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FINANCIAL HIGHLIGHTS (in thousands of dollars except per share amounts) Years ended November 30 (*August 31), OPERATING RESULTS 2014 2013 2012 2011 2010 IFRS *IFRS *IFRS *IFRS *CGAAP (15 months) (Restated) Sales $610,587 $483,485 $500,688 $466,809 $504,477 Earnings before income taxes $11,128 $7,307 $6,063 $4,231 $18,097 Net earnings $8,125 $5,279 $4,355 $3,003 $12,663 -per share $0.96 $0.62 $0.51 $0.35 $1.48 Cash flow (excluding non-cash working capital, Income tax paid and interest paid) $15,228 $9,681 $8,304 $7,078 $13,753 -per share $1.79 $1.14 $0.97 $0.83 $1.60 Shareholders’ equity $119,486 $117,138 $116,036 $113,904 $116,102 -per share $14.05 $13.77 $13.57 $13.29 $13.54 Share price at year-end $9.50 $9.06 $8.10 $9.85 $11.50 Dividend paid per share $0.65 $0.35 $0.20 $0.40 $0.90

TABLE OF CONTENTS

Message to the Shareholders ................................ 2

Management Discussion and Analysis .................. 3

Financial Statements and Notes ........................... 12

Directors and Officers .......................................... 20

Sales Offices and Distributions Centres .............. 21

HEAD OFFICE Toll-Free Canada: 1-800-361-6503 225 Goodfellow Street Tel.: 450-635-6511 Delson, Quebec Fax: 450-635-3729 J5B 1V5 info@goodfellowinc.com Canada www.goodfellowinc.com

13 $

3 $

4 $

5 $

$8

2010

2011

2012

2013

2014

NET EARNINGS (in million $)

11,50 $

9,85 $

8,10 $

9,06 $

9,50 $

2010

2011

2012

2013

2014

SHARE PRICE

2

PRESIDENT’S REPORT TO THE SHAREHOLDERS Third quarter results were mitigated. Sales are up 3.7% vs last year. We were successful with increased sales of treated wood and the introduction of new products like the pole enforcer, insulation with CertainTeed and the Zip system for building envelope. On the other hand a very soft construction market combined with low commodity prices caused us to fall short of our objectives. Sales slowed down significantly in August and this same situation continues in September. In this context, we are taking measures to contain cost and protect our profitability. Our order book for value added engineered products remains strong and we see some new strengths in the export market. These should support our results for the fourth quarter. We will continue to progress our agenda to improve our business. We have outgrown our current location in Winnipeg and are relocating in new and more adequate facility. We are hence able to expand our offering and better serve our Manitoba customers. Earlier this quarter we announced the formation of a manufacturing joint venture with Groupe Lebel Cambium (Groupe Lebel Inc. and Lebel Cambium Inc.) for the production of Treated Wood. As part of this agreement Goodfellow becomes the sole distributor for treated products. The combination of our capabilities will allow us to offer a much better product assortment and market coverage that will greatly benefit our customers. This initiative follows the partnership with Maibec communicated in Q2 for the wood siding business. These steps are all aiming at repositioning Goodfellow to leverage its strengths. We continue to look for opportunities to grow Goodfellow. We are very busy with perhaps the largest project undertaken by Goodfellow. We continue to work on the deployment of the new ERP system. With the go live date approaching fast - December - the intensity is building up. We have now dozens of our talented employees working diligently on the configuration and testing of the system. I am greatly encouraged by the very positive feedback we are getting from these employees. The service level improvements we are anticipating as well as the productivity improvements are all validated by the team already. All our employees are looking forward to the great potential project Hyperion will deliver for us and for our customers. We continue to pursue vigorously opportunities to improve the results of our business and achieve our growth plan. Market conditions have not proven easy recently but we have a very capable team at work to overcome these obstacles. I would like to take this opportunity to thank all Goodfellow employees for their efforts and support.

Denis Fraser President and CEO October 13, 2015

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MANAGEMENT’S DISCUSSION AND ANALYSIS

PROSPECTIVE FINANCIAL INFORMATION The following Management’s Discussion and Analysis (“MD&A”) and Goodfellow Inc. (hereafter the “Company”) consolidated financial statements were approved by the Audit Committee and the Board of Directors on October 13, 2015. The MD&A should be read in conjunction with the consolidated financial statements and the corresponding notes for the fifteen months ended November 30, 2014 and twelve months ended August 31, 2013. The MD&A provides a review of the significant developments and results of operations of the Company during the nine months ended August 31, 2015 and nine months ended August 31, 2014. The interim unaudited consolidated financial statements ended August 31, 2015 and August 31, 2014 are prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts in this MD&A are in Canadian dollars unless otherwise indicated. This MD&A contains implicit and/or explicit forecasts, as well as forward looking statements on the objectives, strategies, financial position, operating results and activities of Goodfellow Inc. These statements are forward looking to the extent that they are based on expectations relative to markets in which the Company exercises its activities and on various assessments and assumptions. These expectations seemed reasonable to us at the time this report was written and issued. Our actual results could however differ significantly from management’s expectations if recognized or unrecognized risks affect our results or if our assessments or assumptions are inaccurate. For these reasons, we cannot guarantee the results of these forward looking statements. The MD&A will give an insight into our past performance as well as the future strategies and key performance indicators as viewed by our management team at Goodfellow Inc. The Company disclaims any obligation to update or revise these forward-looking statements, except as required by applicable law. Additional information relating to Goodfellow Inc., including the Annual Information Form and the Annual Report can be found on SEDAR at www.sedar.com.

CHANGE OF YEAR-END DATE The Company announced last year a change of its fiscal year-end, from August 31 to November 30, taking effect for the fiscal year commencing September 1, 2013. The change in fiscal year-end better aligns with current Company business seasonality and is expected to reduce operational costs incurred during the busy summer season. The first nine months period from December 1, 2014 to August 31, 2015 will be compared to the same period ended August 31, 2014 representing the second, third and fourth quarter of Fiscal 2014.

