Clearwater Seafoods Incorporated — Proxy Solicitation & Information Statement 2020

Dec 11, 2020

CLEARWATER SEAFOODS INCORPORATED NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the " Meeting ") of the holders of common shares (the " Shareholders ") of Clearwater Seafoods Incorporated (the " Corporation ") will be held as a virtual-only meeting via live audio webcast online using the LUMI meeting platform at https://web.lumiagm.com/232522671 on Thursday, January 7, 2021 at 10:00 a.m. (Atlantic Time), subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

1. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the " Arrangement Resolution "), the full text of which is set forth in Appendix A of the accompanying management information circular (the " Circular "), to approve an arrangement (the " Arrangement ") pursuant to Section 192 of the Canada Business Corporations Act (the "CBCA" ) involving, among others, the Corporation, 12385104 Canada Inc. (the " Purchaser "), the Shareholders, the DSU Holders, the DPSU Holders, the PSU Holders and the RSU Holders, whereby, among other things, the Purchaser will acquire all of the common shares of the Corporation (" Shares ") for cash consideration of $8.25 per Share (subject to adjustments, if applicable), as further described in the Circular; and

2. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Circular.

The board of directors of the Corporation has set the close of business on December 3, 2020 as the record date for determining the Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the register of Shareholders at the close of business on that date, or their proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

Out of an abundance of caution, to proactively deal with the public health impact of the COVID19 Pandemic, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/232522671 . During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Meeting is being held. We hope that hosting a virtual meeting helps enable greater participation by our Shareholders by allowing Shareholders that might not otherwise be able to travel to a physical meeting to attend online, while minimizing the health risk that may be associated with large gatherings. The accompanying Circular provides important and detailed instructions about how to participate at the virtual Meeting.

Registered Shareholders and duly appointed and registered proxyholders will be able to attend, submit questions and vote at the Meeting virtually at https://web.lumiagm.com/232522671 , using password "clearwater2021" (case sensitive). Beneficial (non-registered) Shareholders who receive this notice of special meeting of Shareholders and related materials through their broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, should carefully follow the instructions of their intermediary to ensure that their Shares are voted at the Meeting in accordance with such Shareholders' instructions and to arrange for their intermediary to complete the necessary transmittal documents to ensure that they receive payment of the Consideration for their Shares if the Arrangement is completed.

Beneficial (non-registered) Shareholders are advised that voting through a proxyholder at the Meeting will include, as a result of the virtual nature of the Meeting, the additional step of registering proxyholders with the Transfer Agent, Computershare Investor Services Inc. (the " Transfer Agent "), after submitting their form of proxy or voting instruction form, as applicable. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a "Control Number" to participate in the Meeting and only being able to attend as a guest. Beneficial (non-registered) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to vote or submit questions at the Meeting. Please refer to the instructions provided in the Circular under the heading " General Proxy Matters – Appointment of Proxies ".

Beneficial (non-registered) Shareholders resident in the United States must obtain a valid legal proxy from their broker, bank or other agent and then register in advance to attend and vote at the Meeting. Beneficial (non-registered) Shareholders resident in the United States are advised to carefully follow the instructions from their broker or bank included with the proxy materials and that they may contact their broker or bank to request a legal proxy form. After obtaining and completing the legal proxy, Beneficial (non-registered) Shareholders resident in the United States must then register to attend the Meeting by submitting a copy of their legal proxy to the Transfer Agent no later than 10:00 a.m. (Atlantic Time) on January 5, 2021 or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened. Requests for registration should be directed to: Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1 or by email to USLegalProxy@computershare.com . Please note that the legal proxy must also be registered at www.computershare.com/Clearwater . Following the foregoing additional steps, Beneficial (non-registered) Shareholders resident in the United States will be able to attend and vote at the Meeting at https://web.lumiagm.com/232522671 .

Whether or not they are able to attend the Meeting, Shareholders are urged to vote as soon as possible electronically, by telephone, email, facsimile or in writing, by following the instructions set out on the form of proxy or voting instruction form, as applicable, which accompanies this notice of special meeting of Shareholders. Votes must be received by the Transfer Agent not later than 10:00 a.m. (Atlantic Time) on January 5, 2021, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

Pursuant to the interim order obtained from the Supreme Court of Nova Scotia in respect of the Arrangement (the " Interim Order "), registered Shareholders of the Corporation have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Shares in accordance with the provisions of section 190 of the CBCA and the plan of arrangement pertaining to the Arrangement (the " Plan of Arrangement "). A registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be received by the Corporation c/o its counsel Stewart McKelvey at 1741 Lower Water Street, Suite 600, Halifax, Nova Scotia B3J 0J2, Attention: Colleen P. Keyes by the Meeting, and must otherwise strictly comply with the dissent procedures set forth in section 190 of the CBCA and described in the Circular. The registered Shareholders' right to dissent is more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of section 190 of the CBCA are set forth in Appendix B, Appendix D and Appendix F, respectively, of the Circular. Anyone who is a beneficial owner of Shares and who wishes to exercise a right of dissent should be aware that only registered Shareholders are entitled to exercise a right of dissent. Accordingly, a beneficial (non-registered) Shareholder who desires to exercise a right of dissent must make arrangements for the Shares beneficially owned by such

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holder to be registered in the name of such holder prior to the time the notice of dissent is required to be received by the Corporation or, alternatively, make arrangements for the registered Shareholder of such Shares to exercise the right of dissent on behalf of such Shareholder. A Shareholder wishing to exercise a right of dissent may only exercise such rights with respect to all Shares registered in the name of such Shareholder. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in section 190 of the CBCA may result in the loss of any right of dissent.

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