OC Owens Corning Inc

Law as amended from time to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any Contract listed on the Company Disclosure Letter, all such material amendments, modifications or supplements must be listed in order to be taken into account and included for purposes of the Company Disclosure Letter. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Except as otherwise expressly set forth herein, all amounts required to be paid hereunder will be paid in United States currency in the manner and at the times set forth herein. Whenever this Agreement requires the Purchaser to take any action, such requirement will be deemed to include an undertaking on the part of the Parent to cause Purchaser to take such action. Unless otherwise specifically indicated, all references to "dollars" and "$" will be deemed references to the lawful money of the United States of America. References to "law," "laws" or to a particular statute or law will be deemed to also include any Applicable Law. References to documents or information "made available" or "provided" to the Parent or the Purchaser or similar terms will mean documents or information (i) publicly available on the EDGAR database (without redaction or omission) prior to the execution of this Agreement; (ii) delivered by or on behalf of the Company to the Parent or the Parent's Representatives via e-mail or in hard copy form at least one day prior to the date of this Agreement or (iii) uploaded prior to the execution of this Agreement in the "Project Cardinal" dataroom hosted on Donnelley Financial Solutions at least one day prior to the date of this Agreement and is fully available and visible to the Parent and its Representatives. References to documents or information "made available" or "provided" to the Company or similar terms will mean documents or information (i) publicly available on the EDGAR database (without redaction or omission) prior to the execution of this Agreement; (ii) delivered by or on behalf of the Parent or the Purchaser to the Company or the Company's Representatives via e-mail or in hard copy form prior to the execution of this Agreement; or (iii) uploaded prior to the execution of this Agreement into an electronic dataroom at least one day prior to the date of this Agreement and is fully available and visible to the Company and its Representatives.

Section 1.3            Schedules

Article 2
THE ARRANGEMENT

Section 2.1            Arrangement

The Company, the Parent and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

Section 2.2            Interim Order

As soon as reasonably practicable after the date of this Agreement, but in any event on or before the date that is the earliest of (x) the first Business Day that is eleven days after the initial filing of the Company Proxy with the SEC if (A) the SEC staff does not notify the Company that it will review the Company Proxy by such time, or (B) the SEC staff notifies the Company that it will not review the Company Proxy and (y) five days following the date that the SEC staff notifies the Company that it has completed its review of the Company Proxy, the Company shall apply in a manner reasonably acceptable to the Parent pursuant to Section 291 of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

Section 2.3            The Company Meeting

Subject to the terms of this Agreement and the Interim Order, the Company shall: (a) as soon as reasonably practicable after the granting of the Interim Order, duly call and give notice of, and commence mailing of the Company Proxy to the holders of Common Shares, as of the record date established for, a meeting of holders of the Common Shares (the “Company Meeting”) to take place within 35 days following the first mailing of the Company Proxy to the Company Shareholders for purposes of seeking the Required Approval, (b) reasonably cooperate with the Parent in initiating a “broker search” in accordance with Rule 14a-13 of the 1934 Act as necessary to cause the Company to comply with its obligations set forth in the foregoing clause (a), (c) as soon as reasonably practicable following the commencement of the mailing of the Company Proxy pursuant to the foregoing clause (a), convene and hold the Company Meeting in accordance with the Interim Order, the Company's Constating Documents and Applicable Law; provided that the Company may adjourn or postpone the Company Meeting to a later date (1) with the consent of the Parent or (2) to the extent the Company believes in good faith (after consultation with outside legal counsel) that such adjournment or postponement is reasonably necessary (x) due to Applicable Law or a request from the SEC or its staff, (y) to allow reasonable additional time to solicit additional proxies necessary to obtain the Required Approval or (z) to ensure that there are sufficient Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Meeting; provided, however, that unless required by Applicable Law, in no event shall the Company Meeting be postponed or adjourned more than once or for more than 20 Business Days in the aggregate without the prior written consent of the Parent. Subject to ‎Section 5.1, the Board of Directors shall recommend that the Company Shareholders vote in favor of the Arrangement Resolution, and the Company shall (x) include the Company Recommendation in the Company Proxy, (y) use its reasonable best efforts to obtain the Required Approval and (z) otherwise comply in all material respects with all legal requirements applicable to such meeting. In the event that the Board of Directors makes an Adverse Recommendation Change pursuant to ‎Section 5.1 and this Agreement has not been terminated in accordance with its terms in connection therewith, the Company will nevertheless submit the Arrangement to the Company Shareholders for the purpose of obtaining the Required Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Company Meeting and (d) use commercially reasonable efforts to keep the Parent reasonably informed, if so requested by the Parent, of the status of its efforts to obtain the Required Approval. The Company shall give the Parent prompt notice, to the extent Parent has been notified

in writing, of any purported exercise or withdrawal of Dissent Rights by Company Shareholders and any other instruments served pursuant to Applicable Law and received by the Company in respect of any Dissent Rights. The Parent shall have the right to participate in the strategy for, and participate in, all negotiations and Proceedings with respect to any Dissent Rights. The Company may not, except with the prior written consent of the Parent, make any payments with respect to any Dissent Rights or settlement or offer to settle any demands in respect of Dissent Rights, or waive any failure by any holder of Common Shares to timely deliver a notice of exercise of Dissent Rights without the prior written consent of the Parent.

Section 2.4            Certain Filings

unless it consults with the Parent in advance and, to the extent permitted by the SEC, allows the Parent to participate.

Section 2.5            Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than three Business Days after the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order.

Section 2.6            Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

and Final Order, and give reasonable and due consideration to all such comments of the Parent and its outside legal counsel, provided that all information relating to the Purchaser or any of its Affiliates included in such materials shall be in a form and substance satisfactory to the Parent, acting reasonably;

Section 2.7            Treatment of Company Equity Awards and Employee Share Purchase Plan

of (i) the total number of Common Shares subject to such Rollover RSU immediately prior to the Effective Time, multiplied by (ii) the Equity Award Exchange Ratio. Except as expressly provided in this Section 2.7(a), each Parent RSU shall be subject to substantially the same terms and conditions as applied to the corresponding Rollover RSU immediately prior to the Effective Time, including any “double-trigger” vesting provisions applicable to the Rollover RSUs pursuant to their terms as in effect on the date of this Agreement or as such terms are permitted to be amended in accordance with the Company Disclosure Letter, and such holder of Rollover RSUs shall have no further rights or entitlements, other than pursuant to this Section 2.7(a), in respect of the Rollover RSUs, and the Parent RSUs issued pursuant to this Section 2.7(a) shall be subject to the other restrictions set forth in Section 2.7 of the Company Disclosure Letter.

Section 2.8            Arrangement and Effective Time

Section 2.9            Payment of Consideration

Notwithstanding any provision contained herein to the contrary, each of the Purchaser, the Company, the Depositary or any other Person that makes a payment under this Agreement or the Arrangement shall be entitled to deduct and withhold from the amounts otherwise payable under this Agreement or the Arrangement to any Person, such amounts as it is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any Applicable Law and remit such deducted and withheld amount to the appropriate Governmental Authority. To the extent that amounts are so properly deducted and withheld and remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement and the Arrangement as having been paid to the Person in respect of which such deduction and withholding and remittance was made.

The initial press release relating to this Agreement shall be a joint press release mutually agreed and issued by the Company and the Parent. Except in connection with the matters contemplated by ‎Section 5.1 or in connection with any dispute between the Parties regarding this Agreement or the other transactions contemplated hereby, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), the Parent and the Company (a) shall not issue any further press release, have any communication with the press (whether or not for attribution), make any other public statement (including any announcement to officers or employees of the Company or its Subsidiaries), or, with respect to this Agreement or the transactions contemplated hereby (other than any press release, communication or public statement which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally and in a manner consistent with previous press releases, public disclosures or public statements made jointly by the Parties (or individually, if approved by the other Party)) and (b) except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association (provided, in such case, such Party has given advance notice (and an opportunity to review and comment to the extent practicable) to the other Party and considered in good faith the comments of the other Party), shall not issue any such press release or make any such other public statement or schedule any such press

conference or conference call. Notwithstanding the foregoing, after the issuance of any press release or the making of any public statement with respect to which the foregoing consent procedures have been followed, either Party may issue such additional publications or press releases and make such other customary announcements without the consent of the other Party so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in a previous press release or public statement and such additional publications, press releases or announcements are otherwise consistent with those with respect to which the other Party had consented in accordance with the terms of this ‎Section 2.11. For the avoidance of doubt, communications by the Parent or any of its Subsidiaries or its or their Representatives to customers, employees, suppliers and other persons with whom Parent or any of its Subsidiaries has a business relationship, in each case, not intended by the Parent to be disseminated (and that Parent does not reasonably expect will otherwise become public) beyond such groups and that the Parent believes in good faith does not require public disclosure under applicable Securities Laws, shall not be subject to this ‎Section 2.11.

Article 3
REPRESENTATIONS AND WARRANTIES

Section 3.1            Representations and Warranties of the Company

Except to the extent (a) disclosed in any Company SEC Document filed before the date of this Agreement (but excluding any forward-looking disclosures set forth in any "risk factors" section or any disclosures in any "forward-looking statements" section) (it being understood that this clause (a) shall not apply to Paragraphs 1 (Corporate Existence and Power), 2 (Corporate Authorization), 3 (Governmental Authorization), 5 (Capitalization), 24 (Finders' Fees) or 25 (Opinions of Financial Advisors) of Schedule C); or (b) subject to ‎Section 8.7, as set forth in the correspondingly numbered paragraph of the Company Disclosure Letter, the Company makes the representations and warranties set forth in Schedule C and acknowledges and agrees that the Parent and the Purchaser are relying upon the representations and warranties set forth in Schedule C in connection with the entering into of this Agreement and the consummation of the Arrangement.

Section 3.2            Representations and Warranties of the Parent and the Purchaser

Each of the Parent and the Purchaser makes the representations and warranties set forth in Schedule D and acknowledges and agrees that that the Company is relying upon the representations and warranties set forth in Schedule D in connection with the entering into of this Agreement and the consummation of the Arrangement.

Article 4
COVENANTS

Section 4.1            Conduct of Business of the Company

warrants, subscription receipts, simple agreement for future equity, RSUs, PRSUs or similar rights, which are or may become exercisable or exchangeable for or convertible into properties described in clause (i) or clause (ii), or any SARs, phantom stock awards or other rights that are linked in any way to the price of any shares of, or to the value of or of any part of, or to any dividends or distributions paid on any shares of, the Company or any of its Subsidiaries, except for (A) the issuance of Common Shares issuable upon the exercise of the currently outstanding SARs and the settlement of the currently outstanding RSUs and PRSUs, in each case, in accordance with their terms as in effect on the date of this Agreement and (B) the grant of Company Equity Awards as permitted hereunder and the issuance of Common Shares upon the exercise or settlement thereof in accordance with the terms thereof;

or (iii) or as otherwise required to address an exigent circumstance that threatens harm or injury to human life or the environment;

Contracts), (3) Paragraph 21(a)(iii) (Certain Contracts Involving Payments in Excess of $3 Million), (4) Paragraph 21(a)(xi), to the extent related to indebtedness, whether incurred, assumed, guaranteed or secured by any asset (and including any related security or pledge agreements) permitted by ‎Section 4.1(1)(h) and/or (5) Paragraph 21(a)(xii) (Capital Expenditures), to the extent related to contributions of capital, capital expenditures or the acquisition or construction of fixed assets permitted by ‎Section 4.1(1)(g), in each case of clauses (1) through (5), in the ordinary course of business;

Section 4.2            Regarding the Arrangement

applicable, any other applicable Competition Laws or Foreign Investment Laws as promptly as commercially reasonable prior to the Outside Date.

