Colabor Group - Proxy Solicitation & Information Statement 2021

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COLABOR GROUP INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

SECTION 1 - VOTE AND PROXIES ......................................................................................................................... 1	SECTION 1 - VOTE AND PROXIES ......................................................................................................................... 1
1.1	Participating at the Meeting ............................................................................................................................. 2
1.2	Voting at the Meeting ...................................................................................................................................... 3
1.3	Appointment of Proxies ................................................................................................................................... 3
1.4	Revocation of Proxies ...................................................................................................................................... 4
1.5	Voting Shares .................................................................................................................................................. 4
1.6	Outstanding Shares .......................................................................................................................................... 5
1.7	Principal Shareholders ..................................................................................................................................... 5
SECTION 2 - MATTERS TO BE ACTED UPON AT THE MEETING .................................................................... 5
2.1	Receipt of Consolidated Annual Financial Statements of the Corporation ..................................................... 5
2.2	Appointment of the Auditor of the Corporation .............................................................................................. 6
2.3	Election of Directors of the Corporation ......................................................................................................... 6
SECTION 3 - REMUNERATION OF THE DIRECTORS OF THE CORPORATION ........................................... 11
3.1	Retainer and Meeting Fees ............................................................................................................................ 11
3.2	Stock Option Plan .......................................................................................................................................... 11
3.3	Deferred Share Unit Plan ............................................................................................................................... 12
3.4	Total Compensation Earned by the Corporation’s Directors ......................................................................... 12
3.5	Outstanding Share-Based Awards and Option-Based Awards ...................................................................... 13
3.6	Awards under Incentive Plans – Value Vested or Earned during the Year ................................................... 13
SECTION 4 - EXECUTIVE COMPENSATION ...................................................................................................... 13
4.1	Named Executive Officers of the Corporation .............................................................................................. 13
4.2	Governance regarding Compensation of Executive Officers ...............................Erreur ! Signet non défini.
4.3	Report on Executive Compensation .............................................................................................................. 15
4.4	Summary Compensation Table...................................................................................................................... 28
4.5	Equity Compensation Plan Information ........................................................................................................ 29
4.6	Employment Agreements .............................................................................................................................. 29
SECTION 5 - STATEMENT OF CORPORATE GOVERNANCE PRACTICES .................................................... 31
5.1	Corporate Governance Committee ................................................................................................................ 33
5.2	Human Resources Committee ....................................................................................................................... 31
5.3	Audit Committee ........................................................................................................................................... 32
SECTION 6 - OTHER INFORMATION ................................................................................................................... 33
6.1	Performance Graph ........................................................................................................................................ 33
6.2	Indebtedness of Directors and Senior Executives .......................................................................................... 34
6.3	Liability Insurance for Officers and Directors ............................................................................................... 34
6.4	Insiders and Other Informed Persons in Material Transactions ..................................................................... 34
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COLABOR GROUP INC. | MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

6.5	Additional Information .................................................................................................................................. 34
6.6	Other Matters ................................................................................................................................................. 34
6.7	Shareholder Proposals ................................................................................................................................... 34
6.8	Approval ........................................................................................................................................................ 35

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COLABOR GROUP INC.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “ Circular ”) is provided in connection with the solicitation of proxies by or on behalf of Colabor Group Inc. (the “ Corporation ”) to be used at the annual meeting of the shareholders of the Corporation (the “ Shareholders ”) to be held at 10:30 a.m. on May 4, 2021, and at any adjournment thereof (the “ Meeting ”) for the purposes set forth in the accompanying notice of Meeting (the “ Notice of Meeting ”). The Meeting will be an online-only meeting, at https://web.lumiagm.com/466770418. Shareholders will not be allowed to attend the Meeting in person, in order to limit the risks to the health and safety of Shareholders, employees and other stakeholders of the Corporation caused by the spread of the COVID-19 pandemic. All Shareholders will have an equal opportunity to participate to the online Meeting, regardless of their physical location.

While management intends to solicit most proxies by mail, some proxies may be solicited by telephone or in writing by employees or members of the Corporation. The cost of such solicitation will be borne by the Corporation.

The Corporation has elected to use the notice and access to deliver the Notice of Meeting, this Circular, the form of proxy, the management’s discussion and analysis and the audited consolidated financial statements of the Corporation for its financial year ended December 26, 2020 (collectively, the “ Meeting Materials ”) to Shareholders, as permitted by the Canadian securities regulatory authorities. Instead of receiving the Meeting Materials by mail, Shareholders will be able to access them online. Notice and access reduces paper and energy consumption. Shareholders will receive the Notice of Meeting in the mail detailing matters to be acted upon at the Meeting and explaining how to access and review the Meeting Materials online and how to request a free printed copy of the Meeting Materials. The Notice of Meeting will be sent to Shareholders at the expense of the Corporation. The Corporation will provide a paper copy of the Meeting Materials to Shareholders who will have given standing instructions to that effect or who will have requested them.

Unless expressly stated otherwise, the information contained in this Circular is given as at March 23, 2021, being the record date established for the Notice of Meeting.

All the amounts contained in this Circular are in Canadian dollars.

SECTION 1 - VOTE AND PROXIES

Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://web.lumiagm.com/466770418.

Shareholders whose name appears on the registry of shareholders maintained by Computershare Investor Services Inc. (“ Computershare ”), the Corporation’s transfer agent (the “ Registered Shareholders ”) and duly appointed proxyholders can participate in the meeting by clicking “ I have a login ” and entering a Username and Password before the start of the Meeting.
Registered Shareholders - The 15-digit control number located on the form of proxy or in the email notification you received is the Username and the Password is “colabor2021”.
Duly appointed proxyholders – Computershare will provide the proxyholder with a Username after the voting deadline has passed. The Password to the meeting is “colabor2021”.
Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. NonRegistered Shareholders who have not appointed themselves may attend the Meeting by clicking “ I am a guest ” and completing the online form.

COLABOR GROUP INC. | MANAGEMENT INFORMATION CIRCULAR

Shareholders who wish to appoint a third party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted its proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, Shareholders MUST visit http://www.computershare.com/Colabor by April 30, 2021, at 5:00 p.m. and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

It is important that you remain connected to the internet at all times during the meeting in order to vote when balloting commences.

In order to participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username.

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Participating at the Meeting

The Meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the online Meeting is provided below. The Meeting will begin at 10:30 a.m. on May 4, 2021.

Registered Shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned a Username by Computershare (see details under the heading “ Appointment of Proxies ”), will be able to vote and submit questions during the Meeting. To do so, please go to https://web.lumiagm.com/466770418 prior to the start of the Meeting to login, click on “ I have a login ” and enter your 15-digit control number or Username, along with the password “colabor2021”. Non-Registered Shareholders (as defined in this Circular under the heading “ Voting by Non-Registered Shareholders ”) who have not appointed themselves to vote at the Meeting, may login as a guest, by clicking on “ I am a Guest ” and complete the online form.
United States Beneficial holders: To attend and vote at the online Meeting, United States Beneficial holders must first obtain a valid legal proxy from their broker, bank or other agent and then register in advance to attend the Meeting. They must follow the instructions from their broker or bank included with the Meeting Materials, or contact their broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, United States Beneficial holders must submit a copy of their legal proxy to Computershare. Requests for registration should be directed to:

Computershare 100 University Avenue 8[th] Floor Toronto, Ontario M5J 2Y1

Email at [email protected]

Requests for registration must be labeled as “Legal Proxy” and be received no later than April 30, 2021 by 5:00 p.m. United States Beneficial holders will receive a confirmation of their registration by email after the Corporation receives their registration materials. United States Beneficial holders may attend the Meeting and vote their shares at https://web.lumiagm.com/466770418 during the Meeting. Please note that United States Beneficial holders are required to register their appointment at www.computershare.com/appointee.

COLABOR GROUP INC. | MANAGEMENT INFORMATION CIRCULAR

Non-Registered Shareholders who wish to attend the Meeting and who do not have a 15-digit control number or Username will only be able to attend as a guest which allows them to listen to the Meeting however they will not be able to vote or submit questions. Please see the information under the heading “ Voting by Non-Registered Shareholders ” for an explanation of why certain Shareholders may not receive a form of proxy.
If Shareholders are using a 15-digit control number to login to the online Meeting and accept the terms and conditions, they will be revoking any and all previously submitted proxies. However, in such a case, Shareholders will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If Shareholders DO NOT wish to revoke all previously submitted proxies, they must not accept the terms and conditions, in which case they can only enter the Meeting as a guest.
If you are eligible to vote at the Meeting, it is important that you be connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

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Voting at the Meeting

Registered Shareholders, or Non-Registered Shareholders who have appointed themselves or a third party proxyholder to represent them at the Meeting will appear on a list of Shareholders prepared by Computershare, the transfer agent and registrar for the Meeting. To have their shares voted at the Meeting, each Registered Shareholder or proxyholder will be required to enter its control number or Username provided by Computershare at https://web.lumiagm.com/466770418 prior to the start of the Meeting. In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/Colabor after submitting their voting instruction form in order to receive a Username (please see the information under the headings “ Appointment of Proxies ” below for details) by April 30, 2021 at 5:00 p.m.

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Appointment of Proxies

Shareholders who wish to appoint a third party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (if applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted its proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, Shareholders MUST visit http://www.computershare.com/Colabor by April 30, 2021 at 5:00 p.m. and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

The person named in the form of proxy included in the Meeting Materials is an officer of the Corporation. Each Shareholder has the right to appoint a person, other than the person designated in the form of proxy, who need not be a Shareholder, to attend and act on behalf of the Shareholder at the Meeting. To exercise this right, a Shareholder may either insert such other person’s name in the blank space provided in the form of proxy and strike out the name of the nominee indicated therein or complete another proper form of proxy.

A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 5:00 p.m. on April 30, 2021, or if the meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. If a Shareholder who has submitted a proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Shareholder on a ballot will be counted and the submitted proxy will be disregarded.

Without a Username, proxyholders will not be able to vote at the online Meeting.

COLABOR GROUP INC. | MANAGEMENT INFORMATION CIRCULAR

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Revocation of Proxies

A Shareholder who has given a proxy may revoke it as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy and may do so by depositing an instrument in writing (including another proxy) executed by the Shareholder or by the Shareholder’s legal representative duly authorized in writing deposited with the Corporation as provided above. A Shareholder may also revoke a proxy in any manner permitted by law, but prior to the exercise of such proxy in respect of any particular matter.

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Voting Shares

1.5.1 Voting Shares - General Information

On any ballot that may be called for, the persons designated in the accompanying form of proxy will vote for or withhold from voting the shares of the Corporation in respect of which they are appointed by proxy in accordance with the instructions of the Shareholder indicated thereon. In the absence of such instructions with respect to a particular resolution, the Common Shares will be voted IN FAVOUR of the resolution as indicated under the appropriate heading in this Circular .

The form of proxy included in the Meeting Materials confers discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting, and with respect to any other matter, which may properly come before the Meeting (or any adjournment thereof). As at the date of this Circular, the management of the Corporation is not aware of any amendments, variations or other matters proposed or likely to come before the Meeting except those that are indicated in the Notice of Meeting. If any matters which are not known as at the date of this Circular should properly come at the Meeting (or any adjournment thereof), the persons named in the form of proxy will vote on such matters in accordance with their best judgment.

1.5.2 Voting by Non-Registered Shareholders

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. CDS & Co. is a registered Shareholder of the Corporation, which acts as a clearing agent for intermediaries (each, an “ Intermediary ”) such as, among others, banks, trust companies, securities dealers or brokers and directors, administrators or managers of self-administered registered retirement savings plans, registered retirement income corporations, registered education savings plans and similar plans. In accordance with the requirements of National Instrument 54-101 – Communications with Beneficial owners of Securities or a Reporting Issuer , the Corporation has caused the Notice of Meeting to be distributed to CDS & Co. and the Intermediaries for onward distribution to nonregistered Shareholders (the “ Non-Registered Shareholders ”).

Intermediaries are required to forward the Notice of Meeting to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive this type of document. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Shareholders.

Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will be given either:

i) a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed; this form of proxy need not be signed by the NonRegistered Shareholder; in this case, the Non-Registered Shareholder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to the Corporation or its transfer agent as set out in the Notice of Meeting; or
ii) a voting instruction form, which must be completed and signed by the Non-Registered Shareholder in accordance with the directions on the voting instruction form and returned to the Intermediary or its service

COLABOR GROUP INC. | MANAGEMENT INFORMATION CIRCULAR

company. In some cases, the completion of the voting instruction form by telephone, the Internet, or facsimile is permitted.

The purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the shares that they beneficially own.

Shares held by Intermediaries can only be voted at the Meeting upon the instructions of the Non-Registered Shareholder. Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instructions form is to be delivered, as applicable.

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Outstanding Shares

The Corporation is authorized to issue an unlimited number of common shares (the “ Common Shares ”) and preferred shares (the “ Preferred Shares ”). All Common Shares confer the right to one vote per Common Share. Subject to applicable law, the holders of Series “A” Preferred Shares are not entitled to vote at any meeting of the Shareholders.

As at March 23, 2021, 101,954,885 Common Shares were outstanding. The Corporation has issued one (1) Series “A” Preferred Share, which Preferred Share is held by Colabor LP. The Corporation has fixed March 23, 2021, as the record date for the purpose of determining Shareholders who are entitled to receive the Notice of Meeting. All Shareholders of record at the close of business on March 23, 2021, the record date established for the Notice, will be entitled to vote at the Meeting, or any adjournment thereof, either during the Meeting or by proxy.

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Principal Shareholders

As at March 23, 2021, to the best of the knowledge of the Corporation’s management, the only persons who beneficially own or exercise control or direction over Common Shares carrying more than 10% of the voting rights attached to all Common Shares are the following:

Shareholder	Approximate number of Common Shares beneficially owned or over which control of direction is exercised	Approximate % of outstanding Common Shares
The Article 6 Marital Trust created under the First Amended and Restated Jerry Zucker Revocable Trust dated 4-2-07 (“Zucker”)	12,595,612 Common Shares(1)	12.35%
Robert J. Briscoe	12,431,527 Common Shares(2)	12.19%

(1) Includes 11,674,152 Common Shares owned by Zucker, 921,460 Common Shares owned by Z-Holdings North ULC (“ Z-Holdings ”), an affiliate of Zucker.

(2) Includes 8,120,813 Common Shares owned by Robraye Management Ltd (“ Robraye ”), a wholly owned corporation by Robert J. Briscoe. Mr. Briscoe also holds 500,000 stock options.

SECTION 2 - MATTERS TO BE ACTED UPON AT THE MEETING

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Receipt of Consolidated Annual Financial Statements of the Corporation

The audited consolidated financial statements of the Corporation for its financial year ended December 26, 2020 and the independent auditor’s report will be presented at the Meeting. The said audited consolidated financial statements and the management’s discussion and analysis of the 2020 fiscal year are available on the Corporation website at www.colabor.com and on SEDAR at www.sedar.com.

COLABOR GROUP INC. | MANAGEMENT INFORMATION CIRCULAR

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Appointment of the Auditor of the Corporation

The board of directors of the Corporation (the “ Board of Directors ”) recommends the reappointment of PricewaterhouseCoopers LLP (“ PwC ”) as auditor of the Corporation for the financial year ending December 25, 2021 and to authorize the Board of Directors to determine its remuneration.

