DCM

Management Information Circular

Notice of Annual and Special Meeting of Shareholders of Data Communications Management Corp. to be held on May 21, 2026

2025

SURPRISINGLY SIMPLE

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF DATA COMMUNICATIONS MANAGEMENT CORP.

TO BE HELD ON MAY 21, 2026

and

MANAGEMENT INFORMATION CIRCULAR

April 7, 2026

This booklet contains important information and requires your immediate attention. If you are in doubt as to how to deal with these materials or the matters they describe, please consult your professional advisor.

DCM SURPRIISINGLY SIMPLE

April 7, 2026

Dear Shareholder,

On behalf of the Board of Directors and management of DATA Communications Management Corp. ("DCM"), we are pleased to invite you to attend the annual and special meeting of the common shareholders of DCM. The meeting will be held at 11:00 a.m. (Toronto time) on Thursday, May 21, 2026, at DCM's downtown Toronto offices located at 60 Adelaide Street East, Suite 1000, Toronto, Ontario.

For shareholders' convenience, the meeting will also be accessible via Microsoft Teams webcast in listen only mode.

Register for the webcast prior to the start of the event: Microsoft Virtual Events Powered by Teams

All attendees must register for the webcast prior to the call. Please complete the phone field in the form at the above link (prior to the start of the event) if you wish to dial in.

The webcast will not have voting capabilities and therefore all shareholders that wish to access the meeting via the webcast and vote their shares at the meeting are strongly encouraged to cast their vote in a timely manner by submitting a completed form of proxy or voting instruction form prior to the meeting by one of the means described in the enclosed Management Information Circular (the "Circular"). Following the formal meeting, questions from the webcast may be submitted via direct messaging and we will also open the line for a question and discussion period.

The enclosed Circular contains important information about the business to be conducted at the meeting, voting instructions, the individuals nominated by the Board of Directors for election as directors of DCM, DCM's corporate governance practices and how DCM compensates its directors and officers.

Your participation in the affairs of DCM is important to us. Please take the time to review the information enclosed and exercise your vote.

"J.R. Kingsley Ward"

"Richard C. Kellam"

J.R. Kingsley Ward Chair of the Board

Richard C. Kellam Chief Executive Officer

DATA COMMUNICATIONS MANAGEMENT CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 21, 2026

Notice is hereby given that an annual and special meeting (the "Meeting") of the common shareholders of DATA Communications Management Corp. (the "Corporation") will be held at 11:00 a.m. (Toronto time) on May 21, 2026 at the downtown Toronto offices of the Corporation located at 60 Adelaide Street East, Suite 1000, Toronto, Ontario.

At the Meeting, shareholders will be asked to:

receive the consolidated financial statements of the Corporation for the year ended December 31, 2025, together with the report of the auditors thereon;
appoint auditors and authorize the directors to fix the remuneration to be paid to the auditors;
elect seven directors for the coming year;
consider and, if thought advisable, pass, with or without variation, an ordinary resolution, the full text of which is set forth in Appendix “B” to the accompanying management information circular (the “Circular”), to approve and re-confirm the amended and restated long-term incentive plan of the Corporation, as more particularly described in the Circular;
consider and, if thought advisable, pass, with or without variation, an ordinary resolution, the full text of which is set forth in Appendix “C” to the Circular, to approve and re-confirm the amended and restated shareholder rights plan of the Corporation, as more particularly described in the Circular; and
transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

This notice is accompanied by the Management Information Circular (the "Circular") of the Corporation dated April 7, 2026, a form of proxy, and a financial statement request form.

Only common shareholders of the Corporation of record at the close of business on April 6, 2026 will be entitled to vote at the Meeting, or any adjournment or postponement thereof.

Registered shareholders and duly appointed proxyholders can participate, vote and ask questions during the Meeting. Shareholders are encouraged to express their vote in advance of the Meeting by completing, dating and signing the form of proxy or voting instruction form provided to them. To be effective, completed proxies and voting instruction forms must be received by the Corporation's registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by facsimile to 1-866-249-7775 or 416-263-9524, no later than 11:00 a.m. (Toronto time) on May 19, 2026 or, if the Meeting is adjourned, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) before the time set for the adjourned Meeting. The deadline for the deposit of proxies and voting instruction forms may be waived or extended by the Chair of the Meeting at the Chair's sole discretion without notice. If you are a non-registered shareholder of the Corporation and received this Notice and accompanying materials through an intermediary, such as a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any

of the foregoing that holds your common shares on your behalf, please read the instructions regarding how to vote at or attend the Meeting under the heading "General Proxy Matters – Non-Registered (Beneficial) Shareholders" in the Circular.

DATED April 7, 2026.

By Order of the Board of Directors

J.R. Kingsley Ward Chair of the Board of Directors DATA Communications Management Corp.

GENERAL PROXY MATTERS 6

General 6
Notice and Access 6
Solicitation of Proxies 6
Appointment of Proxies 7
Non-Registered (Beneficial) Shareholders 7
Voting of Proxies 9
Record Date; Voting of Common Shares 9
Principal Shareholders 10

CAUTIONARY FORWARD-LOOKING STATEMENTS 10

MATTERS TO BE ACTED UPON AT THE MEETING 10

Receipt of Financial Statements 10
Appointment of Auditors 11
Election of Directors 11
Additional Information about Directors 20
Reconfirmation of the LTIP 21
Reconfirmation of the Shareholder Rights Plan 26

STATEMENT OF CORPORATE GOVERNANCE PRACTICES 30

Overview 30
Board of Directors 30
Committees of our Board of Directors 30
Position Descriptions 34
Tenure Policies 34
Board and Senior Management Diversity 35
Board and Committee Assessments 36
Orientation and Continuing Education 36
Ethical Business Conduct 36
Majority Voting Policy 37
Advance Notice By-Law 38

COMPENSATION DISCUSSION AND ANALYSIS 38

Compensation Philosophy and Objectives 38
Executive Compensation 39
Role of the Compensation Consultant 40
Components of Executive Compensation 40
Assessment of Risks Associated with Our Compensation Policies and Practices 53

EXECUTIVE COMPENSATION 55

Summary Compensation Table 55
Incentive Plan Awards 56
Pension Plans 57
Defined Contribution Plans 57

Termination and Change of Control Benefits 58 Summary of Incremental Termination and Change of Control Payments 62 Performance Graph 62

DIRECTOR COMPENSATION 64 Summary of Director Compensation 65 Incentive Plan Awards 66

EMPLOYEE SHARE OWNERSHIP INCENTIVE PLAN 67 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 68 Equity Compensation Plan Information 68 Burn Rate and Alignment of our Executive Officers and Directors with Shareholders 69

INDEBTEDNESS OF DIRECTORS AND OFFICERS 69 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 70 DIRECTORS' AND OFFICERS' LIABILITY INSURANCE 70 ADDITIONAL INFORMATION 70 DIRECTORS' APPROVAL 71

APPENDIX "A" DATA COMMUNICATIONS MANAGEMENT CORP. BOARD OF DIRECTORS CHARTER APPENDIX "B" AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN RESOLUTION EXHIBIT "A" TO APPENDIX "B" APPENDIX "C" SHAREHOLDER RIGHTS PLAN RESOLUTION

DATA COMMUNICATIONS MANAGEMENT CORP. GOVERNANCE 2026 HIGHLIGHTS

Overall Board Governance

Independent Board Leadership
The roles of Chair of the Board and Chief Executive Officer are separated, supporting independent oversight and effective governance.
Independent Chair of the Board
6 of 7 directors nominated are independent
All standing committees composed entirely of independent directors
Independent chairs for Audit, Human Resources & Compensation, and Corporate Governance Committees
Board composition and experience: The Board brings a balance of public company leadership, financial oversight, industry, governance and strategic experience. Two directors have previously served as chief executive officers of the Corporation, experience the Board considers highly valuable to effective oversight, strategic challenge and risk management.
Director independence: Neither of the former chief executive officers has served in an executive role with the Corporation within the past five years. After careful consideration, the Board has determined that all non-management directors meet applicable independence standards and exercise independent judgment.
Board and committee evaluations: The Board conducts annual evaluations of Board, committee and individual director effectiveness, overseen by the Corporate Governance Committee. The results inform Board refreshment, succession planning, skills alignment and committee composition.
Audit Committee oversight: The Audit Committee is composed entirely of independent directors and provides rigorous oversight of financial reporting, internal controls and risk management. The Audit Committee is composed entirely of financially literate independent directors with significant financial oversight experience. The Committee maintains regular in-camera engagement with the external auditors and has full authority to retain independent advisors where additional expertise is required.
Financial oversight expertise: While none of the current Audit Committee members are professional accountants, the Board believes the Committee collectively possesses meaningful financial oversight experience, supported by deep engagement with management, the external auditors and independent advisors. The Board intends to further strengthen technical accounting and financial reporting expertise through future succession planning.
Skills-based governance: The Board maintains a skills and experience matrix to assess whether, in aggregate, the Board possesses the capabilities required to oversee the Corporation's strategy, financial reporting, risk profile and long-term value creation.
Diversity and refreshment: The Board considers diversity, including gender diversity, an important component of effective governance. While Board refreshment occurs through planned and episodic succession, the Board remains committed to continued progress as opportunities arise. The Board

acknowledges current gender representation and is committed to continued progress through disciplined succession planning.

Succession planning: The Board oversees succession planning for the Board and senior management, with a focus on leadership continuity, evolving skills needs and long-term value creation.
Committee authority and governance framework: Board committees operate under written mandates and have authority to engage independent external advisors to support effective oversight.

Compensation Governance

Pay-for-performance framework with significant at-risk compensation
No STIP payouts in 2025 due to financial performance outcomes
Full forfeiture of performance-based LTIP awards in 2025
No discretionary overrides applied to compensation outcomes

Equity Plan Discipline

Actual equity usage materially below plan maximum
Meaningful use of cash-settled RSUs to limit dilution
Annual review of burn rate, dilution and realized pay

Shareholder Protection

Permitted Bid framework aligned with Canadian market practice
Designed to ensure equal treatment and value maximization

GENERAL PROXY MATTERS

General

This management information circular (the “Circular”) of DATA Communications Management Corp. dated April 7, 2026 is furnished in connection with the solicitation of proxies by and on behalf of management of DATA Communications Management Corp. for use at the annual and special meeting (the “Meeting”) of our common shareholders to be held at 11:00 a.m. (Toronto time) on May 21, 2026 and any adjournment or postponement of the Meeting.

We have not authorized anyone to give any information or make any representation in connection with any matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

Unless otherwise indicated or the context otherwise requires, in this Circular the terms “Corporation”, “we”, “us” and “our” refer to DATA Communications Management Corp.; “DCM” refers to DATA Communications Management Corp. and its wholly-owned subsidiaries DATA Communications Management (US) Corp., Zavy Limited and Zavy Australia Pty. Ltd.; “Common Shares” refers to common shares of DATA Communications Management Corp.; “shareholders” refers to holders of Common Shares; and “Board” refers to our Board of Directors. “MCC” refers to Moore Canada Corporation, which the Corporation acquired in April 2023 and which amalgamated with the Corporation on January 1, 2025.

Information contained in this Circular is given as of April 7, 2026 unless otherwise specifically stated.

Notice and Access

We are using notice and access to deliver this Circular to both our registered and non-registered shareholders. This means that we will post the Circular online for our shareholders to access electronically. You will receive a package in the mail with a notice (the “Notice”), outlining the matters to be addressed at the Meeting and explaining how to access and review the Circular electronically, and how to request a paper copy at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your Common Shares. All applicable Meeting related materials will be indirectly forwarded to non-registered shareholders at the Corporation’s expense.

Both registered and non-registered shareholders can request a paper copy of the Circular for up to one year from the date it is filed on SEDAR+ (www.sedarplus.ca). The Circular will be sent to you at no charge. If you would like to receive a paper copy of the Circular, please follow the instructions provided in the Notice. If you request a paper copy of the Circular, you will not receive a new form of proxy or voting instruction form, so you should keep the original form sent to you in order to vote.

Solicitation of Proxies

It is expected that the solicitation of proxies will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone by our regular employees without special compensation, or by our transfer agent, Computershare Investor Services Inc., at nominal cost. We will bear the cost of solicitation.

Appointment of Proxies

Enclosed with the Notice being sent to our shareholders is a form of proxy. The persons designated in the form of proxy are Richard Kellam, the Chief Executive Officer of the Corporation, and James E. Lorimer, the Chief Financial Officer of the Corporation. Each shareholder has the right to appoint some other person or entity (who need not be a shareholder) to attend, vote and act on their behalf at the Meeting other than the persons named in the form of proxy. This right may be exercised by inserting the person's name in the blank space provided in the form of proxy or by completing another proper instrument of proxy naming such other person as proxyholder. The instrument appointing a new proxyholder must be in writing and must be signed by the shareholder or his or her attorney therefore duly authorized in writing.

Only registered shareholders or the persons they duly appoint as their proxies are permitted to vote at the Meeting. You are a registered shareholder if you have a share certificate for Common Shares and the shares are registered in your name or if you hold Common Shares through direct registration. Shareholders who hold their Common Shares through a bank, broker or other intermediary should read the instructions under the heading below, "Non-Registered (Beneficial) Shareholders".

In order to be valid, the completed and signed proxies must be delivered:

by fax to: Computershare Investor Services Inc., Attention: Proxy Department at 1-866-249-7775 or 416-263-9524 outside of Canada and the United States;
by mail to: Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1; or
by personal delivery to: Computershare Investor Services Inc. at the address set out above,

in each case so as to be deposited with the Corporation no later than 11:00 a.m. (Toronto time) on May 19, 2026 or, if the Meeting is adjourned, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) before the time set for the adjourned Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair's discretion without notice.

Non-Registered (Beneficial) Shareholders

The information in this section is of significant importance to shareholders who do not hold their Common Shares in their own name. Only registered shareholders or the persons they duly appoint as their proxies are permitted to vote at the Meeting.

You are a non-registered shareholder if you hold Common Shares through an intermediary (such as banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIF's, RESP's and similar plans) that the non-registered holder deals with in respect of the Common Shares, or a clearing agency (such as the Canadian Depository for Securities Limited) of which the intermediary is a participant. In accordance with the requirements of the Canadian Securities Administrators, we will have distributed copies of the Notice, a form of proxy and a financial statement request form to the clearing agencies and intermediaries for onward distribution to non-registered shareholders. Typically, intermediaries will use a service company to forward such materials to non-registered shareholders. The majority of intermediaries now delegate responsibility for obtaining

instructions from clients to Broadridge Investor Communications Corporation in Canada and its counterpart in the United States.

If you are a non-registered shareholder, you may vote in person, by proxy or by internet only by the following procedures outlined below. If you wish to vote by internet, please see the voting instruction form accompanying the Notice for details on protocol.

To Vote in Person

If you are able to attend the Meeting in person, and wish to vote your Common Shares in person, you may do so by either (i) inserting your own name in the space provided on the voting instruction form or form of proxy accompanying the Notice; or (ii) submitting any other document in writing to your intermediary that requests that the non-registered shareholder or nominees thereof should be appointed as proxy. Then, follow the signing and return instructions provided by your intermediary. If you do not properly follow the return instructions provided by your intermediary, you may not be able to vote your Common Shares. Before the official start of the Meeting on May 21, 2026, please register with the representatives(s) from Computershare Investor Services Inc., who will be situated at a welcome table just outside the Meeting room. Once you are registered with Computershare Investor Services Inc., and, provided the instructions you provided to your intermediary have been forwarded by your intermediary to Computershare Investor Services Inc., your vote will be requested and counted at the Meeting.

To Vote by Proxy, Online or by Telephone

Intermediaries are required to forward the Notice and other Meeting materials to non-registered shareholders and often use service companies for this purpose. Generally, non-registered shareholders will either:

be given a voting instruction form which is not signed by the intermediary and which, when properly completed and signed by the non-registered shareholder and returned to the intermediary or its service company, will constitute authority and instructions (often called a proxy authorization form) which the intermediary must follow (and which may, in some cases, permit the completion of the voting instruction form by telephone or internet); or
less typically, be given a form of proxy which has already been signed by the intermediary (typically by a facsimile stamped signature), which is restricted as to the number of Common Shares beneficially owned by the non-registered shareholder, but which is otherwise not completed. This form of proxy need not be signed by the non-registered shareholder. In this case, the non-registered shareholder who wishes to submit a proxy should properly complete the applicable form of proxy and submit it to DATA Communications Management Corp., c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, with respect to the Common Shares beneficially owned by such non-registered shareholder, in accordance with the instructions elsewhere in this Circular.

To vote online: visit www.investorvote.com and enter the control number listed on the voting instruction form.

Telephone voting may be completed at 1-866-732-8683 (North America).

In either case, the purpose of this procedure is to permit the non-registered shareholder to direct the voting of the Common Shares they beneficially own.

Additionally, there are two kinds of non-registered shareholders: (i) those who object to their name being made known to the issuers of securities which they own, known as objecting beneficial owners or "OBOs"; and (ii) those who do not object to their name being made known to the issuers of securities which they own, known as non-objecting beneficial owners or "NOBOs". Additionally, the Corporation may use the Broadridge QuickVote™ service to assist Non-Registered Shareholders with voting their Common Shares.

Revocation of Proxies

A registered shareholder who has given a proxy may revoke the proxy:

by completing and signing a proxy bearing a later date and depositing it as previously described;
by depositing an instrument in writing executed by him or her or by his or her attorney authorized in writing (i) at our registered office at any time up to and including the second last business day (being a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto, Ontario for the transaction of banking business) preceding the day of the Meeting or any adjournment thereof, or (ii) with the Chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof; or
in any other manner permitted by law.

A non-registered shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting materials and to vote given to an intermediary at any time by written notice to the intermediary, except that an intermediary is not required to act on a revocation of a voting instruction form (voting instructions) or of a waiver of the right to receive materials and to vote that is not received by the intermediary at least seven days prior to the Meeting.

Voting of Proxies

On any ballot that may be called for, Common Shares represented by properly executed proxies in favour of the persons specified in the form of proxy accompanying the Notice will be voted for or against or withheld from voting in accordance with the specifications made therein. If a specification is not made with respect to any matter to be voted on at the Meeting, Common Shares will be voted in FAVOUR of those matters set out in the form of proxy accompanying the Notice. That form of proxy confers discretionary authority upon the persons specified therein with respect to amendments or variations to matters identified in the accompanying notice of Meeting, and with respect to other matters which may properly come before the Meeting. As of the date of this Circular, we are not aware of any such amendment, variation or other matter to come before the Meeting.

Record Date; Voting of Common Shares

As at April 6, 2026, we had 54,898,964 Common Shares outstanding. Shareholders of record at the close of business on April 6, 2026 are entitled to receive notice of and to attend the Meeting in person or by proxy and are entitled to one vote per Common Share held on all matters to come before the Meeting.

Only those shareholders of record on the record date with the right to vote will be entitled to vote the Common Shares owned by the shareholder at the Meeting or any adjournment(s) or postponement thereof, in person or by proxy.

Two or more persons present in person either holding personally or representing as proxies in the aggregate at least 25% of the votes attached to all of our outstanding Common Shares will constitute a quorum for the transaction of business at the Meeting.

Under normal conditions, confidentiality of voting is maintained by virtue of the fact that proxies and votes are tabulated by our transfer agent. However, such confidentiality may be lost as to any proxy or ballot if a question arises as to its validity or revocation or any other like matter. Loss of confidentiality may also occur if our Board of Directors decides that disclosure is in the interest of the Corporation or its shareholders.

Principal Shareholders

To the knowledge of our Board and executive officers, the Corporation does not have any shareholders that beneficially own, or control or direct, directly or indirectly, 10% or more of the Common Shares.

CAUTIONARY FORWARD-LOOKING STATEMENTS

This Circular contains certain statements that constitute “forward-looking” statements that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, objectives or achievements or industry results to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. When used in this Circular, words such as “may”, “would”, “could”, “will”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan”, and other similar expressions are intended to identify forward-looking statements. These statements reflect our current views regarding future events and operating performance, are based on information currently available to us, and speak only as of the date of this Circular. These forward-looking statements involve a number of risks, uncertainties and assumptions and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such performance objectives or results will be achieved. Many factors could cause our actual results, performance, objectives or achievements to be materially different from any future results, performance, objectives or achievements that may be expressed or implied by such forward-looking statements. The principal factors, assumptions and risks that we made or took into account in the preparation of the forward-looking statements in this Circular include, among other things, the factors described in this Circular or in our most recent annual information form filed on SEDAR+ at www.sedarplus.ca.

MATTERS TO BE ACTED UPON AT THE MEETING

Receipt of Financial Statements

Our consolidated financial statements for the fiscal year ended December 31, 2025 and the report of the auditors thereon will be presented at the Meeting.

Appointment of Auditors

At the Meeting, shareholders will be requested to appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Corporation, to hold office until the next annual meeting of shareholders or until their successors are appointed, and to authorize the directors to fix the auditor's remuneration.

The Board unanimously recommends that shareholders vote FOR the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Corporation. In the absence of a contrary instruction, the individuals named as proxyholders in the form of proxy or voting instruction form accompanying the Notice intend to vote FOR the appointment of PricewaterhouseCoopers LLP, Chartered Accountants as auditors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are appointed and FOR the resolution authorizing the directors to fix their remuneration unless specifically instructed otherwise on the form of proxy.

Election of Directors

The Board currently consists of eight directors, seven of whom are standing for re-election at the Meeting. The seven nominees proposed for election as directors of the Corporation are listed below. Directors are elected annually and, unless re-elected, retire from office at the end of the next annual meeting of shareholders. Each director elected at the Meeting will hold office until our next annual meeting of shareholders or until his or her successor is elected or appointed.

The Board unanimously recommends that shareholders vote FOR the election as directors of the Corporation each of the persons whose names are set forth below. Except where authorization to vote with respect to the election of a director nominee is withheld, the persons designated in the form of proxy or voting instruction form accompanying the Notice intend to vote FOR the election of:

Gregory J. Cochrane Richard C. Kellam James J. Murray Michael G. Sifton Alison Simpson J.R. Kingsley Ward Derek J. Watchorn

If, for any reason, at the time of the Meeting any of the nominees is unable to serve, and unless otherwise specified, it is intended that the persons named in the form of proxy or voting instruction form accompanying the Notice reserve the right to vote for another nominee in their discretion.

Board Profile Summary

| | Independence (company classification) | Leadership | Gender | Tenure | Term ends | Committees | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Executive director | | | | | | Audit | Comp | Gov | | Richard C. Kellam | Not independent | CEO | M | 5 | 2026 | | | | | Non-executive directors | | | | | | | | | | J.R. Kingsley Ward | Independent | Chair | M | 12 | 2026 | | C | | | Gregory J. Cochrane | Independent | Vice Chair | M | 5 | 2026 | | M | | | James J. Murray | Independent | | M | 10 | 2026 | | | M | | Michael G. Sifton | Independent | | M | 8 | 2026 | C | M | M |

Alison Simpson	Independent		F	4	2026
Derek J. Watchorn	Independent		M	10	2026	M		C
Merri L. Jones(1)	Independent		F	8	2026	M

Ms. Jones is not a director nominee at our 2026 Meeting. Following the Meeting, Mr. Ward, who has been nominated by the Board is expected to join the Audit Committee.

Former executive experience: Two directors (Messrs. Cochrane and Sifton) have previously served as chief executive officers of the Corporation. The Board considers this experience to be highly valuable to effective oversight, particularly in areas of strategy, capital allocation, risk management, and executive leadership.

Independence determination: Neither director has served as a chief executive officer of the Corporation within the past five years, and neither has held an executive role with the Corporation. After careful consideration, the Board has determined that each exercises independent judgment and meets applicable independence standards, consistent with the Board's governance framework.

Nominees

The following pages include profiles of each director nominee with a description of his or her experience, qualifications, areas of expertise, the period or periods during which he or she has served as a director of the Corporation, participation on the Board and its committees, if applicable, the number of Common Shares owned beneficially, or over which control or direction was exercised by such person at the date of this Circular, as well as other public company board memberships. As you will note from the form of proxy or voting instruction form accompanying the Notice, shareholders may vote for each director individually.

The information as to Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised and the biographies of the proposed nominees for election as directors, not being within our knowledge, has been furnished by the respective nominees individually.

Gregory Cochrane

Director Since 2016, Independent Since 2021 Toronto, Ontario, Canada

Areas of Expertise

Public Company Management
Strategic Planning & Risk management
Leadership
Board & Corporate Governance

Greg joined our Board in 2016 and subsequently served as President and Chief Executive Officer of the Corporation from 2016 to 2021 before transitioning to his current role as Vice Chair of the Corporation. He also serves as a member of our Human Resources and Compensation Committee of the Board.

