and
MANAGEMENT INFORMATION CIRCULARof
to be held
Tuesday, April 28, 2026at
10:00am(Eastern Standard Time)
Cutten Fields190 College Avenue East Guelph, Ontario
N1H 6L3
MANAGEMENT INFORMATION CIRCULAR TABLE OF CONTENTSNOTICE OF ANNUAL MEETING OF SHAREHOLDERS 4
VOTING INFORMATION AND GENERAL PROXY MATTERS 5
SOLICITATION OF PROXIES 5
APPOINTMENT AND REVOCATION OF PROXIES 5
EXERCISE OF DISCRETION BY PROXIES 6
NON-REGISTERED SHAREHOLDERS 6
RECORD DATE 7
VOTING SECURITIES AND PRINCIPAL HOLDERS 7
BUSINESS OF THE MEETING 9
PRESENTATION OF THE FINANCIAL STATEMENTS AND
THE REPORT OF THE AUDITOR 9
ELECTION OF DIRECTORS 9
ADDITIONAL DISCLOSURE RELATING TO DIRECTORS 11
RELEVANT EDUCATION AND EXPERIENCE 12
MEETINGS HELD AND ATTENDANCE OF DIRECTORS 13
AUDIT COMMITTEE 13
COMPENSATION COMMITTEE 13
NOTES ON SHAREHOLDINGS OF DIRECTORS (as at the date hereof) 14
COMPENSATION OF DIRECTORS 14
APPOINTMENT OF AUDITORS 14
FEES PAID TO KPMG 15
EXECUTIVE COMPENSATION 15
COMPOSITION OF THE COMPENSATION COMMITTEE 15
COMPENSATION RISK ASSESSMENT 15
ANTI-HEDGING POLICY 16
SALARY 16
INCENTIVE PROGRAMS 16
MANAGEMENT SHARE OPTION PLAN 17
PENSION PLAN 17
TERMINATION AND CHANGE OF CONTROL BENEFITS 18
MANAGEMENT CONTRACTS 18
DIRECTORS AND OFFICERS' LIABILITY INSURANCE 18
FIVE YEAR TOTAL SHAREHOLDER RETURN COMPARISON 19
INTERIM FINANCIAL STATEMENTS 20
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 20
STATEMENT OF CORPORATE GOVERNANCE PRACTICE 20
BOARD OF DIRECTORS 20
BOARD MANDATE AND POSITIONS 21
INDEBTEDNESS OF DIRECTORS AND OFFICERS 21
DIRECTORS' ORIENTATION AND EDUCATION 21
ETHICAL BUSINESS CONDUCT 21
NOMINATION OF DIRECTORS 22
TERM LIMIT AND RETIREMENT 22
DIVERSITY 22
ASSESSMENTS 23
INTEREST OF CERTAIN PERSONS AND CORPORATIONS IN MATTERS
TO BE ACTED UPON 23
GENERAL 24
HAMMOND MANUFACTURING COMPANY LIMITED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Shareholders of Hammond Manufacturing Company Limited (hereinafter called the "Corporation") will be held at the Cutten Fields, 190 College Avenue East, Guelph, Ontario on Tuesday, April 28, 2026, at the hour of 10:00 o'clock in the forenoon (local time) for the following purposes:to receive the Annual Report, including the financial statements for the period ending December 31, 2025, together with the report of the auditors thereon;
to elect directors of the Corporation (the "Directors");
to appoint KPMG LLP, Chartered Accountants, as the auditor of the Corporation (the "Auditor") and to authorize the Directors to fix the remuneration of the Auditor;
to transact all such further and other business as may properly come before the meeting or any adjournment thereof.
Only holders of Hammond Manufacturing Company Limited Class A Subordinate Voting Shares or Class B Common Shares of record at the close of business on March 24, 2026, will be entitled to vote at the Meeting, or any adjournments(s) or postponement(s) thereof.
Accompanying this notice is a Management Information Circular and an Instrument of Proxy which are required by the Ontario Business Corporations Act and should be carefully read and considered.
Shareholders who are unable or who are not expecting to be present in person at the meeting are requested to date, complete, sign and return to the address indicated, the instrument of proxy wherein persons selected by your directors are named as proxy holders. HOWEVER, IF ANY SHAREHOLDER CHOOSES TO APPOINT A PERSON OR PERSONS OTHER THAN THE ONES SO NAMED, THE NAME OF SUCH PERSON, WHO NEED NOT BE A SHAREHOLDER, SHOULD BE INSERTED IN THE BLANK SPACE PROVIDED FOR THIS PURPOSE AND THE OTHER NAMES STRICKEN.
Please indicate on the form of proxy how you want your vote recorded with respect to each of the items noted thereon by inserting an "X" in the appropriate box. UNLESS OTHERWISE INDICATED, YOUR SHARES WILL BE VOTED IN FAVOUR OF SUCH ITEMS.
Dated at Guelph, Ontario this 10th day of March, 2026.
By order of the Board of Directors of Hammond Manufacturing Company Limited
Alexander Stirling Executive VP and Corporate Secretary
VOTING INFORMATION AND GENERAL PROXY MATTERS
SOLICITATION OF PROXIESTHIS INFORMATION CIRCULAR IS FURNISHED TO THE SHAREHOLDERS OF HAMMOND MANUFACTURING COMPANY LIMITED (HEREINAFTER CALLED THE "CORPORATION") IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF THE CORPORATION FOR USE AT THE ANNUAL MEETING OF THE SHAREHOLDERS OF THE CORPORATION REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR TO BE HELD ON THE 28th DAY OF April, 2026 AT THE PLACE AND TIME AND FOR THE PURPOSES SET FORTH IN THE AFOREMENTIONED NOTICE AND AT ANY AND ALL ADJOURNMENTS THEREOF
(HEREINAFTER CALLED THE "MEETING"). It is expected that the solicitation of proxies by management will be primarily by mail. Proxies may also be solicited personally by regular employees, officers and directors of the Corporation at nominal cost. The cost of solicitation by management will be borne by the Corporation.
APPOINTMENT AND REVOCATION OF PROXIESThe persons named in the form of proxy enclosed are directors or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY), OTHER THAN THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY, TO REPRESENT THE SHAREHOLDER AT THE MEETING. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON OR COMPANY TO REPRESENT HIM AT THE MEETING MAY DO SO EITHER BY INSERTING SUCH PERSON'S OR COMPANY'S NAME IN THE BLANK SPACE PROVIDED IN THE ACCOMPANYING FORM OF PROXY AND STRIKING OUT THE NAMES OF THE PERSONS SPECIFIED OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED ON THE ACCOMPANYING FORM OF PROXY.
A shareholder, who has given a proxy, may revoke it either: (a) by signing or having an authorized attorney sign a proxy bearing a later date and delivering it in accordance with the printed instructions aforementioned; or (b) by signing or having an authorized attorney sign a written notice of revocation and by delivering it to the Corporation or an agent thereof prior to the Meeting or as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by handing it to the Chairman of the Meeting.
A person named as a proxy need not be a shareholder to vote the shares to be voted by the form of proxy in which he is named. THE NOTES PRINTED ON THE FORM OF PROXY ACCOMPANYING THE NOTICE OF MEETING SHOULD BE READ CAREFULLY AND THE INSTRUCTIONS SET OUT THEREIN FOLLOWED.
