Flow Beverage Corp. — AGM Information 2025

Mar 28, 2025

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FLOW BEVERAGE CORP.

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 28, 2025

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS MANAGEMENT INFORMATION CIRCULAR

March 20, 2025

FLOW BEVERAGE CORP. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2025

TAKE NOTICE THAT an annual and special meeting (the “Meeting”) of the shareholders of Flow Beverage Corp. (the “Corporation”) will be held virtually on Monday April 28, 2025, at 1:00 p.m. (EDT) via live webcast at https://virtual-meetings.tsxtrust.com/1785 for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation as at and for the financial year ended October 31, 2024, together with the report of the auditors thereon;

2. to elect directors of the Corporation to hold office until the close of business of the next annual meeting of the Corporation’s shareholders;

3. to re-appoint Ernst & Young LLP as auditors of the Corporation to hold office until the close of business of the next annual meeting of the Corporation’s shareholders and to authorize the directors of the Corporation to fix the auditors’ remuneration;

4. to consider and, if thought advisable, pass an ordinary resolution, the full text of which is set forth in the management information circular of the Corporation dated March 20, 2025 (the "Circular"), approving the amendment to the Corporation’s omnibus incentive plan, as more particularly described in the Circular;

5. to consider and, if thought advisable, pass an ordinary resolution, the full text of which is set forth in the Circular, approving the extension of the maturity date of the secured term loan with RI Flow LLC by an initial period of six (6) months, and subsequently, by additional periods of six (6) months, up to a maximum total term of three (3) years, as may be deemed advisable by the Corporation’s management;

6. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Information relating to the items described above is set forth in the accompanying Management Information Circular of the Corporation.

Only shareholders of record as of March 19, 2025, the record date, are entitled to receive notice of and to vote at the Meeting. Shareholders who wish to vote at the Meeting must attend the Meeting or deposit an instrument of proxy in accordance with the instructions set forth below and in the accompanying Management Information Circular.

As part of the Corporation’s commitment to cost-effectiveness, the Corporation has determined to hold the Meeting virtually via a live audio webcast at https://virtual-meetings.tsxtrust.com/1785. All shareholders, regardless of their geographic location and equity ownership, will have an equal opportunity to participate in the Meeting and engage with directors and management of the Corporation as well as with other shareholders. The Meeting will not take place at a physical location and therefore shareholders will not be able to attend the Meeting in person. Each shareholder who is entitled to attend at shareholders’ meetings is encouraged to participate in the Meeting and shareholders are urged to vote on matters to be considered via live videoconference or by proxy. Voting in advance of the Meeting in accordance with the instructions set out on your form of proxy or voting instruction form will ensure your votes are counted at the Meeting, and participating via videoconference or telephone will help safeguard your health and the health of the Corporation’s personnel and the community generally.

We encourage you to make sure that your votes are represented at the meeting. Additional information on how to attend the virtual meeting and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the proxy form or voting instruction form sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

DATED at Toronto, Ontario this 20[th] day of March 2025.

By Order of the Board of Directors

(signed) “Nicholas Reichenbach” Nicholas Reichenbach Chief Executive Officer, Founder and Director

IMPORTANT

It is desirable that as many shares as possible be represented at the Meeting. You are encouraged to complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, or by facsimile to (416) 595-9593 no later than 1:00 p.m. (Toronto time) on April 24, 2025, or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instrument of proxy. As an alternative to completing and submitting an instrument of proxy, you may vote electronically on the internet at https://www.voteproxyonline.com/pxlogin. Shareholders who wish to vote using the internet should follow the instructions in the instrument of proxy mailed to such shareholder.

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FLOW BEVERAGE CORP.

INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2025

This Circular is provided in connection with the solicitation of proxies by management of Flow Beverage Corp. (“Flow” or the “Corporation”) for use at the annual and special meeting (the “Meeting”) of the holders (“Shareholders”) of subordinate voting shares (“Subordinate Voting Shares”) and multiple voting shares (“Multiple Voting Shares”). The Meeting will be held virtually on Monday, April 28, 2025, at 1:00 p.m. (EDT) or at such other time or place to which the Meeting may be postponed or adjourned, for the purposes set forth in the Notice of Meeting accompanying this Circular (the “Notice”) via live webcast at https://virtual-meetings.tsxtrust.com/1785.

PURPOSE OF SOLICITATION

Information in this Management Information Circular (the “Circular”) is given as of the 20[th] day of March 2025, except as otherwise indicated herein. Unless otherwise indicated, dollar amounts are expressed in Canadian dollars.

NOTICE AND ACCESS

Flow Beverage Corp. (the “Corporation”) has elected to deliver the materials in respect of the Meeting (as hereinafter defined) pursuant to the notice and access provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) which came into force on February 11, 2013 (“Notice and Access”). Notice and Access is a set of rules that reduces the volume of materials that must be physically mailed to shareholders by allowing issuers to deliver meeting materials to shareholders electronically by providing shareholders with access to these materials online.

In accordance with the Notice and Access provisions, a notice and a form of proxy or voting instruction form (together, the “Notice Package”) has been sent to all Shareholders informing them that this Circular is available online and explaining how this Circular may be accessed, in addition to outlining relevant dates and matters to be discussed at the Meeting. The Notice of Meeting (as hereinafter defined), the Circular and the financial statements (collectively, the “Proxy-Related Materials”) have been made available online to shareholders of the Corporation at https://tinyurl.com/FLOWINVESTORS and under the Corporation’s profile on SEDAR+ (the System for Electronic Document Analysis and Retrieval) at www.sedarplus.ca. The Corporation will indirectly send the Notice Package to Non-Registered Holders (as hereinafter defined).

For the Meeting, the Corporation is using Notice and Access delivery procedures for both registered and nonregistered (or beneficial) Shareholders. Registered Shareholders nor Non-Registered Holders wishing to receive a paper copy of this Circular should contact their broker. All requests for paper copies of this Circular can be made directly to the Corporation. After a request is made, the Corporation will mail this Circular within three business days of any request provided the request is made prior to the Meeting. Shareholders wishing to receive paper copies of the Proxy-Related Materials can request same from the Corporation by contacting investors@flowhydration.com. The Corporation must receive your request prior to 5:00 p.m. (Toronto time) on April 16, 2025, to ensure you will receive paper copies in advance of the deadline to submit your vote.

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PROXY RELATED INFORMATION

Solicitation of Proxies

It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone by regular employees of the Corporation without special compensation, at nominal cost. The costs of solicitation will be borne by the Corporation. The Corporation will pay the reasonable expenses of persons who are the registered but not beneficial owners of Shares for forwarding copies of the Notice Package to non-objecting beneficial owners. The Corporation will provide, without cost to such persons, upon request to the Corporate Secretary of the Corporation, additional copies of the foregoing documents required for this purpose.

Contained in the Notice Package is a form of proxy for use at the Meeting (the “Instrument of Proxy”). Each Shareholder who is entitled to attend at Shareholders’ meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered at the Meeting or by proxy.

Virtual Meeting Only

The Corporation will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. All Shareholders, regardless of their geographic location and equity ownership, will have an equal opportunity to participate in the Meeting and engage with directors and management of the Corporation as well as with other Shareholders.

The Meeting will be hosted online by way of live audio webcast. It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is each Shareholder’s responsibility to ensure connectivity for the duration of the Meeting. A summary of the information Shareholders will need in order to attend and participate in the Meeting is provided below.

Attending the Meeting

The Meeting will be hosted virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1785.

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

1. Type in https://virtual-meetings.tsxtrust.com/1785 on your browser at least 15 minutes before the Meeting starts.

2. Click on “I have a control number”.

3. Enter your 12-digit control number (on your proxy form).

4. Enter the password “flow2025” (case sensitive).

5. When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

Beneficial Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

1. Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.

2. Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.

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1. Obtain a Meeting Access Number by contacting TSX Trust Company and emailing tsxtrustproxyvoting@tmx.com the “Request for Meeting Access Number” form, which can be found here: https://www.tsxtrust.com/resource/en/75.

2. Type in https://virtual-meetings.tsxtrust.com/1785 on your browser at least 15 minutes before the Meeting starts.

3. Click on “I have a Meeting Access Number”.

4. Enter your 12-digit meeting access number

5. Enter the password “flow2025” (case sensitive).

6. When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

If you are a registered Shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust Company in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the “Request for Meeting Access Number” form, which can be found here https://www.tsxtrust.com/resource/en/75.

• If you are a non registered Shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with the TSX Trust Company in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the “Request for Meeting Access Number” form, which can be found here: https://www.tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

1. Type in https://virtual-meetings.tsxtrust.com/1785 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.

2. Click on “I am a Guest”.

If you have any questions or require further information with regard to voting your Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at tsxtis@tmx.com.

Participating in the Meeting

Registered Shareholders that have a 12-digit control number, along with duly appointed proxyholders who were assigned a control number by TSX Trust Company (please see the information under the heading “Appointment, Time for Deposit and Revocation of Proxies” below) will be able to vote and submit questions - during the Meeting. To do so, please go to https://virtual meetings.tsxtrust.com/1785 15-20 minutes prior to the start of the meeting to login. Click on “I have a control number” and enter your 12-digit username/control number along with the password “flow2025”. Non-Registered Holders who have not appointed themselves to vote at the Meeting may login as a guest, by clicking on “I am a Guest” and completing the online form.

The following guidelines will be followed with respect to Shareholder participation at the Meeting at the Meeting:

• Voting at the Meeting will be conducted by virtual ballot.

• Registered Shareholders and duly appointed proxyholders attending electronically may ask questions by typing and submitting their question in writing. To do so, click on the “Ask a Question” button located on the left side of your screen. Type out your question and click the “Submit” button.

• Questions that relate to a specific motion must indicate which motion they relate to at the start of the question (e.g., “Directors”) and must be submitted prior to voting on the motion so they can be addressed at the appropriate time during the Meeting.

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• If questions do not indicate which motion they relate to or are received after voting on the motion, they will be addressed during the general question and answer session, after the formal business of the Meeting.

• Written questions or comments submitted through the text box of the webcast platform will be read or summarized by a representative of the Corporation, after which the Chair will respond or direct the question to the appropriate person to respond.

• If several questions relate to the same or very similar topic, we will group the questions and state that we have received similar questions.

Please refer to the virtual meeting guide for instructions regarding the registration and participation of Shareholders at the Meeting, including a list of compatible web browsers and contact information for technical support. This guide was enclosed with the materials mailed to registered shareholders and is also available at https://docs.tsxtrust.com/2292.

Non-Registered Holders who do not appoint themselves as a proxyholder and register with the TSX Trust Company will only be able to attend as a guest to allow them listen to the Meeting; however, they will not be able to vote or submit questions. Please see the information under the heading “Non-Registered Holders” for an explanation of why certain Shareholders may not receive a form of proxy.

Appointment, Time for Deposit and Revocation of Proxies

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 (facsimile (416) 595-9593). As an alternative to completing and submitting a proxy for use at the Meeting, a Shareholder may vote electronically on the internet at https://www.voteproxyonline.com/pxlogin. Votes cast electronically or by telephone are in all respects equivalent to, and will be treated in the same manner as, votes cast via a paper Instrument of Proxy. Shareholders who wish to vote using internet should follow the instructions provided in the Instrument of Proxy contained in the Notice Package. Votes cast electronically or by telephone must be submitted no later than 1:00 p.m. (Toronto time) on April 24, 2025, or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

The persons named as proxyholders in the Instrument of Proxy contained in the Notice Package are directors or officers of the Corporation and are representatives of the Corporation’s management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) as his, her or its representative at the Meeting may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person’s name in the blank space provided in the Instrument of Proxy included in the Notice Package; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Corporate Secretary of the Corporation, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number to participate in the Meeting. To register a proxyholder, shareholders MUST contact TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com and providing TSX Trust Company with their proxyholder’s contact information, number of shares appointed, and name in which the shares are registered and appointed by no later than 1p.m. (Toronto time) on April 24, 2025, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed Meeting. TSX Trust Company will provide the proxyholder with a username/control number via email. After such time, the chair of the Meeting may accept

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or reject a form of proxy delivered to him or her in his or her discretion but is under no obligation to accept or reject any particular late Instrument of Proxy.

Non-Registered Holders

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Shares in their own name and thus are considered nonregistered beneficial shareholders. Only registered holders of Shares or the persons they appoint as their proxyholder are permitted to vote and ask questions at the Meeting. However, in many cases, Shares beneficially owned by a person (a “Non-Registered Holder”) are registered either: (i) in the name of an intermediary (an “Intermediary”) (including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered Holder deals with in respect of the Shares; or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. NonRegistered Holders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Shares can be recognized and acted upon at the Meeting. In accordance with the requirements of the Canadian Securities Administrators (the “CSA”), the Corporation will have distributed copies of the Notice Package to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. If you are a Non-Registered Holder, your Intermediary will be the entity legally entitled to vote your Shares at the Meeting. Shares held by an Intermediary can only be voted upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Shares.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Holders in advance of the Meeting. Often, the form of proxy supplied to a Non-Registered Holder by its Intermediary is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Non-Registered Holder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non-Registered Holder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Non-Registered Holder may call a toll-free telephone number or access the internet to provide instructions regarding the voting of Shares held by the NonRegistered Holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Non-Registered Holder receiving a voting instruction form cannot use that voting instruction form to vote Shares directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have such Shares voted.