Greg has extensive experience in marketing services, communications, event management, and private equity investment. Previously, he owned Mariposa Communications, building it into Canada's largest event company before its sale to Mosaic. Greg then helped lead Pareto Corporation to a successful initial public offering as an active investor, and subsequently served as a director of Pareto Corporation, until its acquisition by a private equity firm. Greg is Managing Partner at VRG Capital and often serves as lead investor and/or director in various public and private investments. Greg's dedication to Canadian communities earned him Canada's 125th Commemorative Anniversary medal for volunteerism. He holds an MBA from Queen's University.

Board/Committee Membership					Attendance	Attendance Total
Board of Directors					8 of 8	100%
Human Resources & Compensation Committee					3 of 3

Securities Held as at April 7, 2026
Year	Common Shares	Deferred Share Units	Options	Total	Market Value	Share Ownership Requirement
2026	3,176,910	143,133	-	3,320,043	$5,312,069	Meets

Other Public Board Directorships and Committee Memberships
Company				Committee
None				Not applicable

Richard Kellam

Director Since 2021, Not Independent (Management) Toronto, Ontario, Canada

Areas of Expertise

Sales and Marketing
Strategic Planning & Risk management
Leadership
Talent Management
Executive Compensation
Innovation and Tech

Richard assumed the role of President and Chief Executive Officer of the Corporation in March 2021 and subsequently joined the Board. With over 35 years of international experience in general management, customer development, and marketing, Mr. Kellam brings a wealth of expertise gained from his distinguished career with leading global companies. Prior to joining DCM, Richard served as Chief Executive Officer of Advantage Group International, a prominent consulting and business development firm catering to major global enterprises.

Richard's professional journey commenced as a Brand Manager at Playtex Limited, followed by progressively advancing roles at Robin Hood Multifoods, Molson Breweries, The William Wrigley Company, and Mars Inc. During his 17-year tenure at Mars Inc., predominantly spent in international capacities, Richard held various leadership positions. Subsequently, he joined Goodyear as Senior Vice President of Global Sales and Marketing.

Richard received his formal education at the University of Western Ontario.

Board/Committee Membership					Attendance	Attendance Total
Board of Directors					8 of 8	100%
Securities Held as at April 7, 2026
Year	Common Shares	Deferred Share Units	Options	Total	Market Value	Share Ownership Requirement
2026	769,298	-	2,500,000	3,269,298	$5,230,877	Meets
In addition, Mr. Kellam has been awarded a total of 375,019 Restricted Stock Units (“RSUs”), which are subject to various vesting periods and forfeiture terms, and in certain cases also to corporate financial performance-based adjustments. Such RSUs are intended to be cash-settled upon final vesting.
Other Public Board Directorships and Committee Memberships
Company
None					Committee
Not applicable

James Murray

Director Since 2016, Independent Toronto, Ontario, Canada

Areas of Expertise

Governance
Executive Leadership
Strategic Planning
Risk Management
Real Estate

James joined our Board in 2016 and is a member of the Corporate Governance Committee. He is a Principal and Senior Vice President of Lennard Commercial Realty Limited and brings more than 55 years of real estate and development experience, including structuring large-scale joint ventures and executing major development land transactions.

James previously held senior positions at Cushman & Wakefield Ltd., Brokerage and J.J. Barnicke Limited, leading significant projects across Canada. He was named Business Person of the Year in 2009 and has received several honours, including Queen's Jubilee medals and the Order of Ontario. He has also held a number of public and community leadership roles, including service with the Peel Regional Police Services Board and Credit Valley Hospital, and currently supports several community organizations.

Board/Committee Membership	Attendance	Attendance Total
Board of Directors	8 of 8	100%
Corporate Governance Committee	2 of 2
Securities Held as at April 7, 2026
---	---	---
Year	Common Shares	Deferred Share Units
2026	41,560	421,855
Other Public Board Directorships and Committee Memberships
---	---	---
Company
None

Michael Sifton Director Since 2015, Independent Since 2018 Mallorytown, Ontario, Canada

Areas of Expertise

Accounting & Financial Literacy
Leadership
Print & Digital Marketing

Mike joined our Board in 2015 and served as the Chief Executive Officer of the Corporation from 2015 until 2018. He currently chairs the Audit Committee of our Board. Prior to his tenure at DCM, Mike held key leadership roles in various organizations. He was most recently a Managing Director at Beringer Capital, a Toronto-based private equity firm specializing in marketing, specialty media, and advertising industries in North America.

Mike previously served as President and Chief Executive Officer of Sun Media. He played a pivotal role in the formation and eventual public offering of Osprey Media Group, which was subsequently acquired by Sun Media. Prior to Osprey Media Group, Mike held senior leadership positions in the newspaper industry, including President of Hollinger Canadian Newspapers L.P. and President and Chief Executive Officer of family-owned Armadale Communications.

In addition to his corporate career, Mike has been actively involved in non-profit and not-for-profit organizations and industry organizations. He previously served as the former Chairman of Canadian Press for many years, and as Chairman of the Board of Governors for St. Andrews College in Aurora, Ontario. Mike holds a B.Comm (Honours) from the Smith School of Business at Queen's University.

Board/Committee Membership					Attendance	Attendance Total
Board of Directors					8 of 8
Audit Committee					4 of 4	100%
Corporate Governance Committee					2 of 2
Human Resources & Compensation Committee					0 of 0¹

Securities Held as at April 7, 2026
Year	Common Shares	Deferred Share Units	Options	Total	Market Value	Share Ownership Requirement
2026	5,064,779	303,913	-	5,368,692	$8,589,907	Meets

Other Public Board Directorships and Committee Memberships
Company				Committee
None				Not applicable

¹ On May 22, 2025, Mike joined the Human Resources & Compensation Committee.

Alison Simpson

Director Since 2022, Independent Toronto, Ontario, Canada

Areas of Expertise

Marketing
Management
Leadership
Innovation & Tech
Strategic Planning
Accounting & Financial Literacy

Alison joined our Board in 2022. Alison has extensive experience in steering companies towards success in competitive landscapes and specializes in cultivating brand identities that offer distinct competitive advantages, fostering employee engagement, driving customer loyalty, and accelerating business growth.

Currently, Alison holds the position of President and Chief Executive Officer at the Canadian Marketing Association (CMA). She is the first female to lead the Association. Before assuming this role, she served as President of several marketing and brand agencies and held executive positions such as Senior Vice President Marketing and Chief Marketing Officer at notable organizations including Holt Renfrew, TMX Group, and Rogers Communications. Additionally, Alison established a consultancy focused on supporting start-up and early-stage ventures, providing her with invaluable insights into the challenges and opportunities faced by DCM's clients and prospects.

She previously served as a director at Mountain Equipment Co-op, including as a member of the Finance and Audit and Board Nominations committees.

Outside of her professional endeavors, Alison actively engages in charitable fundraising initiatives, supporting organizations such as the National Advertising Benevolence Society and the Alzheimer Society.

Board/Committee Membership					Attendance	Attendance Total
Board of Directors					8 of 8	100%
Human Resources and Compensation Committee²					3 of 3

Securities Held as at April 7, 2026
Year	Common Shares	Deferred Share Units	Options	Total	Market Value	Share Ownership Requirement
2026	45,000	69,162	-	114,162	$182,659	Meets

Other Public Board Directorships and Committee Memberships
Company
None					Committee
Not applicable

² On May 22, 2025, Alison ceased to be a member of the Human Resources & Compensation Committee.

Derek Watchorn Director Since 2016, Independent Schomberg, Ontario, Canada

Areas of Expertise

Legal
Public Company Management
Strategic Planning & Risk management
Leadership
Board & Corporate Governance

Derek joined our board in 2016, bringing a wealth of global experience and an extensive legal background. He currently serves as Chair of our Corporate Governance Committee and as a member of our Audit Committee. In recent years, Derek has been involved as a consultant and management committee member in notable projects such as the redevelopment of Buttonville Airport land and a joint venture involving a major shopping centre in Budapest, Hungary.

With a legal career spanning decades, Derek has garnered extensive executive experience in the real estate industry both in Ontario and abroad. During his tenure from 1987 to 2004, Derek held significant roles in London, England, including Executive Vice President of Canary Wharf plc and Executive Director of TrizecHahn plc.

Beginning his legal career at Davies Ward Phillips & Vineberg LLP in 1968, Derek quickly rose to become a partner within two years. He later served as a senior advisor to the Paul Reichmann family in Toronto, seconded from his law firm to serve as Executive Director of Olympia & York Canary Wharf plc from 1987 to 1990.

Derek's diverse professional background includes director positions at organizations such as Patheon Inc and Timbercreek Financial Corp. From 2004 to 2009, he served as President and CEO of Revera Inc. (formerly Retirement Residences REIT), a TSX-listed company.

Outside of his professional commitments, Derek is actively involved in community service, currently serving as a director of South-Lake Health in Newmarket and the Royal Agricultural Winter Fair.

Board/Committee Membership					Attendance	Attendance Total
Board of Directors					8 of 8
Corporate Governance Committee					2 of 2	100%
Audit Committee					4 of 4

Securities Held as at April 7, 2026
Year	Common Shares	Deferred Share Units	Options	Total	Market Value	Share Ownership Requirement
2026	481,853	718,726	-	1,200,579	$1,920,926	Meets

Other Public Board Directorships and Committee Memberships
Company
None				Committee
Not Applicable

J.R. Kingsley Ward

Director Since 2014, Independent

Toronto, Ontario, Canada

Areas of Expertise

Public Company Management
Strategic Planning & Risk management
Leadership
Board & Corporate Governance
Executive Compensation

Kingsley joined our Board in 2014 and was appointed Chair of the Board in 2016. He also serves as Chair of the Human Resources and Compensation Committee of the Board. Kingsley has more than 30 years of experience initiating, structuring and monetizing private equity investments. He is the Chair of the board of directors of his family holding company, Vimy Ridge Group Investments Inc., and Managing Partner at VRG Capital.

He also serves as the Chair of the Board of Directors of Clarus Securities Inc., an institutional investment dealer and as a director of Dominion Lending Centres (TSX: DLGC), Canada's largest mortgage brokerage company. Kingsley is, or has been a director of numerous other public and private companies, including Executive Chairman of Trubar Inc. (TSXV:TRBR), a consumer-packaged goods company. He has also been actively involved in a range of philanthropic and leadership activities, including with the Young Presidents' Organization (YPO), where he has held several executive positions.

Board/Committee Membership					Attendance	Attendance Total
Board of Directors					8 of 8	100%
Human Resources & Compensation Committee					3 of 3

Securities Held as at April 7, 2026
Year	Common Shares	Deferred Share Units	Options	Total	Market Value	Share Ownership Requirement
2026	2,651,022	1,289,076	-	3,940,098	$6,304,157	Meets
Other Public Board Directorships and Committee Memberships
Company
Dominion Lending Centres Inc. (TSX: DLCG)				Committee/Other
Member, Compensation Committee; Member, Corporate Governance Committee

Additional Information about Directors

The information below pertains to director voting results at our 2025 annual meeting of shareholders and a summary of overlapping board memberships of our directors.

Director Voting Results from our 2025 Annual Meeting

A summary of the voting results from our 2025 annual meeting follows:

Director	Votes For	% For	Votes Withheld	% Withheld
Gregory J. Cochrane	30,571,923	99.45	169,932	0.55
Merri L. Jones^{(1)}	29,129,007	94.75	1,612,848	5.25
Richard C. Kellam	30,680,855	99.80	61,000	0.20
James J. Murray	30,675,244	99.78	66,611	0.22
Michael G. Sifton	30,585,553	99.49	156,302	0.51
Alison Simpson	30,724,124	99.94	17,731	0.06
Derek J. Watchorn	30,677,477	99.79	64,378	0.21
J.R. Kingsley Ward	30,718,274	99.92	23,581	0.08

Ms. Jones is not a director nominee at our 2026 Meeting.

Overlapping Board Memberships

None of our directors serve on the same board of another reporting issuer and accordingly we have no interlocking directorships.

Skills Matrix

The Board maintains a skills and experience matrix to assist in assessing whether, in aggregate, the Board possesses the competencies, experience and perspectives necessary to oversee the Corporation's strategy, financial reporting, risk management and long-term value creation.

The matrix is reviewed periodically by the Corporate Governance Committee and is informed by the Board's annual evaluation process, the Corporation's strategic priorities, and anticipated succession and refreshment needs.

The matrix is intended to illustrate the collective strengths of the Board, rather than to rank individual directors, and supports the Board's approach to composition, succession planning and committee assignments. While individual assessment outcomes are not publicly disclosed, the Board believes this process supports continuous improvement and effective long-term governance.

The table below summarizes the skills and experience assessed by the Board and, for each category, the number and percentage of directors reporting: (i) direct experience with formal training; (ii) direct experience without formal training; (iii) general awareness without formal training; or (iv) no experience.

Board Skills Matrix - 2025 Self-assessment Results

Experience Ranking of our Seven Director Nominees

Skills Category	Direct experience, formal training	Direct experience, no formal training	General awareness, no formal training	No experience or knowledge in this category
Accounting & financial literacy	2(29%)	4(57%)	1(14%)	-
Board & corporate governance	2(29%)	5(71%)	-	-
Executive compensation & talent management	4(57%)	2(29%)	1(14%)	-
Leadership	4(57%)	3(43%)	-	-
Public company management (legal, regulatory, M&A, capital markets experience)	3(43%)	2(29%)	1(14%)	1(14%)
Innovation and technology	1(14%)	2(29%)	1(14%)	3(43%)
Industry expertise (marketing & business services, operations management)	5(71%)	1(14%)	1(14%)	-
Strategic planning & risk management	2(29%)	4(57%)	1(14%)	-

The Board believes that it demonstrates strong depth in leadership, industry expertise and governance, with continued focus on enhancing capabilities in technology and innovation as part of ongoing board refreshment.

Reconfirmation of the LTIP

At the Meeting, shareholders will be asked to consider and, if thought advisable, pass, with or without variation, an ordinary resolution (the "LTIP Resolution"), approving and re-confirming the Corporation's amended and restated long-term incentive plan (the "LTIP"). Pursuant to the policies of the Toronto Stock Exchange (the "TSX"), the LTIP must be approved and reconfirmed by shareholders every three years. The shareholders of the Corporation last ratified and confirmed the LTIP at the annual and special meeting of shareholders of the Corporation held on June 15, 2023. The Board of Directors is not proposing to amend the terms of the LTIP from that which was approved in June 2023. The LTIP Resolution must be passed by greater than $50%$ of the votes cast by shareholders present in person or represented by proxy at the Meeting. A copy of the LTIP Resolution is attached as Appendix "B" to this Circular and the full text of the LTIP is set forth in Exhibit "A" to Appendix "B" to this Circular.

As the three-year term prescribed by the TSX will expire on June 15, 2026, a resolution will be placed before shareholders to approve the unallocated awards under the LTIP. This approval will be effective for three years from the date of the Meeting. If approval is not obtained at the Meeting, awards which have not been allocated as of June 15, 2026 and awards which are outstanding as of June 15, 2026 and are subsequently cancelled, terminated or exercised will not be available for a new grant of awards. Previously allocated awards will continue to be unaffected by the approval or disapproval of the resolution.

The following information is intended as a summary of the LTIP.

Purpose

The purpose of the LTIP is to provide eligible participants with compensation opportunities that will encourage ownership of Common Shares, enhance our ability to attract, retain and motivate key personnel, reward key senior management for strong financial performance and align executive officers' incentives with the interests of shareholders.

Eligibility

The composition of eligible participants in the LTIP from time to time is determined by the Human Resources and Compensation Committee, taking into account the recommendations of the CEO and is limited to directors,

officers (including officers of our affiliates), employees (including employees of our affiliates), and consultants of our affiliates, as well as consultant companies providing management or administrative services to DCM and employees of such consultant companies.

LTIP Governance, Cost Discipline and Shareholder Alignment

The LTIP authorizes awards of up to 10% of the Corporation's issued and outstanding Common Shares on a rolling basis. The Board emphasizes that this represents a maximum limit, not a target level of equity issuance.

In administering the LTIP, the Board applies the following disciplines:

Equity usage well below plan maximum: Annual grants are determined with reference to dilution, burn rate, realized compensation and financial performance, and have historically been materially below the plan limit.
Cash settlement to mitigate dilution: A significant portion of LTIP awards—particularly RSUs and DSUs—are intended to be cash-settled, materially reducing share issuance.
Demonstrated pay-for-performance outcomes: In 2025, when minimum financial thresholds were not achieved, no STIP compensation was paid and all performance-based LTIP awards were forfeited. The Board did not exercise discretion to alter these outcomes.
Director participation safeguards: Director compensation is governed primarily through fixed retainers and annual committee fees. Directors are required to receive at least 50% of their retainer fees in DSUs, which our Board believes aligns their long-term interests with those of shareholders. The LTIP is not otherwise used as a routine vehicle for director compensation.
Limited amendment authority: The Board's ability to amend the LTIP without shareholder approval is restricted to certain administrative or non-substantive matters. Any amendment that could reasonably increase the maximum number of securities issuable, expand insider participation limits or materially affect shareholder interests requires shareholder approval. See "Amendments" for additional detail.

The Board believes the LTIP appropriately balances talent retention, performance alignment and shareholder protection.

Administration

The LTIP is administered by our Board of Directors or the Human Resources and Compensation Committee.

Awards

Awards granted under the LTIP may consist of stock options, stock appreciation rights (SARs), restricted Common Shares (Restricted Shares), RSUs, and deferred share units (DSUs). Each award will be subject to the terms and conditions set forth in the LTIP and to those other terms and conditions specified by the Human Resources and Compensation Committee. Previous awards will be taken into account when considering new awards.

Shares Subject to the LTIP

Subject to adjustment in certain circumstances as discussed below, the LTIP will authorize the issuance of up to 10% of the issued and outstanding Common Shares from time to time pursuant to the terms of the plan. The maximum number of Common Shares that: (i) are issuable to insiders; and (ii) may be issued to insiders within a one-year period pursuant to awards under the LTIP and any other share-based compensation arrangement we

23 adopt is 10% of the Common Shares outstanding from time to time. For these purposes, the term "insider" has the same meaning as "reporting insider" in National Instrument 55-104 – Insider Reporting Requirements and Exemptions. The number of shares subject to each award, the exercise price, the expiry time, the extent to which such award is exercisable and other terms and conditions relating to such awards will be determined by the Board of Directors or the Human Resources and Compensation Committee. No participant will be granted awards in any single calendar year with respect to more than 5% of the issued and outstanding Common Shares. If, and to the extent, awards granted under the plan terminate, expire, cancel, or are forfeited without being exercised and/or delivered, Common Shares subject to such awards will again be available for grant under the LTIP. Additionally, to the extent any Common Shares subject to an award are tendered and/or withheld in settlement of any exercise price and/or any tax withholding obligation associated with that award, those Common Shares will again be available for grant under the LTIP.

In the event of any recapitalization, reorganization, amalgamation, stock split or combination, stock dividend or other similar event or transaction, substitutions or adjustments will be made by the Board of Directors or the Human Resources and Compensation Committee to: (i) the aggregate number, class and/or issuer of the securities reserved for issuance under the LTIP; (ii) the number, class and/or issuer of securities subject to outstanding awards; and (iii) the exercise price of outstanding options or SARs, in each case in a manner that reflects equitably the effects of such event or transaction.

Awards under the LTIP will be non-assignable and non-transferable although they are assignable to and may be exercisable by a participant's legal heirs or personal representatives in certain cases.

As of the date of this Circular, awards in the form of stock options to purchase up to 1,746,231 Common Shares were outstanding under the LTIP.

The number of awards outstanding under the LTIP which are expected to be settled in Common Shares is 1,746,231, which represents 3.2% of the issued and outstanding Common Shares. The number of securities available for grant under the LTIP is 3,743,665, which represents 6.8% of the issued and outstanding Common Shares.

Amendments

Shareholder approval will be required for amendments to the LTIP to: (i) reduce the exercise price or purchase price of awards under the LTIP benefiting an insider of the Corporation; (ii) extend the term under an award benefiting an insider of the Corporation; (iii) remove or exceed the insider participation limit; (iv) increase the maximum number of securities issuable, either as a fixed number or a fixed percentage of our outstanding capital represented by such securities; and (v) amend an amending provision within the LTIP.

Our Board of Directors or the Human Resources and Compensation Committee may, without shareholder approval, amend the LTIP with respect to (i) amendments of a "housekeeping nature"; (ii) changes to the vesting provisions of the LTIP or any award; (iii) changes to the provisions of the LTIP relating to the expiration of awards prior to their respective expiration dates upon the occurrence of certain specified events; (iv) changes in the exercise price of an award granted to a participant who is not an insider; (v) the cancellation of an award; or (vi) any other amendment to the LTIP or an award which is approved by any applicable stock exchange on a basis which does not require shareholder approval to be obtained.

Termination of Service

any of our affiliates terminates due to death or disability, unless provided otherwise in the award agreement or individual employment agreement, the right to exercise an option or SAR will terminate on the earlier of one year following such termination and the award's original expiration date. If the participant's relationship with us is terminated for cause, any option or SAR not already exercised will be automatically forfeited as of the date of such termination and any unvested RSUs will immediately expire on the date of such termination.

Unless provided otherwise in the award agreement, if a participant's service with us or any of our affiliates terminates for any reason other than the death or disability of the participant during the period that restrictions on Restricted Shares granted to the participant remain unfulfilled or uncompleted, those Restricted Shares in respect of which restrictions remain uncompleted or unfulfilled will be forfeited to us. In the event of the death or disability of a participant, we will cause the trustee to distribute to the participant or their legal representative any Restricted Shares held by the participant subject to any restrictions specified by the Board of Directors or the Human Resources and Compensation Committee.

Change of Control

In the event of a change of control of the Corporation, the Board of Directors or the Human Resources and Compensation Committee will have discretion to, among other things, accelerate the vesting of outstanding awards, settle outstanding awards in cash or exchange outstanding awards for similar awards of a successor company. A change of control will be deemed to have taken place upon the occurrence of any of the following, in one transaction or a series of related transactions:

the acquisition by any person or persons acting jointly or in concert, whether directly or indirectly, of beneficial ownership of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50% of all of the then outstanding voting securities of the Corporation;
an amalgamation, arrangement, consolidation, share exchange, take-over bid or other form of business combination of the Corporation with another person that results in the holders of voting securities of that other person holding, in the aggregate, more than 50% of all outstanding voting securities of the person resulting from the business combination;
the sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation or any of its affiliates to another person, other than in the ordinary course of business of the Corporation or of an affiliate of the Corporation or to the Corporation or any one or more of its affiliates;
the adoption of a resolution to wind-up, dissolve or liquidate the Corporation;
as a result of, or in connection with, a contested election of directors of the Corporation, or an amalgamation, arrangement, reorganization, consolidation, share exchange, take-over bid or other form of business combination involving the Corporation or any of its affiliates and another person, the nominees named in the most recent management information circular of the Corporation for election to our Board of Directors do not constitute a majority of the board; or
any other transaction that is deemed to be a "Change in Control" for the purposes of the LTIP by our Board of Directors in its sole and absolute discretion.

Stock Options

option is granted or such other minimum price as is permitted by the TSX in accordance with its policies from time to time. Our Board of Directors or the Human Resources and Compensation Committee will be entitled to determine the option term for each option; provided, however, that the exercise period of any option may not exceed 10 years from the date of grant. It is currently anticipated that stock options granted under the LTIP will expire between five to seven years after the date of grant. Vesting for each option will also be determined by our Board of Directors or the Human Resources and Compensation Committee. In the event that the term of a stock option expires during a period, or a Blackout Period, when insiders of the Corporation are prohibited from trading in Common Shares under the terms of the Corporation's insider trading policy in effect from time to time or within 10 business days thereafter, the option will expire on the date that is 10 business days after the Blackout Period is lifted.

SARs

Our Board of Directors or the Human Resources and Compensation Committee will be authorized to grant SARs pursuant to the terms of the LTIP. Upon exercise of a SAR, the participant will be entitled to receive an amount equal to the difference between the closing price of the Common Shares underlying the SAR on the TSX on the date immediately before the date of grant and the closing price of the Common Shares underlying the SAR on the TSX on the date immediately before the date of exercise. Such amount is payable in cash or Common Shares as determined by the Board of Directors or the Human Resources and Compensation Committee. The terms of the LTIP provide that, in the event that the term of a stock option expires during a period, or a Blackout Period, when insiders of the Corporation are prohibited from trading in Common Shares under the terms of the Corporation's insider trading policy in effect from time to time or within 10 business days thereafter, the option will expire on the date that is 10 business days following after the Blackout Period is lifted.

