VTNC Vitran Corp., Inc. (MM)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held March 5, 2014

and

MANAGEMENT INFORMATION CIRCULAR

with respect to a

PLAN OF ARRANGEMENT

involving

VITRAN CORPORATION INC.

and

2400520 ONTARIO INC.

and

TRANSFORCE INC.

THE BOARD OF DIRECTORS OF VITRAN CORPORATION INC. IS UNANIMOUSLY

RECOMMENDING THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT

February 3, 2014

Table of Contents

VITRAN CORPORATION INC.

February 3, 2014

Dear Shareholder:

You are invited to attend a special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Vitran Corporation Inc. (“ Vitran ” or the “ Company ”) to be held at the offices of McMillan LLP located at 181 Bay Street, Suite 4400, Toronto, Ontario, on March 5, 2014 commencing at 10:00 a.m. (Toronto time).

At the Meeting, you will be asked to consider and vote upon a special resolution (the “ Arrangement Resolution ”) approving a statutory arrangement (the “ Arrangement ”) pursuant to which 2400520 Ontario Inc. (the “ Purchaser ”), a corporation indirectly owned and controlled by TransForce Inc. (the “ Parent ”), will acquire all of the issued and outstanding Common Shares, other than Common Shares held by the Purchaser and any Affiliate (as defined in the accompanying Circular) of the Purchaser, for consideration of USD$6.50 in cash (the “ Consideration ”) for each Common Share. The Consideration represents a premium of 19.5% to the closing price of the Common Shares as quoted on NASDAQ Stock Market (“ NASDAQ ”) on December 9, 2013, the last trading day preceding the announcement of Vitran’s proposed transaction with 2398946 Ontario Inc. and North Channel of Georgian Bay Holdings Ltd. (collectively, “ Manitoulin Transport ”), a premium of 5.86% to the closing price of the Common Shares as quoted on NASDAQ on December 20, 2013, the date of the announcement of the Purchaser’s Superior Proposal, and a 49.8% premium to the closing price of the Common Shares as quoted on NASDAQ on September 20, 2013, the last trading day preceding the announcement of the sale of Vitran’s U.S. Less-Than-Truckload (U.S. LTL) business. TransForce Inc. is a North American leader in the transportation and logistics industry operating across Canada and the United States through its subsidiaries.

The Arrangement is subject to customary closing conditions for a transaction of this nature, which include court and regulatory approvals, and the approval of (i) not less than 66-2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting; and (ii) not less than a simple majority of the votes cast by Disinterested Shareholders (as defined in the accompanying Circular) present in person or represented by proxy and entitled to vote on such resolution at the Meeting.

After careful consideration by the board of directors of Vitran (the “ Board ” ), the Board has unanimously determined that the Arrangement is in the best interests of the Company, that the Consideration proposed to be paid to Shareholders (other than the Purchaser and its Affiliates) pursuant to the Arrangement is fair from a financial point of view to such Shareholders and to recommend that Shareholders vote “ FOR ” the Arrangement Resolution. Each director and senior officer of the Company intends to vote his Common Shares “ FOR ” the Arrangement Resolution. The accompanying Circular describes the background to the determinations and recommendations of the Board.

The accompanying Circular contains a detailed description of the Arrangement and includes other information to assist you in considering the matters to be voted upon and which we encourage you to carefully consider. If you require assistance, you should consult your financial, legal or other professional advisors.

Your vote, regardless of the number of Common Shares you own, is important to the timely and successful completion of the Arrangement and the purchase of your Common Shares.

In addition, the United States Securities and Exchange Commission has adopted rules that require us to seek a non-binding, advisory vote with respect to certain payments that will or may be made to Vitran’s executive officers by Vitran based on or otherwise relating to the Arrangement. Our Board unanimously recommends that Shareholders vote “ FOR ” the Arrangement related compensation proposal described in the accompanying Circular.

- i -

Table of Contents

If you are not registered as the holder of your Common Shares but hold your shares through a broker or other intermediary, please see the section in the accompanying Circular entitled “ How to Vote Your Shares – How to Vote – Non-Registered Shareholders ” for further information on how to vote your Common Shares. Please contact your broker or other intermediary for instructions and assistance in receiving the Consideration in respect of your Common Shares.

If you are a registered holder of Common Shares, please see the section in the accompanying Circular entitled “ How to Vote Your Shares – How to Vote – Registered Shareholders ” for further information on how to vote your Common Shares. Registered shareholders should complete and return the enclosed Letter of Transmittal (printed on blue paper) together with the certificate(s) representing your Common Shares and any other required documents and instruments, to Computershare Investor Services Inc. in the enclosed return envelope in accordance with the instructions set out in the Letter of Transmittal in order to receive the Consideration in respect of your Common Shares.

Please vote as soon as possible.

While certain matters, such as the timing of the receipt of regulatory approvals, are beyond the control of Vitran, if the Arrangement Resolution is passed by the requisite majority of Shareholders at the Meeting, it currently is anticipated that the Arrangement will be completed on or about March 7, 2014.

Sincerely,

“ William S. Deluce ”

William S. Deluce

Director, Interim President and Chief

Executive Officer

Vitran Corporation Inc.

- ii -

Table of Contents

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Vitran Corporation Inc. (“ Vitran ”) will be held at the offices of McMillan LLP located at 181 Bay Street, Suite 4400, Toronto, Ontario, on March 5, 2014 at 10:00 a.m. (Toronto time) for the following purposes:

The Circular provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement.

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is January 29, 2014 (the “ Record Date ”). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Each Common Share entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting in respect of the Arrangement Resolution. To be effective, the Arrangement Resolution will have to be approved by (i) not less than 66-2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting; and (ii) not less than a simple majority of the votes cast by Disinterested Shareholders (as defined in the Circular) present in person or represented by proxy and entitled to vote on such resolution at the Meeting. The vote on the Compensation Proposal is advisory and, therefore, will not be binding on Vitran; however, Vitran’s Board will consider the affirmative vote of a majority of the votes cast on the Compensation Proposal by Shareholders present in person or represented by proxy at the Meeting as advisory approval of the Compensation Proposal.

Shareholders are entitled to vote at the Meeting either in person or by proxy, as described in the Circular under the headings, “ General Proxy Information ” and “ How to Vote Your Shares ”.

Registered holders of Common Shares have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement Resolution becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of section 185 of the OBCA as modified by the Plan of Arrangement and the Interim Order, as described in the Circular under the heading “ The Arrangement – Dissent Rights ”. Failure to strictly comply with the requirements with respect to the dissent rights may result in the loss of any right to dissent. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary and who wish to dissent must make arrangements for the Common Shares beneficially owned by

- iii -

Table of Contents

them to be registered in their name prior to the time the written objection to the Arrangement Resolution is required to be received by Vitran or, alternatively, make arrangements for the registered holder of such Common Shares to dissent on their behalf.

DATED at Toronto, Ontario this 3rd day of February, 2014.

BY ORDER OF THE BOARD OF DIRECTORS OF

VITRAN CORPORATION INC.

“ William S. Deluce ”

William S. Deluce

Director, Interim President and Chief Executive Officer

Vitran Corporation Inc.

- iv -

Table of Contents

Table of Contents

Table of Contents

1

Table of Contents

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

18

Table of Contents

19

Table of Contents

20

Table of Contents

21

Table of Contents

22

Table of Contents

23

Table of Contents

24

Table of Contents

25

Table of Contents

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting, to be held on March 5, 2014, at the time and place set forth in the Notice of Meeting and at any adjournment or postponement thereof, and for the purposes set forth in the Notice of Meeting. While it is expected that the solicitation will be primarily by mail in the case of Shareholders, proxies may be solicited personally or by telephone or e-mail by the Directors and employees of the Company at nominal cost. The costs of solicitation by management will be borne by the Company.

Record Date

Only Shareholders of record on January 29, 2014 will be entitled to vote at the Meeting. No Shareholder who becomes a Shareholder after the Record Date shall be entitled to notice of, or to vote at, the Meeting.

Voting of Common Shares and Principal Holders Thereof

Pursuant to the articles of the Company, the Company is authorized to issue an unlimited number of Common Shares. On January 29, 2014, there were 16,465,241 Common Shares issued and outstanding. Shareholders of record on the Record Date are entitled to notice of, and to attend, the Meeting in person or by proxy and are entitled to one vote per Common Share held.

At the Meeting, Shareholders will be asked to consider and vote upon the Arrangement Resolution and the Compensation Proposal. To be effective, the Arrangement Resolution must be approved by (i) not less than 66-2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting; and (ii) not less than a simple majority of the votes cast by Disinterested Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting.

The vote to approve the Compensation Proposal is advisory and, therefore, will not be binding on Vitran. If the Arrangement Resolution is approved and completed, amounts payable to Vitran’s Named Executive Officers in connection with the completion of the Arrangement will be paid, regardless of whether the Compensation Proposal is passed. Vitran’s Board will consider the affirmative vote of a majority of the votes cast on the Compensation Proposal by Shareholders present in person or represented by proxy at the Meeting as advisory approval of the Compensation Proposal.

The required quorum for the transaction of business at the Meeting is a minimum of two persons present in person, each being a Shareholder entitled to vote at the Meeting or a duly appointed proxyholder or representative for a Shareholder so entitled, holding or representing by proxy at least one-third of the Common Shares entitled to be voted at the Meeting. Common Shares represented by proxies that indicate an abstention will be considered present for quorum purposes and will be considered votes “cast” in respect of the Arrangement Resolution or Compensation Proposal. A broker “non-vote” occurs when a broker or other nominee who holds Common Shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the Common Shares. Common Shares represented by proxies returned as broker “non-votes” will be considered present for quorum purposes in respect of any particular matter on which the brokers have not received instructions with respect to voting, but will not be considered votes “cast” in respect of the Arrangement Resolution or Compensation Proposal.

As of January 29, 2014, to the knowledge of the Directors and executive officers of Vitran, no Person beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares other than the Parent (3,278,232 Common Shares representing 19.91%), Pacific Global Investment Management Company

26

Table of Contents

(2,400,920 Common Shares representing 14.58%) and FMR LLC (1,669,411 Common Shares representing 10.13%). In addition, pursuant to the Lock-Up Agreement, Clarke and Quinpool have agreed to support and vote in favour of any Proposed Alternative Transaction (as defined in the Lock-Up Agreement), which would include the Arrangement, by voting all 418,837 Common Shares owned by them in favour of such proposed Alternative Transaction.

HOW TO VOTE YOUR SHARES

Your vote is important. Please read the information below so that your Common Shares are properly voted.

Registered Shareholders and Non-Registered Shareholders

How you vote your Common Shares depends on whether you are a Registered Shareholder or a Non-Registered Shareholder. In either case, there are two ways you can vote at the Meeting – by appointing a proxyholder or by attending in person.

Registered Shareholder

You are a Registered Shareholder if you hold one or more share certificates which indicate your name and the number of Common Shares which you own. As a Registered Shareholder, you will receive a form of proxy from Computershare representing the Common Shares you hold. If you are a Registered Shareholder refer to “ How to Vote – Registered Shareholders ” below.

Non-Registered Shareholder

You are a Non-Registered Shareholder if an intermediary such as a securities dealer, broker, bank, trust company or other nominee holds your Common Shares for you, or for someone else on your behalf, registered in the name of the nominee. In accordance with applicable securities laws, the Company distributes copies of its Meeting materials to Non-Registered Shareholders to intermediaries for onward distribution to Non-Registered Shareholders. As a Non-Registered Shareholder, you will most likely receive a Voting Instruction Form from Broadridge on behalf of intermediaries. It is also possible, however that in some cases you may receive a form of proxy directly from the securities dealer, broker, bank, trust company or other nominee holding your Common Shares. If you are a Non-Registered Shareholder, refer to “ How to Vote – Non-Registered Shareholders ” below.

Brokers who hold shares of Common Shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine,” such as approval of the Arrangement Agreement, without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker or other nominee that are present in person or represented at the Meeting, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. Because all proposals for the Meeting are non-routine and non-discretionary, Vitran anticipates that there will not be any broker non-votes in connection with any proposal. If your broker or other nominee holds your Common Shares in “street name,” your broker or other nominee will vote your shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this proxy statement.

How to Vote – Registered Shareholders

If you are a Registered Shareholder you may either vote by proxy or in person at the Meeting.

27

Table of Contents

Submitting Votes by Proxy

There are three ways to submit your vote by proxy:

in accordance with the instructions on the form of proxy. Each completed proxy must be submitted no later than 10:00 a.m. (Toronto time) on March 3, 2014, or, in the event that the Meeting is adjourned or postponed, not less than 24 hours (excluding Saturdays, Sundays and statutory or civic holidays in Toronto, Ontario) before the time set for any adjournment or postponement.

