Clarke Inc.

Management Information Circular CLARKE INC.

April 12, 2021

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO BE HELD ON THE 7[th] DAY OF MAY, 2021

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the shareholders of Clarke Inc. (the "Company" or "Clarke") will be held at 145 Hobsons Lake Drive, Suite 106, Halifax, Nova Scotia, B3S 0H9 on May 7, 2021 at 9:00 a.m. AST to:

receive the consolidated financial statements of the Company for the year ended December 31, 2020 and the auditors' report thereon;
elect the directors of the Company;
appoint the auditors of the Company and authorize the directors to fix their remuneration;
consider and, if thought advisable, pass an ordinary resolution, to approve all unallocated options under Clarke’s Stock Option Plan dated August 7, 2014; and
transact such further or other business as may properly come before the Meeting or any adjournments thereof.

Shareholders who are unable to be present personally at the Meeting are requested to sign and return, in the envelope provided for that purpose, the form of proxy accompanying this notice. Only holders of common shares of record at the close of business on April 1, 2021 will be entitled to attend the Meeting and to vote in person or by proxy, except to the extent that (a) the shareholder has transferred the ownership of such shares after such date and (b) the transferee of such shares produces a properly endorsed share certificate or otherwise establishes that he or she owns such shares and demands no later than 48 hours before the Meeting that his or her name be included in the list of shareholders entitled to vote at the Meeting.

Out of an abundance of caution, to proactively deal with potential issues arising from the unprecedented public health impact of COVID-19, and to limit and mitigate risks to the health and safety of our communities, Shareholders, employees, directors and other stakeholders, the Company is discouraging physical attendance in person at the Meeting. Shareholders are strongly encouraged to exercise their right to vote by dating, signing and returning the enclosed form of proxy to Clarke’s transfer agent, Computershare Investor Services Inc., at 1500 Robert-Bourassa Blvd, 7th floor, Montreal, Quebec, H3A 3S8 by 8:00 a.m. by May 5, 2021. Shareholders who do not hold their shares in their own name are strongly encouraged to complete the voting instruction forms received from their broker as soon as possible and to follow the instructions set out under the section titled “ Notice to Beneficial Holders of Common Shares ” in the attached management information circular.

Dated at Halifax, Nova Scotia this 12[th] day of April, 2021.

By Order of the Board

(Signed): "George Armoyan"

George Armoyan Chairman, President & CEO

CLARKE INC.

MANAGEMENT INFORMATION CIRCULAR

MANAGEMENT SOLICITATION

The information contained in this Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Clarke Inc. (the "Company" or "Clarke") for use at the Annual General and Special Meeting (the "Meeting") of shareholders of the Company ("Shareholders") to be held at 145 Hobsons Lake Drive, Suite 106, Halifax, Nova Scotia, B3S 0H9 on May 7, 2021 at 9:00 a.m. AST for the purposes set out in the enclosed Notice of Meeting. This solicitation of proxies may be carried out by mail, telephone or personally by officers, employees or representatives of the Company. The cost of solicitation will be borne by the Company.

The Company currently intends to hold an in-person Meeting whereby Shareholders are strongly encouraged to submit proxies in advance. At this time, only registered Shareholders and duly appointed proxy holders will be entitled to attend the Meeting in person. Please refer to the Important Note in the Notice of Meeting for further information.

Information in this Circular is given as at April 12, 2021 unless otherwise specified.

APPOINTMENT AND REVOCATION OF PROXIES

THE ENCLOSED PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM OR HER, OTHER THAN THE PERSON NAMED IN THE PROXY, BY INSERTING THE NAME OF SUCH PERSON IN THE SPACE INDICATED IN THE PROXY.

A proxy may be revoked by the Shareholder giving such proxy at any time before it is voted by an instrument in writing executed by the Shareholder or by his or her duly authorized attorney, or if the Shareholder is a corporation, under its corporate seal or by an officer or attorney duly authorized, and in any such case, deposited either at the head office of the Company up to and including the last business day preceding the Meeting, or with the chairman of the Meeting on the day of the Meeting or adjournment thereof or in any other manner permitted by law.

VOTING OF PROXIES

The shares represented by proxies in favour of management nominees will be voted at the Meeting, except on those matters for which they have been directed to refrain from voting. Where any matter listed on the form of proxy indicates a choice of action, the shares will be voted in accordance with the choice specified by the Shareholder.

IN RESPECT OF PROXIES IN WHICH SHAREHOLDERS HAVE NOT SPECIFIED THE MANNER IN WHICH VOTES ARE TO BE CAST, THE SHARES REPRESENTED BY SUCH PROXIES WILL BE VOTED IN FAVOUR OF ALL SUCH MATTERS SPECIFIED THEREIN.

The form of proxy also confers discretionary authority upon the persons named therein with respect to amendments or variations of the matters identified in the Notice of Meeting and other matters which may properly come before the Meeting. Management knows of no matters to come before the Meeting other than those identified in the Notice of Meeting. However, if any other matters that are not known to management should properly come before the Meeting, the shares represented by proxies in favour of management's nominees will be voted on such matters in the discretion of the proxy nominee, unless prohibited by law or regulation.

Notice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to those many Shareholders who do not hold common shares in their own name (referred to in this document as "Beneficial Shareholders"). Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of the common shares of the Company ("Common Shares") can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker or other intermediary, then in almost all cases those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholders' broker or their agent. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker or their nominee is prohibited from voting Common Shares for their clients. The Company does not know for whose benefit the Common Shares registered in the name of CDS & Co. are held.

Applicable regulatory policy requires brokers or other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every broker or other intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is similar to the form of proxy provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholder (e.g. the broker or its nominee) how to vote on behalf of the Beneficial Shareholder.

The majority of brokers delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the shares voted.

Since the Company does not have access to the names of its Beneficial Shareholders, if a Beneficial Shareholder attends the Meeting, the Company will have no record of their shareholdings or of their entitlement to vote, unless the broker or other intermediary has appointed such Beneficial Shareholder as proxy holder. Therefore, a Beneficial Shareholder who wishes to vote in person at the Meeting should follow the instructions provided on the voting instruction form sent to him or her by the broker or other intermediary, which typically are to insert their own name in the space provided on the voting instruction form sent to them by the broker or other intermediary. By doing so, the broker or other intermediary is instructed to appoint the Beneficial Shareholder as proxyholder. Then the Beneficial Shareholder should follow the signing and return instructions provided by their broker or other intermediary.

The Company is not using "notice-and-access" to send its proxy-related materials to Shareholders, and paper copies of such materials will be sent to all Shareholders. The Company will send proxy-related materials directly to nonobjecting Beneficial Shareholders, through the services of Broadridge. The Company intends to pay for the broker or other intermediary to deliver to objecting Beneficial Shareholders the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary of National Instrument 54-101.

If you have any questions respecting the voting of shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Management is not aware of any material interest of any director or senior officer of the Company, any person who has held such a position since the beginning of the last completed financial year of the Company, any proposed nominee for director of the Company, or of any associate or affiliate of any of the foregoing, in respect of any matter to be acted on at the Meeting, other than the election of directors or the appointment of auditors.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The only voting shares of the Company are its Common Shares. On April 12, 2021, there were 14,856,712 issued and outstanding Common Shares. Each Common Share carries the right to one vote.

Only Shareholders who are the registered holders of Common Shares in the Company record maintained by Computershare Investor Services Inc. at the close of business on April 1, 2021 will be entitled to attend and to vote at the Meeting except to the extent that (a) the Shareholder has transferred the ownership of such Common Shares after such date; and (b) the transferee of such Common Shares produces a properly endorsed share certificate or otherwise establishes that he or she owns such Common Shares and demands not later than 48 hours before the Meeting that his or her name be included in the list of Shareholders entitled to vote at the Meeting.

Other than as described below, to the knowledge of the directors and officers of the Company, no person beneficially owns or exercises control or direction over shares carrying more than 10% of the voting rights attached to all issued and outstanding shares of the Company on a fully diluted basis.

George Armoyan[(1)] 10,399,101 (70.00%) Letko, Brosseau & Associates Inc.[(2)] 2,024,379 (13.63%)

(1) Mr. Armoyan exercises control or direction over 10,399,101 Common Shares through G2S2 Capital Inc. (“G2S2”), a company controlled by an immediate family member of Mr. Armoyan. Furthermore, G2S2 also owns $7,340,000 principal amount of Clarke Inc. Series B Convertible Debentures (the “Debentures”), which, if converted, would entitle G2S2 to an additional 534,206 Common Shares, representing a total securityholding percentage of 71.04% (determined on a partially diluted basis assuming the conversion of only G2S2’s $7,340,000 principal amount of the Debentures). Per SEDI filings as at September 4, 2020.