Restricted Shares

Our Board of Directors or the Human Resources and Compensation Committee will be authorized to grant Restricted Shares pursuant to the terms of the LTIP. Restricted Shares may consist of either treasury Common Shares or outstanding Common Shares purchased for purposes of the LTIP. Restricted Shares will be granted subject to restrictions which will be determined by, and may be varied by, our Board of Directors or the Human Resources and Compensation Committee. Restricted Shares will generally vest over a five-year period. All Restricted Shares will be held for the benefit of participants in the name of a trustee appointed for purposes of the LTIP or, in the case of non-treasury Restricted Shares, by a custodian with whom shares are deposited by the trustee. Participants will have no custody or control of the Restricted Shares granted to them while they are held by the trustee or the custodian. Restricted Shares will only be released to the participant after the shares become free of all restrictions.

RSUs

Our Board of Directors or the Human Resources and Compensation Committee will be authorized to issue RSUs subject to such terms and conditions, not inconsistent with the terms of the LTIP, as our Board of Directors may impose in its sole and absolute discretion. An RSU is a contractual promise to issue shares and/or cash in an amount equal to the fair market value (determined at the time of distribution) of the Common Shares subject to the award, at a specified future date, subject to the fulfillment of vesting conditions specified by our Board of Directors or the Human Resources and Compensation Committee. Prior to settlement, an RSU will carry no voting or dividend rights or other rights associated with share ownership. An RSU award may be settled in Common Shares, cash or in any combination of both. However, a determination to settle an RSU in whole or in part in cash may be made by our Board of Directors or the Human Resources and Compensation Committee, in its sole discretion.

DSUs

Our Board of Directors or the Human Resources and Compensation Committee will be authorized to issue DSUs, subject to such vesting and other terms and conditions, not inconsistent with the terms of the LTIP, as our Board of Directors may propose in its sole and absolute discretion. A DSU is a right to receive, on a deferred payment basis, a Common Share or the cash equivalent of a Common Share on the terms contained in the LTIP. The amount will not be paid out until such time as the recipient leaves us, thereby providing an ongoing equity stake throughout the recipient's period of service. A DSU award may be settled in Common Shares, cash, or in any combination of both. However, a determination to settle a DSU in whole or in part in cash may be made by our Board of Directors or the Human Resources and Compensation Committee, in its sole discretion.

The Board of Directors unanimously recommends that shareholders vote FOR the LTIP Resolution. The individuals named as proxyholders in the enclosed form of proxy intend to vote FOR the LTIP Resolution unless specifically instructed otherwise on the proxy or voting instructions.

Reconfirmation of the Shareholder Rights Plan

At the Meeting, shareholders will be asked to consider and, if thought advisable, pass, with or without variation, an ordinary resolution, or the Shareholder Rights Plan Resolution, approving and reconfirming the Corporation's amended and restated shareholder rights plan, or the Amended and Restated Shareholder Rights Plan, pursuant to the terms of a shareholder rights plan agreement between the Corporation and Computershare Investor Services Inc., as rights agent. The Shareholder Rights Plan Resolution must be passed by greater than 50% of the votes cast by shareholders present in person or represented by proxy at the Meeting. A copy of the Shareholder Rights Plan Resolution is attached as Appendix "C" to this Circular. If the Shareholder Rights Plan Resolution is not passed at the Meeting, the Corporation's existing shareholder rights plan will terminate effective at the termination of the Meeting, unless a "Flip-in Event" (as described below under "Summary of the Principal Terms of the Amended and Restated Shareholder Rights Plan") has occurred.

The shareholders of the Corporation ratified and confirmed the Corporation's shareholder rights plan at the annual and special meeting of shareholders of the Corporation held on June 15, 2023 and, pursuant to the terms of the shareholder rights plan, the plan must be approved and reconfirmed by shareholders at every third annual meeting of the Corporation's Shareholders.

Board Rationale for Reconfirmation of the Shareholder Rights Plan

The Board believes that the Corporation's Shareholder Rights Plan is consistent with modern Canadian governance standards.

The Plan incorporates a Permitted Bid framework that:

Requires equal treatment of all shareholders;
Provides shareholders with adequate time to evaluate a bid;
Allows bona fide offers to proceed without undue obstruction; and
Preserves the Board's ability to seek enhanced value or competing bids where appropriate.

The Plan is not intended to prevent take-over bids or entrench management. Rather, it is designed to protect shareholders from coercive, partial or opportunistic transactions, including creeping acquisitions or private arrangements that could transfer control without a fair premium to all shareholders.

The Board reviews the Plan regularly and submits it to shareholders for approval every three years. The Board believes the Plan remains fit-for-purpose given the Corporation's ownership profile, trading liquidity and Canadian market norms.

Background

The Board of Directors believes that a shareholder rights plan continues to be necessary in order to protect the Corporation and its Shareholders from certain actions that could result in unequal treatment of Shareholders under Canadian securities laws, including the acquisition of effective control of the Corporation through the purchase of Common Shares under one or more private agreements at a premium to the market price, resulting in a change of control transaction without the payment of a premium to all Shareholders; the gradual accumulation of Common Shares through stock exchange acquisitions over time, resulting in the acquisition of effective control of the Corporation without payment of fair value for control; and arrangements between a person seeking to acquire control of the Corporation and Shareholders who, together with the acquirer, hold more than 20% of the outstanding Common Shares that irrevocably commit those Shareholders to tender their Common Shares to a take-over bid made by the acquirer, thereby enabling the acquirer to impede or block the Board's ability to run a value enhancing auction process.

The Amended and Restated Shareholder Rights Plan is described below.

Summary of the Principal Terms of the Amended and Restated Shareholder Rights Plan

The Amended and Restated Shareholder Rights Plan utilizes the mechanism of a Permitted Bid (as hereinafter described) to ensure that a person seeking control of the Corporation gives shareholders and our Board of Directors sufficient time to evaluate the bid and, if appropriate, negotiate with the initial bidder and encourage competing bids to emerge. The purpose of the Amended and Restated Shareholder Rights Plan is to protect shareholders by requiring all potential bidders to comply with the conditions specified in the Permitted Bid provisions or risk being subject to the dilutive features of the Amended and Restated Shareholder Rights Plan. Generally, to qualify as a Permitted Bid, a bid must be made to all shareholders and must be open for at least 105 days after the bid is made.

If more than 50 percent of the Common Shares held by Independent Shareholders (as defined below) are deposited or tendered to the bid and not withdrawn at the end of 105 days, the bidder may take up and pay for such Common Shares. The take-over bid must then be extended for a further period of ten days on the same terms to allow those shareholders who did not initially tender their Common Shares to tender to the take-over bid if they so choose. Thus, there is no coercion to tender during the initial 105-day period because the bid must be open for acceptance for at least 10 days after the expiry of the initial tender period. The Amended and Restated Shareholder Rights Plan is designed to make it impractical for any person to acquire more than 20 percent of the outstanding Common Shares without the approval of our Board of Directors except pursuant to the Permitted Bid procedures or pursuant to certain other exemptions outlined below. Our Board of Directors believes that the Amended and Restated Shareholder Rights Plan, taken as a whole, should not be an unreasonable obstacle to a serious bidder willing to make a bona fide and financially fair offer to all shareholders.

The following is a summary of the principal terms of the Amended and Restated Shareholder Rights Plan, which is qualified in its entirety by reference to the text of the Amended and Restated Shareholder Rights Plan. A copy of the Amended and Restated Shareholder Rights Plan is available on SEDAR+ at www.sedarplus.ca.

Issue of Rights

On the effective date of the Amended and Restated Shareholder Rights Plan, one right (a Right), will be issued and attached to each outstanding Common Share. One Right will also be issued and attached to each Common Share

(and any other securities in the capital of the Corporation entitled to vote generally in the election of directors of the Corporation) issued after that date, subject to the limitations set forth in the Shareholder Rights Plan. The initial exercise price of each Right is $100 (the "Exercise Price"), subject to appropriate anti-dilution adjustments. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder.

Rights Exercise Privilege

The Rights will separate from the Common Shares to which they are attached and will become exercisable as of the close of business on the tenth trading day after the earlier of (the Separation Time) (i) the first date of public announcement by the Corporation or an Acquiring Person (as defined below) of facts indicating that a person has become an Acquiring Person (the Common Share Acquisition Date); and (ii) the date of the commencement of, or first public announcement of the intent of any person (other than the Corporation or any subsidiary of the Corporation) to commence take-over bid (other than a Permitted Bid or Competing Permitted Bid (as defined below)); and (iii) the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such; or such later date as may be determined by the Board of Directors.

The acquisition by a person (an "Acquiring Person"), including persons acting jointly or in concert, of 20 percent or more of the Common Shares, other than by way of a Permitted Bid in certain circumstances, is referred to as a "Flip-in Event". Any Rights held by an Acquiring Person on or after the earlier of the Separation Time or the Common Share Acquisition Date, will become void upon the occurrence of a Common Share Acquisition Date. Ten trading days after the occurrence of the Flip-in Event, the Rights (other than those held by the Acquiring Person) will permit the holders thereof to purchase, for example, Common Shares with a total market value of $200, on payment of $100 (i.e., at a 50 percent discount).

The issue of the Rights is not initially dilutive. Upon a Flip-in Event occurring and the Rights separating from the attached Common Shares, reported earnings per Common Share on a fully diluted or non-diluted basis may be affected. Holders of Rights who do not exercise their Rights upon the occurrence of a Flip-in Event may suffer substantial dilution.

Certificates and Transferability

Prior to the Separation Time, the Rights will be evidenced by a legend imprinted on certificates for Common Shares and will not be transferable separately from the attached Common Shares. From and after the Separation Time, the Rights will be evidenced by Rights certificates, which will be transferable and traded separately from the Common Shares.

Permitted Bid Requirements

The requirements of a Permitted Bid include the following:

(i) the take-over bid must be made by way of a take-over bid circular;

(ii) the take-over bid must be made to all holders of Common Shares, other than the bidder, for all Common Shares held by them;

(iii) the take-over bid must not permit Common Shares tendered pursuant to the take-over bid to be taken up prior to the expiry of a period of not less than 105 days from the date of the bid and then only if at such time more than 50 percent of the Common Shares held by shareholders other than the bidder, its affiliates and persons acting jointly or in concert with the bidder (the "Independent Shareholders"), have been tendered pursuant to the take-over bid and not withdrawn; and

(iv) if more than 50 percent of the Common Shares held by Independent Shareholders are tendered to the take-over bid within the 105-day period, the bidder must make a public announcement of that fact and the take-over bid must remain open for deposits of Common Shares for an additional 10 business days from the date of such public announcement.

The Amended and Restated Shareholder Rights Plan allows a competing Permitted Bid (a “Competing Permitted Bid”) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid except that, provided it is outstanding for a minimum period of 35 days, it may expire on the same date as the Permitted Bid.

Waiver and Redemption

The Board of Directors may, prior to a Flip-in Event, without the approval of holders of Common Shares, waive the dilutive effects of the Amended and Restated Shareholder Rights Plan in respect of a particular Flip-in Event. At any time prior to the occurrence of a Flip-in Event, without the approval of Rights holders, the Board of Directors may redeem all, but not less than all, of the outstanding Rights at a price of $0.00001 each.

Waiver of Inadvertent Flip-in Event

The Board of Directors may, prior to the close of business on the tenth day after a person has become an Acquiring Person, waive the application of the Amended and Restated Shareholder Rights Plan to an inadvertent Flip-in Event, on the condition that such person reduces its beneficial ownership of Common Shares such that it is not an Acquiring Person within 14 days of the determination of the Board of Directors.

Portfolio Managers

The provisions of the Amended and Restated Shareholder Rights Plan relating to portfolio managers are designed to prevent the occurrence of a Flip-in Event solely by virtue of the customary activities of such managers, including trust companies and other persons, where a portion of the ordinary business of such person is the management of funds for unaffiliated investors, so long as any such person does not propose to make a take-over bid either alone or jointly with others.

Supplement and Amendments

The Corporation may, without the approval of the holders of Common Shares or Rights, make amendments to the Shareholder Rights Plan to: (i) correct clerical or typographical errors; and (ii) maintain the validity and effectiveness of the Amended and Restated Shareholder Rights Plan as a result of any change in applicable law, rule or regulatory requirement. Any amendment referred to in item (ii) must, if made before the Separation Time, be submitted for approval to the holders of Common Shares at the next meeting of shareholders and, if made after the Separation Time, must be submitted to the holders of Rights for approval.

At any time before the Separation Time, the Corporation may with prior written consent of the Independent Shareholders received at the special meeting called and held for such purpose, amend, vary or rescind any of the provisions of the Amended and Restated Shareholder Rights Plan or the Rights, whether or not such action would materially adversely affect the interests of the Rights generally.

Confirmation

The Amended and Restated Shareholder Rights Plan must be approved and reconfirmed by a resolution passed by a majority of the votes cast by all shareholders who vote in respect of such reconfirmation at every third annual meeting of the Corporation's shareholders following the Meeting.

The Board of Directors unanimously recommends that shareholders vote FOR the Shareholder Rights Plan Resolution. The individuals named as proxyholders in the enclosed proxy intend to vote FOR the Shareholder Rights Plan Resolution unless specifically instructed otherwise on the proxy or voting instructions.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Overview

Our Board is committed to maintaining high standards of corporate governance and is committed to aligning, and to reviewing and updating, its corporate governance practices in light of changing practices, expectations and legal requirements.

Board of Directors

All members of our Board are independent within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices adopted by the Canadian Securities Administrators (“NI 58-101”), with the exception of Richard C. Kellam as he is an executive officer of the Corporation. As seven of the eight existing directors are independent, the Corporation has determined that the majority of the Board members are independent.

Board Mandate

The role of the Board is to assume stewardship of, and recognizes that it is ultimately responsible for, ensuring that our affairs are managed properly to protect and enhance shareholder value. The Board also establishes the overall policies for the Corporation, monitors and evaluates the Corporation’s strategic direction and retains plenary power for functions not specifically delegated by it to its committee or to management.

A copy of the charter of the Board is attached to this Circular as “Appendix A.”

Committees of our Board of Directors

Our Board discharges its responsibilities directly, on the advice and recommendations of its committees. The Board has established three standing committees (each a “Committee”), being the Corporate Governance Committee, the Human Resources and Compensation Committee, and the Audit Committee. The Board delegates certain of its responsibilities to those Committees. In each case, the Committee is mandated to report to the Board and to carry out certain responsibilities. However, all decisions, recommendations and proposals require full Board acceptance. Our Board has approved charters that govern the respective committees of the Board.

A brief summary of each of our three Committee mandates is set out below.

Audit Committee

The members of the Audit Committee in 2025 consisted of Michael G. Sifton (Chair), Merri L. Jones and Derek J. Watchorn, each of whom was independent within the meaning of Multilateral Instrument 52-110 – Audit

Committees adopted by the Canadian Securities Administrators. The Audit Committee is responsible for monitoring our financial reporting, accounting systems, internal controls and liaising with the Corporation's external auditors.

The Audit Committee's duties and responsibilities include:

reviewing and discussing with our management and our external auditors, where appropriate, the annual and interim financial statements and management's discussion and analysis and earnings press releases with respect to our annual and interim financial results;
considering the scope and extent of the annual audit and evaluating our external auditors' performance for the preceding fiscal year, reviewing their fees and making recommendations to the Board;
reviewing the independence and performance of our external auditors and annually recommending to the Board the independent external auditors to be proposed for appointment at the next annual meeting of shareholders;
examining the presentation and impact of significant risks and key management estimates and judgements which may have a material impact on our financial reporting; and
examining the adequacy of internal accounting and control procedures and systems.

During 2025, the Audit Committee met 4 times. All members attended all meetings, except for Ms. Jones, who attended 3 of the 4 meetings. As Ms. Jones is not a director nominee at the Meeting, Mr. Ward is expected to join the Audit Committee following the Meeting.

Financial Expertise and Oversight

The Board believes that effective audit committee oversight requires a combination of financial literacy, relevant senior leadership experience, sound judgment, and the ability to challenge management and external auditors constructively.

All members of the Audit Committee are financially literate within the meaning of applicable Canadian securities laws and have significant experience overseeing financial reporting, internal controls, risk management, and complex business operations. While none of the current Audit Committee members are professional accountants or former audit partners, the Board believes that the Committee collectively possesses meaningful and relevant financial oversight experience, including:

Experience as chief executive officers or senior executives of public companies or material subsidiaries of public companies;
Oversight of financial reporting, budgeting, capital allocation, and enterprise risk management;
Experience working closely with audit committees, external auditors, and regulators; and
Familiarity with complex transactions, acquisitions, and judgment-based accounting matters.

The Audit Committee discharges its responsibilities with the support of management and the Corporation's independent external auditors, PricewaterhouseCoopers LLP, who regularly attend Committee meetings, present

detailed audit findings, and are available for in-camera discussions without management present. The Committee also has full authority to retain independent advisors and experts where additional technical expertise is required.

The Board acknowledges that having directors with deeper technical accounting or financial reporting credentials can further strengthen Audit Committee oversight. As part of its ongoing Board succession and refreshment process, the Corporate Governance Committee intends to place increased emphasis on identifying future director candidates with enhanced accounting, financial reporting, or audit expertise.

The Board believes this approach appropriately balances effective oversight today with a forward-looking commitment to continuously strengthening Audit Committee capabilities over time.

The Board does not view professional accounting designations as the sole indicator of effective Audit Committee oversight. Rather, it believes that strong financial governance is achieved through a combination of relevant experience, active engagement, independent judgment, and access to external expertise.

For additional information concerning the Audit Committee, see the section entitled "Directors and Officers – Committees of the Board of Directors of the DCM, Audit Committee" contained in our most recent annual information form.

Corporate Governance Committee

The members of the Corporate Governance Committee are presently Derek J. Watchorn (Chair), Michael G. Sifton and James J. Murray. All members of the Corporate Governance Committee are independent within the meaning of NI 58-101. The Corporate Governance Committee is responsible for, among other things:

developing our approach to corporate governance issues and compliance with applicable laws, regulations, rules, policies and orders with respect to such issues;
reviewing our annual report on corporate governance for inclusion in our public disclosure documents;
advising the directors in filling vacancies on the Board;
periodically reviewing the composition and effectiveness of the Board and committees of the Board and the contribution of individual directors; and
reviewing director compensation and our directors' and officers' liability insurance and indemnification procedures.

The process the Corporate Governance Committee undergoes to fill any vacancies on the Board includes identifying new nominees who have expertise in an area of strategic importance to us, a willingness to serve on our Board and any of its committees, and the ability to devote sufficient time to Board service.

Board succession planning includes consideration of enhanced accounting and financial reporting expertise for future Audit Committee composition. The Committee also considers gender diversity as part of its oversight of Board composition and refreshment.

In assessing director independence, the Corporate Governance Committee considers prior executive roles, the length of time since such service, and the director's ability to exercise independent judgment in the context of the Board's overall composition.

In determining director compensation, the Corporate Governance Committee takes into account directors' time commitment, director compensation offered by other corporations of similar size, operations and market capitalization, and the risks and responsibilities that the directors assume in fulfilling their duties on the Board and any committee of our Board.

The Corporate Governance Committee is also responsible for adopting and periodically reviewing and updating our written disclosure policy. This policy, among other things:

articulates our legal obligations, and those of our directors, with respect to confidential corporate information;
identifies spokespersons who are the only persons authorized to communicate on our behalf with third parties such as analysts, media and investors;
provides guidelines regarding the disclosure of forward-looking information;
requires advance review by the directors (or, where considered appropriate, the Audit Committee) of any disclosure of financial information, and ensures that selective disclosure of material information is not permitted and that, if it occurs, a news release is issued immediately; and
establishes "black-out" periods, immediately prior to and following the disclosure of quarterly and annual financial results and immediately prior to the disclosure of certain material changes during which we, our affiliated entities and our respective directors, officers, employees and consultants may not purchase or sell Common Shares.

Each year, the Corporate Governance Committee recommends to our Board the compensation to be paid to the directors for the year. Our Board, based on this recommendation, then establishes the annual compensation for the directors. In making its recommendation, the Corporate Governance Committee reviews each element of director compensation, including the annual retainer, the committee chair retainer, meeting fees and equity awards, to determine whether the amounts are reasonable for the services provided by the directors.

During 2025, the Corporate Governance Committee met 2 times.

Human Resources and Compensation Committee

The members of the Human Resources and Compensation Committee are presently J.R. Kingsley Ward (Chair), Gregory Cochrane and Michael G. Sifton. All members of the Human Resources and Compensation Committee are independent within the meaning of NI 58-101.

The Human Resources and Compensation Committee establishes the compensation levels for our President and Chief Executive Officer ("CEO"), and our Chief Financial Officer ("CFO"). This includes setting, in consultation with the CEO and CFO on an annual basis, corporate goals and objectives relevant to the compensation of the CEO and the CFO and reviewing and assessing their performance against those goals and objectives. In addition, this Committee is responsible for administering our equity compensation plans.

The Human Resources and Compensation Committee's duties and responsibilities also include:

overseeing succession planning and making recommendations to the Board regarding the appointment of our officers' and executive compensation;
reviewing with the CEO our salary scales and general salary structure, overall compensation strategy, objectives and policies;
reviewing and approving any compensation report required by applicable securities regulatory authorities for disclosure in annual meeting materials;
reviewing a code of ethics for our directors, officers and employees and submitting the same to the Board for its consideration and approval; and
assisting the Board in fulfilling its responsibilities relating to our retirement pension plans.

During 2025, the Human Resources and Compensation Committee met 3 times. All members attended all meetings, except for Ms. Jones, who attended 2 of the 3 meetings.

On May 22, 2025, Ms. Jones and Ms. Simpson ceased to be members of the Human Resources and Compensation Committee, and Mr. Sifton joined the Committee.

Position Descriptions

Our Board has developed written position descriptions for the Chair of the Board, for the Chair of each committee of the Board and for the CEO.

Chair of the Board of Directors

The Chair of our Board is responsible for the efficient organization and operation of the Board and its committees in order to facilitate the operations and deliberations of the Board and the satisfaction of the Board's responsibilities under its charter; ensuring the effective communication between the Board and management and that the Board effectively carries out its mandate; and reviewing the agenda for each meeting of the Board and for all meetings of the committees of the Board.

Chief Executive Officer

Our Board has also developed a written position description for the CEO. The objectives of the CEO include the general mandate to manage DCM and its businesses, including financial and human resources, and to maximize shareholder value. The CEO's objectives are discussed annually with the Human Resources and Compensation Committee.

Tenure Policies

Our Board's goal is to maintain a balanced board of directors comprised of members with diverse experience, characteristics and tenure. Subject to being annually elected by the shareholders, directors may serve on our Board for a period of up to ten years. The commencement of such ten-year period for existing directors occurred on the adoption of such term limit by the Board on November 10, 2020. On the recommendation of the Corporate Governance Committee, the Board may extend that limit by up to a further five years. The Board believes that its

regular Board evaluation process is an effective mechanism for achieving an appropriate level of renewal of the membership of the Board. A director of the Corporation is expected to submit their resignation to the Chair of the Board for consideration by the Board upon a recommendation of the Corporate Governance Committee in the following circumstances:

the credentials underlying the director's appointment have changed;
the director fails to receive a majority of votes for election at a shareholders meeting; or
the director is no longer qualified under applicable laws to serve as a director of the Corporation.

Board and Senior Management Diversity

Our Board recognizes the value of diversity at both the Board and senior management levels. The Corporation believes that director nominees and executive officer appointments should be based on merit, while also recognizing that a diversity of perspectives can enhance oversight, decision-making and long-term performance. Diversity is an important factor considered by the Corporate Governance Committee in assessing candidates and nominees for the Board.

Our Board has adopted a diversity policy (the "Diversity Policy"). In the Diversity Policy, "diversity" refers to the criteria that make individuals different from one another, including (without limitation) gender, sexual orientation, geography, education, background, regional and industry experience, ethnicity, age and disability. The term "executive officer" has the meaning attributed to it in NI 58-101.

In support of the Diversity Policy, the Board, the Corporate Governance Committee, the Chair of the Board and the CEO will, as applicable, consider diversity alongside skills, experience, independence, tenure and the ability to devote sufficient time when identifying and evaluating candidates for director and senior leadership positions.

consider the benefits of diversity, including (without limitation) the dimensions described above;
consider the level of representation of women on the Board and in executive officer positions; and
as appropriate, engage independent external advisors to assist in identifying candidates who meet the Corporation's skills, expertise and diversity criteria.

Assuming the re-election of the nominees proposed for election at this Meeting, one of the directors will be a woman (approximately 14%). The Board acknowledges that this level of representation does not reflect the importance it places on diversity and expects representation to evolve over time as succession opportunities arise.

The Board also recognizes that progress in Board diversity occurs through planned and episodic refreshment, given longer director tenures and the need to balance continuity, institutional knowledge, and effective oversight. As a result, changes in Board composition are typically incremental rather than immediate.

The Corporate Governance Committee is responsible for overseeing Board composition and succession planning and actively considers gender diversity when identifying and evaluating potential director candidates. In doing so, the Committee seeks to ensure that diverse candidates are meaningfully represented within the pool of

individuals considered for Board service, while maintaining the skills and experience required to meet the Corporation's strategic and governance needs.

