NORTH AMERICAN ENERGY PARTNERS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING

AND MANAGEMENT INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON

APRIL 11, 2018

February 13, 2018

NORTH AMERICAN ENERGY PARTNERS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 11, 2018

NOTICE IS HEREBY GIVEN that the annual and special meeting of holders of common shares (the “NAEP Shareholders”) of North American Energy Partners Inc. (the “Corporation”) will be held at the head office of the Corporation at 26550 Acheson Road, Acheson, Alberta on the 11^th day of April, 2018, at 3:00 p.m. (Mountain Time) (the “Meeting”), for the following purposes:

The specific details of the foregoing matters to be put before the Meeting are set forth in the management information circular (the “Information Circular”). Capitalized terms used in this notice of annual meeting and not otherwise defined herein shall have the meanings ascribed to such terms in the Information Circular.

The Information Circular and a form of proxy accompany this notice.

NAEP Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Information Circular accompanying this notice. A proxy will not be valid unless it is deposited with our transfer agent Computershare Investor Services Inc., (i) by mail using the enclosed return envelope or one addressed to Computershare Investor Services Inc., Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, or (ii) by hand delivery to Computershare Investor Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote electronically by telephone (1-866-732-8683) or internet (www.investorvote.com) by following the instructions on the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 3:00 p.m. (Mountain Time), on April 9, 2018 and if the Meeting is adjourned, no later than 48 hours (excluding Saturdays and holidays) prior to the commencement of any adjournment thereof.

DATED at Edmonton, Alberta, this 13^th day of February, 2018.

NORTH AMERICAN ENERGY PARTNERS INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

NORTH AMERICAN ENERGY PARTNERS INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (the “Information Circular”) and accompanying form of proxy (the “Proxy”) are furnished in connection with the solicitation of proxies by or on behalf of management of North American Energy Partners Inc. (the “Corporation”, “NAEP”, “our” or “we”) for use at the annual and special meeting (the “Meeting”) of holders of voting common shares of the Corporation (the “NAEP Shareholders”) to be held at the head office of the Corporation at 26550 Acheson Road, Acheson, Alberta on the 11^th day of April, 2018, at 3:00 p.m. (Mountain Time), and at any adjournments thereof, for the purposes set forth in the accompanying notice of meeting, dated February 13, 2018 (the “Notice of Meeting”).

It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally by officers of the Corporation at nominal cost. The cost of this solicitation will be borne by the Corporation. The Corporation may pay the reasonable costs incurred by persons who are the registered but not beneficial owners of voting shares of the Corporation (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of this Information Circular, the Notice of Meeting and Proxy to the beneficial owners of such shares. The Corporation will provide, without cost to such persons, upon request to the Secretary of the Corporation, additional copies of the foregoing documents required for this purpose.

For the purposes of the Meeting, the Corporation is not: (a) relying on the “notice and access” rules to allow it to make certain proxy-related materials available on the internet rather than mailing such materials directly to registered shareholders and indirectly to non-registered shareholders; or (b) mailing proxy-related materials directly to non-registered shareholders who have not waived the right to receive them. The Corporation intends to pay for “proximate intermediaries” (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to non-registered shareholders who have waived the right to receive them.

The Notice of Meeting, Proxy and this Information Circular will be mailed to NAEP Shareholders commencing on or about March 15, 2018. In this Information Circular, except where otherwise indicated, all dollar amounts are expressed in Canadian currency.

No person has been authorized by the Corporation to give any information or make any representations in connection with the matters contained herein other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Corporation.

This Information Circular does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Circular may contain forward-looking information that is based on expectations and estimates as of the date of this Information Circular. Our forward-looking information is information that is subject to known and unknown risks and other factors that may cause future actions, conditions or events to differ materially from the anticipated actions, conditions or events expressed or implied by such forward-looking information. Forward-looking information is information that does not relate strictly to historical or current facts, and can be identified by the use of the future tense or other forward-

looking words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “should”, “may”, “could”, “would”, “target”, “objective”, “projection”, “forecast”, “continue”, “strategy”, “position” or the negative of those terms or other variations of them or comparable terminology.

While we anticipate that subsequent events and developments may cause our views to change, we do not have an intention to update any forward-looking information, except as required by applicable securities laws. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. See risk factors highlighted in materials filed with the securities regulatory authorities in the United States and Canada, including, but not limited to, our most recent annual and interim management’s discussion and analysis.

RECORD DATE

The record date (the “Record Date”) for determining which NAEP Shareholders shall be entitled to receive notice of and to vote at the Meeting is March 7, 2018. Only NAEP Shareholders of record as of the Record Date are entitled to receive notice of and to vote at the Meeting, unless after the Record Date such shareholder of record transfers its shares and the transferee (the “Transferee”), upon establishing that the Transferee owns such shares, requests in writing at least 10 days prior to the Meeting or any adjournments thereof that the Transferee may have his, her or its name included on the list of NAEP Shareholders entitled to vote at the Meeting, in which case the Transferee is entitled to vote such shares at the Meeting. Such written request by the Transferee shall be filed with Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, together with a copy to the Secretary of the Corporation at 26550 Acheson Road, Acheson, Alberta, T7X 6B2.

Under normal conditions, confidentiality of voting is maintained by virtue of the fact that the Corporation’s transfer agent tabulates proxies and votes. However, such confidentiality may be lost as to any proxy or ballot if a question arises as to its validity or revocation or any other like matter. Loss of confidentiality may also occur if the Board of Directors decides that disclosure is in the interest of the Corporation or its shareholders.

APPOINTMENT OF PROXYHOLDERS

The persons named in the accompanying Proxy as proxyholders are representatives of management of NAEP. Every NAEP Shareholder has the right to appoint a person or company to represent them at the Meeting other than the persons named in the accompanying Proxy. A NAEP Shareholder desiring to appoint some other person (who need not be a shareholder of NAEP) to represent him, her or it at the Meeting, may do so either by striking out the printed names and inserting the desired person’s name in the blank space provided in the Proxy or by completing another proper proxy and, in either case, delivering the completed proxy to our transfer agent Computershare Investor Services Inc., (i) by mail using the enclosed return envelope or one addressed to Computershare Investor Services Inc., Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, or (ii) by hand delivery to Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote electronically by telephone (1-866-732-8683) or internet (www.investorvote.com) by following the instructions on the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 3:00 p.m. (Mountain Time), on April 9, 2018 and if the Meeting is adjourned, no later than 48 hours (excluding Saturdays and holidays) prior to the commencement of any adjournment thereof. A Proxy must be signed by a NAEP Shareholder or its attorney duly authorized in writing or, if a NAEP

Shareholder is a corporation, by a duly authorized officer, attorney or other authorized signatory of the NAEP Shareholder. If a proxy is given by joint shareholders, it must be executed by all such joint shareholders.