(2) Per notice from Letko, Brosseau & Associates Inc. on April 7, 2021.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Consolidated Financial Statements and Auditors' Report

The audited consolidated financial statements of the Company for the year ended December 31, 2020 and the auditors' report thereon will be received at the Meeting. The financial statements and the auditors' report can be obtained from Clarke's website at www.clarkeinc.com and they have been reported online on SEDAR at www.sedar.com under Clarke's issuer profile.

2. Election of Directors

Each of the persons whose names appear hereunder is proposed to be elected as a director of the Company to serve until the next annual general meeting of Shareholders or until his successor is elected or appointed.

IT IS INTENDED THAT THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT'S NOMINEES, EXCEPT THOSE DIRECTED TO BE WITHHELD, WILL BE VOTED IN FAVOUR OF THE ELECTION OF SUCH PERSONS AS DIRECTORS OF THE COMPANY.

		Served as a Director	Shares Beneficially Owned,
Name	Office and Principal Occupation	Since	Controlled or Directed
George Armoyan	Executive Chairman of G2S2 and	June 12, 2014(2)	10,399,101 Common
Halifax, Nova Scotia,	Chairman, President & CEO of Clarke		Shares(3)
Canada	Inc.
Blair Cook(1)	Partner at Executive Finance Partners	May 15, 2012	NIL
Halifax, Nova Scotia,	and CFO, Mara Renewable Corporation
Canada
Charles Pellerin(1)	President, Pellerin Potvin Gagnon	May 14, 2010	NIL
Victoriaville, Quebec,	S.E.N.C.R.L.
Canada
Jane Rafuse	Retired Executive(4)	N/A	NIL
Halifax, Nova Scotia,
Canada
Marc Staniloff(1)	President & CEO, Superior Lodging	October 1, 2019	28,025 Common Shares
Calgary, Alberta,	Corp.
Canada

(1) Member of the Audit Committee. Mr. Cook is the Chairman of the Audit Committee.
(2) Mr. Armoyan was previously a director of Clarke from December 2001 to January 2010.
(3) See "Voting Shares and Principal Holders Thereof".
(4) Ms. Rafuse previously served as Chief Financial Officer of Holloway Lodging Corporation from February 2012 to January 2020.

To the knowledge of the Company, none of the proposed directors:

(a) is or was within the last 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company, including Clarke, that,
(i) was subject to a cease trade order or similar order, or an order that denied the issuer access to any exemptions under securities legislation, that was in effect for a period of more than 30 consecutive days, while that person was acting in that capacity;
(ii) was subject to a cease trade order or similar order or an order that denied the issuer access to an exemption under securities legislation, for a period of more than 30 consecutive days, after that person ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) is or was within the last 10 years before the date of this Circular, a director or executive officer of any company, including Clarke, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or

compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

3. Appointment of Auditors

PricewaterhouseCoopers LLP ("PWC") was appointed as auditor of the Company by the Board on March 19, 2015. Management proposes that the Shareholders ratify, confirm and approve the appointment of the current auditor of the Company, PWC, as the auditor of the Company until the next annual general meeting of the Shareholders, or until a successor is otherwise appointed prior thereto, and to authorize the Board to fix the auditor’s remuneration.

In order to be effective, the resolution to appoint PWC as our auditor must be passed by a majority of the votes cast in person or by proxy at the Meeting.

IT IS INTENDED THAT THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT'S NOMINEES, EXCEPT THOSE DIRECTED TO BE WITHHELD, WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS AUDITOR OF THE COMPANY.

4. Approval of the Stock Option Plan Resolution

At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution (the "Stock Option Plan Resolution") approving the unallocated options under the Stock Option Plan dated August 7, 2014 (the "Stock Option Plan"), as described below.

The Board adopted the Stock Option Plan on August 7, 2014 and it was ratified by Shareholders on May 7, 2015. The Stock Option Plan is an "evergreen" option plan, under which Clarke can issue options to acquire up to a maximum of 7.5% of its issued and outstanding Common Shares from time to time. Because the Stock Option Plan provides that a fixed percentage of the issued and outstanding Common Shares from time to time will be reserved for issuance thereunder rather than a fixed maximum number of Common Shares, the TSX requires a majority of the Board and Shareholders to approve, every three years, the unallocated options under the Stock Option Plan.

As at December 31, 2020, Clarke had allocated options to purchase 150,000 Common Shares (representing approximately 1.0% of Clarke’s issued and outstanding Common Shares as of that date), leaving 979,341 unallocated options available for future grants (with the 979,341 Common Shares associated with these unallocated options representing approximately 6.5% of Clarke’s outstanding Common Shares as at December 31, 2020).

Previously allocated options under the Stock Option Plan will continue in effect, irrespective of whether the Stock Option Plan Resolution approving the unallocated options is passed. However, if approval of the unallocated options is not obtained at the Meeting, unallocated options as at the time of the Meeting will be cancelled and will no longer be available for grant, and outstanding options that are otherwise cancelled or expired will no longer be available for re-grant.

A summary of certain key provisions of the Stock Option Plan (qualified entirely by reference to the full text of the plan) is set forth below under “Securities Authorized For Issuance Under Equity Compensation Plans”.

Shareholders will be asked at the Meeting to consider and, if deemed appropriate, to adopt the Stock Option Plan Resolution. If Shareholder approval is obtained at the Meeting, Clarke will not be required to seek further approval of the unallocated options under the Stock Option Plan until May 7, 2024. The Board has determined that the approval of the unallocated options under the Stock Option Plan is in the best interests of the Company and its Shareholders and it unanimously recommends that the Shareholders vote in favour of approving the Stock Option Plan Resolution.

A simple majority of the votes cast at the Meeting, whether by proxy or in person, will constitute approval of this matter. The full text of the Stock Option Plan Resolution is set out in Appendix "A" to this Circular.

IT IS INTENDED THAT THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT'S NOMINEES, EXCEPT THOSE DIRECTED TO BE VOTED AGAINST, WILL BE VOTED IN FAVOUR OF THE STOCK OPTION PLAN RESOLUTION.

STATEMENT OF EXECUTIVE COMPENSATION

1. Compensation Discussion and Analysis

This section is intended to provide Shareholders with a description of the policies and programs regarding compensation of the named executive officers ("NEOs") for the financial year ended December 31, 2020. The NEOs are George Armoyan, current Chairman, President and Chief Executive Officer, Michael Rapps, former President and Chief Executive Officer who resigned effective June 30, 2020, Stephen Cyr, Chief Financial Officer, and Paola Calce, Vice President and General Counsel, as listed in the Summary Compensation Table below.

The Company's executive compensation program is administered by the Board, or as necessary, a sub-committee comprised of independent directors appointed thereby. The Board has responsibility for the remuneration of the President and Chief Executive Officer and also approves the remuneration of the other executive officers, after considering the recommendations of the President and Chief Executive Officer. The Board evaluates the performance of the Company's executive officers and continually reviews the design and competitiveness of the Company's incentive compensation programs.

On August 7, 2014, the Board approved a new management compensation plan for the NEOs ("Compensation Plan"), other than Mr. Armoyan, whose compensation program is described under the heading "Supplementary Retirement Plan". The Compensation Plan applied only to the former President and Chief Executive Officer in 2018, 2019 and 2020.

The Company did not retain the services of any compensation consultant during 2020. There is no formal policy in relation to whether a director or NEO is permitted to purchase financial instruments designed to hedge or offset a decrease in market value of Common Shares of the Company.

Objectives of the Compensation Program

The Company's compensation philosophy is to pay NEOs competitive base salaries while tying a significant portion of the NEO’s total compensation to financial and share price performance in the form of an annual cash incentive and options ("Options") to purchase Common Shares under Clarke's Stock Option Plan dated August 7, 2014 (the " Stock Option Plan ").

Elements of the Compensation Program

NEO compensation (other than Mr. Armoyan's compensation) is comprised of the following three components: base salary, short-term incentive in the form of an annual performance-based cash bonus and long-term incentive in the form of Option grants.

Mr. Armoyan does not receive a base salary or an annual incentive but he is eligible to receive compensation pursuant to the Defined Benefit Plan (as defined below) and the Supplementary Retirement Plan (as defined below).

Base Salaries

The Company believes that a competitive base salary is a necessary element for attracting and retaining qualified executive officers that have the particular skill sets required by the Company. The amount payable to a NEO as base salary is determined by the NEO's particular experience and qualifications and with reference to market practices at the time. The President and Chief Executive Officer recommends for approval to the Board base salaries for each executive of Clarke.