While the Board has not adopted formal quotas or fixed numerical targets, it views diversity as a priority and expects representation to evolve over time as succession opportunities arise. The Board remains committed to continued progress and will assess diversity outcomes as part of its ongoing governance review process.

The Board views gender diversity as a matter of Board accountability and will continue to evaluate its composition in light of this priority as part of its regular succession planning process.

The Corporate Governance Committee reviews the Diversity Policy every two years, including an assessment of its effectiveness, and recommends any revisions to the Board for approval.

Board and Committee Assessments

The Chair of our Board is responsible for the effective operation of the Board and its committees. These duties include ensuring that issues regarding quality of information and the performance of our Board have been reviewed at meetings of the Board and that the Chair has made himself or herself available at all times for discussions with individual members of the Board regarding the Board's performance. In carrying out his or her responsibilities, the Chair also reviews the contributions of individual directors and considers whether the current composition of the Board promotes effectiveness and efficiency in its decision-making. The Audit Committee, Human Resources and Compensation Committee and Corporate Governance Committee each regularly assesses its effectiveness by requesting and collecting information from respective members of each Committee in connection with formal and informal assessments of the Board. As a result of this process, our Board believes that the Board and each of its committees are operating effectively, with highly capable, informed individuals carrying out their responsibilities in a professional manner. Our Board and the Committees typically each conduct self-assessments every year. The Board last completed self-assessments in 2025.

Orientation and Continuing Education

We provide new directors with access to our CEO and all other senior management to provide each director with an understanding of DCM. The Chair of our Board reviews with new directors the role of the Board, its Committees and the expectations of each member of the Board, including the rules and regulations with regard to the trading of our securities. Updates on our businesses and activities are provided to directors on a regular basis to ensure that directors have the necessary knowledge concerning DCM to meet their obligations as directors. All directors are also encouraged to visit our facilities with a view to enabling them to better understand our businesses.

Ethical Business Conduct

As part of our commitment to effective corporate governance, all directors, officers and employees of DCM must act in accordance with our Business Conduct Guidelines (the "Guidelines"). The Guidelines, which have been adopted by our Board, require every director, officer, and employee of DCM to observe high standards of business and personal ethics as they carry out their duties and responsibilities. The Guidelines set forth policies and procedures which comprise the core principles applicable to all, and address ethical conduct, conflicts of interest and compliance with applicable law. The Human Resources and Compensation Committee oversees and monitors the Guidelines and reports to our Board on the implementation and monitoring of the Guidelines and all matters

that arise related to their provisions, including any departures or waivers that are granted. Any person may obtain a copy of the Guidelines by visiting www.datacm.com under Governance; by written request to the Secretary of the Corporation, 9195 Torbram Road, Brampton, Ontario, Canada, L6S 6H2, or by calling (905) 791-3151. Our Board also ensures that directors exercise independent judgment in consideration of transactions in respect of which a director or executive officer, as applicable, has a material interest by requiring all directors and executive officers to adhere to the declaration of conflict-of-interest requirements mandated by applicable law.

Majority Voting Policy

Our Board has adopted a majority voting policy in director elections that will apply at any meeting of our shareholders where an uncontested election of directors is held. For the purposes of this policy, an "uncontested election" of directors of the Corporation means an election where the number of nominees for directors is equal to the number of directors to be elected. Pursuant to this policy, if the number of proxy votes withheld for a particular director nominee is greater than the votes in favour of such director, the director nominee must submit his or her resignation to the Board forthwith following the applicable shareholders' meeting, effective on acceptance by the Board. Following receipt of the resignation, the Board will refer the resignation to the Corporate Governance Committee for consideration. The Corporate Governance Committee will consider whether or not to accept the offer of resignation and make a recommendation to the Board as to whether to accept or reject the resignation. Except in special circumstances that would warrant the continued service of the applicable director on our Board, the Corporate Governance Committee will be expected to accept, and recommend that the Board accept, the resignation. In considering whether or not to accept the resignation of that director, the Corporate Governance Committee will consider all factors deemed relevant by members of the Corporate Governance Committee, including the stated reasons why shareholders withheld votes from the election of that director, the composition of our Board, the length of service and the qualifications of that director, that director's contributions to the Corporation and our governance guidelines.

Within 90 days following the applicable shareholders' meeting, the Board will determine whether to accept or reject the director's resignation offer that has been submitted, on the recommendation of the Corporate Governance Committee. In considering the Committee's recommendation, the Board will consider the factors considered by the Committee and such additional information and factors as the Board considers to be relevant. Following the Board's decision on the resignation, the Board will publicly disclose its decision whether to accept the applicable director's resignation and fully state the reasons for rejecting the resignation. If a resignation is accepted, the Board may, subject to any applicable corporate law restrictions, leave a vacancy on the Board unfilled until the next annual meeting of shareholders, fill the vacancy by appointing a new director whom the Board considers to merit the confidence of the shareholders, or call a special meeting of shareholders to consider a new nominee to fill the vacant position.

A director who tenders his or her resignation pursuant to this policy will not be permitted to participate in any meeting of the Board or of the Corporate Governance Committee at which the resignation is considered, subject to certain exceptions in the event of a lack of quorum. A copy of the majority voting policy may be found in the Investor Relations section of our website at www.ir.datacm.com under the heading "Governance & Sustainability - Corporate governance documents".

Advance Notice By-Law

By-Law No. 2 of the Corporation is an advance notice by-law and applies to nominations of directors at the Meeting. Among other things, By-Law No. 2 fixes a deadline by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid. By-law No. 2 requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of the Corporation are made by shareholders other than pursuant to (i) a requisition of a meeting of shareholders made pursuant to the provisions of the Business Corporations Act (Ontario) (the "OBCA"), or (ii) a shareholder proposal made in accordance with the provisions of the OBCA.

By-Law No. 2 enables the Corporation to receive adequate prior notice of director nominations, and sufficient information on the nominees, and to evaluate the proposed nominees' qualifications to act as directors of the Corporation. No person will be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of By-Law No. 2. In the case of an annual meeting of shareholders, notice to the Secretary of the Corporation must be given not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the nominating shareholder may be given not later than the close of business on the tenth day following the notice date. In the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), notice to the Secretary of the Corporation must be given not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting was made. In no event will any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a nominating shareholder's notice.

Our Board may, in its sole discretion, waive any requirement of By-Law No. 2. A copy of By-Law No. 2 may be found on SEDAR+ at www.sedarplus.ca.

COMPENSATION DISCUSSION AND ANALYSIS

The following section of this Circular and the section below entitled "Executive Compensation" discuss our executive compensation policies and practices, including information regarding all significant elements of compensation awarded to, earned by, paid to, or payable to each of our executive officers named in the Summary Compensation Table below (our current CEO, Richard Kellam; our current CFO, James E. Lorimer; and our three other most highly compensated executive officers in 2025). We refer to these individuals in this Circular as the Named Executive Officers.

Compensation Philosophy and Objectives

Our executive officer compensation program is designed to:

provide motivation and incentives to our executives with a view to enhancing shareholder value and successfully implementing our business plans;

attract and retain key employees;
recognize the scope and level of responsibility of each position;
provide a competitive level of total compensation to all of our executives; and
reward superior performance and achievement.

We evaluate both performance and compensation to ensure that our compensation philosophy and objectives are met. We periodically review our executive officer compensation philosophy and program to ensure that they are consistent with our goal of attracting, retaining and motivating executive officers to enhance shareholder value. In 2025, those responsibilities were discharged by the Human Resources and Compensation Committee and the Board in the manner described above under the heading "Statement of Corporate Governance Practices – Committees of Our Board of Directors – Human Resources and Compensation Committee".

Executive Compensation

In establishing the compensation of our CEO and CFO, the Human Resources and Compensation Committee takes the following approach:

identify on a frequent basis the competitive market values of total compensation and the separate components of pay (including base salary, annual cash incentive awards and long-term compensation awards) for the CEO and CFO using benchmarking data;
consider the strategic value of the role of the CEO and CFO to our company and retention risk to determine the target positioning of the respective roles of the CEO and CFO relative to competitive market value; and
perform an evaluation of the performance of the CEO and CFO.

In evaluating the performance of the CEO and CFO, the Human Resources and Compensation Committee takes into account the following factors:

performance relative to job responsibilities, which, in the case of the CEO, include contributions to strategic planning and execution, financial acumen in running the business, board relations, management development, and management of operations;
key financial and non-financial achievements based on our annual financial results and the executive officer's personal performance objectives; and
self-evaluations of the performance of the CEO and CFO with respect to achieving non-financial objectives, contributions to the leadership team and overall leadership.

Decisions regarding the compensation of our other executive officers are made by the CEO, who annually reviews the performance of each member of our executive team during the year against our annual financial results as well as achievements of personal performance objectives detailing accomplishments, areas of strength and areas of development. The CEO bases his evaluations on knowledge of each executive officer's individual performance and achievements relative to their job responsibilities. The weight ascribed to any one of the components of executive

compensation varies from individual to individual. The CEO determines the total compensation for each of the executive officers and those decisions are then implemented. The Human Resources and Compensation Committee reviews and approves the CEO's determination as to the total compensation for each of the executive officers.

In determining the compensation of the CEO and CFO, the Board may exercise its discretion to award compensation absent attainment of the relevant performance goal or similar condition or to reduce or increase the size of any award or payout. The CEO may exercise similar discretion in determining the compensation of the other executive officers.

The Human Resources and Compensation Committee met in March 2026 to review DCM's preliminary financial results for 2025 and determine the basis on which to evaluate the performance in 2025 of the CEO and the CFO.

Role of the Compensation Consultant

The Human Resources and Compensation Committee may engage compensation consultants or other advisors to provide information and advice to the Human Resources and Compensation Committee. We pay for the costs of those engagements.

Decisions made by the Human Resources and Compensation Committee are the responsibility of the Human Resources and Compensation Committee and may reflect factors and considerations other than the information and recommendations provided by third party, independent compensation consultants as required.

Neither the Human Resources and Compensation Committee nor our Board engaged an external compensation consultant or advisor in 2024 or 2025 to advise on executive compensation. However, the Corporate Governance Committee engaged an external compensation consultant in 2023 to advise it on director compensation. See "Director Compensation".

All Other Fees

We paid $495,458 and $360,240 to Mercer and its affiliates for consulting, actuarial, and defined benefit pension administration services in respect of our employee benefits plans in 2025 and 2024, respectively.

Components of Executive Compensation

During the year ended December 31, 2025, the components of compensation for our executive officers were:

fixed compensation comprised of base salary;
variable short-term incentive compensation plan ("STIP") comprised of performance-based annual cash bonuses;
integration incentive variable compensation comprised of performance-based cash bonuses;
variable long-term incentive compensation plan ("LTIP") awards comprised of both performance-based RSU awards and non-performance-based RSUs with vesting periods, as well as stock options; and

indirect compensation comprised of
retirement benefits, including defined contribution pension plan and defined benefit pension plan;
employee share ownership plan; and
personal benefits and perquisites such as car allowances and healthcare insurance.

The mix of these components in any given year is primarily influenced by the individual performance of the executive officer, the financial performance of DCM and competitive market levels of compensation.

The diagram below provides a summary of the target total mix of base salary, short-term incentive compensation, and long-term incentive compensation in 2025 for our Named Executive Officers:

See below for a more detailed discussion on each key component of our compensation program.

Base Salary

We provide our executive officers with base salary to compensate them for services rendered during the fiscal year and to aid in attracting and retaining quality employees. The base salary for each of our executive officers is reviewed annually or upon a promotion or other change in job responsibility, based on the individual's level of responsibility, the importance of the position to us and the individual's contribution to our performance.

Variable Performance-Based Short-Term Incentive Compensation

The objective of including variable performance-based short-term incentive compensation as part of the total compensation paid to our executive officers is to encourage and reward those individuals' contributions in producing strong financial and operational results and to focus our senior management to work as a team on our overall corporate results and strategic initiatives.

Our executive officers each have the opportunity to earn annual performance-based cash bonuses, which are awarded on the basis of our consolidated financial objectives tied to target financial results of the Corporation for the relevant year. Those objectives are established by our Board, with the recommendation of the Human Resources and Compensation Committee. Short-term incentive compensation is 100% dependent on achievement of certain financial objectives of the Corporation.

In 2025, financial metric objectives were designed to incent management to grow revenues; to incent management to focus on continued overhead; and to deliver higher levels of EBITDA. The table below provides a summary of financial objective metrics, relative weightings, and indexing for fiscal 2025.

Financial Metric Objectives	Weighting	Starting Payout as % of Target (2)	Payout at 100% of Target	Maximum Payout as % of Target
Total Revenues	40%	90% at 98% of Target	100%	200% at + 102% of Target
EBITDA (1)	40%	90% at 96% of Target	100%	200% at 102% of Target
Total	100%	90%	100%	200%

EBITDA is not an earnings measure recognized by International Financial Reporting Standards (IFRS), does not have any standardized meanings prescribed by IFRS and might not be comparable to similar financial measures disclosed by other issuers. EBITDA should not be construed as an alternative to net income (loss) determined in accordance with IFRS as an indicator of DCM's performance. For a description of the composition of EBITDA, why we believe such measure is useful to investors and how we use those measures in our business, together with a quantitative reconciliation of net income (loss) to EBITDA, see the information under the heading "Non-IFRS Accounting Standards Measures" and Table 5 of DCM's management's discussion and analysis dated March 11, 2026 for the year ended December 31, 2025.
A minimum of 95% of target EBITDA is required to qualify participants for compensation for any short-term incentive compensation metrics. Payouts thereafter are pro-weighted based on each financial metric proportionally, between the starting payout at 90% of target, 100% payout at 100% of target, and then up to the maximum payout at 200%.

The Board, with the recommendation of the Human Resources and Compensation Committee, retains the discretion to change or delay the approval of performance objectives, measures and targets in relation to executive compensation and to approve adjustments to calculated performance-based compensation awards when it believes it is reasonable to do so or to reflect extraordinary events and other factors not contemplated in the original objectives, measures or targets. In exercising this discretion, the Board takes into account factors such as key performance indicators and the business environment in which DCM operates.

The actual financial performance of the Corporation in 2025 resulted in the minimum thresholds for payment based on Total Revenues and EBITDA targets not being achieved. On the recommendation of the Human Resources and Compensation Committee, no payouts for all such participants were made.

The table below summarizes the short-term incentive compensation ranges, reference base salary and on-target incentive eligibility considered by the Board, on the recommendation of the Human Resources and Compensation Committee, potential range of payouts, and basis of actual payouts to our Named Executive Officers in 2025.

Named Executive Officer	Base Salary $	On-target short-term incentive eligibility (% of base salary)	On-target short-term incentive eligibility	Minimum threshold to achieve short-term incentive compensation (% of base salary)	Maximum short-term incentive eligibility (% of base salary)	Actual payout on short-term incentive compensation
Richard C. Kellam, President & CEO	600,000	100%	600,000	90%	200%	0%
James E. Lorimer, CFO	450,000	75%	337,500	90%	200%	0%
Jason Sharpe, Senior Vice President, Commercial Leadership	220,000	50%	110,000	90%	200%	0%
Christine Custodio, Senior Vice President, Operations	252,926	50%	126,463	90%	200%	0%
Steve Livingstone, Senior Vice President, Digital	264,462	50%	132,231	90%	200%	0%

Integration Incentive Variable Compensation

In connection with the acquisition of MCC in 2023 and the subsequent integration activities for 2024 and 2025, the Board approved an additional element related to variable compensation incentive intended to reward certain individuals for their contributions to the successful acquisition and integration of MCC into DCM. The integration incentive compensation plan ("Integration Compensation") consisted of variable compensation payable should Adjusted EBITDA targets for the twelve months ended April 30, 2024 and April 30, 2025, respectively, be met. The dates approximate the twelve- and 24-month periods following the closing of the MCC acquisition, respectively. A minimum of 90% of target Adjusted EBITDA was required to qualify participants for compensation for the respective periods. Payouts thereafter are weighted based on achievement of the Adjusted EBITDA objective, between 90% payout at 90% of target, 100% payout at 100% of target, and then up to 200% payout. Targets were established to encourage higher levels of synergy realization and financial performance. Payouts vest and are payable following completion of the Corporation's financial results for the second quarters of 2024 and 2025, respectively. Similar levels of Integration Compensation were applicable for each of the 2024 and 2025 periods.

The table below summarizes the incentive compensation ranges and on-target Integration Compensation incentive eligibility considered by the Board, on the recommendation of the Human Resources and Compensation Committee, potential range of payouts, and basis of actual payouts to eligible Named Executive Officers in 2025.

Named Executive Officer	On-target short-term incentive eligibility in 2025	Minimum threshold to achieve short-term incentive compensation (% of base salary)	Maximum short-term incentive eligibility (% of base salary)	Actual payout on short-term incentive compensation in 2025	Actual payout on short-term incentive compensation in 2024
Richard C. Kellam, President & CEO	150,000	90%	200%	0%	135.9%
James E. Lorimer, CFO	100,000	90%	200%	0%	135.9%

Jason Sharpe, Senior Vice President, Commercial Leadership	50,000	90%	200%	0%	135.9%
Christine Custodio, Senior Vice President, Operations	50,000	90%	200%	0%	135.9%

CEO Share Ownership Guidelines

Pursuant to his employment agreement, by no later than the fifth anniversary of his employment commencement date of March 8, 2021, Mr. Kellam is required to own, directly or indirectly, a number of Common Shares having an aggregate Fair Market Value (as defined in the LTIP) that is equal to three times his then applicable annual base salary. From and after that initial five-year period, the minimum share ownership level will be determined on December 31 of each year. Mr. Kellam presently owns a total of 769,298 Common Shares.

The chart below sets out the total market value of the Common Shares and all other equity-like securities owned, directly or indirectly, by Mr. Kellam as of April 7, 2026:

Multiple of Base Salary(1)	Minimum Equity Ownership Level Required(2)	Common Shares Owned	Market Value of Common Shares(2)	Stock Options	Market Value of Unexercised In-the-Money Stock Options(3)	RSUs(4)	Market Value of RSUs(4)	Market Value of Equity	% of Achievement
3x	$1,800,000	769,298	$1,230,877	2,500,000	$2,275,000	375,019	$600,030	$4,105,907	228%

Notes: (1) Represents three times Mr. Kellam's base salary of $600,000. (2) Based on the closing price of the Common Shares on April 6, 2026 of $1.60. (3) The value of unexercised in-the-money stock options is calculated based on the difference between the exercise price of the stock options and the closing price of the Common Shares on April 6, 2026. (4) Based on the closing price of the Common Shares on April 6, 2026 of $1.60 and assuming all RSUs held by Mr. Kellam vest in accordance with their terms.

Long-Term Incentive Compensation

We maintain for our directors, officers and other employees an amended and restated LTIP, a summary of which is set out below.

Purpose

The purpose of the LTIP is to enable DCM to recruit and retain highly qualified directors, officers, employees and consultants and provide eligible participants with compensation opportunities that will encourage ownership of Common Shares, enhance our ability to attract, retain and motivate key personnel, reward key senior management for strong financial performance, and provide an incentive for productivity and an opportunity to share in the growth and value of the Corporation and align the interests of participants with the interests of shareholders.

Eligibility

The composition of eligible participants in the LTIP from time to time is determined by the Board or the Human Resources and Compensation Committee, taking into account the recommendations of the CEO (other than with respect to directors), and is limited to directors, officers (including officers of our affiliates), employees (including employees of our affiliates), and consultants (including consultants of our affiliates as well as consultant companies) providing management or administrative services to DCM and employees of such consultants/consultant companies.

Administration

The LTIP is administered by our Board or the Human Resources and Compensation Committee.

Awards

Awards granted under the LTIP may consist of stock options, stock appreciation rights ("SARs"), restricted Common Shares ("Restricted Shares"), RSUs, and deferred share units ("DSUs"). Each award will be subject to the terms and conditions set forth in the LTIP and to those other terms and conditions specified by the Board or the Human Resources and Compensation Committee. Previous awards will be taken into account when considering new awards.

Shares Subject to the LTIP

Subject to adjustment in certain circumstances as discussed below, the LTIP authorizes the issuance of up to 10% of the issued and outstanding Common Shares from time to time pursuant to the terms of the plan. The maximum number of Common Shares that: (i) are issuable to insiders; and (ii) may be issued to insiders within a one-year period pursuant to awards under the LTIP and any other share-based compensation arrangement we adopt is 10% of the Common Shares outstanding from time to time. For these purposes, the term "insider" has the same meaning as "reporting insider" in National Instrument 55-104 – Insider Reporting Requirements and Exemptions. The number of shares subject to each award, the exercise price, the expiry time, the extent to which such award is exercisable and other terms and conditions relating to such awards is determined by the Board or the Human Resources and Compensation Committee. No participant will be granted awards in any single calendar year with respect to more than 5% of the issued and outstanding Common Shares. If, and to the extent, awards granted under the plan terminate, expire, cancel, or are forfeited without being exercised and/or delivered, Common Shares subject to such awards will again be available for grant under the LTIP. Additionally, to the extent any Common Shares subject to an award are tendered and/or withheld in settlement of any exercise price and/or any tax withholding obligation associated with that award, those Common Shares will again be available for grant under the LTIP.

In the event of any recapitalization, reorganization, amalgamation, stock split or combination, stock dividend or other similar event or transaction, substitutions or adjustments will be made by the Board or the Human Resources and Compensation Committee to: (i) the aggregate number, class and/or issuer of the securities reserved for issuance under the LTIP; (ii) the number, class and/or issuer of securities subject to outstanding

awards; and (iii) the exercise price of outstanding options or SARs, in each case in a manner that reflects equitably the effects of such event or transaction.

Awards under the LTIP will be non-assignable and non-transferable although they are assignable to and may be exercisable by a participant's legal heirs or personal representatives in certain cases.

As of the date of this Circular, the number of awards outstanding under the LTIP which are expected to be settled in Common Shares is 1,746,231, which represents 3.2% of the issued and outstanding Common Shares. The number of securities available for grant under the LTIP is 3,743,665, which represents 6.8% of the issued and outstanding Common Shares (see "Securities Authorized for Issuance Under Equity Compensation Plans").

Amendments

Our Board or the Human Resources and Compensation Committee may, without shareholder approval, amend the LTIP with respect to (i) amendments of a "housekeeping nature"; (ii) changes to the vesting provisions of the LTIP or any award; (iii) changes to the provisions of the LTIP relating to the expiration of awards prior to their respective expiration dates upon the occurrence of certain specified events; (iv) changes in the exercise price of an award granted to a participant who is not an insider; (v) the cancellation of an award; or (vi) any other amendment to the LTIP or an award which is approved by any applicable stock exchange on a basis which does not require shareholder approval to be obtained.

Termination of Service

Unless provided otherwise in the award agreement, the right to exercise any option or SAR will terminate 90 days following termination of the participant's relationship with us or any of our affiliates, as applicable, for reasons other than death, disability or termination for cause (as defined in the LTIP). If the participant's service with us or any of our affiliates terminates due to death or disability, unless provided otherwise in the award agreement or individual employment agreement, the right to exercise an option or SAR will terminate on the earlier of one year following such termination and the award's original expiration date. If the participant's relationship with us is terminated for cause, any option or SAR not already exercised will be automatically forfeited as of the date of such termination and any unvested RSUs will immediately expire on the date of such termination.

Restricted Shares held by the participant subject to any restrictions specified by the Board or the Human Resources and Compensation Committee.

Change of Control

In the event of a change of control of the Corporation, the Board or the Human Resources and Compensation Committee will have discretion to, among other things, accelerate the vesting of outstanding awards, settle outstanding awards in cash or exchange outstanding awards for similar awards of a successor company. A change of control will be deemed to have taken place upon the occurrence of any of the following, in one transaction or a series of related transactions:

the acquisition by any person or persons acting jointly or in concert, whether directly or indirectly, of beneficial ownership of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50% of all of the then outstanding voting securities of the Corporation;
an amalgamation, arrangement, consolidation, share exchange, take-over bid or other form of business combination of the Corporation with another person that results in the holders of voting securities of that other person holding, in the aggregate, more than 50% of all outstanding voting securities of the person resulting from the business combination;
the sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation or any of its affiliates to another person, other than in the ordinary course of business of the Corporation or of an affiliate of the Corporation or to the Corporation or any one or more of its affiliates;
the adoption of a resolution to wind-up, dissolve or liquidate the Corporation;
as a result of, or in connection with, a contested election of directors of the Corporation, or an amalgamation, arrangement, reorganization, consolidation, share exchange, take-over bid or other form of business combination involving the Corporation or any of its affiliates and another person, the nominees named in the most recent management information circular of the Corporation for election to our Board do not constitute a majority of the Board; or
any other transaction that is deemed to be a "Change in Control" for the purposes of the LTIP by our Board in its sole and absolute discretion.