Authority may have to such transactions under the HSR Act, Competition Act (Canada), Investment Canada Act or any other Applicable Law or (y) by any Governmental Authority in any Proceeding challenging such transactions as violative of the HSR Act, Competition Act (Canada), Investment Canada Act or any other Applicable Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and (ix) not take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any Person) if such action would (A) reasonably be expected to make it materially more likely that there would arise any impediments under any applicable Competition Law or Foreign Investment Law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority to the consummation of the transactions contemplated by this Agreement and the other transactions contemplated hereby as promptly as practicable or (B) impose any material delay in the expiration of any waiting period or obtaining of any approval from any Governmental Authority applicable to the transactions contemplated by this Agreement (the actions set forth in clauses (i) through (vii) of this ‎Section 4.2(1)(c) referred to collectively as, “Regulatory Actions”); provided, however, that nothing in this ‎Section 4.2 or otherwise in this Agreement shall require the Parent or its Subsidiaries or its controlled Affiliates to (and the Company and its respective Subsidiaries and controlled Affiliates shall not, without the Parent's prior written consent) offer, propose, negotiate, commit or agree to, take or effect any Regulatory Action that would be, or would reasonably be expected to be, in the aggregate, material to the Parent and its Subsidiaries (including the Company and its Subsidiaries), taken as a whole after giving effect to the transactions contemplated by this Agreement, but for purposes of this ‎Section 4.2(1)(c), “material” shall mean material measured on a scale relative only to the size of the Company and its Subsidiaries, taken as a whole; provided, further, that a Regulatory Action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Solely at the request of the Parent (and for the avoidance of doubt not without prior written consent from the Parent), the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Company or any of its Subsidiaries; provided that any such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement.

contemplated by this Agreement unless in each case it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat; and (iii) furnish the other Parties with copies of all filings and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their controlled Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to any Competition Laws or Foreign Investment Laws in connection with this Agreement. The Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under any Competition Law or Foreign Investment Law. Notwithstanding anything to the contrary in this Agreement, and without limiting or expanding the rights and obligations set forth in this ‎Section 4.2, the Parent shall have the right to direct all matters with any Governmental Authority consistent with its obligations hereunder; provided that the Parent reasonably consults with, and considers in good faith, the input of the Company; provided, further, that the Parent shall not extend any waiting period under the HSR Act or under any other Competition Law or Foreign Investment Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement without the prior written consent of the Company, which, in the case of the extending of any such waiting period, shall not be unreasonably withheld. Any documents or other materials provided pursuant to this ‎Section 4.2(1)(d) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or other competitively sensitive material, and the Parties may, as each deems advisable, reasonably designate any material provided under this ‎Section 4.2(1)(d) as “outside counsel only material.” Such “outside counsel only materials” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials.

Section 4.3            Access to Information; Confidentiality

counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this ‎Section 4.3, and such investigation shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this ‎Section 4.3 shall require the Company to provide any access, or to disclose any (A) information if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or (C) information protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts; provided that, in the case of clauses (A) and (C), the Company shall use reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any such Applicable Law or jeopardize the protection of the attorney-client privilege.

Section 4.4            Financing Assistance

customarily required for financings of the type contemplated by the Financing or for exchange offers of the type contemplated by the Exchange Offers, including (i) U.S. GAAP audited consolidated balance sheets and related consolidated statements of income and comprehensive income, statements of changes in equity and cash flows of the Company and its Subsidiaries for the most recent fiscal year ended at least sixty (60) days prior to the Effective Date, (ii) U.S. GAAP unaudited condensed consolidated balance sheets and related condensed consolidated statements of income and comprehensive income, statements of changes in equity and cash flows of the Company and its Subsidiaries for each subsequent fiscal quarter ended at least forty (40) days before the Effective Time (which shall have been reviewed by the independent accountants for the Company) (other than any fourth fiscal quarter), and the corresponding period in the prior year; provided that the financial statements required to be delivered pursuant to the foregoing clauses (i) and (ii) shall meet the requirements of Regulation S-X under the 1933 Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-3, and (iii) reasonably necessary historical information for the Parent to prepare customary pro forma financial information meeting the requirements of Regulation S-X under the 1933 Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-3;

payoff, discharge and termination of the indebtedness under the Company Credit Agreements concurrently with the Effective Date; and

reasonable efforts to provide, and will use commercially reasonable efforts to cause its Representatives (including counsel, financial advisors and auditors) and Subsidiaries to use their respective commercially reasonable efforts to provide, all reasonable and customary cooperation as may be reasonably requested by the Parent in connection with any Debt Offers including as set forth in Section 4.4(1); provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries; provided, further, that neither the Company nor counsel for the Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Debt Offer or execute any other instruments or agreements in connection therewith (in each case, except as provided in Section 4.4(3)). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Debt Offer will be selected by the Parent or its Affiliates, retained by the Parent or its Affiliates, and their fees and out-of-pocket expenses will be paid directly by the Parent or its Affiliates. If, at any time prior to the completion of the Debt Offers, the Company or any of its Subsidiaries, on the one hand, or the Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such Party that discovers such information shall use commercially reasonable efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by the Parent describing such information shall be disseminated to the holders of the applicable notes of the Company outstanding under the applicable Indenture.

operations of the Company and its Subsidiaries. If reasonably requested by the Parent or its Affiliates, the Company will use commercially reasonable efforts to provide, and will use commercially reasonable efforts to cause its legal counsel to provide, all customary certificates and legal opinions required by the trustee under the applicable Indenture in connection with the execution of any Supplemental Indentures to the extent (x) such certificates and legal opinions are required to be delivered before the Effective Time and (y) in the case of any such legal opinions, the trustee under the applicable Indenture requires an opinion of counsel to the Company thereunder. Notwithstanding the foregoing, in no event will the Company or its legal counsel be required to give any certificate or opinion with respect to a Debt Offer that, in the opinion of the Company, its legal counsel or the trustee under the 2028 Senior Notes Indenture and/or the 2030 Senior Notes Indenture, as applicable, does not comply with Applicable Laws or the 2028 Senior Notes Indenture and/or the 2030 Senior Notes Indenture, as applicable, or would not be accurate in light of the facts and circumstances at the time delivered.

(5)           Notwithstanding anything to the contrary set forth in this ‎Section 4.4, neither the Company nor any of its Subsidiaries shall be required to (i) take or permit the taking of any action pursuant to Section 4.4(1), ‎Section 4.4(2), Section 4.4(3) or Section 4.4(4) that (A) would require the Company, its Subsidiaries or any Persons who are directors or officers of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the Financing or any Debt Offers or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that is effective prior to the Effective Time, or that would be effective if the Effective

Time does not occur (in each case, except as provided in Section 4.4(3) and Section 4.4(1)(f)), (B) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries (unless waived by the Parent), (C)  would require the Company or any of its Subsidiaries to pay any commitment or other similar fee prior to the Effective Time or incur any other expense, liability or obligation in connection with the Financing or any Debt Offer (in the case of any other such expense, liability or obligation, that is not, subject to the limitations contained therein, subject to reimbursement or is not otherwise indemnified by the Parent pursuant to ‎Section 4.4(6)), (D) would cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (E) would cause any condition to the completion of the Arrangement set forth in Article 6 to fail to be satisfied by the Effective Time or otherwise result in a breach of this Agreement by the Company or (F) would result in a material violation or breach of, or a default under, any Material Contract to which the Company or any of its Subsidiaries is a party, the organizational documents of the Company or its Subsidiaries or any Applicable Law; (ii) provide access to or disclose information that the Company or any of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries (provided that the Company shall use commercially reasonable efforts to cause such information to be provided in a manner that would not result in such privilege concerns) or (iii) deliver or cause to be delivered any opinion of counsel (except as provided in Section 4.4(3)). Nothing contained in this ‎Section 4.4 or otherwise shall require the Company or any of its Subsidiaries, prior to the Effective Time, to commence any Debt Offers or become an obligor under the Financing.

Section 4.5            Stock Exchange Delisting

The Company shall cooperate with the Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Applicable Laws and the rules and policies of the NYSE to delist the Common Shares from the NYSE and deregister the Common Shares under the 1934 Act as promptly as practicable after the Effective Time.

Section 4.6            Tax Matters

Section 4.7            Employee Matters

salary or wages provided to such Continuing Employee as of immediately prior to the Effective Time, (ii) target cash and equity incentive compensation opportunities (excluding any change in control, retention or similar payments) that, in the aggregate, are no less favorable than the target cash and equity incentive compensation opportunities provided to such Continuing Employee as of immediately prior to the Effective Time (but the form of any particular incentive compensation opportunity need not be the same), and (iii) all other compensation and employee benefits that are substantially comparable in the aggregate to all other compensation and employee benefits provided to such Continuing Employee as of immediately prior to the Effective Time or that are provided to similarly situated employees of the Parent or its Subsidiaries (including severance eligibility and paid time off, but excluding defined benefit pension and retiree medical or life insurance benefits). With respect to any Continuing Employee covered under a Collective Agreement, in lieu of the foregoing, the Parent or its Subsidiaries shall employ each such Continuing Employee on the terms and conditions consistent with the applicable Collective Agreement.

the Company’s 401(k) plan (the “Company 401(k) Plan”). The Company shall provide the Parent with evidence that the Company 401(k) Plan has been terminated (the form and substance of which shall be subject to review and reasonable comment by the Parent) not later than two Business Days prior to the Effective Date. Notwithstanding the foregoing, the Company shall not terminate the Company 401(k) Plan if, not later than ten Business Days prior to the Effective Date, the Parent requests that the Company not terminate the relevant plan. If the Company 401(k) Plan is terminated prior to the Effective Time, Parent shall permit each Continuing Employee to immediately be eligible to participate in a defined contribution plan intended to be tax-qualified that is sponsored by Parent (a “Parent 401(k) Plan”) and to elect to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 402(c)(4) of the U.S. Tax Code), including in the form of cash or loan notes, in an amount equal to the entire eligible rollover distribution distributable to such Continuing Employee from the Company 401(k) Plan to the Parent 401(k) Plan.

Section 4.8            Insurance and Indemnification

company of nationally recognized standing providing protection no less favorable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 350% of the Company's current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries.

The Company shall promptly notify Parent of any Proceeding brought by shareholders of the Company against the Company and/or its directors relating to this Agreement, the Arrangement or the other transactions contemplated by this Agreement (whether directly or on behalf of the Company and its Subsidiaries or otherwise). Prior to the Effective Time, the Company shall control the defense or settlement of any litigation or other Proceedings against the Company or any of its directors relating to this Agreement and the transactions contemplated by this Agreement; provided that, other than Proceedings between or among the Parties, the Company shall give Parent the opportunity to consult with the Company prior to the Effective Time and keep Parent reasonably apprised on a reasonably prompt basis with respect to the defense or settlement of any litigation or other Proceedings against the Company or any of its directors relating to this Agreement, the Arrangement and the other transactions contemplated by this Agreement, including by giving Parent an opportunity to participate, at Parent’s expense, in such litigation or other Proceedings; and provided, further, that, other than Proceedings between or among the Parties, the Company agrees that it shall not settle any such litigation or other Proceedings without the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned.

Prior to the Effective Time, the Company shall either remove (or cause the removal of) or use reasonable best efforts to procure resignation letters from each of the directors and officers of the Company and each Subsidiary of the Company designated by the Parent in writing to the Company

within a reasonable time (which, at a minimum, provide for a sufficient time pursuant to Applicable Law) prior to the Effective Time, pursuant to which each such Person shall resign from his or her position as a director and/or officer of the Company and any Subsidiary of the Company effective as of the Effective Time.

Section 4.11         Section 16 Matters

The Company shall take all such steps as may be required to cause any dispositions of Common Shares in connection with the transactions contemplated by this Agreement (including derivative securities of such Common Shares) by each individual who is subject to the reporting requirements of Section 16(a) of the 1934 Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the 1934 Act.

Section 4.12         Financing Covenants

(a)       The Parent and the Purchaser shall use their commercially reasonable efforts to arrange and obtain the Financing, including using their commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable.

(b)       The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive

agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence.

(c)       The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter.

(d)       In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the

contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions).

(e)       For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder.

(f)       The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Section 4.13         Transferred Information

The Parties acknowledge that the disclosure of Transferred Information was necessary for the purposes of the Purchaser and the Parent in determining whether to enter into this Agreement and consummate the transactions contemplated herein. The Purchaser and the Parent shall at all times comply with all Applicable Laws governing the protection of Personal Information with respect to Transferred Information disclosed or otherwise provided to the Purchaser and/or the Parent by the Company and its Subsidiaries under this Agreement. The Purchaser and the Parent shall not disclose the Transferred Information without the consent of the Person concerned, unless authorized to do so under Applicable Law. Notwithstanding anything to the contrary herein, the Parties agree that any breach of this Section 4.13 by any Party shall not by itself cause any condition to the completion of the Arrangement in Article 6 to fail to be satisfied or give rise by itself to any right to terminate under Article 7.