Performance-Based Bonuses

The Company’s view is that an annual bonus is an integral part of a balanced compensation program in that it provides an important near-term incentive to bolster NEO performance. For the years ended December 31, 2018 and 2019, the

former President and Chief Executive Officer’s performance-based bonus was determined in accordance with the Compensation Plan. The annual cash bonus under the Compensation Plan was determined as follows. The former President and Chief Executive Officer was assigned a notional number of Common Shares ("Assigned Shares") (no Common Shares are issued; they are simply assigned for calculation purposes). Following year-end, the former President and Chief Executive Officer was entitled to receive a cash bonus equal to (i) the positive change in the book value per Assigned Share for 50% of the Assigned Shares and (ii) the positive Shareholder return for 50% of the Assigned Shares. Shareholder return consists of the change in the Common Share price and the dividends paid on the Common Shares during the applicable fiscal year. Each bonus metric is subject to a 5% hurdle rate before any cash bonus is payable.

The President and Chief Executive Officer recommends for approval to the Board bonuses for each NEO of Clarke. The Chief Financial Officer’s and Vice President and General Counsel’s performance-based bonuses were determined on a discretionary basis.

Options

Options are designed to provide officers, directors and employees of the Company an additional incentive to maximize Shareholder value. Options enable the recipient to benefit from an increase in the price of the Common Shares. Accordingly, this form of compensation is tied to positive Common Share price performance and ensures that recipients only benefit from this form of compensation if Shareholders generally benefit. Options vest over time to ensure that Option recipients consider the long-term implications of their decisions rather than focus on short-term decision making.

Option grants to NEOs are approved by the Board pursuant to the terms of the Stock Option Plan. Previous grants of Options are taken into account by the Board when considering new Option grants in order to ensure that the Company's decisions regarding a grant of Options are consistent with the Company's compensation philosophy and policies. In determining Option grants, the Board considers the compensation from the Options to be received over the course of the vesting period and not as a lump sum equal to the fair value received on the grant date.

For a summary of the material terms and conditions of the Stock Option Plan see "Securities Authorized for Issuance under Equity Compensation Plans" below.

Defined Benefit Plan

The Company maintains a defined benefit plan, in the form of a group pension plan, for eligible participants (the "Defined Benefit Plan"). Mr. Armoyan was the only NEO who was eligible to receive a pension under the Defined Benefit Plan in 2020. Please see the table under the heading "Defined Benefit Plan and Supplementary Retirement Plan" for particulars of defined benefits available to Mr. Armoyan in 2020.

Supplementary Retirement Plan

The Company has provided Mr. Armoyan with a supplementary retirement plan (the "Supplementary Retirement Plan"). The Supplementary Retirement Plan was established to provide retirement benefits to select senior executives. Mr. Armoyan was the only NEO who was eligible to receive a pension under the Supplementary Retirement Plan in 2020. Please see the table under the heading "Defined Benefit Plan and Supplementary Retirement Plan" for particulars of supplementary retirement benefits available to Mr. Armoyan in 2020.

Mr. Armoyan elected to not receive cash compensation for his services as Executive Chairman in 2018 and 2019. The Board elected to grant to Mr. Armoyan two additional years of credited service in his Supplementary Retirement Plan for each of these years.

2. Performance Graph

The following line graph compares the yearly change in the value of $100 invested in the S&P/TSX Composite Total Return Index, the S&P/TSX Capped Small Cap Index and the Common Shares for the period December 31, 2015 to December 31, 2020. We have included as Exhibit B a chart showing our book value per Common Share and Common Share price performance for each year since 2002 when Mr. Armoyan assumed responsibility for capital allocation decisions at the Company. We believe this chart better illustrates the long-term performance of the Company.

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Cumulative Total Returns
Value of $100 invested on December 31, 2015
$200
$175
$150
$125
$100
$75
2015 2016 2017 2018 2019 2020
Calendar Year End
Clarke Inc. S&P/TSX Composite Total Return Index S&P/TSX Capped Small Cap
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Calendar Year Ending	December 31, 2015	December 31, 2016	December 31, 2017	December 31, 2018	December 31, 2019	December 31, 2020
Clarke Inc.	100	99	114	158	178	156
S&P/TSX Composite Total Return Index	100	121	132	120	148	156
S&P/TSX Capped Small Cap Index	100	138	142	116	135	152

NEO compensation has not historically been based primarily on the performance of the Common Shares and, as such, NEO compensation may not be directly correlated to the performance of the Common Shares.

3. Summary Compensation Table

The following table sets forth information concerning the compensation paid to our President and Chief Executive Officer, Chief Financial Officer and the other NEOs of the Company for the years ended December 31, 2020, December 31, 2019 and December 31, 2018.

Name and Principal Position	Year	Salary ($)	Option- based Awards(1) ($)	Annual Non- Equity Incentive Plans(2) ($)	Pension Value ($)	All Other Compensation(3) ($)	Total Compensation ($)
George Armoyan(4) Chairman, President and Chief Executive Officer	2020 2019 2018	- - -	- - -	- - -	112,121 1,135,642 1,137,183	- - -	112,121 1,135,642 1,137,183
Michael Rapps(5) Former President and Chief Executive Officer	2020(8) 2019 2018	151,351 222,308 200,000	- - -	- 212,500 -	N/A N/A N/A	- - -	151,351 434,808 200,000
Paola Calce(6) Vice President and General Counsel	2020(8) 2019 2018	206,389 55,769 -	- 323,400 -	- 100,000 -	N/A N/A N/A	- - -	206,389 479,169 -
Stephen Cyr(7) Chief Financial Officer	2020(8) 2019 2018	144,200 142,231 139,231	- 161,700 -	- 120,000 75,000	N/A N/A N/A	8,652 8,534 7,338	152,852 432,465 221,569

(1) Options were granted on November 24, 2019. For the purposes of this Circular, pursuant to the reporting requirements in National Instrument 51-102F6 of the Canadian Securities Administrators, option values are measured at the grant date (as opposed to vesting date) fair value using the Black-Scholes option pricing model, with the following assumptions: risk free interest rate of 1.49%, expected volatility of 26.96%, expected Option life of 7 years, and estimated fair value per Option of $3.23. Options generally vest at 33 1/3% per year as of the first anniversary of the date of issuance and expire 7 years from the date of issuance.
(2) Annual incentives were paid in the subsequent year on the basis of performance in the current year.
(3) All other compensation relates to contributions made by the Company to a group RRSP. The value of perquisites received by each of the NEOs, including property or other personal benefits provided to the NEOs that are not generally available to all employees, were not in the aggregate greater than $50,000 or 10% of the NEO's total salary for the financial year.
(4) On July 2, 2014, Mr. Armoyan was appointed Executive Chairman. Mr. Armoyan was appointed President and Chief Executive Officer of the Company on June 30, 2020. Mr. Armoyan does not receive an annual salary but does receive pension benefits. On March 6, 2014, the Board approved an amendment to the Supplementary Retirement Plan of Mr. Armoyan, which grants him, effective January 1, 2013, two additional years of credited service for each year that he holds the position of President and Chief Executive Officer or Executive Chairman after January 1, 2013, provided that certain conditions are met. For more information, please see "Defined Benefit Plan and Supplementary Retirement Plan".
(5) Mr. Rapps resigned as President and Chief Executive Officer of the Company effective June 30, 2020.
(6) Ms. Calce was appointed Vice President and General Counsel effective October 1, 2019 at an annual salary of $250,000. Prior thereto, she was General Counsel and Corporate Secretary for Holloway Lodging Corporation.
(7) Mr. Cyr resigned as Chief Financial Officer of the Company with an effective date of June 25, 2021.
(8) Base compensation for executive management was reduced by 15%, and subsequently 20% for a period of six months from April 1, 2020 to September 30, 2020, and 10% for a period of three months from October 1, 2020 to December 31, 2020 in response to the uncertain economic impact of COVID-19.

4. Outstanding Options

The following table sets forth for each NEO all Options of the Company outstanding at the end of the year ended December 31, 2020.

	Options	Options	Options
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In- the-Money Options ($)(1)	Number of shares that have not vested (#)
Paola Calce	100,000	8.77	November 24, 2026	-	66,667
Stephen Cyr	50,000	8.77	November 24, 2026	-	33,333

(1) Based on the December 31, 2020 closing price on the TSX of the Common Shares of $6.68 per Common Share.

The Board priced all NEO Option grants on November 24, 2019 at $14.26, which was the Company’s book value per Common Share on the grant date. At such date, the Common Shares traded at $12.30. The volume weighted average trading price of the Common Shares for the five days immediately preceding November 24, 2019 was $12.48. Effective March 25, 2020, the Board approved a reduction of $5.49 per Option as a result of the dividend-in-kind paid by the Company on that date. As a result, the exercise price for the Options granted on November 24, 2019 was adjusted to $8.77.

In 2020, NEOs exercised 250,000 Options and settled in cash. The only stock option plan of the Company is the Stock Option Plan. For a summary of the material terms and conditions of the Stock Option Plan see "Securities Authorized for Issuance under Equity Compensation Plans" below.