The Board of Directors recommends to the shareholders to vote IN FAVOUR of the appointment of PwC as auditor of the Corporation, to serve until the next annual meeting of Shareholders or until its successor has been appointed.

The person named in the form of proxy intends to vote IN FAVOUR of the resolution appointing PricewaterhouseCoopers LLP as auditor of the Corporation to hold office until the next annual meeting of Shareholders or until its successor is appointed, and authorizing the Board of Directors to fix the remuneration of the auditor, unless the Shareholder who has given the proxy has directed that the Common Shares represented thereby will be withheld from voting in respect of the appointment of auditor.

The resolution regarding the appointment of the Corporation’s auditor must be adopted by a majority of votes cast by the Shareholders present or represented by proxy and entitled to vote at the meeting.

The aggregate fees billed by PwC to provide services to the Corporation were as follow:

	2020 ($)	2019 ($)
Audit fees	225,000	225,000
Audit-related fees	44,170	25,000
Tax fees	-	-
All other fees	12,070	11,700
Total	281,240	261,700

The Audit Committee has determined that PwC’s provision of non-audit services was compatible with maintaining PwC’s independence.

The nature of each category of fees is described below.

Audit Fees: Audit fees were paid for audit services.

Audit-related Fees: Audit-related fees were paid for assurance and related services that are reasonably related to the performance of the audit or review of the annual financial statements and are not reported under the audit fees item above. These services consisted primarily of accounting consultations and special audits in connection with strategic transactions.

All other Fees: Fees disclosed in the table above under the item “ All other fees ” were paid for products and services other than the audit fees and audit-related fees. These services consisted primarily of operational consulting support services.

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Election of Directors of the Corporation

The Corporation currently has seven Directors. Each of the Directors of the Corporation will hold office until the next annual meeting or until his or her successor is duly elected or appointed.

Under the terms of a standby purchase and voting support agreement (the “ Standby Purchase and Voting Support Agreement ”) dated as at July 14, 2016 between the Corporation, Z-Holdings, Zucker, Robraye, Fonds de solidarité

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des travailleurs du Québec (F.T.Q.) (“ FSTQ ”), Investissement Québec (“ IQ ”), CDP Investissements Inc. and Caisse de dépôt et placement du Québec (“ CDPQ ”) in the context of the recapitalization transactions completed on October 13, 2016 (the “ Recapitalization Transactions ”) :

Robraye, an affiliate of Mr. Robert J. Briscoe has the right to propose for election as director one candidate while it holds, directly or indirectly, at least 5% of the issued and outstanding Common Shares. Mr. Briscoe is Robraye’s current and proposed representative on the Board;
FSTQ has the right to propose for election as director one candidate while it holds, directly or indirectly, at least 7.5% of the issued and outstanding Common Shares. FSTQ has confirmed to the Corporation that it will not nominate a candidate for election at the Meeting;
IQ has the right to propose for election as director one candidate while it holds, directly or indirectly, at least 7.5% of the issued and outstanding Common Shares. Not holding the minimum number of Common Shares required in order to propose a candidate, IQ no longer has a representative on the Board;
Zucker has the right to propose for election as director one candidate while it holds, directly or indirectly, at least 7.5% of the issued and outstanding Common Shares. Robert B. Johnston is Zucker’s current and proposed representative on the Board;
The parties have agreed that (i) a majority of the Directors (including the above-mentioned nominees, except the nominee of Robraye if its nominee is Mr. Robert J. Briscoe who served as Executive Vice-Chairman of the Board until February 21, 2019 and as Interim President and Chief Executive Officer between August 19, 2019 and September 19, 2019) shall at all times be “independent” within the meaning of Regulation 52-110 respecting Audit Committees (“ Regulation 52-110 ”); and (ii) all nominees shall meet the applicable qualification requirements as set out under applicable laws and rules and policies of the Toronto Stock Exchange (“ TSX ”).

Under the terms of a subscription agreement entered into by the Corporation and CDPQ in the context of a private placement completed as at March 4, 2013, CDPQ has the right to propose for election as director one candidate as long as it holds at least 5% of the issued and outstanding Common Shares whose appointee must be an eligible director pursuant to the Canada Business Corporations Act , the rules and policies of the TSX and deemed “independent” within the meaning of Regulation 52-110. Ms. Danièle Bergeron is CDPQ’s current and proposed representative on the Board.

Each of Robraye, FSTQ, Zucker and CDPQ has confirmed to the Corporation that it holds the required minimum number of Common Shares to maintain the right to propose for election one director to the Board at the Meeting. As at the date hereof, IQ confirmed that it does not hold the minimum number of Common Shares mentioned above. FSTQ has confirmed that it will not nominate a candidate for election at the Meeting.

The nominees proposed for election by each of Robraye, Zucker and CDPQ, together with the four other Directors of the Corporation elected at the Meeting, will, after their election, compose the Board of Directors of the Corporation.

Therefore, on the advice of the Corporation’s Corporate Governance Committee, it is recommended to vote IN FAVOUR of the election of each of the seven proposed nominees whose names are set forth below as Directors of the Corporation.

The person named in the form of proxy intends to vote IN FAVOUR of the election of the seven proposed nominees whose names are set forth below as Directors of the Corporation, unless the Shareholder who has given such proxy has directed that the Common Shares represented thereby be withheld from voting with regards to either one of the Directors.

The resolution regarding the election of each of the Directors of the Corporation must be adopted by a majority of votes cast by the Shareholders present or represented by proxy and entitled to vote at the meeting.

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All Directors elected at the Meeting shall hold office until their resignation or the election or appointment of their replacement or until the close of the subsequent annual meeting of Shareholders.

The Directors of the Corporation consider that the proposed nominees will be able to serve as Directors of the Corporation but, if that would not be the case for any reason prior to the Meeting, the person named in the form of proxy reserve the right to vote IN FAVOUR of any other nominee so designated as a replacement, in his discretion.

The following table sets forth certain information with respect to the seven persons proposed to be nominated for election as Directors of the Corporation, including the number of securities beneficially owned or over which control or direction is exercised.

Name and municipality of residence	Biography	Biography	Biography
Danièle Bergeron(2) (3) (4) Montréal, Québec, Canada Proposed nominee of CDPQ	Ms. Bergeron is President and Partner of_Société des Leaders de Marques_, an organization whose mission is to propose a program of economic actions for the future of brands and society, since December 2019. She was also President and Chief Executive Officer of Mayrand Ltd., a food retailer operating in Montreal and part of the AOF- Alimplus-Mayrand group, from June 2017 to February 2019. Prior to that, she held various management positions in leading Quebec retailers, including Vice-President and Chief Operating Officer of Sail Plein Air Inc. from November 2015 to April 2017 and President of Mobilia, a Canadian furniture retailer, from October 2011 to September 2014. Over the course of her career, Ms. Bergeron has successfully executed the repositioning of several brands as well as digital transformations in highly competitive environments. Ms. Bergeron has been a member of the Board of Directors of the SAQ, CAA Québec and the IRCM Foundation. Ms. Bergeron holds a MBA from McGill - HEC and a ASC certification from the_College des administrateurs de sociétés_.
	Principal occupation or business	Director since	Common Shares beneficially owned or controlled
	President and Partner of Société des Leaders de Marques	November 2019	-
Name and municipality of residence	Biography
Robert J. Briscoe(4) Westmount, Québec, Canada Proposed nominee of Robraye	Mr. Briscoe was as Executive Vice-Chairman of the Board of Directors until February 21, 2019 and acted as Interim President and Chief Executive Officer between August 19, 2019 and September 19, 2019. He is President of Robraye and owns Dubé & Loiselle Inc. (“Dubé Loiselle”), a foodservice distribution company. President of Macco Organiques Inc., he is also Chairman of the Board of IEC Holden Inc. Mr. Briscoe has many years of experience as an investor in business opportunities and as an operator in several businesses. Mr. Briscoe holds an MBA degree as well as a Bachelor’s Degree in Science (Chemistry) from Concordia University (previously Sir George William University).
	Principal occupation or business	Director since	Common Shares beneficially owned or controlled
	President, Robraye Owner, Dubé Loiselle	July 2016	12,431,527(7)
Name and municipality of residence	Biography
J. Michael Horgan(2) Toronto, Ontario, Canada	Mr. Horgan is a corporate director. From 2010 until 2013, Mr. Horgan was Chairman of Eurest Services Division for Compass Group Canada. Mr. Horgan also served as co-chief executive officer and president of the Hurley Group of Companies until 2010 and was responsible for corporate strategic planning, major accounts and acquisitions. Until 2016, Mr. Horgan was a managing partner for the National Service Alliance (NSA). Mr. Horgan served as director of the Building Service Contractors Association International (“BSCAI”) from 1997 to 2000 and was a member of the executive committee of BSCAI between 2007 and 2011. Mr. Horgan serves as a director of Varsity Facility Services and on the board of advisors for 4 M Facility Solutions. He is a recipient of the Sunnybrook Foundation’s Rose Award for Outstanding Volunteer for 2014. Mr. Horgan graduated from University of Montreal, Loyola College, with an Honours Degree in History.
	Principal occupation or business	Director since	Common Shares beneficially owned or controlled

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	Corporate director	February 2017	February 2017	20,000	20,000
Name and municipality of residence	Biography
Robert B. Johnston(3) (4) Isle of Palms, South Carolina, United States Proposed nominee of Zucker	Mr. Johnston is Executive Vice President & Chief Strategy Officer of The InterTech Group, Inc. He previously served as Chief Executive Officer and Vice Chairman of The Hudson’s Bay Company. Mr. Johnston is the Chairman of the Board of Directors of Supremex, Inc., and is a Director of Corning Natural Gas Holding Corporation, Circa Enterprises Inc., FIH Group PLC andSwiss Water Decaffeinated Coffee Inc. In addition, Mr. Johnston serves on the Board of Directors of the South Carolina Community Loan Fund. Mr. Johnston holds an MBA Degree from the John Molson School of Business, a Master’s Degree in Public Policy & Public Administration, as well as a Bachelor’s Degree in Political Science from Concordia University and holds the ICD.D Designation from the Institute of Corporate Directors.
	Principal occupation or business	Director since		Common Shares beneficially owned or controlled
	Executive Vice President and Chief Strategy Officer, The InterTech Group, Inc.	October 2016		135,000
Name and municipality of residence	Biography
Denis Mathieu(3) (4) (6) Longueuil, Québec, Canada	Mr. Mathieu has a vast experience in the distribution sector. He is currently President and Chief Executive Officer of Novexco Inc., a Canadian leader in the distribution of office supplies and products. From 2007 to 2015, Mr. Mathieu worked for Uni-Select Inc. the largest distributor of auto parts in Canada, notably as Executive Vice President Corporate Services and Chief Financial Officer. He had previously held various management and executive positions with Transcontinental Inc. and the Laurentian Group Corporation. Denis Mathieu is a member of the_Ordre des comptables professionnels agrées du Québec_and holds a bachelor’s degree in Business Administration from Université Laval and a MBA from Université de Sherbrooke.
	Principal occupation or business	Director since		Common Shares beneficially owned or controlled
	President, Novexco Inc.	January 2018		48,000
Name and municipality of residence	Biography
François R. Roy(2) (5) Montréal, Québec, Canada	Mr. Roy has been a corporate director since 2010. He was Vice Principal (Administration and Finance) of McGill University from 2007 until 2010. From 2000 until 2003, he was Chief Financial Officer of Telemedia Corporation, a private portfolio company. Prior thereto, he was Executive Vice President and Chief Financial Officer of Québecor Inc., an organization in telecommunications, entertainment, news media and culture, from 1998 until 2000, and Executive Vice President and Chief Financial Officer of Avenor Inc., a producer of newsprint and wood products, from 1997 until 1998.

	Principal occupation or business		Director since		Common Shares beneficially owned or controlled
	Corporate Director		May 2020		-

COLABOR GROUP INC. | MANAGEMENT INFORMATION CIRCULAR

Name and municipality of residence	Biography	Biography	Biography
Warren White(1) Dollard-des-Ormeaux, Québec, Canada	Mr. White served as Senior Vice President, Global Business Engineering at CGI from 2003 to 2012. He previously served as Vice President, Information Technology and Procurement for Alcan Aluminum, as well as Vice President, Strategic Planning and CIO for Dominion Textile. Now retired, Mr. White is a member of the Board of Directors of several publicly traded companies and teaches Information Technology and Digital Strategy in the EMBA program of Concordia University. Mr. White is a member of the_Ordre des comptables professionnels_ _agréés du Québec_and holds a bachelor’s degree in Accountancy and a MBA from Concordia University.
	Principal occupation or business	Director since	Common Shares beneficially owned or controlled
	Corporate director	January 2018	20,000

(1) Chairman of the Board of Directors.
(2) Member of the Audit Committee.
(3) Member of the Corporate Governance Committee.
(4) Member of Human Resources Committee.
(5) Chairman of the Audit Committee.

(6) Chairman of the Corporate Governance Committee and chairman of the Human Resources Committee.

(7) Includes beneficial ownership of 8,120,813 Common Shares owned by Robraye.

The information as to Common Shares over which the above-named individuals are beneficial owners or over which they exercise control or direction is not within the knowledge of the Corporation and has been furnished by the respective nominees individually.

To the knowledge of the Corporation, none of the foregoing nominees for election as a Director:

a) is, on the date hereof, or has been, within the last ten (10) years preceding the date hereof, a director, a chief executive officer, a chief executive financial officer or an executive officer of any company that was the subject of one of the following orders:
i) a cease trade or similar order, or an order that denied such company access to any exemption under applicable securities legislation for a period of more than thirty (30) consecutive days;
ii) after the termination of his functions in such company, a cease trade order, similar order, or an order that denied such company access to any exemption under applicable securities legislation, for a period of more than thirty (30) consecutive days due to an event that occurred while that nominee was acting in that capacity;
b) is, on the date hereof, or has been, within the ten (10) years preceding the date hereof, a director or executive officer of any company that, while that nominee 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 ten (10) years preceding the date hereof, 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 his or her assets.

To the knowledge of the Corporation, none of the foregoing nominees for election as a Director was imposed: a) any penalties or sanctions 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 b) any other penalties or sanctions by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed Director.

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Corporation’s Majority Voting Policy

The Corporation has adopted a Majority Voting Policy which provides that, in an uncontested election, if a director nominee has more votes “withheld” than are voted “for”, the director nominee will be considered by the Board of Directors not to have received the support of the Shareholders and such nominee will be expected to forthwith submit his or her resignation to the Board of Directors. The Board of Directors will refer the resignation to the Corporate Governance Committee for consideration.

Within 90 days following the applicable meeting of the Shareholders, the Board of Directors will determine whether to accept or reject the director resignation offer that has been submitted, on the recommendation of the Corporate Governance Committee, and will promptly publicly disclose its decision via a press release. A director who so tenders his or her resignation will not participate in any discussion or action of the Corporate Governance Committee or of the Board of Directors with respect to the decision to accept his or her resignation. In cases where the Board of Directors determines to reject the resignation, the reasons for its decision will also be disclosed. Absent exceptional circumstances that would warrant the continued service of the applicable director on the Board of Directors, the Board of Directors is expected to accept the resignation of said applicable director. If a resignation is accepted, the Board of Directors may leave the vacancy on the Board of Directors unfilled until the next annual general meeting of Shareholders, may appoint a new director whom the Board of Directors considers to merit the confidence of the shareholders to fill any vacancy, or may call a special meeting of Shareholders to consider a nominee to fill the vacant position.