Article 5
additional covenants regarding non-solicitation

Section 5.1            Non-Solicitation

indirectly, (i) solicit, initiate or take any action to knowingly induce the making, submission or announcement of, or knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (ii) enter into, participate or engage in any discussions or negotiations with, furnish any material nonpublic information relating to the Company or any of its Subsidiaries or knowingly afford access to the business, properties, assets, books or records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party, in each case relating to an Acquisition Proposal by such Third Party or that would reasonably be expected to lead to an Acquisition Proposal, (iii) (A) withhold (or qualify or modify in a manner adverse to the Parent or the Purchaser), or publicly announce its intention to do the same, the Company Recommendation, or fail to include the Company Recommendation in the Company Proxy in accordance with ‎Section 2.3, (B) other than with respect to a tender offer or exchange offer, within 5 Business Days of the Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any Acquisition Proposal or any material modification thereto is first published or broadly sent or given to the shareholders of the Company, (C) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or exchange offer (any of the foregoing in clauses (A) through (D), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be expected to lead to, an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal. Within four Business Days after the date hereof, the Company shall (i) request in writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal by such Person and its Representatives.

indication of interest with respect to an Acquisition Proposal that did not result from a material breach of ‎Section 5.1(1)(a) that the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, constitutes or would reasonably be expected to lead to a Superior Proposal and (B) furnish to such Third Party or its Representatives nonpublic information relating to the Company or any of its Subsidiaries and afford access to the business, properties, assets, books or records and personnel of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that, to the extent that any nonpublic information relating to the Company or its Subsidiaries is provided to any such Third Party or any such Third Party is given access which was not previously provided to or made available to the Parent, such nonpublic information or access is provided or made available to the Parent and its Representatives substantially contemporaneously with (and in any event within 24 hours of) the time it is provided to such Third Party; and

In addition, nothing contained in this Agreement shall prevent the Company or the Board of Directors (or any committee thereof) from (1) taking and disclosing to the Company Shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to shareholders with regard to the transactions contemplated by this Agreement or an offer, inquiry, proposal or indication of interest with respect to an Acquisition Proposal (provided that neither the Company nor the Board of Directors may make an Adverse Recommendation Change unless permitted by this ‎Section 5.1(1)(b)), (2) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act or (3) contacting and engaging in discussions with any person or group and their respective Representatives who has made an offer, inquiry, proposal or indication of interest with respect to an Acquisition Proposal that was not solicited in breach of this ‎Section 5.1 and was received by the Company after the date hereof, solely for the purpose of clarifying such offer, inquiry, proposal

or indication of interest and the terms thereof or informing such Third Party of the restrictions imposed by this ‎Section 5.1.

shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by the Parent that, if accepted by the Company, would be binding upon the Parent, and shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure of the Board of Directors to make such Adverse Recommendation Change would be inconsistent with its fiduciary duties under Applicable Law, and, in the case of Superior Proposal, that such Acquisition Proposal continues to constitute a Superior Proposal and (iv) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such Superior Proposal, the Company shall, in each case, have delivered to the Parent an additional notice consistent with that described in clause (i) above and a new notice period under clause (i) shall commence (provided that the notice period thereunder shall only be three Business Days) during which time the Company shall be required to comply with the requirements of this ‎Section 5.1(1)(d) with respect to such additional notice, including clauses (i) through (iii) above.

Article 6
CONDITIONS

Section 6.1            Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the written consent of each of the Parties:

Section 6.2            Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived (to the extent permitted by Applicable Law), in whole or in part, by the Purchaser in its sole discretion:

be true and correct in all respects as of the date hereof and as of the Effective Time as if made at and as of the Effective Time (in each case, other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time) without disregarding such Company Material Adverse Effect or other materiality qualifiers qualifications, (ii) the representations and warranties of the Company contained in Paragraph 10(b) (Absence of Certain Changes) of Schedule C shall be true and correct in all respects as of the date hereof and as of the Effective Time as if made at and as of the Effective Time, (iii) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all respects as of the date hereof and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), with only such exceptions in the case of this clause (iii) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (iv) the Parent shall have received a certificate signed by an executive officer of the Company to the effect that the conditions set forth in foregoing clauses (i) – (iii) and ‎Section 6.2(2) and ‎Section 6.2(3) have been satisfied.

(3)           Company Material Adverse Effect. There shall have not occurred a Company Material Adverse Effect since the date of this Agreement.

Section 6.3            Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Company and may only be waived (to the extent permitted by Applicable Law), in whole or in part, by the Company in its sole discretion:

Article 7
TERM AND TERMINATION

Section 7.1            Term

This Agreement shall be effective from the date hereof until the termination of this Agreement in accordance with its terms.

Section 7.2            Termination

manner that shall have materially contributed to the failure to complete the Arrangement on or before such date.

Section 7.3            Effect of Termination/Survival

Article 8
GENERAL PROVISIONS

Section 8.1            Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, without limitation:

Section 8.2            Expenses and Termination Fees

in the case of a termination by the Company, immediately before and as a condition to such termination.

(2)           If, (A) this Agreement is validly terminated by (1) the Parent or the Company pursuant to (x) ‎Section 7.2(1)(b)(iii) and at the time of such termination the Required Approval has not been received or (y) ‎Section 7.2(1)(b)(i) or (2) by the Parent pursuant to ‎Section 7.2(1)(d)(i), (B) following the execution and delivery of this Agreement and prior to such valid termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn or otherwise abandoned at least two Business Days prior to such termination of this Agreement, and (C) within 12 months following such valid termination of this Agreement, either an Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Proposal, then the Company shall concurrently with such consummation or entry into a definitive agreement, pay, or cause to be paid, to the Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Parent. For purposes of this ‎Section 8.2(2) all references to “twenty percent (20%)” in the definition of “Acquisition Proposal” shall be deemed to be references to “fifty percent (50%).”

Company Termination Fee or the Parent Termination Fee constitutes a reasonable estimate of the losses, damages, claims, costs or expenses that will be suffered by reason of any such valid termination of this Agreement and constitutes liquidated damages (and not a penalty) (and that neither such amount is excessive or unreasonably large, given the Parties’ intent and dealings with each other), and for greater certainty is not and is not intended to be an inducement, refund, reimbursement or assistance to either Party for entering into this Agreement, and hereby irrevocably waives, and agrees not to assert in any Proceeding arising out of or relating to this Agreement, any claim to the contrary.

Section 8.3            Expenses

Date in connection with, or incidental to, the Plan of Arrangement, the Company Proxy or the Company Meeting, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

Section 8.4            Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email and addressed:

Masonite International Corporation

1242 East 5th Avenue

Tampa, FL 33605

Attention: Legal Department

Email: [***********]

with a copy to (which shall not constitute notice):

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Benjamin M. Roth, Elina Tetelbaum

Email: BMRoth@WLRK.com; ETetelbaum@wlrk.com

MT Acquisition Co ULC

c/o Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

Attention: Gina A. Beredo, Executive Vice President, General Counsel and Corporate Secretary

Email: [***********]

with a copy to (which shall not constitute notice):

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: James Dougherty, Cheryl Chan

Email: james.dougherty@davispolk.com; cheryl.chan@davispolk.com

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

Attention: Gina A. Beredo, Executive Vice President, General Counsel and Corporate Secretary

Email: [***********]

with a copy to (which shall not constitute notice):

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: James Dougherty, Cheryl Chan

Email: james.dougherty@davispolk.com; cheryl.chan@davispolk.com

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day or (iii) if sent by email, on the date such email was sent if it is a Business Day and such email was sent prior to 5:00 p.m. (New York City time) and otherwise on the next Business Day (provided in the case of email that no "bounceback" or notice of non-delivery is received by the sender within thirty (30) minutes of the time of sending). A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

Section 8.5            Time of the Essence

Time is of the essence in this Agreement.

Section 8.6            Injunctive Relief

Each Party agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such Party in accordance with their specific terms or were otherwise breached by such Party. It is accordingly agreed that each Party shall be entitled to injunctive and other equitable relief to prevent breaches of this Agreement by any other Party, and to enforce compliance with the terms of this Agreement by any other Party without any requirement of the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which such Party may be entitled at law or in equity. The Parties hereby waive any defense, and agree not to assert (or interpose as a defense or in opposition), that a remedy of specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable

for any reason, that a remedy of monetary damages would provide an adequate remedy or that the Parties otherwise have an adequate remedy at law.

Section 8.7            Company Disclosure Letter and SEC Document References.

The Parties agree that any reference in a particular section of the Company Disclosure Letter shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company that are contained in the corresponding section of this Agreement and (b) any other representations and warranties (or covenants, as applicable) of the Company that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants, as applicable) is reasonably apparent on its face. The mere inclusion of an item in the Company Disclosure Letter will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Company Material Adverse Effect, and the disclosure therein of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any law, is not an admission that such breach, violation or default has occurred. Headings and subheadings have been inserted in certain sections of the Company Disclosure Letter for convenience of reference only and will not be considered a part of or affect the construction or interpretation of such sections. The information provided in the Company Disclosure Letter is being provided solely for the purpose of making disclosures under this Agreement. In disclosing such information, the disclosing party does not waive, and expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.

Section 8.8            Third Party Beneficiaries

Except as provided in ‎Section 4.8, and which, without limiting their terms, are intended as stipulations for the benefit of the Third Parties mentioned in such provisions (such Third Parties referred to in this ‎Section 8.8 as the "Indemnified Persons") and except for the rights of the Company Shareholders to receive the aggregate consideration following the Effective Time in accordance with, and subject to, the terms and conditions of this Agreement (including ‎Section 8.2(5)) and the right of the Company, on behalf of the holders of Common Shares, holders of RSUs, holders of PRSUs and holders of SARs (each of which are third party beneficiaries of this Agreement to the extent required for this provision to be enforceable), to pursue specific performance as set forth in ‎Section 8.6 or, if specific performance is not sought or granted as a remedy, damages (which damages the parties acknowledge and agree will not be limited to reimbursement of expenses or out of pocket costs and may include the benefit of the bargain lost by such holders (including the premium reflected in the aggregate consideration payable by the Purchaser pursuant to the Arrangement, which was specifically negotiated by the Board of Directors on behalf of such holders and taking into consideration all other relevant matters)) in the event of a breach by Parent of this Agreement, it being agreed that in no event shall any such holder be entitled to enforce any of its rights, or any of Parent’s or Purchaser’s obligations, under this Agreement in the event of any such breach, but rather the Company shall have the sole and exclusive right to do so, as agent for such holders, the Parties intend that this Agreement will not benefit or create any right or cause of action in favor of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any Proceeding or other forum.

Section 8.9            Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 8.10         Entire Agreement

This Agreement, together with the Confidentiality Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

Section 8.11         Successors and Assigns

Section 8.12         Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.13         Governing Law

Section 8.14         Rules of Construction

The Parties to this Agreement waive the application of any Applicable Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

Section 8.15         No Liability

No director or officer of the Parent or the Purchaser shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Parent or the Purchaser. No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Parent or the Purchaser under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.

Section 8.16         Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

Section 8.17         Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties agree that electronic signatures will have the same legal effect as original signatures and that the Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

Section 8.18         Financing Parties

Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself and its Subsidiaries and its controlled Affiliates and their respective Representatives (collectively, the “Company Parties”) hereby: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving the Financing Parties, arising out of or relating to this Agreement, any Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or New York State courts located in the County of New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court;

(b) agrees that any such Proceeding shall be governed by the laws of the State of New York, except as expressly otherwise provided in any applicable commitment letter or other applicable definitive document relating to the Financing; (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or New York State court in the County of New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by Applicable Law trial by jury in any Proceeding brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Financing Parties will have any liability to any of the Company Parties relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agrees that (and each other Party agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.18, and such provisions and the definition of “Financing Parties” and “Financing” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Parties. Notwithstanding the foregoing, nothing in this Section 8.18 shall in any way limit or modify (i) the rights and obligations of Parent under this Agreement, (ii) any Financing Party’s obligations under any commitment letter relating thereto, to the other parties party thereto on the terms and conditions set forth therein, or (iii) following the Effective Time, solely to the extent the Company and/or any of its Subsidiaries are parties to the Financing at such time, the rights of the Company and/or its Subsidiaries that are party to the Financing.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

Signature Page to Arrangement Agreement

Schedule "A"
PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
INTERPRETATION

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“2012 Plan” means the Company Amended and Restated 2012 Equity Incentive Plan, as most recently amended and/or restated.

“2021 Plan” means the Company 2021 Omnibus Incentive Plan, as most recently amended and/or restated.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that, for purposes of this Agreement, the Parent and the Purchaser shall be deemed not to be Affiliates of the Company and vice versa.

"Applicable Law" means, with respect to any Person, any transnational, domestic or foreign federal, state, provincial or local law, constitution, treaty, act, statute, code, rule, regulation, order, injunction, judgment, decree, writ, award, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority in any relevant jurisdiction that is binding upon or applicable to such Person, including any Competition Law or Foreign Investment Law.

"Arrangement" means an arrangement pursuant to the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Parent, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated as of February 8, 2024 among the Parent, the Purchaser and the Company (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting.

"BCBCA" means the Business Corporations Act (British Columbia).

