S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2016.

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NORBORD INC.

(Exact name of registrant as specified in its charter)

CANADA	NOT APPLICABLE
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 TORONTO STREET, SUITE 600

TORONTO, ONTARIO M5C 2W4

(416) 365-0705

(Address of principal executive offices)

NORBORD INC. EMPLOYEE SHARE SAVINGS PLAN

(Full title of the plan)

TORYS LLP

1114 AVENUE OF THE AMERICAS, 23RD FLOOR

NEW YORK, NY 10036

ATTENTION: ANDREW J. BECK

(212) 880-6010

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Shares	1,000,000 shares	$20.00	$20,000,000	$2,014.00

(1) Plus such indeterminate number of Common Shares of Norbord Inc. as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act based upon the average of the reported high and low sales price of the Common Shares of Norbord Inc. on June 6, 2016 on the New York Stock Exchange (a date within five business days of the filing of this Registration Statement).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information And Employee Plan Annual Information.*

* The documents containing the information specified in Part I of Form S-8 are not required to be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to the Note to Part I of Form S-8 and Rule 424 under the Securities Act of 1933. The information required in the Section 10(a) prospectus is included in documents being maintained and delivered by Norbord Inc. (“Norbord” or the “Company”) as required by Part I of Form S-8 and by Rule 428 under the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents which have been filed by us with the Commission are incorporated in the Registration Statement by reference:

(a) Our registration statement on Form 40-F, as filed with the Commission on February 9, 2016, which contains our audited consolidated financial statements for the fiscal year ended December 31, 2015.

(b) All other reports filed by our company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2015 and prior to the date of this Registration Statement.

(c) The description of our Common Shares contained in our registration statement on Form 40-F, as filed with the Commission on February 9, 2016, including any amendment or report filed for the purpose of amending such description.

In addition, all reports and documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the date of filing of each such document, provided that reports on Form 6-K shall be so deemed incorporated by reference only if and to the extent indicated in such reports.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 124 of the Canada Business Corporations Act (the “Act”) provides as follows:

124. (1) Indemnification — A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a

judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

(2) Advance of costs — A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfil the conditions of subsection (3).

(3) Limitation — A corporation may not indemnify an individual under subsection (1) unless the individual:

(a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

(4) Indemnification in derivative actions — A corporation may with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3).

(5) Right to indemnity — Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity

(a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(b) fulfils the conditions set out in subsection (3).

(6) Insurance — A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual:

(a) in the individual’s capacity as a director or officer of the corporation; or

(b) in the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.

(7) Application to court — A corporation, an individual or an entity referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit.

(8) Notice to Director — An applicant under subsection (7) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

(9) Other notice — On an application under subsection (7) the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.

The by-laws of the Company provide that the Company shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and the heirs and legal representatives of such a person to the extent permitted by the Act.

The Company maintains directors’ and officers’ liability insurance which insures directors and officers for losses as a result of claims against the directors and officers of the Company in their capacity as directors and officers and also reimburses the Company for payments made pursuant to the indemnity provisions under the by-laws of the Company and the Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

A list of exhibits included as part of this Registration Statement is set forth in the Exhibit Index to this Registration Statement.

Item 9. Undertakings.

The undersigned registrant, Norbord, hereby undertakes, except as otherwise specifically provided in the rules of the Commission promulgated under the Securities Act of 1933:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Norbord pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant, Norbord, hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Norbord’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Norbord pursuant to the foregoing provisions, or otherwise, Norbord has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Norbord of expenses incurred or paid by a director, officer or controlling person of Norbord in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Norbord will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Norbord certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on the 7th day of June, 2016.

NORBORD INC.
By:	/s/ Robin E. Lampard
	Name: Robin E. Lampard
	Title:   Chief Financial Officer

Each person whose signature appears below constitutes and appoints each of Peter C. Wijnbergen and Robin E. Lampard his/her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed by the following persons in the following capacities and on June 7, 2016.

SIGNATURE	TITLE
/s/ Peter C. Wijnbergen Peter C. Wijnbergen	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Robin E. Lampard Robin E. Lampard	Senior Vice President and Chief Executive Officer (Principal Financial and Accounting Officer)
/s/ Jack L. Cockwell Jack L. Cockwell	Director
/s/ Pierre Dupuis Pierre Dupuis	Director
/s/ Paul E. Gagné Paul E. Gagné	Director

/s/ J. Peter Gordon J. Peter Gordon	Director
/s/ Paul A. Houston Paul A. Houston	Director
/s/ J. Barrie Shineton J. Barrie Shineton	Director
/s/ Denis A. Turcotte Denis A. Turcotte	Director

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Norbord Inc. in the United States, on June 7, 2016.

Torys LLP
By:	/s/ Andrew J. Beck
	Name: Andrew J. Beck
	Title:   Partner

EXHIBIT INDEX

Exhibit	Description of Exhibit
4.1	Certificate of Amalgamation, dated July 15, 2015 (incorporated by reference to Exhibit 99.40 to Norbord’s Form 40-F filed with the Commission on February 9, 2016)
4.2	Norbord Inc. Employee Share Savings Plan, as amended
23.1	Consent of KPMG LLP
24.1	Powers of Attorney (included on signature page)

EX-4.2

Exhibit 4.2

NORBORD INC.

EMPLOYEE SHARE SAVINGS PLAN

amended and restated as of May 31, 2016

1. PURPOSE

The purpose of this Plan is to enable employees to obtain a degree of company ownership by the acquisition of Shares via payroll deductions supplemented with financial assistance provided by the Participating Company.

2. DEFINITIONS

As hereinafter used in the Plan:

(a) “Account” means the account maintained by the Service Provider for each Member in accordance with paragraph 8.

(b) “Annual Bonus Pay” means the amount of remuneration received by the Employee as annual incentive bonus pay from a Participating Company pursuant to the Annual Incentive Plan, the Profit Sharing Plan or any other annual incentive plan as determined by the Company from time to time.

(c) “Basic Contributions” means contributions under the Plan which are made by the Member of up to 5% of Earnings and up to 5% of Annual Bonus Pay, pursuant to the provisions of paragraph 5.

(d) “Blackout Period” means any period during which a policy of the Company prevents an Employee from trading in Shares.

(e) “Company” means Norbord Inc.

(f) “Company Contributions” means contributions under the Plan which are made by the Participating Company in respect of a Member pursuant to the provisions of paragraph 6.

(g) “Earnings” means the amount of remuneration received by the Employee as base pay, base hourly wages and overtime pay from a Participating Company and any additional components determined by the Company from time to time.

(h) “Employee” means a person who is employed on a salaried basis by a Participating Company and designated as an employee for purposes of the Plan; provided that, individuals receiving base hourly wages from any Participating Company in Quebec shall be deemed to be Employees and provided further that, individuals employed by a Participating Company existing under the laws of any U.S. state shall only be considered Employees if they are management level employees.

(i) “Member” means an Employee who has elected to participate in the Plan pursuant to the provisions of paragraph 4.

(j) “NEO” has the meaning ascribed thereto in Form 51-102F6 of National Instrument 51-102 – Continuous Disclosure Obligations.

(k) “Participating Company” means and includes the Company and any corporation which (i) is a subsidiary of the Company, and (ii) has elected to participate in the Plan with the consent of the Company.

(l) “Plan” means this Norbord Inc. Employee Share Savings Plan, as may be amended or restated from time to time.

(m) “Service Provider” means the Manufacturers Life Insurance Company or such other person appointed by the Company from time to time to administer the Participants’ Accounts and the purchase of Shares hereunder.

(n) “Shares” means the common shares in the capital of the Company and includes fractions thereof.

(o) “Supplemental Contribution” means contributions under the Plan which are made by the Member over and above the Basic Contributions up to a maximum of 5% of Earnings and 5% of Annual Bonus Pay (or, in the case of an NEO, up to a maximum of 10% of Earnings and 10% of Annual Bonus Pay), which are not matched by the Participating Company.

(p) “Year of Service” in respect of a particular Employee, means the twelve month period beginning on the Employee’s most recent date of hire by the Participating Company. If an Employee terminates employment and is subsequently rehired by the Participating Company, the Employee’s original period of service with the Participating Company shall not be included in the calculation of a Year of Service for the purposes of this Plan.

3. ELIGIBILITY

Unless otherwise determined in the sole and absolute discretion of the Company from time to time, an Employee who has completed one continuous Year of Service shall be eligible to participate in the Plan.

4. PARTICIPATION

(a) Participation in the Plan shall be entirely voluntary and shall not be construed to give any Employee the right to be employed or to continue to be employed by the Participating Company.

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(b) An Employee who is eligible may elect to participate in the Plan by submitting the enrolment form prescribed from time to time by the Company indicating his or her desired level of contribution in accordance with the provisions of paragraph 5, and such enrolment form shall for all purposes be deemed to be an application to participate in the Plan and an agreement by the Participant to the terms and conditions of the Plan.

(c) Participation will commence the first day of the month coincident with or directly following satisfaction of eligibility and enrolment requirements.

5. CONTRIBUTIONS BY MEMBERS

(a) Basic Contributions and Supplemental Contributions under the Plan shall be made by Members by means of regular payroll deductions as designated to the applicable payroll centre by the Member.

(b) Upon enrollment, a Member shall indicate that whole percentage of his or her Earnings and Annual Bonus Pay which is to be deducted by the Participating Company as Basic Contributions and Supplemental Contributions and remitted to the Service Provider on behalf of the Member. A Member’s contribution level for the purposes of Basic Contributions through payroll deductions cannot exceed five percent (5%) of Earnings and five percent (5%) of Annual Bonus Pay, and together with any Supplemental Contributions cannot exceed ten percent (10%) of Earnings and ten percent (10%) of Annual Bonus Pay. Notwithstanding the foregoing, an NEO’s Basic Contributions together with any Supplemental Contributions cannot exceed fifteen percent (15%) of Earnings and fifteen percent (15%) of Annual Bonus Pay. A Member’s designated Basic Contributions and Supplemental Contributions shall not be effective with respect to any calendar month unless his or her enrollment is received by the payroll centre at the appropriate location 15 days prior to the commencement of such calendar month (or within such other timeframe as determined by the Company from time to time). A Member’s level of contribution shall remain in effect until it is changed or revoked in the prescribed manner.

(c) A Member may:

(i) subject to paragraph 7, change the level of contribution on only two occasions during a calendar year, and can only do so by providing instructions in the prescribed manner indicating the appropriate change and commencement date at least 15 days prior to the month affected; and

(ii) withdraw the entire or any portion of the share balance in the Member’s Account as provided in paragraph 11;

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(d) Upon ceasing to be employed by a Participating Company, the Member will automatically terminate membership in the Plan and receive a distribution of his or her Account as provided in paragraph 11.

6. CONTRIBUTIONS BY THE PARTICIPATING COMPANY

Company Contributions shall be made under the Plan coincident with the Basic Contributions being credited to the Member’s Account in respect of each Member who is an Employee. This Company Contribution is equal to 30% of the amount of Basic Contributions made in accordance with paragraph 5 by that Member.

7. BLACKOUT PERIODS

Notwithstanding any other provision of this Plan, if a Blackout Period is in effect which is applicable to an Employee, such Employee may not enroll in the Plan or make any changes to, or terminate, his or her Basic Contributions or Supplemental Contributions until the first day following the end of the Blackout Period.

8. ACCOUNTS AND ALLOCATIONS TO PARTICIPANTS

(a) The Service Provider shall establish and maintain a separate Account for each Member showing the total number of Shares and fractions thereof purchased on his or her behalf and the total amount of contributions and other amounts allocated to the Member’s Account. The amount of each Member’s Account at any time shall be the total number of Shares and fractions thereof then held in such Account. The allocated purchase value of such Shares and fractions thereof will be the price paid for the Shares in the open market.

(b) All contributions to the Plan shall be forwarded by the payroll centres in a timely manner following each pay period to the Service Provider and shall be allocated by the Service Provider to the Accounts of the Members at the time such contributions are received by the Service Provider.

(c) All income received in respect of the Shares held in the Account of a Member shall be allocated by the Service Provider to the Member at the time such income is received by the Service Provider.

(d) The Service Provider shall further identify all contributions and income from Shares purchased therefrom in respect of each Member’s Account on the following basis:

(i) Basic Contributions and income from Shares purchased therefrom to a Member’s Account.

(ii) Company Contributions and income from Shares purchased therefrom to a Member’s Account.

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(iii) Supplemental Contributions and income from Shares purchased therefrom to a Member’s Account.

9. VESTING

All Basic Contributions, Supplemental Contributions and Company Contributions allocated to a Member’s Account and all Shares purchased by the Service Provider with such contributions shall vest irrevocably in that Member immediately upon being so allocated or purchased.

10. PURCHASE OF SHARES

Amounts allocated in accordance with paragraph 8 to the Account of a Member shall be used by the Service Provider to purchase Shares on behalf of the Members as soon as practicable following receipt thereof, which Shares shall be purchased on the open market. The price paid for Shares purchased by the Service Provider on the open market shall be the market price at the time of acquisition. The Service Provider shall control the time, amount and manner of all purchases of Shares under the Plan. The Service Provider shall purchase the Shares through the facilities of Toronto Stock Exchange for Members resident in Canada and through the facilities of the primary U.S. stock exchange on which the Shares are listed for trading for Members resident in the U.S.

All Shares purchased by the Service Provider pursuant to the provisions of this paragraph 10 shall be held by the Service Provider on behalf of and for the benefit of the applicable Member, and the certificates in respect thereof shall be registered in the name of the Service Provider or its nominee.

All rights with respect to Shares held in a Member’s Account by the Service Provider on behalf of a Member, including rights of conversion and voting, shall be exercisable by the Member, upon instruction to the Service Provider, and any income payable on such Shares shall be credited to the Member’s Account, even though such Shares are held by the Service Provider on behalf of the Member. Whole Shares held in a Member’s Account will be voted in accordance with the directions, if any, of the Member.

Further, the Shares held on behalf of a Member in the Member’s Account may be distributed to the Member as provided in paragraph 11. As long as Shares are held by the Service Provider on behalf of a Member, all dividends (net of any applicable withholding taxes) will be reinvested in the Member’s Account for the further purchase of Shares.

11. PAYMENTS OUT OF THE PLAN

(a) A Member may, on only two occasions during a calendar year, elect to receive distribution of part or all of the balance of Shares in the Member’s Account as cash in lieu of Shares or fractions thereof equal to the proceeds received by the Service Provider in respect of the sale of such Shares. Instruction to sell Shares must be received by the Service Provider at least three business days prior to such date. Such distribution shall be subject to

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such reasonable administrative requirements as the Service Provider may impose and shall serve to reduce that Member’s Account.

(b) A Member may direct the Service Provider to distribute part or all of the Share balance in the Member’s Account in specie on only two occasions during a calendar year.

(c) The Member may continue to be considered a Member of the Plan, after distribution of Shares or cash, provided that there is some credit balance remaining in his or her Account. Contributions shall be recommenced on the pay period following withdrawal unless the Member issues other instructions to the appropriate payroll centre.

(d) Within 90 days of a Member ceasing to be employed by a Participating Company, the Member (or his or her legal representative, if applicable) must direct the Service Provider in the prescribed manner to distribute all of the Share balance in the Member’s Account in specie (or as cash in lieu of Shares) plus cash in lieu of fractions thereof held in the Member’s Account. If the Member (or his or legal representative, if applicable) does not provide a direction in the prescribed manner to the Service Provider within such 90 day period, the Member will be deemed to have elected to receive cash in lieu of Shares held in the Member’s Account. Upon receipt of instruction for distribution in specie, the Share certificates shall be registered in the name of the Member or as the Member may otherwise instruct. In the case of a Member requesting cash in lieu of whole or fractions of Shares, the Shares will be valued as provided in subparagraph (a).

(e) If a Member is on a leave of absence approved by a Participating Company, the Member’s participation in the Plan shall be suspended until the Member’s return and no contributions will be made on that Member’s behalf during any such leave of absence.

12. THE STATEMENT

The Service Provider shall provide each Member with a statement at least once annually or as otherwise instructed by the Company outlining any and all accumulation or changes in the Member’s Account.

13. THE SERVICE PROVIDER

The Service Provider shall be appointed by the Company. The Company may at any time or times remove any Service Provider so appointed and may appoint a successor or successors to fill any vacancy created by any reason whatever.

14. MEMBER’S RIGHT NOT TRANSFERABLE OR ASSIGNABLE

Except as otherwise provided herein:

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(a) No right or interest of any Member in any of the Shares or other assets held by the Service Provider on his or her behalf under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except pursuant to the laws of descent and distribution.

(b) No attempted assignment or transfer thereof shall be effective.

15. INTERPRETATION AND REGULATIONS

(a) The Company may make, amend, and repeal at any time and from time to time such regulations not inconsistent herewith, as it may deem necessary or advisable for the purchase of Shares under the Plan, the carrying out of any sales made pursuant to the Plan and generally for the proper administration and operation of the Plan. In particular, the Company may delegate to any person, group of persons or corporation, such administrative duties and powers as it may see fit.

(b) The Company may:

(i) amend the Plan at any time, provided that no such amendment will, without the consent of a Member, decrease the accrued benefit of such Member under the Plan.

(ii) discontinue the Plan at any time.

(c) Notwithstanding the foregoing clauses 15(a) and 15(b), the Company shall have the power to interpret the provisions of the Plan and to make regulations and formulate administrative provisions for carrying them out and to make such changes in the Plan and in the regulations and administrative provisions as, from time to time, the Company deems proper and in its best interests, and the Service Provider shall observe same. All decisions and interpretations of the Company respecting the Plan and all rules and regulations made from time to time pursuant hereto, shall be binding and conclusive on the Company and on all Members in the Plan and their respective legal representatives and on all Employees eligible to participate in the Plan.

(d) All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties required and the verb shall be read and construed as agreeing with the required word and pronoun.

16. COSTS

Except as otherwise provided herein, all costs of administering the Plan and brokerage fees for the purchase of Shares hereunder will be paid for by the Company. Brokerage

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fees and other administrative costs for the sale or withdrawal of Shares must be paid for by the Member.

17. BROKER

The broker used in conjunction with this Plan will be selected by the Service Provider subject to approval by the Company.

18. TAXES

It is the responsibility of the Member to complete and file any tax returns and pay all taxes that may be required under Canadian, U.S. or other tax laws within the periods specified pursuant to those laws as a result of the Member’s participation in the Plan. No Participating Company shall be held responsible for any tax consequences to a Member as a result of the Member’s participation in the Plan. The Participating Company is entitled to deduct any applicable withholding taxes from the Member’s base salary, hourly wages or other amounts payable or credited hereunder and remit such deductions to the applicable taxing authority in order to comply with any applicable tax laws.

19. RIGHTS OF COMPANY

The provisions contained in this Plan and any rights available hereunder shall not affect in any way the right of the Company or its shareholders or affiliates to take any action, including any change in the Company’s capital structure or its business, or any acquisition, disposition, amalgamation, combination, merger or consolidation, or the creation or issuance of any bonds, debentures, shares or other securities of the Company or of an affiliate thereof or the determination of the rights and conditions attaching thereto, or the dissolution or liquidation of the Company or of any of its affiliates or any sale or transfer of all or any part of their respective assets or businesses, whether or not any such corporate action or proceeding would have an adverse effect on this Plan or any rights hereunder.

20. MARKET FLUCTUATIONS

No amount will be paid to, or in respect of, a Member under this Plan (including any Shares that have not been issued), to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Member for such purpose. Neither the Company nor the Service Provider makes any representations or warranties to Members with respect to this Plan or the Shares whatsoever. In seeking the benefits of participation in this Plan, a Member agrees to exclusively accept all risks associated with a decline in the market price of the Shares and all other risks associated with the rights hereunder.

21. UNFUNDED AND UNSECURED PLAN

This Plan shall be unfunded and the Participating Companies will not secure their respective obligations under this Plan. To the extent any Member or his or her estate

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holds any rights under this Plan, such rights shall be no greater than the rights of an unsecured creditor of the applicable Participating Company.

22. NON-EXCLUSIVITY

Nothing contained in this Plan prevents a Participating Company from adopting other or additional compensation arrangements for the benefit of any Member, subject to any required regulatory or shareholder approval.

23. OTHER EMPLOYEE BENEFITS

The amount of any compensation deemed to be received by a Member as a result of participating in the Plan will not constitute compensation with respect to which any other employee benefits of that Member are determined including, without limitation, benefits under any bonus, pension, profit-sharing, insurance or salary continuation plan, except as otherwise specifically determined by the Participating Company in writing.

24. APPLICABLE LAW

The laws of the Province of Ontario and the laws of Canada applicable therein shall apply to this Plan, any amendments thereto, and the administration thereof and all rights and obligations thereunder shall be determined in accordance with such laws.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our audit report dated January 27, 2016, with respect to the consolidated balance sheets of Norbord Inc. (the “Company”) as at December 31, 2015, December 31, 2014 and January 1, 2014, and the related statements of earnings, comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2015 and 2014, incorporated herein by reference in this Registration Statement on Form S-8 of the Company.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants,

June 7, 2016

Toronto, Canada