VOTING OF PROXIES

If a Proxy is completed, signed and delivered to the Corporation in the manner specified above, the persons named as proxyholders therein shall vote or withhold from voting the shares in respect of which they are appointed as proxyholders at the Meeting, in accordance with the instructions of the NAEP Shareholder appointing them, on any show of hands or any ballot that may be called for and, if the NAEP Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the persons appointed as proxyholders shall vote in accordance with the specification so made. In the absence of such specification, or if the specification is not certain, the shares represented by such Proxy will be voted in favour of the matters to be acted upon as specified in the Notice of Meeting.

A Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and all other matters which may properly come before the Meeting or any adjournments thereof. As of the date of this Information Circular, the Board of Directors of the Corporation knows of no such amendments, variations or other matters to come before the Meeting, other than matters referred to in the Notice of Meeting. However, if amendments, variations or other matters should properly arise before the Meeting, the Proxy will be voted on such amendments, variations and other matters in accordance with the best judgment of the person or persons voting such Proxy.

REVOCABILITY OF PROXY

Any NAEP Shareholder returning an enclosed Proxy may revoke the same at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the NAEP Shareholder or by his, her or its attorney authorized in writing or, if the NAEP Shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited at the registered office of the Corporation to the attention of the Secretary of the Corporation, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or with the chairperson of the Meeting, prior to the commencement of the Meeting. A NAEP Shareholder attending the Meeting has the right to vote in person and, if he, she or it does so, his, her or its proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

The information set forth in this section is of significant importance to many NAEP Shareholders, as a substantial number of NAEP Shareholders do not hold voting common shares of the Corporation (“NAEP Common Shares”) in their own name, and thus are considered non-registered shareholders. NAEP Shareholders who do not hold their NAEP Common Shares in their own name (“Beneficial Shareholders”) should note that only Proxies deposited by NAEP Shareholders whose names appear on the records of the Corporation as the registered holders of NAEP Common Shares can be recognized and acted upon at the Meeting. If NAEP Common Shares are listed in an account statement provided to a NAEP Shareholder by a broker, then, in almost all cases, those NAEP Common Shares will not be registered in the NAEP Shareholder’s name on the records of the Corporation. Such NAEP Common Shares will more likely be registered under the name

of the NAEP Shareholder’s broker or an agent of that broker or another similar entity (called an “Intermediary”). NAEP Common Shares held by an Intermediary can only be voted by the Intermediary (for, withheld or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries are prohibited from voting NAEP Common Shares.

Beneficial Shareholders should ensure that instructions respecting the voting of their NAEP Common Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary. Applicable regulatory rules require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their NAEP Common Shares are voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting NAEP Common Shares registered in the name of their Intermediary, a Beneficial Shareholder may attend at the Meeting as proxyholder for the Intermediary and vote the NAEP Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their NAEP Common Shares as a proxyholder, should enter their own names in the blank space on the form of proxy provided to them by their Intermediary and timely return the same to their Intermediary in accordance with the instructions provided by their Intermediary, well in advance of the Meeting.

NOTICE TO UNITED STATES SHAREHOLDERS

The solicitation of proxies by the Corporation is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “US Exchange Act”), by virtue of an exemption applicable to proxy solicitations by “foreign private issuers” as defined in Rule 3b-4 under the US Exchange Act. Accordingly, this Information Circular has been prepared in accordance with the applicable disclosure requirements in Canada. Residents of the United States should be aware that such requirements may be different than those applicable to proxy statements subject to Section 14(a) of the US Exchange Act.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation’s authorized capital consists of an unlimited number of NAEP Common Shares and an unlimited number of non-voting common shares. As at January 31, 2018, there were a total of 28,082,950 NAEP Common Shares outstanding and no non-voting common shares outstanding. Each NAEP Common Share entitles the holder thereof to one vote in respect of each of the matters to be voted upon at the Meeting. To the knowledge of the Corporation’s directors and executive officers, the following individuals or entities beneficially own, control or direct, directly or indirectly, securities carrying more than 10.0% of the voting rights attached to the NAEP Common Shares:

QUORUM

A quorum for the transaction of business at the Meeting shall consist of at least two persons holding or representing by proxy not less than twenty percent (20%) of the outstanding shares of the Corporation entitled to vote at the meeting.

If a quorum is not present at the opening of the Meeting, the NAEP Shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days it is not necessary to give notice of the adjourned meeting other than by announcement at the time of an adjournment. If a meeting of NAEP Shareholders is adjourned by one or more adjournments for an aggregate of more than 29 days and not more than 90 days, notice of the adjourned meeting shall be given as for an original meeting but the management of the Corporation shall not be required to send a form of proxy in the form prescribed by applicable law to each NAEP Shareholder who is entitled to receive notice of the meeting. Those shareholders present at any duly adjourned meeting shall constitute a quorum.

The Corporation’s list of NAEP Shareholders as of the Record Date has been used to deliver to NAEP Shareholders the Notice of Meeting and this Information Circular as well as to determine the NAEP Shareholders who are eligible to vote.

PRESENTATION OF FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2017, together with the auditor’s report thereon, copies of which are contained in the Corporation’s annual report, will be presented to the NAEP Shareholders at the Meeting. Receipt at the Meeting of the auditor’s report and the Corporation’s financial statements for its last completed fiscal period will not constitute approval or disapproval of any matters referred to therein.

BUSINESS TO BE TRANSACTED AT THE MEETING

The Board of Directors of the Corporation presently consists of seven directors, all of whom have indicated that they wish to stand for re-election. Management proposes to set the total number of directors to be elected at the Meeting at seven.

All of the nominees below are now directors of the Corporation and have been directors since the dates indicated below. Management does not contemplate that any of the following nominees will be unable or unwilling to serve as a director but if that should occur for any reason prior to the Meeting, the persons named in the enclosed Proxy will have the right to vote for another nominee at their discretion. Each director elected at the Meeting will hold office until the next annual meeting or until his or her successor is duly elected or appointed.

The Board adopted a “Board Policy on Majority Voting for Director Nominees” (the “Policy”) on August 8, 2013, which Policy was revised on July 28, 2016. The Policy applies to the election of directors at uncontested shareholder meetings and provides that, with respect to any nominee for the Board, where the total number of shares withheld exceeds the total number of shares voted in favour of the nominee, then notwithstanding that such nominee is duly elected as a matter of corporate law, he or she shall forthwith submit his or her resignation for consideration by the Board, to take effect immediately upon acceptance by the Board. Upon receipt of such a conditional resignation, the Operations Committee shall consider the matter and, as soon as possible, make a recommendation to the full Board regarding whether or not exceptional circumstances exist such that the resignation should not be accepted. After considering the recommendation of the Operations Committee, the Board shall within 90 days of the shareholder’s meeting accept the resignation unless it determines that such exceptional circumstances exist. In any case, the Board shall issue a press release which either confirms that they have accepted the resignation or provides an explanation for why they have refused to accept such resignation.

The following table and the notes thereto state, as of January 31, 2018, the: (i) name, municipality, province or state of residence and country of residence of each nominee; (ii) the date each nominee first became a director of the Corporation (with the current term of each incumbent nominee expiring as of the holding of the Meeting); (iii) where applicable, the current position of each nominee with the Corporation (other than that of director); (iv) the present status of each nominee as an independent or non-independent director; (v) the committees upon which each nominee presently serves; (vi) the present principal occupation, business or employment of each nominee; (vii) the number of NAEP Common Shares, securities and options beneficially owned, or controlled or directed, directly or indirectly, by each nominee; and (viii) the Board and committee meeting attendance record for each nominee in the fiscal year ended December 31, 2017.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Ronald McIntosh was a director of Forteleza Energy Inc. (“Forteleza”) formerly known as Alvopetro Inc. (“Alvopetro”) from November of 2009 to January of 2016. On March 2, 2011, the Court of Queen’s Bench of Alberta granted an order (the “Order”) under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) staying all claims and actions against Forteleza and its assets and allowing Forteleza to prepare a plan of arrangement for its creditors if necessary. Forteleza took such steps in order to enable Forteleza to challenge a reassessment issued by the Canada Revenue Agency (“CRA”). As a result of the reassessment, if Forteleza had not taken any action, it would have been compelled to immediately remit one half of the reassessment to the CRA and Forteleza did not have the necessary liquid funds to remit, although Forteleza had assets in excess of its liabilities with sufficient liquid assets to pay all other liabilities and trade payables.

Forteleza believed that the CRA’s position was not sustainable and vigorously disputed the CRA’s claim. Forteleza filed a Notice of Objection to the reassessment and on October 20, 2011 announced that its Notice of Objection was successful, CRA having confirmed there were no taxes payable. As the CRA claim had been vacated and no taxes or penalties were owing Forteleza no longer required the protection of the Order under the CCAA and on October 28, 2011 the Order was removed. On March 3, 2011 the TSX suspended trading in the securities of Forteleza due to Forteleza having been granted a stay under the CCAA. In addition the securities regulatory authorities in Alberta, Ontario and Quebec issued a cease trade order with respect to Forteleza for failure to file its annual financial statements for the year ended December 31, 2010 by March 31, 2011. The delay in filing was due to Forteleza being granted the CCAA order on March 2, 2011 and the resulting additional time required by its auditors to deliver their audit opinion. The required financial statements and other continuous disclosure documents were filed on April 29, 2011 and the cease trade order was subsequently removed. On September 1, 2010 Forteleza closed the sale of substantially all of its oil and gas assets. As a result of the sale Forteleza was delisted from the TSX on March 30, 2011 as it no longer met minimum listing requirements.

William Oehmig served as a director of Propex Inc., which voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code on January 18, 2008 in order to allow it to restructure its US operations. Mr. Oehmig also served as director of Panolam Industries Inc., which voluntarily filed a petition under Chapter 11 of the U.S. Bankruptcy Code on November 4, 2009 to implement a Debt Restructuring Plan.

Jay Thornton is a director of Obsidian Energy Ltd., which was previously named Penn West Petroleum Ltd. (“Penn West”). On August 5, 2014, the Alberta Securities Commission and Ontario Securities Commission both granted Penn West, upon Penn West’s application, management cease trade orders in relation to a review of Penn West’s accounting practices and restatement of its financial statements. Those cease trade orders are no longer in effect as of September 23, 2014.

John Pollesel is a director of First Cobalt Corporation (“First Cobalt”). First Cobalt announced on June 21, 2017 that it had proposed a friendly merger with Cobalt One Ltd. (“Cobalt One”) and CobalTech Mining Inc. (“CobalTech”). At that time, First Cobalt signed letters of intent with each of Cobalt One and CobalTech and requested the TSX Venture Exchange to temporarily halt trading of its shares. The TSX Venture Exchange approved the resumption of trading as of August 28, 2017.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the election of each of the above nominees to serve as a director of the Corporation.

Unless a NAEP Shareholder otherwise directs, or directs that his or her NAEP Common Shares are to be withheld from voting in connection with the election of any particular nominee specified above, the persons named in the enclosed form of Proxy intend to vote “FOR” the election of each of the nominees specified above, such directors to hold office until the next annual meeting or until his successor is appointed.

At the Meeting, NAEP Shareholders will be requested to vote on the re-appointment of KPMG LLP (“KPMG”) as the independent auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed, and to authorize the Board of Directors to fix the auditor’s remuneration. KPMG have been the auditors of the Corporation, or its predecessor NACG Holdings Inc., since October 31, 2003.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the re-appointment of KPMG as independent auditors of the Corporation for the fiscal year ending December 31, 2018 and authorizing the Board of Directors to fix the auditor’s remuneration.

Unless a NAEP Shareholder otherwise directs, or directs that his or her NAEP Common Shares are to be withheld from voting in connection with the appointment of auditors, the persons named in the enclosed form of Proxy intend to vote for the re-appointment of KPMG as auditors of the Corporation until the next annual meeting of shareholders and to authorize the directors to fix their remuneration.

The Corporation’s Share Option Plan is described further under the heading “Option-Based Awards”. The Share Option Plan provides that the maximum number of NAEP Common Shares issuable under the Plan is equal to 10% of the Corporation’s issued and outstanding NAEP Common Shares. The rules of the Toronto Stock Exchange (the “TSX”) provide that all unallocated options, rights or other entitlements under a security-based compensation arrangement which do not have a fixed number of securities issuable must be re-approved every three (3) years. Accordingly, at the Meeting, NAEP Shareholders will be requested to consider, and if deemed appropriate, to approve, with or without amendment, the reservation of the unallocated options under the Share Option Plan, as specified in the Resolution set forth in Schedule “A”.

As of February 13, 2018, the Corporation had 27,905,950 NAEP Common Shares outstanding, therefore providing for a current maximum of 2,790,595 NAEP Common Shares to be reserved for issuance under the Share Option Plan. As at February 13, 2018, the Corporation had 923,540 options to purchase Common Shares outstanding (or approximately 3.3% of the outstanding NAEP Common Shares), leaving unallocated options to purchase an aggregate of 1,867,055 NAEP Common Shares (or approximately 6.7% of the outstanding NAEP Common Shares) available for future option grants as at that date. Previously allocated options will continue, unaffected, whether or not this resolution is

approved by NAEP Shareholders. Unallocated options and previously granted options that are cancelled, terminated or exercised subsequent to the Meeting will not, however, be available for grants if this resolution is not approved by shareholders. Approval of the Resolution requires confirmation by a majority of the votes cast at the meeting. The persons named in the accompanying Proxy intend to vote for approval of the Resolution unless instructions to the contrary are given. The adoption of the Resolution requires the favourable vote of a majority of the votes cast thereon at the Meeting.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the resolution set out in Schedule “A” of this Information Circular approving the unallocated options under the Corporation’s Share Option Plan.

Unless a NAEP Shareholder otherwise directs, or directs that his or her NAEP Common Shares are to be withheld from voting in connection with approving the resolution set out in Schedule “A” of this Information Circular, the persons named in the enclosed form of Proxy intend to vote for the approval of the Resolution set out in Schedule “A” of this Information Circular approving the unallocated options under the Corporation’s Share Option Plan.

At the Meeting, NAEP Shareholders will be requested to consider, and if deemed appropriate, to approve, with or without amendment, an amendment to the articles of amalgamation of the Corporation to change the Corporation’s name from “North American Energy Partners Inc.” to “North American Construction Group Ltd.” Following the name change, share certificates of “North American Energy Partners Inc.” will remain valid until replaced on transfer and Shareholders will not be required to surrender and exchange their share certificates for share certificates with the new name of the Corporation. The name change will not, by itself, affect any of the rights of Shareholders.

Approval of the Resolution requires confirmation by a majority of the votes cast at the meeting. The persons named in the accompanying Proxy intend to vote for approval of the Resolution unless instructions to the contrary are given. The adoption of the Resolution requires the favourable vote of a majority of the votes cast thereon at the Meeting.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the resolution set out in Schedule “B” of this Information Circular approving an amendment to the articles of amalgamation of the Corporation to change the name of the Corporation to “North American Construction Group Ltd.”

Unless a NAEP Shareholder otherwise directs, or directs that his or her NAEP Common Shares are to be withheld from voting in connection with approving the resolution set out in Schedule “B” of this Information Circular, the persons named in the enclosed form of Proxy intend to vote for the approval of the Resolution set out in Schedule “B” of this Information Circular approving an amendment to the articles of amalgamation of the Corporation to the change of name of the Corporation to “North American Construction Group Ltd.”

Management of the Corporation know of no matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not currently known to management should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

COMPENSATION DISCUSSION AND ANALYSIS

2017 NAMED EXECUTIVE OFFICERS

The discussion of executive compensation focuses on the compensation of the following individuals for our calendar year ended December 31, 2017:

All of the executives above are our “named executive officers” or “NEOs” for purposes of this compensation disclosure.

All amounts are in Canadian dollars, unless specifically addressed.

Appointment of President and Chief Operating Officer

As part of the Corporation’s succession plan, Mr. Ferron’s eventual acceptance of the additional responsibilities of the Chairman of the Board position would require that the position of President would require a replacement. The Human Resources & Compensation Committee (HRCC) engaged the services of an independent consultant, Korn Ferry International (Futurestep) (“Korn Ferry”), to seek out potential candidates who fit the mission, vision and values of the Corporation. A short-list of candidates was formed and overviews of competencies, personality traits and functional experiences, were completed.

Mr. Lambert underwent the same assessment as other potential candidates and based on his evaluation, he was offered the position of President, in addition to his current position of COO. Mr. Ferron would retain the position of CEO and gain the responsibilities of Chairman of the Board.

Demonstrating his commitment to providing the Corporation with effective leadership, Mr. Lambert has taken further steps to enhance his skills and participated in performance coaching, shoring-up any gaps in competencies described in his assessment.

Balancing of NEO Compensation to Market Conditions and Shareholder Interests

Our shareholders’ interests are of top concern for the Management and the Board. With a focus on shareholders’ interests, we made strategic executive compensation decisions in 2017, consistent with the Corporation’s compensation philosophy and giving consideration to both prior year and current market conditions. Highlights of the decisions were as follows:

We also made the following compensation decisions to retain and motivating members of the executive team, demonstrating the Board’s commitment to the principles of the Corporation’s compensation philosophy of competitive compensation and pay for performance. Mr. Lambert, as COO at the time of grant, and Mr. Palmer, as Vice President, Heavy Construction and Mining Operations were provided special long-term incentive plan (LTIP) grants in January 2017. The grants of restricted stock units (RSUs) and performance share units (PSUs) to executives, who have a significant impact on the successful operations of the Corporation, will provide additional long-term compensation tied to the share value and total shareholder return over the next three years.

EXECUTIVE COMPENSATION PHILOSOPHY

The executive compensation philosophy is based on four core principles – competitive compensation, pay for performance, transparent disclosure, and alignment with shareholder interests.

EXECUTIVE COMPENSATION OVERVIEW

The following table sets out the various components of compensation that NEOs were eligible to receive for 2017:

DETERMINING INDIVIDUAL COMPENSATION FOR NEOs

It is the role of the HRCC to recommend the compensation of the CEO to the Board for approval and to determine, following the recommendation of the CEO, the compensation of the other NEOs. The Committee receives assistance in fulfilling these duties from internal and external sources.