If you are voting by phone or internet, you will need the pre-printed control number and holder account number on your form of proxy.

A proxy submitted by mail must be in writing, dated the date on which you signed it and signed by you (or your authorized attorney). If such a proxy is being submitted on behalf of a corporate Shareholder, the proxy must be signed by an authorized officer or attorney of that corporation, whose title should be indicated, and the corporate seal affixed if the corporation has a corporate seal. A form of proxy executed by a Person acting as attorney or in some other representative capacity should state such Person’s capacity following his or her signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act. If a proxy submitted by mail is not dated, it will be deemed to bear the date on which it was sent to you.

Appointment of Proxyholder

Unless you specify a different proxyholder or specify how you want your Common Shares to be voted, the Vitran representatives whose names are pre-printed on the form of proxy will vote your Common Shares:

You have the right to appoint someone else (who need not be a Shareholder) as your proxyholder; however, if you do, that Person must vote your Common Shares in person on your behalf at the Meeting. To appoint someone else as your proxyholder, insert the Person’s name in the blank space provided on the form of proxy or complete, sign, date and submit another proper form of proxy naming that Person as your proxyholder.

If you choose to vote by proxy, you are giving your proxyholder the authority to vote your Common Shares on your behalf at the Meeting.

You may indicate on the form of proxy how you want your proxyholder to vote your Common Shares, or you can let your proxyholder decide for you. If you do not specify on the form of proxy how you want your Common Shares to be voted, your proxyholder will have the discretion to vote your Common Shares as they see fit.

The form of proxy accompanying this Circular gives the proxyholder discretion with respect to any amendments or changes to matters described in the Notice of Meeting and with respect to any other matters which may properly come before the Meeting. As of the date of this Circular, the Company is not aware of any amendments, changes or other matters to be addressed at the Meeting.

28

Table of Contents

Voting in Person

If you attend in person, you do not need to complete or return your form of proxy. When you arrive at the Meeting, a Computershare representative will register your attendance before you enter the Meeting.

If you vote in person at the Meeting and had previously completed and returned your form of proxy, your proxy will be automatically revoked and any votes you cast at the Meeting will count.

Revoking a Vote Made by Proxy

You have the right to revoke a proxy as to any matter on which a vote has not already been cast pursuant to its authority by one of the following methods:

How to Vote – Non-Registered Shareholders

If you are a Non-Registered Shareholder and have received a Voting Instruction Form, please complete and submit your vote in accordance with the instructions provided to you on the Voting Instruction Form prior to the deadline specified by Broadridge. In some cases, you may have received a form of proxy instead of a Voting Instruction Form, even though you are a Non-Registered Shareholder. Such a form of proxy will likely be stamped by the securities dealer, broker, bank, trust company or other nominee or intermediary holding your Common Shares and be restricted as to the number of Common Shares to which it relates. In this case, you must complete the form of proxy and submit it to Computershare as described above under “ How to Vote – Registered Shareholders – Submitting Votes by Proxy ”.

Voting in Person

If you have received a Voting Instruction Form and wish to attend the Meeting in person or have someone else (who need not be a Shareholder) attend on your behalf, you must complete, sign and return the Voting Instruction Form in accordance with the instructions on the form in that regard. Unless prohibited by Law, the Person you designate to attend the Meeting will have full authority to present matters to the Meeting and vote all matters presented at the Meeting, even if those matters are not set out in the Voting Instruction Form or this Circular. You, or such other designated Person if applicable, must then vote your Common Shares in person at the Meeting.

If you have received a form of proxy instead of a Voting Instruction Form and wish to attend the Meeting in person or have someone else attend on your behalf, you must insert your name, or the name of the Person you wish to attend on your behalf, in the blank space provided on the form of proxy. You must ensure that your

29

Table of Contents

completed and signed proxy form is received by Computershare no later than 10:00 a.m. (Toronto time) on March 3, 2014, or, in the event that the Meeting is adjourned or postponed, not less than 24 hours (excluding Saturdays, Sundays and statutory or civic holidays in Toronto, Ontario) before the time set for any adjournment or postponement. You, or such other designated Person if applicable, must then vote your Common Shares in person at the Meeting.

When you or your designated Person arrives at the Meeting, a Computershare representative will register such attendance before you or your designated Person enters the Meeting.

Revoking a Voting Instruction Form or Proxy

If you wish to revoke a Voting Instruction Form as to any matter on which a vote has not already been cast pursuant to its authority and you voted by phone or internet, you may vote again by phone or internet prior to the deadline specified by Broadridge. If you voted by mail, please contact your account service provider at your intermediary for instructions should you wish to revoke your Voting Instruction Form. If you received a form of proxy from your securities dealer, broker, bank, trust company or other nominee or intermediary, please refer to “ How to Vote – Registered Shareholders – Revoking a Vote Made by Proxy ” above. In any case you must comply with any applicable requirements relating to the revocation of votes made by the Voting Instruction Form or proxy.

THE ARRANGEMENT

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass, with or without amendment, the Arrangement Resolution to approve the Arrangement. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and the Plan of Arrangement, both of which are attached to this Circular as Appendix “B”.

To be effective, the Arrangement Resolution must be approved by (i) not less than 66-2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting; and (ii) not less than a simple majority of the votes cast by Disinterested Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting. A copy of the Arrangement Resolution and the Compensation Proposal are set out in Appendix “A” of this Circular.

Unless otherwise directed in properly completed forms of proxy, it is the intention of the individuals named in the enclosed form of proxy to vote “ FOR ” the Arrangement Resolution and “ FOR ” the Compensation Proposal. If you do not specify how you want your Common Shares voted at the Meeting, the persons named as proxyholders in the enclosed form of proxy will cast the votes represented by your proxy at the Meeting “ FOR ” the Arrangement Resolution and “ FOR ” the Compensation Proposal.

If the Arrangement is approved at the Meeting, the Final Order is issued by the Court and the conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect at the Effective Time on the Effective Date (which is currently anticipated to be on or about March 7, 2014).

Principal Steps of the Arrangement

Under the Plan of Arrangement, commencing at the Effective Time, the following principal steps shall occur and shall be deemed to occur in the following order without any further act or formality:

30

Table of Contents

Background to the Arrangement

In the spring of 2013, the Board determined that it would be prudent to explore all potential business and strategic alternatives available to Vitran and in May 2013, the Company retained Stephens as its financial advisor to assist in this regard. Commencing in June 2013, the Board, with the assistance of Stephens, focused its efforts on concurrently exploring the potential for a sale of the Company as well as a sale of its U.S. LTL business alone. As part of this process, Stephens contacted six buyers regarding a potential sale of the Company and thirty-one buyers regarding a potential sale of its U.S. LTL business.

On June 11, 2013, Messrs. William Deluce and Fayaz Suleman of Vitran met with Mr. Alain Bédard of the Parent to discuss the Parent’s interest in Vitran. At that time, the Parent owned 9.5% of the then outstanding

31

Table of Contents

common shares of Vitran. On July 5, 2013, the Company and the Parent entered into the Confidentiality Agreement which did not contain a standstill provision. On July 9, 2013, Messrs. Deluce and Suleman met with Mr. Bédard to further discuss the Parent’s interest in Vitran.

On September 23, 2013, Vitran entered into an agreement to sell its U.S. LTL business to a company owned by Mr. Matthew Moroun, an industry veteran associated with a number of transportation companies.

On September 25, 2013, after the close of business, Vitran received a written proposal from the Parent, pursuant to which the Parent proposed to acquire all of the issued and outstanding common shares of Vitran not already owned by the Parent and its Affiliates at a price of USD$4.50 per share in cash. The closing price of the Common Shares as quoted on NASDAQ on September 25, 2013 was USD$4.72. The proposal, which expired at 7:00 a.m. (Eastern time) on September 30, 2013, provided that the Parent’s willingness to proceed was subject to, among other things, due diligence regarding the divestiture of Vitran’s U.S. LTL business and the completion of such divestiture. On September 29, 2013, Vitran informed the Parent that it was focused on the completion of the sale of its U.S. LTL business and therefore would not initiate negotiations with the Parent at that time, but after completion of the sale transaction, would be open to discussions with the Parent as part of the Board’s process of evaluating all options available to the Company.

After the completion of the sale of the Company’s U.S. LTL business on October 7, 2013, the Board continued its efforts to explore all potential business and strategic alternatives available to Vitran, including the potential for a sale of the Company.

On October 21, 2013, the Board received a presentation from Stephens with respect to the then current status of the marketing process to solicit indications of interest for the Company. At the time of the presentation, Stephens had contacted fifty-two potential buyers, seventeen of whom executed confidentiality agreements. Of such seventeen potential buyers, twelve were financial buyers and five were strategic buyers.

On November 2 and 5, 2013, Vitran received preliminary expressions of interest from potential buyers, one of which was Manitoulin Transport. Between November 2, 2013 and December 9, 2013, the potential buyers continued to conduct due diligence on Vitran.

On October 31, 2013, the Parent announced that it had acquired 1,714,754 Common Shares from Quinpool, a subsidiary of Clarke, and as a result held 19.95% of the then outstanding Common Shares. The Parent also announced that it had entered into the Lock-Up Agreement associated with the remaining 418,837 Common Shares that Quinpool and Clarke owned, pursuant to which Quinpool and Clarke agreed to support and vote in favour of any proposed Alternative Transaction (as defined in the Lock-Up Agreement), which would include the Arrangement.

On November 4, 2013, the Company adopted the Vitran Shareholder Rights Plan.

On November 8, 2013, Messrs. Deluce and Suleman met with Mr. Bédard to further discuss the Parent’s interest in Vitran.

Between November 29, 2013 and December 9, 2013, the Company and Manitoulin Transport negotiated the terms of the Manitoulin Arrangement Agreement based on the Manitoulin Proposal. On December 9, 2013, Vitran and Manitoulin Transport entered into the Manitoulin Arrangement Agreement.

On December 18, 2013, Vitran received an Acquisition Proposal (as defined in the Manitoulin Arrangement Agreement) from the Parent, whereby the Parent notified Vitran of its interest in acquiring all of the issued and outstanding Common Shares, except for Common Shares already owned by the Parent and its Affiliates, for cash consideration of USD$6.50 per share and otherwise on substantially the same terms and subject to the same conditions set forth in the Manitoulin Arrangement Agreement.

32

Table of Contents

On December 20, 2013, the Board determined that the Parent’s Acquisition Proposal was a Superior Proposal (as defined in the Manitoulin Arrangement Agreement) and sent a Superior Proposal Notice (as defined in the Manitoulin Arrangement Agreement) to Manitoulin Transport, thus triggering Manitoulin Transport’s right to match which would expire at midnight on December 31, 2013. Manitoulin Transport waived its right to match the Parent’s Acquisition Proposal and on December 30, 2013, Manitoulin Transport and the Company terminated the Manitoulin Arrangement Agreement and the Company paid Manitoulin Transport a termination fee of USD$4.0 million in accordance with the terms of the Manitoulin Arrangement Agreement.

On December 30, 2013, after consulting with its legal advisors, financial advisors and senior management, including receiving the oral opinion of Stephens to the effect that, as of December 30, 2013, the Consideration to be paid to Shareholders (other than the Purchaser, its directors, officers, managers and affiliates) pursuant to the Arrangement was fair from a financial point of view to such Shareholders, the Board determined that the acquisition by the Purchaser of the outstanding Common Shares not already owned by the Purchaser and its Affiliates for USD$6.50 per Common Share pursuant to the Arrangement and on the terms in the Arrangement Agreement would be in the best interests of the Company. The Board also determined that it would recommend that the Shareholders vote in favour of the Arrangement. On December 30, 2013, the Company, the Purchaser and the Parent (as guarantor) entered into the Arrangement Agreement.

Reasons for the Arrangement

In unanimously determining that the Arrangement is in the best interests of the Company, and recommending to Shareholders that they approve the Arrangement, the Board considered and relied upon a number of factors, including, among others, the following:

33

Table of Contents

Recommendation of the Board

After careful consideration, the Board has unanimously determined that the Arrangement is in the best interests of the Company, that the Consideration to be paid to Shareholders (other than the Purchaser and its Affiliates) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders and recommends that Shareholders vote “ FOR ” the Arrangement Resolution and “ FOR ” the Compensation Proposal. Each Director and senior officer of the Company intends to vote his Common Shares “ FOR ” the Arrangement Resolution and “ FOR ” the Compensation Proposal.

Lock-Up Agreement

On October 31, 2013, the Parent, Clarke and Quinpool entered into the Lock-Up Agreement, pursuant to which Clarke and Quinpool agreed to support any proposed Alternative Transaction (as defined in the Lock-Up Agreement), which would include the Arrangement, by voting all 418,837 Common Shares owned by them in favour of such proposed Alternative Transaction.

