2026 Notice of Meeting and Management Information Circular

WHEN:

Wednesday, May 6, 2026 1:30 p.m. Pacific Time

WHERE:

In person at the office of the Corporation or

virtually via the LUMI AGM Platform located at:

https://meetings.lumiconnect.com/400-625-960-931

Password: premium2026 (case sensitive)

RECORD DATE:

Tuesday, March 17, 2026

Premium Brands Holdings Corporation (the "Corporation") will hold its 2026 Annual Meeting of Shareholders (the "Meeting") in a hybrid format. Shareholders can either attend the Meeting in person at the Corporation's office or virtually via the LUMI AGM Platform. Shareholders who cannot attend in person will therefore have an equal opportunity to participate in, and contribute to, the Meeting online, regardless of their geographic location.

Instructions on how to participate in the hybrid Meeting virtually can be found, beginning on page 11, of the Information Circular accompanying this Notice.

1. Receive and consider the audited Consolidated Financial Statements of the Corporation for the financial years ended December 27, 2025 and December 28, 2024, together with the Auditors' Report to the Shareholders;

2. Fix the number of Directors of the Corporation to be elected at the Meeting at eight (8);

3. Elect the persons named as proposed Directors of the Corporation in the Information Circular accompanying this Notice as Directors of the Corporation for the ensuing year;

4. Approve the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year, and authorize the Directors to fix the remuneration to be paid to the auditors;

5. Consider an advisory resolution regarding the Corporation's approach to executive compensation;

6. Consider and vote on the Shareholder Proposals set forth in Appendix D of the Information Circular accompanying this Notice; and

7. Transact such further business as may properly come before the Meeting or any adjournment(s) thereof.

Please read through the Information Circular accompanying this Notice for more detailed information on the matters that will be considered and voted on at the Meeting.

The Board of Directors recommends that Shareholders vote FOR each of the resolutions, except for two Shareholder Proposals, which the Board of Directors recommends Shareholders vote AGAINST.

YOUR RIGHT TO VOTE:

You are entitled to receive notice of and vote at the Meeting if you held common shares of the Corporation at the close of business on Tuesday, March 17, 2026 (the "Record Date"). No Shareholder who becomes a Shareholder after the Record Date will be entitled to attend or vote at the Meeting.

VOTE AT THE MEETING OR BY PROXY:

Shareholders can vote in one of three ways:

1. By Proxy;

2. In person at the Meeting; or

3. Online at the Meeting.

Detailed voting instructions for non-registered (Beneficial) Shareholders and registered Shareholders can be found by reading the information beginning on page 11 of the accompanying Information Circular.

If you are appointing someone else to be your proxyholder, or if you are a non-registered (Beneficial) Shareholder, please read the information beginning on page 14 of the accompanying Information Circular.

The Board of Directors has approved the contents of this Notice and authorized us to send this information to our Shareholders, Directors, and our auditors.

BY ORDER OF THE BOARD OF DIRECTORS

[signed]

Douglas O. Goss, KC, AOE, LL.D. Corporate Secretary and General Counsel Edmonton, Alberta

March 19, 2026

‌Message from the President and Chief Executive Officer

Dear Fellow Shareholders,

On behalf of the Board of Directors and the Management Team of Premium Brands Holdings Corporation (the "Corporation"), I am pleased to invite you to attend our 2026 Annual Meeting of Shareholders (the "Meeting").

2025 was a very busy year for Premium Brands. This included commissioning several new plants and capacity expansions and successfully executing the largest product launch in our history. On January 2, 2026 we also achieved another milestone, namely the largest acquisition in our history with our purchase of Stampede Culinary Partners. Stampede adds to our ecosystem another exciting U.S. growth platform as well as significant capacity to support its growth and the growth of other PB companies in this key market.

Looking forward, we are very excited about what lies ahead. Recent acquisitions, including Stampede, and the near completion of the most significant capital expenditure investment cycle in our history, well positions us to meet or exceed our 2027 sales and adjusted EBITDA targets of $10 billion and $1 billion, respectively.

Our Meeting will be held in a hybrid format, giving all Shareholders, regardless of their location, an equal opportunity to participate and ask questions. Details of the Meeting are as follows:

WHEN:

Wednesday, May 6, 2026 1:30 p.m. Pacific Time

WHERE:

Hybrid Meeting:

In person at the Corporation's office, located at: 100 - 10991 Shellbridge Way

Richmond, British Columbia

AND

Virtually via the LUMI AGM Platform, located at: https://meetings.lumiconnect.com/400-625-960-931 Password: premium2026 (case sensitive)

The Meeting is your opportunity to vote on specific items of business. The business items to be dealt with are described in the Notice of Meeting and in the Information Circular beginning on page 7. The attached Information Circular contains important information about the Meeting and the items of business. Please take some time to read the Information Circular before you vote your Common Shares.

This year you will elect eight (8) directors to the Board of Directors. Each is qualified and brings a strong mix of skills. You can read about them beginning on page 17. You will also have a say on executive compensation through our annual advisory vote on the Corporation's approach to executive compensation. You can read more about this beginning on page 49.

The Corporation's unique business model, entrepreneurial culture and focus on innovation and on producing great quality food products that are relevant to today's consumers continues to position the Corporation for continued growth well into the future.

At the Meeting, our Management team will review the Corporation's operating and financial performance, as well as our plans for the balance of 2026. Registered Shareholders or proxyholder appointees will be able to submit questions to various members of our Management team and Board of Directors either in person or via text through the LUMI AGM Platform.

Additional documentation and information concerning the Corporation, including our interim and annual financial statements, is available on our website at www.premiumbrandsholdings.com and on the SEDAR+ website at www.sedarplus.ca.

I encourage you to participate in our Meeting, and to vote your Common Shares, either in advance by proxy, or by participating in the Meeting, either virtually or in person.

Sincerely, [signed]

George Paleologou

President and Chief Executive Officer

Richmond, British Columbia March 19, 2026

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Table of Contents

Notice of Annual Meeting ofShareholders

Message from the President and Chief ExecutiveOfficer

General Information

Frequently Asked Questions About theMeeting

- 1-

- 3-

2

4

Business to be Conducted at the Meeting7

How to Participate in Our Hybrid Meeting11Nominees for Election to the Board of

Directors

Board Committees Director Compensation

Statement of Corporate Governance Practices

Compensation Discussion & Analysis Performance Graph

Additional Information

Appendix A - Statement of Governance Practices

17

31

36

41

49

73

82

84

Appendix B - Disclosure of Diversity Policies

Relating to the Corporation's Board and Senior Management Team as Required by

the Canada Business Corporations Act

Appendix C - Mandate of the Board of Directors

Appendix D - Shareholder Proposals

93

97

99

The information contained in this Information Circular (this "Information Circular") is given as of March 19, 2026, except where otherwise stated.

Additional information relating to Premium Brands Holdings Corporation (the "Corporation") is available on the SEDAR+ website at www.sedarplus.ca, including additional financial information which is provided in the Corporation's audited financial statements and related management's discussion and analysis ("MD&A") for its most recently completed fiscal year. Shareholders (as defined herein) may contact the Corporation at any time to receive a copy of the Corporation's audited financial statements and related MD&A for its most recently completed fiscal year. Any such request should be made to the Chief Financial Officer of Premium Brands Holdings Corporation at 100 -10991 Shellbridge Way, Richmond, British Columbia V6X 3C6, or by email to investor@premiumbrandsgroup.com.

Additional information regarding the mandate and composition of the Corporation's Audit Committee can be found in the Corporation's Annual Information Form dated March 18, 2026, a copy of which is available on the SEDAR+ website at https://www.sedarplus.ca.

In order to provide our investors with an understanding of our current results and future prospects, our public communications often include written or verbal forward-looking statements.

Forward-looking statements are disclosures regarding possible events, conditions, or results of operations that are based on assumptions about future economic conditions, courses of action and include future-oriented financial information.

This Information Circular and other materials filed with the Canadian Securities Regulators contain statements that are forward-looking. These statements represent the Corporation's intentions, plans, expectations, and beliefs and are based on our experience and our assessment of historical and future trends, and the application of key assumptions relating to future events and circumstances. Forward-looking statements may involve, but are not limited to, comments with respect to our strategic initiatives for 2026 and beyond, our strategic plans and objectives, targets, expectations, financing and economic environments, our financial condition, or the results of, or the outlook of, our operations.

By their nature, forward-looking statements require assumptions and involve risks and uncertainties related to the business and general economic environment, many beyond our control. There is significant risk that the predictions, forecasts, valuations, conclusions, or projections we make will not prove to be accurate and that our actual results will be materially different from targets, expectations, estimates, or intentions expressed in forward-looking statements. We caution readers of this document not to place undue reliance on forward-looking statements. Assumptions about the performance of the Canadian and US economies and how this performance will affect the Corporation's business are material factors we consider in determining our forward-looking statements. For additional information regarding material risks and assumptions, please see the discussion under "Forward Looking Statements" in our annual MD&A for the fiscal year ended December 27, 2025, which is incorporated herein by reference.

Readers should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements. Except as may be required by law, we do not undertake to update any forward-looking statement, whether written or oral, made by the Corporation or on its behalf.

1

This Information Circular is furnished in connection with the solicitation of proxies by the management ("Management") of the Corporation, for use at the annual meeting (the "Meeting") of the holders of common shares ("Common Shares") of the Corporation (the "Shareholders") to be held on Wednesday, May 6, 2026 at the hour of 1:30 p.m. Pacific time at the office of the Corporation located

at 100 - 10991 Shellbridge Way, Richmond, British Columbia, as well as virtually via the LUMI AGM Platform, located at:

https://meetings.lumiconnect.com/400-625-960-931

Password: premium2026 (case sensitive)

The Corporation has elected to use the "notice-and-access" provisions under National Instrument 54-101 -Communications with Beneficial Owners of Securities of a Reporting Issuer for the Meeting in respect of the mailing of its Meeting materials (i.e., this Information Circular) and its annual audited financial statements and related MD&A (the "Financial Information") to the Registered Shareholders and Beneficial Shareholders (as such terms are defined herein).

In addition, the Corporation has elected not to use the procedure known as "stratification" in relation to its use of the notice-and-access provisions. Stratification occurs when a reporting issuer using the notice-and-access provisions provides a paper copy of an information circular and, if applicable, a paper copy of its Financial Information, to some, but not all, of its shareholders together with a notice of a meeting of its shareholders.

In relation to the Meeting, the Corporation's Registered Shareholders and Beneficial Shareholders will receive only a notice-and-access notification and a voting instruction form or proxy. No printed copies of this Information Circular or Financial Information will be mailed out unless specifically requested by a Registered Shareholder or Beneficial Shareholder.

The Meeting materials will be delivered to the Shareholders by posting the Meeting materials and Financial Information on the Corporation's transfer agent's, TSX Trust Company's, website at: https://docs.tsxtrust.com/2011.

All Shareholders, except those who have previously requested to receive paper copies of the Corporation's Financial Information, will receive only a notice-and-access notification and a voting instruction form. If you receive such notification and would like to receive a paper copy of our Meeting materials and/or Financial Information, please follow the instructions under the heading "Requesting Paper Copies".

All Meeting materials will be forwarded to Shareholders at the Corporation's expense.

We anticipate that notice-and-access will directly benefit the Corporation through substantial reductions in postage and printing costs. We believe that notice-and-access is an environmentally responsible method of communicating with our Shareholders by reducing the large volume of paper documents generated by printing proxy-related materials.

Shareholders with questions about notice-and-access can contact:

TSX Trust Company:

By Phone: 1-866-600-5869 (toll free)

By Email: tsxtis@tmx.com

You may make a request to receive a paper copy of the Meeting materials (i.e., this Information Circular) and/or Financial Information up to one (1) year from the date this Information Circular was filed on SEDAR+. Please direct your request for materials to:

TSX Trust Company

By Phone: 1-866-600-5869 (toll free)

By Email: tsxtis@tmx.com

OR

Premium Brands Holdings Corporation

By Mail: Chief Financial Officer

100 - 10991 Shellbridge Way Richmond, British Columbia V6X 3C6

By Fax: 604-656-3170

By Email: investor@premiumbrandsgroup.com

The Meeting materials and Financial Information are also available electronically at: https://docs.tsxtrust.com/2011.

bank, trust company, securities broker, trustee, or other institution (each an "Intermediary").

All references to "Shareholders" in this Information Circular and the accompanying Notice of Annual Meeting of Shareholders ("Notice of Meeting") and proxy form are to Registered Shareholders unless specifically stated otherwise. Where documents are stated to be available for review or inspection, such items will be shown upon request to a Registered Shareholder who produces proof of their identity.

Shareholders who wish to receive paper copies of the Corporation's interim financial statements, annual financial statements, and MD&A may fill out and return the Supplemental Mailing form enclosed with the notice package. You may also complete this form to receive email notice of the availability of electronic files.

If you are a Beneficial Shareholder, you made an election to receive or not receive the Corporation's Financial and/or Meeting Information through your Intermediary. If you wish to change your election, you will need to do so through your Intermediary.

We estimate that Shareholder requests for paper copies of this Information Circular and Financial Information will need to be received prior to April 27, 2026 in order to have sufficient time to receive and review the materials requested and return the completed form of proxy by the due date described under "How to Participate in Our Hybrid Meeting" beginning on page 11.

The Corporation will also be paying for the forwarding of proxy-related materials to objecting Beneficial Shareholders (as defined herein).

You are a "Registered Shareholder" if your Common Shares are held in your name and you have a share certificate or statement from a direct registration system.

You are a "Beneficial Shareholder" if your Common Shares are held in the name of a nominee such as a

By Mail: Investor Relations

100 - 10991 Shellbridge Way Richmond, British Columbia V6X 3C6

By Fax: 604-656-3170

By Email: investor@premiumbrandsgroup.com

Management of the Corporation is soliciting your proxy for the Meeting on May 6, 2026.

The Corporation pays the cost of proxy solicitation for all Registered and non-objecting and objecting Beneficial Shareholders.

Solicitations of proxies will be primarily by mail, but may also be by newspaper publication, in person or by telephone, telecopy or oral communication by Directors, officers, employees or agents of the Corporation, who will be specifically remunerated therefor.

Shareholders will vote:

• To fix the number of directors of the Corporation (the "Directors") to be elected at the Meeting at eight (8);

• To elect the persons named as proposed Directors in this Information Circular as Directors for the ensuing year;

• To ratify, confirm and approve the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year, and to authorize the Board of Directors (the "Board") to fix the remuneration to be paid to the auditors, as more particularly described under the heading "Appoint Auditors" in this Information Circular;

• For the advisory resolution regarding the Corporation's approach to executive compensation;

• For or against the Shareholder Proposals outlined in Appendix D to this Information Circular; and

• Other business, if any.

  How will these matters be decided?

  A majority of the votes cast, either by proxy, in person or online during the Meeting, will constitute approval of matters at the Meeting. In the case of a special resolution (if any), 66.67% of the votes cast will constitute approval.

  Who counts the votes?

  Proxies and ballots will be counted and tabulated by the Corporation's transfer agent, TSX Trust Company.

  How can I contact the Transfer Agent?

  By Mail: TSX Trust Company

  Suite 301, 100 Adelaide Street West Toronto, Ontario M5H 4H1

  By Phone: 1-866-600-5869 (toll free)

  By Email: tsxtis@tmx.com

  How many votes do I have?

  You will have one (1) vote for each Common Share you held at the close of business on Tuesday, March 17, 2026 (the "Record Date"). The list of Shareholders entitled to vote will be available for inspection at the Meeting.

  What if I acquired my Common Shares after Tuesday, March 17, 2026?

  You will not be entitled to attend and/or vote your Common Shares at the Meeting. Only those Shareholders of record on Tuesday, March 17, 2026 will be entitled to attend and/or vote their Common Shares at the Meeting.

  How will my proxy be voted?

  On your form of proxy, you may indicate how you wish your proxyholder to vote your Common Shares. Where you have specified a choice with respect to any matter to be acted upon, your Common Shares will be voted in accordance with the choice you have made.

  If you return a proxy, but do not specify a choice, your Common Shares will be voted:

• FOR the fixing of the number of Directors of the Corporation to be elected at the Meeting at eight (8);

• FOR each of the Director nominees listed in this Information Circular;

• FOR the re-appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation to hold office until the close of the next Annual Meeting of Shareholders, and to authorize the Board to fix the remuneration to be paid to the auditors;

• FOR the advisory resolution respecting the Corporation's approach to executive compensation; and

• AGAINST the Shareholder Proposals outlined in Appendix D of this Information Circular.

The Corporation is authorized to issue an unlimited number of Common Shares. As at March 17, 2026, there were 52,157,739 Common Shares of the Corporation issued and outstanding.

The holders of Common Shares are entitled to dividends if, as and when declared by the Board; one

(1) vote per Common Share at meetings of the Shareholders; and upon liquidation, dissolution or winding-up of the Corporation, to participate in the distribution of the remaining property and assets of the Corporation, subject to the rights of any shares having priority over the Common Shares at any such time.

See "How to Participate in Our Hybrid Meeting"

beginning on page 11.

The By-Laws of the Corporation provide that a quorum for the transaction of business at any meeting of Shareholders shall be two (2) persons present in person or by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the Meeting, and each entitled to vote at the Meeting and holding or representing by proxy not less than 10% of the votes entitled to be cast at the Meeting.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting and this Information Circular and with respect to other matters which may properly come before the Meeting.

Should any other matter(s) properly come before the Meeting, the persons named in the accompanying forms of proxy will vote them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

At the date of this Information Circular, Management of the Corporation knows of no amendments, variations, or other matters to come before the Meeting other than those matters referred to in the Notice of Meeting.

Based on public filings as of March 17, 2026, the following is a complete list of all persons, corporations, or other entities beneficially owning, directly or indirectly, or controlling or directing, more than 10% of the outstanding Common Shares of the Corporation:

To the best of the Corporation's knowledge, as of March 17, 2026, there are no other persons, corporations, or other entities beneficially owning, directly or indirectly, or controlling or directing, more than 10% of the outstanding Common Shares of the Corporation.

In July 2021, the shareholders of Pender West Investors Inc. (of which Bruce Hodge, the Chair of the Board, was the Managing Director) reorganized their Common Shares such that each of the shareholders of Pender West Investors Inc. now hold their Common Shares directly.

On January 31, 2022, such shareholders (including J B Hodge Consulting Ltd., of which the Corporation's

Chair, Bruce Hodge, is the controlling shareholder) entered into a voting trust agreement (the "Voting Trust Agreement"). The Voting Trust Agreement will continue in effect until the earlier of:

1. the parties agreeing, in writing, to terminate the Voting Trust Agreement;

2. the withdrawal and/or release of all of the deposited shares from the voting trust; and

3. the resignation, removal, death or incapacity of the voting trustee in circumstances where a replacement trustee is not appointed in accordance with the terms of the Voting Trust Agreement within five (5) business days following the effective date of the resignation, removal, death or incapacity of the voting trustee.

The Voting Trust Agreement contains no restrictions on the right of the voting trustee to vote the deposited shares. As of March 17, 2026, the Voting Trust Agreement covered 3,089,521 Common Shares, or 5.92% of the Corporation's issued and outstanding Common Shares.

In the absence of proxy instructions, Management proxyholders will vote FOR all matters outlined below, except for the two Shareholder Proposals, in which case Management proxyholders will vote AGAINST each such proposal.

1. FIX THE NUMBER OF DIRECTORS

   The Articles of the Corporation require a minimum of three (3) and a maximum of ten (10) Directors. The Board is presently composed of ten (10) Directors. The Board has resolved to set the number of Directors at eight (8) for the purposes of the Meeting.

   At the Meeting, Shareholders will be asked to vote on the following resolution, with or without variation: "BE IT RESOLVED THAT:

   The number of Directors of the Corporation to be elected at this Meeting is fixed at eight (8)."

   Management of the Corporation recommends voting FOR the fixing of the number of Directors of the Corporation to be elected at the Meeting at eight (8).

2. ELECT DIRECTORS

   There are presently ten (10) Directors, each of whom will cease to hold office at the close of the Meeting.

   Each of the nominees is, in the opinion of the Board and Management, well qualified to act as a Director of the Corporation for the ensuing year, and each has confirmed their willingness to serve as a Director of the Corporation.

   Management and the members of the Corporate Governance and Nominating Committee have unanimously recommended, and the Board has unanimously approved, the nomination of the following individuals for election as Directors at the Meeting:

   • Johnny Ciampi;

   • Thomas Dea;

   • Dr. Marie Delorme, C.M.;

   • John Hatherly;

   • Bruce Hodge;

   • Hugh McKinnon;

   • George Paleologou; and

   • Mary Wagner,

     to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. See "Nominees for Election to the Board of Directors - Director Profiles" for further information on each proposed nominee for election as a Director.

     At the Meeting, Shareholders will be asked to vote on the following resolution, with or without variation: "BE IT RESOLVED THAT:

     Johnny Ciampi, Thomas Dea, Dr. Marie Delorme, C.M., John Hatherly, Bruce Hodge, Hugh McKinnon, George Paleologou, and Mary Wagner be appointed as Directors of the Corporation to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed."

     Management of the Corporation recommends voting FOR each of the Director nominees listed in this Information Circular.

     MAJORITY VOTING POLICY

     The Corporation has a majority voting policy (the "Majority Voting Policy") for the election of Directors. If, with respect to any particular nominee, the number of Common Shares voted "against" exceeds the number of Common Shares voted "for" the nominee, then the nominee shall be considered to not have received the support of the Corporation's Shareholders. Such nominee is expected to immediately tender their resignation to the Board. See "Nominees for Election to the Board of Directors - About Our Majority Voting Policy" for further information regarding the Corporation's Majority Voting Policy.

1. RECEIVE FINANCIAL STATEMENTS

   The audited consolidated financial statements of the Corporation for the financial years ended December 27, 2025 and December 28, 2024 and the auditor's report thereon will be tabled before the Shareholders at the Meeting for their consideration. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and have been approved by the Board and its Audit Committee.

   The financial statements are available:

   1. on the Corporation's website at https://www.premiumbrandsholdings.com;

   2. on the SEDAR+ website at https://www.sedarplus.ca; or

   3. by sending a written request to the Chief Financial Officer, Premium Brands Holdings Corporation, 100

      • 10991 Shellbridge Way, Richmond, British Columbia V6X 3C6.

      Shareholders are not required to vote on the audited consolidated financial statements.

2. APPOINT AUDITORS

   PricewaterhouseCoopers LLP ("PWC"), Chartered Professional Accountants, of Vancouver, British Columbia have been the auditors of the Corporation since July 22, 2009, and served as auditors of a predecessor of the Corporation for the period November 10, 2005 to July 22, 2009. It is proposed that PWC be re-appointed to serve as auditors of the Corporation until the next Annual Meeting of Shareholders at a remuneration to be fixed by the Board.

   The Corporation's Audit Committee reviews the independence of PWC on an ongoing basis, and receives a written report from PWC respecting their independence and consideration of applicable auditor independence standards annually.

   In addition, the Audit Committee approves, in advance, all permitted non-audit services to be provided to the Corporation, or any of its subsidiaries and affiliates, by PWC or any of its affiliates.

   The following table summarizes the fees paid or owing to the Corporation's independent auditors, PWC, for the fiscal years ended December 27, 2025 and December 28, 2024:

   	2025 (estimated)	2024
   Audit fees:	$1,200,000	$1,320,000
   Audit related fees:	$580,500	$138,000
   All other fees:	$80,000	$86,900
   Total	$1,860,500	$1,544,900

   For further information on the services provided to the Corporation by PWC during fiscal years 2024 and 2025, please refer to the Corporation's Annual Information Form, which includes the auditor related information required to be disclosed under Form 52-110F1. The Annual Information Form is available electronically on the Corporation's website at www.premiumbrandsholdings.com and on the SEDAR+ website at www.sedarplus.ca.

   At the Meeting, Shareholders will be asked to vote on the following resolution, with or without variation: "BE IT RESOLVED THAT:

   1. The firm of PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver, British Columbia, be appointed as the auditors of the Corporation to hold office until the close of the next Annual Meeting of Shareholders; and

   2. The Board of Directors of the Corporation is hereby authorized to fix the auditor's remuneration as required to give effect to the aforementioned resolution."

   Management of the Corporation recommends voting FOR the re-appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation to hold office until the close of the next Annual Meeting of Shareholders, and to authorize the Board to fix the remuneration to be paid to the auditors.

3. ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH

   The Board, through its Compensation and Human Resources Committee, is responsible for formulating and monitoring the effectiveness of the Corporation's executive compensation program. In creating the Corporation's executive compensation program, the Board is guided by the goal of aligning the interests of the Corporation's executives with the long-term interests of the Corporation's Shareholders. The Board believes that the Shareholders should have an opportunity to express their opinion on the Corporation's executive compensation program by voting for or against the following resolution:

   "BE IT RESOLVED THAT:

   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 the Corporation's Information Circular delivered in advance of the 2026 Annual 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 upon the Board. However, the Board and its Compensation and Human Resources Committee will consider the outcome of the vote as part of their ongoing review of the Corporation's executive compensation program.

   Prior to voting on this resolution, the Board urges Shareholders to read the "Compensation Discussion & Analysis" section of this Information Circular as it explains: (i) the objectives, philosophy and principles used in designing an executive compensation program for the Corporation's Named Executive Officers as hereinafter defined ("NEOs"); and (ii) how the Corporation's executive compensation program achieves the goal of aligning the NEOs' interests with the long-term interests of the Corporation's Shareholders. Furthermore, the Board encourages Shareholders with specific concerns about executive compensation to contact the Board directly by writing to the Chair of the Board, 100 - 10991 Shellbridge Way, Richmond, British Columbia, V6X 3C6.

   In 2025, the Corporation's Shareholders voted 98.08% in favor of the Corporation's approach to executive compensation.

   Management of the Corporation recommends voting FOR the advisory resolution respecting the Corporation's approach to executive compensation.

   INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

   Other than the election of Directors of the Corporation, no Director or officer of the Corporation, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

1. SHAREHOLDER PROPOSALS

   Appendix D to this Information Circular sets forth two (2) proposals received from Shareholders, along with the responses of the Corporation. Each of the two (2) proposals will be subject to vote at the Meeting.

   The Board and Management are recommending that Shareholders vote AGAINST the two (2) proposals set forth in Appendix D of the Information Circular, for the reasons outlined in Appendix D.

   Unless contrary instructions are indicated, the persons named as proxyholders in the form of proxy and voting instructions form intend to vote AGAINST the Shareholder Proposals set forth in Appendix D. Note that to be adopted, these proposals require a favorable vote of the assembled majority of the votes cast.

2. OTHER BUSINESS

As of the date of this Information Circular, Management and the Directors and officers of the Corporation are not aware of any other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. Should any other matter properly come before the Meeting, the accompanying forms of proxy confer discretionary authority to vote with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters that properly may come before the Meeting in the best judgment of the persons voting the proxy.

Following the conclusion of the formal business to be conducted at the Meeting, Management will provide the Shareholders with a presentation highlighting the Corporation's achievements in 2025, along with the Corporation's plans for 2026 and beyond.

Shareholders attending the Meeting in person will have a chance to pose questions and/or provide comments to members of the Corporation's senior Management team and the Board. Shareholders participating virtually in the Meeting will also be able to pose questions and/or provide comments to members of the Corporation's senior Management team and the Board via text through the LUMI AGM Platform. See "How to Participate in Our Hybrid Meeting - How To Ask a Question" for further information in this regard.

The Meeting will be held as a hybrid Meeting, both in person at the Corporation's Office, which is located at 100 - 10991 Shellbridge Way, Richmond, British Columbia, and virtually via the LUMI AGM Platform, which is located at:

https://meetings.lumiconnect.com/400-625-960-931

Password: premium2026 (case sensitive)

By holding a hybrid Meeting, Shareholders who cannot attend in person can participate virtually. This allows all Shareholders an equal opportunity to participate in, and contribute to, the Meeting online, regardless of their geographic location, using the LUMI AGM Platform.

If you have any questions regarding joining, or attending, the Meeting virtually or on virtual voting procedures, please refer to the "LUMI User Guide - Virtual Meeting" which is included in the mailing envelope sent to Shareholders and has also been filed on SEDAR+ (https://www.sedarplus.ca).

In the event of technical malfunction or other significant problem that disrupts the Meeting, the Meeting Chair will adjourn, recess, or expedite the Meeting, or take such other action as they determine is appropriate considering the circumstances.

How you vote depends on whether you are a Beneficial Shareholder or a Registered Shareholder.

Voting Options

Voting Prior to the Meeting by Mail, Fax or Internet

Complete the proxy form and return it to TSX Trust Company by mail or fax, or complete the form online.

You may either mark your votes or appoint another person (the proxyholder) to attend the Meeting and vote your Common Shares for you.

TSX Trust Company must receive your completed proxy no later than 1:30 p.m. Pacific Time on Monday, May 4, 2026 (the "Proxy Deadline").

You may return your completed proxy:

• By mail (in the envelope provided);

• By fax to 1-416-595-9593; or

• Online at https://www.voteproxyonline.com and enter your 12-digit Control Number (found on the proxy form).

  If You are a Registered Shareholder and Wish to Vote, or Attend, the Meeting in Person

  Do not complete or return the proxy form. Bring the proxy form to the Meeting.

  You must register with TSX Trust Company when you arrive at the Meeting.

  Appointing a Proxyholder

  Your proxy form names George Paleologou or Will Kalutycz, both officers of the Corporation, as your proxyholder. You can also choose another person to be your proxyholder by printing that person's name in the space provided (or following the online instructions). The proxyholder you name does not need to be a Shareholder. Your proxyholder must attend the Meeting to vote for you.

  Your proxyholder must vote according to the instructions you provided. If you did not specify how you want to vote, your proxyholder can vote your Common Shares as they wish. Your proxyholder will also decide how to vote on amendments or variations to any item of business or new matters that are properly brought before the Meeting.

  If you complete and return the form without naming a different proxyholder or specifying how you want to vote, George Paleologou or Will Kalutycz will vote as follows for you:

• FOR fixing the number of Directors at eight (8);

• FOR the election of each of the Director nominees listed in this Information Circular;

• FOR the re-appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation to hold office until the close of the next Annual Meeting of Shareholders, and to authorize the Board to fix the remuneration to be paid to the auditors;

• FOR the advisory resolution regarding the Corporation's approach to executive compensation; and

• AGAINST the Shareholder Proposals set forth in Appendix D.

Registration by a Proxyholder Attending the Meeting Virtually

The registration by proxyholders with TSX Trust Company is an additional step which must be taken after the Shareholder has submitted their form of proxy, if the proxyholder will be attending the Meeting virtually.

It is the responsibility of the Shareholder to advise their proxy to contact TSX Trust Company to request a Control Number.

Shareholders can:

1. download a form to request a Control Number at: https://www.tsxtrust.com/resource/en/75; or

2. contact TSX Trust Company by email at: tsxtrustproxyvoting@tmx.com,

by 1:30 p.m. Pacific time on May 4, 2026 and provide TSX Trust Company with their required contact information so that TSX Trust Company may provide the proxyholder with a Control Number via email.

Failure by a proxyholder to register with TSX Trust Company by 1:30 pm Pacific time on May 4, 2026 will result in the proxyholder not receiving a Control Number - which is required in order to vote virtually at the Meeting.

Without a Control Number, proxyholders attending virtually will be able to listen to, but not vote at, the Meeting.

Joining and Participating in the Meeting Virtually

To join and participate in the Meeting virtually:

1. Log in at:

   https://meetings.lumiconnect.com/400-625-960-931 at least 15 minutes before the Meeting is scheduled to start

2. Click on "I have a login"

3. Enter your 12-digit Control Number (located on your proxy form)

4. Enter the Password: premium2026 (case sensitive)

5. Now you have joined the Meeting and are ready to vote!

PLEASE NOTE that you have to be connected to the internet at all times in order to be able to vote. It is your responsibility to make sure that you stay connected for the entire Meeting.

What To Do If You Change Your Mind

A Shareholder who has given a form of proxy may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by an instrument in writing executed by such Shareholder or by their attorney authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited either at the above-mentioned office of TSX Trust Company on or before the last business day preceding the day of the Meeting or any adjournment thereof, or with the Chair of the Meeting on the day of the Meeting or any adjournment thereof.

Notwithstanding the foregoing, if a Registered Shareholder attends and votes at the Meeting, either virtually or in person, any previous proxies for such Registered Shareholder will be revoked.

Confidentiality The Corporation's transfer agent, TSX Trust Company, counts all proxies to ensure confidentiality and only shares proxies with Management where they contain comments clearly intended for Management, in the event of a proxy contest, or to meet legal requirements.

Voting Results We will file the voting results, including details about the percentage of support received for each item of business, promptly following the Meeting.

If you have any questions or concerns regarding voting or participating virtually at the Meeting during the Meeting, please do not hesitate to contact LUMI Technical Support via e-mail at:

support-ca@lumiglobal.com

Please note that LUMI Technical Support will only be available once the Meeting link is open (i.e. - 1 hour before the Meeting is scheduled to start).

Voting Options

Voting Prior to the Meeting by Mail, Fax or Internet

Complete the voting instruction form and return it as per the instructions on the form.

You may either mark your votes or appoint another person (the proxyholder) to attend the Meeting and vote your Common Shares for you.

Your voting instruction form tells you how to return the form and should provide options for mailing, faxing and online voting.

Your Intermediary must receive your voting instructions with sufficient time to act on them, generally one (1) business day before the Proxy Deadline, which would be Friday, May 1, 2026.

If You are a Beneficial Shareholder and Wish to Vote, or Attend, the Meeting

If you are a Beneficial Shareholder and wish to vote at the Meeting, you will have to appoint yourself as a proxyholder by inserting your own name in the space provided on the voting instruction form, and returning it to your Intermediary as per the instructions on the form. (See further instructions below.)

IF YOU ARE ATTENDING THE MEETING IN PERSON, you will also have to register with TSX Trust Company when you arrive at the Meeting.

IF YOU ARE ATTENDING THE MEETING VIRTUALLY, you will also have to register yourself as a proxyholder with TSX Trust Company (as per the instructions set out below).

Appointing a Proxyholder

Your voting instruction form names George Paleologou or Will Kalutycz, both officers of the Corporation, as your proxyholder. You can also choose another person to be your proxyholder by printing that person's name in the space provided (or following the online instructions). The proxyholder you name does not need to be a Shareholder. Your proxyholder must attend the Meeting to vote for you.

Your proxyholder must vote according to the instructions you provided. If you did not specify how you want to vote, your proxyholder can vote your Common Shares as they wish. Your proxyholder will also decide how to vote on amendments or variations to any item of business or new matters that are properly brought before the Meeting.

If you complete and return the form without naming a different proxyholder or specifying how you want to vote, George Paleologou or Will Kalutycz will vote as follows for you:

• FOR fixing the number of directors at eight (8);

• FOR the election of each of the Director nominees listed in this Information Circular;

• FOR the re-appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation to hold office until the close of the next Annual Meeting of Shareholders, and to authorize the Board to fix the remuneration to be paid to the auditors;

• FOR the advisory resolution regarding the Corporation's approach to executive compensation; and

• AGAINST the Shareholder Proposals set forth in Appendix D.

IF YOU HAVE APPOINTED A PROXYHOLDER (INCLUDING YOURSELF) AND THE PROXYHOLDER IS ATTENDING THE MEETING VIRTUALLY, YOU MUST SUBMIT YOUR FORM

OF PROXY APPOINTING YOUR PROXYHOLDER AND YOU MUST ENSURE THAT YOUR PROXYHOLDER REGISTERS (SEPARATELY) WITH TSX TRUST COMPANY.

Registration by a Proxyholder

The registration by proxyholders with TSX Trust Company is an additional step which must be taken after you have submitted your voting instruction form if the proxyholder will be attending the Meeting virtually.

It is the responsibility of the Shareholder to advise their proxy to contact TSX Trust Company to request a Control Number and provide the URL to access the Meeting.

Shareholders can:

1. download a form to request a Control Number at: https://www.tsxtrust.com/resource/en/75; or

2. contact TSX Trust Company by email at: tsxtrustproxyvoting@tmx.com,

by 1:30 p.m. Pacific time on May 4, 2026 and provide TSX Trust Company with their required contact information so that TSX Trust Company may provide the proxyholder with a Control Number via email.

Failure by a proxyholder to register with TSX Trust Company by 1:30pm Pacific time on May 4, 2026 will result in the proxyholder not receiving a Control Number - which is required in order to vote virtually at the Meeting.

Without a Control Number, proxyholders attending virtually will be able to listen to, but not vote at, the Meeting.

Joining and Participating In the Meeting Virtually

To join and participate in the Meeting virtually:

1. Log in at

   https://meetings.lumiconnect.com/400-625-960-931 at least 15 minutes before the Meeting is scheduled to start

2. Click on "I have a login"

3. Enter your 12-digit Control Number

4. Enter the Password: premium2026 (case sensitive)

5. Now you have joined the Meeting and are ready to vote!

PLEASE NOTE that you have to be connected to the internet at all times in order to be able to vote. It is your responsibility to make sure that you stay connected for the entire Meeting.

What To Do If You Change Your Mind

If you have provided voting instructions to your Intermediary and you change your mind about how you want to vote, or you decide to attend the Meeting and vote, please contact your Intermediary to find out what to do. If you voted online, you can also change your instructions online.

Please note that your Intermediary must receive your revised instructions with enough time to act on them prior to the Proxy Deadline.

Confidentiality The Corporation's transfer agent, TSX Trust Company, counts all proxies to ensure confidentiality and only shares proxies with Management where they contain comments clearly intended for Management, in the event of a proxy contest, or to meet legal requirements.

Voting Results We will file the voting results, including details about the percentage of support received for each item of business, promptly following the Meeting.

If you have any questions or concerns regarding voting or participating virtually at the Meeting during the Meeting, please do not hesitate to contact LUMI Technical Support via e-mail at:

support-ca@lumiglobal.com

Please note that LUMI Technical Support will only be available once the Meeting link is open (i.e. - 1 hour before the Meeting is scheduled to start).

You cannot vote or submit questions virtually at the Meeting if you attend the Meeting as a guest. You can only watch or listen to the Meeting.

How to Log into the Meeting as a Guest

1. Log in at:

   https://meetings.lumiconnect.com/400-625-960-931

   at least 15 minutes before the Meeting is scheduled to start

2. Click on "I am a guest"

3. Fill in the form

Registered Shareholders or proxyholder appointees (only) who are not attending the Meeting in person may submit questions via text through the LUMI AGM Platform once the Chair has opened the Meeting. Questions will not be accepted from Meeting guests.

How to ask a question:

1. Select the "questions" tab

2. Type your question within the box at the top of the screen

3. Click the button to "send"

1. The Meeting Chair will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable.

2. General questions will be answered by the Board Chair, and other members of the Corporation's senior Management team, at the end of the Meeting.

3. It is recommended that you submit any questions that you may have as soon as possible during the Meeting so that they can be addressed at the right time.

4. There is no limit to the number of questions that can be asked.

5. Please make all questions as brief and concise as possible, and address only one (1) topic per question.

6. Questions received from multiple Shareholders (or proxyholder appointees) regarding the same topic, or topics that are otherwise related, will be grouped, summarized, and answered together.

7. All questions received via the LUMI AGM Platform will be moderated before being sent to the Board Chair.

8. All Shareholder/proxyholder appointee questions are welcome. However, the Corporation will not address questions that:

   1. are irrelevant to the Corporation's operations or to the business of the Meeting;

   2. are related to non-public information about the Corporation;

   3. are related to personal grievances;

   4. constitute derogatory references to individuals or that are otherwise offensive to third parties;

   5. are repetitious or have already been asked by other Shareholders/proxyholder appointees;

   6. are in furtherance of a Shareholder's/proxyholder appointee's personal, or business, interest; or

   7. are out of order or not otherwise appropriate as determined by the Board Chair or Secretary of the Meeting in their reasonable judgment.

9. If you submitted a question but it was not answered during the Meeting, Shareholders/proxyholder appointees may contact:

The Board of the Corporation currently has ten (10) members. Sean Cheah, Johnny Ciampi, Thomas Dea, Dr. Marie Delorme, C.M., Bruce Hodge, Kathleen Keller-Hobson, Hugh McKinnon, George Paleologou, and Mary Wagner, were elected to serve as a Director by the Corporation's Shareholders at the Corporation's 2025 Annual Meeting of Shareholders, held on May 6, 2025. John Hatherly was appointed effective March 1, 2026. As Sean Cheah and Kathleen Keller-Hobson will not be standing for re-election, the Board has resolved to set the number of Directors at eight (8) for the purposes of the Meeting.

Appointment of John Hatherly to the Board

The Corporation entered into a board nomination rights agreement dated January 2, 2026 (the "Nomination Agreement") with Wynnchurch Capital Partners IV, L.P. ("Wynnchurch"). The Nomination Agreement provided Wynnchurch with board nomination rights such that upon the request of Wynnchurch at any time prior to the Corporation's 2026 annual general meeting, the Corporation would use its best efforts to promptly appoint one person nominated by Wynnchurch as an additional Director of the Corporation. At a Board meeting held on February 4, 2026 a resolution was passed unanimously confirming John Hatherly's appointment to the Corporation's Board effective March 1, 2026.

As John Hatherly is a nominee of Wynnchurch, the Board has confirmed that, pursuant to the Corporation's Director Share Ownership Policy, he will not be required to meet the Director share ownership requirements so long as Wynnchurch holds a number of Common Shares: (i) in excess of Mr. Hatherly's shareholding requirement; and (ii) in compliance with any shareholding requirement in the Nomination Agreement.

As at March 17, 2026, Wynnchurch holds 1,470,032 Common Shares of the Corporation.

Each current Director has been appointed to serve until the next Annual Meeting of Shareholders or until a successor is elected or appointed.

The Corporation's Corporate Governance and Nominating Committee, and the Board, are confident that each of the eight (8) Director nominees:

1. has the skills, experience and expertise required to capably assist the Board in carrying out its mandate;

2. meets or exceeds the minimum eligibility requirements set out by the Canada Business Corporations Act ("CBCA"); and

3. will, if elected, provide capable and responsible oversight as a steward of the Corporation, including prudent oversight of Management.

The profiles contained on the following pages provide biographical information on the nominees proposed for election as Directors of the Corporation, including names, municipalities of residence, offices held with the Corporation (i.e., directorship and/or office), ages, status (i.e., independent or non-independent), and the year each current Director first became a director or trustee of the Corporation and/or its predecessors. The principal occupations for the five (5) preceding years of the nominees are also shown, along with the attendance record of each current Director at Board/Committee meetings during the financial year ended December 27, 2025, as well as the voting results for each current Director (as applicable) at the 2025 Annual Meeting of Shareholders.

All but one (1) of the nominated Directors are independent. Mr. Paleologou is a non-independent Director as a result of his position as the President and Chief Executive Officer (the "President and CEO") of the Corporation.

We define "independent director" according to the definition contained in National Instrument 52-110 -Audit Committees - Section 1.4.

With the exception of John Hatherly, all Directors are required to meet equity ownership requirements. Each profile also contains information on the number of securities of the Corporation held by each current Director (as applicable) as at March 17, 2026, the value of those securities, along with each current Director nominee's status as it relates to the equity ownership requirements. For further information on Director equity ownership requirements, see "Director Compensation - Directors' Equity Ownership Requirements".

Director Change of Circumstance Policy

The Corporation has implemented a Director change of circumstance policy (the "Change of Circumstance Policy") which sets out the procedure to be followed by each Director in the event of a material change in their employment status, outside affiliation(s), qualification as an independent director, ability to commit to the required Board participation and

attendance, circumstances giving rise to actual or potential conflicts of interest, or reputational risk on the part of the Corporation, or other circumstance which might adversely affect their ability, or their qualifications, to continue to serve on the Board.

Pursuant to the terms of the Change of Circumstance Policy, each Director must notify the Chair of the Board in writing, in advance whenever possible, of any such circumstance that may affect either their ability, or their qualifications, to continue to serve on the Board. Each Director must also notify the Chair of the Board of their intention to join, or be nominated for election to, the board of directors of another company (other than a privately-held, personal holding company).

The Chair of the Board, in consultation with the Board, will determine what steps, if any, should be taken in the event of a material change of circumstance of a particular Director.

The Change of Circumstance Policy is designed (among other things) to prevent any one Director from serving on numerous boards of directors of public or private companies which would create a circumstance where such Director was unable to effectively perform their duties as a Director of the Corporation. It is noted that all of the Corporation's Directors have a 100% attendance record at all Committee Meetings and a near-perfect (98.99%) attendance record at Board Meetings (one Director missed one Board Meeting in 2025). It is further noted that only four (4) of the Corporation's current Directors serve on the board of other public companies. One (1) Director sits on two (2) other public company boards, while the remaining three (3) sit on one (1) other public company board.

Board Interlocks

A board interlock occurs when two (2) or more Directors are also members of the board of another

public company. None of the Director nominees serve together on the board of another unrelated public company.

Other than the appointment of John Hatherly pursuant to the Nomination Agreement, none of the nominations involve a contract, arrangement or understanding involving a Director or executive officer of the Corporation or any other person.

The Corporation's employment equity and diversity policy applies to all positions, including Director nominees. See "About Our Employment Equity and Diversity Policy" for more information on the Corporation's employment equity and diversity policy.

Length of Term

Each Director elected at the Meeting will hold office until the earlier of the next Annual Meeting of Shareholders or until his or her successor is elected or appointed.

The Corporation has not established mandatory term limits. The objective of term limits is to add new Directors who provide diverse insights, experience and ideas to the Board. The downside of term limits is the loss of input from incumbent Directors who have developed, throughout their time on the Board, a comprehensive understanding of the Corporation's business, operations and strategic direction. It is the Corporation's view that it benefits more from adding Directors with diverse backgrounds over time, rather than by mandating term limits. In this regard, the Corporation has added three (3) new Directors over the last five (5) years.

The average term of service for the Corporation's nine (9) Independent Directors, excluding the Chairman of the Board, is 8.25 years.

b.

where it is required to satisfy the CBCA's requirement that at least two (2) directors of a distributing

corporation not also be officers or employees of the corporation or its affiliates.

Any Director who tenders their resignation pursuant to the Majority Voting Policy is not permitted to attend or

participate in any part of a meeting of the Board or the Corporate Governance and Nominating Committee at which their resignation is to be considered.

Where the resignation of a Director is accepted pursuant to the terms of the Majority Voting Policy, the Board may, in accordance with the provisions of the CBCA, leave the resultant vacancy unfilled until the next Annual Meeting of Shareholders, fill the vacancy through the appointment of a new Director whom the Board considers to merit the confidence of the Shareholders, or it may call a special meeting of Shareholders at which one (1) or more Director nominees will be presented to the Shareholders to fill the vacant position or positions.

The Majority Voting Policy does not apply to a contested election where the number of nominees exceeds the number of Directors to be elected.

Nominees for election to the Board must agree to abide by the terms of the Majority Voting Policy before their names are recommended for election to the Shareholders.

The Corporation's Corporate Governance and Nominating Committee and the Board have identified certain skills and competencies key to the oversight of the Corporation's strategy and operations. The following matrix (the "Directors Skills Matrix") sets out those skills and competencies, and identifies the relevant principal skills and competencies, of the various Director nominees.

The Corporate Governance and Nominating Committee reviews the Directors Skills Matrix annually, along with the age, gender and other diverse characteristics, and tenure of each of the Corporation's Directors, and the competencies, skills, and personal qualities of the Corporation's Directors.

The following information relating to the Director nominees is based partly on our records and partly on information received from each nominee. All information, unless otherwise noted, is presented as at March 17, 2026. The market value of each nominated Director's holdings has been calculated using the closing price of the Corporation's Common Shares on the Toronto Stock Exchange ("TSX"), being $96.40 on March 17, 2026.

Johnny Ciampi

Vancouver, British Columbia Age: 55

Director since July 27, 2005 Independent

Chair of the Audit Committee

Skills and Experience:

C-Suite

Corporate Finance / Public Markets

Entrepreneurship / Private Equity

Financial / Treasury Governance

Mergers and Acquisitions Risk Management

Managing Director, Lucris Capital Corp., (March 2025 - present) Managing Director of Maxam Capital Corp. (2008 - March 2025)

Mr. Ciampi is managing director of Lucris Capital Corp, a Vancouver based private investment firm focused on structured investments in both publicly traded and private companies. Mr. Ciampi is also Managing Partner of Propemun Credit Fund Limited Partnership, a Vancouver based credit fund focusing on the acquisition of a diversified pool of US consumer loan receivables through a forward flow agreement with Propel Holdings Ltd. (a TSX listed fintech lender). Mr. Ciampi was co-founder and managing partner of the Maxam Opportunities Funds - private equity funds, which focus on structured investments in both publicly traded and private companies. Prior to forming the Maxam Funds, Mr. Ciampi was the Executive Vice President and Chief Financial Officer of Gibralt Capital and a partner of Second City Capital Partners, Vancouver-based private equity groups. Mr. Ciampi also serves on the board of directors of Premium Brands Holding Corporation, Diversified Royalty Corporation and Beautifi Financial Solutions Inc. as well as formerly serving as a director of Geodrill Limited and Valdy Investments Ltd.

Diversified Royalty Corp. (TSX:DIV) September 26, 2014 to present Geodrill Limited (TSXV:GEO) May 13, 2019 to March 4, 2022 The INX Digital Company Inc.

(formerly known as Valdy

Investments Ltd.) (TSXV:VLDY) August 22, 2018 to January 10, 2022

Status Under Equity Ownership Requirements: Requirements Exceeded

Thomas Dea Toronto, Ontario Age: 61

Director since December 1, 2023

Independent

Member of the Audit Committee

Chair of the Corporate Governance and Nominating Committee

Skills and Experience:

C-Suite

Corporate Finance / Public Markets

Entrepreneurship / Private Equity

Financial / Treasury Governance

Human Resources / Compensation

International Business Legal / Regulatory Mergers and Acquisitions Risk Management

Strategic Planning / Capital Expansion

President and CEO of Kicking Horse Capital Inc. ("Kicking Horse")

Kicking Horse is an alternative asset manager focused on investing in public equities, distressed securities and special situations.

Prior to Kicking Horse, Mr. Dea was a Partner at West Face Capital Inc. ("WFC"), an alternative asset manager, and Co-Head of the West Face Alternative Credit Fund.

Prior to WFC, Mr. Dea was Managing Director of Onex Corporation, a private equity firm.

Mr. Dea has extensive financial and business expertise, including experience in private equity and credit, public and private mergers and acquisitions, corporate finance, and corporate governance, and has served as a director of a number of public and private companies, including as Chairman.

Mr. Dea holds an M.B.A. from Harvard Business School and a B.A. from Yale College.

Securities Held (as at March 17, 2026):

Year Common

Shares Held (#)

Directors'

Share Units ("DSUs")

Held (#)

Other

Securities Held (#)

Total

Common Shares and Other Securities Held (#)

Total Market

Value ($)

Tidewater Midstream and Infrastructure Ltd. (TSX: TWM) 2022 - present Tidewater Renewables Ltd. (TXS: LCFS) November 25, 2024 - present

2026 106,479(4)2,791 Nil 109,270(4)$10,533,628

Status Under Equity Ownership Requirements: Requirements Exceeded

Dr. Marie Delorme, C.M.

Calgary, Alberta Age: 70

Director since December 1, 2021

Independent Member of the

Compensation and Human

Resources Committee

Skills and Experience:

C-Suite

Entrepreneurship / Private Equity

ESG / Sustainability Governance

Human Resources / Compensation

Mergers and Acquisitions Risk Management

Strategic Planning / Capital Expansion

Founder and CEO of Imagination Group Inc.

Dr. Marie Delorme is the founder and CEO of Imagination Group Inc., an Indigenous corporation made up of three entities, each providing services nationally to industry, governments, not-for-profits, and Indigenous groups in the areas of business consulting, brand management, and ceremonial tobacco used for gifting and ceremonies.

Dr. Delorme holds a Bachelor of Science degree, a Master of Business of Administration from Queen's University, and both a PhD and an Honorary Doctor of Laws from the University of Calgary.

Dr. Delorme began her career in 1973 and joined the telecommunications industry in 1982, first with the Manitoba Telephone System then with TELUS, progressing from sales, to management, and ultimately serving as Assistant Vice President of Human Resources.

Over three decades, Dr. Delorme has gained extensive experience as a director of numerous private companies, charitable organizations, and universities, most recently Canadian Western Bank, Donner Canadian Foundation, and the National Indigenous Economic Development Board. She has served as an advisor to corporations, universities, regulatory bodies, the Governor General of Canada, and provincial and federal governments and has conducted governance and human resource reviews and strategy sessions for over 200 organizations over the past twenty-four years.

Dr. Delorme's experience and contributions have been recognized through awards in business and commerce, academia, entrepreneurship, women in business, and the Order of Canada.

Canadian Western Bank (TSX:CWB) April 1, 2021 to April 4, 2024

Status Under Equity Ownership Requirements: Requirements Exceeded

John Hatherly

Rosemont, Illinois

Age: 66

Director since March 1, 2026 Independent

Skills and Experience: C-Suite

Corporate Finance / Public Markets

Entrepreneurship / Private Equity

ESG / Sustainability Financial / Treasury

Food Industry Governance

Human Resources / Compensation

International Business Legal / Regulatory Mergers and Acquisitions Risk Management

Strategic Planning / Capital Expansion

Managing Partner, Wynnchurch Capital, L.P.

Mr. Hatherly is the founder, chairman and managing partner of Wynnchurch Capital L.P., an Illinois-based private investment firm that invests equity in middle market businesses in the United States and Canada.

Prior to founding Wynnchurch Capital, L.P. in 1999, Mr. Hatherly spent 12 years at GE Capital in a variety of executive roles and 3 years in banking prior to GE Capital.

Mr. Hatherly has over 40 years of experience in investments, including leveraged buyouts, financial restructurings, capital raising and mergers and acquisitions.

Mr. Hatherly holds a Master of Business Administration from the University of Wisconsin and a Bachelor of Arts degree from the University of Notre Dame.

Nil

Securities Held (as at March 17, 2026):

Year Common

Shares Held (#)

Directors'

Share Units ("DSUs")

Held (#)

Other

Securiti es Held (#)

Total

Common Shares and DSUs Held (#)

Total Market

Value ($)

2026 1,514,304(7)Nil Nil 1,514,304(7)$145,978,905

Status Under Equity Ownership Requirements: Requirements Exceeded

Bruce Hodge

West Vancouver, British Columbia

Age: 73

Director since July 27, 2005 Independent

Chair of the Board

Member of the Audit Committee

Member of the Compensation and Human Resources Committee

Skills and Experience: C-Suite

Corporate Finance / Public Markets

Entrepreneurship / Private Equity

Financial / Treasury Governance

Human Resources / Compensation

Mergers and Acquisitions Risk Management

Strategic Planning / Capital Expansion

Managing Director, Pender West Capital Partners Inc.

Mr. Hodge is Managing Director of Pender West Capital Partners Inc., a Vancouver-based private investment firm that invests equity capital in small to medium sized businesses. In addition, he serves on the Board of both Dinoflex Group LP (a private rubber surfaces manufacturing organization), and Overland Container Transportation Services (a private drayage company).

In 1989, Mr. Hodge was a founding partner of CWC Capital Ltd. ("CWC"). Prior to forming CWC, Mr. Hodge was a Vice-President and Director of Pemberton Securities Inc., a fully integrated investment banking firm.

Mr. Hodge has over 45 years of experience in investment and merchant banking, including financial reorganizations, capital raising and mergers and acquisitions.

Mr. Hodge holds a Master of Business Administration from the University of Western Ontario and a Master of Arts (Economics) degree from Queen's University.

Nil

Securities Held (as at March 17, 2026):

Year Common

Shares Held (#)

Directors'

Share Units ("DSUs")

Held (#)

Other

Securiti es Held (#)

Total

Total Market

Common Value ($)

Shares and DSUs Held (#)

2026 338,811(8)5,049 Nil 343,860(8)$33,148,104

Status Under Equity Ownership Requirements: Requirements Exceeded

Hugh McKinnon

Surrey, British Columbia Age: 67

Director since January 1, 2007

Independent

Member of the Corporate Governance and Nominating Committee

Skills and Experience:

C-Suite

Corporate Finance / Public Markets

Entrepreneurship / Private Equity

Financial / Treasury Governance

Human Resources / Compensation

International Business Mergers and Acquisitions Risk Management

Strategic Planning / Capital Expansion

Director and Shareholder, Norscot Investments Ltd.

Mr. McKinnon is a director and shareholder of Norscot Investments Ltd., a privately held company with extensive interests in media and residential/commercial developments in Washington, British Columbia, and Alberta.

Mr. McKinnon is also a director of Glacier Media Inc. (TSX:GVC), a media business primarily involved in newspapers and digital media.

Mr. McKinnon has an extensive background in broadcast communications, having served as the President and Chief Executive Officer of Okanagan Skeena Ltd. and Nornet Broadcasting Ltd.

Mr. McKinnon has extensive executive and senior management leadership experience, governance, and executive compensation expertise.

Glacier Media Inc. (TSX:GVC) November 13, 2019 to present

Status Under Equity Ownership Requirements: Requirements Exceeded