Stock Options

The exercise price of any stock option granted under the LTIP will be the market price of the Common Shares, being the closing price of the Common Shares on the TSX on the date immediately before the date on which the option is granted or such other minimum price as is permitted by the TSX in accordance with its policies from time to time. Our Board or the Human Resources and Compensation Committee will be entitled to determine the option term for each option; provided, however, that the exercise period of any option may not exceed 10 years from the date of grant. It is currently anticipated that stock options granted under the LTIP will expire between five to seven years after the date of grant. Vesting for each option will also be determined by our Board or the Human Resources

and Compensation Committee. In the event that the term of a stock option expires during a period (a “Blackout Period”), when insiders of the Corporation are prohibited from trading in Common Shares under the terms of the Corporation’s insider trading policy in effect from time to time or within 10 business days thereafter, the option will expire on the date that is 10 business days after the Blackout Period is lifted.

SARs

Our Board or the Human Resources and Compensation Committee is authorized to grant SARs pursuant to the terms of the LTIP. Upon exercise of a SAR, the participant will be entitled to receive an amount equal to the difference between the closing price of the Common Shares underlying the SAR on the TSX on the date immediately before the date of grant and the closing price of the Common Shares underlying the SAR on the TSX on the date immediately before the date of exercise. Such amount is payable in cash or Common Shares as determined by the Board or the Human Resources and Compensation Committee. The terms of the LTIP provide that, in the event that the term of a stock option expires during a period, or a Blackout Period, when insiders of the Corporation are prohibited from trading in Common Shares under the terms of the Corporation’s insider trading policy in effect from time to time or within 10 business days thereafter, the option will expire on the date that is 10 business days following after the Blackout Period is lifted.

Restricted Shares

Our Board or the Human Resources and Compensation Committee is authorized to grant Restricted Shares pursuant to the terms of the LTIP. Restricted Shares may consist of either treasury Common Shares or outstanding Common Shares purchased for purposes of the LTIP. Restricted Shares will be granted subject to restrictions which will be determined by, and may be varied by, our Board or the Human Resources and Compensation Committee. Restricted Shares will generally vest over a five-year period. All Restricted Shares will be held for the benefit of participants in the name of a trustee appointed for purposes of the LTIP or, in the case of non-treasury Restricted Shares, by a custodian with whom shares are deposited by the trustee. Participants will have no custody or control of the Restricted Shares granted to them while they are held by the trustee or the custodian. Restricted Shares will only be released to the participant after the shares become free of all restrictions.

RSUs

Our Board or the Human Resources and Compensation Committee is authorized to issue RSUs subject to such terms and conditions, not inconsistent with the terms of the LTIP, as our Board or the Human Resources and Compensation Committee may impose in its sole and absolute discretion. An RSU is a contractual promise to issue shares and/or cash in an amount equal to the fair market value (determined at the time of distribution) of the Common Shares subject to the award, at a specified future date, subject to the fulfillment of vesting conditions specified by our Board or the Human Resources and Compensation Committee. Prior to settlement, an RSU will carry no voting or dividend rights or other rights associated with share ownership. An RSU award may be settled in Common Shares, cash, or in any combination of both and it is the Corporation’s practice that RSUs are generally intended to be settled in cash. However, a determination to settle an RSU in whole or in part in cash may be made by our Board or the Human Resources and Compensation Committee, in its sole discretion.

RSUs Awarded Pursuant to Employment Agreements

Under the terms of his employment agreement, Mr. Kellam is entitled to receive an annual non-performance-based grant of RSUs equal to 10% of his annual base salary at the time of the grant. Those RSUs are granted under the LTIP and are subject to cliff-vesting after three years, and, in the event that he is no longer a participant in the LTIP prior to vesting, would be forfeited.

In addition, Mr. Kellam and Mr. Lorimer are entitled under the terms of their respective employment agreements to receive annual grants of RSUs equal to 40% of their annual base salary at the time of the grant. These RSUs are also granted under the LTIP and have typically vested annually in three equal amounts and have been comprised as to 75% of performance-based awards and 25% of non-performance based awards. The nature of the awards are determined on an annual basis by the Board, upon the recommendation of the Human Resources and Compensation Committee, as described in the following sections.

2025 LTIP Awards of Performance Based and Non-Performance Based RSUs

In March 2025, the Human Resources and Compensation Committee recommended the award of certain performance and non-performance based RSUs (the "2025 LTIP"), to certain members of senior management of the Corporation. The 2025 LTIP was subsequently approved by our Board. Eligible participants in the 2025 LTIP received a number of RSUs (the "2025 Awarded RSUs"), based on a percentage of their base salaries, of which 75% were performance based and 25% were non-performance based. Each 2025 Awarded RSU represents the right to receive from the Corporation, as soon as reasonably practicable following the final vesting date, a distribution in an amount equal to the fair market value (on the final vesting date) of one Common Share, with vesting of 2025 Awarded RSUs as to one-third upon approval by the Board of the Corporation's audited financial statements for fiscal 2025, one-third upon the Board's approval of the Corporation's audited financial statements for fiscal 2026 and one-third upon the Board's approval of the Corporation's audited financial statements for fiscal 2027, being the final vesting date. 2025 Awarded RSUs under the 2025 LTIP are subject to forfeiture in accordance with the LTIP, and, in the case of performance-based 2025 Awarded RSUs, in the event that at least 90% of the target financial objective was not achieved during fiscal 2025.

2025 LTIP Performance-Based RSUs

The performance-based 2025 Awarded RSUs for all participants were contingent upon the Corporation achieving a threshold amount of EBITDA in fiscal 2025. Failure to achieve the target EBITDA in the year would result in a decline in the number of, or forfeiture of, performance-based 2025 Awarded RSUs for that year, while exceeding the target would generate an increase in the number of performance-based 2025 Awarded RSUs. The number of performance-based 2025 Awarded RSUs is adjusted on the following basis: at less than 96% achievement of the EBITDA objective, the performance-based 2025 Awarded RSUs are forfeited; at 96% achievement, the number of performance-based 2025 Awarded RSUs is adjusted to 90%; if the Corporation achieves greater than 90% and up to 100% of the Adjusted EBITDA objective, the number of performance-based 2025 Awarded RSUs is adjusted on a graduated scale between 90% and 100%; if the Corporation achieves greater than 100% and up to 2% of the EBITDA objective, the number of performance-based 2025 Awarded RSUs is adjusted on a graduated scale between 100% and 200%.

The number of non-performance based 2025 Awarded RSUs is fixed at 100%.

Mr. Kellam and Mr. Lorimer were each entitled under the terms of their employment agreements to receive a 2025 LTIP grant of 2025 Awarded RSUs equal to 40% of their respective annual base salaries. Mr. Sharpe, Ms. Custodio and Mr. Livingstone each received 2025 Awarded RSUs equal to 10% of their respective base salaries.

In 2025, the EBITDA threshold for participants was established with consideration by the Human Resources and Compensation Committee, and was the same target EBITDA threshold applicable to the performance-based financial objective applicable to short-term incentive compensation for the year.

The actual financial performance of the Corporation in 2025 resulted in the minimum EBITDA threshold not being achieved. On the recommendation of the Human Resources and Compensation Committee the Board approved the forfeiture all 2025 performance-based RSUs for all such participants.

2025 LTIP Non-Performance Based RSUs

The first one-third of the non-performance based 2025 Awarded RSUs for Messrs. Kellam, Lorimer, Sharpe and Ms. Custodio, along with all other participants in the 2025 LTIP, vested upon approval by the Board of the Corporation's fiscal 2025 financial results in March 2026, and the second and third vesting periods of such RSUs will be in March 2027 and March 2028, respectively. As Mr. Livingstone was not employed by DCM at such time, his non-performance based RSUs were forfeited.

2024 LTIP Awards of Performance Based and Non-Performance Based RSUs

In March 2024, the Human Resources and Compensation Committee recommended the award of certain performance and non-performance based RSUs (the "2024 LTIP"), to certain members of senior management of the Corporation. The 2024 LTIP was subsequently approved by our Board. Eligible participants in the 2024 LTIP received a number of RSUs (the "2024 Awarded RSUs") based on a percentage of their base salaries, of which 75% were performance based and 25% were non-performance based. Each 2024 Awarded RSU represents the right to receive from the Corporation, as soon as reasonably practicable following the final vesting date, a distribution in an amount equal to the fair market value (on the final vesting date) of one Common Share, with vesting of 2024 Awarded RSUs as to one-third upon approval by the Board of the Corporation's audited financial statements for fiscal 2024, one-third upon the Board's approval of the Corporation's audited financial statements for fiscal 2025 and one-third upon the Board's approval of the Corporation's audited financial statements for fiscal 2026, being the final vesting date. 2024 Awarded RSUs under the 2024 LTIP were subject to forfeiture in accordance with the LTIP, and, in the case of performance-based awards, in the event that at least 90% of the target financial objective was not achieved during fiscal 2024.

2024 LTIP Performance-Based RSUs

The performance-based 2024 Awarded RSUs for all participants were contingent upon the Corporation achieving a threshold amount of Adjusted EBITDA in fiscal 2024. Failure to achieve the target Adjusted EBITDA in the year would result in a decline in the number of, or forfeiture of, performance-based 2024 Awarded RSUs for that year, while exceeding the target would generate an increase in the number of performance-based 2024 Awarded RSUs.

The number of performance-based 2024 Awarded RSUs is adjusted on the following basis: at less than 90% achievement of the Adjusted EBITDA objective, the performance-based 2024 Awarded RSUs are forfeited; at 90% achievement, the number of performance-based 2024 Awarded RSUs is adjusted to 90%; if the Corporation achieves greater than 90% and up to 100% of the Adjusted EBITDA objective, the number of performance-based 2024 Awarded RSUs is adjusted on a graduated scale between 90% and 100%; if the Corporation achieves greater than 100% and up to 106.7% of the Adjusted EBITDA objective, the number of performance-based 2024 Awarded RSUs is adjusted on a graduated scale between 100% and 200%.

The number of non-performance based 2024 Awarded RSUs is fixed at 100%.

Mr. Kellam and Mr. Lorimer were each entitled under the terms of their employment agreements to receive a 2024 LTIP grant of 2024 Awarded RSUs equal to 40% of their respective annual base salaries. Mr. Sharpe, Ms. Custodio and Mr. Livingstone each received 2024 Awarded RSUs equal to 10% of their respective base salaries.

In 2024, the Adjusted EBITDA threshold for participants was established with consideration by the Human Resources and Compensation Committee, and was the same target Adjusted EBITDA threshold applicable to the performance-based financial objective applicable to short-term incentive compensation for the year.

The actual financial performance of the Corporation in 2024 resulted in the Adjusted EBITDA target not being met for eligible participants in the performance-based component of the 2024 LTIP. On the recommendation of the Human Resources and Compensation Committee, and taking into consideration, among other things, the over-achievement in respect of the target metrics for Gross Profit Percentage and SG&A metrics, progress made by management with regard to completing the planned post-acquisition integration activities relating to the acquisition of MCC prior to the end of fiscal 2024, and long-term retention objectives, the Board approved payout at 100% of target for all such participants.

The first one-third of the performance based 2024 Awarded RSUs for Messrs. Kellam, Lorimer, Sharpe and Livingstone and Ms. Custodio, along with all other participants in the 2024 LTIP, vested upon approval by the Board of the Corporation's fiscal 2024 financial results in March 2025, the second one-third vested in March 2026, and the third vesting period of such RSUs will be in March 2027. Mr. Livingstone forfeited his unvested awards given he was no longer employed by the Corporation in March 2026.

2024 LTIP Non-Performance Based RSUs

The first one-third of the non-performance based 2024 Awarded RSUs for Messrs. Kellam, Lorimer, Sharpe and Livingstone and Ms. Custodio, along with all other participants in the 2024 LTIP, vested upon approval by the Board of the Corporation's fiscal 2024 financial results in March 2025, the second one-third vested in March 2026, and the third vesting period of such RSUs will be in March 2027. Mr. Livingstone forfeited his unvested awards given he was no longer employed by the Corporation in March 2026.

DSUs

Our Board or the Human Resources and Compensation Committee will be authorized to issue deferred share units ("DSUs"), subject to such vesting and other terms and conditions, not inconsistent with the terms of the LTIP, as

our Board or the Human Resources and Compensation Committee may propose in its sole and absolute discretion. A DSU is a right to receive, on a deferred payment basis, a Common Share or the cash equivalent of a Common Share on the terms contained in the LTIP. The amount will not be paid out until such time as the recipient leaves us, thereby providing an ongoing equity stake throughout the recipient's period of service. A DSU award may be settled in Common Shares, cash, or in any combination of both. However, a determination to settle a DSU in whole or in part in cash may be made by our Board or the Human Resources and Compensation Committee, in its sole discretion.

The Corporation maintains a DSU plan for directors, whereby each director was given the option to elect to receive all or part of his or her compensation in DSUs. Each DSU represents the right to receive a distribution from the Corporation in an amount equal to the fair value of one Common Share on the date of the termination of service of the respective director. The number of DSUs payable to each director is determined by multiplying the total director fees payable by the amount of compensation elected to be paid in DSUs and dividing the product by the fair value of one Common Share on the grant date. DSUs granted are intended to be cash settled. During 2025, 522,596 DSUs were granted to directors, including a total of 483,194 additional DSUs granted in connection with the special dividends and quarterly dividends declared and paid.

Stock Options

In March 2021, our Board granted stock options to acquire up to 2,500,000 Common Shares to Richard Kellam, in connection with his appointment as President and CEO of the Corporation on March 8, 2021. 1,000,000 of those stock options vested immediately, 500,000 stock options vested on the first anniversary of Mr. Kellam's hire date, and 500,000 stock options vested on each of the second and third anniversaries of Mr. Kellam's hire date, with the vesting of any remaining unvested stock options dependent on his continued employment with the Corporation at the time of vesting. Once vested, the stock options are exercisable for a period of seven years from the grant date at an exercise price of $0.69 per share, representing the fair value of the Common Shares on the date of grant.

In May 2021, our Board granted stock options to acquire up to 125,000 Common Shares to James Lorimer, CFO. 41,666 of those stock options vested on the first anniversary of the grant date, 41,666 stock options vested on the second anniversary, and 41,667 stock options vested on the third anniversary, with the vesting of any remaining unvested stock options dependent on his continued employment with the Corporation at the time of vesting. Once vested, the stock options are exercisable for a period of seven years from the grant date at an exercise price of $0.85 per share.

In March 2022, our Board granted stock options to acquire up to 750,000 Common Shares to Steve Livingstone, in connection with his commencement of employment as Senior Vice President, Digital of the Corporation on April 4, 2022. 250,000 of those stock options vested on the first anniversary of Mr. Livingstone's employment, 250,000 stock options vested on the second anniversary of his hire date, and 250,000 stock options vested on the third anniversary of his employment date, with the vesting of any remaining unvested stock options dependent on his continued employment with the Corporation at the time of vesting. Once vested, the stock options are exercisable for a period of seven years from the grant date at an exercise price of $1.30 per share. In December 2025, Mr. Livingstone exercised all 750,000 stock options on a net settlement basis in exchange for 222,973 common shares.

In April 2023, our Board granted stock options to acquire up to 750,000 Common Shares to Rael Fisher, in connection with his commencement of employment as Chief Integration Officer, following the Corporation's

acquisition of MCC. 250,000 of those stock options vested on the first anniversary of Mr. Fisher's option grant, 250,000 stock options vested on the second anniversary of his option grant, and 250,000 stock options that would otherwise have vested on the third anniversary of his option grant, have been forfeited following Mr. Fisher's departure from the Corporation effective November 21, 2023. The 250,000 stock options granted to Mr. Fisher that vested on the second anniversary of their grant continued to vest as a result of the terms of Mr. Fisher's separation agreement. Once vested, the stock options held by Mr. Fisher are exercisable for a period of seven years from the grant date at an exercise price of $3.42 per share.

Pension Plans

Our executive officers participate in the same defined contribution pension plan as our other employees.

The objective of including pension plans as part of our executive compensation program is to provide retirement benefits and additional retirement income security for officers who remain with us for an extended period of time.

Personal Benefits and Perquisites

We provide our employees, including the Named Executive Officers, with other personal benefits and perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain quality employees for key positions. We periodically review the levels of other personal benefits and perquisites provided to the Named Executive Officers to ensure competitiveness and value to employees. The Named Executive Officers are given a car allowance and are entitled to reimbursement of a portion of certain business-related travel and entertainment expenses and participate in the pension plans described above.

Our executive officers participate in healthcare and other benefit programs on the same terms as our other employees.

Claw-Backs

We have not implemented any claw-back policy that would adjust or attempt to recover incentive compensation payable or paid to any executive officers if the performance objectives upon which the compensation was based were to be restated or otherwise adjusted in a manner that would have the effect of reducing the amount payable or paid.

Assessment of Risks Associated with Our Compensation Policies and Practices

We have assessed our compensation plans and programs for all our employees, including our executives, to ensure alignment of the various plans and programs with our business plan and to evaluate the potential risks associated with those plans and programs. We have concluded that, although we maintain performance-based incentive plans, our compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on us.

The Human Resources and Compensation Committee considers the risks associated with executive compensation and corporate incentive plans when designing such plans and the elements described below with respect to such

plans and programs have generally been implemented by or at the direction of the Human Resources and Compensation Committee.

In undertaking the assessment, the management team and the Human Resources and Compensation Committee considered the following features of our executive compensation plans and programs:

a detailed planning process with executive or Human Resources and Compensation Committee oversight exists for all compensation programs;
the proportion of an employee's performance-based pay increases as the responsibility and potential impact of the employee's position increases;
all short-term incentive plans and commission plans are cash-based plans, which results in less total compensation being tied solely to the performance of the Common Shares;
we set performance goals that we believe are reasonable in light of past performance and market conditions;
for performance-based financial objective targets for short-term cash compensation incentives, we typically use Adjusted EBITDA as a core corporate performance metric and apply additional metrics consistent with the Corporation's financial targets for the applicable year. In 2022, we introduced additional performance metrics including Revenue and Return on Total Asset ("ROTA"), targets, in addition to Adjusted EBITDA, for our short-term cash compensation incentive metrics, with all such compensation weighted on these three financial targets, as to 20%, 20% and 60%, respectively. In 2023, given the acquisition of MCC on April 24, 2023, we did not use ROTA as a metric given significant integration plans which were expected to make total assets more difficult to project accurately, and retained revenue and Adjusted EBITDA objectives as our key financial metrics, with a 40% and 60% weighting, respectively. In 2024, given the Corporation's focus on integration activities, we introduced Gross Profit Percentage, and total SG&A expenses as financial metrics, in order to focus management on improving gross profit margin and controlling overhead as we integrated the MCC business into DCM. Short-term compensation incentive targets in 2024 were weighted as to 20%, 20% and 60%, respectively for each of Gross Profit Percentage, SG&A and Adjusted EBITDA financial metrics. In 2025, the board elected to use total revenues and EBITDA as key financial metrics with a weighting as to 60% and 40%, respectively to reflect our focus on growing revenues and operating income;
for performance-based financial objective targets for long-term compensation incentives, we have used Adjusted EBITDA as the sole corporate performance metric;
we use time-based vesting after three years for certain of our CEO's long-term equity awards and use graded vesting over three years for our CFO and other participants in our long-term incentive awards, with any cash payouts to be made after the end of the final year of vesting in order to ensure our employees' interests are aligned with those of our shareholders for our long-term performance;
assuming achievement of at least a threshold level of performance, payouts under our performance-based plans result in some compensation at levels below full target achievement, rather than an "all-or-nothing" approach; and

through their participation in the LTIP, members of our senior management have a component of their leadership incentive plans tied to our overall performance to ensure cross-functional alignment with our business plan.

None of our executive officers or directors is permitted to purchase financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of our equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation earned by the Named Executive Officers for the period from January 1, 2023 to December 31, 2025. Compensation is presented for the fiscal year ended December 31, 2025 to the extent that the Named Executive Officer was an employee during that period.

NAME AND PRINCIPAL POSITION	YEAR	SALARY	SHARE-BASED AWARD (2) (7)	OPTION- BASED AWARDS (5)	NON-EQUITY INCENTIVE PLAN COMPENSATION	PENSION VALUE (3)	ALL OTHER COMPENSATION	TOTAL COMPENSATION
		($)	($)	($)	($)	($)	($)	($)
					Annual incentive plans(1)
Richard Kellam, Chief Executive Officer	2025	600,000	279,374	—	—	10,500	19,000	908,874
	2024	600,000	300,000	—	450,000	3,392	19,000	1,372,392
	2023	600,000	299,998	—	600,000	—	169,000	1,668,998
James E. Lorimer, Chief Financial Officer	2025	450,000	139,862	—	—	16,870	13,000	619,732
	2024	450,000	180,000	—	253,125	8,029	13,000	904,154
	2023	450,000	179,998	—	337,500	6,937	596,823	1,571,258
Jason Sharpe, Senior Vice President, Commercial Leadership (6)	2025	220,000	15,391	—	—	3,025	9,550	247,966
	2024	214,615	22,000	—	82,500	1,552	9,537	330,205
	2023	191,539	17,999	—	95,833	1,826	54,404	361,601
Christine Custodio, Senior Vice President, Operations	2025	252,926	17,837	—	—	10,372	9,966	291,101
	2024	241,443	24,750	—	92,813	1,754	10,000	370,759
	2023	218,654	21,000	—	109,375	2,106	67,021	418,156
Steve Livingstone, Senior Vice President, Digital (4) (5)	2025	264,462	16,610	—	—	3,943	6,923	291,938
	2024	300,000	30,000	—	112,500	—	9,000	451,500
	2023	300,000	29,998	—	150,000	—	9,001	488,999

Notes: (1) Represents annual cash bonuses earned during the year. These amounts are paid in the subsequent year.

(2) Represents the fair market value of RSU awards granted to the Named Executive Officer determined using the market value of the Common Shares on the date of grant. Certain RSU awards granted to Mr. Kellam as a result of his employment agreement cliff vest after three years. Other RSU awards granted to the Named Executive Officers under the Corporation's annual LTIP generally vest as follows: 1/3 after 12 months; 1/3 after 24 months; and 1/3 after 36 months.

(3) Represents the sum of the compensatory amounts related to the Corporation's defined contribution pension plan or RRSP matching plans.

(4) Mr. Livingstone's employment with the Corporation ended in October 2025.

(5) Mr. Livingstone exercised all 750,000 stock options in December 2025

(6) On May 11, 2023, Mr. Sharpe was appointed as Senior Vice President, Commercial Leadership of the Corporation.

(7) In 2025, the share-based awards granted to the Named Executive Officers include dividend-in-kind adjustments pursuant to our LTIP for all outstanding RSU awards on the record dates for dividends declared by the Corporation. In 2025, Mr. Kellam's share-based award compensation included $159,374 of such RSU adjustments, Mr. Lorimer's included $94,862, Mr. Sharpe's included $9,891, Ms. Custodio's included $11,457, and Mr. Livingstone's included $16,610.

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

The following table sets forth information regarding option-based awards and share-based awards to Named Executive Officers that were outstanding at December 31, 2025. All values shown in the table are based upon the closing price of the Common Shares of $1.64 per share on December 31, 2025 (the last trading day on the TSX in 2025).

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options (1) ($)	Number of shares or units of shares that have not been vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Richard Kellam (2) (3)	1,500,000	0.69	March 7, 2028	1,425,000	189,374	310,573	917,293
	121,231	0.69	March 7, 2028	115,169
	878,769	0.69	March 8, 2028	834,831
James. E. Lorimer (4) (5)	125,000	0.85	May 14, 2028	98,750	97,139	159,308	563,289
Jason Sharpe	—	—	—	—	11,200	18,368	57,097
Christine Custodio	—	—	—	—	12,829	21,040	66,438
Steve Livingstone (6)	-	-	-	-	-	-	129,017

Notes:

(1) The value of unexercised in-the-money stock options is calculated based on the difference between the exercise price of the stock options and the closing price of the Common Shares on December 31, 2025.

(2) The 1,500,000 options held by Mr. Kellam at December 31, 2024 vest over a three-year period from the date of grant at the rate of $1/3^{\text{rd}}$ per year, commencing on the first anniversary date on March 7, 2022. The exercise price of these stock options granted are $0.69 per share.

(3) The 121,231 and 878,769 options held by Mr. Kellam at December 31, 2024 vested immediately on the date of grant. The exercise price of these stock options granted are $0.69 per share. (4) The 125,000 options held by Mr. Lorimer at December 31, 2024 vest over a three-year period from the date of grant at the rate of 1/3rd per year, commencing on the first anniversary date on May 14, 2022. The exercise price of these stock options granted are $0.85 per share. (5) Mr. Livingstone exercised all 750,000 options in December 2025.