34

Table of Contents

Fairness Opinion

Stephens was retained as a financial advisor in May 2013 to assist the Company in analyzing potential strategic alternatives, including such alternatives that could lead to a possible sale of the Company. As part of its engagement, Stephens provided its written opinion as to the fairness, from a financial point of view, to the Company’s shareholders of the USD$6.50 per share cash consideration to be received by the Company’s shareholders pursuant to the Arrangement. For the purposes of Stephens’ Fairness Opinion, the Company’s “shareholders” means the holders of outstanding shares of the Company’s Common Shares, other than the Purchaser and the directors, officers, managers and affiliates of the Purchaser. On December 29, 2013, representatives of Stephens made a presentation to the Board in which they expressed Stephens’ opinion, subsequently confirmed in the written Fairness Opinion, dated December 30, 2013, that, as of December 30, 2013 and based upon and subject to the assumptions, procedures, factors, limitations and qualifications described in its written Fairness Opinion, the USD$6.50 per share cash consideration to be received by the Shareholders in the Arrangement was fair to them, from a financial point of view.

Stephens provided the Fairness Opinion described above for the information and assistance of the Board in connection with its consideration and evaluation of the proposed Arrangement. The terms of the Arrangement, including the amount and form of the consideration payable pursuant to the Arrangement to the Company’s shareholders, were determined through negotiations between the Purchaser and the Company, and were approved by the Board. Stephens did not recommend the amount or form of consideration payable pursuant to the Arrangement. Stephens has consented to the inclusion within this Circular and the Vitran Proxy Statement of its opinion and the description of its opinion appearing under the headings “ Summary Term Sheet – Fairness Opinion ”, “ Summary Term Sheet – Reasons for the Arrangement ”, “ The Arrangement – Fairness Opinion” and “ The Arrangement – Reasons for the Arrangement” . This summary is qualified in its entirety by reference to the full text of the Fairness Opinion. The Board urges Shareholders to read the Fairness Opinion carefully and in its entirety . The full text of the written Fairness Opinion of Stephens, dated December 30, 2013, which sets forth assumptions, qualifications and limitations on the review undertaken in connection with the Fairness Opinion, and describes the matters considered in connection with developing the opinion, is attached as Appendix “C” to this Circular.

Stephens’ Fairness Opinion does not address the merits of the underlying decision by the Company to enter into the Arrangement, the merits of the transaction as compared to other alternatives potentially available to the Company or the relative effects of any alternative transaction in which the Company might engage, nor is it intended to be a recommendation to any person as to how to vote in connection with the Arrangement. In addition, except as explicitly set forth in Stephens’ Fairness Opinion, Stephens was not asked to address, and the Fairness Opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company other than the holders of the Common Shares. Stephens was not asked to express any opinion, and does not express any opinion, as to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or to any group of such officers, directors or employees, relative to the compensation to other shareholders of the Company. Stephens’ fairness opinion committee approved the issuance of Stephens’ opinion.

In connection with its Fairness Opinion, Stephens:

35

Table of Contents

In rendering its Fairness Opinion, Stephens relied on the accuracy and completeness of the information and financial data provided to it by the Company and of the other information reviewed by it in connection with the preparation of its written Fairness Opinion, and Stephens’ Fairness Opinion is based upon such information. Stephens has not assumed any responsibility for independent verification of the accuracy or completeness of any of such information or financial data. The management of the Company has assured Stephens that they are not aware of any relevant information that has been omitted or remains undisclosed to Stephens. Stephens has not assumed any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of the Company, and it has not been furnished with any such evaluations or appraisals; nor has it evaluated the solvency or fair value of the Company or any other participant in the transaction under any laws relating to bankruptcy, insolvency or similar matters. Stephens has not assumed any obligation to conduct any physical inspection of the properties or facilities of the Company. With respect to the financial forecasts prepared by the management of the Company, Stephens has assumed that such financial forecasts have been reasonably prepared and reflect the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and that the financial results reflected by such projections will be realized as predicted. Stephens’ written Fairness Opinion is necessarily based upon market, economic, and other conditions as they existed and could be evaluated, and on the information made available to Stephens, as of the date of its Fairness Opinion. Stephens has also assumed that the representations and warranties contained in the Arrangement Agreement and all related documents are true, correct and complete in all material respects.

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with its Fairness Opinion. Stephens performed certain procedures, including each of the financial analyses described below, and reviewed with the Board the assumptions upon which the analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by Stephens in this regard, it does set forth those considered by Stephens to be material in developing its Fairness Opinion. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its Fairness Opinion, Stephens did not attribute any particular weight to any analysis, factor or valuation methodology considered by it, but rather made qualitative judgments as to the significance and relevance of the analyses, factors and methodologies considered. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its Fairness Opinion.

Premium Analysis . Stephens analyzed the consideration to be received by holders of the Common Shares pursuant to the Arrangement in relation to the closing price of the Common Shares on December 27, 2013, the average closing price during the 7-day period and the 30-day period preceding December 27, 2013, the volume- weighted average price of the Common Shares for the 1-year period ended December 27, 2013, the closing price

36

Table of Contents

the day prior to the announced sale of the Company’s U.S. LTL business on September 23, 2013, the closing price the day prior to the Purchaser’s public offer of USD$4.50 per share on September 25, 2013, in each case as quoted on NASDAQ, and the consideration to be received pursuant to the Manitoulin Arrangement Agreement. This analysis indicated that the price per share to be paid to the holders of Common Shares pursuant to the Arrangement represented a premium / (discount) of:

Implied Transaction Multiples . Stephens calculated select implied transaction multiples for the Company based upon financial information provided by the Company’s management. Stephens calculated an implied equity value by multiplying USD$6.50 by the aggregate number of Common Shares on a fully-diluted basis (which for the purposes of Stephens’ calculations is based on the treasury stock method). Stephens then calculated an implied enterprise value based on the implied equity value plus net indebtedness, which we refer to as “Enterprise Value.” As used within the description of Stephens’ financial analyses, “EBITDA” means earnings before interest, taxes, depreciation and amortization, “EBIT” means earnings before interest and taxes, “EPS” means earnings per share and “LTM” means latest twelve months. For the purposes of this section, “ The Arrangement – Fairness Opinion” , EBITDA, EBIT and EPS of the Company have been adjusted to reflect USD$3.0 million of normalized corporate expenses, as estimated by the Company’s management.

The results of these analyses are summarized in the table below:

Company Multiple ⁽¹⁾

Note:

37

Table of Contents

Comparable Companies Analysis . Stephens analyzed the public market statistics of certain other companies deemed relevant by Stephens to its analysis and examined various trading statistics and information relating to those companies. Stephens selected the companies below because aspects of their businesses and operating profiles are reasonably similar to that of the Company. No selected company identified below is identical to the Company. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of those selected companies. Mathematical analysis (such as determining the mean or the median) is not in itself a meaningful method of using selected company data. In choosing relevant companies to analyze, Stephens selected the following companies:

Less-Than-Truckload Comparable Companies

Third Party Logistic Comparable Companies

38

Table of Contents

Stephens examined the market trading multiples for each company based on the December 27, 2013 closing price and information publicly available at that time, including the multiples of Enterprise Value to EBITDA and EBIT, and stock price to EPS and book value per share. The results of these analyses are summarized in the tables below:

Notes:

Based on this data and its understanding of the relative operating, financial and trading characteristics of the selected companies and of the Company, Stephens derived a range for the implied value per Common Share of USD$2.55 – USD$5.67. Stephens noted that the Consideration of USD$6.50 per Common Share was above this range.

39

Table of Contents

Comparable Transactions Analysis . Stephens reviewed the financial terms of selected acquisition transactions deemed relevant to its analysis by Stephens. The following transactions were reviewed by Stephens (in each case, the first named company was the acquiror and the second named company was the acquired company and the transaction date is noted parenthetically):

Less-Than-Truckload Comparable Transactions

Third Party Logistics Comparable Transactions

40

Table of Contents

Stephens considered these selected acquisition transactions to be reasonably similar, but not identical, to the Arrangement. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions to which the Arrangement is being compared. Mathematical analysis (such as determining the mean or the median) is not in itself a meaningful method of using selected transaction data.

For the selected transactions listed above, Stephens used publicly available financial information to determine the multiple of Enterprise Value to LTM EBITDA and LTM EBIT and, for the less-than-truckload transactions, Equity Value to Book Value.

Note:

Based on this data, its understanding of the relative operating and financial characteristics of the target companies in the selected transactions and of the Company, and its understanding of the market, economic and other conditions as they existed as of the date of the selected transactions and of its opinion, Stephens derived an implied value range of USD$2.09 – USD$3.75 per Common Share. Stephens noted that the Consideration of USD$6.50 per Common Share was above this range.

41

Table of Contents

Premiums Paid Analysis . Stephens performed a premiums paid analysis based upon the premiums paid in 652 precedent public merger and acquisition transactions. The transactions utilized within the analysis were completed since January 1, 2010 and involved U.S. and Canada targets with transaction value less than USD$400 million. In the premiums paid analysis, Stephens analyzed the premiums paid based on (i) the closing stock price of the target one day prior to announcement of the transaction; (ii) the closing stock price of the target seven days prior to announcement of the transaction; and (iii) the closing stock price of the target thirty days prior to announcement of the transaction. The medians for the one day, seven day, and thirty day premiums were 35.9%, 38.9% and 39.2%, respectively. In addition, Stephens calculated the percentage distributions of premiums from <0% to >100% in 10% increments. The results of this analysis are set forth below:

Stephens noted that the Consideration of USD$6.50 per Common Share represented a premium of 49.8% over the closing price of the Common Shares on NASDAQ the day prior to the announced sale of the Company’s U.S. LTL business on September 23, 2013 and a premium of 37.7% over the closing price the day prior to the public offer by the Purchaser on September 25, 2013. Stephens also noted that the premium/discount paid in the Arrangement was substantially affected by the Manitoulin Arrangement Agreement that was in effect just prior to the Company entering into the Arrangement Agreement.

Historical Trading Analysis . Stephens analyzed the historical daily intra-day prices per share of the Common Shares for the one-year period ending December 27, 2013. Stephens noted that during this period, the 52- week low (reached on September 23, 2013) and 52- week high (reached on February 15, 2013) intra-day prices per Common Share were USD$3.89 and USD$7.73, respectively. Stephens further noted that the Consideration of USD$6.50 per Common Share was within the 52- week range for the intra-day prices per share of the Common Shares for the one-year period ended December 27, 2013.

Discounted Cash Flow Analysis. Stephens performed a discounted cash flow analysis on the Company using projections developed by management for fiscal years 2014 – 2018. Utilizing these projections, Stephens calculated a range of implied prices per share based upon the discounted net present value of the sum of the projected stream of unlevered free cash flows for years ending December 31, 2014 to December 31, 2018 and a projected terminal value at December 31, 2018. Stephens considered discount rates ranging from 14.0% to 16.0% (based on a weighted average cost of capital analysis) and EBITDA exit multiples ranging from 7.0x – 9.0x. The weighted average cost of capital was determined by the sum of (a) the market value of equity as a percentage of the total market value of the Company’s capital multiplied by the Company’s estimated cost of equity, and (b) the market value of debt as a percentage of the total market value of the Company’s capital multiplied by the Company’s estimated after- tax market cost of debt. The Company’s estimated cost of equity was calculated using the Capital Asset Pricing Model which took into account the risk free rate, the Company’s beta, betas of selected comparable companies, and applicable risk premia. Utilizing the ranges of discount rates and exit multiples, Stephens derived an implied valuation range of USD$3.26 – USD$4.90 per Common Share. Stephens noted that the Consideration of USD$6.50 per Common Share was above this range.

42

Table of Contents

Leveraged Buyout Analysis. Stephens performed a leveraged buyout analysis on the Company using projections developed by management for fiscal years 2013 – 2018. This analysis calculates current values for the Company based on the value that a hypothetical new equity investor would be willing to pay for the Company in order to generate acceptable internal rates of return. Based on a range of target internal rates of return of 22.0% to 28.0% for the hypothetical equity investor, leverage of 4.8x LTM EBITDA and a five-year EBITDA exit multiple range of 7.0x – 9.0x, the analysis yielded values of USD$3.65 – USD$4.90 per Common Share. Stephens noted that the Consideration of USD$6.50 per Common Share was above this range.

As part of our investment banking business, Stephens regularly issues fairness opinions and is continually engaged in the valuation of companies and their securities in connection with business reorganizations, private placements, negotiated underwritings, mergers and acquisitions and valuations for estate, corporate and other purposes. Stephens is familiar with the Company and has provided investment banking services to the Company in the past, and it issues periodic research reports regarding the Company’s business activities and prospects. During the two years preceding the date of the Fairness Opinion, Stephens received a fee of USD$1.0 million for providing investment banking services to the Company in connection with its disposition of its U.S. LTL business entities in 2013. Stephens expects to pursue future investment banking services assignments from participants in the Arrangement. In the ordinary course of business, Stephens Inc. and its affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt or equity securities or options on securities of the Company or of any other participant in the Arrangement.

The Company retained Stephens based on its qualifications and expertise and its reputation as a nationally recognized investment banking firm. Pursuant to its engagement letter agreement with the Company, Stephens received a retainer of USD$100,000 and a fee of USD$400,000 for the delivery of each of its opinions delivered on December 9, 2013 and on December 30, 2013. Under the terms of the engagement letter agreement, Stephens will be entitled to receive an additional fee of approximately USD$1.3 million (being its total success fee, less the fees for its opinions) upon consummation of the Arrangement. The Company has also agreed to reimburse Stephens for certain of its out-of-pocket expenses (including fees and expenses of its counsel) reasonably incurred by it in connection with its services and to indemnify Stephens against potential liabilities arising out of its engagement, including certain liabilities that could arise in connection with its Fairness Opinion.

Approval of the Arrangement Resolution

At the Meeting, Shareholders will be asked to approve the Arrangement Resolution, the full text of which is set out in Appendix “A” to this Circular. In order for the Arrangement to become effective, as provided in the Interim Order and by the OBCA, the Arrangement Resolution must be approved by (i) not less than 66-2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting; and (ii) not less than a simple majority of the votes cast by Disinterested Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting. Should Shareholders fail to approve the Arrangement Resolution by the requisite amount, the Arrangement will not be completed.

After careful consideration by the Board, the Board has unanimously determined that the Arrangement is in the best interests of the Company, that the Consideration to be paid to Shareholders (other than the Purchaser and its Affiliates) pursuant to the Arrangement is fair from a financial point of view to such Shareholders and to recommend that Shareholders vote “ FOR ” the Arrangement Resolution.

Completion of the Arrangement

Subject to the provisions of the Arrangement Agreement, the Arrangement will become effective at the Effective Time on the Effective Date. Completion of the Arrangement is anticipated to occur on or about March 7, 2014; however, it is possible that completion may be delayed beyond this date if the conditions to completion of the Arrangement cannot be met on a timely basis, but in no event shall completion of the Arrangement occur later than the Completion Deadline unless agreed to in writing by the Parties.

43

Table of Contents

As soon as practicable following completion of the Arrangement, the Common Shares will be delisted from NASDAQ and the TSX.

Procedure for Surrender of Common Shares and Payment of Consideration

Procedure for Surrender of Common Shares

Letter of Transmittal

If you are a Registered Shareholder, you should have received with this Circular a Letter of Transmittal (printed on blue paper). If the Arrangement Resolution is passed and the Arrangement is implemented, in order to receive the payment for their Common Shares, Registered Shareholders must complete and sign the Letter of Transmittal and deliver it, together with certificates representing their Common Shares, and the other relevant documents required by the instructions set out therein, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. You can obtain additional copies of the Letter of Transmittal by contacting the Depositary. The Letter of Transmittal is also available on SEDAR at www.sedar.com under the Company’s filings and at the SEC’s public website, www.sec.gov .

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. The deposit of Common Shares pursuant to the procedures in the Letter of Transmittal will constitute a binding agreement between the depositing Shareholder and the Purchaser upon the terms and subject to the conditions of the Arrangement.

Only Registered Shareholders should submit a Letter of Transmittal. If you are a Non-Registered Shareholder holding your Common Shares through an intermediary, you should carefully follow the instructions provided to you by such intermediary or contact your intermediary for assistance.

The signature on the Letter of Transmittal must be guaranteed by an Eligible Institution if a Letter of Transmittal is executed by a Person other than the Registered Shareholder.

General

All questions as to validity, form, eligibility (including timely receipt) and acceptance of the Letter of Transmittal and any Common Shares surrendered in connection with the Arrangement, will be determined by the Company and the Purchaser. Such determination will be final and binding. There shall be no duty or obligation of the Company, the Purchaser, the Depositary or any other Person to give notice of any defect or irregularity in any deposit or notice of withdrawal and no liability will be incurred by any of them for failure to give any such notice. The Company reserves for itself and the Purchaser the absolute right to reject, without notice, any and all surrenders of Common Shares which it determines not to be in proper form or which, in the opinion of its counsel, it may be unlawful to accept under the Laws of any jurisdiction. The Company reserves for itself and the Purchaser the absolute right to waive any defect or irregularity in the surrender of any Common Shares.

The method of delivery of the Letter of Transmittal and certificates representing Common Shares and all other required documents is at the option and risk of the Person depositing their Common Shares. Any use of the mail to forward certificates representing Common Shares and/or the related Letters of Transmittal shall be at the election and sole risk of the Person depositing such Common Shares, and documents so mailed shall be deemed to have been received by the Company only upon actual receipt by the Depositary. If such certificates and other documents are to be mailed, the Company recommends that registered mail be used with proper insurance and an acknowledgement of receipt requested.

Payment of Consideration

Following receipt of the Final Order and prior to the Effective Time, provided that all conditions precedent set out in the Arrangement Agreement have been satisfied or waived, the Purchaser will deliver, or cause to be delivered to the Depositary in escrow sufficient funds to pay the aggregate Consideration to be paid to Shareholders under the Arrangement.

44

Table of Contents

Payment

Registered Shareholders who deposit a validly completed and duly signed Letter of Transmittal, together with accompanying certificate(s) representing their Common Shares, will be forwarded the Consideration to which they are entitled under the Arrangement, with such surrendered certificate(s) being cancelled.

Registered Shareholders who do not forward to the Depositary a duly completed Letter of Transmittal, together with the certificate(s) representing their Common Shares and the other relevant documents, will not receive the Consideration to which they are otherwise entitled until deposit thereof is made. Whether or not Shareholders forward their certificate(s) upon the completion of the Plan of Arrangement on the Effective Date, Shareholders will cease to be holders of Common Shares as of the Effective Date and will only be entitled to receive the Consideration to which they are entitled under the Arrangement or, in the case of Registered Shareholders who properly exercise Dissent Rights, the right to receive fair value for their Common Shares in accordance with section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order. See “ The Arrangement – Dissent Rights ”.

As soon as a former Registered Shareholder who has complied with the procedures set out above and in the Letter of Transmittal is entitled to a net payment of Consideration in accordance with the Arrangement and after receipt of all required documents, a cheque representing the aggregate Consideration payable under the Arrangement to the former Registered Shareholder will be: (i) forwarded to the former Registered Shareholder at the address specified in the Letter of Transmittal by first-class mail; or (ii) made available at the office of the Depositary at which the Letter of Transmittal and the certificate(s) for the Common Shares were delivered for pick-up by the former Registered Shareholder, as requested by the former Registered Shareholder in the Letter of Transmittal. If no address is provided on the Letter of Transmittal, cheques will be forwarded to the address of the holder as shown on the register maintained by Computershare.

In the event that any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to the Arrangement is 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 Purchaser or the Depositary, as applicable, will issue and deliver in exchange for such lost, stolen or destroyed certificate, the Consideration to which such holder is entitled pursuant to the Plan of Arrangement. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be issued and delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Purchaser (acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser in a manner satisfactory to the Purchaser, acting reasonably, against any claim that may be made against the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed. The Depositary will act as the agent of Registered Shareholders who have deposited Common Shares pursuant to the Plan of Arrangement for the purpose of receiving the Consideration from the Purchaser and transmitting payment from the Purchaser to such Persons, and receipt of the Consideration by the Depositary will be deemed to constitute receipt of payment by Registered Shareholders depositing Common Shares.

Under no circumstances will interest accrue or be paid by the Purchaser or the Depositary to Registered Shareholders on the Consideration, regardless of any delay in making such payment.

Currency of Payment

All payments to Shareholders of the Consideration will be made in United States dollars.

Cancellation of Rights of Shareholders

From and after the Effective Time, each certificate that immediately prior to the Effective Time represented Common Shares shall be deemed to represent only the right to receive the Consideration in respect of such Common Shares required under the Plan of Arrangement, less any amounts withheld as provided under the

45

Table of Contents

Arrangement Agreement. Any such certificate formerly representing Common Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by, or interest of, any former holder of Common Shares of any kind or nature against, or in, the Company or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser, and shall be paid over by the relevant Depositary to the Purchaser or as directed by the Purchaser.

Any payment made by way of cheque by the Depositary (or the Company, if applicable) pursuant to the Arrangement that has not been deposited or has been returned to such Depositary (or the Company) or that otherwise remains unclaimed, in each case, by the sixth anniversary of the Effective Date, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration for the Common Shares pursuant to the Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

Treatment of Incentive Units in connection with the Arrangement

Subject to the terms and conditions of the Arrangement Agreement, Vitran has agreed to cause the following to be completed prior to the Effective Time:

Pursuant to the Plan of Arrangement, holders of Vitran Options which are outstanding and have an exercise price less than the amount of the Consideration immediately prior to the Effective Time will be entitled to receive an amount per Vitran Option equal to the difference between the Consideration and the exercise price in respect of such Vitran Options (less applicable withholdings) and such Vitran Options will be cancelled at the Effective Time. All other Vitran Options will be cancelled at the Effective Time, without any payment in respect thereof.

Pursuant to the Plan of Arrangement, holders of Vitran DSUs which are outstanding immediately prior to the Effective Time will be entitled to receive an amount per Vitran DSU equal to the Consideration and such Vitran DSUs (less applicable withholdings) will be cancelled at the Effective Time.

On the Effective Date, the Purchaser shall deliver or cause to be delivered to each applicable holder of Vitran Options and holder of Vitran DSUs, a cheque representing the amount of the consideration such holder is entitled to receive pursuant to the Plan of Arrangement, less applicable withholdings.

Court Approval of the Arrangement

An arrangement under the OBCA involving the Company requires approval by the Court.

Interim Order

On February 3, 2014, Vitran obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. The text of the Interim Order is set out in Appendix “D” to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, and if the Arrangement Resolution is approved by Shareholders at the Meeting in the manner required by the Interim Order, Vitran intends to make an application to the Court for the Final Order.

46

Table of Contents

The application for the Final Order approving the Arrangement is currently scheduled for March 6, 2014 at 10:00 a.m. (Toronto time), or as soon after that time as the application may be heard, at the Courthouse located at 330 University Avenue, Toronto, Ontario, or at any other date and time as the Court may direct. Any Shareholder or any other interested party who wishes to appear or be represented and to present evidence or arguments at that hearing of the application for the Final Order must file and serve a notice of appearance no later than 5:00 p.m. (Toronto time) on February 28, 2014, along with any other documents required, all as set out in the Interim Order and the Notice of Application, the text of which are set out in Appendix “D” to this Circular, and satisfy any other requirements of the Court. Such Persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned then, subject to further order of the Court, only those Persons having previously filed and served a notice of appearance will be given notice of the adjournment.

The Court has broad discretion under the OBCA when making orders with respect to the Arrangement and will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, Vitran and/or the Purchaser may determine not to proceed with the Arrangement.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the form of Notice of Application attached at Appendix “D” to this Circular. The Notice of Application constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

Regulatory Approvals and Securities Law Matters

Regulatory Approvals

The following is a description of regulatory approvals relating to the Arrangement. Reference is made to the Arrangement Agreement set out in Appendix “B” to this Circular and to “ The Arrangement – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective ”.

Competition Act Approval

The Competition Act requires that parties to any proposed transaction that exceeds specified financial and shareholding thresholds provide to the Commissioner of Competition prior notice of, and information relating to, the proposed transaction. A proposed transaction is exempt from the foregoing notification requirements if the Commissioner of Competition issues an advance ruling certificate in respect of the proposed transaction. The Commissioner of Competition may also waive the notification requirements if substantially similar information was previously supplied in relation to a request for an advance ruling certificate. Under the Competition Act, a notifiable transaction may not be completed until the expiry, waiver or termination of the applicable statutory waiting period.

The Arrangement is a notifiable transaction for the purposes of the Competition Act. On January 22, 2014, the Purchaser filed a submission with the Commissioner of Competition requesting that he issue an advance ruling certificate pursuant to section 102 of the Competition Act, or in the alternative a no-action letter and a waiver, in respect of the Arrangement. On January 22, 2014, the Company and the Purchaser filed their respective merger notifications required under section 114 of the Competition Act. The applicable initial statutory waiting period in the case of a transaction notified under the Competition Act is 30 days. The Commissioner of Competition may, in his discretion, within the initial 30-day waiting period, issue a “supplementary information request” for additional information and documents, in which case a new 30-day waiting period will commence following compliance with such supplementary information request.