Non-Registered Holders should ensure that instructions respecting the voting of their Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Holders in order to ensure that their Shares are voted at the Meeting.

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purpose of voting Shares registered in the name of their Intermediary, a Non-Registered Holder may attend the Meeting as proxyholder for the Intermediary and vote the Shares in that capacity. Non-Registered Holders who wish to attend the Meeting and indirectly vote their Shares as a proxyholder, should enter their own names in the blank space on the form of proxy or voting instruction form provided to them by their Intermediary and/or Broadridge, as applicable, and return the same in accordance with the instructions provided by their Intermediary and/or Broadridge, as applicable, well in advance of the Meeting. In order to vote, Non-Registered Holders who appoint themselves as a proxyholder MUST register with TSX Trust Company by emailing a Request for Control Number form available at https://www.tsxtrust.com/resource/en/75 to

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tsxtrustproxyvoting@tmx.com before 1 p.m. (Toronto time) on April 24, 2025 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting and after submitting their voting instruction form in order to receive a username/control number (please see the information under the headings “Appointment of a Proxy” above for details).

The purpose of the above-noted procedures is to permit Non-Registered Holders to direct the voting of the Shares that they beneficially own. Non-Registered Holders should carefully follow the instructions and procedures of their Intermediary or Broadridge, as applicable, including those regarding when and where the form of proxy or voting instruction form is to be delivered.

Pursuant to NI 54-101, the Corporation is distributing copies of proxy-related materials in connection with the Meeting indirectly to non-objecting beneficial owners of Shares. The Corporation is relying on the Notice and Access delivery procedures to distribute copies of Proxy-Related Materials in connection with the Meeting. See information under the heading “Notice and Access”. The Corporation has determined not to pay the fees and costs of Intermediaries for their services in delivering Meeting Materials to objecting beneficial owners in accordance with NI 54-101. As a result, objecting beneficial owners will not receive the Meeting Materials unless the objecting beneficial owners’ Intermediary assumes the costs of delivery.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed in the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to the Corporation at 155 Industrial Parkway South, Unit 7-10, Aurora, Ontario, L4G 3G6, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. As well, a Shareholder who has given a proxy may attend the Meeting virtually (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chair of the Meeting before the proxy is exercised) and vote virtually at the Meeting (or withhold from voting). If a Shareholder has voted on the internet and wishes to change such vote, such Shareholder may vote again through such means before 1:00 p.m. (Toronto time) on April 24, 2024, or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

Signature on Proxies

The Instrument of Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxyholder on how to vote his, her or its Shares by completing the blanks on the Instrument of Proxy. Shares represented by the Instrument of Proxy included in the Notice Package will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the

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Meeting or any adjournment or postponement thereof, the Instrument of Proxy included in the Notice Package confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Circular, the management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

Unless otherwise stated, Shares represented by a valid Instrument of Proxy will be voted in favour of: (i) the election of nominees set forth in this Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Shares may be voted in favour of another nominee in the proxyholder’s discretion; (ii) the re-appointment of Ernst & Young LLP (“EY”) as the auditor of the Corporation, to hold office until the next annual meeting of shareholders and to authorize the board of directors of the Corporation (the “Board”) to fix their remuneration; (iii) the ordinary resolution, the full text of which is set forth in the Circular, approving the amendment to the Corporation’s omnibus incentive plan; and (iv) the ordinary resolution, the full text of which is set forth in the Circular, approving the extension of the maturity date of the secured term loan with RI Flow LLC by an initial period of six (6) months, and subsequently, by additional periods of six (6) months, up to a maximum total term of three (3) years, as may be deemed advisable by the Corporation’s management.

All references to Shareholders in this Circular and the Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. The holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held at all meetings of Shareholders. The holders of Multiple Voting Shares are entitled to ten votes in respect of each Multiple Voting Share held at all meetings of Shareholders.

As at the date of the date hereof, there are 80,605,661 Subordinate Voting Shares (having 56.89% of the total votes attached to all Shares) and 6,106,566 Multiple Voting Shares (having 43.1% of the total votes attached to all Shares) issued and outstanding. Only those holders of outstanding Shares of record at the close of business on March 19, 2025 (the “Record Date”), are entitled to receive the Notice and to attend and vote at the Meeting or any adjournment(s) thereof. The failure of any Shareholder to receive a copy of the Notice does not deprive the Shareholder of the right to vote at the Meeting.

The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws. Except as described herein, the Subordinate Voting Shares and Multiple Voting Shares have the same rights, are equal in all respects and are treated by the Corporation as if they were one class of shares. Holders of Multiple Voting Shares and Subordinate Voting Shares have no pre-emptive rights or conversion or exchange rights or other subscription rights, except that each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share and the Multiple Voting Shares will automatically convert into Subordinate Voting Shares upon certain transfers and other events. There are no redemption, retraction, purchase for cancellation or surrender provisions or sinking or purchase fund provisions applicable to the Subordinate Voting Shares or Multiple Voting Shares. There is no provision in the Corporation’s articles of continuance requiring holders of Subordinate Voting Shares or Multiple Voting Shares to contribute additional capital or permitting or restricting the issuance of additional securities or any other material restrictions. The Subordinate Voting Shares are not convertible into any other class of shares. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share.

All Multiple Voting Shares will convert automatically into Subordinate Voting Shares when Permitted Holders (as defined in the Corporation’s Articles) holding Multiple Voting Shares no longer as a group beneficially own or control, directly, or indirectly and in the aggregate, at least 5.0% of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares (on a non-diluted basis).

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Under applicable Canadian securities laws, an offer to purchase Multiple Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In accordance with the rules of the Toronto Stock Exchange (the “TSX”) designed to ensure that, in the event of a take-over bid, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Multiple Voting Shares, the holders of Multiple Voting Shares have entered into a customary coattail agreement with the Corporation and the TSX Trust Company, as trustee (the “Coattail Agreement”). The Coattail Agreement contains provisions customary for dual-class, TSX-listed corporations designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under applicable Canadian securities laws to which they would have been entitled if the Multiple Voting Shares had been Subordinate Voting Shares.

The bylaws of the Corporation provide that two (2) persons present and representing, in person at the Meeting or by proxy, not less than twenty five percent (25%) of the issued Shares entitled to vote constitutes a quorum for a meeting of Shareholders of the Corporation.

The following table sets forth, as of the date hereof, the only persons who, to the knowledge of the directors and officers of the Corporation, beneficially own, directly or indirectly, or exercise control or direction over 10% or more of the issued and outstanding Subordinate Voting Shares or Multiple Voting Shares, the approximate number of Subordinate Voting Shares and Multiple Voting Shares beneficially owned, or controlled or directed, directly or indirectly, by such persons and the percentage of the outstanding Subordinate Voting Shares and Multiple Voting Shares and votes represented by the number of Subordinate Voting Shares or Multiple Voting Shares so owned or controlled or directed:

	Number of Shares Owned or Controlled or Directed	Number of Shares Owned or Controlled or Directed	Percentage of	Percentage of	Percentage of	Percentage of
Name	Subordinate Voting Shares	Multiple Voting Shares	Subordinate Voting Shares	Multiple Voting Shares	Total Shares	Total Votes
Nicholas Reichenbach	4,662,085	3,790,391	0.58%	62.08%	9.75%	30.00%
Clifford L. Rucker	12,050,000	nil	14.95%	nil	13.90%	8.50%

(1) Mr. Reichenbach is also party to voting agreements which require certain holders of Multiple Voting Shares to vote at all times in favour of any action recommended by or against any action, proposal or any other matter on which the Multiple Voting Shares are entitled to vote, as recommended by Mr. Reichenbach (the “Voting Agreements”). Cumulatively, the share held by Mr. Reichenbach and the shares subject to the Voting Agreements represent approximately 46% of the voting rights attached to the Shares of the Corporation.

(2) Mr. Reichenbach also holds 748,052 RSUs, convertible into 748,052 Subordinate Voting Shares.

(3) Mr. Rucker is the beneficial owner of 12,050,00 Subordinate Voting Shares held by RI Flow LLC.

Amalgamation Transaction

On June 29, 2021, the Corporation completed a three-cornered amalgamation (the “Amalgamation”) carried out under the provisions of the Canada Business Corporations Act. Pursuant to the Amalgamation, the Corporation formerly known as RG One Corp. indirectly acquired all of the issued and outstanding shares of Flow Water Inc. (“Flow”) and changed its name to Flow Beverage Corp.

In connection with the Amalgamation, the Corporation elected a new board of directors. The Corporation also approved the creation of a class of subordinate and multiple voting shares. An omnibus incentive plan (the “Omnibus Incentive Plan”) was also approved, summaries of which are provided below.

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Upon completion of Amalgamation, the Corporation implemented certain changes to its corporate governance and executive compensation practice, as further described herein.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the only matters to be placed before the Meeting are those matters set forth in the Notice of Meeting relating to: (i) receipt of the audited consolidated financial statements of the Corporation for the financial year ended October 31, 2024 (the “Financial Year”) and the auditor’s report thereon; (ii) the election of directors until the close of business of the next annual meeting of Shareholders; (iii) the re-appointment of auditors to hold office until the close of business of the next annual meeting of the Corporation’s Shareholders and the authorization of the directors of the Corporation to fix the auditors’ remuneration; (iv) the amendment of the Omnibus Incentive Plan and the approval of unallocated awards and ratification of the previous grants of certain awards thereunder; and (v) the approval of the RI Flow LLC Term Loan extension (as further described below).

I. Receipt of Financial Statements

The directors will place before the Meeting the audited consolidated financial statements for the Financial Year, together with the auditor’s report thereon. Receipt at the Meeting of the financial statements of the Corporation for the Financial Year and the auditors’ report thereon will not constitute approval or disapproval of any matters referred to therein.

II. Election of Directors

The articles of the Corporation provide for a minimum of one and maximum of ten directors. The number of directors to be elected at the Meeting has been fixed at five (5) and there are presently five (5) directors of the Corporation, each of whose term of office expires at the Meeting.

It is proposed that the persons named below will be nominated at the Meeting. The management designees, if named as proxy, will vote in favour of the election of said persons to the Board. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if, for any reason, any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his, her or its proxy that his, her or its Shares are to be voted against the election of a particular director. Subject to the approval of the TSX, as applicable, each director elected will hold office until the Corporation’s next annual meeting of Shareholders or until his or her successor is duly elected or appointed pursuant to the by-laws of the Corporation.

The following information relating to the nominees as directors is based on information furnished by the respective nominees to the Corporation. The following table sets out the names of persons proposed to be nominated by management for election as a director; all positions and offices in the Corporation held by them and the periods during which they have served as a director; their principal occupation for the last five years; and the number of Shares beneficially owned or controlled, directly or indirectly, which control or direction is exercised by or over them, as at the date of this Circular. The Corporation has an Audit Committee and a Governance, Human Resources and Compensation Committee (the “GHRC”), the members of which are also identified below.

Biographies of Directors

Biographical information regarding the foregoing nominees for election as a director of the Corporation is set forth below.

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Percentages are based on 80,605,661 Subordinate Voting Shares issued and outstanding as the date hereof. Information as to the number of Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, not being within the direct knowledge of the Corporation, has been furnished by the respective directors individually or obtained from the System for Electronic Disclosure by Insiders and may include Shares owned or controlled by spouses and/or children of such individuals and/or companies controlled by such individuals or their spouses and/or children.

Nicholas Reichenbach – Executive Chairman, Chief Executive Officer, Founder and Director

Mr. Reichenbach occupies the position of Executive Chairman, Chief Executive Officer and Founder of Flow and plays a key role in developing the company’s strategic vision, culture and talent. Mr. Reichenbach is a serial entrepreneur; he launched Flow in 2015 and has founded and built multiple businesses in the consumer goods, social media, internet/mobile technology, entertainment, and hospitality spaces. He is the Managing Partner of Evolver Ventures Inc. and currently serves on the Board of Directors of General Assembly Holdings Limited and Wellness Natural, Inc. Mr. Reichenbach holds an MBA in International Commerce from The University of Liverpool.

Nicholas Reichenbach – Executive Chairman, Chief Executive Officer, Founder and Director	Nicholas Reichenbach – Executive Chairman, Chief Executive Officer, Founder and Director	Nicholas Reichenbach – Executive Chairman, Chief Executive Officer, Founder and Director	Nicholas Reichenbach – Executive Chairman, Chief Executive Officer, Founder and Director	Nicholas Reichenbach – Executive Chairman, Chief Executive Officer, Founder and Director	Nicholas Reichenbach – Executive Chairman, Chief Executive Officer, Founder and Director	Nicholas Reichenbach – Executive Chairman, Chief Executive Officer, Founder and Director
Mr. Reichenbach occupies the position of Executive Chairman, Chief Executive Officer and Founder of Flow and plays a key role in developing the company’s strategic vision, culture and talent. Mr. Reichenbach is a serial entrepreneur; he launched Flow in 2015 and has founded and built multiple businesses in the consumer goods, social media, internet/mobile technology, entertainment, and hospitality spaces. He is the Managing Partner of Evolver Ventures Inc. and currently serves on the Board of Directors of General Assembly Holdings Limited and Wellness Natural, Inc. Mr. Reichenbach holds an MBA in International Commerce from The University of Liverpool.
Innisfil, Ontario Age: 49 Director since June 2021 2024 votes for: 99.06% Not Independent		Board/Committee Membership		Attendance Record for		Other Public
				Fiscal 2024		Company Board
						Memberships
		Board of Directors		5 of 5	100%	General Assembly Holdings Limited
		Securities Held
As at	Subordinate Voting Shares		Multiple Voting Shares	RSUs	DSUs	Total Market Value of Securities
March 20, 2025	4,662,085 (5.78%)		3,790,391(1)	748,048	Nil	$1.014,297
Principal Occupation	Chief Executive Officer and Director, Flow Water Inc.,
and Positions During
the Last Five Years

Notes:

(1) Mr. Reichenbach controls 590,000 Multiple Voting Shares through 2672446 Ontario Limited.