5. Incentive Plan Awards

The following table sets forth for each NEO, the value of incentive plan compensation earned during the year ended December 31, 2020.

Name	Options – Value Vested during the year ($)(1)	Non-equity incentive plan compensation – Value earned during the year ($)
GeorgeArmoyan	N/A	-
Michael Rapps	N/A	-
Paola Calce	N/A	-
StephenCyr	N/A	-

(1) This is the aggregate dollar value that would have been realized if the Options vested during the year had been exercised on their vesting dates.

6. Defined Benefit Plan and Supplementary Retirement Plan

The following table sets forth for Mr. Armoyan, the value of pension benefits accrued as at the year ended December 31, 2020.

Name	Years Credited Service(1) (#)	Annual Benefits Payable ($)	Annual Benefits Payable ($)	Opening Present Value of Defined Benefit Obligation ($)	Compensatory Change(2) ($)	Non- Compensatory Change(3) ($)	Closing Present Value of Defined Benefit Obligation ($)
		Year End	Age 65
GeorgeArmoyan	34.33	691,267	830,291	13,957,012	112,121	856,267	14,925,400

(1) On March 6, 2014, the Board approved an amendment to the Supplementary Retirement Plan of Mr. Armoyan, which grants him, effective January 1, 2013, two additional years of credited service for each year that he holds the position of Chief Executive Officer or Chairman of the Board after January 1, 2013, provided that certain conditions are met. Those conditions were met in 2018 and 2019 and, as such, Mr. Armoyan was credited with a total of three years of credited service for each of 2018 and 2019.
(2) The "Compensatory Change" column recognizes the years of service credited plus actual change in pensionable earnings versus that assumed to occur. From January 1, 2013 to January 31, 2020, Mr. Armoyan was granted two additional years of credited service per year of service, as certain conditions were satisfied in accordance with his SERP agreement. From February 1, 2020, credited service is granted at a usual accrual rate of 1 year of credited service per year, with the pension benefits being capped at 75% of the final pensionable earnings.
(3) The "Non-Compensatory Change" column recognizes the items that are not compensatory, including the change in discount rate from 3.10% to 2.50% and the update in the mortality table used.

Mr. Armoyan was the only NEO eligible for the Company's Defined Benefit Plan in 2020. Total retirement benefits are based on 2% of the three highest consecutive years of salary. The overall maximum of 66[2] /3% of the average compensation applies to the participant. The pension payable under the Supplementary Retirement Plan is reduced for amounts received under the Canada Pension Plan after age 65.

Benefits are reduced by 0.25% for each month between the date of early retirement and the date of the participant's 60th birthday or, if earlier, the date at which the participant's age plus his years of service total 80, if the participant is at least 55 years of age.

Retirement benefits are payable for life, with provision for reduced payments to continue to a surviving spouse. Retirement benefits for Mr. Armoyan are indexed annually at a rate of 75% of the increase in the Consumer Price Index less 1% (to a maximum annual increase of 4%).

7. Termination and Change of Control Benefits

George Armoyan

Mr. Armoyan and the Company have entered into an employment agreement. This agreement provides that in the event of the Company terminating his employment, other than for good reason as defined in the employment agreement, he shall be entitled to a severance allowance for an amount equal to the aggregate value of two times his annual salary, plus all payments and entitlements under applicable labour standards legislation.

The estimated amount payable by the Company in the event of the termination of Mr. Armoyan, assuming such termination occurred on December 31, 2020 (the last day of the Company's most recent fiscal year) is nil. In addition to the foregoing, Mr. Armoyan would have the right to exercise all outstanding Options granted to him under a stock option plan of the Company on the date that is the sooner of two years from the date of termination or the date the Option would otherwise expire. Mr. Armoyan had no Options outstanding as at December 31, 2020.

Mr. Armoyan's employment agreement requires that Mr. Armoyan will not, during the term of his employment with Clarke or at any time after, without the Company's prior consent, disclose any confidential and proprietary information or trade secrets nor use the same for any other purpose than for the purposes of the Company. For a period of 12 months following Mr. Armoyan's termination, Mr. Armoyan may not solicit, for any purpose that is competitive with the Company, any customer of Clarke for the 12 months preceding the termination or an employee of the Company. Similarly, Mr. Armoyan may not for the 12 months following termination, without the written consent of the

Company, be employed by, otherwise interested in, or permit his name to be used in, any business in direct competition with the Company in the Province of Ontario.

8. Director Compensation

Director compensation was eliminated for 2020 in response to the uncertain economic impact of COVID-19. Directors of the Company that are also officers or employees of the Company are not compensated for service on the Board, therefore no additional director fees are payable to Mr. Armoyan for his services as director of the Company.

Effective August 7, 2014, directors of the Company are remunerated on an annual basis by payment of quarterly fees in the amount of $6,250. To recognize the additional effort required by the duties of a chair, the Chairman of the Audit Committee receives a quarterly fee of $1,250. The total of such fees paid to directors for the fiscal year ending December 31, 2020 was nil.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at December 31, 2020, relating to the Company's equity compensation plans in place as of the date of this Circular.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders	150,000	$8.77	979,341(1)
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	150,000	$8.77	979,341(1)

(1) The total number of Common Shares reserved for issuance under the Stock Option Plan, together with all other security based compensation arrangements (as such term is defined in the TSX Company Manual) established or maintained by the Company, at any time, shall not exceed 7.5% of the total issued and outstanding Common Shares.

The 150,000 outstanding Options represented approximately 1.0% of the outstanding Common Shares as at December 31, 2020. The 979,341 Options available for grant represented approximately 6.5% of the outstanding Common Shares as at December 31, 2020.

Description of Stock Option Plan

The Stock Option Plan is administered by the Company upon the recommendation of the Board. The Company effects the grant of Options, in accordance with determinations made by the Board including as to: (a) the persons (from among the eligible participants) to whom Options will be granted; (b) the number of Common Shares which shall be the subject of each Option; (c) the exercise price in respect of each Option; and (d) any and all terms and conditions in addition to those contained in the Stock Option Plan that are to be attached to any or all such Options.

The only Stock Option Plan of the Company is the Stock Option Plan. The material terms of the Stock Option Plan are described below.

Eligible Participants

Subject to the regulations of the TSX and any securities laws, the following persons are eligible to be granted Options under the Stock Option Plan: (i) any employee of the Company or its subsidiaries; (ii) any director of the Company or its subsidiaries; or (iii) any consultant.

Plan Limit

The total number of Common Shares reserved for issuance under the Stock Option Plan, together with all other security based compensation arrangements (as such term is defined in the TSX Company Manual) established or maintained by the Company, at any time, shall not exceed 7.5% of the total issued and outstanding Common Shares.

Maximum Issuable in One Year

The aggregate number of Common Shares issuable under the Stock Option Plan and any other security-based compensation arrangements established or maintained by the Company in any one year period shall not exceed 5% of the issued and outstanding Common Shares.

Insider Participation Limit

The aggregate number of Common Shares issued to insiders of the Company under the Stock Option Plan and all other security-based compensation arrangements of the Company within any one-year period shall not exceed 7.5% of the issued and outstanding Common Shares. The aggregate number of Common Shares issuable to insiders of the Company, at any time, under the Stock Option Plan, or when combined with all other security-based compensation arrangements of the Company, shall not exceed 7.5% of the issued and outstanding Common Shares.

Maximum Issuable to One Person

The aggregate number of Common Shares issuable to any one participant under the Stock Option Plan and all other security-based compensation arrangements of the Company shall not exceed 5% of the issued and outstanding Common Shares.

Determination of Exercise Price

The exercise price of a Common Share underlying an Option granted under the Stock Option Plan will be determined by the Board on the date of the grant of the Option, provided that such exercise price shall not be less than the market price on the date of the grant of the Option. For the purpose of determining the exercise price, the market price of a Common Share, on any particular date, means the volume weighted average trading price for the Common Shares on any stock exchange that the Common Shares are listed for the five trading days on which the Common Shares traded immediately preceding such date; provided, however, in the event that the Common Shares are not listed and posted for trading on any stock exchange, the market price shall be the fair market value of the Common Shares as determined by the Board in its discretion, acting reasonably and in good faith.

Vesting and Term of Options

It is intended that the Options granted under the Stock Option Plan shall be exercised during a period of time (the "Exercise Period") fixed by the Board, not exceeding seven years from the date of grant of the Option.

The Options shall be subject to such terms of vesting as the Board may determine, in accordance with the Stock Option Plan. Unless otherwise provided in an option agreement, all Options shall vest and become exercisable as follows: (a) 1/3 of the Options shall vest on the first anniversary of the date of grant; (b) an additional 1/3 of the Options shall vest on the second anniversary of the date of grant; and (c) the final 1/3 of the Options shall vest on the third anniversary of the date of grant.