NON-GAAP MEASURES Cash flow from operations (excluding non-cash working capital), cash flow per share and return on shareholders’ equity, operating income before depreciation of property, plant and equipment and amortization of intangible assets (also referred to as earnings before interest, taxes, depreciation and amortization [“EBITDA”]), are financial measures not prescribed by the International Financial Reporting Standards (“IFRS”) and are not likely to be comparable to similar measures presented by other issuers. Management considers it to be useful information to assist knowledgeable investors in evaluating the cash generating capabilities of the Company. Funded Debt includes bank indebtedness reduced by the amounts of cash and cash equivalents. Capitalization represents the sum of funded debt and shareholders’ equity. Reconciliation of EBITDA and operating income to net income (thousands of dollars)

For the three months ended For the nine months ended August 31 August 31 August 31 August 31

2015 2014 2015 2014$ $ $ $

Net income for the period 3,731 3,665 6,622 5,466 Provision for income taxes 1,524 1,497 2,705 2,233 Financial expenses 711 740 1,958 1,725 Operating income 5,966 5,902 11,285 9,424 Depreciation and amortization 758 777 2,235 2,186 EBITDA 6,724 6,679 13,520 11,610

BUSINESS OVERVIEW Goodfellow Inc. is one of Eastern Canada’s largest independent remanufacturers and distributors of lumber products and hardwood flooring products. The company carries on the business of wholesale distribution of wood products and remanufacturing, distribution and brokerage of lumber. The Company sells to over 7000 customers who represent three main sectors - retail trade, industrial, and manufacturing. The company operates 12 distribution centres, 8 processing plants in Canada, and 1 distribution centre in the USA. The Company’s strength lies in its experienced sales force, focusing on an exceptional product mix and offering outstanding customer service combined with an experienced product management team and its ability to take advantage of opportunistic purchasing. Our focus, which is key to our business model, remains on value-added products with a diversified array of product offerings servicing our customers with value-added services and building strong business relations with key suppliers.

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SELECTED ANNUAL INFORMATION (in thousands of dollars, except per share amounts)

COMPARISON FOR THE THREE MONTHS ENDED AUGUST 31, 2015 AND AUGUST 31, 2014 HIGHLIGHTS FOR THE THREE MONTHS ENDED AUGUST 31, 2015

Q3-2015

Q4-2014

Variance%

Consolidated sales 151,749 146,289 +3.7%Earnings before income taxes 5,255 5,162 +1.8%Net earnings 3,731 3,665 +1.8%Earnings per share Basic and Diluted 0.44 0.43 +2.3%Cash Flow from Operations (excluding non-cash

working capital item, income tax paid and interest paid) 6,505 6,506 SameEBITDA 6,724 6,679 +0.7%Average Bank indebtedness 73,447 72,694 +1.0%Inventory average 113,644 107,219 +6.0%

On August 19, 2015, the Company signed of a letter of intent to form a treated wood manufacturing Company. Goodfellow Inc. and Groupe Lebel Cambium will be jointly shareholders of that company which will consist of seven wood treating plants to better serve markets in Ontario, Quebec and the Atlantic Provinces. Groupe Lebel Cambium’s four (4) plants in Bancroft and Caledon, Ont. and those of Dégelis and St-Joseph, Qc will be combined with Goodfellow’s three plants in Delson, Qc, Elmsdale, N.S. and Deer Lake, N.L. to form a new business unit focused on operational excellence. The company becomes one of the largest producer of treated wood in Eastern Canada with an unrivaled geographic coverage. In conjunction with the creation of the new company, Goodfellow Inc. receives the exclusive mandate to market and distribute the entire production of the company. This transaction will enhance the strengths of both partners to better serve the pressure treated wood customers throughout Eastern Canada. This transaction is expected to close on December 1, 2015 and is subject to customary closing conditions. Sales in Canada during the third quarter of fiscal 2015 increased by 2% compared to the same period a year ago due to the strong demand in Atlantic and Western Canada. Total monthly average new housing starts in Canada increased 2.7% to 204,200 units on average (Source: CMHC) for the three months ended August 31, 2015 compared to 198,800 units in the comparable three months a year ago. Market prices of panel products during the third quarter traded at lower levels compared to the same period a year ago. As such, the Random Lengths Structural Panel Composite Price Index average during the three months ended August 31, 2015 decreased 9% compared to the corresponding period last year. Quebec sales increased 1% compared to last year due to the reduced housing starts affecting retailer’s demand for many of our product groups. Pressure treated sales remained higher compared to last year. Sales in Ontario decreased 8% due to timing of our annual liquidation sale (historically in August) which was moved to September this year. Atlantic region sales increased 11% due mainly to the pressure treated wood distribution agreement from major retailers. Western Canada sales increased 11% mainly due to the opening of our Saskatoon branch and the strong demand for building material.

2014(15 months)

2013 (12 months)

Restated

2012(12 months)

Consolidated sales $610,587 $483,485 $500,688Earnings before income taxes $11,128 $7,307 $6,063Net earnings $8,125 $5,279 $4,355 Total Assets $195,847 $187,186 $188,288Total Long-Term Debt $692 $112 -Cash Dividends $5,529 $2,977 $1,708Redemption of shares - $14 $515 PER COMMON SHARE Earnings per share Basic and Diluted $0.96 $0.62 $0.51 Cash Flow from Operations (excluding non-cash working capital item, income tax paid and interest paid) $1.79 $1.14 $0.97Shareholders’ Equity $14.05 $13.77 $13.57Share Price $9.50 $9.06 $8.10Cash Dividends $0.65 $0.35 $0.20

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13%

15%

12%

24%

36%

US and Exports

Atlantic

Western Canada

Ontario

Quebec

Geographical Distribution of Sales for the Third Quarter ended August 31, 2015

Sales in the United States for the third quarter ended August 31, 2015 increased 12% on a Canadian dollar basis compared to the same period last year due foreign exchange. On a non-converted basis, US denominated sales decreased 5% compared to last year. The North Eastern states housing market continued to improve based on strong economic conditions during the third quarter and according to the US Census Bureau. New housing starts increased 44% during the three months ended August 31, 2015 compared to the comparative quarter a year ago. The average USD/CAD exchange rate for the third quarter of fiscal 2015 increased 18.1 % (1.2793 vs 1.0832 last year). Finally, Export sales increased 15% during the third quarter of fiscal 2015 compared to the same period a year ago mainly due to the foreign exchange conversion both in USD and GBP, increasing demand for value added products in Asia and Europe mitigated by a decrease (in nominal values) in the United Kingdom region.