Patrick Bousquet-Chavanne – Director (Lead Independent Director)

Mr. Bousquet-Chavanne presently serves as President & CEO of eShopWorld Americas, the world’s leading cross-border e- commerce company providing global e-commerce services for some of the world’s most iconic brands. He also serves on the Board of Directors and is a member of the Audit and Corporate Governance & Nominating Committees of Brown-Forman Corporation, one of the largest American-owned companies in the spirits and wine business. He is the former Chief Executive Officer of Emaar Malls, a developer of premium shopping malls and retail assets and a former Director and Senior Executive at Marks and Spencer Group PLC, one of the world’s leading manufacturers and marketers of branded consumer goods. Mr. Bousquet-Chavanne is also a former Director and Chair of the Compensation Committee of HSNI Inc, an interactive multichannel retailer. He holds an MBA from the United States’ Purdue University Krannert School of Management and received an Advanced Management degree from Stanford Executive Program in Strategy and Organization.

Southampton, New York	Board/Committee Membership	Attendance	Attendance	Record for	Other Public
Age: 66		Fiscal		2024	Company Board
Director since June 2021					Memberships
2024 votes for: 99.26% Independent	Board of Directors Audit Committee	3 of 5 2 of 4		60% 50%	Brown-Forman Corporation
	GHRC Committee	2 of 2		100%

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	Securities Held	Securities Held	Securities Held	Securities Held	Securities Held
As at	Subordinate Voting Shares	Multiple Voting Shares	RSUs	DSUs	Total Market Value of Securities
March 20, 2025	100,000 (0.12%)	Nil	Nil	1,481,042	$189,725
Principal Occupation	President & Chief Executive Officer, eShopWorld Americas (2021-present) Chief Executive Officer of Emaar Malls PJSC (August 2018 - December 2019) and Chief Marketing, Customer and Digital Officer, Director of Corporate Strategy & Business Development, Marks and Spencer PLC (August 2012 - July 2018)
and Positions During
the Last Five Years

Stephen A. Smith – Director

Mr. Smith currently serves on the Board of Directors and as Audit Committee Chair of Organigram Holdings (TSX:OGI) and serves as Chair of the Board and Director of CanPR Technology Inc.. Mr. Smith has extensive leadership and managerial experience in the retail and hospitality sectors. From June 2021 to April 2024, Mr. Smith served on the Board of Directors and as Audit Committee of CE Brands (TSXV:CEBI). From June 2019 to December 2024, Mr. Smith served on the Board of Directors (Audit Committee Chair) of MAV Beauty Brands (TSX:MAV). From January 2020 to February 2023, Mr. Smith served on the Board of Directors (Audit Committee Chair) of Freshii Inc. From 2018 to 2019 Mr. Smith served on the Board of Directors of Newstrike Brands Ltd. (Lead Director and Audit Committee Chair). From 2013 to 2017 Mr. Smith served on the Board of Directors of CST Brands Inc., an SEC registrant (Audit Committee and Executive Committee). From 2014 to 2018, Mr. Smith held the position of Executive Vice President and Advisory Board Director of Jackman Reinvention Inc., a privately held brand and strategy consulting firm in Toronto. From 2007 to 2013, Mr. Smith served as co-Chief Executive Officer and Chief Financial Officer of Cara Operations Limited (now Recipe Unlimited), Canada’s oldest and largest full-service restaurant company. Mr. Smith was a key member of the executive team during the rapid growth and repositioning of Cara. From 1985 to 2007, Mr. Smith held various senior and executive level positions, including Executive Vice President from 1999 to 2006, at Loblaw Companies Limited (TSX:L), the leading food and pharmacy retailer in Canada. Mr. Smith has previously served on St Michael’s Hospital Foundation Board and served on the Board of Directors of Metro Toronto Convention Centre for 11 years. Mr. Smith is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor of Commerce degree from the University of Toronto.

Toronto, Ontario			Board/Committee Membership	Board/Committee Membership		Attendance	Attendance	Record for	Other Public
Age: 67						Fiscal		2024	Company Board
Director since November									Memberships
2022
2024 votes for: 99.26%			Board of Directors			5 of 5		100%	CanPR Technology
Independent			Audit Committee			4 of 4		100%	Organigram Holdings
				Securities Held
As at		Subordinate Voting		Multiple Voting		RSUs		DSUs	Total Market Value of
			Shares	Shares					Securities
March 20, 2025		50,000 (0.06%)		Nil		Nil		672,435	$86,692
Principal Occupation		Independent Director
and Positions During
the Last Five Years

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Joseph Mimran – Director

Mr. Mimran currently serves as President and Creative Director at Joseph Mimran & Associates Inc. He is the Co-Founder and Chairman of Gibraltar & Company, a Toronto based private investment company and is Chairman of the Fashion Design Council of Canada. Mr. Mimran is a leading contributor to the fashion and design industry and is best-known for creating a succession of visionary brands and retail concepts, including Club Monaco, Caban, Joe Fresh, Joe Fresh Beauty and Alfred Sung. He stared on the popular CBC show, Dragons Den, now in its 12th season. In 2015, Mr. Mimran was inducted into Canada's Marketing Legends Hall of Fame. A patron of the arts, Mr. Mimran’s philanthropic activities include support of the Art Gallery of Ontario, the Montreal Museum of Fine Arts, New Museum, New York and is a Luminaire for Luminato Arts Festival.

Joseph Mimran – Director	Joseph Mimran – Director	Joseph Mimran – Director	Joseph Mimran – Director	Joseph Mimran – Director	Joseph Mimran – Director	Joseph Mimran – Director
Mr. Mimran currently serves as President and Creative Director at Joseph Mimran & Associates Inc. He is the Co-Founder and Chairman of Gibraltar & Company, a Toronto based private investment company and is Chairman of the Fashion Design Council of Canada. Mr. Mimran is a leading contributor to the fashion and design industry and is best-known for creating a succession of visionary brands and retail concepts, including Club Monaco, Caban, Joe Fresh, Joe Fresh Beauty and Alfred Sung. He stared on the popular CBC show, Dragons Den, now in its 12th season. In 2015, Mr. Mimran was inducted into Canada's Marketing Legends Hall of Fame. A patron of the arts, Mr. Mimran’s philanthropic activities include support of the Art Gallery of Ontario, the Montreal Museum of Fine Arts, New Museum, New York and is a Luminaire for Luminato Arts Festival.
Toronto, Ontario Age: 72 Director since November 2024 2024 votes for: n/a Independent		Board/Committee Membership		Attendance Record for		Other Public
				Fiscal 2024		Company Board
						Memberships
		Board of Directors		N/A	N/A	-
		Securities Held(1)
As at	Subordinate Voting Shares		Multiple Voting Shares	RSUs	DSUs	Total Market Value of Securities
March 20, 2025	Nil		Nil	Nil	Nil	Nil
Principal Occupation	President & Creative Director of Joseph Mimran & Associates Inc. (2001 to present). Co-Founder & Chairman of Gibraltar & Company (2016 to present)
and Positions During
the Last Five Years

Michael Lines – Director

Mr. Lines is the Founder and President of Wellness Natural Inc. (Simply Protein). Mr. Lines is also the Chair of Plant Based Foods of Canada. He has led branded and private label launches across numerous international markets and was instrumental in Flow’s entry into the U.S. market.

Michael Lines – Director	Michael Lines – Director	Michael Lines – Director	Michael Lines – Director	Michael Lines – Director	Michael Lines – Director	Michael Lines – Director
Mr. Lines is the Founder and President of Wellness Natural Inc. (Simply Protein). Mr. Lines is also the Chair of Plant Based Foods of Canada. He has led branded and private label launches across numerous international markets and was instrumental in Flow’s entry into the U.S. market.
Toronto, Ontario Age: 56 Director since November 2022 2024 votes for: 97.88% Independent		Board/Committee Membership		Attendance Record for		Other Public
				Fiscal 2024		Company Board
						Memberships
		Board of Directors		5 of 5	100%	-
		Audit Committee		4 of 4	100%
		GHRC Committee (Chair)		2 of 2	100%
		Securities Held
As at	Subordinate Voting Shares		Multiple Voting Shares	RSUs	DSUs	Total Market Value of Securities
March 20, 2025	61,638 (0.08%)		30,000(1)	Nil	Nil	$10,996
Principal Occupation	President and Chief Executive of Wellness Natural Inc. (Simply Protein). General Manager 2017-2020, and Chief Executive Officer (2020 – Present) of Wellness Natural Inc. (Simply Protein).
and Positions During
the Last Five Years

Notes:

(1) Mr. Lines controls 30,000 Multiple Voting Shares through Natural Lines Inc.

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Advance Notice Provisions

The Corporation has adopted an advance notice by-law that includes provisions with respect to the election of the Corporation’s directors in the Corporation’s By-Laws (the “Advance Notice Provisions”). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow Shareholders to register an informed vote. Only persons who are nominated by Shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of Shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a Shareholder wishing to nominate a director would be required to provide the Corporation with notice, in the prescribed form, within the prescribed time periods. These time periods require that the Corporation receive notice of a director’s nomination: (i) in the case of an annual meeting of Shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of Shareholders; provided, that if the first public announcement of the date (the “Notice Date”) of the annual meeting of shareholders is less than 50 days before the meeting date, not later than the close of business on the 15th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if noticeand-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

Majority Voting Policy

The Board has adopted a “majority voting” policy (the “Majority Voting Policy”). Pursuant to the Majority Voting Policy, if a nominee for election as Director receives “for” votes fewer than a majority of the votes (50% + 1 vote) cast with respect to his or her election by Shareholders, he or she must immediately tender his or her resignation to the Board of Directors following the meeting of Shareholders at which the election is held. Upon receiving such resignation, the Governance, Human Resources and Compensation Committee (the “GHRC Committee”) will consider it and make a recommendation to the Board of Directors on whether or not to accept the resignation. The Board of Directors shall accept the resignation absent exceptional circumstances and announce its decision in a press release promptly within 90 days following the meeting of Shareholders. If the Board of Directors determines not to accept a resignation, the press release must fully state the reasons for that decision. The resignation will be effective when accepted by the Board. The Director who tendered his or her resignation is not permitted to be a part of any deliberations of any Committee or of the Board of Directors pertaining to the resignation offer.

The Majority Voting Policy only applies in circumstances involving an uncontested election of Directors. Following recent amendments to the Canada Business Corporations Act (the “CBCA”) which took effect on August 31, 2022, in the case of uncontested elections of directors (that is, elections where there is only one candidate nominated for each position available on the board, as determined by the board), (i) Shareholders will be asked to vote “for” or “against” each director nominee; (ii) only nominees receiving a majority of the votes will be elected; and (iii) a nominee who does not receive a majority of the votes and who is an incumbent director may continue in office until the earlier of the 90th day after the election, or the day on which his or her successor is appointed or elected. In accordance with the CBCA, the board may reappoint an incumbent director even if he or she did not receive majority support in the following limited and defined circumstances:

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(i) to satisfy Canadian residency requirements; or (ii) to satisfy the requirement that at least two directors are not also officers or employees of the Corporation or its affiliates.

In light of the recent amendments to the CBCA, the Board is considering rescinding the Majority Voting Policy.

Cease Trade Orders

Except as disclosed immediately below, to the knowledge of the Corporation, no proposed director, officer or promoter of the Corporation is, or within the ten (10) years prior to the date of this Circular has been, a director, officer, or promoter of any person or company that, while that person was acting in that capacity, (i) was the subject of a cease trade order or similar order, or an order that denied the other issuer access to any exemptions under applicable securities law, for a period of more than 30 consecutive days; or (ii) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Stephen Smith was a director of MAV Beauty Brand Inc. (“MAV Beauty”). On November 14, 2023, MAV Beauty commenced voluntary proceedings under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) in the Ontario Superior Court of Justice (Commercial List) in order to facilitate a restructuring through a going-concern sale of substantially all of the assets of MAV Beauty. On November 20, 2023, the Ontario Securities Commission issued a cease trade order in respect of the trading of MAV Beauty’s securities for the failure to file certain periodic reports following the commencement of the CCAA proceedings. During the CCAA proceedings, on December 8, 2023, MAV Beauty completed a sale of substantially all of the assets of the company and its subsidiaries to an affiliate of Nexus Capital Management LP. The trading of MAV Beauty’s common shares on the TSX was halted and the TSX delisted MAV Beauty common shares on December 21, 2023. Mr. Smith resigned as a director of MAV Beauty on December 20, 2023.

Bankruptcies and Insolvency

To the knowledge of the Corporation, no proposed director of the Corporation: (a) is, as at the date of this Circular, or has been, within ten (10) years before the date of this Circular, a director or executive officer of a corporation (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director.

