The Board of Directors of Methanex Corporation

We consent to the use of:

•our report dated March 8, 2024 on the consolidated financial statements of Methanex Corporation (the “Entity”) which comprise the consolidated statements of financial position as of December 31, 2023 and December 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes, and

•our report dated March 8, 2024 on the effectiveness of the Entity’s internal control over financial reporting as of December 31, 2023

each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2023.

We also consent to the incorporation by reference of such reports in the Registration Statements (No. 333-112624, No. 333-141833, No. 333-194850, and No. 33-217591) on Form S-8 of the Entity.

Exhibit 31.1

I, Rich Sumner, certify that:

1.I have reviewed this annual report on Form 40-F of Methanex Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

5.The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

Exhibit 31.2

I, Dean Richardson, certify that:

1.I have reviewed this annual report on Form 40-F of Methanex Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

5.The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

Senior Vice President, Finance

and Chief Financial Officer

Exhibit 32.1

In connection with the Annual Report of Methanex Corporation (the “Company”) on Form 40-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rich Sumner, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.    the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Exhibit 32.2

In connection with the Annual Report of Methanex Corporation (the “Company”) on Form 40-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean Richardson, Senior Vice President, Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.    the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Senior Vice President, Finance
and Chief Financial Officer

        

    

1.1    This document sets forth the Methanex Corporation Recoupment Policy as amended and restated effective November 16, 2023. This Recoupment Policy has been adopted by resolution of the Board in accordance with certain listing standards of the Nasdaq Stock Market LLC mandated by Rule 10D-1, to facilitate reasonably prompt recovery by the Company of the amount of any Incentive- Based Compensation that is deemed to have been erroneously awarded in the event that the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirement under relevant Securities Laws.

1.2    In this Recoupment Policy, the following terms will have the following meanings:

(a)    “Accounting Restatement” means an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under the Securities Laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period;

(b)    “Board” means the Board of Directors of the Company;

(c)    “Canadian Securities Laws” means all applicable securities laws of each of the provinces of Canada in which the Company is a “reporting issuer”, and the respective rules and regulations made and forms prescribed under such laws, together with all applicable published instruments, policy statements, blanket orders, rulings and notices adopted by the securities regulatory authorities in such provinces;

(d)    “Company” means Methanex Corporation;

(e)    “Human Resources Committee” means the Human Resources Committee of the Board;

(f)    “Effective Date” means the effective date of this Recoupment Policy, being the 16th day of November, 2023;

(g)    “Erroneously Awarded Incentive-Based Compensation” means that portion of any Incentive-Based Compensation that has been paid to an Executive Officer and is recoverable under Section 4.1 of this Recoupment Policy, as such Erroneously Awarded Incentive-Based Compensation is determined under this Recoupment Policy;

(h)    “Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

(i)    “Executive Officer” means any individual deemed to be an “executive officer” of the     Company under Rule 10D-1;

(j)    “Financial Reporting Measures” means any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures whether or not the measure is presented within the financial statements or included in a filing with the SEC. For greater certainty, stock price and TSR are included in the definition of Financial Reporting Measures;

(k)    “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure;

(l)    “MJDS” means the United States/Canada multi-jurisdictional disclosure system;

(m)    “Nasdaq” means The Nasdaq Stock Market LLC:

(n)    “Received” means, in the context of Incentive-Based Compensation, the actual or deemed receipt in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period;

(o)    “Recovery Period” has the meaning set forth in Section 4.4;

(p)    “Recoupment Policy” means this policy for the recovery of erroneously awarded executive compensation;

(q)    “Rule 10D-1” means Rule 10D-1 adopted by the SEC under the Exchange Act;

(r)    “SEC” means the United States Securities and Exchange Commission;

(s)    “SEC Final Release” means the final release no. 34-96159 of the SEC entitled “Listing Standards of Recovery of Erroneously Awarded Compensation” in respect of the adoption of Rule 10D-1 pursuant to the requirements of Section 10D of the Exchange Act;

(t)    “Securities Laws” means the Exchange Act and the U.S. Securities Act and, to the extent that the Company has filed any of its financial statements with the SEC under the Exchange Act in reliance on the MJDS, Canadian Securities Laws;

(u)    “TSR” means total shareholder return; and

(v)    “U.S. Securities Act” means the United States Securities Act of 1933, as amended.

2.1    This Recoupment Policy will be administered by the Human Resources Committee which will be empowered to, with consideration of applicable Securities Laws,

(a)    interpret and administer this Recoupment Policy,

(b)    make determinations as to whether any Incentive-Based Compensation that has been Received by the current and former Executive Officers of the Company constitutes Erroneously Awarded Incentive-Based Compensation in the event of an Accounting Restatement,

(c)    take action to enforce on behalf of the Company any recovery of any Erroneously Awarded Incentive-Based Compensation pursuant to the provisions of this Recoupment Policy,

(d)    make any other determinations that the Human Resources Committee deems necessary or desirable to give effect to the objectives of this Recoupment Policy, and

(e)    periodically review legislative developments that may have an impact on this Recoupment Policy, and report to the Board any recommendations.

2.2    This Recoupment Policy is intended to meet the requirements of Nasdaq Listing Rule 5608 and will be interpreted by the Human Resources Committee consistent with the SEC’s interpretation of Rule 10D-1, including the guidance of the SEC set forth in the SEC Final Release and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. This Recoupment Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s chief executive officer and chief financial officer.

2.3    The Human Resources Committee may require that any employment agreement, offer letter, compensation plan, equity award agreement, or any other agreement entered into on or after the Effective Date require an Executive Officer to agree to abide by the terms of this Recoupment Policy.

3.1    This Recoupment Policy will be applied to all Incentive-Based Compensation that is Received by an Executive Officer on or after the Effective Date.

3.2    The Human Resources Committee will determine from time-to-time the individuals that are deemed to be subject to the Recoupment Policy by virtue of being considered an Executive Officer.

3.3    The Accounting Restatements that will trigger the obligation to recover Erroneously Awarded Incentive-Based Compensation will include any restatement of any of the financial statements of the Company filed with the SEC under the Exchange Act to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For clarity, Accounting Restatements include for the purposes of this Recoupment Policy both:

(a)    big “R” restatements, being restatements to correct an error material to previously issued financial statements; and

(b)    little “r” restatements, being restatements to correct errors that were not material to those previously issued financial statements but would result in a material misstatement if (i) the errors were left uncorrected in the current report or (ii) the error correction was recognized in the current period.

3.4    Incentive-Based Compensation will be deemed Received in the fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award was attained, even if the payment or grant occurs after the end of that period.

4.1    In that event that the Company is required to prepare an Accounting Restatement, the Company will reasonably promptly take action to recover the amount of any Erroneously Awarded Incentive-Based Compensation that has been Received by each applicable Executive Officer:

(a)    after beginning services as an Executive Officer;

(b)    who served as Executive Officer at any time during the performance period for that Incentive-Based Compensation;

(c)    while the Company has a class of securities listed on Nasdaq (or another national securities exchange in the United States); and

(d)    during the three completed fiscal years immediately preceding the date on which the Company was required to prepare the Accounting Statement, as this three-year period is determined under Section 4.4 below.

4.2    Recovery will be required on a “no fault” basis, without regard to whether an Executive Officer engaged in any misconduct or whether the Executive Officer was responsible for the erroneous financial statements that led to the Accounting Restatement.

4.3    The date on which the Company is deemed to be required to prepare an Accounting Statement for the purposes of determining the Recovery Period under Section 4.1 will be the earlier to occur of:

(a)        the date that the Board or a committee of the Board concludes, or reasonably should have concluded that the Company, is required to prepare an Accounting Restatement; or

(b)    the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

4.4    The recovery period for the determination of Erroneously Awarded Incentive-Based Compensation (the “Recovery Period”) will be determined as the three completed fiscal years immediately preceding the date that the Company is required to prepare an Accounting Restatement, as that date is determined under Section 4.3. In the event of a change in the financial year of the Company, the Recovery Period will also include any transition period that results from a change in the Company’s fiscal year within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year.

4.5    Recovery will be made against each current and former Executive Officer who has Received Incentive-Based Compensation during the three-year Recovery Period to the extent that such Incentive-Based Compensation is determined to be Erroneously Awarded Incentive-Based Compensation. Recovery of Incentive-Based Compensation received while an individual was serving in a non-executive capacity prior to becoming an Executive Officer is not subject to this Recoupment Policy and recovery will not be required. An award of incentive-based compensation granted to an individual before the individual becomes an Executive Officer will be subject to this Recoupment Policy, so long as the Incentive-Based Compensation was received by the individual at any time during the performance period after beginning service as an Executive Officer.

4.6    The amount of any Erroneously Awarded Incentive-Based Compensation to be recovered under Section 4.1 will be determined as follows for each applicable Executive Officer:

(a)    the amount of Incentive-Based Compensation that has been Received by the Executive Officer during the Recovery Period to which this Recoupment Policy applies, less

(b)    the amount of the Incentive-Based Compensation that would have been received in respect of the Recovery Period had the Incentive-Based Compensation been determined based on the restated amount.

4.7    Erroneously Awarded Incentive-Based Compensation will include any Incentive-Based Compensation that was based on stock price or TSR to the extent that the Incentive-Based Compensation was inaccurate as a result of the Accounting Restatement. For Incentive-Based Compensation based on stock price or TSR, where the amount of Erroneously Awarded Incentive- Based Compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement:

(a)    the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received, and

(b)    the amount of the Incentive-Based Compensation that would have been received in respect of the Recovery Period had the Incentive-Based Compensation been determined based on the restated amount.

