Corus Entertainment : Notice and Management Information Circular for Annual General Meeting of Shareholders

About this update from Corus Entertainment Inc. Class B

Corus Entertainment Inc. Notice and Management Information Circular For the Annual General Meeting of Shareholders February 26, 2026 CORUS ENTERTAINMENT INC. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the " Meeting ") of CORUS ENTERTAINMENT INC. (the " Company ") will be held virtually via online webcast at https://meetings.lumiconnect.com/400-310-078-831 , password: corus2026 (case sensitive), on Thursday, the 26 th day of February 2026, at 11:00 a.m. (Eastern Time) for the following purposes: to receive and consider the audited consolidated financial statements of the Company for its financial year ended August 31, 2025, together with the report of the auditors thereon; to elect directors for the ensuing year; to appoint auditors for the ensuing year and authorize the directors to fix the auditors' remuneration; to ratify and approve unallocated entitlements under the Company's stock option plan; and to transact such other business as may properly be brought before the Meeting and any adjournment(s) or postponement(s) thereof. Similar to prior years, the Company will leverage technology and hold its Meeting in a virtual-only format conducted via live webcast. Shareholders will have an equal opportunity to join the Meeting online regardless of their geographic location. Shareholders will not be able to physically attend the Meeting. A copy of the Management Information Circular (" Circular ") accompanies this Notice and are being mailed to shareholders. Details of all matters proposed to be put before the Meeting are set forth in the accompanying Circular. Shareholders who have enrolled in electronic delivery (e-delivery) will be notified via email when documents are made available, at which time they can be viewed or downloaded from www.corusent.com/investor-relations/annual-meetings/ . These materials will also be available on the Company's SEDAR+ profile at www.sedarplus.ca . Shareholders can also email [email protected] to request paper copies of the Circular or the Company's 2025 Annual Report. Registered shareholders and duly appointed proxyholders will be able to virtually attend the Meeting and vote (to the extent of any voting rights as described below) in real time, provided they follow the instructions in the attached Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to virtually attend (as guests) but not be able to vote or speak at the Meeting. Only Class A participating shareholders of record at the close of business on January 16, 2026 will be entitled to vote at the Meeting, except to the extent that a shareholder of record has transferred any shares after that date and the transferee of such shares establishes proper ownership and requests, not later than 10 days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting. Class A participating shareholders who do not expect to virtually attend the Meeting are requested to complete the accompanying proxy or voting instruction form and mail it to TSX Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1. A self-addressed envelope is provided for this purpose. Alternatively, shareholders may, with the control number, vote online at https://www.meeting-vote.com or by smartphone using the QR code provided. Your proxy voting instructions must be received by not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment or postponement thereof, to be used at the Meeting or any adjournment or postponement thereof. Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend the virtual Meeting) must carefully follow the instructions in the attached Circular and on their form of proxy or voting instruction form. These instructions include the step of registering such proxyholder with the Company's transfer agent, TSX Trust Company, after submitting the form of proxy or voting instruction form. Failure of a proxyholder to register with the transfer agent will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will be able to virtually attend the Meeting but will not be able to vote or speak at the Meeting. Holders of Class A participating shares of the Company will be entitled to vote separately as a class on any resolution put forward at the Meeting. Holders of Class B non-voting participating shares are entitled to virtually attend and ask questions at the Meeting but are not entitled to vote on any matter proposed for consideration. DATED at Toronto, Ontario, this 28 th day of January 2026. By Order of the Board of Directors JENNIFER LEE, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary Table of Contents FORWARD LOOKING AND OTHER INFORMATION 5 Non-Ifrs Measures 6 Currency 6 VOTING INFORMATION 7 Proxy Solicitation 7 Appointment of Proxies 8 Revocation of Proxy 9 BUSINESS OF THE MEETING 10 Financial Statements 10 Election of Directors 10 Appointment and Remuneration of Auditors 10 Ratification and Approval of Unallocated Entitlements under the Stock Option Plan 11 Shareholder Proposals 12 Director Nominees 13 Communication with Shareholders 16 Shareholder Engagement Policy 16 Board of Directors. 16 Senior Management 17 Investor and Shareholder Relations 17 Events and Broadcasts 17 CORPORATE GOVERNANCE PRACTICES 18 Charters and Role Descriptions 18 Nomination of Directors 18 Director Independence 18 Interlocking Directorships 19 Skills and Experience 19 Orientation and Continuing Education 20 Assessment of Effectiveness 21 Ethical Business Conduct 21 Commitment to Diversity, Equity and Inclusion 22 Diversity, Equity and Inclusion Mission and Vision 22 Reports of the Board of Directors and its Committees 23 Director Compensation 26 COMPENSATION DISCUSSION AND ANALYSIS 29 Compensation Governance 31 Role of the Human Resources and Governance Committee 31 Compensation Consulting Fees 32 Compensation Decision Making - Approval Process 32 Compensation Benchmarking 33 Target Total Direct Compensation 34 Compensation Program Overview 35 Key Elements of the Compensation Program 35 2025 Compensation Overview 35 Base Salary 35 Short-Term Incentives 36 Long-Term Incentives 38 Employee Share Purchase Plan 41 Pension Plans 42 2025 Corporate Performance 43 Performance Graph 43 Summary Compensation Table 45 Incentive Plan Awards 46 Outstanding Option-Based and Share-Based Awards 46 Incentive Plan Awards - Value Vested or Earned During the Year 47 Securities Authorized for Issuance under Equity Compensation Plans 48 Pension Plan Benefits 48 Employment Agreements 49 Termination and Change of Control Arrangements 50 OTHER INFORMATION 52 Indebtedness of Directors, Executive Officers and Senior Officers 52 Interest of Informed Persons 52 Cease Trade Orders, Bankruptcies, Penalties or Sanctions 52 Particulars of Other Matters 52 Shareholder Proposals 52 Additional Information 52 Certificate 53 Schedule A - Charter of the Board of Directors 54 Schedule B - Audit Committee Charter 57 Schedule C - Human Resources and Governance Committee Charter 61 FORWARD LOOKING AND OTHER INFORMATION To the extent any statements made in this Management Information Circular (the " Circular ") contain information that is not historical, these statements are forward-looking statements and may be forward-looking information within the meaning of applicable securities laws (collectively, " forward-looking information "). This forward-looking information relates to, among other things, the objectives, goals, strategies, targets, intentions, plans, estimates, and outlook for Corus Entertainment Inc. and its subsidiaries (collectively, " Corus " or the " Company "), including, but not limited to: the Company's strategic, operational, and business plans; anticipated revenue, cost, and subscription trends; applicable regulatory, judicial and legislative changes, decisions, and regimes; expectations regarding financial and operational performance; expectations regarding costs, tariffs, taxes, and fees; capital, balance sheet management and liability management plans, strategies and actions and benefits thereof; ability to repay debt and/or maintain necessary access to loan and credit facilities; and the Company's proposed recapitalization transaction announced on November 3, 2025 (the " Recapitalization Transaction ") and the approval and consummation thereof. Forward-looking information can generally be identified by the use of words such as "estimate", "forecast", "project", "believe", "anticipate", "expect", "intend", "plan", "will", "may", or the negatives of these terms and other similar expressions. In addition, any statements that refer to expectations, anticipated outcomes or impacts, projections, or other characterizations of future events or circumstances may be considered forward-looking information. Although Corus believes that the expectations reflected in such forward-looking information are reasonable, such information involves many material assumptions, risks and uncertainties and undue reliance should not be placed on such statements. Certain material factors or assumptions, which are subject to uncertainty, risk, or change and may cause actual results to differ materially from expectations, calculations, plans, or forecasts, are applied with respect to forward-looking information. Such factors include, without limitation, factors and assumptions relating to or impacting: the sustainability of Corus' current or proposed capital and debt structure; Corus' ability to maintain access to, renegotiate, obtain relief from, or meet covenants under relevant secured and unsecured credit facilities or instruments; Corus' ability to access sufficient capital and liquidity; macroeconomic, geopolitical, and general business and market conditions; Corus' ability to execute its strategies and plans; financial and operating results being consistent with expectations; Corus' ability to attract, retain, and manage fluctuations in revenue; continuity of relationships and arrangements with or revenue or costs attributed to, suppliers, distributors, partners, clients, and customers on desirable and expected terms; stability of advertising, subscription, production, and distribution markets and revenue; changes to key suppliers or clients; impacts of pending or threatened litigation, regulatory or judicial decisions or interpretations, or appeals thereof; changes in laws or regulations or the interpretation or application thereof, including statements, decisions, or positions by applicable courts or regulators, including, without limitation, the Canadian Radio-television and Telecommunications Commission; changes to licensing status or conditions; impacts of competition from foreign and domestic competitors, including due to industry mergers and acquisitions or such competitors not being regulated in the same way or to the same degree; strategic opportunities or partnerships (or lack thereof) that may be presented to, pursued, or implemented by the Company; changes to applicable accounting standards or tax, licensing, or regulatory regimes; changes to operating and capital costs or imposed or threatened tariffs, taxes, or fees; impacts of interest rates or inflation; Corus' ability to source, produce, and sell desirable content; unanticipated or un-mitigatable changes to programming costs; retention and reputation risks related to employees and contractors; physical and operational changes to facilities and infrastructure; industry or Company-related labour actions; cybersecurity threats and incidents to the Company or its key suppliers and vendors; epidemics, pandemics, or other public health and safety crises. These also include, without limitation, factors and assumptions relating to, or impacting, the execution of the Company's proposed Recapitalization Transaction, including, without limitation: approval of the proposed Recapitalization Transaction; the ability to complete, execute, and implement the proposed Recapitalization Transaction in the time and manner contemplated; the anticipated or expected effect or impacts of the proposed Recapitalization Transaction on the Company and/or its stakeholders; obligations and abilities of third parties to close or complete actions as part of the proposed Recapitalization