Penalties or Sanctions

To the knowledge of the Corporation, no proposed director has been subject to any: (a) penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or (b) other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for the proposed director.

III. Appointment and Remuneration of Auditors

At the Meeting, Shareholders will be asked to re-appoint EY as auditors of the Corporation, to hold office until the next annual meeting of Shareholders. Shareholders will also be asked to authorize the directors of the Corporation to fix EY’s remuneration. EY was first appointed as auditors of the Corporation on June 29, 2021. Unless otherwise directed, the management designees, if named as proxy, intend to vote such proxies in favour of the appointment of EY as auditors of the Corporation and to authorize the Board to fix EY’s remuneration.

IV. Amendments to the Omnibus Incentive Plan

At the Meeting, Shareholders will be asked to consider, and, if thought advisable, approve an increase to the amount of issued and outstanding Subordinate Voting Shares that can be reserved and available for Awards to Eligible Directors (as defined under the Omnibus Incentive Plan) and the Unallocated Awards (as defined below) under the Omnibus Incentive Plan.

The Omnibus Incentive Plan was first approved by the Board on April 8, 2021, and was approved by the Shareholders at the Corporation’s special meeting of Shareholders held on May 7, 2021, and took effect upon the completion of the Amalgamation. During an annual and special meeting of the Shareholders held on April 29, 2024 (the “2024 AGSM”), the Shareholders considered and approved an amendment to the Omnibus Incentive Plan to increase the maximum percentage of Subordinate Voting Shares that may be reserved for the exercise or settlement of Awards to Eligible Directors under the Plan from 1% to 3%, such that the maximum number of Subordinate Voting Shares that may be reserved for issuance upon the exercise or settlement of Awards to Eligible Directors granted under the Plan shall not exceed 3% of the Corporation’s issued and outstanding Subordinate Voting Shares from time to time. During the 2024 AGSM, the Shareholders also resolved that the Corporation had the ability to grant Awards under the Omnibus Incentive Plan until April 29, 2027, and approved all Awards to be issued under the Omnibus Incentive Plan, and all unallocated Awards under the Omnibus Incentive Plan.

At the same time of adoption of the Omnibus Incentive Plan, Flow’s July 20, 2020, stock option plan (the "Legacy Option Plan"), under which options had been granted before the Amalgamation, was amended such that options outstanding thereunder became exercisable for Subordinate Voting Shares pursuant to the terms of the Omnibus Incentive Plan and no further awards could be made under the Legacy Option Plan after the Amalgamation.

The Omnibus Incentive Plan is a rolling percentage or “evergreen” security-based compensation plan. The rules of the TSX require that the unallocated awards under all security-based compensation arrangements which do not have a fixed maximum aggregate number of securities issuable thereunder, such as the Omnibus Incentive Plan, be re-approved by an issuer’s shareholders every three years after the initial shareholder approval of the compensation arrangement.

Options, Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”) may be granted under the Omnibus Incentive Plan. The Omnibus Incentive Plan is a 15% “rolling” plan pursuant to which the number of Subordinate Voting Shares which may be reserved pursuant to Awards granted under the Omnibus Incentive Plan, together with awards under legacy plans previously granted and any other Subordinate Voting Shares reserved pursuant to any other security based compensation arrangements of the Corporation or its subsidiaries, is a maximum of 15% of the issued and outstanding Subordinate Voting Shares at the time of the grant (the “Plan Limit”). The Omnibus Incentive Plan does not provide for a maximum number of shares which may be issued to an individual pursuant to its terms (expressed as a percentage or otherwise).

Unless otherwise specified by the Board of Directors at the time of granting any Options, and except as otherwise provided in the applicable option agreement, the Options forming part of each grant vest, and are

19

exercisable, as follows: one quarter (1/4) of Options vesting on the date of the first anniversary of the date of the grant, and one thirty-sixth (1/36) of Options vesting on the last day of each month following the month of the first anniversary of the date of the grant, resulting in the Options being fully vested and exercisable on the fourth anniversary of the date of the grant

Further, the current form of the Omnibus Incentive Plan provides that a total representing no more than three percent (3%) of the issued and outstanding Subordinate Voting Shares be reserved and available for Awards to Eligible Directors (the “Eligible Directors Awards Limit”). The Eligible Directors Awards Limit is included in the Plan Limit. The Plan Amendment provides that the Eligible Directors Awards Limit will be increased from 3% to 7% of the Corporation’s issued and outstanding Subordinate Voting Shares at the time of grant.

The Corporation believes the proposed increase in the Eligible Directors Awards Limit is reasonable and appropriate in the circumstances, including by reason of the reasoned dilution that will result from the increase in the Plan Limit, the historical annual share utilization (burn rate) under the Omnibus Incentive Plan and the advice received by the Corporation from Meridian (Canada) Limited, a compensation consultant, retained by the Corporation to ensure alignment between the proposed amendment of the Omnibus Incentive Plan and the Corporation's overall executive compensation program, including long-term incentive plan design and potential levels of dilution, with prevailing Canadian market practices and governance standards. The Corporation is proposing to do so by increasing the Eligible Directors Awards Limit at the effective date of the amendment to the Omnibus Incentive from 3% to 7%.

The Omnibus Incentive Plan is an important tool for the Corporation to attract and retain employees. Without the Omnibus Incentive Plan and the ability to grant Awards under it, the Corporation would lose an important part of its compensation plans available for attracting and retaining employees. The Omnibus Incentive Plan is used by the Corporation to attract, retain, and motivate employees in key positions, and to align their interests with those of Shareholders. The Board of Directors has determined that it would be appropriate to maintain a sufficient number of Subordinate Voting Shares reserved for issuance under the Omnibus Incentive Plan, so that the Corporation may retain sufficient competitivity and flexibility in its long-term incentive compensation practices for a number of years.

As of the date of this Circular, there is an aggregate of 7,344,175 Subordinate Voting Shares that have been reserved pursuant to outstanding Awards under the Omnibus Incentive Plan and the Legacy Option Plan. Accordingly, only up to 4,746,674 additional Subordinate Voting Shares (representing approximately 5.89% of the Subordinate Voting Shares outstanding as of the date of this Circular) remain available for issuance pursuant to future Awards under the Omnibus Incentive Plan.

As of the date of this Circular, the Corporation had 7,344,175 Awards outstanding under the Omnibus Incentive Plan (1,486,778 Options, 3,703,920 RSUs, and 2,153,477 DSUs, as each term is defined below). These outstanding Awards are in the form of Options to acquire Subordinate Voting Shares, RSUs which entitle the holders of such Awards to acquire up to 3,703,920 Subordinate Voting Shares (representing approximately 4.60% of the issued and outstanding Subordinate Voting Shares), and DSUs which entitle the holders of such Awards to acquire 2,153,477 Subordinate Voting Shares (representing approximately 2.67% of the issued and outstanding Subordinate Voting Shares). If approved, the Omnibus Incentive Plan will have 4,746,674 Subordinate Voting Shares available for future grants (representing approximately 5.88% of the issued and outstanding Subordinate Voting Shares), based on the number of currently issued and outstanding Subordinate Voting Shares.

Since the Amalgamation and as at the date of this Circular:

• 21,534,299 Subordinate Voting Shares have been issued pursuant to the exercise of options and the settlement of RSUs and DSUs under the Omnibus Incentive Plan, thereby increasing the number of

20

Subordinate Voting Shares available for issuance under the Omnibus Incentive Plan by an equivalent amount;

• 1,762,729 options governed by the Omnibus Incentive Plan have expired or been forfeited, thereby increasing the number of Subordinate Voting Shares available under the Omnibus Incentive Plan by an equivalent amount;

• 3,703,920 RSUs have been issued and remain outstanding, and 2,153,477 DSUs have been converted and remain outstanding, thereby decreasing the number of Subordinate Voting Shares available under the Omnibus Incentive Plan by an equivalent amount;

Shareholder approval is required to amend the Omnibus Incentive Plan to increase Eligible Directors Awards Limit. If the Omnibus Plan Resolution (as defined below) is not approved at the Meeting, the Omnibus Incentive Plan would have only a limited number of Subordinate Voting Shares remaining available for issuance to Eligible Directors in connection with future Awards thereunder. Once this remaining reserve is used, the Corporation would no longer be permitted to grant Awards under the Omnibus Incentive Plan, other than Awards which would not result in any new issuance of Subordinate Voting Shares. This would limit the Corporation’s ability to continue its current practice of granting options, RSUs and DSUs that may be settled through the issuance of Subordinate Voting Shares to Eligible Directors as a critical component of their atrisk compensation. This would, in turn, require the Corporation to provide an alternate form of long-term incentive compensation, generally in the form of awards settled or funded with cash on hand.

On March 18, 2025, the Board of Directors unanimously approved the increase in the Eligible Directors Awards Limit of the Omnibus Incentive Plan. The amendment has been conditionally approved by the TSX and, to be effective, must be approved by a majority of votes cast by Shareholders at the Meeting. Accordingly, at the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve, the following resolution approving the increase in the Eligible Directors Awards Limit (the “Omnibus Plan Resolution”):

“BE IT RESOLVED THAT:

1. The proposed amendment to the Omnibus Incentive Plan (the “Plan”) of Flow Beverage Corp. (the “Corporation”) adopted by the Board of Directors on March 18, 2025, to increase the maximum percentage of Subordinate Voting Shares that may be reserved for the exercise or settlement of Awards (as defined in the Plan) to Eligible Directors (as defined in the Plan) under the Plan from 3% to 7%, such that the maximum number of Subordinate Voting Shares that may be reserved for issuance upon the exercise or settlement of Awards to Eligible Directors granted under the Plan shall not exceed 7% of the Corporation’s issued and outstanding Subordinate Voting Shares from time to time (collectively, the “Plan Amendment”), is hereby ratified and approved; and

2. Any one director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

For the reasons outlined above, the Board believes that obtaining Shareholder approval at the Meeting for the Omnibus Plan Resolution is in the best interests of the Corporation and the Shareholders. Accordingly, the

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Board recommends that Shareholders vote their Common Shares “FOR” the Omnibus Plan Resolution.

V. Approval of the RI Flow LLC Term Loan

The Shareholders of the Corporation will be asked to consider and, if deemed advisable, to approve the RI Flow LLC Term Loan Extension Resolution (as defined below).

Description of the Term Loan

On October 31, 2024, the Corporation obtained a secured term loan (the “Term Loan”) from RI Flow LLC in an amount of US$3,000,000.00 (CA$4,100,000.00). RI Flow LLC is affiliated with NFS Leasing Canada Ltd., an existing lender to the Corporation, and its founder, Clifford L. Rucker.

The Term Loan has a maturity date of six (6) months from the closing date, bears interest of 15% annually (the “Interest”) and is secured against the Corporation’s assets. Pursuant to the Term Loan, the Corporation will pay RI Flow LLC an amount equal to $0.01 per product pack manufactured by the Corporation (the “Variable Interest Amount”) for the period commencing on the closing date and ending on the date of satisfaction of all obligations of the Corporation under the Term Loan. The Corporation has an option to extend the maturity date of the Term Loan by successive 6-month periods from the then-current maturity date, up to a maximum total term of three (3) years, subject to the Corporation having received the required approvals, including shareholders’ approval pursuant to securities laws and the rules of the Toronto Stock Exchange (the “Maturity Date Extension”).

RI Flow LLC is an insider of the Corporation. RI Flow LLC currently holds 12,050,000 Subordinate Voting Shares of the Corporation, and NFS Leasing Canada Ltd. currently holds warrants to purchase 5,345,380 Subordinate Voting Shares, and as such, collectively have control or direction over more than 10% of the voting rights attached to all of the Corporation’s outstanding voting securities.

The Corporation proposes to extend the maturity date of the Term Loan by an initial period of six (6) months, and subsequently, by additional periods of six (6) months, up to a maximum total term of three (3) years, as may be deemed advisable by the Corporation’s management (the “Maturity Date Extension”). As a result of the Maturity Date Extension, the total consideration paid to RI Flow LLC under the Term Loan, including Interest payments and Variable Interest Amount payments, would be approximately $6,372,720 over the three-year term, representing 63.15% of the market capitalization of the Corporation as at the date of this Circular.

Shareholder Approval Required for the RI Flow LLC Term Loan Extension Resolution

RI Flow, NFS Canada and Clifford L. Rucker collectively own, or have control or direction over, more than 10% of the voting rights attached to all of the Corporation’s outstanding voting securities. Accordingly, the Maturity Date Extension constitutes a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Flow is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 available under Sections 5.5(e) and 5.7(1)(c) respectively, as the Loan is supported by Nicholas Reichenbach, a control person of Flow who, in the circumstances of the Loan, is not an interested party and is at arm’s length of Clifford L. Rucker. In accordance with the rules of the TSX discussed below, the RI Flow LLC Term Loan Extension Resolution must be approved by the affirmative vote of a majority of shareholders present or represented by proxy at the Meeting, excluding the votes attached to the Shares beneficially owned or over which control or direction is exercised by the following parties (together, the “Insiders”, the “Related Parties”, or the “Excluded Parties”, as the context requires):

• RI Flow LLC;

• NFS Leasing Canada Ltd.; and

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• Clifford L. Rucker.

