Ag Growth International Inc. — Proxy Solicitation & Information Statement 2021

Apr 6, 2021

ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY

==> picture [125 x 32] intentionally omitted <==

MARCH 29, 202 1

==> picture [126 x 32] intentionally omitted <==

==> picture [612 x 792] intentionally omitted <==

==> picture [612 x 792] intentionally omitted <==

==> picture [154 x 792] intentionally omitted <==

6 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [318 x 645] intentionally omitted <==

1	LETTER FROM THE CHAIR OF THE BOARD AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER	1
2	NOTICE OF 2021 ANNUAL MEETING	3
3	HOW TO VOTE	7
4	WHAT THE MEETING WILL COVER	13
5	ABOUT THE NOMINATED DIRECTORS	21
6	DIRECTOR COMPENSATION	29
7	COMPENSATION DISCUSSION & ANALYSIS	35
8	COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	49
9	CORPORATE GOVERNANCE PRACTICES	63
10	ADDITIONAL INFORMATION	81
11	SCHEDULE A - BOARD OF DIRECTORS TERMS OF REFERENCE	83
12	SCHEDULE B - SHARE OPTION PLAN	89

==> picture [270 x 44] intentionally omitted <==

==> picture [46 x 687] intentionally omitted <==

==> picture [141 x 792] intentionally omitted <==

LETTER FROM THE CHAIR OF THE BOARD AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Fellow Shareholders,

It is our pleasure to invite you to attend the Annual Meeting of Shareholders to be held on May 12, 2021.

While AGI has proven the resiliency of its business model amid very challenging conditions throughout 2020, we remain vigilant and committed to ensuring the safety of all stakeholders – shareholders, employees, customers, suppliers, and others key partners. To that end, we will again be hosting the AGM in a virtual format. We value interaction with our shareholders and believe the virtual format balances the opportunity for shareholders to participate while also managing the ongoing risks posed by the COVID-19 pandemic.

Following the formal portion of the meeting, we will hear from several members of the AGI team. After a brief review of our 2020 financial results, we will spend more time on the current status of your business as we work our way through the pandemic. We will then discuss our outlook for 2021, along with our strategic priorities for the upcoming year.

Together with comprehensive governance, we are working across AGI to continue our execution on the Strategy, People, and Capital Allocation initiatives that will enable your business to emerge from the COVID-19 crisis in the best possible position to continue growing.

We encourage you to vote on the important items tabled this year and look forward to connecting with fellow shareholders.

Thank you for your continued support and we look forward to hearing from you at this year’s meeting.

Sincerely,

==> picture [112 x 50] intentionally omitted <==

==> picture [95 x 42] intentionally omitted <==

TIM CLOSE President & CEO

BILL LAMBERT Chair of the Board of Directors

1

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [360 x 792] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

2

NOTICE OF 2021 ANNUAL MEETING

To the Shareholders of Ag Growth International Inc.

(“ AGI ”, the “ Company ”, “ we ”, “ our ” or “ us ”):

Your vote is important

As a shareholder, it is very important that you read this material carefully and then vote your shares at the Meeting.

The information in this document is as at March 29, 2021, unless otherwise indicated.

All dollar amounts are in Canadian dollars unless otherwise indicated.

WHEN[|] Wednesday, May 12, 2021, 10:00 a.m. (Eastern time)

WHERE[|] Virtual only Meeting

via live audio webcast online at https://web.lumiagm.com/403511294.

You will not be able to attend the Meeting physically.

As part of our corporate social responsibility and our ongoing response to COVID-19, AGI believes hosting its annual meeting in virtual only format again this year is in the best interest of our stakeholders and it is part of our continuing commitment to do our part to protect the health and safety of our communities, employees, shareholders and other stakeholders. See “How to Attend and Participate at the Meeting” (Item 3.3) in the Circular for detailed instructions on how to virtually attend and vote at the Meeting.

==> picture [142 x 792] intentionally omitted <==

3

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [242 x 792] intentionally omitted <==

2 .1

Matters to be Covered

1. Receive the financial statements of the Company for the year ended December 31, 2020, including the auditors’ report

2. Fix the number of Directors to be elected at the Meeting at eight and elect eight Directors of the Company

3. Appoint the auditors of the Company

4. Ratify and approve a new fixed number Share Option Plan for the Company and approve all unallocated options under the Share Option Plan

5. Consider any other business that may properly come before the Meeting

Additional information relating to the matters to be brought before the Meeting is set out in the Management Proxy Circular (the “ Circular ”) that accompanies this Notice.

The Directors have fixed the close of business on March 29, 2021 as the record date for determining Shareholders who are entitled to attend and vote at the Meeting.

2 . 2

You Have the Right to Vote

You are entitled to receive notice of and vote at the Meeting, or any adjournment, if you are a holder of common shares of the Company at the close of business on March 29, 2021.

You have the right to vote your shares on matters 2 through 4 listed in Item 2.1 and any other matters that may properly come before the Meeting or any adjournment.

2 . 3

Notice-and-Access

This year we are again using Notice-and-Access to deliver this Notice, the Circular and the annual financial statements and related management’s discussion and analysis (the “ Meeting Materials ”) to our non-registered shareholders. This means that the Meeting Materials are being posted online for non-registered shareholders to access, rather than being mailed out. Notice-and-Access substantially reduces our printing and mailing costs, and is environmentally friendly as it reduces paper and energy consumption.

Beneficial (non-registered) shareholders will still receive a voting instruction form in the mail so you can vote your shares but, instead of receiving a paper copy of the Meeting Materials, you will receive a notice with information about how you can access the Meeting Materials electronically and how to request a paper copy.

==> picture [41 x 687] intentionally omitted <==

4

The Circular is available at www.envisionreports.com/AGGQ2021 , on our company website at www.aggrowth.com/management-proxy-circular and on SEDAR at www.sedar.com.

You may request a paper copy of the Meeting Materials, at no cost, up to one year from the date the Notice and Circular were filed on SEDAR

2 . 4

Participation in the Meeting

You can attend the Meeting by joining the live webcast online at https://web.lumiagm.com/403511294. See “How to Attend and Participate at the Meeting” (Item 3.3) in the Circular for detailed instructions on how to attend and vote at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

==> picture [89 x 52] intentionally omitted <==

RYAN KIPP

Senior Vice President Legal, General Counsel and Corporate Secretary

Winnipeg, MB March 29, 2021

5

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

6

HOW TO VOTE

==> picture [189 x 292] intentionally omitted <==

Registered Shareholders

You are a registered shareholder if your name appears on your share certificate. Your proxy form will indicate whether you are a registered shareholder.

Option 1 – Voting Before the Meeting

BY PROXY (PROXY FORM)

You may give your voting instructions 24 hours a day 7 days a week using one of the following methods:

INTERNET

Go to www.investorvote.com and follow the instructions

TELEPHONE

1-866-732-VOTE (8683) Toll Free 1-312-588-4290 International

If you vote by telephone, you cannot appoint anyone other than the directors of the Company named on your form of proxy as your proxyholder.

Proxy Voting Deadline

Computershare Investor Services Inc. (“ Computershare ”) must receive your proxy form or you must have voted online or by telephone prior to 10:00 a.m. (Eastern time) on May 10, 2021.

Option 2 – Voting at the Meeting

ONLINE AT THE MEETING

You do not need to vote in advance of the Meeting by Internet or telephone or by returning your proxy form if you intend to vote at the Meeting by completing a ballot online during the Meeting. To vote in person at the Meeting, you will need to log in online at https://web.lumiagm.com/403511294. We recommend that you log in at least one hour before the Meeting starts. Click “Login” and then enter your Control Number located on your form of proxy and the Password “ag2021” (case sensitive) . Voting online during the Meeting will automatically cancel any proxy you completed and submitted earlier.

MAIL

Return your completed proxy form in the prepaid envelope provided.

7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

Non–Registered (Beneficial) Shareholders

You are a non-registered or beneficial shareholder when an intermediary (a bank, trust company, other financial institution or broker) holds your shares on your behalf. When you receive a voting instruction form, this tells you that you are a non-registered shareholder.

Option 1– Voting Before the Meeting

Non-registered or beneficial shareholders will receive a notice and voting instruction form indirectly through their broker or other intermediary. The notice and voting instruction form contain instructions on how to access our proxy materials and return your voting instructions. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out in this Circular. You should contact your broker or intermediary for further details or if you have any voting questions

Option 2 – Voting at the Meeting

We do not have access to the names or holdings of our non-registered shareholders. That means you can only vote your shares online at the Meeting if you have previously appointed yourself as the proxyholder for your shares in accordance with the instructions on your voting instruction form, and then register yourself as your proxyholder with Computershare by visiting http://www.computershare.com/AGGrowth by 10:00 a.m. (Eastern time) on May 10, 2021, and providing Computershare with the required information so that Computershare may provide you with a Control Number via email. Without a Control Number, proxyholders will not be able to vote at the Meeting but will only be able to attend as a guest.

If you are unsure whether you are a registered or non-registered shareholder, please contact Computershare by telephone: 1-800-564-6253 (in Canada and the United States).

==> picture [41 x 687] intentionally omitted <==

8

3.1

the Meeting online, voting at the Meeting online will revoke your previous proxy.

How Your Shares Will Be Voted

You can choose to vote “For” or “Against” or “Withhold”, depending on the matter to be voted on.

When you provide your voting instructions in accordance with your proxy or voting instruction form, unless you appoint another proxyholder, you authorize Bill Lambert or Tim Close, who are both directors of AGI (and President and CEO in the case of Mr. Close), to vote your shares for you at the Meeting according to your instructions. If you return your proxy form or voting instruction form and do not tell us how you want to vote your shares, your shares will be voted FOR each of the matters set forth in the Notice of 2021 Annual Meeting and this Circular.

• (if you are a non-registered shareholder) contacting your intermediary. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the voting instruction form to ensure it is given effect at the Meeting.

If you are a registered shareholder, you can also revoke a vote you made by proxy by sending a notice in writing from you or your authorized attorney to our Corporate Secretary so that it is received before 5:00 p.m. (Central time) on May 11, 2021, or by 5:00 p.m. (Central time) on the business day before the date the Meeting is reconvened if it was postponed or adjourned.

Appointing a Third Party Proxyholder

You may appoint a person other than Bill Lambert or Tim Close to attend the Meeting and vote your shares for you.

This person does not have to be a shareholder. To do so follow the instructions set forth in your proxy or voting instruction form, and then register your proxyholder with Computershare by visiting http://www.computershare. com/AGGrowth by 10:00 a.m. (Eastern time) on May 10, 2021, and providing Computershare with the required information so that Computershare may provide your proxyholder with a Control Number via email. Without a Control Number, proxyholders will not be able to vote at the Meeting but will only be able to attend as a guest. Your proxyholder must be present at the Meeting to vote your shares.

Your proxyholder will vote your shares as he or she sees fit on any amendments to the matters to be voted on and on any other matters that may properly come before the Meeting or any adjournment.

Also see “Voting by Proxy” (Item 3.6).

3. 2

Changing Your Vote

You can change a vote you made by proxy by:

• (if you are a registered shareholder) voting again on the Internet or by telephone before 10:00 a.m. (Eastern time) on May 10, 2021, or by completing a proxy form that is dated later than the proxy form you are changing, and mailing it as instructed on your proxy form so that it is received before 10:00 a.m. (Eastern time) on May 10, 2021. In addition, if you have followed the process for attending and voting at

3. 3

How to Attend and Participate at the Meeting

We are holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting.

Guests, including non-registered beneficial shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote or ask questions.

• Log in online at https://web.lumiagm.com/403511294 . We recommend that you log in at least one hour before the Meeting starts.

• Click “ I HAVE A LOGIN ” and then enter your Control Number (see below) and Password “ag2021” (case sensitive) and click “ LOGIN ”.

OR

• Click “ I AM A GUEST ” and then complete the online form.

• Registered shareholders: The control number located on your proxy form is your Control Number.

9

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

Duly appointed proxyholders: Provided that the proxyholder has been duly appointed and then registered at

http://www.computershare.com/AGGrowth by 10:00

a.m. (Eastern time) on May 10, 2021 (as further described above) , Computershare will provide the proxyholder with a Control Number by e-mail.

If you attend the Meeting online, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

3. 4 Other Information

Computershare counts and tabulates the votes. It does this independently of AGI to ensure the votes of individual shareholders are confidential. Proxy or voting instruction forms are referred to us only when it is clear that a shareholder wants to communicate with management, the validity of the form is in question or the law requires it.

To assist you in making an informed decision, please read this Circular, which provides information on the Meeting, the nominated Directors, the proposed auditors our Share Option Plan, the Board’s committees, our corporate governance practices, compensation of the directors (“Directors”) and executive officers (“Executive Officers”) of the Company, and our annual financial statements and the related Management’s Discussion and Analysis (“MD&A”) that outlines the financial condition and results of our operations for the year ended December 31, 2020. These materials can be accessed at www.envisionreports.com/AGGQ2021, on our company website at https://www.aggrowth.com/en-us/investors/ financial-reports/2020 or on SEDAR at www.sedar.com.

Proxy materials are sent to our registered shareholders through our transfer agent, Computershare. We do not send proxy-related materials directly to non-registered shareholders but use the services of Broadridge Investor Communications Solutions Canada (“ Broadridge ”), who acts on behalf of intermediaries to send proxy materials, and arrange for intermediaries to send proxy-related materials and voting instruction forms to objecting non-registered shareholders.

3. 5

Solicitation of Proxies

This management proxy circular (the “ Circular ”) is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “ Board ” or “ Board of Directors ”) of

Ag Growth International Inc. (the “ Company ” or “ AGI ”) for use at the Annual Meeting of Shareholders (“ Shareholders ”) of the Company (the “ Meeting ”) to be held on May 12, 2021, at the time and place and for the purposes set forth in the accompanying Notice of 2021 Annual Meeting. This solicitation of proxies is made on behalf of the Board by management of the Company. The cost of solicitation of proxies shall be borne by the Company.

3. 6

Voting by Proxy

The form of proxy accompanying this Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to the matters identified in the Notice of 2021 Annual Meeting and any other matters that may properly come before the Meeting. On any ballot with respect to any matter to be acted on, the Common Shares (“ Common Shares ”) of the Company represented by the proxy will be voted or withheld from voting in accordance with the instructions of the registered holders of such Common Shares as specified in the proxy, and if a Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Common Shares will be voted accordingly. If a choice is not so specified with respect to any such matter, the Common Shares represented by a proxy given to the persons designated in the accompanying form of proxy are intended to be voted in favour of the resolutions referred to therein. A registered Shareholder has the right to appoint a person other than the persons designated in the accompanying form of proxy to attend and act for and on behalf of the Shareholder at the Meeting and may exercise such right by inserting the name in full of the desired person in the blank space provided in the accompanying form of proxy and striking out the names now designated. Proxies must be delivered to Computershare, or registered shareholders must provide their voting instructions to Computershare via the Internet or telephone, prior to 10:00 a.m. (Eastern time) on May 10, 2021.

The Board is not aware of any amendments to the matters to be presented for action at the Meeting or of any other matters to be presented for action at the Meeting.

Also see “How Your Shares Will be Voted” (Item 3.1).

3. 7

Advice to Beneficial Shareholders

The information set forth in this section is important to Shareholders who do not hold Common Shares in their own name. If a Shareholder holds Common Shares through a broker, financial institution, trustee, nominee or other

==> picture [41 x 687] intentionally omitted <==

1 0

intermediary or otherwise (referred to in this section as a “ Beneficial Shareholder ”), the Shareholder should note that only proxies deposited by persons whose names appear on the records of the Company as registered holders of Common Shares will be recognized and acted upon at the Meeting.

Common Shares that are listed in an account statement provided to a Shareholder by a broker are probably not registered in the Shareholder’s own name on the records of the Company. Such Common Shares are more likely to be registered in the name of the Shareholder’s broker or an agent of that broker. In Canada, most such Common Shares are registered in the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by Shareholders in the United States may be registered in the name of Cede & Co., the nominee for the Depository Trust Company, which is the United States equivalent of CDS Clearing and Depository Services Inc. Common Shares held by brokers or other intermediaries on a Shareholder’s behalf can only be voted (for or against resolutions) at the Beneficial Shareholder’s direction. Without specific instructions, brokers and other intermediaries are prohibited from voting Common Shares for their clients. Beneficial Shareholders should ensure that instructions regarding the voting of their Common Shares are communicated to the appropriate person within the appropriate period.

Applicable regulatory policy in Canada requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Each broker or other intermediary has its own mailing procedures and provides its own return instructions to clients. Beneficial Shareholders should carefully follow these procedures and instructions to ensure that their Common Shares are voted at the Meeting. In some cases, the form of voting instruction form provided to a Beneficial Shareholder by or on behalf of the Beneficial Shareholder’s broker or other intermediary is very similar, even identical, to the form of proxy being solicited by management. The purpose of the form of voting instruction form provided by or on behalf of a broker or other intermediary, however, is limited to instructing the registered holder (the broker or other intermediary, or an agent thereof, such as CDS & Co. or Cede & Co.) how to vote on the Beneficial Shareholder’s behalf. Most brokers now delegate responsibility for obtaining voting instructions from clients to Broadridge. Broadridge typically supplies voting instruction forms, mails these forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge or follow specified telephone or internet-based voting procedures. Broadridge then tabulates the results of all instructions received and provides appropriate instructions regarding the voting of Common Shares to be represented at the Meeting. If a Beneficial Shareholder receives a voting instruction form from Broadridge, the Beneficial Shareholder

cannot use that form to vote the holder’s Common Shares directly at the Meeting, but must instead return the voting instruction form to Broadridge or complete the telephone or internet-based voting procedures well in advance of the Meeting to have such Common Shares voted at the Meeting on the holder’s behalf.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of the Beneficial Shareholder’s broker or other intermediary, the Beneficial Shareholder may attend at the Meeting as proxyholder for the registered holder and vote the Beneficial Shareholder’s Common Shares in that capacity. If you wish to attend the Meeting and indirectly vote your own Common Shares, you must do so as proxyholder for the registered holder. To do this, a Beneficial Shareholder should follow the instructions in their voting instruction form or the instructions otherwise provided by their broker, intermediary or agent well in advance of the Meeting.

Also see “How to Vote - Non-Registered (Beneficial) Shareholders” (Item 3), “How Your Shares Will Be Voted - Appointing a Third Party Proxyholder” (Item 3.1) and “How To Attend and Participate At the Meeting” (Item 3.3).

3. 8

Revocability of Proxies

A registered Shareholder executing and delivering a proxy has the power to revoke it at any time prior to its exercise (a) by depositing an instrument in writing executed by the Shareholder (or by the Shareholder’s attorney authorized in writing) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or an adjournment thereof, or (b) in any other manner permitted by law.

Also see “Changing Your Vote” (Item 3.2)

3. 9

Notice-and-Access

The Company is using the “Notice-and-Access” system for the delivery of this Circular to Beneficial Shareholders, which reduces the cost and environmental impact of producing and distributing paper copies of the Circular. Under the Noticeand-Access system, Beneficial Shareholders will be provided a notice with information on how to access the Circular and the other Meeting materials electronically and how to request a paper copy of same.

1 1

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

3.1 0

Voting Shares and Principal Holders thereof

The Company is authorized to issue an unlimited number of Common Shares. As of March 25, 2021, there are 18,774,766 Common Shares issued and outstanding. Each Common Share entitles the holder of record on the record date to attend the Meeting and to one vote on a poll.

The record date for determination of the Shareholders entitled to attend and vote at the Meeting is the close of business on March 29, 2021. Other than with respect to the election of Directors, a simple majority of votes cast are required to approve all matters set forth in the accompanying Notice of 2021 Annual Meeting.

To the knowledge of the Directors and Executive Officers of the Company, other than as set forth below, no person or company beneficially owns, or exercises control or direction over, directly or indirectly, more than 10 per cent of the outstanding Common Shares.

Based on public filings, as of December 31, 2020, Galibier Capital Management Ltd., on behalf of client accounts over which it has discretionary trading authority, had control or discretion over 2,144,040 Common Shares, representing approximately 11.46% of the issued and outstanding Common Shares.

3.11 Quorum

The Company’s by-laws provide that a quorum at the Meeting shall consist of not less than two persons present in person holding or representing by proxy not less than five percent (5%) of the Common Shares entitled to vote at the Meeting.

If a quorum is not present at the opening of the Meeting, the Shareholders present or represented may adjourn the Meeting to a fixed time and place but may not transact any other business.

1 2

==> picture [141 x 792] intentionally omitted <==

WHAT THE MEETING WILL COVER

4.1

Financial Statements

At the Meeting, the consolidated financial statements of AGI for the year ended December 31, 2020, and the auditors’ report thereon will be presented. These consolidated financial statements and the management’s discussion and analysis relating thereto are available on AGI’s website at https://www.aggrowth.com/en-us/investors/financialreports/2020, at www.envisionreports.com/AGGQ2021 and on SEDAR at www.sedar.com.

4. 2

Fixing the Number of Directors to be Elected and Election of Directors

There are currently eight Directors, each of whose term of office expires at the Meeting. It is proposed that the number of Directors to be elected at the Meeting be set at eight.

Each of the persons whose name appears under “About the Nominated Directors” is currently a Director and is proposed to be nominated for election as a Director at the Meeting, to serve until the next annual meeting of Shareholders or until their successor is otherwise elected or appointed.

The Board of Directors unanimously recommends Shareholders vote FOR fixing the number of Directors to be elected at the Meeting at eight and FOR the election of each of the nominees named in the enclosed form of proxy.

Management does not contemplate that any of the nominees will be unable to serve as a Director, but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.

See “About the Nominated Directors” (Item 5) for information regarding the eight Director nominees.

Majority Voting Policy

In accordance with the requirements of the Toronto Stock Exchange (the “TSX”), the Board has

1 3

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [360 x 792] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

1 4

unanimously adopted a Majority Voting Policy as part of its commitment to corporate governance and to ensure the Directors have the confidence and support of our Shareholders.

Pursuant to such policy, in an uncontested meeting of Shareholders any Director nominee who does not receive at least a majority (50% +1) of the votes cast must immediately tender his or her resignation to the Board, absent exceptional circumstances. The Board will then review the matter and make a determination whether to accept or reject the resignation after considering all factors it deems relevant within 90 days of the applicable shareholders’ meeting, which decision will then promptly be disclosed to the public by news release, a copy of which shall be provided to the TSX. The Board shall accept the resignation absent exceptional circumstances. If the Board determines not to accept a resignation, the news release will fully state the reasons for that decision. The nominee will not participate in any Committee or Board deliberations on the resignation. The policy does not apply in circumstances involving contested Director elections.

4. 3

Appointment of Auditors

It is proposed that Ernst & Young LLP, the present auditors of the Company, be reappointed as the auditors of the Company, to hold office until the termination of the next annual meeting of Shareholders, and that the Directors be authorized to fix the auditors’ remuneration as such. The Audit Committee has recommended to the Board and the Board has approved the nomination of Ernst & Young LLP for such reappointment. Ernst & Young LLP was first appointed as auditor in 2004 at the time of the initial public offering of the Company’s predecessor, Ag Growth Income Fund (the “ Fund ”).

External Audit Service Fees

The following summarizes the fees charged by Ernst & Young LLP for external audit and other services in 2020 and 2019. The fees for 2020 are estimates as final invoices have not yet been rendered.

Audit Fees : The aggregate audit fees charged during the fiscal year ended December 31, 2020 were $$1,144,084 (2019 - $1,200,300). The charges in both years relate to audit fees for the Company’s annual financial statements, the review of the interim quarterly financial statements and services performed related to acquisitions.

Audit Related Fees : The aggregate fees charged for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements

and not reported under “Audit Fees” above during the fiscal year ended December 31, 2020 were $142,860 (2019$133,620). The fees related to prospectus procedures in connection with AGI’s debenture offering and statutory audits of foreign subsidiaries.

Tax Fees: The aggregate fees charged for tax compliance, tax advice and tax planning during the fiscal year ended December 31, 2020 were $185,098 (2019 - $827,000).

All Other Fees : No fees were charged for any other services during either of the fiscal years ended December 31, 2020 and 2019.

The Board of Directors unanimously recommends that the Shareholders vote FOR the appointment of Ernst & Young LLP, Chartered Professional Accountants, as auditors of the Company . Unless instructed otherwise, the persons named in the enclosed form of proxy will vote FOR the appointment of Ernst & Young LLP as auditors until the next annual meeting of Shareholders, at remuneration to be determined by the Board of Directors.

4. 4

Approval of Share Option Plan

Background

On March 23, 2021, the Board, upon the recommendation of the HRC Committee, approved the adoption of a new fixed number share option plan for AGI (the “ Option Plan ”) under which 500,000 Common Shares (representing approximately 2.7% of the issued and outstanding Common Shares) have been authorized for issuance, subject to ratification and approval of the Option Plan and approval of all unallocated options to purchase Common Shares (“Options”) under such plan by Shareholders at the Meeting. The Option Plan will authorize the Board to grant Options to Service Providers (defined below) to AGI and other members of the AGI Group (defined below). Directors of AGI who are not also employees of AGI or another member of the AGI Group (“ Non-Management Directors ”) are not entitled to participate in the Option Plan.

Following a review of our long-term incentive program with the assistance of Hugessen Consulting Inc., the Board, upon the recommendation of the HRC Committee, determined that it would be beneficial to introduce another performance-based element into AGI’s long-term incentive program to complement the EIAP. By introducing another long-term incentive plan, the HRC Committee and the Board intend to achieve a more balanced approach in our longterm incentive program. While the granting of Restricted Awards and Performance Awards will continue to align the interests of our executives and other employees with the

1 5

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

interests of Shareholders by providing compensation linked to Common Share price appreciation, the HRC Committee and the Board believe that Options will enhance the alignment of the interests of our executives and other employees with Shareholders. Options provide a direct link between corporate performance and Shareholder value creation. See “ Compensation Discussion & Analysis ”.

In connection with the adoption of the Option Plan and to limit Shareholder dilution, the Board has conditionally approved amendments to the EIAP to reduce the number of Common Shares reserved for issuance and issuable pursuant to Awards granted thereunder by 200,000 Common Shares, which will result in 1,565,000 Common Shares being reserved for issuance and issuable under the EIAP (currently 1,765,000 Common Shares) (collectively, the “ EIAP Amendments ”). If the Option Plan is ratified and approved by Shareholders at the Meeting, the EIAP Amendments will automatically come into effect. If the Option Plan is not ratified and approved by Shareholders at the Meeting, the EIAP Amendments will not come into effect.

Description of the Option Plan

The full text of the Option Plan is attached to this Circular as Schedule “B”. The following is a summary of certain key provisions of the Option Plan. This summary is subject to, and qualified by, the specific provisions of the Option Plan. Certain capitalized terms used in the summary below and defined in the Option Plan have the meanings given to them in the Option Plan.

Purpose. The principal purposes of the Option Plan are to: retain and attract qualified Service Providers that the members of the AGI Group (as defined in the Option Plan) require; to promote a proprietary interest in AGI by such Service Providers and to encourage such persons to remain in the employ or service of the AGI Group and put forth maximum efforts for the success of the affairs and business of the AGI Group; and focus management of the AGI Group on operating and financial performance and the growth and profitability of AGI.

Administration. The Option Plan will be administered by the Compensation and Human Resources Committee of the Board (the “ Committee ”), provided that the Board will have the authority to appoint itself or another committee of the Board to administer the Option Plan.

Eligible Participants. The Committee may designate the eligible Service Providers to the AGI Group to whom Options may be granted and the number of Common Shares to be optioned to each. “ Service Provider ” means an officer or employee of, or a person or company engaged by, one or more of the entities comprising the AGI Group to provide services for an initial, renewable or extended period intended to be

twelve months or more, but does not include a Non-Management Director.

