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Corus Entertainment Inc. M&A Activity 2026

Jan 8, 2026

44889_rns_2026-01-08_19ceb579-d33b-4022-b22e-7fc1728b0dfe.pdf

M&A Activity

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The instructions accompanying this Letter of Transmittal (the "Letter of Transmittal") should be read carefully before this Letter of Transmittal is completed. TSX Trust Company ("TSX Trust"), your broker or other financial advisor can assist you in completing this Letter of Transmittal. Persons whose Shares (as defined herein) are held through a broker, investment dealer, bank, trust company or other intermediary should immediately contact such registered holder for assistance.

THIS LETTER OF TRANSMITTAL IS FOR USE ONLY IN CONJUNCTION WITH THE PLAN OF ARRANGEMENT INVOLVING CORUS ENTERTAINMENT INC., 17311737 CANADA INC. AND A CORPORATION TO BE FORMED TO PARTICIPATE IN THE ARRANGEMENT TO BE NAMED CORUS ENTERTAINMENT HOLDINGS INC. PURSUANT TO SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT.

THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO TSX TRUST. IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. IN PARTICULAR, IF THIS LETTER OF TRANSMITTAL IS NOT RECEIVED BY TSX TRUST BY 9:00 A.M. (TORONTO TIME) ON THE DATE THAT IS 10 DAYS PRIOR TO THE COMPLETION DATE OF THE ARRANGEMENT (THE "DEADLINE") OR IF YOUR DECLARATION WAS NOT PROPERLY MADE WITH RESPECT TO YOUR SHARES, YOU WILL BE DEEMED TO HAVE DECLARED AS A NON-CANADIAN AND WILL BE ISSUED VVS (AS DEFINED HEREIN) FOR THE SHARES YOU HOLD.

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LETTER OF TRANSMITTAL

FOR CLASS A VOTING SHARES AND/OR CLASS B NON-VOTING SHARES OF CORUS ENTERTAINMENT INC.

This Letter of Transmittal is for use by registered holders ("Shareholders") of Class A Voting Shares and/or Class B Non-Voting Shares (collectively, "Shares") of Corus Entertainment Inc. (the "Company" or "Corus") in connection with the proposed plan of arrangement (the "Plan of Arrangement") involving Corus, 17311737 Canada Inc. ("ArrangeCo") and a corporation formed to participate in the Arrangement (as defined below) to be named Corus Entertainment Holdings Inc. ("Newco"), pursuant to Section 192 of the Canada Business Corporations Act (the "Arrangement"), pursuant to which, and in accordance with the terms of the support agreement made as of November 2, 2025, between Corus and certain senior noteholders of Corus supportive of the Arrangement (as it may be amended, the "Support Agreement"), Corus will undergo a recapitalization transaction whereby, among other things, the existing Shares in the capital of Corus will be exchanged for Common Voting Shares ("CVS") and Variable Voting Shares ("VVS", and together with CVS, the "New Shares") in the capital of Newco, in each case, on a 1:1 basis and subject to consolidation, representing, in aggregate, 1% of the issued and outstanding New Shares as at the Effective Date on a non-diluted basis. The Arrangement is being submitted for approval at the meeting of Shareholders to be held on January 30, 2026 (the "Meeting"). Shareholders are referred to the Notice of Special Meeting of Shareholders and Management Information Circular dated January 2, 2026 (the "Circular") prepared in connection with the Meeting, that accompanies this Letter of Transmittal. The terms and conditions of the Plan of Arrangement, which is attached as Appendix "F" to the Circular, are incorporated by reference in this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular. You are strongly encouraged to read the


Circular in its entirety. A copy of the Support Agreement in respect of the Arrangement and a copy of the Circular are available under the Corus' profile on SEDAR+ at www.sedarplus.ca.

This Letter of Transmittal is for use by Registered Shareholders only. Shareholders whose Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Shares.

Under the terms of the Arrangement, as more particularly described in the Circular, to comply with legal requirements relating to Canadian ownership and control of broadcasting undertakings applicable to Corus and Newco, Shareholders are entitled to receive either VVS or CVS for their Shares depending on whether such holder is "Canadian" under the Broadcasting Act. See "Certain Regulatory and Other Matters Relating to the Recapitalization Transaction – Restrictions on Non-Canadian Ownership" in the Circular.

In furtherance of complying with such legal requirements, each Shareholder must complete a residency declaration in the form attached as Box D to this Letter of Transmittal. If you fail to make a proper declaration with respect to your residency prior to the Deadline, or if your declaration was not properly made with respect to your Shares, you will be deemed to have declared as a non-Canadian and will be issued VVS for the Shares you hold.

For purposes of this Letter of Transmittal, "Share Consideration" means the New Shares set out in the Plan of Arrangement, subject to fractional adjustments and consolidation as set forth in the Plan of Arrangement (and as described in the Circular). Following the issuance of the New Shares to Shareholders in exchange for their Shares, all issued and outstanding New Shares will be consolidated on the basis of one New Share for every 500 existing New Shares pursuant to the Plan of Arrangement. See "Description of the Recapitalization Transaction – Share Consolidation" in the Circular.

No fractional New Shares will be issued under the Plan of Arrangement. Where the aggregate number of New Shares to be issued to a Shareholder as consideration under the Plan of Arrangement would result in a fraction of a New Share being issuable, then the number of New Shares to be issued to such Shareholder will be rounded down to the closest whole number.

In order to receive the appropriate number of whole New Shares that a Shareholder is entitled to receive under the Arrangement, Shareholders are required to deposit:

(i) this Letter of Transmittal, properly completed and duly executed;
(ii) the certificate(s) ("Certificate(s)") representing Shares held by them, if any, with TSX Trust (if represented by direct registration statement advice(s), they are not required to be deposited); and
(iii) all other required documents.

Shareholders who do not make the deposit as aforementioned will not receive the Share Consideration to which they are otherwise entitled pursuant to the Arrangement until deposit of such materials is made. Until surrendered as contemplated by Section 3.4 of the Plan of Arrangement, each Certificate that immediately prior to the Effective Time represented Shares, will be deemed after the Effective Time to represent only the right to receive upon such surrender the Share Consideration which the holder is entitled to receive in lieu of such Certificate as contemplated by Section 3.4 of the Plan of Arrangement, less any amounts withheld pursuant to Section 3.12 of the Plan of Arrangement.