49%

11%

19%

21%

Lumber

Building Material

Specialty & Commodity Panel

Flooring

Product Distribution of Sales for the Third Quarter ended August 31,2015

These previously discussed factors impacted to various degrees our sales mix. Flooring and Specialty sales for the third quarter ended August 31, 2015 decreased 7% compared to the corresponding period last year. The flooring sales results were impacted by slower demand from our retailer’s customers group, postponement of our annual liquidation sales in Ontario and the foreign exchange pressure on prices. Specialty and Commodity Panel sales for the third quarter decreased 16% compared to the corresponding period last year. Demand for panel products was impacted by decreasing market prices for structural plywood compared to the corresponding period last year. Building Materials sales for the third quarter of fiscal 2015 increased 2% compared to the corresponding period last year. Building Material sales were impacted by the increased demand for composite decking and insulation panel compared to the three months ended August 31, 2014. Finally, Lumber sales for the third quarter of fiscal 2015 grew 13% compared to the corresponding period last year. Lumber sales were strong due to the growth in pressure treated wood business and engineered wood beams. Cost of Goods Sold Cost of goods sold for the third quarter of fiscal 2015 was $122.8 million compared to $119.2 million for the corresponding period a year ago. Cost of purchased goods increased 4.4% compared to the corresponding period last year reflecting the increased sales activities and foreign exchange impact on our goods imported from Asia and the United States during the third quarter. Total freight and logistics cost decreased 10.0% compared to the same period a year ago. As a percentage of sales, total freight costs decreased 1.0% compared to the corresponding period last year. Average gas and diesel purchased prices during the third quarter decreased approximately 16% compared to the three months ended August 31, 2014. Gross profits increased 6.9% during the third quarter ended August 31, 2015 compared to the corresponding period last year while gross margins increased from 18.5% to 19.1% due to improved pricing discipline in most product lines and positive impact on margin for export sales. Selling, Administrative and General Expenses Selling, Administrative and General Expenses for the third quarter ended August 31, 2015 was $23.0 million compared to $21.2 million for the corresponding period last year. Selling, Administrative and General Expenses increased 8.5% compared to the corresponding quarter last year due to the increased production of value-added products and increased variable compensation expenses linked with the improved sales performance. Net Financial Cost Net financial costs for the third quarter of fiscal 2015 were $0.7 million (same as last year). The Canadian prime rate decreased to 2.70% on July 17, 2015 compared to 3.00% a year ago. The average US prime rate remained unchanged compared to last year at 3.25% for the third quarter. Average bank indebtedness during the third quarter of fiscal 2015 was $73.4 million compared to $72.7 million for the corresponding period last year. Average inventory during the third quarter of fiscal 2015 was $113.6 million compared to $107.2 million for the same period last year.

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COMPARISON FOR THE NINE MONTHS ENDED AUGUST 31, 2015 AND AUGUST 31, 2014

HIGHLIGHTS FOR THE NINE MONTHS ENDED AUGUST 31, 2015

Q3-2015

Q4-2014

Variance%

Consolidated sales 403,821 375,679 +7.5%Earnings before income taxes 9,327 7,699 +21.1%Net earnings 6,622 5,466 +21.1%Earnings per share Basic and Diluted 0.78 0.64 +21.9%Cash Flow from Operations (excluding non-cash

working capital item, income tax paid and interest paid) 12,978 10,287 +26.2%EBITDA 13,520 11,610 +16.5%Average Bank indebtedness 69,861 58,447 +19.5%Inventory average 114,741 101,062 +13.5%

Sales in Canada during the first nine months of fiscal 2015 increased 6% compared to the same period a year ago mainly due to increased market share in Western Canada and Atlantic provinces and increased Pressure Treated wood sales with retailer’s customers group. Total monthly average new housing starts in Canada decreased 1% to 188,100 units on average (Source: CMHC) for the nine months ended August 31, 2015 compared to 189,200 units in the comparable nine months a year ago. Market prices of panel products during the first nine months traded at lower prices compared to the same period a year ago. As such, the Random Lengths Structural Panel Composite Price Index average during the first nine months ended August 31, 2015 decreased 1% compared to the corresponding period last year. Quebec sales increased 7% compared to last year due to the pressure treated wood contract with one of our major retailer’s group and improved sales for engineered wood products. Sales in Ontario decreased 1% impacted by the postponement of our annual liquidation sales historically in August which was moved to September this year. Aside from this change, demand value-added lumber and engineered wood products remained strong. Atlantic region sales increased 5% due mainly to the increased demand for pressure treated wood and value-added lumber during the first nine months of Fiscal 2015. Sales in Western Canada increased 18% impacted by the strong demand for composite decking and value-added lumber products combined with thee increased geographical coverage in Saskatchewan during the first nine months of fiscal 2015.

12%

15%

12%

25%

36%

US and Exports

Atlantic

Western Canada

Ontario

Quebec

Geographical Distribution of Sales for the First Nine Months ended August 31, 2015

Sales in the United States for the first nine months ended August 31, 2015 increased 18% on a Canadian dollar basis compared to the same period last year due to the increased foreign exchange conversion factor and increased demand for flooring and hardwood lumber product lines. On a non-converted basis, US denominated sales increased 3% compared to last year. The North Eastern states housing market during the first nine months of fiscal 2015 improved during the third quarter and according to the US Census Bureau, new housing starts increased 24% compared to the comparative period a year ago. The average USD/CAD exchange rate for the first nine months of fiscal 2015 increased 14 % (1.2407 vs 1.0903 last year). Finally, Export sales increased 10% during the first nine months of fiscal 2015 compared to the same period a year ago mainly due to increasing demand for value added products in Asia and Europe mitigated by a decrease in the United Kingdom region.

47%

11%

21%

21%

Lumber

Building Material

Specialty & Commodity Panel

Flooring

Product Distribution of Sales for the First Nine Months ended August 31, 2015

These previously discussed factors impacted to various degrees our sales mix. Flooring and Specialty sales for the first nine months ended August 31, 2015 decreased 5% compared to the corresponding period last year. The flooring sales results were impacted by lower housing starts in Canada affecting demand from our retailer’s customers group and the foreign exchange pressure on prices. Specialty and Commodity Panel sales for the

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first nine months decreased 1% compared to the corresponding period last year. Demand for panel products was impacted by decreasing market prices for structural plywood compared to the corresponding period last year. Building Materials sales for the first nine months of fiscal 2015 increased 1% compared to the corresponding period last year. Building Material sales were impacted by the foreign exchange pressure on prices during the first nine months but were mitigated by the strong demand for composite decking products in Western Canada. Finally, Lumber sales for the first nine months of fiscal 2015 grew 15% compared to the corresponding period last year. Lumber sales were strong due to the growth in the Treated Wood business, Pine and Engineered Wood products. Cost of Goods Sold Cost of goods sold for the first nine months of fiscal 2015 was $327.2 million compared to $305.2 million for the corresponding period a year ago. Cost of purchased goods increased 8.3% compared to the corresponding period last year reflecting the increased sales activities and foreign exchange impact on our goods imported from Asia and the United States during the first nine months of Fiscal 2015. Total freight and logistics cost decreased 3.4% compared to the same period a year ago. As a percentage of sales, total freight costs decreased 0.8% compared to last year. Average gas and diesel purchased prices during the first nine months decreased approximately 15% compared to the nine months ended August 31, 2014. Gross profits increased 8.6% during the first nine months ended August 31, 2015 compared to the corresponding period last year while gross margins increased from 18.8% to 19.0%. Selling, Administrative and General Expenses Selling, Administrative and General Expenses for the first nine months ended August 31, 2015 was $65.3 million compared to $61.1 million for the corresponding period last year. Selling, Administrative and General Expenses increased 6.9% compared to the corresponding period last year due to increased production output of value-added products, increased selling expenses related to the improved sales performance and increased administration expenses linked with the Saskatoon branch opening. Net Financial Cost Net financial costs for the first nine months of fiscal 2015 were $2.0 million ($1.7 million a year ago). The Canadian prime rate decreased to 2.70% on July 17, 2015 compared to 3.00% for the same period a year ago. The average US prime rate remained unchanged compared to last year at 3.25% for the first nine months. Average bank indebtedness during the first nine months of fiscal 2015 was $69.9 million compared to $58.4 million for the corresponding period last year. Average inventory during the first nine months of fiscal 2015 was $114.7 million compared to $101.1 million for the same period last year.

