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Corus Entertainment Inc. — Proxy Solicitation & Information Statement 2026
Jan 8, 2026
44889_rns_2026-01-08_63e016df-bf69-4b36-a4df-8860204a2951.pdf
Proxy Solicitation & Information Statement
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CORUS ENTERTAINMENT INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that, pursuant to an order (the “Interim Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated December 17, 2025 a special meeting (the “Shareholders’ Meeting”) of the holders (the “Shareholders”) of the Class A Voting Shares (the “Class A Voting Shares”) and the Class B Non-Voting Shares (the “Class B Non-Voting Shares”), in each case, in the capital of Corus Entertainment Inc. (“Corus” or the “Corporation”) will be held virtually via online webcast at www.virtualshareholdermeeting.com/cjr2026sm, on Friday, January 30, 2026 at 11:00 a.m. (Toronto time) to, among other things:
- consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Shareholders’ Arrangement Resolution”), the full text of which is set out in Appendix B to the accompanying management information circular dated January 2, 2026 (the “Circular”), of the holders of Class A Voting Shares and Class B Non-Voting Shares, voting separately as a class, approving an arrangement (the “Arrangement”) pursuant to Section 192 of the CBCA involving the Corporation, which Arrangement is more particularly described in the Circular; and
- transact such further and other business as may properly come before the Shareholders’ Meeting or the reconvening of any adjournment or postponement thereof.
AND NOTICE IS HEREBY GIVEN that the Court has been advised that its order approving the Arrangement, if granted, will constitute the basis for an exemption from the registration requirements of the United States Securities Act of 1933, as amended, as provided by Section 3(a)(10) thereof, with respect to the issuance of securities pursuant to the Arrangement.
Corus reserves the right, in its sole discretion, to withdraw the Shareholders’ Arrangement Resolution from being put before the Shareholders’ Meeting.
Entitlement to Vote
The record date for entitlement to notice of, and to vote at, the Shareholders’ Meeting is 5:00 p.m. (Toronto time) on December 24, 2025 (the “Record Date”). At the Shareholders’ Meeting, each Shareholder as of the Record Date will have one vote for each Class A Voting Share held as at the Record Date for purposes of all matters to be considered and approved at the Shareholders’ Meeting. In addition, each Shareholder as of the Record Date will have one vote for each Class B Non-Voting Share held as at the Record Date solely for the purpose of voting upon the Arrangement Resolution. Under the Corporation’s by-laws, a quorum for the transaction of business at any meeting of Shareholders is one or more persons holding 25% of outstanding voting shares present in person, each being a Shareholder entitled to vote at the meeting or a duly appointed proxyholder or representative for a Shareholder so entitled, irrespective of the number of shares held by such persons. Pursuant to the Interim Order, and notwithstanding the Corporation’s by-laws, quorum for the Shareholders’ Meeting is set at, in respect of each of the Class A Voting Shares and the Class B Non-Voting Shares, two or more persons entitled to vote at the Shareholders’ Meeting, each present in person or represented by proxy, pursuant to the Interim Order.
Delivery
The Circular, this notice (“Notice”), and, as applicable, the form of Shareholder proxy (the “Shareholder Proxy”), the form of Shareholder voting instruction form (“VIF”) and a letter of transmittal (collectively, the “Shareholder Meeting Package”) are being mailed to Shareholders of record as of 5:00 p.m. (Toronto time) on the Record Date and are available online under the Corporation’s profile on SEDAR+ at www.sedarplus.ca or at www.corusent.com/proposed-transaction (Corus’ website). Shareholders are reminded to review the Shareholder Meeting Package before voting.
Instructions on Voting at the Shareholders’ Meeting
All Shareholders are requested to vote in accordance with the instructions provided on the appropriate proxy or VIF, as applicable, using one of the available methods. In order to be effective, proxies and VIFs must be received prior to
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10:00 a.m. (Toronto time) on January 28, 2026 (or such earlier deadline as the Shareholder’s Intermediary (as defined below) may require) or the date that is two business days prior to the date of the Meeting if postponed.
Information for Registered Shareholders
Registered Shareholders can submit their proxy online at www.proxyvote.com. You will require your 16-digit control number which can be found on your form of proxy. If you receive more than one proxy form because you own Class A Voting Shares or Class B Non-Voting Shares registered in different names or addresses, each proxy form should be completed and returned. Alternatively, proxies can be submitted by mail using the enclosed return envelope or one addressed to Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON L3R 9Z9. The deadline for the deposit of proxies may be waived by the chair of the Shareholders’ Meeting at his or her sole discretion without notice.