Any Certificate formerly representing Shares not duly surrendered on or before the sixth anniversary of the Effective Date will cease to represent a claim by or interest of any former holder of Shares of any kind or nature against or in Corus, ArrangeCo or Newco. Accordingly, Shareholders who do not deliver their Share Certificate(s) and all other required documents to TSX Trust on or before the date which is six (6) years after the Effective Date will lose their right to receive the Share Consideration for their Shares. Any payment made by TSX Trust (or the Company

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or any of its Subsidiaries, as applicable) pursuant to the Plan of Arrangement that has not been deposited or has been returned to TSX Trust (or the Company or any of its Subsidiaries, as applicable) or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment thereunder that remains outstanding on the sixth anniversary of the Effective Time will cease to represent a right or claim of any kind or nature.

Any Letter of Transmittal, once deposited with TSX Trust, shall be irrevocable and may not be withdrawn, unless the Arrangement is not completed and the Support Agreement is terminated in accordance with its terms.

Please note that the delivery of this Letter of Transmittal does not constitute a vote in favor of the Arrangement. To exercise your right to vote at the Meeting, you must attend the Meeting virtually or complete and return the form of proxy or voting instruction form that accompanied the Circular to TSX Trust Company. See "Information Concerning the Meeting and Voting" in the Circular.

Notice to Shareholders regarding U.S. Securities Laws

THE NEW SHARES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES; AND NEITHER THE SEC NOR ANY SUCH STATE REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

THE ISSUANCE AND DISTRIBUTION OF NEW SHARES PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

IF YOU ARE A U.S. SHAREHOLDER (AS DEFINED BELOW), YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, AND COMPLETE THE ATTACHED INTERNAL REVENUE SERVICES ("IRS") FORM W-9 (SEE THE GENERAL INSTRUCTIONS TO THE ENCLOSED IRS FORM W-9 HEREIN) OR, WHERE APPLICABLE, THE APPROPRIATE IRS FORM W-8 (SEE INSTRUCTION 8).

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TO: TSX TRUST COMPANY, at the office set out herein

AND TO: CORUS ENTERTAINMENT INC., 17311737 CANADA INC. AND A CORPORATION TO BE FORMED TO PARTICIPATE IN THE ARRANGEMENT TO BE NAMED CORUS ENTERTAINMENT HOLDINGS INC.

Please read the Circular and the instructions set out below carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than the address set out on the back of this Letter of Transmittal will not constitute a valid delivery. If Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instruction 2.

TSX Trust, or your broker or other financial advisor, can assist you in completing this Letter of Transmittal (see the back page of this document for addresses and telephone numbers). Persons whose Shares are held through a broker, dealer, bank, trust company or other nominee should immediately contact such intermediary for assistance.

In order for Shareholders whose Shares are represented by Certificate(s) to receive the Share Consideration, such Shareholders are required to deposit the Certificate(s) representing the Shares held by them with TSX Trust. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all Certificate(s) for Shares deposited for payment pursuant to the Arrangement.

In connection with the Arrangement, upon the terms and subject to the conditions set forth in the Plan of Arrangement, the undersigned hereby irrevocably deposits with the Depository for transfer upon the Arrangement becoming effective, the enclosed Certificate(s) representing Shares (the "Deposited Shares"), details of which are as follows:

Share Certificate Number or DRS Holder I.D. Name in which Shares are Registered (please fill in exactly as name(s) appear(s) on Share Certificate or DRS advice) Number of Shares Represented by Share Certificate or DRS advice
TOTAL:

Notes:
1. The total of the numbers filled in above must equal the total number of Shares represented by the Certificate(s) enclosed with this Letter of Transmittal.
☐ Some or all of my Certificates have been lost, stolen or destroyed (check box if applicable). See Instruction 6 below for the procedure to replace lost, stolen or destroyed certificates.

It is understood that, upon receipt of this Letter of Transmittal properly completed and duly executed together with the Certificate(s), if any, representing the Deposited Shares and on or following the Effective Date, TSX Trust will deliver to the undersigned the Share Consideration that the undersigned is entitled to receive under the Arrangement, or hold such Share Consideration for pick-up in accordance with the instructions set out below, and any Certificate(s) representing the Deposited Shares shall forthwith be cancelled. It is understood that the delivery of the Share Consideration will be net of any applicable withholdings.

Pursuant to the Plan of Arrangement, Corus, Newco, ArrangeCo and TSX Trust, as applicable, are entitled to deduct and withhold from any consideration otherwise payable or deliverable to any Person under the Plan of Arrangement, such amounts as Corus, Newco, ArrangeCo or TSX Trust, as applicable, are required

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to deduct and withhold, or reasonably determines are required to be deducted and withheld, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. Any such amounts will be deducted and withheld from the amount otherwise payable or deliverable pursuant to the Plan of Arrangement, remitted to the relevant Governmental Entity, and will be treated for all purposes under the Plan of Arrangement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

Pursuant to the Plan of Arrangement, each of Corus, Newco, ArrangeCo or TSX Trust that makes a distribution to any Shareholder under the Plan of Arrangement are authorized to sell or otherwise dispose of such portion of New Shares otherwise issuable to such Shareholder (if any) as is necessary to provide sufficient funds to enable it to comply with its deducting or withholding requirements and such party shall notify the applicable Shareholder and remit any unapplied balance of the net proceeds of such sale to such Shareholder (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, (y) reasonable commissions payable to the broker, and (z) other reasonable costs and expenses). None of Corus, Newco, ArrangeCo or TSX Trust will be liable for any loss arising out of any sale of such New Shares, including any loss relating to the manner or timing of such sales, the prices at which the New Shares are sold or otherwise.

The undersigned registered holder(s) of the above listed Deposited Shares hereby:

  1. Represents and warrants in favour of Corus, Newco, ArrangeCo and TSX Trust that: (i) the undersigned is the registered holder of the Deposited Shares; (ii) such Deposited Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares and that, when the Share Consideration is paid to the undersigned, none of Corus, Newco or ArrangeCo, or any successor thereto will be subject to any adverse claim in respect of such Deposited Shares; (iv) the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Shares, to any other Person; (v) the surrender of the Deposited Shares complies with applicable Laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is accurate; (vii) the jurisdiction of residence of the undersigned is as specified in this Letter of Transmittal; (viii) the undersigned will not, prior to such time, transfer or permit to be transferred any of such Deposited Shares; and (ix) the delivery of the appropriate number of New Shares to the undersigned will completely discharge any and all obligations of Corus, Newco, ArrangeCo and TSX Trust with respect to the matters contemplated by this Letter of Transmittal. These covenants, representations and warranties of the undersigned shall survive the completion of the Arrangement.

  2. Agrees that all questions as to validity, form, eligibility (including timely receipts) and acceptance of any Shares surrendered in connection with the Arrangement shall be determined by Corus in its sole discretion and that such determination shall be final and binding and acknowledges that there is no duty or obligation upon Corus, Newco, ArrangeCo, TSX Trust or any other person to give notice of any defect or irregularity in any such surrender of Shares and no liability will be incurred by any of them for failure to give any such notice.

  3. Acknowledges receipt of the Circular and: (i) understands that whether or not the undersigned delivers the required documentation to TSX Trust, as of the Effective Date, the undersigned will cease to be a Shareholder and, subject to the ultimate expiry identified below, will only be entitled to receive the Share Consideration to which the undersigned is entitled under the Arrangement; and (ii) acknowledges and agrees that failure to surrender any Certificate(s) which formerly represented Shares with all other documents required by this Letter of Transmittal, on or before to the sixth anniversary of the Effective Date will result in such Certificates ceasing to represent a claim by or interest of any former holder of Shares of any kind or nature against or in Corus, ArrangeCo or Newco.

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  1. Acknowledges that Corus, ArrangeCo and Newco may be required to disclose personal information in respect of the undersigned and consents to disclosure of personal information in respect of the undersigned to: (i) securities or other regulatory authorities; (ii) TSX Trust; (iii) any of the parties to the Support Agreement; and (iv) legal counsel to any of the parties to the Support Agreement.

  2. Acknowledges that Corus, ArrangeCo, Newco and TSX Trust, as applicable, are entitled to deduct and withhold from any consideration otherwise payable or deliverable to the undersigned, such amounts as Corus, ArrangeCo, Newco or TSX Trust, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes, and that any such amounts will be deducted, withheld and remitted from the amount otherwise payable or deliverable pursuant to the Plan of Arrangement and will be treated for all purposes under the Plan of Arrangement as having been paid to the undersigned; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

  3. Authorizes each of Corus, ArrangeCo, Newco or TSX Trust that makes a payment to the undersigned under the Plan of Arrangement to sell or otherwise dispose of such portion of New Shares otherwise issuable to the undersigned (if any) as is necessary to provide sufficient funds to enable it to comply with its deducting or withholding requirements, all in accordance with the Plan of Arrangement; acknowledges that such party will notify the undersigned and remit any unapplied balance of the net proceeds of such sale to the undersigned (after deduction for: (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of the undersigned, (y) reasonable commissions payable to the broker, and (z) other reasonable costs and expenses); and acknowledges and agrees that none of Corus, ArrangeCo, Newco or TSX Trust will be liable for any loss arising out of any sale of such New Shares, including any loss relating to the manner or timing of such sales, the prices at which the New Shares are sold or otherwise.

  4. Represents and warrants that the undersigned is either not a U.S. Shareholder (as defined in Box C below) or the undersigned is a U.S. Shareholder and has completed and returned to TSX Trust with this Letter of Transmittal a properly completed and signed IRS Form W-9 or, where applicable, the appropriate IRS Form W-8 (see Instruction 8).

  5. Acknowledges that under no circumstances will any amount be paid by Corus, ArrangeCo, Newco or TSX Trust by reason of any delay in exchanging any Shares to any person on account of Shares accepted in exchange for the Share Consideration pursuant to the Plan of Arrangement.

  6. Except for any proxy deposited with respect to the vote on the Arrangement Resolution in connection with the Meeting, revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited Shares. The undersigned irrevocably constitutes and appoints any officer of Corus, ArrangeCo and Newco, and each of them and any other persons designated by Corus, ArrangeCo or Newco in writing, the true and lawful agent, attorney-in-fact and proxy of the undersigned with respect to the Deposited Shares, with full power of substitution, in the name of and on behalf of the undersigned (such power of attorney being deemed to be an irrevocable power coupled with an interest) to: (i) register or record the transfer of such Deposited Shares on the registers of Corus; and (ii) execute and deliver, as and when requested by Corus, ArrangeCo or Newco, any instruments of proxy, authorization or consent in form and on terms satisfactory to Corus, ArrangeCo and Newco in respect of such Deposited Shares, revoke any such instrument, authorization or consent or designate in such instrument, authorization or consent any person or persons as the proxy of such holder in respect of the Deposited Shares for all purposes, other than in connection with the Meeting.

  7. Acknowledges that the delivery of the Deposited Shares shall be effected and the risk of loss to

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such Deposited Shares shall pass only upon proper receipt thereof by TSX Trust. The undersigned will, upon request, execute any signature guarantees or additional documents deemed by TSX Trust to be reasonably necessary or desirable to complete the transfer of the Deposited Shares.

  1. Understands that the undersigned will not receive payment in respect of the Deposited Shares until after the Arrangement is consummated, the Letter of Transmittal together with the Certificate(s) representing the Deposited Shares owned by the undersigned, if applicable, are received by TSX Trust at the address set forth below, together with such additional documents as TSX Trust may require, and until the same are processed for payment by TSX Trust. It is further understood that under no circumstances will interest accrue or be paid on the consideration payable in respect of the Deposited Shares in connection with the Arrangement.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned instructs Newco and TSX Trust to mail any Certificate(s) representing the New Shares that the undersigned is entitled to receive under the Arrangement for the Deposited Shares as soon as practicable after the Effective Date, by first-class insured mail, postage prepaid, to the undersigned, or to hold such Certificate(s), in accordance with the instructions given below. If no address is specified, the undersigned acknowledges that TSX Trust will forward the Certificate(s) to the last address of the undersigned as shown on the securities register of Corus.

If the Arrangement is not completed or proceeded with, the enclosed Certificate(s) and all other ancillary documents will be returned forthwith to the undersigned at the address set out below in Box A or Box B or, failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register maintained by or on behalf of Corus.

Pursuant to the Plan of Arrangement, no Shareholder will be entitled to receive any interest, dividends, premium or other payment under the Arrangement other than, in respect of Shares, any declared but unpaid dividends with a record date prior to the Effective Date.

By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and each of TSX Trust, Corus, Newco and ArrangeCo shall be deemed to have required that any contract in connection with the delivery of the Deposited Shares pursuant to the Arrangement through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'utilisation d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

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PLEASE COMPLETE ALL BOXES, AS APPROPRIATE

| BOX A
ENTITLEMENT DELIVERY
All Share Consideration will be issued and mailed to your existing registration address unless otherwise stated. If you would like your Share Consideration issued to a different name or address, please complete BOX B and refer to INSTRUCTIONS 2 & 3 below.
☐ MAIL SHARE CONSIDERATION TO ADDRESS ON RECORD (DEFAULT)
☐ MAIL SHARE CONSIDERATION TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)
☐ HOLD SHARE CONSIDERATION FOR PICKUP AT TSX TRUST'S OFFICE:
100 Adelaide Street West, Suite 301
Toronto, Ontario
M5H 4H1
Attention: Corporate Actions | BOX B
ISSUE SHARE CONSIDERATION IN THE NAME OF
☐ CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT)
(NAME)
(STREET NUMBER & NAME)
(CITY AND PROVINCE/STATE)
(COUNTRY AND POSTAL/ZIP CODE)
(TELEPHONE NUMBER - BUSINESS HOURS)
(SOCIAL INSURANCE/SECURITY NUMBER)
IF THIS NAME IS DIFFERENT FROM YOUR REGISTRATION, PLEASE PROVIDE SUPPORTING TRANSFER REQUIREMENTS (SEE INSTRUCTION SECTION 2 & 3 |
| --- | --- |

BOX C

U.S. RESIDENCY DECLARATION

ALL SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR PAYMENT.

The undersigned represents that:

☐ The beneficial owner of the Shares deposited herewith is a U.S. Shareholder.
☐ The beneficial owner of the Shares deposited herewith is not a U.S. Shareholder.

A "U.S. Shareholder" is any Shareholder who: (i) is providing an address in Box B that is located within the United States or any territory or possession thereof, (ii) holds Shares through a "U.S. middleman" within the meaning of Section 1.6049-5(c)(5) of the U.S. Department of the Treasury regulations (generally including, among other things, a U.S. broker), or (iii) is a "U.S. person" for U.S. federal income tax purposes as defined in Instruction 8 below.

If you are a U.S. person or acting on behalf of a U.S. person, you must provide a completed IRS Form W-9 or otherwise provide certification that you are exempt from backup withholding, as provided in the instructions (see Instruction 8 below). If you are not a U.S. person, but you provide an address that is located within the United States, you must complete an appropriate IRS Form W-8, a copy of which is available from TSX Trust upon request. If a completed IRS Form W-9 or IRS Form W-8 is not provided, your payment potentially may be subject to backup withholding of U.S. federal income tax by TSX Trust.


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BOX D

CANADIAN OWNERSHIP DECLARATION

In order for Corus to determine compliance with applicable Canadian ownership requirements, ALL SHAREHOLDERS ARE REQUIRED TO COMPLETE AN OWNERSHIP DECLARATION.

To facilitate compliance with the restrictions on ownership and control of the Shares of Newco pursuant to a CRTC Order (the "CRTC Order") made pursuant to the Broadcasting Act (the "Act") and the Articles and By-Laws of Corus and Newco the undersigned declares and represents that:

☐ The registered holder is Canadian.
☐ The registered holder is Non-Canadian.

"Canadian" and "Non-Canadian" are defined in the CRTC Order, a copy of which follows this declaration.

If I am not the registered holder of the Shares, I have asked for and received the registered holder's authority and advice to execute this Declaration on his or her behalf.

This Declaration is made, conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath and given by virtue of the Canada Evidence Act or the U.S. Federal Rules of Evidence, as applicable.


Copy Of CRTC Order

Direction to the CRTC (Ineligibility of Non-Canadians) SOR/97-192 BROADCASTING ACT

Whereas, pursuant to subsection 26(4) of the Broadcasting Act, the Minister of Canadian Heritage has consulted with the Canadian Radio-television and Telecommunications Commission with regard to the annexed Direction to the CRTC (Ineligibility of Non-Canadians);

Therefore, His Excellency the Governor General in Council, on the recommendation of the Minister of Canadian Heritage, pursuant to subsection 26(1) of the Broadcasting Act, hereby issues the annexed Direction to the CRTC (Ineligibility of Non-Canadians).

INTERPRETATION

  1. The definitions in this section apply in this Direction.

"acquiring corporation" means a corporation referred to in paragraph 17(2)(a) of the Canadian Telecommunications Common Carrier Ownership and Control Regulations as they read on October 25, 1994, registered as SOR/94-667. (acquéreur)

"affiliate corporation" means, in relation to a qualified successor,

(a) a Canadian carrier referred to in subsection 16(2) of the Telecommunications Act or any of its subsidiary corporations;
(b) an acquiring corporation or any of its subsidiary corporations; or
(c) a corporation that controls the corporations referred to in paragraphs (a) and (b), or any of its subsidiary corporations. (société affiliée)

"Canadian" means

(a) a citizen within the meaning of subsection 2(1) of the Citizenship Act who is ordinarily resident in Canada;
(b) a permanent resident within the meaning of subsection 2(1) of the Immigration Act who is ordinarily resident in Canada and has been ordinarily resident in Canada for not more than one year after the date on which that person first became eligible to apply for Canadian citizenship;
(c) a Canadian government, whether federal, provincial or local, or an agency thereof, subject to the Direction to the CRTC (Ineligibility to Hold Broadcasting Licences);
(d) a corporation without share capital where a majority of its directors are appointed or designated, either by their personal names or by their names of office, by one or more of the following, namely,

(i) a federal or provincial statute or any regulation made thereunder,
(ii) the Governor in Council or the lieutenant governor in council of a province, and
(iii) a minister of the Crown in right of Canada or a province;

(e) a qualified corporation;
(f) a qualified mutual insurance company;
(g) a qualified pension fund society;
(h) a qualified cooperative; or
(i) a qualified successor

(i) for the purpose of holding a broadcasting distribution undertaking licence, or
(ii) for the purpose of beneficially owning, directly or indirectly, 50 per cent or less of all the issued and outstanding voting shares, and 50 per cent or less of the votes, of a qualified corporation that holds a broadcasting licence for a distribution undertaking only. (Canadian)

"control" means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, an agreement or arrangement, the ownership of a corporation or otherwise. (contrôle)

"director" means a person who is a member of the board of directors of a corporation or, where the corporation has no directors, a person performing functions that are similar to the functions performed by directors. (administrateur)

"independent member" means a person who is not an officer or employee of, or a contractor who provides goods or services to, a qualified successor or any of its affiliate corporations, who is not a director of any affiliate corporations of the qualified successor, and in respect of whom there are no considerations that could reasonably be anticipated to interfere with the person's ability to act in the best interests of the qualified successor. (membre independent)

"non-Canadian" means a person or entity that is not a Canadian. (non-Canadian)

"qualified cooperative" means a cooperative, not less than 80 per cent of the members of which are Canadians, that is established under an Act of Parliament or under any provincial legislation that relates to the establishment of cooperatives. (coopérative qualifiée)

"qualified corporation" means a corporation incorporated or continued under the laws of Canada or a province, where

(a) the chief executive officer or, where the corporation has no chief executive officer, the person performing functions that are similar to the functions performed by a chief executive officer, and not less than 80 per cent of the directors are Canadians;
(b) in the case of a corporation having share capital, Canadians beneficially own and control, directly or indirectly, in the aggregate and otherwise than by way of security only, not less than 80 per cent of all the issued and outstanding voting shares of the corporation and not less than 80 per cent of the votes; and
(c) in the case of a corporation that is a subsidiary corporation,

(i) the parent corporation is incorporated or continued under the laws of Canada or a province,
(ii) Canadians beneficially own and control, directly or indirectly, in the aggregate and otherwise than by way of security only, not less than 66 2/3 per cent of all of the issued and outstanding voting shares of the parent corporation and not less than 66 2/3 per cent of the votes, and
(iii) the parent corporation or its directors do not exercise control or influence over any programming decisions of the subsidiary corporation where

(A) Canadians beneficially own and control, directly or indirectly, in the aggregate and otherwise than by way of security only, less than 80 per cent of the issued and outstanding voting shares of the parent corporation and less than 80 per cent of the votes,
(B) the chief executive officer of the parent corporation or, where the parent corporation has no chief executive officer, the person performing functions that are similar to the functions performed by a chief executive officer is a non-Canadian, or
(C) less than 80 per cent of the directors of the parent corporation are Canadian. (personne morale qualifiée)

"qualified mutual insurance company" means a mutual insurance company, the head office and principal place of business of which are in Canada and not less than 80 per cent of the board of directors and of each committee of the directors of which are Canadians. (société mutuelle d'assurance qualifiée)

"qualified pension fund society" means a pension fund society, not less than 80 per cent of the board of directors of which and of each committee of the directors of which are Canadians, and that is established under An Act to incorporate the Guarantee and Pension Fund Society of the Dominion Bank, S.C. 1887, c. 55, An Act to incorporate the Pension Fund Society of the Bank of Montreal, S.C. 1885, c. 13, the Pension Fund Societies Act, R.S., 1985, c. P-8, or under any provincial legislation that relates to the establishment of pension fund societies. (société de caisse de retraite qualifiée)

"qualified successor" means a corporation referred to in paragraph 17(2)(b) or (c) of the Canadian Telecommunications Common Carrier Ownership and Control Regulations as they read on October 25, 1994, registered as SOR/94-667, incorporated or continued under the laws of Canada or a province and directly controlled by a Canadian carrier referred to in subsection 16(2) of the Telecommunications Act, or by its acquiring corporation, where

(a) the control of the Canadian carrier and its acquiring corporation has remained unchanged since the date of the coming into force of this Direction;
(b) the chief executive officer of the corporation or, where the corporation has no chief executive officer, the person performing functions that are similar to the functions performed by a chief executive officer, and all its directors are Canadians;
(c) all the voting shares of the corporation that are not beneficially owned and controlled by the Canadian carrier or its acquiring corporation are beneficially owned and controlled by Canadians;
(d) in the case of a corporation referred to in subparagraph (i)(ii) of the definition "Canadian", all the voting shares of the qualified corporation that are not beneficially owned by the corporation are beneficially owned and controlled by Canadians;
(e) the corporation operates only in the operating territory of the Canadian carrier;
(f) the corporation does not beneficially own, directly or indirectly, voting shares of a corporation that holds a broadcasting distribution undertaking licence and that operates outside of the operating territory of the Canadian carrier;
(g) the directors of the corporation and its officers have complete and exclusive control over all programming decisions and

(i) at least 33 1/3 per cent of the directors are independent members, and
(ii) a quorum at any meeting of the directors or of any committee of the directors must include at least one independent member; and
(h) no parent corporation or affiliate corporation of the corporation exercises any control or influence over any programming decisions of the corporation. (ayant droit qualifié)

"subsidiary corporation" means a corporation that is controlled by another corporation. (filiale)

"voting share" means a share of any class of shares of a corporation carrying voting rights under all circumstances or by reason of any event that has occurred and is continuing or by reason of a condition that has been fulfilled, and includes

10


(a) a security that is convertible into such a share at the time a calculation of the percentage of shares owned and controlled by Canadians is made; and
(b) an option or a right to acquire such a share, or the security referred to in paragraph (a), that is exercisable at the time the calculation referred to in that paragraph is made. (action avec droit de vote)

DIRECTION

  1. The Canadian Radio-television and Telecommunications Commission is hereby directed that no broadcasting licence may be issued, and no amendments or renewals thereof may be granted, to an applicant that is a non-Canadian.
  2. Where the Canadian Radio-television and Telecommunications Commission determines that an applicant is controlled by a non-Canadian, whether on the basis of personal, financial, contractual or business relations or any other considerations relevant to determining control, other than the beneficial ownership and control of the voting shares of a qualified successor by a Canadian carrier or its acquiring corporation, the applicant is deemed to be a non-Canadian.

REPEAL

  1. The Direction to the CRTC (Ineligibility of Non-Canadians) is repealed.

COMING INTO FORCE

  1. This Direction comes into force on April 8, 1997.

11


| BOX E – SIGNATURE GUARANTEE
(if required under Instruction 3)
Signature guaranteed by: | BOX F – SIGNATURE
Dated: _________ |
| --- | --- |
| Authorized Signature | Signature of Shareholder or Authorized Representative |
| Name of Guarantor (please print or type) | Signature of any Joint Holder |
| Address (please print or type) | Name of Shareholder |
| Area Code and Telephone Number | Name of Authorized Representative |
| | Area Code and Daytime Telephone Number |
| | Email Address |

12


Form W-9 (Rev. March 2024)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer Identification Number and Certification
Go to www.irs.gov/FormW9 for instructions and the latest information.
Give form to the requester. Do not send to the IRS.

Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.

| Print or type.
See Specific Instructions on page 3. | 1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name on line 2.) | | |
| --- | --- | --- | --- |
| | 2 Business name/disregarded entity name, if different from above. | | |
| | 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes.
☐ Individual/sole proprietor ☐ C corporation ☐ S corporation ☐ Partnership ☐ Trust/estate
☐ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership)
Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner.
☐ Other (see instructions) | | 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
Exempt payee code (if any)
Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any)
(Applies to accounts maintained outside the United States.) |
| | 5 Address (number, street, and apt. or suite no.). See instructions. | Requester's name and address (optional) | |
| | 6 City, state, and ZIP code | | |
| | 7 List account number(s) here (optional) | | |

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter.

Social security number
- -
or
Employer identification number
-

Part II Certification

Under penalties of perjury, I certify that:

  1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
  2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
  3. I am a U.S. citizen or other U.S. person (defined below); and
  4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Here Signature of U.S. person Date

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

What's New

Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification.

New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they

Cat. No. 10231X
Form W-9 (Rev. 3-2024)


must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

  • Form 1099-INT (interest earned or paid).
  • Form 1099-DIV (dividends, including those from stocks or mutual funds).
  • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds).
  • Form 1099-NEC (nonemployee compensation).
  • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers).
  • Form 1099-S (proceeds from real estate transactions).
  • Form 1099-K (merchant card and third-party network transactions).
  • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition).
  • Form 1099-C (canceled debt).
  • Form 1099-A (acquisition or abandonment of secured property).

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

By signing the filled-out form, you:

  1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued);

  2. Certify that you are not subject to backup withholding; or

  3. Claim exemption from backup withholding if you are a U.S. exempt payee; and

  4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and

  5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

  • An individual who is a U.S. citizen or U.S. resident alien;
  • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;
  • An estate (other than a foreign estate); or
  • A domestic trust (as defined in Regulations section 301.7701-7).

Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441--1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.

The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.

  • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity.
  • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust.
  • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust.

See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

  1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

  2. The treaty article addressing the income.

  3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

  4. The type and amount of income that qualifies for the exemption from tax.

  5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

  1. You do not furnish your TIN to the requester;

  2. You do not certify your TIN when required (see the instructions for Part II for details);

  3. The IRS tells the requester that you furnished an incorrect TIN;

  4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or

  5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled-out form” above (for reportable interest and dividend accounts opened after 1983 only).


Form W-9 (Rev. 3-2024)
Page 3

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier.

What Is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

  • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application.

  • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as" (DBA) name on line 2.

  • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

  • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2.

  • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2.

Line 3a

Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a.

IF the entity/individual on line 1 is a(n) . . . THEN check the box for . . .
• Corporation Corporation.
• Individual or
• Sole proprietorship Individual/sole proprietor.
• LLC classified as a partnership for U.S. federal tax purposes or
• LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation Limited liability company and enter the appropriate tax classification:
P = Partnership,
C = C corporation, or
S = S corporation.
• Partnership Partnership.
• Trust/estate Trust/estate.

Line 3b

Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b.

Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply.

Line 4 Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

  • Generally, individuals (including sole proprietors) are not exempt from backup withholding.
  • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.
  • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions.
  • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).


Form W-9 (Rev. 3-2024)
Page 4

2—The United States or any of its agencies or instrumentalities.
3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
4—A foreign government or any of its political subdivisions, agencies, or instrumentalities.
5—A corporation.
6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory.
7—A futures commission merchant registered with the Commodity Futures Trading Commission.
8—A real estate investment trust.
9—An entity registered at all times during the tax year under the Investment Company Act of 1940.
10—A common trust fund operated by a bank under section 584(a).
11—A financial institution as defined under section 581.
12—A middleman known in the investment community as a nominee or custodian.
13—A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . . THEN the payment is exempt for . . .
• Interest and dividend payments All exempt payees except for 7.
• Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
• Barter exchange transactions and patronage dividends Exempt payees 1 through 4.
• Payments over $600 required to be reported and direct sales over $5,000¹ Generally, exempt payees 1 through 5.²
• Payments made in settlement of payment card or third-party network transactions Exempt payees 1 through 4.

¹ See Form 1099-MISC, Miscellaneous Information, and its instructions.
² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) entered on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37).
B—The United States or any of its agencies or instrumentalities.
C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i).
E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i).

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state.
G—A real estate investment trust.
H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940.
I—A common trust fund as defined in section 584(a).
J—A bank as defined in section 581.
K—A broker.
L—A trust exempt from tax under section 664 or described in section 4947(a)(1).
M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan.

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter "NEW" at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.


Form W-9 (Rev. 3-2024)
Page 5

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

  1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

  2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

  3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

  4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

  5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account: Give name and SSN of:
1. Individual The individual
2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account^{1}
3. Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account
4. Custodial account of a minor (Uniform Gift to Minors Act) The minor^{2}
5. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee^{1}
b. So-called trust account that is not a legal or valid trust under state law The actual owner^{1}
6. Sole proprietorship or disregarded entity owned by an individual The owner^{3}
7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))^{**} The grantor^{*}
For this type of account: Give name and EIN of:
--- ---
8. Disregarded entity not owned by an individual The owner
9. A valid trust, estate, or pension trust Legal entity^{4}
10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation
11. Association, club, religious, charitable, educational, or other tax-exempt organization The organization
12. Partnership or multi-member LLC The partnership
13. A broker or registered nominee The broker or nominee
14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity
15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))^{**} The trust
  1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

  2. Circle the minor's name and furnish the minor's SSN.

  3. You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

  4. List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

  5. Note: The grantor must also provide a Form W-9 to the trustee of the trust.

** For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

  • Protect your SSN,
  • Ensure your employer is protecting your SSN, and
  • Be careful when choosing a tax return preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.


Form W-9 (Rev. 3-2024)
Page 6

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www IdentityTheft.gov and Pub. 5027.

Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.


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INSTRUCTIONS

1. Use of Letter of Transmittal

(a) Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal.

(b) For you to make a valid declaration as to your residency, you must sign and return this Letter of Transmittal and return it, together with Certificate(s) representing the Shares and any additional documents that may be required, to TSX Trust at the address set out on the back of this Letter of Transmittal, which must be received by TSX Trust prior to the Deadline. If your Ownership Declaration set forth in Box D was not properly made with respect to your Shares, you will be deemed to have declared as a non-Canadian and will be issued VVS for the Shares you hold. Any Letter of Transmittal, once deposited with TSX Trust, shall be irrevocable and may not be withdrawn, unless the Arrangement is not completed and the Support Agreement is terminated in accordance with its terms.

(c) The method used to deliver this Letter of Transmittal and any accompanying Certificate(s) representing Shares and all other required documents is at the option and risk of the Shareholder, and delivery will be deemed effective only when such documents are actually received. Corus recommends that the necessary documentation be hand delivered to TSX Trust at the addresses set out on the back of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Shareholders whose Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Shares. Delivery of this Letter of Transmittal to an address other than the address set out on the back of this Letter of Transmittal will not constitute a valid delivery.

(d) Corus reserves the right, if it so elects in its absolute discretion, to instruct TSX Trust to waive any defect or irregularity contained in any Letter of Transmittal and/or any accompanying documents received by it.

(e) If the Share Consideration is to be issued in the name of a person other than the person(s) signing this Letter of Transmittal or if the Share Consideration or any Certificate(s) representing Shares not surrendered are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown in Box B, the appropriate boxes on this Letter of Transmittal should be completed (Box A and Box B).

2. Signatures

This Letter of Transmittal must be completed and signed by the registered holder of Shares or by such holder's duly authorized representative (in accordance with Instruction 4 below).

(a) If this Letter of Transmittal is signed by the registered owner(s) of the Deposited Shares, such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or, where applicable, as written on the face of accompanying Certificate(s), without any change whatsoever, and any such Certificate(s) need not be endorsed. If the Deposited Shares are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

(b) If this Letter of Transmittal is completed in respect of Shares deposited for the account of an Eligible Institution (defined below), the signature is not required to be guaranteed.


(c) If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Deposited Shares, or if the Certificate(s) representing New Shares are to be issued to a person other than the registered owner(s):

(i) any deposited Certificate(s) for the Deposited Shares must be endorsed or be accompanied by an appropriate share transfer power of attorney, in either case, duly and properly completed by the registered owner(s); and

(ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the Certificate(s) and must be guaranteed by an Eligible Institution, as noted in Instruction 3 below.

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Deposited Shares or if the Share Consideration is to be issued in a name other than the registered holder(s) shown on the securities register maintained by or on behalf of Corus, such signature must be guaranteed by an Eligible Institution (see below), or in some other manner satisfactory to TSX Trust (except that no guarantee is required if the signature is that of an Eligible Institution).

No signature guarantee is required on this Letter of Transmittal if this Letter of Transmittal is signed by the registered holder(s) of the Deposited Shares.

An "Eligible Institution" means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Canadian Investment Regulatory Organization, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Corus or TSX Trust, at their discretion, may require additional evidence of authority or additional documentation.

5. Delivery Instructions

All Certificate(s) to be issued in exchange for the Deposited Shares will be issued in the name of the person indicated in Box B and delivered to the address indicated in Box B (unless Box A has been checked). If any Certificate(s) are to be held for pick-up at the offices of TSX Trust, check the appropriate box in Box A. If neither Box A nor Box B is completed, any new Certificate(s) issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and will be mailed to the address of the registered holder of the Deposited Shares as it appears on the register of Corus. Any Certificate(s) mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

6. Lost, Stolen or Destroyed Certificates

If a Share certificate has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss to TSX Trust. TSX Trust will respond with the replacement requirements in accordance with the Plan of Arrangement.

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  1. Return of Certificates

If the Arrangement does not proceed for any reason, any Certificate(s) representing Shares received by TSX Trust will be returned to you forthwith in accordance with your delivery instructions in Box A or Box B, or failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register maintained by or on behalf of Corus.

  1. IRS Forms

If you are a U.S. person (as defined below), you must provide a completed IRS Form W-9. If a completed IRS Form W-9 is not provided, or if the correct U.S. taxpayer identification number ("TIN") is not provided on such form, or if any other information is not correctly provided, payments made with respect to the Shares may be subject to U.S. federal backup withholding of 24% by TSX Trust. For the purposes of this Letter of Transmittal, a "U.S. person" means: a beneficial owner of Shares that, for U.S. federal income tax purposes, is (a) a citizen or resident (including a green card holder or lawful permanent resident) of the United States, (b) a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States or any political subdivision thereof, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a United States court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (e) a partnership, limited liability company or other entity classified as a partnership for U.S. federal income tax purposes that is created or organized in or under the laws of the United States or any political subdivision thereof.

Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the IRS.

Certain persons (including, among others, corporations, certain "not-for-profit" organizations, and certain non-U.S. persons) are not subject to backup withholding. Shareholders are urged to consult their tax advisor as to the shareholder's qualification for an exemption from backup withholding and the procedure for obtaining such exemption.

The TIN for an individual U.S. citizen or resident is the individual's social security number or individual taxpayer identification number.

Failure to furnish TIN — If you fail to furnish your correct TIN, you may be subject to a penalty of U.S.$50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

If you are a U.S. Shareholder and are not a U.S. person, you may be subject to backup withholding on payments received pursuant to the Arrangement, unless you return a completed IRS Form W-8ECI, W-8IMY, W-8BEN or W-8BEN-E, as appropriate, a copy of which is available from TSX Trust upon request.

  1. Privacy Notice

TSX Trust is committed to protecting your personal information. In the course of providing services to you and its corporate clients, TSX Trust receives non-public personal information about you-from transactions TSX Trust performs for you, forms you send to TSX Trust, other communications TSX Trust have with you or your representatives, etc. This information could include your name, contact details (such as residential address, correspondence address, email address), social insurance number, survey responses, securities holdings and other financial information. TSX Trust uses this to administer your account, to better serve your and its clients' needs and for other lawful purposes relating to its services. TSX Trust may transfer

21


personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Where TSX Trust shares your personal information with other companies to provide services to you, TSX Trust ensures they have adequate safeguards to protect your personal information. TSX Trust also ensures the protection of rights of data subjects under the General Data Protection Regulation, where applicable. TSX Trust has prepared a privacy code relating to information practices and privacy protection, which can be obtained by sending a written request to TSX Trust at the following address: Chief Privacy Officer, TSX Trust Company, 301-100 Adelaide St. West, Toronto, Ontario, M5H 4H1. TSX Trust will use the information provided on this form in order to process the Registered Shareholder's request and will treat the Registered Shareholder's signature(s) on this form as his, her or its consent to the above.

10. Payment Entitlement Pickup Locations

Entitlements may be picked up at applicable TSX Trust office locations with counter services. Pick-up instructions must be selected in Box A. Below is the applicable TSX Trust office location:

100 Adelaide Street West, Suite 301

Toronto, Ontario

M5H 4H1

Attention: Corporate Actions

11. Direct Registration System

New Shares issuable under the Plan of Arrangement will not be represented by share certificates but will be issued in the Direct Registration System, or DRS. The DRS is a system that allows you to hold your New Shares in "book-entry" form without having a physical share certificate issued as evidence of ownership. Instead, your New Shares will be held in your name and registered electronically in Newco's records, which will be maintained by its transfer agent, TSX Trust Company. The Direct Registration System eliminates the need for shareholders to safeguard and store certificate(s), it avoids the significant cost of a surety bond for the replacement of, and the effort involved in replacing, physical certificate(s) that might be lost, stolen or destroyed and it permits/enables electronic share transactions. Upon completion of the Arrangement, you may receive an initial DRS Statement acknowledging the number of New Shares you hold in your DRS account. Each time you have any movement of shares into or out of your DRS account, you will be mailed an updated DRS Statement. You may request a statement at any time by contacting TSX Trust Company or by accessing your account online at https://www.tsxtrust.com/. At any time, you may request a share certificate for all or a portion of the New Shares held in your DRS account. Simply contact TSX Trust Company with your request. A share certificate for the requested number of New Shares will be sent to you by first-class mail upon receipt of your instructions, at no cost to you. For more information about DRS, please contact TSX Trust Company at 1-800-387-0825 (toll free within Canada and the U.S.) or (416) 682-3860 (outside of Canada and the U.S.) or visit TSX Trust Company on-line at https://www.tsxtrust.com/.

12. Miscellaneous

(a) If the space on this Letter of Transmittal is insufficient to list all separate registrations of Deposited Shares held by the same registered owner(s), the details of additional Deposited Shares may be included on a separate signed list affixed to this Letter of Transmittal.

(b) If Shares are registered in different forms (e.g., "John Doe" and "J. Doe") a separate Letter of Transmittal should be signed for each different registration.

(c) No alternative, conditional or contingent deposits of Shares will be accepted. All depositing holders of Shares by execution of this Letter of Transmittal or a facsimile of an originally signed facsimile copy hereof waive any right to receive any notice of the acceptance of deposited Shares, except as required by applicable law.

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(d) Additional copies of the Letter of Transmittal may be obtained from TSX Trust at the address set out on the back of this Letter of Transmittal.

(e) Corus reserves the right, if it so elects, in its absolute discretion, to instruct TSX Trust to waive or not to waive any and all defects or irregularities in any Letter of Transmittal or other document and any such waiver or non-waiver will be binding upon the affected Shareholders. The granting of a waiver to one or more Shareholders does not constitute a waiver for any other Shareholders. Corus, Newco and ArrangeCo reserve the right to demand strict compliance with the terms of the Letter of Transmittal and the Arrangement. No deposit of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. There shall be no duty or obligation on Corus, Newco, ArrangeCo or TSX Trust or any other person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give such notice. Corus' interpretation of the terms and conditions of the Plan of Arrangement, the Circular and this Letter of Transmittal will be final and binding.

(f) Under no circumstances will any amount be paid by Corus, Newco, ArrangeCo or TSX Trust by reason of any delay in exchanging any Shares to any person on account of Shares accepted in exchange for the Share Consideration pursuant to the Plan of Arrangement.

(g) Any questions should be directed to TSX Trust at 1-800-387-0825 (toll-free within North America) or outside of North America at 416-682-3860 or by e-mail to [email protected]. Non-registered Shareholders may also contact their local broker, dealer, commercial bank, Canadian chartered bank, trust company or other intermediary for assistance.

(h) The representations made by the Shareholder in this Letter of Transmittal will survive the Effective Date.

(i) This Letter of Transmittal shall be governed by, and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

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TMX | TSX Trust

OFFICE OF THE TSX TRUST COMPANY:

TSX TRUST COMPANY
By Registered Mail, Mail, Hand or Courier

Toronto:
100 Adelaide Street West, Suite 301
Toronto, Ontario
M5H 4H1
Attention: Corporate Actions

Securities Counter hours:
8:30 am to 5:00 pm EST - business days only

Inquiries:
8:30 am to 5:00 pm EST - business days only
North American Toll Free: 1-800-387-0825
Telephone: 416-682-3860
E-Mail: [email protected]

Delivery of this Letter of Transmittal to an address other than as set forth above does not constitute a valid delivery.