The Commissioner of Competition’s review of a notifiable transaction for substantive competition law considerations may take longer than the statutory waiting period. As of the date of this Circular, the review by the Commissioner of Competition of the proposed Arrangement was ongoing. Upon completion of the Commissioner of Competition’s review, the Commissioner of Competition may decide to (i) issue an advance

47

Table of Contents

ruling certificate with respect to the proposed transaction; (ii) issue a “no action” letter stating that he does not, at that time, intend to challenge the transaction but retains the authority to do so for one year after completion of the transaction; or (iii) challenge the transaction before the Competition Tribunal, if the Commissioner of Competition concludes that it is likely to substantially lessen or prevent competition. Where the Commissioner of Competition issues an advance ruling certificate and the parties substantially complete the transaction within one year after the advance ruling certificate is issued, he cannot challenge the transaction before the Competition Tribunal solely on the basis of information that is the same or substantially the same as the information on the basis of which the advance ruling certificate was issued.

The approvals relating to the Competition Act are: (i) the issuance of an advance ruling certificate, or (ii) both of (a) the expiry, waiver, or termination of any applicable waiting periods under the Competition Act, and (b) the Purchaser having been advised in writing by the Commissioner of Competition that he does not, at that time, intend to make an application under the Competition Act, and any terms and conditions attached to any such advice are acceptable to the Parties, acting reasonably.

Transportation Act Approval

Subsection 53.1(1) of the Canada Transportation Act provides that every person who is required to notify the Commissioner of Competition under subsection 114(1) of the Competition Act of a proposed transaction that involves a transportation undertaking shall, at the same time as the Commissioner of Competition is notified and, in any event, not later than the date by which the person is required to notify the Commissioner, give notice of the proposed transaction to the Transport Minister. Transactions that are subject to notification under the Canada Transportation Act cannot be completed until the requirements noted below have been satisfied. On January 22, 2014, the Company and the Purchaser filed a notice with the Transport Minister.

Under the Canada Transportation Act, the Transport Minister is required to inform the Parties within 42 days of the receipt of the Parties’ notification whether, in the Transport Minister’s opinion, the Transactions raise issues with respect to the public interest as it relates to national transportation. At any time during or at the end of the 42 day period, the Transport Minister may notify the Parties that the Transactions do not raise issues with respect to the public interest as it relates to national transportation, in which case the consummation of the Transactions would no longer be prohibited under the Canada Transportation Act. Alternatively, if the Transport Minister determines that the Transactions raise issues with respect to the public interest as it relates to national transportation, the Parties cannot complete the Transactions until they are approved by the Governor in Council. If this approval is required, the Transport Minister will direct the Canada Transportation Agency to examine the public interest issues and to report to the Transport Minister within 150 days (or within any longer period that the Transport Minister allows); within this same period, the Commissioner of Competition must report to the Transport Minister and the parties to the transaction on any concerns regarding potential prevention or lessening of competition that may occur as a result of the transaction. The Transport Minister will then make a recommendation to the Governor in Council as to whether to approve the proposed transaction. The Governor in Council has the authority to approve the transaction either conditionally or unconditionally.

HSR Approval

The Company and the Parent have determined that approval under the HSR is not required.

Securities Law Matters

Status under Securities Laws

Vitran is a reporting issuer in each of the provinces of Canada. The Common Shares currently trade on NASDAQ and the TSX. After the Arrangement, Vitran (Amalco) will be an indirect wholly-owned subsidiary of the Parent and the Common Shares will be delisted from NASDAQ and the TSX. The Company will also apply to cease to be a reporting issuer under the securities laws of each of the provinces and territories of Canada as soon as practicable following completion of the Arrangement.

48

Table of Contents

Multilateral Instrument 61-101

As a reporting issuer (or its equivalent) in the Provinces of Ontario and Quebec, Vitran is subject to MI 61-101.

MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among security holders, generally by requiring enhanced disclosure, approval by a majority of security holders excluding interested or related parties and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to “business combinations” (as defined in MI 61-101). The Arrangement is a “business combination” under MI 61-101 because (i) as a consequence of the Arrangement, the interest of a holder of an equity security of Vitran may be terminated without the holder’s consent and (ii) a “related party” (as defined in MI 61-101), namely the Parent, will directly or indirectly acquire Vitran.

Minority Approval

MI 61-101 requires that, in addition to any other required securityholder approval, a business combination is subject to “minority approval” (as such term is defined in MI 61-101). In relation to the Arrangement, the “minority” shareholders of Vitran are all holders of Common Shares other than (i) Vitran, (ii) any interested party to the Arrangement within the meaning of MI 61-101, (iii) any related party to such interested party within the meaning of MI 61-101 (subject to the exceptions set out therein), and (iv) any person that is a joint actor with a person referred to in the foregoing clauses (ii) or (iii) for the purposes of MI 61-101. The Parent is the interested party in the Arrangement and therefore the Common Shares beneficially owned and/or over which control or direction is exercised by it will be excluded for purposes of determining “minority approval”. To the knowledge of Vitran after reasonable inquiry, the number of shares that will be so excluded is 3,278,232.

Further, Common Shares held by a director or a senior officer of Vitran who receives a “collateral” benefit must be excluded from the minority approval of the Arrangement Resolution required by MI 61-101. A “collateral benefit”, as defined under MI 61-101, includes any benefit that a “related party” of Vitran (which includes the directors and senior officers of Vitran and the Vitran Subsidiaries) is entitled to receive as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of Vitran. However, MI 61-101 excludes from the meaning of “collateral benefit” certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of an issuer or an affiliated entity of the issuer or a successor to the business of the issuer where, among other things, (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction, (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner, (iii) full particulars of the benefit are disclosed in the disclosure document for the transaction, and (iv) at the time the transaction was agreed to, the related party and its associated entities beneficially own or exercise control or direction over less than 1% of the outstanding shares of the issuer.

All of the directors and the senior officers of each of Vitran and the Vitran Subsidiaries hold Incentive Units. Pursuant to the Arrangement Agreement, Vitran has agreed to use commercially reasonable efforts to accelerate the vesting of all Incentive Units such that all outstanding Incentive Units will be fully vested on or immediately prior to the Effective Time. Pursuant to the terms of existing transaction incentive agreements with certain senior officers of each of Vitran and the Vitran Subsidiaries, such senior officers are entitled to certain payments in an aggregate amount of CDN$1,656,615 (assuming Vitran has net debt of USD$37.9 million) as a consequence of the Arrangement. In addition, pursuant to the terms of existing employment agreements of certain senior officers of each of Vitran and the Vitran Subsidiaries, if the employment of any such officer is terminated without cause following the completion of the Arrangement, a “change of control” of Vitran could be deemed to have occurred which will trigger severance or change of control payments in an aggregate amount of CDN$1,923,700. None of these benefits or payments is conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for their Common Shares or is conditional on the related party supporting

49

Table of Contents

the Arrangement in any manner. In addition, each director and senior officer of each of Vitran and the Vitran Subsidiaries exercises control or direction over, or beneficially owns, less than 1% of the outstanding Common Shares.

Accordingly, none of these benefits or payments is a “collateral benefit” for the purposes of MI 61-101, thus the directors and senior officers of Vitran and the Vitran Subsidiaries who own Common Shares will be entitled to vote on the Arrangement Resolution for purposes of “minority approval”.

See “ Interests of Informed Persons in Material Transactions – Interests of Certain Persons in the Arrangement ” for detailed information regarding the benefits and other payments to be received by each of the Directors and executive officers of the Company in connection with the Arrangement.

Formal Valuation

MI 61-101 requires in certain circumstances that an issuer carrying out a business combination obtain a formal valuation prepared by an independent valuator. Vitran is exempt from the requirement to obtain a formal valuation for the Arrangement by virtue of Section 4.4(1)(c) of MI 61-101, which exempts an issuer from the formal valuation requirement for a business combination if the issuer has engaged in an auction process as described in MI 61-101.

The Manitoulin Proposal was outstanding at the time the Arrangement Agreement was entered into and announced. The Board determined that the Arrangement constituted a ‘‘Superior Proposal’’ under the Manitoulin Arrangement Agreement and the Board unanimously recommended that Shareholders vote in favour of the Arrangement Resolution at the Meeting. Each of the Purchaser, the Parent and Manitoulin Transport has been provided with equal access to Vitran and to information concerning Vitran and its securities. See “ The Arrangement – Background to the Arrangement ”.

Prior Valuations and Prior Offers

Neither Vitran nor to the knowledge of Vitran, after reasonable inquiry, any Director or senior officer of Vitran has knowledge of any “prior valuation” (as defined in MI 61-101) in respect of Vitran that has been made in the 24 months before the date of this Circular. Except as described in this Circular, Vitran has not received any bona fide prior offer during the 24 months before the date of the Arrangement Agreement that relates to the subject matter of or is otherwise relevant to the Arrangement.

Fees and Expenses

All expenses incurred in connection with the Arrangement Agreement and the Transactions contemplated thereby shall be paid by the Party incurring such expense. Vitran has agreed to pay the Purchaser the Expense Reimbursement if the Arrangement Agreement is terminated in certain circumstances. See “The Arrangement – The Arrangement Agreement – Termination – Expense Reimbursement”.

Vitran estimates that it will incur fees and related expenses in the amount of approximately USD$3.2 million relating to the Arrangement including, without limitation, financial, advisory, legal and accounting fees, filing fees and the costs of preparing, printing and mailing this Circular.

Sources of Funds for the Arrangement

Pursuant to the Arrangement, the Purchaser is expected to pay an aggregate amount of approximately USD$85,715,559 to acquire all of the outstanding Common Shares, other than Common Shares held by the Purchaser and any Affiliate of the Purchaser, assuming no Shareholders validly exercise their Dissent Rights, and approximately USD$808,827 to the holders of Incentive Units pursuant to the Arrangement (assuming, where applicable, a US dollar/Canadian dollar exchange rate of USD$0.9256/CDN$1.00).

50

Table of Contents

The Purchaser will make arrangements for the Depositary to be provided with sufficient funds to pay in full the aggregate Consideration upon the terms contemplated by the Plan of Arrangement. The consideration payable in respect of the Incentive Units pursuant to the Arrangement will be satisfied from the available cash on hand of the Purchaser.

The Arrangement Agreement

The description of the Arrangement Agreement, both below and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which is incorporated by reference herein and may be found under Vitran’s profile on SEDAR at www.sedar.com and at the SEC’s public website, www.sec.gov .

Effective Date and Conditions of Arrangement

If the Arrangement Resolution is passed, the Final Order of the Court is obtained approving the Arrangement, every requirement of the OBCA relating to the Arrangement has been complied with and all other conditions disclosed under the heading “ The Arrangement – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective ” are met or waived, the Arrangement is anticipated to become effective at the Effective Time on the Effective Date. It is currently expected that the Effective Date will be on or about March 7, 2014.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by Vitran to the Purchaser and representations and warranties made by the Purchaser to Vitran. In addition, the Parent has unconditionally and irrevocably guaranteed the obligations of the Purchaser under the Arrangement Agreement. The representations and warranties contained in the Arrangement Agreement were made solely for purposes of the Arrangement Agreement and are subject to important qualifications, limitations and exceptions agreed to by the Parties. In particular, some of the representations and warranties are subject to a contractual standard of materiality or Material Adverse Effect different from that generally applicable to public disclosure to Shareholders, or are used for the purpose of allocating risk between the Parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by Vitran in favour of the Purchaser relate to, among other things: the Fairness Opinion and the Board’s approval; organization and qualification; authority relative to the Arrangement Agreement; the enforceability of the Arrangement Agreement; no violations as a result of the Arrangement; capital structure; ownership of subsidiaries; reporting status and securities law matters; public filings; financial statements; internal controls and financial reporting; books and records; minute books; the absence of undisclosed liabilities; the absence of a collateral benefit; the absence of a material change; litigation; taxes; personal property; real property; ownership of assets; intellectual property; material contracts; permits; environmental matters; compliance with Laws; employment matters; related party transactions; financial advisors; and insurance.

The representations and warranties provided by the Purchaser in favour of Vitran relate to, among other things: authority relative to the Arrangement Agreement; organization; no violations as a result of the Arrangement Agreement or the Arrangement; sufficiency of funds; compliance with US securities law; ownership of Common Shares by the Purchaser, the Parent or their Affiliates; and the Investment Canada Act (Canada).

Conditions to the Arrangement Becoming Effective

In order for the Arrangement to become effective, certain conditions must have been satisfied or waived which conditions are summarized below.

51

Table of Contents

Mutual Conditions

The obligations of the Purchaser and Vitran to complete the Arrangement and the other Transactions contemplated by the Arrangement Agreement are subject to the following conditions:

The foregoing conditions are for the mutual benefit of the Parties and may be waived in respect of a Party, in whole or in part, by such Party in writing at any time. If any such conditions shall not be complied with or waived on or before the Completion Deadline or, if earlier, the date required for the performance thereof, or become incapable of being satisfied prior to then, then any Party may terminate the Arrangement Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding Party.