Registered Shareholders may attend the Shareholders’ Meeting virtually or may appoint another person as proxyholder. The form of proxy accompanying the Circular nominates John Gossling, and failing him, Jennifer Lee, and each one of them with full power of substitution as proxyholders. A registered Shareholder may appoint another person as its proxyholder by inserting the name of such person in the space provided in the form of proxy, or by completing another valid form of proxy. Persons appointed as proxyholders need not be Shareholders.
Information for Non-Registered Shareholders
If you receive these materials through your broker, custodian, investment dealer, nominee, bank, trust company or other intermediary (an “Intermediary”), you are a non-registered Shareholder and should follow the instructions provided by such Intermediary in order to vote your Class A Voting Shares or your Class B Non-Voting Shares, as applicable.
If you are a non-registered Shareholder, you will receive a VIF from your Intermediary. If you wish to vote, but not attend the Shareholders’ Meeting, the VIF must be completed, signed and returned in accordance with the directions on the form. As a non-registered Shareholder, you may vote on the internet prior to the meeting by following the instructions on the VIF. If you wish to vote at the Shareholders’ Meeting you must appoint yourself as proxyholder by inserting your own name in the space provided on the VIF or on www.proxyvote.com and follow all of the applicable instructions provided by your Intermediary.
The VIF accompanying the Circular nominates John Gossling, and failing him, Jennifer Lee, and each one of them with full power of substitution as proxyholders. A non-registered Shareholder may appoint another person as its proxyholder by inserting the name of such person in the space provided in the VIF. Persons appointed as proxyholders need not be Shareholders.
Quorum and Required Approvals
Pursuant to the Interim Order, and notwithstanding the Corporation’s by-laws, quorum for the Shareholders’ Meeting is set at, in respect of each of the Class A Voting Shares and the Class B Non-Voting Shares, two or more persons entitled to vote at the Shareholders’ Meeting, each present in person or represented by proxy.
Subject to any further order of the Court, the vote required to pass the Shareholders’ Arrangement Resolution is: (i) at least two-thirds (66⅔%) of the votes cast by the holders of Class A Voting Shares and two-thirds (66⅔%) of the votes cast by the holders of Class B Non-Voting Shares, voting separately as a class, in each case, present in person or represented by proxy at the Shareholders’ Meeting and entitled to vote on the Shareholders’ Arrangement Resolution; and (ii) a majority (50% + 1) of the votes cast by the holders of Class A Voting Shares in accordance with the requirements of the Toronto Stock Exchange (the “TSX”).
By voting in favour of the Shareholders’ Arrangement Resolution, holders of Class A Voting Shares will also be voting in favour of certain matters as required by the TSX, including that the proposed transaction: (i) results in the issuance of an unlimited number of Variable Voting Shares and an unlimited number of Common Voting Shares in the capital of Newco (collectively, “New Shares”) in excess of 25% of the outstanding Class A Voting Shares and Class B Non-Voting Shares at an issue price that is less than the market price; (ii) provides for the issuance of New Shares at a price that is lower than the discount to the market price permitted by the TSX; (iii) will “materially affect control” of the Corporation by creating a holding or holdings in excess of 20% of the Corporation’s voting securities;
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and (iv) provides for the issuance of warrants with an exercise price that is less than the market price. Such approvals are required under Sections 604(a)(i), 607(e), 607(g)(i) and 608(a) of the TSX Company Manual.
The implementation of the Arrangement is subject to, among other things, the approval of the Arrangement by holders of Corus' Senior Notes (as defined in the Circular) at a separate meeting, other approvals as may be required by the Court and the TSX, any applicable regulatory approvals and the approval of the Court. The matter will be heard at the Court, located at 330 University Avenue, Toronto, Ontario, at a date to be determined, the current outside date for which is February 13, 2026 under the Support Agreement (as defined in the Circular). Pursuant to the Interim Order, Corus may seek Court approval of the Arrangement whether or not the Arrangement is approved by Shareholders at the Shareholders' Meeting and notwithstanding whether the Shareholders' Meeting is held.
Additional information on the above matters can be found in the Circular.
DATED at Toronto, Ontario this 2nd day of January, 2026.
BY ORDER OF THE BOARD OF DIRECTORS OF CORUS ENTERTAINMENT INC.
By: John Gossling
Title: Chief Executive Officer and (Interim) Chief Financial Officer
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