Plan Limitations. Notwithstanding any other provision of the Option Plan: (a) the maximum number of Common Shares that may be issued on exercise of Options under the Option Plan is limited to 500,000 Common Shares; (b) the number of Common Shares (i) issued to insiders of AGI, within any one year period, and (ii) issuable to insiders of AGI, at any time, under the Option Plan, or when combined with all of AGI’s other security based compensation arrangements, cannot exceed 10% of AGI’s total issued and outstanding Common Shares, respectively; and (c) Non-Management Directors are not entitled to participate in the Option Plan (collectively, the “ Plan Limitations ”). Options that are terminated or expire prior to their exercise shall result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options.

Vesting. The Committee may, in its sole discretion, determine: (i) the time during which Options will vest; (ii) the method of vesting; (iii) performance conditions to vesting, if any; or (iv) that no vesting restriction will exist. In the absence of any determination by the Committee to the contrary, Options will vest and be exercisable as to one-third (1/3) of the total number of Common Shares subject to the Options on each of the first, second and third anniversaries of the date of grant. Notwithstanding the foregoing, the Committee may, at its sole discretion at any time, accelerate or provide for the acceleration of vesting of Options previously granted (including by waiving any performance conditions that have not been met in full or in part).

Exercise Price. The exercise price of Options granted under the Option Plan are fixed by the Committee when granted, provided that the exercise price of Options cannot be less than the Market Price of the Common Shares at the time an Option is granted. “ Market Price ” means the closing price of the Common Shares on the TSX on the last trading day on which Common Shares traded prior to the date of grant.

Option Term. The period during which an Option is exercisable will, subject to the other provisions of the Option Plan, be such period, not in excess of ten years, as may be determined from time to time by the Committee, but subject to the rules of the TSX or other regulatory body having jurisdiction, and in the absence of any determination to the contrary will be seven years from the date of grant (the “ Termination Date ”).

Cessation of Service Provider Relationship. Unless AGI or another member of the AGI Group and an Option holder (an “ Optionee ”) agree otherwise in an option agreement or other written agreement, each Option will provide that:

==> picture [41 x 687] intentionally omitted <==

1 6

• upon the death of the Optionee: (i) the Option will terminate on the date determined by the Committee, which will not be more than 12 months from the date of death and, in the absence of any determination to the contrary, will be 12 months from the date of death (subject to earlier termination on the Termination Date); and (ii) the number of Common Shares that the Optionee’s heirs or successors will be entitled to purchase until the Termination Date will be the number of Common Shares that the Optionee was entitled to purchase on exercise of vested Options on the date of death (and all unvested Options held by the Optionee will terminate);

• if the Optionee ceases to be a Service Provider to the AGI Group by reason of termination for Cause (as defined in the Option Plan), the Option will terminate immediately on such termination for Cause (whether or not the Option has vested as of such date of termination for Cause);

• if the Optionee ceases to be a Service Provider to the AGI Group by reason of the Optionee’s voluntary resignation: (i) the Option will terminate on the expiry of the period not in excess of 180 days following the date that the Optionee resigns, and in the absence of any determination to the contrary by the Committee at the time of grant, will terminate 14 days following the date that the Optionee resigns (subject to earlier termination on the Termination Date); and (ii) the number of Common Shares that the Optionee will be entitled to purchase until the Termination Date will be the number of Common Shares that the Optionee was entitled to purchase on exercise of vested Options on the date that the Optionee resigned (and all unvested Options held by the Optionee will terminate); and

• if the Optionee ceases to be a Service Provider to the AGI Group for any reason other than as described above (including by reason of termination of the Optionee without Cause): (i) the Option will terminate on the expiry of the period that is not less than 60 days and not in excess of 180 days following the date that the Optionee is terminated or otherwise ceases to be a Service Provider, and in the absence of any determination to the contrary by the Committee at the time of grant, will terminate 60 days following the date that the Optionee is terminated or otherwise ceases to be a Service Provider (subject to earlier termination on the Termination Date); and (ii) the number of Common Shares that the Optionee will be entitled to purchase until the Termination Date will be the number of Common Shares that the Optionee is entitled to purchase on exercise of vested Options on the date that the Optionee is terminated or otherwise ceases to be a Service Provider (and all unvested Options held by the Optionee will terminate).

Leave of Absence. It will not be considered a termination of the Service Provider relationship if an Optionee is placed

on a leave of absence (“ Leave ”) which is considered by the Committee as continuing intact the Service Provider relationship. In such a case, the Service Provider relationship will be continued until the later of (i) the date when the Leave equals 90 days, and (ii) the date when an Optionee’s right to re-employment is no longer guaranteed either by applicable laws or by contract; provided that in the event that active employment or service provision is not renewed at the end of the Leave, the Service Provider relationship will be deemed to have ceased at the beginning of the Leave. If an Optionee takes a Leave for a period of time that is greater than 90 days, the Committee may, in its sole discretion, modify or change the vesting terms of any Options granted to such Optionee in order to take into account the period of the Leave.

Black-Out Periods. If the normal expiry date of any Options falls within any Black Out Period (as defined in the Option Plan) or within 10 business days following the end of any Black-Out Period (the “ Restricted Options ”), then the expiry date of all Restricted Options will be extended to the date that is 10 business days following the end of the Black-Out Period.

Exercise; Cashless Exercise; Surrender Offer. An Option may be exercised by delivery to AGI of a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment in full of the purchase price of the Common Shares then being purchased. If permitted by the Committee, an Optionee may elect to exercise an Option by surrendering such Option in exchange for the issuance of a number of Common Shares equal to the number determined by dividing the Market Price (calculated as at the date of exercise) into the difference between the Market Price and the exercise price of such Option (a “cashless” exercise). In addition, an Optionee may make an offer (the “ Surrender Offer ”) to AGI for the disposition and surrender by the Optionee to AGI of any Options held by the Optionee for an amount (not to exceed the Fair Market Value of the Common Shares less the exercise price of the Options) specified in the Surrender Offer by the Optionee, and AGI may, but is not obligated to, accept the Surrender Offer, subject to any regulatory approval required. If the Surrender Offer is accepted, the Options in respect of which the Surrender Offer relates shall be cancelled upon payment of the amount of the agreed Surrender Offer by AGI to the Optionee. AGI will not provide financial assistance to Optionees (such as a loan) to facilitate the exercise of Options.

Alteration in Common Shares. In the event: (i) of any change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; (ii) that any rights are granted to all Shareholders of AGI to purchase Common Shares at prices substantially below Fair Market Value; or (iii) that, as a result of any recapitalization, merger, consolidation or other transaction, the Common Shares are converted into or exchangeable for any

1 7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

other securities or property; subject to any required approval of the TSX, the Committee may make such adjustments to the Option Plan, Options and option agreements as the Committee may, in its sole discretion, consider appropriate to prevent dilution or enlargement of the rights granted to Optionees and\or to provide for the Optionees to receive such other securities or property in lieu of Common Shares. If AGI fixes a record date for a distribution to Shareholders of cash or other assets (other than a dividend in the ordinary course of business), subject to any required approval of the TSX, the Committee may, in its sole discretion, make an adjustment to the exercise price of any Options outstanding on the record date for such distribution.

Mergers and Sales. Except in the case of a transaction that is a Change of Control (as defined in the Option Plan) and to which the Change of Control provisions described below apply, if AGI enters into any transaction (a “Transaction”) whereby AGI or all or substantially all of the assets of the AGI Group would become the property of any other person (a “ Successor ”), AGI and the Successor will do such things as are necessary to establish that upon the consummation of such Transaction the Successor will assume the covenants and obligations of AGI under the Option Plan on consummation of such Transaction. Alternatively, AGI will have the right to satisfy any obligations to the Optionee in respect of any Options outstanding by paying to the Optionee, in cash, and as proceeds of disposition for an Optionee’s Options, the difference between the exercise price of all unexercised Options granted and the fair market value of the securities to which the Optionee would be entitled upon exercise of all unexercised Options.

Change of Control. Except as may be set forth in an employment agreement or other agreement between a member of the AGI Group and an Optionee:

• In the event of a Change of Control, if the employment of an Optionee with the AGI Group is terminated without Cause or if the Optionee resigns for Good Reason (as defined in the Option Plan), in each case, within one year (or such other period as determined by the Committee in its sole discretion) following a Change of Control (such date being the “ COC Termination Date ”), all of the Optionee’s unvested Options will vest immediately prior to the COC Termination Date, subject to any performance conditions which shall be dealt with at the discretion of the Committee. All vested Options may be exercised until 90 days (or such other period as may be determined by the Committee in its sole discretion) following the COC Termination Date (but only until the normal Termination Date of such Options, if earlier). Upon the expiration of such period, all unexercised Options will terminate.

• In the event of a Change of Control, all outstanding Options will be replaced with similar options of the acquiring entity

or entity resulting from the transaction on substantially the same terms and conditions as the Option Plan, unless the securities of the acquiring or resulting entity that would be subject to the options are not listed on an established securities exchange, the acquiring or resulting entity does not assume the outstanding Options or substitute similar awards for the outstanding Options, or if the Committee otherwise determines in its sole discretion and subject to the applicable rules of the TSX.

• If such determination is made by the Committee or the outstanding Options are otherwise not replaced with similar options of the acquiring or resulting entity, the Committee may, in its sole discretion, accelerate the vesting of any or all outstanding Options to provide that such Options will be fully vested and conditionally exercisable upon the completion of the transaction resulting in the Change of Control, provided that the Options may not be exercised beyond the Termination Date of the Options. In the event the Committee accelerates the vesting of outstanding Options: (i) all vested Options, unless exercised prior to the Change of Control, will be purchased by AGI for an amount per Option equal to the Change of Control Price (as defined in the Option Plan) less the applicable exercise price (except that where the exercise price exceeds the Change of Control Price, the amount per Option will be $0.01); and (ii) if the transaction that would result in a Change of Control is not completed, the Committee may cause the acceleration of exercise periods of any Options or acceleration of the time for the fulfillment of any conditions on such exercise of Options to be retracted and the vesting of such Options to revert to the manner provided in the applicable option agreement.

Amendments. Subject to the restrictions set forth below, the Board may, by resolution, amend or discontinue the Option Plan and any Option granted under it (together with any related option agreement) at any time without Shareholder approval; provided however, that without the prior approval of the Shareholders (or such other approval as may be required by the TSX), the Board may not: (i) increase the maximum number of Common Shares issuable pursuant to the Option Plan as specified in the Option Plan; (ii) reduce the exercise price of an Option or cancel an Option and subsequently issue the holder of such Option a new Option or other entitlement in replacement thereof; (iii) extend the term of an Option beyond the original expiry date of such Option; (iv) make an amendment to the Option Plan or an Option that would permit an Optionee to assign or transfer an Option to a new beneficial Optionee, other than for estate settlement purposes in the case of the death of an Optionee; (v) make an amendment to the Option Plan that would add to the categories of persons eligible to participate in the Option Plan, including to permit Non-Management Directors to participate; (vi) make an amendment to the Option Plan to remove or amend the Plan Limitations; or (vii) make an amendment to the Option Plan

==> picture [41 x 687] intentionally omitted <==

1 8

==> picture [391 x 585] intentionally omitted <==

1 9 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

to remove or amend the amendment provisions of the Option Plan. Any amendment to the Option Plan or to outstanding Options that requires approval of the TSX may not be made without the approval of the TSX. The Board may amend or discontinue the Option Plan or outstanding Options at any time without the consent of an Optionee, provided that such amendment does not adversely alter or impair any Option previously granted, except as otherwise permitted thereunder. The Committee may amend or terminate the Option Plan or any outstanding Options without the approval of the Shareholders or any Optionee whose Option is amended or terminated in order to conform the Option Plan or such Option, as the case may be, to applicable laws or the requirements of the TSX, whether or not that amendment or termination would affect any accrued rights, subject to the receipt of the approval of the TSX.

Assignment. Options are not assignable by the Optionee either in whole or in part and, upon any purported assignment being made in contravention of the Option Plan, such Options will become null and void.

As at the date hereof, no Options have been issued under the Option Plan. However, prior to the Meeting the Board anticipates granting up to 170,000 Options (“ Conditional Options ”) to purchase a like number of Common Shares (representing approximately 0.9% of the Common Shares outstanding) to officers of the Company. The Conditional Options will expire on the seventh anniversary of the date of grant and will have an exercise price equal to the closing market price of the Common Shares on the TSX on the last trading day prior to the date of grant. The Conditional Options cannot be exercised until such time as the Shareholders have ratified and approved the Option Plan and the grant of the Conditional Options. If the Option Plan and the grant of the Conditional Options is not ratified and approved by Shareholders at the Meeting, the Option Plan will terminate and the Conditional Options will be cancelled. In such event, AGI anticipates providing an alternative form of long-term incentive compensation to the holders of such cancelled Conditional Options, which might include the grant of Awards under the EIAP or the adoption of one or more cash based incentive plans. See “ Compensation Discussion & Analysis ”.

Approval Required

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the following ordinary resolution (the “ Option Plan Resolution ”):

“BE IT RESOLVED as an ordinary resolution of the shareholders of Ag Growth International Inc. (“ AGI ”) that:

1. the share option plan (the “ Option Plan ”), substantially in the form attached as Schedule “B” to the management proxy circular of AGI dated March 29, 2021 (the

“ Circular ”), is hereby ratified, approved and confirmed, concurrent with the EIAP Amendments (as defined in the Circular) becoming effective;

1. the Board of Directors of AGI or a duly authorized committee thereof, as referred to in the Option Plan, is hereby authorized to issue options to acquire common shares of AGI pursuant to the Option Plan to those eligible to receive such options thereunder;

2. the issuance of all unallocated options under the Option Plan is hereby authorized and approved;

3. the grant of up to 170,000 options under the Option Plan by the Board of Directors of AGI after the date of the Circular and prior to the date of the Meeting to the persons and on the terms described in the Circular is hereby ratified, approved and confirmed;

4. notwithstanding that this resolution has been passed by the holders of common shares of AGI, the Board of Directors of AGI is hereby authorized and empowered to revoke these resolutions, without any further approval of the shareholders of AGI, at any time if such revocation is considered necessary or desirable by the Board of Directors of AGI; and

5. any director or officer of AGI is hereby authorized and directed, for and on behalf of AGI, to execute (whether under the corporate seal of AGI or otherwise) and deliver, or cause to be executed and delivered, and to sign and/ or file, or cause to be signed and/or filed, as the case may be, all applications, declarations, instruments and other documents, and to do or cause to be done all such other acts and things, as such director or officer may determine necessary or advisable to give effect to the foregoing resolutions, the execution, signing or filing of any such document or the doing of any such act or thing being conclusive evidence of such determination.”

The Board of Directors unanimously recommends that Shareholders vote FOR the Option Plan Resolution . Unless instructed otherwise, the persons named in the enclosed form of proxy will vote FOR the Option Plan Resolution.

==> picture [41 x 687] intentionally omitted <==

2 0

==> picture [141 x 792] intentionally omitted <==

ABOUT THE NOMINATED DIRECTORS

The following information concerning the respective nominees has been furnished by each nominee.

==> picture [90 x 229] intentionally omitted <==

==> picture [113 x 223] intentionally omitted <==

==> picture [142 x 217] intentionally omitted <==

2 1

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [360 x 792] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

2 2

==> picture [77 x 77] intentionally omitted <==

TIM CLOSE President & CEO, AGI

Ontario, Canada DIRECTOR SINCE: March 9, 2016 AGE: 47 STATUS: Not Independent

CURRENT BOARD / COMMITTEE MEMBERSHIP	Board
2020 ATTENDANCE	25/25
2020 TOTAL ATTENDANCE	100%
CURRENT PUBLIC BOARD DIRECTORSHIPS	None
2020 ANNUAL MEETING VOTES IN FAVOUR	9,784,468 (96.75%)
2020 ANNUAL MEETING VOTES WITHHELD	328,813 (3.25%)
COMMON SHARES	157,485
EQUITY AWARDS (2)	78,014
TOTAL	235,499

KEY SKILLS: CEO / Senior Management Agri-Business / Mergers & Acquisitions Strategy

Tim has been the President and Chief Executive Officer of AGI since 2016. Tim joined AGI in 2012 as Vice-President, Strategic Development, and was promoted to President in March 2015. Tim is an experienced financial and corporate advisor with significant expertise related to Agri-business, business development, capital raising and mergers and acquisitions. Tim spent time at Macquarie Capital Markets and GE Capital prior to joining AGI. Tim holds a Bachelor of Business from Wilfrid Laurier University and holds a Chartered Financial Analyst designation.

==> picture [77 x 77] intentionally omitted <==

ANNE DE GREEF-SAFF T Corporate Director

South Carolina, USA DIRECTOR SINCE: December 2018 AGE: 58 STATUS: Independent

|CURRENT BOARD /||Board|EHS&S(6)(Chair)||
|---|---|---|
|COMMITTEE MEMBERSHIP||HRC(5) |SI(7)(Chair)|
|2020 ATTENDANCE||25/25|5/5|8/8|4/4|
|2020 TOTAL ATTENDANCE|100%| 100%| 100%|100%||
|CURRENT PUBLIC
BOARD DIRECTORSHIPS|Benchmark Electronics, Inc.||
|2020 ANNUAL MEETING VOTES IN FAVOUR||9,960,513 (98.49%)|
|2020 ANNUAL MEETING VOTES WITHHELD||152,768 (1.51%)|
|COMMON SHARES||NIL|
|EQUITY AWARDS (2)||3,976|
|TOTAL||3,976|

KEY SKILLS: Global P&L Leadership M&A Integration & Talent Development Danaher Business System Expertise – Lean, Growth & Leadership Tools

Anne is an independent member of the Board of Directors of Benchmark Electronics, Inc. (NYSE: BHE), a global provider of product design, engineering services, technology solutions and advanced manufacturing services headquartered in Tempe, Arizona, where she serves on its Nominating/Governance and Compensation Committees. She also provides strategic and operational consulting services to private equity firms and their portfolio companies, including having served on the boards of two Windjammer Capital portfolio companies. From 2015 until 2017, Anne was Group President of the Food Service Equipment business of Standex International Corporation (NYSE:SXI). Prior to 2015, Anne held four successive positions at Danaher Corporation (NYSE:DHR) as President of increasingly complex, global operating companies over a period of 12 years. Before joining Danaher, she held various leadership positions in engineering, marketing, sales, and business development for global manufacturing companies. Anne received her MBA from Babson College in Wellesley, Massachusetts, and her Bachelor’s and Master’s degrees in Electronics Engineering from the Catholic University of Louvain (KU Leuven) in Belgium.

2 3

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [77 x 77] intentionally omitted <==

JANET GIESSELMAN Corporate Director

Florida, USA DIRECTOR SINCE: March 14, 2013 AGE: 66 STATUS: Independent

|CURRENT BOARD /||Board|Audit(4) ||
|---|---|---|
|COMMITTEE MEMBERSHIP||HRC(5)(Chair)|CGC(3)|
|2020 ATTENDANCE||25/25|5/5|8/8|3/3|
|2020 TOTAL ATTENDANCE|100%| 100%| 100%|100%||
||GCP Applied Technologies, Inc.||
|CURRENT PUBLIC||Corteva Inc.|
|BOARD DIRECTORSHIPS||Twin Disc, Inc.|
|||Avicanna Inc.|
|2020 ANNUAL MEETING VOTES IN FAVOUR||9,681,240 (95.73%)|
|2020 ANNUAL MEETING VOTES WITHHELD||432,041 (4.27%)|
|COMMON SHARES||NIL|
|EQUITY AWARDS (2)||9,065|
|TOTAL||9,065|

KEY SKILLS: Agri Business / International Business Human Resources / Compensation Strategy

Janet is a corporate director and currently serves on the board of directors of the following companies: GCP Applied Technologies, Inc. (a public Massachusetts based construction, chemicals and materials products company), where she serves as Chair of the Compensation Committee and also serves as a member of the Governance Committee; Twin Disc, Inc. (a public Wisconsin based marine and heavy duty, off highway power transmission equipment company), where she is Chair of the Compensation and Executive Development Committee and is also a member of both the Audit and Nominating and Governance committees; Avicanna Inc. (a public Ontario based biopharmaceutical company in the medical cannabis space), where she is Chair of the Compensation Committee and also serves on the Audit and Governance committees; Corteva Inc. (a public Wilmington based agricultural chemical and seed company) where she is a member of the Governance and the Sustainability committees; and McCain Foods Limited (a private New Brunswick based frozen food produce and transportation company) where she serves as Chair of the Safety and Sustainability and Management Resources committees and is a member of the Audit Committee. Ms. Giesselman previously served on the Board of Directors of Omnova Solutions Inc. (a public Beechwood based global provider of emulsion chemicals and decorative and functional surfaces) until it was acquired by Synthomer plc in April 2020. Ms. Giesselman has over 30 years of U.S. and international agriculture, energy and specialty chemicals industry experience, having led multiple global businesses. From 2001 to 2010, she held numerous senior leadership positions with the Dow Chemical Company including Business Vice President Dow Latex, President and General Manager Dow Oil and Gas and Vice President Dow AgroSciences. Before joining Dow, Ms. Giesselman held various business leadership positions with the Rohm and Haas Company. She holds a B.Sc., Biology from Pennsylvania State University and a Masters in Plant Pathology from the University of Florida.

WILLIAM (BILL) L AMBERT Corporate Director

==> picture [78 x 77] intentionally omitted <==

Ontario, Canada DIRECTOR SINCE: November 27, 2006 AGE: 69 STATUS: Independent

|CURRENT BOARD /
COMMITTEE MEMBERSHIP|Board (Chair)|Audit(4)|
|---|---|
|2020 ATTENDANCE|25/25|5/5|
|2020 TOTAL ATTENDANCE|100%| 100%|
|CURRENT PUBLIC
BOARD DIRECTORSHIPS|None|
|2020 ANNUAL MEETING VOTES IN FAVOUR|9,448,678 (93.43%)|
|2020 ANNUAL MEETING VOTES WITHHELD|664,603 (6.57%)|
|COMMON SHARES|75,834|
|EQUITY AWARDS (2)|19,010|
|TOTAL|94,844|
|KEY SKILLS:||
|CEO / Senior Management||
|Accounting & Finance||
|Investment Banking / Mergers & Acquisition||

Bill retired from Birch Hill Equity Partners Management Inc. in 2010. He has over twenty-five years of experience in the private equity and merchant banking industries and ten years in consulting engineering. From 1989 to 2005 he was a Managing Director at TD Capital and a Partner at its successor Birch Hill. During this period, he was responsible for many of the firm’s private equity investments. Bill holds an MBA from York University and a BS in Electrical Engineering from the Massachusetts Institute of Technology.

==> picture [41 x 687] intentionally omitted <==

2 4

==> picture [77 x 77] intentionally omitted <==

BILL MASLECHKO

Partner, Burnet, Duckworth & Palmer LLP (Law Firm)

Alberta, Canada

DIRECTOR SINCE: November 9, 2006 AGE: 60 STATUS: Independent

CURRENT BOARD / COMMITTEE MEMBERSHIP	Board
2020 ATTENDANCE	25/25
2020 TOTAL ATTENDANCE	100%
CURRENT PUBLIC BOARD DIRECTORSHIPS	Rogers Sugar Inc.
2020 ANNUAL MEETING VOTES IN FAVOUR	9,189,362 (90.86%)
2020 ANNUAL MEETING VOTES WITHHELD	923,919 (9.14%)
COMMON SHARES	9,000
EQUITY AWARDS (2)	38,492
TOTAL	47,492

KEY SKILLS: Mergers & Acquisitions / Corporate Finance Governance Legal / Regulatory

Bill is a partner at Burnet, Duckworth & Palmer LLP with over 30 years of experience in securities and corporate law including capital markets, mergers and acquisitions, corporate governance, corporate strategy and shareholder activism and with extensive industry experience in the natural resources, manufacturing and agricultural sectors. Bill has served on numerous public and private company boards and currently also serves on the Board of Rogers Sugar Ltd. Bill holds a Bachelor of Laws degree from the University of Toronto.

MALCOLM (MAC) MOORE Corporate Director

==> picture [78 x 77] intentionally omitted <==

Florida, USA DIRECTOR SINCE: March 14, 2013 AGE: 70 STATUS: Independent

|CURRENT BOARD /|||Board|Audit(4) |HRC(5) ||
|---|---|---|---|
|COMMITTEE MEMBERSHIP||EHS&S(6) |CGC(3)(Chair)|SI(7)||
|2020 ATTENDANCE||25/25||5/5|8/8|5/5|3/3|4/4|
|2020 TOTAL
ATTENDANCE|100%| 100%| 100%|100%|100%|100%|||
|CURRENT PUBLIC
BOARD DIRECTORSHIPS|||FreightCar America, Inc.|
|2020 ANNUAL MEETING|VOTES IN FAVOUR||9,441,550 (93.36%)|
|2020 ANNUAL MEETING|VOTES WITHHELD||671,731 (6.64%)|
|COMMON SHARES|||NIL|
|EQUITY AWARDS (2)|||8,228|
|TOTAL|||8,228|

KEY SKILLS: CEO / Senior Management International Experience Agri-Business Background

Mac is the retired Executive Vice President and Chief Operating Officer of Twin Disc, Incorporated (a publicly held Wisconsin based manufacturer of marine and heavy duty, off-highway power transmission equipment). He has also served as the President and Chief Executive Officer of Gehl Company, a manufacturer and distributor of construction and agricultural equipment. In his 11 years with Gehl Company, Mac held a series of senior positions including President since 2003 and culminating with his appointment as Chief Executive Officer in 2009. Mac is also the former President and Chief Executive Officer of DigiStar Investments LLC, a provider of specialized monitoring and electronic control systems for precision agriculture. Mac serves on the board of directors of FreightCar America, Inc. (a public Illinois based railroad car manufacturing company), where he is a member of the Compensation and Nominating and Governance committees. Mac holds a B.S., International Business, from American University and an M.B.A. from the J. L. Kellogg Graduate School of Management-Northwestern University.

2 5

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [77 x 77] intentionally omitted <==

CL AUDIA ROESSLER

Director, Agriculture Strategic Partnerships, Azure Global Engineering, FarmBeats with Microsoft Corporation (multinational technology company)

Washington State, USA DIRECTOR SINCE: March 24, 2020 AGE: 51 STATUS: Independent

|CURRENT BOARD / COMMITTEE MEMBERSHIP|Board|EHS&S(6)|
|---|---|
|2020 ATTENDANCE|18/18|3/3|
|2020 TOTAL ATTENDANCE|100%|100%|
|CURRENT PUBLIC BOARD DIRECTORSHIPS|None|
|2020 ANNUAL MEETING VOTES IN FAVOUR|10,064,021 (99.51%)|
|2020 ANNUAL MEETING VOTES WITHHELD|49,260 (0.49%)|
|COMMON SHARES|NIL|
|EQUITY AWARDS (2)|1,672|
|TOTAL|1,672|

KEY SKILLS: Technology Agri-Business Senior Management Strategy International

Claudia is an experienced technology executive with 29 years of progressive Industry and B2B solutions experience with Microsoft Corporation. Her background is focused on marketing, business development and the design and commercialization of systems and technology solutions for various industrial segments, including agribusinesses. Claudia brings extensive knowledge of ag-technologies, precision farming and relevant trends. Claudia is currently Director, Agriculture Strategic Partnerships, Azure Global Engineering, FarmBeats with Microsoft, a role she has held since 2018. Prior to this, Claudia was Director, Industry Solutions, Strategic Business Development, Chemical & Agriculture and Manufacturing, with Microsoft, where she helped companies on their digital transformation strategy. Claudia has significant international experience, having worked with Microsoft for many years in Germany and global roles in Engineering, Sales, Marketing, Strategy and Business Development. Claudia also sits on the Advisory Board for Women and Food and Agriculture.

