Business
North West : 2026 Notice of Meeting and Management Information Circular – April 8 2026
North West : 2026 Notice of Meeting and Management Information Circular – April 8

About this update from North West Company Inc.
The North West Company Inc. Notice of Meeting and Management Information Circular for an Annual General and Special Meeting of Shareholders of The North West Company Inc. APRIL 8, 2026 The North West Company Inc. April 8, 2026 Dear Shareholder: You are invited to attend an annual general and special meeting (the "Meeting") of the shareholders of the common voting shares and variable voting shares of The North West Company Inc. ("North West") to be held virtually on Wednesday, June 10, 2026 at 11:30 a.m. (Central Time) via live video webcast online at https://meetings.lumiconnect.com/400-324-378-866 for the purposes set forth below. This year North West will hold its Meeting in a virtual-only format, which will be conducted via live webcast. At the Meeting, shareholders will have an equal opportunity to participate online regardless of their geographic location. This Notice of Meeting and Management Information Circular (the " Circular ") describes the business to be conducted at the Meeting, the resolutions to be voted upon and the voting process, and provides information on executive compensation and corporate governance at North West. We hope that you will take the time to read the Circular in advance of the Meeting as it provides background information that will help you exercise your right to vote on a number of important matters. We encourage you to exercise your vote by voting as outlined in the accompanying Circular. You can find our 2025 Annual Report, which includes our consolidated financial statements and the auditor's report to shareholders for the financial year ended January 31, 2026, and the Management's Discussion and Analysis, on our website at https://www.northwest.ca or on SEDAR+ at https://www.sedarplus.ca . At the Meeting, you will be asked to consider and vote upon: the election of the directors of North West, who will serve until the next annual general meeting of shareholders; the appointment of PricewaterhouseCoopers LLP as external auditor, who will serve until the next annual general meeting of shareholders, and to authorize the directors to set the auditor's compensation; an ordinary resolution to approve, with or without variation, an amendment to North West's amended and restated director deferred share unit plan, as further described in the Circular; and an advisory resolution on North West's approach to executive compensation. Finally, we would like to thank you for your continued support of North West. Sincerely, "Brock Bulbuck" "Daniel McConnell" Brock Bulbuck Chair of the Board Daniel McConnell President and Chief Executive Officer The North West Company Inc. Notice of Annual General and Special Meeting of Shareholders You are invited to the 2026 Annual General and Special Meeting of common and variable voting shareholders (the " Meeting ") of The North West Company Inc. (" North West "). Date: Wednesday, June 10, 2026 Time : 11:30 a.m. (Central Time) Place: https://meetings.lumiconnect.com/400-324-378-866 The Meeting will have the following purposes: to receive North West's consolidated annual financial statements for the year ended January 31, 2026, including the external auditor's report; to elect the directors of North West, who will serve until the next annual general meeting of shareholders; to appoint PricewaterhouseCoopers LLP as external auditor, who will serve until the next annual general meeting of shareholders, and to authorize the directors to set the auditor's compensation; to consider and, if deemed appropriate, to approve, with or without variation, an ordinary resolution amending North West's amended and restated director deferred share unit plan, as disclosed in the Management Information Circular dated April 8, 2026 (the " Circular "); to consider an advisory resolution on North West's approach to executive compensation disclosed in the Circular; and to consider any other business which may be properly brought before the Meeting, and any and all adjournments thereof. The accompanying Circular provides detailed information relating to the above matters. You have the right to vote at the Meeting as set out in the Circular if you are a holder of North West common voting shares or variable voting shares as of the close of business on May 6, 2026. Winnipeg, Manitoba, Canada April 8, 2026 BY ORDER OF THE BOARD OF DIRECTORS OF THE NORTH WEST COMPANY INC. "Alexis Cloutier" Alexis Cloutier Vice-President, Legal and Corporate Secretary The North West Company Inc. The North West Company Inc. Management Information Circular TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS 1 NON-GAAP FINANCIAL MEASURES 2 PART I - VOTING INFORMATION 3 WHAT MATTERS WILL I BE VOTING UPON? 3 WHO CAN VOTE? 3 HOW DO I ATTEND AND PARTICIPATE AT THE MEETING? 3 HOW DO I ASK QUESTIONS? 4 REGISTERED SHAREHOLDERS 6 NON-REGISTERED (BENEFICIAL) SHAREHOLDERS 6 HOW DO I VOTE IF I AM A REGISTERED SHAREHOLDER? 6 VOTING BY PROXY 6 VOTING AT THE MEETING 7 INSTRUCTIONS FOR REGISTERED SHAREHOLDERS 7 HOW DO I VOTE IF I AM A NON-REGISTERED (BENEFICIAL) SHAREHOLDER? 10 APPOINTMENT OF A THIRD PARTY AS A PROXY 11 IS MY VOTE CONFIDENTIAL? 12 HOW MANY SHARES ARE ENTITLED TO VOTE? 12 ARE THERE ANY PRINCIPAL HOLDERS OF SHARES? 12 RESTRICTIONS ON VOTING 13 SOLICITATION OF PROXIES 15 HOW IS A VOTE PASSED? 15 WILL THERE BE ANY OTHER BUSINESS CONDUCTED AT THE MEETING? 15 PART II - BUSINESS OF THE MEETING 16 RECEIVING OUR ANNUAL CONSOLIDATED FINANCIAL STATEMENTS 16 APPOINTING OUR AUDITOR 16 AUDIT FEES 16 PRE-APPROVAL POLICY AND PROCEDURES 17 ELECTING OUR BOARD OF DIRECTORS 17 AMENDMENT TO THE DIRECTOR DEFERRED SHARE UNIT PLAN 18 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH 19 OTHER BUSINESS 20 PART III - DIRECTOR INFORMATION 21 DIRECTOR NOMINEES 21 DIRECTOR COMPENSATION 33 DIRECTOR FEES 33 DIRECTOR DEFERRED SHARE UNIT PLAN 35 DIRECTOR TOTAL COMPENSATION FOR FISCAL 2025 36 DIRECTOR SHARE OWNERSHIP REQUIREMENTS 37 CORPORATE GOVERNANCE 37 INTRODUCTION 37 ABOUT THE BOARD 38 BOARD NOMINATION, COMPOSITION AND RENEWAL 42 DIVERSITY OF NORTH WEST MANAGEMENT 45 DIRECTOR REQUIREMENTS AND EXPECTATIONS 46 DIRECTOR DEVELOPMENT AND ASSESSMENT 48 COMMUNICATION WITH SHAREHOLDERS 49 CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES 50 PART IV - COMPENSATION DISCUSSION AND ANALYSIS 51 LETTER TO OUR SHAREHOLDERS 51 INTRODUCTION 53 COMPENSATION GOVERNANCE 53 EXECUTIVE COMPENSATION PHILOSOPHY 54 SHAREHOLDER RETURN AND EXECUTIVE COMPENSATION 56 DESIGN OF COMPENSATION PROGRAM AND ROLE OF COMPENSATION CONSULTANTS 58 ELEMENTS OF 2025 EXECUTIVE COMPENSATION 60 ANNUAL BASE SALARY 61 SHORT TERM INCENTIVE PLAN 62 LONG TERM INCENTIVE PLAN 63 SHARE OPTION PLAN 68 OTHER ELEMENTS OF 2025 COMPENSATION 68 RISK MANAGEMENT 71 EXECUTIVE COMPENSATION CLAWBACK POLICY 71 HEDGING AND SPECULATIVE TRADING PROHIBITION 71 2025 PERFORMANCE AND COMPENSATION 72 SUMMARY COMPENSATION TABLE 72 OUTSTANDING EQUITY BASED AWARDS 82 SHARE OWNERSHIP GUIDELINES 83 SUMMARY OF SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 85 ADDITIONAL INFORMATION ON EQUITY COMPENSATION PLANS 86 TERMINATION AND CHANGE OF CONTROL BENEFITS 87 EMPLOYMENT AGREEMENTS/ OFFERS OF EMPLOYMENT 89 PART V - ADDITIONAL INFORMATION 90 INDEBTEDNESS OF DIRECTORS AND EXECUTIVES 90 DIRECTOR AND OFFICER LIABILITY INSURANCE 90 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 90 WHERE TO FIND ADDITIONAL INFORMATION 91 PART VI - DIRECTORS' APPROVAL 91 Schedule "A" - Amendment to the Director Deferred Share Unit Plan A-1 Schedule "B" - Mandate of the Board of Directors B-1 The North West Company Inc. Management Information Circular FORWARD-LOOKING STATEMENTS This management information circular contains forward-looking statements about The North West Company Inc. (" North West "), including its business operations, strategy and expected financial performance and condition. Forward-looking statements are typically identified by words such as "expects", "anticipates", "plans", "believes", "estimates", "intends", "targets", "projects", "forecasts", "foresees", "could", "goals", "intends", "seeks", "strives", "will", "may", "should" and other similar expressions, or negative versions thereof, as they relate to North West and its management. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and assumptions about North West, economic factors and the retail industry in general. Forward-looking statements reflect North West's estimates, beliefs and assumptions, which are based on management's perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. North West's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. North West can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Numerous risks and uncertainties could cause North West's actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including those described in this management information circular. Such risk and uncertainties include, but are not limited to: changes in inflation, tariffs, commodity prices, interest and foreign exchange rates, government fiscal health and changes in government policy that result in a reduction in financial support for programs benefiting individuals including Nutrition North Canada, Jordan's Principle and Inuit Child First in Canadian Operations, and the U.S. Supplemental Nutrition Assistance Program and Alaska by-pass mail system in International Operations, which contribute to lower living costs for eligible customers, the expected impact from settlement payments to Indigenous Peoples including First Nations Child and Family Services and Jordan's Principle, North West's ability to maintain an effective supply chain, changes in accounting policies and methods used to report financial condition, uncertainties associated with critical accounting assumptions and estimates, including estimates of contingent consideration, the effect of applying future accounting changes, business competition, technological change, changes in government regulations and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, 1 catastrophic events, North West's ability to complete and realize benefits from capital projects, E-Commerce investments, strategic transactions and the integration of acquisitions, North West's ability to realize benefits from investments in information technology ("IT") and systems, including IT system implementations, or unanticipated results from these initiatives and North West's success in anticipating and managing the foregoing risks. The reader is cautioned that the foregoing list of factors that may affect North West's forward-looking statements is not exhaustive. Other risks and uncertainties not presently known to North West or that North West presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional risks and uncertainties are discussed in North West's materials filed with the Canadian securities regulatory authorities from time to time, including, without limitation, the Risk Factors section of the 2025 Annual Information Form, the Risk Management section of the 2025 Annual Report, and in North West's most recent consolidated financial statements, material change reports and news releases. The reader is also cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements, which reflect North West's expectations only as of the date of this management information circular. Other than as specifically required by applicable law, North West does not intend to update any forward-looking statements whether as a result of new information, future events or otherwise. NON-GAAP FINANCIAL MEASURES This management information circular refers to "EBITDA", which is not a recognized financial measure under International Financial Reporting Standards. North West's method of calculating EBITDA may differ from other companies and may not be comparable to measures used by other companies. See the "Non-GAAP" measures section of North West's Annual Report for the year ended January 31, 2026, for further information. [The rest of this page is intentionally left blank] 2 PART I - VOTING INFORMATION Unless stated otherwise, information contained in this Management Information Circular (the " Circular ") is given as of April 8, 2026. WHAT MATTERS WILL I BE VOTING UPON? Shareholders will be asked to vote upon the following matters: to elect the directors of North West, who will serve until the next annual general meeting of shareholders; to appoint PricewaterhouseCoopers LLP as external auditor, who will serve until the next annual general meeting of shareholders, and to authorize the directors to set the auditor's compensation; to consider and, if deemed appropriate, to approve, with or without variation, an ordinary resolution amending North West's amended and restated director deferred share unit plan, as disclosed in the Circular; to consider an advisory resolution on North West's approach to executive compensation disclosed in the Circular; and to consider any other business which may be properly brought before the annual general and special meeting (the " Meeting "), and any and all adjournments thereof. WHO CAN VOTE? You (the " Shareholder " or " Shareholders ") are entitled to one vote for each North West common voting share (" Common Voting Share ") and North West variable voting share (" Variable Voting Share ") you own as of the record date, subject to the voting restrictions and adjustments attached to the Variable Voting Shares, as discussed below under "RESTRICTIONS ON VOTING". The Board of Directors of North West (the " Board " or the " Directors ") have set May 6, 2026, as the record date (the " Record Date "). HOW DO I ATTEND AND PARTICIPATE AT THE MEETING? Consistent with our ESG strategy, which is informed by our unique business model dedicated to supporting underserved communities in remote geographical locations, North West is holding the Meeting in a virtual-only format, which will be conducted via live video webcast through the LUMI platform. Shareholders will not be able to attend the Meeting in person. Attending the Meeting online enables all Shareholders - both Registered Shareholders (as defined below) and duly appointed proxyholders, including non-registered (beneficial) Shareholders who have duly appointed themselves as proxyholder - the same participation experience, regardless of geographic location, unlike hybrid meetings that offer two distinct experiences and may discourage virtual attendees from actively participating in the Meeting. The LUMI platform allows for Shareholders to vote, raise points of order, make motions and participate in a real-time Q&A session by submitting questions in writing, by telephone or through the LUMI platform. Shareholders can interact with our Chair and CEO to have their concerns heard and to contribute to an inclusive dialogue. 