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Aritzia Inc. — Proxy Solicitation & Information Statement 2025
Jun 5, 2025
47372_rns_2025-06-05_eec39b57-b038-4f92-bc3d-89153c1b7e57.pdf
Proxy Solicitation & Information Statement
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ARITZIA INC.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To the holders of Subordinate Voting Shares and holders of Multiple Voting Shares:
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Aritzia Inc. (the "Company") will be held on July 8, 2025 at 3:00 p.m. (Vancouver time) in a virtual-only format, which will be conducted via live audio and slideshow webcast at https://virtual-meetings.tsxtrust.com/en/1772 (Password: aritzia2025) for the following purposes:
- to receive Aritzia's annual consolidated financial statements for the financial year ended March 2, 2025, including the external auditors' report thereon;
- to elect the directors who will serve until the end of the next annual meeting of shareholders;
- to appoint the external auditors, who will serve until the end of the next annual meeting of shareholders and authorizing the directors of the Company to fix their remuneration; and
- to consider other business that may properly come before the Meeting or any adjournment or postponement thereof.
In this Notice, "we", "us", "our", "Aritzia" and the "Company" refer to Aritzia Inc. and all entities controlled by it unless the context otherwise requires. "You" and "your" refer to Aritzia shareholders. "SEDAR+" refers to the System for Electronic Data Analysis and Retrieval + available at www.sedarplus.com or any successor or replacement thereof.
Virtual only format
To facilitate increased shareholder attendance and participation, we will hold the Meeting in a virtual-only format, which will be conducted via live audio and slideshow webcast at https://virtual-meetings.tsxtrust.com/en/1772. All shareholders regardless of geographic location will have an equal opportunity to participate at the Meeting and engage with directors of the Company and management, as described in more detail in the Management Information Circular. Shareholders will not be able to attend the Meeting in person. Shareholders will have the same right to participate in the Meeting as those who participated when our annual meetings were held in-person.
Registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder) will be able to attend, submit questions and vote at the Meeting online at https://virtual-meetings.tsxtrust.com/en/1772. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.
Any changes in the Meeting format, including the Meeting location and Meeting date that may be required, will be announced by the Company in a press release, which will be filed under Aritzia's profile on SEDAR+ at www.sedarplus.com and on the Company's website at investors.aritzia.com. Please monitor the Company's press releases for updated information, including any changes to the Meeting.
You have the right to vote
You are entitled to receive notice of and vote at the Meeting or any adjournment or postponement of the Meeting if you were a holder of our Subordinate Voting Shares or Multiple Voting Shares at the close of business on the record date, which the board of directors of the Company has fixed as May 15, 2025.
Your vote is important
As an Aritzia shareholder, it is important that you read the accompanying Management Information Circular carefully. You have different voting rights depending on whether you own Subordinate Voting Shares or Multiple Voting Shares.
You are entitled to vote at the Meeting online at https://virtual-meetings.tsxtrust.com/en/1772 (registered shareholders and beneficial shareholders who have appointed themselves as their proxyholder) or in advance of the Meeting by proxy (all shareholders). Even if you plan on voting at the Meeting, you are encouraged to vote your shares using the enclosed proxy form or voting instruction form, as applicable.
Registered shareholders should complete and sign the enclosed proxy form and return it in the envelope provided. Alternative methods of voting by proxy are outlined in the accompanying Management Information Circular.
Proxies must be received by the Company's transfer agent, TSX Trust Company, by mail at 301-100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department or sent by facsimile to 1-416-595-9593, by no later than 3:00 p.m. (Vancouver time) on July 4, 2025 or two business days before the commencement of any adjournment(s) of the Meeting. Alternatively, registered shareholders and duly appointed proxyholders may attend the Meeting online and vote online in accordance with the instructions provided in the accompanying Management Information Circular.
If you are a non-registered shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting shares held through intermediaries.
Shareholders who wish to appoint a proxyholder other than the persons designated by the Company on the proxy form or voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder in order to attend, vote and ask questions at the Meeting online) must carefully follow the instructions in the accompanying Management Information Circular and on their proxy form or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company, after submitting their proxy form or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a meeting access number from TSX Trust Company that is required for them to vote and ask questions at the Meeting and, consequently, only being able to attend the Meeting online as a guest. To register your proxyholder, you or your proxyholder MUST visit https://tsxtrust.com/resource/en/75, complete the form and return it to TSX Trust Company ([email protected]), so that TSX Trust Company may verify the appointment and provide the proxyholder with a meeting access number via email. You or your proxyholder must register the proxyholder with TSX Trust Company by no later than 3:00 p.m. (Vancouver time) on July 4, 2025 or two business days before the commencement of any adjournment(s) of the Meeting. Non-registered shareholders located in the United States must also provide TSX Trust Company with a duly completed legal proxy if they wish to vote at the Meeting or appoint a third party as their proxyholder.
Considering a possible Canada Post labour strike, the Company encourages shareholders to vote using one of the voting methods, besides mail, that is set out in your voting instruction form or proxy to ensure your vote is received by the applicable deadline.
Notice and access
This year, as permitted by Canadian securities regulators, we are using "notice-and-access" to deliver our Meeting materials. Accordingly, this Notice of Meeting and the accompanying Management Information Circular, and Aritzia's audited annual financial statements for the financial year ended March 2, 2025, along with the related management's discussion and analysis, have been posted at https://docs.tsxtrust.com/2035 and under Aritzia's profile on www.sedarplus.com.
Shareholders can contact our transfer agent, TSX Trust Company, toll free at 1-866-600-5869 or by email at [email protected], for more information regarding notice-and-access or with questions regarding how to vote their shares.
Questions
Shareholders who have any questions about the information contained in the accompanying Management Information Circular or need assistance in completing their proxy form or voting instruction form, should contact Investor Relations at [email protected].
Shareholders are reminded to review the Management Information Circular before voting.
By order of the Board of Directors,
(signed) Ada San
Ada San
VP Legal & Corporate Secretary
Vancouver, British Columbia
May 26, 2025