on February 26, 2025, GFL is allowed to purchase up to 10% of its Public Float through the facilities of the NYSE and other U.S.-based trading systems as part of any NCIB implemented in the 36 months following the date of the decision, and will therefore not be limited on such trading platforms to purchasing 5% of its outstanding subordinate voting shares at the beginning of any 12-month period as Canadian securities laws would otherwise provide. A copy of the decision from the OSC has been filed under GFL's SEDAR+ profile at www.sedarplus.ca.

Subject to receiving exemptive relief from applicable securities regulatory authorities, GFL may also acquire subordinate voting shares through privately negotiated transactions. GFL expects that any private purchase made under an exemption order issued by a securities regulatory authority would be at a discount to the prevailing market price.

Under GFL's NCIB for the 12-month period that began on May 12, 2023 and ended on May 11, 2024, GFL was authorized to repurchase up to 17,867,120 subordinate voting shares, or 5% of its then issued and outstanding subordinate voting shares. No subordinate voting shares were repurchased thereunder.

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