GFL Environmental Inc.*, a corporation incorporated in Ontario, Canada (the “Company”).

GFL/New York Stock Exchange (“NYSE”).

GFL/Toronto Stock Exchange

GFLU/NYSE.

March 3, 2020.

March 5, 2020.

Subordinate Voting Shares Offering

Subordinate voting shares of the Company (“Subordinate Voting Shares”).

73,361,842 shares (or 84,611,842 shares if the underwriters of the Subordinate Voting Shares Offering exercise their option to purchase additional Subordinate Voting Shares in full).

1,638,158 shares.

$19.00 (or C$25.33) per share.

$0.6175 per share.

The net proceeds from the Company’s sale of Subordinate Voting Shares in the Subordinate Voting Shares Offering, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by the Company, will be approximately $1,336.3 million (or C$1,781.7 million) (or approximately $1,543.1 million (or C$2,057.4 million) if the underwriters of the Subordinate Voting Shares Offering exercise their option to purchase additional Subordinate Voting Shares in full). The Company will not receive any proceeds from the sale of the Subordinate Voting Shares in the Subordinate Voting Shares Offering by the selling shareholder.

J.P. Morgan Securities LLC

BMO Nesbitt Burns Inc.

Goldman Sachs & Co. LLC

RBC Dominion Securities Inc.

Scotia Capital Inc.

Barclays Capital Canada Inc.

BC Partners Securities LLC

Raymond James Ltd.

Stifel, Nicolaus & Company, Incorporated

TD Securities Inc.

BofA Securities, Inc.

CIBC World Markets Inc.

HSBC Securities (Canada) Inc.

National Bank Financial Inc.

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Units Offering

6.00% Tangible Equity Units (the “Units”).

15,500,000 Units (or 17,825,000 Units if the underwriters of the Units Offering exercise their option to purchase additional Units in full).

$50.00 (C$66.67) per Unit.

Each Unit is composed of two parts:

·      a prepaid stock purchase contract issued by the Company (a “Purchase Contract”); and

·      a senior amortizing note issued by the Company (an “Amortizing Note”), which has an initial principal amount of $8.5143 per Amortizing Note, bears interest at a rate of 4.00% per annum and has a final installment payment date of March 15, 2023.

The Company has determined that the fair market value of each Purchase Contract is $41.4857 and the fair market value of each Amortizing Note is $8.5143.

$50.00 divided by the then applicable Maximum Settlement Rate (as defined below) (the “Reference Price”), which is initially approximately equal to the Subordinate Voting Shares Public Offering Price per share in the Subordinate Voting Shares Offering described above.

$50.00 divided by the then applicable Minimum Settlement Rate (as defined below) (the “Threshold Appreciation Price”), which is initially approximately $22.80 (C$30.40) and represents a premium of approximately 20% over the Reference Price.

2.1930 Subordinate Voting Shares per Purchase Contract, subject to adjustment as described in the Units Preliminary Prospectus (the “Minimum Settlement Rate”).

2.6316 Subordinate Voting Shares per Purchase Contract, subject to adjustment as described in the Units Preliminary Prospectus (the “Maximum Settlement Rate”).

The following table illustrates the settlement rate per Purchase Contract and the value of Subordinate Voting Shares issuable upon settlement on the “mandatory settlement date” (as defined in the Units Preliminary Prospectus), determined using the “applicable market value” (as defined in the Units Preliminary Prospectus) shown, subject to adjustment as described in the Units Preliminary Prospectus:

At any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding March 15, 2023, a holder may settle any or all of its Purchase Contracts early, in which case the Company will deliver a number of Subordinate Voting Shares per Purchase Contract equal to: (i) if

such holder settles Purchase Contracts prior to 5:00 p.m., New York City time, on September 4, 2020, 95% of the Minimum Settlement Rate on the early settlement date, and (ii) if such holder settles Purchase Contracts commencing on September 4, 2020, the Minimum Settlement Rate on the early settlement date, subject in either case to adjustment as described in the Units Preliminary Prospectus.