==> picture [78 x 77] intentionally omitted <==

DAVID WHITE

Corporate Director & General Partner, First Call Services LLC

North Carolina, USA DIRECTOR SINCE: November 27, 2006 AGE: 68 STATUS: Independent

|CURRENT BOARD /||Board|Audit(4)(Chair)||
|---|---|---|
|COMMITTEE MEMBERSHIP||HRC(5) |CGC(3) |SI(7)|
|2020 ATTENDANCE||25/25|5/5|8/8|3/3|4/4|
|2020 TOTAL ATTENDANCE|100%| 100%| 100%|100%|100%||
|CURRENT PUBLIC|Art’s Way Manufacturing Company Inc.||
|BOARD DIRECTORSHIPS||Avicanna Inc.|
|2020 ANNUAL MEETING VOTES IN FAVOUR||9,435,529 (93.30%)|
|2020 ANNUAL MEETING VOTES WITHHELD||677,752 (6.70%)|
|COMMON SHARES||2,507|
|EQUITY AWARDS (2)||12,781|
|TOTAL||15,288|

KEY SKILLS: Accounting / Finance Strategy Operations

David is a corporate director and currently the General Partner of First Call Services LLC, a private holding company and advisory firm. David has held a number of senior financial and operating positions with John Labatt Limited, Lawson Mardon Group Inc., and Laidlaw Inc., and was Chief Executive Officer of TransCare Inc., a medical transportation company, and President and Chief Operating Officer of Student Transportation of America, formerly a TSX- listed company. David is a member of the board of directors of Art’s Way Manufacturing Company, Inc. (a public Iowa based diversified, international manufacturer and distributor of equipment serving agricultural, research and steel cutting needs), where he serves on the audit and compensation committees. In 2018 he was appointed to the board of directors of Avicanna Inc., a public Canadian biopharmaceutical corporation focused on plant-derived cannabinoid-based products, where he serves as Chair of its Audit Committee. David has been a Canadian Chartered Accountant since 1978, and holds a BA from the University of Western Ontario and an MBA from the University of Toronto. In 2013, David received the ICD.D designation from the Institute of Corporate Directors.

==> picture [41 x 687] intentionally omitted <==

2 6

NOTES:

1. Appointment date before June 3, 2009, is the date initially appointed a trustee of the Fund, the predecessor of the Company.

2. All securities in the “Equity Awards” column are deferred grants of Common Shares (“DSUs”) granted to the non-management Directors under the Company’s Directors’ Deferred Compensation Plan (see “Director Compensation” (Item 6)) except in the case of Mr. Close whose securities are Performance Awards and Restricted Awards granted pursuant to the Company’s Equity Incentive Award Plan (see “Compensation of Our Named Executive Officers” (Item 8)). Based on the closing price of the Common Shares on the TSX on March 25, 2021, of $43.96, the total value of the Common Shares and DSUs (Performance Awards and Restricted Awards in the case of Mr. Close) held by the Directors is as follows: Mr. Close, $10,352,536 ($6,923,041 Common Shares, $1,558,470 Performance Awards and $1,871,026 Restricted Awards); Ms. De Greef-Safft, $174,791; Ms. Giesselman, $398,510; Mr. Lambert, $4,169,333; Mr. Maslechko, $2,087,759; Mr. Moore, $361,725; Ms. Roessler, $73,496; and Mr. White, $672,048.

3. Member of the Corporate Governance Committee (the “ CGC Committee ”). Malcolm (Mac) Moore, Chair. All of the members of the Corporate Governance Committee are independent.

4. Member of the Audit Committee (the “ Audit Committee ”). David White, Chair. All of the members of the Audit Committee are independent and financially literate. See “Audit Committee” in the Company’s annual information form for the year ended December 31, 2020 for information regarding the Audit Committee, including the disclosure mandated by National Instrument 52-110 – Audit Committees and Form 52-110F1 – Audit Committee Information Required in an AIF, and for a copy of the Audit Committee’s terms of reference.

5. Member of the Compensation and Human Resources Committee (the “ HRC Committee ”). Janet Giesselman, Chair. All of the members of the HRC Committee are independent.

6. Member of the Environmental, Health, Safety and Sustainability Committee (the “ EHS&S Committee ”). Anne De Greef-Safft, Chair. All of the members of the EHS&S Committee are independent.

7. Member of the former Ad Hoc Strategic Initiatives Committee. Anne De Greef-Safft, Chair. All of the members of the former Ad Hoc Strategic Initiatives Committee are independent.

See “Corporate Governance Practices” (Item 9) for additional information on the Board and its Committees.

5.1

Cease Trade Orders, Bankruptcies, and Penalties

To the knowledge of the Company, none of the persons proposed for election as Directors: (a) are, as at the date hereof, or have been within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an “Order”) that was issued while the person was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the person ceased to be a director, chief executive officer or chief financial officer of the company and which resulted from an event that occurred while that person was acting in such capacity; (b) are, as at the date hereof, or have been within 10 years before the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

To the knowledge of the Company, none of the persons proposed for election as Directors nor any personal holding company owned or controlled by any of them (i) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed Director.

2 7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

2 8

DIRECTOR COMPENSATION

==> picture [189 x 289] intentionally omitted <==

The following table sets forth the current annual compensation payable by the Company to its non-management Directors:

	Cash Component (1) (2)	Minimum Common Share / DSU Requirement Total
ANNUAL BASE RETAINER	$60,000	$60,000(3) $120,000
ADDITIONAL ANNUAL BASE RETAINER	BOARD CHAIR (4) ADDITIONAL ANNUAL BASE RETAINER	AUDIT CHAIR ADDITIONAL ANNUAL BASE RETAINER

1. Annual cash retainers and meeting and travel fees for Directors who reside in the United States are paid in U.S. dollars.

2. A Director may elect to receive all or a portion of his or her cash retainer in the form of additional deferred grants of Common Shares under the DDCP. See “Summary Description of Directors’ Deferred Compensation Plan” (Item 6.6) for additional information on the DDCP.

3. Except in the case of Mr. Lambert who has no minimum DDCP participation due to his existing holding of Common Shares which significantly exceeds the minimum ownership guidelines for non-management Directors.

4. Mr. Lambert has no minimum DDCP participation with respect to his Board Chair base retainer. See Note (3).

5. Paid to Directors (other than the Board Chair) who are required to travel to attend Board or Committee meetings held outside the Director’s city of residence. The Board Chair receives this fee only if required to travel to attend Board or Committee meetings held outside his city of residence more than five times per year.

6. Directors are also reimbursed for reasonable expenses incurred while traveling to / from Board or Committee meetings.

Tim Close, being an Officer of the Company, does not receive any compensation for serving as a Director.

2 9

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

6.1

Directors’ Summary Compensation Table

The following table provides information regarding compensation paid to the non-management Directors of the Company for the year ending December 31, 2020.

	Share-based	All Other
	Cash Awards (1)	Compensation(2)	Total
GARY ANDERSON ANNE DE GREEF-SAFFT JANET GIESSELMAN BILL LAMBERT BILL MASLECHKO MALCOLM (MAC) MOORE CLAUDIA ROESSLER DAVID WHITE	$171,000 $20,000 $213,794(3) $62,500 $315,086(3) $65,000 $140,000 $90,000 NIL $197,000 $236,418(3) $62,500 $113,632(3) $45,000 $239,690(3) $62,500	$1,603 $4,435 $14,224 $32,416 $62,108 $12,768 $511 $21,645	$192,603 $280,729 $394,310 $262,416 $259,108 $311,686 $159,143 $323,835

1. Participation in the DDCP.

2. Amounts in this column are cash payments made to the Directors in amounts equivalent to the dividends that would have been paid on the Common Shares underlying the deferred Common Shares granted to the Directors under the DDCP.

3. Non-management Directors resident in the United States are paid their annual retainer, Chair and meeting fees in U.S. dollars, which amounts have been converted into Canadian dollars for the purposes of the table at an exchange rate of approximately U.S.$1.00:CDN$1.36, being the weighted average exchange rate for the dates of payment of the fees.

==> picture [41 x 687] intentionally omitted <==

3 0

6. 2

Directors’ Outstanding Share-Based Awards

The following table sets forth for each of the non-management Directors, all share-based awards outstanding as at December 31, 2020. The Company does not grant nor have any outstanding option-based awards to non-management Directors.

==> picture [471 x 193] intentionally omitted <==

----- Start of picture text -----

Number of Market value of
Number of Common Shares Market value of Common Shares Common Shares
that have not vested under Common Shares that that have vested but that have vested
the DDCP have not vested [(1)] have not been issued but not been issued [(1)]
GARY ANDERSON NIL NIL 1,352 $40,317
ANNE DE GREEF-SAFFT 3,976 $118,529 NIL NIL
JANET GIESSELMAN 4,621 $137,760 4,421 $131,779
BILL LAMBERT 6,634 $197,751 12,376 $368,931
BILL MASLECHKO 14,081 $419,747 24,243 $727,688
MALCOLM (MAC) MOORE 4,424 $131,882 3,793 $113,061
CLAUDIA ROESSLER 1,672 $49,839 NIL NIL
DAVID WHITE 4,424 $131,882 8,345 $248,762
TOTAL 39,832 $1,187,390 54,530 $1,630,538
----- End of picture text -----

1. Based on the closing price of the Common Shares on the TSX on December 31, 2020, of $29.81.

6. 3

Directors’ Incentive Plan Awards – Value Vested During the Year

The following table sets forth for each non-management Director the value of all share-based awards which vested during the year ended December 31, 2020. No option-based awards have been awarded or granted to non-management Directors and nonmanagement Directors did not earn any non-equity incentive plan compensation during the year ended December 31, 2020.

==> picture [470 x 168] intentionally omitted <==

----- Start of picture text -----

Share-based awards - value vested during the year [(1)]
GARY ANDERSON $40,305
ANNE DE GREEF-SAFFT NIL
JANET GIESSELMAN $24,299
BILL LAMBERT $36,277
BILL MASLECHKO $64,026
MALCOLM (MAC) MOORE $23,101
CLAUDIA ROESSLER NIL
DAVID WHITE $23,101
TOTAL $211,109
----- End of picture text -----

1. Based on the closing prices of the Common Shares on the TSX on the applicable vesting dates.

3 1

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

6. 4

Director Share Ownership Guidelines

The Company maintains ownership guidelines for its non-management Directors to further align Director and Shareholder interests. The minimum share and / or share equivalents ownership guideline for the non-management Directors is three (3) times the Director’s Annual Base Retainer. Non-management Directors have five years from the later of April 18, 2016, and the date of their election or appointment to the Board to accumulate the minimum number of shares and / or share equivalents.

The following table illustrates the ownership holdings of the non-management Directors as of March 25, 2021.

==> picture [471 x 150] intentionally omitted <==

----- Start of picture text -----

Value of Multiple of Annual
Number of Common Number of Common Shares Retainer Value
Shares held DSUs held and DSUs [(1)] Represents [(2)]
ANNE DE GREEF-SAFFT [(3)] NIL 3,976 $174,791 1.07
JANET GIESSELMAN [(4)] NIL 9,065 $398,510 2.44
BILL LAMBERT 75,834 19,010 $4,169,333 34.74
BILL MASLECHKO 9,000 38,492 $2,087,759 17.40
MALCOLM (MAC) MOORE [(4)] NIL 8,228 $361,725 2.22
CLAUDIA ROESSLER [(5)] NIL 1,672 $73,496 0.60
DAVID WHITE 2,507 12,781 $672,048 4.12
----- End of picture text -----

1. Based on the closing price of the Common Shares on the TSX on March 25, 2021, of $43.96.

2. Value of Common Shares and DSUs divided by the Director’s annual base retainer, being $120,000 in the case of Directors resident in Canada and $163,000 in the case of Directors resident in the U.S. as a portion of their annual retainers is paid in U.S. dollars.

3. Ms. De Greef-Safft was appointed a Director in December 2018, and therefore has until December 2023, to satisfy our Director share ownership guidelines.

4. The Director has until April 18, 2021 to satisfy our Director share ownership guidelines.

5. Ms. Roessler was appointed a Director in March 2020, and therefore has until March 2025, to satisfy our Director share ownership guidelines.

6. 5

Directors’ and Officers’ Liability Insurance

The Company has purchased directors’ and officers’ liability insurance policies for the benefit of the Directors and Officers of the Company against liabilities, including legal costs, incurred by them in their capacity as Directors or Officers, subject to the terms and conditions of such policies. The aggregate amount of premiums related to the year ended December 31, 2020 incurred by the Company in respect of Directors and Officers as a group was approximately $211,500. The total limit of insurance purchased for all Directors and Officers was $50 million per loss and in the annual aggregate, with a $100,000 deductible amount on all claims with the exception of securities claims where the deductible is $150,000.

6. 6

Summary Description of Directors’ Deferred Compensation Plan

In 2012, the Company adopted with Shareholder approval a Directors’ Deferred Compensation Plan (as amended with Shareholder approval in 2016, the “DDCP”). The principal purpose of the DDCP is to encourage the ownership of Common Shares by nonmanagement Directors. The DDCP provides that a minimum of $60,000 (and an additional $5,000 and $2,500 in the case of the

==> picture [41 x 687] intentionally omitted <==

3 2

==> picture [373 x 749] intentionally omitted <==

3 3 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

Chairs of the Compensation and Human Resources and the other Board Committees, respectively) of the annual remuneration of non-management Directors be paid in Common Shares. A Director also has the right to elect to receive a greater amount of his or her remuneration in the form of a deferred grant of Common Shares. A Director is entitled to receive the Common Shares granted under the DDCP on the earlier of the third anniversary of the date of grant and the date the Director ceases to be a Director. All Common Shares to which a Director is entitled shall be issued to him or her immediately prior to a change of control as defined in the DDCP. A Director shall have no right to receive Common Shares granted to him or her that have not been issued on the date that is 10 years following the date of grant. The price to be used for determining the number of Common Shares to be granted is the weighted average trading price of the Common Shares on the TSX for the 10 trading days preceding the last day of the Company’s financial quarter in respect of which the deferred Common Share grants are made.

Pursuant to the DDCP, the number of Common Shares which are issuable pursuant to a deferred grant of Common Shares shall be increased on the second business day following each date on which a cash dividend or other distribution is paid to holders of Common Shares by an amount equal to the product of the number of the Common Shares which remain issuable and the fraction which has as its numerator the cash dividend or other distribution paid, expressed as an amount per Common Share and which has as its denominator the weighted average trading price of the Common Shares on the TSX for the 10 trading day period ending on the third trading day preceding the record date for such dividend or distribution.

Except for the right of a Director, with the consent of the Company, to assign the Director’s right to receive Common Shares pursuant to the DDCP to an entity controlled by the Director or to a registered retirement savings plan or registered retirement income fund of the Director and for the right of the executor or administrator of the estate of a Director to exercise the Director’s right to receive Common Shares pursuant to the DDCP following the death of the Director, no assignment, sale, transfer, pledge or charge of a right to receive Common Shares pursuant to the DDCP, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such right to receive Common Shares pursuant to the DDCP whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such right to receive Common Shares pursuant to the DDCP shall terminate and be of no further force or effect.

The aggregate number of Common Shares issuable pursuant to the DDCP is 120,000 (approximately 0.64% of the outstanding Common Shares). The aggregate number of deferred grants of Common Shares made to any single Director may not exceed 5% of the issued and outstanding Common Shares. In addition: (i) the number of Common Shares issuable to insiders at any time, under all security based compensation arrangements of the Company, may not exceed 10% of the issued and outstanding Common Shares; and (ii) the number of Common Shares issued to insiders, within any one year period, under all security based compensation arrangements of the Company, may not exceed 10% of the issued and outstanding Common Shares. No fractional Common Shares may be issued under the DDCP and any entitlement to a fractional Common Share will be rounded down and no amount of money will be payable by the Company in respect of such fractional interest.

The DDCP and any deferred grant of Common Shares pursuant to the DDCP may, subject to any required approval of the TSX, be amended, modified or terminated by the Company without the approval of Shareholders. Any amendments to the DDCP are subject to the prior consent of any applicable regulatory bodies, including the TSX, if required. For greater certainty, the Company may amend the DDCP and any deferred grant of Common Shares thereunder, without shareholder approval, including, without limitation, amendments (a) of a “housekeeping” nature; (b) to change the vesting provisions of any deferred grant of Common Shares; and (c) to change the termination or exercise provisions of any deferred grant of Common Shares which does not entail an extension beyond the original expiry date and provided that the period during which a deferred grant of Common Shares is exercisable does not exceed 10 years from the date the deferred grant of Common Shares was made. Notwithstanding the foregoing, the Company will not be entitled to amend the DDCP in respect of the following matters without shareholder approval: (i) increase the maximum number of Common Shares issuable pursuant to the DDCP; (ii) extend the term of any deferred grant of Common Shares; and (iii) amend the amending provision of the DDCP. Any amendment to the DDCP takes effect only with respect to deferred grants of Common Shares granted after the effective date of the amendment, provided that it may apply to any outstanding deferred grant of Common Shares with the mutual consent of the Company and the Director to whom such deferred grant of Common Shares has been made.

As at December 31, 2020, deferred grants in respect of 72,368 Common Shares (approximately 0.39% of the outstanding Common Shares) had been made under the DDCP, no Common Shares have been issued in satisfaction of deferred grants of Common Shares, and 12,632 Common Shares (approximately 0.07% of the outstanding Common Shares) remained available for deferred grants under the DDCP. The burn rate for the DDCP for the fiscal years ended December 31, 2020, 2019 and 2018 being defined as the total number of deferred grants of Common Shares made under the DDCP in the applicable fiscal year divided by the weighted average number of Common Shares outstanding for such fiscal year, was approximately 0.13%, 0.05%, 0.04%, respectively.

==> picture [41 x 687] intentionally omitted <==

3 4

==> picture [141 x 792] intentionally omitted <==

COMPENSATION DISCUSSION & ANALYSIS

Compensation and Human Resources Committee Letter to Shareholders

Dear Shareholder,

On behalf of the Board, the Compensation and Human Resources Committee (HRC Committee) oversees AGI’s approach to executive compensation, including compensation decisions for the Chief Executive Officer (CEO), Chief Financial Officer (CFO), and other members of the Senior Leadership Team (SLT). These executives participate in the executive compensation program, which is designed to retain and reward executives for successfully executing the Company’s strategy, and for delivering long-term value to shareholders. The HRC Committee is pleased to provide you with an overview of AGI’s performance in 2020 and a summary of our approach to determining the compensation for our NEOs.

2020 Performance

AGI’s financial results in 2020 were largely in-line with 2019, a testament to the resilience of the AGI business model and the ability of the team to adapt to rapidly changing conditions. Robust demand for both portable and storage equipment across Canada, the US, and International geographies helped drive results for the Farm segment. This was offset by some softness in the Commercial segment as many customers delayed ordering, installation, and delivery of equipment owing to the uncertainties and complexities created by the COVID-19 pandemic.

The emerging Food and Technology platforms were also solid contributors to 2020 results. With rising demand for both greenfield and retrofit projects, the Food segment was an area of growth for AGI as food processors continue to expand capacity. The Technology platform was able to grow revenue by double digits despite having to pivot sales efforts from in-person meetings, either on-the-farm or at tradeshows, to virtual sessions. In addition, onboarding dealership partners as an additional Technology sales channel was prioritized throughout the year. This omni-channel approach offers increased scale going forward.

2020 Compensation Decisions

The factors described above were reflected in the below-target 2020 payout of 75% of target under our short-term incentive plan (STIP). This result includes an upward discretionary adjustment of 25% by the HRC Committee in recognition of the NEOs’ performance in initiating and addressing a number of

3 5

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

strategic objectives and challenges that developed through 2020. The HRC Committee felt this decision was appropriate considering all the circumstances. The 2020 STIP decisions are described in more detail under “Short-Term Incentive Plan” (Item 7.8).

As described in more detail under “Equity Incentive Award Plan” (Item 7.9), in 2019 the HRC Committee undertook a review of the effectiveness of the EIAP. As a result of this review, the HRC Committee adopted the following changes to the design of the Awards under the EIAP in the context of a multi-year transition to a program with annual grants of three-year cliff vested Awards:

• Effective 2019, awards under the EIAP are made on an annual basis (under the previous policy, Awards were made every three to five years, and intended to represent compensation over such period);

• Effective 2020, Performance Awards include a return on invested capital (“ROIC”) metric, in addition to the adjusted EBITDA metric; and

• The 2020 Performance Awards were granted with a two-year term in the context of our multi-year transition to annual grants of three-year cliff vested Awards; going forward, Awards will generally have a three-year term.

The HRC Committee believes these adjustments will allow the long-term incentives component of the

==> picture [41 x 687] intentionally omitted <==

3 6

Company’s compensation strategy to be more responsive to changes in the business, the SLT, competitive factors and the performance of the business and the SLT, and in addition will better ensure that executives remain exposed to the long -term risks of their decision making by providing overlapping vesting periods over time for the Awards.

2021 Priorities

The HRC Committee will continue to ensure AGI’s executive compensation programs and outcomes appropriately align with the strategic and financial performance of the Company, including by utilizing the recently adopted Option Plan (subject to ratification thereof by Shareholders at the Meeting). This will be accomplished through tracking of ongoing activities and metrics which drive critical financial objectives including growth of the North American International business platforms; infrastructure and product optimization; growth in the technology platform and critical ESG performance. As leaders, AGI’s executives are expected to lead and to drive a culture of Diversity and Inclusion demanding a clear focus on creating opportunities and development for all employees.

7.1

Introduction

This Compensation Discussion and Analysis describes our compensation strategy, the compensation programs provided to our Named Executive Officers (“ NEOs ”) and the decisionmaking process followed in setting compensation levels for our NEOs during 2020. This discussion should be read in conjunction with the tables and related narratives in the section entitled “Compensation of Our Named Executive Officers” (Item 8). Our NEOs for the financial year ended December 31, 2020, being our Chief Executive Officer and Chief Financial Officer, our other three most highly compensated Executive Officers whose total compensation for the year exceeded $150,000 and our former Chief Financial Officer, are:

• Tim Close, President and Chief Executive Officer

• Jim Rudyk, Chief Financial Officer

• Paul Householder, Executive Vice President, Global Operations

Shareholder Engagement

Our Board welcomes constructive engagement with our shareholders, and the HRC Committee welcomes feedback on our approach to corporate governance and executive compensation. We invite you to write to us at AGIHRC@ aggrowth.com should you have any questions.

On behalf of the HRC Committee, I would like to thank you for your continuing support.

Sincerely,

==> picture [158 x 34] intentionally omitted <==

JANET GIESSELMAN Chair, Compensation and Human Resources Committee

• Jim Vis, Executive Vice President, Global Product Management

• George Vis, Executive Vice President, North America Commercial

• Steve Sommerfeld, former Executive Vice President and Chief Financial Officer

The Board has ultimate responsibility for compensation matters at AGI. The HRC Committee assists the Board in conducting a detailed review of proposed executive pay parameters and corporate policies related to compensation matters, and in providing oversight of the Company’s overall compensation framework applicable to all employees. The mandate of the HRC Committee includes reviewing and making recommendations to the Board concerning the appointment of officers of the Company and the hiring, compensation, benefits and termination of senior officers and all other key employees of the Company. Each year, the Corporate Governance Committee assesses the skills, experience and credentials held by each HRC Committee member to ensure that the HRC Committee’s members are fully qualified.

3 7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

7. 2

Composition of the Compensation and Human Resources Committee

The HRC Committee is comprised of Janet Giesselman (Chair), Anne De Greef-Safft , Malcom (Mac) Moore and David White, each of whom is independent within the meaning of section 1.4 of National Instrument 52-110 – Audit Committees. Each of these Directors has worked in leadership roles and has specific experience in compensation matters, with an appropriate mix of experience in corporate strategy, financial and accounting matters. Further details of each HRC Committee member’s relevant experience are set out below.

Janet Giesselman is a corporate director and currently serves on the board of directors of the following companies: GCP Applied Technologies, Inc. (a public Massachusetts based construction, chemicals and materials products company), where she serves as Chair of the Compensation Committee and also serves as a member of the Governance Committee; Twin Disc, Inc. (a public Wisconsin based marine and heavy duty, off highway power transmission equipment company), where she is Chair of the Compensation and Executive Development Committee and is also a member of both the Audit and Nominating and Governance committees; Avicanna Inc. (a public Ontario based biopharmaceutical company in the medical cannabis space), where she is Chair of the Compensation Committee and also serves on the Audit and Governance committees; Corteva Inc. (a public Wilmington based agricultural chemical and seed company) where she is a member of the Governance and the Sustainability committees; and McCain Foods Limited (a private New Brunswick based frozen food produce and transportation company) where she serves as Chair of the Safety and Sustainability and Management Resources committees and is a member of the Audit Committee. Ms. Giesselman previously served on the Board of Directors of Omnova Solutions Inc. (a public Beechwood based global provider of emulsion chemicals and decorative and functional surfaces) until it was acquired by Synthomer plc in April 2020. Ms. Giesselman has over 30 years of U.S. and international agriculture, energy and specialty chemicals industry experience, having led multiple global businesses. From 2001 to 2010, she held numerous senior leadership positions with the Dow Chemical Company including Business Vice President Dow Latex, President and General Manager Dow Oil and Gas and Vice President Dow AgroSciences. Before joining Dow, Ms. Giesselman held various business leadership positions with the Rohm and Haas Company. She holds a B.Sc., Biology from Pennsylvania State University and a Masters in Plant Pathology from the University of Florida.

Anne De Greef-Safft is an independent member of the Board of Directors of Benchmark Electronics, Inc. (NYSE: BHE), a global provider of product design, engineering services,

technology solutions and advanced manufacturing services headquartered in Tempe, Arizona, where she serves on its Nominating/Governance and Compensation Committees. She also provides strategic and operational consulting services to private equity firms and their portfolio companies, including having served on the boards of two Windjammer Capital portfolio companies. From 2015 until 2017, Anne was Group President of the Food Service Equipment business of Standex International Corporation (NYSE:SXI). Prior to 2015, Anne held four successive positions at Danaher Corporation (NYSE:DHR) as President of increasingly complex, global operating companies over a period of 12 years. Before joining Danaher, she held various leadership positions in engineering, marketing, sales, and business development for global manufacturing companies. Anne received her MBA from Babson College in Wellesley, Massachusetts, and her Bachelor’s and Master’s degrees in Electronics Engineering from the Catholic University of Louvain (KU Leuven) in Belgium.

Malcolm (Mac) Moore is the retired Executive Vice President and Chief Operating Officer of Twin Disc, Incorporated (a publicly held Wisconsin based manufacturer of marine and heavy duty, off highway power transmission equipment). He has also served as the President and Chief Executive Officer of Gehl Company, a manufacturer and distributor of construction and agricultural equipment. In his 11 years with Gehl Company, Mac held a series of senior positions including President since 2003 and culminating with his appointment as Chief Executive Officer in 2009. Mac is also the former President and Chief Executive Officer of Digi-Star Investments LLC, a provider of specialized monitoring and electronic control systems for precision agriculture. Mac serves on the board of directors of FreightCar America, Inc. (a public Illinois based railroad car manufacturing company), where he is a member of the Compensation and Nominating and Governance committees. Mac holds a B.S., International Business, from American University and an M.B.A. from the J.L. Kellogg Graduate School of Management-Northwestern University.

David White is a corporate director and currently the General Partner of First Call Services LLC, a private holding company and advisory firm. David has held a number of senior financial and operating positions with John Labatt Limited, Lawson Mardon Group Inc., and Laidlaw Inc., and was Chief Executive Officer of TransCare Inc., a medical transportation company, and President and Chief Operating Officer of Student Transportation of America, formerly a TSX- listed company. David is a member of the board of directors of Art’s Way Manufacturing Company, Inc. (a public Iowa based diversified, international manufacturer and distributor of equipment serving agricultural, research and steel cutting needs), where he serves on the audit and compensation committees. In 2018 he was appointed to the board of directors of Avicanna Inc., a public Canadian biopharmaceutical corporation focused on plant-derived cannabinoid-based products, where he serves

==> picture [41 x 687] intentionally omitted <==

3 8

as Chair of its Audit Committee. David has been a Canadian Chartered Accountant since 1978, and holds a BA from the University of Western Ontario and an MBA from the University of Toronto. In 2013, David received the ICD.D designation from the Institute of Corporate Directors.