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Vancouver, British Columbia, Toronto, Ontario or New York, New York.

"Cash-Out PRSU" means each PRSU that is outstanding immediately prior to the Effective Time that (i) is held by a holder who is not a Company Employee as of immediately prior to the Effective

Time or (ii) vests automatically on or prior to the Effective Time in accordance with the terms and conditions applicable to such PRSU.

"Cash-Out RSU" means each RSU that is outstanding immediately prior to the Effective Time that (i) is held by a holder who is not a Company Employee as of immediately prior to the Effective Time or (ii) vests automatically on or prior to the Effective Time in accordance with the terms and conditions applicable to such RSU.

"Common Shares" means the common shares in the capital of the Company.

"Company" means Masonite International Corporation, a corporation incorporated under the laws of British Columbia.

"Company Disclosure Letter" means the disclosure letter dated the date of the Arrangement Agreement and delivered by the Company to the Parent and the Purchaser with the Arrangement Agreement.

"Company Employee" means an employee of the Company or its Subsidiaries.

"Company Equity Awards" means the RSUs, PRSUs and SARs.

"Company Meeting" means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

"Company Shareholders" means the registered or beneficial holders of the Common Shares, as the context requires.

"Competition Laws" means the HSR Act, Competition Act (Canada) and all other Applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade.

"Consideration" means $133.00 in cash per Common Share, without interest.

"Court" means the Supreme Court of British Columbia.

"Depositary" means American Stock Transfer & Trust Company, in its capacity as depositary for the Arrangement, or such other Person as the Company and the Parent mutually agree to engage as depositary for the Arrangement.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Shareholder" means a registered holder of Common Shares as of the Record Date who has duly and validly exercised its Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Right and who is ultimately determined to be entitled to be paid the fair value of its Common Shares.

"DRS Advice" means a direct registration statement advice.

"Effective Date" means the date on which the Arrangement becomes effective, which shall be the date on which the Effective Time occurs.

“Effective Time” means the time of the consummation of the Arrangement in accordance with the terms of the Arrangement Agreement.

"Employee Share Purchase Plan" means the Company 2014 Employee Stock Purchase Plan, as most recently amended and/or restated.

“Equity Award Exchange Ratio” means a fraction, the numerator of which is the Consideration and the denominator of which is the Parent Trading Price.

“Equity Plans” means the Employee Share Purchase Plan, 2012 Plan and 2021 Plan.

"Final Order" means the final order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to the Company and the Parent, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Parent, each acting reasonably) at any time prior to the Effective Date.

“Foreign Investment Laws” means the Investment Canada Act and any other Applicable Law intended to prohibit, restrict, or regulate acquisitions or investments in Persons organized, domiciled, or operating in a jurisdiction by foreign Persons.

"Governmental Authority" means any transnational, domestic or foreign federal, state, provincial or local governmental, regulatory or administrative authority, department, court, agency or official, or the NYSE or any self-regulatory organization.

"Interim Order" means the interim order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to the Company and the Parent, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Parent, each acting reasonably.

"Letter of Transmittal" means the letter of transmittal, in customary form and containing such provisions as the Company and Parent may reasonably specify, to be sent to the Company Shareholders in connection with the Arrangement.

"Lien" means, with respect to any property or asset, any mortgage, lien (statutory or otherwise), pledge, charge, hypothecation, security interest, encumbrance or other similar adverse claim of any kind in respect of such property or asset.

"NYSE" means the New York Stock Exchange.

"Parent" means Owens Corning, a corporation formed under the laws of the State of Delaware.

“Parent Common Stock” means common stock of the Parent, par value of $0.01 per share.

"Parent RSU" means a time-vesting restricted stock unit award of the Parent.

“Parent Trading Price” means the volume weighted average closing sale price of one share of Parent Common Stock as reported on the New York Stock Exchange for the 10 consecutive trading days ending on the date that is two trading days prior to the Effective Date (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events) as reported by Bloomberg L.P.

"Parties" means the Company, the Parent and the Purchaser and "Party" means any one of them.

"Person" means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

"Plan of Arrangement" means this plan of arrangement and any amendments or variations made in accordance with the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made

at the direction of the Court in the Final Order with the prior written consent of the Company and the Parent, each acting reasonably.

"PRSU" means a performance-based restricted share unit issued by the Company pursuant to, or otherwise governed by the Equity Plans, that vests in whole or in part based on the achievement of performance goals, pursuant to which the holder has a right to receive Common Shares or an equivalent cash payment after the vesting or lapse of restrictions applicable to such unit. "PRSUs" shall not include any RSUs.

"PRSU Consideration" means, with respect to any Cash-Out PRSU, an amount in cash equal to the product of (A) the number of Common Shares that are subject to such Cash-Out PRSU immediately prior to the Effective Time determined in accordance with Section 2.7 of the Company Disclosure Letter, multiplied by (B) the Consideration.

"Purchaser" means MT Acquisition Co ULC, an unlimited liability company incorporated under the laws of British Columbia, or, in accordance with Section 8.11 of the Arrangement Agreement, any of its successors or permitted assigns.

"Record Date" means the record date for the purpose of determining Company Shareholders entitled to receive notice of and to vote at the Company Meeting.

"Registrar" means the Person appointed as the Registrar of Companies under section 400 of the BCBCA.

"Rollover PRSU" means each PRSU (other than a Cash-Out PRSU) that is outstanding immediately prior to the Effective Time

"Rollover RSU" means each RSU (other than a Cash-Out RSU) that is outstanding immediately prior to the Effective Time.

"RSU" means a restricted share unit issued by the Company pursuant to, or otherwise governed by the Equity Plans, that vests solely upon the continued service of the holder over a specified period of time (including any such unit subject to any previously satisfied performance goals), pursuant to which the holder has a right to receive Common Shares or an equivalent cash payment after the vesting or lapse of restrictions applicable to such unit. "RSUs" shall not include any PRSUs.

"RSU Consideration" means, with respect to any Cash-Out RSU, an amount in cash equal to the product of (A) the number of Common Shares that are subject to such Cash-Out RSU immediately prior to the Effective Time, multiplied by (B) the Consideration.

"SAR" means a share appreciation right issued by the Company pursuant to, or otherwise governed by any of the Equity Plans, representing a right to receive Common Shares or an equivalent cash payment upon exercise.

"SAR Consideration" means, in respect of any SAR, an amount in cash equal to the product of (i) the excess, if any, of the Consideration over the exercise price per Common Share subject to such SAR, multiplied by (ii) the number of Common Shares covered by such SAR immediately prior to the Effective Time.

"Subsidiary" means, with respect to any Person, (i) any entity of which such Person, directly or indirectly, owns (A) securities or other ownership interests having ordinary voting power to elect a majority of the board or other governing body of directors or other Person or body performing similar functions or (B) more than 50% of the outstanding equity or financial interests or (ii) any entity in

which such Person is or any of its Subsidiaries is a general partner or managing member of such other Person.

"Tax Act" means the Income Tax Act (Canada).

"Tax Returns" means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including schedules or documents with respect thereto, estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes (and any amendments thereof or appendices or attachments thereto).

"Taxes" means any taxes or other assessments, duties, imposts, fees or charges in the nature of a tax (including withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax.

"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended.

In this Plan of Arrangement, unless otherwise specified:

The words "hereof," "herein" and "hereunder" and words of like import used in this Plan of Arrangement will refer to this Plan of Arrangement as a whole and not to any particular provision of this Plan of Arrangement. The captions herein are included for convenience of reference only and will be ignored in the construction or interpretation hereof. References to "Articles" and "Sections" are to Articles and Sections of this Plan of Arrangement unless otherwise specified. Any singular term in this Plan of Arrangement will be deemed to include the plural, and any plural term the singular. Whenever the words "include," "includes" or "including" are used in this Plan of Arrangement, they will be deemed to be followed by the words "without limitation," whether or not they are in fact followed by those words or words of like import. "Writing," "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word "or" will not be deemed to be exclusive. The word "extent" and the phrase "to the extent" when used in this Plan of Arrangement will mean the degree to which a subject or other thing extends, and such word or phrase will not simply "if." References to any statute, law or other Applicable Law will be deemed to refer to such statute, law or other Applicable Law as amended from time to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Except as otherwise expressly set forth herein, all amounts required to be paid hereunder will be paid in United States currency in the manner and at the times set forth herein. Unless otherwise specifically indicated, all references to "dollars" and "$" will be deemed references to the lawful money of the United States of America. References to "law," "laws" or to a particular statute or law will be deemed to also include any Applicable Law. References to time are to local time in New York, New York.

Article 2
THE ARRANGEMENT

This Plan of Arrangement is made pursuant to, is subject to the provisions of and forms part of the Arrangement Agreement.

This Plan of Arrangement and the Arrangement will become effective at, and be binding at and after, the times referred to in Section ‎2.3 on: (i) the Company, (ii) the Purchaser, (iii) the Parent, (iv) all registered and beneficial Company Shareholders (including Dissenting Shareholders), (v) the holders of Company Equity Awards and participants in the Employee Share Purchase Plan; and (vi) the Depositary, in each case without any further act or formality required on the part of the Court, the Registrar or any other Person.

At the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially in the order set out below without any further authorization, act or formality, in each case, effective as at one minute intervals starting at the Effective Time, except as indicated otherwise:

the Company Disclosure Letter, each such Parent RSU shall be subject to substantially the same terms and conditions as applied to the corresponding Rollover PRSU immediately prior to the Effective Time, including any “double-trigger” vesting provisions applicable to the Rollover PRSUs pursuant to their terms as in effect on the date of this Plan of Arrangement;

Article 3
RIGHTS OF DISSENT

Each registered holder of Common Shares as of the Record Date may exercise dissent rights with respect to any Common Shares held by such holder ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order and this Section 3.1, provided that, notwithstanding Section 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in Section 242(1)(a) of the BCBCA must be received by the Company not later than 5:00 p.m. on the date that is two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Shareholder that duly exercises such holder's Dissent Rights shall, notwithstanding anything to the contrary in Section 245 of the BCBCA, be deemed to have transferred the Common Shares held by such holder and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Common Shares as set out in this Section 3.1), as provided in Section 2.3(f) and if they:

Time, and the names of such Dissenting Shareholders shall be removed from the Company's central securities register in respect of those Common Shares at the same time as the event described in Section 2.3(f) occurs.

Article 4
CERTIFICATES AND PAYMENTS

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will pay in exchange for such lost, stolen or destroyed certificate, the Consideration that such Company Shareholder has the right to receive in accordance with Section 2.3 and such Company Shareholder's Letter of Transmittal. When authorizing such payment for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall, as a condition precedent to the payment of such Consideration, give a bond satisfactory to the Parent and the Depositary (each acting reasonably) in such sum as the Parent may direct (acting reasonably), or otherwise indemnify the Company, the Purchaser, the Parent and the Depositary in a manner satisfactory to the Parent and the Depositary (acting reasonably) against any claim that may be made against the Company, the Purchaser, the Parent or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Each of the Purchaser, the Parent, the Company, any Subsidiaries of the foregoing, or the Depositary shall be entitled to deduct and withhold from the amounts otherwise payable under this Plan of Arrangement to any Person, such amounts as are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any Applicable Law and shall remit such deducted and withheld amount to the appropriate Governmental Authority. To the extent that amounts are so properly deducted and withheld and remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Plan of Arrangement as having been paid to such Person, in respect of which such deduction and withholding and remittance was made.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

All aggregate amounts of cash consideration to be received under this Plan of Arrangement will be calculated to the nearest cent ($0.01). All calculations and determinations made in good faith by the Purchaser, the Parent, the Company, any of the Subsidiaries of the foregoing, or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.

Article 5
AMENDMENTS

Article 6
PARAMOUNTCY

From and after the Effective Time (i) this Plan of Arrangement shall take precedence and priority over any and all Common Shares, Company Equity Awards and the Employee Share Purchase Plan, (ii) the rights and obligations of registered and beneficial holders of Common Shares (including Dissenting Shareholders) and Company Equity Awards, participants under the Employee Share Purchase Plan, the Company, the Purchaser, the Parent, the Depositary and any trustee or registrar and transfer agent for the Common Shares and any of the Company Equity Awards, shall be solely as provided for in this Plan of Arrangement, and (iii) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Common Shares, Company Equity Awards and

the Employee Share Purchase Plan shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

Article 7
FURTHER ASSURANCES

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Schedule B

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

things as such person determines may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

Schedule C

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

and (iii) resolved to recommend that the Company Shareholders vote in favor of the Arrangement Resolution in accordance with Applicable Law (such recommendation, the "Company Recommendation").