3 Registered Shareholders and duly appointed proxyholders can vote online at the appropriate times during the Meeting. If you are a Registered Shareholder or duly appointed proxyholder : Log in online at https://meetings.lumiconnect.com/400-324-378-866 . It is recommended that you log in at least one hour before the Meeting starts. Click on "I have a control number" and then enter your 13-digit control number and password "northwest2026" (case sensitive). Registered Shareholder: The control number will be located on the form of proxy or in the email notification you received from North West's transfer agent, TSX Trust Company. Duly Appointed Proxyholders: North West's transfer agent, TSX Trust Company, will provide the proxyholder with a control number by email after the proxy voting deadline has passed and the proxyholder has been duly appointed and registered as described under the heading "APPOINTMENT OF A THIRD PARTY AS A PROXY" below. OR If you are a guest , including a non-registered (beneficial) Shareholder who has not duly appointed yourself as proxyholder : Log in online at https://meetings.lumiconnect.com/400-324-378-866 . It is recommended that you log in at least one hour before the Meeting starts. Click on "I am a guest" and then complete the online form to provide brief details (name, company and email). Guests, including non-registered (beneficial) Shareholders who have not duly appointed themselves as proxyholder, can listen to the Meeting, but are not able to vote, raise points of order, make motions or participate in the real-time Q&A session. It is your responsibility to ensure Internet connectivity for the duration of the Meeting and you should allow ample time to log in to the Meeting online before it begins. For additional information about attending the Meeting online (including technical and logistical matters related to accessing the Meeting online), refer to the LUMI AGM user guide available on our website at https://www.northwest.ca . For any technical difficulties experienced during the check-in process or during the Meeting, please contact LUMI at [email protected] . HOW DO I ASK QUESTIONS? Only Registered Shareholders and duly appointed proxyholders, including non-registered (beneficial) Shareholders who have duly appointed themselves as proxyholder, can submit questions (or raise points of order or make motions): In advance of the Meeting by contacting the Corporate Secretary by email at [email protected] , by telephone at 1-800-563-0002 (option 1), or by mail to the Corporate Secretary at 77 Main Street, Winnipeg, Manitoba, Canada, R3C 1A3. Questions submitted in advance must be received by 11:30 a.m. (Central time) on June 8, 2026 to be addressed at the Meeting. During the Meeting at https://meetings.lumiconnect.com/400-324-378-866 4 In writing by selecting the messaging tab and typing your question (or point of order or motion) within the box at the top of the screen (once finished, press the "send" button to the right of the box to submit your question (or point of order or motion)) - a North West representative will read out the question (or point of order or motion) at the Meeting; or By telephone by selecting the messaging tab and typing your phone number within the box at the top of the screen (once finished, press the "send" button to the right of the box to submit your phone number) - a LUMI representative will phone the number provided. When you answer the call you will be on mute and you will hear the meeting through your phone. Please mute your computer and listen to the live feed on your phone only. You will be unmuted at the appropriate time for you to ask your question (or raise a point of order or make a motion) live. Questions (as well as points of order and motions) can be submitted at any time during the Meeting until the chair of the Meeting closes the question period. It is recommended that Registered Shareholders and duly appointed proxyholders attending the Meeting online submit their questions (or points of order or motions) in advance of the Meeting or as soon as possible during the Meeting so that they can be addressed at the appropriate time. Assuming they have been submitted in sufficient time, questions related to the matters of business to be voted on will be addressed at the time such matter is being discussed, before a vote is held on each matter. Other questions will be addressed during the question period after the formal business of the Meeting has been completed. Questions submitted online will be moderated before being sent to the chair of the Meeting. Questions on the same topic or otherwise related will be grouped, summarized and addressed at the same time. Questions should be of interest to all Shareholders and not personal in nature. To ensure fairness for all, the chair of the Meeting will decide on the order questions are responded to and the amount of time allocated to each question. If you duly submit a question that is not answered during the Meeting (including a question relating to a personal matter), we will communicate with you after the Meeting if you have provided your contact information. A video of the entire webcast (including the question period) will be available on our website following the Meeting. If there are any questions that cannot be answered during the Meeting due to time constraints, they will be posted on our website with the corresponding answers as soon as practicable after the Meeting and will remain available until one week after posting. LUMI has been facilitating annual shareholder meetings for over 30 years. The LUMI platform has been designed to be intuitive and easy to use for all shareholders. It is a platform for shareholders to ask questions, raise points of order or make motions and otherwise share feedback, thereby allowing shareholders to engage and participate at meetings. We have used the LUMI platform for the past six annual general shareholder meetings and our Chair is familiar with the platform. 5 REGISTERED SHAREHOLDERS You are a registered Shareholder if your name appears on your Share certificate (a " Registered Shareholder "). The enclosed form of proxy indicates whether you are a Registered Shareholder. Please also see "HOW DO I VOTE IF I AM A REGISTERED SHAREHOLDER?" below. Each Shareholder is entitled to one vote for each Common Voting Share and one vote for each Variable Voting Share (collectively with the Common Voting Shares, the " Shares ") registered in the Shareholder's name as of the Record Date. If a Shareholder sells some or all of the Shares that the Shareholder owns after the Record Date, the person who purchased the Shares will become a Shareholder, but is not eligible to vote at the Meeting. NON-REGISTERED (BENEFICIAL) SHAREHOLDERS You may be a non-registered (beneficial) Shareholder (as opposed to a Registered Shareholder) if your Shares are held on your behalf, or for your account, by a broker, a securities dealer, a bank, a trust company or another similar entity (an " Intermediary "). If you are a non-registered (beneficial) Shareholder, your Intermediary will be the entity legally entitled to vote your Shares. In order to vote your Shares, you must carefully follow the instructions that your Intermediary delivered to you with this Circular. Instead of completing the form of proxy that may be enclosed with this Circular, you will likely be asked to complete and deliver a different form to your Intermediary. This form will instruct the Intermediary how to vote your Shares at the Meeting on your behalf. As a non-registered (beneficial) Shareholder, while you are invited to attend the Meeting, you will not be entitled to vote at the Meeting, unless you submit all required information to your Intermediary well in advance of the Meeting and carefully follow its instructions and procedures. Please also see "HOW DO I VOTE IF I AM A NON-REGISTERED (BENEFICIAL) SHAREHOLDER?" starting on page 10 of this Circular. HOW DO I VOTE IF I AM A REGISTERED SHAREHOLDER? If you are a Registered Shareholder, you can vote your Shares prior to the Meeting, by proxy, or at the Meeting. VOTING BY PROXY Vote on the Internet. Go to https://www.meeting-vote.com and follow the instructions on the screen. You will need the control number located on the enclosed form of proxy. You do not need to return your form of proxy. Vote using your smartphone. Scan the QR Code located on your form of proxy and follow the instructions on the screen. You will need the control number located on the enclosed form of proxy. You do not need to return your form of proxy. Vote by email. Scan and email your completed form of proxy (all pages) to [email protected] . You do not need to return your form of proxy. 