SUMMARY OF THE LAST EIGHT MOST RECENTLY COMPLETED QUARTERS (In thousands of dollars, except earnings per share)

Nov-2014 Feb-2015 May-2015 Aug-2015

Sales $124,542 $98,097 $153,975 $151,749

Net Earnings $1,493 $(357) $3,248 $3,731 Earnings per share Basic and Diluted $0.18 $(0.04) $0.38 $0.44

Nov-2013 Feb-2014 May-2014 Aug-2014

Sales $110,366 $95,355 $134,035 $146,289

Net Earnings $1,166 $(277) $2,078 $3,665 Earnings per share Basic and Diluted $0.14 $(0.04) $0.25 $0.43

STATEMENT OF FINANCIAL POSITION Total Assets Total assets at August 31, 2015 closed at $231.1 million compared to $217.7 million. Cash and cash equivalents at August 31, 2015 closed at $1.3 million ($0.4 million at August 31, 2014). Trade and other receivables at August 31, 2015 was $74.2 million compared to $76.6 million at August 31, 2014 reflecting the lower sales volume during the latter part of third quarter. Inventories at August 31, 2015 was $108.3 million compared to $98.1 million at August 31, 2014 reflecting the increased commitment toward value-added lumber products which requires longer processing time. Prepaid expenses at August 31, 2015 was $8.2 million compared to $3.8 million at August 31, 2014. Defined benefit plan assets was $1.8 million at August 31, 2015 compared to $1.5 million a year ago.

Property, Plant and equipment Property, plant and equipment at August 31, 2015 was $37.4 million compared to $37.3 million at August 31, 2014. Capital expenditures during the nine months of fiscal 2015 amounted to $2.6 million ($4.3 million for the nine months ended August 31, 2014). Property, plant and equipment capitalized during the first nine months ended August 31, 2015 included the implementation costs for our ERP project HYPERION, acquisition of production equipment in Campbellville, Ont., computers, and yard equipment. Proceeds on disposal of capital assets during the first nine months of fiscal 2015 amounted to $17 thousand ($nil for the corresponding period a year ago). Depreciation of Property, Plant and Equipment during the

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first nine months of fiscal 2015 was $2.2 million (same for the nine months ended August 31, 2014). Capital expenditures were financed from operational cash flows.

Total Liabilities Total liabilities at August 31, 2015 were $106.3 million ($97.3 million last year). Bank indebtedness was $59.4 million compared to $60.4 million on August 31, 2014. Trade and other payables at August 31, 2015 was $39.2 million compared to $29.8 million on August 31, 2014. Trade and other payables reflect higher trade payable levels linked with a tighter cash management procedure implemented during the third quarter and higher volume rebates provision. Provision at August 31, 2015 was $1.5 million ($1.5 million at August 31, 2014). Long term debt at August 31, 2015 was $75 thousand ($0.9 million on August 31, 2014). Long term debt reduction reflects the repayment of the promissory note denominated in US dollar. Long term debt is now composed of an outstanding $0.1 million governmental funding contribution for our Deer Lake plant in the form of a non-interest bearing long term debt repayable over 3 years and coming to maturity in February 2017. Deferred income taxes at August 31, 2015 closed at $2.5 million ($2.4 million on August 31, 2014). Defined benefit plan obligations was $1.7 million at August 31, 2015 compared to $0.8 million at August 31, 2014. Shareholders’ Equity Total Shareholders’ Equity at August 31, 2015 increased to $124.8 million from $120.4 million last year. The Company generated a return on equity of 7.1 % during the first nine months of fiscal 2015 compared to 6.1% for the nine months ended August 31, 2014. Market share price closed at $9.48 per share on August 31, 2015 ($9.57 on August 31, 2014). Share book value at August 31, 2015 was $14.67 per share ($14.15 on August 31, 2014). Share capital closed at $9.2 million (same as last year). Eligible dividend payments during the first nine months of fiscal 2015 amounted to $1.3 million or $0.15 per share compared to $1.7 million or $0.20 per share paid in the corresponding period last year.

LIQUIDITY AND CAPITAL RESOURCES Financing The Company has renewed its credit agreement with two chartered Canadian banks. The credit agreement has a maximum revolving operating facility of $100 million renewable after three years in May 2018. The credit agreement also include a $25 million accordion feature available on demand. At August 31, 2015, the Company was using $54.0 million of its facility compared to $56.0 million on August 31, 2014. The loans are secured by a first ranking security on the universality of the movable property of the Company. At August 31, 2015, all covenant ratios were respected. The Company’s business follows a seasonal pattern with sales activities traditionally higher in the second and third quarter. As a result, cash flow requirements are generally higher during these periods. The current facility is considered by management to be adequate to support our current forecasted cash flow requirements. Source of funding and access to capital is disclosed in details under LIQUIDITY AND RISK MANAGEMENT IN THE CURRENT ECONOMIC CONDITIONS. Cash Flow Cash flow from operating activities for the first nine months of fiscal 2015 decreased $(11.2) million compared to $(24.4) million for the same period last year. Financing activities during the first nine months of fiscal 2015 increased $13.4 million compared to $33.1 million for the nine months ended August 31, 2014. Financing activities reflects a tighter cash management procedure implemented during the second and third quarter and the reimbursement of our US long term debt of $0.8 million in May 2015. Financing activities also include the eligible dividend payments totaling $1.3 million or $0.15 per share during the first nine months of fiscal 2015 compared to $1.7 million or $0.20 per share paid in the corresponding period last year. Investing activities during the first nine months of fiscal 2015 were $2.6 million ($4.3 million for the corresponding period a year ago) (See Property, plant and equipment for more details). The Company’s objectives remain substantially unchanged from those included in the Company’s Annual MD&A contained in its 2014 Annual Report. For the nine months ended August 31, 2015, the Company achieved the following results regarding its capital management objectives:

As at As at

Capital management August 31,

2015 August 31,

2014 Debt-to-capitalization ratio 30.4% 32.3% Return on shareholders’ equity 7.1% 6.1% Current ratio 1.9 1.9 Debt service coverage 2.1 1.6

For the Company, Debt-to-capitalization ratio represents the funded debt over total shareholders’ equity while debt service coverage includes Net earnings plus amortization/depreciation and interest expense divided by principal repayment, interest payments and lease payments.

LIQUIDITY AND RISK MANAGEMENT IN THE CURRENT ECONOMIC CONDITIONS The risk and uncertainty factors affecting the Company in the future remain substantially unchanged from those included in the Company’s Annual MD&A contained in its 2014 Annual report. For further information, the principal risk factors to which the Company is exposed are described in

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the Management’s Discussion and Analysis contained in its 2014 Annual Report as well as in the 2014 Annual Information Form available on SEDAR (www.sedar.com). Only those factors with variability components are described below: Cost Structure, Working Capital Requirements and Debt Service Furthermore, the Company benefits from a strong balance sheet and a healthy financial position:

1. At August 31, 2015, its total debt to capitalization ratio stood at 30.4% compared to 32.3% on August 31, 2014. 2. The $100 million revolving credit facility was renewed for an additional three years to May 2018.