The execution, delivery and performance by the Company of this Agreement and the completion by the Company of the transactions contemplated hereby require no action by or in respect of, or filing by the Company with, any Governmental Authority, other than (a) compliance with any applicable Competition Law or Foreign Investment Law, (b) the filing with the SEC of such reports and other filings under, and compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable Securities Laws (including filing, or causing to be filed, the Company Proxy and the clearance thereof by the SEC), (c) the Interim Order and the Final Order, (d) the Specified Regulatory Approvals and (e) any other actions or filings (i) required solely by reason of the participation of the Purchaser or the Parent (as opposed to any Third Party) in the transactions contemplated hereby or (ii) the absence of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

The execution, delivery and performance by the Company of this Agreement and, assuming compliance with the matters referred to in Paragraph 3 of this Schedule C and, in the case of the completion of the transactions contemplated hereby, receipt of the Required Approval, the completion of the transactions contemplated hereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Constating Documents of the Company, (b) contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (c) require any consent or other action by any Person under, violate, conflict with, result in breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or cause or permit the termination, acceleration of performance or cancellation of any Contract binding upon the Company or any of its Subsidiaries or (d) result in the creation or imposition of any Lien on any properties, rights or asset of the Company or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (b) through (d), as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

and validly issued as fully paid and non-assessable, all Common Shares issuable upon the settlement or exercise, as applicable, of RSUs, PRSUs, SARs or purchase rights under the Employee Share Purchase Plan have been duly authorized and, upon issuance, shall be validly issued as fully paid and non-assessable, and no Common Shares have been issued, and no RSUs, PRSUs, SARs or purchase rights under the Employee Share Purchase Plan have been granted in violation of any Applicable Law, Order or any pre-emptive or similar rights applicable to them.

conducted and to own, lease or operate its respective properties, rights and assets, except for any failure to be so formed, existing and in good standing or any failure to have such power or authority as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified to do business as a foreign entity and (where applicable) is in good standing in each jurisdiction where the properties, or assets owned, operated or leased by it or the conduct of its business in such jurisdiction, as currently conducted, requires such qualification, except for those jurisdictions where failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All "significant subsidiaries" (as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC) of the Company and their respective jurisdictions of organizations as of the date hereof are identified in the Company's annual report on Form 10-K for the fiscal year ended January 1, 2023. The Company has made available to the Parent true, complete and correct copies of the certificate of incorporation and bylaws or other organization documents of each non-wholly owned Subsidiary of the Company in effect as of the date hereof. None of the Subsidiaries of the Company is in violation of its Constating Documents.

and other documents required to be filed with or furnished to the SEC by the Company pursuant to Applicable Laws (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Company SEC Documents").

The audited consolidated financial statements (including any related notes and schedules) and unaudited consolidated interim financial statements (including any related notes and schedules) of the Company included or incorporated by reference in the Company SEC Documents (a) were prepared in accordance with GAAP (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q) and (b) fairly present in all material respects, in conformity with GAAP applied on consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to, in the case of any unaudited consolidated interim financial statements, normal year-end audit adjustments and the absence of footnotes). There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements (and neither the Company nor any Subsidiary of the Company has any commitment to become a party to any off-balance sheet arrangement) of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC.

The Company Proxy will, with respect to information regarding the Company, when filed, comply as to form in all material respects with the applicable requirements of the 1934 Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Company Proxy will, at the date it (and any amendments or supplements thereto) is first mailed to the shareholders of the Company and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Purchaser or the Parent or any of their respective Representatives in writing specifically for use or incorporation by reference therein.

Since January 1, 2023 (the "Balance Sheet Date") through the date of this Agreement, (a) the business of the Company and its Subsidiaries has been conducted in the ordinary course of business in all material respects and (b) there has not been any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Balance Sheet Date through the date of this Agreement, there has not been any action taken by the Company or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Effective Time without the Parent’s consent, would constitute a material breach of clauses (c), (d), (e), (f), (g), (j), (l), (m), (n), (o) or (p) of ‎Section 4.1(1).

There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or notes thereto); (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

There is, and since January 1, 2022 has been, no (a) Proceeding pending, or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries in such capacity before any Governmental Authority or (b) Order outstanding against the Company or any of its Subsidiaries, in each case, except as has not been, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole. As of the date hereof, there is no Proceeding pending, or, to the Knowledge of the Company, threatened, against the Company and there is no Order outstanding that in any manner seeks to prevent, enjoin or materially delay the Company's ability to consummate the transactions contemplated by this Agreement or any of the other transactions contemplated hereby.

contesting the ownership, validity, registrability, scope or enforceability of any Intellectual Property of any other Person.

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) Tax Returns required by law to be filed with any Governmental Authority by, or on behalf of, the Company or any of its Subsidiaries have been filed when due in accordance with Applicable Law (taking into account any applicable extensions), and all such Tax Returns are, or shall be at the time of filing, true and complete, (ii) the Company and each of its Subsidiaries has paid (or has had paid on its behalf) or has collected, withheld and remitted to the appropriate Governmental Authority all Taxes due and payable on a timely basis, (iii) there is no audit, Proceeding or investigation now pending or, to the Company's Knowledge, threatened against or with

respect to the Company or its Subsidiaries in respect of any Tax, (iv) there are no currently effective elections, agreements or waivers, in each case, extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes, or of the filing of any Tax Return (other than automatic extensions) or any payment of Taxes by the Company or any of its Subsidiaries, (v) no Tax deficiency has been asserted against the Company or any of its Subsidiaries that has not been resolved or paid in full, (vi) in the past three years, no claim has been made by any Governmental Authority in a jurisdiction where the Company or a Subsidiary of the Company does not file a particular type of Tax Return or pay a particular type of Tax that the Company or a Subsidiary is or may be required to file such Tax Return or pay such Tax, (vii) there are no Liens on any of the assets of the Company or any of its Subsidiaries attributable to Taxes other than Permitted Liens, (viii) neither the Company nor any Subsidiary of the Company (A) is, or has been, a member of any affiliated, consolidated, combined or unitary Tax group, other than a group the common parent of which is or was the Company or any Subsidiary, (B) has any liability for Taxes of any Person (other than the Company or any Subsidiary of the Company) arising from the application of Treasury Regulations Section 1.1502-6 (or any analogous provision of U.S. state or local or non-U.S. Tax law) or as a transferee or successor or (C) is a party to any Tax allocation, sharing, indemnity or reimbursement agreement or arrangement (other than any customary Tax indemnification provisions in ordinary course commercial agreements or agreements that are not primarily related to Taxes or agreements exclusively between or among the Company and its wholly owned Subsidiaries), (ix) neither the Company nor any of its Subsidiaries has any obligation pursuant to Section 965 of the U.S. Tax Code, (x) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2), any “reportable transaction” as defined in subsection 237.3(1) of the Tax Act or any “notifiable transaction” as defined in subsection 237.4(1) of the Tax Act, and neither the Company nor any of its Subsidiaries has been a “distributing” corporation or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the U.S. Tax Code) in any distribution of stock during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the U.S. Tax Code, and (xi) each of the Company, 0993477 B.C. Unlimited Liability Company, Sacopan, Inc., and Crown Door Corp., is a taxable Canadian corporation as defined in the Tax Act.

Hazardous Substances generated by the Company or any of its Subsidiaries have been disposed or released, in quantities or concentrations that require investigation, remediation or monitoring by the Company or any of its Subsidiaries pursuant to any Environmental Law; and

assumption or endorsement thereof (in each case whether incurred, assumed, guaranteed or secured by any asset), in each case, in the principal amount of $3,000,000 or more (including any related security or pledge agreements), other than Contracts among the Company and its wholly owned Subsidiaries;

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries maintain insurance in such amounts and against such risks and with such carriers as the Company reasonably has determined to be prudent, taking into account the industries in which the Company and its Subsidiaries operate and as is sufficient to comply with Applicable Law, (ii) all insurance policies of the Company and its Subsidiaries are in full force and effect, except for any expiration thereof in accordance with the terms thereof and the limits and sub limits of such policies have not been exhausted or materially diminished, (iii) all premiums payable under all such policies have been timely paid, the Company and its Subsidiaries are in compliance with all other terms and conditions (including any notification requirements) of all such policies and neither the Company nor any of its Subsidiaries is in breach of, or default under, any such insurance policy and (iv) no written notice of cancellation or termination or premium increase has been received with respect to any such insurance policy.

Except for fees (including a good faith estimate of the amounts due and payable assuming the Effective Time occurs) set forth on Section 24 of the Company Disclosure Letter, there is no investment banker, financial advisor, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who might be entitled to any fee or commission from the Company or any of its Affiliates in connection with the transactions contemplated by this Agreement.

The Board of Directors has received the opinion of each of Goldman Sachs & Co. LLC and Jefferies LLC, financial advisors to the Company, to the effect that, as of the date of the applicable opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the Consideration to be received in the Arrangement by holders of Common Shares (other than, as applicable, the Parent, the Purchaser and their respective Affiliates) pursuant to this Agreement was fair, from a financial point of view, to such holders. The Company shall have provided to the Parent a copy of each such written opinion promptly following the execution and delivery of this Agreement.

The Company has not entered into any non-disclosure agreement (or similar arrangement or agreement) with any party listed in Paragraph 26 of the Company Disclosure Letter in respect of the acquisition of the Company pursuant to the Arrangement Agreement during the two year period immediately preceding the date hereof.

Except for the representations and warranties set forth in Schedule D, in any certificate delivered pursuant to this Agreement, the Company acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Purchaser or the Parent to the Company, and the Company hereby disclaims reliance on any such other representation or warranty, whether by or on behalf of the Purchaser or the Parent, and notwithstanding the delivery or disclosure to the Company, or any of its Representatives or Affiliates, of any documentation or other information by the Purchaser, the

Parent or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing.

Schedule D

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER

The execution, delivery and performance by each of the Purchaser and the Parent of this Agreement and the completion by each of the Purchaser and the Parent of the other transactions contemplated to be completed by such Person hereby require no action by or in respect of, or filing by the Purchaser or the Parent with, any Governmental Authority, other than (a) compliance with any applicable Competition Law or Foreign Investment Law, (b) the filing with the SEC of such reports and other filings under, and compliance with any applicable requirements of the 1934 Act and any other applicable Securities Laws, (c) compliance with the rules and regulations of the NYSE, (d) the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Parent or the Purchaser is qualified to do business as required by Applicable Law, (e) compliance with any applicable Foreign Investment Law, (f) obtaining the Specified Regulatory Approvals and (g) any other actions or filings (i) required solely by reason of the participation of the Company (as opposed to any Third Party) in the transactions contemplated hereby or (ii) the absence of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

The execution, delivery and performance by each of the Purchaser and the Parent of this Agreement and, assuming compliance with the matters referred to in Paragraph 3 of this Schedule D, the completion of the transactions contemplated to be completed by such Person hereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Constating Documents of the Purchaser or the Parent, (b) contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (c) require any consent or other action by any Person under, violate, conflict with, result in breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or cause or permit the termination, acceleration of performance or cancellation of any agreement binding upon the Purchaser or the Parent or any of their respective Subsidiaries or (d) result in the creation or imposition of any Lien on any properties, rights or asset of the Purchaser or the Parent or any of their respective Subsidiaries, with only such exceptions, in the case of each of clauses (b) through (d), as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

There is, and since January 1, 2022 has been, no (a) Proceeding pending, or, to the Knowledge of the Parent, threatened, against the Parent or any of its Subsidiaries or any officer, director or employee of the Parent or any of its Subsidiaries in such capacity before any Governmental Authority or (b) Order outstanding against the Parent or any of its Subsidiaries, in each case except as has not been, and would not reasonably be expected to be, material to the Parent and its Subsidiaries, taken as a whole. As of the date hereof, there is no Proceeding pending, or, to the Knowledge of the Parent, threatened, against the Parent and there is no Order outstanding that in any manner seeks to prevent, enjoin or materially delay the Parent's or the Parent's ability to consummate the transactions contemplated by this Agreement or any of the other transactions contemplated hereby.

Except for Morgan Stanley & Co. LLC and Lazard Freres & Co. LLC, there is no investment banker, financial advisor, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Parent or any of its Subsidiaries who might be entitled to any fee or commission from the Parent or any of its Affiliates in connection with the transactions contemplated by this Agreement.

The Parent has delivered to the Company a true, complete and fully executed copy of a commitment letter, dated as of the date hereof (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter as described below (provided that the fee amounts, “market flex,” pricing terms, pricing caps and other commercially sensitive terms in any such fee letter may be redacted), as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date hereof in compliance with Section 4.12, the “Debt Commitment Letter”), from the Financing Parties party thereto confirming their respective commitments to provide the Parent with debt financing, subject to the terms and conditions thereof, in connection with the transactions contemplated hereby in the amount set forth therein (the “Financing”).