The Corporation has been informed that, as at the date of this Circular, the Excluded Parties and/or their related parties beneficially own or have control or direction over 12,050,000 Subordinate Voting Shares, or 8.5% of the voting rights attached to the issued and outstanding Shares of the Corporation, and accordingly, votes attached to such Subordinate Voting Shares will be excluded from determining whether or not the RI Flow LLC Term Loan Extension Resolution has been approved by Shareholders.

TSX Requirements

Subsection 501(c) of the TSX Company Manual (the “Manual”) provides that if the value of the consideration to be received by Insiders to a transaction exceeds 10% of the market capitalization of the Corporation at the time of the transaction, then the Corporation must obtain the approval of the Shareholders of the Corporation, with the votes attached to securities held by such Insiders excluded from the vote.

The RI Flow LLC Term Loan Extension provides RI Flow LLC with consideration in excess of 10% of the market capitalization, as determined in accordance with the Manual. The Maturity Date Extension would result in consideration paid to RI Flow LLC under the Term Loan in an amount of approximately $6,372,720, representing 63.15% of the market capitalization of the Corporation as at the date this Circular.

The proposed Maturity Date Extension will not have any effect on the control of the Corporation, nor will it cause any new person to hold 10% or more of the Corporation outstanding securities.

On March 18, 2025, the Board of Directors unanimously approved the Maturity Date Extension. The Maturity Date Extension has been conditionally approved by the TSX and, to be effective, must be approved by a majority of votes cast by Shareholders at the Meeting, excluding the votes attached to the Shares beneficially owned or over which control or direction is exercised by the Excluded Parties. Accordingly, the Shareholders of the Corporation will be asked to consider and, if deemed advisable, to approve the RI Flow LLC Term Loan Extension Resolution as follows:

“BE IT RESOLVED THAT:

1. The extension of the maturity date under the RI Flow LLC Term Loan for an initial period of six months, and for any subsequent periods of six months as the management of the Corporation may deem advisable, up to a maximum term of three years, as more particularly described in the Circular, is ratified, confirmed and approved and adopted in all respects by the Shareholders of the Corporation;

2. Notwithstanding that this resolution has been duly passed by the Shareholders of the Corporation, the directors of the Corporation are authorized, in their discretion, to determine, at any time, to delay or abandon the implementation of this resolution without further approval of the Shareholders of the Corporation.

3. Any one director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.

4. These approvals are given for all purposes under the TSX Company Manual, including Section

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501(c), and under Multilateral Instrument 61-101.

COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

For the purpose of this section, a “CEO” or “CFO” means each individual who served as Chief Executive Officer or Chief Financial Officer, respectively, of the Corporation or acted in a similar capacity during the most recently completed financial year. A “Named Executive Officer” means each CEO; each CFO; the most highly compensated executive officer, other than the CEO and CFO, who was serving as an executive officer of the Corporation or one of its subsidiaries at the end of the most recently completed financial year of the Corporation and whose total compensation was individually greater than $150,000; and any additional individuals (other than the CEO and CFO) for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation nor acting in a similar capacity at the end of the most recently completed financial year end.

During the Financial Year, the Corporation had five (5) Named Executive Officers (each, an “NEO”), namely:

1. Nicholas Reichenbach, Executive Chairman and Chief Executive Officer

2. Trent MacDonald, Chief Financial Officer

3. Mathieu Socqué, General Counsel and Corporate Secretary

4. Pamela McRae, SVP Information Technology

5. Camelia Rotarita, SVP Co-Manufacturing

Compensation Discussion and Analysis

In 2021, after the completion of the Amalgamation, the time and attention of the Board and management was largely taken up by its financing and completion of the Amalgamation. As a result, the Corporation did not initiate a comprehensive compensation and corporate governance review until later in the year, which review is ongoing as at the date of this Circular. The following analysis reflects the Corporation’s planned compensation approach.

The objectives of the compensation program are to: (i) compensate management in a manner that encourages and rewards a high level of performance and outstanding results, with a view to increasing long-term Shareholder value; (ii) align management’s interests with the long-term interests of Shareholders; (iii) provide a compensation package that is commensurate with other consumer goods companies in order to enable the Corporation to attract and retain talent; and (iv) ensure that the total compensation package is designed in a manner that takes into account the realities under which the Corporation operates.

In developing and implementing its compensation philosophy, the Corporation has sought to ensure that total compensation paid to all NEOs is fair and reasonable and accomplishes the following long-term objectives of:

• producing long-term, positive results for shareholders;

• aligning executive compensation with corporate performance; and

• providing market-competitive compensation and benefits that will enable the Corporation to recruit, retain and motivate the executive talent necessary to be successful.

Analysis of Elements

NEO’s compensation is comprised of two main components: short-term incentives (comprised of base salary and bonus) and long-term incentives, comprised of options (the “Options”) and restricted share units

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(“RSUs”, and together with the Options, the “Awards”)) granted pursuant to Omnibus Incentive Plan. The Corporation believes that:

• short-term incentives, comprised of base salary and bonus, provide an immediate cash incentive for the NEOs and are paid at levels competitive with peer companies that compete with the Corporation for business opportunities and executive talent; and

• long-term equity incentives (i.e., Awards under the Omnibus Incentive Plan) ensure that the NEOs are motivated to achieve long-term growth of the Corporation and continue to increase Shareholder value by providing capital accumulation for the NEOs which is linked directly to the Corporation’s performance.

It is expected that the Corporation will place an equal emphasis on base salary and equity incentives as shortterm and long-term incentives, respectively.

Base Salary

The NEOs receive a base salary which is based primarily on the level of responsibility of the position, the qualifications and experience of the officer and market conditions.

The base salaries of the NEOs are reviewed annually to ensure that they take into account the following factors: market and economic conditions, levels of responsibility and accountability of each NEO, skill and competencies of each individual, retention considerations, and level of demonstrated performance.

Base salaries are reviewed by the Board, upon recommendation of the GHRC Committee, on the basis of its opinion as to a fair and responsible compensation package, taking into account the contribution of the NEO to the Corporation’s long-term growth and the knowledge of the members of the Board and the GHRC Committee have with respect to remuneration practices in Canada.

Assessment of Risks Associated with the Corporation’s Compensation Policies and Practices

As part of its review of the Corporation’s compensation policies and practices, including the setting of annual corporate performance objectives, the GHRC Committee considers risks associated with such policies and practices. The Board and the GHRC Committee consider and assess, as necessary, risks relating to compensation prior to entering into or amending employment contracts with NEOs and when setting the compensation of directors. The Board and the GHRC Committee believe that the Corporation’s compensation policies and practices are appropriate for its industry and stage of business and that such policies and practices do not have associated with them any risks that are reasonably likely to have a material adverse effect on the Corporation or which would encourage an NEO to take any inappropriate or excessive risks. The GHRC Committee will continue to review the Corporation’s compensation policies, including its compensationrelated risk profile, as necessary, to ensure its compensation policies and practices are not reasonably likely to have a material adverse effect on the Corporation or encourage an NEO to take any inappropriate or excessive risks.

Named Executive Officer Compensation

The following table sets forth the total compensation paid to or earned during the Corporation’s two most recently completed financial years by those persons who were NEOs during the financial year. The compensation paid to the Corporation’s NEOs in the past two financial years is not indicative of the compensation expected to be paid to the Corporation’s NEOs and directors in the future.

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Name and	Year	Salary	Share-	Option-	Non-equity incentive plan	Non-equity incentive plan	Pension	All other	Total
principal			based	based	compensation		value	compensation(3)	compensation
position			awards(1)	awards(2)
					Annual	Long- term
					incentive	incentive
					plans	plans
Nicholas Reichenbach Executive Chairman, Founder & Chief Executive Officer(4)(6)	2024 2023 2022	500,000 500,000 384,810	989,642 745,648 3,314,171	Nil 40,144 448,686	Nil 376,201 134,282	Nil Nil Nil	Nil Nil Nil	10,000 10,000 Nil	1,499,642 1,671,993 4,281,949
Trent MacDonald Chief Financial Officer(5)	2024 2023 2022	400,000 350,000 Nil	599,309 422,237 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	8,000 7,000 Nil	1,007,309 779,237 Nil
Mathieu Socqué General Counsel & Corporate Secretary(6)	2024 2023 2022	300,000 243,288 Nil	259,540 96,473 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	6,000 4,866 Nil	565,540 344,627 Nil
Pamela McRae SVP IT(7)	2024 2023 2022	342,145 177,894 Nil	185,957 110,044 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	528,102 287,938 Nil
Camelia Rotarita SVP Co- Manufacturing(8)	2024 2023 2022	274,743 211,516 239,396	86,780 51,354 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	361,523 262,870 239,396

Notes:

• (1) Share-based awards are valued based on the share price and the amount presented represents the full fair value on the applicable issuance date.

(2) Stock-based compensation granted is estimated using the fair value of options granted. The fair value is estimated based on the Black-Scholes option pricing model and the amount presented represents the value vested during the applicable year.

• (3) All other compensation includes car benefits/allowances, and housing costs.

• (4) Nicholas Reichenbach was appointed Executive Chairman February 1, 2021, and was appointed Chief Executive Officer effective June 1, 2022. Nicholas Reichenbach provides services as Executive Chairman through Evolver Ventures Inc., a corporation under the control of Nicholas Reichenbach.

• (5) Trent MacDonald was appointed Chief Financial Officer effective July 25, 2022.

• (6) Mathieu Socqué was appointed General Counsel effective January 9, 2023, and Corporate Secretary effective March 16, 2023.

• (7) Pamela McRae was appointed SVP Information Technology effective April 10, 2023, and is employed by a subsidiary of the Corporation.

• (8) Camelia Rotarita has been employed by a subsidiary of the Corporation since September 8, 2015, and was appointed SVP Co-Manufacturing effective December 1, 2023.

Omnibus Incentive Plan Awards

Outstanding Option-Based Awards and Share-Based Awards

The following table sets forth information concerning all outstanding option-based and share-based awards granted by the Corporation to the Corporation’s NEOs, as at October 31, 2024:

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		Option-BasedAwards	Option-BasedAwards	Option-BasedAwards	Share-basedAwards	Share-basedAwards	Share-basedAwards
Name and principal	Number of	Options	Option expiration	Value	Number of shares or	Market or	Market or
				of
						payout value
				unexer			payout value of
	securities					of share-
				cised			vested share-
	underlying	exercise			units of shares that	based
				in-the-			based awards
position	unexercised	price	date		have not vested	awards that
				money			not paid out or
	options	($)			(#)	have not
				option			distributed
	(#)					vested
				s			($)
						($)
				($)
Nicholas Reichenbach Executive Chairman & Chief Executive Officer	Nil	Nil	Nil	Nil	1,496,097	205,260	387,623
Trent MacDonald Chief Financial Officer	Nil	Nil	Nil	Nil	525,967	72,161	215,641
Mathieu Socqué General Counsel & Corporate Secretary	Nil	Nil	Nil	Nil	320,592	43,984	115,330
Pamela McRae SVP IT	Nil	Nil	Nil	Nil	216,358	36,781	Nil
Camelia Rotarita SVP Co- Manufacturing	Nil	Nil	Nil	Nil	100,967	17,164	Nil

Omnibus Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value vested or earned of securities of the Corporation of NEOs during the Financial Year:

Name and principal position	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 ($)
Nicholas Reichenbach Executive Chairman & Chief Executive Officer	Nil	680,724	Nil
Trent MacDonald Chief Financial Officer	Nil	368,146	Nil
Mathieu Socqué, General Counsel and Corporate Secretary	Nil	145,870	Nil
Pamela McRae SVP IT	Nil	185,957	Nil
Camelia Rotarita SVP Co-Manufacturing	Nil	86,780	Nil

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Termination and Change of Control Benefits

Each of the NEOs has a written contract with the Corporation.

The Corporation has entered into an employment agreement entered into with Nicholas Reichenbach, the Executive Chairman & Chief Executive Officer of the Corporation. The employment agreement is for a determinate term ending on April 1, 2026. The Corporation may terminate the employment agreement without just cause by providing Mr. Reichenbach with any entitlements under applicable employment standards legislation in addition to the lesser of: (i) a payment equal to six (6) month’s base salary, or (ii) a payment equal to the base salary Mr. Reichenbach would have earned between the termination date and the end of the term. Additionally, Mr. Reichenbach would be entitled to the pro-rated portion of the annual bonus for the fiscal period in which the termination occurs. Pursuant to an addendum to the employment agreement, any RSUs granted, or conditionally granted, to Mr. Reichenbach would vest immediately upon termination or upon the occurrence of a change of control of the Corporation, provided that such vesting be in compliance with all applicable laws, regulations and rules.

Pursuant to the employment agreement entered into with Trent MacDonald, the Chief Financial Officer of the Corporation, if Mr. MacDonald’s employment with the Corporation is terminated without just cause by the Corporation, Mr. MacDonald will be entitled to any entitlements under applicable employment standards legislation in addition to a payment equal to six (6) month’s base salary. Any RSUs granted, or conditionally granted, to Mr. MacDonald would vest immediately upon termination or upon the occurrence of a change of control of the Corporation, provided that such vesting be in compliance with all applicable laws, regulations and rules.

Pursuant to the employment agreement entered into with Mathieu Socqué, the General Counsel and Corporate Secretary of the Corporation, if Mr. Socqué’s employment is terminated by the Corporation, Mr. Socqué will be entitled to the minimum entitlements under applicable employment standards legislation. In addition, if Mr. Socqué’s employment is terminated by the Corporation without just cause, he will be entitled to six (6) months’ base salary. Any RSUs granted, or conditionally granted, to Mr. Socqué would vest immediately upon termination or upon the occurrence of a change of control of the Corporation, provided that such vesting be in compliance with all applicable laws, regulations and rules.