COMPARATOR GROUP ANALYSIS AND MARKET DATA

A thorough review of the NEO’s total compensation was completed by Mercer (Canada) Limited (“Mercer”), an independent consultant in 2017. Mercer reviewed base salary and short-term incentives (total cash compensation), and long-term incentives to analyze and compare total direct compensation. Based on market information provided for each executive position, no changes to NEO compensation were recommended.

Mercer was also asked to provide a market analysis for a President and COO position to assist with the transition in our executive team. Based on this data and commensurate with his promotion to President and COO, the COO was provided an increase in base salary, STIP, and LTIP.

In determining compensation for NEOs, our primary comparator group includes companies that meet the following criteria:

A number of relevant competitors are excluded from our comparator group because they are private corporations (i.e., KMC Mining, Graham) or smaller divisions of larger corporations (i.e., Flatiron

Construction) and therefore insufficient compensation information is available for them. The use of comparative market data is just one of the factors used in setting compensation for NEOs. NEO compensation could be higher or lower than the comparator data as a result of personal performance, skills or experience.

NAEP is positioned near the median of the peer group listed below in terms of revenue size:

Notes:

INPUT FROM THE CORPORATION’S MANAGEMENT

The CEO actively participates in the compensation process, makes pay recommendations to the HRCC with respect to the other NEOs and recommends to the HRCC the specific business goals to be used as performance targets for the various incentive programs. For the calendar year (“Calendar Year”, “CY”) ended December 31, 2017, the following corporate goals were recommended by the CEO and approved by the HRCC under the STIP program.

For 2017 there were a total of 13 injury cases, nine of which required first aid, resulting in a TIF of 1.25. NAEP continued to reduce injury severity and demonstrated a 24% reduction in disabling injuries compared to 2016. Although NAEP continues to reduce injury severity through prevention initiatives and a strong focus on safety process and culture, the Company did not meet the stretch 2017 target. As a result, the safety portion of the STIP will not be paid out.

Note that “EBITDA” is defined as net income before interest expense, income taxes, depreciation and amortization. “Consolidated EBITDA” is defined as EBITDA, excluding the effects of unrealized foreign exchange gain or loss, realized and unrealized gain or loss on derivative financial instruments, non-cash stock-based compensation expense, gain or loss on disposal of plant and equipment, gain or loss on disposal of assets held for sale and certain other non-cash items included in the calculation of net income. Both EBITDA and Consolidated EBITDA are non-GAAP financial measures. See “Non-GAAP Financial Measures” in our Management Discussion & Analysis for the year ended December 31, 2017.

For the calendar year ended December 31, 2017, the Corporation set specific financial targets concerning Bonus EBITDA to STIP eligible employees and provided quarterly progress updates to promote line of sight and better alignment with the Corporation’s financial objectives. The threshold for payment related to Bonus EBITDA was set at 75% of target. The term “Bonus EBITDA” refers to Consolidated EBITDA subject to certain adjustments. Please see below under “Short-Term Incentive Plan” for a more complete description of Bonus EBITDA.

For details on the application of compensation against objectives, see section on “Short-Term Incentive Plan” and “Analysis of Calendar Year 2017 Compensation Decisions Regarding NEOs”.

RISK MANAGEMENT

As part of its oversight of executive compensation and a desire to mitigate risk, the HRCC has taken the following actions:

PERFORMANCE GRAPH AND TABLE

The following graph compares the percentage change in the cumulative NAEP Shareholder return for $100 invested in NAEP Common Shares at the closing price of $3.32 on the last trading day of December 2012, with the total cumulative return of the S&P/TSX Composite Index (“S&P/TSX Index”) and the S&P/TSX Equal Weight Oil & Gas Index (“S&P/TSX Oil & Gas Index”) for the period from December 31, 2012 to December 31, 2017. On the last trading day of December, 2017, the NAEP Common Shares closed at $6.28 per NAEP Common Share on the TSX.

The graph also shows the total direct compensation of the Corporation’s NEOs over a 5-year reporting period (see the Summary Compensation Table). NEO Total Direct Compensation for the period December 31, 2012, represents data for the fiscal year ending March 31, 2013. This data includes initial LTIP awards for Martin R. Ferron when he was appointed as President and CEO in June 2012, which directly tied his long-term compensation to the Corporation’s future success. NEO total direct compensation for the period December 31, 2013, represents data for the stub-year April 1, 2013 – December 31, 2013. The total direct compensation of our NEOs follows the market trend, where, in a typical reporting year, where NAEP share value was lower, the NEO compensation was lower; conversely when the NAEP share value was higher, the NEO compensation was also higher. NEOs individual compensation is directly linked to share value, with both short and long term awards tied to the financial performance of the Corporation, and in particular, to TSR.

TRENDS BETWEEN NEO COMPENSATION AND TOTAL SHAREHOLDER RETURN

As described in the section “Executive Compensation Philosophy”, executive compensation is tied to the financial and safety performance of the Corporation, as well as market competitiveness. There is a level of correlation between STIP payouts and the price of the NAEP Common Shares, as Consolidated EBITDA is a key factor in determining the annual bonus. There is also a correlation between the DSU and LTIP awards, and the performance of NAEP Common Shares, as the Share Option, RSU, PSU and DSU plans are designed to reward, based on the price of NAEP Common Shares.

To further demonstrate the link between NAEP’s NEO compensation and TSR, the following graph is included, which displays the CEO’s total direct compensation for the three years 2015, 2016 and 2017, ending December 31, 2017. The graph also indicates the Corporation’s total shareholder return (“TSR”) performance ranking in relation to its peer group from the respective annual LTIP grants dates to December 31, 2017. NAEP believes the chart demonstrates that the compensation practices supported by the HRCC and carried out by the Corporation truly do “pay for performance”. As described in our “Executive Compensation Philosophy”, aligning executive compensation with shareholder interests is a key concern of the HRCC and Corporation. Upon review of the chart, where the Corporation ranked highest among its peer group for total shareholder return, the realizable pay for the CEO is 86% higher than his pay opportunity and for 2017, when the Corporation ranked at 30%, the realizable pay was 16% less than the pay opportunity. Overall, the realizable pay for the CEO for the aggregate three-year period is 40% higher than the pay opportunity, using the valuation methodology described below. This is deemed appropriate compensation based on the aggregate performance of the Corporation.

Notes:

Pay Opportunity – The Pay Opportunity bars in the graph illustrate the total direct compensation pay opportunity, as reported in the Summary Compensation Table at December 31 for the particular year reported. The Pay Opportunity includes salary and annual incentive earned during the year reported and the grant date fair market value of the long-term incentives granted in the respective year, reported using the valuation methodology described in the Summary Compensation Table.

Realizable Pay – The Realizable Pay bars in the graph illustrate the total direct compensation realizable for the respective year. Realizable Pay includes base salary and short-term incentive pay earned during the respective year and annual long-term incentives granted during the respective year, valued as at December 31, 2017, as follows: (i) value attributable to the RSUs is the fair market value as of December 31, 2017, which was $5.72; (ii) value attributed to PSUs is the NYSE closing rate on December 29, 2017, which was $6.23 (CAD), multiplied by the TSR performance factor (where the ending VWAP fair market value as of December 31, 2017, which is $5.72 is used), and assumes a percentile ranking relevant to the peer group (200% for July 2015 Grant; 183% for July 2016 Grant and 40% for July 2017 Grant), that were granted in the respective year, that have not vested as at December 31, 2017; and (iii) value attributed to DSU reinvested dividends that were distributed in that particular year, which vested immediately.

Peer Group TSR Ranking – The Percentile Peer Group Ranking is based on TSR performance in relation to the Peer Group from the LTIP grant date to December 31, 2017.

SHARE-BASED AND OPTIONS-BASED AWARDS

Up to and including the period of January to June 30, 2014, share-based and options-based awards were granted to NEOs under the terms of the RSU Plan and Share Option Plan. The HRCC approved a target annual LTIP grant value of 50% of base salary for the President and CEO and 40% of base salary for the other NEOs. To determine the number of units or options granted to each NEO at the time of grant, a calculation is performed using the fair value of the Corporation’s share price as at the grant date in relation to the targeted compensation value of the grant. For share options, the Corporation applies a discount to the fair value using the Black Scholes model to reflect the volatility of NAEP Common Shares and the expected life of the option. The HRCC has discretion to award fewer share options than the formula suggests due to a high volatility of the share price. Previous grants are not a factor in determining new grants. Effective July 1, 2014, the HRCC approved a target annual LTIP grant value of 150% of base salary for the CEO. Please refer to “Analysis of Calendar Year 2014 Compensation Decisions Regarding NEOs” found in our 2014 Notice of Meeting and Management Information Circular for further information.

COMPENSATION GOVERNANCE

The HRCC is charged with the oversight and governance of the executive compensation programs of the Corporation. The Board has approved a Committee Charter which outlines the accountabilities of the HRCC. These responsibilities include:

HUMAN RESOURCES & COMPENSATION COMMITTEE COMPOSITION

The HRCC is comprised entirely of independent Board members. This approach ensures that no conflict of interest exists between Committee members accountable for making executive compensation decisions. The members of the HRCC are, as of February 13, 2018:

EXECUTIVE – COMPENSATION RELATED FEES

The HRCC and management periodically use the services of specialized and independent compensation consultants to assist in carrying out their duties with respect to executive appointments and compensation.

The consultants may be engaged to:

It is not a requirement of the HRCC to obtain prior approval from the Board of Directors to retain the services of specialized or independent compensation consultants. The HRCC would engage the services of a consultant to analyze and mitigate risk to the Corporation. Mercer, an independent compensation consultant, has been retained by the Corporation to assist in determining compensation for executive management and directors. Mercer was first retained in 2012 on executive compensation matters.

In 2017, at the request of the HRCC, management of the Corporation engaged Mercer as its independent compensation consultant to provide advice to the HRCC about executive compensation,

and the composition of the Corporation’s comparator group. The following table sets out the fees paid to Mercer during the calendar years ending December 31, 2017 and December 31, 2016:

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Our NEOs led the Corporation’s strategy to diversify the business by leveraging our assets, not only the use of our vast equipment fleet, but the knowledge and experience of our human capital, as well. Driving the strategy from the top down, our commitment to a strong safety culture and reputation for expertise in heavy construction and mining, allows us to maintain strong client relationships and win million dollar projects. It has also contributed to the Corporation’s ability to diversify the business by building relationships with new clients. Under the clear direction and strategic leadership of our NEOs, the Corporation achieved the following successes in 2017:

The bulk of NEO compensation is in the form of “at-risk” pay, which aligns with shareholder interests. The following charts outline our mix of annual, short-term and mid- to long-term “at-risk” pay for each level of NEO. More pay is at-risk for higher level NEOs. In determining the appropriate blend, the HRCC considers the following:

Employment Agreements

The Corporation has entered into employment agreements with Mr. Ferron, Mr. Lambert and Mr. Palmer. These employment agreements clarify the obligations between the Corporation and the NEO, including the following:

By entering into these employment agreements, the Corporation is setting their expectations with the executive, thereby mitigating financial risk to the Corporation.

Following is a summary of the various compensation programs applicable to NEOs and the payments generated under each during the calendar year ended December 31, 2017.

Base Salary

Base salaries for the NEOs are reviewed and approved each year by the HRCC with adjustments typically effective July 1st. The Committee may make adjustments to an executive’s salary as a result

of any change in the executive’s duties and responsibilities and based on the performance and contribution of the executive, both on an individual basis and on the performance of the executive’s business unit or division during the previous calendar year. In reviewing the base salaries of the Corporation’s executives, the HRCC also considers comparator group compensation, internal pay relationships, total direct target compensation, total employee cost and the pay position of each executive in the market.

The following table sets out the base salaries as at December 31, 2017:

Since July 2013, Mr. Lambert’s base salary remained at an annual rate of $318,484, until his promotion to President and COO, when his annual base salary was increased to $375,000.

Short-Term Incentive Plan (“STIP”)

Our STIP for executive management is described above in “Executive Compensation Components”. It is the primary vehicle the Corporation uses to reward executives for their contributions to strong financial and operational performance in a particular year. The purpose of the STIP is to motivate executives to help the Corporation achieve its financial goals and to reward them to the extent that goals are achieved. All senior managers, including the NEOs, participate in the STIP.