SECTION 3 - REMUNERATION OF THE DIRECTORS OF THE CORPORATION

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Retainer and Meeting Fees

The Corporation’s Director compensation program is designed to (i) recruit and retain the most qualified people to serve on the Corporation’s Board of Directors and its committees and (ii) provide appropriate compensation for the risks and responsibilities related to being an effective Director.

For the period ended December 26, 2020, each Director of the Corporation who does not receive a salary from the Corporation or of any member of its group was entitled to receive remuneration in the amount of $30,000, calculated on an annual basis. The Directors of the Corporation were also entitled to receive an additional remuneration for attending meetings of Directors or of a committee of the Directors in the amount of $1,500 per meeting or $750 if it is a meeting held by phone. The Chairman of the Board of Directors was entitled to receive an additional remuneration of $30,000, calculated on an annual basis. Furthermore, the Chairman of the Audit Committee was entitled to an additional remuneration of $12,000 and the Chairman of the Corporate Governance Committee and the Chairman of the Human Resources Committee were entitled to an additional remuneration of $6,000 each. The Directors are also reimbursed for out-of-pocket expenses for attending meetings. The Directors of the Corporation have received a total amount of $344,636 during the fiscal year ended December 26, 2020. In response to the COVID-19 crisis, the Board of Directors has approved a reduction of all board fees by 25% from April 1, 2020 to June 30, 2020.

On February 26, 2021, the Board of Directors approved a new few structure for the Directors by removing the additional remuneration of $1,500 or $750 for attending meetings of Directors or of a committee of the Directors and by increasing the remuneration calculated on an annual basis from $30,000 to $48,000. The additional remuneration for the Chairman of the Board of Directors is increased to $35,000, the additional remuneration for the Chairman of the Audit Committee remains at $12,000, the one for the Chairman of the Human Resources Committee is increased at $7,000 and the one for the Chairman of the Corporate Governance Committee is set at $5,000.

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Stock Option Plan

In 2009, the Corporation adopted a stock option plan (as may be amended from time to time, the “ Stock Option Plan ”). A description of the main terms and conditions relating to the Stock Option Plan is found under section 4.3.3 of this Circular.

No options were granted to the Directors during the fiscal year ended December 26, 2020.

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Deferred Share Unit Plan

In 2010, the Corporation adopted a deferred share unit plan for its Directors.

The purpose of the deferred share unit plan is to grant the Directors of the Corporation deferred share units in order to attract and retain experienced and qualified directors and link their remuneration to the Corporation’s performance. A Director who participates in the plan may choose to receive all or part of the remuneration payable to him for his services as a Director in the form of deferred share units.

A Director who chooses to participate in the plan (the “ Participant ”) must submit a notice to the secretary of the Corporation at least thirty (30) days before the beginning of a financial quarter of the Corporation. This choice is deemed to apply to all the financial quarters of the Corporation subsequent to submission of the notice. The choice covers the deferred remuneration of the Participant paid during the financial quarters of the Corporation following submission of the notice. The Participant may choose to receive, in the form of units, 50%, 75% or 100% of the annual remuneration payable to him as a Director, including meeting fees and any compensation which is payable to him as chair or member of a committee.

A Participant’s account is credited on the last day of each financial quarter of the Corporation with a number of units determined based on the amount of the deferred remuneration payable to the Participant with respect to the financial quarter in question divided by the unit value. The unit value is the weighted average price of the Common Shares of the Corporation on the Toronto Stock Exchange during the five (5) trading days preceding the last day of each financial quarter of the Corporation.

A Participant who has units credited to his account has additional units credited every time cash dividends are paid by the Corporation on the Common Shares. The units granted under the plan are redeemable and their value is only payable when the Participant leaves office as a Director of the Corporation. A Participant who ceases to be a Director may ask the Corporation to redeem his units, at a price corresponding to the closing price of the Common Shares of the Corporation on the Toronto Stock Exchange on the last trading day preceding the redemption date, by sending a redemption notice to the secretary of the Corporation. The redemption notice must cover all the units held by the Participant when it is sent. A Participant may not sell, assign or otherwise alienate his units other than by will or in accordance with the law governing successions.

No deferred share units were granted to the Directors during the fiscal year ended December 26, 2020.

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Total Compensation Earned by the Corporation’s Directors

The table below reflects in detail the total compensation earned by the Corporation’s Directors during the fiscal year ended December 26, 2020:

Name	Fees ($)	Fees ($)		Total Compensation	Total Compensation	Total Compensation	Total Compensation
	Compensation		Meeting fees	Compensation paid with Deferred Share Units			Compensation paid in cash
	Directors	Chairmen of the Board and Committees

	($)	($)	($)	(number)	($)	(%)	($)
Robert J. Briscoe(5)	28,125	----	12,939	----	----	----	41,064
Warren White(1)	28,125	28,125	16,502	----	----	----	72,752
Robert B. Johnston(4)(5)	28,125	----	10,689	----	----	----	38,814

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Name	Fees ($)	Fees ($)		Total Compensation	Total Compensation	Total Compensation	Total Compensation
	Compensation		Meeting fees	Compensation paid with Deferred Share Units			Compensation paid in cash
	Directors	Chairmen of the Board and Committees

	($)	($)	($)	(number)	($)	(%)	($)
Denis Mathieu(4)(5)(6)(7)	28,125	11,250	13,689	----	----	----	53,064
J. Michael Horgan(2)	28,125	----	12,939	----	----	----	41,064
Raymond Paré(9)	18,750	7,400	6,376	----	----	----	32,626
Danièle Bergeron(2)(4)(5)	28,125	----	17,439	----	----	----	45,564
François R. Roy(2)(3)(8)	7,500	5,625	6,563	----	----	----	19,688

(1) Chairman of the Board of Directors.

(2) Member of the Audit Committee.
(3) Chairman of the Audit Committee.
(4) Member of the Corporate Governance Committee.
(5) Member of the Human Resources Committee.

(6) Chairman of the Corporate Governance Committee.

(7) Chairman of the Human Resources Committee.

(8) Mr. François R. Roy was appointed chairman of the audit committee on May 26, 2020.

(9) Mr. Raymond Paré was chairman of the audit committee until May 26, 2020. Mr. Paré did not seek re-election at the shareholders meeting held on May 26, 2020.

No Director did or will receive compensation for acting as Director of Colabor Management Inc. (the general partner of Colabor Limited Partnership) or other affiliated entities.

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Outstanding Share-Based Awards and Option-Based Awards

No share-based awards and option-based awards were granted to the Directors during the fiscal year ended December 26, 2020.

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Awards under Incentive Plans – Value Vested or Earned during the Year

The Corporation has not granted any awards under incentive plans to its Directors during the fiscal year ended December 26, 2020.

SECTION 4 - EXECUTIVE COMPENSATION

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Named Executive Officers of the Corporation

Applicable securities regulations require that the Corporation give details of the compensation paid to the Corporation’s “ Named Executive Officers ” who are defined as follows:

a) the Chief Executive Officer of the Corporation;
b) any person that acted as the Chief Financial Officer of the Corporation during the period;
c) each of the three most highly compensated executive officers of the Corporation, or the three mostly highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief

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Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

For the fiscal year ended December 26, 2020, the following persons are the Named Executive Officers of the Corporation:

Name and municipality of residence	Function in the Corporation
Louis Frenette Montréal (Québec), Canada	President and Chief Executive Officer
Marie-France Laberge(1) Longueuil (Québec), Canada	Corporate Controller and Interim Chief Financial Officer
Pierre Gagné(2) Montréal (Québec), Canada	Former Senior Vice President and Chief Financial Officer
Mathieu Dumulong Ste-Julie (Québec), Canada	Vice President - Sales
Daniel Valiquette Boucherville (Québec), Canada	Vice President – Centralized negotiations and Private Label
Elizabeth Tremblay Montréal (Québec), Canada	Vice President – Human Resources and Communications

(1) Ms. Marie-France Laberge was appointed interim Chief Financial Officer on August 22, 2020. Since August 19, 2019, she holds the position of Corporate Controller.

(2) Mr. Pierre Gagné ceased to be employed by the Corporation on August 21, 2020.

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Governance regarding Compensation of Executive Officers

4.2.1 Composition and Mandate of the Human Resources Committee

The Human Resources Committee administers the Corporation’s executive compensation plan. The mandate of the Human Resources Committee provides that the Committee is responsible for monitoring officers’ talent, management and performance assessment, succession planning and overall compensation, and also reviewing the human resources practices of the Corporation and its subsidiaries generally. Hence, the Committee recommends the appointment of senior officers, including the terms and conditions of their appointment and termination, and reviews the evaluation of the performance of the senior officers of the Corporation and its subsidiaries, including recommending their compensation. The Board of Directors, which includes the members of the Human Resources Committee, reviews the President and Chief Executive Officer’s corporate goals and objectives and evaluates his performance in light of such goals and objectives. The Human Resources Committee has also developed a work plan that lists the duties deriving from his mandate, allowing the Committee to plan and monitor the fulfilment of his mandate.

As at the date of this Circular, the members of the said Committee are Messrs. Denis Mathieu, Robert J. Briscoe, Robert B. Johnston and Ms. Danièle Bergeron, the majority of whom are independent Directors. At no time during the year ended December 26, 2020 was any of the members of such Committee an officer or employee of the Corporation or a subsidiary of the Corporation.

All Committee members have experience in the field of executive compensation, either as a former Chief Executive Officer and/or as a senior officer of a publicly traded and/or of a global corporation. The Board of Directors believes that the Committee members possess all of the knowledge, experience and the profile needed in order to fulfill the mandate of the Committee.

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4.2.2 Role of the Committee Regarding Compensation

The Human Resources Committee of the Corporation reviews and recommends to the Board of Directors all base salary changes, short-term and long-term incentive compensation and other benefits, as the case may be, for the President and Chief Executive Officer and the members of the Executive team. The Committee may invite the President and Chief Executive Officer to attend meetings to provide advice and consultation as required. However, the President and Chief Executive Officer leaves the meeting when the Committee determines his compensation in order to give members of the Committee the opportunity to have an in-camera discussion.

4.2.3 Independent External Advisors

The Corporation retained the services of Hexarem Inc. (“ Hexarem ”) during the last fiscal year to assist the Human Resources Committee in its review of the competitiveness and appropriateness of the Corporation’s compensation programs. This includes the development of a benchmarking group, a competitive analysis of the Corporation’s executives’ compensation, the establishment of total direct compensation targets and recommendations for target incentive opportunities and the design of short and long-term incentive programs.

The fees billed by Hexarem in connection with the compensation advisory services described above for the year ended December 26, 2020 were $66,512 ($18,338 for the year ended December 28, 2019). Apart from the compensation advisory services described above, neither Hexarem nor, to the knowledge of the Corporation, any of its affiliates, directors or officers, provides any other services to the Corporation.

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Report on Executive Compensation

4.3.1 Compensation Policies for Executive Officers

The executive compensation policy as well as the guiding principles for short-term, mid-term and long-term incentive compensation are designed to:

recognize and fairly compensate executive officers who stand out as high achievers;
balance compensation paid with the Corporation’s financial performance and the individual performance of executives;
maintain compensation that is competitive with the reference market;
provide short-term variable compensation that fluctuates primarily with the achievement or surpassing of the Corporation’s annual performance targets;
retain executive officers and encourage superior performance;
facilitate the hiring of highly-talented external candidates in the event of an executive position vacancy.

The Corporation’s executive compensation policy is designed to offer global compensation, whenever the Corporation achieves its financial targets, that is near the median of comparable businesses to the Corporation in terms of capitalization and/or business sector. Whenever the Corporation exceeds its targets, the policy aims to provide a compensation that is superior to the median of the market reference by way of bonuses granted under the short-term, mid-term and long-term incentive plans.

The compensation policy for Corporation’s executives is determined mainly with reference to compensation for similar executive positions at Canadian businesses of comparable size and is intended to attract, motivate, retain, encourage and reward superior performance of highly skilled senior executives. The following table sets out the different remuneration components which, overall, give a remuneration package consistent with the Corporation’s remuneration philosophy. For each remuneration component, the table provides a description of the remuneration component, the eligible persons and the goals covered by the remuneration component.

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Component	Description	Eligibility	Goals
	DIRECT REMUNERATION
Basic salary	• Fixed remuneration rate	• All employees	• Attract • Recognize the experience, knowledge, level of responsibility and individual performance over time
Short-term incentive remuneration	• Annual bonus with a target as a percentage of basic salary (targets ranging from 15% to 100% for the President and Chief Executive Officer) • The premiums paid may be higher or lower than the target. The premium is capped at 125% of the target • The premiums paid to executives depend on goals relating to: — Consolidated EBITDA (1) (2) — EBITDA(1)for the business unit — the external sales, when applicable — The individual performance	• Managers and superiors	• Align individual interests with the Corporation’s interests • Strengthen the connection between remuneration and performance with a view to motivate employees to perform better • Increase accountability for employees with regard to the achievement of financial and strategic goals fixed on a yearly basis
	LONG-TERM INCENTIVE REMUNERATION
Stock Option Plan	• Long-term incentive tied to the increase in the Corporation’s stock price • The grants vary based on the individual’s position within the organisation as well as its impact on the Corporation	• Certain senior executives	• Align the interests of management with those of the shareholders • Have eligible employees participate in the Corporation’s growth and the creation of long- term value. • Encourage participants to achieve long-term strategicgoals
Long Term Incentive Program	• Bonus payable over 3 years with a target as a percentage of base salary (targets ranging from 10% to 90% for the President and CEO) • Long-term incentive linked to the payment of the bonus over 3 years	• Certain senior executives and senior managers	• Strengthen the link between pay and performance and motivate employees to achieve superior performance • Increase employee accountability for achieving strategic and financial objectives established annually • Encourage the achievement of long-term strategicgoals
Employee Stock Purchase Plan	• To encourage employees to purchase shares of the Corporation	• All permanent employees of the Corporation	• Align the interest of the employees with those of the shareholders

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Component	Description	Eligibility	Goals
	OTHER BENEFITS
Fringe benefits	• Retirement savings plan • Collective insurance • Life insurance • Disability insurance • Medical and hospital expense insurance • Dental insurance • Annual medical evaluation for senior management	• All employees (excluding annual medical evaluation)	• Provide competitive protection in the case of retirement, death, disability and other care
Indirect benefits	• Automobile expenses	• Senior executives • Sales representatives	• Be competitive in the current market • Meet business needs

(1) Earnings before interests, taxes, depreciation and amortization.

(2) Trigger for payment.

A significant portion of the global compensation is at risk in order to align the interests of management and the shareholders. Payments under the variable compensation plans depend on fulfillment of the goals established in the short, medium and long terms, on which management has an impact.

Each compensation component has a different function, but all elements work in concert to maximize the Corporation’s performance through individual performance defined by the achievement of specific goals.

Notwithstanding the foregoing, the policy does not restrict the Human Resources Committee’s ability to grant, or recommend to the Board of Directors to grant, as the case may be, bonuses even when specific goals have not been achieved, or to increase or decrease the amount of a bonus payment. To ensure that the Corporation provides competitive compensation to its senior officers, the Human Resources Committee reviews information from external compensation advisors and the compensation practices at other comparable entities. In addition, the Human Resources Committee may engage the services of an independent external advisor to provide advice and counsel on executive compensation matters. A compensation analysis of the executive management staff was conducted during 2020 by Hexarem for the benefit of the Corporation.