The Purchaser’s Conditions

The obligation of Purchaser to complete the Arrangement and the other Transactions contemplated by the Arrangement Agreement is subject to the satisfaction of the following conditions:

52

Table of Contents

The foregoing conditions are for the benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in writing at any time. If any of such conditions shall not be complied with or waived by the Purchaser on or before the Completion Deadline or, if earlier, the date required for the performance thereof, or become incapable of being satisfied prior to then, then the Purchaser may terminate the Arrangement Agreement by written notice to Vitran in circumstances where the failure to satisfy any such condition is not the result of a breach of the Arrangement Agreement by the Purchaser.

Vitran’s Conditions

The obligations of Vitran to complete the Arrangement and the other Transactions contemplated by the Arrangement Agreement are subject to the satisfaction of the following conditions:

The foregoing conditions are for the benefit of Vitran and may be waived, in whole or in part, by Vitran in writing at any time. If any of such conditions shall not be complied with or waived by Vitran on or before the Completion Deadline or, if earlier, the date required for the performance thereof, or become incapable of being satisfied prior to then, then Vitran may terminate the Arrangement Agreement by written notice to the Purchaser in circumstances where the failure to satisfy any such condition is not the result of a breach of the Arrangement Agreement by Vitran.

Covenants of Vitran

Covenants relating to Conduct of Business

Pursuant to the Arrangement Agreement, Vitran has covenanted and agreed with the Purchaser as follows:

53

Table of Contents

54

Table of Contents

55

Table of Contents

Covenants relating to the Vitran Proxy Statement and the Final Order

Pursuant to the Arrangement Agreement, Vitran has covenanted and agreed with the Purchaser as follows:

56

Table of Contents

57

Table of Contents

Covenants relating to Approvals, Filings and Consents

Pursuant to the Arrangement Agreement, Vitran has covenanted and agreed with the Purchaser as follows:

58

Table of Contents

Covenants relating to Pre-Acquisition Reorganization

Pursuant to the Arrangement Agreement, Vitran has agreed with the Purchaser that, upon request by the Purchaser, Vitran shall, and shall cause each of the Vitran Subsidiaries to, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other affiliated businesses as the Purchaser may request, acting reasonably (each a “ Pre-Acquisition Reorganization ”) provided that the Pre-Acquisition Reorganization is not prejudicial to Vitran, any of the Vitran Subsidiaries or the Shareholders, and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. The Purchaser acknowledged and agreed that the Pre-Acquisition Reorganizations shall not (A) delay or prevent consummation of the Arrangement and the other Transactions contemplated in the Arrangement Agreement (including by giving rise to litigation by third parties or the need for prior approval of the Shareholders), or (B) be considered in determining whether a representation or warranty of Vitran hereunder has been breached, it being acknowledged by the Purchaser that these actions could require the consent of third parties under applicable contracts. The Purchaser shall provide written notice to Vitran of any proposed Pre-Acquisition Reorganization at least ten Business Days prior to the Effective Date. Upon receipt of such notice, the Purchaser and Vitran shall work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The Parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Effective Time (but after the Purchaser shall have waived or confirmed that all conditions to completion of the Arrangement have been satisfied).

Covenants relating to Cooperation on Debt Financing

Pursuant to the Arrangement Agreement, Vitran has agreed with the Purchaser to use its commercially reasonable efforts to provide, and shall cause the Vitran Subsidiaries and its and their representatives to use its and their commercially reasonable efforts to provide, to the Purchaser all such reasonable and timely cooperation

59

Table of Contents

as may be reasonably requested by the Purchaser and at the Purchaser’s cost and expense, and that is customary in connection with its financing of the Consideration payable in respect of the Arrangement, including: (a) participating in meetings, drafting sessions and due diligence sessions; (b) making available to the Purchaser and its financing sources such financial and other pertinent information regarding Vitran and the Vitran Subsidiaries as may be reasonably requested by the Purchaser; (c) assisting the Purchaser and its financing sources in the preparation of documents required in connection with its financing; (d) assisting the Purchaser and its financing sources in connection with matters relating to title to assets or property; (e) facilitating the pledging of Vitran collateral; (f) cooperating with the Purchaser and its financing sources in connection with any syndication of the financing, if required; and (g) facilitating the execution and delivery of definitive documents related to the financing. The Purchaser acknowledged and agreed that Vitran and the Vitran Subsidiaries and officers and representatives have no responsibility for any financing that the Purchaser may raise in connection with the Transactions contemplated thereby. The Purchaser also acknowledged and agreed that the obtaining financing by the Purchaser is not a condition to any of its obligations hereunder, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser. For the avoidance of doubt, if any financing referred to in Section 8(u) of the Arrangement Agreement, is not obtained, the Purchaser has agreed to continue to be obligated to consummate the Transactions contemplated by the Arrangement Agreement, subject to the terms and conditions contemplated by the Arrangement Agreement.

Covenants relating to Non-Solicitation

Pursuant to the Arrangement Agreement, Vitran has agreed with the Purchaser as follows:

60

Table of Contents

Responding to Acquisition Proposals and Superior Proposals

Pursuant to the Arrangement Agreement, Vitran has agreed with the Purchaser as follows:

61

Table of Contents

Right to Match

The Arrangement Agreement provides that:

62

Table of Contents

Covenants of the Purchaser

Covenants relating to Certain Actions

Pursuant to the Arrangement Agreement, the Purchaser has covenanted and agreed with Vitran as follows:

63

Table of Contents

Covenants relating to Approvals and Filings

Pursuant to the terms of the Arrangement Agreement, the Purchaser has covenanted and agreed with Vitran as follows:

Covenants relating to the Vitran Proxy Statement

Pursuant to the Arrangement Agreement, the Purchaser has covenanted and agreed with Vitran to cooperate with Vitran in connection with the preparation of the Vitran Proxy Statement and any related filing and any other documents required by applicable Laws, applicable Securities Authorities, and the applicable rules and policies of the Exchanges in connection with the approval of the Arrangement, and to take such steps as may be deemed reasonably necessary by Vitran to facilitate the preparation and filing of the Vitran Proxy Statement. None of the information supplied or to be supplied by the Purchaser for inclusion or incorporation by reference in the Vitran Proxy Statement will, at the time the Vitran Proxy Statement becomes effective, at the time of the Meeting and at the Effective Time 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. If at any time prior to the Effective Time any event with respect to the Purchaser or its officers and directors shall occur that is required to be described in the Vitran Proxy Statement, the Purchaser shall notify Vitran thereof and cooperate with Vitran in preparing and filing with the SEC and, as required by Law, disseminating to the Shareholders an amendment or supplement which accurately describes such event or events in compliance with all provisions of applicable law.

64

Table of Contents

Covenants relating to Insurance and Indemnification

Pursuant to the Arrangement Agreement, the Purchaser has covenanted and agreed with Vitran that all rights to indemnification or exculpation in favour of the current and former directors and officers of each of Vitran and the Vitran Subsidiaries disclosed to the Purchaser by Vitran shall be honoured by the Purchaser. Prior to the Effective Date, Vitran shall and, if Vitran is unable to, the Purchaser shall cause Vitran as of the Effective Time to, obtain and fully pay the premium for the extension of the directors’, officers’ and employees’ insurance policies of Vitran and the Vitran Subsidiaries for a claims reporting or run-off and extended reporting period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as Vitran’s current insurance carriers with respect to directors’, officers’ and employees’ liability insurance, and with terms, conditions, retentions and limits of liability that are no less favourable to the indemnified persons than the coverage provided under existing policies of Vitran and the Vitran Subsidiaries in effect on the Effective Date, with respect to protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date (including in connection with the approval or completion of the Arrangement and the other Transactions contemplated by the Arrangement Agreement or arising out of or related to the Arrangement Agreement and the Transactions contemplated thereby); provided that the Purchaser will not be required to pay any amounts in respect of coverage prior to the Effective Time and provided further that the cost of such “runoff” policies shall not exceed 150% of Vitran’s current annual aggregate premium for policies currently maintained by Vitran and the Vitran Subsidiaries. If Vitran for any reason fails to obtain such “runoff” insurance policies as of the Effective Time, the Purchaser will, or will cause Vitran and the Vitran Subsidiaries to, maintain in effect without any reduction in scope or coverage for six years from the Effective Time customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the indemnified persons than the protection provided by the policies maintained by Vitran and the Vitran Subsidiaries which are in effect on the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date; provided that the Purchaser will 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 150% per year of Vitran’s current annual aggregate premium for policies currently maintained by Vitran (including in connection with the approval or completion of the Arrangement and the other Transactions contemplated by the Arrangement Agreement or arising out of or related to the Arrangement Agreement and the Transactions contemplated thereby); provided that if the cost in any year does exceed 150% of Vitran’s current annual aggregate premium for policies currently maintained by Vitran, the Purchaser will or will cause Vitran and the Vitran Subsidiaries to maintain as much coverage is available for the cost equal to 150% of Vitran’s current annual aggregate premium for policies currently maintained by Vitran. The Purchaser shall cause Vitran to ensure that the articles and/or by-laws of Vitran and the Vitran Subsidiaries (or their respective successors) shall contain the provisions with respect to indemnification set forth in Vitran’s or the applicable Subsidiary’s articles and/or by-laws, which provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Effective Date in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Date, were directors or officers of Vitran or any of the Vitran Subsidiaries.

Mutual Covenants of the Parties

Pursuant to the Arrangement Agreement, Vitran and the Purchaser have agreed that:

65

Table of Contents

Covenants of the Parent

Pursuant to the Arrangement Agreement, the Parent has covenanted and agreed with Vitran to be jointly and severally liable to Vitran with the Purchaser for: (i) the accuracy of all of the Purchaser’s representations and warranties contained in the Arrangement Agreement or in any certificate delivered pursuant to the Arrangement Agreement and (ii) the due and punctual performance of each and every covenant and obligation of Purchaser arising under the Arrangement Agreement, subject to the terms therein. No change, amendment or modification of the Arrangement Agreement, or waiver of any of its terms, shall diminish, release or discharge the liability of the Parent under Section 4(b) of the Arrangement Agreement. The liability of the Parent is continuing and shall only be discharged by the full performance by the Purchaser of all of its obligations under the Arrangement Agreement.

Termination

The Arrangement Agreement may be terminated by:

66

Table of Contents

Termination Fee

Pursuant to the Arrangement Agreement, a Termination Fee will be payable by Vitran as follows:

67

Table of Contents

provided however that for the purposes of Section 19 of the Arrangement Agreement all references to 20% in the definition of Acquisition Proposal shall be deemed to be references to 50%;

Expense Reimbursement

In the event that the Arrangement Agreement is terminated in accordance with Section 20(a)(ii)1) thereof, then Vitran has agreed to pay the Purchaser its actual documented third party expenses incurred by the Purchaser in connection with the Arrangement Agreement and the Arrangement up to a maximum amount of CDN$1.5 million, such payment to be made to the Purchaser, by wire transfer of immediately available funds within two Business Days following the later of: (i) receipt by Vitran of receipts or invoices documenting such actual third party expenses; and (ii) such termination.

68

Table of Contents

Risks Associated with the Arrangement

In evaluating the Arrangement, Shareholders should consider the following risk factors (which are not an exhaustive list of potentially relevant risk factors relating to the Arrangement). Additional risks and uncertainties, including those that are not currently known to, or that may be considered immaterial by, the Company also may be relevant to completion of the Arrangement and/or the future of Vitran and the value of the Common Shares. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated. The risks associated with the Arrangement include:

Level of Shareholder Approval Required.

To be effective, the Arrangement Resolution must be approved by (i) not less than 66-2/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting; and (ii) not less than a simple majority of the votes cast by Disinterested Shareholders present in person or represented by proxy and entitled to vote on such resolution at the Meeting. There can be no certainty, nor can Vitran provide any assurance, that the requisite Shareholder approval of the Arrangement Resolution will be obtained. If such approval is not obtained and the Arrangement is not completed, the market price of the Common Shares may decline.

The Arrangement Agreement may be terminated in certain circumstances, including upon the occurrence of a Material Adverse Change.

Each of Parties has the right to terminate the Arrangement Agreement and Arrangement in certain circumstances. Accordingly, there is no certainty, nor can Vitran provide any assurance, that the Arrangement Agreement will not be terminated by either the Company or the Purchaser before the completion of the Arrangement. For example, the Purchaser has the right, in certain circumstances, to terminate the Arrangement Agreement upon the occurrence of a Material Adverse Change. Although a Material Adverse Change excludes certain changes, events or occurrences that are beyond the control of Vitran (such as certain changes, developments or conditions in or relating to changes in general, to political, economic or financial conditions, any decrease in the market price or any decline in the trading volume of the Common Shares on the Exchanges), there is no assurance that a Material Adverse Change will not occur before the Effective Date, in which case the Purchaser could elect to terminate the Arrangement Agreement and the Arrangement would not proceed.