The Debt Commitment Letter is in full force and effect and is a valid and binding obligation of the Parent and, to the Knowledge of the Parent, the other parties thereto, enforceable against the Parent and, to the Knowledge of the Parent, the other parties thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the date hereof, the Debt Commitment Letter has not been amended or modified, the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified, and no such amendment, modification, withdrawal or rescission of the Debt Commitment Letter is currently contemplated or the subject of current discussions (other than (x) amendments to add additional lenders, arrangers and agents or reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto or (y) reductions in the commitments as contemplated by the Debt Commitment Letter in accordance with the terms thereof). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of the Parent or any of its Affiliates or, to the Knowledge of the Parent, any other Person, under the Debt Commitment Letter. All fees (if any) required to be paid under the Debt Commitment Letter on or prior to the date hereof have been paid in full.

There are no conditions precedent directly or indirectly related to the funding of the full amount of the Financing other than as expressly set forth in the Debt Commitment Letter. Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings entered into by the Parent or any Affiliate thereof related to the funding or investing, as applicable, of the Financing (except for (i) customary fee letters relating to the commitments in the Debt Commitment Letter, a true, complete and fully executed copy of each of which has been provided to the Company, with only the fee amounts, “market flex,” pricing terms, pricing caps and other commercially sensitive terms redacted; provided that the Parent represents and warrants that the market flex provisions in such fee letter do not permit the imposition of any new conditions (or the modification or expansion of any existing conditions) or (ii) customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Financing). As of the date hereof, assuming the satisfaction of the conditions to the Parent’s obligation to complete the Arrangement, the Parent has no reason to

believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing will not be available to the Parent at the Effective Time.

Assuming the Financing is funded at or immediately prior to the Effective Time in accordance with the Debt Commitment Letter and the Arrangement is completed in accordance with the terms of this Agreement following satisfaction of the conditions precedent thereto, the aggregate proceeds of the Financing (after giving effect to any market flex provisions), together with any cash on hand, available lines of credit and other sources of immediately available funds, will be in an amount sufficient to enable the Parent to make the cash portion of the payment of the aggregate Consideration payable by the Purchaser pursuant to the Plan of Arrangement and any other amounts to be paid by the Parent or the Purchaser hereunder or under the Debt Commitment Letter. The Parent acknowledges and agrees that the availability of funds (including the Financing) will not be a condition to the obligation of the Parent or the Purchaser to consummate the transactions contemplated hereby.

Except for the representations and warranties set forth in Schedule C, in any certificate delivered pursuant to this Agreement, each of the Parent and the Purchaser acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to the Purchaser or the Parent, and each of the Purchaser and the Parent hereby disclaims reliance on any such other representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to the Purchaser or the Parent, or any of their respective Representatives or Affiliates, of any documentation or other information by the Company or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing.

Exhibit 99.1

Owens Corning Announces $3.9 Billion Acquisition of Masonite to Strengthen Position

in Building and Construction Materials

 

·

Expands Owens Corning’s leadership position in branded residential products with a leading manufacturer of innovative interior and exterior doors and door systems

 

·

Creates a scalable new growth platform within a $27 billion addressable market leveraging combined commercial, operational, and innovation capabilities

 

·

Enhances Owens Corning’s attractive financial profile by growing revenue and earnings to approximately $12.6 billion, with adjusted EBITDA of $2.9 billion on a pro forma basis1 including cost synergies of approximately $125 million generated through scale and operational savings

 

·

Reinforces disciplined capital allocation strategy with net debt-to-EBITDA resulting from the transaction in the 2-3x target range and additional deleverage to 2.0x by year-end 2024; low double-digit percentage accretive to free cash flow by end of 2025

 

·

Owens Corning also announces strategic review of its glass reinforcements business within the company’s Composites segment

 

·

Owens Corning will host investor and analyst call today at 8:30 a.m. ET

 

TOLEDO, Ohio and TAMPA, Florida –– February 9, 2024 –– Owens Corning (NYSE: OC), a leader in global building and construction materials, and Masonite International Corporation (“Masonite”) (NYSE: DOOR), a leading global provider of interior and exterior doors and door systems, today announced they have entered into a definitive agreement under which Owens Corning will acquire all outstanding shares of Masonite for $133.00 per share in cash, representing an approximate 38% premium to Masonite’s closing share price on February 8, 2024 and an approximate 46% premium to Masonite’s 20-day volume-weighted average price. The implied transaction value is approximately $3.9 billion, implying a purchase multiple of approximately 8.6x 2023E adjusted EBITDA² or 6.8x when including synergies of $125 million.

 

The addition of Masonite’s market-leading doors business creates a new growth platform for Owens Corning, strengthening the company’s position in residential building materials and extending its offering of highly valued products and brands. Leveraging Owens Corning’s unique commercial capabilities and proven go-to-market model serving contractors, builders, and distributors, the company expects to build on Masonite’s strong track record of innovation, brand quality, and category excellence to further grow in the doors market.

 

Founded in 1925, Masonite designs, manufactures, and markets doors and door systems, with a vertically integrated manufacturing model serving both repair and remodel and new construction demand. Masonite operates 64 manufacturing and distribution facilities, primarily in North America, and has over 10,000 employees globally.

 

 

 

“We are excited by this opportunity to add a scalable new growth platform for our company,” said Brian Chambers, Board Chair and Chief Executive Officer of Owens Corning. “Masonite is a market leader that complements our existing residential interior and exterior product offering and has consistently demonstrated top-line growth and margin expansion. The combination of our commercial, operational, and innovation capabilities allows us to accelerate our long-term enterprise growth strategy with a clear line of sight to meaningful synergies and increased cash flow generation. We look forward to welcoming the talented Masonite team to Owens Corning and working with them to deliver enhanced value to customers and shareholders.”

 

"Our world-class team is transforming the door industry with differentiated solutions for the home,” said Howard Heckes, President and Chief Executive Officer of Masonite. “The combination with Owens Corning enables the acceleration of our Doors That Do More™ strategy, while delivering immediate and substantial value to our shareholders. This agreement brings together two storied companies with a common focus on innovation and making life better at home for the people who use our products every day. As we begin our next chapter after nearly 100 years in business, I am looking forward to Masonite joining the Owens Corning team.”

 

Strategic and Financial Benefits

 

·

Expands Owens Corning’s Leadership Position in Branded Residential Building Products: The acquisition of Masonite and entry into doors adds a highly complementary line of innovative products and advances Owens Corning’s strategy to expand its building materials offering in residential applications. Both companies provide best in class products and brands, focus on building strong customer partnerships, and differentiate through quality, service, sustainability, and innovation. With the acquisition, Owens Corning’s revenue generated from North American residential applications will grow to 60% of its total revenue.

 

·

Creates Scalable New Growth Platform Leveraging Combined Commercial, Operational, and Innovation Capabilities: Owens Corning expects to leverage both companies’ best in class brands, extensive customer and channel knowledge, manufacturing excellence, and material science expertise to grow Masonite’s top-line reaching adjusted EBITDA margins of approximately 20%. The acquisition also increases Owens Corning’s total addressable market by $27 billion and creates a platform to drive new growth opportunities in other product adjacencies.

 

·

Enhances Owens Corning’s Attractive Financial Profile: With this transaction, Owens Corning grows revenue to $12.6 billion, with adjusted EBITDA of $2.9 billion on a synergized pro forma basis1 and with reduced ongoing capital intensity. Owens Corning expects cost synergies of approximately $125 million annually, generated through scale and operational savings, with the majority realized by the end of Year 2 post-close. The acquisition drives meaningful shareholder value creation with ROIC exceeding Owens Corning’s cost of capital by the end of Year 3 post-close.

 

·

Generates Strong Free Cash Flow to Support Rapid Deleveraging and Capital Allocation Strategy: On a synergized basis, the acquisition is expected to be low double-digit percentage accretive to free cash flow by the end of 2025. After accounting for transaction financing, Owens Corning expects net debt-to-EBITDA well within its stated 2-3x target range, deleveraging to 2.0x by year-end 2024. Owens Corning is committed to maintaining its solid investment grade rating and returning approximately 50% of free cash flow to shareholders over time.

 

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Transaction Details, Timing, and Approvals

 

The transaction will be implemented by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia). The Boards of Directors of both companies have unanimously approved the transaction. The transaction is expected to close mid-2024, subject to Masonite shareholder approval, regulatory approvals, and other customary closing conditions including the issuance of interim and final orders by the Supreme Court of British Columbia approving the plan of arrangement. The transaction will be financed by cash on hand and committed debt financing of $3 billion provided by Morgan Stanley Senior Funding, Inc.

 

Following the closing, Masonite will operate as a reportable segment and will maintain Masonite’s brands and a presence in Tampa, Florida.

 

Advisors

 

Morgan Stanley & Co. LLC is acting as lead financial advisor to Owens Corning, Lazard Freres & Co. LLC provided additional advice to the Owens Corning Board of Directors, and Davis Polk & Wardwell LLP is acting as Owens Corning’s legal counsel, and Stikeman Elliott LLP is acting as Owens Corning's Canadian legal counsel.

 

Goldman Sachs is acting as lead financial advisor, and Jefferies also is acting as financial advisor, to Masonite. Wachtell, Lipton, Rosen & Katz is acting as Masonite’s legal counsel, and Cassels Brock & Blackwell, LLP is acting as Masonite’s Canadian legal counsel.

 

Strategic Review of Glass Reinforcements Business

 

Separately, Owens Corning has also announced today the launch of a formal strategic review process for its glass reinforcements business, which is part of the company’s Composites segment. That press release can be found at https://newsroom.owenscorning.com

 

Conference Call Details

 

Owens Corning will host a conference call and webcast today:

 

Friday, February 9, 2024

 

8:30 a.m. Eastern Time

 

Callers

 

•

Live dial-in telephone number: U.S. 1.833.470.1428; Canada 1.833.950.0062; and other international locations +1.404.975.4839.

 

•

Entry number: 396050 (Please dial in 10-15 minutes before conference call start time)

 

•

Live webcast: https://events.q4inc.com/attendee/893218776

 

Telephone and Webcast Replay

 

•

Telephone replay will be available one hour after the end of the call through February 16, 2024.

 

In the U.S., call 1.866.813.9403. In Canada, call 1.226.828.7578. In other international locations, call +1.929.458.6194.

 

•

Conference replay number: 419249

 

•

Webcast replay will be available using the above link.

 

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As previously announced, Owens Corning and Masonite will release their fourth-quarter and full-year 2023 earnings results on February 14, 2024, and February 19, 2024, respectively. Masonite has cancelled its conference call for February 20, 2024.

 

About Owens Corning
Owens Corning is a global building and construction materials leader committed to building a sustainable future through material innovation. Our three integrated businesses – Roofing, Insulation, and Composites – provide durable, sustainable, energy-efficient solutions that leverage our unique material science, manufacturing, and market knowledge to help our customers win and grow. We are global in scope, human in scale with approximately 18,000 employees in 30 countries dedicated to generating value for our customers and shareholders and making a difference in the communities where we work and live. Founded in 1938 and based in Toledo, Ohio, USA, Owens Corning posted 2022 sales of $9.8 billion. For more information, visit www.owenscorning.com.

 

About Masonite

 

Masonite is a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems for the new construction and repair, renovation and remodeling sectors of the residential and non-residential building construction markets. Since 1925, Masonite has provided its customers with innovative products and superior service at compelling values. Masonite currently serves approximately 7,000 customers globally. Additional information about Masonite can be found at www.masonite.com.

 

Additional Information and Where to Find It

 

In connection with the transaction, Masonite expects to file with the SEC and furnish to its shareholders a proxy statement on Schedule 14A (the “Proxy Statement”), as well as other relevant documents regarding the transactions contemplated by the Arrangement Agreement (the “Agreement”) by and among Masonite, Owens Corning, and MT Acquisition Co ULC (the “Transaction”). The information in the preliminary Proxy Statement will not be complete and may be changed. After filing its definitive Proxy Statement with the SEC, Masonite will mail its definitive Proxy Statement and a proxy card to Masonite’s shareholders entitled to vote at a special meeting relating to the Transaction, seeking their approval of the respective Transaction-related proposals. The Proxy Statement will contain important information about the Transaction and related matters. This communication is not a substitute for the Proxy Statement Masonite may file with the SEC in connection with the Transaction.