Pursuant to the employment agreement entered into with Pamela McRae, SVP Information Technology of the Corporation, if Ms. McRae’s employment is terminated by the Corporation, Ms. McRae will be entitled to the minimum entitlements under applicable employment standards legislation. In addition, if Ms. McRae’s employment is terminated by the Corporation without just cause, she will be entitled to four (4) months’ base salary.

Pursuant to the employment agreement entered into with Camelia Rotarita, SVP Co-Manufacturing of the Corporation, if Ms. Rotarita’s employment is terminated by the Corporation, Ms. Rotarita will be entitled to the minimum entitlements under applicable employment standards legislation. In addition, if Ms. Rotarita’s employment is terminated by the Corporation without just cause, she will be entitled to eight (8) weeks’ base salary.

The following chart outlines cash termination amounts, excluding vacation pay and any employee benefit plan contributions by the Corporation, payable in a termination or a termination following a change in control assuming a termination date of October 31, 2024.

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Name	Termination Amounts Payable ($)	Change of Control ($)
Nicholas Reichenbach	$269,230	N/A
Trent MacDonald	$215,385	N/A
Mathieu Socqué	$161,538	N/A
Pamela McRae	$81,795	N/A
Camelia Rotarita	$65,769	N/A

Long-Term Incentives and Corporation’s Omnibus Incentive Plan

The purpose of the Omnibus Incentive Plan is to permit the Corporation to grant Subordinate Voting Share purchase options (the “Options”), restricted share units (“RSUs”) and deferred share units (“DSUs” collectively with the Corporation’s RSUs, the “Units”, and collectively with the Options, the “Awards”), representing the right to receive one Subordinate Voting Share, to the eligible directors, officers, employees and consultants of the Corporation and its subsidiaries in accordance with the terms of the Omnibus Incentive Plan (each such person having been granted an Award being, a “Participant”), subject to certain conditions for the purposes of securing for the Corporation and its Shareholders the benefits of incentive interest in Subordinate Voting Share ownership by the eligible Participants).

The Board is responsible for administering the Omnibus Incentive Plan, and the GHRC Committee will make recommendations to the Board in respect of matters relating to the Omnibus Incentive Plan. The Board will have the discretion to determine the vesting schedule of an Option or the settlement period of RSUs, and the Board will have the full power and authority to accelerate the vesting or exercisability/settlement (as applicable) of any RSUs, or all or any portion of any Option.

The Incentive Plan is considered an “evergreen” plan, since the Subordinate Voting Shares covered by grants which have been exercised, settled, expired, cancelled or forfeited shall be available for subsequent grants under the Omnibus Incentive Plan and the number of Subordinate Voting Shares available to grant increases as the number of issued and outstanding Subordinate Voting Shares increases.

The maximum number of Subordinate Voting Shares currently reserved and available for grant and issuance pursuant to Awards shall not exceed fifteen percent (15%) of the total issued and outstanding Subordinate Voting Shares (on a non-diluted basis) from time to time (including any other share compensation arrangement of Flow) (the “Plan Limit”). Every three years after the effective date of the Omnibus Incentive Plan, all unallocated Awards under the Omnibus Incentive Plan shall be submitted for approval to the Board and the Shareholders. No more than three percent (3%) of the total issued and outstanding Subordinate Voting Shares (on a non-diluted basis) from time to time, shall be reserved and available for grant and issuance pursuant to Awards to the Eligible Directors, less the number of Subordinate Voting Shares reserved for issuance pursuant to awards under all other security-based compensation arrangements (the “Eligible Directors Awards Limit”).

The number of Subordinate Voting Shares issuable to insiders, at any time, under all security-based compensation arrangements of the Corporation, may not exceed ten percent (10%) of the Corporation’s issued and outstanding shares; and the number of Subordinate Voting Shares issued to insiders within any one-year period, under all security based compensation arrangements of the Corporation, may not exceed ten percent (10%) of the issued and outstanding Subordinate Voting Shares.

The Omnibus Incentive Plan provides that appropriate adjustments, if any, will be made by the Board in connection with a reclassification, reorganization or other change of Subordinate Voting Shares, consolidation, distribution, merger or amalgamation, in the Subordinate Voting Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the Omnibus Incentive Plan.

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The following table describes the impact of certain events upon the rights of holders of Awards under the Omnibus Incentive Plan, including a change of control, termination for cause, termination other than for cause and death:

Event	Provisions
Change of Control	Unless otherwise stipulated in any agreement with respect to the granting of an Award and the approval of the TSX, if required, the Board shall have the right, in its discretion, to deal with any or all Awards (or any portion thereof) issued under the Plan in the manner it deems fair and reasonable in the circumstances. Vested Awards may, among other things, be deemed exercised by the Board.
Termination for Cause	All unexercised vested and unvested Awards shall terminate as of the Participant’s termination date.
Resignation	All unexercised vested or unvested Awards shall terminate on the Participant’s termination date caused by such resignation, subject to any later expiration dates determined by the Board.
Termination other than for Cause	Upon a participant’s termination without cause the number the Awards that may vest is subject to pro- ration over the applicable vesting period (ending on the Participant’s termination date) and shall expire on the earlier of ninety (90) days after the Participant’s termination date or the expiry date of the Awards.
Death, Disability or Retirement	The number of Awards that may vest is subject to pro ration over the applicable vesting period (ending on the Participant’s termination date) and shall expire on the earlier of one hundred eighty (180) days after the Participant’s death, disability or retirement or the expiry of the Awards. If a Participant is determined to have breached any post-employment restrictive covenants in favour of the Corporation, then any Awards held by the Participant, whether vested or unvested, will immediately expire and the Participant shall pay to the Corporation any “in-the-money” amount realized upon exercise of Awardsfollowing theParticipant’s terminationdate.

The Board may amend the Omnibus Incentive Plan or any Award at any time without the consent of a Participant provided that such amendment shall (i) not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Incentive Plan, (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the exchange, and (iii) be subject to shareholder approval, where required by law, the requirements of the exchange or the Omnibus Incentive Plan, provided, however, that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to: (i) any amendment to the vesting provisions, if applicable, or assignability provisions of Awards; (ii) any amendment to the expiration date of an award that does not extend the terms of the Award past the original date of expiration for such Award; (iii) any amendment regarding the effect of the termination of a Participant’s employment or engagement; (iv) any amendment which accelerates the date on which any Award may be exercised under the Omnibus Incentive Plan; (v) any amendment to the definition of “eligible participant” (under the Plan); (vi) any amendment necessary to comply with applicable law or the requirements of the exchange or any other regulatory body; (vii) any amendment of a “housekeeping” nature, including, without limitation, to clarity the meaning of an existing provision of the Omnibus Incentive Plan, correct or supplement any provision of the Omnibus Incentive Plan that is inconsistent with any other provision of the Omnibus Incentive Plan, correct any grammatical or typographical errors or amend the definitions in the Omnibus Incentive Plan; (viii) any amendment regarding the administration of the Plan; (ix) any amendment to add or amend provisions permitting for the granting of cash-settled awards, a form of financial assistance or clawback; and (x) any other amendment that does not require the approval of the holders of Subordinate Voting Shares pursuant to the amendment provision of the Omnibus Incentive Plan.

The Board shall be required to obtain shareholder approval to make the following amendments: (i) any reduction in the exercise price of an Option held by an insider, (ii) any amendment which extends the expiry date of any Award held by an insider, or the unit restriction period of any Units held by an insider beyond the original expiry date, except in case of an extension due to a black-out period, (iii) any amendment removing or exceeding the insider participation limit, (iv) any amendment to remove or exceed the eligible director participation limit, (iv) any change to the maximum number of Subordinate Voting Shares issuable from

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treasury under the Omnibus Incentive Plan, and (v) any amendment to the amendment provisions of the Omnibus Incentive Plan, provided that (x) Subordinate Voting Shares held directly or indirectly by insiders benefiting from the amendments in (i), (ii) and (iii) above shall be excluded when obtaining such shareholder approval; and (y) Subordinate Voting Shares held directly or indirectly by insiders where the amendment will disproportionately benefit such insiders over other Award holders shall be excluded when obtaining such shareholder approval.

The Board may, subject to regulatory approval, discontinue the Omnibus Incentive Plan at any time without the consent of the Participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Omnibus Incentive Plan.

The Board may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions of the Omnibus Incentive Plan concerning the effect of the termination of the Participant’s employment or engagement shall not apply for any reason acceptable to the Board.

Other than by will or under the law of succession, or as expressly permitted by the Board, or as otherwise set forth herein, Awards are not assignable or transferable. Awards may only be exercised: (a) by the Participant to whom the Awards were granted; (b) with the Corporation’s prior written approval and subject to such conditions as the Corporation may stipulate; (c) upon the Participant’s death, by the legal representative of the Participant’s estate; or (d) upon the Participant’s incapacity, the legal representative having authority to deal with the property of the Participant.

Options

The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, commencing on the date such Option is granted to the Participant and ending as specified in the Omnibus Incentive Plan or in the underlying option agreement, but in no event shall an Option expire on a date which is later than ten (10) years from the date the Option is granted. Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options. The exercise price for Subordinate Voting Shares that are the subject of any Option shall be fixed by the Board when such Option is granted, but shall not be less than the “Market Value” (being the greater of the 5-day volume weighted average price of the Subordinate Voting Shares on the TSX or the closing price of such Subordinate Voting Shares on the trading day immediately preceding the date of the granting of the Option). An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire, for each Option issued, one Subordinate Voting Share from treasury at the exercise price.

Should the expiration date for an Option fall within a black-out period or within nine (9) business days following the expiration of a black-out period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the black-out period, such tenth (10[th] ) business day to be considered the expiration date for such Option for all purposes under the Omnibus Incentive Plan. The ten (10) business day period may not be extended by the Board.

The Board has the discretion to determine the vesting schedule of any Option and the Board shall have the full power and authority to accelerate the vesting or exercisability of all or any portion of any Option.

Once a portion of an Option that has vested becomes exercisable, it remains exercisable until expiration of termination of the Option, unless otherwise specified by the Board in connection with the grant of such Option.

In order to facilitate the payment of the exercise price of the Options, the Omnibus Incentive Plan permits Participants, subject to the approval of the Board, to elect to undertake either a broker assisted “cashless exercise” or a “net exercise” subject to the procedures set out in the Omnibus Incentive Plan, including the consent of the Board.

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DSUs

A DSU is an Award of phantom share units to a Participant, subject to restrictions and conditions as the Board may determine at the time of grant. Subject to the provisions set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the eligible directors who may receive DSUs under the Omnibus Incentive Plan, (ii) fix the number of DSUs, if any, to be granted to each eligible director and the date or dates on which such DSUs shall be granted, and (iii) determine the relevant conditions and vesting provisions of such DSUs, the whole subject to the terms and conditions prescribed in the r Omnibus Incentive Plan.

Subject to vesting and other conditions and provisions set forth in the Omnibus Incentive Plan and in an agreement relating to a grant of DSUs, the Board shall determine whether each DSU awarded to a Participant shall entitle the Participant: (i) to receive one (1) Subordinate Voting Share issued from treasury or purchased on the open market; (ii) to receive the cash equivalent of one (1) Subordinate Voting Share; or (iii) to elect to receive either one (1) Subordinate Voting Share from treasury or purchased on the open market, the cash equivalent of one (1) Subordinate Voting Share or a combination of cash and Subordinate Voting Shares.

Each eligible director (i) shall receive such percentage of his or her Board retainer in the form of DSUs as may be determined by the compensation policies of the Board from time to time (the “Mandatory Portion”), and (ii) may elect to receive any percentage, up to 100%, of the balance of his or her Board retainer in the form of DSUs (the “Voluntary Portion”).

Each eligible director will receive such number of DSUs as is obtained by dividing the sum of any Mandatory Portion and the Voluntary Portion payable quarterly to the eligible director by the “Market Value” (being the 5-day volume weighted average price of the Subordinate Voting Shares on the TSX) on the date on which the DSUs are awarded. DSUs shall be awarded to eligible directors quarterly on the first day of each quarter (or, if not a business day, on the following business day), unless otherwise determined by the Board.

Any Participant may elect to receive the equivalent of any Mandatory Portion in cash instead of DSUs if (i) the Participant purchases in the open market the same number of Subordinate Voting Shares he or she would have received in the form of DSUs, or (ii) the Participant is otherwise exempted by the Board for any reason.

A Participant who (i) ceases to be a director of the Corporation; (ii) ceases to be employed by the Corporation or its subsidiaries; or (iii) ceases to provide services to the Corporation or its subsidiaries, as applicable (or, if deceased, his or her estate, succession, heirs or legal representatives) may request the settlement of all (but not less than all) of his or her DSUs at any time during the period between the date on which he or she ceases to be a director and the “DSU Expiry Date” (being the business day preceding December 31 of the calendar year following the calendar year during which a Participant (i) ceases to be a director of the Corporation; (ii) ceases to be employed by the Corporation or its subsidiaries; or (iii) ceases to provide services to the Corporation or its subsidiaries, as applicable), in such manner as the Board may determine and in accordance with such rules and regulations as the Board may prescribe. Any DSU which has not been settled prior to the DSU Expiry Date shall be automatically settled on the DSU Expiry Date.