Options which have vested may be exercised in whole or in part at any time and from time to time during the Exercise Period. Subject to other provisions of the Stock Option Plan concerning a termination date, at the expiration of the Exercise Period, any Options which have not been exercised shall expire and become null and void.

Cashless Exercise

With Board approval, a participant may elect to surrender any vested Option, which is otherwise exercisable and, in consideration for such surrender for cancellation, receive a cash payment, or Common Shares having a value, equal to the in-the-money amount of the Options being surrendered. The in-the-money amount of an Option is the positive difference between the market price of the Common Shares issuable on the exercise of such Option or portion thereof, as of the date such Option is surrendered, and the aggregate exercise price of such Option or portion thereof.

Financial Assistance

The Company may provide financing to all participants of the Stock Option Plan for all or any portion of the purchase price of the Common Shares for which an Option is being exercised upon such terms and conditions as the Board may determine including the rate of interest, if any, the term of the financing, the repayment terms, whether such financing shall be made with or without recourse and, the security, if any, to be taken, which may include a pledge of the Common Shares for which the financing of the purchase price has been given.

Change of Control

In the event of a Change of Control (as defined in the Stock Option Plan) or a determination by the Board that a Change of Control is expected to occur, all outstanding Options granted under the Stock Option Plan shall vest as of the date of such determination and be immediately exercisable until the earlier of: (a) the date which is 90 days following the date of such Change of Control, or such earlier time as may be established by the Board; and (b) the expiry date of the Options.

In the event that the Board passes a resolution approving, or the Company enters into an agreement providing for, a transaction which would constitute a Change of Control, the Board may, at its discretion, resolve to permit participants to exercise all vested and unvested Options pursuant to the terms of the Stock Option Plan, conditional upon the occurrence of the Change of Control, and for the purpose of, as applicable, tendering the underlying Common Shares to the take-over bid or voting such Common Shares in respect of the resolution pertaining to the transaction.

Cessation of Entitlement

Subject to the terms of any particular option agreement, on a participant's termination date, any Options granted to such participant that have not vested prior to the participant's termination date shall terminate and become null and void as of such termination date.

Where a participant's termination occurs as the result of Termination for Cause (as defined in the Stock Option Plan) based on allegations of gross negligence, fraud, breach of fiduciary duty or other acts of willful malfeasance against the Company (or its subsidiaries), all Options, whether or not vested, of the participant shall immediately and automatically terminate for no consideration and be rendered null and void. Where a participant's termination occurs for Termination for Cause other than as set forth above, the participant will have the right to exercise part or all of his or her outstanding vested Options at any time up to and including the earlier of: (i) the date which is 10 days following the date of such participant's termination date; and (ii) the expiry date of the vested Options. Where a participant's termination occurs as the result of death or disability, the participant's legal representative shall have the right to exercise any outstanding vested options at any time up to and including the earlier of: (i) the date which is one year following the termination date of such participant; and (ii) the expiry date of the vested Options.

Where a participant's termination occurs for any other reason than outlined above, the participant will have the right to exercise their outstanding vested Options at any time up to and including the earlier of: (i) the date which is 30 days following the date of such participant's termination date; and (ii) the expiry date of the vested Options.

Assignability and Transferability

Options granted under the Stock Option Plan are non-assignable and non-transferable, except pursuant to laws of succession and, except in the case of the participant's death or incapacity, shall be exercisable or surrendered only by the participant.

Amendment Provisions

It is intended that, under the Stock Option Plan, the Board shall have the power and authority to terminate the Stock Option Plan and to approve amendments to the Stock Option Plan or to Options, without approval of the Shareholders, including, without limitation, for any of the following types of amendments:

(a) amendments for the purpose of curing any ambiguity, error or omission in the Stock Option Plan or Option or to correct or supplement any provision of the Stock Option Plan that is inconsistent with any other provision of the Stock Option Plan;
(b) amendments necessary to comply with applicable law or the requirements of any stock exchange on which the Common Shares are listed;
(c) amendments to the Stock Option Plan respecting administration of the Stock Option Plan;
(d) amendments of a "housekeeping" nature;
(e) changes to the terms and conditions on which Options may be or have been granted pursuant to the Stock Option Plan, including a change to, or acceleration of, the vesting provisions of Options;
(f) amendments to the treatment of Options on ceasing to be a participant; and
(g) a change to the termination provisions of Options or the Stock Option Plan which does not entail an extension beyond the original expiry date.

Notwithstanding the above, it is intended that under the Stock Option Plan, Shareholder and stock exchange approval will be required in order to:

(a) increase the maximum number of Common Shares reserved for issuance under the Stock Option Plan;
(b) increase any limit on grants of Options set forth in the Stock Option Plan;
(c) reduce the exercise price in respect of any Option;
(d) extend the period of time during which an Option must be exercised or surrendered;
(e) amend the class of eligible participants under the Stock Option Plan;
(f) cancel any Options and concurrently re-issue such Options on different terms;
(g)
amend the amendment provisions of the Stock Option Plan; or
(h) make any other amendment to the Stock Option Plan where Shareholder approval is required by any stock exchange on which the Common Shares of the Company are listed.

Annual Burn Rate

The Company did not issue any Options pursuant to the Stock Option Plan in its fiscal years ended 2020 and 2018. The Company issued 175,000 Options pursuant to the Stock Option Plan in its 2019 fiscal year. The annual burn rate under the Stock Option Plan for the 2019 fiscal year is 1.32%. The annual burn rate is calculated as: (x) the total number of Options granted under the Stock Option Plan during the year; divided by: (y) the weighted average number of Common Shares outstanding for the year.

CORPORATE GOVERNANCE DISCLOSURE

1. Board of Directors

(a) The following proposed members of the Board have been determined by the Board to be independent: Messrs. Cook, Pellerin and Staniloff.
(b) Mr. Armoyan, if elected, will be a non-independent member of the Board as he is currently the Chairman, President and Chief Executive Officer and the controlling shareholder of the Company. Ms. Rafuse, if elected, will be a non-independent member of the Board as she served as Chief Financial Officer of Holloway Lodging Corporation, a subsidiary of the Company, within the last three years.
(c) A majority of the proposed members of the Board (3 of 5) are independent.
(d) The following table lists the reporting issuers (or equivalent), other than the Company, for which a proposed member of the Board serves as director (or equivalent):

Director	Additional Board Memberships
George Armoyan	Calfrac Well Services Ltd.
Blair Cook	TerraVest Industries Inc.
Charles Pellerin	TerraVest Industries Inc.
Jane Rafuse	N/A
Marc Staniloff	N/A

(e) The Chairman of the Board shall normally call meetings of the Board. Any committee chairman, the corporate secretary, or any two directors may also call a meeting of the Board.
(f) Below is a table that summarizes the attendance record of each director for all Board meetings held since January 1, 2020. This list of meetings does not include ad hoc teleconferences with some business completed by consent resolution.

Meeting Date	Attendance Details
March 3, 2020	All members of the Board were in attendance.
May 15, 2020	All members of the Board were in attendance.
August 11, 2020	All members of the Board were in attendance.
November 10, 2020	All members of the Board were in attendance, with the exception of Mr.
	Pellerin.
March 2, 2021	All members of the Board were in attendance.

2. Board Mandate

The mandate adopted by the Board (the "Mandate") is appended hereto as "Exhibit A".

3. Position Descriptions

(a) The Board has developed written position descriptions for the Chairman of the Board and the Chairman of the Audit Committee.
(b) The Board has developed a written position description for the President and Chief Executive Officer.

4. Meetings of Independent Directors

The independent directors are entitled to hold meetings at which management and non-independent directors are not present, as and when deemed necessary, in order to facilitate candid discussion among the independent directors. The independent directors are encouraged to ask questions and to review all relevant matters. In addition, any item that could involve a potential conflict among one or more directors is voted on by those directors that are not related to the conflict in question. There were no meetings of independent directors held since January 1, 2020.

The Company takes steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management of the Company. Where matters arise at meetings of the Board which require decision making and evaluation that is independent of management and interested directors, the Board will hold an "in-camera" session among the independent and disinterested directors, without management present at such meeting.

The current Chairman of the Board is not independent. In order to provide leadership for independent directors, an independent director will, as required from time to time, chair meetings of independent directors and assume other responsibilities.