6 Vote by fax. Fax your completed form of proxy (all pages) to 416-607-7964. You do not need to return your form of proxy. Vote by mail. Complete, date and sign the enclosed form of proxy and return same in the envelope provided or send to TSX Trust Company, Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1. Please also see "What Is a Proxy?", "Appointing a Proxyholder", "Depositing Your Proxy" and "Can I Change My Vote?" starting on page 7 of this Circular. VOTING AT THE MEETING Registered Shareholders and duly appointed proxyholders (including non-registered (beneficial) Shareholders who have duly appointed themselves as proxyholder) may vote at the Meeting by completing a ballot online through the live webcast platform during the Meeting, as further described under "HOW DO I ATTEND AND PARTICIPATE AT THE MEETING?" starting on page 3 of this Circular. Non-registered (beneficial) Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest. This is because North West and its transfer agent, TSX Trust Company, do not have a record of the non-registered (beneficial) Shareholders of North West, and, as a result, will have no knowledge of a non-registered (beneficial) Shareholder's Shares or entitlement to vote, unless the non-registered (beneficial) Shareholder is appointed as proxyholder. If you are a non-registered (beneficial) Shareholder and wish to vote at the Meeting, you must appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and you must follow all applicable instructions, including the deadline provided by your broker or other Intermediary. See "HOW DO I VOTE IF I AM A NON-REGISTERED (BENEFICIAL) SHAREHOLDER?" starting on page 10 of this Circular, "APPOINTMENT OF A THIRD PARTY AS A PROXY" starting on page 11 of this Circular and "HOW DO I ATTEND AND PARTICIPATE AT THE MEETING?" starting on page 3 of this Circular. INSTRUCTIONS FOR REGISTERED SHAREHOLDERS The following instructions are for Registered Shareholders only. If you are a non-registered (beneficial) Shareholder, please follow your broker or other Intermediary's instructions on how to vote your Shares and see the discussion under "HOW DO I VOTE IF I AM A NON-REGISTERED (BENEFICIAL) SHAREHOLDER?" starting on page 10 of this Circular. If you are unable to attend the Meeting, or if you do not wish to personally cast your votes, you may still make your votes count by authorizing another person who will be at the Meeting to vote on your behalf. You may either tell that person how you want to vote, or let that person choose for you. This is called voting by proxy. What Is a Proxy? A proxy is a document that you may sign in order to authorize another person to cast your votes for you at the Meeting. The form of proxy that is enclosed with this 7 Circular is a form of proxy that you may use to authorize another person to vote on your behalf at the Meeting. You may use this form of proxy to assign your votes to the Chair (or the Chair's alternate) or to any other person of your choice. You may also use any other legal form of proxy. Appointing a Proxyholder Your proxyholder is the person that you appoint to cast your votes at the Meeting on your behalf. You may choose the Chair (or the Chair's alternate) or any other person that you want to be your proxyholder. Please note that your proxyholder is not required to be another Shareholder. If you want to authorize the Chair (or the Chair's alternate) as your proxyholder, and you are voting by email, fax or mail, please leave the line near the top of the form of proxy blank, as the Chair's name (and the name of the Chair's alternate) are already pre-printed on the form. If you want to authorize another person as your proxyholder, and you are voting by email, fax or mail, fill in that person's name in the blank space located near the top of the enclosed form of proxy and cross out the name of the Chair and the Chair's alternate. If you are appointing a proxyholder on the Internet or using your smartphone, please follow the instructions on the screen to appoint your proxyholder. Your proxy authorizes the proxyholder to vote and otherwise act for you at the Meeting, including any continuation of the Meeting that may occur in the event that the Meeting is postponed or adjourned. If you return the attached form of proxy to TSX Trust Company, and have left the line for the proxyholder's name blank, then the Chair (or the Chair's alternate) will automatically become your proxyholder. Depositing Your Proxy To be valid, the form of proxy must be filled out, correctly signed (exactly as your name appears on the form of proxy), and returned by email, fax or mail to the transfer agent for the Shares, TSX Trust Company, by no later than 11:30 a.m. (Central Time) on June 8, 2026 (or at least 48 hours prior to the commencement of any reconvened meeting in the event of any adjournment or postponement of the Meeting). If you are appointing a proxyholder on the Internet or using your smartphone, you must do so by no later than 11:30 a.m. (Central Time) on June 8, 2026 (or at least 48 hours prior to the commencement of any reconvened meeting in the event of any adjournment or postponement of the Meeting). Your proxyholder may then vote on your behalf at the Meeting once they have been registered as described below under "APPOINTMENT OF A THIRD PARTY AS A PROXY" starting on page 11 of this Circular. You may instruct your proxyholder how you want to vote on the issues listed in the Notice of Meeting by checking the appropriate boxes on the form of proxy. If you have specified on the form of proxy how you want to vote on a particular issue, then your proxyholder must cast your votes as instructed. Depending on the particular resolution, if you do not wish to vote in favour of a matter proposed at the Meeting you may, as applicable to the specific resolution, withhold your vote from, or vote your Shares against, such resolution at the Meeting. By checking "WITHHOLD FROM VOTING" on the form of proxy, where applicable, you will be abstaining 8 from voting. By checking "AGAINST" on the form of proxy, where applicable, you will be voting against the particular resolution. If you have NOT specified how to vote on a particular matter, your proxyholder is entitled to vote your Shares as your proxyholder sees fit. Please note that if your form of proxy does not specify how to vote on any particular matter, and if you have authorized the Chair (or the Chair's alternate) to act as your proxyholder (by leaving the line for the proxyholder's name blank on the form of proxy), your Shares will be voted at the Meeting as follows: "FOR" the election of the eleven nominees to the Board; "FOR" the re-appointment of PricewaterhouseCoopers LLP as auditors of North West and to authorize the Audit Committee of the Board to fix the auditors' remuneration; "FOR" the amendment to North West's amended and restated director deferred share unit plan; "FOR" the advisory resolution on North West's approach to executive compensation; and "FOR" management proposals generally. For more information on these matters, please see "PART II - BUSINESS OF THE MEETING" starting on page 16 of this Circular. If any other issues properly arise at the Meeting that are not described in the Notice of Meeting, or if any amendments or variations are proposed to the matters described in the Notice of Meeting, your proxyholder is entitled to vote your Shares as your proxyholder sees fit. The Notice of Meeting sets out all the matters to be determined at the Meeting that are known to the Directors as of April 8, 2026. Can I Change My Vote? If you want to change your vote or revoke your proxy after you have signed and delivered it to TSX Trust Company by email, fax or mail, or if you voted or appointed a proxyholder on the Internet or using your smartphone, you may do so by delivering another properly executed form of proxy bearing a later date and delivering it as set out above under "Depositing Your Proxy", starting on page 8 of this Circular, by no later than 11:30 a.m. (Central Time) on June 8, 2026 (or at least 48 hours prior to any reconvened meeting in the event of any adjournment(s) or postponement(s) of the Meeting), or in any other manner permitted by law. If a Shareholder has followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke such Shareholder's previous proxy. If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting. If you revoke your proxy and do not replace it with another form of proxy that is deposited with TSX Trust Company on or before the deadline at 11:30 a.m. (Central 9 Time) on June 8, 2026, you may still vote your own Shares at the Meeting provided you are a Registered Shareholder whose name appeared on the Shareholders' register of North West as at May 6, 2026. HOW DO I VOTE IF I AM A NON-REGISTERED (BENEFICIAL) SHAREHOLDER? The information set forth in this section is important to many Shareholders, as a substantial number of persons do not hold Shares in their own name. Holders who do not hold their Shares in their own name (" Beneficial Shareholders " collectively or " Beneficial Shareholder " individually) should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Shareholders whose names appear on the records maintained by or on behalf of North West as the registered holders of Shares on the Record Date. If such Shares are listed in an account statement provided to a Shareholder by a broker or other Intermediary, then in almost all cases those Shares will not be registered in that holder's name on the records of North West. Such Shares will more likely be registered under the name of the holder's broker, an agent or nominee of that broker or other Intermediary. In Canada, the vast majority of such Shares are typically registered under the name of CDS & Co., the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms. Shares held by brokers or their agents or nominees or other Intermediary can only be voted upon the instructions of the Beneficial Shareholder. Without specific instructions, the Intermediaries are prohibited from voting the Shares for their clients. North West does not know for whose benefit Shares registered in the name of CDS & Co. are held. Applicable regulatory policy requires brokers and other Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every broker or other Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to Registered Shareholders, however, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Beneficial Shareholder is requested to complete and return the voting instruction form to Broadridge as instructed by Broadridge. Alternatively, the Beneficial Shareholder can call a toll-free telephone number or access the Internet to provide instructions regarding the voting of the Shares held by the beneficial holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at a meeting. A Beneficial Shareholder receiving a voting instruction form cannot use that voting instruction form to vote Shares directly at the Meeting as the voting instruction form must be 10 returned as directed by Broadridge well in advance of the Meeting in order to have such Shares voted. If you are a Beneficial Shareholder, you may only attend the Meeting as a proxyholder for the registered holder and vote your Shares, as applicable, in that capacity. If you wish to attend the Meeting and vote your own Shares, you must do so as proxyholder for the registered holder. To do this, you should enter your own name in the blank space on the applicable form of proxy or voting instruction form provided to you (and cross out the name of the Chair and the Chair's alternate) and return the document to your broker or other Intermediary (or the agent of such broker or other Intermediary) in accordance with the instructions provided by such broker or other Intermediary well in advance of the Meeting and carefully follow its instructions and procedures. You should then register your duly appointed proxyholder as described below under "APPOINTMENT OF A THIRD PARTY AS A PROXY". APPOINTMENT OF A THIRD PARTY AS A PROXY Shareholders who wish to appoint someone other than the Chair (or the Chair's alternate) as their proxyholder to attend and participate at the Meeting as their proxyholder and vote their Shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder and they MUST complete the additional step of registering the proxyholder by contacting TSX Trust Company, as described in Step 2 below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number, which is required to vote at the Meeting. Step 1: Submit your form of proxy or voting instruction form: To appoint someone other than the Chair (or the Chair's alternate) as proxyholder, insert that person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a non-registered (beneficial) Shareholder and wish to vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as proxyholder, as described below. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary. Please also see further instructions under "HOW DO I ATTEND AND PARTICIPATE AT THE MEETING?" starting on page 3 of this Circular. Step 2: Register your proxyholder: To register a third party proxyholder, Shareholders must contact TSX Trust Company by going to TSX Trust 11 Company's website to complete and submit the electronic form at https:// https://www.tsxtrust.com/control-number-request by 11:30 a.m. (Central Time) on June 8, 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, proxyholders will not be able to vote or ask questions at the Meeting but will be able to participate as a guest. IS MY VOTE CONFIDENTIAL? The transfer agent protects the confidentiality of individual Shareholder votes, except where (a) the Shareholder clearly intends to communicate the Shareholder's individual position to management; or (b) as necessary to comply with legal requirements. All proxies are considered confidential and will be returned to North West's transfer agent, TSX Trust Company. The transfer agent will also act as the Meeting's scrutineers and will count the proxies and tabulate and verify the results. The transfer agent will refer a proxy to North West if it has a comment or is intended for North West's management, or in connection with the applicable legal requirements. HOW MANY SHARES ARE ENTITLED TO VOTE? As of April 8, 2026, the Common Voting Shares and the Variable Voting Shares are the only classes of Shares of North West outstanding which entitle holders to vote at meetings of Shareholders. As of January 31, 2026, 31,911,626 Common Voting Shares and 15,717,827 Variable Voting Shares were outstanding. Each Shareholder is entitled to one vote per Share on all matters to be voted on at Shareholder meetings, subject to the voting restrictions and adjustments attached to the Variable Voting Shares, as discussed below under "RESTRICTIONS ON VOTING" starting on page 13 of this Circular. A quorum is required to conduct the business of the Meeting. Two or more individuals present either holding personally or representing as proxies not less in aggregate than 25% of the outstanding Shares will constitute a quorum at the Meeting. North West's list of Shareholders as of the Record Date will be used to deliver to Shareholders both the Notice of Meeting and this Circular, as well as to determine who is eligible to vote. ARE THERE ANY PRINCIPAL HOLDERS OF SHARES? As of April 8, 2026, based on an alternative monthly report filed on February 9, 2026, FMR LLC and certain of its affiliates (collectively, "FMR") control or direct 5,057,050 Common Shares, representing approximately 10.59% of the outstanding shares of that class. Based on publicly available filings, to the knowledge of the Board and the executive officers of North West, other than FMR, no person or 12 company is known to beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of North West. RESTRICTIONS ON VOTING? Why does North West have Common Voting Shares and Variable Voting Shares? North West's Articles provide restrictions with respect to subscriptions, issues, transfers or purchases of Common Voting Shares which would cause North West to cease to be "Canadian" as defined in the Canada Transportation Act (the " CTA "). The CTA requires that North West, as a corporation which holds a scheduled Canadian airline license, be Canadian; that is, controlled in fact by Canadians and that at least 51% of its voting interests be owned and controlled by Canadians. In addition, the CTA requires that no more than 25% of the voting interests of North West may be owned directly or indirectly by any single non-Canadian, either individually or in affiliation with another person, and no more than 25% of the voting interests of North West may be owned directly or indirectly by one or more non-Canadians authorized to provide an air service in any jurisdiction, either individually or in affiliation with another person. Please note that regardless of how your Shares are held, you must complete the declaration on your form of proxy or voting instruction form regarding whether or not the Shares you represent are owned or controlled by a "Canadian" for the purposes of North West's ownership restrictions. If you do not complete such a declaration, or complete it improperly, the voting rights attached to the Shares you represent will not be counted. Who can own or control Common Voting Shares? Common Voting Shares may only be beneficially owned and controlled, directly or indirectly, by Canadians. Any Common Voting Share beneficially owned or controlled, directly or indirectly, by a person who is not a Canadian is automatically converted to a Variable Voting Share. What is the voting right attached to a Common Voting Share? Each Common Voting Share confers the right to one vote at all meetings of North West's Shareholders. Who can own or control Variable Voting Shares? Variable Voting Shares may only be beneficially owned or controlled, directly or indirectly, by non-Canadians. Therefore, any Variable Voting Share owned or controlled, directly or indirectly, by a person who is Canadian is automatically converted to a Common Voting Share. What is the voting right attached to a Variable Voting Share? Variable Voting Shares carry one vote per Variable Voting Share held, except where (i) the number of issued and outstanding Variable Voting Shares exceeds 49% of the 13 total number of all issued and outstanding Shares or 49% of the votes that may be cast at a particular meeting, including securities convertible into such Shares and currently exercisable options and rights to acquire such Shares or such convertible securities (or any greater percentage permitted by the CTA or that the Governor in Council may specify pursuant to the CTA), (ii) any single non-Canadian, either individually or in affiliation with any other person, holds, in the aggregate, a number of Variable Voting Shares that exceeds 25% of the total number of all issued and outstanding Shares, or 25% of the number of votes that may be cast at a particular meeting, including securities convertible into such Shares and currently exercisable options and rights to acquire such Shares or such convertible securities (or any greater percentage permitted by the CTA or that the Governor in Council may specify pursuant to the CTA), or (iii) one or more non-Canadians authorized to provide air services, together with such persons in affiliation with them, hold, in the aggregate, a number of Variable Voting Shares that exceeds 25% of the total number of all issued and outstanding Shares, or 25% of the number of votes that may be cast at a particular meeting, including securities convertible into such Shares and currently exercisable options and rights to acquire such Shares or such convertible securities (or any greater percentage permitted by the CTA or that the Governor in Council may specify pursuant to the CTA). If either of the above-noted thresholds is surpassed at any time, the votes attributed to holders of Variable Voting Shares will be affected as follows: first, if required, a reduction of the voting rights of any single non-Canadian owner (inclusive of any single non-Canadian owner authorized to provide air service) carrying more than 25% of the votes (the " Stage 1 Reduction ") to ensure that such non-Canadian owners never carry more than 25% of the votes that holders of Voting Shares cast at any Meeting of Shareholders; second, if required and after giving effect to the Stage 1 Reduction, a further proportional reduction of the voting rights of all non-Canadian owners authorized to provide an air service to ensure that such non-Canadian owners authorized to provide an air service (the " Stage 2 Reduction "), in the aggregate, never carry more than 25% of the votes that holders of Voting Shares cast at any Meeting of Shareholders; and third, if required and after giving effect to the Stage 1 Reduction and the Stage 2 Reduction if any, a proportional reduction of the voting rights for all non-Canadian owners as a class to ensure that non-Canadians never carry, in aggregate, more than 49% of the votes that owners of Voting Shares cast at any Meeting of Shareholders. The constraints described above do not apply to Variable Voting Shares held by a non-Canadian by way of security only, subject to compliance with certain requirements set forth in North West's Articles, or to Variable Voting Shares held by one or more underwriters solely for the purpose of distributing the Variable Voting Shares to the public, or by any person acting in relation to the Variable Voting Shares solely in its capacity as an intermediary in the payment of funds or the delivery of 14 securities, or both, in connection with trades in securities and that provides centralized facilities for the clearing of trades in securities. SOLICITATION OF PROXIES This solicitation of your proxy (your vote) is made by or on behalf of the Board. North West will pay the costs related to the foregoing solicitation of your proxy. This solicitation will be made primarily by mail. Employees of North West and its subsidiaries, or representatives of TSX Trust Company, may also ask for proxies to be returned, but will not be paid any additional compensation for doing so. HOW IS A VOTE PASSED? The matters scheduled to be voted upon at the Meeting consist of ordinary resolutions. Ordinary resolutions are passed by a simple majority, meaning that if more than half of the votes that are cast are in favour, then the resolution passes. WILL THERE BE ANY OTHER BUSINESS CONDUCTED AT THE MEETING? As of April 8, 2026, management and the Directors do not know of any matters to be brought before the Meeting other than those set forth in the Notice of Meeting accompanying this Circular. If any amendment, variation or other business is properly brought before the Meeting, the enclosed form of proxy and voting instruction confers discretion on the persons named on the form of proxy to vote on such matters. [The rest of this page is intentionally left blank] 15 PART II - BUSINESS OF THE MEETING RECEIVING OUR ANNUAL CONSOLIDATED FINANCIAL STATEMENTS Our annual consolidated financial statements for the financial year ended January 31, 2026, including the external auditor's report, will be presented at the Meeting, and are included in our 2025 Annual Report. The financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. Our 2025 Annual Report has been mailed to Registered and Beneficial Shareholders who have requested that these materials be sent to them. These documents are also available on North West's website at https://www.northwest.ca and under North West's profile on SEDAR+ at https://www.sedarplus.ca . APPOINTING OUR AUDITOR The Board proposes the appointment of PricewaterhouseCoopers LLP (" PWC ") as our auditors until the next annual meeting of Shareholders. PWC has been the auditors of North West since January 1, 2011, and auditors of its predecessor companies since June 10, 1987. At the 2025 Annual General Meeting, the appointment of PWC as auditors of North West, until the next annual meeting of Shareholders, was approved by 83.42% of the Shares voted on the resolution. If you return a form of proxy but do not specify how you want your Shares voted, the persons named as proxyholders will cast the votes represented by proxy at the Meeting "FOR" the reappointment of PricewaterhouseCoopers LLP, Chartered Accountants, Winnipeg, Manitoba, as auditors of North West to hold office until the next annual meeting of Shareholders at a remuneration to be determined by the Audit Committee of the Board. AUDIT FEES Fees payable to PWC for the financial years ended January 31, 2026 ("Fiscal 2025"), and January 31, 2025 ("Fiscal 2024"), are set out in the table below. Type of Fees ($ in thousands) Fiscal 2025 % of Total Fees Fiscal 2024 % of Total Fees Audit Fees $589 91.3 $569 92.4 Audit-Related Fees $ 22 3.4 $ 13 2.1 Tax-Related Fees $ 34 5.3 $ 34 5.5 All other Fees - - - - Total $645 100 $616 100 16 The nature of each category of fees is described below: Audit Fees Audit fees were paid for professional services rendered by the auditors for the audit of North West's annual consolidated financial statements or services provided in connection with statutory and regulatory filings or engagements, and the review of North West's interim consolidated financial statements. Audit-Related Fees Audit-related fees include charges related to professional services for store audit procedures, review of procedures for North West, confirmation on compliance with debt covenants and due diligence procedures required by contract. Tax-Related Fees Tax-related fees include professional services for tax compliance services. All Other Fees Generally, these fees include professional services for business consulting and tax consultation on reorganizations and other tax matters. PRE-APPROVAL POLICY AND PROCEDURES As part of North West's governance structure, the Audit Committee annually reviews and approves the terms of the external auditor's engagement. To further ensure the independence of the auditors is not compromised, the Audit Committee also pre-approves all engagements of the auditors for non-audit related services in accordance with its pre-approval policy. ELECTING OUR BOARD OF DIRECTORS Our Articles provide that the Board may consist of a minimum of three and a maximum of thirteen Directors. The Board has determined to nominate each of the eleven persons listed below for election as a Director at the Meeting. The Board recommends that Shareholders vote "FOR" the election of each of the eleven nominees as Directors. You will vote on electing the following eleven nominees to the Board: Brock Bulbuck Stewart Glendinning Rachel Huckle Annalisa King Violet Konkle Steven Kroft Daniel McConnell Jennefer Nepinak Gregg Saretsky Paul Soubry Victor Tootoo 17 Each Director elected at the Meeting shall hold office until the close of the next annual meeting of Shareholders or until a successor has been elected or appointed in accordance with our Articles and By-laws. North West does not contemplate that any of the nominees will be unable to serve as a Director, but if it should occur for any reason prior to the Meeting or any postponement or adjournment thereof it is intended that discretionary authority shall be exercised by the persons named in the accompanying form of proxy to vote any proxy for the election of the remaining nominees and any other person or persons in place of any nominee or nominees unable to serve. All nominated Directors are currently Directors of North West. The Director profiles starting on page 21 of this Circular give you detailed information about each of these nominees. If you return a form of proxy but do not specify how you want your Shares to be voted, the persons named as proxy holders will cast the votes represented by proxy at the Meeting "FOR" the listed Director nominees. Each Director elected will hold office until the next annual meeting of Shareholders or until the Director's successor is elected or appointed, unless the Director's office is vacated earlier. AMENDMENT TO THE DIRECTOR DEFERRED SHARE UNIT PLAN Background North West offers a deferred share unit plan for its independent directors (the " DSU Plan "), adopted effective December 13, 2016, and subsequently amended on June 9, 2021. The purpose of the DSU Plan is to enhance the ability of North West to attract and retain independent directors whose training, experience and ability will contribute to the effective governance of North West, and to directly align their interests with the interests of Shareholders by providing compensation for services to North West in the form of deferred share units (" DSUs "). There are 262,531 DSUs outstanding as at April 8, 2026, which represents 0.6% of the total issued and outstanding North West Shares. The DSU Plan currently limits the aggregate value of DSUs that may be granted to any one participant pursuant to automatic awards and discretionary grants, together with any other awards granted under any other equity compensation arrangements of North West, in any one calendar year, to $100,000. At the Meeting, Shareholders will be asked to approve a resolution to amend the DSU Plan (the " DSU Amendment Resolution ") to increase the limitation on individual participation grants in any one calendar year from $100,000 to $150,000 (the " DSU Amendment "). The Board believes that a higher limit on equity compensation awards to directors will benefit North West by providing more flexibility to allocate DSUs to directors as part of their compensation and further align their interests with North West's Shareholders. Pursuant to Section 10 of the DSU Plan, an increase to the Section 4(j) limitation requires the approval of the Shareholders of North West. A copy of the DSU Amendment is set out in Schedule "A" to this Circular. 18 TSX Approval The DSU Amendment is subject to the approval of the TSX. The TSX has conditionally approved the DSU Amendment, subject to the receipt of Shareholder approval. Shareholder Approval The Board has concluded that the approval of the DSU Amendment in the form attached as Schedule "A" to this Circular is in the best interests of North West and its Shareholders. Accordingly, the Board unanimously recommends that Shareholders entitled to vote on the DSU Amendment Resolution vote "FOR" such DSU Amendment Resolution. If you return a form of proxy but do not specify how you want your Shares voted, the persons named as proxy holders will cast their votes represented by proxy at the Meeting "FOR" the DSU Amendment Resolution. In order to be passed, this resolution requires approval by more than 50% of the votes cast by Shareholders, either present in person or represented by proxy, at the Meeting. The DSU Amendment Resolution is as follows: BE IT RESOLVED THAT: The second amendment to the amended and restated director deferred share unit plan (the "Deferred Share Unit Plan") of The North West Company Inc. (the "Corporation"), substantially as set forth in Schedule "A" to this Circular, is hereby approved. Any one director or officer of the Corporation is hereby authorized and empowered to execute or cause to be executed, whether under the seal of the Corporation or otherwise and to deliver or cause to be delivered, all such documents and instruments and to do or cause to be done all such other acts and things as such director or officer may determine to be necessary or desirable in order to carry out the intent of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents and other instruments or the doing of any such act or thing. ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH The Board, through the Human Resources, Compensation and Pension Committee (the " Compensation Committee "), is responsible for formulating and monitoring the effectiveness of North West's executive compensation program. In creating North West's executive compensation program, North West is guided by the goal of aligning the interests of North West's executives with the long-term interests of the Shareholders. Please read our report on executive compensation, starting on page 51 of this Circular. We describe our compensation philosophy, the objectives and elements of each program, and the way we measure and assess the performance 19 and make compensation decisions. We explain how and why a large portion of our executive's compensation is linked to performance and earned over the longer term. You will have an opportunity to vote on our approach to executive compensation at the upcoming Meeting. Your vote is advisory and non-binding, and will provide the Board and the Compensation Committee with important feedback. "RESOLVED on an advisory basis and not to diminish the role and responsibilities of the Board, that the Shareholders accept the approach to executive compensation disclosed in North West's Circular delivered in advance of the 2026 annual general and special meeting of Shareholders." Approval of this resolution will require that it be passed by a majority of the votes cast by Shareholders. As this is an advisory vote, the results will not be binding on the Board. However, the Board and the Compensation Committee will consider the outcome of the vote as part of its ongoing review of North West's executive compensation program. North West encourages Shareholders with specific concerns to contact the Board directly by writing to the Chair of the Board, 77 Main Street, Winnipeg, Manitoba, R3C 1A3. At the 2025 Annual General Meeting, North West's approach to executive compensation was approved by 97.35% of the Shares voted on the advisory vote. If you return a form of proxy but do not specify how you want your Shares voted, the persons named as proxy holders will cast the votes represented by proxy at the Meeting "FOR" the advisory resolution. OTHER BUSINESS North West will consider any other business that may properly come before the Meeting. As at the date of this Circular, we are not aware of any other business to be considered at the Meeting. [The rest of this page is intentionally left blank] 20 PART III - DIRECTOR INFORMATION DIRECTOR NOMINEES The Articles of North West provide that the Board shall consist of a minimum of three Directors and a maximum of thirteen Directors, with the actual number to be determined from time to time by the Board. The Board has determined that, at the present time, the appropriate number of Directors to be elected at the Meeting is eleven. The following biographies highlight the experience, attributes and qualifications of each Director nominee. Specifically, the following tables state their name and age, a summary of their career experience, the period during which they have served as a Director of North West, their independence status, their non-public and public company board memberships, their meeting attendance, their equity ownership in North West, and the voting results for each incumbent Director from last year's election. [The rest of this page is intentionally left blank] 21 Brock Bulbuck Independent Winnipeg, Manitoba Canada Age: 66 Director Since: 2018 Mr. Bulbuck served as Chief Executive Officer of Boyd Group Services Inc. from 2010 to 2019 before moving into the Executive Chair role of Boyd from 2020 to 2021. After joining Boyd in 1993, Mr. Bulbuck served in many senior leadership roles and played a leading role in the overall development and growth of the business. Mr. Bulbuck also serves as a Director on the Board of Boyd Group Services Inc. He is also a past Chair of the Winnipeg Football Club Board of Directors, a past member of the Canadian Football League Board of Governors and a current Director of the Pan Am Clinic Foundation. Mr. Bulbuck has a Bachelor of Commerce (Honors) degree from the University of Manitoba and is a Chartered Professional Accountant. Board/Committee Membership Attendance Attendance (Total) Board of Directors (Chair) (1) 4 of 4 100% 4 of 4 100% Other Current Public Company Directorships Boyd Group Services Inc. Equity Ownership (2) Deferred Total Total Value of Shares Minimum Required to Meet Meets Year Shares Share Units (DSUs) Shares and DSUs and DSUs (3) ($) Ownership Guidelines ($) Share Ownership Target 2025 2,000 48,106 50,106 2,435,653 832,500 Yes 2024 2,000 40,924 42,924 1,993,391 832,500 Yes Net Change - 7,182 7,182 442,262 Voting Results for 2025 Annual Shareholders Meeting Votes For % of Votes For Votes Against % of Votes Against Total Votes 22,712,761 98.00% 463,469 2.00% 23,176,230 [The rest of this page is intentionally left blank] 22 Stewart Glendinning Independent Ocean Ridge, Florida United States Age: 60 Director Since: 2014 Mr. Glendinning has served as Chief Financial Officer of Dollar Tree Inc. since March 2025, after having served as its Chief Transformation Officer since January 2025. Prior to joining Dollar Tree, he served as Chief Executive Officer of Express Inc. from September 2023 to December 2024, prior to which he served as President, Prepared Foods of Tyson Foods and before that as Executive Vice President and Chief Financial Officer of Tyson. Prior to joining Tyson, he worked with Molson Coors Brewing Company beginning in 2005 where he held the positions of (i) Chief Financial Officer, Molson Coors UK, (ii) Global Chief Financial Officer, Molson Coors Brewing Company, (iii) President and Chief Executive Officer, Molson Coors UK, (iv) President and Chief Executive Officer, Molson Coors Canada, and (v) President and Chief Executive Officer of Molson Coors International. Mr. Glendinning holds a Bachelor of Business Administration from the College of William and Mary, and his Juris Doctor degree from the University of Miami Law School. Board/Committee Membership Attendance Attendance (Total) Board of Directors 4 of 4 100% Audit Committee 3 of 4 75% 11 of 12 92% Governance Committee (Chair) 4 of 4 100% Other Current Public Company Directorships None Equity Ownership (2) Total Minimum Value of Required Deferred Total Shares to Meet Meets Share Shares and Ownership Share Units and DSUs (3) Guidelines Ownership Year Shares (DSUs) DSUs ($) ($) Target 2025 - 62,510 62,510 3,038,611 459,000 Yes 2024 - 55,036 55,036 2,555,872 459,000 Yes Net Change - 7,474 7,474 482,739 Voting Results for 2025 Annual Shareholders Meeting Votes For % of Votes For Votes Against % of Votes Against Total Votes 22,351,886 96.44% 824,343 3.56% 23,176,229 [The rest of this page is intentionally left blank] 23 Rachel Huckle Independent Toronto, Ontario Canada Age: 51 Director Since: 2022 Ms. Huckle is the Chief Executive Officer for Staples Inc. Prior to that, starting in 2019, she held various positions at Staples Canada ULC including: (i) Chief Executive Officer; (ii) President and Chief Operating Officer; and (iii) Chief Retail Officer. Before joining Staples Ms. Huckle worked with Loblaw Companies Ltd. and Shoppers Drug Mart, beginning in 1996 where she held a variety of positions including: (i) Vice President Operations; (ii) Vice President, Loyalty and Customer insights; (iii) Senior Vice President, Health and Wellness; and (iv) and Senior Vice President Merchandising - Centre of Store. Ms. Huckle has a Masters in Business Administration from Rotman School of Management, and a Masters of Finance from Smith School of Business. Board/Committee Membership Attendance Attendance (Total) Board of Directors 4 of 4 100% Audit Committee 4 of 4 100% 13 of 13 100% Compensation Committee 5 of 5 100% Other Current Public Company Directorships None Equity Ownership (2) Deferred Total Total Value of Shares Minimum Required to Meet Meets Year Shares Share Units (DSUs) Shares and DSUs and DSUs (3) ($) Ownership Guidelines ($) Share Ownership Target 2025 - 15,649 15,649 760,698 459,000 Yes 2024 - 11,504 11,504 534,246 459,000 Yes Net Change - 4,145 4,145 226,452 Voting Results for 2025 Annual Shareholders Meeting Votes For % of Votes For Votes Against % of Votes Against Total Votes 22,716,310 98.02% 459,920 1.98% 23,176,230 [The rest of this page is intentionally left blank] 24
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