Notwithstanding any other provision of the Omnibus Incentive Plan, in the event that a DSU settlement date occurs during a black-out period or other trading restriction imposed by the Corporation Issuer, then settlement of the applicable DSUs shall be automatically extended to the tenth (10[th] ) business day following the date that such black-out period or other trading restriction is lifted, terminated or removed.

RSUs

A RSU is an Award granted for services rendered in a particular year entitling the recipient to receive payment based on the value of one Subordinate Voting Share once such Award has vested, subject to such restrictions

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and conditions as the Board may determine at the time of grant. Conditions may be based on continuing employment (or engagement) with the Corporation or a subsidiary.

Unless otherwise set forth in an agreement underlying a RSU, each RSU shall vest as to 1/3 on each of the first, second and third anniversary of the date of grant (each such date being the RSU vesting date). Subject to the vesting and other conditions and provisions set forth in the Omnibus Incentive Plan and in an agreement underlying the RSUs, the Board shall determine whether each RSU awarded to a Participant shall entitle the Participant: (i) to receive one (1) Subordinate Voting Share issued from treasury or purchased on the open market; (ii) to receive the cash equivalent of one (1) Subordinate Voting Share; or (iii) to elect to receive either one Subordinate Voting Share from treasury or purchased on the open market, the cash equivalent of one (1) Subordinate Voting Share or a combination of cash and Subordinate Voting Shares.

Except as otherwise provided in an agreement relating to a grant of RSUs: (a) all of the vested RSUs covered by a particular grant may, be settled at on any date (each such day being a “RSU Settlement Date”) on or before the last day of the applicable restriction period (which shall end on the business day preceding December 31 of the calendar year which is three (3) years after the calendar year in which the services in relation to which the RSU is granted were performed, or such shorter period as may be determined by the Board at the time the RSU is granted), by delivering a settlement notice in respect of any or all vested RSUs held by such Participant; and (b) any vested RSU, for which no settlement notice has been delivered prior to the last day of the applicable restriction period, shall be automatically settled on the last day of such restriction period.

Settlement of RSUs shall take place promptly following the RSU Settlement Date through: (a) in the case of settlement of RSUs for their cash equivalent, delivery of a cheque to the Participant representing the cash equivalent; (b) in the case of settlement of RSUs for Subordinate Voting Shares, delivery of a share certificate to the Participant or the entry of the Participant’s name on the share register for the Subordinate Voting Shares; or (c) in the case of settlement of the RSUs for a combination of Subordinate Voting Shares and the cash equivalent, a combination of (a) and (b).

Notwithstanding any other provision of the Omnibus Incentive Plan, in the event that a RSU Settlement Date falls during a black-out period or other trading restriction imposed by the Corporation and the Participant has not delivered a settlement notice with respect to the RSUs, then such RSU Settlement Date shall be automatically extended to the tenth (10[th] ) Business Day following the date that such black-out period or other trading restriction is lifted, terminated or removed.

A full copy of the Omnibus Incentive Plan is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca/landingpage/.

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Annual Burn Rate Table

In accordance with the requirements of Section 613 of the TSX Company Manual, the following table sets out the annual burn rate of Awards granted under the Omnibus Incentive Plan as of the end of the financial year ended October 31, 2024. The burn rate is calculated by dividing the number of Awards granted under the Omnibus Incentive Plan during the relevant fiscal year by the weighted average number of Subordinate Voting Shares outstanding for the applicable fiscal year.

Annual Burn Rates for the Financial Year ended after the Amalgamation	Annual Burn Rates for the Financial Year ended after the Amalgamation
	Fiscal 2024
Options	Nil
RSUs	13.94%
DSUs	2.5%

As at March 20, 2025, (i) Options to purchase an aggregate of up to 1,486,778 Subordinate Voting Shares, (ii) 3,703,920 RSUs, and (iii) 2,153,477 DSUs are issued and outstanding. The number of Subordinate Voting Shares remaining available for future issuance is 4,746,674 (based on the number of issued and outstanding Subordinate Voting Shares on March 20, 2025).

Director Compensation

The following table sets forth the annual compensation for the directors of the Corporation, except for those who are NEOs.

Board Role	Annual Cash Retainer	Annual DSU Grant	Additional Committee Member
			Fee
Board Member	$125,000	Cash and/or DSU(2)	$2,500 in Flow Product
Lead Independent Director(1)	$25,000		N/A
Audit Committee Chair	$20,000		N/A
GHRC Committee Chair	$20,000		N/A

Notes:

(1) If a director is both a Committee Chair and Lead Independent Director, the Lead Independent Director retainer only shall supersede.

The following table sets out for each director (who was not a NEO), information concerning all compensation provided as of October 31, 2024:

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Name	Fees earned ($)	Share- based awards ($)	Option-based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Patrick Bousquet-Chavanne	Nil	150,000	Nil	Nil	Nil	Nil	150,000
Joseph Jackman	125,000	Nil	Nil	273,000	Nil	Nil	398,000
Stephen A. Smith	58,000	87,000	Nil	Nil	Nil	Nil	145,000
Michael Lines	145,000	Nil	Nil	Nil	Nil	Nil	145,000

Outstanding Option-Based, Share-Based Awards and Non-Equity Incentive Plan Compensation

The following table sets out for each director (who was not a NEO), information concerning all incentivebased awards outstanding as of October 31, 2024:

		Option-based Awards	Option-based Awards		Share-based Awards	Share-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 vested (#)	Market or payout value of share- based awards that have not vested ($)(1)	Market or payout value of vested share- based awards not paid out or distributed ($)(1)
Patrick Bousquet- Chavanne	50,000	6.75	January 5, 2027	Nil	Nil	Nil	463,083
Joseph Jackman	10,000	1.50	January 5, 2027	Nil	Nil	Nil	Nil
Stephen A. Smith	Nil	Nil	Nil	Nil	Nil	Nil	205,500
Michael Lines	20,000	Nil	Nil	Nil	Nil	Nil	Nil

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth the information pertaining to the Corporation’s Omnibus Incentive Plan as at October 31, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by securityholders	1,486,778 Options	5.22	5,883,820
	1,679,119 RSUs	N/A
	2,153,477 DSUs	N/A
Equity compensation plans not approved by securityholders
Total	5,319,374	5.22	5,883,820

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PERFORMANCE GRAPH

The following graph compares the Corporation’s performance since inception and ending on October 31, 2024, to the S&P/TSX Composite Index, each starting with an investment of $100:

==> picture [572 x 344] intentionally omitted <==

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

Performance Graph
$140.00
$120.00
$100.00
$80.00
$60.00
$40.00
$20.00
$0.00
Flow Beverage Corp. (FLOW.TO) S&P/TSX Composite Index
Source: YahooFinance.
14-Jul-21 30-Jul-21 29-Oct-21 31-Jan-22 29-Apr-22 29-Jul-22 31-Oct-22 31-Jan-23 28-Apr-23 29-Jul-23 31-Oct-23 31-Jan-24 30-Apr-24 31-Jul-24 31-Oct-24
FLOW 5.67 5.39 2.03 1.62 0.7 0.49 0.22 0.85 0.36 0.465 0.24 0.31 0.165 0.17 0.17
S&P/ TSX 20,147 20,288 21,037 21,098 20,762 19,693 19,426 20,767 20,637 20,626 18,874 21,021 21,714 23,110 24,156
Flow $100.00 $95.06 $35.80 $28.57 $12.35 $8.64 $3.88 $14.99 $6.35 $8.20 $4.23 $5.47 $2.91 $3.00 $3.00
Beverage
Corp.
(FLOW.TO)
S&P/TSX $100.00 $100.70 $104.42 $104.72 $103.05 $97.75 $96.42 $103.08 $102.43 $102.38 $93.68 $104.34 $107.78 $114.71 $119.90
----- End of picture text -----

S&P/ TSX

Flow Beverage Corp. (FLOW.TO)

S&P/TSX Composite Index

The trend shown by the above performance graph does not directly correlate to the compensation received by the Corporation’s NEOs. The Corporation’s cumulative shareholder return performance reflects both operational and financial performance within the Corporation’s control as well as the impact of economic, industry, and market factors that are beyond the Corporation’s control. The GHRC Committee and the Board generally evaluate performance by reference to the achievement of corporate objectives rather than by shortterm changes in the market price of the Subordinate Voting Shares.

CORPORATE GOVERNANCE

General

In general, the Board is responsible for the stewardship of the Corporation. The Board oversees the business and affairs of the Corporation, supervises senior management’s day-to-day conduct of business, establishes

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or approves overall corporate policies where required and involves itself jointly with management in ensuring the creation of shareholder value and the preservation and protection of the Corporation’s assets as well as in establishing the Corporation’s strategic direction. The Board acts through regularly scheduled Board meetings, which are held on a quarterly basis, with additional meetings being scheduled when required. In addition, there is ongoing communication between senior management and Board members between meetings both on an informal basis and through committee meetings.

To assist in the discharge of its responsibilities, the Board has established an Audit Committee and a GHRC Committee.

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The CSA have adopted National Policy 58-201 – Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure of corporate governance practices. This disclosure is presented below.

Composition of the Board

The Board is currently composed of five (5) directors, being Nicholas Reichenbach, Patrick BousquetChavanne, Stephen A. Smith, Michael Lines and Joseph Mimran,

Except for Nicholas Reichenbach, each of the proposed nominees of the Corporation are considered by the Board to be independent within the meaning of NI 58-101. An “independent director” is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interests of the Corporation. The independent directors of the Corporation hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. In order to facilitate open and candid discussion among the independent directors, members are encouraged to meet and discuss matters outside of the board meeting forum. The Board anticipates that such meetings can and will continue to be held in the future, either formally or informally.

The responsibilities of the Board and management to act with due care in the best interests of the Corporation are well defined by law and both management and the Board recognize their respective duties and obligations. The independent directors exercise their responsibilities for independent oversight of management and meet independently of management whenever deemed necessary.

Corporate objectives are reviewed by the Board from time to time throughout the year. The Board has the mandate to set the strategic direction of the Corporation and to oversee its implementation by management of the Corporation. To assist it in fulfilling this responsibility, the Board has specifically recognized its responsibility for several areas, including:

• reviewing and approving the Corporation’s strategic, business and capital plans;

• reviewing and approving material proposed expenditures;

• reviewing and approving significant operational and financial matters; and

• providing direction to management on these matters.

Decisions regarding the ongoing day-to-day management are made by management of the Corporation. The Board meets regularly to review the business operations and financial statements of the Corporation and also discharges, in part, its responsibility through the Audit Committee and the GHRC Committee. The frequency of the meetings of the Board, as well as the nature of agenda items, change depending upon the state of the Corporation’s affairs and in light of opportunities that arise or risks which the Corporation faces. The Corporation holds a minimum of four meetings of the Board in each fiscal year. When business requires

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that a board meeting cannot be called within a reasonable time, decisions are made by written resolution signed by all directors.

The Board participates fully in assessing and approving strategic plans and prospective decisions proposed by management. In order to ensure that the principal business risks borne by the Corporation are appropriate, the directors receive and comment on periodic reports from management as to the Corporation’s assessment and management of such risks. The Board regularly monitors the financial performance of the Corporation, including receiving and reviewing periodic management reports. The Board, directly and through its Audit Committee, assesses the integrity of the Corporation’s internal control and management information systems.

Certain members of the Board of Directors are currently directors of other issuers that are reporting issuers (or the equivalent) in a jurisdiction of Canada or a foreign jurisdiction. The following table sets forth the current and proposed directors of the Corporation who currently hold directorships with other reporting issuers:

Name	Name of Reporting Issuer	Market or Exchange Traded On	Position	From	To
Nicholas Reichenbach	General Assembly Holdings Limited	TSX Venture Exchange	Director, Chairman of Compensation Committee Audit Committee	February 2021	Present
Patrick Bousquet- Chavanne	Brown-Forman Corporation	NYSE	Director, Chairman of Compensation Committee, Nominating and Governance Committee	April 2005	Present
Stephen A. Smith	Organigram Holdings CanPR Technology	NASDAQ, TSX TSX Venture Exchange	Director, Audit Committee Chair of the Board and Director	February 2020 June 2024	Present Present

Chairman of the Board

Nicholas Reichenbach, the Executive Chair, Chief Executive Officer and founder of the Corporation, is the Executive Chair of the Board, and in such role, he is principally responsible for overseeing the operations and affairs of the Board.

Lead Director

As the Chairman of the Board is an Executive Officer, the directors have appointed Patrick BousquetChavanne, an independent director, as the lead director of the Corporation (the “Lead Director”). The Lead Director is responsible for performing the duties and responsibilities of ensuring that the Board discharges its responsibilities, that the Board evaluates performance of management objectively, that the Board understands the boundaries between the responsibilities of the Board and of management and managing any conflicts of interest between the Board and management.

Board of Directors Mandate

The Board of Directors has adopted a written charter describing, inter alia, the Board’s role and overall responsibility to supervise the management of the business and affairs of the Corporation. The Board, directly and through its committees and the Chairman of the Board (or the Lead Director in the event the Chairman of

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the Board has a conflict of interest), provides direction to the Executive Officers. The Board has overall responsibility for the Corporation’s strategic planning, risk management, human resources management, corporate governance, and communications with the Corporation’s Shareholders and the market.