There can be no certainty that all conditions precedent to the Arrangement will be satisfied.

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Vitran, including receipt of the Competition Act Approval, the Transportation Act Approval, the Key Third Party Consents and the Final Order and Dissent Rights not being exercised with respect to more than 10% of the issued and outstanding Common Shares. Under the Arrangement Agreement, Vitran and the Purchaser have covenanted to promptly prepare and file all necessary documents, registrations and applications for the Competition Act Approval, the Transportation Act Approval, and use commercially reasonable efforts to obtain the Competition Act Approval, the Transportation Act Approval, and the Key Third Party Consents.

There can be no certainty, nor can Vitran provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Arrangement is not completed, among other things, (i) the market price of the Common Shares may decline to the extent that the current market price reflects a market assumption that the Arrangement will be completed, (ii) if the Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the total Consideration to be paid pursuant to the Arrangement or willing to proceed at all with a similar transaction or alternative transaction, and (iii) significant costs will have been incurred by the Company without realizing any of the anticipated benefits of the Arrangement.

69

Table of Contents

Application of Interim Operating Covenants.

Pursuant to the Arrangement Agreement, Vitran has agreed to certain interim operating covenants intended to ensure that Vitran and the Vitran Subsidiaries carry on business in the Ordinary Course, except as required or expressly authorized by the Arrangement Agreement. These operating covenants cover a broad range of activities and business practices. Consequently, it is possible that a business opportunity will arise that is out of the Ordinary Course or is not consistent with past practices, and that Vitran will not be able to pursue or undertake the opportunity due to its covenants in the Arrangement Agreement unless the prior written consent of the Purchaser is obtained (such consent not to be unreasonably withheld, conditioned or delayed).

Vitran will incur costs and may have to pay the Termination Fee or the Expense Reimbursement.

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Vitran even if the Arrangement is not completed. Vitran has agreed to pay the Purchaser the Termination Fee in certain circumstances, including if the Arrangement Agreement is terminated in order to enter into an agreement in respect of a Superior Proposal or because of a Change in Recommendation or the Board has withdrawn, modified or qualified the Board Recommendation or failed to reaffirm the Board Recommendation within five Business Days after having been requested in writing by the Purchaser to do so. In addition, if the Agreement is terminated pursuant to Section 20(a)(ii)1) of the Arrangement Agreement, then Vitran has agreed pay to the Purchaser the Expense Reimbursement.

See “ The Arrangement – The Arrangement Agreement – Termination – Termination Fee” and “The Arrangement – The Arrangement Agreement – Termination – Expense Reimbursement ”.

Directors and executive officers of Vitran have interests in the Arrangement that may be different from those of the Shareholders.

In considering the recommendation of the Board to vote in favour of the Arrangement Resolution, Shareholders should be aware that certain Directors and executive officers of Vitran have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. See “ Interests of Informed Persons in Material Transactions – Interests of Certain Persons in the Arrangement ”.

Dissent Rights

If you are a Registered Shareholder, you are entitled to dissent from the Arrangement Resolution in the manner provided in section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

The following description of the rights of Registered Shareholders to dissent from the Arrangement Resolution is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of their Common Shares. A Registered Shareholder’s failure to follow exactly the procedures set forth in the Plan of Arrangement and the Interim Order will result in the loss of such Shareholder’s Dissent Rights. If you are a Registered Shareholder and wish to dissent, you should obtain your own legal advice and carefully read the Plan of Arrangement, the provisions of section 185 of the OBCA and the Interim Order which are attached to this Circular at Appendix “B”, Appendix “E” and Appendix “D”, respectively.

A Registered Shareholder holder may exercise the Dissent Rights only in respect of all of the Common Shares that are registered in that Shareholder’s name. In many cases, Common Shares beneficially owned by a Shareholder who is not a Registered Shareholder (“ Non-Registered Shareholder ”) are registered either:

70

Table of Contents

Accordingly, a Non-Registered Shareholder will not be entitled to exercise the Dissent Rights directly unless the Common Shares are re-registered in the Non-Registered Shareholder’s name.

A Non-Registered Shareholder who wishes to exercise the Dissent Rights should contact the intermediary with whom the Non-Registered Shareholder deals in respect of its Common Shares and either:

Any Dissenting Shareholder will be entitled, when the Arrangement becomes effective, to be paid by the Company the fair value of the Dissent Shares held by such Dissenting Shareholder determined as at the close of business on the day before the Arrangement Resolution is passed, and will not be entitled to any other payment or consideration. There can be no assurance that a Dissenting Shareholder will receive consideration for its Dissent Shares of equal value to the Consideration that such Dissenting Shareholder would have received upon completion of the Arrangement.

A Registered Shareholder who wishes to dissent must ensure that a written objection to the Arrangement Resolution (the “ Dissent Notice ”) is received by the Company, Attention: Corporate Secretary, at its registered office located at 185 West Mall, Suite 701, Toronto, Ontario M9C 5L5, no later than 5:00 p.m. (Toronto time) on March 3, 2014 (or the day that is two Business Days immediately preceding any adjourned or postponed Meeting). The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote; however, a Registered Shareholder who has submitted a Dissent Notice and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Shareholder with respect to Common Shares voted in favour of the Arrangement Resolution. If such Dissenting Shareholder votes in favour of the Arrangement Resolution in respect of a portion of the Common Shares registered in its name and held by same on behalf of any one beneficial owner, such vote approving the Arrangement Resolution will be deemed to apply to the entirety of Common Shares held by such Dissenting Shareholder in the name of that beneficial owner, given that section 185 of the OBCA provides there is no right of partial dissent. A vote against the Arrangement Resolution will not constitute a Dissent Notice.

Under the terms of the Plan of Arrangement and Interim Order, a Dissenting Shareholder will be deemed to have transferred its Dissent Shares to the Purchaser, free and clear of any Liens, as of the Effective Date, and if it (i) ultimately is entitled to be paid fair value for its Dissent Shares, shall be deemed to have transferred such Common Shares to the Purchaser in consideration for a debt claim against the Purchaser in an amount equal to the fair value of such Common Shares, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement in respect of such Common Shares had such holder not exercised its Dissent Rights, or (ii) is ultimately not entitled, for any reason, to be paid fair value for its Dissent Shares, will be deemed to have participated in the Arrangement as of the Effective Time on the same terms and at the same time as non-Dissenting Shareholders and shall only be issued the same Consideration which a Shareholder is entitled to receive under the Arrangement. Pursuant to the Plan of Arrangement, in no case will the Purchaser, the Company or any other Person be required to recognize any Dissenting Shareholder as a Shareholder after the Effective Date, and the names of Dissenting Shareholders will be deleted from the list of Registered Shareholders on the Effective Date. In addition to any other restrictions under section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Options, and (ii) holders of Common Shares who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution.

71

Table of Contents

Within 10 days after the approval of the Arrangement Resolution, the Company is required to notify each Dissenting Shareholder that the Arrangement Resolution has been approved. Such notice, is however, not required to be sent to a Registered Shareholder who voted for the Arrangement Resolution or who has withdrawn a Dissent Notice previously filed.

A Dissenting Shareholder must, within 20 days after the Dissenting Shareholder receives notice that the Arrangement Resolution has been approved or, if the Dissenting Shareholder does not receive such notice, within 20 days after the Dissenting Shareholder learns that the Arrangement Resolution has been approved, send a written notice demanding payment of the fair value of such Dissent Shares (the “ Demand for Payment ”). Within 30 days after sending a Demand for Payment, the Dissenting Shareholder must send to the Company, Attention: Corporate Secretary, at its registered office located at 185 West Mall, Suite 701, Toronto, Ontario M9C 5L5, or to Computershare, Attention: Corporate Actions, at its office located at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, the certificates representing the Dissent Shares. A Dissenting Shareholder who fails to send the certificates representing the Dissent Shares forfeits its right to make a claim under section 185 of the OBCA.

No later than seven days after the later of the Effective Date and the date on which, as applicable, a Demand for Payment of a Dissenting Shareholder is received, the Purchaser must send to each Dissenting Shareholder who has sent a Demand for Payment a written offer (an “ Offer to Pay ”) for its Dissent Shares in an amount considered by the Board of the Purchaser to be the fair value of the Dissent Shares, accompanied by a statement showing the manner in which the fair value was determined.

Payment for the Dissent Shares of a Dissenting Shareholder must be made within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such Offer to Pay lapses if an acceptance thereof is not received within 30 days after the Offer to Pay has been made. If an Offer to Pay for the Dissent Shares of a Dissenting Shareholder is not made, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Purchaser may apply to a court to fix a fair value for the Dissent Shares of Dissenting Shareholders; such application may be made within 50 days after the Effective Date or within such further period as a court may allow.

If no such application is made, a Dissenting Shareholder may apply to the Court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Upon an application to the Court, all Dissenting Shareholders whose Dissent Shares have not been purchased will be joined as parties and bound by the decision of the Court, and each affected Dissenting Shareholder shall be notified of the date, place and consequences of the application and of its right to appear and be heard in person or by counsel. Upon any such application to the Court, the Court may determine whether any other Person is a Dissenting Shareholder who should be joined as a party, and the Court will then fix a fair value for the Dissent Shares of all such Dissenting Shareholders. The final order of the Court will be rendered against the Purchaser in favour of each Dissenting Shareholder joined as a party and for the amount of the Dissent Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each such Dissenting Shareholder from the Effective Date until the date of payment.

Registered Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Common Shares as determined under the applicable provisions of the OBCA (as modified by the Plan of Arrangement and the Interim Order) will be more than or equal to the Consideration payable under the Arrangement. In addition, any judicial determination of fair value may result in a delay of receipt by a Dissenting Shareholder of consideration for such Dissenting Shareholder’s Dissent Shares.

The above is only a summary of the provisions of the OBCA pertaining to Dissent Rights, as modified by the Interim Order and the Plan of Arrangement, which are technical and complex. If you are a Registered

72

Table of Contents

Shareholder and wish to exercise your Dissent Rights, you should seek your own legal advice as failure to strictly comply with the provisions of the OBCA, as modified by the Interim Order and the Plan of Arrangement, will result in the loss of your Dissent Rights. For a general summary of certain income tax implications to a Dissenting Shareholder , see “ Material Canadian Federal Income Tax Considerations – Shareholders Resident in Canada – Dissenting Shareholders ”. Registered Shareholders considering exercising Dissent Rights should also seek the advice of their own tax and investment advisors.

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary fairly describes the principal Canadian federal income tax considerations under the Tax Act relating to the Arrangement generally applicable to Shareholders who, at all relevant times, for purposes of the Tax Act, (i) hold their Common Shares as capital property, (ii) deal at arm’s length with the Purchaser and Vitran and (iii) are not affiliated with the Purchaser or Vitran.

Common Shares generally will be considered to be capital property to a holder thereof unless the shares are held in the course of carrying on a business or were acquired in a transaction considered to be an adventure or concern in the nature of trade. Certain Shareholders who are resident in Canada for purposes of the Tax Act and who might not otherwise be considered to hold such shares as capital property may be entitled, in certain circumstances, to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such shares and all other “Canadian securities” (as defined in the Tax Act) owned by such Shareholder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Shareholders contemplating making such an election should consult their own tax advisor for advice as to whether the election is available or advisable in their own particular circumstances.

This summary is not applicable to a Shareholder (i) that is a “financial institution” (as defined in the Tax Act) for the purposes of the mark-to-market rules, (ii) that is a “specified financial institution” (as defined in the Tax Act), (iii) an interest in which is a “tax shelter investment” (as defined in the Tax Act), (iv) that has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency, or (v) that has entered into, or will enter into, a “derivative forward agreement” (as that term is defined in proposed amendments contained in a Notice of Ways and Means Motion that accompanied the federal budget tabled by the Minister of Finance (Canada) on March 21, 2013) with respect to its Common Shares. This summary also does not address all issues relevant to Shareholders who acquired Common Shares on the exercise of an option or other convertible security. All such Shareholders should consult their own tax advisors having regard to their own particular circumstances. Finally, this summary does not address issues relevant to holders of Vitran Options.

This summary is based upon the current provisions of the Tax Act and the administrative policies and assessing practices of the CRA publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act (the “ Proposed Amendments ”) announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, and assumes that all Proposed Amendments will be enacted in their present form. However, there can be no assurance that the Proposed Amendments will be enacted in the form proposed, or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in Law, or the administrative policies or assessing practices of CRA, whether by legislative, governmental, or judicial action or decision, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below. This summary assumes that the Common Shares will, at all relevant times, be listed on the TSX.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular Shareholder. Accordingly, Shareholders should consult their own tax advisors for advice as to the income tax consequences to them of the Arrangement and any other consequences to them under Canadian federal, provincial, territorial or local tax laws and under foreign tax laws, having regard to their own particular circumstances.