5. Board Orientation and Continuing Education

(a) The Company has adopted a Board Orientation and Continuing Education Policy (the "Board Orientation and Continuing Education Policy") that governs the procedures used to orient new Board members. Pursuant to the terms of the Board Orientation and Continuing Education Policy, each new Board member is provided with a copy of the Mandate, and meets telephonically or in person with each of the Chairman of the Board and the Chairman of the Audit Committee to discuss the role of the Board, the Audit Committee and directors. In addition, each new Board member is presented with a package containing all public filings made by the Company during the preceding 24 months, and meets in person to discuss the nature and operation of the Company's business with the President and Chief Executive Officer and the Chief Financial Officer. Each new Board member is also given the opportunity upon request to retain independent legal counsel, at the Company's expense, to advise him or her with respect to the issues raised by his or her Board membership.
(b) The Board maintains a continuing education program for directors, pursuant to the Board Orientation and Continuing Education Policy. The Board has tasked management to regularly provide information respecting industry trends, new regulation and other factors of which the directors should be made aware. To this end, management, with the assistance of outside counsel, as appropriate, will deliver reports of industry trends and legal and regulatory developments relevant to the Board. Such reports will be provided annually or more frequently if requested by the Board or considered advisable by management. In addition, each year management will circulate directors' questionnaires, which will be used to gather information that will assist in determining whether existing Board members demonstrate requisite levels of independence and financial literacy. To the extent that any member of the Board requires additional financial education or training to ensure compliance with applicable legal and regulatory standards or relevant best practices, such education or training will be provided by a third party provider. Members of the Board are also permitted to

independently arrange additional education or training intended to improve their performance as a member of the Board at the Company's expense, upon approval by the Chairman of the Board.

6. Ethical Business Conduct

(a) The Board has adopted a written Code of Conduct and Ethics Policy (the "Code") that applies to the directors, officers and employees of the Company. A copy of the Code can be obtained on the Company's website or by requesting a copy from the Corporate Secretary of the Company. The Code requires reporting of breaches of its terms and describes how reports can be made on a confidential basis. Each person filing a report or complaint under the Code has the option of submitting information directly to the Chairman of the Board in circumstances where he or she feels it is appropriate to do so. The Board is responsible for reviewing compliance with the Code and noting any issues that have arisen from non-compliance. The Company has never filed a material change report that pertains to a departure from the Code.
(b) The Company has implemented a whistleblower policy, where employees and representatives of Clarke (including employees and representatives of the Company's subsidiaries) may report anonymously, if desired, any actual or suspected misconduct. Such reports may be made by letter to either the Chief Financial Officer or the Chairman of the Audit Committee, as appropriate. Any material allegations received by the Chief Financial Officer are reported to the Chairman of the Audit Committee, who then determines the appropriate follow-up action. A copy of the whistleblower policy can be obtained by requesting a copy from the Corporate Secretary of the Company.
(c) The Board takes special precautions to enable directors to exercise independent judgment in considering transactions or agreements in respect of which a director or executive officer has a material interest. The special precautions include: (i) implementing procedures, enshrined in the Code, that require full, true and plain disclosure by directors, officers and employees of all facts and circumstances relating to a transaction or agreement in which any such person has or may have a material interest; (ii) the presentation to the Board of all facts and circumstances relating to each material transaction or agreement in which any director, officer or employee has or may have a material interest; and (iii) the review and approval by the Board of each material transaction or agreement in which any director, officer or employee has or may have a material interest, conducted in each case in the absence of interested persons.

7. Nomination of Directors

(a) The Board, or as necessary, a sub-committee comprised of independent directors appointed thereby, is responsible for identifying new candidates for nomination to the Board.
(b) The Board identifies new candidates by taking into account the following considerations: (a) the competencies and skills the Board, as a whole, should possess; (b) the competencies and skills that each existing director possesses and identifies any gaps in knowledge and expertise; (c) the size of the Board and its ability to effectively facilitate decision making; (d) the competencies and skills each new nominee will bring to the Board; and (e) whether or not each new nominee can devote sufficient time and resources to his or her duties as a Board member.
(c) The Board may appoint a sub-committee comprised of independent directors, as necessary, to assist the Board in developing criteria for the selection of directors and procedures to identify possible nominees; reviewing and assessing qualifications of Board nominees (including potential conflicts of interest); submitting names of the nominees to be brought forward to the next annual Shareholders' meeting or to be appointed to fill vacancies between annual meetings; and determine if any Board member's qualifications, credentials or performance since appointment have changed, or other circumstances arisen, so as to warrant a recommendation that such member resigns.

8. Compensation

(a) The compensation for the Company's directors and executive officers is reviewed by the Board, or, as necessary to ensure an objective process for determining compensation, a sub-committee comprised of independent directors appointed thereby, on an annual basis.
(b) The Board approves the annual salary, bonus and other benefits of the President and Chief Executive Officer. The Board also oversees the evaluation and performance of the executive officers other than the President and Chief Executive Officer and, after considering the recommendations of the President and Chief Executive Officer, approves the annual compensation of the other executive officers. The level of executive officer compensation is determined by considering all factors deemed appropriate, including salaries for public companies of comparable size, location and complexity. Director compensation is set, and periodically reviewed, by the Board. The level of remuneration is designed to provide a competitive level of remuneration relative to directors of comparable entities and corporations.
(c) No specific compensation consultant or advisor has been retained to assist in determining compensation for the Company's directors and officers.

Please see "Statement of Executive Compensation", above, for particulars regarding the Company's compensation policies and practices.

9. Compensation and Risk

The Company recognizes that executive compensation must incentivize an appropriate level of risk. The Company is responsible for ensuring that compensation policies and practices do not encourage undue risk-taking on the part of executives. To this end, practices are in place to mitigate the risks associated with the Company's compensation policies and programs.

The Board has considered the implications of the risks associated with the Company's compensation policies and practices and has not identified any risks arising from such policies and practices that are reasonably likely to have a material adverse effect on the Company. The Board will continue to have oversight in the performance objectivesetting process in order to reduce the possibility that performance objectives are adopted in a manner that encourages excessive risk-taking.

10. Other Board Committees

The Company currently has no standing committees other than the Audit Committee. The Audit Committee met four times during the year ended December 31, 2020. All of the members of the Audit Committee attended all four meetings, other than Charles Pellerin, who attended three out of four meetings. Additional information regarding the Audit Committee is contained in the Company’s most recent Annual Information Form under the heading "52110F1—Audit Committee" and a copy of the charter of the Audit Committee is attached as an appendix thereto. The Annual Information Form is available under the Company's issuer profile on SEDAR at and can be requested without charge from the Corporate Secretary of the Company.

11. Evaluations

Each member of the Board is provided with an annual self-evaluation form, which involves a review of attendance, preparedness and overall contribution to the direction of the Company, measured against the terms of the Mandate. The Board also evaluates its collective effectiveness on an annual basis. This evaluation includes a review of: (i) its Mandate, to make sure that it properly addresses matters that are or should be within its scope; (ii) whether the Board has complied with the terms of the Mandate, and applicable legal and regulatory requirements; (iii) the adequacy, appropriateness and quality of the direction delivered by the Board to management; (iv) the manner in which issues were discussed or debated by the Board; and (v) whether the number and length of meetings of the Board were adequate for the Board to complete its work in a thorough and thoughtful manner. The Audit Committee evaluates its

respective effectiveness on an annual basis. This evaluation involves a review of: (i) its charter, to ensure that it properly addresses matters that are or should be within its scope; (ii) whether the Audit Committee complied with the terms of its charter and applicable legal and regulatory requirements; (iii) the adequacy, appropriateness and quality of the information and recommendations that it presented to the Board; (iv) the manner in which issues were discussed or debated by the Audit Committee; and (v) whether the number and length of meetings of the Audit Committee were adequate for the Audit Committee to complete its work in a thorough and thoughtful manner.

12. Director Term Limits and Other Mechanisms of Board Renewal

Each director serves for only a one-year term, to be voted upon annually by the Shareholders. The Board has not adopted director term limits or other mechanisms of board renewal. While the Company recognizes the importance of adding new perspectives to the Board from time to time, there are benefits to having continuity and directors having in-depth knowledge of each facet of the Company's business, which necessarily takes time to develop. The Company believes that it is important to achieve an appropriate balance of both to ensure the effectiveness of the Board.

13. Women and Designated Groups on the Board and in Executive Offices

The Company has not adopted a written policy relating to the identification and nomination of women and members of one of the other "designated groups" as defined in the Employment Equity Act , being Aboriginal peoples, persons with disabilities and members of visible minorities, as directors. The members of the Board have diverse backgrounds and expertise and were selected on the belief that the Company and its stakeholders would benefit materially from such a broad range of talent and experience. As the need for new directors or executive officers arises, the Board assesses candidates on the basis of knowledge, experience, financial literacy, professional ethics and business acumen.