 

INVESTORS AND SECURITY HOLDERS OF MASONITE ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MASONITE, OWENS CORNING, THE TRANSACTION AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE AGREEMENT THAT HOLDERS OF MASONITE’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING VOTING.

 

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC when available without charge through the website maintained by the SEC at www.sec.gov or, in the case of documents filed by Masonite, by directing a request to Marcus Devlin, Director, Investor Relations at investorrelations@masonite.com, or by calling 813-877-2726, or from Masonite’s website https://investor.masonite.com, or, in the case of documents filed by Owens Corning,

 

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by directing a request to Amber Wohlfarth, Vice President, Investor Relations at Amber.Wohlfarth@owenscorning.com, or by calling 419-248-5639, or from Owens Corning’s website https://investor.owenscorning.com/investors.

 

Participants in the Solicitation

 

Masonite, Owens Corning and certain of their directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction.

 

Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the Transaction, including a description of their direct or indirect interests in the Transaction, by security holdings or otherwise, will be set forth in the Proxy Statement(s) and other relevant materials related to the Transaction when they are filed with the SEC.

 

Information regarding Masonite’s directors and executive officers is contained in the section entitled “Corporate Governance; Board and Committee Members” included in Masonite’s proxy statement for the 2023 annual meeting of stockholders, which was filed with the SEC on March 29, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/893691/000119312523083032/d326829ddef14a.htm) and in the section entitled “Directors, Executive Officers and Corporate Governance” included in Masonite’s Annual Report on Form 10-K for the year ended January 1, 2023, which was filed with the SEC on February 28, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/893691/000089369123000013/door-20230101.htm). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement(s) filed by Masonite and other relevant materials to be filed with the SEC in connection with the Transaction when they become available. Free copies of such proxy statement(s) and such other materials may be obtained as described in the preceding section.

 

Information regarding the directors and executive officers of Owens Corning is contained in the sections entitled “Information Concerning Directors” and “Security Ownership of Executive Officers and Directors” included in Owens Corning’s proxy statement for its 2023 annual meeting of stockholders, filed with the SEC on March 9, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1370946/000119312523066160/d397228ddef14a.htm), in the section entitled “Information About Our Executive Officers” included in Owens Corning’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 15, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1370946/000137094623000010/oc-20221231.htm), in Owens Corning’s Form 8-K filed on August 24, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1370946/000119312523220160/d541239d8k.htm) and in Owens Corning’s Form 8-K filed on August 8, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1370946/000119312523206275/d495928d8k.htm). To the extent holdings of Owens Corning securities by the directors and executive officers of Owens Corning have changed from the amounts of securities of Owens Corning held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

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Forward-Looking Statements

 

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements present current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “will,” “can,” “could,” “predict,” “future,” “potential,” “intend,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “opportunity,” “ambitions,” “aspire” and variations of negatives of such terms or variations thereof. Other words and terms of similar meaning or import in connection with any discussion of future plans, actions, events or operating, financial or other performance identify forward-looking statements. 

 

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the Agreement and the Transaction, including the expected time period to consummate the Transaction, the anticipated benefits (including synergies) of the Transaction and integration and transition plans, opportunities, anticipated future performance, expected share buyback programs and expected dividends. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties, assumptions and other factors, many of which are beyond the control of Masonite and Owens Corning, that could cause actual results to differ materially from the results projected in such forward-looking statements. These risks, uncertainties, assumptions and other factors include, without limitation: statements regarding the expected timing and structure of the Transaction; the ability of the parties to complete the Transaction; the expected benefits of the Transaction, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the timing, receipt and terms and conditions of any required governmental, court and regulatory approvals of the Transaction; the ability of Owens Corning to successfully integrate the operations of Masonite and to achieve expected synergies; cost reductions and/or productivity improvements, including the risk that problems may arise which may result in the combined company not operating as effectively and efficiently as expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement; the possibility that Masonite’s shareholders may not approve the Transaction; the risk that the anticipated tax treatment of the Transaction is not obtained; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of Masonite’s or Owens Corning’s common shares; the risk that the Transaction and its announcement could have an adverse effect on the parties’ business relationships and businesses generally, including the ability of Masonite and Owens Corning to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; unexpected future capital expenditures; potential litigation relating to the Transaction that could be instituted against Masonite and/or Owens Corning or their respective directors and/or officers; third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the competitive ability and position of Owens Corning following completion of the Transaction; legal, economic and regulatory conditions;

 

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and any assumptions underlying any of the foregoing; levels of residential and commercial or industrial construction activity; demand for Masonite and Owens Corning products; industry and economic conditions including, but not limited to, supply chain disruptions, recessionary conditions, inflationary pressures, interest rate and financial market volatility and the viability of banks and other financial institutions; availability and cost of energy and raw materials; levels of global industrial production; competitive and pricing factors; relationships with key customers and customer concentration in certain areas; issues related to acquisitions, divestitures and joint ventures or expansions; various events that could disrupt operations, including climate change, weather conditions and storm activity such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, security threats and governmental response to them, and technological changes; legislation and related regulations or interpretations, in the United States or elsewhere; domestic and international economic and political conditions, policies or other governmental actions, as well as war and civil disturbance; changes to tariff, trade or investment policies or laws; uninsured losses, including those from natural disasters, catastrophes, pandemics, theft or sabotage; environmental, product-related or other legal and regulatory unforeseen or unknown liabilities, proceedings or actions; research and development activities and intellectual property protection; issues involving implementation and protection of information technology systems; foreign exchange and commodity price fluctuations; levels of indebtedness; liquidity and the availability and cost of credit; rating agency actions and Masonite’s and Owens Corning’s ability to access short- and long-term debt markets on a timely and affordable basis; the level of fixed costs required to run Masonite’s and Owens Corning’s businesses; levels of goodwill or other indefinite-lived intangible assets; labor disputes or shortages, changes in labor costs and labor difficulties; effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of Masonite’s or Owens Corning’s control; and other factors detailed from time to time in Masonite’s and Owens Corning’s SEC filings.

 

All forward-looking statements in this communication should be considered in the context of the risks and other factors described above and in the specific factors discussed under the heading “Risk Factors” in both Masonite’s and Owens Corning’s most recent Annual Report on Form 10-K filed with the SEC, in each case as these risk factors are amended or supplemented by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which will be incorporated by reference into the Proxy Statement. Masonite’s reports that are filed with the SEC are available on Masonite’s website at https://investor.masonite.com/ and on the SEC’s website at http://www.sec.gov, and Owens Corning’s reports that are filed with the SEC are available on Owens Corning’s website at https://investor.owenscorning.com/investors and on the SEC website at http://www.sec.gov. Any forward-looking statements speak only as of the date the statement is made and neither Masonite nor Owens Corning undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed herein may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on any forward-looking statements.

 

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(1) Based on Wall Street consensus estimates plus $125 million run-rate synergies and pro forma for $150 million revenue and $35 million adjusted EBITDA contribution from Fleetwood. Excludes costs to achieve synergies.

 

(2) Based on Wall Street consensus estimates plus pro forma for $35 million adjusted EBITDA contribution from Fleetwood

 

Contacts

 

Owens Corning

 

Megan James	Amber Wohlfarth
Media Relations	Investor Relations
megan.james@owenscorning.com	amber.wohlfarth@owenscorning.com
419.348.0768	419.248.5639

 

Or

 

FGS Global

 

Jared Levy / Niel Golightly / Dan Goldstein

owenscorning@fgsglobal.com

 

Masonite

 

Richard Leland	Marcus Devlin	Tali Epstein / Jim Golden / Jude Gorman
VP, Finance and Treasurer	Director, Investor Relations	Collected Strategies
rleland@masonite.com	mdevlin@masonite.com	Masonite-CS@collectedstrategies.com
813.739.1808	813.371.5839

 

Owens Corning Company News / Owens Corning Investor Relations News

 

8 of 8 

 

 

Exhibit 99.2

 

 

 

OWENS CORNING MAKES TRANSFORMATIVE MOVES TO STRENGTHEN POSITION IN BUILDING AND CONSTRUCTION MATERIALS February 9, 2024 Brian Chambers | Chair & Chief Executive Officer Todd Fister | Chief Financial Officer

 

 

FORWARD - LOOKING STATEMENTS 2 This communication contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933 and Secti on 21E of the Securities Exchange Act of 1934. Forward - looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan ,” “project,” “seek,” “should,” “strategy,” “will” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward - looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from any results projected in the statements. These risks, uncerta int ies and other factors include, without limitation: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete th e p roposed transaction; the expected benefits of the proposed transaction, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profi le, business plans, expanded portfolio and financial strength; the competitive ability and position of Owens Corning following completion of the proposed transaction; legal, econ omi c and regulatory conditions; and any assumptions underlying any of the foregoing; levels of residential and commercial or industrial construction activity; demand for our produ cts; industry and economic conditions including, but not limited to, supply chain disruptions, recessionary conditions, inflationary pressures, interest rate and financial market vol ati lity and the viability of banks and other financial institutions; availability and cost of energy and raw materials; levels of global industrial production; competitive and pricing factors; r ela tionships with key customers and customer concentration in certain areas; issues related to acquisitions, divestitures and joint ventures or expansions; climate change, weather conditi ons and storm activity; legislation and related regulations or interpretations, in the United States or elsewhere; domestic and international economic and political conditions, policies or ot her governmental actions, as well as war and civil disturbance; changes to tariff, trade or investment policies or laws; uninsured losses, including those from natural disaster s, catastrophes, pandemics, theft or sabotage; environmental, product - related or other legal and regulatory liabilities, proceedings or actions; research and development activities and intel lectual property protection; issues involving implementation and protection of information technology systems; foreign exchange and commodity price fluctuations; our level of indebtednes s; our liquidity and the availability and cost of credit; our ability to achieve expected synergies, cost reductions and/or productivity improvements; the level of fixed costs required to ru n our business; levels of goodwill or other indefinite - lived intangible assets; price volatility in certain wind energy markets in the U.S.; loss of key employees and labor disputes or s hor tages; defined benefit plan funding obligations; and factors detailed from time to time in Owens Corning’s SEC filings. All forward - looking statements in this communication should be considered in the context of the risks and other factors describe d above and in the specific factors discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10 - K filed with the SEC, in each case as these risk factors are amended or supplemented by subsequent Quarterly Reports on Form 10 - Q and Current Reports on Form 8 - K . Any forward - looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the for war d - looking events and circumstances discussed herein may not occur and actual results may differ materially from those anticipated or implied in the forward - looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward - looking statements.

 

 

3 AGENDA TRANSACTION HIGHLIGHTS Brian Chambers PROGRESS ON ENTERPRISE STRATEGY Brian Chambers MASONITE OVERVIEW Brian Chambers STRATEGIC RATIONALE Brian Chambers and Todd Fister TRANSACTION DETAILS Todd Fister GLASS REINFORCEMENTS STRATEGIC REVIEW Brian Chambers QUESTIONS AND DISCUSSION Brian Chambers and Todd Fister Owens Corning enters into definitive agreement to acquire Masonite and initiates review of strategic alternatives for glass reinforcements business

 

 

STRENGTHENING POSITION IN BUILDING AND CONSTRUCTION 1 2 Creates scalable n ew g rowth platform l everaging c ombined c ommercial, operational, and innovation c apabilities 3 + Owens Corning to acquire Masonite for $133.00 per share or ~$4b in cash Implies ~8.6x 2023E adjusted EBITDA 1 , or ~6.8x including cost synergies of ~$125mm Pro forma 2 revenue of $12.6b and adjusted EBITDA of $2.9b with 23% adjusted EBITDA margins Transaction expected to close mid - 2024 Transaction funded with cash and new debt financing TRANSACTION DETAILS STRATEGIC RATIONALE Expands Owens Corning’s leadership position in branded residential b uilding products Enhances Owens Corning’ s a t tractive financial profile 1. Based on Wall Street consensus plus pro forma for ~$35mm of adjusted EBITDA contribution from Fleetwood acquisition per Mason ite public guidance 2. Based on 2023 Wall Street consensus estimates plus pro forma Fleetwood contribution of $150mm revenue and $35mm adjusted EBITDA; includes $125mm run - rate synergies and excludes costs to achieve 4

 

 

Strengthen position in core products and markets Expand into new product adjacencies that leverage our material science, market, and manufacturing expertise Develop more multi - material and prefabricated construction solutions ENTERPRISE STRATEGY FOR GROWTH ENTERPRISE STRATEGY “THE OC ADVANTAGE” KEY SECULAR TRENDS RESULTING IN… Long - term growth Higher, consistent operating margins Lower capital intensity 5 Time Horizon Multi - material & Prefabricated Solutions Core Products & Markets Expanding Addressable Market $200 B $40B New Product Adjacencies EXPANDING TAM High Performing Teams Material Science Innovation Brand Leadership Manufacturing Excellence Commercial Strength Sustainability Focus 1 2 3 Premium on living space Demand for sustainable solutions Changing construction practices