4.3.1.1 Reference market

For purposes of the analysis conducted by Hexarem, a "reference group" was defined according to one or more of the following characteristics :

companies from various industry sectors;
companies with revenues between $500,000,000 and $1,500,000,000;
publicly traded companies preferably; and, preferably;
companies whose head office is located in the province of Quebec.

The companies that were then selected are the following:

BMTC Group Dynamite Group Richelieu Hardware Ltd. Camso Innergex Renewable Energy TVA Group Inc. Intertape Polymer Group Inc. Yellow Pages Limited Fednav Limited

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IPL Plastics Inc. Fiera Capital Corporation Logistec Corporation GDI Integrated Facility Services Inc. Cominar REIT Inc. Reitmans Canada Limited Groupe Deschênes

4.3.2 Compensation Structure for 2020

4.3.2.1 Annual Base Salary

Salaries are determined by evaluating the responsibilities and the influence of each executive’s position within the Corporation as well as the executive’s experience, knowledge and performance. Executive salaries are reviewed annually and adjusted, as appropriate, based on the Corporation’s financial capacity and financial performance. In response to the COVID-19 crisis, the base salary of certain Named Executive Officers was reduced by 25% from April 1, 2020 to July 5, 2020.

4.3.2.2 Short-Term Incentive Compensation

The short-term incentive compensation plan aims to enhance the link between pay and performance by:

Aligning the financial interests and motivations of the Corporation’s management team and employees with the annual financial returns of the Corporation;
Motivating management to work towards the annual performance objectives of the Corporation;
Motivating executives to achieve or exceed their personal annual performance objectives;
Providing greater cash compensation in cases where superior financial performance in excess of target objectives is attained; and
Jeopardising part of the total cash compensation in cases where performance objectives are not attained.

Actual bonuses paid depend on the executive’s target percentage of base salary and reflect the achievement of financial goals set by the Human Resources Committee and approved by the Corporation’s Board of Directors, as well as the actual performance of the executive officer throughout the year.

The percentage of bonus payable is subject to the achievement of results calculated on the basis of performance measures determined for the year. If a target performance level for one specific performance measure is reached, the target bonus level for that specific performance measure is payable in accordance with the parameters set out in the compensation plan. If none of the performance measures levels are reached, no bonus will be payable, except the personal contribution performance measure if it has been reached. Notwithstanding the performance measures results, the Board of Director may decide, on the recommendation of the Human Resources Committee, to grant a discretionary bonus to some executive officers to recognize their efforts despite certain performance measures not having been met due to exceptional circumstances.

For the 2020 fiscal year, the Corporation consolidated EBITDA has not been reached. However, a bonus was calculated in accordance with the terms of the short-term incentive plan for the individual objectives portion that were achieved in full or in part for the five Named Executive Officers employed by the Corporation as at December 26, 2020. In addition, discretionary bonuses were also awarded for efforts made in 2020 related to the exceptional circumstances of COVID-19.

The following table presents the targets, performance measures and their allocation and the percentage of the level achieved to calculate the Named Executive Officer bonus. The bonus granted for the year ended December 26, 2020 is set out in the table below. Named Executive Officers who were no longer employed by the Corporation on December 26, 2020 did not receive any performance-based bonuses.

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Name and Title	Target		Performance Measures	Performance Measures		Actual payout $ (% of salary)
			(Weight)
		Corporation’s EBITDA	Work Unit’s EBITDA	Sales	Personal contribution
Louis Frenette, President and Chief Executive Officer(1)	100 %	100% (not reached)	---	---	---	$390,000 (70 %)
Marie-France Laberge, Corporate Controller and Interim Chief Financial Officer(2) (3)	20 %(2)	85 % (not reached)	---	---	15 % on meeting the strategic goals linked to the performance of the work unit (reached at 97 %)	$41,318 (20 %)
Mathieu Dumulong Vice President - Sales(3)	50 %	85 % (not reached)	---	---	15 % on meeting the strategic goals linked to the performance of the work unit (reached at 95 %)	$74,970 (33 %)
Daniel Valiquette Vice President – Centralized negotiations and Private Label(3)	40 %	85 % (not reached)	---	---	15 % on meeting the strategic goals linked to the performance of the work unit (reached at 93 %)	$46,000 (21 %)
Elisabeth Tremblay Vice President – Human Resources and Communications (3)	50 %	85 % (not reached)	---	---	15 % on meeting the strategic goals linked to the performance of the work unit (reached at 100 %)	$78,450 (39 %)

(1) Mr. Louis Frenette's employment contract for the year ending December 26, 2020 included a guaranteed bonus equal to $ 390,000.

(2) For the period during which Ms. Marie-France Laberge served as interim chief financial officer, the bonus target was 50%.

(3) For fiscal year 2020, in addition to bonuses related to individual contribution, discretionary bonuses were paid to these Named Executive Officers.

4.3.3 Stock Option Plan of the Corporation

The following is a summary of the principal provisions of the Stock Option Plan.

The Corporation has approved, in 2009, a Stock Option Plan, which authorizes the Board of Directors to issue options to acquire common shares to its directors, officers and employees and certain of its consultants.

The Stock Option Plan is intended to provide an incentive to the employees, officers, directors and certain consultants of the Corporation and its related entities to achieve the longer term objectives of the Corporation, to give suitable recognition of the ability of such persons who contribute materially to the success of the Corporation and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. Under the Stock Option Plan, the Board of Directors is authorized to designate the recipient of options to acquire Common Shares. Eligible recipients currently include any director, officer and employee and certain consultants of the Corporation or of an entity that is controlled by the Corporation (“ Eligible Participants ”).

The maximum number of Common Shares that may be issued pursuant to options granted under the Stock Option Plan shall be equal to 10% of the number of the Common Shares outstanding at the time of grant, and the total number of Common Shares set aside for the granting of options in favour of one individual shall at no time represent more than 5% of the issued and outstanding Common Shares. Given that the Stock Option Plan does not have a fixed

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maximum number of Common Shares issuable thereunder, it will have to be re-approved by the shareholders of the Corporation every three (3) years, which shall be at the shareholders annual meeting for 2022 fiscal year.

The number of Common Shares issuable to insiders in the aggregate, at any time, pursuant to the Stock Option Plan and any other security based compensation arrangement cannot exceed 10% of Common Shares issued and outstanding. In addition, the number of Common Shares issued to insiders within any one (1) year period pursuant to the Stock Option Plan and any other securities based compensation arrangement cannot exceed 10% of Common Shares issued and outstanding. Finally, the number of Common Shares issuable under the Stock Option Plan or any other security based compensation arrangement to directors who are not officers, employees, or consultants or one of its related entities at the time of such grant, cannot exceed 3% of the issued and outstanding Common Shares.

No option may be granted under the Stock Option Plan to a director who is not an employee of the Corporation if, at the time of grant : (i) the aggregate number of Common Shares reserved for issuance to all non-employee directors under the Stock Option Plan and all other security-based compensation arrangements of the Corporation was greater than 1% of the total number of Common Shares then issued and outstanding; and (ii) the aggregate value of options granted to non-employee directors during the Corporation’s financial year exceeded $100,000; (iii) the aggregate value of the options and, in the case of Full Value Awards, the grant date value of Common Shares or awards granted to the non-employee director during the Corporation’s financial year exceeded $150,000; provided that no account shall be taken of any Full Value Awards that the non-employee director elects to receive, at his or her discretion, in lieu of cash compensation of the same value from the Corporation foregone for the purposes of the foregoing $150,000 limit, and further provided that the foregoing limit shall not apply to any single initial award to a new Director who would become a non-employee director upon joining the Board as compensation for serving on the Board of Directors.

The price at which the Common Shares may be subscribed for pursuant to any option granted under the Stock Option Plan shall be the Market Price. For purposes of the Stock Option Plan, “Market Price” shall mean: (i) the volume weighted average trading price for the Common Shares during the five (5) trading days on the TSX prior to the applicable date of grant, or (ii) if there was no closing price for the Common Shares on any trading day during that five (5) trading days period on the TSX, then the average of the bid and ask quotations for the Common Shares for such day shall be used for the purpose of determining the Market Price.

Unless the Board of Directors determines otherwise on the date of grant, any option granted will be vested and become exercisable by the Eligible Participant who has been granted an option (an “ Optionee ”) in four equal tranches on the first, second, third and fourth anniversary of date of grant. The Optionee may then exercise any vested option at any time not later than the tenth anniversary of the date of grant or such earlier date fixed by the Board of Directors (the “ Expiry Date ”) and all unexercised options shall expire and terminate and be of no further force or effect whatsoever following such Expiry Date.

The Stock Option Plan provides that, if the date on which an option expires occurs during a blackout period or within ten (10) business days after the last day of a blackout period, the date of expiry of such option will be the last day of such ten (10) business day period.

None of the Optionees shall receive any loan or other financial assistance to facilitate the exercise of options.

If approved by the Board of Directors, in lieu of paying the applicable exercise price, an Optionee may elect to acquire the applicable number of the Common Shares determined by subtracting the applicable exercise price from the Market Price of the Common Shares on the date of exercise, multiplying the difference by the number of the Common Shares in respect of which the option was otherwise being exercised and then dividing that product by such Market Price.

In the event of the death of an Optionee, vested options held by such Optionee may be exercised by the personal representatives of the Optionee until the earlier of the Expiry Date of such options or one hundred and eighty (180) days from the date of death, following which the options will terminate.

In the event that the employment of an Optionee is terminated without cause, including a constructive dismissal, or an Optionee’s contract as a consultant is terminated by the Corporation before its normal termination date without cause, any or all options held by such Optionee that are vested which have not been previously exercised may be exercised

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at any time during a period of one hundred and eighty (180) days following the date of termination of employment or of the applicable contract. However, the Board of Directors may, in its discretion, amend the terms of any option held by such Optionee to permit such Optionee to exercise any or all such options as if such Optionee’s employment had not been terminated.

If an Optionee attains retirement age fixed by the Corporation or an Optionee’s employment or service ceases due to permanent disability, only the portion of the options that is exercisable at the date of retirement or cessation may be exercised by the Optionee during the period ending twelve (12) months after the date of retirement or cessation, after which period all options expire.

In the event that a non-employee director ceases to act as a director of the Corporation, such non-employee director may exercise, at any time during the one hundred and eighty (180) days following the announcement of the quarterly results of the Corporation after the date such director ceases to act as such and prior to the Expiry Date, any or all of his options that are vested on the date he ceased to act as a director and not previously exercised except that if a director is removed by the shareholders of the Corporation, the options may be exercised up to the first business day following the resolution of the shareholders approving such removal.

Finally, in the event the employment of an Optionee is terminated for cause or if an Optionee resigns his or her office or employment, or an Optionee’s contract as a consultant terminates at its normal termination date, the options held by such Optionee which have not been previously exercised will immediately expire upon the delivery of a written notice of termination for cause by the Corporation to the Optionee or upon the delivery of the resignation notice by the Optionee to the Corporation or at the normal expiration date of the Optionee’s contract, as the case may be.

Notwithstanding the foregoing, the Board of Directors always retains the discretion to permit the exercise of any or all options held by an Optionee in the manner and on terms it authorizes, provided it shall not authorize the exercise of an option after its Expiry Date.

The Optionee’s rights with respect to an option granted under the Stock Option Plan are not assignable or transferable by the Optionee or capable of being the subject of any other alienation, sale, pledge, hypothec or other encumbrance by an Optionee other than a transfer to the Optionee’s legal personal representative(s) by will or by law and other than a transfer pursuant to an order of a court of competent jurisdiction and in other limited cases.

In the event of a “Change of Control” of the Corporation, all unexercised options granted under the Stock Option Plan which are not vested at such time shall become immediately vested on the business day before the date the applicable transaction is determined to have occurred to allow the Optionees to participate in said transaction. Upon any such acceleration of the vesting of any or all outstanding options immediately prior to the completion of any such transaction which constitutes a Change of Control, the Board of Directors may determine that all such outstanding options will be purchased by the Corporation or a related entity for an amount per option equal to the “Transaction Price” (as defined in the Stock Option Plan), less the applicable exercise price (except that where the exercise price exceeds the Transaction Price, the amount per option for such options will be $0.01), as at the date such transaction is determined to have occurred or as at such other date prior to the transaction closing date as the Board of Directors may determine.

The Board of Directors may, at any time and from time to time, amend, suspend or terminate the Stock Option Plan, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange or materially prejudice the rights of any Optionee under any option previously granted to the Optionee without the consent or deemed consent of the Optionee.

Without limiting the generality of the provisions of the Stock Option Plan, the Board of Directors may, without the approval of the Shareholders, make amendments to the Stock Option Plan for any of the following purposes:

changing the eligibility for and limitations on participation in the Stock Option Plan;
changing the terms on which options may be granted and exercised including, without limitation, the provisions relating to exercise price, vesting, expiry, assignment and the adjustments to be made pursuant to the Stock Option Plan;

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making any addition to, deletion from or alteration of the provisions of the Stock Option Plan that are necessary to comply with applicable law or the requirements of any regulatory authority or stock exchange;
correcting or rectifying any ambiguity, defective provision, error or omission in the Stock Option Plan; and
changing the provisions relating to the administration of the Stock Option Plan.

If any such amendment would lead to a significant or unreasonable dilution of the outstanding Common Shares or provide additional material benefits to insiders, approval of the Shareholders must be obtained.

In addition to the adjustments that may be made pursuant to the provisions of the Stock Option Plan, the Board of Directors may also, at any time and from time to time, without the approval of the Shareholders, amend any term of any outstanding option (including, without limitation, the exercise price, vesting and expiry of the option), provided that:

any required approval of any regulatory authority or stock exchange is obtained;
if the amendments would reduce the exercise price or extend the Expiry Date of options (except as otherwise specifically provided for in the Stock Option Plan), approval of the Shareholders must be obtained (excluding the votes of the Common Shares held directly or indirectly by insiders that would benefit from such amendment);
the Board of Directors would have had the authority to initially grant the option under the terms as so amended; and
the consent or deemed consent of the Optionee is obtained if the amendment would materially prejudice the rights of the Optionee under the option.

Notwithstanding any other term or condition of the Stock Option Plan, none of the following amendments may be made to the Stock Option Plan without first obtaining the approval of the Shareholders:

an increase in the maximum number of Common Shares that may be (i) issued to insiders within any one (1) year period; or (ii) issuable to insiders, at any time under the Stock Option Plan, or when combined with all of the Corporation’s other security based compensation arrangements, which could exceed 10% of the Common Shares issued and outstanding, respectively;
an increase to the maximum percentage of the Common Shares issuable upon the exercise of options as currently provided for in the Stock Option Plan;
the addition of any provision that allows for the exercise of options without cash consideration, whether the optionee receives the intrinsic value in the form of Common Shares or cash, and where a deduction may not be made for the number of Common Shares originally underlying the options;
the addition of any provision to permit transfers or assignment to any person not currently permitted under the Stock Option Plan;
any amendment to increase the value of options granted or to remove or increase the percentage limit relating to Common Shares issuable, in each case, to non-executive directors; and
any amendment to the amending provisions set forth in the Stock Option Plan.

During fiscal year ended December 26, 2020, no options were granted under the Stock Option Plan.

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4.3.4 Long-term incentive plan

No stock options were granted under the Stock Option Plan which had different vesting conditions than those described in Section 4.3.3 (the “ Performance Options ”) during fiscal year ended December 26, 2020.