The Company does not consider the level of representation of women or other designated groups in executive officer positions when making executive officer appointments or when identifying and nominating candidates for election or re-election to the Board nor does the Board set targets regarding women or other designated groups on the Board or in executive positions. The Company considers the skills and experience necessary for the position, as well as each individual candidate’s competence, qualification, experience and performance regardless of gender, age, ethnic origin or other aspects of diversity when determining executive officer appointments and when identifying and nominating candidates for election or re-election to the Board. As at the date hereof, no women are members of the Board and one woman holds one-third of the Company’s executive positions. One woman is proposed to be elected as a director of the Company at the Meeting. As at the date hereof, no members of the Board and no members of senior management identify as members of any of the other designated groups.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Directors, officers and certain employees of the Company are covered under Directors' and Officers' Liability Insurance policies. The policies include coverage for wrongful acts claimed against directors, officers and such employees by reason of their serving in such capacities. The aggregate limit of liability applicable to those insured directors, officers and employees under the insurance policies is $5 million. The policies contain clauses that specify deductible amounts of $25,000 in respect of claims by the Company. The aggregate premium paid by the Company for directors' and officers' liability insurance coverage was $19,000 for the fiscal year ended December 31, 2020.

Each of the officers and certain employees of the Company have entered into indemnity agreements with the Company in connection with any prior actions as an officer and/or employee of the Company or any of its subsidiaries, consistent with the Canada Business Corporations Act .

INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES

There is no indebtedness outstanding to the Company or any of its subsidiaries from its current or former directors, officers, employees or their associates, other than routine indebtedness incurred in the normal course of business.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

During 2020, the Company entered into a number of related party transactions. The parties and value of the transactions are fully disclosed in note 15 of the Company's consolidated financial statements for the year ended December 31, 2020. The Company's consolidated financial statements for the year ended December 31, 2020 are incorporated by reference herein and available on SEDAR at www.sedar.com under Clarke's issuer profile.

SHAREHOLDER PROPOSALS

January 12, 2022 is the final date by which the Company must receive any proposals for any matter that a person entitled to vote at an annual general meeting of the Company proposes to raise at the next annual general meeting of the Company subject to the requirements of the Canadian Business Corporations Act.

AVAILABILITY OF DOCUMENTS

Additional information relating to the Company is available on SEDAR at www.sedar.com under Clarke's issuer profile. Financial information is provided in the Company's comparative Consolidated Financial Statements and Management's Discussion & Analysis for the year ended December 31, 2020. Copies of the Company's most recent Annual Information Form, comparative Consolidated Financial Statements and Management's Discussion & Analysis for the year ended December 31, 2020 filed with various Provincial securities commissions may be obtained, without charge, on request from the Corporate Secretary of the Company at the offices of Bennett Jones LLP located at 3400 One First Canadian Place, Toronto, Ontario, M5X 1A4.

CAUTIONARY STATEMENT REGARDING USE OF NON-IFRS ACCOUNTING MEASURES

This Circular makes reference to book value per share. Clarke uses book value per share as a measure of the performance of the Company as a whole. Book value per share is measured by dividing shareholders’ equity of the Company at the date of the statement of financial position by the number of Common Shares outstanding at that date. Clarke’s method of determining this amount may differ from other companies’ methods and, accordingly, this amount may not be comparable to that used by other companies. This amount is not a performance measure as defined under International Financial Reporting Standards ("IFRS") and should not be considered either in isolation of, or as a substitute for, net earnings prepared in accordance with IFRS.

OTHER MATTERS COMING BEFORE THE MEETING

It is not the intention of the management of the Company to bring any matters before the meeting other than the matters referred to herein. IT SHOULD BE NOTED, HOWEVER, THAT THE ENCLOSED FORM OF PROXY IS A DISCRETIONARY PROXY AND THE PERSONS NAMED THEREIN ARE AUTHORIZED TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.

APPROVAL OF DIRECTORS

The Board has approved the contents and the sending of this Circular.

Dated at Halifax, Nova Scotia this 12[th] day of April, 2021.

BY ORDER OF THE BOARD

(Signed): "George Armoyan" GEORGE ARMOYAN CHAIRMAN, PRESIDENT & CEO

EXHIBIT A

CLARKE INC. MANDATE OF THE BOARD OF DIRECTORS

1. Statement of Policy

The mandate of the board of directors (“Board”) of Clarke Inc. (the “Company”) is to oversee, monitor and evaluate the management of the business and affairs of the Company. The Board shall review, discuss and approve various matters related to the strategic direction, business, operations and organizational structure of the Company with a view to the best interests of the Company and shareholders generally. The Board shall approve certain transactions whose value exceeds management’s authority limits. The types of transactions requiring prior Board approval include: acquisitions or divestitures of subsidiaries, divisions or assets, assumption of significant liabilities other than in the ordinary course of business, and transactions which would materially change the Company’s consolidated revenue or net assets. The Board shall approve banking relationships and key borrowing and financing decisions, appoint the officers of the Company, determine the Directors’ compensation and declare dividends. Responsibilities of the Board are performed by the Board as a whole and the Board establishes committees of the Board to assist the Board in discharging its responsibilities.

2. Composition and Organization of the Board

Selection of Members

There is no Human Resources and Corporate Governance Committee (“HRGC”) in place for the Company. The Board assumes all responsibilities of the HRGC for reviewing and recommending candidates for nomination as Directors. The Board approves the final choice of candidates for nomination and election by the shareholders.

Number of Directors

The number of Directors shall be not less than three (3) nor greater than ten (10).

Membership Criteria

The composition of the Board, including the qualifications of its members, shall comply with the applicable requirements of the Canada Business Corporations Act , the stock exchanges on which the Company lists its securities and the rules and policies of securities regulatory authorities, as adopted, in force or amended from time to time.

Directors must have an appropriate mix of skills, knowledge and experience in business and a history of achievements. Directors selected should be able to commit the requisite time for all the Board’s business and shall demonstrate integrity, accountability and informed judgment.

Outside and Independent Directors

A majority of the Board shall be composed of outside Directors who are not part of the management of the Company and who are independent (as determined by the Board in accordance with applicable securities laws and regulations).

A majority of the nominees proposed to the shareholders of the Company by its management from time to time for election as Directors at annual general meetings of shareholders shall be outside and independent Directors; and the Board shall use its efforts to maintain such a majority of outside and independent Directors.

Chairperson

The Board shall appoint its chairperson of the Board (the “Chair”) from among the Company’s Directors.

Term of Directors

The Directors are elected by the shareholders at every annual meeting. A Director ceases to hold office upon death, resignation, removal or disqualification under the Canada Business Corporations Act .

Resignation of Directors

The resignation of a Director becomes effective at the time a written resignation is sent to the Company, or at the time specified in the resignation, whichever is later.

3. Responsibilities of the Board

In discharging their responsibilities, the Directors owe the following duties to the Company:

fiduciary duty: they must act honestly and in good faith with a view to the best interests of the Company and be loyal to the Company; and
duty of care: they must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In discharging their responsibilities, the Directors are entitled to rely on the honesty and integrity of the senior management of the Company and the auditors and other professional advisors of the Company, and should establish and follow processes that enable them to effectively fulfill their overseeing responsibilities.

The Board has the responsibilities outlined below for the stewardship of the Company. "Stewardship" means to oversee, monitor and evaluate management, who are responsible for the day to day conduct of the business. Stewardship includes:

annually adopting and updating the strategic planning process and approving a strategic plan which takes into account, among other things, the opportunities and risks of the business;
identifying the principal risks of the Company's business and ensuring the implementation of appropriate systems to manage these risks;
succession planning, including appointing, training and monitoring senior management;
approving the communications policy for the Company;
overseeing the implementation of the Company's disclosure controls and procedures and internal control over financial reporting;
overseeing the maintenance by management of practices and processes to assure compliance with applicable laws and appropriate ethical standards, including the adoption by management of corporate policies and procedures and the Company’s Code of Conduct and Ethics;
overseeing the implementation of the Company’s management information systems; and
developing the Company’s approach to corporate governance.

4. Relationship with Management

The Board expects that management will seek to maximize shareholder value in a manner that is consistent with good corporate citizenship, including the fair treatment of the Company's employees and the provision of quality service to the public. Management is responsible for the development of long-term corporate strategy, and the role of the Board is to review, question and validate, and ultimately to approve the strategies proposed by management.

To assist the Directors in discharging their responsibilities, the Board expects management of the Company to:

review and update the Board annually (or more frequently if appropriate) for its approval the strategic plan, and report regularly to the Board on the implementation of the strategic plan in light of evolving conditions;
prepare and present to the Board annually (or more frequently if appropriate) a business plan and budget and report regularly to the Board on the Company’s performance against the business plan and budget; and

report regularly to the Board on the Company’s business and affairs and on any matters of material consequence for the Company and its shareholders.

Additional expectations are developed and communicated during the annual strategic planning and budgeting process and also during regular Board and Board committee meetings.