4.8    The Human Resources Committee shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation.

4.9    The amount of any Erroneously Awarded Incentive-Based Compensation will be computed without regard to any taxes paid by the Executive Officer.

4.10    To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Recoupment Policy.

4.11    Notwithstanding anything in this Recoupment Policy, in no event will the Company be required to award any Executive Officer an additional payment or other compensation if the Accounting Restatement would have resulted in the grant, payment or vesting of Incentive-Based Compensation that is greater than the Incentive-Based Compensation actually received by the affected Executive Officer. The recovery of Erroneously Awarded Incentive-Based Compensation is not dependent on if or when the restatement is filed.

5.1    Upon a determination by the Human Resources Committee that the Company is obligated to recover Erroneously Awarded Incentive-Based Compensation under Section 4.1, the Company will take steps to recover such Erroneously Awarded Incentive-Based Compensation other than in circumstances where the Human Resources Committee, or a majority of the independent directors of the Board, has made a determination that recovery would be impracticable.

5.2    The Human Resources Committee may consider the establishment of a deferred payment where recovery is required from an Executive Officer and where the deferred payment plan allows the Executive Officer to repay the Erroneously Awarded Incentive-Based Compensation as soon as possible without unreasonable economic hardship to the Executive Officer, depending on the facts and circumstances; provided that any such deferred payment plan shall be narrowly tailored to the Erroneously Awarded Incentive-Based Compensation being recovered so as not to constitute a personal loan to the Executive Officer that is prohibited by Section 13(k) of the Exchange Act.

5.3    This Recoupment Policy does not preclude the Company from taking any other action to enforce an Executive Officer’s obligations to the Company or limit any other remedies that the Company may have available to it and any other actions that the Company may take, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities.

6.1    The Company shall not be permitted to indemnify or insure any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Recoupment Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Recoupment Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Recoupment Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Recoupment Policy).

6.2    The Company will not purchase or pay or reimburse any Executive Officer for any insurance policy to cover losses incurred by any Executive Officer under this Recoupment Policy.

7.1    In addition to any authority provided under its mandate, the Human Resources Committee will have the authority to engage and retain independent legal counsel, independent accounting advisors and any outside professional advisor that it determines necessary to carry out its duties, at the expense of the Company, without the Board’s approval and at any time, and has the authority to determine any such advisor’s fees and other retention terms.

7.2    In the event that the Company is required to recover any Erroneously Awarded Incentive- Based Compensation under this Recoupment Policy, such recovery efforts will be undertaken with the supervision of the office of the General Counsel under oversight of the Human Resources Committee, provided that Human Resources Committee will directly supervise such efforts in the event of that the General Counsel is an Executive Officer who is subject to recovery.

In this Annual Information Form ("AIF"), a reference to the "Company" refers to Methanex Corporation and a reference to "Methanex," "we," "us," "our" and similar words refers to the Company and its subsidiaries or any one of them as the context requires, as well as their respective interests in joint ventures and partnerships.

We use the United States dollar as our reporting currency. Accordingly, unless otherwise indicated, all dollar amounts in this AIF are stated in United States dollars.

In this AIF, unless the context otherwise indicates, all references to "methanol" are to chemical-grade methanol. Methanol’s chemical formula is CH3OH and it is also known as methyl alcohol.

In this AIF, we incorporate by reference our 2023 Management’s Discussion and Analysis ("2023 MD&A"), which contains information required to be included in this AIF. The 2023 MD&A is publicly accessible and is filed on the Canadian Securities Administrators’ SEDAR website at www.sedarplus.ca and on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov.

The approximate conversion of measurement used in this AIF is as follows:

1 tonne of methanol = 332.6 US gallons of methanol

Some of the historical price data and supply and demand statistics for methanol and certain other industry data contained in this AIF are derived by the Company from industry consultants or from recognized industry reports regularly published by independent consulting and data compilation organizations in the methanol industry, including Chemical Market Analytics by OPIS, a Dow Jones company, Tecnon OrbiChem Ltd., Argus, ICIS, S&P Global Platts and Methanol Market Services Asia. Industry consultants and industry publications generally state that the information provided has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon in these reports.

Responsible Care® is a registered trademark of the Chemistry Industry Association of Canada and is used under license by us.

This document contains forward-looking statements with respect to us and our industry. These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Statements that include the words "believes," "expects," "may," "will," "should," "potential," "estimates," "anticipates," "aim," "goal," "targets," "plan," "predict" or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking statements.

More particularly and without limitation, any statements regarding the following are forward-looking statements:

 

 

 

Having in mind these and other factors, investors and other readers are cautioned not to place undue reliance on forward-looking statements. They are not a substitute for the exercise of one’s own due diligence and judgment. The outcomes implied by forward-looking statements may not occur and we do not undertake to update forward-looking statements except as required by applicable securities laws.

Methanex Corporation was incorporated under the laws of Alberta on March 11, 1968, and was continued under the Canada Business Corporations Act on March 5, 1992. Its registered and head office is located at 1800 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, V6C 3M1 (telephone: 604-661-2600).

The following chart includes the Company’s principal operating subsidiaries as of December 31, 2023, and, for each subsidiary, its place of organization and the Company’s percentage of voting interests beneficially owned or over which the Company exercises control or direction. The chart also shows our principal production facilities and their locations.

Methanol is a clear liquid commodity chemical that is produced from natural gas and is also produced from coal, particularly in China. Traditional chemical demand, which represents approximately 50% of global methanol demand, is used to produce traditional chemical derivatives, including formaldehyde, acetic acid and a variety of other chemicals that form the basis of a wide variety of industrial and consumer products. Demand for energy-related applications, which represents over 30% of global methanol demand, includes several applications including methyl tertiary-butyl ether ("MTBE"), fuel applications (including vehicle fuel, marine fuel and other thermal applications), di-methyl ether ("DME") and biodiesel. Demand into methanol-to-olefins ("MTO") represents over 15% of global methanol demand. MTO plants produce light olefins which have wide applications in packaging, textiles, plastic parts and automotive components.

We are the world’s largest producer and supplier of methanol to the major international markets in Asia Pacific, North America, Europe and South America. Our total annual operating capacity, including Methanex's interests in jointly owned plants, is currently 9.3 million tonnes and is located in the United States, New Zealand, Trinidad and Tobago, Chile, Egypt, and Canada. In addition to the methanol produced at our sites, we purchase methanol produced by others under methanol offtake contracts and on the spot market. This gives us flexibility in managing our supply chain while continuing to meet customer needs and support our marketing efforts. We have marketing rights for 100% of the production from the jointly-owned plants in Trinidad and Tobago and in Egypt, which provides us with an additional 1.3 million tonnes per year of methanol offtake supply when the plants are operating at full capacity.

Refer to the Production section on page 15 for more information regarding production at our plants.

On January 7, 2021, as a result of not being successful in reaching an agreement for an economic longer-term natural gas agreement, the Company announced that it expected its Titan methanol facility in Trinidad to remain idled indefinitely. In order to reduce costs while continuing efforts to secure longer-term gas supply, the Company restructured its Trinidad operations to support a one-plant operation and reduced its Trinidad workforce by approximately 60 positions.

On July 15, 2021, the Company and Mitsui O.S.K. Lines (“MOL”) announced that they had reached agreement on Key Commercial Terms for a strategic partnership involving the Company’s Waterfront Shipping subsidiary, with MOL acquiring a 40 percent minority interest for $145 million.

On July 16, 2021, the Company announced that it was restarting construction on its advantaged Geismar 3 project in October 2021, with commercial operations targeted for the end of 2023 or early 2024. The decision was made as a result of positive methanol industry fundamentals and the completion of certain deleveraging initiatives. Credit facility amendments were also made to further strengthen the Company's balance sheet and enhance its financial flexibility, including repaying the $173 million drawn on the Company’s Geismar 3 construction facility, reducing the facility to $600 million and extending its maturity to 2025. The maturity of the Company’s undrawn $300 million revolving credit facility was also extended to 2026 pursuant to an amended and restated credit agreement. On this date the Company also announced a reset of the quarterly dividend to $0.125 per share from $0.0375 per share.

On September 16, 2021, the Company announced that its Board of Directors approved a normal course issuer bid to commence on September 24, 2021, pursuant to which the Company could purchase up to 3,810,464 common shares, representing 5% of the public float at the time of the announcement.

On October 27, 2021, the Company announced that it had concluded definitive agreements for the Company and MOL to establish a strategic partnership involving the Company’s Waterfront Shipping subsidiary, with MOL acquiring a 40 percent minority interest for $145 million, subject to regulatory approval.

On January 26, 2022, in reporting its fourth quarter 2021 results, the Company announced the restart of its Chile IV plant in early October 2021.

On February 1, 2022, the Company and MOL announced the completion of the previously announced strategic partnership involving the Company’s Waterfront Shipping subsidiary, with MOL acquiring a 40 percent minority interest for $145 million.

On April 27, 2022, the Company announced that its Board of Directors approved an amendment to its existing normal course issuer bid originally announced on September 16, 2021, which increased the number of common shares that could be purchased under the bid from 3,810,464 to 6,094,171, representing 10% of the public float at the time of the original announcement.