During 2016 and 2018, Performance Options were granted and their vesting was conditional upon fulfilling the cumulative consolidated EBITDA targets for the financial years between the date of grant and a specified vesting date. In the event that the financial objective was not achieved on a target vesting date, the portion of Performance Options that should have vested on such target vesting date was deferred to the next vesting date and such Performance Options vested only if the cumulative consolidated EBITDA objective defined on such new target vesting date was achieved.

On February 21, 2019, the Board of Directors, upon recommendation of the Corporate Governance and Human Resources Committee has approved the abolition of vesting conditions based on the achievement of cumulative consolidated EBITDA targets. Accordingly, the vesting condition of Performance Options based on the achievement of cumulative consolidated EBITDA targets has been abolished, and the Performance Options now vest over time.

The number of Performance Options granted to each Named Executive Officer was calculated based on an annual compensation target equivalent to the value of the current salary of such Named Executive Officer, taking into account an estimation of the increase in the stock price over a five-year period significantly higher than would be estimated under the Black-Scholes or binomial model.

4.3.5 Performance-Based Incentive Stock Plan

In 2010, the Corporation adopted a share-based incentive plan related to performance designed to compensate officers and key employees of the Corporation who contribute in particular to the creation of financial value for the Corporation and its Shareholders. On March 4, 2021, the Corporation terminated the share-based incentive plan related to performance.

The plan is not dilutive for Shareholders of the Corporation. Thus, the plan does not require the issue of Common Shares from the treasury of the Corporation and no treasury Common Shares are reserved for the purpose of the plan.

The Board of Directors of the Corporation designates the eligible persons to whom it awards performance-based shares (“ PBS ”) and the number granted. The Board of Directors of the Corporation determines, at its complete discretion, the timing of each award, the award date, the vesting date (which may not exceed three (3) years after the award date), the vesting schedule, the performance goals to be reached to be eligible to acquire PBS and any other terms applicable to the PBS granted.

When PBS are granted to an eligible person, the Corporation gives him a PBS agreement bearing the award date which contains the terms of the PBS. When the eligible person remits this signed agreement to the Corporation, she becomes a holder of PBS under the plan and, provided they are acquired, she has the right to receive the Common Shares covered by the PBS on the terms and conditions set forth in the PBS agreement and the plan.

PBS granted under the incentive plan cannot be assigned or transferred, other than to a personal representative of a deceased eligible person.

PBS will be granted to eligible persons at the complete discretion of the Board of Directors of the Corporation.

The Board of Directors of the Corporation determines the period during which PBS may vest, which may not exceed three (3) years following the calendar year during which the PBS were awarded. Each award of PBS is subject to certain award terms, and in particular performance criteria. These conditions are determined by the Board of Directors of the Corporation and are communicated to the eligible person in the PBS agreement.

The acquisition of PBS is done according to the range of performance of average growth rate over three (3) years of income before taxes (“ Average GIBT ”) per share of the Corporation. The range of performance and the percentage of acquisition are :

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Acquisition Levels	Performance Targets
0%	AverageGIBT ≤ 5%
50%	AverageGIBT = 5%
100%	AverageGIBT = 8%
150%	AverageGIBT ≥ 14%

There is correlation between the acquisition levels and the performance targets.

As soon as possible following the award of PBS and unless the Board decides otherwise, the Corporation gives the trustee, in accordance with the trust deed, instructions to purchase on the free market a sufficient number of Common Shares to reflect the maximum number of Common Shares which can be given to holders of PBS in the event the “vesting percentage” relating to a PBS stipulated in an acquisition schedule exceeds 100%. However, the Corporation’s instructions may provide for the purchase of a lower number of Common Shares if the trust fund is made up of Common Shares which cannot and will not be acquired under a PBS agreement following the loss of eligible person status or the expiry of PBS due to the failure to achieve the performance goals stipulated in the PBS agreement or for other reasons.

Unless the Board of Directors of the Corporation decides otherwise, the participation of an eligible person in the incentive plan will terminate forthwith if: (i) he or she resigns, or (ii) his or her employment ends for a serious reason, in which case all the PBS in the eligible person’s account which are not vested will be forfeited.

The Board of Directors of the Corporation has the power to amend the incentive plan as needed provided, however, that:

a) the amendment does not affect the rights of eligible persons with respect to the PBS previously awarded, other than as allowed under the incentive plan;
b) the amendment has been approved by the regulatory authorities, if required.

The Corporation pays all the administrative costs related to the plan.

No PBS were granted during the fiscal year ended December 26, 2020.

4.3.6 Employee Stock Purchase Plan – Actionnariat +

In 2010, the Corporation adopted a stock purchase plan for employees, amended in 2014, for the purpose of allowing permanent employees of the Corporation to acquire an interest in the Corporation so they can participate in its growth.

An employee who wishes to participate in the plan must fill out and give the Corporation a form indicating the amount of contributions he wishes to make during each pay period. Under the terms of the plan, an employee may allocate between 1% and 10% of his annual basic salary during a given year to the purchase of Common Shares of the Corporation. The Corporation deducts the employee’s contributions from his pay and gives them to a trustee on behalf of the employee. The trustee then purchases Common Shares of the Corporation on behalf and in the name of the employee. When an employee makes a contribution, the Corporation gives the plan trustee, for and on behalf of the employee, a contribution by the Corporation in an amount equal to 15% of the employee’s contribution, but up to $3,000 per year. However, the Common Shares purchased with contributions of the Corporation are subject to a minimum one (1) year holding period as at the date Common Shares are purchased by the trustee and, accordingly, are not vested until that date. The Corporation pays all the administrative costs related to the plan.

4.3.7 Share Ownership

The Board of Directors recommends that its Named Executive Officers hold a certain number of Common Shares of the Corporation. This recommendation was established with the objective of achieving a better alignment between the interests of management and Shareholders. Thus, it is recommended that the Named Executive Officers maintain certain levels of share ownership in the Corporation based on their respective position and compensation as indicated

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in the table below. The Named Executive Officers have not limit of time to acquire the recommended number of Common Shares. The Named Executive Officers are also required to inform the Corporation if they intend to exercise stock options or sell Common Shares issued by the Corporation on the market.

Name	Share Ownership Recommendation	Share Ownership Recommendation
	Multiple of Base Salary or Number of Common Shares(1)	Number of Common Shares held on March 23, 2021 (#)
Louis Frenette President and Chief Executive Officer	1.5 X	1,000,000
Marie-France Laberge, Corporate Controller and Interim Chief Financial Officer	1 X(2)	-
Mathieu Dumulong Vice President - Sales	0.5 X	10,000
Daniel Valiquette Vice President – Centralized Negotiations and Private Label	0.5 X	-
Elisabeth Tremblay Vice President – Human Resources and Communications	0.5 X	37,000

(1) Based on the market price of the Common Shares at the time of their purchase.

(2) The share ownership recommendation is not applicable to the Corporate Controller and Interim Chief Financial Officer.

4.3.8 Policy regarding Prohibited Transactions

The Common Shares held by the Named Executive Officers cannot be associated with any form of hedging or other transactions with the purpose of reducing risks associated with these assets.

4.3.9 Incentive Plan Awards

The following table shows, for each Named Executive Officer, all the outstanding awards under the Stock Option Plan at the end of the last fiscal year which have not yet been exercised, including those awarded previously, but excluding awards that have been cancelled as at March 23, 2021.

Name and Title		Option-Based Awards	Option-Based Awards
	Securities underlying unexercised options (#)(2)	Option exercise price ($)	Option expiry date	Value of unexercised in-the-money options(1) ($)
Louis Frenette President and Chief Executive Officer	1,000,000	0.47	November 25, 2029	260,000
Marie-France Laberge Corporate Controller and Interim Chief Financial Officer	30,000 100,000	0.90 1.09	August 19, 2029 March 4, 2031	- -
Pierre Gagné(3) Former Senior Vice President and Chief Financial Officer	-	-	-	-

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

Name and Title Option-Based Awards
Securities Option Option expiry Value of unexercised
underlying exercise price date in-the-money options [(1)]
unexercised ($) ($)
options
(#) [(2)]
Mathieu Dumulong 35,000 0.60 May 14, 2029 4,550
Vice President – Sales
254,630 [(3) ] 1.36 December 15, -
2026
100,000 1.09 -
March 4, 2031
Daniel Valiquette 150,000 0.60 May 14, 2029 19,500
Vice President, Centralized
Negotiations and Private
Label
Elisabeth Tremblay, Vice 150,000 0.60 May 14, 2029 19,500
President – Human
Resources and
Communications
(1) The value of unexercised in-the-money option as at the end of the fiscal year represents the difference between the closing price
of Common Shares on December 26, 2020 on the Toronto Stock Exchange ($0.73) and the exercise price. These options have
not been, and may never be, exercised, and actual losses or gains, if any, will depend on the value of the Common Shares on
the date the options are exercised.
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(2) With the exception of the Performance Options granted in 2016, the option-based awards granted to NEOs in accordance with the Stock Option Plan vest in four equal tranches on the first, second, third and fourth anniversary of date of grant. Considering that the performance targets condition has been abolished, the Performance Options granted to Mathieu Dumulong (254,630 Performance Options) on December 14, 2016 as amended on February 21, 2019, now vest over time for the years 2019 to 2021.
(3) Mr. Pierre Gagné was granted 300,000 options on May 14, 2019 which have been cancelled following his departure.

4.3.10 Incentive Plan Awards – Value Vested or Earned during the Year

The following table shows, for each Named Executive Officer, the value vested or earned under the share-based awards and the share-based options and the value of the compensation earned under the non-equity incentive plan during the fiscal year ended December 26, 2020.

Name and Title	Awards – Value vested during the Year ($)	Non-equity incentive plan compensation – Value earned during the Year ($)
	Options
Louis Frenette President and Chief Executive Officer	-	$390,000
Marie-France Laberge Corporate Controller and Interim Chief Financial Officer	-	$41,318
Pierre Gagné Former Senior Vice President and Chief Financial Officer(1)	-	-
Mathieu Dumulong Vice President - Sales	-	$74,970
Daniel Valiquette Vice- President, Centralized Negotiations and Private Label	-	$46,000
Elisabeth Tremblay Vice President – Human Resources and Communications	-	$78,450

(1) Mr. Pierre Gagné is no longer an employee of the Corporation since August 21, 2020.

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4.3.11 Benefits and Perquisites

The executive benefits program includes life, disability, medical, hospital room and dental insurance. The benefits program for Executive Officers is similar to the benefits program of non-union employees, except that upper limits for payable amounts profit to the Executive Officers. Perquisites consist, notably, of automobile expenses. These benefits, upper limits and perquisites are designed to be competitive overall with equivalent positions in comparable North American organizations.

4.3.12 Retirement Benefits

The President and Chief Executive Officer received an amount equal to the maximum contribution to a registered retirement savings plan ("RRSP") permitted by applicable law.

The former Senior Vice President and Chief Financial Officer, the Vice President – Sales, the Vice President – Centralized negotiations and Private Label and the Vice President – Human Resources and Communications, received, in 2020, an amount equal to 7% of their base annual salary, allocated between a deferred profit-sharing plan (“ DPSP ”) up to the maximum amount legally allowed, and a RRSP.

The Corporate Controller and Interim Chief Financial Officer received, in 2020, an amount equal to 5% of her base annual salary allocated to the DPSP.

The following table sets out information relating to the Corporation’s DPSP, being one of the pension plans established by the Corporation. The compensatory changes result from employer participation in the DPSP during the year. The additional variance between the value at the end of the year and that from the beginning of the year is due to gains on investments.

Name and Title	Value accrued at the beginning of the financial year ($)	Payout amount ($)	Value accrued at the end of the financial year ($)
Louis Frenette President and Chief Executive Officer	-	27,230	27,230
Marie-France Laberge Corporate Controller and Interim Chief Financial Officer	3,115	9,549	13,757
Pierre Gagné Former Senior Vice President and Chief Financial Officer	13,020	13,107	28,730
Mathieu Dumulong Vice President-Sales	42,550	13,915	60,184
Daniel Valiquette Vice President – Centralized negotiations and Private Label	18,111	13,915	34,272
Elisabeth Tremblay Vice President – Human Resources and Communications	19,445	13,915	35,729

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Summary Compensation Table

The Summary Compensation Table set forth below presents compensation information for the Named Executive Officers for services rendered in various capacities for the Corporation and its subsidiaries during the fiscal years ended December 26, 2020, December 28, 2019 and December 29, 2018.

Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)	Option- Based Awards(1) ($)	Non-Equity Incentive Plan Compensation	Non-Equity Incentive Plan Compensation	Pension Value ($)	All Other Compensation (2) ($)	Total Compensation ($)
					Annual Incentive Plan ($)	Long- Term Incentive Plans ($)
Louis Frenette President and Chief Executive Officer	2020 2019 2018	559,977 46,186 ---	--- --- ---	--- 240,000 ---	390,000 --- ---	--- --- ---	27,230 --- ---	48,492 1,062 ---	1,025,699 287,248 ---
Marie-France Laberge Corporate Controller and Interim Chief Financial Officer	2020 2019 2018	205,992 62,308 ---	--- --- ---	44,000 14,625 ---	41,318 12,488 ---	--- --- ---	9,549 3,115 ---	--- --- ---	300,859 92,536 ---
Pierre Gagné Former Senior Vice President and Chief Financial Officer	2020 2019 2018	306,165 197,671 ---	--- --- ---	--- 109,108 ---	108,058 --- ---	--- --- ---	13,107 13,615 ---	8,385 10,767 ---	327,657 439,219 ---
Mathieu Dumulong Vice President - Sales	2020 2019 2018	228,898 230,357 203,886	--- --- ---	44,000 10,849 ---	74,970 104,748 65,000 ---	--- --- ---	13,915 13,615 12,788	19,864 22,723 14,610	381,647 382,292 296,284
Daniel Valiquette Vice President – Centralized negotiations and Private Label	2020 2019 2018	221,275 225,000 51,923	--- --- ---	--- 46,496 ---	46,000 80,325 18,000	--- --- ---	13,915 13,615 3,635	15,102 13,637 2,354	296,292 379,073 75,912
Elisabeth Tremblay Vice President – Human Resources and Communications	2020 2019 2018	203,546 205,324 68,461	--- --- ---	--- 46,496	78,450 93,879 22,500	--- --- ---	13,915 13,615 4,792	15,704 17,134 4,660	311,615 376,448 100,413

(1) The option-based awards have been evaluated according to the binomial model, with the same assumptions as those used for the Corporation’s financial statements. For the acquisition terms, see “Long-Term Incentive Plan”. This estimated value does not represent a cash amount received by a Named Executive Officer. These options have not been, and may never be, exercised, and actual losses or gains, if any, will depend on the value of the Common Shares on the date the options are exercised. Accordingly, the total compensation amount set out above does not represent the actual compensation paid to and received by the Named Executive Officer.

(2) The term “All Other Compensation” represents perquisites and other personal benefits.

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Equity Compensation Plan Information

The following table shows the Corporation’s current equity compensation plans as at December 26, 2020:

	Equity Compensation Plan Information	Equity Compensation Plan Information
Plan Category	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 the second column)
Equity compensation plans approved by securityholders	2,658,982(1)	$0.84	7,509,146(2)
Equity compensation plans not approved by securityholders	---	---	---

(1) 2.6% of the issued and outstanding Common Shares as at December 26, 2020.

(2) 7.4% of the issued and outstanding Common Shares as at December 26, 2020.

The information presented below reflects the new rules set out in the TSX Company Manual applicable for the fiscal year ended December 26, 2020.

	2020	2019	2018
Burn rate(1)	0.00%	2.2%	0.99%

(1) The burn rate is equal to the number of options granted during the fiscal year divided by the weighted average number of shares outstanding during the applicable fiscal year. For fiscal year 2019, the number of options granted being 2,215,000 is divided by the weighted average number of shares outstanding during fiscal year 2019, being 101,346,836. For fiscal year 2018, the number of options granted being 1,000,000 is divided by the weighted average number of shares outstanding during fiscal year 2018, being 101,177,944.

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Employment Agreements

Employment agreements have been executed with each of the Named Executive Officers.

4.6.1 Salary

The employment agreement of each of the Named Executive Officers provides the payment of a base salary which will be reviewed annually in accordance with the Corporation’s policies. Mr. Frenette employment agreement also provides a right to be granted an additional 1 million (1,000,000) of the Corporation's stock options if the Corporation's common stock price on the Toronto Stock Exchange remains above CAD$1.00/per share for a period of 90 consecutive days during his employment.

4.6.2 Employment Term

The employment agreements of the Named Executive Officers have an indefinite term.

The Corporation may terminate the employment of a Named Executive Officer upon death, disability, breach of the employment agreement or for cause without having to make any severance payments.

4.6.3 Termination of Employment

The employment agreement of Mr. Louis Frenette, President and Chief Executive Officer, contains a termination clause, which provides that in the event of termination of employment by the Corporation without cause: (i) if the termination of employment by the Corporation is without cause and occurs during the first three years of his employment, Mr. Frenette is entitled to receive a compensation in lieu of notice equivalent to eighteen (18) months of his base salary and a bonus of 50% of the established short-term incentive plan target for the year of the termination

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of the employment contract, or (ii) if the termination of employment by the Corporation is without cause and occurs after the third year of employment, Mr. Frenette is entitled to receive compensation in lieu of notice equivalent to eighteen (18) months of his base salary and a bonus equivalent to the average of the payments made under a shortterm incentive plan during the three full years prior to the termination of his employment. The employment contract of Mr. Daniel Valiquette, Vice President - Centralized Negotiations and Private Label, contains a termination clause which provides that in the event of termination of employment by the Corporation without cause, Mr. Valiquette is entitled to receive an indemnity equivalent to fifteen (15) months of his base salary.

4.6.4 Change of Control

There is no change of control clause in the employment agreements of the Named Executive Officers.

4.6.5 Undertakings of the Named Executive Officers

The employment agreement of the President and Chief Executive Officer, Mr. Louis Frenette, and of the Vice President – Human Resources and Communications, Ms. Elisabeth Tremblay, contain the following obligations:

i) not to directly or indirectly perform work or render identical or similar services of those which were performed while at the employment of the Corporation, for any business operating in the same industry competing with the Corporation, being the sale and distribution of food products and related products, including the sale and distribution of meat, fish and seafood and related products during the term of their employment and for a period of eighteen (18) months for Mr. Frenette and for fifteen (15) months for Ms. Tremblay following the termination of their employment in the Province of Quebec;
ii) not to directly or indirectly, during the term of their employment and for a period of eighteen (18) months in the case of Mr. Frenette and fifteen (15) months in the case of Ms. Tremblay following the termination of their employment, a) solicit or endeavor to solicit a customer of the Corporation which were known to such person in the twelve (12) months preceding the termination of employment to sell products or services which are similar with the Corporation’s products and services or b) encourage a customer of the Corporation to reduce his purchases towards the Corporation or terminate his relationship with the Corporation;
iii) not to directly or indirectly, during the term of their employment and for a period eighteen (18) months in the case of Mr. Frenette and fifteen (15) months in the case of Ms. Tremblay following the termination of their employment, solicit or endeavor to induce any employee of the Corporation to leave his employment;
iv) to comply with confidentiality and non-disclosure obligations.

The employment agreements of Mr. Daniel Valiquette, Vice President – Centralized negotiations and Private Label, of Mr. Mathieu Dumulong, Vice President – Sales and of Ms. Marie-France Laberge, Corporate Controller and Interim Chief Financial Officer, contain dispositions whereby they undertake to comply with the following obligations, during the term of their employment and for a period of nine (9) months in the case of Mr. Valiquette and Ms. Laberge, and fifteen (15) months in the case of Mr. Dumulong, following the termination of their employment:

i) not to directly or indirectly perform work or render identical or similar services of those which were performed while at the employment of the Corporation, for any business operating in the same industry competing with the Corporation, being the sale and distribution of food products and related products, in the territory of the Greater Region of Montreal and Monteregie for Mr. Valiquette and Ms. Laberge, and within the territory of the Provinces of Quebec, New Brunswick, Nova Scotia, Newfoundland, and Prince Edward Island in the case of Mr. Dumulong;
ii) not to directly or indirectly, a) solicit or endeavor to solicit a customer of the Corporation which were known to such person in the twelve (12) months preceding the termination of employment to

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sell products or services which are similar with the Corporation’s products and services or b) encourage a customer of the Corporation to reduce his purchases towards the Corporation or terminate his relationship with the Corporation;

iii) not to directly or indirectly, during the term of his employment and for a period of nine (9) months in the case of Mr. Valiquette and Ms. Laberge and a period of fifteen (15) months in the case of Mr. Dumulong, following the termination of their employment, solicit or endeavor to induce any employee of the Corporation to leave his employment;
iv)
to comply with confidentiality and non-disclosure obligations.

SECTION 5 - STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Directors of the Corporation consider effective corporate governance to be essential to the operations of the Corporation and to ensure that the Corporation is managed in order to enhance Shareholder value. The Corporate Governance Committee is responsible to ensure that the Corporation maintains good corporate governance practices. This committee formulates recommendations related to compliance with corporate governance’s guidelines included in National Policy 58-201 – Corporate Governance Guidelines (the “ Guidelines ”) and ensures that all duties with respect to disclose of information are followed.

The Corporation’s disclosure of corporate governance practices pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices and pursuant to Canada Business Corporations Regulations is described in more details in Schedule “A” attached herewith.

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Corporate Governance Committee

The Board of Directors of the Corporation appointed a Corporate Governance Committee, composed of three independent Directors (as such term is defined in the applicable securities laws), which is responsible for reviewing the governance practices of the Corporation and making recommendations in that regard to the Board of Directors of the Corporation.

The Corporate Governance Committee reviews the appointment of directors and officers of the Corporation and of its subsidiaries and makes recommendations to the Board of Directors of the Corporation. The Committee is responsible for advising the Board of Directors on filling vacancies among the Directors and periodically reviewing the composition and effectiveness of the Board of Directors of the Corporation and the contribution of each of the said Directors.

The Corporate Governance Committee is also responsible for developing approach to corporate governance issues and for reviewing and authorizing all related party transactions.

Finally, the Corporate Governance Committee is responsible for adopting and periodically reviewing and updating the Corporation’s written disclosure policy. This policy will, among other things:

articulate the legal obligations of the Corporation, its affiliates and their respective directors, officers and employees with respect to confidential information;
identify spokespersons of the Corporation, who will be the only persons authorized to communicate with third parties such as analysts, media and investors;
provide guidelines on the disclosure of forward-looking information;
require advance review by the management of the Corporation, of any selective disclosure of financial information to ensure the information is not material, to prevent the selective disclosure of material information and to ensure that, if selective disclosure does occur, a news release is issued immediately; and

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establish “black-out” periods immediately prior to and following the disclosure of quarterly and annual financial results and immediately prior to the disclosure of certain material changes, during which periods the Corporation, its affiliates and their respective directors, officers and employees may not purchase or sell Common Shares.

In date of this Circular, the members of the Corporate Governance Committee are Mr. Denis Mathieu, Mr. Robert B. Johnston and Ms. Danièle Bergeron.

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Human Resources Committee

The Board of Directors of the Corporation has established a Human Resources Committee consisting of four Directors, a majority of whom are independent (as such term is defined under applicable securities laws), which is responsible for, among other things, establishing and reviewing annually the objectives of the President and Chief Executive Officer for the upcoming fiscal year and assessing his performance. The Committee also administers the incentive compensation plans and makes recommendations with respect to their operation.

The Human Resources Committee also reviews the compensation policy established for senior executives, which is designed to take into account their experience, responsibilities, personal performance and the overall performance of the Corporation. The objective of this policy is to provide executive officers with compensation that is competitive with that of executives of companies operating in the same industry.

As oatthe date hereof, the members of the Human Resources Committee are Mr. Denis Mathieu, Mr. Robert J. Briscoe, Mr. Robert B. Johnston and Ms. Danièle Bergeron.

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Audit Committee

The Board of Directors of the Corporation has established an Audit Committee composed of three Directors who are independent (as such term is defined in the applicable securities laws).

The Audit Committee assists the Board of Directors in fulfilling their responsibilities of oversight and supervision of the accounting and financial reporting practices and procedures of the Corporation, the adequacy of internal accounting controls and procedures, and the quality and integrity of financial statements of the Corporation. The Audit Committee is also responsible for directing the auditors’ examination of specific areas, to review with the auditors the scope of the audit review and for the selection of potential independent auditors to be appointed by the holders of voting Common Shares.

Moreover, the Audit Committee reviews and makes recommendations to the Board of Directors of the Corporation with regards to the following documents:

interim financial statements;
annual audited financial statements;
related Management’s Discussion and Analysis of financial condition and results of operations (MD&A);
related press release, which includes financial information.

The Audit Committee also reviews the annual continuous disclosure documents of a financial nature and recommends them to the Board of Directors for approval.

A more detailed description of the Audit Committee and a copy of its mandate are included in the Annual Information Form available at the following website www.sedar.com and on the Corporation’s website www.colabor.com.

The Audit Committee adopted complaint procedures for accounting and auditing matters providing for:

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the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing matters and inappropriate activities in general;
the confidential and anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.

In date of this Circular, the members of the Audit Committee are Mr. François R. Roy, Mr. J. Michael Horgan and Ms. Danièle Bergeron.

SECTION 6 - OTHER INFORMATION

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Performance Graph

The market value of the Corporation’s Common Shares was at $0.91 as at December 26, 2015 and the market value of a Common Share of the Corporation as at December 26, 2020 was $0.73, a decrease of $0.18 per Common Share or 20%. During this period, the Shareholders of the Corporation have received, by way of monthly distribution or quarterly dividends, as the case may be, a total amount of $0.00 per Common Share.

The following graph shows the global return of a $100 investment made on December 26, 2015 in Common Shares of the Corporation, compared with the total return of the S&P/TSX Composite index for the period from December 26, 2015 to December 26, 2020.

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

160,00
140,00
120,00
100,00
80,00
60,00
40,00
20,00
-
December 26, December 31, December 30, December December 28, December 26,
2015 2016 2017 29, 2018 2019 2020
Value of 100$ invested in shares of Colabor Group Inc.
Value of 100$ invested in S&P/TSX Index
December 31 = 100
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The decrease in the Common Shares of the Corporation since 2015 is due primarily to two situations:

(i) In 2015, 2016, 2017 and 2018, the Corporation decided to reduce the dividends, then to cease dividend payments altogether, which created a negative impact on the value of the shares;
(ii) The reduction of the profitability of the Corporation since 2015 and the high level of indebtedness.

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Indebtedness of Directors and Senior Executives

None of the Directors of the Corporation, the nominees as Directors of the Corporation, the officers of the Corporation or of its associates and affiliates is indebted towards the Corporation or any associate or affiliate.

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Liability Insurance for Officers and Directors

The Corporation maintains a liability insurance policy in the amount of $30,000,000 for the purpose of protecting its officers and Directors against any liability incurred during their terms of office. The premium paid by the Corporation for the financial year ended December 26, 2020 was $113,220. The policy provides for a deductible of $25,000 with respect to each claim against the Corporation.

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Insiders and Other Informed Persons in Material Transactions

Other than as disclosed in this Circular, in the consolidated financial statements and Annual Information Form of the Corporation for its financial year ended December 26, 2020, in particular in relation to the commercial transactions in the normal course of business between the Corporation and Dubé & Loiselle, an entity owned by Mr. Robert J. Briscoe, a Director of the Corporation, the Corporation is not aware of any material interest of any current or proposed Director or of any officer of the Corporation or of its associates and affiliates in any transaction or in any proposed transaction that has materially affected or will materially affect the Corporation.

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Additional Information

Copies of the Corporation’s Annual Information Form for the financial year ended December 26, 2020 (together with the documents incorporated therein by reference), the audited consolidated financial statements of the Corporation for its financial year ended December 26, 2020, together with a report of the auditor thereon, the Management’s Discussion and Analysis of the Corporation’s financial condition and results of operations for its financial year ended December 26, 2020 and this Circular will be available upon request to the secretary of the Corporation at the address of the Corporation’s head office located at 1620, De Montarville Blvd, Boucherville, Quebec, J4B 8P4, telephone (450) 449-4911, extension 1312, or by email at [email protected]. Additional information with respect to the Corporation is available at www.sedar.com.

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Other Matters

The Corporation knows of no matter to come before the Meeting other than those referred to in the accompanying Notice of Meeting. However, if any other matters which, are not known to the Management of the Corporation, should properly come before the Meeting, the form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

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Shareholder Proposals

The Canada Business Corporations Act permits certain eligible Shareholders of the Corporation to submit shareholder proposals to the Corporation, which proposals may be included in a management proxy circular relating to an annual meeting of Shareholders. The final date by which the Corporation must receive shareholder proposals for the next annual meeting of Shareholders of the Corporation is December 25, 2021.

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Approval

The content of this Circular has been approved by the Board of Directors of the Corporation, which has authorized its sending.

DATED as at March 25, 2021

(s) Louis Frenette Louis Frenette President and Chief Executive Officer

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SCHEDULE “A”

COLABOR GROUP INC.

(the “Corporation”)

CORPORATE GOVERNANCE PRACTICES

The Corporation intends to maintain high standards in corporate governance. The Directors of the Corporation have thoroughly examined the corporate governance guidelines included in National Policy 58-201 – Corporate Governance Guidelines (the “ Guidelines ”). A description of the corporate governance practices of the Corporation is set out below as required in National Instrument 58-101 - Disclosure of Corporate Governance Practices , and pursuant to the Canada Business Corporations Regulations .

Corporate Governance and Diversity Disclosure

The Corporation’s Practices

1. Board of Directors

a) Disclose identity of directors who are independent.

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

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

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

The Board of Directors is composed, at the present time, of seven directors, being Ms. Danièle Bergeron, Messrs. Robert J. Briscoe, J. Michael Horgan, Robert B. Johnston, Warren White, Denis Mathieu and François R. Roy. These Directors are independent because none of them has a material relationship, directly or indirectly, with the Corporation or a related entity, except for Mr. Robert J. Briscoe.

Mr. Robert J. Briscoe, having acted as Executive ViceChairman until February 21, 2019, and as Interim President and Chief Executive Officer between August 19, 2019 and September 19, 2019, is not independent. Furthermore, as owner of Dubé & Loiselle Inc., a foodservice distribution who is a client of the Corporation and with respect to which the Corporation held an option to purchase the equity interest of Mr. Briscoe therein until February 23, 2020, he is considered to have a direct material relationship with the Corporation.

The majority of the Directors of the Corporation are independent.