Management shall put before the Board for its approval all material financial disclosure, business plans, major capital expenditures, capital raising and other major financial activities, executive hiring plans, compensation policies, succession planning, major issues relating to the Company's products or services (such as quality and safety), decisions to devote resources to new lines of business, organizational restructuring plans, proposed acquisitions and divestitures, and all other matters that must by law be approved by the Board.

5. Expectations and Responsibilities of Directors

As stewards, directors are expected to establish standards of conduct for the Company, and must set the general moral and ethical tone for the conduct of business, while overseeing the Company's compliance with applicable laws and policies. Without limiting the generality of the foregoing, each member of the Board is expected to:

lead by example by acting in compliance with applicable laws, applicable internal and external policies and standards set by the Board;
regularly attend board meetings and important related meetings;
make a serious commitment to participate actively in committee meetings, if applicable;
stay informed and current about committee matters and matters regarding corporate governance;
prepare for meetings, and review and comment on minutes and reports;
get to know other Board members and build collegial working relationships;
be an active participant in the Board’s annual evaluation and planning efforts;
engage in open discussion and debate on issues and work collaboratively with all members of the Board;
encourage input from all members, including those with opposing views;
disclose all potential conflicts of interest;
where necessary, seek the advice of experts;
exercise his or her authority as a Board member to the best of his or her ability, honestly, in good faith, and in the best interests of the Company.

6. Meetings and Proceedings

The Board shall meet as frequently as is determined to be necessary but not less than four times each year.
The Chair shall normally call meetings of the Board. Any Director, the corporate secretary or any two Directors may also call a meeting of the Board.
The Chair is responsible for the agenda of each meeting of the Board, including input from other Directors and management of the Company as appropriate. Meetings will include presentations by management or professional advisors and consultants when appropriate and allow sufficient time to permit a full and open discussion of agenda items. Information and materials that are important to the Board’s understanding of the agenda items and related topics should be distributed reasonably in advance.
Unless waived by all Directors, a notice of each meeting of the Board confirming the date, time, place and agenda of the meeting, together with any supporting materials, shall be forwarded to each Director at least three (3) days before the date of the meeting, provided that supporting materials that are not available at the time of mailing may be sent as soon as possible after they become available.
Meetings may be held in person or by means of telephone, electronic or other communication facilities.
▪ The quorum for each meeting of the Board is a majority of the Directors. Any matter to be voted upon shall be decided by a majority of the votes cast for a resolution. In the absence of the Chair, the other members may appoint one of their number as chair of a meeting. The Chair or the Chair in his or her absence, shall not have a second or casting vote.
Any Director who has a conflict of interest in accordance with the Company’s Code of Conduct and Ethics, which is applicable to any such Director, shall:
disclose such conflict in a timely manner to the Board,
not be counted for purposes of determining a quorum for the meeting;

leave any meeting when the subject matter of the conflict is to be considered, and
o not vote on such subject matter.
The corporate secretary shall keep minutes of all meetings of the Board, including all resolutions passed by the Board. Minutes of meetings shall be distributed to the Directors after preliminary approval thereof by the Chair.
An individual who is not a Director may be invited to attend a meeting of the Board for all or part of the meeting.
The outside and independent Directors shall regularly meet without inside and non-independent Directors and management present, as and when they wish to do so, to ensure free and open discussion and communication among the outside and independent Directors.

7. Feedback from Stakeholders

The Board shall adopt procedures that are designed to provide the Board with appropriate feedback from the Company’s stakeholders. These procedures shall include:

a formal written whistleblower policy that facilitates the submission by employees of confidential complaints relating to accounting matters and breaches of the Company’s code of conduct and ethics; and
written instructions, posted on the Company’s website, that will facilitate the receipt by the Company, and under appropriate circumstances the Board, of complaints and other correspondence from all stakeholders, whether or not employed by the Company.

EXHIBIT B

BOOK VALUE PER COMMON SHARE

The following graph represents the book value per Common Share, compared to public market price per share for the nineteen years ended December 31, 2020.

==> picture [544 x 246] intentionally omitted <==

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

$15.00
15.06
$14.00
$13.00 12.44
$12.00 12.57 12.21 12.21 12.50
$11.00 11.61
11.20
$10.00 10.71 10.45 9.70
$9.00 10.00 9.86 9.36
$8.00 7.52 8.32 6.68
6.55 7.99
$7.00
6.12 6.12 6.12
6.95
$6.00 5.00
$5.00$4.00 3.03 3.71 4.79 5.62 3.27 4.07 3.35 5.41 4.12 5.31 4.00 5.15 4.77 4.12
$3.00 2.34 3.53
1.92
$2.00 2.62 2.68 2.74 1.52
1.02
$1.00 0.08 0.16 0.24 0.32 0.40 0.48 0.56 0.56 0.56 0.56 0.68
$0.00
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Book Value Per Share Cumulative Dividend Clarke Share Price
----- End of picture text -----

* Information for the years ended 2002 and 2003 is as at March of the following year. In 2004 the Company’s year-end was changed to December. All other information is for the years ended December 31.

Book value per share is a non-IFRS accounting measure. See “Cautionary Statement Regarding Use of Non-IFRS Accounting Measures”.

APPENDIX "A"

STOCK OPTION PLAN RESOLUTION

BE IT RESOLVED as an ordinary resolution of the shareholders of Clarke Inc. (the " Company ") that:

all unallocated options under the Stock Option Plan are hereby approved and authorized and the Company shall have the ability to grant options under the Stock Option Plan until May 7, 2024 which is the date that is three years from the date of the shareholders meeting at which shareholder approval is being sought; and
any director or officer of the Company is hereby authorized for and in the name of and on behalf of the Company to execute or cause to be executed, and to deliver or cause to be delivered, all such documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary or desirable to carry out the intent of these resolutions.

AI assistant

Clarke Inc. — AGM Information 2021

44592_rns_2021-04-14_47f694d7-1222-400f-9c39-1f6b57fa5076.pdf

CLARKE INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO BE HELD ON THE 7[th] DAY OF MAY, 2021

Dated at Halifax, Nova Scotia this 12[th] day of April, 2021.

CLARKE INC.

MANAGEMENT INFORMATION CIRCULAR

MANAGEMENT SOLICITATION

APPOINTMENT AND REVOCATION OF PROXIES

VOTING OF PROXIES

Notice to Beneficial Holders of Common Shares

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Consolidated Financial Statements and Auditors' Report

2. Election of Directors

IT IS INTENDED THAT THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT'S NOMINEES, EXCEPT THOSE DIRECTED TO BE WITHHELD, WILL BE VOTED IN FAVOUR OF THE ELECTION OF SUCH PERSONS AS DIRECTORS OF THE COMPANY.

3. Appointment of Auditors

IT IS INTENDED THAT THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT'S NOMINEES, EXCEPT THOSE DIRECTED TO BE WITHHELD, WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS AUDITOR OF THE COMPANY.

4. Approval of the Stock Option Plan Resolution

STATEMENT OF EXECUTIVE COMPENSATION

1. Compensation Discussion and Analysis

Objectives of the Compensation Program

Elements of the Compensation Program

Base Salaries

Performance-Based Bonuses

Options

Defined Benefit Plan

Supplementary Retirement Plan

2. Performance Graph

3. Summary Compensation Table

4. Outstanding Options

5. Incentive Plan Awards

6. Defined Benefit Plan and Supplementary Retirement Plan

7. Termination and Change of Control Benefits

George Armoyan

8. Director Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Description of Stock Option Plan

Eligible Participants

Plan Limit

Maximum Issuable in One Year

Insider Participation Limit

Maximum Issuable to One Person

Determination of Exercise Price

Vesting and Term of Options

Cashless Exercise

Financial Assistance

Change of Control

Cessation of Entitlement

Assignability and Transferability

Amendment Provisions

Annual Burn Rate

CORPORATE GOVERNANCE DISCLOSURE

2. Board Mandate

3. Position Descriptions

4. Meetings of Independent Directors

5. Board Orientation and Continuing Education

6. Ethical Business Conduct

7. Nomination of Directors

8. Compensation

9. Compensation and Risk

10. Other Board Committees

11. Evaluations

12. Director Term Limits and Other Mechanisms of Board Renewal

13. Women and Designated Groups on the Board and in Executive Offices

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

SHAREHOLDER PROPOSALS

AVAILABILITY OF DOCUMENTS

CAUTIONARY STATEMENT REGARDING USE OF NON-IFRS ACCOUNTING MEASURES

OTHER MATTERS COMING BEFORE THE MEETING

APPROVAL OF DIRECTORS

EXHIBIT A

CLARKE INC. MANDATE OF THE BOARD OF DIRECTORS

1. Statement of Policy

2. Composition and Organization of the Board

Clarke Inc. AGM Information 2021