Committees of the Board

In addition to the Audit Committee, the Board of Directors has established the GHRC Committee which is currently comprised of Patrick Bousquet-Chavanne, Michael Lines and Joseph Mimran, with Patrick Bousquet-Chavanne, Michael Lines and Joseph Mimran being independent within the meaning of NI 58-101. For more information on the Audit Committee, please refer to description below as well as the Corporation’s Annual Information Form dated January 29, 2025, which can be found on www.sedarplus.ca/landingpage/ . For more information on the GHRC Committee, please refer to the discussion below.

Orientation and Continuing Education of Board Members

The Corporation has established an informal orientation and education program for new members of the Board. The Corporation and management is committed to providing such information so as to ensure that the new directors are familiar with the Corporation’s business and the procedures of the Board. Information may include the Corporation’s corporate and organizational structure, recent filings and financial information, governance documents and important policies and procedures. The GHRC Committee ensures that every director possesses the capabilities, expertise, availability and knowledge required to fill his or her position adequately. The GHRC Committee will provide continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure that their knowledge and understanding of the Corporation’s business remains current.

Director Term Limits

Directors are elected, on an individual basis and in accordance with the CBCA for a term of one year. The Board has not established a limit on the number of terms that a director may serve; however, no director may stand for election or re-election to the Board of Directors after the director has reached the age of 75.

Measures to Encourage Ethical Business Conduct

The Board encourages and promotes a culture of ethical business conduct through various measures including through the adoption of its Code of Business Conduct and Ethics (the “Code of Conduct”).

The Corporation has approved the Code of Conduct in light of its continued commitment to honesty and integrity in the conduct of its business. The Code of Conduct applies to all its directors, officers and employees, including its Chief Executive Officer, its Chief Financial Officer and all employees of the Corporation’s subsidiaries. The Code of Conduct, as updated, is attached as Schedule “C” hereto, and is also available on the Corporation’s website.

The Board and officers of the Corporation are responsible for ensuring compliance with the Code of Conduct. The Board reviews the Code of Conduct on an annual basis and has delegated supervision of compliance to the Audit Committee, and the appropriate officers of the Corporation. The Corporation has incorporated compliance with the Code of Conduct into its internal controls, monitors compliance on an ongoing basis, and has implemented training to help its employees and executives understand the principles in the Code of Conduct. Furthermore, the Code contains an Anti-Bribery and Corruption Policy specifically prohibiting bribery of foreign political officials (in addition to its pre-existing broad prohibition against bribery) and an Anti-Trust Policy prohibiting violation of anti-trust laws.

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It is the responsibility of all employees, officers and directors to report any concerns regarding accounting, financial statement disclosure, internal accounting or disclosure controls, auditing matters or suspected wrongdoings in accordance with the provisions set out herein and in the Code of Ethics. No employee, officer or director who in good faith makes a complaint shall suffer harassment, retaliation or adverse employment consequences. An individual who retaliates against someone who has made a complaint in good faith is subject to discipline up to and including termination of employment.

In addition, the Board of Directors has adopted a formal written insider trading policy (the “Insider Trading Policy”) to assist the directors, officers and employees the Corporation and its subsidiaries in complying with the prohibitions under applicable securities laws against insider trading, tipping and recommending trades in the securities of the Corporation and other issuers in certain circumstances. The Insider Trading Policy also contains additional pre-clearance, black-out and other trading restrictions and provisions for maintaining the confidentiality of information in certain circumstances.

Nomination of Directors

The GHRC Committee annually reviews, in collaboration with the Board, the criteria regarding the composition of the Board and its committees, such as size and proportion of independent directors, set out criteria to determine “relatedness” as well as the profile of the Board (age, disciplines, diversity, geographical representation, etc.) and establish a Board comprising members who facilitate effective decision-making. In addition, the GHRC Committee is also responsible for recommending to the Board the list of candidates for directors to be nominated for election by shareholders at annual meetings of shareholders. In making its recommendations, the GHRC Committee considers the competencies and skills that the Board considers to be necessary for the Board as a whole to possess, the competencies and skills that the Board considers each existing director to possess, and the competencies and skills each new nominee will bring to the boardroom. The Committee also considers the amount of time and resources that nominees have available to fulfill their duties as a Board member.

The GHRC Committee is composed of a majority of independent directors within the meaning of NI 58-101. The Chair of the GHRC Committee is an independent director and will lead the nominating process in accordance with and pursuant to the criteria for Board membership as set forth in the GHRC Committee charter.

Diversity, Equity and Inclusion

The Corporation’s senior management and the members of the Board of Directors have diverse backgrounds and expertise and were selected on the belief that the Corporation and its stakeholders would benefit from such a broad range of talent and experiences.

The Board of Directors does not intend to specifically define diversity, but the GHRC Committee will value diversity of experience, perspective, education, background, race, gender and national origin as part of its overall evaluation of director nominees for election or re-election and the Board of Directors and GHRC Committee and will value same as part of its evaluation of candidates for executive positions. This will be achieved through ensuring that diversity considerations are taken into account to fill vacancies, continuously monitoring the level of women, Indigenous peoples, persons with disabilities and members of visible minorities represented on our Board of Directors and in our executive team, continuing to broaden recruiting efforts to attract and interview qualified female candidates, and committing to retention and training to ensure that our most talented employees are promoted from within our organization.

The Board of Directors considers merit as the key requirement for board and executive appointments, and as such, it has not adopted a target regarding women, Indigenous peoples, persons with disabilities and members of visible minorities in senior management positions or as directors of the Corporation. The Corporation has not adopted a written diversity policy and seeks to attract and maintain diversity at the executive and Board

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of Directors levels informally through the recruitment efforts of management in discussion with directors prior to proposing nominees to the GHRC Committee and to the Board of Directors as a whole for consideration.

The Corporation currently has one member of senior management who self-identifies as a member of a visible minority and six members who are females (representing respectively, 7.14%% and 42.8% of the Corporation’s senior management), but no Indigenous peoples or persons with disabilities in senior management positions.

Compensation

See “Compensation of Executive Officers and Directors – Compensation Governance”.

Assessments

The Board and each Committee of the Board assesses, on an annual basis, the contributions of the Board, as a whole, any committees of the board and each of the directors, in order to determine whether each is functioning effectively. In making such assessments, the Board considers the industry in which the Corporation operates, as well as the practices of comparable corporate bodies.

The GHRC Committee annually reviews and makes recommendations to the Board for changes to the mandate for the Board. The GHRC Committee also annually assesses the effectiveness of the Board as a whole and each committee of the board and makes recommendations to the Board.

Governance, Human Resources and Compensation Committee

The GHRC Committee is comprised of Patrick Bousquet-Chavanne and Michael Lines (Chair) each of whom have a working familiarity with governance, human resources and compensation matters, and with Patrick Bousquet-Chavanne and Michael Lines meeting the requirements for independence under NI 58-101. Michael Lines is the Chair of the committee. For the skills and experience of each proposed member of the GHRC Committee relevant to the performance of his duties as a member of the GHRC Committee, see “Board of Directors and Officers - Biographies”.

The GHRC Committee shall, among other things:

• consider and recommend for approval by the Board the appointment of the executive officers of the Corporation and nominees to the Board including an analysis of the skills and competencies the Board should possess;

• consider the independence of each member of the Board;

• review existing management resources and plans for ensuring that qualified personnel will be available as required and to report on this matter to the Board;

• review and assess annually the performance of the CEO, the CFO, and the Executive Chairman against pre-set specific corporate and individual goals and objectives;

• oversee and recommend for approval by the Board the executive compensation principles, policies, programs, grants of equity-based incentives and processes and specifically consider and recommend approval of such matters annually or as required;

• review the compensation discussion and analysis and related executive compensation disclosure for inclusion in the Corporation’s public disclosure documents, in accordance with applicable rules and regulations; and

• review, monitor, report and where appropriate, provide recommendations to the Board on the Corporation’s exposure to risks related to executive compensation policies and practices, if any, and identify compensation policies and practices that mitigate any such risk.

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The GHRC Committee will have the authority to engage outside counsel or other outside advisors as it deems appropriate to assist the GHRC Committee in the performance of its functions.

The GHRC Committee may also recommend to the Board further changes to the existing executive compensation regime and severance pay practices, employment agreements for executive officers, and adopted stock ownership guidelines.

Audit Committee

The Audit Committee has a charter (the “Audit Committee Charter”), which outlines its authority and responsibilities.

The Audit Committee is comprised of Stephen A. Smith (Chair), Patrick Bousquet-Chavanne and Michael Lines each of whom meets the requirements for independence under NI 58-101. Stephen Smith is the Chair of the Audit Committee. For the education and experience of each member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee, see “Board of Directors and Officers - Biographies”.

Each of the proposed members of the Audit Committee is financially literate within the meaning of NI 52110. A director is “financially literate” within the meaning of NI 52-110 if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements. Additionally, each of the members of the Audit Committee is independent within the meaning of NI 52-110. Subject to certain exceptions, a director is “independent” within the meaning of NI 52-110 if he or she has no direct or indirect material relationship with the issuer. A “material relationship” is a relationship that could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgement.

The Audit Committee is responsible for overseeing the accounting and financial reporting practices of the Corporation and audits of the Corporation’s financial statements. The Audit Committee’s responsibilities also include the selection, recommendation, and oversight of Corporation’s independent auditors, as well as the oversight of its internal audit process and system of internal controls over financial reporting and disclosure. The Audit Committee is also responsible for the pre-approval of all non-audit services to be provided to the Corporation by its independent auditors. The Audit Committee shall review and confirm the independence of the independent auditors by obtaining statements from the independent auditors describing all relationships with the Corporation, including with respect to any non-audit services.

Reliance on Certain Exemptions

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on the exemptions contained in Sections 2.4 (De Minimis Non-Audit Services), Subsection 3.2 (Initial Public Offerings), Subsection 3.4 (Events Outside Control of Member), Subsection 3.5 (Death, Incapacity or Resignation) or Part 8 (Exemptions) of NI 52-110 other than for the period between the resignation of Ann Tracy from the Audit Committee on November 3, 2022 and until the appointment of Stephen Smith and Michael Lines to the Audit Committee on November 28, 2002, the Corporation relied on the exemption in Subsection 3.5 (Death, Incapacity or Resignation) in respect of such vacancies in the Audit Committee..

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

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Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

The aggregate fees billed and estimated to be billed by the Corporation’s external auditors from the prior two years are set out in the table below.

Financial Year Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
October 31, 2024	$676,000	$Nil	$88,820	$Nil
October 31, 2023	$486,730	$Nil	$129,586	$Nil

Notes:

• (1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Corporation’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include fees for services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include all other non-audit services.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

No individual who is, or at any time during the financial year ended October 31, 2024 was, a director or executive officer of the Corporation, no proposed nominee for election as a director of the Corporation, or any associate of any of them is, or at any time since the beginning of the financial year ended October 31, 2024 has been, indebted to the Corporation or any of its subsidiaries or was indebted to another entity, which indebtedness is, or was at any time during the financial year ended October 31, 2024, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Circular, the Corporation is not aware of any material interest, direct or indirect, of any informed person or proposed director of the Corporation or any associate or affiliate of any such persons in any transaction since the commencement of the Financial Year or in any proposed transaction, which has materially affected or would materially affect the Corporation or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Circular, the management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the Corporation’s last financial year or any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing

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persons, in any matter to be acted upon at the Meeting other than the election of directors or the reappointment of auditors.

SHAREHOLDER PROPOSALS

To propose any matter for a vote by the shareholders at an annual meeting of the Corporation, a shareholder must send a proposal to the Corporation’s head office, 155 Industrial Parkway South, Unit 7-10, Aurora, Ontario, L4G 3G6 Attn: Corporate Secretary, at least 90 days before the anniversary date of the notice for the previous year’s annual meeting. Proposals for the Corporation’s 2026 annual meeting must be received no later than January 30, 2026. The Corporation may omit any proposal from its Circular and annual meeting for a number of reasons under applicable Canadian corporate law, including receipt of the proposal by the Corporation subsequent to the deadline noted above.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation’s audited consolidated financial statements and accompanying management’s discussion and analysis (“MD&A”) for the Financial Year. Copies of the audited consolidated financial statements and MD&A for the Financial Year are available under the Corporation’s profile on SEDAR+. The section entitled “Audit Committee Disclosure” of the Corporation’s Annual Information Form dated January 29, 2025, has information about the Audit Committee, including the committee mandate.

Shareholders may contact the Corporation to request copies of the Corporation’s financial statements and MD&A via email at investors@flowhydration.com.

Additional information relating to the Corporation is available on the SEDAR+ website at www.sedar.com.

GENERAL

All matters referred to herein for approval by the shareholders require a majority of the votes cast by shareholders in person or by proxy at the Meeting.

The contents and sending of this Circular and delivery of it to each director of the Corporation, to the auditors of the Corporation and to the Shareholders of the Corporation entitled to notice of the Meeting, have been approved by the Board. Where information contained in this Circular rests particularly within the knowledge of a person other than the Corporation, the Corporation has relied upon information furnished by such person.

Unless otherwise stated, the information contained herein is given as of the 20[th ] day of March 2025.

By Order of the Board of Directors

(signed) “Nicholas Reichenbach” Nicholas Reichenbach Executive Chairman, Founder and Director