Mr. Robert B. Johnston is also chairman of the board of directors of Supremex, Inc. and is a director of Corning Natural Gas Holding Corporation, Circa Enterprises Inc., FIH Group PLC and Swiss Water Decaffeinated Coffee Inc. Mr. Warren White is also a director of Supremex Inc., and Circa Entreprises Inc. Mr. François R. Roy is also a director of Noranda Income Fund and Transcontinental Inc.

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Corporate Governance and Diversity Disclosure

e) Disclose whether or not the independent directors hold regularly scheduled meetings at which nonindependent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.

f) Disclose whether or not the chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors.

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

The Corporation’s Practices

The independent Directors do not hold regularly scheduled meetings at which non-independent Directors and members of the management are not in attendance. However, the independent Directors of the Corporation meet, in camera , without the presence of the nonindependent Directors when required, and also without the presence of members of the management, during every meeting of the Board of Directors. The Directors have also the opportunity to meet regularly to discuss matters of interest, independently of any management influence. Over the financial year ended December 26, 2020 the Board of Directors of the Corporation held ten (10) meetings.

The Chairman of the Board of Directors is Mr. Warren White who is an independent Director. The Chairman of the Board of Directors is available to the President and Chief Executive Officer to provide general advice on the activities of the Corporation. He presides over the meetings of the Board of Directors and ensures that open lines of communication are maintained between the Directors and the management as to their respective expectations on the Corporation and its activities.

Messrs. Warren White, Robert B. Johnston, Robert J. Briscoe, J. Michael Horgan, Denis Mathieu and Ms. Danièle Bergeron were present for ten (10) meetings of the Board of Directors held during fiscal 2020 financial year. Mr. François R. Roy attended four (4) meetings of the Board of Directors held in fiscal 2020 following his election to the Board on May 26, 2020. Mr. Raymond Paré attended six (6) meetings of the Board of Directors held in fiscal 2020.

2. Board Mandate

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

The Board of Directors’ charter is attached hereto as Schedule “B”.

3. Position Descriptions

a) Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.

The Board of Directors’ charter, which is attached here as Schedule “B”, contains a position description for the Chairman of the Board. The Charter of the Audit Committee, the Charter of the Corporate Governance Committee and the Charter of the Human Resources Committee contain a position description for their respective Chairmen.

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Corporate Governance and Diversity Disclosure

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

The Corporation’s Practices

The Board of Directors has developed written position description for the President and Chief Executive Officer.

4. Orientation and Continuing Education

a) Briefly describe what measures the board takes to orient new directors regarding

(i) the role of the board, its committees and its directors, and

(ii) the nature and operation of the issuer’s business.

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

The Board of Directors’ charter, which is attached hereto as Schedule “B”, describes the measures the Board of Directors takes to orient new Directors. This orientation process also includes meetings with the Chairman of the Board, meetings with the Chairman of each Committee, meetings with members of the management, a visit of the business places and the delivery of relevant information documents on the activities, commercialized products and development projects.

The Directors may participate in continuing education activities, as the need may arise, with respect to the business of the Corporation as well as with respect to legislative changes regarding the Corporation.

5. Ethical Business Conduct

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

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

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

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

The Board of Directors has adopted a written Code of ethics for the Directors, the members of the management and the employees.

A copy of the Code of business conduct and ethics may be obtained on the website of the Corporation at www.colabor.com and on SEDAR at www.sedar.com.

Each year, the Directors, the members of the management and the employees must confirm having read and understood the Code of business conduct and ethics. The Corporation has implemented a complaint procedure which allows employees to report any conduct that is not compliant with the Code of business conduct and ethics via an independent service provider to ensure confidentiality and anonymity. When situations of noncompliance become known to management, appropriate disciplinary actions are taken.

The Corporation has not filed any material change report during its financial year ended December 26, 2020 that pertains to any conduct of a Director or member of the management that constitutes a departure from the Code business conduct and of ethics. No waivers from the Code of business conduct and ethics have been sought or granted.

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Corporate Governance and Diversity Disclosure

b) Describe any steps the board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

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

The Corporation’s Practices

In the event any transactions or agreements occur in respect of which a Director or executive officer has a material interest, the matter must be initially reviewed by the Corporate Governance Committee and is then submitted to the Board of Directors. The Board of Directors may implement any measures that it finds necessary in order to ensure the exercise of independent judgment. In the event a Director has a material interest in any transaction or agreement, such Director will abstain from voting in that regard.

The management reports to the Board of Directors, on a regular basis, on the activities of the Corporation. The Board of Directors encourages and promotes a culture of ethical business conduct. This is reinforced by the behaviour of the Board of Directors, as provided in its mandate, which is in strict compliance with the terms and the spirit of these measures.

6. Nomination of Directors

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

b) Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.

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

Taking into account the size of the Board of Directors and its committees, its proportion of independent directors, the representativeness and general effectiveness of the Board of Directors, the Corporate Governance Committee identifies specific candidates whose competencies, skills and personal qualities meet the needs of the Board of Directors. The Corporate Governance Committee recommends to the Board of Directors the candidates to be elected as Directors by the Shareholders at the annual meetings of Shareholders .

The Corporate Governance Committee recommends to the Board of Directors the candidates to be elected as Directors by the Shareholders at the annual meetings of Shareholders. The committee is composed entirely of independent Directors.

The Corporate Governance Committee is responsible, among other things, for the review of matters relating to the appointment, training, compensation and succession of directors and executive officers of the Corporation.

7. Compensation

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

b) Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation.

The Board of Directors determines the compensation of the directors and officers following the recommendations made by the Corporate Governance.

The Corporate Governance Committee is composed entirely of independent Directors.

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Corporate Governance and Diversity Disclosure

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

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

The Corporation’s Practices

The Corporate Governance Committee is responsible, among other things, for advising the Board of Directors on compensation of directors and members of committees, including the adequacy and form of such compensation as realistically reflecting the responsibilities and risks of the positions held, as well as for reviewing the compensation strategy and policies of the Corporation.

During fiscal year 2020, no mandate was granted to assist the Corporation in evaluating and setting the compensation of directors and officers. The committee retained the firm Hexarem Inc. to assist with a market study of the competitiveness of the compensation of the Corporation’s executive officers.

8. Other Board Committee

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

The Board of Directors has a Human Resources Committee which reviews and recommends to the Board all changes to base salary, short and long-term incentive compensation, and other benefits, if any, for the President and Chief Executive Officer and members of the management team.

9. Assessments

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

The Board of Directors’ charter, which is attached hereto as Schedule “B”, outlines the evaluation process regarding the effectiveness and contribution of the Directors and members of the Board’s Committees.

10. Director Term Limits and Other Mechanisms of Board Renewal

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

The Corporation has not fixed the duration of the mandate of the Directors, as it believes that limiting the term of office could deprive the Board of Directors of the experience and knowledge about the Corporation and its business acquired by certain directors over time. The Corporation believes that it can achieve a better balance between continuity and new perspectives without limiting the term of office of directors or imposing other mechanisms for renewal.

11. Policies Regarding the Representation of Women and Designated Groups on the Board

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

Due to its size, industry sector and the number of Board members and management, the Corporation has not adopted a separate written policy on the search for and selection of women or members of designated groups as

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Corporate Governance and Diversity Disclosure

The Corporation’s Practices

directors. However, certain parameters can be found in the mandate of the Board of Directors, which is attached hereto as Schedule “B”. The Board of Directors would like to increase the representation of women and other designated group members and continues to work towards this goal, taking into account the skills, experience and background of each candidate for election as a director.

b) If an issuer has adopted a policy referred to in a), disclose the following in respect of the policy:

(i) a short summary of its objectives and key provisions

(ii) the measures taken to ensure that the policy has been effectively implemented

(iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and

(iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy

c) disclose whether or not the issuer has adopted a written policy regarding the search for candidates who are members of designated groups (as defined in the Employment Equity Act (Canada) , namely, women, aboriginal peoples, persons with disabilities and members of visible minorities) as directors and, if it has not done so, a description of the reasons why it has not done so.

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Corporate Governance and Diversity Disclosure

The Corporation’s Practices

12. Consideration of the Representation of Women and Designated Groups in the Director Identification and Selection Process

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

Disclose whether or not the board of directors or the nominating committee considers the representation of designated groups within the board in seeking out and selecting candidates for election as directors for initial or new terms and, if so, how, or, if the board or committee does not consider such representation, describe the reasons why.

When a Director must be appointed, the Board of Directors reviews, following the recommendation formulated by the governance committee, the qualifications, experience and expertise of the members of the Board of Directors to determine its needs and complementary competencies and draw a list of candidates that have the required qualifications, experience and expertise. At the present time, a woman sits on the Board of Directors. The Board of Directors takes into account the diversity of its candidates in the context of its Director selection and replacement process. In the case of the recruitment of a new Director, the presence of female candidates and candidates from other designated groups and other factors relating to diversity, including the candidates’ qualifications, experience and expertise are taken into consideration. The Board of Directors looks for qualified people to be Directors. For this purpose, the Board of Directors takes into account the previously outlined criteria in its nomination process which are mainly as follows:

the qualifications, experience, expertise and history that complement those of the Directors in place;
the diversity of the candidate and the manner in which such candidate would fill a need within the Board of Directors.

13. Consideration Given to the Representation of Women and Designated Groups in Executive Officer Appointments

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

The Corporation is constantly looking to integrate women and other members of Designated Groups in executive officer positions, while taking into account the required expertise and skills. When the Corporation retains the services of an external recruitment agency, it requires that the agency provides a diverse pool of candidates. There ar currently three female executive officers of the Corporation, representing 38% of the executive officers.

Disclose whether or not the Corporation takes into account the representation of the Designated Groups in making appointments to senior management positions and, if so, in what manner or, if the Corporation does not take such representation into account, a statement of the reasons therefor.

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The Corporation’s Practices

Corporate Governance and Diversity Disclosure

14. Issuer’s Targets Regarding the Representation of Women and Designated Groups on the Board and in Executive Officer Positions

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

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

The Board of Directors has not adopted any guidelines on diversity within the Board of Directors, but hopes that eventually at least 25% of the Board of Directors will be composed of women within the next five (5) years, of which at least 50% of the appointments among the seats of independent members (who are not appointed by the shareholders as mentioned in Section 0 of the Circular) from now until the 25% female representation is reached.

c) Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so.

d) If the issuer has adopted a target referred to in either b) or c), disclose

(i) the target, and

(ii) the annual and cumulative progress of the issuer in achieving the target.

The Corporation fully subscribes to the concept of diversity in the workplace, in particular male-female diversity. However, the Corporation has not fixed a specific representation target, but takes diversity into account in the recruitment process and the promotion of employees.

The Corporation believes that diversity is adequately considered in its nomination and hiring process and that a numerical target would deprive it of the flexibility to select the best possible candidates based on a range of criteria.

For each of the designated groups identified under the definition of “designated groups” in the Employment Equity Act (Canada) , disclose whether or not the Corporation has adopted a target in the form of a number or percentage, or range of numbers or percentages, for members of such groups to serve as directors on the Board of Directors or as executive officers by a specified date and, if so, the number or range of numbers or percentages:

The Board of Directors has not adopted measurable goals for diversity and inclusion of members of each of the designated groups on the Board of Directors.

The Corporation believes that diversity is appropriately considered in its nomination and hiring process and that a numerical target would deprive it of the flexibility to select the best possible candidates based on a range of criteria.

(i) the target for each of the groups and the progress made towards achieving the target during the year and since its adoption,

(ii) for each of the groups for which no Target has been adopted, an indication of the reasons why the Corporation has not adopted a Target.

15. Number of Women on the Board and in Executive Officer Positions

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Corporate Governance and Diversity Disclosure

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

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

(c) Disclose, for each of the designated groups, the number and proportion (as a percentage) of each group’s members who serve as directors on the Board of Directors or as executive officers of the Corporation, including any material subsidiary of the Corporation.

The Corporation’s Practices

At the present time, the Board of Directors has one female member, representing 14.3% of the members of the Board of Directors.

There are currently three female executive officers of the Corporation, representing 38% of the executive officers of the Corporation.

To the Corporation’s knowledge, no member of its Board of Directors or senior management self-identifies as Aboriginal[(1)] .

To the best of the Corporation’s knowledge, no member of its Board of Directors or senior management selfidentifies as a person with disabilities.

To the best of the Corporation’s knowledge, no member of its Board of Directors or senior management selfidentifies as a visible minority.

Diversity disclosure relies on voluntary self-identification by the individuals and therefore only represents the information of individuals who have chosen to self-identify.

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SCHEDULE “B”

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COLABOR GROUP INC.

(the “ Corporation ”)

CHARTER OF THE BOARD OF DIRECTORS

1. Purposes

This Charter prescribes the role of the Board of Directors of Colabor Group Inc. This Charter is subject to the provisions of Colabor Group's Articles and By-Laws and to applicable laws.

Group Colabor’s business is conducted by its employees, managers and officers, under the direction of the CEO and the oversight of the Board of Directors, to enhance the long-term value of the company for its shareholders and other stakeholders. The Board is elected by the shareholders to oversee management and to act in the best interests of Colabor Group as a whole. Both the Board and the management recognize that the long-term interests of Colabor Group and its stakeholders are advanced by responsibly addressing the concerns of the various stakeholders and interested parties, including employees, customers, suppliers, investors, consultants, recruits and the end customer.

The Board may delegate certain of its authority and responsibilities to the Board’s committees. Nonetheless, the Board will retain full effective control over the business of Colabor Group.

The Board’ mandate set out in this document does not limit the scope of any right or power conferred on Colabor Group or on its Directors.

2. Interpretation

“ Board of Directors ” or “ Board ” means the Board of Directors of Colabor Group Inc.

“ Chairman ” means the Chairman of the Board.

“ Colabor Group ” means, collectively, Colabor Group Inc. and its subsidiaries and affiliates.

“ Conflict of Interest ” means, (i) an actual conflict of interest refers to a situation where a director exercises a power or performs a duty or responsibility, and in doing so, there is the opportunity to further his or her private interest(s), (ii) a potential conflict of interest refers to a situation where a private interest of a director could influence the exercise of the director’s power or performance of his or her duties or responsibilities, or (iii) a perceived conflict of interest refers to a situation where informed people might reasonably hold the apprehension that a conflict of interest exists on the part of the director in relation to a private interest. A perceived conflict of interest is determined by the perception of "a reasonable person" (a hypothetical member of the public) who is "reasonably well-informed".

“ Director ” means a member of the Board of Directors of Colabor Group duly nominated as member of the Board.

“ Executive Officer ” means a Colabor Group’s CEO, president, principal executive officer, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any

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vice-president of Colabor Group in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for a company. Officers of a Corporation’s subsidiaries shall be deemed officers of the Corporation if they perform such policy-making functions for Colabor Group.

“ Financially Literate ” means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the consolidated financial statements of Colabor Group.

“ Independent Director ” means a director who has no direct or indirect relationship with Colabor Group, which could be reasonably expected to interfere with the exercise of an independent judgment regarding the best interest of Colabor Group. Save exceptions, is not an Independent Director the person who:

(a) is or has been within the last three years, an employee or Executive Officer of Colabor Group;
(b) is a member of the immediate family of an individual who is or has been, within the last three years, an Executive Officer of Colabor Group;
(c) is or has been (or whose immediate family member is or has been), within the last three years, an Executive Officer, a partner or an employee of a material service provider of Colabor Group (including the external auditors);
(d) is or has been (or whose immediate family member is or has been), within the last three years, an Executive Officer of an entity if any of the current Executive Officers of Colabor Group serves or served at the same time on the entity’s compensation committee;
(e) has a relationship with Colabor Group under which he or she may directly or indirectly accept any consulting, advisory or other fees from Colabor Group, except for any compensation as a member of the Board or as a member of a committee of the Board of Colabor Group;
(f) received (or whose immediate family member received) more than $75,000 in direct compensation from Colabor Group during any 12-month period within the last three years; or
(g) is a natural person who controls Colabor Group;
(h) is an affiliate of Colabor Group; or
(i) is a natural person who is both a director and an employee of Colabor Group.

3. Composition

3.1 The majority of the Board shall be comprised of Independent Directors. The determination of the independence of a Director based on the circumstances of each individual Director is the responsibility of the Board which will disclose on an annual basis the number of Independent Directors as well as the basis for its analysis. The Board will also disclose which Directors are not Independent Directors and provide a description of the business, family, direct or indirect shareholding and any other material relationship between each director and Colabor Group.
3.2 Colabor Group requires Directors to be and remain free of any Conflict of Interests or any conflictual relationships and to refrain from acting in ways which are actually or potentially harmful, conflictual or detrimental to Colabor Group’s best interests.

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3.3 The Board shall appoint on annual basis the Chairman chosen among the Independent Directors and provide a written mandate to such Chairman. The Chairman provides leadership to Colabor Group’s activities and directions.
3.4 Each individual Director of Colabor Group shall comply with the Code of Ethics and the Corporate Governance Guidelines stated in the Corporate Governance Committee Charter (“Code and Charter”) with respect to Conflict of Interests and corporate governance, adopted and amended from time to time by Colabor Group. The Board monitors compliance with such Code and Charter and is responsible for the granting of any waivers from compliance with the Code and Charter.
3.5 The Directors must perform the roles and functions described in the charter of the Board and those of the Committees on which they serve. They must devote sufficient time and resources to carry out their duties and responsibilities effectively. They must make every effort to attend each meeting of the Board and all Committees on which they serve, and they must review all materials distributed to them in advance of each such meeting. In discharging responsibilities as a director, a Director is entitled to rely in good faith on reports or other information provided by Colabor Group’s management, independent auditors, and other persons as to matters the Director reasonably believes to be within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Colabor Group. Attendance by telephone, electronic or other communication means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously may be used to facilitate a Director’s attendance. Directors must comply with all applicable laws, requirements and rules of any stock exchange on which Colabor Group’s securities are listed for trading.
3.6 The Board, on the recommendation of the Corporate Governance Committee, shall evaluate its size and composition so that it can facilitate effective decision-making. The Board has the ability to increase or decrease its size.
3.7 The Board shall identify on an annual basis the additional skills and abilities that may be required in order to improve its efficiency. The Board is responsible for identifying candidates possessing such skills and abilities and for ensuring that it has the best mix of skills and experience to guide Colabor Group long-term strategy and its ongoing business operations.
3.8 The Board shall include a sufficient number of Directors who are Financially Literate to ensure that all members of the audit committee are Financially Literate.
3.9 A director who is party to a substantial change in its principal occupation shall forthwith disclose this fact to the Board of Directors and offer, as the case may be, his or her resignation, for consideration, to the Board of Directors, according to the nature of the Director’s occupational change. It is not expected that directors who retire or whose professional positions change should necessarily leave the Board. However, there should be an opportunity for the Board to review the continued appropriateness of its membership under such circumstances.
3.10 The Board of Directors shall approve new nominees to the Board. Each new director shall attend an orientation and training program which will include written information about the duties and obligations of the Directors, the business and operations of Colabor Group as well as documents from recent Board meetings. New directors shall also have the opportunity to discuss with the Executive Officers and other directors of Colabor Group. The details of the orientation of each new director will be tailored to that Director’s individual needs and areas of interests. The prospective candidates must fully understand the role of the Board and its committees and the contribution expected from individual directors. The Board of Directors shall ensure that the directors are provided with the appropriate information about their mandate as soon as they are nominated to the Board. In addition, the Board of Directors shall ascertain and make available to its directors, when required, continuing education as per the business and operations of Colabor Group.

4. Meetings

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4.1 The Board of Directors shall hold at least five meetings per year.
4.2 The Board of Directors shall appoint a secretary and, as the case may be, an assistant secretary. The secretary shall attend all meetings of the Board. The assistant secretary shall attend the meetings of the Board, as required or in the event that the secretary is unable to do so. The secretary or the assistant secretary, as the case may be, shall take the minutes of the meetings. The minutes shall be made available to the directors for consultation and are approved by the Board before being included in Colabor Group’s registers or records.

5. Resources

5.1 The Board of Directors shall implement structures and procedures in order to function independently from the Executive Officers of Colabor Group.
5.2 The Board of Directors acknowledges the value of having certain members of the Executive Officers of Colabor Group attending the Board meetings to provide information and opinion in order to assist the Directors with their deliberations. The President and Chief Executive Officer of Colabor Group shall seek the Board’s concurrence in the event of any proposed change to the Executive Officers attendees to Board meetings.
5.3 Each director may, in the performance of its duties, consult any relevant register or record of Colabor Group.
5.4 In carrying out its responsibilities and duties, the Board of Directors may consult with the Executive Officers of Colabor Group and may retain external advisors at the expense of Colabor Group in appropriate circumstances. Any hiring of external advisors shall be subject to the approval of the chairman of the corporate governance committee.

6. Responsibilities and Duties

6.1 The Board of Directors shall oversee the determination of long term strategic, financial and organizational goals for Colabor Group, as recommended by the Executive Officers of Colabor Group. The Board of Directors shall approve Colabor Group’s strategic plan and review same on at least an annual basis. This plan shall take into account the opportunity, occasions and risks to the business of Colabor Group. Furthermore, the Board shall engage in a short and long term review of Colabor Group’s activities in accordance with approved plans.
6.2 The Board of Directors shall adopt Colabor Group’s corporate governance principles and guidelines following recommendations of the corporate governance committee.
6.3 The Board of Directors shall review annually the assessment of its performance and that of the Executive Officers of Colabor Group. To this effect, the Board takes into account the recommendations provided by the human resources committee or the corporate governance committee, as the case may be. It is expected that the objective of such review will be to identify the areas where the directors and the Executive Officers of Colabor Group could collectively or individually make a better contribution to the affairs of Colabor Group. Following such review, the Board shall take the appropriate measures.
6.4 The Board of Directors shall actively monitor the affairs and activities of Colabor Group in its stewardship capacity. To this effect, the Board shall request and receive on a regular basis reports from the Executive Officers of Colabor Group with respect to Colabor Group’s financial results and activities.
6.5 The Board of Directors shall periodically review the significant risks affecting Colabor Group and its business and oversee the actions, systems and controls in place to manage and monitor risks and

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opportunities. The Board of Directors may impose such limits that it deems in the best interest of Colabor Group and its shareholders.

6.6 The Board of Directors shall oversee the integrity of Colabor Group’s internal control and management information systems.
6.7 The Board of Directors shall ensure that Colabor Group adopts prudent financial standards with respect to Colabor Group’s business and maintain prudent levels of indebtedness in relation to the consolidated capitalization of Colabor Group.
6.8 The Board of Directors shall review and approve:
a) transactions outside the normal course of business of Colabor Group, including, without limiting the generality of the foregoing, proposals on mergers, acquisitions or other material investments;
b) any agreement entered into between Colabor Group and a related party (within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions );
c) all matters that would be expected to have a major impact on the shareholders of Colabor Group;
d) all matters that would be expected to have a major impact on the creditors and employees of Colabor Group;
e) the disclosure of the annual information form, the annual report and adjoining financial statements, as well as the management discussion and analysis of Colabor Group, while taking up the perspective of shareholders of Colabor Group as to the quality and usefulness of such disclosure, as per the recommendations of the audit committee;
f) the disclosure of the interim financial statements and adjoining documents, as per the recommendations of the audit committee;
g) the appointment of any person to any position that would qualify such person as a director or Executive Officer of Colabor Group;
h) any proposed changes in compensation to be paid to the directors and Executive Officers of Colabor Group on the recommendation of the corporate governance committee or the human resources committee, as applicable.
6.9 The Board of Directors shall also receive reports and consider:
a) the status of business relationships between Colabor Group and its key clients and suppliers;
b) changes in the shareholding of Colabor Group from time to time and relationships between Colabor Group and its significant shareholders;
c) periodic reports from the Board’s committees with respect to matters considered by such committees;
d) health, safely and environmental matters as they affect Colabor Group; and

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e) such other matters as the Board of Directors may, from time to time, determine.

6.10 The Board shall ascertain of the integrity of the President and Chief Executive Officer of Colabor Group and the said President and Chief Executive Officer shall promote the development of a culture of integrity among the individuals responsible for the stewardship of Colabor Group.
6.11 The Board of Directors shall oversee the management of Colabor Group and, to this effect, maintain constructive and productive relationships with the President and Chief Executive Officer and other Executive Officers of Colabor Group. On the advice of the human resources committee, the Board shall approve the appointment of any individual to an Executive Officer position with Colabor Group.
6.12 The Board of Directors shall, together with the President and Chief Executive Officer of Colabor Group, develop a position description for the President and Chief Executive Officer of Colabor Group. The Board shall also approve the corporate objectives that the President and Chief Executive Officer of Colabor Group is responsible for meeting and assess his or her performance in relation to such objectives.
6.13 The Board of Directors shall oversee the appointing, training and monitoring of the President and Chief Executive Officer and other Executive Officers of Colabor Group, as well as the succession of such Executive Officers. The Board shall consult a report prepared by its human resources committee with respect to such matters.
6.14 Each year, the Board of Directors shall review its mandate in the light of changes which may occur in the legislation applicable thereto.

7. Committees of the Board

7.1 The Board of Directors shall appoint committees to assist it in the performance of its duties and processing the information it receives.
7.2 Each committee operates according to the terms of a written charter approved by the Board of Directors outlining its duties and responsibilities. Each charter is reviewed on an annual basis and may be amended at any time by the Board.
7.3 The Board of Directors shall review annually the performance and the work of each committee. Each committee shall periodically remit to the Board a report relating to its activities and deliberations.
7.4 The Board of Directors shall annually appoint a member of each of its committees to act as chairman of such committee.
7.5 The committees shall be comprised only of Independent Directors, except for the Human Resources Committee which shall be comprised of a majority of Independent Directors.
7.6 All members of the audit committee shall be Financially Literate.
7.7 The Board of Directors shall appoint members of committees after considering the recommendations of the corporate governance committee and the Chairman as well as the skills, experience and expertise of individual directors.

8. Chairman

8.1 The Chairman shall be an Independent Director.

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8.2 The Chairman shall oversee that the Board of Directors discharge its responsibilities, ensure that it evaluates the performance of the Executive Officers of Colabor Group objectively and that the Board understands the boundaries between the Board’s responsibilities and those of the Executive Officers of Colabor Group.
8.3 The Chairman should be able to stand sufficiently back from the day-to-day running of the business of Colabor Group to ensure that the Board of Directors is in full control of the affairs of Colabor Group and alert to its obligations to Colabor Group’s shareholders.
8.4 The Chairman shall prepare, in collaboration with the President and Chief Executive Officer, the agenda for Board meetings.

9. Communication policy

9.1 Upon recommendation from the corporate governance committee, the Board of Directors shall oversee the implementation of a communication policy in order to fulfill its mandate. The Board shall annually review, if need be, the communication policy.
9.2 The Board of Directors shall ensure that the communication policy addresses how Colabor Group communicates its goals and objectives to it shareholders and other stakeholders. The Board shall also oversee the means by which Colabor Group’s shareholders and other stakeholders communicate with Colabor Group.
9.3 The Board of Directors shall ensure that the communication policy addresses how Colabor Group interacts with analysts, investors, other key stakeholders and the public. The Board shall ensure that the communication policy contains measures for Colabor Group to comply with its continuous and timely disclosure requirements and to avoid selective disclosure of information.
9.4 The Board of Directors shall monitor compliance by Colabor Group with the corporate governance requirements and guidelines of securities regulatory authorities. The Board shall approve the disclosure of any corporate governance terms of Colabor Group adopted by the Board.

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AI assistant

Colabor Group — Proxy Solicitation & Information Statement 2021

45829_rns_2021-03-26_18eba20d-7981-4133-b41b-1f421802d106.pdf

COLABOR GROUP INC.

COLABOR GROUP INC.

MANAGEMENT INFORMATION CIRCULAR

SECTION 1 - VOTE AND PROXIES

Participating at the Meeting

Voting at the Meeting

Appointment of Proxies

Without a Username, proxyholders will not be able to vote at the online Meeting.

Revocation of Proxies

Voting Shares

1.5.1 Voting Shares - General Information

1.5.2 Voting by Non-Registered Shareholders

Outstanding Shares

Principal Shareholders

SECTION 2 - MATTERS TO BE ACTED UPON AT THE MEETING

Receipt of Consolidated Annual Financial Statements of the Corporation

Appointment of the Auditor of the Corporation

Election of Directors of the Corporation

Corporation’s Majority Voting Policy

SECTION 3 - REMUNERATION OF THE DIRECTORS OF THE CORPORATION

Retainer and Meeting Fees

Stock Option Plan

Deferred Share Unit Plan

In 2010, the Corporation adopted a deferred share unit plan for its Directors.

Total Compensation Earned by the Corporation’s Directors

Outstanding Share-Based Awards and Option-Based Awards

Awards under Incentive Plans – Value Vested or Earned during the Year

SECTION 4 - EXECUTIVE COMPENSATION

Named Executive Officers of the Corporation

Governance regarding Compensation of Executive Officers

4.2.1 Composition and Mandate of the Human Resources Committee

4.2.2 Role of the Committee Regarding Compensation

4.2.3 Independent External Advisors

Report on Executive Compensation

4.3.1 Compensation Policies for Executive Officers

4.3.1.1 Reference market

4.3.2 Compensation Structure for 2020

4.3.2.1 Annual Base Salary

4.3.2.2 Short-Term Incentive Compensation

4.3.3 Stock Option Plan of the Corporation

4.3.4 Long-term incentive plan

4.3.5 Performance-Based Incentive Stock Plan

4.3.6 Employee Stock Purchase Plan – Actionnariat +

4.3.7 Share Ownership

4.3.8 Policy regarding Prohibited Transactions

4.3.9 Incentive Plan Awards

4.3.10 Incentive Plan Awards – Value Vested or Earned during the Year

4.3.11 Benefits and Perquisites

4.3.12 Retirement Benefits

Summary Compensation Table

Equity Compensation Plan Information

Employment Agreements

4.6.1 Salary

4.6.2 Employment Term

4.6.3 Termination of Employment

4.6.4 Change of Control

4.6.5 Undertakings of the Named Executive Officers

SECTION 5 - STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate Governance Committee

Human Resources Committee

Audit Committee

SECTION 6 - OTHER INFORMATION

Performance Graph

Indebtedness of Directors and Senior Executives

Liability Insurance for Officers and Directors

Insiders and Other Informed Persons in Material Transactions

Additional Information

Other Matters

Shareholder Proposals

Approval

SCHEDULE “A”

COLABOR GROUP INC.

CORPORATE GOVERNANCE PRACTICES

Corporate Governance and Diversity Disclosure

The Corporation’s Practices

1. Board of Directors

Corporate Governance and Diversity Disclosure

Colabor Group Proxy Solicitation & Information Statement 2021