Transaction; the anticipated reduction of the Company's debt and related costs and interest expenses (including the amounts thereof); exchange of existing equity and debt for new equity and debt; and the dilution or changes to the Company's outstanding shares in number or value. Actual results may differ materially from those expressed or implied in such information and the foregoing list is not exhaustive. Additional information about these factors and about the material assumptions underlying any forward-looking information may be found under the heading "Risks and Uncertainties" in the Company's Management's Discussion and Analysis for the year ended August 31, 2025 (the " Annual MD&A "), which disclosure may be updated, supplemented, or amended by subsequent disclosures in the Company's quarterly management's discussion and analysis or by subsequent press releases, and in the Company's Annual Information Form dated October 30, 2025 (the " AIF "). Corus cautions that the foregoing list of important assumptions and factors that may affect future results is not exhaustive. When relying on the Company's forward-looking information to make decisions with respect to Corus, investors and others should carefully consider the foregoing information, including any incorporated by reference, and other uncertainties and potential events. Unless otherwise specified, all forward-looking information in this document speaks as of the date of this document and may be updated or amended from time to time. Except as otherwise required by applicable securities laws, Corus disclaims any intention or obligation to publicly update or revise any forward-looking information whether as a result of new information, events, or circumstances that may be made or arise from time to time. NON-IFRS MEASURES Corus' financial statements are prepared in accordance with International Financial Reporting Standards as prescribed by the International Accounting Standards Board (" IFRS "). The Company presents certain non-IFRS measures, specifically, segment profit and free cash flow (" FCF "), net debt to segment profit, as well as other measures, under the heading " Compensation Discussion and Analysis " and elsewhere in this document. Non-IFRS measures are not defined by IFRS, do not have a standardized meaning, and may not be comparable with similar measures presented by other issuers. The Company believes these non-IFRS measures are frequently used by securities analysts, investors, and other interested parties as measures of financial performance and to provide supplemental measures of operating performance and thus highlight trends that may not otherwise be apparent when relying solely on IFRS financial measures. For a full description of these measures and, where applicable, a reconciliation to the most directly comparable measures calculated in accordance with IFRS, please refer to the Annual MD&A and the disclosure in this Circular under " Compensation Discussion and Analysis ". CURRENCY The Company reports in Canadian dollars. Unless otherwise specified, all amounts contained within this Circular are reported in Canadian dollars. MANAGEMENT INFORMATION CIRCULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CORUS ENTERTAINMENT INC. TO BE HELD FEBRUARY 26, 2026 VOTING INFORMATION PROXY SOLICITATION This Management Information Circular (" Circular ") is furnished in connection with the solicitation of proxies by or on behalf of management of Corus Entertainment Inc. (" Corus " or the " Company ") for use at the Annual General Meeting of shareholders of the Company (the " Meeting ") to be held virtually via online webcast at 11:00 a.m. (Eastern Time) on Thursday, February 26, 2026, at https://meetings.lumiconnect.com/400-310-078-831 , password: corus2026 (case sensitive), or any postponement(s) or adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Meeting. Except as otherwise stated, the information contained herein is given as of January 16, 2026. This solicitation is made by management of the Company. The solicitation will be primarily by mail, but proxies may also be solicited personally by regular employees of the Company, for which no additional compensation will be paid. The cost of preparing, assembling and distributing this Circular, the Notice of Meeting, the form of proxy or voting instruction form (" VIF ") and any other material relating to the Meeting to all registered shareholders and beneficial owners, has been or will be borne by the Company. Access and Copies of Meeting Materials A copy of the Circular and other materials relating to the Meeting have been mailed to shareholders. In addition, shareholders who have enrolled in electronic delivery (e-delivery) will be notified via email when documents are made available, at which time they can be viewed and/or downloaded from www.corusent.com/investor-relations/annual-meetings/ . These materials will also be available on the Company's SEDAR+ profile at www.sedarplus.ca Please contact the Company's Investor Relations team by email at [email protected] to request a paper copy of the Circular or the Company's 2025 Annual Report. The Company estimates that a request must be received prior to February 12, 2026 for you to receive such requested copy in advance of the deadline for submission of voting instructions and the Meeting date. The Company will mail materials within three business days of any request(s), provided the request is made prior to the Meeting. All shareholders may request paper copies of the Circular or proxy-related materials be mailed to them at no cost for up to one year from the date the Circular was filed on SEDAR+. How do I attend the meeting? The Company will leverage technology and hold its Meeting in a virtual-only format. Shareholders will have the ability to view a live webcast of the Meeting and will have an equal opportunity to join the Meeting online regardless of their geographic location. Who can vote? Holders of Class A Voting Shares of record at the close of business on January 16, 2026, the record date fixed by the directors of the Company, will be entitled to vote on all matters at the Meeting . Each holder of Class A Voting Shares is entitled to one vote for each such share held. As at January 16, 2026, there were 3,356,994 Class A Voting Shares and 196,083,164 Class B Non-Voting Shares outstanding. The Class B Non-Voting Shares are publicly traded on the Toronto Stock Exchange (the " TSX ") under the symbol CJR.B. Voting control of the Company is held by the Shaw Family Living Trust (" SFLT ") and its subsidiaries. The sole trustee of SFLT is a private company controlled by a board comprised of seven directors, including, as at January 16, 2026, Heather Shaw, Julie Shaw, two other members of the Shaw family, and three independent directors. As at January 16, 2026, SFLT and its subsidiaries held 2,885,530 Class A Voting Shares, representing approximately 86% of the outstanding Class A Voting Shares, for the benefit of the descendants of the late JR Shaw and Carol Shaw. To the knowledge of the Company, its directors and executive officers, no other person beneficially owns, directly or indirectly, or exercises control or direction over, 10% or more of any outstanding class of voting securities of the Company, except for Cathton Investments Ltd., a company controlled by Catherine Roozen, a former director of Corus. Based on publicly disclosed information, as at January 16, 2026, Cathton Investments Ltd. held 343,332 Class A Voting Shares, representing approximately 10% of the outstanding Class A Voting Shares. Holders of Class B Non-Voting Shares are not entitled to vote at meetings of shareholders of the Company except as provided by law and will not be entitled to vote on any matter at the Meeting. In certain circumstances, if a takeover bid is made for the Class A Voting Shares of the Company, exclusive of the Class B Non-Voting Shares, a holder of Class B Non-Voting Shares may, at his or her option, and only for the purpose of such takeover bid, convert any or all Class B Non-Voting Shares then held by such holder into Class A Voting Shares on the basis of one Class A Voting Share for each Class B Non-Voting Share so converted during a specified period of time. Under the Company's Articles of Incorporation, the Company is required to give notice of the occurrence of an event entitling the holders of Class B Non-Voting Shares to exercise such conversion right not later than 14 days prior to the expiry of the period relating to such event. How do I vote my shares? Holders of Class A Voting Shares have two ways to vote: (i) by submitting a form of proxy or VIF as per instructions indicated; or (ii) during the Meeting by logging in with their control number and voting by online ballot through the live webcast platform. Registered holders of Class A Voting Shares and duly appointed proxyholders (including non-registered holders of Class A Voting Shares who have duly appointed themselves as proxyholder) that attend the Meeting will be able to attend, participate, and vote by completing a ballot online during the Meeting through the live webcast platform at https://meetings.lumiconnect.com/400-310-078-831 , password: corus2026 (case sensitive). Such persons may enter the Meeting by clicking "I have a control number" and entering a valid control number. Registered shareholders may use the control number provided with the meeting materials. Proxyholders must use the control number in the email notification they will receive from TSX Trust Company after they have been registered with TSX Trust Company. If the control number sent to a registered shareholder is used to log into the Meeting, any vote cast at the Meeting will revoke any proxy previously submitted. If a shareholder does not wish to revoke a previously submitted proxy, they should not vote during the Meeting or should instead consider logging in as a guest. Proxyholders who have been duly appointed and registered with TSX Trust Company as described in this Circular will receive a control number by email after the proxy voting deadline has passed. Guests (including holders of Class B Non-Voting Shares and non-registered holders of Class A Voting Shares who have not duly appointed themselves as proxyholder) can log into the Meeting by clicking "I am a guest" and completing the online form. It is a Meeting attendee's responsibility to ensure internet connectivity for the duration of the Meeting and attendees should allow ample time to log into the Meeting online before it begins. APPOINTMENT OF PROXIES The persons named in the form of proxy or VIF are officers of the Company and will represent management of the Company at the Meeting. A shareholder desiring to appoint some other person (who need not be a shareholder) to represent them at the Meeting may do so either by inserting the name of such other person in the space provided in the form of proxy or VIF, striking out the names of the specified persons and following the instructions set out below. Shareholders who appoint a third-party proxyholder must ensure that such appointee is aware that they have been appointed. If you want to appoint a third-party proxyholder The following applies to shareholders who wish to appoint a third-party proxyholder, including non-registered shareholders who wish to appoint themselves as proxyholder to virtually attend, participate and vote at the Meeting. Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting MUST submit their form of proxy or VIF (as applicable), appointing that third-party proxyholder AND the appointee should then register as described below. Registration of the proxyholder is an additional step to be completed AFTER a form of proxy or VIF is submitted. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required for them to vote at the Meeting. Step 1: Submit a completed form of proxy or VIF To appoint a third-party proxyholder, insert such person's name in the blank space provided in the form of proxy or VIF and follow the instructions for submitting such proxy or VIF. This must be completed prior to registering such proxyholder, which must also be completed once the form of proxy or VIF is submitted. Step 2: Proxyholder Registration The proxyholder must contact TSX Trust Company by going to https://www.tsxtrust.com/control-number-request to complete and submit the electronic form by 11:00 a.m. (Eastern Time) on February 24, 2026, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed Meeting, and provide TSX Trust Company with the required proxyholder contact information so that TSX Trust Company may provide the proxyholder with a control number via email. Without a control number, a proxyholder will not be able to vote or ask questions at the Meeting but can participate as a guest. Non-registered shareholders who wish to vote at the Meeting must insert their own name in the space provided on the VIF provided by the intermediary, follow all of the applicable instructions provided by the intermediary, AND register as a proxyholder, as described above. By doing so, such shareholder is instructing their intermediary to appoint the shareholder as proxyholder. It is important to comply with the signature and return instructions provided by the intermediary. Failure of the proxyholder to register with TSX Trust Company will result in the proxyholder not receiving a control number, which is required to vote at the Meeting. Non-registered 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. Shareholders must deliver or send the completed form of proxy to: TSX Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1. Alternatively, shareholders may, with the control number, vote online at https://www.meeting-vote.com or by smartphone using the QR code provided. The form of proxy or VIF must be received not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or an adjournment or postponement thereof, but prior to the use of the proxy at the Meeting or an adjournment or postponement thereof. REVOCATION OF PROXY A shareholder who has submitted a form of proxy or VIF may revoke it at any time insofar as it has not been exercised. If you are a registered shareholder If you are a registered shareholder and have submitted a proxy, a proxy may be revoked, as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by instrument in writing executed by the shareholder or by his or her attorney duly authorized in writing or, if the shareholder is a company, by an officer or attorney thereof duly authorized in writing and deposited with the Company, as the case may be, at any time up to and including the last business day preceding the date of the Meeting or with the Chair of the Meeting on the date of the Meeting prior to the commencement of the Meeting and upon either of such deposits the proxy is revoked. A proxy may also be revoked if a registered shareholder attends the virtual meeting using the control number, or in any other manner permitted by law. If a control number is used to log in to the Meeting, any vote cast at the Meeting will revoke any proxy previously submitted. If a shareholder does not wish to revoke a previously submitted proxy, they should not register at the meeting as a shareholder using the control number and should not vote during the Meeting. In this case, shareholders may wish to log into the Meeting as a guest. If you are a non-registered shareholder You should contact your intermediary through which you hold Shares and obtain instructions regarding the procedure for the revocation of any voting instructions that you have previously provided to your intermediary. HOW WILL PROXIES BE VOTED? The management representatives designated in the form of proxy and VIF will vote for, vote against or withhold from voting, as applicable, the Class A Voting Shares in respect of which they are appointed by proxy on any matter that may be called for in accordance with the instructions of the shareholder as indicated on the proxy or VIF and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Class A Voting Shares will be voted accordingly. In the absence of such directions, it is intended that such Class A Voting Shares will be voted FOR the adoption of all resolutions in the Notice of Meeting, including the election of directors, appointment of auditors, authorization of the directors to fix the remuneration of such auditors, and ratification and approval of unallocated entitlements under the stock option plan. The form of proxy and VIF confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Company knows of no such amendments, variations, or other matters other than the matters referred to in the Notice of Meeting. If any such amendment, variation, or other matter, which is not now known, should properly come before the Meeting, then the persons named in the form of proxy and VIF will vote on such matters in accordance with their best judgment with respect to the Shares represented by such proxy. BUSINESS OF THE MEETING FINANCIAL STATEMENTS The audited consolidated financial statements of the Company for the year ended August 31, 2025, together with the auditor's report thereon and related management's discussion and analysis, will be presented to shareholders at the Meeting. These documents are included in the Company's 2025 Annual Report, which was previously mailed to shareholders and has also been made available on the Investor Relations section of the Company's website at www.corusent.com/investor-relations/annual- meetings , in addition to being available on the Company's page on SEDAR+ at www.sedarplus.ca . Shareholders may also request a copy of the 2025 Annual Report by contacting the Company's Investor Relations team by email at [email protected] . ELECTION OF DIRECTORS The nominees proposed for election as directors of the Company (each, a " Director Nominee ") to hold office until the next annual meeting of shareholders or until their successors are elected or appointed are set out in the " Director Nominees " section of the Circular. Information about the Director Nominees and their securities personally held in the Company for the fiscal years ended August 31, 2025 and 2024, including, as applicable, Class A Voting Shares, Class B Non-Voting Shares, deferred share units (" DSUs "), and restricted share units (" RSUs "), are also set out in the " Director Nominees " section. Unless otherwise indicated, DSUs held by Director Nominees were issued pursuant to the Company's DSU plan for directors (the " Directors' DSU Plan "), which is described under the " Directors' Deferred Share Unit Plan " in the " Director Compensation" section of this Circular. Management recommends voting in favour of each Director Nominee. The holder of Class A Voting Shares will elect each nominee separately based on a majority of votes cast at the Meeting. Unless specified in a form of proxy that the Class A Voting Shares represented by the proxy shall be voted otherwise, the management representatives designated in the enclosed form of proxy intend to vote FOR the election of each of the Director Nominees whose names are set out below. In the event that, prior to the Meeting, any of the Director Nominees listed below decline, or are unable to stand for election as directors, it is intended that discretionary authority shall be exercised to vote the proxy hereby solicited (unless otherwise directed as noted in the paragraph above) for the election of any other person or persons as directors. Management is not now aware that any Director Nominee would be unwilling or unable to serve as a director if elected. APPOINTMENT AND REMUNERATION OF AUDITORS Management has nominated Ernst & Young LLP, Chartered Accountants, the Company's present auditors, as the auditors of the Company to hold office until the close of the next annual meeting of shareholders. Ernst & Young LLP has been the auditors of the Company since its inception. It is intended that on any vote that may be called for relating to the appointment of auditors, the Class A Voting Shares represented by proxies in favour of management's nominee will be voted FOR the appointment of Ernst & Young LLP as auditors of the Company, at a remuneration to be fixed by the Board of Directors, to hold office until the next annual meeting of shareholders, unless authority to do so is withheld. Information on the Company's auditors can also be found in the " Audit Committee " section of the Company's Annual Information Form dated October 30, 2025 (the " AIF "). Principal accounting fees and services - independent auditors Fees billed for services provided by the Company's independent auditor, Ernst & Young LLP, for the years ended August 31, 2025 and 2024 are as follows: Year Ended August 31 2025 2024 Audit Fees $1,440,000 $1,835,000 Audit-Related Fees $182,000 $269,000 Tax Fees $33,020 $47,000 All Other Fees - - Total $1,655,020 $2,151,000 Audit Fees Audit fees were for professional services rendered by Ernst & Young LLP for the audit of the Company's annual consolidated financial statements and services provided in connection with regulatory filings or engagements. Audit-Related Fees Audit-related fees were for assurance and related services reasonably related to the performance of the audit of the statutory financial statements for certain of the Company's subsidiaries and are not reported under "Audit Fees" above. Tax Fees Tax fees were for tax compliance, tax advice and tax-planning professional services. These services consisted of tax planning and advisory services relating to common forms of domestic and international taxation as well as assistance with various tax audit matters. All Other Fees Fees disclosed in the table above under the item "All Other Fees" represent products and services other than the audit fees, audit-related fees and tax fees described above, including transaction-related services. The Company's Audit Committee has implemented a policy restricting the services that may be provided by the auditors and the fees paid to the auditors. Prior to the engagement of the auditors, the Audit Committee pre-approves the provision of the service. In making their determination regarding non-audit services, the Audit Committee considers compliance with the policy and the provision of non-audit services in the context of avoiding impact on auditor independence. Each quarter, the Audit Committee reviews the non-audit services performed by the auditors on a year-to-date basis, and any proposed assignments for pre-approval, if appropriate. Auditor Assessment Each year the Audit Committee performs an assessment of the performance of Ernst & Young LLP as part of their reappointment recommendation. In assessing their performance, the Audit Committee is focused on three key areas: Independence, objectivity, and professional skepticism Quality of the engagement team Quality of communication and interaction with the external auditors The assessment process includes interviews with all Audit Committee members and senior management of the Company to ensure that service quality levels and areas of audit focus meet the expectations of the Audit Committee. In addition, the Audit Committee meets quarterly with the external and internal auditors and Company management to ensure that appropriate audit quality and timeliness of reporting is maintained on a consistent basis. The resolution regarding the appointment and remuneration of auditors must be passed by the majority of the votes cast by holders of Class A Voting Shares present or represented by proxy who are entitled to vote at the Meeting. The Audit Committee has recommended the reappointment of Ernst & Young LLP as the auditors of the Company. For more information about the Audit Committee, please see the " Audit Committee " section in the AIF, which is available on the Company's SEDAR+ profile at www.sedarplus.ca . The AIF is also available in the Investor Relations section of Corus' website at www.corusent.com/investor-relations/overview/ . The text of the Audit Committee's current Charter is attached to this Circular. RATIFICATION AND APPROVAL OF UNALLOCATED ENTITLEMENTS UNDER THE STOCK OPTION PLAN Shareholders are referred to the information on the Company's Stock Option Plan under the heading " Long-Term Incentives " in the "2025 Compensation Overview" section of this Circular. Pursuant to the requirements of the TSX, the Stock Option Plan must be presented to the shareholders of the Company every three years for ratification and approval of the unallocated entitlements. As such, the Stock Option Plan is presented to the shareholders of the Company at this meeting for the purposes of considering, and if deemed appropriate, approving the unallocated entitlements under the evergreen Stock Option Plan for the ensuing three years. The Board of Directors has determined that ratification and approval of the unallocated entitlements under the Stock Option Plan is in the best interests of the Company and its shareholders. The Board of Directors recommends that shareholders vote in favour of the adoption of the resolution below. Unless contrary instructions are indicated on the form of proxy, the persons designated in the accompanying form of proxy intend to vote at the Meeting FOR the ratification and approval of the unallocated entitlements under the Stock Option Plan. In accordance with the rules of the TSX, in order to be effective, the resolution must be passed by the affirmative vote of the majority of the Class A Voting Shares cast at the Meeting with respect to such resolution. If approval is not obtained at the Meeting, stock options that have not been allocated and stock options that are outstanding and are subsequently cancelled, terminated, or exercised will not be available for a new grant of options. Previously allocated options continue to be unaffected by the approval or disapproval of the resolution. Holders of Class A Voting Shares will be entitled to one vote per Class A Voting Share on the following resolution: "WHEREAS the Board of Directors of the Company adopted, on October 25, 2007, a resolution approving amendments to the Company's Stock Option Plan (the "Stock Option Plan") to provide for an overall rolling maximum of 10% of the aggregate number of outstanding Class B non-voting participating shares of the Company on a non-diluted basis when combined with all of the Company's other security-based compensation arrangements and which, therefore, does not have a fixed maximum number of Class B Non-Voting Shares issuable; the Class A participating shareholders of the Company approved such amendments by a majority of the votes cast, on January 9, 2008; the rules of the Toronto Stock Exchange ("TSX") provide that all unallocated options under the Stock Option Plan that do not have a fixed maximum number of shares issuable be approved every three years; and by resolution effective January 28, 2026, the Board of Directors approved all unallocated options under the Stock Option Plan, subject to shareholder approval. BE IT RESOLVED THAT: all unallocated stock options under the Stock Option Plan are hereby approved; the Company has the ability to continue granting options under the Stock Option Plan until February 26, 2029, that is until the date that is three years from the date where shareholder approval is being sought; and any director or officer of the Company be and is hereby authorized to do such things and to sign, execute, and deliver all documents that such director or officer may, in their discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing resolutions." SHAREHOLDER PROPOSALS There were no proposals brought forward by shareholders of the Company for consideration at the Meeting. DIRECTOR NOMINEES The profiles below provide detailed information on each Director Nominee, including information about their experience, expertise, principal place of residence, and share ownership for the fiscal years ended August 31, 2025 and 2024 (consisting of Class A Voting Shares and Class B Non-Voting Shares beneficially owned, directly or indirectly, or controlled or directed) as well as DSUs and RSUs, as applicable. Fernand Bélisle, BA Mr. Bélisle is an independent consultant to Canadian broadcast companies. Mr. Bélisle served as Vice Chair (Broadcasting) of the Canadian Radio-television and Telecommunications Commission (" CRTC "). This followed a series of senior positions at the CRTC and the Department of Communications (now known as the Department of Canadian Heritage). Mr. Bélisle's business career has included positions with Télémedia Communications Ltd. and in audit and tax specialist roles at Coopers & Lybrand. Mr. Bélisle previously served as a Director of Corus Entertainment Inc. from December 2003 to February 2005. Luskville, Quebec, Canada Director Since: January, 2009 Age: 80 Independent Public Company Directorships - 2025 Annual Meeting votes in favour: 99.71 % Board/Committee Memberships Fiscal 2025 Attendance Board of Directors 13 of 13 100% Human Resources and Governance Committee (Co-Chair) 5 of 5 100% Securities Held Fiscal Year Class A Voting Shares (#) Class B Non-Voting Shares (#) DSUs (#) Total Shares, DSUs (#) Total Shares, (1) DSUs ($) Meets Share Ownership Guidelines (2) 2025 ̶ 21,042 139,830 160,872 14,478 Yes 2024 ̶ 21,042 139,830 160,872 22,522 Yes Charmaine Crooks, C.M, B.A Ms. Crooks is a corporate director and President of NGU Consultants Inc., a consultancy and management firm. Ms. Crooks is a five-time Canadian Olympian, entrepreneur and community leader and serves as a member of the Board of Directors of Tribe Property Technologies Inc. Ms. Crooks is a Member of the Order of Canada, a Member of the Order of British Columbia, and a graduate of the University of Texas at El Paso. Vancouver, British Columbia, Canada Director Since: March, 2022 Age: 64 Independent Public Company Directorships Tribe Property Technologies Inc. 2025 Annual Meeting votes in favour: 99.71 % Board/Committee Memberships Fiscal 2025 Attendance Board of Directors 13 of 13 100% Human Resources and Governance Committee 5 of 5 100% Securities Held Fiscal Year Class A Voting Shares (#) Class B Non-Voting Shares (#) DSUs (#) Total Shares, DSUs (#) Total Shares, (1) DSUs ($) Meets Share Ownership Guidelines (2) 2025 ̶ ̶ 256,978 256,978 23,128 On track to meet within 5 years 2024 ̶ ̶ 164,587 164,587 23,042 On track to meet within 5 years Mark Hollinger, BA, J.D. Mr. Hollinger was an executive at Discovery, Inc. for 24 years, serving as the President and CEO of Discovery Networks International, Chief Operating Officer, General Counsel, and head of international business development. Mr. Hollinger also served on the board of Impact(ed) International, a non-profit focused on media-based educational opportunities in developing countries. Prior to joining Discovery, Mr. Hollinger practiced entertainment law at the New York law firm Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Hollinger is a graduate of Colgate University and obtained his law degree from the Yale Law School. Washington, DC, USA Director Since: July, 2014 Age: 66 Independent Public Company Directorships - 2025 Annual Meeting votes in favour: 99.71 % Board/Committee Memberships Fiscal 2025 Attendance Board of Directors (Independent Lead Director) 13 of 13 100% Human Resources and Governance Committee (Co-Chair) 5 of 5 100% Audit Committee 4 of 4 100% Securities Held Fiscal Year Class A Voting Shares (#) Class B Non-Voting Shares (#) DSUs (#) Total Shares, DSUs (#) Total Shares, (1) DSUs ($) Meets Share Ownership Guidelines (2) 2025 ̶ 37,000 48,013 85,013 7,651 Yes 2024 ̶ 37,000 48,013 85,013 11,902 Yes Barry L. James, B. Comm, FCPA, FCA, ICD.D Mr. James is President of Barry L. James Advisory Services Ltd., a private consulting firm. Mr. James was a partner of PricewaterhouseCoopers and retired after 36 years with the firm. He became a partner in the tax practice in 1989 and subsequently became a partner in the audit group. Mr. James was Office Managing Partner in Edmonton for 10 years. A Chartered Professional Accountant (CPA, CA) since 1983, Mr. James is also a Fellow of the Chartered Professional Accountants Alberta. He currently serves as a member of the Board of Directors and Chair of the Audit Committee of AutoCanada Inc. Mr. James was formerly Vice Chair of the Board of Directors, Chair of the Audit Committee, and a member of the Risk Committee of ATB Financial. He was also a prior member of the Board of Directors, Chair of the Audit Committee, and member of the Independent Committee at Melcor REIT and Chair of the Provincial Audit Committee of the Government of Alberta. Mr. James is a graduate of the University of Alberta School of Business and the Institute of Corporate Directors. Edmonton, Alberta, Canada Director Since: January, 2014 Age: 67 Independent Public Company Directorships AutoCanada Inc. 2025 Annual Meeting votes in favour: 99.71 % Board/Committee Memberships Fiscal 2025 Attendance Board of Directors 13 of 13 100% Audit Committee (Chair) 4 of 4 100% Securities Held Fiscal Year Class A Voting Shares (#) Class B Non-Voting Shares (#) DSUs (#) Total Shares, DSUs (#) Total Shares, (1) DSUs ($) Meets Share Ownership Guidelines (2) 2025 ̶ 126,811 49,586 176,397 15,876 Yes 2024 ̶ 126,811 49,586 176,397 24,696 Yes Margaret O'Brien, BSc, CPA, CA Ms. O'Brien is a corporate director. She is an entertainment industry veteran with over 20 years of experience as a senior executive in both corporate and operating roles. Ms. O'Brien previously held several progressive positions at Entertainment One (eOne), including most recently, Chief Corporate Development and Administration Officer following her role as Chief Operating Officer and President, Canada of eOne's television group. Ms. O'Brien is a Chartered Professional Accountant (CPA, CA) and has a Bachelor of Science from the University of Western Ontario. Toronto, Ontario, Canada Director Since: March, 2022 Age: 60 Independent Public Company Directorships - 2025 Annual Meeting votes in favour: 99.71 % Board/Committee Memberships Fiscal 2025 Attendance Board of Directors 13 of 13 100% Human Resources and Governance Committee 5 of 5 100% Audit Committee 4 of 4 100% Securities Held Fiscal Year Class A Voting Shares (#) Class B Non-Voting Shares (#) DSUs (#) Total Shares, DSUs (#) Total Shares, DSUs ($) Meets Share Ownership Guidelines (2) 2025 ̶ ̶ 474,473 474,473 42,703 On track to meet within 5 years 2024 ̶ ̶ 301,377 301,377 42,193 On track to meet within 5 years Heather A. Shaw, BComm, MBA Ms. Shaw is a corporate director. Ms. Shaw was the Executive Chair of Corus and held the position from Corus' inception in September 1999 until May 2025. Ms. Shaw holds a Bachelor of Commerce degree from the University of Alberta and an MBA from the Ivey Business School, University of Western Ontario. Ms. Shaw is a director of several private companies and past Director of Shaw Communications Inc. and Shawcor Ltd. Ms. Shaw is a Director of Shaw Family Foundation, a philanthropic organization founded in 1970. Ms. Shaw is the founder and Managing Director of The Shawana Foundation, a Calgary-based philanthropic organization. Ms. Shaw is a member of the Board of Governors of Glenbow-Alberta Institute. Calgary, Alberta, Canada Director Since: September, 1999 Age: 66 Non-Independent Public Company Directorships - 2025 Annual Meeting votes in favour: 99.71 % Board/Committee Memberships Fiscal 2025 Attendance Board of Directors (Non-Executive Chair) 12 of 13 92.3% Securities Held Fiscal Year Class A Voting Shares (#) Class B Non-Voting Shares (#) (3) DSUs, RSUs (#) Total Shares, (4) DSUs, RSUs (#) Total Shares, DSUs, RSUs (1) ($) Meets Share Ownership Guidelines (2) 2025 4,000 4,299,882 203,561 4,507,443 307,910 Yes 2024 4,000 4,299,882 714,690 5,018,572 550,530 Yes Julie M. Shaw, BSD, ICD.D Ms. Shaw is a corporate director. Ms. Shaw was the Vice Chair of Corus and held the position from April 2008 until May 2025. Ms. Shaw is a graduate of the Institute of Corporate Directors and holds a Bachelor of Design Science degree from Arizona State University. Ms. Shaw is a Director and Chair/President of Shaw Family Foundation, a philanthropic organization founded in 1970. Ms. Shaw is the founder and Managing Director of The Jules Foundation, a Calgary-based philanthropic organization. Calgary, Alberta, Canada Director Since: September, 1999 Age: 64 Non-Independent Public Company Directorships - 2025 Annual Meeting votes in favour: 99.71 % Board/Committee Memberships Fiscal 2025 Attendance Board of Directors 11 of 13 84.6% Securities Held Fiscal Year Class A Voting Shares (#) Class B Non-Voting Shares (#) DSUs (#) Total Shares, (5) DSUs (#) Total Shares, DSUs (1)(5) ($) Meets Share Ownership Guidelines (2) 2025 4,800 2,169,776 832,675 3,007,251 193,214 Yes 2024 4,800 2,169,776 571,805 2,746,381 264,034 Yes (1) The total value of the Shares, DSUs and RSUs, as applicable, held in fiscal 2025 is calculated based on the TSX closing share price of $0.09 as at August 31, 2025, and in fiscal 2024 is calculated on the TSX closing share price of $0.14 as at August 31, 2024. (2) The share ownership threshold value is calculated at the higher of the current share price or the cost base of the Company's shares or DSUs. (3) RSUs held by Ms. H. Shaw were issued pursuant to the Company's RSU plan (defined below) and DSUs held by Ms. H. Shaw were previously issued pursuant to the Company's DSU plan for senior management (the " DSU Plan "). Ms. H. Shaw retired as Executive Chair of the Company on May 31, 2025, and no longer held DSU Units as at August 31, 2025. (4) At the end of fiscal 2025, Heather A. Shaw beneficially owned or controlled 2,000 Class A Voting Shares and 3,215,665 Class B Non-Voting Shares (2,932,440 of such Class B Non-Voting Shares were under the control or direction of SFLT). Certain associates of Ms. H. Shaw, beneficially own, directly or indirectly, an additional 2,000 Class A Voting Shares and 1,084,217 Class B Non-Voting Shares (including certain Class B Non-Voting Shares over which SFLT exercises control or direction). The equity value of Ms. H. Shaw's holdings in fiscal 2025 and 2024 excludes 2,000 Class A Voting Shares and 1,084,217 Class B Non-Voting Shares over which associates of Ms. H. Shaw exercise control or direction. This information is included solely to provide additional disclosure to shareholders. Please see " Proxy Solicitation - Who can vote ?" for additional information. (5) At the end of fiscal 2025, Julie M. Shaw beneficially owned or controlled 2,400 Class A Voting Shares and 1,311,749 Class B Non-Voting Shares (1,300,438 of such Class B Non-Voting Shares were under the control or direction of SFLT). Certain associates of Ms. J. Shaw, beneficially own, directly or indirectly, an additional 2,400 Class A Voting Shares and 858,027 Class B Non-Voting Shares (including certain Class B Non-Voting Shares over which SFLT exercises control or direction). The equity value of Ms. J. Shaw's holdings in fiscal 2025 and 2024 excludes the 2,400 Class A Voting Shares and 858,027 Class B Non-Voting Shares over which associates of Ms. J. Shaw exercise control or direction. This information is included solely to provide additional disclosure to shareholders. Please see " Proxy Solicitation - Who can vote ?" for additional information. COMMUNICATION WITH SHAREHOLDERS The Board believes it is important to have constructive engagement with the Company's shareholders and has established multiple ways to facilitate constructive engagement. Shareholder Engagement Policy The Board has adopted a Shareholder Engagement Policy to facilitate engagement with the Company's shareholders. Shareholders can refer to the Corporate Governance section of the Company's website at https://www.corusent.com/investor-relations/governance/governance-documents for more information. Board of Directors Shareholders may contact the Board at [email protected] or through other methods outlined in the Company's Shareholder Engagement Policy. The independent lead director (the "Independent Lead Director") or his or her designate may communicate from time to time with shareholders, regulators, rating agencies, and corporate governance-focused coalitions in connection with governance-related matters. All such communications are reported to the Board no later than its next regularly scheduled meeting. Senior Management Senior management of the Company is principally responsible for shareholder communications and engagement, and the Company's Chief Executive Officer and (Interim) Chief Financial Officer (the " CEO and CFO ") is the Company's official spokesperson. The CEO and CFO, the Director of Investor Relations and members of senior management engage, as appropriate, with financial analysts, institutional investors, shareholders and other stakeholders. Shareholders can contact senior management through Investor Relations at [email protected] and can refer to the Company's Investor Relations website at www.corusent.com/investor-relations/events-and-presentations for more information on upcoming presentations and engagements. Investor and Shareholder Relations The Company provides shareholder resources, including analyst coverage information, annual and interim financial information, as well as information about sustainability and governance. Shareholders can contact the Investor Relations team at [email protected] and can refer to the Company's Investor Relations website at www.corusent.com/investor- relations/events-and-presentations for more information on upcoming presentations and engagements. The Company also engages with shareholders, either directly or through its transfer agent, on matters related to annual meeting materials, dividend payments (if applicable), tax receipts, and the management, and escalation of shareholder inquiries and complaints. Events and Broadcasts Management conducts live webcasts of quarterly earnings release conference calls that are accessible to shareholders and other interested parties. The Company's shareholders' meeting is also available by webcast and registered shareholders, and non-registered shareholders who have duly appointed themselves as proxyholder, may submit questions through the webcast. Archived events and webcasts are available at https://www.corusent.com/investor-relations/events-and-presentations . CORPORATE GOVERNANCE PRACTICES The Board regularly reviews its governance processes and practices as part of its activities to effectively oversee management and the Board's business affairs, and to confirm its governance framework meets regulatory requirements and reflects evolving best practices. The Board is committed to the principle that sound corporate governance practices are important to the proper functioning of the Company and the enhancement of the interests of its shareholders. The Company believes its governance processes and practices are consistent with all applicable Canadian Securities Administrators' corporate governance guidelines, TSX corporate governance rules, and other disclosure requirements. CHARTERS AND ROLE DESCRIPTIONS The Board is responsible for the stewardship of the activities and affairs of the Company. To assist the Board in fulfilling its obligations, the Board has adopted a written Charter, which is attached to this Circular and available on the Company's website at www.corusent.com/investor-relations/governance/governance-documents . The Human Resources and Governance Committee (" HRGC ") reviews this Charter at least every two years and recommends any changes for approval by the Board. The Board fulfills its duties and responsibilities both directly and by delegating some of these responsibilities to its committees. To further delineate its responsibilities, the Board has adopted an authorization policy under which it delegates certain decisions to management. This policy provides guidance to the Board and management on matters requiring Board approval, including major capital expenditures, acquisitions, investments, and divestitures. The Board has approved written role descriptions for the Independent Lead Director and each of the Committee Chairs. The HRGC reviews each of these role descriptions at least every two years and recommends any changes for approval by the Board. Each of these role descriptions is available on the Company's website at https://www.corusent.com/investor-relations/governance/governance-documents . The Company has developed a written position description for the CEO. The HRGC reviews this description and mandate on an annual basis and recommends any changes for approval by the Board. The HRGC also recommends annual strategic business objectives for the CEO for approval by the Board. The HRGC and the Board review CEO performance against these objectives at least annually through formal discussions and a CEO performance assessment is completed annually by directors, along with a self-evaluation form from that executive. NOMINATION OF DIRECTORS The HRGC is responsible for considering director (including Independent Lead Director) nominees for recommendation to the full Board as well as reviewing and recommending changes in the role, composition, and structure of the Board and its committees. All members of the HRGC are independent. The directors, the CEO and CFO, and the Company's senior management, as well as external professional search organizations, identify additional candidates for consideration by the HRGC. One or more members of the HRGC, as well as members of management and the Board, conduct interviews of potential candidates. To encourage an objective nomination process, the HRGC reviews the Board competencies grid to determine if any gaps exist that might be filled by the candidates under consideration. The candidates' backgrounds are also examined to determine whether there are any interlocking directorships with current directors. When recruiting new directors, the HRGC considers candidates on merit, considering: the vision and business strategy of the Company; the skills and competencies of the current directors and the existence of any gaps; and the attributes, knowledge, and experience new directors should have in order to best advance the Company's business plan and strategies. Consistent with the Board Diversity Policy, the HRGC takes into consideration multiple aspects of diversity, including functional expertise, business experience (including financial skills and literacy), knowledge, education, geographical background, and personal attributes (such as age, gender, ethnicity, and persons who self-identify as women, racialized persons, Indigenous peoples, persons with disabilities and 2SLGBTQ+) with a view to enabling the Board to benefit from a broader exchange of perspectives made possible by diversity of thought, background, skills, and experience. DIRECTOR INDEPENDENCE The Board is proposed to be comprised of seven directors (all of whom are Director Nominees for election at the Meeting), of which a majority (five) are independent. A director is independent if they have no direct or indirect material relationship with the Company, in accordance with National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators. The independent Director Nominees are Fernand Bélisle, Charmaine Crooks, Mark Hollinger (Independent Lead Director), Barry James, and Margaret O'Brien. The two non-independent Director Nominees are Heather Shaw (director of SFLT) and Julie Shaw (director of SFLT). Voting control of the Company is held by SFLT and its subsidiaries. The sole trustee of SFLT is a private company controlled by a board comprised of seven directors, including Heather Shaw, Julie Shaw, two other members of the Shaw family, and three independent directors. As at January 16, 2026, SFLT and its subsidiaries held 2,885,530 Class A Voting Shares, representing approximately 86% of the outstanding Class A Voting Shares, for the benefit of descendants of the late JR Shaw and Carol Shaw. See " Voting Shares and Principal Holders Thereof ". The Board appoints an Independent Lead Director annually after each annual meeting of shareholders. The Independent Lead Director is appointed to address any issues or comments that a director may have in relation to the independence and overall functioning of the Board and its committees. The role description of the Independent Lead Director, which sets out additional functions and responsibilities of this position, is available on the Company's website at https://www.corusent.com/investor-relations/governance/governance-documents . Please see the " Director Nominees " section of this Circular for a list of any other public directorships held by the Director Nominees as well as each Director Nominee's fiscal 2025 attendance record for all Board and (if applicable) committee meetings. INDEPENDENT DIRECTOR AND IN-CAMERA MEETINGS The independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. Additionally, at each regularly scheduled meeting of the Board and its committees, in-camera meetings are also scheduled. The Independent Lead Director serves as Chair of the Board during in-camera sessions and the meetings of independent directors. The independent chair of each committee also conducts an in-camera session at all regularly scheduled committee meetings. At in-camera meetings, advisors or members of management may be invited to attend certain portions, at the discretion and invitation of the committee or Board. Open and candid discussion among directors is encouraged during all in-camera sessions and they are provided with an opportunity to express their views on topics before key decisions are made. Since 2024 (including in fiscal 2025), independent directors of the Board, operating as a sub-committee, met with greater frequency to execute a mandate to identify and establish an optimal and sustainable capital structure for the Company. As such, the Board led a comprehensive strategic review (" Strategic Review "), with the assistance of leading financial and legal advisors, of the viability of various financing, sale, or restructuring options available to the Company, which culminated in the proposed recapitalization transaction announced on November 3, 2025 (the " Recapitalization Transaction " or the " Proposed Transaction "). INTERLOCKING DIRECTORSHIPS The Company recognizes that the Board can benefit when a director also serves on the board of directors of another company, so long as such service does not conflict with the Company's interests. Under the Company's Corporate Governance Guidelines, generally, each non-management director is expected to hold no more than three public company directorships in total but may hold up to a total of five public company directorships with the prior approval of the Board following a review and recommendation by the HRGC, as required. Additional general guidelines include: each director who is also an employee of the Company should not hold more than one such directorship (in addition to service on the Board); and three public company audit committee memberships for a single director is the limit unless approved by both the Chair of the Audit Committee and the Chair of the Board. As at January 16, 2026, no directors served together on any board of directors of other publicly traded companies. SKILLS AND EXPERIENCE At all times, it is important that the Board includes members who collectively bring a broad range of business and strategic experience and expertise to enable the Board to effectively carry out its mandate. The HRGC and the Board consider the key competencies and experience that they believe are necessary for the Board, as a whole, to possess in order to be an asset to the Company and fulfil its responsibilities. In addition, the Board strives to constitute each committee with directors with a mix of experience, expertise, and perspectives that enables the committee to carry out its responsibilities. The following table shows the key competencies and experience that the Director Nominees have indicated they bring to the Board. The HRGC reviews the areas indicated by Director Nominees and the rationale provided for their selections and is satisfied that the nominees possess skills in those areas. Skills & Experience Matrix Fernand Bélisle Charmaine Crooks Mark Hollinger Barry James Margaret O΄Brien Heather A. Shaw Julie M. Shaw Enterprise Management ✓ ✓ ✓ ✓ ✓ Business Development, M&A, Strategy ✓ ✓ ✓ ✓ ✓ ✓ ✓ Financial Literacy ✓ ✓ ✓ ✓ ✓ ✓ ✓ Financial or Accounting Expertise (1) ✓ ✓ ✓ ✓ Corporate Governance ✓ ✓ ✓ ✓ ✓ ✓ ✓ Change Management ✓ ✓ ✓ ✓ ✓ Operations ✓ ✓ ✓ ✓ Health, Safety & Environment Management ✓ ✓ ✓ Global Management Experience ✓ ✓ ✓ ✓ Human Resources ✓ ✓ ✓ ✓ ✓ Risk Evaluation/Management ✓ ✓ ✓ ✓ ✓ ✓ ✓ Legal and Regulatory ✓ ✓ ✓ ✓ Sales and Marketing ✓ ✓ ✓ Industry Experience (Media/Digital/Technology) ✓ ✓ ✓ ✓ ✓ ✓ Non-Profit/Education/Philanthropic ✓ ✓ ✓ ✓ ✓ ✓ ✓ (1) Financial Expertise refers to a director who has advanced foundations in finance and accounting from a board-level perspective, beyond financial literacy (for example interprets financial reports and financial statements, can implement a desired capital structure, apply valuation techniques, make M&A decisions and oversee risk). ORIENTATION AND CONTINUING EDUCATION The HRGC is responsible for establishing orientation and education programs for new directors and providing continuing education for existing directors. New directors typically attend a full day, interactive orientation session and facility tour at which various members of management provide an overview of the Company's strategy, business segment operations, finances, technologies, regulatory operating environment, and corporate structure. All Board members also receive a detailed Director's Manual, which includes materials such as the charters of the Board and its committees, corporate and operational information, annual continuous disclosure filings, industry regulatory framework, and key corporate governance policies, including the Company's Code of Business Conduct (the " Code "), Insider Trading Guidelines, and Disclosure Policy. The Board believes that continuing education is important for the development of the Board as a whole and for each individual director. The HRGC, in partnership with the Non-Executive Chair, reviews, approves, and reports to the Board on plans for the ongoing development and education of existing Board members. As part of this ongoing education, management gives regular presentations and provides topical literature from external experts to the Board and its committees. The Company also maintains an online portal through which directors can access an archive of Board materials dating back several years, including strategic plans, operating plans, and prior board education sessions. Directors identify topics for continuing education through discussions at Board and committee meetings. The Company and the majority of its directors are members of the Institute of Corporate Directors (" ICD "). The Company pays for the cost of this membership, which provides access to publications and events for directors to enhance their knowledge of directors' responsibilities and governance trends. In addition, with pre-approval, directors may be reimbursed, up to a lifetime maximum of $7,500, for external educational programs to assist in their development as a director of the Company. ASSESSMENT OF EFFECTIVENESS The HRGC is responsible for facilitating the evaluation of the effectiveness of the committees, directors and the Board as a whole on a biennial basis and recommending any changes to enhance this effectiveness to the Board. In furtherance of this mandate, the HRGC conducts an assessment to review strengths and opportunities for improvement for the HRGC. It is also the responsibility of the Non-Executive Chair of the Board to ensure effective operation of the Board in fulfilling its mandate. The Non-Executive Chair of the Board discusses the mandate and functioning of each committee directly with the respective Chair of each committee. Recommendations from the committees regarding their effectiveness are then reviewed with the HRGC. ETHICAL BUSINESS CONDUCT The Code applies to all of the Company's employees, officers, and directors and outlines the responsibilities, guidelines, and ethical standards that all Company team members are expected to observe, including guidance and the disclosure requirements for actual or potential conflicts of interest. The Company has established an Ethics and Conduct Office as an avenue to intake concerns under the Code and to oversee investigations. The Code is available on the Company's website at www.corusent.com/investor-relations/governance/governance-documents and on the Company's SEDAR+ profile at www.sedarplus.ca . The Company's Raising Concerns Policy, which is reviewed as required or advisable by the Board or its committees, sets out the procedures for employees, representatives, and business partners to report actual, potential or suspected violations of the Code, applicable laws, and applicable audit practices and accounting standards, among other things. Reports are investigated in accordance with the Raising Concerns Policy as they occur and are reviewed quarterly by the Audit Committee and the HRGC. It also offers a third-party hosted alert line option where concerns about or under the Code can be raised anonymously, at any time, by phone or online. A copy of the Raising Concerns Policy is available on the Company's website at https://www.corusent.com/investor-relations/governance/governance-documents . Waivers of the Code are generally not granted and there were no waivers of the Code in fiscal 2025. All directors and officers of the Company confirm that they have read and are in compliance with the Code on an annual basis. This process is monitored by the HRGC through an annual report, which includes a review of any issues arising from non-compliance with the Code. The Company has a Related Party Transactions Policy, which is reviewed by the HRGC on an annual basis. Any changes to this policy are recommended to the Board for approval. The HRGC conducts a quarterly review of certain transactions and agreements involving the Company and its directors, officers, shareholders, and other related parties. If a director or executive officer has a material interest in any transaction or agreement with the Company, they do not participate or otherwise interfere with any decisions made by the Company. In fiscal 2025, the independent directors met to, among other things, consider potential Strategic Review alternatives, receive financial and legal advice regarding the Recapitalization Transaction, review and evaluate the terms of the Recapitalization Transaction and related agreements, and determine what recommendation to make to the Board with respect to the Recapitalization Transaction. In addition to the Code, the Company has adopted various other policies and procedures to encourage and promote a culture of ethical business conduct, including the Company's Disclosure Controls and Procedures, Disclosure Policy, Respect and Safety in the Workplace Policy, Privacy Policy and Insider Trading Guidelines, which govern the conduct of employees, officers and directors. COMMITMENT TO DIVERSITY, EQUITY AND INCLUSION Diversity, Equity and Inclusion Mission and Vision The Company's Diversity, Equity and Inclusion (" DEI ") plan is built on a mission to value and actively involve the full range of what makes people unique, addressing biases and barriers to level the playing field, so the Company can create a strong and innovative company where amazing people thrive . Further information and Corus' Sustainability Report is available on the Company's website at www.corusent.com/sustainability-at-corus . Specifically, as it relates to DEI, the Company is working towards becoming: A group of people that is as diverse as the communities in which we operate, and the audiences we serve; A place where people have full opportunity to show their unique value and develop their potential; and A culture where we stand up for each other and actively work to challenge our biases and barriers. The Company has a DEI team that report into the Chief Administrative Officer, Chief Legal Officer and Corporate Secretary (the " CAO and CLO ") that focuses on workplace and diversity. The DEI team works in collaboration with management, the DEI Council, the Company's Employee Resource Groups, the People and Communications teams, and other members of the Company. The Company's broadcasting assets in radio and television are also federally regulated by statute and by related policies governing on-air depiction and employment diversity. Board Diversity Corus values the benefits diversity brings to its Board and believes that a diverse and inclusive culture promotes better corporate governance. The Board recognizes and embraces the benefits of diverse representation in its membership as a competitive advantage, which is in keeping with the Company's commitment to DEI at all levels of its workforce. Highly qualified directors and executive leaders who reflect the diversity of the Company's employees and the communities where it operates bring broader perspectives and experience to deepen the Company's insight, enhance innovation, and accelerate growth. When identifying and considering qualified candidates from the "designated groups" discussed below and for Board composition, the HRGC follows Corus' Board Diversity Policy and is guided by Corus' values. The Board Diversity Policy's objective is to foster a Board that is reflective of the diverse communities Corus serves and sets out considerations for board composition, any specific targets, ongoing assessments and reporting. In furtherance of the Board Diversity Policy, the HRGC regularly reviews the diversity of the Board members. The HRGC takes into consideration multiple aspects of diversity, including functional expertise, business experience (including financial skills and literacy), knowledge, education, geographical background, and personal attributes such as age, gender, ethnicity, and persons who self-identify as women, racialized persons, Indigenous peoples, persons with disabilities, and 2SLGBTQ+ (" designated groups "), while recognizing that the Board is comprised of a limited number of individuals. Under the Board Diversity Policy, Corus has adopted targets for representation of women or non-binary persons and seeks to maintain that at least 1/3 of Board members be comprised of individuals who self-identify as women or non-binary. In the event of a vacancy on the Board, it endeavours to return to this target within two years. No additional targets have been set for representation of other designated groups due to the existing size and composition of the Board and reliance on self-reporting. Four Director Nominees identify as women, representing 57% of the Board's composition. One Director Nominee identifies as a member of a visible minority, representing 14% of the Board's composition. To the Company's knowledge, no Director Nominee has identified as Indigenous or as a person with a disability. The Board has not adopted formal term limits for Board members but aims to ensure that there is an appropriate balance of longer-term, experienced directors who have in-depth knowledge of the business and newer directors who can bring fresh ideas and perspectives to the stewardship of the Company. The Board believes that this philosophy is more effective than term limits as it ensures there is continuity from strong long-term contributors while at the same time providing a mechanism for Board renewal. The term length of the Director Nominees represents a mix of tenure and experience: two directors have served on the Board for two to five years; and five directors have served on the Board for seven years or more. Management Diversity In addition to Board diversity, the Company understands the benefits of a diversified workforce. The Company has a DEI strategy in place to promote gender diversity at the senior leadership and executive officer level, with an increased focus in recent years on the representation of other designated groups. This strategy is grounded in the Company's policies such as the Respect and Safety in the Workplace Policy, the Code and its DEI guidelines, and has encouraged diversity in the workforce, particularly with respect to the development and recruitment of women. The Company's senior management, which is comprised of the Senior Leadership Team (" senior management " or the " SLT "), includes: four individuals who have identified as women, representing 57% of senior management; one individual who has identified as a visible minority, representing 14% of senior management; one individual who has identified as a person with disabilities, representing 14% of senior management; and no individuals who have identified as Indigenous or 2SLGBTQ+. Senior management of the Company's major subsidiaries, which is comprised of all officer level positions of Corus Media Holdings Inc. and Corus Sales Inc. (" major subsidiary senior managemen t"), includes three individuals who have identified as women, representing 60% of major subsidiary senior management; one individual who has identified as a visible minority, representing 20% of major subsidiary senior management; one individual who has identified as a person with disabilities, representing 20% of a major subsidiary senior management; and no members have identified as Indigenous or 2SLGBTQ+. In identifying and considering potential candidates for senior management, the Board considers factors such as years of service, regional background, merit, experience, and qualifications. In addition, the diversity of the Company's senior management is driven by other factors, some of which are outside of the control of the Company, including the level of staff turnover, the times at which hiring and promotion opportunities arise, and the available pipeline of candidates. In addition, the senior leadership of the Company, which is comprised of vice-president level positions and higher (excluding senior management) (" senior leadership "), includes: 12 individuals who have identified as women, representing 46% of senior leadership; four individuals who have identified as a visible minority, representing 15% of senior leadership; and one individual who has identified as a person with disabilities, representing 4% of senior leadership; and no members have identified as Indigenous or 2SLGBTQ+. Information above regarding senior management, major subsidiary senior management, senior leadership and the Board is provided as at August 31, 2025. The Company commits to striving for workforce composition that reflects the Canadian population. This commitment applies to the Corus workforce overall, as well as Corus leadership. When making senior management appointments, the Company is committed to promoting diversity (including diversity of designated groups) among its senior management and leadership. To this end, while the Company has not set specific targets for gender or other designated groups in senior leadership positions, it does consider the level of representation of each designated group and the other indicators of diversity, outlined above, when deliberating on hires and promotions regarding senior management and leadership positions. The Company is committed to ensuring that it attracts and retains highly qualified and experienced directors and senior management and recognizes that diversity is an important consideration in creating and maintaining an effective Board and senior management team. REPORTS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES The Board fulfills its role directly and through committees to which it delegates certain responsibilities. The Board has established two committees: the Audit Committee and the HRGC. In fiscal 2025, independent directors of the Board, operating as a sub-committee, met with greater frequency to help oversee and provide guidance to management as part of the Company's and Board's Strategic Review, which led to the proposed Recapitalization Transaction. The following reports summarize the key activities of the Board and its committees in fiscal 2025. Report of the Board of Directors Non-Executive Chair of the Board of Directors: Heather Shaw; Independent Lead Director: Mark Hollinger As part of fulfilling its mandate, in fiscal 2025, the Board: Oversaw CEO transition and appointment of new, sole CEO Oversaw the Strategic Review that led to the proposed Recapitalization Transaction Reviewed the Company's plans for expense reductions and balance sheet management Reviewed the Company's distribution, digital and content strategies, technology and infrastructure initiatives, and the implications of the regulatory, economic, and political environment Received regular reporting, and provided input, on the Company's continued execution of key activities against its stated target of revenue growth Received reporting on the Company's progress on its DEI action plan and activities Reviewed quarterly enterprise risk dashboards and reports Received regular reports from the Audit Committee on the Company's cybersecurity program Received regular reporting from the HRGC on its oversight of the Company's conduct risk and reporting, including approving updates to related policies On the recommendation of the Audit Committee, approved the interim and annual consolidated financial statements, accompanying management's discussion and analysis, and earnings news releases on quarterly and annual results Summary of Board and Committee Meetings for Directors in Fiscal 2025 Board / Committee Meetings Number of Meetings Held In-Camera Sessions Held Board 13 7 Board - Independent Directors* 6 6 Audit Committee 4 4 Human Resources and Governance Committee 5 4 Total Number of Meetings Held 28 21 *These denote the number of independent directors' meetings held as part of regularly scheduled Board meetings. As noted above, independent directors held additional meetings, as required, throughout the year to oversee and conduct the Strategic Review. The Board or its committees received education or conducted deep dives on the topics noted below: The Company's strategic and operating plans for fiscal 2025 and for the future Emerging trends and risks with respect to cyber threats and security Labour relations and regulatory and legal frameworks Corporate governance and best practices for boards Strategic and balance sheet management actions and opportunities Streaming and digital platform trends, competitive landscape and opportunities Advertising trends and opportunities Audience trending, partnerships and content supply and availability Trends and market practices in respect of executive compensation Report of the Human Resources and Governance Committee Co-Chairs: Mark Hollinger, Independent Lead Director, and Fernand Bélisle Members: Mark Hollinger, Fernand Bélisle, Charmaine Crooks, Margaret O'Brien All members of the HRGC are independent directors. As part of fulfilling its mandate, in 2025, the HRGC: Monitored the effective operation of the Board and its committees Received regular updates on the status and effectiveness of the conduct, risk and reporting programs, including approving updates to related conduct codes and policies and reporting on investigations and Alert Line reports Reviewed the skills and experience of the directors to satisfy itself that the Board continues to reflect the most relevant skills, experiences, and competencies Received updates on the status of reporting under Fighting Against Forced Labour and Child Labour in Supply Chains Act Received reports on evolving regulatory practices and legislative changes Received reports and engaged in discussions with senior management covering management's oversight of key risks, challenges, and mitigating actions Continued focus on ensuring Corus supports a culture which promotes accountability, promptly escalates and resolves issues, learns from past experiences, and encourages open communication and transparency on all aspects of risk taking Reviewed, and as required, approved related party transactions Monitored employee relations and labour relations matters Monitored the impact of business and operating initiatives on the Company's people and talent strategy Reviewed diversity, equity and inclusion strategy and initiatives Monitored results from surveys used to measure employee engagement, key findings and actions Helped oversee transition to a sole CEO, and changes to the SLT, including the review and recommendation of the performance objectives for the CEO, and recommending compensation to the Board for approval Discussed the performance of executive members of senior management and approved their compensation and retention plans Oversaw the talent management, succession planning, and organization design process Monitored the Company's approach to variable compensation plan design and governance, reviewed, and approved changes to the incentive plans to best reflect the intended principles of retention with appropriately balanced risk/reward Report of the Audit Committee Chair: Barry James Members: Barry James, Margaret O'Brien, Mark Hollinger All directors of the Audit Committee are independent. As part of fulfilling its mandate, in 2025, the Audit Committee: Oversaw the Company's annual and quarterly financial reporting process, including reporting under IFRS Reviewed information with respect to key controls over financial reporting, including reporting from the internal auditor and independent shareholders' auditors of the Company Received reports and engaged in discussions with senior management covering management's oversight of key risks, challenges, and mitigating actions, including review of quarterly enterprise risk dashboards and reports Received regular updates from Management on key controls and processes to satisfy itself that financial reporting is reliable and accurate; significant accounting policies, significant qualitative and quantitative judgments in accounting policies and estimates; and key strategic projects Received regular updates from the Company's internal auditor and external auditor on the status of their review and reporting relating to the effectiveness of the Company's internal control over financial reporting Oversaw the work of the Company's internal auditor and external auditor, including review of audit plans, and as applicable, associated fees Oversaw work related to balance sheet and liability management Received and reviewed reporting on any financial-related complaints investigations including reporting made through the Alert Line Conducted an annual review of the Company's external auditor, including in respect of: the auditor's independence, objectivity, and professional skepticism; quality of the engagement team; quality of the communications and interactions with the auditor; and quality of service provided. The Committee concluded that the results of the annual review of Ernst & Young LLP were satisfactory Pre-approved all engagements and fees with the independent shareholders' auditors (including any audit and non-audit services) Met regularly and independently with the internal and external auditors, including in-camera Reviewed updates from the independent shareholders' auditor on auditing and regulatory developments globally affecting auditors Reviewed the Company's cybersecurity program, including with respect to its ability to monitor and respond to potential cyber-attacks and in respect of training programs and simulation exercises DIRECTOR COMPENSATION The HRGC is responsible for reviewing and recommending the level of non-executive director compensation to the Board for approval. Director compensation is structured to compensate directors appropriately for their time and efforts and to align directors' interests with those of shareholders. All of the Company's directors devote considerable time to their duties. Directors often provide advice outside of meetings, continuously keep abreast of developments affecting the Company, and frequently identify opportunities for the Company. Directors must be attentive to the best interests of the Company at all times and are expected to maintain excellent meeting attendance records. The Company believes in a simple, easy to understand director compensation structure and, as such, directors are compensated on an annual basis to cover all aspects of their workload and responsibilities and a "flat fee" structure is applied. In recommending the compensation structure, the HRGC is guided by the following director compensation principles: Target total compensation near or at the 50 th percentile of the Company's benchmarking peer group. Apply a flat fee structure as this aligns with the changing role of directors and the continuous nature of their contributions and responsibility. Include the option to receive equity as compensation. Ensure the level of compensation is sufficient to attract and retain highly qualified directors with an appropriate mix of skills, expertise and experience. Align compensation to be reflective of the risks and responsibilities of being an effective director. In 2025, no changes were made to director compensation except to confirm the Non-Executive Chair fee given the retirement by Ms. H. Shaw from her position as Executive Chair on May 31, 2025. Director Compensation Schedule for Non-Executive Directors in Fiscal 2025 and Fiscal 2024 Retainers and Fee Schedule (1) Fiscal 2025 Fiscal 2024 Annual Board Retainer (all non-executive Directors) $85,000 $85,000 Board/Committee Meeting Attendance Fixed Annual Fee (all non-executive Directors) $25,000 $25,000 Independent Lead Director / Vice Chair / Non-Executive Chair (2) $10,000 $10,000 Audit Committee Chair Retainer $20,000 $20,000 Human Resources and Governance Committee Chair Retainer (Co-Chairs) $15,000 $15,000 Audit Committee Member Retainer $7,500 $7,500 Human Resources and Governance Committee Member Retainer $7,500 $5,000 (1) Directors may elect to receive their compensation in the form of DSUs, cash or a combination of the two. (2) Effective May 31, 2025, Ms. Julie Shaw retired from the position of Vice-Chair. Ms. Heather Shaw assumed the Non-Executive Chair position on June 1, 2025. The Company does not set aside funds for pension benefits or health costs and there are no retirement plans, mandatory retirement requirements or term limits in place for its non-executive directors. Furthermore, the Company does not provide compensation by way of options or non-equity incentive plans to its non-executive directors. Board members are reimbursed by the Company for reasonable expenses incurred in attending meetings of the Board and/or its committees. Directors' Deferred Share Unit Plan The Board has adopted the Directors' DSU Plan under which each director may elect to have their annual retainer(s) and attendance fees paid entirely in cash or up to 100% paid in DSUs under the terms of the Directors' DSU Plan. DSUs are accumulated on a quarterly basis by directors who participate in the Directors' DSU Plan. The number of DSUs that a director is entitled to receive in any particular quarter is based upon the percentage that the director has elected to receive in DSUs multiplied by one quarter of such director's annual retainer(s), meeting attendance fees, as applicable for the quarter, divided by the closing price on the TSX of the Class B Non-Voting Shares on the last trading day of the fiscal quarter. The value of a DSU when converted to cash is equivalent to the closing market value of the Company's Class B Non-Voting Shares on the TSX on the date of redemption. DSUs accrue notional dividends in the form of additional DSUs at the same rate as dividends (if any) on the Company's Class B Non-Voting Shares as if they were enrolled in the Dividend Reinvestment Plan (" DRIP "). The DSUs are redeemable in cash only upon the director ceasing to be a member of the Board, an employee, and/or an officer of the Company and its affiliates. Directors' Share Ownership Requirements Under the Company's director share ownership requirement, non-employee directors must acquire shares with a value equivalent to at least three times their annual retainer. DSUs are considered the equivalent of common shares for the purposes of this requirement. Directors have five years from their first election date to meet the share ownership requirement. Directors who are also officers of the Company are subject to separate share ownership requirements. The share ownership threshold value is calculated at the higher of the current share price or the cost base of the Company's shares. This threshold is to be retained thereafter during such director's term and may be revised by a change in the amount of the annual director's retainer. In the event that the retainer is increased so that the threshold is not met, the director is to acquire additional shares or their equivalent within one year. In the " Director Nominees " section of this Circular, information has been provided on the current shareholdings (of the Company) of each Director Nominee. Note that information as to shares beneficially owned by each Director Nominee or over which each Director Nominee exercises control or direction, directly or indirectly, not being within the Company's knowledge, has been furnished by the respective Director Nominees individually. Directors' Compensation for Fiscal 2025 The following table sets out total compensation amounts provided to the directors in fiscal 2025. Ms. Heather Shaw was an officer of the Company until May 31, 2025. Thereafter, she received only directors' fees, which totalled $30,000 for fiscal 2025. Director Name Fees Received in Cash Share-Based Awards - Fees Received in DSUs (1) Option-Based Awards Non-Equity Incentive Plan Compensation Pension Value All Other Compensation Total Fernand Bélisle $125,000 $ - $ - $ - $ - $ - $125,000 Charmaine Crooks $117,500 $ - $ - $ - $ - $ - $117,500 Mark Hollinger $142,500 $ - $ - $ - $ - $ - $142,500 Barry James $130,000 $ - $ - $ - $ - $ - $130,000 Margaret O'Brien $125,000 $ - $ - $ - $ - $ - $125,000 Julie Shaw $117,500 $ - $ - $ - $ - $ - $117,500 Total (2) $787,500 $ - $ - $ - $ - $ - $787,500 (1) Directors may elect to receive up to 100% of their remuneration in DSUs. The DSUs are credited to a director's DSU account based on the TSX closing price of the Class B Non-Voting Shares on the payment date. The amount shown reflects the aggregate of the amounts credited to DSU accounts, as applicable, on the dates for payment of directors' fees during fiscal 2025. (2) Excludes Ms. H. Shaw's director compensation. Outstanding Option-Based and Share-Based Awards (Directors Fees paid as DSUs) The following table sets out the value of all share-based awards granted by the Company to current non-executive directors that were outstanding as of August 31, 2025. Ms. Heather Shaw's option-based and share-based holdings are reflected in the Outstanding Option-Based and Share-Based Awards table as the Company has reported her as a NEO for part of fiscal 2025. Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Value of Unexercised In-The-Money Options Number of Shares or Units of Shares that have not Vested Market or Payout Value of Share-Based Awards that have not Vested Market or Payout Value of Vested Share- Based Awards (Fees) not Paid Out or Distributed (1) Fernand Bélisle $ - $ - $ - $ - $ - $ - $12,585 Charmaine Crooks $ - $ - $ - $ - $ - $ - $23,128 Mark Hollinger $ - $ - $ - $ - $ - $ - $4,321 Barry James $ - $ - $ - $ - $ - $ - $4,463 Margaret O'Brien $ - $ - $ - $ - $ - $ - $42,703 Julie Shaw $ - $ - $ - $ - $ - $ - $74,941 (1) Based on the TSX closing share price of $0.09 per Class B Non-Voting Share as at August 31, 2025. Reflects all cumulative fees paid to and notional dividends accrued by directors in the form of DSUs which have not been paid out as at August 31, 2025. These amounts are reflected in Canadian dollars. There are no vesting criteria for fees paid as DSUs to non-executive directors, as these DSUs are simply an elective form of payment. As such, the value vested in fiscal 2025 for DSUs held by each individual non-executive director is equivalent to their respective cumulative individual director's fees paid in the form of DSUs plus notional dividends accrued on the DSUs. The market value of all cumulative vested DSUs not paid out or distributed are then valued based on the TSX closing share price per Class B Non-Voting Share as at August 31, 2025. The non-executive directors, with the exception of Ms. H. Shaw who retired from her role as Executive Chair of the Company on May 31, 2025, have no outstanding option-based awards, nor have they received any form of non-equity incentive plan compensation up to and including August 31, 2025. COMPENSATION DISCUSSION AND ANALYSIS The following section discusses the Company's design of and approach to executive compensation as well as fiscal 2025 key performance accomplishments and decisions made in respect of the compensation of Named Executive Officers (" NEOs "). This Compensation Discussion & Analysis (" CD&A ") also provides additional detail on the Company's executive compensation program and approach to compensation governance. The Company's executive compensation program is designed to create alignment between compensation and the Company's performance against key financial performance indicators. Fiscal 2025 Key Performance Highlights The Company has a strategic framework comprised of strategic pillars with priorities and initiatives reflecting these pillars. The framework was first crea...

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