Corby Spirit and Wine : Management Proxy Circular (Management Proxy Circular 2025)

About this update from Corby Spirit And Wine Limited Class A

CORBY SPIRIT AND WINE LIMITED Notice of Annual Meeting of Shareholders and Management Proxy Circular (for the fiscal year ended June 30, 2025) Dear Shareholder, On behalf of the Board of Directors and management, we are pleased to invite you to attend the Annual Meeting of Shareholders of Corby Spirit and Wine Limited, which will be held on Thursday, November 13, 2025, at 11:00 a.m. (Eastern Standard Time). This year's meeting will be held in a virtual meeting format only, by way of a live webcast. Shareholders will be able to listen, participate and vote at the meeting in real time through a web-based platform instead of attending the meeting in person. The meeting will also provide an opportunity for registered shareholders to ask questions directed to management and members of the Board of Directors. The items of business to be acted upon are set forth in the accompanying Notice of Meeting and the Management Proxy Circular. We hope you will be able to join us at our meeting, which will occur by live webcast at https://meetings.lumiconnect.com/400-227-443-649 . Additional information on how to attend the virtual meeting is enclosed. Thank you for your continued confidence in Corby Spirit and Wine Limited. We look forward to your attendance at this year's meeting. Sincerely yours, Nicolas Krantz President & Chief Executive Officer September 24, 2025 2024 MANAGEMENT PROXY CIRCULAR NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Meeting") of Corby Spirit and Wine Limited (the "Corporation") will be held on Thursday, November 13, 2025 at 11:00 a.m. (Eastern Standard Time ("EST") for the following purposes: to receive the consolidated financial statements of the Corporation for the fiscal year ended June 30, 2025, together with the report of the external auditors' thereon; to elect the directors of the Corporation; to appoint the external auditors of the Corporation for fiscal year 2026 at a remuneration to be fixed by the Board of Directors of the Corporation; to transact such other business as may properly be brought before the Meeting or any adjournment thereof. The Meeting will be held in a virtual meeting format. Shareholders will be able to listen to, participate in, ask questions, and vote at the Meeting in real time through a web-based platform. You can attend the Meeting by joining the live webcast online at https://meetings.lumiconnect.com/400-227-443-649 , password corby2025 (case sensitive). You will need the latest version of Chrome, Safari, Microsoft Edge or Firefox. Please do not use Internet Explorer as it is not a supported browser for the Meeting. You should allow ample time to join the Meeting to check compatibility and complete the related procedures. See "Attendance and Participation at the Meeting" in the Management Proxy Circular for detailed instructions on how to attend and vote at the Meeting. Notice and Access The Corporation is using the "notice and access" procedure adopted by the Canadian Securities Administrators for the delivery of the Management Proxy Circular and the annual consolidated financial statements and management's discussion and analysis for the year ended June 30, 2025 (the "Annual Report" and, together with the Management Proxy Circular, the "Meeting Materials") to the shareholders. Under the notice and access procedure, you are still entitled to receive a form of proxy (or voting instruction form) enabling you to vote at the Meeting. However, instead of paper copies of the Management Proxy Circular and/or Annual Report, you are receiving this Notice of Meeting which contains information about how to access the Management Proxy Circular and/or Annual Report electronically and how to request paper copies of the Meeting Materials free of charge. The principal benefit of the notice and access procedure is that it reduces costs and the environmental impact of producing and distributing paper copies of documents in large quantities. Shareholders who have consented to electronic delivery of materials are receiving this Notice of Meeting in an electronic format. Websites Where the Management Proxy Circular and Annual Report are Posted The Management Proxy Circular and Annual Report can be viewed online on the Corporation's website, https://www.corby.ca , on our transfer agent's website at https://www.envisionreports.com/Corby2025 , or under the Corporation's SEDAR+ profile at https://www.sedarplus.ca . How to Obtain Paper Copies of the Management Proxy Circular and/or Annual Report All shareholders may request that paper copies of the Management Proxy Circular and/or the Annual Report be mailed to them at no cost for up to one year from the date that the Management Proxy Circular was filed on SEDAR+. To receive paper copies of the Meeting Materials in advance of the deadline for submission of voting instructions (currently scheduled for 11:00 a.m. (EST) on November 11, 2025) and the date of the Meeting, shareholders should take into account a three-business day period for processing requests, as well as typical mailing times. It is estimated that the request for paper copies of the Meeting Materials must be received by November 1, 2025, to allow sufficient time for processing and mailing prior to the date of the Meeting. You should first determine whether you are: (i) a non-registered shareholder; or (ii) a registered shareholder. You are a non-registered shareholder (also known as a beneficial shareholder) if you own Common Shares indirectly and your Common Shares are registered in the name of a bank, trust company, broker or other intermediary. For example, you are a non-registered shareholder if your Common Shares are held in a brokerage account of any type. You are a registered shareholder if you hold a paper share certificate, or a direct registration system (DRS) statement and your name appears directly on the share certificate(s) or DRS statement. REGISTERED SHAREHOLDERS BEFORE THE Meeting call 1-866-962-0498 (Canada and the United States) and 1-514-982-8716 (other countries). You will need to enter your 15-digit control number as indicated on your form of proxy. The Meeting Materials will be sent to you within three business days of receipt of your request. Please note that you will not receive another form of proxy. Please retain your current form of proxy to vote your shares. NON-REGISTERED (BENEFICIAL) SHAREHOLDERS BEFORE THE Meeting call 1-877-907-7643 (Canada and the United States) and 1-303-562-9305 (English) or 1-303-562-9306 (French). You can also request a copy of the Meeting Materials at https://www.proxyvote.com using the 16-digit control number on your voting instruction form. AFTER THE Meeting call: All shareholders may request that paper copies of the Meeting Materials be mailed to them at no cost by submitting an email request to [email protected] . The Meeting Materials will be sent to you within ten calendar days of receipt of your request. Voting Instructions Registered Voting Class A shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Management Proxy Circular. Non-voting Class B shareholders and non-registered Voting Class A shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as guests but will not be able to ask questions or vote at the Meeting. A Voting Class A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered voting shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Management Proxy Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc., after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a username to vote in the Meeting and only being able to attend as a guest. If unable to attend the Meeting, a registered Voting Class A shareholder may submit his or her proxy by mail, by facsimile, by telephone or over the internet in accordance with the instructions below. A non-registered Voting Class A shareholder should follow the instructions included on the voting instruction form provided to them. Voting by Mail Before the Meeting. A registered Voting Class A shareholder may submit his or her proxy by mail by completing, dating and signing the enclosed form of proxy and returning it using the envelope provided or otherwise to the attention of the Proxy Department of Computershare Investor Services Inc. at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6. Voting by Facsimile Before the Meeting . A registered Voting Class A shareholder may submit his or her proxy by facsimile by completing, dating and signing the enclosed form of proxy and returning it by facsimile to Computershare Investor Services Inc. at (416) 263-9524 or toll free (within North America) at (866) 249-7775. Voting by Telephone Before the Meeting. A registered Voting Class A shareholder may vote by telephone by calling toll free 1-866-732-VOTE (8683) or from outside of North America by calling (312) 588-4290 and following the instructions provided. Shareholders will require the 15-digit control number (located on the front of the proxy) to identify themselves to the system. Voting by Internet Before the Meeting. A registered Voting Class A shareholder may vote over the internet by going to https://www.investorvote.com and following the instructions. Such shareholder will require the 15-digit control number (located on the front of the proxy) to identify themselves to the system. To be effective, a proxy must be received by Computershare Investor Services Inc. no later than 11:00 a.m. (EST) on November 