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Corus Entertainment Inc. Proxy Solicitation & Information Statement 2024

Dec 9, 2024

44889_rns_2024-12-09_b37fb3c4-92e1-4751-adb7-f4c66739c4f3.pdf

Proxy Solicitation & Information Statement

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corus.

THIS PROXY IS SOLICITED BY MANAGEMENT OF CORUS ENTERTAINMENT INC. (THE "COMPANY") FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY (THE "MEETING") TO BE HELD VIA LIVE WEBCAST ONLINE AT https://meetings.lumiconnect.com/400-371-770-013, ON THURSDAY JANUARY 16, 2025 AT 3:00 P.M. (EST) AND AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

The undersigned holder of Class A participating shares of the Company hereby appoints Heather A. Shaw of Calgary, Alberta, or failing her, John Gossling of Toronto, Ontario, or Troy Reeb of Oakville, Ontario or instead of any of the foregoing, the person named below as the nominee of the undersigned to attend and act for the undersigned at the Annual General Meeting of Shareholders of the Company to be held via live webcast online at https://meetings.lumiconnect.com/400-371-770-013, on Thursday the 16th day of January, 2025 at 3:00 p.m. (EST) and at any adjournment or postponement thereof in the same manner, to the same extent and with the same power as if the undersigned were present at the said Meeting, and any adjournments or postponements thereof; and without limiting the general authorization and powers hereby given, that the undersigned shareholder specifies and directs the persons above or below named that the shares registered in the name of the undersigned shall be voted in the manner as set out herein.

Print the name of the person you are appointing if this person is someone other than the individuals listed above

Note: Shareholders appointing a proxyholder other than the management designees must contact TSX Trust Company by going to www.tsxtrust.com/control-number-request to complete and submit the electronic form or by calling 1-866-751-6315 (within North America) no later than 3:00 p.m. EST on January 14, 2025, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable, and provide TSX Trust Company with the required information for their proxyholder so that TSX Trust Company may provide the proxyholder with a control number via email. This control number will allow your proxyholder to log in and vote at the Meeting. Without a control number, your proxyholder will only be able to log into the Meeting as a guest and will not be able to vote or submit questions at the Meeting.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES

  1. Election of Directors
FOR AGAINST
01 Heather A. Shaw
02 Fernand Bélisle
03 Charmaine Crooks
04 Mark Hollinger
05 Barry L. James
06 Margaret O'Brien
07 Julie M. Shaw
FOR WITHHOLD
  1. The adoption of a resolution in respect of the appointment of Ernst & Young LLP as auditors of the Company and Authorization of the directors to fix the Remuneration of such auditors.
FOR
AGAINST
  1. To consider and, if deemed fit, approve a resolution amending section 6 of the Company's By-Laws to remove the requirement that the chief executive officer(s) must also be a member of the Board of Directors.

Unless otherwise indicated above, this proxy is to be voted FOR each of the resolutions including the election of directors, the appointment of auditors, and the By-Law amendment. If any amendments or variations to matters identified in the Notice of Meeting are proposed at the Meeting or if any other matters properly come before the Meeting, discretionary authority is hereby conferred with respect thereto.

The undersigned hereby revokes any proxies previously given with respect to the Meeting.

Signature of holder of Class A participating shares

Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 3:00 p.m. (EST) on January 14, 2025, or if the meeting is adjourned or postponed, not less than 48 hours prior to such adjournment or postponement (excluding Saturdays, Sundays and holidays).

Virtual Meeting Website Address: https://meetings.lumiconnect.com/400-371-770-013
Password: corus2025 (case sensitive)


corus.

Notes:

  1. This form of proxy is for use of holders of Class A participating shares only.
  2. This proxy is solicited on behalf of the management of the Company.
  3. A holder of Class A participating shares has the right to appoint a proxy holder (who need not be a shareholder) to attend and act for him/her on his/her behalf at the Meeting other than the person(s) designated above. To exercise this right, the holder of Class A participating shares may insert the name of the desired person in the blank space provided above and strike out the other name(s) or may submit another appropriate proxy.
  4. This proxy should be dated and signed in the exact manner as the name(s) appear on the proxy. If the shares are registered in the name of more than one owner (for example, joint owners, trustees, executors), then all registered owners should sign this form. If the shares are registered in the name of a corporation or other form of legal entity, this form must be signed by the authorized attorney or officer. If a proxy is signed by a person acting as an authorized attorney or officer or in some other representative capacity, documentation evidencing qualification and authority to act may be required. If this form of proxy is not dated, it will be deemed to bear the date on which it is mailed by the holder of Class A participating shares.
  5. In order for this proxy to be effective, it must be deposited at the offices of Proxy Department, TSX Trust Company, P.O. Box 721, Agincourt, Ontario M1S 0A1, not less than 48 hours (excluding Saturdays, Sundays and holidays), before the time fixed for the Meeting or any adjournment or postponement thereof.
  6. If this proxy is duly deposited with TSX Trust Company, the shares represented thereby will be voted for, voted against or withheld from voting as directed by the holder of Class A participating shares, but if no direction is made, they will be voted in favour of the above matters. If the holder of Class A participating shares specifies in this proxy with respect to any matters to be acted upon, such shares shall, in the event of a poll on such matters, be voted in accordance with the specifications so made. This proxy confers discretion on the proxyholder with respect to amendments to matters identified in the notice of the Meeting and other matters that may properly come before the meeting.
  7. This proxy should be read in conjunction with the accompanying documentation.
  8. As a shareholder you have the right to appoint a person, who need not be a shareholder of the Company, to attend and act on your behalf at the Meeting. This right may be exercised by inserting such other person's name in the blank space provided (see reverse) and striking out the names of the persons designated by the Company on the reverse side and by delivering the completed form of proxy to the Company as indicated in this form. In addition, shareholders appointing a proxyholder other than the management designees must also contact TSX Trust Company by going to www.tsxtrust.com/control-number-request or by calling 1-866-751-6315 (within North America) no later than 3:00 p.m. EST on January 14, 2025, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable, and provide TSX Trust Company with the required information for their proxyholder so that TSX Trust Company may provide the proxyholder with a control number via email. This control number will allow your proxyholder to log in and vote at the Meeting. Without a control number, your proxyholder will only be able to log into the Meeting as a guest and will not be able to vote or submit questions at the Meeting.

How to Vote

INTERNET

  • Go to www.meeting-vote.com
  • Cast your vote online
  • View Meeting documents

To vote by Internet you will need your 13-digit control number. If you vote by Internet do not return this proxy.

To vote using your smartphone, please scan this QR Code

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MAIL, FAX or EMAIL

  • Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company
P.O. Box 721
Agincourt, ON M1S 0A1

  • You may alternatively fax your proxy to 416-595-9593 or scan and email to [email protected]

Please visit services.tsxtrust.com/edelivery and enrol to receive all future investor documents electronically.

All proxies must be received by 3:00 p.m. (EST) on January 14, 2025, or if the meeting is adjourned or postponed, not less than 48 hours prior to such adjournment or postponement (excluding Saturdays, Sundays and holidays).