In addition to the HRC Committee’s collective experience in compensation matters, HRC Committee members stay informed of developments and trends in compensation matters and applicable legal and regulatory requirements.

7. 3

Independent Compensation Consultant - Executive Compensation - Related and Other Fees

In March 2016, the HRC Committee formally retained Hugessen Consulting Inc. (“Hugessen”) to provide it with advice on the competitiveness and effectiveness of compensation programs for the Company’s top Executive Officers. In 2020, Hugessen’s services included providing the HRC Committee with: Hugessen’s views on talent and compensation in the context of the Company’s business; a review of the Company’s proxy circular; results of executive pay benchmarking for the NEOs against comparator group companies; results of director compensation benchmarking; support with a review of the design of AGI’s long-term incentive programs; CEO performance feedback; and support with year-end pay decision making in respect of 2020. While the HRC Committee considered the information and recommendations provided by Hugessen, it ultimately relied upon its own judgement and experience in making compensation decisions.

Executive Compensation-Related Fees - The Company paid Hugessen approximately $241,416 and $124,113 in fees in the 2020 and 2019 financial years, respectively, for services related to determining compensation for the Company’s Executive Officers.

All Other Fees – The Company paid Hugessen $15,890 and $0 in the 2020 and 2019 financial years, respectively. Fees in 2020 were related to work undertaken by Hugessen for AGI management, related to executive coaching and development.

7. 4

(the “ STIP ”), and long-term incentives in the form of the grant of restricted share awards (“ Restricted Awards ”) and performance share awards (“ Performance Awards ” and together with the Restricted Awards, “ Awards ”) under the Company’s Equity Incentive Award Plan (“ EIAP ”) and participation in the Company’s deferred profit sharing plan. Commencing in 2021, the Company’s executive compensation program will also include the participation of certain NEOs in the Option Plan (subject to ratification thereof by Shareholders at the Meeting).

AGI believes in paying for performance. The Company’s executive compensation program is designed to link compensation to the achievement of AGI’s short and mediumterm corporate objectives as well as the advancement of longer-term corporate strategies. The compensation strategy for the Company is intended to accomplish the following principal objectives:

• attract Executive Officers who have demonstrated superior leadership and management skills;

• retain the services of valued members of the senior leadership team;

• link the interests of the Executive Officers with those of Shareholders including by encouraging share ownership;

• motivate Executive Officers to achieve excellence within their respective areas of responsibility by rewarding performance;

• ensure that the compensation program is sufficiently flexible to adapt to unexpected developments; and

• mitigate excessive risk taking.

A combination of fixed and variable compensation is used to motivate executives to achieve overall corporate goals. Fixed salary comprises a portion of the total cash compensation; however, annual bonus incentives and long-term share- based compensation generally represent compensation that is “at risk” and thus may or may not be paid to the respective Executive Officer depending on: (i) achievements of applicable targets including adjusted earnings before interest, taxes, depreciation and amortization (“ adjusted EBITDA ”) levels, and, starting with the Performance Awards issued in 2020, return on invested capital; (ii) achievement of certain nonfinancial objectives; and (iii) market performance of the Common Shares.

Compensation Strategy

7. 5

In 2020, the Company’s executive compensation program was composed of base salaries and benefits, short-term incentives in the form of bonuses under the short-term incentive plan

Benchmarking Pay Comparator Group and Pay Positioning

3 9

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

The Company uses a pay comparator group in order to provide competitive market data to support decision making on pay levels and mix. In 2019 the HRC Committee, with the assistance of Hugessen, undertook a review of AGI’s compensation peer group approach in light of the significant expansion the Company has undergone over the past several years. As a result of this review, a comparator group comprised of a blend of Canadian, U.S. and European companies that the HRC Committee believes reflects AGI’s business model and global business scope and talent needs was developed for future decisions on pay levels and mix. The pay comparator group is comprised of the following international group of companies, all of which were sized within 1/3x to 3x the Company’s total enterprise value or total assets at the time of initially developing the group. The peer selection process emphasized companies with a strong growth profile and with comprehensive service offerings (supply chain integration), product diversity, global diversification and, where possible, operations in the agricultural or food processing industries:

• Harsco Corporation

• Hillenbrand, Inc.

• NFI Group Inc.

• The Andersons, Inc.

• ESCO Technologies Inc.

• Interroll Holding AG

• Wesco Aircraft Holdings, Inc.

• ATS Automation Tooling Systems Inc.

• Intertape Polymer Group Inc.

• Badger Daylighting Ltd.

• Polypipe Group plc

• Ameresco, Inc.

• Bossard Holding AG

• TPI Composites, Inc.

• Thermon Group Holdings, Inc.

• Lindsay Corporation

• Tyman plc

• ForFarmers N.V.

• Ducommun Incorporated

• CanWel Building Materials Group Ltd.

• Exel Industries Societe Anonyme

• Wajax Corporation

• Rocky Mountain Dealerships Inc.

• Argan, Inc.

In identifying these comparator and reference groups, the HRC Committee acknowledges that no one company is entirely comparable with AGI in terms of size, scope, industry, complexity and products and services provided. The comparator group provides the HRC Committee and the Board relevant context during their decision-making regarding market compensation levels and practices.

The HRC Committee reviews comparator group benchmark data for external market context and considers pay comparator group medians as a point of reference, but does not target executive compensation to a fixed percentile relative to the pay comparator group.

7. 6

Compensation Risk Assessment

As part of its oversight of the Company’s compensation program, one of the HRC Committee’s objectives is to ensure that the Company’s compensation program provides Executive Officers with adequate incentives to achieve both short-term and long-term corporate objectives, without motivating them to take inappropriate or excessive risks. In order to minimize excessive risk-taking, the Company observes the following processes:

• AGI follows a formal process for making executive compensation decisions. After a comprehensive review by the HRC Committee, senior leadership team compensation recommendations are considered and must be approved by the full Board. No individual, or group of individuals, has undue influence on the determination of executive compensation.

• The HRC Committee retains an independent consultant to support its review of executive and director compensation levels, pay program design and governance programs.

• A significant portion of executive compensation is at-risk (not guaranteed) and is variable year-over-year.

• The financial performance objectives of the STIP and the Performance Awards are reviewed and approved by the HRC Committee and the Board annually.

• Achievement of financial targets and other goals under the STIP and Performance Awards are reviewed and approved by the HRC Committee, the Audit Committee and the Board prior to payout. Commencing in 2020, additional financial metrics including cash flow and return on invested capital have been incorporated in the STIP and EIAP, respectively.

• The STIP consists of multiple strategic and financial performance objectives, thus lessening the focus on any one in particular.

• Short and long-term incentive payouts are capped for all participants.

• Awards under the EIAP have been designed such that: they generally have a term of three years; Performance Awards vest only upon achievement of annual or three-year

==> picture [41 x 687] intentionally omitted <==

4 0

cumulative financial targets; and Restricted Awards generally “cliff” vest after three years; therefore encouraging sustainable Common Share price appreciation and reducing the risk of actions which may only have short-term benefits. As described in more detail below, the 2020 Performance Awards approved by the HRC Committee have a two-year term which has been granted in the context of transitioning to an annual granting approach, and the intention commencing in 2021 is to grant Awards with three year terms.

• Restricted Awards and Performance Awards are granted on an annual basis, which helps to ensure that executives remain exposed to the long term risks of their decision making.

• All executives participate in the same compensation plans.

• All executives are expected to own Common Shares or Common Share equivalents representing at least one times their annual salary (two times for senior vice presidents and above and three times in the case of the CEO).

• AGI has an anti-hedging policy which ensures that executives cannot participate in speculative activity related to the Common Shares to protect themselves against declines in share price.

• The Company has in place a formal recoupment or “clawback” policy that can require the return of bonus and other incentive compensation (including Awards and Options) in the event of the restatement of the Company’s financial statements due to material non-compliance with applicable financial reporting requirements.

The HRC Committee has not identified any significant areas of risk arising from the Company’s compensation policies and practices that would be reasonably likely to have a material adverse effect on the Company.

Anti-Hedging Policy

The Company’s trading policy prohibits Directors and Officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Common Shares held, directly or indirectly, by the director or officer, including short sales, puts and calls.

Share Ownership Guidelines

AGI maintains ownership guidelines for its executives to further align executive and shareholder interests. The minimum share and / or share equivalents ownership guideline for the CEO is three (3) times base salary, for executive and senior vice presidents is two (2) times base salary and for vice presidents is one (1) times base salary. Executives have five years from the later of April 18, 2016, and the date of their appointment to their executive position at AGI to accumulate the minimum number of shares and/or share equivalents. The following table illustrates the ownership holdings of the NEOs (other than the former CFO) as of March 25, 2021.

==> picture [472 x 107] intentionally omitted <==

----- Start of picture text -----

Number of Common Number of Restricted Value of Common Shares and Multiple of Base Salary
Shares held Awards held Restricted Awards [(1)] Value Represents [(2)]
TIM CLOSE 157,485 78,014 $10,352,536 12.94
JIM RUDYK [(3)] NIL 5,515 $242,439 1.75
PAUL HOUSEHOLDER 28,500 30,567 $2,596,571 7.16
JIM VIS 15,141 17,134 $1,418,809 3.83
GEORGE VIS 15,141 17,134 $1,418,809 3.83
----- End of picture text -----

1. Based on the closing price of the Common Shares on the TSX on March 25, 2021, of $43.96.

2. Value of Common Shares and Restricted Awards divided by the NEO’s 2020 base salary.

3. Mr. Rudyk has until September 2025 to meet the minimum share ownership guidelines as his employment with AGI commenced in September 2020.

4 1 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

Clawback Policy

AGI has in place a formal recoupment or “clawback” policy on executive incentive compensation including, without limitation, bonuses under the STIP and Awards under the EIAP and Options under the Option Plan that may be awarded or granted to our CEO, CFO, Executive Vice Presidents and Senior Vice President, Legal when: (i) there is a restatement (a “ Restatement ”) of the Company’s financial statements due to AGI’s material non-compliance with any applicable financial reporting requirement under securities laws; (ii) the executive received incentive compensation calculated on the achievement of those financial results; and (iii) the incentive compensation received would have been lower had the financial statements been properly reported. The policy provides that when there is a Restatement, the Board may, in its discretion, on the recommendation of the HRC Committee, require the executive to repay the amount of incentive compensation relating to the year(s) subject to the Restatement (or received upon exercise or payment of incentive compensation in or following the year(s) subject to the Restatement) that is in excess of the incentive compensation the executive would have received if the incentive compensation had been computed in accordance with the results as restated, calculated on an after-tax basis.

7. 7

Base Salary and Benefits

Base salaries for each NEO for the financial year ended December 31, 2020, were based on an assessment of factors including current competitive market conditions, comparable compensation levels and the particular skills of the NEO, such as leadership ability, management effectiveness, and the experience, responsibility and proven or expected performance of the NEO.

The following table sets forth the annualized base salaries for each of the NEOs for the financial year ended December 31, 2020.

NEO	Annualized Base Salary
TIM CLOSE	$800,000
JIM RUDYK	$500,000
PAUL HOUSEHOLDER	$362,805
JIM VIS	$370,000
GEORGE VIS	$370,000

Base salary and benefits for the CEO and the CFO are determined by the Board on the recommendation of the HRC Committee (having regard to the recommendations made by the CEO in the case of the CFO) and for the other NEOs are determined by the CEO, subject to the review and approval of the HRC Committee and the Board. Base salary and benefits are targeted to approximate comparable programs in other companies of comparable market capitalization and operations to the Company including in particular the pay comparator group described above. The Board, the HRC Committee and the CEO have made use of both internal and third-party compensation studies to assist in their determination of the appropriate levels of compensation. Salaries and benefits are generally reviewed annually and adjustments are made when determined appropriate.

7. 8

Short-Term Incentive Plan

The NEOs, together with other key employees, participate in the STIP that provides for annual bonus payments as a percentage of base salary. The STIP is intended to align the annual bonus payable to the NEOs with the Company’s financial and operational performance and strategic objectives.

In 2020, the target STIP weighting established by the Board was as follows for each of the NEOs:

• 50% for the achievement of the following corporate financial objectives

• adjusted EBITDA[1] (40%);

• cash flow[2] (10%); and

• 50% for the achievement of individual objectives, which are directed at the Company’s strategic objectives and operational priorities. Individual objectives are determined by the HRC Committee relative to strategic initiatives assigned to each executive as well as other individual objectives.

• Adjusted EBITDA is a non-GAAP financial measures and is defined for these purposes as AGI’s earnings before interest, income taxes, depreciation and amortization as adjusted and reported by AGI, without adjustment for certain warranty and related costs, as may be further adjusted and determined by the HRC Committee.

• Cash flow is a non-GAAP financial measures and is defined for these purposes as adjusted EBITDA less interest expense, plus non-cash interest, less cash taxes less maintenance capital expenditures, as may be adjusted and determined by the HRC Committee.

==> picture [41 x 687] intentionally omitted <==

4 2

==> picture [276 x 749] intentionally omitted <==

==> picture [72 x 749] intentionally omitted <==

4 3 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [539 x 749] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

4 4

The following table sets forth the 2020 corporate financial targets for the STIP.

Target

STIP FINANCIAL OBJECTIVE	50% Payout	100% Payout	200% Payout
ADJUSTED
EBITDA
FOR BONUS	$120 million	$150 million	$180 million
PURPOSES (40%)
CASH FLOW
FOR BONUS PURPOSES	$53 million	$81 million	$108 million
(10%)

In 2020, our adjusted EBITDA achievement used to determine STIP awards of $69.3 million and cash flow achievement used to determine STIP awards of $16.5million fell below threshold, resulting in a 0% score for each of these financial metrics in our STIP. Results were below target in 2020 due to Covid-19 related impacts and a large one time charge taken by the Company during the year to reflect the cost we expect to incur to remediate equipment installed at 2 projects. This charge is isolated to a unique product and not indicative of normal operations. The HRC Committee used its discretion for the award to recognize EBITDA and cash flow performance adjusted for these events. In addition to the above factors, the HRC considered the following accomplishments by the Company and the NEOs in evaluating AGI’s performance in 2020:

• Completed the acquisition of Affinity Management Ltd., enhancing our technology business

• Record year in both sales volume ($1 Billion) and backlog (up 40% over the same time last year) in spite of challenges caused by project delays, product interruptions and logistical challenges

• International growth of 10% as compared to 2019

• Launched major project to drive manufacturing and sales execution quality and efficiency by standardizing process and product across the globe

• Continued momentum on building management team with addition of new CFO and the key regional hires including VP of South East Asia. Strengthened internal bench strength through promotions and scope expansion for organizational talent

• Mitigated the impact of the pandemic by early establishment of detailed health and safety protocols including PPE and physical distancing mandates, stringent cleaning practices and robust tracing and tracking activities

In recognition of the above, the HRC Committee exercised its discretion to determine adjusted EBITDA and cash flow for compensation purposes to be $120 million and $53 million, respectively, resulting in a 50% payout in respect of the STIP financial objectives.

The achievement of individual objectives for Mr. Close was determined at the discretion of the Board to be at target, while the achievement of the non-financial individual objectives for Messrs. Rudyk, Householder, George Vis and Jim Vis was determined at the discretion of the CEO (with the review and approval of the HRC Committee and the Board) to be at target.

The combined impact of the financial and individual metrics resulted in an overall STIP payout for the NEOs of 75%. The HRC Committee felt this decision was appropriate considering all the circumstances.

Entering 2020, we were coming off of a year with notable headwinds in core North American markets. This included severe weather and flooding across much of the US farm belt as well as trade tensions between the US and China which, taken together, disrupted much of the agricultural supply chain. EBITDA retrenched from a record high of $148 million in 2018, to $144 million in 2019. Given the passing of shock weather events and a desire to return to growth, we established ambitious STIP targets entering 2020. We had confidence this was possible given the likely abatement of extreme weather challenges and the eventual easing of trade tensions – both of which would support more normalized activity in core North America markets. In addition, we were optimistic about the strength and momentum in our International geographies – particularly Brazil, EMEA, and India – where recent investments to support growth and profitability were set to come online.

However, 2020 came with unforeseen and unprecedented challenges. First, the onset of the COVID-19 pandemic. The rapidly evolving situation initially created production disruptions, strained supply chains, and delayed product delivery. However, the team reacted quickly and used a Preparation with Progress framework to help minimize the overall impact to operations. AGI developed contact tracing and PP&E measures that met or exceeded local government guidelines in the jurisdictions in which we operate. This enabled the Company to substantially avoid production suspensions in the second half of 2020. Currently, all of the Company’s facilities across the globe are operating without restriction and at full capacity.

Later in the year, more challenges surfaced as a bin collapsed at a customer site in Western Canada. The investigation into

4 5

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

the cause of and responsibility for the collapse is ongoing, but out of an abundance of caution and a strong sense of duty to support our customers, a $70 million warranty accrual has been taken to offset management’s best estimate of the all-in costs to clean-up, investigate, and remediate two customer sites with potentially faulty product.

Despite these unforeseen and unprecedented challenges, AGI held or gained market share across the business, officially crossed the $1 billion trade sales mark, expanded gross margins, and reported record adjusted EBITDA of $149 million. The agile decision making throughout the pandemic, along with the benefits of a business model diversified across product lines, end markets, and geographies, has proven to be incredibly resilient and capable of finding ways to thrive amid extremely challenging conditions.

The following table sets out for the NEOs the STIP target as a percentage of salary, achievement level and payout for 2020.

==> picture [470 x 100] intentionally omitted <==

----- Start of picture text -----

NEO Target % of Base Salary STIP Achievement STIP Payout
TIM CLOSE 100% 75% $600,000
JIM RUDYK [(1)] 80% 75% $83,077
PAUL HOUSEHOLDER 80% 75% $217,683
JIM VIS 80% 75% $222,000
GEORGE VIS 80% 60% $177,600
----- End of picture text -----

1. Mr. Rudyk’s employment with AGI commenced in September 2020.

7. 9

Equity Incentive Award Plan

Individual key employees of the Company are chosen by the Board on the recommendation of the HRC Committee and the CEO to receive grants of Awards under the EIAP. In each case, individual allocations of Awards are determined based on a number of factors including each individual’s position, level of responsibility, and overall Company, division and individual performance, as well as the individual’s receipt in previous years of share-based compensation awards and the individual’s existing shareholdings in the Company.

Transitioning to an Annual EIAP Grant Approach

Prior to 2019, employees were eligible for grants of Awards every three to five years, and the grant value of these Awards were such that they were intended to form part of the recipients’ compensation over that same three to five year period. The HRC Committee determined that effective 2019, employees are eligible to receive Awards on an annual basis, with grant values intended to form part of compensation for the year of award only.

In the context of moving to an annual approach, in 2020 the HRC Committee approved the grant of a two-year Performance Award (as opposed to a typical three-year instrument) that will vest annually as to 50% in each of the two financial years ended December 31, 2020 and 2021. This approach has only been approved for 2020 as part of the multi-year transition to annual awards that will “cliff” vest after three years. Awards granted in 2021 and in future years will generally have a three-year term.

The HRC Committee believes that this change will allow the long-term incentives component of the Company’s compensation strategy to be more responsive to changes in the business, the senior leadership team, competitive factors and the performance of the business and the senior leadership team, and in addition will better ensure that executives remain exposed to the long-term risks of their decision making by providing overlapping vesting periods over time for the Awards.

Performance Awards

In 2020, each of the NEOs (other than the former CFO) received a grant of Performance Awards which will vest annually as to 50% in each of the two financial years ending December 31, 2020 and 2021 based on the level of the Company’s adjusted EBITDA

==> picture [41 x 687] intentionally omitted <==

4 6

(50% weighting) and return on invested capital (50% weighting) in each such year. As discussed above, this two-year instrument is intended to bridge the adjustment to an annual granting approach, with the view of transitioning to a “cliff-vesting” award by 2022.

Under the terms of the Performance Awards, the NEOs, including the CEO, may receive no payout if minimum adjusted EBITDA thresholds are not achieved.

Restricted Awards

In 2020, each of the NEOs (other than the former CFO) received a grant of Restricted Awards, which “cliff” vest as to 100% at the end of their three-year term.

See “Compensation of Our Named Executive Officers - Summary Compensation Table” (Item 8.2), “Compensation of Our Named Executive Officers- Outstanding Share-Based Awards” (Item 8.3) and “Compensation of Our Named Executive Officers- Incentive Plan Awards – Value Vested or Earned During The Year” (Item 8.4) for more information on the Awards granted to and held by the NEOs and “Compensation of Our Named Executive Officers- Summary Description of Equity Incentive Award Plan” (Item 8.6) for additional information on the EIAP and the Awards.

The following table sets forth for each NEO the EIAP Awards granted in 2020.

	Share Based Awards
	Equity Incentive Award Plan
	Number of Restricted Awards Grant Value of Restricted Awards(1) Number of Performance Awards Grant Value of Performance Awards(1)
TIM CLOSE	15,899 $358,522 26,044 $785,747
JIM RUDYK	3,681 $101,669 1,834 $50,655
PAUL HOUSEHOLDER	10,500 $236,775 6,000 $181,020
JIM VIS	4,200 $94,710 3,200 $96,544
GEORGE VIS	4,200 $94,710 3,200 $96,544

1. Grant value of Awards based on the closing price of the Common Shares on the TSX on the last trading day before the date that the number of Awards to be granted were determined, being: $22.55 for the grant of Restricted Awards and $30.17 for the grant of Performance Awards (other than for Mr. Rudyk); and $27.62 for the grant of Awards to Mr. Rudyk.

7.1 0

Deferred Profit Sharing Plan

The Company sponsors a group Registered Retirement Savings Plan (the “ Group RRSP ”) and a group Deferred Profit Sharing Plan (the “ DPSP ”). Eligible employees may make voluntary contributions to the Group RRSP of up to 5% of the employee’s base salary, which the Company matches with contributions to the DPSP. All NEOs are eligible to participate in the Group RRSP/DPSP. All Company contributions to the DPSP vest immediately and there are no restrictions on employee withdrawals.

7.11

Employee Share Purchase Plan

The Company has an employee share purchase plan pursuant to which eligible employees may contribute a maximum of 3% of their base salary to purchase Common Shares. Participants receive a Company contribution equal to 25% of their contributions. The trustee under the plan acquires Common Shares at market price for the benefit of participants through the facilities of the TSX using

4 7 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

monies contributed to the plan. Employees who receive grants of Performance Awards, which includes all of the NEOs, are not eligible to participate in the plan.

7.1 2

2020 CEO Compensation

Determination of Target Total Direct Compensation

The HRC Committee reviews compensation on a target total direct compensation or “TDC” basis. In 2020, target TDC consisted of: (i) base salary, (ii) target STIP awards, and (iii) Awards granted under the EIAP. For clarity, as described above, past Awards under the EIAP were intended to form part of the executive’s compensation over several years. For such Awards, the annualization calculation divides the grant-date value of these Awards by the number of years the Awards were intended to cover in order to give a perspective on the intended annual value of the Awards. This helps normalize comparisons to market pay data, which is generally calculated and presented on an annualized basis.

2020 CEO Target Total Direct Compensation and Positioning

In the normal course, the HRC Committee and the Board reviewed market pay levels and Mr. Close’s performance in the CEO role in 2020. The Board was very satisfied with the CEO’s performance in 2019 with strong corporate and individual performance results. With 2020 representing Mr. Close’s sixth full year in the CEO role, and taking other relevant factors into account, the HRC Committee and the Board approved a 2020 target annualized TDC of $2.9 million for the CEO (unchanged from target annualized TDC of $2.9 million in 2019). This target positioned his compensation, on a target TDC basis, near market median. In order to achieve this target TDC of $2.9 million, the HRC Committee (i) maintained the CEO’s base salary and target STIP as a percent of base salary at $800,000 and 100%, respectively, and (ii) taking into account the annualized value of previous Awards, deemed it appropriate to deliver an EIAP Award with a grant date fair value of $1,144,270 in order to deliver the targeted EIAP value of $1.3 million for 2020. The 2020 EIAP Award consisted of a Restricted Award with a grant value of $359,000, and a Performance Award with a grant value of $786,000 The table below illustrates the CEO’s 2020 target TDC as contemplated by the Board, expressed on an annualized basis, relative to the reported compensation awarded in 2018, 2019 and 2020 as disclosed in the Summary Compensation Table (Item 8.2).

		2018 Target		2019 Target		2020 Target
	2018	Total Direct	2019	Total Direct	2020	Total Direct
Compensation	Reported	Compensation	Reported	Compensation	Reported	Compensation
Element	Compensation	(Annualized)	Compensation	(Annualized)	Compensation	(Annualized)
SALARY(1)	$755,000	$755,000	$800,000	$800,000	$800,000	$800,000
STIP(2) EIAP TOTAL DIRECT COMPENSATION	$641,750 $573,672 $1,970,422	$641,750 $1,309,559(3) $2,706,309	$480,000 $1,060,960 $2,340,960	$800,000 $1,309,568(4) $2,909,568	$600,000 $1,144,270 $2,544,270	$800,000 $1,309,570(5) $2,909,570

1. Annual base salaries for 2018, 2019 and 2020.

2. Target STIP was 85% of base salary for 2018, and 100% of base salary for 2019 and 2020.

3. Consists of annualized portions of EIAP Awards granted in 2014, 2015 and 2016 and “top-up” Awards granted in 2018.

4. Consists of annualized portions of EIAP Awards granted in 2015 and 2016 and the Awards granted in 2019.

5. Consists of annualized portion of EIAP Award granted in 2016 and the Awards granted in 2020.

==> picture [41 x 687] intentionally omitted <==

4 8

==> picture [141 x 792] intentionally omitted <==

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

8 .1

Performance Graph

The following graph compares the cumulative total Shareholder return from an investment of $100 in Common Shares of the Company made at January 1, 2016 (and assuming all dividends are reinvested) with the cumulative total return of a similar investment in the group of issuers comprising the S&P/ TSX Composite Index:

==> picture [407 x 207] intentionally omitted <==

----- Start of picture text -----

AFN TSX
$190
$170
$150
$130
$110
$90
2015 2016 2017 2018 2019 2020
Dec 31, 2015 Dec 31, 2016 Dec 31, 2017 Dec 31, 2018 Dec 31, 2019 Dec 31, 2020
AFN 100 168 178 163 170 113
TSX 100 121 131 120 145 152
----- End of picture text -----

During the period from January 1, 2016 to December 31, 2020, the total cumulative return on the Common Shares was approximately 13.4%, compared to approximately 52.3% for the S&P/TSX Composite Index. During the same period the average compensation of the NEOs decreased by approximately 12% or by approximately 27% if the one-time separation payment to the former CFO in 2020 is excluded. Over the 2015 to 2020 period the size and complexity of the Company has grown substantially: total assets – 74% increase; adjusted EBITDA – 49% increase; sales – 83% increase; and number of employees – 103% increase.

4 9

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [360 x 792] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

5 0

8 . 2

Summary Compensation Table

The following table sets out compensation related to the fiscal year ended December 31, 2020. Included are the President & Chief Executive Officer and the Chief Financial Officer of the Company, the other three most highly compensated Executive Officers, other than the Chief Executive Officer and Chief Financial Officer, that served as Executive Officers of AGI during the year ended December 31, 2020 and whose total compensation for the year exceeded $150,000 and the former CFO.

					Non-equity Incentive Plan	Non-equity Incentive Plan
					Compensation
				Option	Annual	Long-term	All
Name and			Share Based	Based	Incentive	Incentive	Other	Total
Principal Position	Year	Salary	Awards(1)	Awards(2)	Plans(3)	Plans	Compensation(4)	Compensation
	2020	$800,000	$1,144,270	NIL	$600,000	NIL	$23,215	$2,567,485
TIM CLOSE President and CEO	2019	$800,000	$1,060,960(5)	NIL	$480,000	NIL	$13,250	$2,354,210
JIM RUDYK(6) Chief Financial Oficer PAUL HOUSEHOLDER(7) Executive Vice President, Global Operations JIM VIS Executive Vice President, Global Product Management GEORGE VIS Executive Vice President, North America Commercial STEVE SOMMERFELD(8) Former EVP and CFO	2018 2020 2020 2019 2020 2019 2018 2020 2019 2018 2020 2019 2018	$755,000 $138,462 $362,805 $177,961 $370,000 $300,000 $225,000 $370,000 $300,000 $225,000 $300,000 $400,000 $345,090	$573,672 $152,324 $417,795 $1,130,625(5) $191,254 $152,856(5) $188,930 $191,254 $152,856(5) $188,930 $90,000 $694,800 $880,110	NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL	$641,750 $83,077 $217,683 $85,421 $222,000 $144,000 $67,170 $177,600 $144,000 $67,170 $266,667 $240,000 $172,545	NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL	$13,115 $6,613 NIL NIL $22,265 $13,250 $11,250 $21,465 $13,250 $11,250 $1,258,167(9) $8,797 $13,195	$1,983,537 $380,476 $998,283 $1,394,006 $805,519 $610,106 $492,350 $760,319 $610,106 $492,350 $1,914,834 $1,343,597 $1,410,940

1. Amounts are based on the grant date fair value of the Awards granted under the EIAP, which were calculated by multiplying the number of Awards granted to the applicable NEO by the closing price of the Common Shares on the TSX on the last trading day before the date that the number of Awards to be granted were determined, being: (i) $53.34 for the grant of Restricted Awards made to Messrs. Close and Sommerfeld in 2018, and $53.98 for the grant of Restricted Awards made to Messrs. Vis and Vis in 2018; (ii) $53.34 for the grant of Performance Awards made to Mr. Close in 2018; (iii) $46.32 for the grant of all Awards made to the NEOs (other than Mr. Householder) in 2019; (iv) $54.27 for the grant of Awards made to Mr. Householder in 2019; (v) $22.55 for the grant of Restricted Awards and $30.17 for the grant of Performance Awards made to the NEOs (other than Mr. Rudyk) in 2020; and (vi) $27.62 for the grant of Awards made to Mr. Rudyk in 2020. The actual value realized upon the vesting and payment in respect of such Awards may be greater or less than the grant date fair value indicated.

2. The Company does not have any outstanding option-based awards.

5 1

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

1. Represents amounts paid under the Company’s STIP. See “Compensation Discussion & Analysis – Short-Term Incentive Plan” (Item 7.8).

2. Represents matching contributions made by the Company for each of the NEOs under the Deferred Profit Sharing Plan or, in the case of Mr. Close, the matching contribution made by the Company to his registered retirement savings plan. See “Compensation Discussion & Analysis – Deferred Profit Sharing Plan” (Item 7.10). Other perquisites and personal benefits of the NEOs aggregate less than $50,000 or 10% of the NEO’s total salary.

3. The amount in the table reflects the grant date fair value of the Awards granted to the NEO in 2019 after giving effect to the cancellation of twothirds of the Performance Awards granted to the NEO in 2019. The grant date fair value of the Awards granted to Messrs. Close, Householder, Vis and Vis before giving effect to such cancellation was $2,475,572, $1,546,695, $338,136 and $338,136, respectively.

4. Mr. Rudyk’s employment with AGI commenced in September 2020. His annualized salary is $500,000, with $138,462 being the salary earned in 2020.

5. Mr. Householder’s employment with AGI commenced in June 2019.

6. Mr. Sommerfeld’s employment with AGI terminated in September 2020.

7. Consists of $1,258,167 in payments to Mr. Sommerfeld under the terms of his employment contract in connection with his resignation as EVP and CFO.

8 . 3

Outstanding Share-Based Awards

The following table sets forth for each NEO all share-based awards outstanding as at December 31, 2020. The Company does not grant or have any outstanding option-based awards.

	Share Based Awards
	Equity Incentive Award Plan
	Number of Common Shares that have not vested Market value of Common Shares that have not vested(1)
TIM CLOSE	78,014 $2,325,597
JIM RUDYK	5,515 $164,402
PAUL HOUSEHOLDER	30,567 $911,192
JIM VIS	17,134 $510,765
GEORGE VIS	17,134 $510,765
STEVE SOMMERFELD	NIL NIL

1. Based on the closing price of the Common Shares on the TSX on December 31, 2020, of $29.81 and assuming a payout multiplier of 100% in the case of Common Shares underlying unvested Performance Award

==> picture [41 x 687] intentionally omitted <==

5 2

8 . 4

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth for each NEO the value of share-based awards which vested during the year ended December 31, 2020 and the value of non-equity incentive plan compensation earned during the year ended December 31, 2020. The Company does not grant nor have any outstanding option-based awards.

	Value Vested or Earned During the Year
	Share-based awards(1) Non-equity incentive plan compensation(2)
TIM CLOSE	$425,416 $600,000
JIM RUDYK	NIL $83,077
PAUL HOUSEHOLDER	$99,325 $217,683
JIM VIS	$147,706 $222,000
GEORGE VIS	$147,706 $177,600
STEVE SOMMERFELD	$1,040,469 $266,667

1. Represents Common Shares issued upon the vesting of Awards granted under the EIAP that vested in 2020 based on the closing price of the Common Shares on the TSX on the applicable vesting date.

2. Annual cash bonus payments earned under the STIP.

8 . 5

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets out information in respect of securities authorized for issuance under the Company’s equity compensation plans as at December 31, 2020.

Number of Common Shares
to be issued upon exercise of	Weighted-average exercise	Number of securities remaining
outstanding options, warrants	price of outstanding options,	available for future issuance under
Plan Category and rights	warrants and rights	equity compensation plans
Equity compensation plans approved by security holders 506,479(1) Equity compensation plans not approved by security holders NIL	N/A N/A	539,116(2) NIL
TOTAL 506,479	N/A	539,116

1. As at December 31, 2020, 411,901 Common Shares were reserved for issuance pursuant to outstanding Awards granted under the EIAP and 94,578 Common Shares were reserved for issuance pursuant to outstanding grants under the DDCP.

2. Includes: (i) 6,987 Common Shares remaining available for issuance under the DDCP: and (ii) 532,129 Common Shares remaining available for issuance under the EIAP. On March 23, 2021, subject to the receipt of Shareholder ratification and approval of the Option Plan and the reservation of 500,000 Common Shares for issuance thereunder, the Board approved a reduction in the number of Common Shares reserved for issuance under the EIAP by 200,000 Common Shares, which Common Share reservation and reduction are not reflected in this table. See “What the Meeting Will Cover – Approval of Share Option Plan” (Section 4.4).

3. On March 23, 2021, subject to the receipt of Shareholder ratification and approval, the Board approved the Option Plan and the reservation of 500,000 Common Shares for issuance thereunder, which is not reflected in this table. As at the date hereof, no Options have been issued, although prior to the Meeting the Board anticipates granting up to 170,000 Options subject to Shareholder ratification and approval. See “What the Meeting Will Cover – Approval of Share Option Plan” (Section 4.4).

5 3

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

8 . 6

Summary Description of Equity Incentive Award Plan

The principal purposes of the Equity Incentive Award Plan, which was originally approved by Shareholders in 2012 and amended in 2016, 2018 and 2020, are: (i) to retain and attract qualified service providers that the Company and its affiliates require; (ii) to promote a proprietary interest in the Company by such service providers and to encourage such persons to remain in the employ or service of the Company and its affiliates and put forth maximum efforts for the success of the business of the Company and its affiliates; and (iii) to focus management of the Company and its affiliates on operating and financial performance and the growth and profitability of the Company.

Incentive-based compensation such as the EIAP is an integral component of compensation for the NEOs and other senior management. The attraction and retention of qualified senior management has been identified as one of the key risks to the Company’s long-term strategic growth plan. The EIAP is intended to maintain the Company’s competitiveness to facilitate the achievement of its long-term goals. In addition, this incentive-based compensation is intended to reward senior management for meeting certain pre-defined operational and financial goals which have been identified for increasing long-term total shareholder return.

Under the terms of the EIAP, any service provider may be granted Restricted Awards or Performance Awards. In determining the service providers to whom Awards may be granted (“Grantees”), the number of Common Shares underlying each Award, the number of Awards granted, and the allocation of the Awards between Restricted Awards and Performance Awards, the Committee may take into account such factors as it shall determine in its sole discretion, including any one or more of the following factors:

• a. compensation data for comparable benchmark positions among the Company’s peer comparison group or among other comparison groups;

• b. the duties, responsibilities, position and seniority of the Grantee;

• c. corporate performance measures for the applicable period compared with internally established performance measures approved by the Committee and/or similar performance measures of members of the Company’s peer comparison group or among other comparison groups for such period;

• d. the individual contributions and potential contributions of the Grantee to the success of the Company;

• e. any bonus payments paid or to be paid to the Grantee in respect of his or her individual contributions and potential contributions to the success of the Company; and

• f. the market value or current market price of the Common Shares at the time of such Award.

Restricted Awards and Performance Awards: The Company may grant Restricted Awards and Performance Awards that, at the option of the Company, either: (a) entitle the holder on vesting to be issued the number of Common Shares designated in the Restricted Award or Performance Award, as applicable; or (b) entitle the holder on vesting to receive an amount equal to the value of the Restricted Award or Performance Award, as applicable, (being an amount equal to the number of Awards multiplied by the fair market value of the Common Shares), which amount will in the sole and absolute discretion of the Company (and without the consent of the grantee), be settled in (i) cash, (ii) Common Shares acquired by the Company on the TSX, (iii) Common Shares issued from the treasury of the Company, or (iv) any combination of the foregoing. In the case of Performance Awards, the number of Common Shares issuable or the value of the Award, as applicable, is multiplied by a payout multiplier. The payout multiplier is determined by the Committee based on an assessment of the achievement of pre-defined corporate performance measures in respect of the applicable period as determined by the Committee. The payout multiplier may not be less than 0% or more than 200%.

See “Compensation Discussion & Analysis - Equity Incentive Award Plan” (Item 7.9) for information on the principal terms of the Restricted Awards and Performance Awards granted to the NEOs.

Dividend Equivalents: At the discretion of the Board, the EIAP provides for cumulative adjustments to the number of Common Shares to be issued pursuant to Awards on each date that dividends are paid on the Common Shares by an amount equal to a fraction having as its numerator the amount of the dividend per Common Share and having as its denominator the price, expressed as an amount per Common Share, paid by participants in the Company’s Dividend Reinvestment Plan, if any, to reinvest their dividends in additional Common Shares on the applicable dividend payment date, provided that if the Company has suspended the operation of such plan or does not have such a plan, then the reinvestment price shall be equal to the fair market value of the Common Shares on the trading day immediately preceding the dividend payment date. Under the EIAP, in the case of a non-cash dividend, including Common Shares or other securities or property, the Committee will, in its sole discretion and subject to the approval of the TSX, determine whether or not such non-cash dividend will be provided to the Grantee and, if so provided, the form in which it shall be provided.

==> picture [41 x 687] intentionally omitted <==

5 4

==> picture [474 x 749] intentionally omitted <==

5 5 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [539 x 749] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

5 6

Limitation on Common Shares Reserved and Burn

Rate: The EIAP provides that the maximum number of Common Shares reserved for issuance from time to time and that may be issued pursuant to Awards shall not exceed 1,765,000 Common Shares, being approximately 9.4% of the outstanding Common Shares. However, the Board has approved an amendment to the EIAP that provides that if the Option Plan is ratified and approved by Shareholders at the Meeting, the maximum number of Common Shares reserved for issuance from time to time and that may be issued pursuant to Awards will be automatically reduced by 200,000 Common Shares to 1,565,000 Common Shares, being approximately 8.3% of the outstanding Common Shares.

As at December 31, 2020, 820,970 Common Shares (approximately 4.4% of the outstanding Common Shares) had been issued pursuant to Awards granted under the EIAP, 411,901 Common Shares (approximately 2.2% of the outstanding Common Shares) remained issuable pursuant to outstanding Awards, and 532,129 Common Shares, being approximately 2.8% of the outstanding Common Shares, remained available for issuance pursuant to new grants of Awards. The burn rate for the EIAP for the fiscal years ended December 31, 2020, 2019 and 2018, being defined as the total number of Awards granted, net of cancellations, forfeitures and modifications, in the applicable fiscal year divided by the weighted average number of Common Shares outstanding for such fiscal year, was approximately 0.61%, 1.68% and 0.27% respectively.

Limitations on Awards: The aggregate number of Common Shares issuable pursuant to Awards granted to any single service provider shall not exceed 5% of the issued and outstanding Common Shares, calculated on an undiluted basis and assuming all Awards will be settled in Common Shares. In addition: (i) the number of Common Shares issuable to insiders at any time, under all security based compensation arrangements of the Company, shall not exceed 10% of the issued and outstanding Common Shares; and (ii) the number of Common Shares issued to insiders, within any one year period, under all security based compensation arrangements of the Company, shall not exceed 10% of the issued and outstanding Common Shares. Awards may not be granted to non-management Directors.

Black-out Periods: If a Grantee is prohibited from trading in securities of the Company as a result of the imposition by the Company of a trading blackout (a “Blackout Period”) and the issue or payment date of the Common Shares underlying a Restricted or Performance Award held by such Grantee falls within the Blackout Period, then the issue or payment date of such Common Shares shall be extended to the date that is ten business days following the end of such Blackout Period; provided that if the expiry date of the Awards would occur as a result of such extension, the Awards will be settled on the expiry date in cash rather than Common Shares.

Change of Control: In the event of a Change of Control of the Company (as defined in the EIAP), unless otherwise determined by the Committee, the issue date(s) applicable to the Awards will be accelerated such that the Common Shares to be issued pursuant to such Awards will be issued immediately prior to the date upon which the Change of Control is completed and the payout multiplier applicable to any Performance Awards shall be determined by the Committee.

Early Termination Events: Pursuant to the EIAP, unless otherwise determined by the Committee or unless otherwise provided in an award agreement pertaining to a particular Award or any written employment or consulting agreement governing a Grantee’s role as a service provider, the following provisions shall apply in the event that a Grantee ceases to be a service provider:

• a. Death - If a Grantee ceases to be a service provider as a result of the Grantee’s death, the issue date for all the Common Shares awarded to such Grantee under any outstanding Awards shall be accelerated to the cessation date, provided that the President and Chief Executive Officer of the Company in the case of a Grantee who is not an Officer, and the Committee in all other cases, taking into consideration the performance of such Grantee and the performance of the Company since the date of grant of the Award(s), may determine in its sole discretion the payout multiplier to be applied to any Performance Awards held by the Grantee.

• b. Termination for Cause - If a Grantee ceases to be a service provider as a result of termination for cause, effective as of the cessation date all outstanding Awards, whether Restricted Awards or Performance Awards, shall be immediately terminated and all rights to receive Common Shares thereunder shall be forfeited by the Grantee.

• c. Voluntary Resignation - If a Grantee ceases to be a service provider as a result of a voluntary resignation, effective as of the day that is fourteen (14) days after the cessation date, all outstanding Awards of such Grantee, whether Restricted Awards or Performance Awards, shall be terminated and all rights to receive Common Shares thereunder shall be forfeited by the Grantee.

• d. Other Termination - If a Grantee ceases to be a service provider for any reason other than as provided for in (a), (b) and (c) above, effective as of the date that is thirty (30) days after the cessation date and notwithstanding any other severance entitlements or entitlement to notice or compensation in lieu thereof, all outstanding Awards of such Grantee, whether Restricted Awards or Performance Awards, shall be terminated and all rights to receive Common Shares thereunder shall be forfeited by the Grantee.

5 7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

Assignment: Except in the case of death, the right to receive Common Shares pursuant to an Award granted to a service provider may only be exercised by such service provider personally. Except as otherwise provided in the EIAP, no assignment, sale, transfer, pledge or charge of an Award, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Award whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such Award shall terminate and be of no further force or effect.

Rights as a Shareholder: Until the Common Shares granted pursuant to any Award have been issued in accordance with the terms of the EIAP, the Grantee to whom such Award has been made shall not possess any incidents of ownership of such Common Shares including, for greater certainty and without limitation, the right to receive dividends on such Common Shares and the right to exercise voting rights in respect of such Common Shares. Such Grantee shall only be considered a shareholder in respect of such Common Shares when such issuance has been entered upon the records of the duly authorized transfer agent of the Company.

Amendment and Termination of Plan: The EIAP and any Awards granted pursuant thereto may, subject to any required approval of the TSX, be amended, modified or terminated by the Board without the approval of Shareholders. Without limitation of the foregoing, such amendments include, without limitation:

• a. amendments of a “housekeeping nature”;

• b. amending Awards under the EIAP, including with respect to the expiry date (provided that the term of the Award does not exceed ten years from the date the Award is granted and that such Award is not held by an insider), vesting period, and effect of termination of a Grantee’s employment or cessation of the Grantee’s service;

• c. accelerating vesting; or

• d. amendments necessary to comply with applicable law or the requirements of any stock exchange on which the Common Shares are listed.

Notwithstanding the foregoing, the EIAP or any Award may not be amended without shareholder approval to: (a) increase the number of Common Shares reserved for issuance pursuant to Awards in excess of the limit currently prescribed; (b) extend the vesting date of any Awards beyond the latest vesting date specified in the applicable Award agreement (other than as permitted by the terms and conditions of the EIAP); (c) extend the expiry date of any Award granted to an insider (other than as permitted by the terms and conditions of the EIAP); (d) permit a grantee to transfer Awards to a new

beneficial holder other than for estate settlement purposes; (e) reduce the limitations on the number of Awards (or underlying Common Shares) that may be granted to any one individual or to the insiders of the Company or to permit grants of Awards to non-management Directors; and (f) modify or delete any of (a) through (e) above.

8 . 7

Termination and Change of Control Benefits

Employment Agreements

Each NEO (other than the former CFO) has an employment agreement that governs the terms and conditions of the NEO’s employment including base salary and other elements of total compensation.

The NEOs’ employment agreements include noncompetition and non-solicitation provisions (24 months in the case of the CEO, one year in the case of the CFO and 18 months in the case of the other NEOs) as well as intellectual property and nondisclosure covenants.

Termination by the Company for Just Cause: The Company may terminate its employment agreement with any of the NEOs at any time for just cause and is then obligated to pay such Executive’s salary (and accrued and unused vacation and reimbursable expenses) through to the termination date.

Termination by the Company without Just Cause: The Company may also terminate its employment agreement with any of the NEOs at any time for any reason other than just cause and is then obligated to pay to the Executive (a) such Executive’s salary (and accrued and unused vacation and reimbursable expenses) through to the termination date, (b) at the Company’s sole discretion, a pro-rated STIP or bonus payment for services rendered up to and including the termination date, (c) an amount equal to two (2) times the Executive’s annual base salary and bonus in the case of the CEO ; one and one-half (1.5) times the executive’s annual base salary and average bonus for the three prior years in the case of Messrs. Vis and Vis; one (1.0) times the executive’s annual base salary and bonus in the case of Mr. Householder and Mr. Rudyk (0.75 times if Mr. Rudyk’s employment is terminated before September 21, 2021), (d) an amount equal to 10% of the amount payable to the Executive in item (c) in respect of the Executive’s salary for loss of other benefits and perquisites, and (e) in the case of the CEO, (i) if the full term of the performance or restricted awards granted to the executive under the EIAP has expired in the calendar year immediately preceding the calendar year in which the termination date occurs, and (ii) the Company has not on or prior to the termination date granted the Executive performance or

==> picture [41 x 687] intentionally omitted <==

5 8

restricted awards, as applicable, (or other awards under the EIAP) for the next following award term under the EIAP, an amount (the “Incentive Plan Amount”) equal to the fair market value as at the termination date of (A) that number of Common Shares equal to two-thirds (2/3s) of the total number of performance and restricted awards that vested in the Executive under the EIAP in the three calendar years immediately preceding the termination year, less (B) the total number of performance and restricted awards that will vest in the Executive under the EIAP on or following the termination date.

Resignation by the Executive: The Executive may resign from the Executive’s employment on 30 days advance notice and in such event the Company is obligated to pay such Executive’s salary (and accrued and unused vacation and reimbursable expenses) through to the termination date.

successor Directors recommended or appointed by the Board) no longer constituting a majority of the Board; or (vi) any determination by the Board that a change of control has occurred; unless in any case a majority of the Board determines that a change of control was not intended to occur in the circumstances

Death: In the event of the Executive’s death, the Company is obligated to pay the Executive’s salary (and accrued and unused vacation and reimbursable expenses) through to the date of death.

EIAP

Each of the NEOs has been granted Performance Awards and Restricted Awards under the EIAP.

Performance Awards

Resignation by the Executive for Good Reason Following a Change of Control: In the case of the CEO and the CFO, in the event of a change of control (as described below), and within 12 months of the change of control, there is an event or series of events that constitute good reason (as described below), the Executive may, for a period of 60 days following the event or series of events that constitute good reason, elect to terminate the Executive’s employment upon 30 days advance notice. In such event, the Company is obligated to pay to the Executive the amount described above under “Termination by the Company without Just Cause” as would be payable to the Executive if the Executive was terminated by the Company without just cause (adjusted in the case of the CFO to one and one-half (1.5) times his annual base salary and average bonus for the three prior years).

“ good reason ” is generally defined as the occurrence of (i) a material adverse change in the Executive’s position, duties or responsibilities, (ii) the Executive being prevented from carrying out their duties and responsibilities, (iii) a reduction of the Executive’s salary, benefits or any other form of remuneration or any material adverse change in the basis upon which the Executive’s salary, benefits or any form of remuneration payable is determined, or (iv) in the case of the CEO, the change in the location of the head office of the Company more than 200 km from its present location and / or requiring the Executive to change the current arrangement of commuting to the head office from his current residence, unless the head office is relocated to within 200 km from their current residence.

A “ change of control ” is generally defined as (i) a transaction that results in a person or group of persons acting jointly or in concert, owning or controlling, more than 50% of the outstanding Common Shares, (ii) the sale of all or substantially all of the assets of the Company (other than pursuant to an internal reorganization), (iii) in the case of the CEO, incumbent directors (which includes

Unvested Performance Awards granted to an NEO under the EIAP: (a) in the event of termination for cause or resignation without good reason, terminate and are forfeited; (b) in the event of death, termination without cause or resignation for good reason, vest on a proportionate basis based on the portion of the term of the Award elapsed at the date of death, termination or resignation with (i) Awards for any completed performance period(s) vesting based on the adjusted EBITDA and ROIC achievement levels for such period(s), and (ii) any remaining Awards vesting at the “Target” percentage of 100%; and (c) except in the case of the CEO whose Awards fully vest on a change of control at the percentages determined below, in the event of a change of control, (i) may be assumed by the successor entity, and (ii) if not assumed by the successor entity, vest on a proportionate basis based on the portion of the term of the Award elapsed at the date of the change of control, with (A) Awards for any performance period(s) completed prior to the change of control vesting based on the adjusted EBITDA and ROIC achievement levels for such period(s), and (B) any remaining Awards vesting at the greater of (I) the “Target” percentage of 100%, and (II) the applicable percentage(s) for the level of Adjusted EBITDA and ROIC that would be achieved during the uncompleted performance period(s) assuming that the level of adjusted EBITDA and ROIC for the abbreviated performance period(s) was achieved over the remaining term of such performance periods, all as determined by the Committee; provided that any Awards that do not vest in accordance with the foregoing will vest immediately if the NEO is terminated without cause, or voluntarily resigns for good reason in connection with or following the change of control.

Restricted Awards

Unvested Restricted Awards granted to an NEO under the EIAP: (a) in the event of termination for cause or resignation without good reason, terminate and are forfeited; (b) in the

5 9

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

event of death, termination without cause or resignation for good reason, vest on a proportionate basis based on the portion of the term of the Award elapsed at the date of death, termination or resignation; and (c) in the case of the CEO in the event of a change of control, vest on a proportionate basis based on the portion of the term of the Award elapsed at the date of the change of control, provided that any unvested Restricted Awards fully vest if the NEO is terminated without cause or resigns for good reason in connection with the change of control. In the cases of Messrs. Rudyk, Householder, George Vis and Jim Vis, none of their Restricted Awards vest on a change of control.

The following table provides details regarding the estimated incremental payments by the Company to each of the NEOs (other than the former CFO) in the following circumstances: (i) termination without cause, (ii) resignation for good reason, (iii) a change of control, (iv) resignation for good reason following a change of control, and (v) death, in each case assuming a triggering event occurred on December 31, 2020. No incremental payments are due on termination for just cause or resignation without good reason (including retirement).

==> picture [470 x 462] intentionally omitted <==

----- Start of picture text -----

Vesting of
Performance
Triggering Severance and/or Restricted
Event [(1)] Payment [(2)] Awards [(3)] Total
Termination Without Cause $3,360,000 $2,148,100 $5,508,100
Resignation for Good Reason NIL $2,148,100 $2,148,100
TIM CLOSE Change of Control $3,360,000 $2,437,867 $5,797,867
Termination Without Cause or Resignation for
$3,360,000 $2,595,850 $5,955,850
Good Reason Following a Change of Control
Death NIL $2,148,100 $2,148,100
Termination Without Cause $950,000 $71,889 $1,021,889
Resignation for Good Reason NIL $71,889 $71,889
JIM RUDYK Change of Control $1,425,000 $71,889 $1,496,889
Termination Without Cause or Resignation for
$1,425,000 $166,057 $1,591,057
Good Reason Following a Change of Control
Death NIL $71,889 $71,889
Termination Without Cause $689,330 $739,491 $1,428,821
Resignation for Good Reason NIL $739,491 $739,491
PAUL Change of Control NIL $966,047 $1,655,377
HOUSEHOLDER
Termination Without Cause or Resignation for
$689,330 $739,491 $739,491
Good Reason Following a Change of Control
Death NIL $739,491 $739,491
Termination Without Cause $1,054,500 $512,188 $1,566,688
Resignation for Good Reason NIL $512,188 $512,188
JIM VIS Change of Control NIL $117,371 $117,371
Termination Without Cause or Resignation for
$1,054,500 $588,519 $1,643,019
Good Reason Following a Change of Control
Death NIL $512,188 $512,188
Termination Without Cause $1,054,500 $512,188 $1,566,688
Resignation for Good Reason NIL $512,188 $512,188
GEORGE VIS Change of Control NIL $117,371 $117,371
Termination Without Cause or Resignation for
$1,054,500 $588,519 $1,643,019
Good Reason Following a Change of Control
Death NIL $512,188 $512,188
----- End of picture text -----

==> picture [41 x 687] intentionally omitted <==

6 0

==> picture [513 x 749] intentionally omitted <==

6 1 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [294 x 749] intentionally omitted <==

1. “Good Reason” does not include voluntary retirement.

2. See “Termination By the Company Without Just Cause” for a description of how “Severance Payment” is calculated.

3. Based on the closing price of the Common Shares on the TSX on December 31, 2020, of $29.81, and includes an amount equivalent to the dividends that would have been paid on the Common Shares underlying the NEO’s Performance Awards and Restricted Awards.

6 2

==> picture [141 x 792] intentionally omitted <==

CORPORATE GOVERNANCE PRACTICES

The Board is responsible for managing or supervising the management of the business and affairs of the Company in accordance with the requirements of the Canada Business Corporations Act .

9.1

Board of Directors

A.

Disclose the identity of Directors who are independent.

Anne De Greef-Safft, Janet Giesselman, Bill Lambert, Bill Maslechko, Mac Moore, Claudia Roessler and David White are independent.

With respect to Mr. Maslechko, although the law firm of which he is a partner provides certain legal services to the Company from time to time, the Corporate Governance Committee and Board have determined that he is independent after considering such matters as: the magnitude of his personal holdings of Common Shares and DSUs; the annual billings of his law firm to us; that he has no involvement in the choice of firms to provide legal services to the Company, that decision resting with the Company’s senior management including the CEO and the Senior Vice President Legal and General Counsel; that the Company regularly uses numerous other law firms depending on the nature and jurisdiction of the legal services required; the annual billings of his law firm to us relative to the total annual billings of all firms that we use; and his tenure on the Board and his demonstrated independence from management at, among other things, Board and committee meetings over that period.

B.

Disclose the identity of Directors who are not independent, and describe the basis for that determination.

Tim Close is not independent because he is the President and Chief Executive Officer of the Company.

6 3

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [360 x 792] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

6 4

C.

Disclose whether or not a majority of Directors are independent. If a majority of Directors are not independent, describe what the Board of Directors (the Board) does to facilitate its exercise of independent judgement in carrying out its responsibilities.

The majority of Directors (7 of 8) are independent.

The Chair of the Board is Bill Lambert, an independent Director. See Item 9.3(A) below.

G.

Disclose the attendance record of each Director for all Board meetings held since the beginning of the issuer’s most recently completed financial year.

See “About the Nominated Directors” (Item 5).

D.

If a Director is presently a Director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the Director and the other issuer.

ANNE DE GREEF-SAFFT[(3)] Benchmark Electronics, Inc.

JANET GIESSELMAN[(4)]

GCP Applied Technologies, Inc.[|] Corteva Inc. | Twin Disc, Inc. | Avicanna Inc.

BILL MASLECHKO Rogers Sugar Inc.

MAC MOORE FreightCar America, Inc.

DAVID WHITE Avicanna Inc.[|] Art’s Way Manufacturing Company, Inc.

E.

Disclose whether or not the independent Directors hold regularly scheduled meetings at which members of management are not in attendance. If the independent Directors hold such meetings, disclose the number of meetings held during the preceding 12 months. If the independent Directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent Directors.

In 2020, the independent Directors met without management at the end of all regularly scheduled board meetings – 25 times in total.

F.

Disclose whether or not the Chair of the Board is an independent Director. If the Board has a Chair or lead Director who is an independent Director, disclose the identity of the independent Chair or lead Director, and describe his or her role and responsibilities. If the Board has neither a Chair that is independent nor a lead Director that is independent, describe what the Board does to provide leadership for its independent Directors.

9. 2

Board Mandate - Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.

The terms of reference for the Board are attached as “Schedule A” to this Circular (Item 11).

2020 Board Activities Highlights

The Board met formally 25 times in 2020 to fulfill the responsibilities set out in its mandate. Among other things, the Board:

• regularly discussed strategic initiatives and the risks and challenges facing the Company with the CEO and other members of senior management including acquisitions and other growth opportunities, technology opportunities, organizational change and the impact of the economic environment;

• reviewed the three-year business plan and reviewed and approved the annual budget;

• reviewed and approved the dividend declaration proposals;

• reviewed and approved the interim condensed consolidated financial statements and associated management’s discussion and analysis, the audited annual consolidated financial statements and the associated management’s discussion and analysis, the annual report, the annual information form, and the earnings and declaration of dividends press releases;

• approved the appointment and compensation of the independent auditor;

• assessed the CEO’s performance by comparing financial results against annual objectives and key performance indicators and approved the objectives for the following year;

6 5

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

• received the CEO’s report on the performance of the other members of senior management and approved their compensation;

• approved changes to the Performance Awards granted in 2020 including the associated performance targets;

• assessed and approved the achievement of performance targets for 2020 under the Performance Awards;

• received and reviewed regular reports from the Audit, HRC, CGC, EHS&S and former Strategic Initiatives Committees;

• received and reviewed regular reports from the CEO and other members of senior management including with respect to operations, strategy, business development, marketing, human resources, capital allocation, investor relations and the Company’s response to the COVID-19 pandemic;

• reviewed the succession plans for the CEO and other members of senior management;

• reviewed and approved the appointments of new members of senior management including the CFO;

• reviewed and approved the Management Proxy Circular and the proxy form for the annual meeting of Shareholders;

• established the Ad Hoc Strategic Initiatives Committee of the Board and approved its terms of reference and calendar of activities; and

• reviewed and approved governance policies including its terms of reference and annual calendar of activities.

9. 3

Position Descriptions

A.

Disclose whether or not the Board has developed written position descriptions for the Chair and the Chair of each Board Committee. If the Board has not developed written position descriptions for the Chair and / or the chair of each Board Committee, briefly describe how the Board delineates the role and responsibilities of each such position.

Written position descriptions have been developed for the Chair and the Chair of each Board Committee.

The Chair of the Board is accountable to the Board and has the duties of a member of the Board as set out in applicable law and in the Company’s by-laws. The Chair is responsible for the management, development and effective performance of the

Board and leads the Board to ensure that it fulfills its duties as required by law and as set out in the terms of reference for the Board.

The Committee Chairs are responsible to lead and oversee the applicable Committee to ensure it fulfills its mandate as set out in its terms of reference.

B.

Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.

The Board and the CEO have developed a written position description for the CEO. The primary responsibility of the CEO is to lead the Company in meeting its short-term operational and long-term strategic goals. While the Board is responsible for supervising the management of the business and affairs of the Company, the CEO is responsible for the executive leadership and operational management of the Company.

9. 4

Orientation and Continuing Education

A.

Briefly describe what measures the Board takes to orient new Directors regarding:

• i. the role of the Board, its Committees and its Directors, and

The Board Chair, other Committee Chairs, the CEO and other officers, as required, meet with each new Director to provide orientation with respect to the structure of the Board, its Committees and its Directors.

• ii. the nature and operation of the issuer’s business.

The Board Chair and the CEO meet with each new Director to provide orientation with respect to the operation of the Company. New Directors are also offered the opportunity to attend at Company offices and facilities and meet with other members of senior management to further familiarize themselves with the Company’s operations.

==> picture [41 x 687] intentionally omitted <==

6 6

B.

Briefly describe what measures, if any, the Board takes to provide continuing education for its Directors. If the Board does not provide continuing education, describe how the board ensures that its Directors maintain the skill and knowledge necessary for them to meet their obligations as Directors.

The senior management team makes regular presentations to the Board on matters with significant impact on the Company’s business and on relevant legal developments as they arise. Board meetings are periodically held at Company manufacturing or other facilities to provide the Directors the opportunity to see the Company’s operations.

Board members are encouraged to attend and participate in agricultural trade shows. In 2020 Ms. Roessler attended 13 such events, including as keynote speaker or panelist.

In addition, prior to each regularly scheduled meeting, the Board meets informally to discuss current events and issues facing the Company. All Directors are invited to and generally do attend meetings of each Board Committee on which they are not a member to further deepen their knowledge and understanding of the issues facing the Company. Directors have access to reference documents outlining their duties and responsibilities.

The Company encourages directors to participate in professional development programs offered by various organizations including the Institute of Corporate Directors of which a number of Directors are members. Board members are free to participate in the activities of their choice. The Chair of the Board may authorize the reimbursement of expenses incurred for such programs.

To help Directors stay current with recent developments in the areas of audit, human resources, governance, and environment, health, safety and sustainability they always have access to documentation submitted to Board Committees on which they are not members. In addition, the Corporate Secretary from time to time provides Directors with various articles and publications relevant to the performance of their duties.

Directors regularly attend information and training sessions offered by the Company’s auditors with respect to audit committee and corporate governance issues.

9. 5

Ethical Business Conduct

A.

Disclose whether or not the Board has adopted a written code for its Directors, Officers and employees.

The Board has adopted a written code for its Directors, Officers, and employees.

If the Board has adopted a written code:

• i. disclose how an interested party may obtain a copy of the written code;

A copy of the written code has been filed on www.sedar. com and is available on the Company’s website at www. aggrowth.com.

• ii. describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board ensures compliance with its code;

The Code of Business Ethics is reviewed annually by the Corporate Governance Committee. The Code is disseminated to all employees and certain employees are required to certify that they have read and understand the Code. In addition, the Company has advised employees that violations of the Code can be reported to the Chair of the Audit Committee and has provided contact information for the Chair. Any violations would be communicated to the Audit Committee.

• iii. provide a cross-reference to any material change report(s) filed within the preceding 12 months that pertains to any conduct of a Director or Executive Officer that constitutes a departure from the code.

• Not applicable.

B.

Describe any steps the board takes to ensure Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or Executive Officer has a material interest.

Directors are required to disclose any actual or potential conflicts of interest. Directors that have an interest in a matter coming before the Board declare that interest and abstain from voting on the matter. In addition, the Directors are able to request in-camera sessions to discuss such matters without the presence of the interested Director or Executive Officer and, if necessary, the Board is able to convene a special committee composed of disinterested Directors to consider

6 7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

the applicable issue. The Board is also able to engage outside advisors at the Company’s expense to assist Directors in discharging their responsibility to exercise independent judgment.

C.

Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.

The Board has approved the Code of Business Ethics, a Whistleblower Policy, a Disclosure Policy and an Insider Trading Policy. These policies have been disseminated throughout the organization and certain employees are required to certify their receipt and understanding of the Code of Business Ethics and the Insider Trading Policy. Management clearly demonstrates ethical behavior and sets the tone from the top for a culture of ethical business conduct.

9. 6

Nomination of Directors

A.

Describe the process by which the Board identifies new candidates for Board nomination.

The Board, on the recommendation of the Corporate Governance Committee, considers the skills and attributes that would be required of a new Director. Current Directors and senior management are requested to advise both the Chair of the Board and of the Corporate Governance Committee of potential candidates and the Corporate Governance Committee also retains the services of external “search” firms to provide professional assistance in identifying suitable candidates. Once candidates are identified, the Chair of the Board and of the Corporate Governance Committee, alone or with other Directors, interviews the individuals and the Corporate Governance Committee is provided with the results of the interviews. The Corporate Governance Committee considers the reports together with the resumes of the candidates and the requirements of the Board and makes a recommendation on a candidate to the Board for its approval.

B.

Disclose whether or not the Board has a Nominating Committee composed entirely of independent Directors. If the Board does not have a Nominating Committee composed entirely of independent Directors, describe what steps the Board takes to encourage an objective nomination process.

The Board has a Nominating Committee, being the Corporate Governance Committee (“ CGC ”), which is comprised entirely

of independent Directors: Mr. Moore (Chair), Ms. Giesselman and Mr. White.

C.

If the Board has a Nominating Committee, describe the responsibilities, powers and operation of the Nominating Committee.

The Corporate Governance Committee shall:

• identify and review with the Board the appropriate skills and characteristics required of Board members, taking into consideration the Board’s short-term needs and long-term succession plans;

• develop and update a long-term plan for the Board’s composition that takes into consideration the characteristics of independence, age, skills, experience, diversity and availability of service of its members, as well as the opportunities, risks, and strategic direction of the Company;

• in consultation with the Board Chair, identify and recommend to the Board nominees for election or reelection to the Board or for appointment to fill any vacancy that is anticipated or has arisen on the Board;

• identify and recommend to the Board individual Directors to serve as members and Chairs of Board Committees;

• review, monitor and make recommendations regarding the initial orientation and education of new Board members, and the ongoing education of Directors;

• upon a significant change in a Board member’s principal occupation or upon a member assuming any significant outside commitments, review the continued Board membership of such individual; and

• establish criteria for, and implement, an evaluation process for the Board, the Board Chair, each Committee of the Board, and individual Directors in order to assess the effectiveness of the Board as a whole, the Board Chair, each committee of the Board, and the contribution of individual Directors.

2020 Corporate Governance Committee Activities Highlights

The Corporate Governance Committee met formally three times in 2020 to fulfill the responsibilities set out in its mandate. Among other things, the Corporate Governance Committee:

• conducted the annual formal evaluation of the effectiveness of the Board, the Board Chair, the Committee Chairs, each Board Committee and individual Directors;

==> picture [41 x 687] intentionally omitted <==

6 8

==> picture [276 x 749] intentionally omitted <==

==> picture [72 x 749] intentionally omitted <==

6 9 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [517 x 749] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

7 0

• conducted an annual review of the methods and processes by which the Board fulfills its duties and responsibilities including the number and content of meetings, resources available to the Board, Director orientation and education, and communication between the Board and management;

• verified the independence of the Directors and reviewed and approved outside board memberships;

ensure that the compensation is appropriate and adequately reflects their responsibilities. In doing so, among other things, the HRC Committee utilizes external benchmarking of comparative companies and industry participants prepared with the assistance of its external advisor, Hugessen Consulting.

B.

• recommended to the Board the proposed Director nominees to the Board;

• reviewed and recommended to the Board the appointment of the Board Chair, the composition of the Board Committees, and the appointment of committee members and their Chairs;

• reviewed changes to regulatory requirements and governance practices and recommended to the Board changes to the Company’s governance practices;

• reviewed and approved various proposals regarding the functioning of the Board and its committees with a view to improving their effectiveness;

• reviewed the composition of the Board, Board diversity, the skills and experience of the Board including the Board skills matrix, and assessed potential director nominees;

• reviewed and recommended that the Board approve the Management Proxy Circular for the annual meeting of Shareholders;

• reviewed and recommended to the Board for approval the terms of reference and calendar of activities for the Ad Hoc Strategic Initiatives Committee;

Disclose whether or not the Board has a Compensation Committee composed entirely of independent Directors. If the Board does not have a Compensation Committee composed entirely of independent Directors, describe what steps the Board takes to ensure an objective process for determining such compensation.

The Board has a Compensation Committee, the HRC Committee, composed entirely of independent Directors: Ms. Giesselman (Chair), Ms. De Greef-Safft, and Messrs. Moore and White.

C.

If the Board has a Compensation Committee, describe the responsibilities, powers and operation of the Compensation Committee.

Director Compensation

The HRC Committee reviews and makes recommendations to the Board with respect to the compensation of the Company’s Directors to ensure that the compensation is appropriate and adequately reflects their responsibilities.

Compensation Guidelines and Agreements

• reviewed key Company policies; and

• reviewed the terms of reference and calendar of activities of all Board Committees and the terms of reference of the Board Chair, Committee Chairs and Directors.

9. 7

Compensation

A.

Describe the process by which the Board determines the compensation for your Company’s Directors and Officers.

Compensation for Directors and Officers is mandated to the Compensation and Human Resources Committee (the “HRC Committee”). The HRC Committee reviews and makes recommendations to the Board with respect to the compensation of the Company’s Directors and Officers to

The HRC Committee reviews and recommends to the Board a comprehensive statement of compensation philosophy, strategy, and principles for the Company’s senior management and administers the executive compensation and benefits program in accordance with the statement approved by the Board. The statement takes into account all applicable laws, rules and guidelines regarding executive compensation and accountability. The HRC Committee is also responsible for reviewing and recommending to the Board certain matters relating to all employees, including annual salary and incentive policies and programs, and material new benefit programs, or material changes to existing benefit programs.

Chief Executive Officer Evaluation and Compensation

The HRC Committee reviews and approves the use of corporate goals and objectives relevant to the total compensation package of the Chief Executive Officer, recommends a performance evaluation process for the

7 1

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of these goals and objectives and using this process, and determines and approves, and recommends to the Board for approval, the Chief Executive Officer’s compensation level based on this evaluation.

In determining the long-term incentive component of the compensation of the Chief Executive Officer, the HRC Committee considers such factors as it determines appropriate in the circumstances.

Other Executive Compensation and Oversight

In consultation with the Chief Executive Officer, the HRC Committee oversees the evaluation of the Company’s senior management (including Executive Officers) other than the Chief Executive Officer and makes recommendations to the Board with respect to the total compensation package for the senior management other than the Chief Executive Officer.

Equity Compensation Review

The HRC Committee reviews periodically, and makes recommendations to the Board regarding, incentive compensation or equity plans, programs or similar arrangements that the Company establishes for, or makes available to its employees and consultants, including the designation of the employees and consultants who may participate, the share availability and the administration of share purchases.

In addition, the HRC Committee reviews periodically the extent to which these forms of compensation are meeting their intended objectives, and makes recommendations to the Board regarding modifications that will more accurately relate such compensation to employee performance.

Management Resources and Plans for Executive Development

The HRC Committee reviews existing management resources and plans, including recruitment, training and evaluations, to ensure that qualified personnel will be available for succession to senior management positions at the Company. The HRC Committee also periodically discusses with the Chief Executive Officer his or her views as to a successor for the position of Chief Executive Officer. The HRC Committee reports on this matter to the Board at least once a year.

In 2020, the HRC Committee reviewed the succession plans for the President and Chief Executive Officer and the other Executive Officers, and was actively involved in and reviewed and approved the recruitment and appointments of new Executive Officers.

Retirement Matters

The HRC Committee: reviews and recommends for approval by the Board any material changes in the Company’s retirement plans; where appropriate, gives direction concerning retirement program matters to the management committee that supervises the Company’s retirement programs; and where appropriate, receives reports from management on any retirement program matters that may be of concern to the Board and report to the Board on such matters.

Pension Plans

The HRC Committee: receives periodic reports from management on compliance with applicable pension legislation; reviews and evaluates recommendations from management on the appointment and termination of service providers respecting the pension plans; and approves material changes to the pension plans.

HRC Committee Report

The HRC Committee reviews and approves the Statement of Executive Compensation (including the Compensation Discussion and Analysis) required to be included in the Company’s Management Information Circular for its Annual General Meeting of shareholders by applicable securities laws, rules and regulations.

2020 HRC Committee Activities Highlights

The HRC Committee met formally eight times in 2020 to fulfill the responsibilities set out in its mandate. Among other things, the HRC Committee:

• reviewed and recommended for Board approval the target total direct compensation of the CEO, CFO and other NEOs and key employees including base salary and benefits, STIP base salary percentage levels and financial and individual objectives, and Restricted and Performance Award grants;

• reviewed and recommended for Board approval changes to the Performance Awards granted in 2020 including the associated performance targets;

• developed and recommended for Board approval the annual performance objectives for the CEO;

• assessed the CEO’s performance based on annual financial results and strategic objectives and reviewed the CEO’s assessment of the performance of the CFO and other NEOs and key employees;

• assessed and recommended to the Board for approval the achievement of financial and individual objectives under

==> picture [41 x 687] intentionally omitted <==

7 2

the STIP of the CEO, the CFO and other NEOs and key employees;

• assessed and recommended to the Board for approval the achievement of performance targets in 2020 under the Performance Awards;

• reviewed the succession plans for the CEO, CFO and other key employees and reviewed senior personnel reorganization, recruitment and human resources organizational initiatives undertaken by senior management;

• reviewed and approved the recruitment and appointment of new Executive Officers including the CFO;

• reviewed, with the assistance of an external consulting firm, the Company’s executive compensation peer group approach;

• reviewed, with the assistance of an external consulting firm, the Company’s non-management Director compensation program;

• reviewed a report on the Company’s pension and retirement plans;

• reviewed and approved its terms of reference and annual calendar of activities; and

• reviewed and approved the Compensation Discussion & Analysis and Executive Officer compensation disclosure in the Management Proxy Circular.

D.

If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s Directors and Officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.

See “Compensation Discussion & Analysis – Independent Compensation Consultant – Executive Compensation - Related and Other Fees” (Item 7.3).

9. 8

Other Board Committees

If the Board has standing Committees other than the Audit, Compensation and Nominating Committees, identify the Committees and describe their function.

Environmental, Health, Safety and Sustainability Committee

The Board has an Environmental, Health, Safety and Sustainability Committee comprised of Ms. De Greef-Safft (Chair) and Mr. Moore and Ms. Roessler.

The mandate of the Environmental, Health, Safety and Sustainability Committee is to:

• periodically review and recommend to the Board for approval significant policies, programs, systems and procedures with respect to environmental, health and safety matters affecting the Company; oversee the implementation of, and, as appropriate, recommend to the Board changes to, such policies, programs, systems and procedures; and monitor the Company’s compliance with such policies, programs, systems and procedures;

• receive and review regular environmental, health and safety performance summaries prepared by management including with respect to significant incidents and/or compliance issues, and any other outstanding performance issues;

• review actions taken by the Company with respect to significant environmental, health and safety incidents and/or compliance matters and any performance issues;

• review the sufficiency of resources available for carrying out the actions and activities recommended by the Committee with respect to environmental, health and safety matters;

• review the status of any remediation projects and any significant legal and regulatory developments respecting environmental, health and safety matters which may have a significant impact on the Company’s operations;

• review the risks related to environmental, health and safety matters;

• review the annual or longer term objectives and strategy to improve environmental, health and safety matters;

• review periodically with management the environmental, health and safety emergency response planning processes;

• in the event of the occurrence of a material environmental, health or safety incident, which occurrence is required to be reported to regulatory authorities, receive and review as soon as reasonably practicable, a report from management detailing the nature of the incident and describing the remedial action being taken;

• receive and review, from time to time, reports from the Company’s senior legal officer on any material civil or criminal proceedings involving the Company which relate to environmental, health and safety matters;

7 3

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

• oversee the Company’s policies relating to sustainability and the Company’s progress toward achieving its sustainability goals; and

• report to the Board on environmental, health and safety and sustainability policies and significant activities of the Company relating to environmental, health and safety and sustainability matters, and on the state of compliance by the Company with applicable law and adherence to the relevant policies of the Company.

2020 Environmental, Health, Safety and Sustainability Committee Activities Highlights

The Environmental, Health, Safety and Sustainability Committee met formally three times in 2020 to fulfill the responsibilities set out in its mandate. Among other things, the Environmental, Health, Safety and Sustainability Committee:

• developed its priorities for 2020 including overseeing management’s response to the COVID-19 pandemic;

• reviewed the Company’s Environmental, Health, Safety, and Sustainability programs;

• reviewed the Company’s Environmental, Health, Safety, and Sustainability key performance indicators;

• with the assistance of an external consultant, oversaw the conduct of a stakeholder ESG survey and peer benchmarking analysis to assist the Company in further developing its Environmental, Health, Safety, and Sustainability initiatives;

• oversaw management’s ongoing development of the Company’s ESG strategy including the preparation of the Company’s initial ESG report;

• reviewed management’s quarterly reports on key performance indicators, significant incidents and related matters and management’s ongoing response to the COVID-19 pandemic;

• received and reviewed reports from management on safety priorities and plans; and

• reviewed and approved its terms of reference and annual calendar of activities.

Ad Hoc Strategic Initiatives Committee

The Board established an ad hoc Strategic Initiatives Committee comprised of Ms. De Greef-Safft (Chair) and Messrs. Moore and White in 2020. In March 2021, the Strategic Initiatives Committee determined that in light of,

among other things, the progress being made by management on current strategic initiatives it would be appropriate that responsibility for oversight of such initiatives be returned to the Board and recommended that the Strategic Initiatives Committee be terminated. On the recommendation of the Strategic Initiatives Committee, the Board terminated the Strategic Initiatives Committee in March 2021.

The mandate of the Strategic Initiatives Committee is to:

• assist the Board in fulfilling its oversight responsibilities relating to certain significant operational strategic initiatives that may be undertaken by the Company from time to time including: facilitating communication between the Board and management regarding such strategic initiatives; and receiving information from management and offering advice and counsel to management in the development and implementation of such strategic initiatives.;

• receive and review reports from management, as and when appropriate, on the development and implementation of the strategic initiative, resultant performance metrics, required investments, and external trends that may affect the strategic initiative;

• seek to ensure that the strategic initiative, its investments and outcomes support the mission, values, culture, and strategic goals of the Company and its stakeholders;

• review and monitor the impacts of the strategic initiative on matters of operational significance to the Company such as product reliability, quality of service, customer care and customer satisfaction, public perception and reputation;

• review the major risk exposures of the Company relating to the strategic initiative and the steps management is taking to monitor and control such exposures;

• provide such advice and counsel to management as the Committee determines appropriate, and engage with members of management to collect information, provide feedback, and support initiatives;

• have such other authority, duties or responsibilities as may be delegated to the Committee by the Board;

• report on its activities, and, as appropriate, make recommendations to the Board; and

• recommend dissolution of the Committee when determined appropriate.

2020 Strategic Initiatives Committee Activities Highlights

The Strategic Initiatives Committee met formally four times in 2020 to fulfill the responsibilities set out in its mandate. Among other things, the Strategic Initiatives Committee:

==> picture [41 x 687] intentionally omitted <==

74

==> picture [457 x 749] intentionally omitted <==

7 5 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

7 6

• developed its priorities for 2020;

• received reports from management with respect to ongoing operational strategic initiatives and reported to the Board thereon; and

• reviewed and approved its terms of reference and annual calendar of activities.

Audit Committee

The Audit Committee is comprised of Mr. White (Chair), Ms. Giesselman, Mr. Lambert and Mr. Moore. See “Audit Committee” in the Company’s annual information form for the year ended December 31, 2020 for additional information regarding the Audit Committee, including the disclosure mandated by National Instrument 52-110 – Audit Committees and Form 52-110F1 – Audit Committee Information Required in an AIF, and for a copy of the Audit Committee’s terms of reference.

2020 Audit Committee Activities Highlights

The Audit Committee met formally five times in 2020 to fulfill the responsibilities set out in its mandate. Among other things, the Audit Committee:

• reviewed and recommended that the Board approve the interim condensed consolidated financial statements and associated management’s discussion and analysis, the audited annual consolidated financial statements and the associated management’s discussion and analysis, the annual report, the annual information form, and the earnings and declaration of dividends press releases;

received and reviewed quarterly reports on the internal audit;

• reviewed regular reports on internal controls over financial reporting;

• reviewed and updated audit policies, as appropriate;

• in conjunction with the HRC Committee, assessed the performance of the CFO and other senior finance personnel and reviewed the succession plan of the CFO and other senior finance personnel;

• reviewed quarterly reports on reserves, loan covenant compliance, related party transactions, capital expenditures, professional fees, and litigation involving the Company and its subsidiaries and received quarterly confirmation of compliance with statutory remittances and compliance with laws and regulations;

• received and reviewed quarterly reports on financial risks and risk management plans including hedging programs and policies;

• received and reviewed reports on the adequacy of the Company’s insurance programs;

• in conjunction with the HRC Committee assisted in recruitment and appointment of the CFO; and

• reviewed and approved its terms of reference and annual calendar of activities.

9. 9

Assessments

• reviewed the proposals to declare dividends and made recommendations to the Board;

• reviewed the independent auditor’s conclusions on the annual consolidated financial statements and discussed the annual and interim condensed consolidated financial statements with the independent auditor;

• recommended the appointment and compensation of the independent auditor;

• reviewed and approved the independent audit plan;

• carried out the annual assessment of the effectiveness of the independent auditor, verified its independence, and recommended to the Board that its services as independent auditor be proposed;

• monitored the services provided by the independent auditor and the pre-approval of certain mandates;

• reviewed and approved the annual internal audit plan and

Disclose whether or not the Board, its Committees and individual Directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that it, its committees, and individual Directors are performing effectively.

The Board is regularly assessed with respect to its effectiveness and contribution. Directors receive a questionnaire on a periodic basis and upon completion return the questionnaire to independent counsel who compiles the results and reviews them with the Chair of the Corporate Governance Committee. The Corporate Governance Committee considers the results of the assessment and a report is made to the Board.

See Item 9.6 for the additional detail on the most recent annual assessment conducted by the Corporate Governance Committee.

7 7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

9.1 0

Director Term Limits and Other Mechanisms of Board Renewal

Disclose whether or not the issuer has adopted term limits for the Directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of Board renewal. If the issuer has not adopted director term limits or other mechanisms of Board renewal, disclose why it has not done so.

The Company has a retirement policy for Directors pursuant to which Directors must retire by age 70, except where otherwise agreed by the Board, but does not otherwise impose term limits on Directors. The Corporate Governance Committee and the Board are of the view that term limits are an arbitrary mechanism that may force valued Directors, who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole, off of the Board solely because of length of service, thus depriving the Company of their knowledge, skills, qualifications and contributions.

As an alternative to Director term limits and to foster Board renewal, the Corporate Governance Committee annually assesses the effectiveness of the Board, its Committees and individual Directors in determining whether to recommend Directors for re-election. In these reviews, consideration is given to each Director’s level of engagement and participation in Board activities and his or her ability to continue to make a meaningful contribution to the Board. The Corporate Governance Committee and the Board believe this flexible approach allows the Board to consider each Director individually as well as the Board composition generally to determine if the appropriate balance is being achieved. See Item 9.9 above, “Assessments”, for more information on the annual assessment process.

The Board most recently added Ms. Roessler in March 2020 and Ms. De Greef-Safft in December 2018 as Directors, in each case following a comprehensive search for candidates conducted by the Corporate Governance Committee with the assistance of an external search firm. Mr. Close was added as a Director in March 2016 in conjunction with his appointment as CEO of the Company and the Board also added two new Directors in 2013 following a comprehensive search for candidates conducted by the Corporate Governance Committee with the assistance of an external search firm. Mr. Gary Anderson, who had served on the Board since 2006, retired from the Board in 2020.

9.11

Policies Regarding the Representation of Women on the Board of Directors

A.

Disclose whether the issuer has adopted a written policy relating to the identification and nomination of Women Directors. If the issuer has not adopted such a policy, disclose why it has not done so.

Yes, the Company has adopted a written policy relating to the identification and nomination of women Directors.

B.

If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its objectives and key provisions, (ii) the measures taken to ensure that the policy has been effectively implemented, (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and (iv) whether and, if so, how the Board or its nominating committee measures the effectiveness of the policy.

In furtherance of Board diversity, AGI aspires to maintain a Board composition in which at least 25% of the Directors are women. Currently, three of the Company’s eight Directors (37.5%) are women.

AGI annually assesses the expertise, experience, skills and backgrounds of its Directors in light of the needs of the Board, including the extent to which the composition of the Board reflects a diverse mix of knowledge, experience, skills and backgrounds, including an appropriate number of women directors.

Any search firm engaged to assist the Board or a committee of the Board in identifying candidates for appointment to the Board will be directed to include diverse candidates generally, and multiple women candidates in particular.

Annually, the Board or the Corporate Governance Committee will review the Board diversity policy and assess its effectiveness in promoting a diverse Board, which includes an appropriate number of women directors.

==> picture [41 x 687] intentionally omitted <==

7 8

9.1 2

Consideration of the Representation of Women in the Director Identification and Selection Process

Disclose whether and, if so, how the Board or nominating Committee considers the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board. If the issuer does not consider the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board, disclose the issuer’s reasons for not doing so.

The Corporate Governance Committee considers, among other things, the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board. The Corporate Governance Committee believes that having a diverse Board, including gender diversity, enhances Board effectiveness, and as such diversity is among many factors that the Governance Committee considers when evaluating the composition of the Board.

Three of the Company’s eight Directors (37.5%) are women.

See Item 9.11 above, “Policies Regarding the Representation of Women on the Board of Directors”.

9.1 3

Consideration Given to the Representation of Women in Executive Officer Appointments

Disclose whether and, if so, how the issuer considers the level of representation of women in Executive Officer Positions when making Executive Officer appointments. If the issuer does not consider the level of representation of women in Executive Officer positions when making Executive Officer appointments, disclose the issuer’s reasons for not doing so.

The Company considers, among other things, the level of representation of women in Executive Officer positions when making executive officer appointments. The Company believes that having diversity in its Executive Officers, including gender diversity, enhances management effectiveness, and as such diversity is among many factors that the Company considers when evaluating the composition of its Executive Officers. As reflected in Company policies, the Company is committed to a workplace environment where employees are treated with dignity, fairness and respect, that provides equal employment

opportunities and is free of discriminatory practices and harassment including on the basis of gender, race, national or ethnic origin, colour, religion, age, sexual orientation, marital status, family status, disability, political beliefs or a conviction for which a pardon has been granted.

9.1 4

Issuer’s Targets Regarding the Representation of Women on the Board of Directors and in Executive Officer Positions

A.

For purposes of this Item, a “ target” means a number or percentage, or a range of numbers or percentages, adopted by the issuer of women on the issuer’s Board or in Executive Officer positions of the issuer by a specific date.

B.

Disclose whether the issuer has adopted a target regarding women on the issuer’s Board. If the issuer has not adopted a target, disclose why it has not done so.

The Company has adopted a target of women on the Board representing a minimum of 25% of the Directors.

C.

Disclose whether the issuer has adopted a target regarding women in Executive Officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so.

The Company has not adopted a target regarding women in Executive Officer positions of the Company. The Company considers diversity, including gender diversity, when making Executive Officer appointments as described in section 9.13 above.

D.

If the issuer has adopted a target referred to in either (b) or (c), disclose: (i) the target, and (ii) the annual and cumulative progress of the issuer in achieving the target.

The Company has achieved its target of women on the Board representing 25% of the Directors. Currently, three of the Company’s eight Directors (37.5%) are women.

7 9

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

9.1 5

Number of Women on the Board of Directors and in Executive Officer Positions

A.

Disclose the number and proportion (in percentage terms) of Directors on the issuer’s board who are women.

Three of the Company’s eight Directors (37.5%) are women.

B.

Disclose the number and proportion (in percentage terms) of Executive Officers of the issuer, including all major subsidiaries of the issuer, who are women.

None.

Additional Diversity Matters – Designated Groups

A requirement to disclose diversity with respect to “designated groups” was recently implemented under the Canada Business Corporations Act. As defined, “designated groups” includes women, Aboriginal peoples, persons with disabilities and members of visible minorities. Although no policy or target on the representation of designated groups on the Board or among Executive Officers has been established to date, except in the case of women (See “Policies Regarding the Representation of Women on the Board of Directors” (Item 9.11)), as noted above, the Company believes that having diversity in its Board and Executive Officers enhances Board and management effectiveness, and as such diversity is among many factors considered when evaluating the composition of the Board and the Company’s Executive Officers. As the Company continues to evolve its approach to diversity, the Corporate Governance Committee will consider whether policies or aspirational targets should be implemented for the other designated groups.

With respect to the designated groups, three of the eight Director are women (37.5%). Each Board Committee has at least one female member and the Chairs of each of the Compensation and Human Resources Committee, the Environmental, Health, Safety and Sustainability Committee and the former Ad Hoc Strategic Initiatives Committee are female. No member of the Board has self-identified as an Indigenous person, a person with a disability or a member of a visible minority.

9.1 6 Additional Governance Matters

Communications with Shareholders and Stakeholders.

The Board believes in the importance of giving Shareholders opportunities to comment on Company-related matters and has implemented measures designed to gather comments, understand concerns expressed, and respond as required.

The Company responds to questions from Shareholders, investors, financial analysts and the media through its senior management and its registrar and transfer agent.

In 2020, members of the Company’s management team, in particular the CEO and CFO, met on numerous occasions with representatives of institutional investors.

The activities through which the Company interacts with Shareholders and other stakeholders include:

• presentations by senior management to institutional investors throughout the year at which the Company provides publicly available information about its activities, operations, and initiatives;

• investment dealer-sponsored conferences at which senior management makes presentations to and meets with institutional investors and analysts providing publicly available information about the Company and its operations;

• quarterly conference calls by senior management attended by investors and analysts in which the Company presents and comments on its most recent published operating and financial results;

• press releases issued to the media and authorized by the Board and senior management throughout the year to report any major change involving the Company; and

• meetings, calls and discussions between senior management and brokers, institutional and retail investors, and analysts in which the Company provides publicly available information about its financial results and operations.

Anyone wishing to contact the Board, a Board Committee, the Chair of the Board, a Chair of a Board Committee, or a Director, including an independent Director, may do so by email to AGIBoard@aggrowth.com or by mail c/o Corporate Secretary, Ag Growth International Inc., 198 Commerce Drive, Winnipeg, MB R3P 0Z6.

==> picture [41 x 687] intentionally omitted <==

8 0

ADDITIONAL INFORMATION

==> picture [277 x 295] intentionally omitted <==

1 0.1

Indebtedness of Directors and Executive Officers

Aggregate Indebtedness

Other than “routine indebtedness”, there is no indebtedness outstanding on the date of this Circular owed to (i) the Company or any of its subsidiaries, or (ii) another entity where that indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, by any present or former Directors, executive officers and employees, as applicable, of the Company or its subsidiaries.

Indebtedness of Directors and Executive Officers under Securities Purchase and Other Programs

Since the commencement of the Company’s most recently completed financial year, there has been no indebtedness (other than routine indebtedness) owed to (i) the Company or any of its subsidiaries, or (ii) another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, by any individual who is, or at any time during the Company’s most recently completed financial year was, a Director or executive officer of the Company, each proposed nominee for election as a Director, and each associate of any such Director, executive officer or proposed Director that is outstanding on the date of this Circular.

1 0. 2

Interest of Informed Persons in Material Transaction

No “informed person” or proposed Director of the Company, nor any associate or affiliate of any informed person or proposed Director, has any material interest, direct or indirect, in any transaction since the commencement of the Company’s last financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

1 0. 3

Interest of Certain Persons or Companies in Matters to be Acted Upon

The Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of

8 1

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [62 x 295] intentionally omitted <==

any Director or nominee for Director, or executive officer of the Company or anyone who has held office as such since the beginning of the Company’s last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting other than the election of Directors and the approval of the Option Plan.

1 0. 4

Particulars of Other Matters to be Acted Upon

The Board of Directors knows of no matters to come before the Meeting other than those referred to in the Notice of 2021 Annual Meeting accompanying this Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons designated in the accompanying form of proxy to vote the same in accordance with their best judgment of such matters.

1 0. 5

Shareholder Proposals for 2022 Annual Meeting

Any shareholder’s proposal that meets the provisions of the Canada Business Corporations Act and is intended to be presented at the 2022 Annual Meeting of Shareholders, must

be received by the Company no later than 90 days before the anniversary date of the Notice of 2021 Annual Meeting.

1 0. 6

Additional Information

Additional information relating to the Company may be found on SEDAR at www.sedar.com and on the Company’s website at www.aggrowth.com. Financial information is provided in the Company’s audited consolidated financial statements and management’s discussion and analysis for the Company’s most recently completed financial year. A copy of the Company’s financial statements and management’s discussion and analysis is available upon written request to the Corporate Secretary, 198 Commerce Drive, Winnipeg, MB R3P 0Z6.

DIRECTORS’ APPROVAL

The contents and the sending of this Circular have been approved by the Board.

==> picture [89 x 52] intentionally omitted <==

RYAN KIPP

Senior Vice President Legal, General Counsel and Corporate Secretary

==> picture [41 x 687] intentionally omitted <==

8 2

==> picture [141 x 792] intentionally omitted <==

SCHEDULE A – BOARD OF DIRECTORS TERMS OF REFERENCE

1.

Introduction

The Board of Directors (the “Board”) of Ag Growth International Inc. (“AGI” or the “Corporation”) is responsible for managing or supervising the management of the business and affairs of the Corporation. Management is responsible for the day-to-day conduct of the business and affairs of the Corporation within the strategic direction approved by the Board. The Board’s fundamental objective is to enhance and preserve long-term shareholder value. The Board also considers the legitimate interests of the Corporation’s other stakeholders such as employees, customers and communities.

2 .

Underlying Principles

The following are the principles underlying the corporate governance policies established by the Board:

• a. Representation – The Board represents the Corporation and its shareholders, whose best interests must be paramount at all times.

• b. Diversity – Directors are elected by the shareholders to bring special expertise and diverse points of view to Board deliberations.

• c. Independence – In order to promote objectivity, the Board will be constituted with a majority of independent Directors, as defined by applicable securities laws, rules and regulations and the rules of applicable stock exchanges. The Board will establish processes and guidelines to address the potential for conflicts of interest, including the separation of the role of Chair from that of the Chief Executive Officer.

• d. Alignment of Interests – The Board will adopt policies that promote equity ownership by Board members. Currently, independent directors participate in the Corporation’s Director’s Deferred Compensation Plan whereby a minimum of 20% of their remuneration is payable in Common Shares of the Corporation.

8 3

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [360 x 792] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

8 4

3.

Organization and Procedure

The Board has responsibility for managing its own affairs including (i) planning its composition and size; (ii) selecting its Chair; (iii) nominating candidates for election to the Board; (iv) appointing committees; (v) determining Director compensation; and (vi) assessing the effectiveness of the Board, Committees and Directors in fulfilling their responsibilities.

The Board operates by delegating certain of its authority to management and by reserving certain powers to itself. Subject to the Corporation’s articles and by-laws and applicable law, the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.

a. Number of Directors

The Board has determined the appropriate size for the Board to be between 3 and 10 members

b. Retirement

Directors must retire by age 70 except where otherwise agreed by the Board. Directors who retire from or otherwise change their concurrent position responsibilities do not necessarily need to retire from the Board. However, the Board should, through the Corporate Governance Committee, review the appropriateness of continued Board membership.

c. Independence from Management

The Board must be able to function independently of management of the Corporation and will meet regularly without management present.

d. Meetings

The Board will meet at least four times per year. Directors will receive meeting materials on a timely basis in advance of meetings. Presentations on specific subjects at Board meetings will only briefly summarize the material sent to

Directors so that discussion can be focused on issues relevant to the material. The Chair is encouraged to invite individuals with insight into issues under discussion to participate in Board meetings.

4.

Specific Duties

The Board’s principal duties and responsibilities fall into a number of categories that are outlined below.

Policies, Procedures and Compliance

The Board has the responsibility to:

• a. supervise management of the business and affairs of the Corporation; (ii) act honestly and in good faith with a view to the best interests of the Corporation; (iii) exercise the care, diligence and skill that reasonable, prudent people would exercise in comparable circumstances; and (iv) act in accordance with its obligations contained in the articles and by-laws of the Corporation and the Canada Business Corporations Act;

• b. oversee management in ensuring that legal requirements applicable to the Corporation are met and documents and records are properly prepared, approved and maintained;

• c. oversee management in ensuring that the Corporation operates at all times within applicable laws and regulations and to acceptable ethical standards; and

• d. approve and monitor compliance with significant policies and procedures by which the Corporation operates

Monitoring and Acting

The Board has the responsibility to:

• a. review the Corporation’s objectives and goals and the strategies by which the Corporation proposes to achieve such goals;

• b. review progress made towards the achievement of objectives and goals established in strategic plans;

• c. monitor the Corporation’s progress towards its goals and objectives and to revise and alter their direction in response to changing circumstances;

• d. take action when performance falls short of its goals and objectives or when other special circumstances warrant;

• e. oversee management in ensuring that the Corporation has implemented adequate internal control and management information systems;

• f. approve payment of dividends by the Corporation, if any; and

8 5

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

• g. identify material risks faced by the Corporation and take all reasonable steps to ensure that appropriate systems are implemented to manage those risks.

Reporting and Communication

The Board has the responsibility to:

• a. adopt a communication or Disclosure Policy for the Corporation and ensure that the Corporation has in place effective communication processes with shareholders and other stakeholders (including measures to enable stakeholders to communicate with the independent Directors of the Board) and with financial, regulatory and other institutions and agencies;

• b. approve the content of the Corporation’s major communications to shareholders and the investing public, including the Annual Report, the Management Proxy Circular, the Annual Information Form, any prospectuses that may be issued, and any significant information respecting the Corporation contained in any documents incorporated by reference in any such prospectuses;

• c. oversee management in ensuring that the financial results of the Corporation are properly reported to shareholders, other security holders and regulators in accordance with applicable requirements;

• d. oversee management in ensuring the reporting in accordance with applicable requirements of any other material developments in respect of the Corporation; and

• e. report annually to shareholders on its stewardship of the affairs of the Corporation for the preceding year in accordance with applicable requirements.

Strategy and Plans

The Board has the responsibility to:

• a. at least annually, participate with management in the development of, and ultimately approve, the strategic objectives of the Corporation, taking into account, among other things, the opportunities and risks of the business of the Corporation;

• b. approve the annual business plans that implement the strategic objectives;

• c. approve annual capital and operating budgets;

• d. approve the entering into, or withdrawing from, lines of business that are, or are likely to be, material to the Corporation;

• e. approve financial and operating objectives used in determining compensation if they are different from the strategic, capital or operating plans referred to above;

• f. approve material divestitures and acquisitions;

• g. monitor the Corporation’s progress towards its strategic objectives, and revise and alter its direction through management in light of changing circumstances;

• h. conduct periodic reviews of human, technological and capital resources required to implement the Corporation’s strategy and the regulatory, cultural or governmental constraints on the business; and

• i. review recent developments that may affect the Corporation’s strategies, and receive advice from management on emerging trends and issues.

Financial and Corporate Issues

The Board has the responsibility to:

• a. take reasonable steps to ensure the integrity and effectiveness of the Corporation’s internal control and management information systems, including the evaluation and assessment of information provided by management and others about the integrity and effectiveness of the Corporation’s internal control and management information systems;

• b. review operating and financial performance relative to budgets and objectives;

• c. approve the financial statements and notes;

• d. declare dividends, if any;

• e. approve financings, changes in authorized capital, issue and repurchase of shares, and issue of debt securities;

• f. approve banking resolutions and significant changes in banking relationships;

• g. approve significant contracts, transactions, and other arrangements or commitments that may be expected to have a material impact on the Corporation; and

• h. approve the commencement or settlement of litigation that may be expected to have a material impact on the Corporation.

==> picture [41 x 687] intentionally omitted <==

8 6

Business and Risk Management

The Board has the responsibility to:

• a. oversee management in identifying the principal risks of the Corporation’s businesses and implementing appropriate systems to manage these risks;

• b. review coverage, deductibles and key issues regarding corporate insurance policies;

• c. receive reports from management on matters relating to, among others, ethical conduct, environmental management, and employee health and safety; and

• d. understand the principal risks associated with the Corporation’s businesses and consider the balance between risk and returns.

Management and Human Resources

The Board has the responsibility to:

• a. appoint the Chief Executive Officer and provide advice and counsel to the Chief Executive Officer in the execution of the Chief Executive Officer’s duties;

• b. evaluate the Chief Executive Officer’s performance at least annually against agreed upon written objectives and determine and approve the Chief Executive Officer’s compensation level based on this evaluation, taking into account the views and recommendations of the Compensation and Human Resources Committee;

• c. approve a comprehensive statement of compensation philosophy, strategy, and principles for the Corporation’s senior management;

• d. satisfy itself as to the integrity of the Chief Executive Officer and other senior officers and satisfy itself that the Chief Executive Officer and other senior officers are creating a culture of integrity throughout the Corporation;

• e. approve certain decisions relating to senior management, including the:

• f. appointment and discharge of senior officers;

• g. compensation and benefits for senior officers;

• h. acceptance by the Chief Executive Officer of any outside directorships on public companies (other than nonprofit organizations) or any significant public service commitments; and

• j. ensure that appropriate succession planning and management development programs are in place, including:

• k. approving the succession plan for the Chief Executive Officer;

• l. in the case of other senior officers, ensuring that plans are in place for management succession and development; and

• m. ensuring that criteria and processes for recognition, promotion, training, development, and appointment of senior management are consistent with the future leadership requirements of the Corporation;

• n. create opportunities to become acquainted with employees within the Corporation who have the potential to become members of senior management, including presentations to the Board by these employees, visits to their workplace, or interaction with them at social occasions; and

• o. approve certain matters relating to all employees, including incentive policies / programs for employees.

5.

Outside Consultants or Advisors

At the Corporation’s expense, the Board may retain, when it considers it necessary or desirable, outside consultants or advisors to advise the Board independently on any matter. The Board will have the sole authority to retain and terminate any such consultants or advisors, including sole authority to review a consultant’s or advisor’s fees and other retention terms.

6.

Standards of Liability

Nothing contained in these terms of reference is intended to expand applicable standards of liability under statutory, regulatory or other legal requirements for the Board. The purposes and responsibilities outlined in these terms of reference are meant to serve as guidelines rather than inflexible rules and, subject to applicable law and the articles and by-laws of the Corporation, the Board may adopt such additional procedures and standards, as it deems necessary from time to time to fulfill its responsibilities.

• i. employment, consulting, retirement and severance agreements, and other special arrangements proposed for senior officers;

8 7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [318 x 749] intentionally omitted <==

7.

Review of Board Terms of Reference

The Board will assess the adequacy of these terms of reference and its calendar annually and will make any changes deemed necessary or appropriate.

8 8

==> picture [141 x 792] intentionally omitted <==

SCHEDULE B – SHARE OPTION PLAN

1.

Purpose of Plan

The principal purposes of this Plan are as follows:

• a. to retain and attract qualified Service Providers that the members of the AGI Group require;

• b. to promote a proprietary interest in the Corporation by such Service Providers and to encourage such persons to remain in the employ or service of the AGI Group and put forth maximum efforts for the success of the affairs and business of the AGI Group; and

• c. to focus management of the AGI Group on operating and financial performance and the growth and profitability of the Corporation.

2 .

Administration

This Plan shall be administered by the Compensation and Human Resources Committee of the Board (the “ Committee ”), provided that the Board shall have the authority to appoint itself or another committee of the Board to administer this Plan. In the event that the Board appoints itself or another committee of the Board to administer this Plan, all references in this Plan to the Committee will be deemed to be references to the Board or such other committee of the Board, as applicable.

The Committee shall have full and final discretion to interpret the provisions of this Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Plan, including without limitation rules as to vesting. All decisions and interpretations made by the Committee shall be binding and conclusive on the Optionees and the Corporation, subject to receipt of securityholder approval if required by any applicable stock exchange. For greater certainty, in exercising its discretion, making decisions or interpretations, prescribing, amending, rescinding and waiving rules and regulations or taking any of the actions permitted under this Plan, the Committee shall not be required to treat all Optionees or Options the same or similarly.

8 9

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [360 x 792] intentionally omitted <==

==> picture [41 x 687] intentionally omitted <==

9 0

3.

Granting of Options

The Committee may from time to time designate the officers and employees of, and other eligible Service Providers to, the AGI Group to whom Options may be granted and the number of Common Shares to be optioned to each, provided that the number of Common Shares to be optioned shall not exceed the limitations provided in Section 4 hereof.

4.

Limitations to the Plan

Notwithstanding any other provision of this Plan:

• a. subject to Sections 11 and 12, the maximum number of Common Shares that may be issued on exercise of Options under this Plan shall be limited to 500,000 Common Shares;

• b. the number of Common Shares:

• i. issued to Insiders of the Corporation, within any one year period; and

• ii. issuable to Insiders of the Corporation, at any time; under this Plan, or when combined with all of the Corporation’s other Security Based Compensation Arrangements shall not exceed 10% of the Corporation’s total issued and outstanding Common Shares, respectively; and

• c. Non-Management Directors shall not be entitled to participate in this Plan.

Options that are cancelled, surrendered, terminated or expire prior to the exercise of all or a portion thereof shall result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to this Plan to the extent of any Common Shares issuable thereunder that are not issued under such cancelled, surrendered, terminated or expired Options.

5.

Vesting

The Committee may, in its sole discretion, determine: (i) the time during which Options shall vest; (ii) the method of vesting; (iii) performance conditions to vesting, if any; or (iv) that no vesting restriction shall exist. In the absence of any determination by the Committee to the contrary, Options

will vest and be exercisable as to one-third (1/3) of the total number of Common Shares subject to the Options on each of the first, second and third anniversaries of the date of grant (computed in each case to the nearest whole Common Share). Notwithstanding the foregoing, the Committee may, at its sole discretion at any time or in the Option Agreement in respect of any Options granted, accelerate or provide for the acceleration of vesting of Options previously granted (including by waiving any performance conditions that have not been met in full or in part).

6.

Option Price

The exercise price of Options granted under this Plan shall be fixed by the Committee when such Options are granted, provided that the exercise price of Options shall not be less than the Market Price of the Common Shares at the time an Option is granted.

7.

Option Terms

The period during which an Option is exercisable shall, subject to the provisions of this Plan requiring or permitting acceleration of rights of exercise or the extension of the exercise period, be such period, not in excess of ten (10) years, as may be determined from time to time by the Committee, but subject to the rules of any stock exchange or other regulatory body having jurisdiction, and in the absence of any determination to the contrary will be seven (7) years from the date of grant (the “ Termination Date ”). In addition, unless the Corporation or another member of the AGI Group and an Optionee agree otherwise in an Option Agreement or other written agreement (such as an agreement of employment or consultancy), each Option will provide that:

a. upon the death of the Optionee:

• i. the Option shall terminate on the date determined by the Committee, which shall not be more than twelve (12) months from the date of death and, in the absence of any determination to the contrary, will be twelve (12) months from the date of death (subject to earlier termination on the Termination Date); and

• ii. the number of Common Shares that the Optionee (or his or her heirs or successors) shall be entitled to purchase until such date of Option termination shall be the number of Common Shares that that the Optionee was entitled to purchase on exercise of vested Options

9 1

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

on the date of death (and all unvested Options held by the Optionee shall terminate and be immediately forfeited and cancelled as of the date of death);

• b. if the Optionee shall no longer be an officer of or be in the employ of, or consultant or other Service Provider to, any of the entities comprising the AGI Group by reason of termination for Cause, the Option shall terminate and be forfeited and cancelled immediately on such termination for Cause (whether notice of such termination occurs verbally or in writing and whether or not the Option has vested as of such date of termination for Cause);

• c. if the Optionee shall no longer be an officer of or be in the employ of, or consultant or other Service Provider to, any of the entities comprising the AGI Group by reason of the Optionee’s voluntary resignation:

• i. the Option shall terminate on the expiry of the period not in excess of 180 days (as prescribed by the Committee at the time of grant) following the date that the Optionee resigns, and in the absence of any determination to the contrary by the Committee at the time of grant, will terminate fourteen (14) days following the date that the Optionee resigns (subject to earlier termination on the Termination Date); and

• ii. the number of Common Shares that the Optionee shall be entitled to purchase until such date of Option termination shall be the number of Common Shares that the Optionee was entitled to purchase on exercise of vested Options on the date that the Optionee resigned (and all unvested Options held by the Optionee shall terminate and be immediately forfeited and cancelled as of the date that the Optionee resigned); and

• d. if the Optionee shall no longer be an officer of or be in the employ of, or consultant or other Servicae Provider to, any of the entities comprising the AGI Group for any reason other than as provided for in clauses (a), (b) and (c) above (including by reason of termination of the Optionee by a member of the AGI Group without Cause):

• i. the Option shall terminate on the expiry of the period that is not less than 60 days and not in excess of 180 days (as prescribed by the Committee at the time of grant) following the date that the Optionee is terminated by the AGI Group or otherwise ceases to be a Service Provider, and in the absence of any determination to the contrary by the Committee at the time of grant, will terminate sixty (60) days following the date that the Optionee is terminated or otherwise ceases to be a Service Provider (subject to earlier termination on the Termination Date); and

• ii. the number of Common Shares that the Optionee

shall be entitled to purchase until such date of Option termination shall be the number of Common Shares that the Optionee is entitled to purchase on exercise of vested Options on the date that the Optionee is terminated by the AGI Group or otherwise ceases to be a Service Provider (and all unvested Options held by the Optionee shall terminate and be immediately forfeited and cancelled as of the date that the Optionee is terminated or otherwise ceases to be a Service Provider).

If the normal expiry date of any Options falls within any Black Out Period or within ten (10) business days following the end of any Black-Out Period (the “ Restricted Options ”), then the expiry date of all Restricted Options shall, without any further action, be extended to the date that is ten (10) business days following the end of the Black-Out Period (or such longer period as permitted by the TSX and approved by the Committee). The foregoing extension applies to all Options whatever the date of grant and shall not be considered to be an extension of the term of the Options as contemplated by paragraph (iii) in Section 18 hereof.

8 .

Exercise of Option

Subject to the provisions of this Plan, an Option may be exercised from time to time by delivery to the Corporation at its head office in Winnipeg, Manitoba or such other place as may be specified by the Corporation, of a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised, and accompanied by payment in full of: (i) the purchase price of the Common Shares then being purchased; and (ii) any amount required to be paid pursuant to Section 19. Notwithstanding the foregoing, the Committee may, in its sole discretion, vary the aforementioned procedure for exercising an Option from time to time.

9.

Cashless Exercise

Subject to the provisions of this Plan, if permitted by the Committee, an Optionee may elect to exercise an Option by surrendering such Option in exchange for the issuance of a number of Common Shares equal to the number determined by dividing the Market Price (calculated as at the date of exercise) into the difference between the Market Price (calculated as at the date of exercise) and the exercise price of such Option. An Option may be exercised pursuant to this Section 9 from time to time by delivery to the Corporation

==> picture [41 x 687] intentionally omitted <==

9 2

at its head office in Winnipeg, Manitoba or such other place as may be specified by the Corporation, of a written notice of exercise specifying that the Optionee has elected to make a cashless exercise of such Option and the number of Options to be exercised (provided that the Committee may, in its sole discretion, vary the aforementioned procedure for exercising an Option from time to time). The Corporation will not be required, upon the exercise of any Options pursuant to this Section 9, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, the Corporation will pay to the Optionee within ten (10) business days after the exercise date, an amount in lawful money of Canada equal to the then Fair Market Value of such fractional interest, provided that the Corporation will not be required to make any payment, calculated as aforesaid, that is less than $10.00. Upon exercise of the foregoing, the number of Common Shares actually issued shall be deducted from the number of Common Shares reserved with the TSX for future issuance under the Plan and the balance of the Common Shares that were issuable pursuant to the Options so surrendered shall be considered to have been cancelled and available for further issuance. Any reference in this Section 9 to the issuance of Common Shares or the payment of cash is subject to compliance with Section 19.

1 0. Surrender Offer

An Optionee may make an offer (the “ Surrender Offer ”) to the Corporation, at any time, for the disposition and surrender by the Optionee to the Corporation (and the termination thereof) of any of the Options granted hereunder for an amount (not to exceed the Fair Market Value of the Common Shares less the exercise price of the Options) specified in the Surrender Offer by the Optionee, and the Corporation may, but is not obligated to, accept the Surrender Offer, subject to any regulatory approval required. If the Surrender Offer, either as made or as renegotiated, is accepted, the Options in respect of which the Surrender Offer relates shall be surrendered and deemed to be terminated and cancelled and shall cease to grant the Optionee any further rights thereunder upon payment of the amount of the agreed Surrender Offer by the Corporation to the Optionee. The Corporation may, in its sole discretion, elect to allow an Optionee to claim such deductions in computing taxable income of such Optionee, if any, that may be available to the Optionee in respect of any amount received by the Optionee pursuant to this Section 10, provided that the Corporation shall be under no obligation, express or implied, to make such election. Any reference in this Section 10 to the payment of cash is subject to compliance with Section 19.

11.

Alterations in Shares

In the event:

• a. of any change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise;

• b. that any rights are granted to all shareholders of the Corporation to purchase Common Shares at prices substantially below Fair Market Value; or

• c. that, as a result of any recapitalization, merger, consolidation or other transaction, the Common Shares are converted into or exchangeable for any other securities or property;

subject to any required approval of the TSX, the Committee may make such adjustments to this Plan and to any Options outstanding under this Plan, and may make such amendments to any Option Agreements outstanding under this Plan, as the Committee may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Optionees hereunder and\or to provide for the Optionees to receive and accept such other securities or property in lieu of Common Shares, and the Optionees shall be bound by any such determination.

If the Corporation fixes a record date for a distribution to all or substantially all of the holders of the Common Shares of cash or other assets (other than a dividend in the ordinary course of business), subject to any required approval of the TSX, the Committee may, in its sole discretion, but for greater certainty shall not be required to, make an adjustment to the exercise price of any Options outstanding on the record date for such distribution and make such amendments to any Option Agreements outstanding under the Plan to give effect thereto, as the Committee may, in its sole discretion, consider appropriate in the circumstances.

1 2 .

Merger and Sale, etc.

Except in the case of a transaction that is a Change of Control and to which Sections 13 applies, if the Corporation enters into any transaction or series of transactions whereby the Corporation or all or substantially all of the assets of the members of the AGI Group (on a consolidated basis) would become the property of any other trust, body corporate, partnership or other person (a “Successor”), whether by way of Takeover Bid, acquisition, reorganization,

9 3

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (each a “Transaction”), prior to or contemporaneously with the consummation of such Transaction the Corporation and the Successor will execute such instruments and do such things as the Committee may determine are necessary to establish that upon the consummation of such Transaction the Successor will assume the covenants and obligations of the Corporation under this Plan and the Option Agreements outstanding on consummation of such Transaction. Any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Corporation under this Plan and Option Agreements with the same effect as though the Successor had been named as the Corporation herein and therein and thereafter, the Corporation shall be relieved of all obligations and covenants under this Plan and such Option Agreements and the obligation of the Corporation to the Optionees in respect of the Options shall terminate and be at an end and the Optionees shall cease to have any further rights in respect thereof including, without limitation, any right to acquire Common Shares upon vesting of the Options.

Alternatively, and in lieu of making such provision, in the event of such Transaction (provided that if the Transaction constitutes a Takeover Bid, it (i) is not exempt from the takeover bid requirements of applicable securities legislation, and (ii) shall have been approved or recommended for acceptance by the Board) the Corporation shall have the right to satisfy any obligations to the Optionee in respect of any Options outstanding by paying to the Optionee, in cash, and as proceeds of disposition for an Optionee’s Options, the difference between the exercise price of all unexercised Options granted hereunder and the fair market value of the securities to which the Optionee would be entitled upon exercise of all unexercised Options. The Corporation may, at its sole discretion, elect to allow an Optionee to claim such deductions in computing taxable income of such Optionee, if any, that may be available to the Optionee in respect of any amount received by the Optionee pursuant to this Section 12, however, the Corporation is under no obligation, express or implied, to make such election. Any determinations as to fair market value of any securities shall be made by the Committee, and any reasonable determination made by the Committee shall be binding and conclusive and, upon payment as aforesaid, the Options shall terminate and the Optionee shall cease to have any further rights in respect thereof.

1 3.

Change of Control

Except as may be set forth in an employment agreement, or other written agreement between the Corporation or another member of the AGI Group and the Optionee:

• a. In the event of a Change of Control, notwithstanding anything in this Plan to the contrary, if the employment of an Optionee with the AGI Group is terminated without Cause or if the Optionee resigns for Good Reason, in each case, within one (1) year (or such other period as determined by the Committee in its sole discretion) following a Change of Control (such date being the “COC Termination Date”), all of the Optionee’s unvested Options will vest immediately prior to the COC Termination Date (or such later date as determined by the Committee in its sole discretion), subject to any performance conditions which shall be dealt with at the discretion of the Committee. All vested Options may be exercised until 90 days (or such other period as may be determined by the Committee in its sole discretion) following the COC Termination Date (but only until the normal Termination Date of the Options held by such Optionee, if earlier). Upon the expiration of such period, all unexercised Options held by that Optionee shall immediately become terminated and shall be forfeited and cancelled notwithstanding the original Termination Date of the Options granted to such Optionee under this Plan.

• b. In the event of a Change of Control, all outstanding Options shall be replaced with similar options of the acquiring entity or entity resulting from the transaction on substantially the same terms and conditions as this Plan, unless the securities of the acquiring or resulting entity that would be subject to the options are not listed on an established securities exchange, the acquiring or resulting entity does not assume the outstanding Options or substitute similar awards for the outstanding Options, or if the Committee otherwise determines in its sole discretion and subject to the applicable rules of the TSX or other exchange on which the Common Shares are listed.

• c. If such determination is made by the Committee or the outstanding Options are otherwise not replaced with similar options of the acquiring or resulting entity pursuant to Section 13(b), the Committee may, in its sole discretion, accelerate the vesting of any or all outstanding Options to provide that, notwithstanding Section 5 or any Option Agreement, such outstanding Options shall be fully vested and conditionally exercisable upon (or prior to) the completion of the transaction resulting in the Change of Control provided that the Committee shall not, in any case, authorize the exercise of Options pursuant to this section beyond the Termination Date of the Options. In the event the Committee accelerates the vesting of outstanding Options pursuant to this Section 13(c):

• i. All vested Options (including those whose vesting has been accelerated pursuant to this Section 13(c)), unless exercised prior to or at the time of the Change of Control, will be purchased by the Corporation or a related entity for an amount per Option equal to the “Change of Control Price” (as defined below)

==> picture [41 x 687] intentionally omitted <==

9 4

less the applicable exercise price (except that where the exercise price exceeds the Change of Control Price, the amount per Option for such Options shall be $0.01), as of the date such Change of Control is determined to have occurred or as of such other date prior to the Change of Control as the Committee may determine. For purposes of this paragraph, “Change of Control Price” means the Fair Market Value of a Common Share based on the consideration payable in the Change of Control transaction as determined by the Committee.

• ii. If, for any reason, the transaction that would result in a Change of Control is not completed, the Committee may cause the acceleration of exercise periods of any Options or acceleration of the time for the fulfillment of any conditions or restrictions on such exercise of Options to be retracted and the vesting of such Options to revert to the manner provided in the applicable Option Agreement, unless such Options have already been exercised.

the Corporation in accordance with the rules of the TSX, no Options granted hereunder shall be exercisable until the Corporation receives approval of this Plan from the shareholders of the Corporation in accordance with the rules of the TSX. Upon receiving approval of this Plan from the shareholders in accordance with the rules of the TSX, this Plan shall be automatically amended to remove this paragraph.

1 6.

Options to Companies

The provisions herein in respect of the grant of Options shall apply, with appropriate modifications, to the grant of Options to a company either: (i) wholly-owned by any person to whom Options may otherwise be granted hereunder; or (ii) controlled by any person to whom Options may otherwise be granted hereunder (and the shares of which are held directly or indirectly by any such person and such person’s spouse, minor children and/or minor grandchildren); subject to any requirements of any applicable regulatory authority having jurisdiction.

1 4.

No Rights as a Shareholder

An Optionee shall have no rights or privileges whatsoever as a shareholder of the Corporation in respect of any Common Shares issuable upon exercise of an Option granted pursuant to this Plan (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Common Shares in respect of which the Optionee shall have exercised the Option to purchase hereunder and which the Optionee shall have actually taken up and paid for in accordance with this Plan (including without limitation Section 8 hereof) and in respect of which certificates shall have been issued and delivered.

1 5.

Approvals

This Plan shall be subject to the approval, if required, of any stock exchange on which the Common Shares are listed for trading. Any Options granted prior to receipt of such approval and after listing on any such stock exchange shall be conditional upon such approval being given and no such Options may be exercised unless such approval, if required, is given.

Notwithstanding any other provision of this Plan, although Options may be granted hereunder prior to the Corporation receiving approval of this Plan from the shareholders of

1 7.

Option Agreements

An agreement (an “ Option Agreement ”) will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which Option Agreement will set out the number of Common Shares subject to Option, the exercise price, the vesting dates, the expiry date and any other terms approved by the Committee, all in accordance with the provisions of this Plan. The Option Agreement will be in such form as the Committee may from time to time approve or authorize the officers of the Corporation to enter into and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation. Such Option Agreements may also contain such other provisions as the Committee may determine. In the Committee’s discretion, an Option Agreement may take the form of a physical or electronic notice delivered by the Corporation to the Optionee and setting out the terms of the grant of Options to the Optionee, and the Optionee’s acceptance of such notice shall be deemed to be the agreement of the Optionee to accept the Options so granted based on the terms contained in this Plan and the notice of Option grant. In the event of a conflict between the terms of any Option Agreement and this Plan, the terms of this Plan shall govern.

9 5

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

18 .

Amendment or Discontinuance of the Plan

Subject to the restrictions set forth below, the Board may, by resolution, amend or discontinue this Plan and any Option granted under it (together with any related Option Agreement) at any time without shareholder approval; provided however, that without the prior approval of the shareholders of the Corporation (or such other approval as may be required by the TSX or such other stock exchange on which the Common Shares are listed and posted for trading), the Board may not:

• i. increase the maximum number of Common Shares issuable pursuant to this Plan as specified in paragraph 4(a) hereof;

• ii. reduce the exercise price of an Option or cancel an Option and subsequently issue the holder of such Option a new Option or other entitlement in replacement thereof;

• iii. extend the term of an Option beyond the original expiry date of such Option;

• iv. make an amendment to this Plan or an Option that would permit an Optionee to assign or transfer an Option to a new beneficial Optionee, other than for estate settlement purposes in the case of the death of an Optionee;

• v. make an amendment to this Plan that would add to the categories of persons eligible to participate in this Plan, including to permit Non-Management Directors to participate in this Plan;

• vi. make an amendment to this Plan to remove or amend paragraphs 4(a) through 4(c), inclusive, of this Plan; or

• vii. make an amendment to this Plan to remove or amend this Section 18.

• viii. Any amendment to this Plan or to outstanding Options that requires approval of any stock exchange on which the Common Shares are listed for trading may not be made without the approval of such stock exchange.

The Board may amend or discontinue the Plan or outstanding Options at any time without the consent of an Optionee, provided that such amendment shall not adversely alter or impair any Option previously granted under the Plan, except as otherwise permitted hereunder.

The Committee may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any

Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of any relevant stock exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights, subject to the receipt of the approval of that stock exchange or regulatory authority.

1 9.

Tax Withholding

The Corporation shall have the power and the right to deduct or withhold, or require (as a condition of exercise) an Optionee to remit to the Corporation, the required amount to satisfy, in whole or in part, federal, provincial, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan, including the grant or exercise of Options granted under this Plan. With respect to required withholding, the Corporation shall have the irrevocable right to (and the Optionee consents to) the Corporation setting off any amounts required to be withheld, in whole or in part, against amounts otherwise owing by the Corporation to such Optionee (whether arising pursuant to the Optionee’s relationship as an officer or employee of the Corporation or as a result of the Optionee providing services on an ongoing basis to the Corporation or otherwise), or may make such other arrangements as are satisfactory to the Optionee and the Corporation. In addition, the Corporation may elect, in its sole discretion, to satisfy the withholding requirement, in whole or in part, by withholding such number of Common Shares as it determines are required to be sold by the Corporation, as trustee, to satisfy the withholding obligation net of selling costs (which costs shall be the responsibility of the Optionee and which shall be and are authorized to be deducted from the proceeds of sale). The Optionee consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Common Shares and acknowledges and agrees that the Corporation does not accept responsibility for the price obtained on the sale of such Common Shares. Any reference in this Plan to the issuance of Common Shares or a payment of cash is expressly subject to this Section 19.

==> picture [41 x 687] intentionally omitted <==

9 6

2 0.

No Guarantees Regarding Tax Treatment

The Corporation shall not be liable for any personal income or other tax imposed on any Optionee as a result of the granting, holding or exercise of Options, the issue or holding of Common Shares pursuant thereto or any other amounts or securities paid, issued or credited to an Optionee under this Plan. Optionees (or their beneficiaries) shall be responsible for all such taxes, and it is the responsibility of the Optionee to complete and file any tax returns which may be required under any applicable tax laws within the period prescribed by such laws. The Corporation and the Committee make no guarantees to any person regarding the tax treatment of an Option or payments made under this Plan and none of the Corporation or any of its directors, officers, employees or representatives shall have any liability to an Optionee with respect thereto. Optionees are advised to consult with their own tax advisors.

21. Cessation of Employment

For the purposes of this Plan and all Option Agreements, unless otherwise provided in the applicable Option Agreement or other written agreement (such as an agreement of employment), subject to the discretion of the Committee, an Optionee shall be deemed to have ceased to be a Service Provider to the AGI Group (or any one of the entities comprising such group), and an Optionee shall be deemed to have been terminated or resigned from employment or a consulting arrangement with the AGI Group (and each of the entities comprising such group) for the purposes hereof, on the first to occur of (i) the date of such termination or resignation, or (ii) the date (as determined by the Committee) that the Optionee ceases in the active performance of all of the regular duties of the Optionee’s job, which includes the carrying on of all of the usual and customary day to day duties of the job for the normal and scheduled number of hours in each working day; the foregoing to apply whether or not adequate or proper notice of termination shall have been provided by and to the AGI Group (or any one of the entities comprising such group) in respect of such termination of employment or consulting arrangement. For greater certainty, a transfer of the Optionee’s employment or service from one member of the AGI Group to another member of the AGI Group shall not be deemed to be a cessation of employment or service for the purposes of this Agreement.

Notwithstanding the foregoing paragraph, it shall not be considered a termination of the Service Provider relationship if an Optionee is placed on a leave of absence (“Leave”)

which is considered by the Committee as continuing intact the Service Provider relationship. In such a case, the Service Provider relationship shall be continued until the later of (i) the date when the Leave equals ninety (90) days, and (ii) the date when an Optionee’s right to re-employment shall no longer be guaranteed either by applicable laws or by contract; provided that in the event that active employment or service provision is not renewed at the end of the Leave, the Service Provider relationship shall be deemed to have ceased at the beginning of the Leave. If an Optionee shall take a Leave for a period of time that is greater than 90 days, the Committee may, in its sole discretion, modify or change the vesting terms of any Options granted to such Optionee in order to take into account the period of the Leave.

2 2 .

Assignment

Options shall not be assignable by the Optionee either in whole or in part and, upon any purported assignment being made in contravention of the terms hereof, such Options shall become null and void and be of no further force or effect.

2 3.

U.S. Taxpayers – Section 409A of the Code

This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the United States Internal Revenue Code of 1986, as amended from time to time (the “Code”) to the extent required to preserve the intended tax consequences of this Plan. To the extent that an Option or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Option will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code and any regulations or guidance under that section. In no event will the Corporation be responsible if Options under this Plan result in adverse tax consequences to an Optionee who, with respect to an Option, is subject to taxation under the applicable United States tax laws (a “U.S. Taxpayer”) under Section 409A of the Code. Notwithstanding any provisions of this Plan to the contrary, in the case of any “specified employee” within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of

9 7

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is 6 months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon as is practicable following such 6-month anniversary of such separation from service.

24.

Foreign Participants

Without limitation of Section 23, the Committee may, in its sole discretion, amend, or otherwise modify, without shareholder approval, the terms of this Plan or Options granted to Service Providers who provide services to the Corporation or any other member of the AGI Group from outside of Canada in order to conform such terms with the provisions of applicable laws of such foreign jurisdictions. Any such modification to this Plan or Options with respect to a particular Service Provider shall be reflected in the Option Agreement for such Service Provider or, if so determined by the Committee, in one or more sub-plans to reflect such amended or otherwise modified provisions.

25.

Applicable Law

This Plan shall be governed by and administered and construed in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein.

26.

Miscellaneous

• a. Effect of Headings - The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof.

• b. Compliance with Legal Requirements - The Corporation shall not be obliged to issue any Common Shares if such issuance would violate any law or regulation or any rule of any government authority or stock exchange. The Corporation, in its sole discretion, may postpone the issuance or delivery of Common Shares under any Option as the Committee may consider appropriate, and may require any Optionee to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common

Shares in compliance with applicable laws, rules and regulations. The Corporation shall not be required to qualify for resale pursuant to a prospectus or similar document any Common Shares issued under this Plan, provided that, if required, the Corporation shall notify the TSX and any other appropriate regulatory bodies in Canada and the United States of the existence of this Plan and the granting of Options hereunder in accordance with any such requirements.

• c. No Right to Continued Employment or Service - Nothing in this Plan or in any Option Agreement entered into pursuant hereto shall (i) confer upon any Optionee the right to continue in the employ or service of the Corporation or any other member of the AGI Group or to be entitled to any remuneration or benefits not set forth in this Plan or an Option Agreement, or (ii) interfere with or limit in any way the right of the Corporation or any other member of the AGI Group to terminate an Optionee’s employment or service arrangement with the Corporation or any other member of the AGI Group.

• d. Expenses – Except as provided in Section 19, all expenses in connection with this Plan shall be borne by the Corporation.

• e. Unfunded Plan - This Plan shall be unfunded. The Corporation shall not be required to segregate any assets that may at any time be represented by Common Shares, cash or rights thereto, nor shall this Plan be construed as providing for such segregation. Any liability or obligation of the Corporation to any Optionee with respect to an Option under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Option Agreement, and no such liability or obligation of the Corporation shall be deemed to be secured by any pledge or other encumbrance on any property of the Corporation. Neither the Corporation nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

• f. Market Fluctuations - No amount will be paid to, or in respect of, an Optionee under this Plan to compensate for a downward fluctuation in the price of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, an Optionee for such purpose. The Corporation makes no representations or warranties to Optionees with respect to this Plan or the Options whatsoever. Optionees are expressly advised that the value of any Options and Common Shares under this Plan will fluctuate as the trading price of Common Shares fluctuates. In seeking the benefits of participation in this Plan, an Optionee agrees to exclusively accept all risks associated with a decline in the market price of Common Shares and all other risks associated with the holding of Options.

==> picture [41 x 687] intentionally omitted <==

9 8

• g. Reorganization of the Corporation - The existence of any Options or Common Shares subject to any such Options shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

• h. Optionee Information - Each Optionee shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer this Plan. Each Optionee acknowledges that information required by the Corporation in order to administer this Plan may be disclosed to the Committee or its appointed administrator and other third parties in connection with the administration of this Plan. Each Optionee consents to such disclosure and authorizes the Corporation to make such disclosure on the Optionee’s behalf.

• i. Gender - Whenever used herein words importing the masculine gender shall include the feminine and neuter genders and vice versa.

2 7.

Defined Terms

Where used herein, the following terms shall have the following meanings, respectively:

• a. “ AGI Group ” means, collectively, the Corporation, any corporation, partnership, trust or other entity that is controlled by the Corporation or that is controlled by the same person that controls the Corporation, from time to time, and any other entity designated by the Board from time to time as a member of the AGI Group for the purposes of this Plan (and, for greater certainty, including any successor entity of any of the aforementioned entities). For purposes of this definition, a person (the first person) is considered to control another person (the second person) if the first person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of: (i) ownership of or direction over voting securities in the second person, (ii) a written agreement or indenture, (iii) being the general partner or controlling the general partner of the second person, or (iv)

being the trustee of the second person;

• b. “ Black-Out Period ” means a period of time imposed by the Corporation upon certain designated persons (including any holder of an Option) during which those persons may not trade in any securities of the Corporation;

• c. “ Board ” means the board of directors of the Corporation as it may be constituted from time to time;

• d. “ Business day ” means a day other than a Saturday, Sunday or other day when banks in the City of Toronto, Ontario and the City of Winnipeg, Manitoba are generally not open for business;

• e. “ Cause ” means, with respect to a particular Optionee: (a) “cause” as such term is defined in the employment or other written agreement between a member of the AGI Group and the Optionee; or (b) in the event there is no written or other applicable employment agreement between a member of the AGI Group and the Optionee or “cause” is not defined in such agreement, “cause” as such term is defined in the Option Agreement; or (c) in the event neither clause (a) nor (b) apply, then “cause” as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where an employer can terminate an individual’s employment without notice or pay in lieu thereof;

• f. “ Change of Control ” has the meaning ascribed thereto in the EIAP;

• g. “ Committee ” has the meaning set forth in Section 2 hereof;

• h. “ Common Shares ” means the common shares of the Corporation or, in the event of an adjustment contemplated by Section 11 hereof, such other Common Shares to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment;

• i. “ Corporation ” means Ag Growth International Inc., and includes any successor corporation thereof;

• j. “ EIAP ” means the 2012 Equity Incentive Award Plan of the Corporation amended and restated effective May 11, 2020, as further amended or amended and restated from time to time;

• k. “ Fair Market Value ” with respect to a Common Share, as at any date, means the volume weighted average of the prices at which the Common Shares traded on the TSX (or, if the Common Shares are not then listed and posted for trading on the TSX or are then listed and posted for trading on more than one stock exchange, on such stock exchange on which the Common Shares are then listed and posted for trading as may be selected for such purpose by the

9 9

2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

Committee in its sole and absolute discretion) for the five (5) trading days on which the Common Shares traded on the said exchange immediately preceding such date. In the event that the Common Shares are not listed and posted for trading on any stock exchange, the Fair Market Value shall be the fair market value of the Common Shares as determined by the Committee in its sole discretion, acting reasonably and in good faith. If initially determined in United States dollars, the Fair Market Value shall be converted into Canadian dollars at an exchange rate selected and calculated in the manner determined by the Committee from time to time, acting reasonably and in good faith;

• l. “ Good Reason ” means, with respect to a particular Optionee: (a) “good reason” as such term is defined in the employment or other written agreement between a member of the AGI Group and the Optionee; or (b) in the event there is no written or other applicable employment agreement between a member of the AGI Group and the Optionee or “good reason” is not defined in such agreement, “good reason” as such term is defined in the Option Agreement; or (c) in the event neither clause (a) nor (b) apply, then “good reason” shall mean “constructive dismissal” as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where under which an employee may assert that employment has ended due to a breach of a fundamental term of the employment contract by the employer;

• m. “ Insider ” has the meaning ascribed thereto in Part I of the Company Manual of the TSX, as amended from time to time;

• n. “ Market Price ” means at any date the closing price of the Common Shares on the TSX on the last trading day on which Common Shares traded prior to such date; provided that, if no Common Shares traded in the five trading days prior to such date, the Market Price shall be the average of the closing bid and ask prices over the last five trading days prior to such date;

• o. “ NI 62-104 ” means National Instrument 62-104 – TakeOver Bids and Issuer Bids, as amended from time to time;

• p. “ Non-Management Director ” means a director of the Corporation who is not an employee of the Corporation or another member of the AGI Group;

• q. “ Option ” means an option to purchase Common Shares granted pursuant to the provisions hereof;

• r. “ Option Agreement ” has the meaning ascribed thereto in Section 17 hereof;

• s. “ Optionees ” means persons to whom Options are granted and which Options, or a portion thereof, remain unexercised;

• t. “ Plan ” means this share option plan of the Corporation, as the same may be amended or amended and restated from time to time;

• u. “ Security Based Compensation Arrangements ” has the meaning ascribed thereto in Part VI of the Company Manual of the TSX, as amended from time to time;

• v. “ Service Provider ” means an officer or employee of, or a person or company engaged by, one or more of the entities comprising the AGI Group to provide services for an initial, renewable or extended period intended to be twelve months or more; and for greater certainty shall not include a Non-Management Director;

• w. “ Takeover Bid ” means a “take-over bid” as defined in NI 62-104, pursuant to which the “offeror” would as a result of such take-over bid, if successful, beneficially own, directly or indirectly, in excess of 50% of the outstanding Common Shares; and

• x. “ TSX ” means the Toronto Stock Exchange.

28 . Effective Time

This Plan shall be effective as of March 23, 2021.

==> picture [41 x 687] intentionally omitted <==

1 0 0

==> picture [486 x 749] intentionally omitted <==

1 0 1 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

==> picture [41 x 687] intentionally omitted <==

1 0 2

==> picture [126 x 32] intentionally omitted <==

==> picture [125 x 32] intentionally omitted <==

==> picture [86 x 8] intentionally omitted <==

----- Start of picture text -----

AGGROWTH.COM
----- End of picture text -----

1 0 5 2021 ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR