RB GLOBAL INC.

The following shareholder proposal was submitted by The Accountability Board (“TAB”), 401 Edgewater Place, Suite 600, Wakefield, MA 01880, USA, for consideration at the Meeting.

Text of the proposal as submitted:

RESOLVED: Shareholders ask the company to take the steps necessary to adopt a policy—and amend its governing documents accordingly—that all shareholder meetings will be held in a hybrid format with both in-person and virtual access. The policy may include an exception for circumstances of extreme hardship, such as a public health emergency or natural disaster.

DEAR FELLOW SHAREHOLDERS:

Prior to 2020, RB Global held its shareholder meetings in-person (i.e., without providing virtual access). That year, it held a hybrid meeting with both in-person and virtual access—but then switched to virtual (audio-only) meetings beginning in 2021.

The company claims it has “structured our virtual meeting to provide shareholders the same rights as if the Meeting were held in person.” But as each format provides unique advantages and disadvantages, many seasoned investors and advisors believe that complete shareholder engagement cannot be achieved without both.

As the Ontario Teachers’ Pension Plan (which has roughly $250 billion in assets under management) has said, “we have concerns arising from our experience with reliance on virtual-only meetings” and that shareholder meetings should, therefore, “be a hybrid meeting—a combination of virtual and in-person.”

And as Institutional Shareholder Services (ISS) has reported: “While many investors recognize the potential benefits of enabling participation at shareholder meetings via electronic means as a potential enhancement to shareholder rights, they also raise concerns about moves to eliminate physical shareholder meetings, arguing that virtual-only meetings may hinder meaningful exchanges between management and shareholders, enable management to avoid uncomfortable questions, increase the likelihood of marginalizing certain shareholders, and contribute to an erosion of shareholder rights.”

“In addition,” ISS added, “compelling investor feedback indicates that a significant majority of shareholders want to retain the ability to attend shareholder meetings in person, even if in a given year they elect to participate only virtually.”

In conclusion, we believe ensuring the company holds hybrid shareholder meetings—where in-person and virtual participation are both allowed—would foster more meaningful engagement between management and shareholders.

In its proxy statements, the company touts its “commitment to engaging in constructive and meaningful communication with shareholders.” Adoption of this proposal would not only align with such a commitment, but also address the well-documented concerns of shareholders and governance experts regarding virtual-only formats. By adopting this proposal, the company would demonstrate its commitment to upholding shareholder rights, facilitating direct interaction, and enabling broader participation. We therefore urge shareholders to support this proposal. Thank you.

Board Response to Shareholder Proposal Regarding Hybrid Shareholder Meetings

☒ The Board recommends that shareholders vote AGAINST this proposal.

The Board recommends voting against this proposal because it is overly prescriptive and burdensome, the issues presented in the proposal are being appropriately or effectively dealt with through legislation and regulation, which permits the holding of virtual-only meetings, the proposal, if implemented, would run contrary to industry standard practices, and the Company already undertakes a wide range of practices to promote shareholder participation and engagement, irrespective of a shareholder’s geographic location or personal circumstances, both at its annual meetings and through various means between annual meetings as described below and throughout this Proxy Statement.

The Company is committed to facilitating meaningful, inclusive and effective shareholder participation at its annual meetings. In determining the appropriate format for each annual meeting, the Board considers shareholder feedback, best practices in corporate governance, technological capabilities, cost and environmental considerations, and the goal of ensuring a high-quality and equitable participation experience for all shareholders.

Since transitioning to virtual annual meetings following the COVID-19 pandemic in 2020, the Company has structured its meetings to provide shareholders with participation rights and engagement opportunities comparable to those available at an in-person meeting. Shareholders are able to vote in real time, submit questions, raise points of order, and interact with management of the Company and the Board through a secure meeting platform.

The Board believes that a virtual-only format promotes equal participation opportunities for all shareholders, regardless of geographic location or individual circumstances. Unlike hybrid meetings, which offer two distinct participation experiences, virtual meetings provide a consistent environment that encourages engagement by all participants and avoids the risk that virtual attendees may feel marginalized relative to those physically present.

Virtual meetings are an efficient and cost-effective way to conduct shareholder meetings while maintaining meaningful shareholder engagement. They allow the Company to avoid not insignificant costs and burdens associated with securing physical venues, travel, security, and logistics, while simultaneously reducing the environmental impact associated with in-person attendance. Further, the Board believes implementing the shareholder proposal would be an inefficient use of time and resources and would divert management’s attention away from critical business functions.

The Board believes that these efficiencies ultimately benefit shareholders as a whole and support the Company’s broader sustainability objectives.

The Company places significant emphasis on ensuring that its virtual meetings are conducted in a reliable, accessible and transparent manner. The meeting platform is designed to enable shareholders to submit questions through multiple channels and to participate in real-time dialogue with the Company’s leadership. Technical support is available throughout the meeting to assist shareholders should any issues arise.

The Board regularly reviews the effectiveness of the meeting format and remains focused on facilitating constructive interaction between shareholders, management and the Board.

The shareholder proposal would require the Company to adopt an inflexible policy—and amend its governing documents—to mandate that all shareholder meetings be held in a hybrid format, subject only to very limited exceptions, which would unduly constrain the Company’s and the Board’s needed flexibility to structure and host annual meetings in such a manner as is most appropriate to address continuously evolving standards and best practices within a continuously evolving macroenvironment.

The proposal would also run contrary to applicable laws. Neither the OBCA, the Company’s governing corporate statute, nor applicable securities laws require the Company to hold hybrid in-person and virtual meetings; rather, they provide the Company and its Board with the appropriate flexibility to determine the appropriate format of its annual meetings, including permitting virtual-only formats. In addition, the Company has implemented a wide range of best practices to promote equal shareholder participation and engagement, including setting out in plain language across its proxy materials and for both registered and beneficial shareholders: the logistics for accessing, participating and voting at a virtual meeting; providing a simplified registration, authentication and voting process; providing assistance if shareholders encounter technical difficulties during the meeting; facilitating the asking of questions in advance of and at the meeting; allowing shareholders to make motions, raise points of order, and provide feedback at the meeting; using a virtual platform that maximizes shareholder participation; and, if requested and appropriate, giving proponents a reasonable opportunity to speak to any proposal they may bring at the meeting.

Embedding a requirement to host hybrid-only meetings in the Company’s governing documents – which can only be modified with the approval of shareholders and, sometimes, only with a special resolution of shareholders – would also be inconsistent with the practices of the Company’s peers and public companies generally.

In addition, the Company promotes engagement with the Company in between annual meetings, including by hosting regular management- and Board-led engagement meetings held with institutional investors, quarterly analyst/investor calls and facilitating communications directly to the Board as outlined under “Shareholder and Other Interested Party Communications to the Board”.

The Board believes that such a requirement is unnecessarily prescriptive and would limit the Company’s ability to determine the most appropriate meeting format in light of evolving circumstances, including shareholder preferences, technological advancements, security considerations and cost implications. The Board is best positioned to make this determination annually, rather than being constrained by a permanent governance requirement.

The Board remains open to considering different shareholder meeting formats, including hybrid meetings, where it determines that doing so would enhance shareholder participation and engagement. However, the Board does not believe that mandating hybrid meetings through a formal policy or amendments to the Company’s governing documents is necessary at this time.

For these reasons, the Board believes that maintaining flexibility in determining the annual meeting format is in the best interests of the Company and its shareholders and therefore recommends that shareholders vote AGAINST this proposal.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, approve with or without variation, the following by ordinary resolution:

BE IT RESOLVED as an ordinary resolution of the shareholders of the Company that:

The Company take the steps necessary to adopt a policy—and amend its governing documents accordingly—that all shareholder meetings will be held in a hybrid format with both in-person and virtual access. The policy may include an exception for circumstances of extreme hardship, such as a public health emergency or natural disaster.

The Board recommends a vote “AGAINST” the ordinary resolution asking the Company to take the steps necessary to adopt a policy—and amend its governing documents accordingly—that all shareholder meetings will be held in a hybrid format with both in-person and virtual access, for the reasons set out above.