11, 2025, or, if the Meeting is adjourned, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the Meeting. BY ORDER OF THE BOARD OF DIRECTORS Marc A. Valencia General Counsel, Corporate Secretary & Vice-President, Public Affairs Toronto, Ontario September 24, 2025 YOUR VOTE IS IMPORTANT Voting Class A shareholders of record at the close of business on September 17, 2025, are entitled to vote at the Meeting. It is important that as many shares as possible be represented and voted at the Meeting. Voting Class A shareholders who are unable to attend the Meeting online are respectfully requested to complete and return the enclosed form of proxy in the envelope provided for that purpose prior to 11:00 a.m. (EST) on November 11, 2025. You may also vote by facsimile, telephone or via the internet. Please see instructions on your form of proxy. MANAGEMENT PROXY CIRCULAR Solicitation of Proxies This Management Proxy Circular is sent in connection with the solicitation of proxies by the management of Corby Spirit and Wine Limited (the "Corporation" or "Corby") for use at its Annual Meeting of Shareholders (the "Meeting") of the Corporation to be held on Thursday, November 13, 2025 at 11:00 a.m. (EST) virtually via live webcast online at https://meetings.lumiconnect.com/400-227-443-649 , password corby2025 (case sensitive), and for the purposes set forth in the Notice of Meeting accompanying this Management Proxy Circular or any adjournment thereof. Except as otherwise stated, the information herein is given as of September 24, 2025. The cost of solicitation will be borne by the Corporation. The solicitation of proxies will be by mail. Registered Voting Class A shareholders and duly appointed proxyholders who participate at the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out below under "Voting at the Meeting". Non-voting Class B shareholders and Voting Class A non-registered holders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to listen to the Meeting but will not be able to ask questions or vote at the Meeting. See "Voting at the Meeting" below. Appointment of Proxies A registered shareholder of Voting Class A Common Shares ("entitled to vote at the Meeting has the right to appoint a person (who need not be a Voting Class A shareholder of the Corporation), other than management's nominees whose names are printed in the accompanying form of proxy, to attend and act for the registered Voting Class A shareholder and on the registered shareholder's behalf at the Meeting or any adjournment thereof, which right may be exercised by striking out the names of the persons designated and by inserting such other person's name in the blank space provided for that purpose in the form of proxy. The additional registration step outlined below under "Voting at the meeting - Appointment of a Third Party as Proxy" must also be followed. Revocation of Proxies A registered Voting Class A shareholder who executes and returns the accompanying form of proxy, in addition to revocation in any other manner permitted by law, may revoke it by instrument in writing executed by the registered Voting Class A shareholder or by his or her attorney authorized in writing or, if the registered Voting Class A shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized. Such instrument must be deposited either at the registered office of the Corporation, 225 King Street West, Suite 1100, Toronto, Ontario M5V 3M2, at any time up to and including the last business days preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the chair of the meeting on the day of the meeting or any adjournment thereof. If you are using a 15-digit control number to login to the Meeting and vote during the Meeting, you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke all previously submitted proxies, do not vote again during the meeting or you can enter the Meeting as a guest. See "Voting at the Meeting" below. Notice and Access The Corporation is using the "notice and access" procedure adopted by the Canadian Securities Administrators for the delivery of the Management Proxy Circular, the annual consolidated financial statements and management's discussion and analysis for the year ended June 30, 2025 (the "Annual Report" and, together with the Management Proxy Circular, the "Meeting Materials") to the shareholders. Under the notice and access procedure, you are still entitled to receive a form of proxy (or voting instruction form) enabling you to vote at the Meeting. However, instead of paper copies of the Management Proxy Circular and/or Annual Report, you are receiving this Notice of Meeting which contains information about how to access the Management Proxy Circular and/or Annual Report electronically and how to request paper copies of the Meeting Materials free of charge. The principal benefit of the notice and access procedure is that it reduces costs and the environmental impact of producing and distributing paper copies of documents in large quantities. Shareholders who have consented to electronic delivery of materials are receiving this Notice of Meeting in an electronic format. The Management Proxy Circular and form of proxy (or voting instruction form) for the common shares of the Corporation (the "Common Shares") provide additional information concerning the matters to be dealt with at the Meeting. You should access and review all information contained in the Management Proxy Circular before voting. Shareholders with questions about the notice and access procedure can call Computershare Investor Services Inc. ("Computershare") toll free at 1-866-964-0492 or by going to: https://www.computershare.com/noticeandaccess . Modern Slavery Report In compliance with the Fighting Against Forced Labour and Child Labour in Supply Chains Act, the Corporation, and certain of its subsidiaries, publicly filed their joint Modern Slavery Report for the 2024 fiscal year (the "Modern Slavery Report"). The Modern Slavery Report can be viewed online on the Corporation's website, https://www.corby.ca , on our transfer agent's website at https://www.envisionreports.com/Corby2025 , or under the Corporation's SEDAR+ profile at https://www.sedarplus.ca . All shareholders may request that paper copies of the Modern Slavery Report be mailed to them at no cost by submitting an email request to [email protected] . Voting by Non-Registered Voting Class A Shareholders You are a non-registered Voting Class A shareholder if your voting shares are held in the name of an intermediary, such as a bank, trust company or securities broker. These securityholder materials are being sent to both registered and non-registered Voting Class A shareholders. If you are a non-registered Voting Class A shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. You should follow the voting instructions provided to you. If you wish to vote at the Meeting, you must insert your own name in the space provided for the appointment of a proxyholder on the form provided and return same according to the instructions provided. The additional registration step outlined below under "Voting at the Meeting - Appointment of a Third Party as Proxy" must also be followed. Non-registered Voting Class A shareholders who have not objected to their intermediary disclosing ownership information about them to the Corporation are referred to as "NOBOs" and will receive copies of proxy related materials directly from the Corporation in accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer whereas non-registered Voting Class A shareholders who have objected to their intermediary disclosing ownership information about them to the Corporation are referred to as "OBOs". The Corporation does not intend to pay for an intermediary to deliver to OBOs the proxy-related materials and Form 54-101F7 - Request for Voting Instructions made by Intermediary and OBOs will not receive the materials unless their intermediary assumes the costs of delivery. If you wish to vote at the Meeting, you must insert your own name in the space provided for the appointment of a proxyholder on the form provided to you and return same according to the instructions provided. The additional registration step outlined below under "Voting at the Meeting -Appointment of a Third Party as Proxy" must also be followed. Voting of Shares Represented by Management Proxy Voting Class A Common Shares represented by proxies in the accompanying form of proxy will be voted in favour or withheld from voting or voted against any matter to be acted on at the Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Voting Class A Common Shares will be voted accordingly. If no contrary instruction is specified, such shares will be voted for the election as directors of the persons named and for the appointment as auditors of the firm named, under the headings "Election of the Board of Directors" and "Appointment of the External Auditors", respectively. The form of proxy also confers discretionary voting authority on those persons designated therein with respect to amendments to the proposals identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. If such amendments or other matters properly come before the Meeting, the management nominees designated in such form of proxy will vote the Voting Class A Common Shares represented thereby at their discretion, in respect of such amendments or other matters. VOTING BEFORE THE MEETING Voting by Mail Before the Meeting. A registered Voting Class A shareholder may submit his or her proxy by mail by completing, dating and