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Merger of Norbord and Ainsworth Creating a Leading Global OSB Company December 8, 2014

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Merger of Norbord and Ainsworth Creating a Leading Global OSB Company

December 8, 2014

Forward-Looking Statements and

Non-IFRS Financial Information

All financial references are expressed in US$ unless otherwise noted

Financial numbers have been prepared in accordance with IFRS

This presentation contains forward-looking statements and estimates

Actual company results could differ materially from a conclusion, forecast or projection in the

forward-looking information

Certain material factors or assumptions were applied in drawing a conclusion or making a

forecast or projection as reflected in the forward-looking information

Additional information can be found in Norbord's and Ainsworth's annual information forms,

annual and quarterly MD&A, and on Norbord’s and Ainsworth's websites (www.norbord.com;

www.ainsworthengineered.com) about the material factors that could cause actual results to

differ materially from the conclusion, forecast or projection in the forward-looking

information, and the material factors or assumptions that were applied in drawing a

conclusion or making a forecast or projection as reflected in the forward-looking information

During the course of this presentation, certain non-IFRS financial information will be

presented. Definitions and reconciliation of terms can be found in Norbord's and Ainsworth's

December 8, 2014 joint press release announcing the transaction

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Pro Forma Top 10 Global OSB Producers

Pro Forma Enterprise Value

Norbord and Ainsworth to merge in an all-share transaction

Creating a Leading Global OSB Company

Source: Company filings

(1) Ainsworth and combined company enterprise values calculated using Norbord's December 5, 2014 closing price of C$23.96 and the 0.1321 exchange ratio

(1) (1)

Transaction Overview

Ainsworth shareholders will receive 0.1321 of a Norbord share for each Ainsworth share

• Represents a 15.0%(1)

premium to Ainsworth's 20-day volume weighted average price as

of December 5, 2014

Subject to approval by majority of the minority shareholders of both Ainsworth and Norbord as

well as customary closing conditions

Transaction not reportable under U.S. Hart-Scott-Rodino Act or the Canadian Competition Act

due to common controlling shareholder, however U.S. and Canadian antitrust and competition

authorities may review non-reportable transactions at their discretion

Circular will be mailed to Norbord and Ainsworth shareholders in late December, with

shareholder meetings / votes expected in January 2015

Transaction is expected to close in the first quarter of 2015

4 (1) Based on trading on all Canadian exchanges. Norbord's share prices prior to November 27, 2014 (December ex-dividend date) have been adjusted to exclude

the December dividend payment of C$0.60

Additional Transaction Details

Proposed merger unanimously approved by both Norbord's and Ainsworth's Boards of

Directors

• Both Boards recommend shareholders vote in favour of the transaction

• Transaction negotiated by Independent Committees of both Boards

• Neither Independent Committee included representatives of Brookfield Asset

Management ("Brookfield")

Brookfield (controls approximately 52% and 55% of Norbord and Ainsworth shares,

respectively) has entered into voting support agreements for transaction

• Brookfield will own approximately 53% of Norbord following close of transaction

Board of Directors of the combined company will have equal representation of independent

directors from the current Boards of Norbord and Ainsworth, with a majority of the Board

comprised of directors who are not Brookfield nominees

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Strategic Rationale

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Geographically complementary operations with a balanced portfolio of high-

quality assets

Enhanced market diversification

Strong financial position

Growth potential

Improved capital markets presence

Significant synergies

Experienced leadership

Name Location Capacity

Ainsworth OSB

100 Mile House British Columbia 440

Barwick Ontario 510

Grande Prairie Alberta 730

High Level Alberta 860

Norbord OSB

Bemidji Minnesota 470

Cordele Georgia 990

Genk Belgium 350

Guntown Mississippi 450

Huguley Alabama 500

Inverness Scotland 350

Jefferson Texas 415

Joanna South Carolina 500

La Sarre Quebec 375

Nacogdoches Texas 380

Val-d'Or Quebec 340

Total OSB Capacity 7,660

Particleboard

Cowie Scotland 380

South Molton England 160

MDF

Cowie Scotland 380

Total Panel Capacity 8,580

Geographically Complementary Operations

Balanced Portfolio of High-Quality Assets

Combination of Norbord's low-cost operations and larger mill network with Ainsworth's

innovation in value-added strand-based engineered wood products

7 * Denotes curtailed mills

(1) In million square feet (MMsf-3/8"). Grande Prairie capacity does not include the 600 MMsf GP2 expansion project, which has an expected completion cost of C$80 million