Value Vested or Earned During the Year

The following table discloses the aggregate dollar value that would have been realized if the options granted to Named Executive Officers had been exercised on the applicable vesting date, the aggregate value realized upon vesting of share-based awards and the value of non-equity incentive plan compensation earned, in each case during the year ended December 31, 2025.

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Richard Kellam	—	515,087	—
James E. Lorimer	—	250,970	—
Jason Sharpe	—	25,867	—
Christine Custodio	—	30,002	—
Steve Livingstone	—	48,867	—

Pension Plans

We maintain a defined benefit and defined contribution pension plans for certain DCM employees, including the employees of MCC. Certain employees and former employees are provided defined benefit pensions under the DATA Communications Pension Plan (the "DCM Plan"), which also includes a defined contribution provision. Certain employees and former employees of MCC are provided defined benefit pensions, and in some cases, an unfunded Supplementary Executive Retirement Plan under the Moore Canada Corporation Pension Plan (together, the "MCC Plan"). We also contribute to various Registered Retirement Saving Plan matching plans ("RRSP Matching Plans") which are similar to defined contribution pension plans. We also contribute to the Québec Graphics Communications Pension Plan for certain employees at our Drummondville plant in Québec. Prior to 2018, contributions were made to a similar plan, the Québec Graphics Communications Supplemental Retirement and Disability Fund. We also contribute to a number of multi-employer, defined benefit employee pension and non-pension benefit plans which are administered by Unifor Local 591G for our hourly employees at our Toronto, Ontario and Mississauga, Ontario plants. The DCM Plan and the MCC Plan have been amended such that no further service credits will accrue under the respective defined benefit provisions, although pensionable earnings on and after January 1, 2008 in the case of the DCM Plan, and on and after April 1, 2012 in the case of the MCC Plan will be factored into the determination of a participant's final average earnings. For more information regarding our pension plans, please refer to our most recent annual management's discussion and analysis filed on SEDAR+ at www.sedarplus.ca.

Defined Contribution Plans

The following table sets forth information regarding the present value of accumulated benefits for each of the Named Executive Officers under the defined contribution provision of the DCM Plan as of December 31, 2025. $^{(1)}$

Name	Accumulated value at start of year ($)	Compensatory ($)	Accumulated value at year end ($)
Richard Kellam	10,898	10,500	35,449
James E. Lorimer	200,708	16,870	255,317
Jason Sharpe	16,888	3,025	26,214
Christine Custodio	41,704	10,372	73,420
Steve Livingstone	—	3,943	8,623

Note: (1) The table includes an additional matching contribution by the Corporation.

On January 1, 2025, the Corporation made changes to the defined contribution provision of the DCM Plan. The Corporation allows all eligible employees, including the Named Executive Officers, to participate in the defined contribution provision of the DCM Plan immediately upon hire, and on a mandatory basis after one year of service. The defined contribution provision of the DCM Plan is based on a contribution by the employee of a percentage of his or her earnings, which is matched 100% by the Corporation. Earnings include base pay, commissions, bonuses and variable compensation. Pursuant to the defined contribution provision of the DCM Plan, the Corporation makes annual contributions up to a maximum of 3.0% of the employee's earnings. Employees are permitted to make additional voluntary contributions to the plan, but the Corporation will not match those additional contributions. The total mandatory and voluntary employee contributions and the Corporation's matching contributions are subject to limits under the Income Tax Act (Canada). These limits are updated annually and, in 2024, the annual contribution limit was the lesser of 18% of the employee's earned income and $32,490, rising to $33,810 in 2025. Funds are accumulated in the employee's account, following which the employee determines how the contributions will be invested by selecting from a group of funds available for the plan and administered by a Canadian financial services company as chosen by the Corporation. If the employee does not make an investment selection or makes an incomplete selection, the contributions will be invested in a default fund. Contributions on behalf of the Named Executive Officers are included in the "Non-Equity Incentive Plan Compensation – Long-term Incentive Plans" column of the Summary Compensation Table in this "Executive Compensation" section of this Circular. Upon retiring or leaving the Corporation, the Named Executive Officer will have choices in arranging for the transfer of his pension account pursuant to the defined contribution pension plan.

Termination and Change of Control Benefits

Termination of Employment of Named Executive Officers

Mr. Kellam and Mr. Lorimer were each entitled to the provision of benefits upon (i) the involuntary termination of his employment without cause; and (ii) the voluntary termination of his employment within a period of three months. For purposes of Mr. Kellam's and Mr. Lorimer's employment agreements with the Corporation, a "change of control" was defined as the occurrence of any of the following events: (i) the acquisition by any person or persons acting jointly or in concert (as determined by the Securities Act (Ontario), whether directly or indirectly, of

beneficial ownership of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50% of all of the then outstanding voting securities of the Corporation; (ii) an amalgamation, arrangement, consolidation, share exchange, take-over bid or other form of business combination of the Corporation with another person that results in the holders of voting securities of that other person holding, in the aggregate, more than 50% of all outstanding voting securities of the person resulting from the business combination; (iii) the sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation or any of its affiliates to another person, other than in the ordinary course of business of the Corporation or of an affiliate of the Corporation or to the Corporation or any one or more of its affiliates; (iv) the adoption of a resolution to wind-up, dissolve or liquidate the Corporation; or (v) as a result of, or in connection with, a contested election of directors of the Corporation or an amalgamation, arrangement, reorganization, consolidation, share exchange, take-over bid or other form of business combination involving the Corporation or any of its affiliates and another person, the nominees named in the most recent management information circular of the Corporation for election to our Board do not constitute a majority of the Board.

Under the terms of their respective employment agreements, Mr. Kellam and Mr. Lorimer (referred to below as the executive), are entitled to the following amounts in the event of the termination of their employment with the Corporation in the circumstances described below under the heading "Event":

Event

Voluntary Termination following a Change of Control or Involuntary Termination without Cause

Payment

A lump sum payment equal to:

The executive's annual base salary, plus annual bonus (calculated based on the average annual bonus paid to the executive in the last two fiscal years ended immediately preceding the date of termination of his employment with the Corporation), plus any cash payments made in the applicable year to settle outstanding LTIP awards that are, by their terms, cash settled and that would otherwise have been paid to the executive had his employment with the Corporation continued for: (A) a period of twelve months following the date of termination if the date of termination occurs up to one year following the commencement of his employment with the Corporation; or (B) a period of twelve months following the date of termination plus an additional three months for each year of employment with the Corporation completed by the executive as of the date of termination, up to a maximum of 24 months, if the date of termination occurs more than one year following the commencement of his employment with the Corporation (we refer to the period in clause (A) or (B) above, as applicable, as the Severance Period); and
continued participation for the Severance Period in those benefit plans generally available to the employees of the Corporation immediately prior to the termination of his employment. Those plans and programs currently consist of health care insurance and the Corporation's defined contribution pension plan. If the terms and conditions of those benefits plans or the pension plan do not permit the continued participation of the executive or his dependents, as applicable, for any period between the date of termination and the expiry of the Severance Period, the Corporation will pay to the executive a lump sum payment equal to the premiums that the Corporation would have otherwise paid to maintain the participation of the executive or his dependents, as applicable, in such benefits plans or the pension plan during such period.

Confidentiality, Non-competition and Non-solicitation Covenants

The respective employment agreements between the Corporation and Mr. Kellam and Mr. Lorimer each provide for confidentiality, non-solicitation and non-competition covenants in favour of the Corporation. The non-

solicitation and non-competition covenants in Mr. Kellam's and Mr. Lorimer's employment agreements apply during the term of their employment and, in the case of the non-competition and client non-solicitation covenants, for one year following their resignation or the termination of employment by the Corporation for any reason and, in the case of the employee and consultant non-solicitation covenant, for two years following either such event. In each case, those agreements also provide for a waiver by the executive of all defences related to the non-solicitation and non-competition covenants and entitle the Corporation to monetary damages that flow from breach of said covenants and injunctive relief in the event of such breach.

Other Executive Officers

We have generally provided separation benefits to executive officers who are asked to leave us for reasons other than cause. Those benefits are not contractual and are subject to approval by our Board. In determining the amount and extent of any separation benefits, we typically take into account factors such as length of service, individual accomplishments and performance, and the value of benefits forfeited through termination. Generally, separation benefits are not available for executive officers who voluntarily resign or retire. Our Board has not adopted any policy with respect to executive officer separation benefits, and there is no guarantee that any executive officer termination in the future will be handled in the same way as past terminations.

Certain of our other executive officers are, under the terms of their employment agreements, entitled to lump sum payments based on their annual compensation in the event of a voluntary termination of their employment with the Corporation following a change of control of the Corporation.

In the event of termination of employment, all of the Named Executive Officers are entitled to receive any benefits that they would otherwise be entitled to receive under any provision of our pension plan. Benefits under that plan are generally not affected by whether a participant's employment terminates with or without cause.

LTIP Payments Upon a Change of Control

Under the LTIP, in the event of a change of control of the Corporation, our Board or the Human Resources and Compensation Committee will have discretion to, among other things, accelerate the vesting of outstanding awards, settle outstanding awards in cash or exchange outstanding awards for similar awards of a successor company. A change of control will generally be deemed to have taken place for purposes of the LTIP upon the occurrence of any of the following, in one transaction or a series of related transactions:

the acquisition by any person or persons acting jointly or in concert, whether directly or indirectly, of beneficial ownership of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50% of all of the then outstanding voting securities of the Corporation;
an amalgamation, arrangement, consolidation, share exchange, take-over bid or other form of business combination of the Corporation with another person that results in the holders of voting securities of that other person holding, in the aggregate, more than 50% of all outstanding voting securities of the person resulting from the business combination;
the sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation or any of its affiliates to another person, other than in the ordinary course of business of the Corporation or of an affiliate of the Corporation or to the Corporation or any one or more of its affiliates;

the adoption of a resolution to wind-up, dissolve or liquidate the Corporation; as a result of, or in connection with, a contested election of directors of the Corporation, or an amalgamation, arrangement, reorganization, consolidation, share exchange, take-over bid or other form of business combination involving the Corporation or any of its affiliates and another person, the nominees named in the most recent management information circular of the Corporation for election to our Board do not constitute a majority of the board; or any other transaction that is deemed to be a "Change in Control" for the purposes of the LTIP by our Board in its sole and absolute discretion.

Summary of Incremental Termination and Change of Control Payments

The following table describes the estimated incremental payments, payables and other benefits that would have been received by Mr. Kellam or Mr. Lorimer if there had been a change of control of the Corporation or Mr. Kellam's or Mr. Lorimer's employment with the Corporation had been involuntarily terminated as of December 31, 2025.

Name	Voluntary Termination Following a Change of Control(1)	Involuntary Termination of Employment(1)	Voluntary Termination of Employment(1)
	($)	($)	($)
Richard C. Kellam	2,825,272	2,825,272	69,231
James E. Lorimer	1,923,583	1,923,583	43,269

Note: (1) Includes lump sum payment or continuance of salary, performance bonus, LTIP payments, perquisites, and provision of benefits. Amounts calculated with respect to performance bonuses and LTIP payments include actual bonuses.

Performance Graph

The following graph compares the total shareholder return for $100 invested in our Common Shares on the TSX from January 1, 2021 until December 31, 2025 (assuming reinvestment of dividends), to the total return on the S&P/TSX Composite Total Returns Index (the "Index") over the same period.

	2020-12-31	2021-12-31	2022-12-31	2023-12-31	2024-12-31	2025-12-31
Nominal Data:
DCM Common Shares	$100.0	$203.2	$230.2	$415.9	$331.8	$305.3
S&P/TSX Composite Index	$100.0	$125.1	$117.8	$131.6	$160.1	$210.8

The Corporation's five-year total shareholder return has significantly outperformed the Index, generating a return of over $200%$ during this period.

During the last five years, the total direct compensation of the Named Executive Officers (base salary, short-term incentive compensation, and long-term incentive compensation) declined from $2,627,390 in 2020 to$ 2,359,612 in 2025, for a five-year compound annual growth rate of $2.1%$ .

DCM's performance over this period has been largely aligned with executive compensation. Base salaries for Messrs. Kellam and Lorimer have remained flat over the past five years, and other NEOs have received modest levels of salary increases during this period. From a STIP and LTIP perspective, there have been no material changes to compensation design over this period, either. If DCM delivers strong operating performance, we should expect strong shareholder returns, and executives should expect to see higher realized pay as well.

In 2021, the CEO and CFO were the only Named Executive Officers to receive short-term and long-term incentive compensation, as the other Named Executive Officers at such time departed during the year, and, in the case of Mr. Cochrane, the former President and CEO who did receive long-term incentive compensation that year, retired as President and CEO with Mr. Kellam's appointment as CEO. In 2022, the Corporation achieved its maximum performance threshold for short-term incentive compensation, which was paid out at a rate of $200%$ to target, and accordingly total direct compensation grew to $$4.9$ million. In 2023, the Corporation paid out its short-term incentive compensation at a rate of $100%$ of target. Given the more recent strong performance of our share price over 2023, long-term incentive compensation payouts in the form of vested and paid RSUs have also increased, which we believe is consistent with our philosophy of aligning our NEO compensation with increasing long-term shareholder value. In 2024, short-term incentive compensation was paid out at an effective rate of $75%$ . Mr. Kellam and Mr. Lorimer also received one-time bonuses related to closing of the MCC acquisition, and the NEOs also received Integration Incentive bonuses in 2024 related to delivering higher than planned Adjusted EBITDA in the relevant period. We believe this compensation was aligned with shareholder interests in successfully completing the acquisition and integration of MCC. Minimum corporate financial objective performance thresholds were not achieved in 2025, and accordingly no short-term variable incentive compensation was awarded to the NEOs for 2025, and the performance-based awards under the 2025 LTIP were forfeited. It should be noted that the Named Executive Officers through the five-year period ending December 31, 2025 were not consistent. Accordingly, it is difficult to establish a direct relationship between our Named Executive Officer compensation and the price of our Common Shares through this period. In addition, the price of our Common Shares depends on a number of factors outside the control of the Corporation, including the relative value placed by investors on our business and Common Shares, the significant impact of COVID-19 pandemic in 2020 and 2021, the subsequent impact of inflation and the rise in interest rates, and the acquisition and subsequent integration of MCC into DCM in 2023 and 2024. In 2025, as hurdles for payment of financial performance metrics for the year were not met, no STIP compensation was awarded to any of the NEOs and the performance component of the 2025 LTIP was forfeited.

DIRECTOR COMPENSATION

Our directors play an important role in enhancing shareholder value. Accordingly, our director compensation program is designed to attract and retain highly qualified people to serve on our board and takes into account the risks and responsibilities of being a director. Our director compensation is also designed to align the interests of our directors with those of our shareholders and to discourage inappropriate risk-taking.

Compensation of the Corporation's directors consists of the following elements:

an annual retainer for the Chair of our Board and for each other director; and
annual fees for serving as a Committee chair, as well as for each other Committee member who serves on our Committees;
each independent director must achieve, within three years of his or her election to the Board, holdings of Common Shares and/or DSUs equal in value to three times the total value of his or her annual retainer amounts received for Board and committee service;
each director is required to receive at least half of his or her annual retainer in DSUs and has the option to elect to receive all or part of the balance of his or her other compensation in DSUs; and
directors are entitled to receive reimbursement of reasonable out-of-pocket expenses incurred by them to attend Board meetings.

Our philosophy is to align director compensation with the median compensation of directors for our compensation peer companies. The Corporate Governance Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any revisions to director compensation. The Corporate Governance Committee regularly reviews our director compensation program and recommends to the board any adjustments it considers necessary and appropriate to remain competitive with director compensation trends for firms of similar size and complexity to the Corporation.

A compensation consultant was not engaged in either 2024 or 2025. In May 2023, the Corporate Governance Committee engaged Bay Street Human Resources (the "Consultant") to review compensation for non-executive directors and to make recommendations with respect to directors' compensation. The Consultant had previously been similarly engaged in January 2019 and 2021 respectively.

The Corporate Governance Committee met in August 2025 and reviewed general trends in benchmarking director compensation, and the Corporation's current board roster and their skill set and determined to recommend that no changes be made to Director compensation. The Corporate Governance Committee provided an overview of its recommendations to the Board in August 2025, and its recommendations were accepted in August 2025.

The table below shows the annual retainers in place for 2024 and 2025 for all non-executive directors.

	Annual Retainer / Fees
Director Position	Became Effective September 1, 2023
Chair of the Board Retainer	$130,000
Director Retainer	$80,000
Chair of the Audit Committee Fees	$20,000
Chair of the Corporate Governance Committee Fees	$10,000
Chair Human Resources & Compensation Committee Fees	$15,000
Committee Member Fees:
- Audit Committee	$5,000
- Corporate Governance Committee	$3,000
- Human Resources & Compensation Committee	$3,000

Richard Kellam, our President and CEO, does not receive any additional compensation for his services as a director; his compensation is fully earned as President and CEO.

The Corporation paid the Consultant related fees of nil in both 2024 and 2025.

Summary of Director Compensation

The following table below sets forth information concerning compensation paid to our directors in the fiscal year ended December 31, 2025.

Name	Fees earned ($)	Share-based awards ($)	Option-based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Gregory J. Cochrane	83,000	34,086	—	—	—	—	117,086
Merri L. Jones	86,500	94,202	—	—	—	—	180,702
James J. Murray	83,000	109,462	—	—	—	—	192,462
Michael G. Sifton	91,250	89,131	—	—	—	—	180,381
J.R. Kingsley Ward	108,750	367,828	—	—	—	—	476,578
Derek Watchorn	95,000	187,528	—	—	—	—	282,528
Alison Simpson	71,500	25,002		—	—	—	96,502

During 2025, a total of 522,596 DSUs were issued to the Corporation's directors, based upon their respective elections to receive compensation in DSUs and the individual elections of directors for the balance of their fees. Of this total, 483,194 DSUs were awarded as dividend-in-kind payments pursuant to the Corporation's LTIP.

Name	DSUs Issued
Gregory J. Cochrane	19,421
Merri L. Jones	53,674
James J. Murray	62,368
Michael G. Sifton	52,048
J.R. Kingsley Ward	213,037
Derek J. Watchorn	106,849
Alison Simpson	15,199

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

The following table sets forth information regarding option-based awards and share-based awards to our directors that were outstanding at December 31, 2025. All values shown in the table are based upon the closing price of the Common Shares of $1.64 per share on December 31, 2025 (the last trading day on the TSX in 2025).

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not been vested (#) (8)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Gregory C. Cochrane	—	—	—	—	—	—	211,909
Merri L. Jones (2)	43,600	1.29	March 28, 2026	15,260	—	—	585,596
James J. Murray (1)	—	—	—	—	—	—	680,444
Michael G. Sifton	—	—	—	—	—	—	483,854
J.R. Kingsley Ward (1)	—	—	—	—	—	—	2,094,159
Derek Watchorn	—	—	—	—	—	—	1,165,668
Alison Simpson	—	—	—	—	—	—	102,426

Notes:

(1) The options held by the director at December 31, 2025 vested over a three-year period from the date of grant in 2018 at the rate of $1/36^{\text{th}}$ per month. Pursuant to the anti-dilution terms of the LTIP, the exercise price of these stock options granted in 2018 with an exercise price of $$1.41$ per share was subsequently adjusted to an exercise price of $$1.29$ per share, in connection with the rights offering completed by the Corporation in December 2019. In addition, the number of options were adjusted by

a factor of 1:1.09 as a result of the rights offering completed by the Corporation in December 2019. The expiration dates of these options have been extended due to trading restrictions and they will now expire 10 days after those trading restrictions have been lifted.

(2) The options held by the director at December 31, 2025 vested over a three-year period from the date of grant in 2019 at the rate of 1/36th per month. Pursuant to the anti-dilution terms of the LTIP, the exercise price of these stock options granted in 2019 with an exercise price of $1.41 per share was subsequently adjusted to an exercise price of $1.29 per share, in connection with the rights offering completed by the Corporation in December 2019. In addition, the number of options outstanding were adjusted by a factor of 1:1.09 as a result of the rights offering completed by the Corporation in December 2019.

(3) Pursuant to the anti-dilution terms of the LTIP, the number of RSUs and DSUs outstanding at December 31, 2019 were adjusted by a factor of 1:1.09, as a result of the rights offering completed by the Corporation in December 2019. There were no unvested RSUs or DSUs as of December 31, 2025.

Value Vested or Earned During the Year

The following table discloses the aggregate dollar value that would have been realized if the options granted to our directors, other than our CEO, had been exercised on the applicable vesting date and the aggregate value realized upon vesting of share-based awards, in each case during the year ended December 31, 2025.

| Name | Option-based awards Value vested during the year ($) | Share-based awards Value vested during the year ($) | Non-equity incentive plan compensation Value earned during the year ($) | | --- | --- | --- | --- | | Gregory C. Cochrane | - | 34,086 | - | | Merri L. Jones | - | 94,202 | - | | James J. Murray | - | 109,462 | - | | Michael G. Sifton | - | 89,131 | - | | J.R. Kingsley Ward | - | 367,828 | - | | Derek Watchorn | - | 187,528 | - | | Alison Simpson | - | 25,002 | - |

EMPLOYEE SHARE OWNERSHIP INCENTIVE PLAN

The Board and senior executives of the Corporation believe that share ownership is a fundamental element of aligning the interests of our senior executives and other employees with the interest of our shareholders as a whole. We maintain an employee share ownership plan, or ESOP.

The ESOP is available to all full-time employees and has been designed to encourage all employees to become shareholders, providing them the opportunity to enhance their earnings potential and build long-term wealth. We believe our ESOP is an innovative form of long-term incentive compensation plan for our employees and that it represents a compelling means of also attracting, motivating and retaining talent. The same terms of participation are offered to all employees irrespective of their position. Commencing in January of 2024, our eligible full-time MCC employees became eligible to participate in the ESOP.

Under the terms of the ESOP, upon the earlier of commencement of the plan, or upon joining the Corporation, all full-time employees may contribute up to a maximum of ten per cent, and a minimum of one per cent, of their

base salary through regular payroll deductions to acquire Common Shares at the then-current market value. Employee contributions are matched by the Corporation with a 25% matching contribution, up to a maximum of a $1,000 contribution by the Corporation per employee per year. The Corporation's matching contributions vest immediately, and Common Shares held in the ESOP are not subject to any contractual trading restrictions or other vesting requirements. Employees may contribute to any or all of an RRSP, TFSA or individual account, and may make changes in their contribution rates at any time. Employees may transfer, withdraw, or sell Common Shares at any time, subject to certain limitations applicable to designated insiders during trading blackouts under the Corporation's insider trading policy. Common Shares acquired by ESOP participants are held in trust accounts administered by our third-party ESOP service provider until such time as an employee wishes to transfer or sell his or her Common Shares.

Under the terms of the ESOP, Common Shares are acquired on behalf of employees through open-market purchases as soon as reasonably practicable. Common Shares are not issued from treasury under the ESOP.

Upon ceasing employment for any reason, employees are entitled to sell or transfer all of their acquired Common Shares under the ESOP but will cease to be eligible to continue their participation in the ESOP.

During 2025, a total of 396,811 Common Shares were purchased by employees pursuant to the ESOP and the Corporation, through its matching contributions, purchased a total of 63,982 Common Shares on behalf of its employees, including through dividend reinvestments. During 2025 the Common Shares held in the ESOP by employees also received dividends and an additional 283,491 Common Shares were purchased by employees with those dividends. As at April 7, 2026, a total of 2,265,900 Common Shares were held in the ESOP on behalf of employees, including the Named Executive Officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Plan Category (2)	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders (1)	1,746,231	$0.70	3,743,665
Equity compensation plans not approved by securityholders (3)	1,378,769	$1.68	Nil

Notes:

(1) Under the terms of the LTIP, the number of Common Shares available for issuance under the LTIP is equal to 10% of the Common Shares outstanding from time to time. See "Long-Term Incentive Compensation - LTIP".

(2) The information in this table is given as at April 6, 2026. (3) Represents securities to be issued pursuant to individual compensation arrangements in the form of stock options granted to certain employees as an inducement to accept employment with DCM.

Burn Rate and Alignment of our Executive Officers and Directors with Shareholders

Stock options and other forms of equity-based compensation are an integral component of the Corporation's LTIP and its executive officer and director compensation program, which enhances our ability to attract, retain and appropriately motivate the Corporation's key employees and directors with a view to driving long-term shareholder value creation. The Human Resources and Compensation Committee and the Board take into consideration the Corporation's effective management of share usage under the LTIP to avoid excessive shareholder dilution. In 2025 there were no stock options granted under the LTIP, which resulted in a burn rate of 0.0%. In 2024, there were no stock options granted under the LTIP, which resulted in a burn rate of 0.0%. In 2023, 750,000 stock options were granted under the LTIP, which resulted in a burn rate of 1.5%. These stock option grants represent an average burn rate for the three-year period from 2023 to 2025 of 0.5%. All RSUs granted under the LTIP during 2023, 2024 and 2025 are intended to be cash settled upon vesting and, as such, are non-dilutive to shareholders. In addition, all DSUs granted under the LTIP are intended to be cash settled upon vesting and, as such, are non-dilutive to shareholders.

For the reasons set forth above, the Human Resources and Compensation Committee has determined that the number of stock options awarded under the LTIP is reasonable and appropriate.

The Human Resources and Compensation Committee and Board also believe that share ownership by directors and senior officers, as well as all employees, is a critical element to align the management and direction of DCM with shareholders' long-term objectives. To our knowledge, as at April 6, 2026, our directors and officers beneficially owned, or exercised control or direction over, directly or indirectly, a total of 13,675,654 Common Shares, representing 24.9% of our outstanding Common Shares before giving effect to the exercise of any options held by such individuals.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

Except as set out below, as of April 6, 2026, none of our directors, officers or employees, any proposed nominee for election as a director of the Corporation, nor any associate of any such person, is indebted to the Corporation or any of its subsidiaries.

AGGREGATE INDEBTEDNESS ($)

| Purpose | To the Corporation or its subsidiaries | To another entity | | --- | --- | --- | | (a) | (b) | (c) | | Share Purchases | $112,480 | - | | Other | - | - |

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS
Name and Principal Position	Involvement of Corporation or Subsidiary	Largest Amount Outstanding During 2025 ($)	Amount Outstanding as at April 6, 2026 ($)	Financial Assisted Securities Purchases During 2025 (#)	Security for Indebtedness	Amount Forgiven During 2025 ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)
Securities Purchase Programs
James E. Lorimer, CFO	Corporation is Lender	$110,883	$112,480	-	-	-
Other Programs
-	-	-	-	-	-	-

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as such term is defined under applicable securities laws) of the Corporation, proposed director of the Corporation or any associate or affiliate of any informed person or proposed director has or had a material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

We maintain a policy of insurance for our directors and officers. The aggregate limit of liability applicable to all insureds under the policy is $40 million, inclusive of defence costs, with an additional $5 million through an Excess Side A “Difference in Condition” coverage policy. The aggregate limit of liability insures the directors and officers, the Corporation and any subsidiaries. The policy also includes securities claims coverage for DCM, insuring against any legal obligation to pay on account of any securities claims brought against DCM. The Corporation paid premiums of approximately $196,477 for directors' and officers' liability insurance for the 12-month period ending March 15, 2025. Coverage under the policy is subject to a deductible of $100,000 for each loss where the Corporation provides indemnification.

ADDITIONAL INFORMATION

Copies of the following documents are available upon written request to the Secretary of the Corporation, 9195 Torbram Road, Brampton, Ontario, Canada L6S 6H2 or by calling 905-791-3151 or by emailing [email protected].

(i) our most recent annual report to shareholders containing the consolidated financial statements together with the accompanying auditor's report;

(ii) our most recent interim consolidated financial statements;

(iii) our most recent annual management's discussion and analysis;

(iv) this Circular; and

(v) our annual information form.

Additional information relating to the Corporation can be found on SEDAR+ at www.sedarplus.ca. Financial information of the Corporation is provided in our comparative financial statements and management's discussion and analysis of financial conditions and results of operations.

Our auditors are PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP were first appointed as the Corporation's auditors in November 2004. Our most recent annual consolidated financial statements have been filed under National Instrument 51-102 – Continuous Disclosure Obligations in reliance on the report of PricewaterhouseCoopers LLP, given on their authority as experts in auditing and accounting. PricewaterhouseCoopers LLP has confirmed to us that it is independent within the meaning of the rules of professional conduct of the Institute of Chartered Accountants of Ontario.

DIRECTORS' APPROVAL

The contents and the sending of this management information circular dated April 7, 2026 have been approved by our board of directors. A copy of this Circular or the Notice, as applicable, has been sent to each director of the Corporation, each shareholder entitled to notice of the Meeting and the auditor of the Corporation.

Dated as of April 7, 2026.

J.R. Kingsley Ward Chair of the Board of Directors DATA Communications Management Corp.

APPENDIX “A” DATA COMMUNICATIONS MANAGEMENT CORP. BOARD OF DIRECTORS CHARTER

WHEREAS the board of directors (the “Board”) of DATA Communications Management Corp. (the “Corporation”) has determined that it would be appropriate for the Board to adopt a written mandate in the form of a charter (“Charter”) describing its responsibilities and duties in relation to oversight of the business and affairs of the Corporation and committees of the Board;

AND WHEREAS the Board is appointed by and represents the shareholders of the Corporation and is obligated to act in the best interests of the Corporation;

A. PROCEDURAL MATTERS

Members of the Board will serve at the pleasure of the shareholders of the Corporation and the shareholders of the Corporation will elect the Board annually.
The Board may appoint such committees from time to time as it considers appropriate in compliance with applicable laws to act on behalf of the Board or make recommendations to the Board with respect to matters to be decided by the Board. If such committees are intended as permanent committees, they will have a charter that defines their responsibilities in relation to the board and the extent of delegated powers to such committees. The functions of the Board, subject to applicable laws, may be delegated to its committees except where provided otherwise herein.
At least a majority in number of the directors will be independent. The governance committee of the Board will make recommendations from time to time to the Board as to an appropriate determination of what constitutes an independent director and the Board will annually determine the independent status of each director.
The Board will choose a director annually to act as chair of the Board (the “Chair”) who will qualify as an independent director. The board will provide the Chair with a written mandate.
Members of the Board will be entitled to receive such remuneration for acting as members of the Board as may be determined from time to time by the Board on the recommendations of the governance committee of the Board.
The Board will, from time to time, evaluate its effectiveness and the effectiveness of its committees with respect to its (and their) contribution to the Corporation and the Board's representation of the Corporation's shareholders. The Board will meet in camera at each regularly scheduled meeting of the Board and at such other times as the Board may determine for such purposes and for such other purposes as the Board may determine.
The Board will consider from time to time its resources, including the adequacy of the information provided to it with respect to oversight of the management of the Corporation and will confer with management with respect to its findings.

The functions referred to in sections b 1(a), (b), (d), (e), (f), (g), (i), 2 and 4(a) and (b) below will not be delegated.

B. FUNCTIONS

1. GENERAL RESPONSIBILITIES

The primary responsibility of the directors is to exercise their business judgment to act in a manner they reasonably believe is in the best interests of the Corporation and in a manner consistent with their fiduciary duties. In fulfilling that responsibility, directors may ask such questions and conduct such investigations as they deem appropriate and may reasonably rely on the information provided to them by the Corporation's management and outside advisors and auditors.

The Board provides oversight, counseling and direction to the management of the Corporation in the best interests of the Corporation.

In doing so, the Board will establish a productive working relationship with the CEO and other officers of the Corporation. On advice from the Governance Committee of the Board, the Board will approve the appointment of any person who is to hold an officer position of the Corporation. The Board will receive regular reports from the CEO and CFO of the Corporation on the Corporation's financial performance.

The officers of the Corporation, headed by the CEO, will be responsible for general day-to-day management of the Corporation and for making recommendations to the Board with respect to long-term strategic, financial, organizational and related objectives.

The detailed responsibilities of the Board are intended to primarily focus on the formulation of long-term strategic, financial and organizational goals for the Corporation. Without limitation, the Board will (i) review and approve the Corporation's financial objectives, annual strategic plan and short and long-term financial plans and monitor performance in accordance with such plans, (ii) assess the principal risks of the Corporation's investments and ensure appropriate systems are in place to manage such risks, (iii) oversee the communications policies of the Corporation, and (iv) monitor the effectiveness of the Corporation's internal control and management information systems to safeguard the Corporation's assets.

The Board will also approve:

i. dividends for each dividend period in accordance with applicable laws; ii. significant capital allocations and expenditures; iii. review and approve all material transactions; and iv. all matters that would reasonably be expected to have a material impact on shareholders, creditors or employees of the Corporation.

The Board will oversee ethical behaviour and compliance with applicable laws (which includes overseeing the choice of critical accounting principles on recommendations from the Audit Committee of the Board).

With respect to significant risks and opportunities affecting the Corporation, the Board may impose such limits on the investment activity of the Corporation as may be in the interests of the Corporation and its shareholders.

The Board will annually consider what additional skills and competencies would be helpful to the Board. The identification of specific candidates for consideration will be the responsibility of the Corporate Governance Committee of the Board, which will be guided by the findings of the Board in relation to competencies and skills. The Board will approve any proposed changes in compensation to be paid to members of the Board on the recommendation of the Corporate Governance Committee of the Board.

The Board will monitor the effectiveness of the Corporation's corporate governance practices and approve any necessary changes, taking into account the recommendations of the Corporate Governance Committee of the Board.

The Board will perform such other functions as are prescribed by applicable law and as it may from time to time determine in accordance with the plenary powers of the Board.

2. RELATIONSHIP WITH COMMITTEES

The Board will, at least once every two years, assess the charters of its committees.

The non-management members of the Board will annually appoint a member of each committee to act as chair of the committee on the advice of the chair and the Corporate Governance Committee of the Board.

The Board will receive periodic reports from its committees following committee meetings and, at least once every two years, a report from each committee as to the work undertaken by the committee and the committee's recommendations, if any, for change with respect to its responsibilities and effectiveness.

3. FINANCIAL REPORTING AND SIGNIFICANT DISCLOSURE DOCUMENTS

The Board will review on an ongoing basis the financial and underlying operational performance of the Corporation.

The Board will review and approve the Corporation's annual information form, any annual report and annual financial statements and annual management's discussion and analysis disclosure. In doing so, the Board will consider the quality and usefulness of the information from the perspective of its shareholders.

The Board has responsibility for reviewing and approving for release quarterly financial statements and related management's discussion and analysis disclosure.

The Board will periodically review the means by which shareholders can communicate with the Corporation, including the opportunity to do so at the Corporation's annual meeting of shareholders, communications

iii

interfaces through the Corporation's website and the adequacy of resources available within the Corporation to respond to shareholders.

4. ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") OVERSIGHT

The Board will review and assess the Corporation's corporate responsibility strategy for environmental and social matters and related reporting and implementation, including reviewing and approving the Corporation's annual ESG report prior to publication.

The Board will review and report on the Corporation's ESG performance to evaluate the effectiveness of the existing policies and make recommendations if required.

C. RESOURCES, MEETINGS AND REPORTS

The Board will have adequate resources to discharge its responsibilities. Management of the Corporation is responsible for ensuring that directors receive the right information to perform their duties on a timely basis. The Chair has the authority to retain, at the Corporation's expense, and terminate independent legal, financial, consulting and other advisors, consultants and expert to advise the Chair and, or, the Board with respect to his, her or its duties and responsibilities, including the authority to retain and to approve any such firm's fees and other retention terms, without prior approval of the Board.
The Board will meet not less than four times per year. The Board and its committees may, at their election, meet independently of management of the Corporation at any time.
The meetings of the Board will ordinarily include the CEO (if he or she is not a director) and the Secretary and will periodically include other senior officers of the Corporation as may be appropriate and as may be desirable to enable the Board to become familiar with the Corporation's management team.
Information that is important to the Board's understanding of the business of a meeting of the Board and the meeting agenda items should be distributed to the Board sufficiently in advance of such meetings in order that directors may properly inform themselves on matters to be acted upon before the Board meets. Supplemental materials will be provided to the Board on a periodic basis and at any time upon request of Board members.
The Secretary will keep minutes of its meetings in which will be recorded all actions taken by the Board. Such minutes will be made available to Board members at their request and all such minutes will be approved by the Board for entry in the records of the Corporation.
Members of the Board will have the right, for the purposes of discharging their respective duties and responsibilities, to inspect any relevant records of the Corporation and its subsidiaries.
Members of the Board, subject to approval of the Chair of the Corporate Governance Committee of the Board, may retain, at the expense of the Corporation, separate independent legal counsel to deal with issues relating to their duties and responsibilities as members of the Board.

ADOPTED BY THE BOARD OF DIRECTORS WITH IMMEDIATE EFFECT ON DECEMBER 14, 2022.

APPENDIX “B”

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN RESOLUTION

Capitalized terms used, but not otherwise defined, herein have the meanings given to them in the management information circular of DATA Communications Management Corp. (the “Corporation”) dated April 7, 2026 (the “Circular”).

“BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

The amended and restated long-term incentive plan of the Corporation (the “LTIP”), substantially as set forth in Exhibit “A” to Appendix “B” to the Circular, is hereby approved and reconfirmed.
The form of the LTIP may be amended in order to satisfy the requirements or requests of any regulatory authority, or as may be approved by the Toronto Stock Exchange, in each case without requiring further approval of the shareholders.
All unallocated entitlements under the LTIP are approved.
The Corporation has the ability to continue granting Awards under the LTIP until May 21, 2029, which is the date that is three years from the date of the meeting at which shareholder approval of the LTIP is sought.
Any one director or officer of the Corporation is hereby authorized, for and on behalf of the Corporation, to execute and deliver all such further agreements, documents and instruments and to do all such other acts and things as such director or officer may determine to be necessary or advisable for the purpose of giving full force and effect to the provisions of this resolution, the execution and delivery by such director or officer of any such agreement, document or instrument or the doing of any such act or thing being conclusive evidence of such determination.”

EXHIBIT “A” TO APPENDIX “B”

DATA COMMUNICATIONS MANAGEMENT CORP.

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Purpose; Interpretation.

(a) Purpose. The purposes of the DATA Communications Management Corp. Long-Term Incentive Plan are to enable DATA Communications Management Corp. (the “Corporation”) and its Affiliates to recruit and retain highly qualified directors, officers, employees and consultants; to provide those persons with an incentive for productivity and an opportunity to share in the growth and value of the Corporation; and align the interests of Participants with those of the shareholders of the Corporation.

(b) Definitions. In this Plan, unless something in the subject matter or context is inconsistent therewith:

“Affiliate” means any person that is a subsidiary of the Corporation, or directly or indirectly controls, or is controlled by, or is under common control with, the Corporation (or their successors).

“associate” has the meaning ascribed thereto in the Securities Act.

“Award” means a grant of Options, SARs, DSUs, Restricted Shares or RSUs pursuant to the provisions of this Plan.

“Award Agreement” means, with respect to any particular Award, the written document that sets forth the terms and conditions of that particular Award, including any Restrictions applicable to Restricted Shares, granted under this Plan.

“Beneficial Ownership” has the meaning ascribed to that term in Section 1.1(e) of the Shareholder Rights Plan Agreement dated as of January 1, 2012 between the Corporation and Computershare Investor Services Inc.

“Blackout Period” means any period during which the Corporation has prohibited Insiders of the Corporation from buying or selling securities of the Corporation pursuant to the Corporation’s insider trading policy in effect from time to time.

“Board” means the board of directors of the Corporation, as constituted from time to time; provided, however, that if the board of directors appoints a Committee to perform some or all of the Board’s administrative functions hereunder pursuant to Section 2, references in this Plan to the “Board” will be deemed to also refer to that Committee in connection with matters to be performed by that Committee.

“Business Day” means being a day other than a Saturday, Sunday or statutory holiday in Toronto, Ontario.

“Cause” means (i) conviction of, or the entry of a plea of guilty or no contest to, any criminal or quasi-criminal offence that causes the Corporation or its Affiliates public disgrace or disrepute,

or adversely affects the Corporation's or any of its Affiliates' operations or financial performance or the relationship the Corporation has with any of its Affiliates (for the purposes of this definition, a "quasi-criminal" offence means an intentional breach of a statutory provision, one of the potential consequences of which is imprisonment and a "criminal" offence means an offence requiring a mens rea); (ii) gross negligence or wilful misconduct with respect to the Corporation or any of its Affiliates, including fraud, embezzlement, theft or proven dishonesty in the course of his or her employment; (iii) refusal, failure or inability to perform any material obligation or fulfil any duty (other than any duty or obligation of the type described in clause (v) below) to the Corporation or any of its Affiliates (other than due to disability), which failure, refusal or inability is not cured within 10 days after delivery of notice thereof; (iv) material breach of any agreement with or duty owed to the Corporation or any of its Affiliates; (v) any breach of any obligation or duty to the Corporation or any of its Affiliates (whether arising by statute, common law, contract or otherwise) relating to confidentiality, non-competition, non-solicitation or proprietary rights; or (vi) any other conduct that constitutes "cause" at common law. Notwithstanding the foregoing, if a Participant and the Corporation (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines "cause," then, with respect to such Participant, "Cause" shall have the meaning defined in that employment agreement, consulting agreement or other agreement.

"Change in Control" means, at any time the occurrence of any of the following, in one transaction or a series of related transactions:

(i) the acquisition by any person or persons acting jointly or in concert (as determined by the Securities Act), whether directly or indirectly, of Beneficial Ownership of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50% of all of the then outstanding voting securities of the Corporation.

(ii) an amalgamation, arrangement, consolidation, share exchange, take-over bid or other form of business combination of the Corporation with another person that results in the holders of voting securities of that other person holding, in the aggregate, more than 50% of all outstanding voting securities of the person resulting from the business combination;

(iii) the sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation or any of its Affiliates to another person, other than (A) in the ordinary course of business of the Corporation or of an Affiliate of the Corporation or (B) to the Corporation or any one or more of its Affiliates;

(iv) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

(v) as a result of, or in connection, with: (A) a contested election of directors of the Corporation, or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its Affiliates and another person, the nominees named in the most recent Management Information Circular of the Corporation for election to the Board shall not constitute a majority of the Board; or

(vi) any other transaction that is deemed to be a "Change in Control" for the purposes of this Plan by the Board in its sole and absolute discretion.

iii

Notwithstanding the foregoing, a transaction or a series of related transactions will not constitute a Change in Control if such transaction(s) result(s) in the Corporation, any successor to the Corporation, or any successor to the Corporation's business, being controlled, directly or indirectly, by the same person or persons who controlled the Corporation, directly or indirectly, immediately before such transaction(s).

"Committee" means a committee appointed by the Board in accordance with Section 2.

"Consultant" means a person, other than a Director or an employee of the Corporation or of an Affiliate of the Corporation, that (i) is engaged to provide services to the Corporation or an Affiliate of the Corporation other than services provided in relation to a distribution of securities; (ii) provides services under a written contract with the Corporation or an Affiliate of the Corporation; and (iii) spends or will spend a significant amount of time and attention to the affairs and business of the Corporation or an Affiliate of the Corporation.

"Custodian" means the custodian appointed by the Corporation under the Custodian Agreement.

"Custodian Agreement" means the custodian agreement between the Corporation and the Custodian under which the Custodian will hold Restricted Shares that are Non-treasury Shares as nominee for certain Participants and distribute Released Shares that are Non-treasury Shares as such Participants may request after the expiry of the Restrictions applicable to such shares.

"Director" means a member of the Board or of the board of directors of any Affiliates of the Corporation.

"DSU" means a deferred share unit granted under, and subject to restrictions imposed pursuant to, Section 8 hereof.

"Fair Market Value" means, as of any date: (i) if the Shares are not then publicly traded, the value of such Shares on that date, as determined by the Board in its sole and absolute discretion; or (ii) if the Shares are publicly traded, the closing price of the Shares on the trading day immediately preceding such date on the TSX or the principal securities exchange on which the majority of the trading in the Shares occurs or, if the Shares are not listed or admitted to trading on the TSX or any other securities exchange, but are traded in the over-the-counter market, the closing sale price of a Share on that date or, if no sale is publicly reported, the average of the closing bid and asked prices on that date, as furnished by two registered Canadian investment dealers.

"Governmental Authorities" means any domestic or foreign legislative, executive, judicial or administrative body or person having purporting to have jurisdiction in the relevant circumstances.

"Insider" means a "reporting insider" as that term is defined in National Instrument 55-104.

"Non-Treasury Shares" means previously issued Shares acquired by the Trustee under Trust B, using funds deposited with it by the Corporation.

"Option" means an option to purchase Shares granted under, and subject to restrictions imposed pursuant to, Section 5.

"Participant" means an employee, officer, Director or Consultant of the Corporation or of any of its Affiliates to whom an Award is granted.

"Plan" means this long-term incentive plan, as amended from time to time;

"Released Restricted Shares" means the unrestricted Shares distributed or delivered to or at the direction of Participants on request pursuant to a grant of Restricted Shares, following the expiry of any applicable Restrictions.

"Restrictions" means, in respect of any particular grant of Restricted Shares under this Plan, the vesting or other restrictions applicable to such Restricted Shares, as determined by the Board in its sole and absolute discretion, after taking into account any relief therefrom which the Board may provide in specific circumstances in its sole and absolute discretion.

"Restricted Shares" has the meaning set out in Section 10(a).

"RSU" means a restricted share unit granted under, and subject to restrictions imposed pursuant to, Section 9.

"SAR" means a stock appreciation right granted under, and subject to restrictions imposed pursuant to, Section 6.

"Securities Act" means the Securities Act (Ontario).

"Shares" mean the common shares of the Corporation.

"subsidiary" means with respect to any person, an entity which is controlled by such person; when used without reference to a particular person, "subsidiary" means a subsidiary of the Corporation.

"Treasury Shares" means Shares that are issued by the Corporation from treasury and held in Trust A.

"Trust A" means the trust established by the trust agreement between the Corporation and the Trustee which provides for the issue of Treasury Shares to the Trustee as Restricted Shares hereunder and from which the Trustee distributes Released Shares that are Treasury Shares to Participants on request after the expiry of the Restrictions applicable to such Treasury Shares.

"Trust B" means the trust established by the trust agreement between the Corporation and the Trustee which provides for the Corporation to fund the purchase Non-treasury Shares by the Trustee for use as Restricted Shares hereunder and for deposit under the Custodian Agreement on behalf of Participants.

"Trustee" means the trustee appointed by the Corporation under the Trust A and Trust B and includes any replacement trustee appointed under Trust A or Trust B, as applicable.

"TSX" means the Toronto Stock Exchange.

(i) For the purposes of this Plan,

A. a person controls a body corporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;

B. a person controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interest, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity;

C. the general partner of a limited partnership controls the limited partnership.

(ii) A person who controls an entity is deemed to control any entity that is controlled or deemed to be controlled, by the entity.

(iii) A person is deemed to control, within the meaning of Section 1(c)(i)A or 1(c)(i)B, an entity if the aggregate of

A. any securities of the entity that are beneficially owned by that person, and

B. any securities of the entity that are beneficially owned by an entity controlled by that person

is such that, if that person and all of the entities referred to in Section 1(c)(iii)B that beneficially own securities of the entity were one person, that person would control the entity.

(d) Headings. The discussion of this Plan into Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Plan. Unless something in the subject matter or context is inconsistent therewith, references in this Plan to Sections are to Sections of this Plan.

(e) Extended Meanings. In this Plan words importing the singular number only include the plural and vice versa; words importing any gender include all genders; and words importing persons include individuals, corporations, limited and unlimited liability corporations, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term "including" means "including without limiting the generality of the foregoing".

(f) Statutory References. In this Plan, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

Administration.

(a) Administration. This Plan will be administered by the Board; provided, however, that the Board may at any time appoint a Committee, including the Compensation Committee of the Board, to perform some or all of the Board's administrative functions hereunder; and provided further, that the authority of any Committee appointed pursuant to this Section 2 will be subject to such terms and conditions as the Board may prescribe from time to time and will be coextensive with, and not in lieu of, the authority of the Board hereunder.

(b) Directors Entitled to Vote. Directors who are eligible for Awards or have received Awards may vote on any matters affecting the administration of this Plan or the grant of Awards, except that no such member will act upon the grant of an Award to himself or herself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board during which action is taken with respect to the grant of Awards to himself or herself.

(c) Authority of the Board. The Board will have the authority to grant Awards under this Plan. In particular, subject to the terms of this Plan, the Board will have the authority to:

(i) select the persons to whom Awards may from time to time be granted hereunder (consistent with the eligibility conditions set forth in Section 4);

(ii) determine the type of Award to be granted to any person hereunder;

(iii) determine the number of Shares, if any, to be covered by each Award; and

(iv) establish the terms and conditions of each Award Agreement, including any Restrictions applicable to any Restricted Shares granted under this Plan.

(d) Idem. The Board will have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it, from time to time, deems advisable; to interpret the terms and provisions of this Plan and any Award issued under this Plan, and any Award Agreement; and to otherwise supervise the administration of this Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any Award or Award Agreement in the manner and to the extent it deems necessary to carry out the intent of this Plan.

(e) Decisions of the Board Final. All decisions made by the Board pursuant to the provisions of this Plan will be final and binding on all persons, including the Corporation and Participants. No Director will be liable for any good faith determination, act or omission in connection with this Plan or any Award.

Shares Subject to the Plan.

(a) Shares Subject to the Plan.

(i) The Shares to be subject to or related to Awards under this Plan will be authorized and unissued shares of the Corporation. The maximum number of Treasury Shares that may be subject to Options, SARs, DSUs, Restricted Shares or RSUs under this Plan is 10% of the issued Shares outstanding from time to time. The Corporation will reserve for the purposes of this Plan, out of its authorized and unissued Shares, such number of Shares. Notwithstanding the foregoing, no Participant may be granted, in any calendar year, Awards with respect to more than 5% of the issued and outstanding Shares.

(ii) In addition, (A) the maximum number of Shares that are issuable to Insiders pursuant to Awards under this Plan and any other share-based compensation arrangement adopted by the Corporation is 10% of the Shares outstanding from time to time; (B) the maximum number of Shares that may be issued to Insiders of the Corporation under this Plan and any other share-based compensation arrangement adopted by the Corporation within a one-year period is 10% of the Shares outstanding from time to time; and (C) the maximum number of Shares that may be issued to any one Insider of the Corporation (and such Insider's associates and Affiliates) under this Plan and any

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other share-based compensation arrangement adopted by the Corporation within a one-year period is 5% of the number of Shares outstanding. For purposes of clauses (A), (B) and (C) of this Section 3(a)(ii), any entitlement to acquire Shares granted pursuant to this Plan or any other share-based compensation arrangement adopted by the Corporation prior to the Participant becoming an Insider of the Corporation is to be excluded, and the number of Shares outstanding is to be determined at the time of the Award issuance in question.

(b) Effect of the Expiration or Termination of Awards. If and to the extent that an Option or SAR expires, terminates or is cancelled or forfeited for any reason without having been exercised in full, the Shares associated with that Option or SAR will again become available for grant under this Plan. Similarly, if and to the extent an Award of DSUs or RSUs is cancelled or forfeited for any reason, the Shares subject to that Award will again become available for grant under this Plan. In addition, if and to the extent an Award is settled for cash, the Shares subject to that Award will again become available for grant under this Plan. Any Treasury Shares subject to a Restricted Share Award under this Plan which have been cancelled or forfeited in accordance with the terms of this Plan will again become available for grant under this Plan.

(c) Other Adjustment. In the event of any recapitalization, reorganization, arrangement, amalgamation, subdivision or consolidation, stock dividend or other similar event or transaction, substitutions or adjustments will be made by the Board: (i) to the aggregate number, class and/or issuer of the securities reserved for issuance under this Plan; (ii) to the number, class and/or issuer of securities subject to outstanding Awards; and (iii) to the exercise price of outstanding Options or SARs, in each case in a manner that reflects equitably the effects of such event or transaction.

(d) Change in Control. Notwithstanding anything to the contrary set forth in this Plan, upon or in anticipation of any Change in Control of the Corporation or any of its Affiliates, the Board may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following actions contingent upon the occurrence of that Change in Control:

(i) cause any or all outstanding Options or SARs to become vested and immediately exercisable, in whole or in part;

(ii) cause any or all outstanding DSUs or RSUs to become non-forfeitable, in whole or in part;

(iii) cause any outstanding Option to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that Option upon closing of the Change in Control;

(iv) cancel any Option or SAR in exchange for a substitute award;

(v) cancel any DSU or RSU in exchange for deferred share units or restricted share units with respect to the share capital of any successor person or its parent;

(vi) redeem any DSU or RSU for cash and/or other substitute consideration with a value equal to the Fair Market Value of a Share on the date of the Change in Control;

(vii) without limiting the generality of Section 3(d)(iv), cancel any SAR in exchange for cash and/or other substitute consideration with a value equal to: (A) the number of Shares

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subject to that SAR, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the exercise price of that SAR; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the exercise price of any such SAR, the Board may cancel that SAR without any payment of consideration for such SAR; and /or

(viii) determine that some or all of any remaining Restriction on any Restricted Shares will immediately expire, in which event the Corporation will instruct the Trustee or the Custodian, as applicable, to distribute all such Released Restricted Shares to the applicable Participants.

In the sole and absolute discretion of the Board, any cash or substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms or other Restrictions substantially identical to those that applied to the cancelled Award immediately prior to the Change in Control; or (ii) earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to shareholders in connection with the Change in Control.

Eligibility. Employees of the Corporation or any of its Affiliates, officers of the Corporation or of any of its Affiliates, Directors and Consultants are eligible to be granted Awards under this Plan.
Options.

(a) Any Option granted under this Plan will be in such form as the Board may at the time of such grant approve. The Award Agreement evidencing any Option will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Board may impose in its sole and absolute discretion:

(i) Option Price. The exercise price per Share purchasable under an Option will be determined by the Board and will not be less than 100% of the Fair Market Value of a Share on the date of the grant or such other minimum price as is permitted by the stock exchange or market on which the Shares are then listed or quoted;

(ii) Option Term. The term of each Option will be fixed by the Board; provided, however, that no Option will be exercisable more than 10 years after the date the Option is granted;

(iii) Exercisability. Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Board;

(iv) Method of Exercise. Subject to the exercisability and termination provisions set forth in this Plan and in the applicable Award Agreement, Options may be exercised in whole or in part at any time and from time to time during the term of the Option, by the delivery of written notice of exercise by the Participant to the Corporation specifying the number of Shares to be purchased. Such notice will be accompanied by payment in full of the purchase price, either by (A) cash or certified cheque or bank draft, (B) unless otherwise determined by the Board, through means of a "net settlement," whereby no exercise price will be due and where the number of Shares issued upon such exercise will be equal to: (I) the product of (1) the number of Shares as to which the Option is then being exercised, and (2) the difference between (x) the then current Fair Market Value per Share and (y) the exercise price per share, divided by (II) the then current Fair Market Value per Share. A number of Shares equal to the difference between the number of

Shares as to which the Option is then being exercised and the number of Shares actually issued to the grantee upon such net settlement will be deemed to have been received by the Corporation in satisfaction of the exercise price, or (C) by such other method as the Board may approve or accept. No Shares will be issued upon exercise of an Option until full payment therefor has been made. A Participant will not have the right to distributions or dividends or any other rights of a shareholder with respect to Shares subject to the Option until the Participant has given written notice of exercise, has paid in full for such Shares, and fulfills such other conditions as may be set forth in the applicable Award Agreement;

(v) Termination of Service. Unless otherwise specified in the Award Agreement, Options will be subject to the terms of Section 7 with respect to exercise upon or following termination of employment or other service with the Corporation or any of its Affiliates;

(vi) Non-Transferability. Except as may otherwise be specifically determined by the Board with respect to a particular Option, (A) no Option may be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution, and (B) all Options will be exercisable only by the Participant or, in the event of his or her disability, by his or her personal representative; and

(vii) Blackout Periods. Notwithstanding any other provision of this Plan or any Option granted under this Plan but subject to Section 3(d), in the event that the form of any Option expires during a Blackout Period or within 10 Business Days thereafter, such Option will expire on the date that is 10 Business Days after the last day of such Blackout Period.

6. Stock Appreciation Rights.

(a) Nature of Award. Upon the exercise of a SAR, its holder will be entitled to receive an amount equal to the excess (if any) of: (i) the Fair Market Value of the Shares as to which the SAR is then being exercised, over (ii) the Fair Market Value of those Shares as of the date the SAR was granted (subject to adjustment in accordance with Section 3(c)). Such amount may be paid in either cash and/or Shares, as determined by the Board in its sole and absolute discretion.

(b) Terms and Conditions. Any SAR granted under this Plan will be in such form as the Board may at the time of such grant approve. The Award Agreement evidencing any SAR will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Board may impose in its sole and absolute discretion:

(i) Term of SAR. Unless otherwise specified in the Award Agreement, the term of a SAR will be ten years;

(ii) Exercisability. SARs will vest and become exercisable at such time or times and subject to such terms and conditions as will be determined by the Board;

(iii) Method of Exercise. Subject to the exercisability and termination provisions set forth herein and in the applicable Award Agreement, SARs may be exercised in whole or in part from time to time during their term by delivery of written notice to the Corporation specifying the portion of the SAR to be exercised;

(iv) Termination of Service. Unless otherwise specified in the Award Agreement, SARs will be subject to the terms of Section 7 with respect to exercise upon termination of employment or other service, with the Corporation or any of its Affiliates; and

(v) Non-Transferability. Except as may otherwise be specifically determined by the Board with respect to a particular SAR: (A) SARs may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution, and (B) during the Participant's lifetime, SARs will be exercisable only by the Participant or, in the event of the Participant's disability, by his or her personal representative.

Termination of Service (Options and SARs).

(a) General. Unless otherwise specified by the Board with respect to a particular Option or SAR, (i) any portion of an Option or SAR that is not exercisable at the time termination of a Participant's service with the Corporation or any of its Affiliates will expire immediately and automatically upon such termination, and (ii) any portion of an Option or SAR that is exercisable at the time of such termination of service will expire on the date it ceases to be exercisable in accordance with this Section 7; provided that the provisions of this Section 7 will not apply in respect of such termination if such Participant will continue to serve the Corporation or one or more of its other Affiliates following such termination.

(b) Termination by Reason of Death. If a Participant's service with the Corporation or any of its Affiliates terminates by reason of the death of the Participant, any Option or SAR held by such Participant may thereafter be exercised, to the extent it was exercisable at the time of his or her death, by the legal representative of the Participant under the will of the Participant, for a period ending 12 months following the earlier of (i) the date of such Participant's death, and (ii) on the last day of the stated term of such Option or SAR.

(c) Cause. If a Participant's service with the Corporation or any of its Affiliates is terminated for Cause, (i) any Option or SAR held by the Participant will immediately and automatically expire as of the date of such termination, and (ii) any Shares for which the Corporation has not yet delivered share certificates or the Participant has not received a customary confirmation through the facilities of The Canadian Depository for Securities Limited (or its successor) in respect thereof, as applicable, will be immediately and automatically forfeited and the Corporation will, in the case of an Option, refund to the Participant the Option exercise price paid for such Shares, if any.

(d) Other Termination. If a Participant's service with the Corporation or any of its Affiliates terminates for any reason other than death or Cause, any Option or SAR held by such Participant may thereafter be exercised by the Participant, to the extent it was exercisable at the time of such termination, for a period ending 90 days following the earlier of (i) the date of such termination, and (ii) the last day of the stated term of such Option or SAR; provided that the provisions of this Section 7(c) will not apply in respect of such termination if such Participant will continue to serve the Corporation or one or more of its other Affiliates following such termination.

DSUs. DSUs may, from time to time, be granted to Participants under this Plan, subject to such vesting and other terms and conditions, not inconsistent with the terms of this Plan, as the Board may impose in its sole and absolute discretion. Each DSU will provide the right to receive, on a deferred payment basis,

a Share or the cash equivalent of a Share in an amount equal to the Fair Market Value (at the applicable payment date). Such amount will not be paid out until such time as the Participant's service with the Corporation and each of its Affiliates terminates. A DSU award may be settled in Shares, cash, or in any combination of Shares and cash. The determination to settle a DSU in whole or in part in cash may be made by the Board, in its sole and absolute discretion. Unless otherwise determined by the Board, DSUs may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent or distribution. All other terms governing DSUs will be set forth in the applicable Award Agreement.

RSUs. RSUs, from time to time, may be granted to Participants under this Plan, subject to such terms and conditions, not inconsistent with the terms of this Plan, as the Board may impose in its sole and absolute discretion. Each RSU will represent the right to receive from the Corporation, after fulfillment of any applicable conditions, a distribution from the Corporation in an amount equal to the Fair Market Value (at the time of the distribution) of one Share. Distributions may be made in Shares, cash, or in any combination of Shares and cash. Unless otherwise determined by the Board, RSUs may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent or distribution. All other terms governing RSUs, will be set forth in the applicable Award Agreement.
Restricted Shares

(a) Grant of Restricted Shares. The Board may, from time to time, grant to Participants under this Plan any number of Shares ("Restricted Shares") as a discretionary payment in consideration of services provided to the Corporation, subject to such Restrictions and other terms and conditions not inconsistent with the terms of this Plan, as the Board may impose in its sole and absolute discretion. Restricted Shares granted under this Plan may be Treasury Shares, Non-Treasury Shares or any combination of Treasury Shares and Non-Treasury Shares. Prior to the grant of any Restricted Shares, the Corporation will have established Trust A or Trust B, as applicable, and, in the case of Non-Treasury Shares, entered into a Custodian Agreement.

(b) Treasury Shares or Non-Treasury Shares. Upon each Award of Restricted Shares under this Plan, the Corporation will:

(i) in the case of an Award of Treasury Shares, issue and deliver to the Trustee under Trust A the number of Treasury Shares equal in number to the Released Restricted Shares to be distributed upon the expiry of any Restrictions applicable to such Restricted Shares granted;

(ii) in the case of an Award of Non-Treasury Shares, provide to the Trustee under Trust B funds sufficient to purchase a number of Shares equal to the Released Restricted Shares to be distributed upon the expiry of any Restrictions applicable to the Restricted Shares and direct such Trustee to deposit the Restricted Shares with the Custodian as nominee for the Participant to whom such Restricted Shares were granted for holding on behalf of such Participant in accordance with the terms of the Custodian Agreement; or

(iii) a combination of clauses (i) and (ii) of this Section 10(b)

(i) In the case of Treasury Shares, after fulfillment or completion of the Restrictions applicable to particular Restricted Shares and without the payment of additional

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consideration on the part of the Participant granted such Restricted Shares, the Corporation will instruct the Trustee to distribute to such Participant, following receipt of a written request from the Participant, one Share for each Restricted Share held by the Participant for which the Restrictions have been fulfilled or completed.

(ii) In the case of Non-Treasury Shares, after fulfillment or completion of the Restrictions applicable to particular Restricted Shares delivered to the Custodian on behalf of the Participant and without the payment of additional consideration on the part of the Participant granted such Restricted Shares, the Corporation will instruct the Custodian to transfer or dispose of such Shares as directed in writing by the Participant.

(d) Termination of Service (Other than by Reason of Death or Disability).

If a Participant's service with the Corporation or any of its Affiliates terminates for any reason other than the death or total disability of the Participant during the period that Restrictions on Restricted Shares granted to such Participant remain unfulfilled or uncompleted:

(i) if the Participant's Restricted Shares are Treasury Shares, those Restricted Shares in respect of which Restrictions remain unfulfilled or uncompleted will be forfeited to the Corporation and the Participant will have no rights whatsoever in respect of those Restricted shares, and the grant thereof will terminate and be of no further force or effect; and

(ii) if the Participant's Restricted Shares are Non-Treasury Shares held by the Custodian on behalf of the Participant, those Restricted Shares in respect of which Restrictions remain unfulfilled or uncompleted will be transferred by the Participant to or at the direction of the Corporation for no consideration and the Participant will execute and deliver all such instruments and documents as the Corporation may request to effect such transfer.

(e) Termination of Service by Reason of Death of Disability. In the event of the death or total disability of a Participant, the Corporation will deliver instructions to the Trustee or Custodian, as applicable, to immediately distribute any Restricted Shares held by the Participant in accordance with and subject to the Restrictions established at the time of grant or such reduced Restrictions, including the elimination of any such Restrictions in their entirety, as the Board may specify to apply in such circumstances.

(f) Forfeiture of Restricted Shares with Unfulfilled or Uncompleted Restrictions. In the event that the Restrictions on a Participant's Restricted Shares remain unfulfilled or uncompleted at the date designated in the applicable Award Agreement as the cut-off date by which such Restrictions must be fulfilled or completed:

(i) if the Participant's Restricted Shares are Treasury Shares, those Restricted Shares for which Restrictions remain unfulfilled or uncompleted will be forfeited to the Corporation and the Participant will have no rights whatsoever in respect of those Restricted Shares, and the grant thereof will terminate and be of no further force or effect; and

(ii) if the Participant's Restricted Shares are Non-Treasury Shares held by the Custodian on behalf of the Participant, those Restricted Shares for which Restrictions remain unfulfilled or uncompleted will be transferred by the Participant to or at the discretion

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of the Corporation for no consideration and the Participant will execute and deliver all such instruments and documents as the Corporation may request to effect such transfer.

(g) Corporation's Use of Forfeited or Transferred Restricted Shares. If Restricted Shares are forfeited or transferred to the Corporation under Section 10(d) or (f), the Restricted Shares will be deemed to have been donated to the Corporation and the Corporation may either:

(i) return such Restricted Shares to treasury for cancellation; or (ii) deposit such Restricted Shares with the Trustee under Trust A for other Awards to be made under subsection 10(a).

(h) Payment of Dividends. Unless otherwise determined by the Board, Participants will be entitled to receive dividends declared and paid on Restricted Shares in respect of which Restrictions remain unfulfilled or uncompleted; provided that, unless the Board otherwise determines, all dividends declared and paid in respect of Restricted Shares subject to such determination will be held by the Trustee, the Custodian or the Participant, as applicable, for the benefit of the Corporation.

(i) Voting. Neither the Trustee, the Custodian nor any Participant will be entitled to exercise voting rights attached to any Restricted Shares during the period when Restrictions with respect to voting remain applicable to such Restricted Shares; provided that, the Board may determine that Participants are entitled to exercise voting rights attached to such Restricted Shares in respect of all or any matters or business arising at a particular meeting of shareholders.

(j) Non-Transferability. Except as may otherwise be specifically determined by the Board with respect to particular Restricted Shares, no Restricted Share may be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution.

Amendment and Termination.

(a) Amendments Requiring Shareholders Approval. The Board may amend, alter or discontinue this Plan or amend the terms of any Award or Award Agreement at any time, provided that shareholder approval will be required for amendments to: (i) reduce the exercise price or purchase price of any security based compensation arrangement under this Plan benefiting an Insider of the Corporation; (ii) extend the term, under a security based compensation arrangement benefiting an Insider of the Corporation; (iii) remove or exceed the limits in this Plan on participation by Insiders of the Corporation; (iv) increase the maximum number of securities issuable, either as a fixed number or a fixed percentage of the Corporation's outstanding capital represented by such securities; or (v) amend an amending provision within this Plan.

(b) Amendments Not Requiring Shareholder Approval. Notwithstanding Section 10(a) but subject to the requirements of any stock exchange upon which the Shares are then listed and applicable law, no shareholder approval will be required for (i) amendments to this Plan of a "housekeeping nature"; (ii) changes to the vesting provisions or other Restrictions applicable to any Award, Award Agreement or this Plan; (iii) changes to the provisions of this Plan relating to the expiration of Awards prior to their respective expiration dates upon the occurrence of certain specified events determined by the Board; (iv) changes in the exercise price of an Option granted

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to a Participant who is not an Insider of the Corporation; (v) the cancellation of an Award; or (vi) any other amendment to an Award, Award Agreement or this Plan which is approved by any applicable stock exchange on a basis which does not require shareholder approval to be obtained.

12. General Provisions.

(a) Compliance with Applicable Law. Shares will not be issued hereunder unless, in the judgment of counsel for the Corporation, the issuance complies with the requirements of any stock exchange or quotation system on which the Shares are then listed or quoted, the Securities Act and all other applicable laws.

(b) Legends. All certificates for Shares or other securities delivered under this Plan will be subject to such share-transfer orders and other restrictions as the Board may deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Shares are then listed, the Securities Act and any applicable laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(c) No Employment Rights or Representation or Warranty. Neither the adoption of this Plan nor the execution of any document in connection with this Plan will (i) confer upon any employee of the Corporation or any of its Affiliates any right to continued employment or engagement with the Corporation or any such Affiliate, or (ii) interfere in any way with the right of the Corporation or any such Affiliate to terminate the employment of any of its employees at any time. The Corporation makes no representation or warranty as to the future market value of any Share distributed pursuant to this Plan.

(d) Taxes. With respect to any Award, the Participant will pay to the Corporation, or make arrangements satisfactory to the Board regarding the payment of, taxes of any kind required by applicable law to be withheld with respect to any amount includible in the gross income of the Participant as required by applicable law. The obligations of the Corporation under this Plan will be conditioned on such payment or arrangements and the Corporation will have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. The Corporation may direct the Trustee or the Custodian without any further action by, consent from or notice to the Participant, to transfer Released Restricted Shares to the Corporation in such amount as may be required to satisfy any such withholding obligation, and the Corporation may sell such Shares in the open market and use the proceeds from such sale to satisfy such withholding obligation and any withholding obligation arising from such sale, with any surplus proceeds paid to the Participant.

(e) Right of Set-off. If a payment or release of Shares is to be made to a Participant on account of the Participant's Award, including any payment in respect of dividends declared and paid on the Shares, the Corporation may direct the Trustee or Custodian, without any further action by or consent from the Participant, to pay all or any portion of such payment to or at the direction of the Corporation in satisfaction of outstanding indebtedness owing by the Participant to the Corporation or indebtedness which the Corporation has guaranteed or indemnified on the Participant's behalf.

13. Effective Date of Plan.

Subject to any required regulatory approval, this Plan will become effective on the effective date of the plan of arrangement contemplated by the management proxy circular of The Data Group Income Fund dated April 14, 2011.

Term of Plan. This Plan will continue in effect until terminated in accordance with Section 11.
Invalid Provisions. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein.
Governing Law. This Plan and all Awards granted hereunder will be governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
Notices. Any notice to be given to the Corporation pursuant to the provisions of this Plan must be given by registered mail, postage prepaid, and, addressed, if to the Corporation to its principal executive office to the attention of its Chief Financial Officer (or such other person as the Corporation may designate in writing from time to time), and, if to a Participant, to his or her address contained in the Corporation's personnel records, or at such other address as such Participant may from time to time designate in writing to the Corporation. Any such notice will be deemed given or delivered three Business Days after the date of mailing.

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APPENDIX “C”

SHAREHOLDER RIGHTS PLAN RESOLUTION

“BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS THAT:

The Shareholder Rights Plan of the Corporation be reconfirmed, and the Amended and Restated Shareholder Rights Plan Agreement dated as of June 28, 2017 between the Corporation and Computershare Investor Services Inc., as rights agent, which agreement continues the rights issued thereunder, is hereby approved and confirmed.
The form of the Amended and Restated Shareholder Rights Plan may be amended in order to satisfy the requirements or requests of any regulatory authority without requiring further approval of the shareholders.
Any one director or officer of the Corporation is hereby authorized, for an on behalf of the Corporation, to execute and deliver all such further agreements, documents and instruments and to do all such other acts and things as such director or officer may determine to be necessary or advisable for the purpose of giving full force and effect to the provisions of this resolution, the execution and delivery by such director or officer of any such agreement, document or instrument or the doing of any such act or thing being conclusive evidence of such determination.”

DCM™

DATA Communications Management Corp. | 9195 Torbram Road | Brampton, Ontario L6S 6H2

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DATA Communications Management Corp. — Proxy Solicitation & Information Statement 2026

46967_rns_2026-04-15_8752b788-58b9-44f1-9d23-b60188948414.pdf

Management Information Circular

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF DATA COMMUNICATIONS MANAGEMENT CORP.

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DATA COMMUNICATIONS MANAGEMENT CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

Overall Board Governance

Compensation Governance

Equity Plan Discipline

Shareholder Protection

GENERAL PROXY MATTERS

General

Notice and Access

Solicitation of Proxies

Appointment of Proxies

Non-Registered (Beneficial) Shareholders

To Vote in Person

To Vote by Proxy, Online or by Telephone

Revocation of Proxies

Voting of Proxies

Record Date; Voting of Common Shares

Principal Shareholders

CAUTIONARY FORWARD-LOOKING STATEMENTS

MATTERS TO BE ACTED UPON AT THE MEETING

Receipt of Financial Statements

Appointment of Auditors

Election of Directors

Nominees

Gregory Cochrane

Areas of Expertise

Richard Kellam

Areas of Expertise

James Murray

Areas of Expertise

Areas of Expertise

Alison Simpson

Areas of Expertise

Areas of Expertise

J.R. Kingsley Ward

Director Since 2014, Independent

Areas of Expertise

Additional Information about Directors

Overlapping Board Memberships

Skills Matrix

Reconfirmation of the LTIP

Purpose

Eligibility

LTIP Governance, Cost Discipline and Shareholder Alignment

Administration

Awards

Shares Subject to the LTIP

Amendments

Termination of Service

Change of Control

Stock Options

SARs

Restricted Shares

RSUs

DSUs

Reconfirmation of the Shareholder Rights Plan

Board Rationale for Reconfirmation of the Shareholder Rights Plan

Background

Summary of the Principal Terms of the Amended and Restated Shareholder Rights Plan

Issue of Rights

Rights Exercise Privilege

Certificates and Transferability

Permitted Bid Requirements

Waiver and Redemption

Waiver of Inadvertent Flip-in Event

Portfolio Managers

Supplement and Amendments

Confirmation

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Overview

Board of Directors

Board Mandate

Committees of our Board of Directors

DATA Communications Management Corp. Proxy Solicitation & Information Statement 2026