signing the enclosed form of proxy and returning it using the envelope provided or otherwise to the attention of the Proxy Department of Computershare Investor Services Inc. ("Computershare") at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6. Voting by Facsimile Before the Meeting. A registered Voting Class A shareholder may submit his or her proxy by facsimile by completing, dating and signing the enclosed form of proxy and returning it by facsimile to Computershare Investor Services Inc. at (416) 263-9524 or toll free (within North America) at (866) 249-7775. Voting by Telephone Before the Meeting. A registered Voting Class A shareholder may vote by telephone by calling toll free 1-866-732-VOTE (8683) or from outside of North America by calling (312) 588-4290 and following the instructions provided (located on the front of the proxy) to identify themselves to the system. Voting by Internet Before the Meeting. A registered Voting Class A shareholder may vote over the internet by going to https://www.investorvote.com and following the instructions. Such Voting Class A shareholder will require a control number (located on the front of the proxy) to identify them self to the system. To be effective, a proxy must be received by Computershare no later than 11:00 a.m. (EST) on November 11, 2025 or, if the Meeting is adjourned, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the Meeting. VOTING AT THE MEETING General Registered Voting Class A shareholders may vote at the Meeting by completing a ballot online during the Meeting, as further described below under "Attendance and Participation at the Meeting". Non-registered Voting Class A shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest. This is because the Corporation and its transfer agent do not have a record of the non-registered shareholders, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder. If you are a non-registered Voting Class A shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and you must follow all of the applicable instructions, including the deadline. See " Appointment of a Third Party as Proxy " and " Attendance and Participation at the Meeting " below. If you are a U.S. beneficial Voting Class A shareholder, to attend and vote at the Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed by mail to the attention of the Proxy Department of Computershare Investor Services Inc. at 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6 or by email at [email protected] . Requests for registration must be labeled as "Legal Proxy" and be received no later than November 11, 2025 by 11:00 a.m. (EST). You will receive a confirmation of your registration by email after Computershare receives your registration materials. Please note that you are also required to register your appointment at https://http://www.computershare.com/corby . Appointment of a Third Party as Proxy The following applies to Voting Class A shareholders who wish to appoint someone as their proxyholder other than the management nominees named in the form of proxy or voting instruction form. This includes non-registered Voting Class A shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting. Shareholders who wish to appoint someone other than the management nominees as their proxyholder to attend and participate at the Meeting as their proxy and vote their Common Shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username to vote in the Meeting and only being able to attend as a guest. Step 1: Submit your form of proxy or voting instruction form: To appoint someone other than the management nominees as proxyholder, insert that person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a non-registered Voting Class A shareholder and wish to vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you, follow all of the applicable instructions provided in the voting instruction form AND register yourself as your proxyholder , as described below. By doing so, you are appointing yourself as proxyholder. It is important that you comply with the signature and return instructions provided to you. Please also see further instructions below under the heading "How do I Attend and Participate at the Meeting?" Step 2: Register your proxyholder: To register a third party proxyholder, Voting Class A shareholders must visit https://http://www.computershare.com/corby by 11:00 a.m. (EST) on November 11, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a username via email to participate in the Meeting. Without a username, proxyholders will not be able to vote at the Meeting but will be able to participate as a guest. Attendance and Participation at the Meeting The Corporation is holding the Meeting in a virtual only format, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person. Attending the Meeting online enables registered Voting Class A shareholders and duly appointed proxyholders, including non-registered Voting Class A shareholders who have duly appointed themselves as proxyholder, to vote at the Meeting and ask questions at the appropriate times during the Meeting, all in real time. Guests, including non-registered shareholders who have not duly appointed themselves as proxyholder, can login to the Meeting as set out below. Guests can listen to the Meeting but are not able to ask questions or vote. Log in online at: https://meetings.lumiconnect.com/400-227-443-649 on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Edge or Firefox. We recommend that you log in at least 30 minutes before the Meeting starts. If you are a Voting Class A registered shareholder click "I have a login" and then enter your 15-digit control number as the username, which is the control number located on your form of proxy or in the email notification you received from Computershare and "corby2025" (case sensitive) as the password. OR If you are a duly appointed proxyholder click "I have a login" and then enter the username that was provided to you by Computershare after the voting deadline passed and "corby2025" (case sensitive) as the password. To be a duly appointed proxyholder the proxyholder must be registered as described in "Appointment of a Third Party as Proxy" above. OR If you are a Non-voting Class B shareholder or a non-registered Voting Class A shareholder that has not appointed yourself as a proxyholder click "Guest" and then complete the online form. If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures outlined above. If you are using a 15-digit control number to login to the Meeting and vote during the Meeting, you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke all previously submitted proxies, do not vote during the Meeting or you can enter the Meeting as a guest. For additional details on accessing the Meeting online from your smartphone or computer, please see the Virtual AGM User Guide provided by Computershare. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF As of the date hereof, there are 24,274,320 Voting Class A Common Shares, without nominal or par value, of the Corporation issued and outstanding, such shares being the only shares of the Corporation entitled to be voted at the Meeting. The Board of Directors of the Corporation (the "Board" or "Board of Directors") has fixed September 17, 2025, as the record date (the "Record Date") for the purpose of determining registered shareholders entitled to receive notice of the Meeting. Each registered shareholder is entitled to one vote for each Voting Class A Common Share held. Entitlement to vote is determined by reference to registration of the registered holder of Voting Class A Common Shares as at the Record Date. For information relating to the Non-voting Class B common shares of the Corporation, please see the section entitled "Capital Structure - Voting Class A Common Shares and Non-Voting Class B Common Shares" in the Corporation's 2025 Annual Information Form dated September 24, 2025, a copy of which is available on the Corporation's SEDAR+ profile at https://www.sedarplus.ca . To the knowledge of the directors and officers of the Corporation, as of the date hereof, Hiram Walker & Sons Limited beneficially owns or exercises control or direction over shares carrying more than 10% of the voting rights attached to the Voting Class A Common Shares of the Corporation, owning 12,527,664 shares, representing 51.61% of the issued and outstanding Voting Class A Common Shares of the Corporation. BUSINESS TO BE TRANSACTED AT THE MEETING The following business will be transacted at the Meeting: FINANCIAL STATEMENTS Management will present the audited consolidated financial results at the Meeting and shareholders will be given an opportunity to discuss these results with management. ELECTION OF THE BOARD OF DIRECTORS Nine nominee directors are proposed for election to the Board of Directors of the Corporation. Shareholders may vote for or against each nominee proposed for election to the Board of Directors. APPOINTMENT OF EXTERNAL AUDITORS The Board of Directors recommends the appointment of KPMG LLP as the Corporation's external auditors. Shareholders may vote on the appointment of the external auditors at a remuneration to be fixed by the Board of Directors. FINANCIAL STATEMENTS The Corporation's audited consolidated financial statements for the fiscal year ended June 30, 2025, and the external auditor's report thereon are included in the Corporation's 2025 Annual Report. A copy of the 2025 Annual Report may be obtained from the Corporate Secretary of the Corporation upon request. The