 

 

ONGOING BUSINESS OPTIMIZATION Refines focus on key products and progresses network optimization through exit of non - core business and closure of high - cost facilities TRANSFORMATIVE PROGRESS ON ENTERPRISE STRATEGY 6 Q4 2021 INVESTOR DAY Owens Corning establishes strategy and 2024 financial targets MASONITE ACQUISITION Leadership expansion in residential building products WEARDECK ACQUISITION Continues pivot of Composites business to high - value material solutions GLASS REINFORCEMENTS UNDER STRATEGI C REVIEW NATURAL POLYMERS ACQUISITION Diversifies insulation portfolio and solidifies commitment to sustainable solutions FIBERTEQ JV ACQUISITION Expands capacity of high - quality wet - formed fiberglass mat for roofing applications MAJOR ORGANIC GROWTH INVESTMENTS Investing in additional shingle line in Medina, new non - wovens plant and new XPS plant 2022 2024 2023 DUCS STRATEGIC REVIEW Leads to sale of European assets

 

 

Note: Business mix statistics based on 2023 June YTD net sales; By end market and by geography excludes architectural segment ; s ourced from 2023 Masonite Investor Day materials 1. 2023 based on Wall Street consensus estimates plus pro forma Fleetwood contribution of $150mm revenue and $35mm adjusted E BIT DA REVENUE ($mm) A MARKET LEADER IN NORTH AMERICAN RESIDENTIAL DOORS 7 Residential Interior Doors Residential Exterior Doors Components and Door Systems 2,177 2,257 2,597 2,892 2,982 2019 2020 2021 2022 2023 ADJUSTED EBITDA ($mm) 283 364 413 446 454 2019 2020 2021 2022 2023 BY END MARKET Residential R&R ~ 55% New Construction ~ 45% BY GEOGRAPHY U.S ~ 80% U.K. ~ 10% Canada ~ 10% BY SEGMENT Europe ~ 10% N.A. Residential ~ 80% Architectural ~ 10% 1 1

 

 

Builders Contractors Distributors Home Centers Homeowners 8 HIGHLY VALUED PRODUCTS AND BRANDS STRONG CHANNEL REACH EXPANDS BRANDED RESIDENTIAL BUILDING MATERIALS 1

 

 

9 • Best in - class brands, shared customer and channel knowledge, manufacturing excellence, and innovation • Platform to enter new attractive product adjacencies A MARKET LEADER IN RESIDENTIAL BUILDING MATERIALS • A market leader in North American doors and door systems • Vertically integrated across components, panels, and systems Total addressable market of ~$50b 3 Total addressable market of ~$27b 2 Total addressable market of ~$75b 2,3 • A leader in North American building materials • One of the strongest brands with homeowners, retail, and contractors RESULTING IN… ~20% adjusted EBITDA margin for Masonite Opportunities in product adjacencies $3b 1 $10b 1 $13b 1 CREATES SCALABLE NEW GROWTH PLATFORM 2 Top - line growth 1. 2023 based on Wall Street consensus estimates; for Masonite, pro forma Fleetwood contribution of $150mm revenue is included 2. Total addressable market sourced from Masonite’s 2023 Investor Day materials 3. Total addressable market based on Owens Corning management estimate

 

 

3 ENHANCES FINANCIAL PROFILE: $2.9B 2 PRO FORMA ADJUSTED EBITDA 5.4% 4.0% 5.1% $2.9b Synergies ($125mm) 1. Pro forma revenue based on 2023 Wall Street consensus estimates plus pro forma Fleetwood contribution of $150mm revenue 2. Pro forma adjusted EBITDA based on 2023 Wall Street consensus estimates plus pro forma Fleetwood contribution $35mm adjusted EBITDA; r un - rate pro forma adjusted EBITDA includes $125mm run - rate synergies and excludes costs to achieve 3. Pro forma based on 2023 Wall Street consensus estimates 10 OWENS CORNING MASONITE $12.6 b MASONITE OWENS CORNING PRO FORMA MASONITE OWENS CORNING PRO FORMA REVENUE 1 PRO FORMA ADJUSTED EBITDA 2 PRO FORMA CAPEX AS % OF SALES 3

 

 

3 Commercial execution Material science driven innovation Manufacturing efficiencies SOURCING AND SUPPLY CHAIN SG&A ~$125mm 11 DRIVING VALUE CREATION WITH COST SYNERGIES Expect to realize majority of synergies in year 2 post - close ~20% ADJUSTED EBITDA MARGIN ROIC 1 > WACC BY END OF YEAR 3 ~$125mm OF ACHIEVABLE RUN - RATE SYNERGIES UPSIDE OPPORTUNITIES RESULTING IN 1. Defined as management estimates of NOPAT including run - rate synergies and excluding incremental D&A from the acquisition divided by the total invested capital

 

 

GENERATES STRONG FREE CASH FLOW NET - DEBT / EBITDA 12 Expect low double - digit percentage accretive to free cash flow after financing costs by end of 2025 3 DELEVERAGING THROUGH CASH FLOW GENERATION At Close (Expected Mid-2024) Year End 2024 WITHIN TARGET RANGE OF 2 - 3X ~2x FREE CASH FLOW ACCRETION 2 - 3x debt/EBITDA Deploy 4 - 5% of capital as a % of sales on productivity and organic growth investments Return 50% of free cash flow to shareholders over time REINFORCES CAPITAL ALLOCATION STRATEGY

 

 

TRANSACTION DETAILS 1. Based on broker consensus, pro forma for ~$35mm of adjusted EBITDA contribution from Fleetwood acquisition per Masonite publi c g uidance 13 PURCHASE PRICE • Owens Corning to acquire Masonite for $133.00 per share in cash • Represents a 38% premium to the closing share price on February 8, 2024 • Total enterprise value of ~$4b implying ~8.6x 2023E Adj. EBITDA 1 , or ~6.8x including synergies of ~$125mm FINANCING • Transaction to be funded with cash on hand and new debt financing • $3b of committed debt financing • Anticipated net - debt/EBITDA at close within 2 - 3x target range, reduced to ~2x by year - end 2024 • We anticipate financing approximately half of the purchase price with new permanent debt • Owens Corning remains committed to maintain its solid investment grade balance sheet FINANCIAL IMPACT AND SYNERGY OPPORTUNITY • Enhances Owens Corning’s scale, earnings and free cash flow generation • Annual cost synergy opportunity of ~$125mm from SG&A, sourcing, and supply chain savings TIMING AND CLOSING CONDITIONS • Anticipate transaction to close mid - 2024 • Conditions to close include Masonite shareholder vote, regulatory approvals and other customary closing conditions • Owens Corning will not require a shareholder vote

 

 

INITIATING STRATEGIC REVIEW OF GLASS REINFORCEMENTS BUSINESS Owens Corning initiating a strategic review process for glass reinforcement business Operates within Composites segment and is one of the largest providers of glass reinforcements for wind energy, infrastructure, industrial, transportation, and other consumer products ~$1.3b of revenue with EBITDA margins relatively consistent with the Composites segment Vertically integrated glass nonwovens business and recently acquired WearDeck business out of scope of review Will assess broad range of strategic alternatives 14

 

 

STRENGTHENING POSITION IN BUILDING AND CONSTRUCTION 15 1 2 Creates scalable n ew g rowth platform l everaging c ombined c ommercial, operational, and innovation c apabilities 3 + Expands Owens Corning’s leadership position in branded residential b uilding products Enhances Owens Corning ’s a t tractive financial profile

 

 

ADDITIONAL INFORMATION This communication relates to proposed transactions contemplated by the Arrangement Agreement (the “Agreement”) by and among Owe ns Corning (“Owens Corning”), Masonite International Corporation (“Masonite”) and MT Acquisition Co ULC (the “Transaction”). This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. In connection with the Transaction, Masonite expects to fil e w ith the SEC and furnish to its shareholders a proxy statement on Schedule 14A (the “Proxy Statement”), as well as other relevant documents regarding the Transaction. The information in th e p reliminary Proxy Statement will not be complete and may be changed. After filing its definitive Proxy Statement with the SEC, Masonite will mail its definitive Proxy Statement a nd a proxy card to Masonite’s shareholders entitled to vote at a special meeting relating to the Transaction, seeking their approval of the respective Transaction - related proposals. The Proxy Statement will contain important information about the Transaction and related matters. This communication is not a substitute for the Proxy Statement Masonite may file with the SE C i n connection with the Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF MASONITE ARE URGED TO READ CAREFULLY AND I N T HEIR ENTIRETY THE PROXY STATEMENT AND/OR OTHER DOCUMENTS IF AND WHEN THEY ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO T HES E DOCUMENTS, IN CONNECTION WITH THE TRANSACTION, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MASONITE, OWENS COR NING, THE TRANSACTION AND RELATED MATTERS. Any definitive proxy statement (if and when available) will be mailed or otherwise made available to stockholders of Masonite . Investors and security holders will be able to obtain free copies of these documents filed with the SEC when available without charge throu gh the website maintained by the SEC at www.sec.gov or, in the case of documents filed by Masonite, by directing a request to Marcus Devlin, Director Investor Relations at investorrelations@masonite.com , or by calling 813 - 877 - 2726 , or from Masonite ’s website https://investor.masonite.com , or, in the case of documents filed by Owens Corning, by contacting the investor relations department of Owens Corning: One Owens Corning Parkway Toledo, Ohio 43659 https://investor.owenscorning.com/investors Investor Relations: Amber Wohlfarth, Vice President, Investor Relations 419 - 248 - 5639 / Amber.Wohlfarth@owenscorning.com 16

 

 

PARTICIPANTS IN THE SOLICITATION Masonite, Owens Corning and certain of their directors and executive officers may be deemed to be participants in the solicit ati on of proxies in respect of the Transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connectio n w ith the Transaction, including a description of their direct or indirect interests in the transaction, by security holdings or otherwise, will be set forth in the Proxy Statement and oth er relevant materials related to the Transaction if and when they are filed with the SEC. Information regarding Masonite’s directors and executive officers, their ownership of Masonite common shares, and Masonite’s tra nsactions with related parties is contained in the sections entitled “Proposal 1: Election of Directors,” “Security Ownership of Certain Beneficial Owners and Management,” and “Ce rtain Relationships and Related Party Transactions” included in Masonite’s proxy statement for the 2023 annual meeting of shareholders, which was filed with the SEC on March 29, 20 23 (and which is available at https://www.sec.gov/Archives/edgar/data/893691/000119312523083032/d326829ddef14a.htm ), in the sections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” included in Masonite’s A nnu al Report on Form 10 - K for the year ended January 1, 2023, which was filed with the SEC on February 28, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/893691/000089369123000013/door - 20230101.htm ), and in Masonite’s Current Report on Form 8 - K filed with the SEC on May 12, 2023 (and which is available at https://www.sec.gov//Archives/edgar/data/893691/000089369123000037/door - 20230511.htm ). To the extent holdings of Masonite securities by the directors and executive officers of Masonite have changed from the amounts of securities of Masonite held by such persons as reflected therein, such changes h ave been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Information regarding the directors and executive officers of Owens Corning is contained in the sections entitled “Informatio n C oncerning Directors” and “Security Ownership of Executive Officers and Directors” included in Owens Corning’s proxy statement for its 2023 annual meeting of stockholders, fi led with the SEC on March 9, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1370946/000119312523066160/d397228ddef14a.htm ), in the section entitled “Information About Our Executive Officers” included in Owens Corning’s Annual Report on Form 10 - K for the year ended December 31, 2022, which was filed with the SEC on February 15, 20 23 (and which is available at https://www.sec.gov/Archives/edgar/data/1370946/000137094623000010/oc - 20221231.htm ), in Owen Corning’s Form 8 - K filed on August 24, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1370946/000119312523220160/d541239d8k.htm ) and in Owen Corning’s Form 8 - K filed on August 8, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/1370946/000119312523206275/d495928d8k.htm ). To the extent holdings of Owens Corning securities by the directors and executive officers of Owens Corning have changed from the amounts of securities of Owens Corning held by such persons as reflected ther ein , such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sourc es indicated above. . 17 THE PINK PANTHER Ӵ & © 1964 - 2024 Metro - Goldwyn - Mayer Studios Inc. All Rights Reserved. © 2024 Owens Corning. All Rights Reserved.

 

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