T RULES OF CONDUCT OF INSIDERS RESPECTING RADING O F SECURITIES OF TFI International lnc. Amended and restated July 2015 Executive Summary As an insider of TFI International Inc. ( TFI International ) you are subject, in certain circumstances, to restrictions relating to the Trading of securities of TFI International. More specifically: (i) (ii) (iii) (iv) you shall NOT Trade when you hold Material privileged information (as hereinafter defined) until two (2) business days following the announcement of the said information to the public; you shall NEVER Trade during a period commencing on the last day of a quarter until two (2) business days following the announcement of the said quarter s results to the public; you shall AVOID frequent Trading on the market in a way which leads to believe that speculation is taking place; you shall obtain the approval of TFI International before Trading in the Securities of TFI International in ALL circumstances. It is important to read the following text and to sign the declaration appearing on the last page. The Trading of Securities of TFI International by Insiders may entail, in certain circumstances, a civil or penal liability under the securities laws. 1
1. Definitions In this document: Insider of TFI International includes a. TransForce : itself; b. TFI International's subsidiaries (direct or indirect); c. the Senior executives of TFI International and the Senior executives of TFI International's Major subsidiaries (direct or indirect); d. the directors of TFI International and its Major subsidiaries (direct or indirect); e. a Significant shareholder of TFI International; f. the Senior executives of the company mentioned in (e) above; and g. any person who holds Material privileged information (as hereinafter defined) that is not disclosed to the public. Major subsidiaries means a subsidiary of a reporting issuer if the assets or revenues of the subsidiary represent 30% or more of the consolidated assets or revenues of the reporting issuer. Material privileged information includes the following events, insofar as this information is not announced by TFI International to the public and that it would reasonably be expected to significantly affect the market price or value of Securities or to have a significant influence on an informed investor s investment decisions: a. a change in share ownership that may affect the control of TFI International; b. a change in the corporate structure of TFI International such as a merger, amalgamation, spin-off or reorganization; c. a take-over bid or issuer bid; d. a major corporate acquisition, disposition or joint venture; e. a stock split, consolidation or other change in the capital structure of TFI International; f. the borrowing of a significant amount of funds; g. the public or private sale of additional Securities; h. the development of a new product and/or a development affecting TFI International's resources, technology, products or markets; i. the entering into or losing a significant contract; 2
j. quarterly or annual financial results or firm evidence of a significant increase or decrease in near term earnings prospects; k. an important change in capital investment plans or corporate objectives; l. a significant change in management; m. a significant litigation; n. a major labour dispute or a dispute with a major contractor or supplier of TFI International or of a Major subsidiary; o. an event of default under a financing or other agreement; p. a call of Securities for redemption; and q. any other development relating to the business and affairs of TFI International or of a Major subsidiary. Trading includes the following transaction: a. purchase or sale of Securities on the market; b. exercise of option to purchase Securities; c. transfer from an regular account to a registered account; d. any of the foregoing transaction described in a) to c) above if it is made in an account held in the name of a spouse or a child of the Insider and the Insider has control or has authority to give instructions over such account. Securities refers to any shares or options to purchase shares in TFI International. Senior executive is any person exercising the functions of director, officer (president, vice-president, secretary, treasurer, controller or general manager), or similar functions. Significant shareholder means a shareholder that has beneficial ownership of, or control or direction over, directly or indirectly, Securities carrying more than 10% of the voting rights attached to all Securities of TFI International or management company. 2. Rules applicable to Trading by all Insiders of TFI International Insiders of TFI International are subject, in certain circumstances, to restrictions relating to the Trading of Securities of TFI International considers it important to establish rules of conduct ensuring compliance with applicable laws with respect to Trading of its Securities by Insiders. These rules of conduct are as follows, the application of such rules being cumulative and not alternative: 3
2.1 The Insiders of TFI International who have access to Material privileged information respecting TFI International SHALL NOT Trade in the Securities of TFI International if they hold Material privileged information respecting TFI International until two (2) days following the announcement of the said information to the public. See item 3 for a description of what is deemed to constitute Material privileged information. 2.2 The Insiders of TFI International shall NEVER Trade during a period commencing on the last day of a quarter until two (2) days following the announcement of the said quarter s results ( quiet period ); 2.3 The Insiders of TFI International shall AVOID frequent Trading on the market in a way which leads to believe that speculation is taking place. 2.4 The Insiders of TFI International shall obtain the approval of the secretary of TFI International (Mrs. Josiane-M. Langlois (514) 331-4113) or its CEO (Mr. Alain Bédard (514) 331-4200) before Trading in the Securities of TFI International in ALL circumstances. The foregoing restrictions also apply to the exercise by an Insider of stock options of TFI International. The foregoing rules are made to assist the Insiders of TFI International in assuring themselves, as well as third parties, that they are Trading in the Securities of TFI International only during periods in which it is reasonable for them to believe that all Material privileged information concerning TFI International has been disclosed publicly. 3. Reporting insider While the foregoing rules of conduct apply to ALL Insiders, only certain Insiders, the Reporting Insiders, are required to report their transactions on TFI International stock to the Securities authorities. Pursuant to National Instrument 55-104 (1) Reporting Insider includes: a. the Chief Executive Officer ( CEO ), Chief Financial Officer ( CFO ) and Chief Operating Officer ( COO ) of TFI International Inc.; b. the CEO, CFO or COO of a Significant shareholder; c. The CEO, CFO and COO of a Major subsidiary of TFI International; d. A director of TFI International, a director of a Significant shareholder or of a Major subsidiary of TFI International; e. A person responsible for a principal business unit, division or function of TFI International; f. A Significant shareholder of TFI International Inc. (1) National Instrument 55-104 came into force on April 30, 2010 and National Instrument 55-101 was repealed. The full text of National Instrument 55-104 is set out on the Ontario Securities Commission Website at http://www.osc.gov.on.ca/en/14014.htm. 4
g. A management company that provides significant management or administrative services to TFI International or to a Major subsidiary of TFI International, every director of such management company, every CEO, CFO or COO of such management company, and every significant shareholder of such management company. h. Any other person that : (i) in the ordinary course receives or has access to material privileged information AND (ii) directly or indirectly exercise or has the ability to exercise, significant power or influence over the business, operations, capital or development of TFI International. Any person who becomes a Reporting Insider of TFI International must declare his/her holding or control over Securities of TFI International to the securities authorities within five (5) calendar days, whether or not this person owns any Securities. For that purpose, an initial insider report must be filed on SEDI. Furthermore, a Reporting Insider of TFI International must declare to the securities authorities any change (whatever the percentage may be) in their holding or control of the Securities of TFI International within five (5) calendar days of such change. For that purpose, an insider report must be filed on SEDI. You may contact Mrs. Josiane-M. Langlois (jlanglois@tfiintl.com) or visit SEDI s Website at www.sedi.ca for further information. 4. Infringement The Trading of Securities of TFI International by its Insiders may entail, in certain circumstances, a civil or penal liability under the securities laws. I confirm that I have read the Rules of Conduct of Insiders Respecting Trading of Securities of TFI International, set out above and understand their content and undertake to comply with them. signature name, please print title company date 5