On September 15, 2022, the Company announced that its Board of Directors approved a normal course issuer bid to commence on September 26, 2022, pursuant to which the Company may purchase up to 3,506,405 common shares, representing 5% of the public float at the time of the announcement, subject to approval by the Toronto Stock Exchange.

On September 15, 2022, the Board of Directors of the Company announced that John Floren will retire as President and CEO and from the Board as of December 31, 2022, and that, following a comprehensive multi-year succession process, the Board appointed Rich Sumner as President and Chief Executive Officer and member of the Board of Directors, effective January 1, 2023.

On September 21, 2022, the Company announced that the Toronto Stock Exchange approved the Company’s previously announced normal course issuer bid, pursuant to which the Company may purchase for cancellation up to 3,506,405 common shares, representing 5% of the 70,128,109 common shares issued and outstanding as of September 15, 2022.

On December 13, 2022, the Company announced the following appointments to its executive leadership team:

–Dean Richardson, Vice President, Corporate Finance at the time of the announcement, was appointed as Senior Vice President, Finance and Chief Financial Officer as of February 1, 2023. Ian Cameron retired from his role as Senior Vice President, Finance and Chief Financial Officer.

–Kevin Maloney, Vice President, Corporate Development at the time of the announcement, was appointed Senior Vice President, Corporate Development as of January 1, 2023. Vanessa James stepped down from her role as Senior Vice President, Corporate Development and Sustainability.

–Gustavo Parra, Vice President, Manufacturing Strategy and Planning at the time of the announcement, was appointed Senior Vice President, Manufacturing as of January 1, 2023. Kevin Henderson retired as Senior Vice President, Manufacturing.

–Karine Delbarre, Vice President, North America Marketing & Logistics at the time of the announcement, was appointed Senior Vice President, Global Marketing & Logistics as of January 1, 2023, filling the vacancy left by Rich Sumner following his appointment as President and CEO.

–Mark Allard, Vice President of North America Manufacturing at the time of the announcement, was appointed Senior Vice President, Low Carbon Solutions as of January 1, 2023. The newly formed role will be focused on capitalizing on the demand and supply opportunities for low-carbon methanol.

–Kevin Price, General Counsel & Corporate Secretary at the time of the announcement, was appointed as Senior Vice President, General Counsel & Corporate Secretary as of January 1, 2023.

On October 13, 2023, the Company announced that it had signed a two-year natural gas supply agreement with the National Gas Company of Trinidad and Tobago ("NGC") for its Titan methanol plant, which is currently idled, to restart operations in September 2024. Simultaneously, the Company announced its intention to idle its Atlas methanol plant in September 2024, when its legacy 20-year natural gas supply agreement expires.

On October 25, 2023, the Company announced the restart of its Chile I plant in September with increased gas availability from Argentina and an increase in 2023 production guidance for Chile from 0.8-0.9 million tonnes to 0.9-1.0 million tonnes.

On November 22, 2023, the Company announced that its 1.26 million tonne Egypt methanol production facility was impacted by an unplanned outage in mid-October as a result of a mechanical failure in the synthesis gas compressor, The unit was removed from service for repairs on an expedited schedule. Production was expected to resume towards the end of the first quarter of 2024.

We manage our natural gas costs in two ways: through gas contracts linked to methanol price and through fixed price contracts. Our production facilities outside North America are largely underpinned by natural gas purchase agreements where the natural gas price is linked to methanol prices. This pricing relationship enables these facilities to be competitive throughout the methanol price cycle. In North America, we have fixed price contracts and hedges in place targeting minimum operating rate requirements of approximately 70% in the near term. We purchase our remaining North American gas requirements through the spot market.

Our production facilities are well located to supply global methanol markets and we take a long-term approach to contracting shipping capacity to meet customer needs. Nonetheless, the cost to distribute methanol from production locations to customers is a significant component of total operating costs. These include costs for ocean shipping, in-market storage facilities and in-market distribution. We focus on identifying initiatives to reduce these costs, including optimizing the use of our shipping fleet, third-party backhaul arrangements and taking advantage of prevailing conditions in the shipping market by varying the type and term of ocean vessel contracts.

We also look for opportunities to leverage our global asset position by entering into geographic product exchanges with other methanol producers to reduce distribution and transportation costs.

Based on the diversity of end products in which methanol is used, demand for methanol is driven by a number of factors, including: the strength of global and regional economies, industrial production levels, energy prices, pricing of end products, downstream capacity additions and government regulations and policies.

We estimate that global methanol demand increased to approximately 91 million tonnes in 2023 driven primarily by growth in China.

Outside of China, traditional demand decreased slightly due to ongoing macro-economic headwinds and the impact of inflation and the resulting monetary policy actions on the rate of industrial activity. This was offset by growing demand in China from traditional chemical derivatives driven by higher GDP growth as compared to 2022, higher demand from energy-related applications with increased global mobility, and strong operating rates in the second half of the year from the methanol-to-olefins (MTO) sector.

Traditional chemical demand, which represents approximately 50% of global methanol demand, is used to produce traditional chemical derivatives, including formaldehyde, acetic acid and a variety of other chemicals that form the basis of a wide variety of industrial and consumer products. Over the long term, we believe that traditional chemical demand is influenced by the strength of global and regional economies and industrial production levels. The use of methanol derivatives such as formaldehyde and acetic acid in the building industry means that building and construction cycles and the level of wood products production, housing starts and consumer spending are important factors in determining demand for such derivatives. Demand is also affected by automobile production, durable goods production, industrial investment and environmental and health trends, as well as new product development. Historically, chemical derivative demand for methanol has been relatively insensitive to changes in methanol prices. We believe this demand inelasticity is because there are limited, if any, cost-effective substitutes for methanol-based chemical derivative products and because methanol costs in most cases account for only a small portion of the value of many of the end products.

In 2023, methanol demand to produce formaldehyde represented approximately 25% of global methanol demand. The largest use for formaldehyde is as a component of urea-formaldehyde and phenol-formaldehyde resins, which are used as wood adhesives for plywood, particleboard, oriented strand board, medium-density fibreboard and other reconstituted or engineered wood products. There is also demand for formaldehyde as a raw material for engineering plastics and in the manufacture of a variety of other products, including elastomers, paints, building products, foams, polyurethane, and automotive products.

In 2023, methanol used to produce acetic acid represented approximately 10% of global methanol demand. Acetic acid is a chemical intermediate used principally in the production of vinyl acetate monomer, acetic anhydride, purified terephthalic acid and acetate solvents, which are used in a wide variety of products, including adhesives, paper, paints, plastics, resins, solvents, pharmaceuticals, and textiles.

In 2023, the remaining chemical derivative demand for methanol represented approximately 15% of global methanol and is used in the manufacture of methylamines, methyl methacrylate and a diverse range of other chemical products that are ultimately used to make products such as adhesives, coatings, plastics, film, textiles, paints, solvents, paint removers, polyester resins and fibres, explosives, herbicides, pesticides, poultry feed additives and a variety of health and pharmaceutical products. Other end uses include silicone products, aerosol products, de-icing fluid, windshield washer fluid for automobiles and antifreeze for pipeline dehydration.

Demand for energy-related applications, which represents over 30% of global methanol demand, includes a number of applications including methyl tertiary-butyl ether ("MTBE"), fuel applications (including vehicle fuel, marine fuel and a fuel for industrial boilers and kilns), di-methyl ether and biodiesel. We believe that demand for energy-related applications will be influenced by energy prices, pricing of end products, and government policies that are playing an increasing role in encouraging new applications for methanol due to its emissions benefits as a fuel.

Ongoing regulatory changes as part of the global energy transition along with other factors have led to a growing interest in methanol as a fuel due to its cleaner-burning attributes and potential to reduce greenhouse gas emissions.

MTBE is used primarily as an oxygenate blended in gasoline to contribute octane and reduce the amount of harmful exhaust emissions from motor vehicles. MTBE is an efficient and cost-competitive gasoline component and, as such, is increasingly used in developing countries targeting gasoline pool extension and clean air benefits at a cost lower than that of alternatives. Asia represents the majority of global MTBE demand, with China being a significant market. China is the world’s largest automotive market with growing gasoline demand and has publicly stated its desire to reduce exhaust emissions. In the US, MTBE production continues to increase for export markets (Latin America and Europe mainly) as idled assets have restarted and a new project is under construction. By the end of 2023, approximately 11 million tonnes of methanol, or 12% of global demand, was consumed for the production of MTBE. We believe that global demand for MTBE will experience growth over the coming years.

Methanol can be used as a marine fuel, vehicle fuel and as a fuel for industrial boilers, kilns and for cooking stoves.

Methanol is also used in the production of di-methyl ether (DME) and biodiesel. DME is a clean-burning fuel that can be stored and transported like LPG. It is used for household cooking, heating, and a clean-burning substitute for diesel fuel in transportation, although, this application has not yet entered widespread commercialization. Biodiesel is a renewable biofuel and its primary use is in transportation. In 2023, global methanol demand for use in DME and biodiesel was estimated at eight million tonnes, or over 8% of global demand.

In 2023, global methanol demand for use in all fuel applications mentioned above was estimated at approximately 19 million tonnes, or over 20%.

Demand for MTO applications represents over 15% of global methanol demand. The future operating rates and methanol consumption of MTO producers will depend on a number of factors, including pricing for their various final products, the degree of downstream integration of these units with other products, the impact of olefin industry feedstock costs, including naphtha, on relative competitiveness and plant maintenance schedules.

Light olefins (ethylene and propylene) are the basic building blocks used to make many everyday products that have wide application in packaging, textiles, plastic parts and containers, and automotive components. Olefins can be produced from various feedstocks, including naphtha, liquefied petroleum gas, ethane and methanol. In 2023, over 16 million tonnes of methanol, or over 15% of global demand, in the merchant market was consumed by MTO plants in China (excluding demand from upstream-integrated coal-to-olefins plants).

We estimate the current MTO capacity for merchant methanol to be approximately 20 million tonnes per annum excluding the integrated coal-to-methanol (CTO) facilities.

Methanol industry supply is impacted by the cost of production, methanol industry operating rates and new methanol industry capacity additions.

The industry has historically operated below stated capacity on a consistent basis, even in periods of high methanol prices, primarily due to shutdowns for planned or unplanned maintenance and feedstock shortages and/or uneconomical feedstock costs. Methanol industry supply can increase through improving operating rates of existing methanol plants.

Methanol industry capacity can increase through the construction of new methanol plants, by restarting idle methanol plants, or by expanding or debottlenecking existing plants to increase their operating capacity. There is typically a span of four to six years to plan and construct a new world-scale methanol plant.

Typical of most commodity chemicals, periods of high methanol prices encourage high-cost producers to operate at maximum rates and encourage the construction of new plants and expansion projects, leading to the possibility of oversupply in the market. However, historically, many of the announced capacity additions have not been constructed for a variety of reasons. There are significant barriers to entry in this industry. The construction of world-scale methanol facilities requires significant capital over a long lead time, a location with access to significant natural gas or coal feedstock with appropriate pricing, and an ability to market and deliver methanol cost-effectively and reliably to customers.

In 2023, approximately two to three million tonnes of new production capacity was added in China. In Iran, a new plant was commissioned at the end of 2023 but plant operating rates continue to be uncertain and challenged due to the impact of sanctions, plant technical issues and seasonal natural gas constraints. The methanol industry ran at similar rates in 2023 compared to 2022.

The methanol business is a highly competitive commodity industry and future methanol prices will ultimately depend on the strength of global demand and methanol industry supply but can also be impacted by other factors such as global trade disputes and government sanctions. Methanol demand and industry supply are driven by several factors as described above. Methanol prices have historically been, and are expected to continue to be, characterized by cyclicality. We are not able to predict future methanol prices, which are driven by several factors that are beyond our control.

We publish regional non-discounted reference prices for each major methanol market and these posted prices are reviewed and revised monthly or quarterly based on industry fundamentals and market conditions. Most of our customer contracts use published Methanex reference prices as a basis for pricing, and we offer discounts to customers based on various factors.

1 In January 2022 Methanex introduced a separate price posting for China (China Posted Contract Price), prior to this the Asian Posted Contract Price (APCP) was used for all Asia Pacific and China customers.

The methanol manufacturing process used in our facilities typically involves heating natural gas, mixing it with steam and passing it over a nickel catalyst where the mixture is converted into carbon monoxide, carbon dioxide and hydrogen. This reformed gas (also known as synthesis gas or syngas) is then cooled, compressed and passed over a copper-zinc catalyst to produce crude methanol. Crude methanol consists of approximately 80% methanol and 20% water by weight. To produce chemical-grade methanol, crude methanol is distilled to remove water, higher alcohols and other impurities.

We endeavour to operate our production facilities around the world in an optimal manner to lower our overall delivered cost of methanol.

Scheduled shutdowns of plants are necessary to change catalysts or perform maintenance activities that cannot otherwise be completed with the plant operating (a process commonly known as a turnaround). These shutdowns typically take between 30 and 45 days. Catalysts generally need to be changed every three to six years depending on technology. Careful planning and scheduling is required to ensure that maintenance and repairs can be carried out during turnarounds. In addition, both scheduled and unscheduled shutdowns may occur between turnarounds. We prepare a long-term turnaround schedule that is updated annually for all of our production facilities.

The following table details the annual operating capacity and actual production at our facilities in 2023 and 2022:

(1)The annual operating capacity of our production facilities may be higher or lower than original nameplate capacity as, over time, these figures have been adjusted to reflect ongoing operating efficiencies. Actual production for a facility in any given year may be higher or lower than operating capacity due to a number of factors, including natural gas availability, feedstock composition, the age of the facility's catalyst, turnarounds and access to CO2 from external suppliers for certain facilities. We review and update the operating capacity of our production facilities on a regular basis based on historical performance.

(2)The operating capacity of USA (Geismar) does not include the incremental capacity from the Geismar 3 plant (1.8 million tonnes) that is starting up in 2024. (refer to the Natural Gas Supply - United States section below).

(3)The operating capacity of New Zealand is made up of the two Motunui facilities and the Waitara Valley facility. The Waitara Valley facility is idled indefinitely due to natural gas constraints.(refer to the Natural Gas Supply – New Zealand section below).

(4)The operating capacity of Trinidad is made up of the Titan (100% interest) and Atlas (63.1% interest) facilities. (refer to the Natural Gas Supply – Trinidad and Tobago section below).

Refer to the Production Summary section of our 2023 MD&A for more information.

We sell methanol on a worldwide basis to every major market through an extensive marketing and distribution system with marketing offices in North America (Dallas and Vancouver), Europe (Brussels), Asia Pacific (Hong Kong, Shanghai, Tokyo, Seoul and Beijing), South America (Santiago) and the Middle East (Dubai). Most of our customers are large global or regional petrochemical manufacturers or distributors.

We believe our ability to sell methanol from geographically dispersed production sites enhances our ability to serve major chemical and petrochemical producers as customers for whom reliability of supply and quality of service are important.

In addition to selling methanol that we produce at our own facilities, we also sell methanol that we purchase from other suppliers through methanol purchase agreements and on the spot market. This provides us with flexibility in our supply chain and allows us to reliably meet customer commitments.

All of our methanol production facilities are located adjacent to deepwater ports, except for Medicine Hat which mainly services the regional market via rail and truck. Methanol is transported from our coastal plants by pipeline to these ports for shipping. We currently own or manage a fleet of approximately 30 ocean-going vessels to ship this methanol. We lease or own in-region storage and terminal facilities in North America, Europe, South America and Asia Pacific. We also use barge, rail, pipelines and, to a lesser extent, truck transport in our delivery system.

To retain optimal flexibility in managing our shipping fleet, we have entered into short-term and long-term time charter agreements covering vessels with a range of capacities. We also ship methanol under contracts of affreightment and through spot arrangements. We use larger vessels as key elements in our supply chain to move product from our production facilities to storage facilities located in major ports and for direct delivery to some customers. We also use smaller vessels capable of entering into restricted ports to deliver directly to other customers.

The cost to distribute methanol to customers represents a significant component of our operating costs. These include costs for ocean shipping, storage and distribution. We focus on identifying initiatives to reduce costs, including optimizing the use of our shipping fleet, third-party backhaul arrangements and taking advantage of prevailing conditions in the shipping market by varying the type and term of ocean vessel contracts. We also look for opportunities to leverage our global asset position by entering into geographic product exchanges with other methanol producers to reduce distribution and transportation costs. We are continuously investigating opportunities to further improve the efficiency and cost-effectiveness of distributing methanol from our production facilities to customers.

Our production site in Trinidad and Tobago is ideally located to supply customers in all global markets. Our plants in New Zealand primarily supply customers in the Asia Pacific region, but can also supply European, North American and South American markets when required. Our production site in Chile can supply all global regions due to its geographic location. Our Egypt plant primarily services the domestic Egypt market and our European markets but can also supply the Asia Pacific region. Our Medicine Hat plant serves our customer base in North America and the Geismar plants can serve customers across North America, Europe and the Asia Pacific region.

We have three plants in New Zealand with a total operating capacity of 2.2 million tonnes of methanol per year. Two plants are located at Motunui and can produce 1.7 million tonnes per year and the third is located at nearby Waitara Valley and can produce 0.5 million tonnes. The Waitara Valley Plant was idled indefinitely in the first quarter of 2021 due to a lack of available gas supply.

We have entered into several agreements with various natural gas suppliers with terms that range in length up to 2029. All gas supply agreements in New Zealand are take-or-pay agreements and include U.S. dollar base and variable price components where the variable price component is adjusted by a formula linked to methanol prices above a certain level. We believe this pricing relationship enables these facilities to be competitive at all points in the methanol price cycle. Certain contracts require the supplier to deliver a minimum amount of natural gas with additional volume dependent on the success of exploring and developing the related natural gas field.

Natural gas for our Atlas methanol production facility in Trinidad and Tobago, with our share of total production capacity being 1.1 million tonnes per year, is supplied under a take-or-pay contract with the National Gas Company of Trinidad and Tobago Limited ("NGC"), which purchases the natural gas from upstream gas producers. The contract for Atlas has a U.S. dollar base and variable price components, where the variable portion is adjusted by a formula linked to methanol prices above a certain level and expires in September 2024.

Natural gas for our two plants in Chile is supplied by various producers in Chile and Argentina. A portion of the contracted gas is subject to deliver-or-pay and take-or-pay provisions. Our current gas agreements and gas export permits from Argentina provide for sufficient gas to allow for a two-plant operation in Chile during the Southern hemisphere summer months.

In 2023, one plant operated throughout the year and a second plant operated for seven months.

In 2023, we received natural gas from Argentina from four different natural gas suppliers pursuant to firm supply agreements from September through December 2023. We also received Argentine natural gas in 2023 from a fifth supplier, YPF S.A., from January until April 2023 and from October through December 2023. We have a gas supply agreement with YPF S.A. that expires at the end of 2025.

The price paid for natural gas for our Chilean facilities from our Chilean and Argentine suppliers is a U.S. dollar base price plus a variable price component that is adjusted by a formula linked to methanol prices above a certain level.

We have substantial operations and investments outside of North America, and as such we are affected by foreign political developments and federal, provincial, state and other local laws and regulations. We are subject to risks inherent in foreign operations, including loss of revenue, property and equipment as a result of expropriation; import or export restrictions; anti-dumping measures; nationalization, war, civil unrest, insurrection, acts of terrorism and other political risks; increases in duties, taxes and governmental royalties; renegotiation of contracts with governmental entities; as well as changes in laws or policies or other actions by governments that may adversely affect our operations. We are also subject to potential trade risks associated with geopolitical disputes between countries in which we operate.

We derive a substantial portion of our revenue from production and sales by subsidiaries outside of Canada, and the payment of dividends or the making of other cash payments or advances by these subsidiaries to us may be subject to restrictions or exchange controls on the transfer of funds in or out of the respective countries or result in the imposition of taxes on such payments or advances. We have organized our foreign operations in part based on certain assumptions about various tax laws (including capital gains, withholding taxes and transfer pricing), foreign currency exchange and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. While we believe that such assumptions are reasonable, we cannot provide assurance that foreign taxation or other authorities will reach the same conclusion. Further, if such foreign jurisdictions were to change or modify such laws, we could suffer adverse tax and financial consequences.

Our wholly owned subsidiary, Methanex Chile SpA ("Methanex Chile"), owns two methanol plants on our Chilean production site. Chilean foreign investment regulations provide certain benefits and guarantees to companies that enter into a foreign investment contract ("DL 600 Contract") with Chile. Methanex Chile has entered into DL 600 Contracts, substantially identical in all matters material for Methanex Chile, for both plants. Under the DL 600 Contracts, Methanex Chile is authorized to remit from Chile, in United States dollars or any other freely convertible currency, all or part of its profits and its equity. The DL 600 Contracts provide that they cannot be amended or terminated except by written agreement.

As a member of the Chemistry Industry Association of Canada ("CIAC"), the American Chemistry Council ("ACC"), Asociación Gremial de Industriales Quimicos de Chile, Responsible Care New Zealand, European Chemical Industry Council, China Association of International Chemical Manufacturers, Japan Chemical Industry Association and Gulf Petrochemicals and Chemicals Association, we are committed to the Responsible Care® Ethic and Principles for Sustainability.

Responsible Care, a sustainability initiative recognized by the United Nations, is the umbrella under which we manage our business in relation to health, safety, the environment, community involvement, social responsibility, sustainability, security and emergency preparedness at each of our facilities and locations.

Accordingly, we have established policies, systems and procedures to promote and encourage the responsible development, manufacture, transportation, storage, handling, distribution and use of methanol and ultimate disposal of hazardous waste and residual chemical products so as to do no harm to human health and well-being, the environment and the communities in which we operate while striving to improve the environment and people’s lives.

Methanex’s Responsible Care and Social Responsibility (RC and SR) related policies and programs are based on CIAC’s RC Ethic and Principles for Sustainability and the CIAC RC Codes of Practice. Some of the countries where we operate have different standards than those applied in North America. Our policy is to adopt the more stringent of either Responsible Care practices or local regulatory or association requirements at each of our facilities.

Sound corporate governance is the foundation of our long-term success and the sustainability of our operations. Our corporate governance policies ensure that we have strong management and clear direction for all of Methanex’s business affairs. The application of Responsible Care begins with our Board of Directors, which has appointed a Responsible Care Committee, and extends throughout our organization.

The Board’s Responsible Care Committee provides oversight of the RC and SR program performance and related matters at the policy level. The Responsible Care Committee considers RC ethics, sustainability, safety (personal and process), health, environment, crisis management and communications, physical security, product stewardship, quality assurance management, and social responsibility. The executive leadership team has overall responsibility for establishing Methanex’s RC and SR policies and programs, and ensuring that they align with the Board’s requirements and the Company’s business strategy. These global programs are directed and managed by the Vice President, Responsible Care and the Vice President, Corporate Sustainability, who lead Methanex’s global Responsible Care and global Corporate Sustainability functions, respectively.

Methanex evaluates the performance of its RC and SR management system through internal and third-party external audit and assessment programs. The internal program includes ongoing in-region self-audits as well as global audits conducted by Methanex subject matter experts. Third-party verification of the performance of Methanex’s RC/SR program occurs through the CIAC RC verification process or the ACC RC 14001 certification process. The most recent CIAC RC re-verification was successfully completed in 2022.

Our overarching RC Ethic & Principles for Sustainability Purpose and Values statement sets out the Company’s commitment to RC and sustainability. We also have an established Health, Safety, Security, Environment, Quality Policy that includes the requirement that we operate our facilities in a manner that protects the safety and health of all employees, contractors, customers and the general public. It requires that we have systems in place to monitor and comply with all local safety, health and environmental regulations as well as internal standards, periodically audit performance and compliance, measure performance against key performance indicators, report and investigate incidents with the potential to cause harm to people or the environment and demonstrate continual improvement.

We have also adopted a number of risk assessment tools that are formally applied as part of our normal business processes to identify and mitigate current and future health and occupational safety, environmental and process safety-related risks. When incidents do occur, we have a formal incident investigation process to determine root causes and corrective actions to allow for effective mitigation as well as application of lessons learned throughout our organization.

As a natural extension of our RC ethic, we align our employee engagement and communications, community involvement and social investment strategies with our core values and corporate strategy. In alignment with our Stakeholder Relations Policy, the Company is committed to being accountable and responsive to our stakeholders. We proactively respond to any community concerns about the manufacture, storage, handling, transportation and disposal of our products and promptly provide information concerning any potential health or environmental hazard to the appropriate authorities, employees and all stakeholders. Furthermore, the Company is committed to positively contributing to and having an open, honest and proactive relationship with the communities where we have a significant presence; to having effective processes to identify and respond to community concerns; and to informing the community of risks associated with our operations.

One of the ways the Company maintains the highest standards of product care is by sharing methanol safe handling knowledge and best practices with key stakeholders involved in the methanol value chain including customers, distributors, logistics providers, emergency responders, industry associations and regulators.

We believe that Responsible Care helps us achieve safe and reliable operations, which in turn results in strong financial performance, effective and innovative minimization of environmental impacts and improved quality of life.

We generate GHG emissions, primarily as carbon dioxide ("CO2"), directly and indirectly through the production, distribution and use of its products. GHG emissions are a byproduct of the development and extraction of hydrocarbons, including natural gas used as a feedstock in methanol production, as well as the methanol production process. GHG emissions are also generated when fuel is consumed during the global transport of methanol. The GHG Protocol Corporate Standard classifies a company’s GHG emissions into three ‘scopes’.

Scope 1 emissions are direct emissions from owned or controlled sources. Scope 2 emissions are indirect emissions from the generation of purchased energy. Scope 3 emissions are all indirect emissions (not included in Scope 2) that occur in the value chain, including both upstream and downstream emissions.

Under the Paris Agreement within the United Nations Framework Convention on Climate Change, many of the countries we operate in have agreed to put forth substantial efforts and commitments to reduce GHG emissions that they are implementing through GHG regulations that include carbon prices. We are currently subject to GHG regulations in New Zealand, Canada and Chile, while our production in the United States, Trinidad and Tobago, and Egypt is currently not subject to such regulations. These regulations result in additional costs to produce methanol. Many of our competitors produce methanol in countries with no imposed GHG regulations or carbon taxes and as such, further increases in regulations or carbon taxes in the countries in which we operate may negatively impact our competitive position within the methanol industry. In addition, as of January 2024, Waterfront Shipping is subject to the EU’s Emissions Trading System (ETS) for fifty percent of emissions from voyages where the point of origin or the point of destination is within the EU and 100 percent of emissions that occur for voyages between two EU ports and when ships are within EU ports. EU ETS emissions allowances will need to be purchased and surrendered for 40 percent of reported CO2 emissions in 2024, 70 percent in 2025 and 100 percent in 2027.

There are ongoing reviews and potential changes to government GHG regulations in countries where we have operations or conduct business, including potential carbon border adjustment mechanisms that could impact the efficient management of our global supply chain.

The majority of our revenues are derived from the sale of methanol produced at our plants. Our business is subject to the normal hazards of methanol production operations that could result in damage to our plants. Under certain conditions, prolonged shutdowns of plants due to unforeseen equipment breakdowns, interruptions in the supply of natural gas, oxygen, or utilities, power failures, loss of port facilities or any other event, including any event of force majeure, could adversely affect our revenues and operating income. We maintain operational insurance, including business interruption and construction insurance, subject to certain deductibles, that we consider to be adequate under the circumstances. However, there can be no assurance that we will not incur losses beyond the limits or outside the coverage of such insurance. From time to time, various types of insurance for companies in the chemical and petrochemical industries have not been available on commercially acceptable terms or, in some cases, have been unavailable. There can be no assurance that in the future we will be able to maintain existing coverage, or that premiums will not increase substantially.

Methanex is the largest producer and supplier of methanol, with approximately 12% of the global market demand in 2023, and is the only global supplier with a significant presence in all major markets in Asia, Europe, North America and South America. Methanex has established itself as a clear methanol industry leader. Similar to other global commodities, the methanol industry is highly competitive. A supplier’s ability to withstand price competition and volatile market conditions will depend on several factors, with the most important being its position on the industry cost curve. This in turn depends on the relative cost and availability of natural gas or coal feedstock, and the efficiency of production facilities and distribution systems. Our methanol assets are competitively positioned on the industry cost curve. We manage our natural gas costs in two ways: through gas contracts linked to methanol price and through fixed price contracts. Our production facilities outside North America are largely underpinned by natural gas purchase agreements where the natural gas price is linked to methanol prices. This pricing relationship enables these facilities to be competitive throughout the methanol price cycle. In North America, we have fixed price contracts and hedges in place targeting minimum operating rate requirements of approximately 70% in the near term. Some of our competitors are not dependent on a single product for revenues, and some have greater financial resources. However, given our ability to service our customers globally, the reliability and cost-effectiveness of our distribution system and the enhanced service we provide customers, we believe we are well positioned to compete in each of the major international methanol markets.

As at December 31, 2023, we had 1,451 employees.

The risks relating to our business are described under the heading Risk Factors and Risk Management in our 2023 MD&A, and are incorporated in this document by reference. Any of those risks, as well as risks and uncertainties currently not known to us, could adversely affect our business, financial condition, results of operations or the market price of our securities.

Dividends are payable to the holders of common shares of the Company ("Common Shares") if, as and when declared by our Board of Directors and in such amounts as the Board of Directors may, from time to time, determine. The Company’s current dividend policy is designed to return cash to shareholders while allowing the Company to retain financial flexibility appropriate for the historically cyclical nature of the methanol industry. The following table sets forth the amount of quarterly cash dividends paid by the Company on its Common Shares in 2021, 2022 and 2023:

We are authorized to issue an unlimited number of Common Shares without nominal or par value and 25,000,000 preferred shares without nominal or par value ("Preferred Shares").

Holders of Common Shares are entitled to receive notice of and attend all annual and special meetings of shareholders and to one vote in respect of each Common Share held; receive dividends if, as and when declared by our Board of Directors; and participate in any distribution of the assets of the Company in the event of liquidation, dissolution or winding up.

Preferred Shares may be issued in one or more series and the Board of Directors may fix the designation, rights, restrictions, conditions and limitations attached to the Preferred Shares of each such series. Currently, there are no Preferred Shares outstanding.

Our bylaws provide that at any meeting of our shareholders a quorum shall be two persons present in person, or represented by proxy, holding Common Shares representing not less than 25% of the votes entitled to be cast at the meeting. NASDAQ Global Select Market listing standards require a quorum for shareholder meetings to be not less than 33-1/3% of a company’s outstanding voting shares. As a foreign private issuer and because our quorum requirements are consistent with practices in Canada, we are exempt from the quorum requirement under the NASDAQ Global Select Market rules.

The following information relating to the Company's credit ratings is provided as it relates to the Company's financing costs, liquidity and operations. Credit ratings affect the Company's cost and ability to obtain short-term and long-term financing and to engage in certain business activities on a cost-effective basis. A negative change in the Company's current rating score and/or rating outlook could adversely affect the Company's future cost of financing and its access to sources of liquidity and capital. In addition, changes in credit ratings may affect the Company's ability to, and the associated costs of (i) entering into ordinary course derivative or hedging transactions, and (ii) entering into and maintaining ordinary course contracts with customers and suppliers on acceptable terms.

The following table sets forth the ratings assigned to the Company by S&P Global Ratings ("S&P"), Moody’s Investors Service, Inc. ("Moody’s") and Fitch Ratings, Inc. ("Fitch").

(1)    S&P long-term debt ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. According to the S&P rating system, issuers and debt securities rated BB are less vulnerable in the near term relative to other lower-rated obligations, however, they face major ongoing uncertainties in periods of adverse business, financial or economic conditions. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

(2)    Moody’s long-term debt ratings are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality. According to the Moody’s rating system, debt securities rated Ba are judged to have speculative elements and are subject to substantial credit risk. Moody’s applies numerical modifiers 1, 2 and 3 in each major rating category from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the issue ranks in the higher end of its major rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its major rating category. Moody's rates the Company's debt securities and does not provide an Issuer Credit Rating.

(3)     Fitch long-term debt ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. According to the Fitch rating system, issuers and debt securities rated BB indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

The rating agencies regularly evaluate the Company, and their ratings of the Company are based on a number of factors, including the Company’s financial strength and factors not entirely within the Company’s control, including conditions affecting the methanol industry generally and the wider state of the economy.

The foregoing ratings should not be construed as a recommendation to buy, sell or hold any securities, as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. If any such rating is so revised or withdrawn, we are under no obligation to update this AIF.

During the last two years, the Company has paid each of the rating agencies its customary fees in connection with the provision of the above ratings.

Our Common Shares are listed on the Toronto Stock Exchange in Canada (trading symbol: MX) and on the NASDAQ Global Select Market in the U.S. (trading symbol: MEOH). The following table sets out the market price ranges and trading volumes of our Common Shares on the Toronto Stock Exchange as well as on other Canadian and US equity marketplaces, including exchanges and alternative trading systems, for each month of our most recently completed financial year (January 1, 2023, through December 31, 2023).

(1) Source: Bloomberg

On September 15, 2022, the Company announced a normal course issuer bid (the "2022 Bid") authorizing the Company to purchase up to 3,506,405 Common Shares, representing 5% of the Common Shares issued and outstanding as of September 15, 2022. Under the 2022 Bid, which commenced on September 26, 2022 and expired on September 25, 2023, the Company repurchased for cancellation 2,787,484 Common Shares on the open market through the facilities of the TSX for US $119 million, an average purchase price of approximately US $43 per share.

As at December 31, 2023, the directors and executive officers of the Company owned, controlled or directed, directly or indirectly, 290,708 Common Shares, representing approximately 0.4% of the outstanding Common Shares as at December 31, 2023.

The following tables set forth the names and places of residence of the current directors and executive officers of the Company, the offices held by them in the Company, their current principal occupations, their principal occupations during the last five years and, in the case of the directors, the month and year in which they became directors: 

(1)Member of the Audit, Finance and Risk Committee.

(2)Member of the Corporate Governance Committee.

(3)Member of the Human Resources Committee.

(4)Member of the Responsible Care Committee.

(5)Cedar LNG LLC is developing an LNG export terminal in Northeastern British Columbia.

(6)Helm Energy Advisors, Inc. is a private company which provides advisory services to the global energy sector.

(7)Ballard Power Systems is a global provider of innovative clean energy and fuel cell solutions.

(8)Hydro One Limited is a major transmission and distribution provider in Ontario, Canada.

(9)Direct Energy Ltd. is a North American retailer of energy and energy services.

(10)GlenRock Recovery Partners, LLC is a company that facilitates the sale of non-fungible hydrocarbons in the United States.

(11)Nutrien Ltd. is a Canadian fertilizer company, and is the world's largest provider of crop inputs, services and solutions.

(12)Dow Inc. is a producer and supplier of raw materials for products in a wide variety of industries.

(13)Olin Corporation is a global manufacturer and distributor of chemical products.

(14)MLRW Group Inc. is a consulting firm focusing on working with companies to improve capital investment outcomes and to improve overall safety performance.

(15)BP is a multinational energy company.

(16)The directors of the Company are elected each year at the Annual General Meeting of the Company and hold office until the close of the next Annual General Meeting or until their successors are elected or appointed.

Since the start of our most recently completed financial year, and for the three most recently completed financial years, no director or executive officer of the Company, and no person or company that beneficially owns, controls or directs, directly or indirectly, more than 10% of the Company’s voting securities, or any associate or affiliate of such persons, has had any material interest in any transaction involving the Company.

Our Independent Registered Public Accounting Firm is KPMG LLP (“KPMG”), who prepared the Report of the Independent Registered Public Accounting Firm dated March 8, 2024 with respect to the Company’s consolidated financial statements as at December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. KPMG has confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to the Company under all relevant U.S. professional and regulatory standards.

The Audit, Finance and Risk Committee (the "Audit Committee") is appointed by the Board to assist the Board in fulfilling its oversight responsibility relating to: the integrity of the Company’s financial statements; the financial reporting process; the systems of accounting and financial controls; the professional qualifications and independence of the Company's external auditors; the performance of the internal and external auditors; risk management processes; financing plans; and compliance by the Company with ethics policies and legal and regulatory requirements.

The Audit Committee’s mandate sets out its responsibilities and duties. A copy of the Committee’s mandate is attached here as Appendix "A".

The Audit Committee is comprised of five directors: Benita Warmbold (Chair), Jim Bertram, Paul Dobson, Maureen Howe and Leslie O'Donoghue. Each Audit Committee member is "independent" and "financially literate" as determined in accordance with Canadian National Instrument 52-110 - Audit Committees. Ms. Warmbold is currently designated as the "audit committee financial expert" (as that term is defined by U.S. securities regulations). The U.S. Securities and Exchange Commission has indicated that the designation of a director as an audit committee financial expert does not make such director an "expert" for any other purpose, impose any duties, obligations or liability on such director that are greater than those imposed on members of the Audit Committee and Board who do not carry this designation or affect the duties, obligations or liability of any other member of the Audit Committee or the Board.

The following is a brief summary of the education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee, including any education or experience that has provided the member with an understanding of the accounting principles we use to prepare our annual and interim financial statements.

Ms. Warmbold is a corporate director and former Senior Managing Director and Chief Financial Officer of the Canada Pension Plan Investment Board ("CPPIB"). CPPIB is a professional investment management organization responsible for investing funds on behalf of the Canada Pension Plan. Over her nine years at CPPIB, Ms. Warmbold was responsible for finance, risk, tax, internal audit, legal, technology, data and investment operations. Prior to joining CPPIB, Ms. Warmbold held leadership positions with Northwater Capital Management Inc., Canada Development Investment Corporation and KPMG LLP.

Ms. Warmbold holds a bachelor of commerce (honours) degree from Queen’s University, is a chartered professional accountant and is a Fellow of the Institute of Chartered Accountants of Ontario. She is also a Fellow of the Institute of Corporate Directors and has been granted their ICD.D .

Ms. Warmbold serves on the board of the Bank of Nova Scotia and chairs their Audit and Conduct Review Committee and is a designated financial expert. She is also a director of AtkinsRéalis (legally known as SNC-Lavalin Group Inc.) and is a former Chair of their Audit and Risk Committee. Ms. Warmbold is also Chair of the Canadian Public Accountability Board.

Ms. Warmbold has served on the Audit Committee since February 2016 and has been Chair of the Audit Committee since April 2018.

Mr. Bertram is a corporate director. From its inception in 1998 until his retirement in December 2014, he was Chief Executive Officer of Keyera Corporation ("Keyera"), a publicly traded midstream oil and gas operator.

Mr. Bertram holds a bachelor of commerce from the University of Calgary and has been granted the ICD.D designation by the Institute of Corporate Directors.

Mr. Bertram has served on the board of Keyera since 2003, and was appointed Chair of the Board in 2016. Mr. Bertram attends all Keyera Audit Committee meetings in his current capacity as Chair of the Board and also did so during his tenure as Chief Executive Officer.

Mr. Bertram also serves on the board of Emera Inc.

Mr. Bertram has served on the Audit Committee since October 2020.

Mr. Dobson has been Senior Vice President, Chief Financial Officer of Ballard Power Systems ("Ballard") since March 2021. Ballard is a global provider of innovative clean energy and fuel cell solutions. From July 2018 to May 2019 Mr. Dobson was Acting President and Chief Executive Officer of Hydro One Limited, a major transmission and distribution provider in Ontario, Canada, and prior to that was Chief Financial Officer of Hydro One Limited from March 2018. Mr. Dobson also served as Chief Financial Officer of Direct Energy Ltd. in Houston, Texas, and held senior leadership positions in finance across the Centrica Group, the parent company of Direct Energy.

Mr. Dobson holds a bachelor of arts in management accounting (honours) from the University of Waterloo as well as an MBA from the University of Western Ontario. He is a chartered professional accountant and a certified management accountant.

Mr. Dobson has served on the Audit Committee since April 2019.

Ms. Howe is a corporate director. From 1996 to 2008 she was Managing Director of RBC Capital Markets specializing in the area of energy infrastructure, which included power generation, transmission and distribution, oil and gas transmission and distribution, gas processing and alternative energy. Prior to joining RBC Capital Markets, Ms. Howe held finance positions in the utility industry, investment banking and portfolio management.

Ms. Howe holds a bachelor of commerce (honours) from the University of Manitoba and a Ph.D. in Finance from the University of British Columbia.

Ms. Howe is a director and Audit Committee chair of both Pembina Pipeline Corporation and Freehold Royalties Ltd.

Ms. Howe has served on the Audit Committee since June 2018.

Ms. O'Donoghue is a corporate director. She was Executive Vice President and Advisor to the Chief Executive Officer of Nutrien Ltd. ("Nutrien") from June 2019 until her retirement in December 2019. Nutrien is a Canadian fertilizer company and is the wold's largest provider of crop inputs, services and solutions. Ms. O'Donoghue was the Executive Vice President, Chief Strategy and Business Development Officer of Nutrien from January 2018 to June 2019, and prior to this she was Executive Vice President, Corporate Development and Strategy and Chief Risk Officer of Agrium Inc. (Nutrien's predecessor company) from 2012 to 2017.

Through Ms. O’Donoghue’s experience at Nutrien and from serving on other audit committees, she has gained an understanding of accounting and financial reporting, including internal controls and procedures for financial reporting.

Ms. O'Donoghue holds a bachelor of arts (economics) degree from the University of Calgary and a LLB, from Queen's University.

Ms. O'Donoghue is a director of Pembina Pipeline Corporation and serves on their Audit Committee. She is also a director of Dye & Durham Limited.

Ms. O'Donoghue has served on the Audit Committee since April 2021.

The Audit Committee annually reviews and approves the terms and scope of the external auditors’ engagement. The Audit Committee oversees the Audit and Non-Audit Pre-Approval Policy, which sets forth the procedures and the conditions by which permissible non-audit services proposed to be performed by KPMG LLP are pre-approved in order to mitigate the risk of non-audit services impacting the auditor’s independence. The Audit Committee has delegated to the Chair of the Audit Committee pre-approval authority for any services not previously approved by the Audit Committee. All such services approved by the Chair of the Audit Committee are subsequently reviewed by the Audit Committee.

All non-audit service engagements, regardless of the cost estimate, must be coordinated and approved by the Chief Financial Officer of the Company to further ensure that adherence to this policy is monitored.

Our principal transfer agent for our Common Shares is TSX Trust Company at its offices in Vancouver, British Columbia. Our co-transfer agent in the United States for our Common Shares is Equiniti Trust Company, LLC at its offices in New Jersey.

Other than those contracts entered into during the normal course of business, the only material contract that was entered into before December 31, 2023 and after January 1, 2002, that is still in effect, and which is required to be filed with Canadian securities regulatory authorities pursuant to applicable securities laws, is the amended and restated credit agreement (2021) dated for reference June 16, 2021, between the Company, as borrower, Royal Bank of Canada, as agent bank, and the financial institutions party thereto, as lenders (the "Credit Agreement"). The Credit Agreement is described above in "Three-Year History - 2021".

Our disclosure controls and procedures are described under the heading Controls and Procedures in our 2023 MD&A and are incorporated in this AIF by reference.

We have a written code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of our code, entitled "Code of Business Conduct" can be found on our website at www.methanex.com or upon request from the Corporate Secretary at the address below under the heading Additional Information.

Additional information relating to the Company, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in our Information Circular dated March 9, 2024, relating to our Annual General Meeting that will be held on April 25, 2024.

Additional financial information about the Company is provided in the Company’s financial statements for the year ended December 31, 2023, and in our 2023 MD&A.

Copies of the documents referred to above are available on the Canadian Securities Administrators’ SEDAR+ website at www.sedarplus.ca and may also be obtained upon request from:

Methanex Corporation

Kevin Price

Senior Vice President, General Counsel and Corporate Secretary

1800 Waterfront Centre

200 Burrard Street

Vancouver, British Columbia V6C 3M1

Telephone: 604 661 2600

Facsimile: 604 661 2602

Additional information relating to the Company may be found on the Canadian Securities Administrators’ SEDAR+ website at www.sedarplus.ca, on the United States Securities and Exchange Commission’s EDGAR website at www.sec.gov and on our website at www.methanex.com.

A committee of the directors to be known as the “Audit, Finance and Risk Committee” (hereinafter referred to as the “Committee”) is hereby established.

A.PURPOSE

The Committee is appointed by the Board of Directors (the “Board”) to assist the Board in fulfilling its oversight responsibility relating to: the integrity of the Corporation’s financial statements; the financial reporting process; the systems of accounting and financial controls; the professional qualifications and independence of the Corporation’s external auditor; the performance of the external and internal auditors; risk management processes; financing plans; and compliance by the Corporation with ethics policies and legal and regulatory requirements.

The Committee’s role is one of oversight. It is the responsibility of the Corporation’s management to plan audits and to prepare consolidated financial statements in accordance with applicable generally accepted accounting principles (“GAAP”), and it is the responsibility of the Corporation’s external auditor to audit these financial statements. Therefore, each member of the Committee, in exercising their business judgment, shall be entitled to rely on the integrity of those persons and organizations within and outside the Corporation from whom they receive information and on the accuracy of the financial and other information provided to the Committee by such persons or organizations. The Committee does not provide any expert or other special assurances as to the Corporation’s financial statements or any expert or professional certification as to the work of the Corporation’s external auditor.

1.    The Committee shall be composed of a minimum of three directors.

2.    The members of the Committee shall be appointed or reappointed at the organizational meeting of the Board concurrent with each Annual General Meeting of the shareholders of the Corporation. Each member of the Committee shall continue to be a Committee member until a successor is appointed, unless they resign or are removed by the Board or cease to be a director of the Corporation. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board and shall be filled by the Board if the membership of the Committee is less than three directors as a result of the vacancy.

3.    Each member of the Committee shall meet the independence and financial literacy requirements of the Corporation’s Corporate Governance Principles and the applicable rules and regulations of the stock exchanges on which the Corporation is listed, the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (collectively, the “Applicable Rules”), and at least one member of the Committee shall qualify as an “audit committee financial expert” in accordance with the rules of the SEC.

4.    The Board shall appoint a Chair from among the Committee members and the Chair shall set the agendas for Committee meetings. If the Chair of the Committee is not present at any meeting of the Committee, the Chair of the meeting shall be chosen by the Committee from among the members present. The Chair presiding at any meeting of the Committee has a deciding vote in the case of deadlock. The Committee shall also appoint a Secretary who need not be a director.

1.The Committee shall meet at least quarterly. The time and place of Committee meetings and the procedure at such meetings shall be determined from time to time by Committee members, provided that:

a.a quorum for meetings shall be a majority of the members of the Committee, present in person or by tele- or video-conference that permits all persons participating in the meeting to communicate with each other;

b.notice of the time and place of every meeting shall be given in writing, by electronic transmission or otherwise, to each member of the Committee and the external auditor of the Corporation at least 24 hours prior to the time fixed for such meeting, provided, however, that a member may in any manner waive notice of a meeting, and attendance of a member at the meeting is a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called;

c.the Committee shall, at least annually, meet with the Chief Financial Officer without other members of management present;

d.each regular meeting of the Committee shall conclude with a session without any members of management present;

e.the external auditor shall be entitled to attend each meeting at the Corporation’s expense;

f.a meeting of the Committee may be called by the Secretary of the Committee on the direction of the Chair or any other member of the Committee, the Chief Executive Officer of the Corporation or the external auditor; and

g.notwithstanding the provisions of this paragraph, the Committee has the right to request any officer or employee of the Corporation or the Corporation’s outside counsel or external auditor to be present or not present at any part of the Committee meeting.

2.    The Committee shall report to the Board following each meeting with respect to its activities and such recommendations as the Committee deems appropriate. The report may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.

3.    The Committee shall maintain minutes or other records of its meetings and activities.

The following functions shall be the common recurring responsibilities of the Committee. The Committee may carry out additional functions as may be appropriate in light of changing business, legislative and other conditions. The Committee shall also carry out any other responsibilities delegated to it by the Board from time to time.

The Committee, in carrying out its duties and discharging its oversight role, shall have the sole authority to retain independent legal, accounting or other experts as it determines necessary, including the authority to set and pay the fees payable to such experts at the Corporation’s expense. The Board shall be kept apprised of both the selection of the experts and the experts’ findings through the Committee’s regular reports to the Board.

1.    Review and discuss with management and the external auditor, and recommend to the Board for approval prior to public disclosure, the Corporation’s Annual Report, Annual Information Form, audited Consolidated Financial Statements and related Management’s Discussion and Analysis, Management Information Circular and any reports on adequacy of internal controls.

2.    Review and discuss with management, and recommend to the Board for approval prior to public disclosure, prospectuses and other offering documents.

3.    Review and discuss with management and the external auditor, and approve prior to public disclosure, the Corporation’s interim reports, including the unaudited Condensed Consolidated Interim Financial Statements and related Management’s Discussion and Analysis.

4.    Review and discuss with management and the external auditor, and approve prior to public disclosure, press releases on quarterly and year-end financial results and any other disclosure documents not identified above that are required to be filed with regulators and contain significant financial information respecting the Corporation.

5.    Review and discuss with management and the external auditor significant accounting policies and critical accounting estimates that would have a significant effect on the Corporation’s financial statements, and any changes to such policies. This review shall include a discussion with management and the external auditor concerning:

a.any areas of management judgment and estimates that may have a significant effect on the financial statements;

b.the appropriateness, acceptability and quality of the Corporation’s accounting policies; and

c.any material written communication between the external auditor and management.

6.    Discuss with management the use of ‘‘pro forma’’ or ‘‘non-GAAP information’’ in the Corporation’s disclosure documents.

7.    Discuss with management and the external auditor the effect of regulatory and accounting initiatives as well as the use of off-balance sheet arrangements on the Corporation’s financial statements.

8.    Discuss with the Corporation’s General Counsel (and with external legal counsel if necessary) and other members of management, as applicable, any litigation, claim or other contingency (including tax assessments) that could have a material effect on the financial position or operating results of the Corporation, and the manner in which these matters have been disclosed in the financial statements.

1.    Review and discuss with management the financing plans and objectives of the Corporation.

1.    Review and discuss with management at least annually:

a.the Corporation’s risk management framework, including the Corporation’s processes and controls to identify, monitor, evaluate and manage enterprise-wide risks and the Corporation's policies and practices relating to enterprise risk management. The Committee shall recommend to the Board for approval any changes considered advisable to such policies and practices;

b.the Corporation’s financial and taxation risks, shipping risk and IT-related risks (including cybersecurity and data privacy) and steps management has taken to monitor, evaluate and manage such risks; and

c.the insurance coverage maintained by the Corporation.

2.    Review such other risk management matters from time to time as the Committee may consider appropriate or the Board may specifically direct.

3.    Review, at least quarterly, the results of management’s evaluation of the adequacy and effectiveness of internal controls within the Corporation in connection with the certifications signed by the CEO and CFO. Management’s evaluation shall include a review of:

a.policies and procedures to ensure completeness and accuracy of information disclosed in the quarterly and annual reports, prevent earnings management and detect material financial statement misstatements due to fraud and error; and

b.internal control recommendations of the external auditor and arising from the results of the internal audit procedures, including any special steps taken to address material control deficiencies and any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls.

1.    Review the selection, evaluation, reappointment or, where appropriate, replacement of the external auditor and recommend to the Board the nomination and remuneration of the external auditor to be appointed by the Corporation’s shareholders.

2.    Resolve any disagreements between management and the external auditor regarding financial reporting.

3.    Receive reports directly from, and communicate directly with, the external auditor.

4.    Review a formal written statement obtained at least annually from the external auditor describing:

a.the external auditor’s internal quality control procedures;

b.any material issues raised by the most recent internal quality control review, peer review of the external auditor or any investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits of the Corporation carried out by the external auditor;

c.any steps taken to deal with any such issues; and

d.all relationships between the external auditor and the Corporation.

As part of such review, the Committee shall discuss with the external auditor whether the external auditor’s quality controls are adequate and whether any of the disclosed relationships or non-audit services may impact the objectivity and independence of the external auditor based on the independence requirements of the Applicable Rules. The Committee shall also conduct a comprehensive review of the external auditor at least every five years.

5.    Review the external audit plan and enquire as to the extent the planned audit scope can be relied upon to detect weaknesses in internal control or fraud or other illegal acts. Any significant recommendations made by the external auditor for strengthening internal controls shall be reviewed.

6.    Monitor the rotation of senior audit personnel who have primary responsibility for the audit work, as required by law.

7.    Review and approve, in advance, the scope and related fees for all auditing services and non-audit services permitted by regulation that are to be provided by the external auditor in accordance with the Corporation’s Audit and Non-Audit Services Pre-Approval Standard, which is to be annually reviewed and approved by the Committee.

8.    Review the establishment of policies relating to the Corporation’s hiring of present and former employees of the external auditor, if such individuals have participated in the audit of the Corporation, as required by law.

9.    Prior to filing the Corporation’s Condensed Consolidated Interim Financial Statements and the Consolidated Financial Statements, receive a report from the external auditor on the results of their review or audit.

10.    Meet with (a) the external auditor without management present and discuss any issues related to performance of the audit work, any restrictions and any significant disagreement with management and (b) separately with management to discuss the same matters as those discussed with the external auditor.

1.    Review the scope of responsibilities of the Corporation’s Internal Audit function, including its reporting relationships, activities, organizational structure and resources and whether there are any unjustified or inappropriate restrictions or limitations on the functioning of Internal Audit.

2.    Discuss the appointment and performance of the head of the Corporation’s Internal Audit function.

3.    Review and approve the annual Internal Audit Plan and objectives.

4.    Review the responses and actions taken by management to address any control weaknesses or deficiencies identified in internal audit reports issued to management.

5.    Meet, without management present, with the Corporation’s Internal Auditor and/or representatives of any external firm that executed the annual Internal Audit Plan. The Committee shall also meet, without management and the external auditor present, with the Corporation’s Internal Auditor to discuss any matters that the Committee or the Internal Auditor believes should be discussed privately.

1.    Review annually the Corporation’s compliance with the Code of Business Conduct and make recommendations to the Board regarding any requests by directors or officers for waivers of the Code of Business Conduct.

2.    Review the processes and procedures established by the Corporation for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters or non-compliance with the Code of Business Conduct, including procedures for the confidential, anonymous submission of such complaints from employees.

3.    Discuss with management and the external auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Corporation’s compliance policies or that could have a material effect on the Corporation’s financial statements.

4.    Review annually the Corporation’s Corporate Disclosure Policy and recommend to the Board for approval any changes thereto.

5.    Review and approve all related party transactions between the Corporation (or any of its subsidiaries) and its officers or directors (or any affiliates of such officers or directors), other than those disclosed in the Corporation’s financial statements.

1.    The Committee shall review and evaluate, at least annually, the performance of the Committee and its members, including the compliance of the Committee with its mandate.

2.    The Committee shall annually review and assess the adequacy of its mandate and recommend to the Board for approval any improvements to the mandate that the Committee considers necessary or desirable.