73

Table of Contents

Shareholders Resident in Canada

The following portion of the summary is applicable to a Shareholder who is, or is deemed to be, resident in Canada for purposes of the Tax Act and at all relevant times (a “ Resident Shareholder ”).

Disposition of Common Shares for the Consideration

A Resident Shareholder that transfers Common Shares under the Arrangement to the Purchaser for the Consideration will be considered to have disposed of such Common Shares for proceeds of disposition equal to the amount of the Consideration. As a result, such Resident Shareholder generally will realize a capital gain (or a capital loss) to the extent that such Shareholder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Shareholder of his or her Common Shares.

Generally, one-half of the amount of any capital gain (a “ taxable capital gain ”) realized by a Resident Shareholder in a taxation year will be included in the Resident Shareholder’s income for the year. One-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Shareholder in a taxation year generally must be deducted against taxable capital gains realized in that taxation year, to the extent and in the circumstances specified in the Tax Act. Any excess of allowable capital losses over taxable capital gains realized in a particular taxation year may be carried back up to three taxation years and carried forward indefinitely and deducted against net taxable capital gains realized in those other years, to the extent and in the circumstances specified in the Tax Act.

If a Resident Shareholder is a corporation, the amount of any capital loss arising from the disposition of a Common Share may be reduced by the amount of dividends received or deemed to have been received by the corporation on the share, to the extent and under circumstances specified by the Tax Act. Similar rules may apply to a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Shareholders to whom these rules may be relevant should consult their own advisors.

Capital gains realized by individuals and certain trusts may give rise to a liability for alternative minimum tax under the Tax Act. A Resident Shareholder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) is liable to pay an additional refundable tax of 6  ² ⁄ ₃ % on certain investment income, including amounts in respect of net taxable capital gains and interest.

Dissenting Shareholders

A Resident Shareholder who, as a result of the exercise of Dissent Rights, disposes of Common Shares to the Purchaser in consideration for a cash payment from the Purchaser, will be considered to have disposed of the Common Shares for proceeds of disposition equal to the cash payment (other than any portion of the payment that is interest awarded by the court). Such Dissenting Shareholder will realize a capital gain (or capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to such Dissenting Shareholder of the Common Shares immediately before the disposition. See above under the heading “– Disposition of Common Shares for the Consideration ” for a general description of the treatment of capital gains and capital losses under the Tax Act. Interest awarded by a court to a Resident Shareholder who is a Dissenting Shareholder will be included in such Dissenting Shareholder’s income for purposes of the Tax Act.

Shareholders Not Resident in Canada

The following portion of the summary is generally applicable to a Shareholder who, at all relevant times, for purposes of the Tax Act, (i) is not, and is not deemed to be, resident in Canada, and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, Common Shares in connection with carrying on a business in Canada (a “ Non-Resident Shareholder ”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Shareholder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Shareholders should consult their own tax advisors.

74

Table of Contents

Disposition of Common Shares for the Consideration

A Non-Resident Shareholder who participates in the Arrangement generally will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Common Shares for the Consideration, unless at the time of disposition (i) the Common Shares disposed of are “taxable Canadian property” of the Non-Resident Shareholder, and (ii) the Non-Resident Shareholder is not exempt from taxation in Canada on the income or gain realized on the disposition of such shares under the terms of an applicable income tax convention or treaty.

Generally, a share of a corporation owned by a Non-Resident Shareholder will not be taxable Canadian property of the Non-Resident Shareholder at a particular time provided that either: (i) the particular share is listed on a designated stock exchange (which currently includes NASDAQ and the TSX) at that time and at no time during the 60-month period immediately preceding the date of disposition of the particular share did the Non-Resident Shareholder, Persons with whom the Non-Resident Shareholder did not deal at arm’s length, partnerships in which the Non-Resident Shareholder or any Person not dealing at arm’s length with the Non-Resident Shareholder holds a membership interest directly or indirectly through one or more partnerships, or the Non-Resident Shareholder together with such Persons or partnerships, own 25 per cent or more of the issued shares of any class or series of the particular corporation, or (ii) at no time during such 60-month period did the particular share derive more than 50 per cent of its value from any combination of: (a) real or immovable property situated in Canada, (b) “timber resource property” (within the meaning of the Tax Act), (c) “Canadian resource property” (within the meaning of the Tax Act), or (d) options in respect of, or interests in, or for civil law rights in, any of the foregoing, whether or not the property exists. Notwithstanding the foregoing, in certain circumstances as set out in the Tax Act, a Common Share could be deemed to be taxable Canadian property.

In the event that a Common Share constitutes taxable Canadian property of a Non-Resident Shareholder and any income or gain that would be realized on the disposition of the share is not exempt from taxation in Canada under the terms of an applicable income tax convention or treaty, the tax consequences discussed above for Shareholders who are resident in Canada, under the heading “ Shareholders Resident in Canada – Disposition of Common Shares for the Consideration ” generally will apply. Non-Resident Shareholders should consult their own tax advisors with respect to the availability of relief under the terms of any applicable tax convention or treaty in their particular circumstances.

Dissenting Shareholders

A Non-Resident Shareholder who, as a result of the exercise of Dissent Rights, disposes of Common Shares to the Purchaser in consideration for a cash payment from the Purchaser, will be considered to realize a capital gain or capital loss as discussed above under the heading “ Shareholders Resident in Canada – Dissenting Shareholders ”. The same general considerations apply as discussed above under the heading “ Shareholders Not Resident in Canada – Disposition of Common Shares for the Consideration ” in determining whether a capital gain will be subject to tax under the Tax Act. Any interest awarded to the Non-Resident Shareholder by the Court will generally not be subject to withholding tax under the Tax Act, unless such interest constitutes “participating debt interest” (as defined in the Tax Act).

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) with respect to the Arrangement. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the Arrangement. Except as discussed below, this summary does not discuss reporting requirements. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal income, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences of the Arrangement. This summary does not address the U.S. tax

75

Table of Contents

consequences of the Arrangement to optionholders with respect to their Vitran Options or holders of Vitran DSUs with respect to their Vitran DSUs.

No ruling from the Internal Revenue Service (the “ IRS ”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Arrangement. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

Scope of This Disclosure

Authorities

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), U.S. Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “ U.S. Treaty ”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Information Circular. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Common Shares participating in the Arrangement or exercising Dissent Rights pursuant to the Arrangement that is:

an individual who is treated as a citizen or resident of the United States for U.S. federal income tax purposes;

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations of the Arrangement to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) that have a “functional currency” other than the U.S. dollar; (e) that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment

76

Table of Contents

purposes); and (h) that own, directly, indirectly, or by attribution, 5% or more, by voting power or value, of the outstanding Common Shares. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the United States; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold Common Shares in connection with carrying on a business in Canada; or (d) persons that have a permanent establishment in Canada for the purposes of the U.S. Treaty. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. and non-U.S. tax consequences relating to the Arrangement.

If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership of participating in the Arrangement generally will depend in part on the activities of the partnership and the status of such partners. This summary does not address the tax consequences to any such partner or partnership. Partners of entities that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the Arrangement.

U.S. Federal Income Tax Consequences of the Arrangement

U.S. Holders Receiving Consideration

The Arrangement will be a fully taxable event to a U.S. Holder and, subject to the PFIC (as defined below) rules discussed below, a U.S. Holder of Common Shares will recognize gain or loss equal to the difference, if any, between (i) the Consideration and (ii) the adjusted tax basis of such U.S. Holder in the Common Shares surrendered.

Subject to the PFIC rules discussed below, any gain or loss recognized by the U.S. Holder will be short-term capital gain or loss, unless the holding period for the Common Shares exchanged was more than one year at the closing of the Arrangement, in which case any gain or loss recognized will be long-term capital gain or loss. Preferential tax rates for long-term capital gains are generally applicable to a U.S. Holder that is an individual, estate or trust. There are no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation. The deduction of capital losses is subject to limitation.

U.S. Holders Exercising Dissent Rights

A U.S. Holder that exercises Dissent Rights in the Arrangement and is paid cash in exchange for all of such U.S. Holder’s Common Shares generally will recognize gain or loss in an amount equal to the difference, if any, between (a) the U.S. dollar value of the cash received by such U.S. Holder in exchange for Common Shares (other than amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income) and (b) the adjusted tax basis of such U.S. Holder in such Common Shares surrendered. Subject to the PFIC rules discussed below, such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if such Common Shares have been held for more than one year. Preferential tax rates generally apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. Deductions for capital losses are subject to significant limitations under the Code.

The U.S. dollar value of any cash payment in Canadian dollars to a U.S. Holder will be translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the dividend, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and engages in a subsequent conversion or other disposition of the Canadian dollars may have a foreign currency exchange gain or loss that will be treated as ordinary income or loss, and generally will be U.S.

77

Table of Contents

source income or loss for foreign tax credit purposes. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.

Tax Consequences of the Arrangement Under the Passive Foreign Investment Company Rules

A foreign corporation generally will be considered a passive foreign investment company (“ PFIC ”) if, for a given tax year, (a) 75% or more of the gross income of the corporation for such tax year is passive income or (b) 50% or more of the value of the corporation’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets. With respect to sales by a corporation, “gross income” generally includes sales revenues less cost of goods sold, plus income from investments and from incidental or outside operations or sources. “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

For purposes of the PFIC income test and assets test described above, if a corporation owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the first corporation will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and assets test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by a corporation from a “related person”, to the extent such items are properly allocable to the income of such related person that is not passive income.

Based on available financial information, Vitran believes it was not a PFIC for its tax years ending December 31, 2009 through 2013 and based on current business plans and financial expectations, does not expect to be a PFIC for the tax year in which the Arrangement occurs. Vitran has not made a determination regarding its PFIC status for tax years prior to 2009. However, PFIC status is fundamentally factual in nature, generally cannot be determined until the close of the taxable year in question and is determined annually. Additionally, the analysis depends, in part, on complex U.S. federal income tax rules which are subject to varying interpretations. Consequently, there can be no assurances regarding the PFIC status of Vitran for any prior tax year or the current year. If Vitran was a PFIC at any time during a U.S. Holder’s holding period for the Common Shares, then the tax consequences of disposing of such shares, as discussed above, will be significantly modified, and generally worsened, by the PFIC rules discussed below.

A U.S. Holder of Common Shares would be subject to special, adverse tax rules in respect of the Arrangement if Vitran were classified as a PFIC for any taxable year during which a U.S. Holder holds or held Common Shares. In such event: (a) any gain on the exchange of Common Shares for cash would be allocated ratably over such U.S. Holder’s holding period for the Common Shares; (b) the amount allocated to the current taxable year and any year prior to the first year in which Vitran was classified as a PFIC would be taxed as ordinary income in the current year; (c) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year; and (d) an interest charge for a deemed deferral benefit would be imposed with respect to the resulting tax attributable to each of the other taxable years, which interest charge is not deductible by non-corporate U.S. Holders.

If Vitran were a PFIC, the rules described above would not apply to the disposition of Common Shares by a U.S. Holder that had made a “mark to market” election or a qualified electing fund (“ QEF ”) election with respect to its Common Shares. It is not expected that a U.S. Holder will have made or be able to make a QEF election because Vitran has not provided U.S. Holders with the information necessary to make a QEF election. Any U.S. Holder that has made either such election should consult with its own tax advisor.

78

Table of Contents

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules, the elections which may be available to it and how the PFIC rules may affect the U.S. federal income tax consequences relating to the ownership of the Common Shares and the Arrangement.

Other Considerations

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the Arrangement may be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a tax year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s foreign source taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty and if an election is properly made under the Code. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules.

Additional Tax on Passive Income

Individuals, estates and certain trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than property held in certain trades or businesses). U.S. Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their disposition of Common Shares pursuant to the Arrangement.

Information Reporting and Backup Withholding Tax

Payments made within the United States or by a U.S. payor or U.S. middleman, of any payments received in connection with the Arrangement (including, but not limited to, U.S. Holders exercising Dissent Rights under the Arrangement) generally may be subject to information reporting and backup withholding tax, at the current rate of 28%, if a U.S. Holder (i) fails to furnish its correct U.S. taxpayer identification number (generally on Form W-9), (ii) furnishes an incorrect U.S. taxpayer identification number, (iii) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (iv) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

79

Table of Contents

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO HOLDERS OF COMMON SHARES WITH RESPECT TO THE DISPOSITION OF THOSE SHARES PURSUANT TO THE ARRANGEMENT. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

INFORMATION CONCERNING VITRAN

Vitran Corporation Inc., through its wholly-owned subsidiaries, is a group of transportation companies offering national, regional, expedited and transborder less-than-truckload services throughout Canada.

Trading Information

The Common Shares are listed for trading on NASDAQ and on the TSX. The following table sets forth, for the periods indicated, the high and low trading price and the aggregate trading volume of the Common Shares on NASDAQ and on the TSX.