The key STIP metric for the NEOs is Consolidated EBITDA because it measures profitability which the Corporation believes is a good indicator of overall corporate performance. The HRCC may make recommendations to the Board regarding adjustments to Consolidated EBITDA, thus defining Bonus EBITDA, to eliminate factors not considered to be related to the performance of management. The Bonus EBITDA is the funding mechanism for the STIP and a Bonus EBITDA threshold, determined annually based on EBITDA targets, must be met before any payout could occur. The secondary STIP metric is safety. The factors that make up the safety metric may change from year to year. For the calendar year ending December 31, 2017, the STIP used Total Injury Frequency (TIF) measured by the number of work-related injuries which occur in the normal course of business and includes Fatalities, Lost Time Injuries, Restricted Work Cases, Medical Treatment Cases and First Aid Injuries.

The TIF statistic was selected because it is a “best practice” industry safety metric, aligns with the Corporation’s objective of placing an extremely high degree of focus on health and safety, and is in line with our client’s measurement standards.

Together, Consolidated EBITDA and the safety metric results generate the Bonus EBITDA, comprising 85% of EBITDA performance and 15% safety performance.

The Board approves both the Bonus EBITDA and safety target each year. Both targets are designed to be challenging. For the calendar year ending December 31, 2017, the Board approved the Bonus EBITDA target after having taken into account the results of the 2016 calendar year as well as the budget and business plans prepared. The Board also approved the safety target for the calendar year ending December 31, 2017, taking into consideration the results and areas of focus from the 2016 calendar year.

The Bonus EBITDA results for the calendar year ended December 31, 2017, were 111.4% of the target set by the Board. The safety results for the same period did not meet target; resulting in the STIP pool

for the calendar year 2017 being funded by financial results only, thereby generating 104.5% of target into the pool for NEOs. Despite not meeting the target of a 10% reduction in TIF from 1.01 to 0.91, the Corporation continues to reduce injury severity through prevention initiatives and a strong focus on safety process and culture. For 2017, we reduced the disabling injury rate by 24%, compared to the same time period in 2016. The Corporation did achieve a TIF result of 1.25, which is still considered a strong safety record. The Corporation’s CY2016 TIF results were excellent and a year-over-year reduction makes it a stretch target for the business.

For CY2017, the CEO’s STIP comprises 85% corporate performance and 15% individual performance. For the other NEOs, the STIP comprises 50% corporate performance as described above and 50% individual performance. Incentive opportunities for STIP participants at different levels within our organization are set as a percentage of each individual’s base salary. The payouts for the NEOs range from zero to a maximum of 200% of target bonus, depending on the Corporation’s performance relative to the Bonus EBITDA target, safety target, and the executive’s individual performance.

The HRCC recommends the STIP award for the CEO on the basis of the Corporation’s Bonus EBITDA and safety performance and on the achievement of the CEO’s individual targets. The Board approves the CEO’s STIP award. The HRCC approves the STIP awards for other NEOs, on the recommendation of the CEO, based on the same criteria.

The following table sets forth the STIP target, maximum STIP award for the calendar year ended December 31, 2017, and actual STIP award for each NEO. For any STIP award to occur, a threshold of 75% of EBITDA Target must be met.

Long-Term Incentive Plan (“LTIP”)

The purpose of the Corporation’s equity-based LTIP is to motivate executives to achieve sustained mid and long-term performance, which will increase the value of the Corporation over the long term and generate sustained returns for shareholders. Under the LTIP, incentives are awarded to executives in the form of Performance Share Units (PSUs), with the pay-out value linked to the total shareholder return (TSR) in relation to that of the Corporation’s peer group mentioned earlier, and Restricted Share Units (RSUs), the pay-out value of which is directly linked to share price. Share Options, which were previously awarded under the LTIP, were replaced by PSUs in 2014, though only the CEO received a PSU grant in 2014. The NEOs received the annual PSU and RSU grants commencing in July 2016 and again in July 2017.

The performance metric of TSR in relation to the comparator group has the performance targets as indicated below, which determine the percentage payout upon analysis of results:

PSU Performance Payout Chart

Annual Target LTIP (July 1, 2017):

Annual Target LTIP (future LTIP Grants):

Restricted Share Unit (RSU) Plan at a glance:

Performance Share Unit (PSU) Plan at a glance:

The RSU Plan is part of the Corporation’s LTIP. Under the RSU Plan, an RSU and/or a PSU is a right granted to a participant to receive a cash payment equivalent to the fair market value of a Common Share of the Corporation, or at the discretion of the Corporation, a number of NAEP Common Shares purchased on the open market, as of the maturity date. Certain RSUs granted to the CEO vest over a three-year period, one-third on each anniversary of the grant date. All other RSUs “cliff-vest” on the third anniversary of the grant date. Subject to performance criteria, all PSUs “cliff-vest” on the third anniversary of their grant date. If any dividends are paid on the NAEP Common shares, additional RSUs or PSUs will be credited to the participant to reflect such dividends. The RSU plan provides that, in the event of termination of a participant (with or without cause), all RSUs and PSUs that are not earned RSUs are immediately forfeited, unless otherwise permitted under a participant’s employment agreement. In the event of retirement or disability of a participant, all earned RSUs will be redeemed within 30 days of the maturity date. Any RSUs which have not completed their prescribed term (credited RSUs) will continue to be eligible to become earned RSUs as if the participant was still employed by the Corporation. On the death of a participant, all credited RSUs or PSUs will be deemed earned and will be redeemed within 90 days of the date of the participant’s death, or in the case of PSUs, will be settled following receipt of the results required to measure the performance criteria (refer to the PSU Performance Payout Chart contained in this document). Rights respecting RSUs and PSUs are not transferable or assignable other than by will or the laws of descent and distribution.

In June 2010, the Board approved amendments to the RSU plan in the event of a Change of Control to provide a retention vehicle at a time of employment uncertainty. The amendments provide that 100% of the outstanding RSUs that are not earned RSUs held in the participant’s RSU Account on the date the Change of Control transaction is completed will be deemed to be earned RSUs. The value of the Earned RSUs will be fixed at the date of the Change in Control and final payment deferred until the end of the maximum term (3 years) of the RSU or PSU. Termination provisions in the amendments provide that within 24 months following the Change of Control, if the participant’s employment is terminated by the Participant for any reason other than death, disability, qualified retirement or good reason as defined in the plan, all earned RSUs will be immediately forfeited, unless otherwise permitted under a participant’s employment agreement. In the case of a termination without cause, within 36 months following a Change of Control, all earned RSUs will be paid out.