(2) Operating OSB capacity: 6,820 MMsf-3/8". Operating panel capacity: 7,740 MMsf-3/8"

Bemidji, MN

Barwick, ON

La Sarre, QC

Val-d'Or, QC

100 Mile House, BC

Cordele, GA

Joanna, SC

Huguley, AL

Guntown, MS

Nacogdoches, TX

Jefferson, TX

High Level, AB

Grande Prairie, AB

European Operations

Genk, Belgium

South Molton, England

Cowie, Scotland

Inverness, Scotland

North American Operations Overview of Combined Assets

Norbord Mills

Ainsworth Mills

(1)

*

* (2)

(2)

North America: 64%

Europe: 31%

Asia: 5%

Enhanced Market Diversification

Strong North American footprint combined with more stable margin European

operations of Norbord and Asia-focused export business of Ainsworth

Combined company has a significant presence in North America, Europe and Asia

8 (1) Based on reported LTM revenues as of Q3 2014

(2) Ainsworth sales converted to US$ at an LTM average exchange rate of C$1.07 / US$

North America: 58%

Europe: 42%

Norbord Sales by Geography(1)

Combined Company Sales by Geography(1)(2)

Asia: 18%

Ainsworth Sales by Geography(1)

North America: 82%

Q3 - 2014 Combined

(US$ millions) Norbord Ainsworth Company

LTM Sales $1,218 $416 $1,634

LTM Adjusted EBITDA $104 $33 $143

Market Capitalization $1,120 $668 $1,788

Debt $440 $315 $755

Cash $54 $88 $142

Net Debt $386 $227 $613

Enterprise Value $1,506 $895 $2,401

Strong Financial Position

Disciplined Capital Allocation

Maintain financial flexibility with

strong balance sheet and credit

profile

Significant capital base will facilitate

capital reinvestment, new product

development and expansion projects

in new and existing markets

9

Selected Financial Information(1)

Dividend Policy

Anticipated that the Board of Directors of the combined company will continue Norbord's

dividend policy which targets the payment to shareholders of a portion of free cash flow

Taking into account growth and other attractive capital investment opportunities, and to

maintain flexibility in the company’s capital structure, the Board of Directors of Norbord

expects to set the dividend at C$0.25 per common share in the first quarter of 2015

(1) Based on pro forma sales and adjusted EBITDA. Adjusted EBITDA defined as earnings before finance costs, FX loss, gain on derivative financial instrument, costs on early debt extinguishment, costs

incurred on terminated Louisiana-Pacific acquisition, income tax and depreciation. Ainsworth sales and adjusted EBITDA converted at a period average exchange rate of C$1.07 / US$. Ainsworth

cash and debt balances converted at a period end exchange rate of C$1.12 / US$ and do not reflect any pro forma adjustments. Market capitalizations converted at the December 5, 2014 exchange

rate of C$1.14 / US$. Ainsworth market capitalization and enterprise value calculated using Norbord's December 5, 2014 closing price of C$23.96 and the 0.1321 exchange ratio

Other Benefits

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Improved capital

markets presence

• Increased stock market liquidity and larger public float

• Pro forma market capitalization of approximately C$2.0(1)

billion

• Expected to continue in the S&P/TSX Composite Index

Experienced

leadership

• Merged company to be led by Norbord's CEO, Peter Wijnbergen

• Draw upon extensive strategic, operating and financial experience from both organizations, as well as Brookfield

Growth potential

• Combined company will have several growth opportunities:

− Expansion of European OSB production

− Restart of mothballed capacity (Huguley, AL and Val-d'Or, QC)

− Completion of the second line at Grande Prairie, AB

Significant synergies

• Estimated at $45 million/year, achievable over 18-24 months, from:

− Best practices and technology transfers

− Sales & logistics improvements

− Cost reductions

(1) Pro forma market capitalization calculated using Norbord's December 5, 2014 closing price of C$23.96 and the 0.1321 exchange ratio

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North American Effective Capacity Mothballed Capacity Effective Demand / Capacity

Well Positioned for U.S.

Housing Market Recovery

11 Source: FEA

1.5mm

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North American OSB Demand and Capacity

U.S. Housing Starts and Underlying Demand

Complementary Products

and End-Users

Combination of Norbord's low-cost operating expertise with Ainsworth's innovation in new

product development

Combined company will have 50% of sales in value-added products and will be a significant

supplier to:

• Big Box (repair & remodel)

• Pro-Dealers (new home construction)

• Industrial (furniture, EWP)

• Export (Japan, China)

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Q&A