The following table sets forth the “fundamental change early settlement rate” (as defined in the Units Preliminary Prospectus) per Purchase Contract for each share price and effective date set forth below:

The exact share price and effective date may not be set forth in the table above, in which case:

·      if the applicable share price is between two share prices in the table or the applicable effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by straight line interpolation between the fundamental change early settlement rates set forth for the higher and lower share prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable;

·      if the applicable share price is greater than $75.00 per share (subject to adjustment in the same manner and at the same time as the share prices set forth in the column headings of the table above), then the fundamental change early settlement rate will be the Minimum Settlement Rate; or

·      if the applicable share price is less than $10.00 per share (subject to adjustment in the same manner and at the same time as the share prices set forth in the column headings of the table above, the “Minimum Share Price”), the fundamental change early settlement rate will be determined as if the share price equaled the Minimum Share Price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two effective dates in the table.

The maximum number of Subordinate Voting Shares deliverable under a Purchase Contract is 2.6316, subject to adjustment in the same manner and at the same time as the fixed settlement rates as set forth under “Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates” in the Units Preliminary Prospectus.

The Company has the right to settle the Purchase Contracts on or after March 15, 2021, in whole but not in part, on a date fixed by the Company as described in the Units Preliminary Prospectus at the “early mandatory settlement rate,” which will be the Maximum Settlement Rate as of the “notice date” (as defined in the Units Preliminary Prospectus), unless the “closing price” (as defined in the Units Preliminary Prospectus) per Subordinate Voting Share for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the notice date in a period of 30 consecutive trading days ending on, and including, the trading day immediately preceding the notice date exceeds 130% of the Threshold Appreciation Price in effect on each such trading day, in which case the “early mandatory settlement rate” will be the Minimum Settlement Rate as of the notice date.

$8.5143 per Amortizing Note.

$131,971,650.00 (or C$175,957,800.95) in aggregate (or $151,767,397.50 (or C$202,351,471.09) in the aggregate if the underwriters of the Units Offering exercise their option to purchase additional Units in full).

Each March 15, June 15, September 15 and December 15, commencing on June 15, 2020, with a final installment payment date of March 15, 2023.

The Company will pay holders of each Amortizing Note equal quarterly cash installments of $0.7500 per Amortizing Note (except for the June 15, 2020 installment payment, which will be $0.8333 per Amortizing Note), which cash payment in the aggregate will be equivalent to 6.00% per annum with respect to each $50.00 Stated Amount of Units. Each installment will constitute a payment of interest (at a rate of 4.00% per annum) and a partial repayment of principal on the Amortizing Note, allocated as set forth in the following amortization schedule:

If the Company elects to settle the Purchase Contracts early, holders of Amortizing Notes (whether as components of Units or separate Amortizing Notes) will have the right to require the Company to repurchase some or all of their Amortizing Notes for

cash at a repurchase price per Amortizing Note equal to the principal amount of such Amortizing Note as of the “repurchase date” (as defined in the Units Preliminary Prospectus), plus accrued and unpaid interest on such principal amount from, and including, the immediately preceding Installment Payment Date to, but not including, the repurchase date, calculated at a rate of 4.00% per annum.

$1.6250 per Unit.

The net proceeds from the sale of Units in the Units Offering, after deducting the underwriting discounts and commissions and estimated offering expenses, will be approximately $749.8 million (or C$999.7 million) (or approximately $862.3 million (or C$1,149.7 million) if the underwriters of the Units Offering exercise their option to purchase additional Units in full).

J.P. Morgan Securities LLC
BMO Nesbitt Burns Inc.
Goldman Sachs & Co. LLC
RBC Dominion Securities Inc.
Scotia Capital Inc.

Barclays Capital Canada Inc.
BC Partners Securities LLC
Raymond James Ltd.
Stifel, Nicolaus & Company, Incorporated
TD Securities Inc.

BofA Securities, Inc.
CIBC World Markets Inc.
HSBC Securities (Canada) Inc.
National Bank Financial Inc.

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