LEADING INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND SECURE SHAREHOLDERS VOTE "FOR" PROPOSED TRANSACTION WITH GFL ENVIRONMENTAL

On May 15, 2026, SECURE announced that both Institutional Shareholder Services (ISS) and Glass Lewis – the two leading independent proxy advisory firms – have recommended that shareholders vote FOR the plan of arrangement under which GFL Environmental Inc. will acquire all outstanding common shares of SECURE. The transaction values SECURE at approximately $6.4 billion enterprise value and offers shareholders $24.75 per share in cash and/or GFL shares, representing a 23% premium to the 60‑day VWAP prior to the April 13 announcement. ISS cited sound strategic rationale, increased liquidity, a stronger financial position, and re‑rating potential for shareholders receiving GFL stock. The vote is scheduled for May 27, 2026.

The recommendation arrives against a backdrop of conflicting signals. On April 13, the deal was unveiled with unanimous board support and fairness opinions from RBC and ATB. On April 20, Abrams Capital Management – having lifted its stake to ~10% – declared it would vote against the arrangement, arguing that SECURE is uniquely well‑positioned and that the current management team should stay independent. On April 27, the management circular revealed that shareholders representing ~19% (TPG Angelo Gordon and Solus Alternative Asset Management) and directors/officers (~2%) support the deal. On April 30, SECURE reported strong Q1 2026 results (Adjusted EBITDA up 13% YoY to $137 million) and edged its EBITDA guidance toward the high end of the $520–$550 million range, while also increasing growth capital plans to ~$100 million. The ISS/Glass Lewis recommendations thus reinforce management’s position but do not eliminate the dissident risk.

The proxy advisory recommendations are a meaningful but expected milestone. Such endorsements are typical in a board‑recommended transaction with fairness opinions, especially one offering a 23% premium. The news does not introduce genuinely new, market‑moving information; rather, it confirms that the deal is likely to receive institutional support beyond the already‑committed blocks. The Abrams Capital opposition (10%) creates a genuine hurdle, as the resolution requires 66⅔% of votes cast. With 21% locked in favor and 10% locked against, the outcome hinges on the remaining ~69% of shares. The additions of ISS/Glass Lewis endorsements reduce the risk of the deal failing, but do not guarantee passage. Accordingly, the news is incremental, not transformational. Based on the definitions, this is Routine – Positive.

SECURE Waste Infrastructure Corp. (TSX: SES) is a leading environmental services and waste management company focused on Western Canada. Its core operations include: - Waste Management: Industrial waste processing, produced‑water disposal, and landfill operations. - Infrastructure: Specialized facilities for handling regulated wastes from the oil & gas and industrial sectors. - Metals Recycling: Processing and marketing scrap metals, with an increasing focus on non‑ferrous and U.S. markets.

Flagship initiatives include commissioning a greenfield produced‑water disposal facility in the Montney region, reopening an industrial waste processing facility in Alberta’s Industrial Heartland (expected Q2 2026), and expanding two other Montney facilities by year‑end 2026. The company holds a portfolio of hard‑to‑replicate, infrastructure‑backed assets that generate stable, recurring cash flows.