The Board may amend, suspend or terminate the RSU Plan or any portion thereof at any time. However, no amendment, suspension or termination may materially adversely affect any RSUs or PSUs, or any rights pursuant thereto, granted previously to any participant without the consent of that participant.

The following table outlines the total LTIP awards for the NEOs for the calendar year ended December 31, 2017:

Special LTIP Grant:

In December 2016, and at the recommendation of the CEO, the Board approved special LTIP grants to Mr. Lambert, COO, at the time of the award, and Mr. Palmer. The LTIP grants were made effective January 1, 2017 and comprised RSU and PSU awards to each executive. In line with the compensation philosophy of the Corporation, the grants serve to retain and motivate these members of the executive team who are responsible for the planning, developing and executing of an Operations strategy that will result in increased share value and TSR. Ultimately, these awards provide long-term compensation directly aligned with the shareholders’ interests.

Retirement Arrangements

The Corporation does not have a pension plan. For the calendar year ended December 31, 2017, the total amount the Corporation set aside for pension, retirement and similar benefits for the NEOs was $74,801, consisting of employer matching contributions to the executive officers’ Registered Retirement Savings Plans and Non-Registered Savings Plans.

Benefits Plans

The Corporation provides the NEOs with health, dental, disability and insurance coverage through benefit plans paid for by the Corporation.

Perquisites

NEOs receive a limited number of perquisites that are consistent with market practice for individuals at this level. These include a vehicle allowance, reimbursement for annual dues at a local health or sports club, an annual medical examination and a discretionary health care spending account.

Share Ownership Guidelines

On October 31, 2017, the Board amended the share ownership guidelines originally established in 2013 for senior executive officers. The new guidelines must be achieved by the later of

(i) December 18, 2018 or (ii) five years from the date the senior executive officer is appointed a member of executive management.

All share ownership is to be in the form of equity in the Corporation, in each case represented by NAEP Common Shares, Deferred Share Units (DSUs), Restricted Share Units (RSUs). Once the share ownership threshold is achieved, the number of NAEP Common Shares, DSUs, and RSUs representing the compliance level must be held for at least 30 days to qualify. Thereafter, the number of NAEP Common Shares, DSUs, or RSUs must be maintained to remain compliant, regardless of a subsequent decrease in NAEP Common Share price. The following table summarizes compliance with the share ownership guidelines for each NEO as at December 31, 2017:

ANALYSIS OF CALENDAR YEAR 2017 COMPENSATION DECISIONS REGARDING NEOs

The following outlines the rationale behind key compensation decisions for each of the NEOs for calendar year 2017.

Martin R. Ferron

Mr. Ferron’s base salary was last increased in July 2013, to an annual rate of $625,000 and remained unchanged throughout 2017. Mr. Ferron’s total direct compensation at target is comprised of 71% of pay at risk, with 60% of his LTIP compensation having a TSR performance metric.

Under the STIP, Mr. Ferron’s annual incentive award is based on corporate results and individual achievements. As outlined above, the Corporation achieved 111.4% of the Bonus EBITDA target. In addition to these results, Mr. Ferron’s individual goal achievements included the execution of certain Board-approved strategic initiatives assisting with the placement of a new President, providing mentoring to his executive team, securing a specified amount of work for the Organization for the current year and upcoming fiscal years and returning the Corporation to net profitability, with $0.20 CDN earnings per share ($0.18 CDN fully diluted). Together, these achievements resulted in an STIP payout at 104.5% of target for Mr. Ferron, which resulted in an STIP award of $652,902 for the calendar year ended December 31, 2017.

Under the LTIP, Mr. Ferron was awarded RSUs and PSUs as follows:

Joseph C. Lambert

Since July 2013, Mr. Lambert’s base salary remained at an annual rate of $318,484, until his promotion to President and COO, when his annual rate was increased to $375,000.

Under the STIP, Mr. Lambert’s incentive award is based on corporate results and individual achievements. As outlined above, the Corporation achieved 111.4% of the Bonus EBITDA target. His individual goal achievements included successful revenue diversification onto a coal mine and an additional copper mine; expansion of the Corporation’s services to include heavy equipment maintenance activities for third parties; and improving our exposure to infrastructure project-related opportunities. Together, these achievements resulted in an STIP payout at 104.5% of target for Mr. Lambert, which resulted in an STIP award of $309,140 for calendar year ended December 31, 2017. Mr. Lambert’s full STIP award is based on 75% STIP eligibility for the period January 1 to July 31, 2017 and 100% STIP eligibility, commensurate with his promotion to President and COO for the period August 1 to December 31, 2017.

Under the LTIP, Mr. Lambert was awarded RSUs and PSUs as follows:

Mr. Lambert was also awarded a Special LTIP Grant of RSUs and PSUs, as follows:

Barry W. Palmer

Since July 2013, Mr. Palmer’s base salary has remained at an annual rate of $299,000. No increase was implemented in 2017, based on the position market analysis provided.

Under the STIP, Mr. Palmer’s incentive award is based on corporate results and individual achievements. As outlined above, the Corporation achieved 111.4% of the Bonus EBITDA target. His individual goal achievements included identifying and growing the Corporation’s revenue diversity, assisting in the development of key performers within our operations division and strengthening his job cost analysis skills. Together, these achievements resulted in an STIP payout at 104.5% of target for Mr. Palmer, which resulted in an STIP award of $234,261 for the calendar year ended December 31, 2017.

Under the LTIP, Mr. Palmer was awarded RSUs and PSUs as follows:

Mr. Palmer was also awarded a Special LTIP Grant of RSUs and PSUs, as follows:

Robert J. Butler

Since his promotion to the Executive team in April 2015, Mr. Butler’s base salary has remained at an annual rate of $230,000. No increase was implemented in 2017, based on the position market analysis provided.

Under the STIP, Mr. Butler’s incentive award is based on corporate results and individual achievements. As outlined above, the Corporation achieved 111.4% of the Bonus EBITDA target. His individual goal achievements included contributing to the improvement of equipment costing and negotiating a new credit facility for the Organization. Achievement of these goals resulted in an STIP payout at 104.5% of target for Mr. Butler, which resulted in an STIP award of $180,201 for the calendar year ended December 31, 2017.

Under the LTIP, Mr. Butler was awarded RSUs and PSUs as follows: