CCL Industries Inc. - Proxy Solicitation & Information Statement 2024

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF CCL INDUSTRIES INC. MAY 9, 2024

NOTICE is hereby given that the annual and special meeting (the "Meeting") of shareholders of CCL INDUSTRIES INC. (the "Company") will be held at the corporate offices of the Company at Suite 801, 111 Gordon Baker Road, Toronto, Ontario M2H 3R1, at 2:00 p.m. (Toronto time), on Thursday, May 9, 2024, for the following purposes:

to receive the 2023 Annual Report of the Company containing the audited consolidated financial statements of the Company for the financial years ended December 31, 2023, and December 31, 2022, and the auditor’s report thereon;
to elect 10 directors;
to re-appoint the auditor and authorize the directors to fix the auditor’s remuneration;
to consider, and if thought appropriate, to approve an ordinary resolution in the form attached as Schedule A, authorizing an amendment to the Company’s Deferred Share Unit Plan for Non-Employee Directors (the “DSU Plan”) to increase the number of Class B non-voting shares reserved and available for issuance by 200,000 Class B non-voting shares; and
to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

By Order of the Board of Directors,

Suzana Furtado Corporate Secretary

Toronto, Ontario March 15, 2024

NOTES TO NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Holders of Class B non-voting shares of the Company are not entitled to vote on any matters proposed for consideration at the Meeting.
Registered holders of Class A voting shares who are unable to be present at the Meeting in person are requested to specify on the accompanying form of proxy the manner in which the shares represented thereby are to be voted and to date, sign and return the same to TSX Trust Company using a voting method described on page four below.
If you are a non-registered holder of Class A voting shares and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or intermediary.
As provided in the Canada Business Corporations Act , the directors have fixed a record date of March 22, 2024. Accordingly, holders of Class A voting shares registered on the books of the Company at the close of business on March 22, 2024, are entitled to notice of and to vote at the Meeting.
A copy of the 2023 Annual Report of the Company containing the financial statements referred to in this notice accompanies this notice.

==> picture [90 x 40] intentionally omitted <==

MANAGEMENT PROXY CIRCULAR OF CCL INDUSTRIES INC.

SOLICITATION OF PROXIES AS OF MARCH 15, 2024 FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2024

SOLICITATION OF PROXIES ..................................................................................................................... 4 NOTICE-AND-ACCESS ............................................................................................................................... 4 HOW TO VOTE YOUR SHARES ................................................................................................................ 4 APPOINTMENT OF PROXYHOLDER ........................................................................................................ 5 REVOCATION OF PROXIES ...................................................................................................................... 5 EXERCISE OF DISCRETION BY PROXYHOLDER ................................................................................... 5 DUAL CLASS SHARE STRUCTURE .......................................................................................................... 6 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .............................................. 7 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ...................................... 7 PARTICULARS OF MATTERS TO BE ACTED UPON ............................................................................... 8 Election of Directors ................................................................................................................................ 8 Appointment and Remuneration of Auditor ........................................................................................... 19 Amendment to the DSU Plan for Non-Employee Directors .................................................................. 19 CALCULATION OF FOREIGN EXCHANGE AND OTHER VALUES........................................................ 23 USE OF NON-IFRS MEASURES .............................................................................................................. 24 Adjusted Basic Earnings per Class B non-voting Share ....................................................................... 24 Operating Income.................................................................................................................................. 24 NAMED EXECUTIVE OFFICERS ............................................................................................................. 24 COMPENSATION DISCUSSION AND ANALYSIS ................................................................................... 25 Compensation and the Human Resources Committee ........................................................................ 25 Compensation Decision Making ........................................................................................................... 25 Human Resources Committee and Compensation Advisors ............................................................... 26 Compensation Advisor .......................................................................................................................... 26 Compensation Risk Management ......................................................................................................... 26 Recoupment Policy (Claw Back) ........................................................................................................... 27 Succession Planning ............................................................................................................................. 27 Compensation Philosophy and Program Objectives ............................................................................ 28 Benchmarking Compensation ............................................................................................................... 28 Compensation Elements ....................................................................................................................... 29 Fixed Compensation ............................................................................................................................. 30 Base Salaries .................................................................................................................................... 30 Variable Compensation ......................................................................................................................... 30 Annual Incentive Plans ...................................................................................................................... 30 Long-Term Incentive Plans ............................................................................................................... 32 2019-2023 LTIP ................................................................................................................................. 32 Employee Stock Option Plan ............................................................................................................. 33 2017-2025 LTRP ............................................................................................................................... 33 2019 LTRP ........................................................................................................................................ 34 Performance Stock Unit Plan ............................................................................................................ 34 Restricted Stock Unit Plan ................................................................................................................. 34 Executive Share Ownership Requirements .......................................................................................... 35 Compensation of the CEO .................................................................................................................... 35 CEO Pay-For-Performance ................................................................................................................... 37 Realizable Pay Analysis ........................................................................................................................ 37 Compensation of Other Named Executives .......................................................................................... 38

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 2

SUMMARY COMPENSATION TABLE- NAMED EXECUTIVE OFFICERS .............................................. 43 INCENTIVE PLAN AWARDS ..................................................................................................................... 45 Outstanding Share-Based Awards and Option-Based Awards as of December 31, 2023 .................. 45 Incentive Plan Awards—Value Vested or Earned During 2023 ............................................................ 45 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ................. 46 Securities Authorized for Issuance under Equity Compensation Plans ............................................... 46 Employee Stock Option Plan ................................................................................................................ 46 Deferred Share Unit Plan ...................................................................................................................... 48 2017-2025 LTRP ................................................................................................................................... 49 2019 LTRP ............................................................................................................................................ 50 PSU Plan ............................................................................................................................................... 53 RSU Plan .............................................................................................................................................. 55 PENSION PLAN BENEFITS ...................................................................................................................... 57 Defined Contribution Plans ................................................................................................................... 57 Deferred Compensation Plan................................................................................................................ 57 TERMINATION AND CHANGE OF CONTROL BENEFITS ...................................................................... 59 Summary Table of Termination and Change of Control Benefits ......................................................... 59 Employment Agreements ...................................................................................................................... 60 Change of Control ................................................................................................................................. 60 COMPENSATION OF DIRECTORS .......................................................................................................... 61 2023 Director Compensation Table ...................................................................................................... 62 SHARE-BASED AND OPTION-BASED AWARDS TO DIRECTORS ....................................................... 63 Outstanding Share-Based Awards and Option-Based Awards to Directors ......................................... 63 as of December 31, 2023 ...................................................................................................................... 63 Share-based Awards, Option-based Awards and Non-equity Incentive Plan ...................................... 64 Compensation to Directors Vested or Earned During 2023 ................................................................. 64 Indebtedness of Directors and Executive Officers to the Company and its Subsidiaries under Securities Purchase and Other Programs ............................................................................................ 64 Related Party Transactions ................................................................................................................... 64 DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE ......................................................................... 64 STATEMENT OF CORPORATE GOVERNANCE PRACTICES ............................................................... 65 Independence of Directors .................................................................................................................... 66 Matrix of Skills and Competencies ........................................................................................................ 71 The Mandate of the Board .................................................................................................................... 74 Board Committees ................................................................................................................................ 75 Charter of the Audit Committee ............................................................................................................ 75 Charter of the Human Resources Committee ....................................................................................... 77 Charter of the Nominating and Governance Committee ...................................................................... 79 Charter of the Corporate Social Responsibility Committee .................................................................. 80 Composition of Board Committees ....................................................................................................... 82 Interlocking Directors ............................................................................................................................ 82 Overboarding ........................................................................................................................................ 82 Equity Ownership Requirements .......................................................................................................... 82 Board Diversity Policy ........................................................................................................................... 83 Orientation of New Directors and Continuing Education of Directors ................................................... 84 Disclosure Policy ................................................................................................................................... 85 Climate Change .................................................................................................................................... 86 External Auditor Service Fees .............................................................................................................. 86 Auditor Assessment .............................................................................................................................. 87 SHAREHOLDER ENGAGEMENT ............................................................................................................. 87 SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING ..................................................... 88 ADDITIONAL INFORMATION ................................................................................................................... 88 GENERAL .................................................................................................................................................. 88 SCHEDULE A ............................................................................................................................................ 89

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 3

SOLICITATION OF PROXIES

THIS MANAGEMENT PROXY CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF CCL INDUSTRIES INC. (THE “COMPANY”) FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS of the Company (the "Meeting") to be held at the corporate offices of the Company at Suite 801, 111 Gordon Baker Road, Toronto, Ontario M2H 3R1, at 2:00 p.m. (Toronto time), on Thursday, May 9, 2024, for the purposes set out in the accompanying notice of meeting (“Notice of Meeting”), and at any adjournment(s) thereof. The solicitation will be primarily by mail; however, the directors, officers and employees of the Company may also solicit proxies by telephone, by facsimile or in person. The cost of solicitation by management, as well as the cost of preparing and delivering this Management Proxy Circular and accompanying materials, will be borne by the Company.

NOTICE-AND-ACCESS

The Company has elected to use the notice-and-access procedure (“Notice-and-Access”) under National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , for the delivery of the Company’s Notice of Meeting and Management Proxy Circular and 2023 Annual Report (which includes the Company’s audited annual financial statements and management’s discussion and analysis (MD&A)) (the “Meeting Materials”) to all registered and beneficial shareholders for the Meeting. Under the provisions of Notice-and-Access, all shareholders will receive a Notice-and-Access Notice (“Notice”) containing information on how they can either access the Meeting Materials electronically instead of receiving a printed copy or, alternatively, how they can receive a printed copy of the Meeting Materials. Together with the Notice, holders of Class A voting shares will receive a proxy or a voting instruction form enabling them to vote at the Meeting. The Meeting Materials will be posted on www.meetingdocuments.com/TSXT/CCL as of April 5, 2024, and will remain on the website for one year thereafter. The Meeting Materials will also be available under the Company’s SEDAR+ corporate profile at www.sedarplus.ca as of April 5, 2024. The use of Notice-andAccess is an environmentally friendly and cost effective way to distribute the Meeting Materials because it reduces printing, paper and postage.

HOW TO VOTE YOUR SHARES

Registered Shareholders

You are a registered shareholder if your shares are held in your name and represented by a share certificate or direct registration statement of our transfer agent, TSX Trust Company.

Voting Methods

Email  Complete your proxy form, scan it and email it to [email protected].

Non-registered Shareholders

You are a non-registered shareholder if your shares are held in the name of an intermediary which may include, among others, banks, trust companies, securities dealers or brokers. If you receive a voting instruction form, it means you are a non-registered shareholder.

Voting Methods

Phone  You may enter your voting instructions by telephone at 1-800-454-8683.

Fax

 Complete your proxy form and return it to (416) 595-9593.

Online

 Vote at proxyvote.com using your computer or mobile device.

Mail

Return your completed proxy form in the included prepaid envelope to:  TSX Trust Company Attention: Proxy Department P.O. Box 721 Agincourt, ON M1S 0A1

Mail

 Return your completed voting instruction form in the included prepaid envelope.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 4

APPOINTMENT OF PROXYHOLDER

The persons named in the accompanying form of proxy are officers and directors of the Company and shall represent management at the Meeting. A holder of Class A voting shares desiring to appoint some other person (who need not be a shareholder of the Company) to represent him or her at the Meeting may do so by inserting such other person's name in the blank space provided in the form of proxy and delivering it to TSX Trust Company using a voting method described above. Proxy forms will be accepted any time up to and including 2:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting or any adjournment(s) thereof.

REVOCATION OF PROXIES

A proxy may be revoked by a holder of Class A voting shares (or, if such shareholder is a corporation, by a duly authorized officer or attorney thereof) by depositing an instrument in writing executed by the shareholder or by such shareholder's attorney authorized in writing (or, if the shareholder is a corporation, by an officer or attorney thereof authorized in writing) either with the Corporate Secretary of the Company at the Company's registered office at Suite 801, 111 Gordon Baker Road, Toronto, Ontario M2H 3R1, at any time up to and including 2:00 p.m. (Toronto time) on the last business day preceding the date of the Meeting or any adjournment(s) thereof, at which the proxy is to be used, or with the Chairman or the Secretary of the Meeting, up to the beginning of the Meeting or any adjournment(s) thereof. A proxy may also be revoked in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXYHOLDER

The Class A voting shares represented by the accompanying form of proxy will be voted for, against or withheld from voting on any ballot that may be called for in accordance with the instructions of the shareholder executing the proxy, and if such shareholder specifies a choice with respect to any matter to be acted on at the Meeting, the Class A voting shares will be voted for, against or withheld from voting accordingly. In the absence of such instructions, such shares will be voted:

FOR

the election of the directors, in favour of each of the nominees for director named in this Management Proxy Circular
the reappointment of KPMG LLP, Chartered Professional Accountants, as the auditor of the Company, in favour of such reappointment, and to authorize the directors to fix the remuneration of the auditor
the approval of an amendment to the Company’s Deferred Share Unit Plan for Non-Employee Directors (the “DSU Plan”) to increase the number of Class B non-voting shares reserved and -
available for issuance by 200,000 Class B non voting shares

Please refer to the second paragraph under the heading “Election of Directors” on page 8, concerning changes to the Canada Business Corporations Act (“CBCA”) on majority voting for directors.

The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting. As at the date of this Management Proxy Circular, management knows of no such amendments or other matters to come before the Meeting other than the matters specifically identified in the accompanying Notice of the Meeting. If, however, amendments or other matters properly come before the Meeting or any adjournment thereof, the persons designated in the accompanying form of proxy will vote thereon in accordance with their judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 5

DUAL CLASS SHARE STRUCTURE

The Company’s authorized share capital consists of an unlimited number of Class A voting shares and an unlimited number of Class B non-voting shares. The current dual class share structure was created pursuant to a capital reorganization completed in June 1983. Pursuant to articles of amendment (the “Articles of Amendment”) approved at a special meeting of the Company’s holders of common shares held on May 31, 1983, and filed on June 27, 1983, the Company reorganized its share capital by reclassifying its common shares into Class A voting shares and Class B non-voting shares on the basis that, for each three common shares held, shareholders would receive one Class A voting share and two Class B nonvoting shares. The share reorganization was completed in connection with the purchase by the Company from The Continental Group, Inc. of its Canadian metal packaging operations. The purchase was partially funded through proceeds raised by the public offering by way of prospectus of Class B non-voting shares from treasury.

The Articles of Amendment provided for the Class B non-voting shares to have a preferential dividend of $0.10 per share per annum more than the dividend payable on the Class A voting shares. At the time, the dividend on the Class A voting shares was $0.40 per share per annum and the dividend on the Class B non-voting shares was $0.50 per annum. Due to subsequent stock splits, the preferential dividend payable on the Class B non-voting shares is currently $0.01 per share per annum more than the dividend payable on the Class A voting shares (i.e., in 2023, dividends of $1.06 per share were paid on the Class B nonvoting shares and dividends of $1.05 per share were paid on the Class A voting shares). Each Class A voting share is convertible at the option of the holder into one Class B non-voting share. The Articles of Amendment also included the takeover protective provisions for the holders of Class B non-voting shares described below.

As at the date hereof, a private Ontario corporation (1281228 Ontario Inc.), owned as to 50% each by Donald G. Lang, Director and Executive Chairman of the Company, and Stuart W. Lang, Director, beneficially owns, or controls or directs, directly or indirectly, 11,209,400 Class A voting shares, being 95.4% of the outstanding Class A voting shares; and 13,655,924 Class B non-voting shares, being 8.2% of the outstanding Class B non-voting shares; or 14.0% of the total outstanding share capital of the Company. The board of directors (the “Board”) believes that the long-term investment perspective of the controlling shareholder has permitted the Company to make decisions that have contributed to growth in shareholder value. While the interests of the Class A voting shareholders and Class B non-voting shareholders are aligned on most matters that come before the Board, the Board nonetheless has governance practices in place to ensure that any conflicts of interest or potential conflicts of interest are identified and appropriately addressed. These practices include a majority of the members of the Board being independent (please refer to the section entitled “Independence of Directors” below); the appointment of a lead independent director; all of the members of the Nominating and Governance Committee, Audit Committee and Human Resources Committee being independent; the Nominating and Governance Committee considering and making a recommendation to the Board regarding any related party transaction; and an in camera session of independent directors only (which excludes the director representatives of the controlling shareholder) being held at each meeting of the Board, and of the Nominating and Governance Committee, Audit Committee and Human Resources Committee.

Except with respect to the voting rights of the holders of Class A voting shares hereinafter described, and the preferential dividend on the Class B non-voting shares described above, the Class A voting shares and the Class B non-voting shares otherwise rank equally in all respects under the Company’s articles.

The CBCA provides that each share of a corporation carries the right to vote in respect of certain transactions involving that corporation, even if such share does not otherwise carry the right to vote. Such transactions include an amalgamation with another corporation (other than with wholly owned subsidiaries), continuance under the laws of another jurisdiction, certain amendments to the articles of the corporation altering the corporation's share capital and a sale, lease or exchange of all or substantially all of the corporation's property, other than in the ordinary course of business of the corporation. Apart from such voting rights created under the CBCA, the holders of Class B non-voting shares do not normally have the right to vote at any meeting of shareholders of the Company. Holders of Class B non-voting shares

have no right to participate in a take-over bid made for the Class A voting shares of the Company.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 6

The Articles of the Company provide, however, that if a take-over bid is made for the Class A voting shares and the value of the consideration paid for any of such shares acquired exceeds 115% of the market price of the Class B non-voting shares (calculated in accordance with the Regulation to the Securities Act (Ontario) as such Regulation existed on June 27, 1983, being the date of creation of the Class B non-voting shares) and if it is determined by the directors of the Company, after the take-over bid is complete, that the offeror has become the beneficial owner of, or exercises control or direction over, Class A voting shares carrying more than 50% of the votes to which the holders of the Class A voting shares are entitled, there will be deemed to have been a change in control of the Company. In such event, the Class B non-voting shares will become entitled to one vote per share (but the dividend entitlement attached to such shares will thereafter be the same as the dividend entitlement attached to the Class A voting shares) unless the same offer is made to the holders of the outstanding Class B non-voting shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Each of the Company’s directors, other than Messrs. Donald G. Lang and Geoffrey T. Martin, are eligible to participate in the Company’s DSU Plan and each hold outstanding deferred share units under the DSU Plan. Please refer to “Particulars of Matters to be Acted Upon – Amendment to the DSU Plan for NonEmployee Directors” for further particulars of the DSU Plan and directors’ participation.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has established March 22, 2024, as the record date for the Meeting (the “record date”). As of March 15, 2024, there are 11,748,723 Class A voting shares and 166,358,375 Class B non-voting shares issued and outstanding. Each Class A voting share carries the right to one vote per share. The Class B non-voting shares, as stated above, carry no vote in respect of any matter identified in the Notice of the Meeting to be brought before the Meeting . Only the holders of Class A voting shares are entitled to vote on such matters. Each holder of issued and outstanding Class A voting shares of record at the time of the close of business on the record date will be given notice of the Meeting and will be entitled to vote at the Meeting in person or by proxy the number of Class A voting shares of record held by such holder on the record date.

To the knowledge of the directors and officers of the Company, the only person or company beneficially owning, or controlling or directing, directly or indirectly, 10% or more of the issued and outstanding Class A voting shares of the Company is 1281228 Ontario Inc., a private Ontario company that exercises control or direction over 11,209,400 Class A voting shares, being 95.4% of the issued and outstanding shares of that class on the date hereof. As described above, Donald G. Lang, Director and Executive Chairman of the Company, and Stuart W. Lang, Director, each own 50% of the issued and outstanding shares of 1281228 Ontario Inc.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 7

PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

The Articles of the Company provide that the Board of the Company shall consist of a minimum of five directors and a maximum of 15 directors. The Board of the Company has fixed the number of directors to be elected at the Meeting at 10. The persons named in the accompanying form of proxy intend to vote for the election of each of the 10 nominees, whose names are set forth below, unless a shareholder has specified in the form of proxy that such shares are to be voted against the election of any director or directors.

Each director elected will hold office until the next annual meeting of shareholders or until their successor is duly elected unless prior thereto, the director resigns or the director’s office becomes vacant by reason of death or other cause. Following amendments to the CBCA , which became effective on August 31, 2022, shareholders will be asked to vote “for” or “against” each director nominee. If, at a non-contested meeting, any director nominee receives more votes against than votes cast in favour of their election, then such nominee will not be elected as a director. If the nominee is an incumbent director, they may continue in office until the earlier of the 90[th] day after the election, or the day on which their successor is appointed or elected. In limited circumstances, the Board may reappoint an incumbent director, even if they do not receive majority support, to satisfy Canadian residency requirements or to satisfy the CBCA requirement that at least two directors are not also officers or employees of the Company or its affiliates. The Company will issue a news release following the election of directors disclosing the voting results.

At the annual meeting of shareholders of the Company held May 11, 2023, proxies were received for 11,454,189 out of 11,781,887 issued and outstanding Class A voting shares, representing 97.2% of the Company’s issued and outstanding Class A voting shares. Only holders of Class A voting shares are eligible to vote for the election of directors. Each of the persons standing for election as directors at that meeting received the following votes:

==> picture [467 x 159] intentionally omitted <==

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

Nominee Votes For % For Votes Against % Against
Angella V. Alexander 11,453,814 99.997 375 0.003
Linda G. Cash 11,453,889 99.997 300 0.003
Vincent J. Galifi 11,453,989 99.998 200 0.002
Kathleen L. Keller-Hobson 11,453,725 99.996 464 0.004
Donald G. Lang 11,453,525 99.994 664 0.006
Erin M. Lang 11,453,105 99.991 1,084 0.009
Stuart W. Lang 11,453,205 99.991 984 0.009
Geoffrey T. Martin 11,453,914 99.998 275 0.002
Douglas W. Muzyka 11,453,689 99.996 500 0.004
Thomas C. Peddie 11,453,394 99.993 795 0.007
----- End of picture text -----

The following tables and the notes thereto state the names of all persons proposed to be nominated for election as directors, all other positions and offices now held by them with the Company or any of its significant affiliates, their principal occupations or employments, their periods of service as directors of the Company (including any predecessor thereof), their attendance at Board and Committee meetings, the number of securities of the Company beneficially owned, controlled or directed, directly or indirectly, by each of them as of March 15, 2024, and a description of their primary areas of competency. Information as to the number of shares beneficially owned, controlled or directed, directly or indirectly by each nominee, not being within the knowledge of the Company, has been furnished by the respective nominees individually. Mr. Douglas W. Muzyka is retiring as a director effective the date of the Meeting.

The Board has constituted an Audit Committee, a Human Resources Committee, a Nominating and Governance Committee, and a Corporate Social Responsibility Committee (the “Committees”). Members of the Committees, as well as their Chairs, are identified in the tables set forth below.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 8

Independent

ANGELLA V. ALEXANDER

==> picture [515 x 389] intentionally omitted <==

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

Committee Memberships: Ms. Alexander’s principal occupation is Chief Human Resources Officer
at ATS Corporation, a global, industry-leading automation solutions
Member of the Human provider. As Chief Human Resources Officer, Ms. Alexander is
Resources Committee responsible for the development of the company’s people and execution
of its sustainability strategies. Prior to 2018, Ms. Alexander was Vice
Member of the Nominating & President Human Resources, Building Products and Integrated Supply
Governance Committee Chain, Home and Building Technologies at Honeywell International Inc.
From 1995 to 2015, she held various roles of increasing responsibility
Primary Competencies: within human resources at Ford Motor Company where she held
leadership positions within the US and Canada, as well as terms in the
 Human Resources United Kingdom, Romania and Brazil. Through her career, Ms. Alexander
 Global Experience has gained extensive global experience in industrial manufacturing,
 Manufacturing/Operations organisation transformation, and complex labour-related issues. Ms.
 Sustainability Alexander holds a Bachelor of Arts degree in Women’s Studies from the
University of Rochester. Ms. Alexander brings to the Board extensive
Director since: global expertise in the industrial and manufacturing sectors, particularly
February 1, 2023 in the areas of human resources and talent management, transformative
leadership, ESG, sustainability and automotive sector expertise.
Ontario, Canada
Age: 56
Attendance
Meetings of the Board [(6)] 6/6 100%
Meetings of the Human Resources Committee [(7)] 4/4 100%
Meetings of the Nominating and Governance Committee [(7)] 4/4 100%
Securities Held
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares & Market Value of
DSUs Shares & DSUs
March 15, 2024 Nil Nil Nil 3,539 3,539 $252,508
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- - Acquired 3,347
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 9

Independent

LINDA G. CASH

==> picture [519 x 431] intentionally omitted <==

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

Committee Memberships: Ms. Cash’s principal occupation is that of a corporate director. Prior to
January of 2021, Ms. Cash was Vice President, Global Quality and New
Member of the Audit Committee Model Launch of Ford Motor Company, a leading automobile producer.
Prior to 2016, Ms. Cash was Vice President, Manufacturing, Europe at Ford
Chair of the Corporate Social Motor Company and served on the boards of Ford Romania and Ford
Responsibility Committee Otosan in Turkey. During her 36-year career at Ford Motor Company, Ms.
Cash held roles of increasing responsibility in leadership positions and
Primary Competencies: gained extensive knowledge of global manufacturing engineering and
operations leadership within the automotive industry. Ms. Cash also served
 Global Experience as Executive Sponsor of the Ford African Ancestry Network and as a
 Risk Management member of Ford`s Black Lives Matter Taskforce. She also championed the
 Sector Expertise Ford High School Partnership Program and served on the STEAM
 Manufacturing/Operations leadership team. Ms. Cash was recognized as one of the 100 Leading
Women in the automotive industry and is passionate about the
representation and championing of women and minorities in the industry.
Director since: In 2020, Ms. Cash was recognized by Ford as an ERG (Employee Resource
January 18, 2021 Group) Executive Champion of the Year. Ms. Cash holds a Bachelor of
Science degree in Industrial Engineering from the Georgia Institute of
Georgia, U.S.A.
Technology and an MBA from the University of Phoenix. She also currently
Age: 61 serves on the Advisory Board of Georgia Institute of Technology. Ms. Cash
brings to the Board extensive global expertise in manufacturing and
operations, engineering, advocacy for diversity, innovation and
sustainability, along with a deep understanding of the global markets in
which the Company operates and automotive sector expertise.
Attendance
Meetings of the Board 6/6 100%
Meetings of the Audit Committee 4/4 100%
Meetings of the Corporate Social Responsibility Committee 4/4 100%
Securities Held
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares & Market Value
DSUs of Shares & DSUs
March 15, 2024 Nil Nil Nil 9,704 9,704 $692,380
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- - Acquired 3,955
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 10

Independent

VINCENT J. GALIFI

Committee Memberships: Chair of the Audit Committee Member of the Human Resources Committee

Primary Competencies :

C-Suite Experience
Corporate Governance/Public Companies
Accounting/Auditing  Capital Markets/ Financings
Director since: December 19, 2016 Ontario, Canada Age: 64

Mr. Galifi was appointed Company Advisor, Special Projects of Magna International Inc., a leading global automobile supplier, in January 2024. In this role, Mr. Galifi is a key advisor to Magna’s Chief Executive Officer on projects related to corporate strategy, including M&A investments, capital markets, investor relations and stakeholder engagement. From November 2021 to December 2023, Mr. Galifi served as President of Magna International Inc. as a key member of Magna’s executive team, responsible for providing strategic council to the executive management team on corporate strategy, capital markets and stakeholder relations. Prior to that, Mr. Galifi served as Magna’s Executive Vice President and Chief Financial Officer. During Mr. Galifi’s 35-year career at Magna, his responsibilities have included Director of Taxation & Insurance, Vice President & Controller, Vice President Finance and Executive Vice President Finance and Chief Financial Officer. Mr. Galifi, also served on the Executive Management Committee, President Management Committee and Compliance Council, as well as advisor to the Audit Committee and the Talent Oversight and Compensation Committee of Magna. Mr. Galifi has a Bachelor of Commerce degree, with high distinction, from the University of Toronto. He obtained his C.P.A. and CA designation in 1984 and is a member of the Chartered Professional Accountants of Canada. Mr. Galifi brings to the Board extensive international financial knowledge, strategic know how, global acquisition and capital markets experience and automotive sector expertise.

Attendance

==> picture [512 x 182] intentionally omitted <==

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

Meetings of the Board 6/6 100%
Meetings of the Audit Committee 4/4 100%
Meetings of the Human Resources Committees 4/4 100%
Securities Held
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares & Market Value
DSUs of Shares & DSUs
March 15, 2024 Nil 3,000 Nil 8,832 11,832 $844,213
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- - Acquired 697
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 11

Independent

KATHLEEN L. KELLER-HOBSON

==> picture [512 x 433] intentionally omitted <==

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

Lead Director Ms. Keller-Hobson’s principal occupation is that of a corporate director.
Prior to January 2015, Ms. Keller-Hobson was a business lawyer with 35
Committee Memberships: years of experience in public and private mergers and acquisitions,
corporate finance and corporate governance. From October 2011 to 2014,
Chair of the Nominating and she was a senior partner at Gowling Lafleur Henderson LLP and, from
Governance Committee October 2006 to 2011, she was a senior partner at Bennett Jones LLP,
both international law firms. Prior to October 2006, Ms. Keller-Hobson was
Primary Competencies: a senior partner at Torys LLP, also an international law firm, where she
practised law for 25 years. During her legal career, Ms. Keller-Hobson
 Mergers and advised global businesses and boards of directors on significant
Acquisitions transactions, critical business issues and risk management. She has
 Corporate Governance/ extensive international experience and was Managing Partner of Tory’s
Public Companies European office, resident in London, England, from 1986 to 1995. Ms.
 Legal/Regulatory Keller-Hobson is also a member of the board of directors of Premium
 Capital Markets/Financings Brands Holdings Corporation (TSX: PBH), which owns a broad range of
leading specialty food manufacturing and differentiated food distribution
businesses with operations in Canada and the United States. From 2017
to 2022, Ms. Keller-Hobson was a member of the board of directors of the
Director since:
Greater Toronto Airports Authority, which operates Toronto Pearson
January 1, 2015 International Airport. She obtained her Bachelor of Laws degree (magna
Ontario, Canada cum laude) from the University of Ottawa in 1979 and is an inductee to its
Common Law Honour Society. She holds the Institute of Corporate
Age: 67
Directors, Director Designation (ICD.D). Ms. Keller-Hobson brings to the
Board extensive global experience in mergers and acquisitions and
business ventures, corporate finance, public companies, corporate
governance, ESG and risk management.
Attendance
Meetings of the Board 6/6 100%
Meetings of the Nominating and Governance Committee 5/5 100%
Securities Held
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares & Market Value
DSUs of Shares & DSUs
March 15, 2024 Nil 4,250 Nil 11,123 15,373 $1,096,864
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- - Acquired 736
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 12

Not Independent

DONALD G. LANG

==> picture [512 x 392] intentionally omitted <==

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

Executive Chairman of the Board Mr. Donald Lang is Executive Chairman of the Company. Prior to May
of 2008, Mr. Lang was Vice Chairman and CEO and, prior to May of
Primary Competencies: 2005, President and CEO. He has held positions of progressive
responsibility in the Company and its subsidiaries since 1982,
 C-Suite Experience including President of the Company’s then largest division, CCL
 Strategy Development Custom Manufacturing, Inc., based in Chicago. Mr. Lang holds a
 Corporate Governance/Public business graduate degree (HBA) from the Ivey Business School and
Companies an honorary Doctor of Laws (LL.D) degree, both from the University of
 Sector Expertise Western Ontario. Mr. Lang is also a member of the board of CCC
Group, formerly known as Canada Colors and Chemicals Limited and
a board member of Sunnybrook Health Sciences Centre. Mr. Lang
brings to the Board his intimate knowledge of the Company, including
its key people, customers and markets.
Director since:
May 23, 1991
Ontario, Canada
Age: 69
Attendance
Meetings of the Board 6/6 100%
Securities Held
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares & Market Value of
DSUs Shares & DSUs
March 15, 2024 5,605,450 (2) 7,623,751 (2)(4) Nil Nil 13,229,201 $958,757,934
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- Disposed 1,718,192 -
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 13

Not Independent

ERIN M. LANG

==> picture [512 x 371] intentionally omitted <==

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

Committee Memberships: Ms. Lang is currently the Managing Director of LUMAS Canada, a for-
profit distributor of limited edition photographic art. Prior to April 2014,
Member of the Corporate Social she was Major Gifts Officer for the Alzheimer Society Toronto, and
Responsibility Committee held marketing and communications management roles at a boutique
communications agency and start-up in New York City. Ms. Lang has
Primary Competencies: over 15 years’ experience in marketing, communications and digital
strategy. In her current role, in addition to small business
 Strategy Development management and operations experience, she is responsible for
 Human Resources LUMAS Canada’s multi-channel retail sales and marketing strategy,
 Sales/Marketing - Business to including online brand engagement and development. Ms. Lang is
Business currently a director for The Lang Family Foundation and serves as an
 Sales/Marketing - Business to advisor to select private for-profit companies and not-for-profit
Consumer charities. Ms. Lang has a Master of Science degree in Non-profit
Management from the Milano School of Management and Urban
Director since: Policy and a Bachelor of Science degree in Communications from
Boston University. She brings to the Board her in-depth knowledge of
December 19, 2016
the Company, and retail and e-commerce sector expertise.
Ontario, Canada
Age: 39
Attendance
Meetings of the Board 6/6 100%
Meetings of the Corporate Social Responsibility Committee 4/4 100%
Securities Held
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares & Market Value of
DSUs Shares & DSUs
March 15, 2024 Nil 715,864 [(4)] Nil 10,160 726,024 $51,801,812
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- Disposed Acquired 720
160,100
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 14

Not Independent

STUART W. LANG

==> picture [515 x 415] intentionally omitted <==

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

Committee Memberships: The principal occupation of Mr. Stuart Lang is that of a corporate director.
Prior to November of 2015, Mr. Lang was Head Football Coach for Guelph
Member of the Corporate University. Prior to his retirement as an officer of the Company on January
Social Responsibility 31, 2006, Mr. Lang was President of CCL Label International, and was
Committee headquartered in England. Mr. Lang has a bachelor’s degree in chemical
engineering from Queen’s University at Kingston, Ontario. Following a
Primary Competencies: very successful early career with the Edmonton Eskimos of the Canadian
Football League, Mr. Lang became involved in the Company in 1982,
 Global Experience moving through positions of progressive responsibility and gaining depth
 Manufacturing/Operations of industry knowledge. As a result, Mr. Lang brings to the Board wide
 Sector Expertise experience in the technology, manufacturing and markets of the label
 Sustainability industry as well as a thorough knowledge of the CCL segment of the
Company.
Director since:
May 23, 1991
Ontario, Canada
Age: 73
Attendance
Meetings of the Board 6/6 100%
Meetings of the Corporate Social Responsibility Committee 4/4 100%
Securities Held
Market Value of
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares &
Shares & DSUs
DSUs
March 15, 2024 5,604,700 9,922,060 Nil 37,392 15,564,152 $1,122,686,781
(2) (2)(5)
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- Acquired Acquired 1,189
816,992
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 15

Not Independent

GEOFFREY T. MARTIN

==> picture [107 x 159] intentionally omitted <==

President and CEO

Primary Competencies:

C-Suite Experience
Global Experience  Mergers and Acquisitions  Acquisition Integration

Mr. Martin joined the Company as President of the CCL segment in April 2001. In May 2008, he assumed the role of President and CEO of the Company. Educated in the U.K., Mr. Martin is an international business leader with a proven track record in turnarounds, mergers and acquisitions. Mr. Martin has extensive experience building greenfield businesses in both consumer and industrial markets. Prior to joining the Company, he was the Senior Group Vice President, Worldwide Converting Graphic and Specialty Tapes, with Avery Dennison Company. Mr. Martin brings to the Board his thorough industry knowledge and his understanding and appreciation of operating issues as well as his first-hand experience in mergers and acquisitions and the integration of newly acquired facilities.

Director since: October 27, 2005 Massachusetts, U.S.A. Age: 69

==> picture [539 x 199] intentionally omitted <==

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

Attendance
Meetings of the Board 6/6 100%
Securities Held
As at: Class A Class B Options [(1)] RSUs [(3)] PSUs [(3)] DSUs [(3)] Total Shares, Market Value of
Shares Shares RSUs, PSUs & Shares, RSUs &
DSUs DSUs
March 15, 2024 Nil 681,953 Nil 81,419 257,093 Nil 1,020,465 $72,810,178
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares RSUs PSUs DSUs
- Acquired 18,114 Acquired 725 - -
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 16

Independent

THOMAS C. PEDDIE

==> picture [519 x 460] intentionally omitted <==

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

Committee Memberships: Mr. Peddie's principal occupation is that of a corporate director with 45 years
of experience in public accounting, the packaged goods industry and media
Member of the Audit and entertainment. Prior to September 1, 2016, Mr. Peddie was the founding
Committee Executive Vice President and CFO of Corus Entertainment Inc., a publicly
traded media and entertainment company listed on the TSX. He is also a
Member of the Nominating retired director of Amex Bank of Canada, where he was the Audit Committee
and Governance Committee chair. Mr. Peddie is currently a member of the Audit Committee and
Nominating and Governance Committee and is the former chair of the Audit
Primary Competencies: Committee. Mr. Peddie is also the past chair of the Corporate Oversight and
Governance Board at CPA Canada, a committee which focuses on issues of
 Risk Management good corporate governance for public, private and not-for-profit corporations.
 Corporate He previously chaired the Risk Oversight and Governance Board at CPA
Governance/Public Canada. Mr. Peddie has been President of WIC Western International
Companies Communication; acting President, CFO, and Senior Vice President,
 Accounting/Auditing Operations, of CTV Television Network; and CFO of The Toronto Sun
 Capital Markets/ Publishing Company, Canada Packers, and for the international operations of
Financings Campbell Soup in Camden, New Jersey. Mr. Peddie is a chartered accountant
and was awarded his FCA designation, as recognition of his commitment to
Director since:
the profession, by the Institute of Chartered Accountants of Ontario in
June 4, 2003 September 2003. He holds an honours Bachelor of Commerce degree from
Ontario, Canada the University of Windsor. Along with his knowledge in matters of finance in
both the domestic and international markets, Mr. Peddie has experience
Age: 76
concerning the financial reporting and control requirements of the TSX, the
Province of Ontario, the New York Stock Exchange and the U.S. Securities
Exchange Commission. He also has extensive experience in mergers,
acquisitions and strategy, including an understanding of emerging ESG issues
and reporting.
Attendance
Meetings of the Board 6/6 100%
Meetings of the Audit Committee 4/4 100%
Meetings of the Nominating and Governance Committee 5/5 100%
Securities Held
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares & Market Value of
DSUs Shares & DSUs
March 15, 2024 Nil 5,700 Nil 173,285 178,985 $12,770,580
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- Disposed 2,800 Acquired 3,533
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 17

Independent

CLAUDE TESSIER

==> picture [519 x 487] intentionally omitted <==

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

Committee Memberships: Claude Tessier - Mr. Tessier’s principal occupation is that of corporate
director. Prior to July 2023, Mr. Tessier served as Chief Financial Officer of
Member of the Audit Alimentation Couche-Tard Inc., a multinational operator of convenience
Committee stores, mainly operating under the Couche-Tard, Circle K and Ingo brands.
Prior to joining Alimentation Couche-Tard, Mr. Tessier was President of the
Member of the Nominating IGA Operations Business Unit at Sobeys Inc. from 2012 to 2016, and prior to
and Governance Committee that was Senior Vice President, Finance & Strategic Planning of Sobeys
Québec from 2003 to 2012. Mr. Tessier also served on the Executive
Primary Competencies: Committee of Sobeys Inc. Prior to his roles at Sobeys, Mr. Tessier gained
more than 15 years of experience in senior financial leadership positions with
 C-Suite Experience Provigo Inc., a Loblaw company, and Costco Wholesale Canada Ltd. Mr.
 Mergers and Tessier has also held prior management positions with Mallette International
Acquisitions and PricewaterhouseCoopers. Mr. Tessier currently serves on the board of
 Corporate the TMX Group Limited, and is a member of the Derivatives Committee, the
Governance/Public Self-Regulatory Oversight Committee, and is Chairman of the Finance and
Companies Audit Committee. He also serves on the Board of WSP Global Inc. and is a
Director since:  Accounting/Auditing member of the Audit Committee. Mr. Tessier is a recently retired director of
Hydro-Québec where he was a member of the Audit Committee. He is also
December 1, 2023 past director and Audit Committee member of CrossAmerica Partners LP, a
Québec, Canada US public company, and past Chairman of Circle K AS, the European division
of Alimentation Couche-Tard Inc. operating Statoil Fuel & Retail ASA, the retail
Age: 60
gasoline filling stations. He also served on the board of La Maison de la
Sérénité de Laval, a centre providing free-of-charge quality palliative care, and
participated, on a yearly basis, in its fundraising campaign. Mr. Tessier holds
a Bachelor of Accounting degree from the Université du Québec à Montréal in
1986 and has been a member of the Canadian Institute of Chartered
Accountants since 1987. He brings to the Board deep financial expertise, as
well as extensive experience in capital markets and financings, global mergers
and acquisitions, strategic planning, operations and risk management, and
governance of publicly traded companies.
Attendance
Meetings of the Board [(8)] 1/1 100%
Meetings of the Audit Committee [(9)] n/a n/a
Meetings of the Nominating and Governance Committee [(9)] n/a n/a
Securities Held
As at: Class A Shares Class B Shares Options [(1)] DSUs [(3)] Total Shares & Market Value of
DSUs Shares & DSUs
March 15, 2024 Nil Nil Nil 533 533 $38,030
Net Change in Equity Ownership Since March 17, 2023
Class A Shares Class B Shares DSUs
- - Acquired 533
Public Board Interlocks
None
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 18

NOTES:

(1) Values set forth below the heading “Options” constitute vested and unvested options to purchase Class B non-voting shares held by the director. Directors do not participate in the Company’s Employee Stock Option Plan in their capacity as directors. Options previously held by Mr. Geoffrey Martin were received by him only in his capacity as a corporate officer and employee, and not in his capacity as a director.
(2) Included in the shareholdings shown in the table for each of Mr. Donald G. Lang and Mr. Stuart W. Lang are one half of the 11,209,400 Class A voting shares and 13,655,924 Class B non-voting shares of the Company over which 1281228 Ontario Inc., a private Ontario corporation, exercises control or direction. Mr. Donald G. Lang and Mr. Stuart W. Lang each own one half of the shares of 1281228 Ontario Inc.
(3) “DSUs” are ‘deferred share units’ described under the heading ‘Deferred Share Unit Plan,’ on page 48 below. RSUs are ‘restricted stock units’ described under the heading ‘Restricted Stock Unit Plan’ on page 34 below. PSUs are ‘performance stock units’ described under the heading ‘Performance Stock Unit Plan’ on page 34 below.
(4) Included in the shareholdings shown in the table for each of Mr. D. Lang and Ms. E. Lang are 715,864 Class B nonvoting shares of the Company held by a foundation of which they are directors.
(5) Included in the shareholdings shown in the table for Mr. S. Lang, are 2,976,048 Class B non-voting shares of the Company held by two foundations of which he is a director.
(6) Ms. Alexander was appointed a director on February 1, 2023.
(7) Ms. Alexander was appointed a member of the Human Resources Committee and Nominating and Governance Committee as of February 1, 2023.
(8) Mr. Tessier was appointed a director on December 1, 2023
(9) Mr. Tessier was appointed a member of the Audit Committee and Nominating and Governance Committee as of December 1, 2023.

Appointment and Remuneration of Auditor

Unless authority to vote is withheld, persons named in the accompanying form of proxy intend to vote for the reappointment of KPMG LLP, Chartered Professional Accountants, of Toronto, Ontario, as the auditor of the Company to hold such appointment until the next annual meeting of shareholders, and to authorize the directors of the Company to fix the remuneration of the auditor. KPMG LLP has been the auditor of the Company for more than five years.

Amendment to the DSU Plan for Non-Employee Directors

The Meeting will be asked to consider, and, if thought appropriate, to approve an ordinary resolution in the form attached as Schedule A authorizing an amendment to the Company’s DSU Plan to increase the number of Class B non-voting shares reserved and available for issuance by 200,000. The DSU Plan was originally established effective January 1, 2004, and has been subsequently amended and restated as of November, 2009, November 30, 2015, February 22, 2019, August 6, 2020, and further amended and restated as of February 22, 2024. The participants under the DSU Plan are the non-employee members of the Board of the Company (“Eligible Directors”). The DSU Plan provides that the amounts due upon the redemption of Deferred Share Units (“DSUs”) are to be satisfied by the issuance of Class B non-voting shares from treasury or, at the sole option of the Company, by payment in cash. The number of DSUs reserved for issuance under the DSU Plan is 550,000 Class B non-voting shares. Substantially all of the Class B non-voting shares previously reserved under the DSU Plan have been issued or allotted for issuance and, accordingly, the Company is proposing to reserve an additional 200,000 Class B non-voting shares for issuance under the DSU Plan, such that the maximum number of Class B non-voting shares that have been issued or which could be issuable under the DSU Plan will be increased to 750,000 Class B non-voting shares.

As of the date hereof, 267,913 DSUs have been granted to directors of the Company and remain outstanding, with the associated Class B non-voting shares representing approximately 0.16% of the issued and outstanding Class B non-voting shares. See the details of the number of DSUs outstanding under the name of each Eligible Director at “Particulars of Matters to be Acted Upon” – Election of Directors” – “Securities Held”.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 19

Overview

Under the terms of the DSU Plan, Eligible Directors may elect to receive, in lieu of total cash remuneration that would otherwise be payable to such directors or any portion thereof, the number of DSUs equivalent to such cash remuneration. Such DSUs are awarded on a quarterly basis in lieu of all or part of the fees owing to them. As a matter of Company policy, directors who have achieved their equity ownership requirement of three times their annual retainer, are no longer eligible to receive their cash compensation in DSUs. In addition, the Board, in its discretion, may award additional DSUs to Eligible Directors; provided that the number of additional DSUs which may be awarded to any one Eligible Director in any one year is limited to such number of DSUs having a fair market value (as determined under the DSU Plan) of no more than $150,000 in the aggregate.

A DSU is a bookkeeping entry equivalent to one Class B non-voting share. The number of DSUs credited to an account maintained for each participating director is calculated by dividing the cash remuneration that would otherwise be payable by the fair market value of a Class B non-voting share of the Company on the date of issue of the DSU. Fair market value is calculated under the DSU Plan as the simple average of the high and low trading prices of the Class B non-voting shares for the five trading days immediately preceding the date of issue or redemption, as the case may be. DSUs vest immediately when granted but cannot be redeemed or paid out until such time as the Eligible Director ceases to be a director of the Company. Upon a person ceasing to be a director, such person will have until December 1 of the calendar year following his or her retirement from the Board to redeem his or her DSUs. Under the terms of the DSU Plan upon redemption, a holder of DSUs is entitled to receive the number of Class B non-voting shares issued from treasury equating to the number of his or her DSUs (less an adjustment for requisite statutory withholdings), or, at the sole option of the Company, a cash amount equal to the fair market value of an equal number of Class B non-voting shares on the date of notification of redemption. It is the Company’s intention to satisfy redemptions of DSUs by the issuance of treasury shares, though it has the option to settle in cash where the issuance of treasury shares would not be appropriate.

Description of Provisions of the DSU Plan

The following is a description of the provisions of the DSU Plan, including the proposed amendment to increase the number of Class B non-voting shares issuable:

Shares Available: The Board may at any time and from time to time, in accordance with the DSU Plan, reserve and/or issue such number of treasury Class B non-voting shares in respect of DSUs granted as the Board may determine; provided that the maximum number of Class B non-voting shares issuable under the DSU Plan shall be 750,000 Class B non-voting shares or such greater number as shall have been duly approved by the board and, if required, by the TSX and the shareholders of the Company, from time to time. The number of Class B non-voting shares issuable at any time to any one person pursuant to the DSU Plan and other share compensation arrangements of the Company shall not exceed 5% of the sum of the number of Class B non-voting shares and Class A voting shares of the Company then issued and outstanding (the “Outstanding Issue”). There is no restriction on the redemption of DSUs for cash. “Share compensation arrangements” means any compensation or incentive mechanism involving the issuance or potential issuance of Class B non-voting shares of the Company, including without limitation, a purchase from treasury of Class B non-voting shares where the purchase is financially assisted by the Company, a stock option, a stock option plan and a stock appreciation right involving the issuance of Class B nonvoting shares from treasury.

Administration: The DSU Plan is administered by the Nominating and Governance Committee of the Board.

Participation: Participation in the DSU Plan is open to any member of the Board from time to time who is neither an employee nor an officer of the Company or any subsidiary of the Company on the date of election, re-election, appointment or re-appointment.

Insider Limits: The number of Class B non-voting shares issuable at any time to Insiders pursuant to DSUs granted under the DSU Plan, together with Class B non-voting shares issuable to Insiders pursuant to all other share compensation arrangements shall not, collectively, exceed 10% of the Outstanding Issue. In

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 20

addition, the number of Class B non-voting shares issued to Insiders pursuant to DSUs granted under the DSU Plan, together with Class B non-voting shares issued to Insiders pursuant to all other share compensation arrangements shall not, collectively, within any one year period, exceed 10% of the Outstanding Issue. For the purposes hereof, “Insider” includes directors and officers (and their respective associates) of the Company and of certain subsidiaries of the Company.

Payment and Elections: An Eligible Director may elect to receive a portion of his or her annual remuneration in DSUs (including any additional amount awarded in respect of being the chair of a committee or any meeting fees or other fees) in any combination of cash or DSUs. In order to participate in the DSU Plan, an Eligible Director must deliver a written election to the Company before the beginning of the calendar year for which the election is to apply. If no election is made before the beginning of a calendar year, and no prior election remains effective, the Eligible Director shall be deemed to have elected to be paid in cash for that period.

DSU Accounts: Accounts will be maintained on the books of the Company for each Eligible Director participating in the DSU Plan, to which DSUs granted under the DSU Plan will be credited. If an Eligible Director elects to receive all or a portion of his or her remuneration in the form of DSUs, there will be credited to such account maintained for that Eligible Director that number of DSUs (including fractional DSUs) determined by dividing (i) the amount of remuneration that the Eligible Director elects to receive in DSUs by (ii) the fair market value of a Class B non-voting share on the date that an Eligible Director’s compensation would otherwise be payable entirely in cash.

Dividends: When dividends are paid on Class B non-voting shares, each Eligible Director participating in the DSU Plan shall be credited on the dividend’s payment date with dividend equivalents in respect of the number of DSUs held in such Eligible Director’s account as of the record date for such dividend so declared. Such dividend equivalents shall be converted into additional DSUs (including fractional DSUs) based on the fair market value of the Class B non-voting shares on the date the dividends are paid to the shareholders of record.

Award of Additional Compensation: The Board, on an annual basis as part of the review of directors’ compensation, may award Eligible Directors additional compensation in the form of DSUs. In determining whether to grant any additional DSUs, the Board will consider comparative compensation levels of peer companies and such other criteria as the Board deems appropriate in its sole discretion. Any DSUs so awarded shall be administered in the same manner and be subject to the same terms and conditions as DSUs credited in respect of compensation otherwise payable to Eligible Directors. The Board may in its sole discretion, require that any additional DSUs awarded be subject to such conditions as it may deem appropriate in the circumstances. For greater certainty, the number of additional DSUs which may be awarded to any one Eligible Director in any one year shall be limited to such number of DSUs having a fair market value (determined based on the date(s) awarded) of no more than $150,000 in the aggregate.

Payment: An Eligible Director who has ceased to be a director of the Company for any reason (including death) may redeem all (but not less than all) of the DSUs credited to his or her account by filing a notice of redemption. If an Eligible Director fails to file a notice of redemption on or before December 1st of the calendar year following such termination of board service (and the termination of any other office or position held by the Eligible Director with the Company or any subsidiary of the Company), the Eligible Director (or such Eligible Director’s estate or designated beneficiary or beneficiaries, as the case may be) shall be deemed to have filed a notice of redemption on December 1[st] of the calendar year following such termination of service. The date on which a notice of redemption is filed or deemed to be filed with the Company is herein referred to as the “Filing Date.” Upon receipt or deemed receipt of the Eligible Director’s notice of redemption, the Company shall calculate the aggregate amount payable to the Eligible Director, which shall be determined by multiplying the number of DSUs credited to the Eligible Director as of the Filing Date multiplied by the fair market value of a Class B non-voting share as of the Filing Date. Within 30 days of the Filing Date, the Company will pay the applicable amount, net of all requisite statutory withholdings, to the Eligible Director, by means of: (i) the issuance by the Company from treasury of the applicable number of Class B non-voting shares, rounded down to the nearest whole number; or (ii) at the sole option of the Company, cash, net of all requisite statutory withholdings. Any fractional Class B non-

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 21

voting shares to which an Eligible Director would otherwise be entitled shall be paid in cash based on the fair market value of a Class B non-voting share as of the Filing Date.

Death of an Eligible Director: Upon the death of an Eligible Director, the required payment will be made not later than December 1st of the calendar year following the Eligible Director’s death to the estate of the Eligible Director or to one or more beneficiaries set forth in a Designation of Beneficiary form filed with the Company by the Eligible Director provided that each such beneficiary is a “dependant” or a “relation” of such Eligible Director, as those terms are determined for purposes of paragraph 6801(d) of the Income Tax Regulations (Canada).

Assignability of DSUs: DSUs are not transferable or assignable other than by will or pursuant to the laws of descent and distribution.

Trading Blackouts: If the date on which the fair market value of a Class B non-voting share under the DSU Plan is to be determined occurs during or within five trading days following the cessation of any restricted trading period imposed by the Company during which any of the directors and officers and such other employees of the Company as are designated as Insiders by the Company are prohibited from trading in securities of the Company (a “Trading Blackout”), then the date for determining the fair market value of a Class B non-voting share will be the sixth trading day following cessation of the most recent Trading Blackout. In addition, if the date on which an Eligible Director is entitled to receive payment occurs within a Trading Blackout, the last date for payment by the Company shall be extended to the thirtieth day following cessation of such Trading Blackout, provided however that in no event shall such payment date be extended beyond December 31st of the year following the year in which the Eligible Director became eligible to redeem his or her DSUs.

Adjustments and Reorganizations: In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of the Company’s assets to shareholders or any other change affecting the Class B non-voting shares, such proportionate adjustments, if any, as the Board in its discretion may deem appropriate to reflect such change, will be made with respect to the number of DSUs then outstanding under the DSU Plan.

Unfunded Plan: Unless otherwise determined by the Board, the DSU Plan will be unfunded. To the extent any individual holds any rights by virtue of DSUs awarded under the DSU Plan, such rights will be no greater than the rights of an unsecured general creditor of the Company. A holder of DSUs will not have any rights as a shareholder of the Company with respect to any Class B non-voting shares which may become issuable pursuant to the DSUs so held, whether in respect of voting, liquidation or otherwise.

Termination of DSU Plan: The Board may, in its discretion, terminate the DSU Plan at any time. However, if the DSU Plan is so terminated, all prior DSU credits shall remain outstanding and in effect in accordance with their applicable terms and conditions, including the crediting of dividend equivalents thereon.

Amendments to DSU Plan: Subject to any required approval of the Toronto Stock Exchange (“TSX”) and shareholders’ approval, the Board may from time to time amend the DSU Plan and the terms and conditions of any DSUs thereafter to be granted and the Board, with the consent of the affected holder of a DSU, may from time to time amend the DSU Plan and the terms and conditions of any DSUs which have been theretofore granted, in each case without the approval of the Company’s shareholders. For greater certainty, no additional DSUs may be granted to an Eligible Director to compensate for a downward fluctuation in the price of the Class B non-voting shares, nor may any other form of benefit be conferred on, or in respect of, an Eligible Director for such purpose.

Amendments Requiring Shareholder Approval: The shareholders of the Company will be required to approve any amendment to the DSU Plan or any DSU which: (i) removes or increases the limits on the Insider participation under the DSU Plan described in “Insider Limits” above; (ii) increases the number of Class B non-voting shares reserved for issuance under the DSU Plan (other than as contemplated in “Adjustments and Reorganizations” above); (iii) broadens the categories of persons eligible to receive DSUs under the DSU Plan; (iv) amends the restrictions on assignability of DSUs, other than to permit the transfer of a DSU to a registered retirement savings plan, a registered retirement income fund or to other

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 22

similar plans for the benefit of an Eligible Director; (v) requires the approval of shareholders under applicable law, including the rules, regulations and policies of the TSX; or (vi) amends the provisions of the DSU Plan requiring shareholder approval for certain amendments to the DSU Plan as described in this item “Amendments Requiring Shareholder Approval”.

U.S. Participants: The DSUs of an Eligible Director who is subject to U.S. income tax in respect of DSUs granted under the DSU Plan (a “U.S. Participant”) will be deemed to be redeemed on the U.S. Participant’s “separation from service” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder as in effect from time to time (“Section 409A”). Payment for the value of all of a U.S. Participant’s DSUs will be made to the U.S. Participant as soon as administratively practicable, but no later than 90 days after the U.S. Participant’s “separation from service”, subject to the following sentence. If a U.S. Participant is determined to be a “specified employee” within the meaning of Section 409A, payment for the value of all of such U.S. Participant’s DSUs will not be made before the date that is six months after such U.S. Participant’s “separation from service” and such payment shall be made within 10 business days after the end of such six month period or, if earlier, within 10 business days after the date of death of such U.S. Participant. In no event will a U.S. Participant have the right to designate the taxable year of all or any part of such payment. For greater certainty, it is intended that the provisions of the DSU Plan comply with Section 409A, and all provisions of the DSU Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

Vote Required

The TSX requires that the resolution, substantially in the form set forth in Schedule A, to approve the proposed amendment to the DSU Plan, be approved by a majority of the votes cast by holders of Class A voting shares. Holders of Class B non-voting shares will not be entitled to vote on such resolution. The persons named as proxies in the enclosed form of proxy intend to vote the Class A voting shares represented thereby in favour of the resolution approving this amendment to the DSU Plan unless the form of proxy has been marked “Against.” If shareholders to do not approve the amendment to the DSU Plan, existing DSUs will remain outstanding and no further DSUs, other than in respect of 22,374 available for issuance prior to the amendment of the DSU Plan, may be issued.

CALCULATION OF FOREIGN EXCHANGE AND OTHER VALUES

Values related to compensation and benefits of directors and officers and other matters are presented in this document in Canadian dollars. Where any such value was originally calculated in United States dollars, Euros or Swiss francs, such values have been converted into Canadian dollars based on the Bank of Canada average year-to-date exchange rate as follows:

	United States dollars (US$1.00)	Euros (€1.00)	Swiss francs (CHF1.00)
December 31,2023	C$1.3497	C$1.4597	C$1.5024
December 31,2022	C$1.3013	C$1.3696	C$1.3629
December 31,2021	C$1.2535	C$1.4828	C$1.3713

Where a value originally in Canadian dollars has been converted into United States dollars as at December 31, 2023, the December 29, 2023 Bank of Canada conversion rate of C$1.00 = US$0.7561 is applied. Where a value is stated to be given as at March 15, 2024, the March 15, 2024 Bank of Canada conversion rate of US$1.00=C$1.3533 is applied. For purposes of the various calculations in this document, the closing price of the Class B non-voting shares on the TSX was $59.59 on December 29, 2023, and $71.35 on March 15, 2024.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 23

USE OF NON-IFRS MEASURES

The Company utilizes non-IFRS measures to set targets for its short-term and long-term incentive plans. These measures do not have standardized meanings under IFRS and are not necessarily comparable to similarly named measures used by other companies. These measures, and reconciliations to the most directly comparable measures calculated in accordance with IFRS, are described in detail in section 5 of the Company’s MD&A; however, in setting compensation targets, the Company excludes the effect of foreign exchange. This additional adjustment is made so that bonus payments to executives will be based on performance and will not increase or decrease due to foreign currency translation. The non-IFRS measures used in the Company’s incentive plans are as follows.

Adjusted Basic Earnings per Class B non-voting Share is utilized as a measure in the Company’s annual incentive plan to consider the ongoing earnings performance excluding items of a one-time or nonrecurring nature and is defined as basic net earnings per Class B non-voting share excluding gains on business dispositions, goodwill impairment loss, non-cash acquisition accounting adjustments, restructuring and other items and tax adjustments. For incentive plan purposes, adjusted basic earnings per Class B non-voting share is then adjusted to exclude foreign currency translation (“adjusted earnings per share”). Any adjustments to the earnings per share calculation for incentive purposes are reviewed in detail by the Audit Committee and recommended to the Human Resources Committee (“HR Committee”).

Operating Income is utilized as a measure in the Company’s annual incentive plan for operational executives as an indicator of the profitability of the Company’s business units and their actual performance and is defined as income before corporate expenses, net finance costs, goodwill impairment loss, earnings in equity accounted investments, restructuring and other items and tax. Operating income as defined above is also used in the Company’s Long-Term Incentive Plan, or “LTIP" (described under the heading “LongTerm Incentive Plans,” below). The operating income improvement target established for the LTIP is cumulative over the five-year LTIP period and is adjusted to exclude the effect of foreign currency translation (“cumulative operating income” or “COI”).

NAMED EXECUTIVE OFFICERS

Throughout the report on executive compensation contained in this document, reference is made to the “NEOs,” or “named executive officers” of the Company. These persons were, at December 31, 2023:

Name	Title
GeoffreyT. Martin	President and Chief Executive Officer(“CEO”)
Sean P. Washchuk	Senior Vice President and Chief Financial Officer(“CFO”)
Lalitha Vaidyanathan	Senior Vice President,Finance-IT-Human Resources
Ben Rubino	President,Home & Personal Care
Guenther Birkner	President, Food & Beverage, Healthcare & Specialty and Innovia

Compensation and benefits of NEOs are paid in the currency of the country in which they are resident. In the case of the President, Food & Beverage, Healthcare & Specialty and Innovia, his compensation is approved by the HR Committee in euros and paid in Swiss francs. For purposes of the tables and narratives throughout this document, such values that have been paid in US dollars and Swiss francs have been converted into Canadian dollars at the rates indicated above under the heading “Calculation of Foreign Exchange and Other Values.”

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 24

COMPENSATION DISCUSSION AND ANALYSIS

Compensation and the Human Resources Committee

The HR Committee is comprised of three independent directors who have the knowledge and experience to fulfill the HR Committee’s mandate. They are Mr. Douglas Muzyka (Chair), Mr. Vincent Galifi and Ms. Angella Alexander. Mr. Muzyka, former Chief Science and Technology Officer of E.I. DuPont de Nemours, brings significant international knowledge and strong operational experience to the HR Committee. Mr. Galifi is Company Advisor, Special Projects of Magna International Inc. and is well versed in issues relating to human resources management and compensation. Ms. Alexander, who joined the HR Committee on February 1, 2023, is Chief Human Resources Officer of ATS Corporation, and brings to the HR Committee extensive global expertise in the areas of human resources, talent management and transformative leadership. Mr. Muzyka is retiring as a director effective the date of the Meeting.

The HR Committee establishes executive compensation policies, monitors their implementation and oversees the Option Plan (as defined and described below under the heading “Employee Stock Option Plan”), the 2019-2023 LTIP (as defined and described below under the heading “2019-2023 LTIP”), the 2017-2025 LTRP (as defined and described below under the heading “2017-2025 LTRP”), the 2019 LTRP (as defined and described below under the heading “2019 LTRP”), the PSU Plan (as defined and described below under the heading “Performance Stock Unit Plan”), the RSU Plan (as defined and described below under the heading “Restricted Stock Unit Plan”) and the pension plans of the Company. In addition, the HR Committee is charged with monitoring the Company’s talent management and succession planning, and recommends the appointment of the Company’s officers and the terms and conditions of their appointment or termination. In setting policy, the HR Committee takes into account the advice of independent consultants, makes reference to market and survey data, considers input from senior management and aligns compensation programs with the operating philosophy and strategic initiatives of the Company. While the HR Committee may rely on external information and advice, all decisions with respect to executive compensation are made in the sole judgment of the Committee and the Board and may reflect other factors and considerations.

Please refer to the section entitled “Charter of the Human Resources Committee” under the heading “Statement of Corporate Governance Practices” below for additional disclosure regarding the HR Committee’s mandate and the use of independent compensation consultants.

Compensation Decision Making

Each year, the HR Committee reviews the compensation of the CEO and other officers of the Company, other than the Executive Chairman, relative to performance and market factors. Executive compensation programs are reviewed considering external competitiveness and internal equity. The Company’s policy is to use the market median with the potential of top quartile total compensation for superior performance of both the Company and the individual executive. The HR Committee utilizes information provided by independent consultants and management to review external competitiveness, which is further described under the title “Benchmarking Compensation,” below. The HR Committee makes recommendations to the Board for the approval of the compensation of the CEO, and approves the compensation levels of other officers of the Company. Approval of incentive plan payments is included in the above process. The annual incentive plan is structured with clearly defined guidelines and performance targets such that limited discretion is required by the HR Committee and the Board to determine payouts, as described under the heading “Annual Incentive Plans,” below. Recommendations to the Board concerning the compensation of the Executive Chairman are brought forward by the Nominating and Governance Committee.

The Company does not hold an advisory (or “say on pay”) vote on executive compensation. The HR Committee, in assisting the Board with its oversight responsibility in matters relating to executive compensation, devotes a considerable amount of time and effort developing and overseeing the implementation of executive compensation programs including short-term and long-term incentives, bonuses and equity-based compensation. The Committee is comprised entirely of independent directors and retains the services of an independent compensation consultant.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 25

The HR Committee and the Board unanimously approved the 2023 executive compensation. Given that the controlling shareholder directs the voting of 95.4% of the Class A voting shares, which are the shares entitled to be voted at the Meeting, and that only 4.6% of such shares remain to be voted by minority shareholders (of which only 2.1% of such minority shares were voted at the 2023 annual meeting), the Board does not believe that an advisory vote on executive compensation would be informative. The Board also does not believe that creating a voting process to enable the holders of the Class B non-voting shares to hold an additional advisory vote on executive compensation would be informative. Both management and independent members of the Board engage with holders of Class B non-voting shares on an ongoing basis. In particular, certain independent directors meet on a regular basis with four or five of the Company’s largest Class B non-voting shareholders, who are invited to comment on the Company’s executive compensation philosophy. Based on these discussions, the Board has no reason to believe that these shareholders would not support an advisory vote on executive compensation.

The Board appreciates the importance shareholders place on effective executive compensation policies and practices and values the feedback it receives from engagement with shareholders when considering future executive compensation policies. Please see the section titled “Shareholder Engagement” below, for information on how to communicate directly with the Board.

Human Resources Committee and Compensation Advisors

Executive Compensation-related Fees

In 2022, the HR Committee utilized the services of Southlea Group LP to provide a pay-for-performance analysis of CEO compensation, peer group and benchmarking data, director compensation trends and information relating to compensation best practices and executive compensation trends. The services provided by Southlea Group LP to the Company in 2023 included a pay-for-performance analysis of CEO compensation, a review and refresh of the Company’s peer group and benchmarking data, a review of the Company’s long-term incentive plan and information relating to compensation best practices and executive compensation trends.

All Other Related Fees

The Company uses Willis Towers Watson for consulting, administration, accounting and disclosure of its Canadian executive pension plan. Services provided by Willis Towers Watson are not related to executive compensation and do not require pre-approval by the HR Committee.

The following fees were paid for executive compensation-related matters and other related fees in 2023 and 2022:

Compensation Advisor	2023	2023	2022	2022
	Executive Compensation- related Fees	All Other Related Fees	Executive Compensation- related Fees	All Other Related Fees
Southlea Group LP	$117,047	$0	$56,500	$0
Willis Towers Watson	$0	$44,481	$0	$49,607

Compensation Risk Management

The HR Committee oversees risk management as an integral part of its role to review and approve executive compensation. The HR Committee reviews annually the Company’s executive compensation programs to identify potential risks that may be associated with these plans and practices. Upon completing this review in 2023, the HR Committee concluded that the Company’s current compensation programs do not encourage undue risk-taking. This conclusion was drawn after consideration of the Company’s executive compensation philosophy, the mix and balance of compensation plans and their associated metrics and governance. The following summarizes the risk-mitigating features of the compensation program:

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 26

There is an appropriate balance between fixed and variable executive compensation as well as shortterm and long-term incentives discouraging the attainment of short-term goals at the expense of longer term strategic initiatives.
Consistent, auditable performance metrics exist within the Company requiring operating income improvement and growth in adjusted basic earnings per share, both of which are inclusive of a number of key performance metrics and are aligned with shareholder value.
Incentive plans and metrics are reviewed annually to ensure continued alignment with business strategy and the Company’s shareholders.
Regular tracking and reporting is provided to the HR Committee regarding the potential payout of incentives, which enables the monitoring of the associated performance and the identification of possible risks.
Payments of incentive plans are capped and may be zero, if minimum performance thresholds are not achieved.
Equity awards are vested over a period of time and not on the date of the grant.
The Company has established share ownership requirements for key executives and NEOs that provide the same exposure to the risks and rewards of share ownership as that of the Company’s other shareholders.
The Company has established a Recoupment (Claw Back) Policy for the short and long-term incentive compensation of the CEO and participants in the 2017-2025 LTRP in the event of any material financial restatement due to negligence, misconduct or fraud.
A policy is in place that prohibits directors and executives from purchasing financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly or indirectly by the directors and executives.
The Company has well-established policies and procedures that specify predetermined limits to the authority of individual executives and managers to make financial and operational decisions, which contribute to the mitigation of undue risk-taking by any one individual. These policies are included in ongoing audits to ensure compliance.
The HR Committee retains external compensation advisors to provide advice regarding the competitiveness of the Company’s executive compensation programs and best practices and trends in compensation design within the marketplace when required.
The Board retains discretion to reduce or increase incentive targets and awards, except for those associated with the Company’s Option Plan, in the event the plans trigger an inappropriate result.

Recoupment Policy (Claw Back)

The Company has adopted a Recoupment Policy, which applies to the CEO and to those other NEOs who are participants in the 2017-2025 LTRP. Under such policy, the Board has the discretion to cancel, withhold or claw back the bonus, LTIP awards (including stock options), or other incentive compensation awarded or paid to such persons during a two-year period preceding the filing or public disclosure of a material financial restatement, where the financial restatement has resulted from or been contributed to by the negligence, wilful misconduct or fraud of such person. Any claw back would be on the relevant amount net of any tax consequences to such person.

Succession Planning

The Company has a formal succession planning process for the CEO and other senior executives that is monitored by the HR Committee, in the event of retirement or emergency. Each year, a detailed analysis of leadership candidates is prepared by the CEO and provided to the HR Committee for review and discussion. The HR Committee assesses the availability of candidates (short and long-term goals), diversity of succession pool, leadership strengths and any gaps in the succession plan and formulates a plan for the development of leadership candidates for the roles of the CEO and other senior executives. The Board is responsible for approving the succession plan for the CEO.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 27

Compensation Philosophy and Program Objectives

The Company has an entrepreneurial culture and a decentralized operating style, which are considered in determining the Company’s executive compensation programs. These programs are developed to encourage superior performance, attract and retain talented executives and align the executives’ interests with those of the Company’s shareholders. The main objectives of the Company’s executive compensation program are:

to provide executives with a competitive balanced portfolio of compensation that is consistent with the Company’s decentralized operating model and objectives;
to drive high performance and focus executives on the areas for which they are accountable;
to motivate executives to achieve individual and overall Company success and improvement in shareholder value; and
to attract individuals who have the skills and leadership to drive the Company’s growth and success and retain the Company’s existing talent.

Benchmarking Compensation

To assist the Company in meeting its objective of providing competitive compensation to its executives, the Company regularly benchmarks its compensation plans against market data obtained from proxy circulars of select publicly traded companies. Survey and proxy information relating to compensation for executives in Canada and the United States is provided through consulting firms designated or approved by the HR Committee. In 2023, the HR Committee retained Southlea Group LP to benchmark compensation levels for the role of the CEO. This information was considered by the HR Committee in determining 2023 compensation.

It is the Company’s policy to position compensation at the median of the market with the potential for top quartile total compensation based on superior performance of the executive and the Company. As a policy, compensation is typically benchmarked against market data from the region or country in which the executive resides and/or works. For purposes of conducting its review of executive compensation, the HR Committee approves a select sample of U.S. publicly traded organizations (the “Proxy Reference Group”). The composition of the Proxy Reference Group utilized to determine the competitiveness of the Company’s executive compensation is reviewed regularly by the HR Committee for its ongoing relevance to the Company’s business and benchmarking practice. These companies were selected because they are generally in a comparable industry, the specialty packaging sector, and their revenues and/or market capitalization is in the same range as the Company. Since there is no appropriate industry comparable in Canada, the Company utilized survey data from Willis Towers Watson, which included data from similarly sized Canadian publicly-traded general industry companies (excluding financial services organizations).

In late 2023, the Company’s Proxy Reference Group was refreshed to increase the peer group from 10 to 13 and to position the Company within the median of its peer group. The new Proxy Reference Group will be used in determining 2024 compensation. The Proxy Reference Group is utilized to gather competitive information to benchmark compensation only and is not used to benchmark Company performance.

The following changes were made in 2023 and are reflected in the table below:

Additions	Deletions
Brady Corporation	Berry Global Group, Inc.
Huhtamäki Oyj
Mondiplc
O-I Glass,Inc.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 28

==> picture [467 x 387] intentionally omitted <==

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

Proxy Reference Group for Compensation
Market
Capitalization
Revenues (US$) (US$)
Company Industry (in billions) (in billions)
AptarGroup, Inc. Specialty Packaging 3.3 8.7
Labeling &
Avery Dennison Corporation 9.0 16.2
Packaging Materials
Security and Protection
Brady Corporation 1.3 2.9
Products
Metal and Glass
Crown Holdings, Inc. 12.9 11.0
Containers
Graphic Packaging Holding Company Consumer Packaging 9.4 7.9
Huhtamäki Oyj Specialty Packaging 4.8 4.4
Mondi plc Paper Packaging 9.6 9.2
O-I Glass, Inc. Glass Containers 6.9 2.3
Containerboard Packaging
Packaging Corporation of America 8.5 15.7
and Paper
Paper and Plastic
Sealed Air Corporation 5.6 5.6
Packaging
Silgan Holdings Inc. Specialty Packaging 6.4 4.7
Sonoco Products Co. Consumer Packaging 7.3 5.7
Printing and Locator
Zebra Technologies Corporation 5.8 13.3
Technology
Median 6.9 7.9
CCL Industries Inc. Specialty Packaging 4.9 billion [(1)] 8.0 billion [(2)]
----- End of picture text -----

(1) Amount translated into US dollars based on the Bank of Canada average year-to-date exchange rate as of December 31, 2023, in accordance with the rates of exchange set forth above under the heading “Calculation of Foreign Exchange and other Values.”

(2) Amount translated into US dollars based on the Bank of Canada daily exchange rate on December 29, 2023. Please see the rates of exchange set forth above under the heading “Calculation of Foreign Exchange and other Values.”

Compensation Elements

The Company’s executive compensation program is comprised of both fixed and variable components. The variable components are designed to incentivize and reward performance and include both non-equity and equity incentive plans. The three basic elements of the executive compensation program are base salary, annual cash incentive plans and long-term incentive plans, which may utilize equity and cash. The Company also provides other elements of compensation consisting of benefits, retirement plans and perquisites.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 29

==> picture [468 x 315] intentionally omitted <==

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

Compensation Element Form Performance Period
Base Salaries Cash One year
Annual Incentive Plans
 Senior Management Incentive Plans Cash One year
(SMIPs)
Long-Term Incentive Plans (LTIPs)
 2019-2023 Long Term Incentive Plan Performance Stock Units Five years
(Performance Stock Unit Plan)
 Employee Stock Option Plan Stock Options Five years
 Restricted Stock Unit Plan Restricted Stock Units Five years
 2017-2025 LTRP Restricted Stock Units Eight years
 2019 LTRP Restricted Stock Units Eight years
Traditional health & wellness
Benefits benefits One year
Defined Contribution Pension
Plan
Supplemental Pension Plan
Retirement & Savings Plans 401K Defined Realized during retirement
Contribution Plan for U.S.
executives
Deferred Compensation Plan
Leased vehicle or car
Perquisites One year
allowance
FIXED
VARIABLE
BENEFITS
----- End of picture text -----

Fixed Compensation

Base Salaries

Base salaries compensate executives for the role they perform for the Company. Salaries are determined using comparative data as described above and considering individual circumstances that may include the scope of the position and the executive’s qualifications, level of experience and performance. Salary adjustments require approval by two levels of the organization. The HR Committee considers and, if appropriate, approves adjustments to base salaries on an annual basis for officers of the Company and recommends the base salary of the CEO to the Board for approval. Base salary and salary adjustments for the Executive Chairman are recommended to the Board by the Nominating and Governance Committee. Salaries of officers of the Company who reside and work in North America are set based on compensation data from that geographic market as noted above. Officers resident outside North America and operating on a worldwide basis are compensated on a parity basis with such officers resident in North America. The Nominating and Governance Committee and HR Committee also consider the financial performance of the Company as well as the individual performance of the executive when approving salaries for officers and in their recommendation to the Board in regard to salary adjustments for the Executive Chairman and for the CEO, respectively. Salary adjustments are typically implemented effective March 1st.

Variable Compensation

Annual Incentive Plans

The Company’s annual Senior Management Incentive Plans, referred to as “SMIPs,” are designed to encourage and recognize annual financial and operational performance. Each year, performance targets for the Company and its business units are established for the purpose of evaluating performance and determining payouts under the SMIP. Target cash bonus awards are established based on a predefined

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 30

percentage of salary and ranged from 70% to 120% of base salary for NEOs in 2023. Actual awards can range from zero to up to a maximum of two times the target award. The performance measures and associated payout opportunities are dependent upon participation in the SMIP as a corporate executive or an operational executive. Corporate executives generally have responsibilities that span the overall Company. Operational executives are responsible for specific areas of operations, which may be based on geographic regions, product type or market sector. The annual SMIP is attributed to the noted financial year and is paid by March 15 of the following year.

==> picture [467 x 115] intentionally omitted <==

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

SMIP Target Performance Measures
(% of base Payout Range Corporate Operational
salary) (% of target) Executive Executive
Geoffrey T. Martin 120% 0-200% 100% -
Sean Washchuk 70% 0-200% 100% -
Lalitha Vaidyanathan 70% 0-200% 100% -
Ben Rubino 70% 0-200% - 100%
Guenther Birkner 70% 0-200% - 100%
----- End of picture text -----

Corporate Executives

Annual bonuses are paid to the CEO, the CFO, the Senior Vice President Finance-IT-Human Resources and other senior officers, based on the growth in adjusted earnings per share (as defined under the heading “Use of Non-IFRS Measures,” above) over the prior year as follows:

==> picture [311 x 85] intentionally omitted <==

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

Adjusted EPS as a % Percentage of SMIP Payout
of Prior Year(%) [(1)] (%) [(2)]
120 200
105 100
91 5
90 0
----- End of picture text -----

(1) Excluding gains or losses on currency translation and accounting changes.

(2) Bonus payouts are calculated on a parabolic basis between points.

Adjusted earnings per share (“EPS”) is utilized as the sole measure of the SMIP because it encompasses many critical measures within the business and aligns with value creation for shareholders. Each year, the HR Committee and the Board review and approve the basis and targets for the SMIP. In the event that improvement in adjusted EPS is not achieved, the HR Committee and the Board have discretion to recommend and approve payment, on a selective basis, of below-target bonuses based on the achievement of other key objectives designed to enhance the Company's growth prospects for the future. The HR Committee may also recommend a reduced payout in the event the plan triggers an inappropriate result.

In 2023, adjusted EPS improved by 1% over 2022 adjusted EPS resulting in bonus payments of 60% of target bonus. Bonus payments for 2023 were based solely on the achievement of the adjusted EPS growth in accordance with SMIP criteria and are generally not adjusted to reflect individual performance criteria.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 31

Operational Executives

The 2023 SMIP established for operational executives was based on the achievement of budgeted operating income, adjusted for working capital savings or usage over the prior year, and sales growth for the segments of the business for which the executives are responsible. The President of Home & Personal Care and the President of Food & Beverage, Healthcare & Specialty and Innovia participate in this plan and receive bonuses based on the budgeted performance of their respective business sectors, as follows:

==> picture [311 x 85] intentionally omitted <==

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

Operational Budget Percentage of SMIP Payout
Achieved (%) (%) [(1)]
120 200
100 70
90 35
80 0
----- End of picture text -----

(1) Bonus payouts are calculated on a linear basis between points.

Actual performance of the Home & Personal Care sector exceeded target by 0.1% resulting in a bonus payment to the President of Home & Personal Care of 100.5% of target bonus. The President of Food & Beverage, Healthcare & Specialty and Innovia was paid 54.5% of target bonus based on this sector achieving 90.9% of budget.

Long-Term Incentive Plans

The Company utilizes Long-Term Incentive Plans (“LTIPs”) in order to:

focus management on the development and implementation of longer term strategic and growth initiatives of the Company;
attract and retain key executives; and
align the interests of the Company’s executives with those of its shareholders.

All LTIP awards are granted at the discretion of the Board based on the position and impact of the executive on the Company’s performance. The long-term incentive program is approved by the Board based on the recommendation of the HR Committee. The LTIP grant for the CEO is recommended by the HR Committee and approved by the Board. The grant levels for other participants are recommended by the CEO and approved by the HR Committee. Previous grants are not taken into account when considering grants of new awards.

Previous LTIP awards consisted of cash and/or Restricted Stock Units (“RSUs”), which were awarded under the former Restricted Stock Unit Plan (the “RSU Plan”) or stock options granted under the Option Plan. The Company has discontinued the granting of RSUs and stock options in connection with LTIP awards and replaced it with the PSU Plan described below.

2019-2023 LTIP

In 2019, the Board approved an LTIP which was initially intended to apply for the years 2019 through 2021. The specified performance measures and targets in the LTIP were set in 2019, prior to the outbreak of the COVID-19 pandemic. The pandemic gave rise to uncertainties, challenges and impacts that were unexpected and beyond management control. As a result of the Board’s continued desire to motivate management to meet these unforeseen challenges and after extensive deliberations, the Board considered it appropriate, fair and equitable to update the specified performance measures and targets and extend the LTIP by two years to apply for the years 2019 through 2023 (the “2019-2023 LTIP”).

The performance measures for the 2019-2023 LTIP is based on cumulative operating income for the Company and its subsidiaries as a whole over the five-year period of the 2019-2023 LTIP and is adjusted to exclude the effect of foreign currency translation. In establishing the performance target, the Board

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 32

considered budgeted operating income, taking into account future acquisition growth, and determined a performance target around budget that was appropriate and would continue to incentivize executives. The Board believes these performance measures and targets align with the Company’s business objectives and allows executives to focus on longer term operational improvement.

The 2019-2023 LTIP utilizes Performance Stock Units (“PSUs”) awarded under the Performance Stock Unit Plan of the Company (the “PSU Plan”) described below under the heading “Performance Stock Unit Plan.” Awards made under the 2019-2023 LTIP are not on an annual basis. The awards are sequential and do not overlap from year to year. As a result of the extension of the 2019-2023 LTIP by two years, the next LTIP will apply for the years 2024 through 2026. In accordance with the PSU Plan, PSUs granted under the 2019-2023 LTIP can be adjusted upwards or downwards, as applicable, based on the level of achievement of the specified performance measures and targets over the LTIP period, in accordance with the following payout scale:

==> picture [311 x 76] intentionally omitted <==

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

COI Achieved (%) Payout (%) [(1)]
107.5 120
100 100
90 50
<90 0
----- End of picture text -----

(1) payouts are made on a linear basis between points.

Over the performance period, actual cumulative operating income of $3.1 billion was 106.9% above the performance target of $2.9 billion, resulting in a payout of 118.4%.

Employee Stock Option Plan

Details of all share-based and option-based awards to NEOs outstanding at the end of the most recently completed financial year are set forth in the table entitled “Outstanding Share-Based Awards and OptionBased Awards as of December 31, 2023” in the section entitled “Incentive Plan Awards” below. Additional details regarding the terms of the Option Plan, including the annual “burn rate” under the Option Plan for the three prior years, are described under the heading “Employee Stock Option Plan” in the section entitled “Securities Authorized for Issuance under Equity Compensation Plans.”

2017-2025 LTRP

In August 2017, the 2017-2025 LTRP was established as a one-time long-term retention incentive to four NEOs, being Guenther Birkner (President, Food & Beverage, Healthcare & Specialty and Innovia), Ben Rubino (President, Home & Personal Care), Sean Washchuk (Senior Vice President and Chief Financial Officer) and Lalitha Vaidyanathan (Senior Vice President, Finance-IT-Human Resources). The objective of the 2017-2025 LTRP is to motivate and retain each of the participants during the period from September 1, 2017, being the date of grant of the RSUs until September 1, 2025, being the final vesting date of the RSUs (the “LTRP Period”). Additional details regarding the terms of the 2017-2025 LTRP, including the annual “burn rate” under the 2017-2025 LTRP for the three prior years, are described under the heading “2017-2025 LTRP” in the section titled “Securities Authorized for Issuance under Equity Compensation Plans.”

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 33

2019 LTRP

In June 2019, the 2019 LTRP was established to provide a one-time long-term retention incentive in the form of RSUs for certain key executives or employees of the Company. The 2019 LTRP and the initial grant of RSUs thereunder were approved by the shareholders of the Company at the Company’s 2020 annual and special meeting of shareholders. The objective of the 2019 LTRP is to motivate and retain each of the participants thereunder during the period from the date of grant of the RSUs until final vesting of the RSUs, expected to be on the eighth anniversary of the date of grant. Additional details regarding the terms of the 2019 LTRP, including the annual “burn rate” under the 2019 LTRP for the three prior years, are described under the heading “2019 LTRP” in the section titled “Securities Authorized for Issuance under Equity Compensation Plans.”

Performance Stock Unit Plan

In September 2019, the PSU Plan was established. The PSU Plan and the grant of PSUs thereunder were approved by the shareholders of the Company at the Company’s 2020 annual and special meeting of shareholders. The PSU Plan is designed to link long-term incentives in the form of PSUs to key officers or employees of the Company on the achievement of specific measures, as determined by the Board on the recommendations of the HR Committee from time to time, in order to promote a greater alignment of interests between such officers or employees and the shareholders of the Company. Additional details regarding the terms of the PSU Plan, including the annual “burn rate” under the PSU Plan for the three prior years, are described under the heading “PSU Plan” in the section titled “Securities Authorized for Issuance under Equity Compensation Plans.”

Restricted Stock Unit Plan

In February 2020, the Restricted Stock Unit Plan of the Company (the “RSU Plan”) was established by the Board to provide an incentive in the form of RSUs to key officers or employees of the Company. The RSU Plan and the initial grant of RSUs thereunder were approved by the shareholders of the Company at the Company’s 2020 annual and special meeting of shareholders. The objective of the RSU Plan is to assist the Company and its subsidiaries in attracting and retaining individuals with experience and skill to serve as key officers and employees of the Company and its subsidiaries, to allow such key officers and employees to participate in the long-term success of the Company and its subsidiaries and to promote a greater alignment of interests between the participants and the shareholders of the Company. Additional details regarding the terms of the RSU Plan, including the annual “burn rate” under the RSU Plan for the three prior years, are described under the heading “RSU Plan” in the section entitled “Securities Authorized for Issuance under Equity Compensation Plans.”

NEOs’ at-risk pay ranges from approximately 61.9% to 67.7% of total direct compensation.

==> picture [363 x 187] intentionally omitted <==

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

Geoffrey T. Martin 32.3 67.7
Sean Washchuk 34.3 65.7
Lalitha Vaidyanathan 36.9 63.1
Ben Rubino 33.6 66.4
Guenther Birkner 38.1 61.9
0% 20% 40% 60% 80% 100%
Fixed Compensation Variable Compensation
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 34

Executive Share Ownership Requirements

The Company has established share ownership requirements for its CEO and participants in the 20172025 LTRP. The share ownership requirement for the CEO is an amount equal to not less than six times his annual base salary, having a value at the higher of acquisition cost or market value, and he must continue to hold such value of shares throughout his term of office. Participants in the 2017-2025 LTRP are required to own a minimum of shares equal in value to three times their annual base salary and to hold those shares through the LTRP Period. The CEO and all participants of the 2017-2025 LTRP currently meet their shareholding requirement.

==> picture [468 x 110] intentionally omitted <==

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

Share Number of
Multiple of Base Ownership Shares as at
Name Salary Target ($) Dec. 31/23 Value ($) [(1)]
Geoffrey T. Martin 6x 11,218,655 663,839 39,558,166
Sean Washchuk 3x 2,100,000 51,557 3,072,282
Lalitha Vaidyanathan 3x 2,571,179 124,353 7,410,195
Ben Rubino 3x 2,571,179 75,568 4,503,097
Guenther Birkner 3x 2,561,774 101,799 6,066,202
----- End of picture text -----

(1) Shares are valued at $59.59, being the closing price of the Company’s Class B non-voting shares on the TSX on December 29, 2023

Compensation of the CEO

The HR Committee reviews the compensation of the CEO relative to performance and market factors and recommends an adjustment to the Board. For the year ending December 31, 2023, Mr. Martin’s compensation consisted of a base salary of $1,869,776 (US$1,385,327) and awards under the Company’s annual SMIP and RSU Plan. To assist in determining Mr. Martin’s salary, the HR Committee considered his performance in achieving key goals, including earnings per share growth and cash flow, as well as other objectives with more subjective measures such as strategy execution and corporate and organizational development. Mr. Martin received a salary increase from $1,711,990 (US$1,315,600) to $1,869,776 (US$1,385,327) as of March 1, 2023. The HR Committee determined that Mr. Martin substantially met or exceeded all objectives and considered the performance of the Company as well as competitive market information supplied by Southlea Group LP and recommended the above adjustment to Mr. Martin’s salary to the Board for approval.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 35

GEOFFREY T. MARTIN

President and CEO

==> picture [107 x 160] intentionally omitted <==

Mr. Martin joined the Company in 2001 and assumed the role of President and CEO in 2008. Mr. Martin is an international business leader with a proven track record in turnarounds, mergers and acquisitions. Mr. Martin has extensive experience building greenfield businesses in both consumer and industrial markets. Prior to joining the Company, he was the Senior Group Vice President, Worldwide Converting Graphic and Specialty Tapes, with Avery Dennison Company.

Mr. Martin’s SMIP is based 100% on corporate performance.
Mr. Martin participates in the annual SMIP at a target bonus for 2023 of 120% of base salary. In 2023, adjusted EPS improved by 1% over 2022 adjusted EPS resulting in a bonus payment of 60% of target bonus to Mr. Martin.
Mr. Martin exercised 73,000 options to purchase Class B non-voting shares in 2023, realizing $888,699. No stock options were granted to Mr. Martin in 2023.

==> picture [467 x 150] intentionally omitted <==

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

Compensation (as at December 31) 2023 2022 2021
Fixed
$1,869,776 $1,711,990 $1,585,678
Base Salary (US$1,385,327) (US$1,315,600) (US$1,265,000)
Variable
$1,346,239 $2,259,827 $2,854,220
SMIP
(US$997,435) (US$1,736,592) (US$2,277,000)
Stock Options (#/$) - - -
- - -
RSUs (#/$) 33,180 33,336 26,360
$2,071,427 $1,827,480 $1,686,839
2019-2023 LTIP (PSUs) (#/$) - - -- --
----- End of picture text -----

Mr. Martin participated in the 2019-2023 LTIP described above. On March 25, 2024, Mr. Martin will receive 304,398 PSUs due to the Company achieving cumulative operating income targets approved by the Board and described below under the heading “Securities Authorized for Issuance under Equity Compensation Plans - PSU Plan.”

The following table shows the number and market value of securities held by Mr. Martin as of December 31, 2023.

==> picture [466 x 91] intentionally omitted <==

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

Number Value ($) [(1)]
Class A voting shares - -
Class B non-voting shares 663,839 39,558,166
Options - -
PSUs 257,093 15,320,172
RSUs 80,694 4,808,555
----- End of picture text -----

(1) Shares, PSUs and RSUs are valued at $59.59, being the closing price of the Company’s Class B non-voting shares on the TSX on December 29, 2023. Please refer to a description of the 2019-2023 LTIP and RSU Plan, under which these PSUs and RSUs were granted, set forth above under the headings “2019-2023 LTIP” on page 32 and “Restricted Stock Unit Plan” on page 34.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 36

CEO Pay-For-Performance

The following table, prepared by Southlea Group LP, the Company’s compensation consultant, provides a schematic perspective of the Company’s pay-for-performance alignment relative to its Proxy Reference Group.

The Company’s positioning within the alignment zone illustrates that CEO compensation earned over the most recent five-year period (2019-2023) is fair relative to the pay-for-performance of the Company’s Proxy Reference Group for the same time period.

==> picture [463 x 183] intentionally omitted <==

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

100%
90% Pay is above
80% performance rank
70%
60%
50%
40%
30%
20%
Pay is below
10% CCL Industries Inc.
performance rank
0%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
5-year TSR
(Percentile Rank)
(Percentile Rank)
5-year CEO Total Realizable Comp.
----- End of picture text -----

Realizable Pay Analysis

The following table, prepared by Southlea Group LP, provides a five-year look back at the CEO’s actual realized compensation in comparison to the fair value of the compensation on the grant date.

==> picture [371 x 243] intentionally omitted <==

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

$80,000
$70,000
$60,000
$50,000
$40,000
10P
$43.19M
$30,000
0P
$32.28M
$20,000
75th Percentile
$10,000 50th Percentile
25th Percentile
$0
Grant Date Fair Value Realizable Value CCL Industries Inc.
5-Year Total Direct Compensation ($000s)
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 37

Compensation of Other Named Executives

SEAN WASHCHUK

Senior Vice President and Chief Financial Officer

Compensation of Other Named Executives	Compensation of Other Named Executives
SEAN WASHCHUK Senior Vice President and Chief Financial Officer

	Mr. Washchuk joined the Company in 2011 as Senior Vice President and Chief Financial Officer. Throughout his career, Mr. Washchuk has served in a variety of financial roles with increasing responsibility, including 11 years at Vitran Corporation as Vice President, Finance and Chief Financial Officer and Corporate Controller. Prior to Vitran, Mr. Washchuk was Controller for Nexcyle Plastics and acquired auditing experience at Pricewaterhouse Coopers LLP. Mr. Washchuk has extensive experience in corporate financial reporting, tax, treasury, international financing structures and acquisitions. Mr. Washchuk is a Chartered Accountant and graduated from Brock University with an Honours Bachelor of Accounting degree.
	 Mr. Washchuk’s 2023 salary was recommended by the CEO and approved by the HR Committee considering his personal performance, external market conditions and the Company’s performance. Mr. Washchuk’s salary was increased on March 1, 2023.  Mr. Washchuk’s SMIP is based 100% on corporate performance.  Mr. Washchuk participates in the annual SMIP at a target bonus for 2023 of 70% of base salary. In 2023, adjusted EPS improved by 1% over 2022 adjusted EPS resulting in a bonus payment of 60% of target bonus to Mr. Washchuk.  Mr. Washchuk exercised 34,000 options to purchase Class B non-voting shares in 2023, realizing $400,438. No stock options were granted to Mr. Washchuk in 2023.
Compensation(as at December 31)	2023 2022 2021
Fixed
Base Salary	$700,000 $650,000 $600,000
Variable
SMIP	$294,000 $500,500 $630,000
Stock Options (#/$)	- - -
	- - -
RSUs (#/$)	14,760 15,752 12,788
	$921,467 $863,525 $818,334
2019-2023 LTIP (PSUs) (#/$)	- - -
	- - -

Mr. Washchuk participated in the 2019-2023 LTIP described above. On March 25, 2024, Mr. Washchuk will receive 67,682 PSUs due to the Company achieving cumulative operating income targets approved by the Board and described below under the heading “Securities Authorized for Issuance under Equity Compensation Plans - PSU Plan.”

Mr. Washchuk also participates in the 2017-2025 LTRP described above. In September of 2023, 13,524 RSUs vested in accordance with the 2017-2025 LTRP. The above RSUs are valued at $60.84 per share, being the closing price of the Company’s Class B non-voting shares on the TSX on September 1, 2023.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 38

LALITHA VAIDYANATHAN

Senior Vice President, Finance-IT-Human Resources

LALITHA VAIDYANATHAN Senior Vice President, Finance-IT-Human Resources	LALITHA VAIDYANATHAN Senior Vice President, Finance-IT-Human Resources

	Ms. Vaidyanathan joined the Company in 2001 and became Senior Vice President, Finance-IT-Human Resources in 2014. Her responsibilities include overseeing the finance field, information technology and human resources functions for the Company globally. Before joining the Company, Ms. Vaidyanathan was Vice President of Strategic Planning with Avery Dennison Corporation. Ms. Vaidyanathan holds a degree in Biology and an MBA from MIT Sloan School of Management.
	 Ms. Vaidyanathan’s 2023 salary was recommended by the CEO and approved by the HR Committee considering her personal performance, external market conditions and the Company’s performance. Ms. Vaidyanathan’s salary was increased on March 1, 2023.  Ms. Vaidyanathan’s SMIP is based 100% on corporate performance.  Ms. Vaidyanathan participates in the annual SMIP at a target bonus for 2023 of 70% of base salary. In 2023, adjusted EPS improved by 1% over 2022 adjusted EPS resulting in a bonus payment of 60% of target bonus to Ms. Vaidyanathan.  Ms. Vaidyanathan exercised 34,000 options to purchase Class B non-voting shares in 2023, realizing $309,432. No stock options were granted to Ms. Vaidyanathan in 2023.
Compensation(as at December 31)	2023 2022 2021
Fixed
Base Salary	$857,060 (US$635,000) $780,780 (US$600,000) $720,763 (US$575,000)
Variable
SMIP	$359,965 (US$266,700) $601,201 (US$462,000) $756,801 (US$603,750)
Stock Options (#/$)	- - -
	- - -
RSUs (#/$)	14,872 15,556 12,708
	$928,459 $852,780 $813,215
2019-2023 LTIP (PSUs) (#/$)	- - -
	- - -

Ms. Vaidyanathan participated in the 2019-2023 LTIP described above. On March 25, 2024, Ms. Vaidyanathan will receive 68,181 PSUs due to the Company achieving cumulative operating income targets approved by the Board and described below under the heading “Securities Authorized for Issuance under Equity Compensation Plans - PSU Plan.”

Ms. Vaidyanathan also participates in the 2017-2025 LTRP described above. In September of 2023, 13,524 RSUs vested in accordance with the 2017-2025 LTRP. The above RSUs are valued at $60.84 per share, being the closing price of the Company’s Class B non-voting shares on the TSX on September 1, 2023.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 39

President, Home & Personal Care

BEN RUBINO

==> picture [111 x 117] intentionally omitted <==

Mr. Rubino joined the Company in May of 1990 and was appointed President, Home & Personal Care in November of 2011. Mr. Rubino graduated from Dickinson College in Pennsylvania with a Bachelor of Arts degree in Economics, and is a 33year veteran of CCL Label progressing through various sales and business leadership assignments. Prior to joining the Company, Mr. Rubino worked in the Pressure Sensitive Materials segment at Avery Dennison Corporation.

Mr. Rubino’s 2023 salary was recommended by the CEO and approved by the HR Committee considering his personal performance, external market conditions and the Company’s performance. Mr. Rubino’s salary was increased on March 1, 2023.
Mr. Rubino’s SMIP is based 100% on the achievement of the operational budgets of the global Home & Personal Care sector.
Mr. Rubino participates in the annual SMIP at a target bonus for 2023 of 70% of base salary. In 2023, operational performance exceeded budget by 0.1% resulting in a payment of 100.5% of target bonus to Mr. Rubino.
Mr. Rubino exercised 68,000 options to purchase Class B non-voting shares in 2023, realizing $743,929. No stock options were granted to Mr. Rubino in 2023.

==> picture [467 x 146] intentionally omitted <==

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

Compensation (as at December 31) 2023 2022 2021
Fixed
$857,060 $780,780 $720,763
Base Salary (US$635,000) (US$600,000) (US$575,000)
Variable
$602,941 $1,093,092 $630,667
SMIP
(US$446,723) (US$840,000) (US$503,125)
Stock Options (#/$) - - -
- - -
RSUs (#/$) 14,872 15,556 12,708
$928,459 $852,780 $813,215
2019-2023 LTIP (PSUs) (#/$) - - -
- - -
----- End of picture text -----

Mr. Rubino participated in the 2019-2023 LTIP described above. On March 25, 2024, Mr. Rubino will receive 69,181 PSUs due to the Company achieving cumulative operating income targets approved by the Board and described below under the heading “Securities Authorized for Issuance under Equity Compensation Plans - PSU Plan.”

Mr. Rubino also participates in the 2017-2025 LTRP described above. In September of 2023, 18,934 RSUs vested in accordance with the 2017-2025 LTRP. The above RSUs are valued at $60.84 per share, being the closing price of the Company’s Class B non-voting shares on the TSX on September 1, 2023.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 40

President, Food & Beverage, Healthcare & Specialty and Innovia Mr. Birkner was appointed President, Innovia Films in March 2017, continually broadening his scope of responsibilities including President of Healthcare & Speciality in 2016 and President, Food & Beverage in 2011. Prior to joining the Company, Mr. Birkner was one of the founding partners of Pachem AG, where he built a successful business focused on the food and beverage markets. The Company entered into a joint venture with Pachem AG in 2003 and subsequently acquired it in 2005. ired it in 2005. ed it in 2005. it in 2005. t in 2005. in 2005. 005. .

GUENTHER BIRKNER

==> picture [467 x 399] intentionally omitted <==

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

Mr. Birkner was appointed President, Innovia Films in March 2017, continually
broadening his scope of responsibilities including President of Healthcare &
Speciality in 2016 and President, Food & Beverage in 2011. Prior to joining the
Company, Mr. Birkner was one of the founding partners of Pachem AG, where he
built a successful business focused on the food and beverage markets. The
Company entered into a joint venture with Pachem AG in 2003 and subsequently
acquired it in 2005. ired it in 2005. ed it in 2005. it in 2005. t in 2005. in 2005. 005. .
 Mr. Birkner’s 2023 salary was recommended by the CEO and approved by the
HR Committee considering his personal performance, external market
conditions and the Company’s performance. Mr. Birkner’s salary was
increased on March 1, 2023.
 Mr. Birkner’s base salary and bonus is recommended and approved by the HR
Committee in euros and paid in Swiss francs at the prevailing exchange rate.
 Mr. Birkner’s SMIP is based 100% on the achievement of the operational
budgets of the global Food & Beverage, Healthcare & Specialty and Innovia
Films sectors.
 Mr. Birkner participates in the annual SMIP at a target bonus for 2023 of 70%
of base salary. In 2023, operational performance was 90.9% of budget,
resulting in a payment of 54.5% of target bonus to Mr. Birkner.
 Mr. Birkner exercised 68,000 options to purchase Class B non-voting shares
in 2023, realizing $261,897. No stock options were granted to Mr. Birkner in
2023.
Compensation (as at December 31) 2023 2022 2021
Fixed
$853,925 $766,976 $808,126
Base Salary (€585,000) (€560,000) (€545,000)
Variable
$325,772 $706,001 $905,101
SMIP
(€223,178) (€515,480) (€610,400)
Stock Options (#/$) - - -
- - -
RSUs (#/$) 14,032 14,952 12,704
$876,018 $819,669 $812,959
2019-2023 LTIP (PSUs) (#/$) - - -
- - -
----- End of picture text -----

Mr. Birkner participated in the 2019-2023 LTIP described above. On March 25, 2024, Mr. Birkner will receive 69,698 PSUs due to the Company achieving cumulative operating income targets approved by the Board and described below under the heading “Securities Authorized for Issuance under Equity Compensation Plans - PSU Plan.”

Mr. Birkner also participates in the 2017-2025 LTRP described above. In September of 2023, 18,934 RSUs vested in accordance with the 2017-2025 LTRP. The above RSUs are valued at $60.84 per share, being the closing price of the Company’s Class B non-voting shares on the TSX on September 1, 2023.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 41

Performance Graph

==> picture [460 x 125] intentionally omitted <==

==> picture [460 x 249] intentionally omitted <==

The preceding graph compares the cumulative total shareholder return over the last five years of the Company's Class B non-voting shares with the cumulative total return of the S&P/TSX Composite Total Return Index, assuming reinvestment of dividends on each of the dividend payment dates. The Company’s Class B non-voting shares are included in the foregoing index. The performance of the Company's Class A voting shares is substantially similar to that of the Class B non-voting shares. The performance of the Company's Class B non-voting shares is based on the closing price of $59.59 on the TSX on December 29, 2023.

The Company does not use the Proxy Reference Group identified under the title “Benchmarking Compensation” to benchmark Company performance. Given the uniqueness of the Company’s business and the very small sample of relevant peer companies, the Company believes that it would not provide the best comparison on which to base the performance of the Company. There is no TSX sub-index that would provide a relevant comparison of the performance of the Company’s shares.

Since the Company’s annual and long-term incentives represent approximately 61.9% to 67.7% of executive total compensation, the Company believes that incentive compensation payments are good indicators of the Company’s practice of paying for performance and the alignment of executive compensation with shareholder value over time. Thus, compensation of the NEOs has generally followed a similar trend as the Company’s share price as set forth in the performance chart, above. It is specifically reflected in the Company’s LTIPs over the last five years. In 2019, the Board established a new LTIP, which was initially intended to apply for the years 2019 through 2021. As a result of the COVID-19

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 42

pandemic, the Board extended the LTIP by two years to apply for the years 2019 through 2023, as described above under “Long-Term Incentive Plans.” Payment of the 2019-2023 LTIP was made in March 2024 to participating executives and NEOs due to the Company exceeding the established target by 6.9%.

SUMMARY COMPENSATION TABLE- NAMED EXECUTIVE OFFICERS

The following table sets forth all compensation paid for the period indicated in respect of the NEOs who were, at December 31, 2023, the CEO, the Senior Vice President and CFO, and the three other most highly compensated executive officers of the Company.

			Summary Compensation Table	Summary Compensation Table	Summary Compensation Table	Summary Compensation Table
			Share-	Option- based	Non-equity incentive plan compensation ($)			All other
Name and principal position	Year	Salary(7) ($)	based awards ($)	awards (5) ($)	Annual incentive plans(1)	Long-term incentive plans	Pension value(3) ($)	compen- sation(4) ($)	Total compensation ($)
Geoffrey T. Martin(2) President and Chief Executive Officer	2023 2022 2021	1,854,091 1,701,016 1,578,157	2,071,427(6) 1,827,480(6) 1,686,839(6)	0 0 0	1,346,239 2,259,827 2,854,220	0 0 0	466,495 381,391 263,245	- - -	5,738,252 6,169,714 6,382,461
Sean P. Washchuk Senior Vice President and Chief Financial Officer	2023 2022 2021	691,667 641,667 595,833	921,467(6) 863,525(6) 818,334(6)	0 0 0	294,000 500,500 630,000	0 0 0	107,295 114,450 98,906	- - -	2,014,429 2,120,142 2,143,073
Lalitha Vaidyanathan(2) Senior Vice President, Finance- IT- Human Resources	2023 2022 2021	849,186 775,358 717,629	928,459(6) 852,780(6) 813,215(6)	0 0 0	359,965 601,201 756,801	0 0 0	160,677 134,414 108,913	- - -	2,298,287 2,363,753 2,396,558
Ben Rubino(2) President, Home & Personal Care	2023 2022 2021	849,186 775,358 717,629	928,459(6) 852,780(6) 813,215(6)	0 0 0	602,941 1,093,092 630,667	0 0 0	149,811 137,271 91,507	- - -	2,530,397 2,858,501 2,253,018
Guenther Birkner(2) President, Food & Beverage, Healthcare & Specialty and Innovia	2023 2022 2021	847,842 763,552 804,419	876,018(6) 819,669(6) 812,959(6)	0 0 0	325,772 706,001 905,101	0 0 0	97,577 86,349 86,881	75,895 75,886 77,762	2,223,104 2,451,457 2,687,122

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 43

NOTES:

(1) Bonus amounts are paid in cash in the year following the fiscal year in respect of which they were earned.
(2) Compensation for Mr. Martin, Ms. Vaidyanathan and Mr. Rubino was paid or payable in US dollars. Compensation for Mr. Birkner was paid or payable in Swiss francs. Such amounts were translated into Canadian dollars based on the Bank of Canada average year-to-date exchange rates as of December 31, 2023, 2022 and 2021, respectively in accordance with the rates of exchange set forth above under the heading “Calculation of Foreign Exchange and other Values.”
(3) Amounts shown under “Pension value” represent all compensation relating to defined benefit or defined contribution pension plans, including service costs and other compensatory items. Please refer to the section entitled “Pension Plan Benefits” below.
(4) Perquisites and other personal benefits do not exceed the lesser of $50,000 and 10% of the total of the annual salary for the above-named officers with the exception of Mr. Birkner. Amounts reported for Mr. Birkner are $54,537 (CHF36,300) in connection with lease and operating costs related to his car and $21,358 (CHF14,216) for a child allowance and education fund. These amounts have been translated from Swiss francs to Canadian dollars.
(5) No stock options were granted during 2023, 2022 or 2021.
(6) Amounts reflected represent the dollar value of RSUs awarded to each of the NEOs. RSUs were granted as part of the LTIP described below under “RSU Plan” and vest 25% each on the first, second, third and fourth anniversary dates of the date of grant of such RSUs.

==> picture [341 x 91] intentionally omitted <==

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

RSUs Granted
March 1, 2023 March 1, 2022 March 2, 2021
Geoffrey T. Martin 33,180 33,336 26,360
RSUs Granted
February 27, 2023 March 1, 2022 March 2, 2021
Sean Washchuk 14,760 15,752 12,788
Lalitha Vaidyanathan 14,872 15,556 12,708
Ben Rubino 14,872 15,556 12,708
Guenther Birkner 14,032 14,952 12,704
----- End of picture text -----

The value of these RSUs as reported above is calculated using the Black Scholes method, which is the same method used by the Company for accounting purposes.

==> picture [431 x 54] intentionally omitted <==

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

Date of Grant Expected Value Expected Black Scholes Value
Life Per Share [(i)] Dividends Year 1 Year 2 Year 3 Year 4
February 25, 2020 4 years $45.00 0.72 $44.29 $43.59 $42.91 $42.23
March 2, 2021 4 years $67.25 0.84 $66.42 $65.60 $64.79 $63.99
March 1, 2022 4 years $57.14 0.96 $56.20 $55.27 $54.35 $53.46
February 27, 2023 [(ii)] 4 years $65.04 1.06 $63.95 $62.92 $61.91 $60.92
----- End of picture text -----

(i) Closing price of the Company’s Class B non-voting shares on the TSX on the day preceding the date of grant.

(ii) The value of RSUs awarded to Mr. Martin on March 1, 2023 was calculated using the February 27, 2023 Black Scholes Value.
(7) Salaries for all NEOs were adjusted on March 1, 2023, and therefore the calculation in this table reflects two months of salary at their 2022 rates.

The total cost of the compensation of the NEO executive team in 2023 was $14.8 million, or 2.8% of the Company’s net earnings of $530.2 million.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 44

INCENTIVE PLAN AWARDS

Information relating to all share-based and option-based awards outstanding at the end of the most recently completed financial year is set forth in the table below.

Outstanding Share-Based Awards and Option-Based Awards as of December 31, 2023

==> picture [467 x 202] intentionally omitted <==

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

Option-based Awards Share-based Awards [(1)]
Market or Market or
Number of payout value payout value
Number of shares or of share- of vested
securities Value of units of based share-based
underlying Option unexercised shares that awards that awards not
unexercised exercise Option in-the-money have not have not paid out or
Name options price expiration date options vested vested distributed
(#) ($) ($) (#) ($) ($)
Geoffrey T. 0 - - - 337,787 20,128,727 0
Martin
Sean P.
0 - - - 121,516 7,241,138 0
Washchuk
Lalitha
0 - - - 122,690 7,311,097 0
Vaidyanathan
Ben
0 - - - 133,510 7,955,861 0
Rubino
Guenther
0 - - - 143,987 8,580,185 0
Birkner
----- End of picture text -----

NOTES:

(1) Share-based awards consist of PSUs and RSUs. These PSUs and RSUs are valued at $59.59, being the closing price of the Company’s Class B non-voting shares on the TSX on December 29, 2023. Please refer to a description of the 20172025 LTRP, the 2019-2023 LTIP and the RSU Plan, under which these PSUs and RSUs were granted, set forth above under the headings “2019-2023 LTIP” on page 32, “2017-2025 LTRP” on page 33 and “Restricted Stock Unit Plan” on page 34.

Information relating to incentive plan award values (equity and non-equity) vested or earned during the most recently completed financial year is set forth in the table below.

Incentive Plan Awards—Value Vested or Earned During 2023

==> picture [467 x 102] intentionally omitted <==

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

Non-equity incentive plan
Option-based awards – Value Share-based awards – Value compensation – Value
vested during the year vested during the year earned during the year
Name ($) [(1)] ($) [(2)(3)] ($) [(4)]
Geoffrey T. Martin 337,990 1,581,086 1,346,239
Sean P. Washchuk 157,420 1,570,316 294,000
Lalitha Vaidyanathan 157,420 1,564,698 359,965
Ben Rubino 157,420 1,893,842 602,941
Guenther Birkner 157,420 1,889,461 325,772
----- End of picture text -----

NOTES:

(1) The aggregate dollar value of option-based awards vested during 2023 is determined by calculating the difference between the market price of the Class B non-voting shares underlying the options on the TSX on the vesting date and the exercise price of the options, multiplied by the number of vested options. The amounts shown reflect only those option-based awards that were in-the-money on the vesting date.
(2) RSUs granted under the RSU Plan to Mr. Martin, Ms. Vaidyanathan, Mr. Washchuk, Mr. Rubino and Mr. Birkner on February 25, 2020, March 2, 2021 and March 1, 2022, vested 25% in 2023. The value of the RSUs has been calculated using the closing price of $64.99, $64.93 and $65.60 per share, being the closing price of the Company’s Class B nonvoting shares on the TSX on February 27, 2023, March 2, 2023 and March 1, 2023, respectively.
(3) RSUs granted under the 2017-2025 LTRP to Mr. Washchuk, Ms. Vaidyanathan, Mr. Rubino and Mr. Birkner on September 1, 2017, vested 25% on September 1, 2023. The value of the RSUs has been calculated using the closing price of $60.84 per share, being the closing price of the Company’s Class B non-voting shares on the TSX on September 1, 2023.
(4) Those amounts originally denominated in US$ or CHF have been converted into C$ at the average year-to-date-exchange rate as at December 31, 2023. (See “Calculation of Foreign Exchange and Other Values”.)

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 45

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The equity compensation plans providing for the issuance of securities are the Option Plan, the DSU Plan, the 2017-2025 LTRP, the 2019 LTRP, the PSU Plan and the RSU Plan. The following table sets forth the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2023:

Securities Authorized for Issuance under Equity Compensation Plans

==> picture [466 x 183] intentionally omitted <==

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

Number of Weighted-average Number of securities remaining
securities to be exercise price of available for future issuance
issued upon outstanding options, under equity compensation
exercise of warrants and rights plans (excluding securities
outstanding reflected in column (a)) [(1)]
options, warrants
and rights
Plan Category (a) (b) (c)
Equity compensation 2,228,746 $55.73 2,652,233
plans approved by
security holders
Equity compensation 0 0 0
plans not approved by
security holders
Total 2,228,746 $55.73 2,652,233
----- End of picture text -----

NOTES:

(1) The Company had 267,913 DSUs outstanding and 22,374 DSUs available for future issuance under the DSU Plan; 129,338 RSUs outstanding and 230,662 RSUs available for future issuance under the 2019 LTRP; 1,082,789 performance-based PSUs outstanding and 346,530 PSUs available for future issuance under the PSU Plan; and 495,862 RSUs outstanding and 2,052,667 RSUs available for future issuance under the RSU Plan, in each instance as at December 31, 2023. 123,000 options were outstanding and no options under the Employee Stock Option Plan were available for future issuance and 129,844 RSUs were outstanding and no additional RSUs available for issuance under the 2017-2025 LTRP, in each instance as at December 31, 2023.

Employee Stock Option Plan

The Option Plan was established to focus executive attention on the long-term interests of the Company and growth in shareholder value. Options are no longer issued to employees and officers of the Company and its subsidiaries, though some previously granted options remain outstanding. The outstanding stock options were granted at the closing price on the TSX of Class B non-voting shares on the day prior to the effective date of the grant. The Board has the discretion to vary the vesting provisions of grants issued under the Option Plan.

Details of all share-based and option-based awards to NEOs outstanding at the end of the most recently completed financial year are set forth in the table entitled “Outstanding Share-Based Awards and OptionBased Awards as of December 31, 2023” in the section entitled “Incentive Plan Awards” above. Additional details regarding the terms of the Option Plan, including the annual “burn rate” under the Option Plan for the three prior years, are described below.

Options granted under the Option Plan are non-assignable by the optionee except to the legal personal representatives of a deceased optionee.

Unless otherwise determined by the HR Committee, options will terminate and cease to be exercisable upon the cessation of employment as follows:

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 46

on the death of an optionee or the disability of an optionee (as determined by the HR Committee), the options will vest immediately and remain exercisable for up to 12 months;
on retirement on or after the age of 65 or on early retirement on or after the age of 55 with the concurrence of the HR Committee, the options will continue to vest as scheduled and be exercisable for up to 36 months;
on resignation by the optionee or upon termination of employment for cause, the options then vested may be exercised until the last day of employment and thereafter terminate; and
on termination of employment by the Company for any other reason, the options will terminate and cease to be exercisable 90 days after the earlier of the date the optionee ceased to be an officer or employee and the date that notice of dismissal from employment was provided, with vesting ceasing on such earlier date.

The HR Committee has discretion to extend the termination date of options upon the cessation of employment but cannot extend the option beyond the original expiry date and cannot extend the option by more than two years from the date the optionee ceased to be an officer or employee.

If a bona fide offer (a “takeover bid”) is made that includes the Class B non-voting shares of the Company that could result in the offeror exercising control over the Company, the Board has discretion to accelerate the vesting and expiry date of any options that are then outstanding and to effectively require that such Class B non-voting shares thereafter acquired on exercise of the options, be tendered to the takeover bid.

The Board may discontinue, amend or modify the Option Plan at any time; provided, however, that shareholder approval must be obtained: (i) to reduce the exercise price of an option either directly, or indirectly including by means of the cancellation of an option and the reissue of a similar option; (ii) to extend the period available to exercise an option beyond the normal expiration date (except in respect of blackout periods and the cessation of employment as provided in the Option Plan); and (iii) to amend any assignment rights set forth in the Option Plan, other than to permit assignments to a registered retirement savings plan, registered retirement income fund or similar plans for the benefit of the optionee. All other amendments to the Option Plan may be made at the discretion of the Board. For example, the discretion of the Board includes, without limitation, authority to make amendments to clarify any ambiguity, inconsistency or omission in the Option Plan and other amendments of a clerical or housekeeping nature, to alter the vesting or termination provisions of any option or of the Option Plan, to modify the mechanics of exercise, and to add a financial assistance provision.

As of December 31, 2023, there were no shares reserved and available for issuance for additional grants under the Option Plan, as no further option grants are being made.

During 2023, options to purchase 513,000 Class B non-voting shares were exercised and 717,500 options that were not in-the-money expired. As at December 31, 2023, the Company had options outstanding to purchase 123,000 Class B non-voting shares, representing 0.1% of the number of Class B non-voting shares issued and outstanding. No Class B non-voting shares are available for additional option grants under the Option Plan. No repricing of outstanding options occurred in the course of 2023, nor to the date of this Management Proxy Circular.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 47

The following table sets forth the “burn rate” of the Company’s Option Plan over the last three financial years.

	2023	2022	2021
Number of securities granted during the applicable fiscal year	0	0	0
Weighted average number of securities outstanding for the applicable fiscal year	165,760,400	166,183,747	167,924,373
Burn Rate	0.00%	0.00%	0.00%

As of the date hereof, the Company had no options outstanding to purchase Class B non-voting shares and no Class B non-voting shares are available for additional option grants under the Option Plan.

Deferred Share Unit Plan

The Company’s DSU Plan was established in 2004 to promote greater alignment of interests between nonemployee members of the Board and shareholders. Under the terms of the DSU Plan, non-employee members of the Board may elect to receive, in lieu of total cash remuneration that would otherwise be payable to such directors or any portion thereof, the number of DSUs equivalent to such cash remuneration. Directors who have met their equity ownership requirement are no longer eligible to receive their cash compensation in DSUs. DSUs are also awarded as payment, in part, of the annual director retainer.

DSUs vest immediately when granted but cannot be redeemed or paid out until such time as the eligible director ceases to be a director of the Company. A retiring director has until December 1 of the calendar year following their retirement from the Board to redeem their DSUs. Under the terms of the DSU Plan upon redemption, a holder of DSUs is entitled to receive the number of Class B non-voting shares issued from treasury equating to the number of their DSUs (less an adjustment for requisite statutory withholdings), or, at the sole option of the Company, a cash amount equal to the fair market value of an equal number of Class B non-voting shares on the date of notification of redemption. It is the Company’s intention to satisfy redemptions of DSUs by the issuance of treasury shares, though it has the option to settle in cash where the issuance of treasury shares would not be appropriate.

The following table indicates the number of DSUs outstanding and DSUs available for issuance under the DSU Plan as at December 31, 2023, and the date hereof:

==> picture [466 x 76] intentionally omitted <==

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

December 31, 2023 March 15, 2024
# of DSUs Outstanding 267,913 267,913
% of Class B non-voting shares 0.16% 0.16%
# of DSUs Available for Issuance 22,374 22,374
% of Class B non-voting shares 0.01% 0.01%
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 48

The following table sets forth the “burn rate” of the Company’s DSU Plan over the last three financial years.

2023 2022 2021	2023 2022 2021	2023 2022 2021	2023 2022 2021
Number of securities granted during the applicable fiscal year 15,679 13,202 9,746
Weighted average number of securities outstanding for the applicablefiscalyear 165,760,400 166,183,747 167,924,373
Burn Rate	0.01%	0.01%	0.01%

2017-2025 LTRP

The 2017-2025 LTRP was established in 2017 and approved by shareholders of the Company on May 8, 2018. This Plan was established as a one-time long-term incentive to each of Guenther Birkner, Ben Rubino, Sean Washchuk and Lalitha Vaidyanathan. An aggregate of 259,676 Class B non-voting shares were reserved for issuance under this Plan and an aggregate of 259,676 RSUs were awarded to the participants on September 1, 2017. Upon vesting, each RSU will be satisfied by the issuance from treasury of one Class B non-voting share. On September 1, 2023, 64,916 RSUs vested and 129,844 RSUs were outstanding as of December 31, 2023. No additional RSUs are presently available for issuance under this Plan.

The number of Class B non-voting shares issuable at any time to insiders pursuant to RSUs granted under the 2017-2025 LTRP, together with Class B non-voting shares issuable to insiders pursuant to all other share compensation arrangements shall not, collectively, exceed 10% of the outstanding issue. The number of Class B non-voting shares issued to insiders pursuant to RSUs granted under the 2017-2025 LTRP, together with Class B non-voting shares issued to insiders pursuant to all other share compensation arrangements shall not, collectively, within any one year period, exceed 10% of the outstanding issue.

As a condition of the grant of RSUs, each of the participants has agreed to, among other things, maintain holdings in the Company’s Class B non-voting shares at least equal to three times their annual base salary (excluding vested and unvested stock option grants and unvested RSU grants under either the LTIP or LTRP Plans of the Company) until September 1, 2025.

Provided that the participant remains in continuous employment with the Company (or a subsidiary of the Company) from September 1, 2017, through the relevant vesting date, the RSUs will vest in four equal instalments. As described above, 64,916 RSUs vested on September 1, 2023. The remaining RSUs will vest on September 1 of each of 2024 and 2025. Unvested RSUs will not vest and will be forfeited upon a participant’s employment with the Company (or a subsidiary of the Company) ceasing for any reason prior to the applicable vesting date(s) of the RSUs, except that in the event of the retirement of the participant (as agreed to by the CEO of the Company and as confirmed by the HR Committee) or the death or longterm disability of the participant (as confirmed by the HR Committee) while employed by the Company (or a subsidiary of the Company), RSUs may vest and Class B non-voting shares issued in whole or in part, as determined in the discretion of the CEO of the Company and subject to and only after the approval of the HR Committee.

Participants under this Plan have no right or entitlement to any dividends declared on Class B non-voting shares underlying the RSUs until and only to the extent the RSUs have vested. RSUs are not transferable or assignable other than by will or pursuant to the laws of descent and distribution.

In the event of a stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of the Company’s assets to shareholders, or any other change affecting the Class B non-voting shares, including the conversion thereof into shares of another entity upon an amalgamation, arrangement or reorganization of the Company, other than a Going Private Transaction (as defined below) (a “Share Reorganization”), such proportionate adjustments,

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 49

if any, as the Board in its sole discretion may deem appropriate to reflect such change, shall be made with respect to the number of RSUs outstanding under the 2017-2025 LTRP and Class B non-voting shares to be issued in respect thereof. No additional RSUs shall be granted to a participant to compensate for a downward fluctuation in the price of the Class B non-voting shares, nor shall any other form of benefit be conferred on, or in respect of, a participant for such purpose. In the event that the Company enters into an agreement involving a merger, amalgamation, arrangement or other business combination pursuant to which all of the outstanding shares of the Company will be acquired by or exchanged for cash, shares or other property of a third party, other than a Share Reorganization (a “Going Private Transaction”), all outstanding and unvested RSUs will vest immediately prior to consummation of the Going Private Transaction in order to have the participants participate in the Going Private Transaction on the same basis as the other holders of Class B non-voting shares.

The Board may from time to time amend this Plan and the terms and conditions of any RSUs granted thereunder with the consent of the affected participant if such amendment would adversely affect that participant’s rights. However, shareholders of the Company will be required to approve any amendment to the 2017-2025 LTRP or any RSU which: (i) removes or increases the limits on insider participation under the 2017-2025 LTRP; (ii) increases the number of Class B non-voting shares reserved for issuance under the 2017-2025 LTRP (other than in connection with a Share Reorganization); (iii) adds additional persons eligible to receive RSUs under the 2017-2025 LTRP; (iv) amends the restrictions on assignment of RSUs, other than to permit the transfer of an RSU to a registered retirement savings plan, a registered retirement income fund or to other similar plans for the benefit of participant; (v) requires the approval of shareholders under applicable law, including the rules, regulations and policies of the TSX; or (vi) amends the provisions of the 2017-2025 LTRP requiring shareholder approval for certain amendments to the 2017- 2025 LTRP.

The following table sets forth the “burn rate” of the Company’s 2017-2025 LTRP over the last three financial years.

2023 2022 2021	2023 2022 2021	2023 2022 2021	2023 2022 2021
Number of securities granted during the applicable fiscal year 0 0 0
Weighted average number of securities outstanding for the applicable fiscal year 165,760,400 166,183,747 167,924,373
Burn Rate	0.00%	0.00%	0.00%

2019 LTRP

The 2019 LTRP was established in June 2019 and the 2019 LTRP, the reservation of 360,000 Class B non-voting shares thereunder and the initial grant of 129,338 RSUs thereunder were approved by shareholders of the Company on May 14, 2020. The 2019 LTRP provides a one-time long term retention incentive in the form of RSUs to key officers or employees of the Company as recommended by the HR Committee from time to time. RSUs are a bookkeeping entry, with each RSU having the same value as one Class B non-voting share of the Company. The objective of the 2019 LTRP is to motivate and retain each of the participants during the period from the date of grant of the RSUs until final vesting of the RSUs, expected to be on the eighth anniversary of the date of grant (the “LTRP Period”).

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 50

An aggregate of 360,000 Class B non-voting shares of the Company were reserved for issuance from treasury under the 2019 LTRP. Upon vesting, each RSU will be satisfied by the issuance from treasury of one Class B non-voting share. The following table indicates the number of RSUs outstanding and RSUs available for issuance under the 2019 LTRP as at December 31, 2023, and the date hereof:

	December 31, 2023	March 15, 2024
# of RSUs Outstanding	129,338	129,338
% of Class B non-votingshares	0.08%	0.08%
# of RSUs Available for Issuance	230,662	230,662
% of Class B non-votingshares	0.14%	0.14%

The number of Class B non-voting shares issuable at any time to insiders pursuant to RSUs granted under the 2019 LTRP, together with Class B non-voting shares issuable to insiders pursuant to all other share compensation arrangements shall not, collectively, exceed 10% of the outstanding issue. The number of Class B non-voting shares issued to insiders pursuant to RSUs granted under the 2019 LTRP, together with Class B non-voting shares issued to insiders pursuant to all other share compensation arrangements shall not, collectively, within any one year period, exceed 10% of the outstanding issue.

Participants under the 2019 LTRP have no right or entitlement to any dividends declared on Class B nonvoting shares underlying the RSUs until and only to the extent the RSUs have vested. RSUs are not transferable or assignable other than by will or pursuant to the laws of descent and distribution. No participant shall have any rights as a shareholder of the Company with respect to the Class B non-voting shares underlying the RSUs until and only to the extent that the RSUs vest in accordance with the 2019 LTRP.

The applicable number of Class B non-voting shares to be issued to a participant in respect of RSUs which vest will be issued and delivered as soon as reasonably practicable following the applicable vesting date. RSUs will vest at the rate of 25% per annum on the fifth, sixth, seventh and eighth anniversaries of the date of grant. The Company may deduct from any payments made pursuant to the 2019 LTRP such withholding taxes or other withholdings as may be required by applicable law and in this connection, the Company has the right in its discretion to satisfy any such withholding liability by selling on behalf of a participant any Class B non-voting shares which would otherwise be issued to a participant under the 2019 LTRP, or to require a participant, as a condition of receiving any Class B non-voting shares under the 2019 LTRP, to pay to the Company the amount of applicable withholdings.

Each of the participants agreed, as a condition of the grant of RSUs under the 2019 LTRP: (i) to maintain holdings in the Company’s Class B non-voting shares at least equal to one times their annual base salary plus target bonus (excluding vested and unvested stock option grants and unvested RSU grants under either the LTIP or LTRP Plans of the Company) throughout the LTRP Period and beyond; (ii) to the terms of a non-compete/non-solicitation restriction having a duration of one year following each vesting of RSUs under the 2019 LTRP and otherwise on terms acceptable to the HR Committee and the participant.

There are no performance criteria for the vesting of RSUs, provided that the participant must remain in continuous employment with the Company (or a subsidiary of the Company) from the date of grant through each of the vesting dates of RSUs. Unvested RSUs will not vest and will be forfeited if a participant’s employment with the Company (or a subsidiary of the Company) ceases for any reason prior to the applicable vesting date(s) of the RSUs, except that in the event of the retirement of the participant (as agreed to by the CEO of the Company and as confirmed by the HR Committee) or the death or long term disability of the participant (as confirmed by the HR Committee) while employed by the Company (or a subsidiary of the Company), RSUs may vest and Class B non-voting shares be issued in whole or in part, as determined in the discretion of the CEO of the Company and subject to and only after the approval of the HR Committee. Vesting of RSUs and the issuance of related Class B non-voting shares to retiring participants, disabled participants or estates of deceased participants, will be made on the same dates as vesting of RSUs and issuances of Class B non-voting shares to other participants under the 2019 LTRP in accordance with the terms of the 2019 LTRP.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 51

In the event of a Share Reorganization, such proportionate adjustments, if any, as the Board in its sole discretion may deem appropriate to reflect such change, shall be made with respect to the number of RSUs outstanding under the 2019 LTRP and Class B non-voting shares to be issued in respect thereof. No additional RSUs shall be granted to a participant to compensate for a downward fluctuation in the price of the Class B non-voting shares, nor shall any other form of benefit be conferred on, or in respect of, a participant for such purpose.

Subject to any required approval of the TSX and subject to as provided below regarding shareholder approval, the Board may from time to time amend the 2019 LTRP and the terms and conditions of any RSUs thereafter to be granted thereunder and with the consent of the affected participant, if such amendment would adversely affect that participant’s rights thereunder, may from time to time amend the 2019 LTRP and the terms and conditions of any RSUs which have been theretofore granted, in each case without the approval of the Company’s shareholders.

The shareholders of the Company will be required to approve any amendment to the 2019 LTRP or any RSU which: (i) removes or increases the limits on insider participation under the 2019 LTRP described above; (ii) increases the number of Class B non-voting shares reserved for issuance under the 2019 LTRP (other than in connection with a Share Reorganization); (iii) broadens the categories of persons eligible to receive RSUs under the 2019 LTRP; (iv) amends the restrictions on assignment of RSUs, other than to permit the transfer of an RSU to a registered retirement savings plan, a registered retirement income fund or to other similar plans for the benefit of participant; (v) requires the approval of shareholders under applicable law, including the rules, regulations and policies of the TSX; or (vi) amends the provisions of the 2019 LTRP requiring shareholder approval for certain amendments to the 2019 LTRP as described in this paragraph.

The following table sets forth the “burn rate” of the 2019 LTRP over the last three financial years.

2023 2022 2021	2023 2022 2021	2023 2022 2021	2023 2022 2021
Number of securities granted during the applicable fiscal year 0 0 0
Weighted average number of securities outstanding for the applicablefiscalyear 165,760,400 166,183,747 167,924,373
Burn Rate	0.00%	0.00%	0.00%

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 52

PSU Plan

The PSU Plan was established in September 2019 and the PSU Plan, the reservation for issuance of 1,540,960 Class B non-voting shares thereunder and the grant of 1,284,133 Performance Stock Units (“PSUs”) thereunder were approved by shareholders of the Company on May 14, 2020. The PSU Plan provides long term incentives in the form of PSUs to key officers or employees of the Company on the achievement of specific measures, as determined by the Board on the recommendations of the HR Committee from time to time, in order to promote a greater alignment of interests between such officers or employees and the shareholders of the Company. PSUs are a bookkeeping entry, with each PSU having the same value as one Class B non-voting share of the Company.

An aggregate of 1,540,960 Class B non-voting shares of the Company were reserved for issuance from treasury under the PSU Plan. The vesting of PSUs is subject to the attainment of certain performance measures specified by the Board relating to the business of the Company and its subsidiaries. The specified performance measures may include such financial, personal, operational or transaction-based performance criteria relating to the Company and its subsidiaries as may be determined by the HR Committee from time to time and may be in respect of the Company and its subsidiaries as a whole, or in part, and may be measured either in total, incrementally or cumulatively over a specified performance period, on an absolute basis or relative to a pre-established target or milestone, to previous years' results or to a designated comparator group, or otherwise as determined by the HR Committee from time to time. The initial performance measures and targets were determined by the HR Committee in 2019, prior to the outbreak of the COVID-19 pandemic and the period for the attainment of such measures was to initially be the three year period of January 1, 2019 to December 31, 2021. As a result of the significant uncertainties, challenges and impacts on the Company and its subsidiaries arising due to the COVID-19 pandemic, the Board determined that it would be appropriate to update the initial specified performance measures and extend the period for the attainment of such measures and the vesting of PSUs granted by two years to December 31, 2023. These amendments were not of a nature that required shareholder approval, as further outlined below.

As the initial specified performance measures and targets established by the HR Committee in 2019 were not achieved for the reasons described above, the Board, on the recommendation of the HR Committee, adjusted PSUs awarded to certain non-executive participants under the PSU Plan by a factor of 50% and provided that the vesting of such PSUs would be time-based. On March 15, 2023, 111,641 time-based PSUs vested in accordance with the PSU Plan. As of December 31, 2023, 1,082,789 PSUs were outstanding.

In February 2024, the HR Committee and the Board approved the vesting of PSUs with a payout factor of 118.4%. Accordingly, the 1,082,789 PSUs outstanding were adjusted upwards to 1,282,022 PSUs. As described above, under the heading “Long-Term Incentive Plans,” the achievement of 100% of the performance measures and targets would result in payment of 100% of the payment target and achievement of only 90% of the performance measures and targets would result in payment of only 50% of the payment target. No payout would be made for achievement of less than 90% of the performance measures and targets.

As of the date hereof, there are 1,282,022 PSUs outstanding and 147,297 PSUs remain available for issuance under the PSU Plan. Payout of the PSUs is expected to occur on or around March 25, 2024.

The number of Class B non-voting shares issuable at any time to insiders pursuant to PSUs granted under the PSU Plan, together with Class B non-voting shares issuable to insiders pursuant to all other share compensation arrangements shall not, collectively, exceed 10% of the outstanding issue. The number of Class B non-voting shares issued to insiders pursuant to PSUs granted under the PSU Plan, together with Class B non-voting shares issued to insiders pursuant to all other share compensation arrangements shall not, collectively, within any one year period, exceed 10% of the outstanding issue.

Participants will not have any right or entitlement to any dividends declared on Class B non-voting shares underlying the PSUs from the date of grant of the PSUs until and only to the extent of vesting. PSUs are not transferable or assignable other than by will or pursuant to the laws of descent and distribution. No

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 53

participant shall have any rights as a shareholder of the Company with respect to the Class B non-voting shares underlying the PSUs until and only to the extent that the PSUs vest in accordance with the PSU Plan.

The applicable number of Class B non-voting shares to be issued to a participant in respect of PSUs which vest will be issued and delivered as soon as reasonably practicable following the applicable vesting date. The Company may deduct from any payments made pursuant to the PSU Plan such withholding taxes or other withholdings as may be required by applicable law and in this connection, the Company has the right in its discretion to satisfy any such withholding liability by selling on behalf of a participant any Class B nonvoting shares which would otherwise be issued to a participant under the PSU Plan, or to require a participant, as a condition of receiving any Class B non-voting shares under the PSU Plan, to pay to the Company the amount of applicable withholdings. Any PSUs that do not vest in accordance with the terms of the grant of such PSUs and the PSU Plan from time to time, including as a result of the applicable specified performance measures not being achieved, shall, unless otherwise determined by the Board, terminate and be cancelled on the date such determination is made and shall have no further force or effect.

Unvested PSUs will not vest and will be forfeited if a participant’s employment with the Company (or a subsidiary of the Company) ceases for any reason prior to the applicable vesting date(s) of the PSUs, except that in the event of the retirement of the participant (as agreed to by the CEO of the Company and as confirmed by the HR Committee) or the death or long term disability of the participant (as confirmed by the HR Committee) while employed by the Company (or a subsidiary of the Company), PSUs may vest and Class B non-voting shares may be issued in whole or in part, as determined in the discretion of the CEO of the Company and subject to and only after the approval of the HR Committee. Vesting of PSUs and the issuance of related Class B non-voting shares to retiring participants, disabled participants or estates of deceased participants, will be made on the same dates as vesting of PSUs and issuances of Class B non-voting shares to other participants under the PSU Plan in accordance with the terms of the PSU Plan.

In the event of a Share Reorganization, such proportionate adjustments, if any, as the Board in its sole discretion may deem appropriate to reflect such change, shall be made with respect to the number of PSUs outstanding under the PSU Plan and Class B non-voting shares to be issued in respect thereof. No additional PSUs shall be granted to a participant to compensate for a downward fluctuation in the price of the Class B non-voting shares, nor shall any other form of benefit be conferred on, or in respect of, a participant for such purpose.

In the event that the Company enters into an agreement involving a Going Private Transaction, all outstanding and unvested PSUs will vest immediately prior to consummation of the Going Private Transaction in order to have the participants participate in the Going Private Transaction on the same basis as the other holders of Class B non-voting shares.

Subject to any required approval of the TSX and subject to as provided below regarding shareholder approval, the Board may from time to time amend the PSU Plan and the terms and conditions of any PSUs thereafter to be granted thereunder and with the consent of the affected participant, if such amendment would adversely affect that participant’s rights thereunder, may from time to time amend the PSU Plan and the terms and conditions of any PSUs which have been theretofore granted, in each case without the approval of the Company’s shareholders.

The shareholders of the Company will be required to approve any amendment to the PSU Plan or any PSU which: (i) removes or increases the limits on insider participation under the PSU Plan described above; (ii) increases the number of Class B non-voting shares reserved for issuance under the PSU Plan (other than in connection with a Share Reorganization); (iii) broadens the categories of persons eligible to receive PSUs under the PSU Plan; (iv) amends the restrictions on assignment of PSUs, other than to permit the transfer of an PSU to a registered retirement savings plan, a registered retirement income fund or to other similar plans for the benefit of participant; (v) requires the approval of shareholders under applicable law, including the rules, regulations and policies of the TSX; or (vi) amends the provisions of the PSU Plan requiring shareholder approval for certain amendments to the PSU Plan as described in this

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 54

paragraph.

The following table sets forth the “burn rate” of the PSU Plan over the last three financial years.

2023 2022 2021	2023 2022 2021	2023 2022 2021	2023 2022 2021
Number of securities granted during the applicable fiscal year 0 0 0
Weighted average number of securities outstanding for the applicable fiscal year 165,760,400 166,183,747 167,924,373
Burn Rate	0.00%	0.00%	0.00%

RSU Plan

The RSU Plan was established in February 2020 and the RSU Plan, the reservation for issuance of 2,863,152 Class B non-voting shares thereunder and the initial grant of 242,684 RSUs thereunder were approved by shareholders of the Company on May 14, 2020. The RSU Plan provides incentives in the form of Restricted Stock Units (“RSUs”) to key officers or employees of the Company as recommended by the HR Committee from time to time. RSUs are a bookkeeping entry, with each RSU having the same value as one Class B non-voting share of the Company. The objective of the RSU Plan is to assist the Company and its subsidiaries in attracting and retaining individuals with experience and skill to serve as key officers and employees of the Company and its subsidiaries, to allow such key officers and employees to participate in the long-term success of the Company and its subsidiaries and to promote a greater alignment of interests between the participants and the shareholders of the Company. RSU grants under the RSU Plan replaced stock option grants under the existing Option Plan as part of the annual compensation review for executive officers of the Company.

An aggregate of 2,863,152 Class B non-voting shares of the Company were reserved for issuance from treasury under the RSU Plan. Upon vesting, each RSU will be satisfied by the issuance from treasury of one Class B non-voting share. The following table indicates the number of RSUs outstanding and RSUs available for issuance under the RSU Plan as at December 31, 2023, and the date hereof:

==> picture [467 x 76] intentionally omitted <==

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

December 31, 2023 March 15, 2024
# of RSUs Outstanding 495,862 496,269
% of Class B non-voting shares 0.30% 0.30%
# of RSUs Available for Issuance 2,052,667 1,853,927
% of Class B non-voting shares 1.24% 1.11%
----- End of picture text -----

Subject to the terms of any specific grant of RSUs, RSUs granted under the RSU Plan will vest at the rate of 25% per annum each on the first, second, third and fourth anniversary dates of the date of grant of such RSUs.

The number of Class B non-voting shares issuable at any time to insiders pursuant to RSUs granted under the RSU Plan, together with Class B non-voting shares issuable to insiders pursuant to all other share compensation arrangements shall not, collectively, exceed 10% of the outstanding issue. The number of Class B non-voting shares issued to insiders pursuant to RSUs granted under the RSU Plan, together with Class B non-voting shares issued to insiders pursuant to all other share compensation arrangements shall not, collectively, within any one year period, exceed 10% of the outstanding issue.

Participants under the RSU Plan have no right or entitlement to any dividends declared on Class B nonvoting shares underlying the RSUs until and only to the extent the RSUs have vested. RSUs are not transferable or assignable other than by will or pursuant to the laws of descent and distribution. No participant shall have any rights as a shareholder of the Company with respect to the Class B non-voting

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 55

shares underlying the RSUs until and only to the extent that the RSUs vest in accordance with the RSU Plan.

The applicable number of Class B non-voting shares to be issued to a participant in respect of RSUs which vest will be issued and delivered as soon as reasonably practicable following the applicable vesting date. The Company may deduct from any payments made pursuant to the RSU Plan such withholding taxes or other withholdings as may be required by applicable law and in this connection, the Company has the right in its discretion to satisfy any such withholding liability by selling on behalf of a participant any Class B nonvoting shares which would otherwise be issued to a participant under the RSU Plan, or to require a participant, as a condition of receiving any Class B non-voting shares under the RSU Plan, to pay to the Company the amount of applicable withholdings.

There are no performance criteria for the vesting of RSUs, provided that the participant must remain in continuous employment with the Company (or a subsidiary of the Company) from the date of grant through each of the vesting dates of RSUs. Unvested RSUs will not vest and will be forfeited if a participant’s employment with the Company (or a subsidiary of the Company) ceases for any reason prior to the applicable vesting date(s) of the RSUs, except that in the event of the retirement of the participant (as agreed to by the CEO of the Company and as confirmed by the Committee) or the death or long term disability of the participant (as confirmed by the Committee) while employed by the Company (or a subsidiary of the Company), RSUs may vest and Class B non-voting shares be issued in whole or in part, as determined in the discretion of the CEO of the Company and subject to and only after the approval of the HR Committee. Vesting of RSUs and the issuance of related Class B non-voting shares to retiring participants, disabled participants or estates of deceased participants, will be made on the same dates as vesting of RSUs and issuances of Class B non-voting shares to other participants under the RSU Plan in accordance with the terms of the RSU Plan.

In the event of a Share Reorganization, such proportionate adjustments, if any, as the Board in its sole discretion may deem appropriate to reflect such change, shall be made with respect to the number of RSUs outstanding under the RSU Plan and Class B non-voting shares to be issued in respect thereof. No additional RSUs shall be granted to a participant to compensate for a downward fluctuation in the price of the Class B non-voting shares, nor shall any other form of benefit be conferred on, or in respect of, a participant for such purpose.

In the event that the Company enters into an agreement involving a Going Private Transaction, all outstanding and unvested RSUs will vest immediately prior to consummation of the Going Private Transaction in order to have the participants participate in the Going Private Transaction on the same basis as the other holders of Class B non-voting shares. Without limiting the rights of the Board under the RSU Plan to amend the terms and conditions of RSUs, including the right to accelerate the vesting of outstanding and unvested RSUs, the Board may accelerate the vesting of outstanding and unvested RSUs in connection with a bona fide offer (an “Offer”) for voting or equity shares being made to shareholders of the Company generally, or to a class of shareholders of the Company, which Offer would include participants if the outstanding and unvested RSUs held by them were vested, and which Offer, if accepted in whole or in part, would result in the offeror exercising control over the Company.

Subject to any required approval of the TSX and subject to as provided below regarding shareholder approval, the Board may from time to time amend the RSU Plan and the terms and conditions of any RSUs thereafter to be granted thereunder and with the consent of the affected participant, if such amendment would adversely affect that participant’s rights thereunder, may from time to time amend the RSU Plan and the terms and conditions of any RSUs which have been theretofore granted, in each case without the approval of the Company’s shareholders.

The shareholders of the Company will be required to approve any amendment to the RSU Plan or any RSU which: (i) removes or increases the limits on insider participation under the RSU Plan described above; (ii) increases the number of Class B non-voting shares reserved for issuance under the RSU Plan (other than in connection with a Share Reorganization); (iii) broadens the categories of persons eligible to receive RSUs under the RSU Plan; (iv) amends the restrictions on assignment of RSUs, other than to permit the transfer of an RSU to a registered retirement savings plan, a registered retirement income fund

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 56

or to other similar plans for the benefit of participant; (v) requires the approval of shareholders under applicable law, including the rules, regulations and policies of the TSX; or (vi) amends the provisions of the RSU Plan requiring shareholder approval for certain amendments to the RSU Plan as described in this paragraph.

The following table sets forth the “burn rate” of the RSU Plan over the last three financial years.

2023 2022 2021	2023 2022 2021	2023 2022 2021	2023 2022 2021
Number of securities granted during the applicable fiscal year 207,784 207,272 169,112
Weighted average number of securities outstanding for the applicable fiscal year 165,760,400 166,183,747 167,924,373
Burn Rate	0.13%	0.12%	0.10%

PENSION PLAN BENEFITS

Defined Contribution Plans

The Company maintains a 401K defined contribution plan (“401K Plan”) for all employees in the United States in which Mr. Martin, Ms. Vaidyanathan and Mr. Rubino participate. The 401K Plan provides an employer match of 100% for the first 2% of the employee’s contribution and a 50% match of up to 4% of the employee’s contribution to the legal maximum. In 2023, the Company contributed $31,178 (US$23,100) for Mr. Martin, $31,178 (US$23,100) for Ms. Vaidyanathan and $31,178 (US$23,100) for Mr. Rubino. The Company maintains a defined contribution pension plan (the “DC Plan”) for certain Canadian executives, into which the Company contributes an amount equal to 9% of the executive’s base salary up to the maximum permitted by Canadian income tax laws. Mr. Washchuk’s benefit entitlement is 9% of base salary and annual bonus. This benefit is funded through the DC Plan mentioned above with the balance being supplemented by unfunded contributions (“Supplementary Plan”) accrued for by the Company and earning interest at the rate of the Canadian 20-year treasury bill as at January 15[th] of each year. In 2023, the Company contributed a total of $107,295 to the DC and Supplementary Plans for Mr. Washchuk. The Company also maintains a pension plan for Mr. Birkner. Mr. Birkner’s pension plan is comprised of a two pillar system in which contribution levels are determined according to the age of the employee. In the case of Mr. Birkner, the first pillar provides for an employer contribution of 8.5% of pensionable salary and an 8% contribution by the employee. In addition, the employer makes a risk contribution of 1.74% of pensionable salary and employees make a risk contribution of 1.26% of their pensionable salary. The second pillar, which is a supplemental plan, provides for an employer contribution of 5% and an employee contribution of 5%. A risk contribution of 2.28% is also made by the employer and 1.32% is made by the employee. In 2023, the Company contributed $97,577 (CHF64,948) to Mr. Birkner’s pension plan.

Deferred Compensation Plan

The Company also maintains a deferred compensation plan for certain key executives in which Mr. Martin, Ms. Vaidyanathan and Mr. Rubino participate. The Company contributes a maximum annual company contribution of 9% of base salary and annual bonus for Mr. Martin, and an annual company contribution of 4% of base salary and annual bonus for Ms. Vaidyanathan and Mr. Rubino. If participants, other than Mr. Martin, defer the maximum amount permitted under the 401K Plan, the Company will make a matching contribution to the participant's deferred compensation account equal to 50% of the amount deferred by the participant. In 2023, the Company contributed $435,316 (US$322,528) for Mr. Martin, $129,499 (US$95,946) for Ms. Vaidyanathan and $118,633 (US$87,896) for Mr. Rubino. Contributions to the plan for Mr. Martin are fully vested. In the case of Ms. Vaidyanathan and Mr. Rubino, contributions vest at age 65 with 10 years’ service, or immediately upon death, disability or change of control. The HR Committee may approve earlier vesting at its discretion. The deferred compensation plan also allows executives to defer up to 20% of salary and 100% of annual cash bonuses. Elective deferrals vest immediately. The contributions accrue interest at the rate of 1.5% above the amount paid on United States 20-year treasury

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 57

bills established the first day of each plan year, and which is attributed to the participant’s account monthly. Upon cessation of employment, elective deferrals and earnings thereon will be paid in a lump sum in the month of January following the plan’s year end. Participants may elect, however, to receive payment of elective deferrals and earnings thereon in equal installments over a period of up to 10 years. Vested Company contributions to the plan will be paid in two substantially equal installments on the first and second anniversaries of the date on which the participant ceases employment. All contributions vest in the event of change of control of the Company. The deferred compensation plan is an unfunded plan and therefore considered a defined benefit plan under IFRS.

The following table shows, for Messrs. Martin, Washchuk, Rubino and Birkner, and for Ms. Vaidyanathan, certain information concerning their registered defined contribution plans, including the 401K Plan, the company contributions to the non-qualified pension portion of the deferred compensation plan and the nonregistered, unfunded plans described above.

==> picture [466 x 113] intentionally omitted <==

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

Accumulated value at Accumulated value at
start of year Compensatory [(1)] year end
Name ($) ($) ($)
Geoffrey Martin [(2)] 7,998,223 466,495 9,587,094
Sean Washchuk 1,103,641 107,295 1,297,984
Lalitha Vaidyanathan [(2)] 2,961,825 160,677 3,490,654
Ben Rubino [(2)] 3,490,006 149,811 4,158,853
Guenther Birkner [(2)] 710,878 97,577 928,736
----- End of picture text -----

NOTES:

(1) The compensatory value includes any Company contribution made to the registered and non-registered plans during 2023.

(2) Values are reported in Canadian dollars and have been converted at the average year-to-date exchange rate as at December 31, 2023, being US$1.00=C$1.3497 and CHF=C$1.5024.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 58

TERMINATION AND CHANGE OF CONTROL BENEFITS

The following table sets forth particulars of any contractual entitlements of NEOs in the event of the termination of their employment without cause, or in the event of a change of control in the Company.

Summary Table of Termination and Change of Control Benefits

==> picture [466 x 459] intentionally omitted <==

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

Estimated
incremental
payments, Any significant
payables and conditions or
benefits assuming obligations that
triggering event Timing and apply to
occurred on duration of How payment and receiving
Circumstances that December 31, payments and benefit levels are payments or
Name trigger payment 2023 ($) [(3)] benefits determined benefits
Geoffrey Martin Termination $9,198,570 [(1)] Paid monthly over Two times [(2)] total Conditional upon
without cause 24 months annual observance of
compensation, non-competition
including base covenant
salary, target
bonus, pension
and a lump sum
payment for retiree
medical benefits.
Sean Washchuk Termination $1,322,943 Paid semi-monthly One times annual Conditional upon
without cause over 12 months compensation, observance of
including base non-competition
salary, target covenant
bonus, medical
benefits and
Company
contribution to
pension
Lalitha Termination $1,652,133 Paid biweekly over 12 months’ base Conditional upon
Vaidyanathan without cause 12 months salary, target observance of
bonus, medical non-competition
benefits and covenant
Company
contribution to
Deferred
Compensation
Plan
Ben Rubino Termination $1,631,486 Paid biweekly over 12 months’ base Conditional upon
without cause 12 months salary, target observance of
bonus, medical non-competition
benefits and covenant
Company
contribution to
Deferred
Compensation
Plan
Guenther Termination $1,603,786 Paid in a lump sum 12 months’ base Conditional upon
Birkner without cause upon termination salary, target observance of
bonus and benefits non-competition
covenant
----- End of picture text -----

NOTES:

(1) This calculation is based on a termination in circumstances not involving a change in control. In the event of a termination following a change of control, the amount payable to Mr. Martin would be $13,778,572 (US$10,208,618). Please refer to “Change of Control,” below.

(2) In the event that Mr. Martin’s employment is terminated within one year of a change of control, he is entitled to three times his annual compensation, including base salary, target bonus and pension contribution, instead of the two times compensation reported above. (See “Change of Control” below.)

(3) Those amounts originally denominated in US$ or CHF have been converted into C$ at the average year-to-date exchange rate as at December 31, 2023. (See “Calculation of Foreign Exchange and Other Values” above.)

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 59

Employment Agreements

The Company has entered into employment agreements with Mr. Martin, Mr. Washchuk, Ms. Vaidyanathan, Mr. Rubino and Mr. Birkner.

==> picture [466 x 147] intentionally omitted <==

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

Date of Employment
Name Agreement Key Provisions
 annual base salary subject to yearly review
Geoffrey Martin May 8, 2008
 entitled to participate in the Company’s SMIP
and certain LTIPs
Sean Washchuk October 5, 2011
 entitled to standard benefits and perquisites
of the type normally available to executive
Lalitha Vaidyanathan January 1, 2012
officers
Ben Rubino January 1, 2012  contains standard non-competition and non-
solicitation provisions
Guenther Birkner May 1, 2017  no provisions addressing a change of
responsibility or constructive dismissal
----- End of picture text -----

In addition to the above, as part of his employment contract, Mr. Martin is eligible to receive a lump sum payment of $385,677 (US$285,750), after tax, upon retirement to fund medical benefits for Mr. Martin and his eligible dependents. This payment is only available on retirement if Mr. Martin elects to retire immediately following separation from the Company, and is subject to an annual reduction of 10% for each year over 60 if he has not retired. Mr. Martin is also eligible to receive this payment in the event of termination without cause.

Change of Control

By the terms of his employment agreement, Mr. Martin is entitled to 24 months of severance should his employment be terminated without cause. He is also entitled to receive the lump sum payment for retiree medical benefits described above. No further benefit is payable unless Mr. Martin’s employment is terminated without cause within one year after a change of control of the Company. In such case, he is entitled to receive 36-months’ severance (approximately $13,778,572 (US$10,208,618)) in lieu of 24 months, as provided by his employment agreement. In addition, Mr. Martin is eligible to receive the retirement medical benefit referred to in the earlier paragraph in the event of a change of control. None of the other NEOs are, by the terms of their employment agreements, entitled to any incremental payments or benefits upon a change of control.

Notwithstanding any other conditions that may determine their vesting, outstanding and unvested RSUs vest upon a change in control of the Company, other than RSUs awarded under the 2017-2025 LTRP, which vest upon completion of a Going Private Transaction as described under “2017-2025 LTRP” on page 49. PSUs awarded under the PSU Plan and RSUs awarded under the RSU Plan vest upon completion of a Going Private Transaction as described under “PSU Plan” and “RSU Plan” on pages 53 and 55, respectively.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 60

COMPENSATION OF DIRECTORS

The Nominating and Governance Committee has responsibility for reviewing, and recommending to the Board, director compensation, which is currently conducted every two years. In May of 2022, the Nominating and Governance Committee conducted its biennial review of director compensation. Based on the results of the review, including analysis of peer data and advice received from external compensation consultants, and to recognize the work performed by the Board outside of meetings, the Nominating and Governance Committee recommended several changes to director compensation, which included moving to a flat-fee retainer and increasing the cash retainer. Meeting fees are no longer payable in connection with Board or Committee meetings. Directors resident in the United States are paid the US dollar equivalent amount of any cash retainers.

The following table sets forth the revised compensation received by directors, other than Donald G. Lang and Geoffrey T. Martin, which was approved by the Board as at May 12, 2022.

==> picture [467 x 127] intentionally omitted <==

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

Annual Flat-fee Retainers Amount
Directors
 $37,500 paid in DSUs $220,000
 $182,500 paid in cash
Lead Director $30,000
Audit Committee Chair $25,000
Human Resources Committee Chair $20,000
Nominating and Governance Committee Chair $18,000
Corporate Social Responsibility Committee Chair $18,000
----- End of picture text -----

Directors are entitled to be reimbursed for their reasonable out-of-pocket expenses incurred in the business of the Company. No equity-based compensation (other than DSUs) is granted to directors. Donald Lang and Geoffrey Martin, being employees of the Company, received no fees in their capacity as directors. Mr. Martin received RSUs only in his capacity as an officer of the Company. The Company has no retirement policy or retirement compensation plan for directors.

Mr. Donald Lang, the Executive Chairman of the Company, is compensated as an officer of the Company. The Nominating and Governance Committee reviews his compensation and recommends any adjustment to the Board for approval. For the 2023 fiscal year, Mr. Lang’s compensation consisted of a base salary of $840,000 plus an annual bonus. As a corporate executive, Mr. Lang’s annual bonus is based on adjusted EPS growth over the prior year as described under “Annual Incentive Plans” on page 30 hereof. His target bonus is 65% of salary. In 2023, adjusted EPS exceeded the level achieved in 2022 by 1% resulting in a bonus payment under the terms of the SMIP of 60% of target bonus equaling $327,600. No changes were made to Mr. Lang’s compensation in 2023.

The Company entered into a supplemental retirement agreement (the “SERP”) dated January 1, 1996, with Mr. Lang. This agreement provides for an annual benefit of 2% for each year of service to a maximum of 60% of the average of the executive’s five highest consecutive years’ base salaries (i.e., excluding bonuses, stock options and non-cash benefits) prior to termination of employment. Payments commence upon retirement. On death of the executive, the pension is paid to the executive’s spouse as a 60% joint and survivor pension for life. The Company’s payment obligations are funded in part by a registered defined benefit plan, which provides the same benefit level as the SERP, to the maximum allowable benefit as determined by regulatory authorities. The balance is unfunded. The registered defined benefit plan provides for annual indexing of pension benefits based on inflation; however, this will not increase the overall pension benefit received by the executive from the combined registered plan and SERP. In the event of change of corporate control, the Company will pay to Mr. Lang, upon his request, 50% of the SERP value, increased in consideration of the applicable tax. The remaining 50% of the SERP will be paid, or will continue to be paid, as a pension benefit upon or during retirement. For the purpose of calculating the pension payment, as Mr. Lang has been employed with the Company for over 41 years, his pensionable service as of December 31, 2023 is the maximum 30 years. The total accrued benefit obligation under the

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 61

defined benefit plan and SERP for Mr. Lang as at December 31, 2023, was estimated at $5,677,000. This calculation uses actuarial assumptions consistent with those used for calculating accrued pension benefit obligations as disclosed in the Company’s 2023 consolidated financial statements. As these assumptions reflect the Company’s best estimate of future events, the values shown may not be directly comparable to similar estimates of pension liabilities that may be disclosed by other companies.

The following table sets forth the amounts paid to the directors of the Company (other than Mr. Martin) in the 2023 calendar year:

2023 Director Compensation Table

==> picture [467 x 250] intentionally omitted <==

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

Share-
based
awards -
Fees fees Option Non-equity
earned received -based incentive plan Pension All other
in cash in DSUs [(2)] awards compensation value compensation Total
Director ($) [(1)] ($) ($) ($) ($) ($) [(3)] ($)
Angella V. 0 216,785 0 0 0 2,341 219,126
Alexander [(8)]
Linda G. Cash 0 238,000 0 0 0 8,736 246,736
Vincent J. Galifi 207,500 37,500 0 0 0 9,115 254,115
Alan D. Horn [(7)] 8,111 0 0 0 0 2,959 11,070
Kathleen L. Keller-
230,500 37,500 0 0 0 11,516 279,516
Hobson
Donald G. Lang 0 0 0 327,600 [(6)] 58,000 840,000 [(4)] 1,225,600 [(5)]
Erin M. Lang 182,500 37,500 0 0 0 10,507 230,507
Stuart W. Lang 182,500 37,500 0 0 0 39,054 259,054
Douglas W. 202,500 37,500 0 0 0 10,884 250,884
Muzyka
Thomas C. Peddie 182,500 37,500 0 0 0 181,514 401,514
Claude Tessier [(8)] 0 30,833 0 0 0 141 30,974
----- End of picture text -----

NOTES:

(1) Directors who have met their equity ownership requirement are no longer eligible to receive their cash compensation in DSUs.

(2) Eligible directors received all or part of their fees in DSUs as described below. The amount shown reflects the aggregate of the amounts credited to such directors’ DSU accounts on the dates for payment of directors’ fees during 2023, and is valued in Canadian dollars.

(3) Amounts shown, except for Mr. Donald Lang, reflect dividend equivalents credited in the form of DSUs on the DSUs awarded in 2023.

(4) The amount shown for Mr. Donald Lang is his salary as Executive Chairman of the Company.

(5) Compensation was paid to Mr. Donald Lang in his capacity as an officer of the Company.

(6) Amount shown is the bonus earned by Mr. Donald Lang as Executive Chairman of the Company.

(7) Mr. Alan Horn ceased to be a director on January 16, 2023.

(8) Ms. Alexander and Mr. Tessier became directors on February 1, 2023 and December 1, 2023, respectively.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 62

SHARE-BASED AND OPTION-BASED AWARDS TO DIRECTORS

No share-based and option-based awards are paid to directors, in their role as directors, other than DSUs. Information relating to share-based and option-based awards to directors outstanding at the end of the most recently completed financial year is set forth in the table below. Share-based and option-based awards to directors who are also NEOs are described above under the heading “Incentive Plan Awards.”

Outstanding Share-Based Awards and Option-Based Awards to Directors as of December 31, 2023

==> picture [508 x 262] intentionally omitted <==

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

Option-based Awards Share-based Awards
Number of Market or Market or
shares or payout value payout value
Number of units of of share- of vested
securities shares based share-based
underlying Option Value of that have awards that awards not
unexercised exercise Option unexercised in-the- not have not paid out or
options price expiration money options vested [(1)] vested [(1)] distributed [(1)]
Name (#) ($) date ($) (#) ($) ($)
Angella V. Alexander [(2)] n.a. n.a. n.a. n.a. 0 0 210,908
Linda G. Cash n.a. n.a. n.a. n.a. 0 0 578,308
Vincent J. Galifi n.a. n.a. n.a. n.a. 0 0 526,307
Alan D. Horn [(2)] n.a. n.a. n.a. n.a. 0 0 168,180
Kathleen L. Keller-
n.a. n.a. n.a. n.a. 0 0 662,837
Hobson
Donald G. Lang 0 n.a. n.a. 0 0 0 0
Erin M. Lang n.a. n.a. n.a. n.a. 0 0 605,442
Stuart W. Lang n.a. n.a. n.a. n.a. 0 0 2,228,190
Douglas W. Muzyka n.a. n.a. n.a. n.a. 0 0 626,874
Thomas C. Peddie n.a. n.a. n.a. n.a. 0 0 10,326,062
Claude Tessier [(2)] n.a. n.a. n.a. n.a. 0 0 31,813
----- End of picture text -----

NOTES:

(1) DSUs vest on the date they are granted, but they are not redeemable until the recipient ceases to be a director. The cumulative value of vested but undistributed DSU awards to the directors as at December 31, 2023, is calculated by multiplying $59.59, being the closing price of the Company’s Class B non-voting shares on the TSX on December 29, 2023, by the number of DSUs held by the director at December 31, 2023. Donald Lang and Geoffrey Martin hold no DSUs.

(2) Mr. Alan Horn ceased to be a director on January 16, 2023. Ms. Alexander and Mr. Tessier became directors on February 1, 2023 and December 1, 2023, respectively.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 63

Share-based Awards, Option-based Awards and Non-equity Incentive Plan Compensation to Directors Vested or Earned During 2023

==> picture [466 x 219] intentionally omitted <==

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

Non-equity incentive
Option-based awards Share-based awards – plan compensation –
– Value vested during Value vested during Value earned during
the year the year [(2)] the year
Name ($) [(1)] ($) ($)
Angella V. Alexander [(5)] 0 216,785 0
Linda G. Cash 0 238,000 0
Vincent J. Galifi 0 37,500 0
Alan D. Horn [(4)] 0 0 0
Kathleen L. Keller-Hobson 0 37,500 0
Donald G. Lang 0 0 327,600 [(3)]
Erin M. Lang 0 37,500 0
Stuart W. Lang 0 37,500 0
Douglas W. Muzyka 0 37,500 0
Thomas C. Peddie 0 37,500 0
Claude Tessier [(5)] 0 30,833 0
----- End of picture text -----

NOTES:

(1) None of the directors hold stock options.

(2) Directors’ cash fees are paid quarterly. Where a director receives some or all of their fees in DSUs, the value of the DSUs is based on the average high and low stock price of Class B non-voting shares on the TSX over the five days preceding the date of the grant. DSUs vest on the date they are granted but they are not redeemable until the recipient ceases to be a director.

(3) Amount shown is the bonus earned by Donald G. Lang as Executive Chairman of the Company. (4) Mr. Alan Horn ceased to be a director on January 16, 2023.

(5) Ms. Alexander and Mr. Tessier became directors on February 1, 2023 and December 1, 2023, respectively.

Indebtedness of Directors and Executive Officers to the Company and its Subsidiaries under Securities Purchase and Other Programs

As of February 29, 2024, none of the directors, officers or employees of the Company or its subsidiaries were indebted to the Company or its subsidiaries in respect of securities purchase and other programs.

Related Party Transactions

Related party transactions include those between the Company (including any subsidiary) and a director, officer or person holding more than 10% of the Company’s Class A voting shares. If any related party transaction arises within the meaning of Canadian securities laws, the Nominating and Governance Committee has responsibility for reviewing the transaction and making a recommendation to the Board. There were no such related party transactions during 2023.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

As of July 8, 2023, the Company had purchased policies of insurance for the benefit of itself and its directors and officers against liability incurred by them in the performance of their duties as directors or as officers of the Company. The cumulative amount of the premium paid in respect of this policy in 2023 was $714,581 (US$529,437). The Company also purchased director and officer liability insurance in some foreign jurisdictions at an additional cost of $10,185 (US$7,546). The policies do not specify that any part of the premium is paid in respect of either directors as a group or officers as a group. The entire premium is paid by the Company. The aggregate amount of coverage under the policies is $114,724,500 (US$85,000,000) in respect of any one occurrence. By the terms of the policies, the Company may claim for 100% of the loss, up to the policy aggregate, over and above the first $2,024,550 (US$1,500,000), such

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 64

$2,024,550 (US$1,500,000) being the deductible for the Company under the primary policy. In addition, in certain limited circumstances where complete indemnity of the director or officer by the Company is not possible, the director or officer may claim on the policies for 100% of the loss, without a deductible being applicable. In addition to the above policies, there is a further $13,497,000 (US$10,000,000) coverage layer above $114,724,500 (US$85,000,000) for the directors and officers (Side A Difference in Conditions (DIC) Excess), which provides dedicated and exclusive limits for claims made against directors and officers only when the Company cannot or will not indemnify the individual. The policy contains standard industry exclusions.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board has formalized its corporate governance policies and practices in writing. These include a written mandate of the Board, charters of each Committee of the Board and a description of the roles and responsibilities of each of the Executive Chairman, the CEO and Lead Director of the Company, and other governance-related policies, including with respect to the conduct of Board meetings, director qualification, director equity ownership requirements, orientation for new directors and continuing education for all directors, evaluations of the effectiveness of the Board, and diversity of the Board. The Board has also adopted a code of business conduct and ethics for its directors, officers and employees, entitled the “Global Business Ethics Guide,” and a written communications and public disclosure policy, entitled the “Disclosure Policy.” The Board mandate, Committee charters and position descriptions for the Executive Chairman, the CEO and Lead Director, as well as the Global Business Ethics Guide and the Disclosure Policy, may be viewed on the Company’s website at www.cclind.com.

The Nominating and Governance Committee initiates, every second year (or more frequently, as the board may determine from time to time), a formal assessment of the Board as a whole. The scope and process for the assessment are determined by the Nominating and Governance Committee. Currently, the assessment is initiated by the completion of an online questionnaire and addresses four key areas: Board Composition, Board Operations, Board Oversight and Board Committees. The results of the questionnaire are compiled anonymously and circulated to all Board members. One-on-one interviews are then conducted by the Lead Director with each director to review the results and to solicit each director’s views on the effectiveness of the Board, its Committees and individual directors. The key findings of the assessment are presented to the Nominating and Governance Committee by the Lead Director and the Committee considers any recommendations to the Board regarding governance matters and monitors their implementation. The most recent formal assessment was completed in February of 2024. The Lead Director and Chair of the Nominating and Governance Committee presented the results of the survey, interview process and recommendations at the February 2024 Board meeting. The primary focus of the survey results was on oversight of acquisitions and capital allocation, long-term strategic planning, and CEO succession planning. The Nominating and Governance Committee monitors progress regarding any recommendations.

The following disclosure responds to the requirements of National Instrument 58-101, Disclosure of Corporate Governance Practices of the Canadian Securities Administrators (“NI 58-101”), which focus on gender diversity disclosure, as well as the requirements of the CBCA, which focus on broader diversity disclosure. The CBCA requires certain disclosure regarding “ designated groups, ” being women, Aboriginal peoples, persons with disabilities and visible minorities. These terms have the meanings within Canada’s Employment Equity Act . Disclosure of the number of members of designated groups was obtained through the administration of a self-identification questionnaire circulated to the Company’s Board and executive officers. The term “ executive officers, ” as used in NI 58-101, and “ members of senior management, ” as used in the CBCA, have the same meaning.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 65

Disclose the identity of directors who are independent .

The Board presently has seven independent directors out of a current total of 11 directors. Angella V. Alexander, Linda G. Cash, Vincent J. Galifi, Kathleen L. Keller-Hobson, Douglas W. Muzyka (retiring at the Meeting), Thomas C. Peddie and Claude Tessier are independent directors. Assuming election of all the director nominees at the Meeting, the Board will have six independent directors out of a total of 10 directors.

The independence of directors is assessed and determined annually by the Nominating and Governance Committee through a questionnaire distributed to directors and subject to confirmation by the Board. In making its determination, the Nominating and Governance Committee relies on the definition of independence contained in Section 1.4 of National Instrument 52-110 – Audit Committees . A director is considered independent if he or she does not have a direct or indirect material relationship with the Company. A material relationship is defined as a relationship, which could, in the view of the Board, reasonably interfere with a director’s ability to make independent decisions. The Board is committed to maintaining a majority of independent directors.

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

Independence of Directors

==> picture [467 x 175] intentionally omitted <==

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

Nominee Independent Not Independent Reason Not Independent
Angella V. Alexander 
Linda G. Cash 
Vincent J. Galifi 
Kathleen L. Keller-Hobson 
Donald G. Lang  Executive Chairman of the Company
Erin M. Lang  Family relationship to Mr. Donald G. Lang
Stuart W. Lang  Family relationship to Mr. Donald G. Lang
Geoffrey T. Martin  President & CEO of the Company
Douglas W. Muzyka 
Thomas C. Peddie 
Claude Tessier 
----- End of picture text -----

The roles of the Executive Chairman of the Board and of the CEO are separate, and the Board has a Lead Director who is an independent director. A quorum for Board and Board Committee meetings is a majority of the member directors.

Disclose whether or not a majority of directors are independent.

==> picture [111 x 99] intentionally omitted <==

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

Independence
No
36%
Yes
64%
----- End of picture text -----

A majority of the directors are independent.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 66

If a director is presently a director of any other issuer that is a reporting issuer in a Canadian jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

Kathleen L. Keller-Hobson is a director of Premium Brands Holdings Corporation. Douglas W. Muzyka is a director of Chemtrade Logistics Income Fund and Stella-Jones Inc. Claude Tessier is a director of the TMX Group Limited and WSP Global Inc.

Disclose whether or not the independent directors hold regularly scheduled meetings at which nonindependent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year.

Each meeting of the Board includes an in camera session , chaired by the Lead Director, at which only independent directors are present. Six meetings of the Board were held during 2023, all of which included an in camera session of the independent directors only. Each Board Committee meeting (other than the Corporate Social Responsibility Committee) also includes an in camera session at which only independent directors are present. The Corporate Social Responsibility Committee, whose membership includes two non-independent directors, has an in camera session of directors only excluding the CEO at each meeting.

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.

The Executive Chairman, Donald Lang, is not an independent director. Accordingly, in accordance with good governance practices, the Board has appointed Kathleen Keller-Hobson, an independent director, as Lead Director. The responsibilities of the Lead Director are as follows:

To develop the agenda for in camera B oard meetings where only independent directors are present;
To act as a liaison between management and the Board where and if required, if the Executive Chairman is not available;
To chair Board meetings in the absence of the Executive Chairman;
To consider any other appropriate structures and procedures to ensure that the Board can function independently of management;
To undertake the lead on any other corporate governance matters that the Board may request from time to time;
To discuss with the Executive Chairman any concerns of the independent directors;
To provide feedback to the Executive Chairman and act as a sounding board with respect to strategies, accountability and other issues; and
To review and approve the travel and entertainment expenses of the Executive Chairman.

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

Please refer to the tables under “Election of Directors,” above. In addition, Mr. Muzyka attended 6 of 6 board meetings and 6 of 7 committee meetings.

Disclose the text of the board’s written mandate.

Please see the Board’s mandate, under “The Mandate of the Board,” below.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 67

Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee.

The position descriptions for the Executive Chairman and the Lead Director are available on the Company’s website at www.cclind.com. The position description for the chair of each Board Committee is included in that Committee’s charter. The charters of the Board Committees are set out under “Board Committees” below and are also available on the Company’s website.

Disclose whether or not the board and the CEO have developed a written position description for the CEO.

The Board has adopted a position description for the CEO, which is available on the Company’s website at www.cclind.com.

Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal, describe the term limits or other mechanisms, and, if it has not adopted such measures, why it has not done so.

The Company has a mandatory director retirement age of 75. The Board, on the recommendation of the Nominating and Governance Committee, has waived this limit to permit Mr. Thomas C. Peddie to serve an additional year as Mr. Muzyka is retiring as a director effective the date of the Meeting.

The Company does not have term limits, but the Board conducts a formal evaluation of Board performance every two years and considers annually the skills and competencies required on the Board. The Nominating and Governance Committee also considers, through on-going candid discussions held at each meeting, the effectiveness and contribution of Board members and determines whether a renewal is appropriate.

Disclose whether the issuer has adopted a written policy relating to the identification and nomination of members of designated groups as directors. If such a policy has been adopted, disclose a short summary of its objectives and key provisions, the measures taken to ensure that it has been effectively implemented, annual and cumulative progress by the issuer in achieving the objectives of the policy, and whether and, if so, how the board or its nominating committee measures the effectiveness of the policy. If no such policy has been adopted by the issuer, disclose why it has not done so.

The Board has adopted a written diversity policy to reflect its commitment to identifying and nominating diverse candidates to the Board. "Diversity" in the policy is defined broadly to include but not be limited to business experience, geography, gender, age and ethnicity. The Board believes in diversity and values the benefits that diversity can bring to the Board. The Board believes that diversity promotes the inclusion of different perspectives and ideas, mitigates against groupthink and ensures that the Company has the opportunity to benefit from all available talent.

The objective of the Diversity Policy is to acknowledge the Board's intention to have a diverse Board and specifically address the process for ensuring that diverse candidates are identified and considered in any director search process.

The Nominating and Governance Committee will ensure that, whenever a nominee to the Board is sought, that both women and ethnically diverse candidates are included in the short list of candidates identified for consideration. Any necessary resources, including those of a search firm, are available to the Nominating and Governance Committee. At the conclusion of each director recruitment process, the chair of the Nominating and Governance Committee will report to the Board concerning the details of the recruitment process, the extent to which the objectives of the diversity policy have been achieved and, if the objectives have not been achieved, an account of the reasons.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 68

The Board assesses the effectiveness of the policy through the Nominating and Governance Committee's annual review of the Board composition, including the breadth of diversity represented on the Board. The Board has made a deliberate effort to increase the geographic, age, ethnic and gender diversity of the Board, which has resulted in the Board being comprised of four women (or 36%) and one visible minority (or 9%).

Disclose whether and, if so, how the board or nominating committee considers the level of representation of designated groups 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 such representation, disclose the issuer’s reasons for not doing so.

The Board is committed to continuing to increase its diversity. The Nominating and Governance Committee considers annually the skills and competencies and diversity represented on the Board. Please see the discussion under "Board Diversity Policy,” below, as to the Board's recruitment efforts in 2023.

Disclose whether and, if so, how the issuer considers the level of representation of designated groups in executive officer positions when making executive officer appointments. If the issuer does not consider the level of such representation, disclose the issuer’s reasons for not doing so.

The Company is committed to a merit based system within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. The Company does not use gender or membership of any other designated group alone as a determining criterion in the selection of executive officers, but rather as one of several key selection criteria, including ability, experience, leadership, preparation and professional qualification. The Company is committed to promoting women and other members of designated groups to executive officer positions and to ensuring that they are fairly considered relative to other candidates. The Board, the Nominating and Governance Committee and the HR Committee routinely discuss the promotion of diversity.

Given the nature of the Company’s global business, its business unit leaders and local management reflect the diversity of the many cultures in which it does business.

Disclose whether the issuer has, for each of the designated groups, adopted a target number or percentage, or a range of target numbers or percentages, for members of the group to hold positions on the issuer’s board by a specific date. If such a target has been adopted for any designated group, disclose the target and the annual and cumulative progress by the issuer in achieving that target. If the issuer has not adopted a target for any of the designated groups, disclose why it has not done so.

The Board has not adopted targets as it is committed to diversity and has made it a priority in recent director recruitment efforts. The Board has successfully increased diversity without the use of a target the last three years and the percentage of women currently represented on the Board is 36%.

Disclose whether the issuer has, for each of the designated groups, adopted a target number or percentage, or a range of target numbers or percentages, for members of the group to hold executive officer positions by a specific date. If such a target has been adopted, disclose the target and the annual and cumulative progress by the issuer in achieving that target. If the issuer has not adopted a target for any of the designated groups, disclose why it has not done so.

The Company has not adopted targets as the Company makes such appointments based on a number of criteria to meet specific operational needs. As noted above, the Company is committed to promoting diversity and to ensuring that all members of designated groups are fairly considered relative to other candidates.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 69

For each designated group, disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are members of each designated group.

As of the date hereof, there are four women on the Board of 11, representing 36% of directors and one of whom is a member of a visible minority, representing 9% of directors. 36% 9% Assuming election of all the director nominees at the Meeting, there will be four women on the board of 10, representing 40% Women Visible of board members and one visible minority, representing 10% of board members. Minority

One director is a member of more than one designated group.

There are currently no persons who identify as members of other designated groups on the Board.

For each designated group, disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are members of each designated group.

As of the date hereof, 18 or 44% of the 41 executive officers of 17% 27% the Company, including all major subsidiaries, are members of designated groups:  Seven or 17% are women Visible Women Minority  11 or 27% are visible minorities.  Two executive officers are members of more than one designated group.  There are currently no executive officers who identify as members of other designated groups.

Briefly describe what measures the board takes to orient new directors regarding (i) the role of the board, its committees and its directors, and (ii) the nature and operation of the issuer’s business.

Please refer to “Orientation of New Directors and Continuing Education of Directors,” below.

Briefly describe what measures, if any, the board takes to provide continuing education for its directors.

Please refer to “Orientation of New Directors and Continuing Education of Directors,” below.

Disclose whether or not the board has adopted a written code of business conduct and ethics for the directors, officers and employees. If the board has adopted a written code:

(i) disclose how a person or company may obtain a copy of the code;

(ii) describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code; and

(iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.

The Board has adopted a written code of business conduct and ethics for its directors, officers and employees.

(i) A copy of the code may be viewed on the Company’s website at www.cclind.com.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 70

(ii) The HR Committee is responsible for reviewing and considering any amendments to the Global Business Ethics Guide. It is also responsible for monitoring its administration and compliance, and granting any waivers in respect of the code. The Company makes available an anonymous hotline for the reporting of suspected breaches of the code. Submissions or complaints made on the hotline are reviewed for investigation and resolution of issues by the Senior Vice President, Finance-IT-Human Resources, who reports hotline matters to the Board through the HR Committee, and, where applicable, through the Audit Committee. In addition, senior executives and general managers are required to sign an annual compliance certification confirming compliance with the Global Ethics Guide.

(iii) There have been no relevant material change reports.

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.

Should any matter arise in which a director has a material interest, they are required to declare their interest and recuse themself from the discussion and voting on such matter. In addition, a director shall notify the Executive Chairman or Chair of the relevant Committee, as the case may be, in any circumstance where they believe there may be a perceived conflict of interest. Any material interest of an executive officer is required to be reported to the Board. The independent directors will discuss any such matter in camera and may retain independent counsel. The Nominating and Governance Committee is required to consider and make a recommendation to the Board regarding any related party transaction.

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

The Board and management have reviewed and approved the Company’s Global Business Ethics Guide and management has been charged with the responsibility of distributing and presenting this code of conduct to the Company’s employees. The General Manager of each business unit is charged with ongoing promotion of the code to the employees under their authority.

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

The Nominating and Governance Committee has developed a matrix of skills and competencies important to the Company’s business and strategic direction and identified members of the Board with such skills and competencies. This matrix is reviewed and updated on an annual basis to identify any under-represented skills and competencies and to review the diversity represented on the Board, and is used as the basis of further director recruitment efforts. In the event that the Board determines that it wishes to increase the size of the Board or replace a retiring director, the director recruitment process is overseen by the Nominating and Governance Committee, which is guided by the matrix of skills and competencies and other criteria identified by the Committee as valuable, as well as by the Board Diversity Policy which prescribes the manner in which diversity considerations shall be taken into account.

Matrix of Skills and Competencies

The following matrix identifies the top four primary and top three secondary skills and competencies currently represented on the Board. Mr. Muzyka will be retiring from the Board at the Meeting.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 71

==> picture [455 x 481] intentionally omitted <==

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

DIRECTOR NOMINEE
Primary Skill A. K. Keller-
Secondary Skill Alexander L. Cash V. Galifi Hobson D. Lang E. Lang S. Lang G. Martin D. Muzyka T. Peddie C. Tessier
Skills and Competencies
General Management
C-Suite experience: Experience as a CEO or CFO or
similar senior management position in a publicly listed       
company or other significant commercial organization.
Global experience : Experience with operating in multiple
jurisdictions with diverse political, cultural, regulatory and       
business environments.
Strategy development: development, execution and oversight. Experience in strategy        
Risk management: Experience in identifying, assessing,
managing and reporting on strategic, financial, ESG and      
other risks.
Mergers and acquisitions: Experience in complex M&A       
transactions.
Acquisition integration: Experience in developing and  
implementing an acquisition integration strategy.
Corporate Governance/Public Companies as to the governance of public companies. : Expertise       
Legal/Regulatory: Expertise in complex legal and
regulatory matters related to significant commercial 
organizations.
Finance
Accounting/auditing: Experience in financial accounting    
and reporting and finance.
Capital markets/financings: Experience in a broad
range of capital raising transactions, with knowledge of     
debt and equity markets.
Human Resources: Expertise managing human
resources including, compensation, talent management,     
succession planning, employee health and wellness, and
diversity and inclusion.
Manufacturing/Operations: manufacturing operations. Experience in large-scale     
Sales/Marketing
Business to business: Experience in business to   
business sales and distribution.
Business to consumer: Experience in direct to consumer 
sales and marketing, retail and e-commerce.
Sector Expertise: and/or customer sectors. Industry experience in relevant product    
Sustainability: Experience with developing and
overseeing significant sustainability and other ESG    
initiatives.
Diversity
Under 55 
Age 55-65    
66+      
Male       
Gender
Female    
1-5 years   
Tenure 6-12 years   
Over 12 years     
Yes       
Independence
No    
----- End of picture text -----*

*reflects aggregate tenure over two separate terms on the Board

==> picture [466 x 98] intentionally omitted <==

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

Average Age Gender Average Tenure Independence
Under 559% Female36% 12+ years46% 1-5 years27% 36%No
64 Women 13 64% Yes
Years Male 36% Years 64%
64%
66+ 55-65
55% 36%
6-12 years
27%
----- End of picture text -----

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 72

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 and Governance Committee composed entirely of independent directors. Each meeting of the Nominating and Governance Committee includes an in camera session at which only independent directors are present.

If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.

Please see the text of the Committee’s charter under “Charter of the Nominating and Governance Committee,” below.

Describe the process by which the board determines the compensation for the issuer’s directors and officers.

The Nominating and Governance Committee is responsible for determining the compensation of the Executive Chairman and the directors. The Human Resources Committee is responsible for determining the compensation of certain of the Company’s other senior officers. Compensation is determined using comparative data of relevant peers and other considerations. Please refer to the sections “Compensation Discussion and Analysis” and “Director Compensation,” above, for a detailed discussion regarding executive and director compensation.

Disclose whether or not the board has a compensation committee composed entirely of independent directors.

The Board has a Human Resources Committee, which fulfills the role of a compensation committee. It is composed entirely of independent directors. Each meeting of the Human Resources Committee includes an in camera session at which only independent directors are present.

If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.

Please see the text of the Committee’s charter under “Charter of the Human Resources Committee,” below.

If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The Board also has a Corporate Social Responsibility Committee to oversee the Company’s policies, management systems, performance and legal and regulatory compliance in the areas of environmental liability and sustainability and occupational health and safety. Please see the text of the Committee’s charter under “Charter of the Corporate Social Responsibility Committee,” below.

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.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 73

The Mandate of the Board

The Board is responsible for the stewardship of the Company, for overseeing the management of the Company’s business and affairs, including overseeing long-term strategic planning and appointing the CEO and senior management team to be responsible for the day-to-day conduct of the business. The Board carries out its duties and responsibilities directly or by delegation to Committees of the Board. The specific duties delegated to each Committee of the Board are outlined in that Committee’s charter. The Board’s duties and responsibilities include the following:

Act in the best interests of the Company with a view to the preservation and enhancement of long-term shareholder value.
Annually review and approve strategic, business and capital plans for the Company, monitor management’s execution of such plans and require appropriate action to be taken when performance falls short of goals; review at least annually a strategic plan which takes into account the opportunities and risks of the business.
Ascertain whether specific and relevant corporate measurements are developed and ensure the integrity of the internal control and management information systems that are in place with regard to business performance.
Select, evaluate, and determine the compensation of the Executive Chairman and the CEO.
Satisfy itself of the integrity of the Executive Chairman, the CEO, and other senior management members, and that these individuals create a culture of integrity throughout the Company.
Review and monitor senior management’s determination and assessment of the principal risks (including ESG/climate change risks and opportunities), of the Company’s business and oversee the mitigation by senior management of such risks.
Review measures implemented and maintained by the Company to ensure compliance with applicable laws.
Monitor the practices of management against the Company’s disclosure policy to ensure appropriate and timely communication of material information concerning the Company to its shareholders and the public.
Monitor overall safety and environmental programs.
Monitor the Company’s cybersecurity risk exposure and emergency response plan.
Monitor the development and implementation of programs for senior management succession and development, which programs include training and mentoring senior management.
Determine the compensation of senior management members.
Evaluate Board, Committee and individual director performance.
Determine Board composition and selection criteria for new director candidates, and identify, recruit and nominate new director candidates.
Determine a policy for engagement by independent directors with shareholders.
Establish and communicate to the CEO the Board’s expectations of management.
Develop the Board’s approach to corporate governance, including the development of a set of governance policies and guidelines addressing the duties, responsibilities and expectations of the Board.
Take such other action as may be appropriate in ensuring the good stewardship of the Company.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 74

Board Approvals

In addressing its mandate, the Board assumes responsibility for the following approvals, either directly or by delegation to the relevant Committee:

==> picture [466 x 14] intentionally omitted <==

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

Financial Matters: Human Resources Matters: Governance Matters:
----- End of picture text -----

Financial Matters: Human Resources Matters: Governance Matters:	Financial Matters: Human Resources Matters: Governance Matters:	Financial Matters: Human Resources Matters: Governance Matters:
 Strategic plan  Annual financial statements and Auditors’ report, MD&A and press release  Quarterly financial statements, MD&A and press release  Audit plan and fees  Recommendation of Auditors to the shareholders  Annual operating and capital budgets, and expenditures not authorized by the Board- approved budgets  All acquisitions, divestitures and joint ventures, and any capital calls or further investments in joint ventures and trade investments  Financings by debt or equity  Dividend policy  Share re-purchase programs	 Appointments / succession/ dismissals of the Executive Chairman and the CEO  Compensation and incentive arrangements for the CEO and certain senior management members  Employment/termination agreements for certain senior management members reporting directly to the CEO  Salary increase guidelines	 Appointment of Board Committees, their Chairs and Lead Director  Nomination of directors  Director compensation  Executive Chairman’s compensation  Management Information Circular and Annual Information Form  Approval of the Canadian Forced and Child Labour in Supply Chains Report  Approval of governance policies and significant corporate policies  Review of Annual Sustainability Report

Board Committees

In order to more efficiently discharge its responsibilities, the Board has established an Audit Committee, a Human Resources Committee, a Nominating and Governance Committee, and a Corporate Social Responsibility Committee, the charters of which are set forth below. The Board appoints a chair for each of these Committees. The chair of each Committee is an independent director. The chair of each Committee directs the operations of the Committee through the establishment of the agenda for meetings, which are held quarterly and additionally as may be required from time to time. The chair of each Committee reports on the activities of the committee at Board meetings. Each Committee has the authority to engage, instruct and compensate, at the Company’s expense, any outside advisor it determines to be necessary to carry out its responsibilities.

Charter of the Audit Committee

The Board has established the Audit Committee to assist the Board in its oversight responsibilities regarding the integrity of the Company’s accounting and internal controls, financial reporting and disclosure, information systems, internal audit and the selection, evaluation and compensation of external auditors.

Composition of Committee. The Committee is composed of a minimum of three Directors, or such greater number as determined by the Board from time to time, all of whom must be “Independent Directors” and “financially literate,” within the meaning of applicable Canadian securities laws. The Chair reports on the activities of the Committee at regular quarterly Board meetings. Currently, “financially literate” means having the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 75

that can reasonably be expected to be raised by the Company’s financial statements. The Secretary of the Company, or such other person as designated by the Secretary and approved by the Committee, acts as secretary of the Committee meetings.

Committee Chair. Following each annual meeting of shareholders, the Board appoints a Chair of the Committee from among the members of the Committee. The Chair organizes and directs the activities of the Committee, calls meetings of the Committee as appropriate, establishes the agenda for Committee meetings and chairs such meetings. The Chair has responsibility to ensure that the matters set forth in this charter are given due consideration in the course of the Committee’s annual activities. The Chair encourages full participation in the deliberations and activities of the Committee by each of its members. The Chair reports on the activities of the Committee at regular quarterly Board meetings.

Committee Meetings. Committee meetings are convened at least four times each year, and at such other times as may be determined by the Chair. Directors who are not members of the Committee and management may, by invitation of the Chair, attend the Committee meetings. An in camera session, from which non-Independent directors and members of management are excluded, is held at each meeting. The quorum for the transaction of business at a Committee meeting is a majority of Committee members. Committee decisions are determined by a majority of the votes cast at the meeting by members of the Committee. The Chair does not have a second or casting vote. The Committee has the authority to engage, instruct and compensate, at the Company’s expense, any outside advisor it determines to be necessary or appropriate to carry out its duties.

Mandate of the Committee. The mandate of the Committee is as follows:

Oversee the integrity, quality and sufficiency of the Company’s accounting, financial reporting and disclosure policies, principles and practices.
Review the quarterly and year-end financial statements, Management Discussion and Analysis, and earnings press releases of the Company before the Company publicly discloses this information, and make recommendations to the Board.
Review the Annual Information Form of the Company and ensure that the prescribed disclosure regarding the Audit Committee is contained in the Annual Information Form.
Monitor the adequacy and integrity of internal controls over accounting and financial systems and ensure that adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to immediately above, and periodically assess the adequacy of those procedures.
Monitor the timely and accurate public disclosure of material financial information regarding the Company.
Evaluate and recommend annually to the Board the external auditors to be nominated for appointment, and recommend their compensation.
Ensure that the Auditors report directly to the Audit Committee.
Monitor the independence of the Auditors, and assume direct responsibility for overseeing the work of the Auditors engaged to prepare or issue an audit report or perform other audit, review or attestation services for the Company, including the resolution of disagreements between management and the Auditors regarding financial reporting.
Meet regularly with the Auditors without management present to discuss and review any issues.
Require and receive from time to time the written confirmation of the Auditors as to its independent status and as to their good standing with the Canadian Public Accountability Board. Where there are unsettled issues raised by the Auditors that do not have a material effect on the annual audited financial statements, require that there be a written response identifying a course of action that would lead to their resolution.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 76

Review post-audit or management letters, containing recommendations of the external auditors and management’s response.
Pre-approve all routine non-audit services to be provided to the Company, or its subsidiary entities by the Auditors. Authority to pre-approve non-audit services may be delegated to one or more members of the Committee, provided that the pre-approval is presented to the full Committee at its first scheduled meeting following such pre-approval.
Review the results of internal and external audits, and any change in accounting practices or policies and their impact on the financial statements and maintain oversight responsibility for management reporting on internal control.
Oversee the work of the internal auditors of the Company, including reviewing summary reports and the internal audit plan, and provide direction and guidance to the internal auditors.
Review and approve management’s appointment or termination of the head internal auditor.
Establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding accounting and financial matters, and for the receipt, review, retention and resolution of any complaints received by the Company regarding accounting and financial matters.
Review and approve the Company’s hiring policies regarding partners and employees and former partners and employees of the present and former Auditors of the Company.
Review and monitor the adequacy and integrity of the Company’s management accounting and financial systems.
Monitor the adequacy of the Company’s financial resources and the payment of dividends, and make recommendations to the Board regarding dividends.
Review and assess the Company’s financial risk exposure and the steps taken to monitor and mitigate such exposure, including the use of any derivatives or hedging activities and legal and regulatory proceedings.
Review and assess the Company’s insurance programs.
Review and assess the adequacy of the charter of the Audit Committee on at least a biennial basis.

For disclosure regarding the Company’s Audit Committee, please refer to the section entitled “Item 17– Audit Committee” in the Company’s 2023 Annual Information Form. To obtain a copy of the Annual Information Form, please refer to the information set forth under the title “Additional Information” below.

Charter of the Human Resources Committee

The Board has established the Human Resources Committee to assist the Board in fulfilling its oversight responsibilities regarding the Company’s human resources philosophy and practices, including the selection, evaluation, compensation and retention of management. The Committee considers and approves and, in certain matters, recommends any changes associated with these practices.

Composition of Committee. The Committee is composed of a minimum of three Directors, or such greater number as determined by the Board from time to time. All of the members of the Committee must be “Independent Directors,” within the meaning of applicable Canadian securities laws.

Committee Chair. Following each annual meeting of shareholders, the Board appoints a Chair of the Committee from among the members of the Committee, who must be an Independent Director. The Chair organizes and directs the activities of the Committee, calls meetings of the Committee as appropriate, establishes the agenda for Committee meetings and chairs such meetings. The Chair has responsibility to ensure that the matters set forth in the charter are given due consideration in the course of the Committee’s annual activities. The Chair encourages full participation in the deliberations and activities of the Committee by each of its members. The Chair reports on the activities of the Committee at regular quarterly Board meetings.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 77

Committee Meetings. Committee meetings are convened not less than three times each year and at such other times as may be determined by the Chair. Directors who are not members of the Committee and management may, by invitation of the Chair, attend the Committee meetings. An in camera session, from which non-Independent directors and members of management are excluded, is held at each meeting. The quorum for the transaction of business at a Committee meeting is a majority of Committee members. Committee decisions are determined by a majority of the votes cast at the meeting by members of the Committee. The Chair does not have a second or casting vote. The Committee has the authority to engage, instruct and compensate, at the Company’s expense, any outside advisor it determines to be necessary or appropriate to carry out its duties.

Mandate of the Committee. The mandate of the Committee is as follows:

Consider, recommend and oversee the implementation of executive compensation programs; including base salaries, short-term and long-term incentives, bonuses, equity-based compensation, pension and perquisite programs. These programs are linked to the Company’s business strategy, operating plans and performance.
Monitor succession planning to encourage the development of appropriate successors for the role of the CEO and other key executives as identified by the Committee.
Annually review corporate salary guidelines.
In consultation with the Board and the Executive Chairman, review and approve the goals and objectives of the CEO. Annually evaluate his performance based on the results achieved against these goals and objectives.
Make recommendations to the Board with respect to the CEO’s compensation including base pay, annual incentive and long-term incentive compensation, including any equity-based compensation.
Oversee compensation risk management by annually reviewing the Company’s executive compensation programs to identify potential risks that may be associated with these plans and practices.
Consider and approve the compensation packages for members of senior management reporting directly to the CEO (other than the CEO and the Executive Chairman), and make recommendations to the Board.
Review, on an annual basis, the performance of the CEO and other senior management members reporting directly to the CEO.
Consider and approve employment and termination agreements for the CEO and other senior management members reporting directly to the CEO.
Review the Company’s policies, practices and progress regarding employee well-being, human rights, diversity and inclusion, and pay equity.
Review and recommend for approval, any proposed amendments to the Company’s pension plans that materially impact costs, benefits, plan eligibility or plan establishment/termination.
Monitor the activities of the Company’s pension committees. Annually review funding and administration of the Company’s pension plans and fund performance as reported by the pension committees.
Retain external independent compensation advisors for the purposes of determining competitive executive compensation, benefits and perquisites.
Review executive compensation disclosures and recommend approval to the Board before the Company publicly discloses this information.
Review and reassess the adequacy of the charter of the Committee on at least a biennial basis.
Monitor, and report to the Board as appropriate, calls to the Company’s Ethics “Hotline” regarding HR matters and resolution of said calls.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 78

Review and consider any amendments to the Company’s Global Business Ethics Guide (the “Code”).
Monitor the administration of, and compliance with, the Code. Consider and approve any waivers of compliance with the Code and report to the full Board concerning same.

Charter of the Nominating and Governance Committee

The Board has established the Nominating and Governance Committee to assist the Board in fulfilling its responsibilities in the identification, recruitment and nomination of directors, implementing effective corporate governance policies and practices, and evaluating the performance of the Board.

Composition of Committee. The Committee is composed of a minimum of three Directors, or such greater number as determined by the Board from time to time, all of whom must be “Independent Directors,” within the meaning of applicable Canadian securities laws. Members must have experience in and an interest in the development of corporate governance practices and procedures.

Committee Meetings. Committee meetings are be convened at least four times a year, and at such other times as may be determined by the Chair. Directors who are not members of the Committee and management may, by invitation of the Chair, attend the Committee meetings. An in camera session, from which non-independent directors and members of management are be excluded, will be held at each meeting. The quorum for the transaction of business at a Committee meeting is a majority of Committee members. Committee decisions are determined by a majority of the votes cast at the meeting by members of the Committee. The Chair does not have a second or casting vote. The Committee has the authority to engage, instruct and compensate, at the Company’s expense, any outside advisor it determines to be necessary or appropriate to carry out its duties.

Mandate of the Committee. The mandate of the Committee of the Board is as follows:

Lead the process of recruiting, interviewing and recommending for nomination candidates to the Board. Propose new nominees for directorship to the Board, as required.
Develop and maintain a matrix of the relevant skills, experience and competencies and requirements to be represented on the Board and those to be sought in candidates for directorship that would add value to the Board and the Company, and determine other eligibility criteria for serving on the Board.
Annually determine whether any director is an independent director, subject to confirmation by the Board.
Annually recommend membership of the Committees, their respective chairs and the Lead Director to the Board for approval.
Determine the director orientation program for new directors and assess the effectiveness of the program.
Review the continuing education activities of the Board during the previous year and provide guidance for continuing education for the ensuing year.
Biennially (or more frequently as the Board may direct from time to time) determine the scope and process for evaluating the performance of the Board, its Committees and/or its individual directors, and report to the Board.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 79

Annually assess the Company’s compliance with the governance and disclosure requirements of applicable Canadian securities regulators.
Review due diligence process and final draft of the Canadian Forced and Child Labour in Supply Chains Report and recommend to the Board for approval.
Annually assess the adequacy of the Company’s governance-related policies, including the Statement of Governance Policies, the Board and Committee charters, the Company’s Disclosure Policy (biennially or more frequently if required), and propose any appropriate amendments to the Board.
Annually review the Board’s engagement with shareholders and any shareholder organizations.
Review and make a recommendation to the Board with respect to any related party transaction (within the meaning of applicable securities laws) of the Company.
Oversee the Company’s environmental, social and governance (“ESG”) policies and practices.
Monitor the adequacy of the Company’s D&O Insurance Policy.
Biennially review and recommend to the Board the compensation of directors, including grants of deferred share units of the Company.
Biennially assess the performance of the Executive Chairman
Biennially review and recommend to the Board the compensation of the Executive Chairman.
Review and assess the adequacy of this charter at least on a biennial basis.

Charter of the Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (“CSR Committee”) is responsible for assisting the Board of the Company in fulfilling its oversight responsibilities in relation to:

the Company’s policies, management systems and performance with respect to the Company’s CSR program;
the Company’s environmental sustainability initiatives and risks including climate change risks, and overseeing related annual reporting and disclosure;
the Company’s compliance with legal and regulatory requirements as they pertain to environment, health and safety;
the liabilities of the Company that may arise from EHS matters with respect to the foregoing; and
such other duties as may be delegated to the CSR Committee by the Board.

Composition of Committee. The Committee is composed of a minimum of three Directors, or such greater number as determined by the Board from time to time. Committee members must have knowledge in matters of environmental protection and occupational health & safety.

Committee Chair. Following each annual meeting of shareholders, the Board appoints a Chair of the Committee from among the members of the Committee, who must be an “Independent Director” within the meaning of applicable Canadian securities laws. The Chair organizes and directs the activities of the Committee, calls meetings of the Committee as appropriate, establishes the agenda for Committee meetings and chairs such meetings. The Chair has responsibility to ensure that the matters set forth in this charter are given due consideration in the course of the Committee’s annual activities. The Chair encourages full participation in the deliberations and activities of the Committee by each of its members. The Chair reports on the activities of the Committee at regular quarterly Board meetings.

Committee Meetings. Committee meetings are convened at least three time each year, and at such other times as may be determined by the Chair. Directors not members of the Committee and management may, by invitation of the Chair, attend the Committee meetings. An in camera session, of directors only,

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 80

excluding the CEO, will be held at each meeting. The quorum for the transaction of business at a Committee meeting is a majority of Committee members. Committee decisions shall be determined by a majority of the votes cast at the meeting by members of the Committee. The Chair does not have a second or casting vote. The Committee has the authority to engage, instruct and compensate, at the Company’s expense, any outside advisor it determines to be necessary or appropriate to carry out its duties.

Mandate of the Committee. The mandate of the Committee is as follows:

Review and monitor implementation of the Company’s CSR program.
Oversee the development of metrics, information systems and procedures to gauge progress toward achievement of the Company’s CSR objectives.
Oversee the development of the Company’s Annual Sustainability Report.
Review significant compliance and other issues brought forward by the EHS officer and direct senior management to take adequate steps to correct the situation and report back on completion.
Require that the Company have a documented system requiring the prompt reporting of significant events as defined in the CCL emergency reporting procedures, and receive annual verification by management that contingency plans to deal with EHS incidents are in place.
Assess and monitor the Company’s sustainability risks and practices, including environmental issues and climate change risk.
Review status of significant environmental issues and health and safety performance reporting on an on-going basis. Bring any material matters discussed by the CSR Committee to the attention of the Board.
Review and assess the Company’s disclosure regarding environmental, climate change and employee health and safety, and make recommendations to the Board.
Ensure appropriate environmental and health and safety due diligence is performed prior to the acquisition of all new businesses.
Review environmental liabilities and assessment of reserve requirements annually, and provide comment to the Audit Committee as necessary.
Require senior management to keep it apprised of current and emerging issues and proposed legislation in EHS matters that may have a material effect on the Company’s operations, and bring to the attention of the Board such issues as the CSR Committee shall think appropriate.
Undertake such additional activities within the scope of its responsibilities as it shall deem appropriate in its discretion.
Annually, the CSR Committee will visit at least one plant to review CSR/EHS practices.
Require management to annually report to the Committee on the outcome of operations’ health and safety performance results and ratings.
Review and reassess the adequacy of the Charter on at least a biennial basis.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 81

Composition of Board Committees

As of the date of this circular, the Committees of the Board are made up of the directors appearing in the table below . Chairs of Board Committees are marked with a “C.”

==> picture [467 x 181] intentionally omitted <==

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

Nominating Corporate
Human and Social
Audit Resources Governance Responsibility
Director Committee Committee Committee Committee
A. Alexander  
L. Cash [(1)]  C
V. Galifi [(1)] C 
K. Keller-Hobson C
E. Lang 
S. Lang 
D. Muzyka C 
T. Peddie [(1)]  
C. Tessier [(1)]  
----- End of picture text -----

NOTE:

(1) Financially literate, as defined in Section 1.6 of National Instrument 52-110 - Audit Committees . Please refer to the tables under “Election of Directors,” above, and in particular the biographies of each Audit Committee member, for more information concerning each Audit Committee member’s education and experience. See also “Item 17 – Audit Committee” of the Company’s Annual Information Form dated February 22, 2024.

Interlocking Directors

A director will not be appointed or nominated for election or re-election, if such election or appointment would result in two directors of the Company serving together on the Board of another public company. Directors are required to advise the Executive Chairman and the Chair of the Nominating and Governance Committee of their intention to join or be nominated for election to the Board of another public company in order to avoid board interlocks . There are no interlocks involving the Company’s Board and the board of any other public company.

Overboarding

A non-executive director may not serve on more than four public company boards (i.e., three outside boards) or, in the case of the Lead Director, three public company boards (i.e., two outside boards). An executive director may not serve on more than two public company boards (i.e., one outside board), and must consult with the Nominating and Governance Committee before joining any outside board (other than the board of a related holding company). All directors are in compliance with this policy.

Equity Ownership Requirements

The Company requires each director to hold, directly or indirectly, shares and/or DSUs of the Company with an acquisition cost of not less than three times the amount of the then current annual retainer within three years of the Director’s initial election or appointment, and to maintain such interest throughout the period of their directorship. Prior to May of 2022, the calculation of the equity ownership target was based on the annual cash retainer and did not include meeting fees. As the Board increased director compensation in May of 2022, including an adjustment to reflect a flat-fee retainer with no additional meeting fees, the equity ownership target increased from $450,000 to $660,000. Each director has three years from the date of the increase (i.e., May 2025) to acquire additional DSUs or shares with an acquisition value equal to the amount of the increase. Ms. Angella Alexander and Mr. Tessier, who joined the Board on February 1, 2023 and December 1, 2026, respectively, have until 2026 to attain their equity ownership requirement.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 82

The Company encourages equity ownership by directors by making available its DSU Plan, through which directors may receive cash remuneration in DSUs until the equity ownership requirement is met. In addition, director compensation includes an annual grant of DSUs with a value of $37,500 on the date of grant. Accordingly, on May 19, 2023, a grant of 547 DSUs was made to each director who was not also an employee of the Company, apart from Mr. Tessier who joined the Board on December 1, 2023, and received a prorated grant of 275 DSUs on December 1, 2023. The market value of the equity holdings of each director appears in the table set forth under “Election of Directors,” above.

In addition, the Company requires each of the Executive Chairman and the CEO, within five years following their initial appointment to hold, directly or indirectly, shares, RSUs or PSUs of the Company, valued at the higher of acquisition cost or market value, in an amount equal to not less than six times their base salary from time to time, and they must continue to hold such value of shares throughout their term of office. The Executive Chairman and CEO both meet this requirement.

Board Diversity Policy

The Board believes in diversity and the benefits that diversity can bring to the Board. The Board is committed to a merit-based system for Board composition within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. The Company has adopted a diversity policy to acknowledge the Company’s commitment to the promotion of diversity on its Board. “Diversity,” for purposes of the policy, includes but is not limited to business experience, geography, gender, age and ethnicity. The Board will use its reasonable efforts to ensure that the further recruitment of directors is reflective of its intent to advance the principle of diversity.

The Board considers director candidates on merit using objective criteria, with regard to the benefits of diversity. The Nominating and Governance Committee of the Board will seek candidates of diverse backgrounds, who demonstrate noteworthy accomplishment in their business or professional careers and significant expertise and experience in those skills and competencies identified by the Committee as requiring additional representation on the Board. In particular, the Board is committed to an identification and nomination process that will identify qualified women and ethnically diverse candidates. Accordingly, the Nominating and Governance Committee will seek to ensure that, whenever a nominee to the Board is being considered, that both women and ethnically diverse candidates are included in the short list of candidates identified for consideration. Any necessary resources, including those of a search firm, are available to the Nominating and Governance Committee in identifying women or other diverse candidates. Any search firm engaged will be specifically directed to include diverse candidates generally, and multiple women candidates in particular. To permit the Board to monitor and assess the effectiveness of this policy, at the conclusion of each director recruitment process, the chair of the Nominating and Governance Committee will report to the Board concerning the details of the recruitment process, and the extent to which the objectives of this policy have been achieved and, if the objectives have not been achieved, an account of the reasons that the objectives have not been achieved.

In February of 2023, the Company appointed of Ms. Angella V. Alexander, who brings to the Board deep industrial manufacturing sector and human resources expertise, as well as diversity in terms of business experience, gender and age.

In August of 2023, the Nominating and Governance Committee commenced a director recruitment process following a review of the skills and competencies that would add the most value to the Board. The Nominating and Governance Committee identified a number of candidates with the desired skills and experience, including women and other diverse candidates. As a result of this process, the Company announced on December 1, 2023, the appointment of Mr. Claude Tessier who brings to the Board deep financial expertise, as well as extensive experience in capital markets and financings, global mergers and acquisitions, strategic planning, operations and risk management, and governance of publicly traded companies.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 83

Orientation of New Directors and Continuing Education of Directors

The Executive Chairman oversees the carrying out of the orientation program for new directors and continuing education program for all directors, as established from time to time by the Nominating and Governance Committee. In the case of orientation of a new director, the director is given immediate access to the Company’s Board portal, which includes materials provided to the Board and its Committees in respect of previous meetings and various Board and Committee resources including the Company’s “Directors Information Manual.” The manual includes the meeting schedule for Board and Committee meetings, a list of the directors, Committee members and chairs, the Statement of Governance Policies, details of the Company’s directors and officers insurance coverage, the Disclosure Policy, the DSU Plan and the Global Business Ethics Guide. The new director also has access to the recent public disclosure and regulatory filings of the Company, news releases and recent analysts’ reports.

The Executive Chairman organizes meetings with the CEO, the Lead Director, and the chairs of the Committees of which the new director will be a member, to assist the new director in becoming familiar with the workings, procedures and operating style of the Board and its Committees and the business, operations and structure of the Company. Meetings and discussions with members of senior management at Board meetings and at other occasions provide an opportunity to develop a deeper understanding of the market advantages enjoyed by the Company through its technological capabilities and its international scope in its targeted industry segments, and to anticipate business opportunities that may come to the Board for support and approval. Tours of some of the Company’s plants may also be organized.

Ongoing director education respecting the Company, its operations, its business environment and its markets, as well as the evolving role of the director in the governance of public companies is addressed chiefly though the following practices:

Meetings - Meetings of the Board typically involve briefings concerning the Company’s business and the business environment in which it operates. Materials delivered to directors prior to quarterly meetings include a “Board Letter” from the CEO in which he reviews recent developments within the Company, financial results, suppliers and customers, risks, as well as economic trends likely to impact these businesses, the competitive environment, and business development and acquisition opportunities. At each quarterly Board meeting, the chair of each of the Committees briefs the Board on the deliberations of that Committee and presents any matters recommended by the Committee for Board approval. The Board receives regular briefings from internal management. From time to time, the Board receives presentations from external experts and industry participants may also be invited to discuss salient industry issues, market trends, technology developments, strategic opportunities or specific challenges facing the Company and its management.

Plant Visits – It is the practice of the Company to conduct its third quarter Board and Committee meetings at one or more of its manufacturing plants around the world. This allows the directors an opportunity to meet the Company’s management in different geographic markets and circumstances, view the differences and similarities in the foreign locations and come to a better understanding of the unique needs and advantages that such facilities experience, and the business opportunities that foreign markets have to offer. In June of 2023, a guest speaker was invited to present to the Board on the RFID industry. In November 2023, the Board visited three of the Company’s manufacturing facilities in the Netherlands with a focus on the Healthcare & Specialty business of the CCL segment and the kids’ label and horticultural tag and label businesses of the Avery segment. The visit also included a guest speaker who presented to the Board on the label industry in Europe. In addition, the Board visited the Company’s CCL Design manufacturing facility in Stuttgart, Germany. The meetings included presentations from senior management of Healthcare & Specialty, Avery and CCL Design and a tour of the manufacturing facilities. The directors of the Company travel broadly and are encouraged to seek out opportunities in their travels to pay individual visits to the Company’s plants around the world. Last year, individual directors visited plants in Brazil, Canada, Mexico and the United States.

Management Visits – In addition to meeting members of senior management at Board meetings, directors are encouraged to meet independently, from time to time, with members of management to develop a better understanding of their responsibilities and the Company’s operations.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 84

Wide Spectrum Participation – The Committees of the Board welcome the attendance of other directors who are not regular members of a Committee as guests. Although such a guest director does not vote on the deliberations of a Committee, he or she nevertheless gains an understanding of the issues, policies, regulatory environment and specific concerns that drive the decision-making of the Committee. This is particularly so in the case of the Audit Committee, and all directors are, accordingly, expected to attend those meetings. At meetings of the Audit Committee, the directors are briefed from time to time by the Company’s auditor, KPMG LLP, on recent developments in accounting and auditing standards, and also meet separately with the Company’s internal auditor.

Association Membership – The Company enrolls, at its own cost, all of its directors as members of the Institute of Corporate Directors, a body dedicated to the development of excellence in directorship skills and knowledge, and directors may attend its continuing education programs at the Company’s expense. In addition, the Company encourages participation by its directors in industry associations, particularly those of an international nature. When circumstances permit, the Company also encourages attendance by directors, particularly in the company of members of the Company’s operating management, at the various industry trade shows in North America and Europe.

Distribution of Media Coverage and other Publications – The Executive Chairman and the CEO regularly circulate to the directors copies of relevant newspaper articles, analysts’ reports, industry reports and other publications. Chairs of the various Committees also circulate materials on governance developments and trends and other relevant publications.

Disclosure Policy

The Company has a written policy, reviewed biennially (or more frequently, as required) by the Nominating and Governance Committee, concerning the timely disclosure and dissemination of material information, establishing procedures to avoid selective disclosure and prohibiting the use of material, undisclosed information for purposes of trading in the Company’s securities by officers and employees of the Company. To prevent selective disclosure, the policy requires employees to direct all outside inquiries to the Executive Chairman, the CEO or the CFO (the “Responsible Officers”). In addition, trading in the Company’s securities by the Company’s officers and directors is restricted from the time of commencement of the preparation of its quarterly and annual financial statements until the statements have been released to the media and distributed to the public and at all other times when there may be material undisclosed information. During such periods, employees involved in the preparation of such statements are required to maintain confidentiality and may not trade in the Company’s securities. In addition, directors and senior officers are required to advise the Responsible Officers of the Company of any intended trade in the Company’s securities, so that a determination can be made as to whether the timing of the trade would be appropriate in view of the Company’s policy concerning timely disclosure of material information.

The Executive Chairman, the CEO and CFO together have responsibility for communicating financial information of the Company to shareholders, the media and the investment community, and for receiving and responding to inquiries and comments from them. The CFO has responsibility for developing the Company’s annual report to its shareholders, and for disseminating general information concerning the activities of the Company. In addition to the foregoing, the Company has established a “Disclosure Committee” made up of key persons within the Company’s internal flow of information to review and verify the information to be disclosed in the Company’s news releases and regulatory filings. The Company provides timely information regarding its activities to its shareholders and others through news releases and the distribution of quarterly and annual reports, and responds through its appointed officers to inquiries that these documents may generate. The Company’s news releases are also posted to its website at www.cclind.com. Meetings with analysts and institutional shareholders held at the conclusion of quarterly reporting periods are accessible by conference call on a dial-in basis to interested members of the public. The presentations in connection with the quarterly conference calls are also posted to the Company’s website at www.cclind.com.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 85

Climate Change

Climate change impact to the Company’s business is assessed on an ongoing basis by management and reviewed by the Board from a strategic and risk management perspective, as well as considered by the Corporate Social Responsibility, Human Resources and Nominating and Governance Committees in their ongoing oversight of ESG matters, including sustainability initiatives. Event risks caused by global climate change, including the frequency and severity of weather-related events, could damage the Company’s facilities, disrupt operations, impact revenues and cash flow, and create financial risk. These could result in substantial costs for emergency response efforts during the event, reinstatement of regular business operations and repair or replacement of premises and equipment. The potential impact or financial consequence of such events is highly uncertain. The Company's operations are spread over more than 200 locations around the world and therefore subject to varying climate change event risks. The Company maintains insurance coverage for its facilities which it believes are customary or reasonable given the cost of procuring insurance and current operating conditions; however, there can be no assurance that such insurance will continue to be available or cover all loss and liability arising from such events, particularly business interruption. The Company's supply chain and distribution network could also be impacted by such events, which are difficult to predict. Global climate change also gives rise to other risks to the Company’s business and operations, including increased regulation and market shifts in supply and demand, which are also difficult to predict. Many countries in which the Company carries on business are at differing stages of developing policy and regulations regarding carbon emissions and other environmental impacts, which could significantly affect the Company’s business, create financial obligations and increase operating costs. Increased public awareness of climate change may impact consumer demand for the Company’s customers' products. The Company is working closely with customers to innovate products that address their sustainable packaging needs and the changing demands of the consumer. The Company has increasingly been driving sustainable practices and deploying initiatives to reduce its carbon footprint, create cost-savings, and position the Company as a leader in sustainable packaging design. This includes investing in resource-saving technologies and waste-reducing processes. The Company is also working internally with employees and externally with supply chain partners to create more efficient and sustainable options that not only mitigate risk but also create additional opportunities out of climate-related market shifts. For additional information on the Company’s sustainability initiatives, please refer to the Sustainability Report available on the Company’s website at www.cclind.com/sustainability.

External Auditor Service Fees

The following table sets forth the aggregate fees billed for professional services rendered to the Company and its subsidiaries by KPMG LLP, Chartered Professional Accountants:

External Auditor Service Fees	2023	2022
Audit Fees(1)	$5,113,093	$4,719,279
Audit-Related Fees(2)	-	$12,221
Tax Fees(3)	$1,446,456	$1,492,825
All Other Fees(4)	$24,383	$44,083
Total	$6,583,932	$6,268,408

NOTES :

(1) Aggregate audit fees paid to KPMG LLP related to the audit of the annual consolidated financial statements and the review of the consolidated interim financial statements.

(2) No such fees for the year ending December 31, 2023.

(3) Aggregate fees billed for professional services rendered by the auditor for tax compliance, tax advice and tax planning for its Canadian and international operations.

(4) KPMG LLP provided services that met the definition of other in 2023. These professional services were in connection with attestation and local compliance services in Mexico.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 86

Auditor Assessment

In 2023, the Audit Committee performed an assessment of the performance of KPMG LLP as part of its reappointment recommendation. In assessing the performance of KPMG LLP, the Committee focused on three key areas:

Independence, objectivity and professional skepticism
Quality of the engagement team
Quality of communication and interaction with the external auditors

The assessment process included interviews with all Audit Committee members and applicable members of senior management of the Company, to ensure that service quality levels and areas of audit focus meet with the expectations of the Audit Committee.

In addition, the Audit Committee met quarterly with external auditors and applicable members of senior management, to ensure that appropriate audit quality and timeliness of reporting is maintained on a consistent basis.

As a result of this assessment process, the Audit Committee and the Board recommend the reappointment of KPMG LLP as the auditor of the Company.

SHAREHOLDER ENGAGEMENT

Management engages with shareholders in a number of ways, including quarterly conference calls with the investment community to review financial and operating results, attending investor meetings, attending and participating in industry conferences and organizing plant tours and meetings with senior management for investors and analysts.

The Board believes that good governance involves meaningful engagement with shareholders on governance topics to enhance Board credibility and authority, provide comfort on the “tone at the top” and increase the goodwill and trust of shareholders. The Board engages with the Company’s largest shareholders on a regular basis. Areas that are appropriate for discussion are Board structure, composition and leadership; governance policies and practices; executive compensation philosophy; succession planning; and Board oversight of strategy and risk, including ESG/climate change risks and opportunities.

The Nominating and Governance Committee has established principles regarding shareholder engagement. These principles provide that the Committee review the Board’s engagement with shareholders and any shareholder organizations (such as the Canadian Coalition on Good Governance) on an annual basis. The Committee organizes meetings with approximately four or five of the Company’s largest shareholders every two to three years, taking into account any preferences as to meeting frequency indicated by shareholders. Any requests received from time to time by shareholders for a meeting with Board members are separately addressed. The Lead Director, Chair of the Nominating and Governance Committee, Chair of the Human Resources Committee and Chair of the Corporate Social Responsibility Committee attend the meetings, or such two or more independent directors as the Committee determines. The independent directors last held meetings with certain large shareholders in fall of 2022.

In December of 2023, the Company held an investor day with approximately 30 of the Company’s shareholders. The event consisted of presentations from the leaders of each of the Company’s businesses within the CCL, Avery, Checkpoint and Innovia segments, as well as a Q&A session following each presentation.

Shareholders who wish to communicate directly with the Company’s Board, may do so by sending an e- mail to [email protected].

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 87

SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING

The Company will review shareholder proposals intended to be included in proxy material for the 2025 annual meeting of shareholders that are received by the Company at its offices at 111 Gordon Baker Road, Suite 801, Toronto, Ontario M2H 3R1, Attention: Corporate Secretary by no later than February 7, 2025.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.cclind.com. Financial information regarding the Company is provided in the Company’s comparative consolidated annual financial statements and MD&A for the financial year ended December 31, 2023.

Copies of the following documents are available without charge to shareholders upon written request to the Corporate Secretary of the Company at 111 Gordon Baker Road, Suite 801, Toronto, Ontario M2H 3R1, or, following distribution of these materials, they may be obtained from the SEDAR+ website at www.sedarplus.ca or the Company’s website at www.cclind.com:

(i) the 2023 Annual Report to the shareholders containing the comparative consolidated financial statements for the year ended December 31, 2023, together with the accompanying report of the auditors;
(ii) MD&A pertaining to the Company’s comparative consolidated financial statements;
(iii) this Management Proxy Circular; and
(iv) the Company’s most recent Annual Information Form.

GENERAL

The information contained herein is given as of March 15, 2024, unless otherwise noted. The contents and the distribution of this Management Proxy Circular have been approved by the directors of the Company.

DATED at Toronto this 15th day of March, 2024.

By Order of the Board of Directors,

Per: Suzana Furtado, Corporate Secretary

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 88

SCHEDULE A

RESOLUTION OF THE SHAREHOLDERS OF CCL INDUSTRIES INC.

Amendment of Deferred Share Unit Plan

RESOLVED THAT:

the amendment to the Amended and Restated Deferred Share Unit Plan for Non-Employee Directors of the Company, to increase the number of Class B non-voting shares reserved and available for issuance thereunder by 200,000, such that the aggregate number of Class B non-voting shares reserved for issuance under the DSU Plan shall be 750,000, is hereby authorized and approved; and
any one officer of the Company is hereby authorized and directed to do all such acts and things, and to execute and deliver all such instruments and documents as may be necessary or desirable to give full effect to this resolution.

==> picture [23 x 11] intentionally omitted <==

| Management Proxy Circular | 89

AI assistant

CCL Industries Inc. — Proxy Solicitation & Information Statement 2024

43211_rns_2024-04-05_97584f11-78c8-4bbc-891d-9db682c51b82.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF CCL INDUSTRIES INC. MAY 9, 2024

NOTES TO NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT PROXY CIRCULAR OF CCL INDUSTRIES INC.

SOLICITATION OF PROXIES AS OF MARCH 15, 2024 FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2024

TABLE OF CONTENTS

SOLICITATION OF PROXIES

NOTICE-AND-ACCESS

HOW TO VOTE YOUR SHARES

Registered Shareholders

Voting Methods

Non-registered Shareholders

Voting Methods

Fax

Online

Mail

Mail

APPOINTMENT OF PROXYHOLDER

REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXYHOLDER

FOR

DUAL CLASS SHARE STRUCTURE

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

ANGELLA V. ALEXANDER

VINCENT J. GALIFI

Primary Competencies :

Attendance

KATHLEEN L. KELLER-HOBSON

STUART W. LANG

GEOFFREY T. MARTIN

President and CEO

Primary Competencies:

CLAUDE TESSIER

Appointment and Remuneration of Auditor

Amendment to the DSU Plan for Non-Employee Directors

Overview

Description of Provisions of the DSU Plan

Vote Required

CALCULATION OF FOREIGN EXCHANGE AND OTHER VALUES

USE OF NON-IFRS MEASURES

NAMED EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Compensation and the Human Resources Committee

Compensation Decision Making

Human Resources Committee and Compensation Advisors

Executive Compensation-related Fees

All Other Related Fees

Compensation Risk Management

Recoupment Policy (Claw Back)

Succession Planning

Compensation Philosophy and Program Objectives

Benchmarking Compensation

Compensation Elements

Fixed Compensation

Base Salaries

Variable Compensation

Annual Incentive Plans

Corporate Executives

Operational Executives

Long-Term Incentive Plans

2019-2023 LTIP

Employee Stock Option Plan

2017-2025 LTRP

2019 LTRP

Performance Stock Unit Plan

Restricted Stock Unit Plan

Executive Share Ownership Requirements

Compensation of the CEO

GEOFFREY T. MARTIN

President and CEO

CEO Pay-For-Performance

Realizable Pay Analysis

Compensation of Other Named Executives

SEAN WASHCHUK

Senior Vice President and Chief Financial Officer

CCL Industries Inc. Proxy Solicitation & Information Statement 2024