financial statements are also available on SEDAR+ at https://www.sedarplus.ca and at https://www.corby.ca . No formal action is required or proposed to be taken at the Meeting with respect to the financial statements. ELECTION OF THE BOARD OF DIRECTORS Shareholders will be asked to vote for or against the election of each of the nominees to the Board of Directors. The nine nominees proposed for election are listed under the heading "Nominees for Election to the Board of Directors" beginning on page 15. The persons named in the accompanying form of proxy will, unless otherwise instructed, vote in favour of the election of each of the nominees listed below. Management of the Corporation does not contemplate that any of the nominees will be unable or, for any reason, unwilling to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the accompanying form of proxy reserve the right to vote for another nominee in their discretion. Each director will hold office until the next annual meeting of shareholders or until the election of his or her successor, unless he or she shall resign or his or her office becomes vacant by death, removal, or other circumstance. More detailed information regarding the election of directors is set out under the heading "Proposed Nominees" on page 14. Independence Four of the nine nominees are independent. None of these independent director nominees have ever served as an executive of the Corporation or any of its subsidiaries nor do they have relationships with the Corporation that would interfere with the exercise of their independent judgment. See "Statement of Corporate Governance Practices - Board of Directors - Board Composition and Independence" in Appendix "A" hereto. Skills Each director has experience in leadership and strategic planning and collectively, they hold the skills and expertise that enable the Board to carry out its responsibilities. The skills matrix set out below is used to assess the Board's overall strength and to assist in the Board's ongoing renewal process, which balances the need for experience and knowledge of the Corporation's business with the benefit of board renewal and diversity. Although the directors have an extensiveness of experience in many areas, the skills matrix lists 10 important qualifications. Di SKILLS Executive Leadership/ Strategic Planning Clemente Alonso Boulay Krantz Laycock Montoya Nielsen Poliquin Reidel ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Retail/Consumer/Marketing ✓ ✓ ✓ ✓ ✓ ✓ ✓ Accounting and Financial Reporting ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ US/International Market ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ HR/Compensation ✓ ✓ ✓ ✓ ✓ ✓ ✓ Governance ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Digitalization and Technology ✓ ✓ ✓ ✓ ✓ Supply Chain Distribution ✓ ✓ ✓ ✓ ✓ Legal ✓ ✓ Risk Management ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Director Tenure The Corporation has not adopted a policy imposing an arbitrary term or retirement age limit for Directors of the Corporation because it believes that term limits have the potential to result in the loss of directors who have essential skill sets or high-performing directors, based solely on tenure or age. As an alternative, the Corporate Governance & Nominating Committee ("CG&NC") conducts: annual evaluations on the effectiveness of each of the Board and its Committees; and informal bi-annual evaluations, whereby each individual director is required to solicit feedback regarding director contribution, skill set and expertise. In summary, the CG&NC undertakes a review of the composition of the Board, the performance of the individual directors and the mandate and composition of the Committees of the Board. Recommendations for changes, if any, are established and discussed with the Chair of the CG&NC and the Board. The Board believes this process, which began in 2008, has worked well and has resulted in governance that has been effective to guide the changing nature of the business. The following graph illustrates director tenure at the end of the fiscal year, as categorized by the applicable time periods set out below: 22% 0-3 Years (4 Directors) 45% 4-6 Years (3 Directors) 7-10 Years (0 Directors) 33% 10+ Years (2 Directors) The CG&NC believes that the Board is composed of directors with an appropriate range of tenure, in addition to a breadth of age, skills, expertise and experience, to ensure that the Board can carry out its responsibilities effectively. Our Commitment to Diversity The Corporation values diversity of views, experience, skill sets, gender and ethnicity and believes attracting and retaining the best talent requires considering a diverse set of skills and backgrounds. The Board is committed to diversity and inclusion at all levels. The Corporation does not have specific targets or policies regarding the identification and nomination of women, Aboriginal peoples, persons with disabilities or members of visible minorities (collectively, the " Designated Groups ") on the Board or in executive officer positions but focuses instead on choosing the most appropriate candidate for the position. However, in assessing the appropriateness of candidates for Board and executive officer appointments, the Corporation considers diversity as an important quality in the overall assessment process and the level of representation of Designated Groups on the Board and in executive officer positions is one of several factors considered. The Corporation is committed to ensuring that it attracts and retains the most highly qualified and experienced directors and executive officers and recognizes that the level of representation of Designated Groups is an important consideration in creating and maintaining an effective Board and senior management team. This year, women comprised 137 of 283 (or 48%) of the Corporation's workforce, 5 of 9 (or 56%) of the director nominees are women, and 3 of 8 (or 38%) of senior management are women. 1 of 9 (or 11%) of the directors identify as members of visible minorities; and 2 of 9 (or 22%) of senior management identify as members of visible minorities and none (or 0%) of the directors or senior management identify as Aboriginal peoples, or persons with disabilities. The Corporation is committed to being an organization with exceptional workplace diversity and inclusiveness programs. The Corporation places great importance on creating a diverse pipeline of talent and has established a number of different initiatives, including a belonging and inclusiveness committee, to support this objective to ensure that the Corporation's rich and diverse talent pool is supported and provided opportunities to grow their careers to the highest levels within the organization. Majority Voting In accordance with the Canada Business Corporations Act , in an uncontested election, where there is only one candidate nominated for each position available on the Board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy. If an incumbent director is not elected, the director may continue in office until the earlier of (i) the 90 th day after the day of the election; and (ii) the day on which their successor is appointed or elected. Voting Results from the 2024 Annual Meeting of Shareholders The voting results for the election of Directors at the Corporation's 2024 Annual Meeting of the Shareholders held on November 13, 2024 are as follows: Nominee Votes For Votes Against Claude Boulay 14,464,572 90.40% 1,536,727 9.60% Lani Montoya 14,462,120 90.38% 1,539,179 9.62% Nicolas Krantz 14,468,443 90.42% 1,532,856 9.58% Helga Reidel 15,823,626 98.89% 177,673 1.11% Lucio Di Clemente 15,937,732 99.60% 63,567 0.40% Juan Alonso 14,467,477 90.41% 1,533,822 9.59% Pam Laycock 15,947,977 99.67% 53,322 0.33% Patricia L. Nielsen 15,945,491 99.65% 55,808 0.35% Kate Thompson 14,475,918 90.47% 1,525,381 9.53% Proposed Nominees The articles of the Corporation currently provide that the Board of Directors shall consist of a minimum of five and a maximum of fifteen directors who are to be elected annually. The Board has fixed at nine the number of directors to be elected at the Meeting. It is proposed to nominate for election as directors of the Corporation the nine persons listed below for the Board of Directors. All nominees are currently directors of the Corporation. The table below provides information about the nominees, including their background experience, meeting attendance, outside public boards on which they sit, and securities of the Corporation held. For further information relating to the current directors, please see the section entitled "Directors and Officers" in the Corporation's 2025 Annual Information Form. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS Lucio Di Clemente Toronto, Canada Age: 66 Director since 2022 Mr. Lucio Di Clemente is a corporate director, executive mentor, and corporate financial advisor. He has been the Chair of the Board of Directors of Corby since November 2023. Mr. Di Clemente's executive experience spans numerous sectors, including manufacturing, retail, health sciences and distribution. He has chaired and served on numerous boards including public and private companies as well as charitable institutions Board/Committee Membership Attendance Attendance (Total) Board (Chair) 6/6 18/18 (100%) Audit Committee 4/4 Corporate Governance & Nominating Committee (2) 2/2 Independent Committee 4/4 Management Resources Committee (Chair) 2/2 Equity Ownership Voting Class A Common Shares Market Value of Equity Holdings (1) Year August 31, 2025 August 31, 2024 3,495 1,844 $51,446 $24,783 Other Public Board Memberships Chemtrade Logistics Inc. Corporate Governance & Nominating Committee Chair and member of the Audit Committee. Claude Boulay Québec, Canada Age: 63 Director since 2008 Dr. Claude Boulay (Doctor of Law) has been a private practice attorney since 1984 and external legal counsel of many subsidiaries of the Pernod Ricard Group since 1996. He is also Director of Pernod Ricard Canada Ltd., Hiram Walker & Sons Limited, Gooderham & Worts Ltd., Pernod Ricard Canada Holding Corporation, and West Indies Holding Limited. Board/Committee Membership Attendance Attendance (Total) Board Retirement Committee 6/6 1/1 7/7 (100%) Equity Ownership Voting Class A Common Shares Market Value of Equity Holdings (1) Year August 31, 2025 0* $0 August 31, 2024 0* $0 Other Public Board Memberships None Juan Alonso Toronto, Canada Age: 49 Director since 2022 Mr. Juan Alonso is Vice President and Chief Financial Officer of Corby. He was Chief Financial Officer, at Pernod Ricard South Latam (Sao Paulo, Brazil) from 2016 to 2022 and Vice President of Finance and Supply Chain of Pernod Ricard Americas Travel Retail from 2013 to 2016. Board/Committee Membership Attendance Attendance (Total) Board Retirement Committee 6/6 1/1 7/7 (100%) Equity Ownership Voting Class A Common Shares Market Value of Equity Holdings (1) Year August 31, 2025 August 31, 2024 9,440 4,311 $138,957 $57,940 Other Public Board Memberships None Nicolas Krantz Ontario, Canada Age: 54 Director since 2020 Mr. Nicolas Krantz is President and Chief Executive Officer of Corby. He was Chief Executive Officer, Pernod Ricard Winemakers from 2017 to 2020 and Chief Financial Officer, EMEA & LATAM HQ from 2012 to 2017. Board/Committee Membership Attendance Attendance (Total) Board Retirement Committee (Chair) 6/6 1/1 7/7 (100%) Equity Ownership Voting Class A Common Shares Market Value of Equity Holdings (1) Year August 31, 2025 August 31, 2024 13,498 8,928 $198,691 $119,992 Other Public Board Memberships None Pam Laycock Ontario, Canada Age: 61 Director since 2024 Ms. Pam Laycock is a corporate director, sitting on numerous boards including Girl Guides of Canada, The Centre of Excellence for Next Generation Networks, and previously on Shop.ca, Workopolis, and Olive Media. She is also a member of the Dean's Global Council at the Schulich School of Business. An experienced digital executive, she has held leadership roles at Torstar Corp. and Harlequin Enterprises Ltd. Ms. Laycock holds an MBA in Marketing and Entrepreneurial Studies from the Schulich School of Business, York University, and graduated from the Rotman School of Management, University of Toronto, with a Bachelor of Commerce in Marketing. She also holds the ICD.D designation from the Institute of Corporate Directors. Board/Committee Membership Attendance Attendance (Total) Board 6/6 19/19 (100%) Audit Committee 4/4 Independent Committee 4/4 Management Resources Committee 2/2 Corporate Governance & Nominating Committee 3/3 Equity Ownership Year Voting Class A Common Shares Market Value of Equity Holdings (1) August 31, 2025 8,078 $118,908 August 31, 2024 7,116 $95,639 Other Public Board Memberships None Lani Montoya New Jersey, U.S.A. Age: 52 Director since 2021 Ms. Lani Montoya is Chief People Officer, Pernod Ricard North America. She was Director, Global Talent Management, Diversity & Inclusion, Pernod Ricard S.A. from 2017 to 2021, as well as Human Resources Director, Pernod Ricard North America Travel Retail from 2010 to 2017. Board/Committee Membership Attendance Attendance (Total) Board 6/6 6/6 (100%) Equity Ownership Voting Class A Common Shares Market Value of Equity Holdings (1) Year August 31, 2025 August 31, 2024 0* $0 0* $0 Other Public Board Memberships None Patricia L. Nielsen Ontario, Canada Age: 70 Director since 2000 Ms. Patricia Nielsen is a corporate director. She was President and Chief Executive Officer of Canadian Automobile Association, Niagara from 2006 to 2015. Board/Committee Membership Attendance Attendance (Total) Board 6/6 17/17 (100%) Audit Committee 4/4 Corporate Governance & Nominating Committee (Chair) 3/3 Independent Committee (Chair) 4/4 Equity Ownership Voting Class A Common Shares Market Value of Equity Holdings (1) Year August 31, 2025 30,156 $443,896 August 31, 2024 29,227 $392,811 Other Public Board Memberships None Anne-Marie Poliquin (3) Paris, France Age: 53 Director since 2025 Ms. Anne-Marie Poliquin is the EVP Legal and Compliance for Pernod Ricard S.A. She was General Counsel, Legal and Corporate Affairs at JDE Peet's from 2019 to 2021. Prior to that, she held various positions within Mars, Incorporated from 1998 to 2019, including General Counsel Europe and General Counsel Global Petcare. Board/Committee Membership Attendance Attendance (Total) Board 3/3 3/3 (100%) Equity Ownership Voting Class A Common Shares Market Value of Equity Holdings (1) Year August 31, 2025 August 31, 2024 0* n/a $0 n/a Other Public Board Memberships None Helga Reidel Ontario, Canada Age: 65 Director since 2021 Ms. Helga Reidel is a corporate director, with positions (past and present) on both volunteer and corporate boards. She was President and Chief Executive Officer of Enwin Utilities Ltd from 2016 to 2022. She was Chief Administrative Officer for the Corporation of the City of Windsor from 2009 to 2016. Ms. Reidel is a Chartered Professional Accountant/Chartered Accountant and has earned the designation of Fellow Chartered Professional Accountant (FCPA) and Fellow Chartered Accountant (FCA) in 2018. She graduated from the University of Windsor with a Bachelor of Commerce (Honours) and a Bachelor of Education. Additionally, Ms. Reidel holds the ICD.D designation from the Institute of Corporate Directors . Board/Committee Membership Attendance Attendance (Total) Board 6/6 20/20 (100%) Audit Committee (Chair) 4/4 Corporate Governance & Nominating Committee 3/3 Independent Committee 4/4 Management Resources Committee 2/2 Retirement Committee 1/1 Equity Ownership Voting Class A Common Shares Market Value of Equity Holdings (1) Year August 31, 2025 August 31, 2024 5,061 2,562 $74,498 $34,433 Other Public Board Memberships Hydro One Member of the Audit Committee and Human Resources Committee * Directors of the Corporation who are nominees of Pernod Ricard S.A. or its affiliates (being Mmes. Montoya and Poliquin and Dr. Boulay) hold no shares in the capital of Corby, as they represent Pernod Ricard's 51.6% interest in the outstanding Voting Class A Common Shares. (1) "Market Value of Equity Holdings" for directors is calculated for 2025 based on the closing price of the Voting Class A Common Shares on the Toronto Stock Exchange (the "TSX") on August 29, 2025, which was $14.72. The Market Value of Equity Holdings for 2024 is based on the closing price of the Voting Class A Common Shares on the TSX on August 30, 2024, which was $13.44. (2) Mr. Di Clemente was appointed a member of the Corporate Governance & Nominating Committee in November 2024. (3) Ms. Anne-Marie Poliquin was appointed director of the Corporation, effective February 12, 2025. The information as to the Voting Class A Common Shares of the Corporation beneficially owned or over which control or direction is exercised has been furnished by the respective nominees, each of whom has advised that he or she does not beneficially own, directly or indirectly, or exercise control or direction over any Non-Voting Class B Common Shares of the Corporation. ADDITIONAL DISCLOSURE RELATING TO DIRECTORS Cease Trade Orders To the knowledge of the Corporation, no proposed director or executive officer of the Corporation is, or within the last 10 years before the date hereof has been, a director, chief executive officer or chief financial officer of any company that: (a) while that person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation, in each case for a period of more than 30 consecutive days, or (b) was subject to a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after that person ceased to be a director, chief executive officer or chief financial officer, but which resulted from an event that occurred while that person was acting in that capacity. Bankruptcy To the knowledge of the Corporation, no proposed director or executive officer of the Corporation: (a) is, or has been within the last 10 years before the date hereof, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets. Sanctions To the knowledge of the Corporation, no proposed director or executive officer or a personal holding company of any director or executive officer of the Corporation has ever been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. Interests in Material Transactions From time to time, the Corporation enters into transactions with its ultimate parent, Pernod Ricard S.A. and its affiliates. Certain directors of the Corporation are nominees, directors and/or officers of Pernod Ricard and its affiliates as indicated in their biographies set forth herein. Transactions with Pernod Ricard and its affiliates are approved by the Corporation's Independent Committee ("IC"). For more information, see "Independent Committee" under "Committees of the Board" in "Appendix "A" -Statement of Corporate Governance Practices" and "Related Party Transactions" in the Corporation's 2025 Annual Information Form. OUR APPROACH TO GOVERNANCE The Board has general oversight responsibility for the Corporation's affairs. Although the Board does not have responsibility for day-to-day management of the Corporation, Board members stay informed about the Corporation's business through regular meetings, site visits and other periodic interactions with management. The Board is involved in the Corporation's strategic planning process. The Board also plays an important oversight role in the Corporation's leadership development, succession planning and risk management processes. The Board has established five standing committees to assist with its oversight responsibilities: (1) Audit Committee; (2) CG&NC; (3) IC; (4) Retirement Committee; and (5) Management Resources Committee ("MRC"). As of May 9, 2024, each of the AC, CG&NC, and MRC are composed of independent directors only. This composition of our Board helps to ensure that boardroom discussions reflect the views of management, our independent directors and our shareholders. The table below identifies the number of meetings held by each standing committee in fiscal 2025. Attendance of Directors in fiscal 2025 Board and Committee Meetings Director Board (6 meetings) Audit (4 meetings) Corporate Governance & Nominating (3 meetings) Independent (4 meetings) Management Resources (2 meetings) Retirement (1 meeting) Overall Attendance J. Alonso 6/6 - - - - 1/1 7/7 C. Boulay 6/6 - - - - 1/1 7/7 L. Di Clemente 6/6 4/4 2/2 4/4 2/2 18/18 N. Krantz 6/6 - - - - 1/1 7/7 P. Laycock 6/6 4/4 3/3 4/4 2/2 - 19/19 L. Montoya 6/6 - - - - - 6/6 P.L. Nielsen 6/6 4/4 3/3 4/4 - - 17/17 H. Reidel 6/6 4/4 3/3 4/4 2/2 1/1 20/20 A-M. Poliquin (1) 3/3 - - - - - 3/3 K. Thompson (1) 3/3 - - - - - 3/3 (1) Effective February 12, 2025, Ms. Kate Thompson resigned as director of the Corporation, and Ms. Anne-Marie Poliquin was appointed a director of the Corporation. DIRECTOR COMPENSATION The Board, through the CG&NC, is responsible for reviewing and approving any proposed changes to the directors' compensation arrangements every five years. The management directors and the directors of the Corporation who are acting as Pernod Ricard's nominees are not compensated for service on the Board. In fiscal year 2025, the independent directors of the Corporation were entitled to the following compensation: Type of Compensation Amount ($) Annual cash retainer 35,000 Annual cash retainer for the Chair of the Board 85,000 Corporation's Stock Retainer Plan ($3,125 quarterly) 12,500 Corporation's Stock Retainer Plan for the Chair of the Board ($5,000 quarterly) (1) 20,000 Annual special fee for the Chair of Audit Committee 5,500 Annual special fee for the Chair of each of the CG&NC; IC; and MRC 2,750 Product Allotment 3,000 Education Fund 5,000 Director Compensation for 2025 The Corporation paid $280,197 in total compensation to its independent directors as a group with respect to the year ended June 30, 2025. The following table sets out the compensation earned in the fiscal year ended June 30, 2025 by each individual independent director: 2025 Director compensation (1)(2) Fees earned Share-based awards (3) Option-based awards (4) Non-equity incentive plan compensation (4) Pension value (4) All other compensation (5) Total Name ($) ($) ($) ($) ($) ($) ($) L. Di Clemente 87,750 20,000 - - - 3,000 110,750 P.L. Nielsen 40,500 12,500 - - - 3,000 56,000 H. Reidel 40,500 13,846 - - - 3,000 57,346 P. Laycock (6) 39,039 14,063 - - - 3,000 56,101 (1) Messrs. Krantz and Alonso were directors and executive officers of the Corporation during the fiscal year ended June 30, 2025, and did not receive compensation for services as a director. Each of their compensation for service is fully reflected in the "Summary Compensation Table", on page 28. (2) Mr. Boulay and Mmes. Montoya, Poliquin and Thompson were nominated as directors of the Corporation by Pernod Ricard and, therefore, do not receive compensation for services as directors. (3) Share-based awards include Corporation contribution to Corby Stock Retainer Plan. Shares are purchased quarterly and are immediately vested. (4) The Corporation does not have option-based awards and the directors are not entitled to non-equity incentive plan compensation or pensions. (5) All other compensation includes Product Allotment. (6) Ms. Laycock received the first payments of her Fiscal Year 2024 retainer fee ($4,039) and share-based award ($1,563) in Fiscal Year 2025. Stock Retainer Plan To offer a total compensation package that is competitive the independent directors receive $3,125 quarterly ($5,000 quarterly in the case of the Chair of the Board) in the form of the Corporation's Stock Retainer Plan. The Corporation's Stock Retainer Plan provides for contributions made by the Corporation for the benefit of eligible directors and remitted to the administrator of the plan appointed by the Board. Such contributions are used to purchase the Corporation's Voting Class A Common Shares on behalf of the director participants to promote stock ownership among Board members with the goal of aligning directors' interests with those of the shareholders of the Corporation. Stock Purchase Plan The directors may elect to invest all or part of their directorship fees in the Corporation's Employee Stock Purchase Plan. During the fiscal year ended June 30, 2025, the management directors, Messrs. Krantz, and Alonso participated in the Corporation's Employee Stock Purchase Plan as officers of the Corporation. See "Employee Stock Purchase Plan", below. The Corporation does not match any portion of the amount contributed by the directors. The Corporation matches contributions made by the management directors, as discussed in the "Employee Stock Purchase Plan" section, below. Directors' Minimum Shareholding Requirements Each independent director is required to hold two and a half times the annual board base retainer, as determined on the dates of purchase, in Voting Class A Common Shares. Directors are permitted to acquire such Voting Class A Common Shares over a five-year period. Market Value of Voting Class A Number of Voting Class A Common Shares held under the Stock Retainer Plan (1) Common Shares held under the Stock Retainer Plan as at June 30, 2025 (2) ($14.07/share) Independent Director (#) ($) Lucio Di Clemente 3,360 47,275 Pam Laycock 685 9,638 Patricia L. Nielsen 13,746 193,406 Helga Reidel 4,405 61,979 (1) For total number of Corby shares held by each of the independent directors, please refer to the chart under the heading "Nominees for Election to the Board of Directors" starting on page 15 in this Management Proxy Circular. (2) The TSX closing price on June 30, 2025, of $14.07 was used for calculating the market value. Hedging Prohibition Directors, officers and other employees of the Corporation may not, at any time, purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchangeable funds that are designed to hedge or offset a decrease in the market value of any securities of the Corporation. APPOINTMENT OF EXTERNAL AUDITORS Shareholders will be asked to vote for the appointment of the external auditors and the authorization of the directors to fix the remuneration of the external auditors. KPMG LLP are the Corporation's external auditors and have so served since July 1, 2023. The Board of Directors, on the recommendation of the Audit Committee, proposes that KPMG LLP be re-appointed as external auditors of the Corporation for the 2026 fiscal year. Except where authority to vote with respect to the appointment of auditors is withheld, the persons named in the accompanying form of proxy will vote in favour of the appointment of KPMG LLP. The appointment of KPMG LLP will be decided by a simple majority of votes at the Meeting. External Auditors' Other Services In fiscal years 2025 and 2024, KPMG LLP, respectively, did not provide any non-audit services to the Corporation and no tax fees were paid by the Corporation. Audit Fees The aggregate fees billed by KPMG LLP, as the Corporation's external auditors, for audit services provided during fiscal years 2025 and 2024 are set out below: Fees 2025 2024 Audit fees (1) $587,383 $531,120 All other fees (2) $0 $0 Total $587,383 $531,120 (1) Audit fees are fees for services related to the audit of the Corporation's consolidated financial statements and the review of the second quarter report to shareholders. (2) All other fees are administrative fees. COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis describes and explains the significant elements of compensation awarded to, earned by, paid to, or payable to the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") and each of the three most highly compensated executive officers other than the CEO and CFO (collectively with the CEO and CFO, the "NEOs") of the Corporation for the fiscal year ended June 30, 2025. Executive Compensation Philosophy and Program Design Objectives The Corporation's executive compensation policy is designed to recognize the scope and level of responsibility of each position, to provide a competitive level of total compensation to all executives and to reward superior performance and achievement. Compensation Philosophy Attract and retain qualified senior executives Foster a culture of 'pay for performance' by linking rewards that are tied to the success of the Corporation Align executive interests with those of shareholders with the objective of creating long-term, sustained shareholder value without encouraging excessive risk-taking Design Objective Deliver compensation levels that are between the 50th and 75th percentile of the relevant market Provide opportunity for above median compensation when results are above target Ensure that a relevant portion of compensation is equity-based to motivate the executives to achieve long-term financial success Compensation Governance and Risk Mitigation The Corporation has a structured and disciplined compensation framework for executives which includes oversight by the MRC. The MRC is responsible for reviewing, analyzing and approving all compensation for the CEO, the CFO and the other NEOs (for further information relating to the MRC, including the responsibilities, powers and operation of the committee and the name of each committee member, together with independence and experience information with respect to each of them, please see Appendix "A" entitled "Statement of Corporate Governance Practices"). This approach has enabled the Corporation to encourage its executives to take measured actions and does not incentivize executives to take undue risks. Periodic review of Incentive Plans: Compensation plans are designed to reward desired behaviours and achievement of corporate objectives, with consideration for the Corporation's business strategy, and risk appetite. Governance Oversight: Annually, the MRC assists the Board in carrying out its compensation oversight responsibilities, including approval of the performance objectives for the CEO, ensuring they are aligned with the Corporation's business strategy. Performance cycles align with risk time horizon: To align compensation with the risk time horizon and to motivate executives to create long-term value and remain accountable for decisions with longer term risk, we require executives to have a portion of their compensation in performance based long-term incentive plans with stretch targets that provide a strong pay-for-performance relationship. Incentive plan caps: Both the short and long-term incentive plans for the executives are capped, as described in the applicable following sections. Compensation Decision Making The Corporation's executive compensation policy aims to maintain total compensation levels that are competitive with those of the Canadian consumer products sector recognizing the scope and level of responsibility of each position and to provide motivation and incentives to the Corporation's executives with the view to enhancing shareholder value and successfully implementing the Corporation's business plans, as well as improving both corporate and personal performance. To ensure the successful implementation of this policy, the Corporation has historically retained the services of independent compensation consultants to gather information regarding the compensation practices of comparable companies in the consumer products sector in Canada, as considered necessary by the MRC. The components of executive compensation include base salary, short-term and long-term incentive programs, a comprehensive employee benefits plan, perquisites and the opportunity to participate in the Corporation's Employee Stock Purchase Plan, as well as a defined benefit pension plan for executives hired prior to July 1, 2010 and a defined contribution pension plan for executives hired on or after this date. There are no NEOs in the defined contribution pension plan for fiscal year 2025. Executive Compensation - Related Fees Eckler Ltd. ("Eckler") provided pension related actuarial and investment consulting services to the Corporation for fiscal years 2025 and 2024. Eckler was originally retained more than 20 years ago. The contract with Eckler is reviewed by the Corporation every three years. No Board or Management Resources Committee pre-approval is required for other services that Eckler or any of its affiliates may provide to the Corporation. The aggregate fees for services provided in this and the prior year are set out below . Fees 2025 2024 Actuarial and investment consulting $71,183 $55,542 Benchmarking The Corporation utilized two primary comparator groups that are relevant as they represent the market for executive talent and include positions of similar responsibility within comparator publicly traded Canadian companies, including those in the consumer products sector. The two primary comparator groups utilized were: MBD - Mercer Benchmark Database, which encompasses compensation data for Canadian companies in all industries and of all sizes and scopes; and CCBF - Canadian Compensation and Benefits Forum (in which Corby participates), which includes 34 companies in the fast-moving consumer goods industry that are direct competitors for talent. Companies contained in this comparator group can be found below. Canadian Compensation and Benefits Forum Agropur Cooperative Haleon Canada Maple Leaf Foods, Inc Philip Morris Blue Triton Hershey Canada, Inc. Mars Canada Inc. Royal Canin Canada Inc. Campbell Company of Canada Imperial Tobacco Canada Limited McCain Foods Limited Reckitt Benckiser Canada Canada Bread Company, Ltd. JTI-Macdonald Corp. Johnson & Johnson Saputo, Inc. Colgate-Palmolive Canada, Inc. Kimberly-Clark, Inc. Molson Coors Canada, Inc. SC Johnson & Son, Ltd. Conagra Brands Canada, Inc. Kraft Heinz Canada ULC Mondelez Canada, Inc. Sleeman Breweries, Ltd. Corby Spirit and Wine Ltd. Labatt Breweries of Canada Nestle Canada Unilever Canada, Inc. Danone, Inc. Lactalis Canada Inc PepsiCo Canada ULC Day & Ross, Inc. L'Oreal Canada Procter & Gamble, Inc. Benchmark analysis considers the overall compensation for each NEO, including base salary, short-term incentives and long-term incentives. Overall compensation is targeted between the 50th and 75th percentile of the market considering all comparator groups listed above. The Corporation's Executive Compensation Program Summary The following table provides an overview of each of the available components of the executive compensation program. Compensation Component Design Objective(s) Base Salary Base salary levels are reviewed annually based on individual performance, level of responsibility and competitive compensation levels for the Canadian market. The objective of the base salary component is to provide fixed compensation that reflects the market value of the role and the skills and experience of the executive. Actual salary increases, if any, vary depending on individual performance ratings against the performance management process results, which include operational and strategic objectives, development goals and demonstration of company values. These have been set and agreed at the beginning of each fiscal year. Short-Term Incentives The Corporation's executives participate in an annual short-term incentive program, the purpose of which is to reward executives for their contribution to the achievement of annual corporate goals. The target percentages for this incentive plan are reviewed and compared on an annual basis to market levels utilizing the comparator groups and source data stated previously under "Benchmarking". Bonus awards are based on the achievement of specific corporate goals related to operating profit levels, growth versus market, brand equity and cash generation. Each measure has an assigned weighting (as a percent of base salary)., Individual strategic objectives act as a multiplier on 50% of the corporate goals. Long-Term Incentives (RSU) The Corporation's executives participate in a long-term incentive plan consisting of performance-contingent restricted share units ("RSU"). The long-term incentive plan ("RSU Plan") is designed to motivate the executives to achieve long-term financial success of the Corporation and to further align the interests between executives and shareholders. The RSU Plan contains two-year performance-based vesting targets to ensure the RSU Plan is driving long-term performance; and provides upside for above target performance achievement (maximum of 50% increase in RSU grant if the performance target is exceeded by 10%) which aligns with the typical market practice. RSUs reflect the market value of the Voting Class A Common Shares of the Corporation. RSUs vest and become payable to plan participants at the end of a three-year vesting period, subject to the achievement of pre-determined corporate performance targets relating to operating profit. Unvested RSUs will attract Dividend Equivalent Units] whenever regular or special cash dividends are paid on the Voting Class A Common Shares of the Corporation. When cash dividends are paid on the Shares, an adjustment will be made to each Participant's Restricted Stock Unit Account to notionally reflect such dividends by increasing the number of Restricted Stock Units, this is known as Dividend Equivalent Units. Dividend Equivalent Units will be immediately reinvested into additional RSUs, which will vest and become payable at the end of the three-year vesting period, subject to the same performance conditions as the original RSU award. Upon vesting, participants are eligible to receive the cash value of their RSU holdings, including the original RSU grant and any additional RSUs earned as a result of the reinvestment of Dividend Equivalent Units. Payments are made directly by the Corporation to participants in Canadian funds and, when made, all amounts in respect of RSUs and Dividend Equivalent Units which have vested are fully discharged. RSUs do not entitle participants to acquire any rights or entitlements as a shareholder of the Corporation. SUMMARY COMPENSATION TABLE The remuneration paid to each of the Corporation's NEOs for the fiscal years ended on June 30, 2025, 2024, and 2023 is as set forth in the following table: Name and principal Salary Share-based awards (2) Option-based awards (3) Annual incentive Long-term incentive Pension value (5) All other compensation (6) Total compensation position (1) Year ($) ($) ($) plans (4) plans ($) ($) ($) Nicolas Krantz 2025 452,997 60,750 - 286,974 42,032 - 594,715 1,437,468 President & Chief 2024 418,621 59,657 - 219,866 68,879 - 365,531 1,132,553 Executive Officer 2023 395,899 54,890 - 214,181 - - 670,397 1,335,367 Juan Alonso 2025 298,679 - - 109,315 - - 513,758 921,752 Vice-President & 2024 316,719 - - 82,493 - - 263,819 663,033 Officer 2023 251,996 - - 81,798 - - 333,982 667,775 Marc Valencia 2025 327,718 100,471 - 113,669 72,249 147,919 33,374 795,401 General Counsel, Corporate Secretary 2024 315,113 100,471 - 112,661 110,369 118,555 28,942 786,111 & Vice-President, Public Affairs 2023 305,935 100,471 - 109,433 152,341 148,791 32,287 849,257 Stéphane Côté 2025 283,788 86,563 - 103,915 62,247 108,066 29,871 674,450 Vice-President, New 2024 275,522 86,563 - 81,804 95,090 98,724 31,153 668,856 Business Ventures 2023 267,497 86,563 - 95,684 131,252 114,662 21,755 717,412 Ryan Smith 2025 221,520 67,500 - 98,233 - 49,710 29,278 466,241 Vice-President, Sales 2024 208,000 66,285 - 74,365 - 41,765 35,021 425,437 2023 200,000 - - 92,332 - 52,532 3,271 348,136 Non-equity incentive plan compensation ($) Chief Financial (1) Messrs. Krantz and Alonso were directors during the fiscal year that ended June 30, 2025. They did not receive compensation for services as directors. (2) Share-based awards reflect the grant date fair value of the RSU awards made to the NEOs during the fiscal year under the RSU Plan. The number of individual RSUs granted equals the long-term incentive target value divided by the closing price of the Voting Class A Common Shares of the Corporation on the TSX on the day before the grant date of $16.61 on November 9, 2022, $13.49 on November 9, 2023, and $12.55 on November 7, 2024, respectively. Mr. Krantz participates in the long-term incentive grant, receiving 50% of his long-term incentive grants under the Corby RSU Plan and 50% under the Pernod Ricard incentive plan. Mr. Alonso is not eligible for the Corby RSU Plan. Mr. Alonso received long-term incentives from Pernod Ricard. Costs associated with the Pernod Ricard long-term incentives are paid by Pernod Ricard and are not transferred to Corby. (3) The Corporation does not have any option-based awards. (4) The annual incentive for each of Messrs. Krantz and Alonso is paid in each of their home country's currency, European Euro and Brazilian Real respectively. Fiscal 2025 budgeted exchange rates are used to calculate the Canadian dollar equivalent. (5) Pension value as stated was calculated by Eckler and is detailed in the "Defined Benefit (DB) Retirement Plans Table" in the "Pension Plan Benefits" section, below. Messrs. Krantz and Alonso do not participate in the Corby defined benefit pension plan nor the SERP and, instead, participate in the pension plans of their home countries to which Corby does not contribute. (6) All other compensation includes the following perquisites which total more than $50,000 or 10% of each NEO's salary, and exceed 25% of the total value of fiscal year 2025 perquisites of such NEO are as follows: Mr. Krantz - Tax equalization and Tax Gross Up $293,079.89; Housing (including gross-up) $101,691.21; Pension/social chargeback from home country $124,722.63; Expatriate allowances $48,038. Mr. Alonso - Tax equalization and Tax Gross Up $128,957; Housing (including gross-up) 72,810.09; Pension/social chargeback from home country $222,048.67 (attributable to 2024 & 2025, that were incurred in Fiscal Year 2025), Expatriate allowances $66,675. Mr. Valencia - Fleet Costs (including lease & maintenance) $23,471.24. Mr. Côté - Fleet Costs (including lease & maintenance) $19,912.26. Mr. Smith - Fleet Costs (including lease & maintenance) $19,511.48. Short-Term Incentives The standard short-term incentive bonus target is 50% of base salary for the CEO; 30% for the CFO (based on home country market); and 35% of base salary for the other NEOs of the Corporation. Bonus awards are based on the achievement of specific corporate goals related to operating profit levels and cash generation, as well as individual strategic objectives. Each measure has an assigned weighting (as a percent of base salary), as follows: Collective Corporate 50% Collective Company 50% Position Group Profit Local Corby Profit Local Free Cash Flow Growth vs Market Statutory Profit/ Net Sales Brand Equity Individual Multiplier 12.50% 12.50% 25.0% 16.67% 16.66% 16.66% President & Chief Executive Officer 6.25% 6.25% 12.50% + 8.34% 8.33% 8.33% x 0% to 200% Vice-President & Chief Financial Officer 3.75% 3.75% 7.50% + 5.00% 5.00% 5.00% x 0% to 200% General Counsel, Corporate Secretary & Vice-President, Public Affairs 4.38% 4.38% 8.75% + 5.85% 5.85% 5.85% x 0% to 200% Vice-President, New Business Ventures 4.38% 4.38% 8.75% + 5.85% 5.85% 5.85% x 0% to 200% Vice-President, Sales 4.38% 4.38% 8.75% + 5.85% 5.85% 5.85% x 0% to 200% Threshold, target and maximum levels of performance are established for the collective corporate performance for each operating profit and free cash flow, measures listed in the above table. The Corporation sets the target awards to be challenging, but reasonably attainable. The maximum award for both operating profit and free cash flow is intended to be very difficult to achieve. The threshold performance level is 90% of target achievement for with a maximum award achieved at 110% of target for both of these measures. The threshold performance level is 90% of target achievement with a maximum award achieved at 110% of target. The payout is pro-rated for achievement between the above ranges; achievement on operating profit and free cash flow must be at least 90% for any payout to occur. Threshold, target and maximum levels of performance are established for the collective company performance for growth versus market, operating profit as a percent of net sales and brand equity. The threshold performance level is 25% of growth compared to market with a maximum award achieved at 125%. 100% of payout is achieved with growth compared to market performance between 90% and 100% of target. For operating profit as a percentage of net sales, threshold performance level is 75% with a maximum award achieved at 125% of target. For brand equity, threshold is set at 0% of brands over market ("BMC") with a maximum award achieved at 100% of BMC. The individual strategic objectives serve as a multiplier on the collective company performance measures. Based on historical analysis, the Corporation believes the target award is attainable, but not easily achieved. There is a remote possibility (less than 5%) that the maximum award for operating profit could be attained. At the beginning of each fiscal year, corporate objectives and the CEO's individual strategic objectives are determined and tabled before the MRC for review and approval. To accurately describe the basis upon which each NEO is compensated would require a significant level of detail and, as the Corporation is the only publicly traded spirits company in Canada, disclosing any of these individual strategic objectives would seriously prejudice the Corporation's interests by providing competitors with information regarding the Corporation's business performance targets and other sensitive information. For the July 1, 2024 to June 30, 2025 fiscal year, overall, the Corporation's goals relating to operating profit and cash generation were overachieved. The following table sets out the breakdown of bonus payouts: FY25 Short-Term Incentive Payout Breakdown Name Achievement of Individual Strategic Portion of Bonus Individual Strategic objective payout as a percentage of Total Compensation Total Bonus Payout as a percentage of base salary Total Bonus Payout as a percentage of Total Compensation Nicolas Krantz 150.0% 8.7% 63.4% 20.0% Juan Alonso 150.0% 5.2% 36.6% 11.9% Marc Valencia 100.0% 8.0% 34.7% 14.3% Stéphane Côté 110.0% 8.1% 36.6% 15.4% Ryan Smith 150.0% 9.2% 44.3% 21.1% LONG-TERM INCENTIVE AWARDS Vested Share-Based Awards and Option-Based Awards The following tables set out the RSUs vested and paid out to the NEOs during the Fiscal Year 2025: Name Option based awards - Value vested during the year ($) Share based awards - Value vested during the year ($) (1) Non-equity incentive plan compensation - Value earned during the year ($) Nicolas Krantz (2) - 42,032 - Juan Alonso (2) - - - Marc Valencia - 72,249 - Stéphane Côté - 62,247 - Ryan Smith (3) - - - (1) Share-based awards reflect the RSU awards made to the NEOs in fiscal year 2022 (Grant 15) under the RSU Plan which vested in fiscal year 2025. The value vested represents the number of RSU's held multiplied by the closing share price of the Voting Class A Common Shares of the Corporation on the TSX on November 8, 2024. RSUs vest subject to the achievement of performance condition measures under the RSU Plan. (2) Mr. Krantz participates in the long-term incentive grant, receiving 50% of his long-term incentive grants under the Corby RSU Plan and 50% under the Pernod Ricard incentive plan. Mr. Alonso is not eligible for the Corby RSU Plan. Mr. Alonso received long-term incentives from Pernod Ricard. Costs associated with the Pernod Ricard long-term incentives are paid by Pernod Ricard and are not transferred to Corby. (3) Mr. Smith was not eligible for the RSU grant that was vested and paid out in Fiscal Year 2025.

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