COMMITMENTS AND CONTINGENCIES As at August 31, 2015, the minimum future rentals payable under long-term operating leases, for offices, warehouses, vehicles, yards and equipment, did not materially change and are as follows:

Contractual obligations Payments due by Period (in thousands of dollars) Total Less than

1 year 1 – 3 Years

4 –5 Years

After 5 years

Operating Leases 17,611 4,591 6,034 3,001 3,985 Purchase obligations 159 159 - - - Total Contractual Obligations 17,770 4,750 6,034 3,001 3,985

RISKS AND UNCERTAINTIES The risks and uncertainty factors affecting the Company in the future remains substantially unchanged from those included in the Company’s Annual MD&A contained in its 2014 Annual report. Only those factors with variability components are described below:

Dependence on Major Customers The Company does not have long term contracts with any of its customers. Distribution agreements are usually awarded annually and can be revoked. Only one major customers exceed 10% of total company sales threshold in 2015 and two customers in 2014. Total sales consisting primarily of various wood products for this customer represent approximately $62.3 million or 15.4% of total sales during the nine months ended August 31, 2015 compared to $76.2 million or 20.3% for the corresponding period last year. The loss of any major customer could have a material effect on the Company’s results, operations and financial positions.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS The Financial instruments and other instruments remains substantially unchanged from those included in the Company’s Annual MD&A contained in its 2014 Annual report. Only those factors with variability components are described below: The following are the contractual maturities of financial liabilities as at August 31, 2015: (in thousands of dollars)

Financial Liabilities

Carrying Amount

Contractual cash flows

0 to 6 6 to 36 Months Months

Bank indebtedness 59,440 59,440 59,440 - Trade and other payable 39,225 39,225 39,225 - Long term debt 75 75 25 50

Total Financial Liabilities 98,740 98,740 98,690 50

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Currency Risk As at August 31, 2015, the Company had the following currency exposure on; Financial assets and liabilities measured at amortized costs (in thousands of dollars)

USD GBP Euro

Cash and cash equivalents 1,047 365 80

Trade and other receivables 9,790 369 -

Trade and other payables (3,402) (61) (193)

Net exposure 7,435 673 (113)

CAD exchange rate as at August 31, 2015 1,3157 2,0189 1,4763

Impact on Net Earnings based on a fluctuation of 5% on CAD 347 48 (6)

Credit Risk The Company is exposed to credit risks from customers. As a result of having a diversified customer mix, this risk is alleviated by minimizing the amount of exposure the Company has to any one customer. Additionally, the Company has a system of credit management to mitigate the risk of losses due to insolvency or bankruptcy of its customers. It also utilizes credit insurance for foreign accounts to reduce the potential for credit losses in foreign countries. Finally, the Company has adopted a credit policy that defines the credit conditions to be met by its customers and specific credit limit for each customer is established and regularly revised. Accounts receivable over 60 days past their due date and not impaired represents 3.5% (1.8% on August 31, 2014) of total trade and other receivables at August 31, 2015. Based on historical payment behaviour and current credit information and experience available, the Company believes that, apart from the above, no impairment allowance is necessary in respect of trade receivables not past due or past due. The Company does not have long term contracts with any of its customers. Distribution agreements are usually awarded annually and can be revoked. Only one major customers exceed the 10% of total company sales threshold in 2015 and two customers in 2014. Total sales consisting primarily of various wood products for this customer represent approximately $62.3 million or 15.4% of total sales during the nine months ended August 31, 2015 compared to $76.2 million or 20.3% for the corresponding period last year. The loss of any major customer could have a material effect on the Company’s results, operations and financial position. The carrying amounts of financial assets represent the maximum credit exposure.

RELATED PARTY TRANSACTIONS The Related Party Transactions remains substantially unchanged from those included in the Company’s Annual MD&A contained in its 2014 Annual report.

CRITICAL ACCOUNTING ESTIMATES

The critical accounting estimates remain substantially unchanged from those included in the Company’s Annual MD&A contained in its 2014 Annual report.

SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 3 to the consolidated financial statements for the year ended November 30, 2014.

CHANGES IN ACCOUNTING POLICIES The changes in accounting policies remain substantially unchanged from those included in its 2014 Annual report.

DISCLOSURE OF OUTSTANDING SHARE DATA At August 31, 2015, there were 8,506,554 common shares issued (same last year). The Company has authorized an unlimited number of common shares to be issued, without par value. At October 13, 2015, there were 8,506,554 common shares outstanding.

SUBSEQUENT EVENT No subsequent events to report.

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OUTLOOK During the balance of Fiscal 2015 and beyond, Management will focus on modernizing its operations, growing the top line profitably and review its service offering in order to improve its position as market leader. Management is committed to maintain its focus on distribution networks, weed out the non-profitable activities while growing its market share by introducing and researching new products. Acquisition opportunities are being reviewed in our core business. As such, the creation of a wood treating manufacturing Company co-owned by Goodfellow and Groupe Lebel Cambium is scheduled to close on December 1, 2015. On the modernizing front, the implementation plan for our new ERP system (Hyperion project) is underway. The full deployment is scheduled to go live on December 1, 2015. According to CMHC the housing starts are expected to decline by 4.1% in 2015 ranging between 166,540 and 188,580. Home sales are forecast to remain close to 2014 levels while resale price are forecast to increase moderately. (Source: CMHC Q2-2015). These conditions should have a positive impact on renovation spending. The Company’s strong balance sheet and low debt leverage enables us to take advantage of purchasing or investing opportunities in the future. In the United States, the housing market remains strong and opportunities are being explored. The exchange rate favorable to export activities is an opportunity for growth south of the Border. CERTIFICATION

Disclosure Controls and Procedures The Company’s management is responsible for establishing and maintaining appropriate control systems, procedures and information systems, thereby ensuring that the information it discloses is reliable and complete. The Company applies financial information disclosure rules and takes the necessary actions to comply with new accounting standards once they come into force. The Company also applies the standards set by the capital markets regulatory authorities. The Chief Executive Officer and the Chief Financial Officer together with Management, after evaluating the effectiveness of the Company’s internal control systems, procedures and information systems as of August 31, 2015 concluded that the Company’s internal control systems, procedures and information systems were effective. The evaluation was performed in accordance with the Committee of Sponsoring Organizations of the Treadway Commission (COSO 1992) control framework adopted by the Company.

Internal Control over Financial Reporting The Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining appropriate internal controls over financial reporting (ICFR) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS, the Chief Executive Officer and the Chief Financial Officer together with Management, after evaluating the effectiveness of the Company’s internal control over financial reporting as of August 31, 2015 concluded that the Company’s internal control over financial reporting was effective. Delson, October 13, 2015

Denis Fraser Pierre Lemoine, CPA, CMA President and C.E.O. Vice President and C.F.O.

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NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102 “Continuous Disclosure Obligations”, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The Company’s independent auditors, KPMG LLP., has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor. The accompanying unaudited interim financial statements of the company have been prepared by and are the responsibility of the Company’s management. GOODFELLOW INC. Consolidated Statements of Comprehensive Income For the three months and nine months ended August 31, 2015 and 2014 (in thousands of dollars, except per share amounts)

(Unaudited)

For the three months

ended For the nine months

ended August 31

2015August 31

2014 August 31

2015August 31

2014

$ $ $ $

Sales 151,749 146,289 403,821 375,679

Expenses

Cost of goods sold (Note 4) 122,821 119,217 327,223 305,158 Selling, administrative and general expenses (Note 4) 22,962 21,170 65,313 61,097 Net financial costs 711 740 1,958 1,725

146,494 141,127 394,494 367,980

Earnings before income taxes 5,255 5,162 9,327 7,699

Income taxes 1,524 1,497 2,705 2,233

Net earnings, being comprehensive income 3,731 3,665 6,622 5,466

Earnings per share

Basic and diluted 0.44 0.43 0.78 0.64

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GOODFELLOW INC. Consolidated Statements of Financial Position (in thousands of dollars)

As at As at As at August 31 November 30 August 31 2015 2014 2014 (Unaudited) (Audited) (Unaudited)

$ $ $Assets Current Assets

Cash and cash equivalents 1,280 860 433 Trade and other receivables (Note 6) 74,215 60,591 76,559 Inventories 108,286 92,257 98,083 Prepaid expenses 8,176 3,271 3,774

Total Current Assets 191,957 156,979 178,849

Non-Current Assets

Property, plant and equipment 37,362 37,020 37,299 Defined benefit plan asset 1,824 1,848 1,520

Total Non-Current Assets 39,186 38,868 38,819 Total Assets 231,143 195,847 217,668

Liabilities

Current liabilities

Bank indebtedness (Note 5) 59,440 43,099 60,434 Trade and other payables (Note 11) 39,225 25,779 29,782 Income taxes payable 1,863 997 1,410 Provision 938 979 -Current portion of long term debt (Note 5) 50 229 218

Total Current Liabilities 101,516 71,083 91,844

Non-Current Liabilities

Provision 512 473 1,513 Long term debt (Note 5) 25 692 716 Deferred income taxes 2,535 2,535 2,393 Defined benefit plan obligation 1,723 1,578 834

Total Non-Current Liabilities 4,795 5,278 5,456 Total Liabilities 106,311 76,361 97,300

Shareholders’ equity

Share capital 9,152 9,152 9,152 Retained earnings 115,680 110,334 111,216

124,832 119,486 120,368 Total Liabilities and Shareholders’ Equity 231,143 195,847 217,668

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GOODFELLOW INC.

Consolidated Statements of Cash Flows

For the three months and nine months ended August 31, 2015 and 2014

(in thousands of dollars)

(Unaudited)

For the three months

ended For the nine months

ended August 31 August 31 August 31 August 31 2015 2014 2015 2014

$ $ $ $

Operating Activities Net Earnings 3,731 3,665 6,622 5,466 Adjustments for :

Depreciation 758 777 2,235 2,186 Accretion expense on environmental provision 10 12 (1) 35 Loss on disposal of property, plant and

equipment - - 16 -Income tax expense 1,524 1,497 2,705 2,233 Interest expense 424 499 1,231 1,126 Funding in deficit (excess) of pension plan expense 57 56 170 (759)

6,504 6,506 12,978 10,287

Changes in non-cash working capital items (Note 14) 4,814 12,350 (20,957) (32,123)Interest paid (623) (458) (1,388) (1,227)Income taxes paid (340) (445) (1,839) (1,361)

3,851 11,447 (24,184) (34,711)Net Cash Flows from Operating Activities 10,355 17,953 (11,206) (24,424)

Financing Activities

Increase (Decrease) in bank loans 7,000 (2,200) 5,500 2,000 (Decrease) Increase in banker’s acceptances (12,000) (9,000) 10,000 32,000 Long term debt (12) (51) (845) 784 Dividends paid (1,276) (1,701) (1,276) (1,701)

(6,288) (12,952) 13,379 33,083

Investing Activities Acquisition of property, plant and equipment (1,494) (270) (2,611) (4,341)Proceeds on disposal of property, plant and equipment - - 17 -

(1,494) (270) (2,594) (4,341)

Net cash inflow (outflow) 2,573 4,731 (421) 4,318 Cash position, beginning of period (6,733) (8,732) (3,739) (8,319)Cash position, end of period (4,160) (4,001) (4,160) (4,001)

Cash position is comprised of :

Cash and cash equivalents 1,280 433 1,280 433 Bank overdraft (Note 5) (5,440) (4,434) (5,440) (4,434)

(4,160) (4,001) (4,160) (4,001)

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GOODFELLOW INC. Consolidated Statements of Change in Shareholders’ Equity For the nine months ended August 31, 2015 and 2014 (in thousands of dollars) (Unaudited)

Share

CapitalRetainedEarnings

Total

$ $ $

Balance as at November 30, 2013 9,152 107,451 116,603

Net earnings - 5,466 5,466 Dividends - (1,701) (1,701)

Total Comprehensive income 9,152 111,216 120,368

Transactions with owners, recorded directly in shareholders’ equity - - -

Balance as at August 31, 2014 9,152 111,216 120,368

Balance as at November 30, 2014 (Audited) 9,152 110,334 119,486

Net earnings - 6,622 6,622 Dividends - (1,276) (1,276)

Total Comprehensive income 9,152 115,680 124,832

Transactions with owners, recorded directly in shareholders’ equity - - -

Balance as at August 31, 2015 9,152 115,680 124,832

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three-month and nine-month periods ended August 31, 2015 and 2014 (tabular amounts are in thousands of dollars, except per share amounts)

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1. Status and nature of activities Goodfellow Inc. (hereafter the “Company”), incorporated under the Canada Business Corporations Act, carries on various business activities related to remanufacturing and distribution of lumber and wood products. The Company’s head office and primary place of business is located at 225 Goodfellow Street in Delson, Quebec, Canada, J5B 1V5. The condensed interim consolidated financial statements of the Company as at and for the nine months ended August 31, 2015 and August 31, 2014 includes the accounts of the Company and its wholly-owned subsidiary. The Company decided to change its fiscal year-end, from August 31 to November 30, taking effect for the fiscal year commencing September 1, 2013. The change in fiscal year-end better aligns with current Company business seasonality and is expected to reduce operational costs incurred during the busy summer season.

2. Basis of preparation

These interim consolidated financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”). These interim consolidated financial statements should be read in conjunction with the audited consolidated statements for the year ended November 30, 2014, as set out in the 2014 annual report. The financial statements were authorized for issue by the Board of Directors on October 13, 2015. These financial statements are available on the SEDAR website at www.sedar.com and on the Company’s website at www.goodfellowinc.com.

3. Significant Accounting Policies

The Company’s significant accounting policies are described in Note 3 contained in its 2014 Annual Report.

IFRS Standard Issued, But Not Yet Effective

i) IFRS 15, Revenue from Contracts with Customers On May 28, 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers. IFRS 15 will replace IAS 18, Revenue, among other standards. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. The new standard is effective for annual periods beginning on or after January 1, 2017, with earlier adoption permitted. The Company has not yet assessed the impact of adoption of IFRS 15, and does not intend to early adopt IFRS 15 in its consolidated financial statements. ii) IFRS 9, Financial Instruments IFRS 9, Financial Instruments, was issued in November 2009. It addresses classification and measurement of financial assets and liabilities. In November 2013, the International Accounting Standards Board (IASB) issued a new general hedge accounting standard, which forms part of IFRS 9, Financial Instruments (2013). On July 24, 2014, the IASB issued the final version of IFRS 9, bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39, Financial Instruments: Recognition and Measurement. The final version of IFRS 9 supersedes all previous versions of IFRS 9 and is effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted. The Company has not yet assessed the impact of adoption of IFRS 9, and does not intend to early adopt IFRS 9 in its consolidated financial statements.

4. Additional information on comprehensive income

For the three months ended For the nine months ended August 31 August 31 August 31 August 31 2015 2014 2015 2014

$ $ $ $Employee benefits expense 15,020 13,611 43,415 40,129 Write-down of inventories included in cost of goods sold (42) 114 (41) 67 Depreciation included in cost of goods sold 321 340 938 906 Depreciation included in selling, administrative and general expenses 437 437 1,297 1,280 Expense related to minimum operating lease payments

recognized in net earnings 1,179 1,236 3,686 3,587 Foreign exchange (gains) (104) 91 (465) 218

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three-month and nine-month periods ended August 31, 2015 and 2014 (tabular amounts are in thousands of dollars, except per share amounts)

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5. Bank Indebtedness and Long-Term Debt

August 31 Nov 30 August 31 2015 2014 2014

$ $ $Bank Loans 9,000 3,500 5,000 Banker’s Acceptances 45,000 35,000 51,000 Bank overdraft 5,440 4,599 4,434 59,440 43,099 60,434

The Company has renewed its credit agreement with two chartered Canadian banks. The credit agreement has a maximum revolving operating facility of $100 million renewable after three years in May 2018. The credit agreement also include a $25 million accordion feature available on demand. Funds advanced under these credit facilities bear interest at the prime rate plus a premium and are secured by first ranking security on the universality of the movable property of the Company. As at August 31, 2015, the Company is in compliance with all covenants. Long term debt is composed of an outstanding amount of $0.1 million governmental funding contribution for our Deer Lake plant in the form of a non-interest bearing long term debt repayable over 3 years and coming to maturity in February 2017. The unsecured promissory note outstanding of $0.8 million US was repaid in May 2015.

6. Trade and other receivables

August 31 Nov 30 August 31 2015 2014 2014

$ $ $Trade receivables 73,947 60,273 76,372 Allowance for doubtful accounts (237) (261) (402)

73,710 60,012 75,970

Other receivables 505 579 589 74,215 60,591 76,559

7. Share Capital

a) Authorized An unlimited number of common shares, without par value

August 31 2015

Nov 30 2014

August 31 2014

Number of shares outstanding at the end of the year 8,506,554 8,506,554 8,506,554

b) Earnings per share

For the three months ended For the nine months ended August 31 August 31 August 31 August 31 2015 2014 2015 2014

$ $ $ $ Basic and diluted 0.44 0.43 0.78 0.64

8. Seasonal Pattern

The Company’s business follows a seasonal pattern, with merchandise sales traditionally higher in the second and third quarter as compared to the other quarterly periods. As a result, a higher share of total earnings is typically earned in the second and third quarter. This business seasonality results in performance, for the nine months ended August 31, 2015 which is not necessarily indicative of performance for the balance of the year.

9. Post-employment benefits

Employee future benefits expenses relating to the company’s defined benefit plans for the nine months ended August 31, 2015 were $169,875 compared to $170,775 for the nine months ended August 31, 2014.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three-month and nine-month periods ended August 31, 2015 and 2014 (tabular amounts are in thousands of dollars, except per share amounts)

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10. Economic Dependence Only one major customer exceeds the 10% of total company sales threshold in 2015 and two customers in 2014. Total sales consisting primarily of various wood products for this customer represent approximately $62.3 million or 15.4% of total sales during the nine months ended August 31, 2015 compared to $76.2 million or 20.3% for the corresponding period last year.

11. Trade and other payables

August 31 Nov 30 August 31 2015 2014 2014

$ $ $Trade payables and accruals 29,575 18,343 19,748 Payroll related liabilities 6,981 4,828 6,505 Sales taxes payables 2,669 2,608 3,529 39,225 25,779 29,782

12. Financial Instruments and Financial Risk Management

Financing and Liquidity Risk The Company makes use of short term financing with two chartered Canadian banks. The Company operates with negligible term debt at August 31, 2015. Should a significant decrease in cash and cash equivalents occur, the Company could make use of these facilities. The following are the contractual maturities of financial liabilities as at August 31, 2015:

Financial Liabilities

Carrying Amount

Contractual cash flows

0 to 6 6 to 36 Months Months

Bank indebtedness 59,440 59,440 59,440 - Trade and other payable 39,225 39,225 39,225 - Long term debt 75 75 25 50

Total Financial Liabilities 98,740 98,740 98,690 50

Currency Risk The Company could enter into forward exchange contracts to hedge certain trade payables and from time to time future purchase commitments denominated in U.S. dollars, Euros and Pound sterling. Certain valuation risks exist depending on the performance of the Canadian dollar compared to the U.S. dollar, Euro and the Pound sterling. The Company through diversification of its customer base and product offering, coupled with developments of its markets, reduces global risks related to certain business segments. During the nine months ended August 31, 2015, the Company did not use foreign exchange contracts. Consequently, as at August 31, 2015, there were no outstanding foreign exchange contracts. Fluctuation in the Canadian dollar of 5% in relation to foreign currencies would not have a material effect on the Company’s net earnings. As at August 31, 2015, the Company had the following currency exposure on; Financial assets and liabilities measured at amortized costs

USD GBP Euro

Cash and cash equivalents 1,047 365 80

Trade and other receivables 9,790 369 -

Trade and other payables (3,402) (61) (193)

Net exposure 7,435 673 (113)

CAD exchange rate as at August 31, 2015 1,3157 2,0189 1,4763

Impact on Net Earnings based on a fluctuation of 5% on CAD 347 48 (6)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three-month and nine-month periods ended August 31, 2015 and 2014 (tabular amounts are in thousands of dollars, except per share amounts)

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13. Commitments and Contingent liabilities Commitments As at August 31, 2015, the minimum future rentals payable under long-term operating leases, for offices, warehouses, vehicles, yards, and equipment are as follows:

$ Not later than 1 year 4,750 More than 1 year, but less than 5 years 9,035 Later than 5 years 3,985 17,770

Contingent liabilities The Company is party to claims which are being contested during the ordinary course of business and relate primarily to damaged goods, quality issues or transportation related issues. The amount of claims currently being contested and/or addressed is approximately $0.2 million. Management believes that the resolution of these claims will not have a material adverse effect on the Company’s financial position, earnings or cash flows.

14. Additional Cash Flow Information

Changes in Non-Cash Working Capital Items For the three months ended For the nine months ended August 31 August 31 August 31 August 31 2015 2014 2015 2014

$ $ $ $Trade and other receivables 24,493 9,821 (13,624) (24,014)Inventories (902) 4,070 (16,029) (9,439)Prepaid expenses (5,117) 1,200 (4,749) (1,123)Trade and other payables (13,660) (2,741) 13,445 2,453 4,814 12,350 (20,957) (32,123)

15. Capital Management

For the nine months ended August 31, 2015 and 2014, the Company achieved the following results regarding its capital management objectives:

As at As at

Capital management August 31,

2015 August 31,

2014 Debt-to-capitalization ratio 30.4% 32.3% Return on shareholders’ equity 7.1% 6.1% Current ratio 1.9 1.9 Debt service coverage 2.1 1.6

For the Company, Debt-to-capitalization ratio represents the funded debt over total shareholders’ equity while debt service coverage includes net earnings plus amortization/depreciation and interest expense divided by principal repayment, interest payments and lease payments.

16. Comparative information

Certain prior period information has been reclassified to conform with the current period presentation.

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BOARD OF DIRECTORS Claude Garcia */** G. Douglas Goodfellow ** Stephen A. Jarislowsky */** Chairman of the Board Secretary of the Board Director Goodfellow Inc. Partner, Jarislowsky Fraser & Co. Ltd Normand Morin */** David A. Goodfellow R. Keith Rattray Chairman of the Audit Committee Director Director * Member of the Audit Committee ** Member of the Executive Compensation Committee

OFFICERS Denis Fraser, Eng., MBA G. Douglas Goodfellow Pierre Lemoine, CPA, CMA President & Chief Executive Officer Secretary of the Board Vice President & Chief Financial Officer Mary Lohmus Harold Sheepwash Patrick Goodfellow Senior Vice President, Vice President, Vice President, Ontario and Western Canada Industrial & Manufactured Products Hardwood Rose Ann Loranger Luc Pothier David Warren Vice President, Vice President, Vice President, Pine Operations Atlantic Gerry McDonald Vice President, Quebec

MANAGEMENT COMMITTEE Denis Fraser * G. Douglas Goodfellow Patrick Goodfellow* Pierre Lemoine * Harold Sheepwash* Gerry McDonald * Mary Lohmus * David Warren* Luc Pothier * Rose Ann Loranger * * Member of the Executive Committee OTHER INFORMATION Head Office Solicitors Auditors 225 Goodfellow Street Bernier Beaudry KPMG LLP Delson, Quebec J5B 1V5 Quebec, Quebec Montreal, Quebec Tel.: 450-635-6511 Fax : 450-635-3730 Transfer Agent Stock Exchange Wholly-owned Subsidiary Computershare Investor Services Inc. Toronto Goodfellow Distribution Inc. Montreal, Quebec Trading Symbol: GDL

CORPORATE INFORMATION

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CANADA DELSON, QUEBEC CAMPBELLVILLE, ONTARIO QUEBEC CITY, QUEBEC Head Office, Sales Office, Sales Office & Sales Office, Distribution Centre Distribution Centre Distribution Centre & Manufacturing Facility 5100 John-Molson & Manufacturing Facilities P.O. Box 460 Quebec, QC G1X 3X4 225 Goodfellow Street 9184 Twiss Road Tel.: 418-650-5100 Delson, QC J5B 1V5 Campbellville, ON L0P 1B0 Fax: 418-650-0171 Tel.: 450-635-6511 Tel.: 905-854-5800 Fax: 450-635-3730 Fax: 905-854-6104

DARTMOUTH, NOVA-SCOTIA MONCTON, NEW BRUNSWICK OTTAWA, ONTARIO Sales Office & Sales Office & Sales Office & Distribution Centre Distribution Centre Distribution Centre 20 Vidito Drive 660 Edinburgh Drive 3091 Albion Road North Dartmouth, NS B3B 1P5 Moncton, NB E1E 4C6 Ottawa, ON K1V 9V9 Tel.: 902-468-2256 Tel.: 506-857-2134 Tel.: 613-244-3169 Fax: 902-468-9409 Fax: 506-859-7184 Fax: 613-244-0488

CALGARY, ALBERTA EDMONTON, ALBERTA WINNIPEG, MANITOBA Sales Office, Sales Office & Sales Office & Distribution Centre Distribution Centre Distribution Centre & Manufacturing Facility 11128-158th Street 1361 Border Street, Unit #9 Bay 11 - 5375, 50th Street S.E. Edmonton, AB T5M 1Y4 Winnipeg, MB R3H 0N1 Calgary, AB T2C 3W1 Tel.: 780-469-1299 Tel.: 204-779-3370 Tel.: 403-252-9638 Fax: 780-469-1717 Fax: 204-779-3314 Fax: 403-252-9516

NEWFOUNDLAND RICHMOND, BRITISH COLUMBIA Also plants in: WEST & CENTRAL Sales Office & Elmsdale, NS Sales Office & Distribution Centre Tremblant, QC Distribution Centre 2060 Van Dyke Place Trois-Rivieres, QC & Manufacturing Facility Richmond, BC V6V 1X9 Drummondville, QC 4 Wellon Drive Tel.: 604-940-9640 Deer Lake, NL A8A 2G5 Fax: 604-940-9641 Tel.: 709-635-2991 Fax: 709-635-3079 NEWFOUNDLAND SASKATOON, SASKATCHEWAN EAST Sales Office & 31 Cypress Street Distribution Centre St. Johns, NL A1H 0H8 802 58th Street East Tel.: 709-740-0017 Saskatoon, SK S7K 5Z4 Fax: 709-364-3954 Tel.: 306-242-9977 Fax: 306-242-9997

USA U.K. MANCHESTER, NEW HAMPSHIRE U.K. DISTRIBUTION Sales Office & Bonc Farm House Distribution Centre Llwynmawr 368 Pepsi Road Llangollen, Clwyd Manchester, NH 03109 UK LL207BJ Tel.: 603-623-9811 Tel.: 44-1-691718872 Fax: 603-623-9484 Fax: 44-1-691718436

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