Goodfellow Inc. — Proxy Solicitation & Information Statement 2026

Apr 9, 2026

GOODFELLOW INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual and Special Meeting of Shareholders (the “Meeting”) of Goodfellow Inc. (the “Corporation”) will be held at the head office of the Corporation, located at 225 Goodfellow Street, Delson, Quebec, J5B 1V5, on May 12, 2026, at 11:00 a.m. (EDT) for the following purposes:

1. To receive the consolidated financial statements for the fiscal year ended November 30, 2025 and the independent external auditors’ report thereon;
2. To elect directors;
3. To appoint the independent external auditors and authorize the directors to fix their remuneration;
4. To consider and, if deemed appropriate, approve a resolution approving and ratifying the Long Term Incentive Plan, unallocated rights and entitlements thereunder and the grant of awards thereunder;
5. To consider and, if deemed appropriate, approve a resolution approving and ratifying the grant of 180,000 restricted share units not part of the Long Term Incentive Plan;
6. To transact such other business as may properly be brought before the Meeting or at any adjournment thereof.

You are entitled to receive the notice of the Meeting and vote at the Meeting if you were a shareholder of the Corporation on March 31, 2026, at 5:00 p.m. (EDT).

The Corporation will be simultaneously holding the Meeting virtually, by way of a live webcast and telephone conference:

Webcast: https://edge.media-server.com/mmc/p/7tzwmf9s

Call: https://register-conf.media-server.com/register/BI6521bf433650469f83223aff69f31691

1. Click on the call link and complete the online registration form.
2. Upon registering you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details.
3. Select a method for joining the call:
   a. Dial-In: A dial in number and unique PIN are displayed to connect directly from your phone.
   b. Call Me: Enter your phone number and click “Call Me” for an immediate callback from the system. The call will come from a U.S. number.

The accompanying Management Proxy Circular (the “Circular”) provide information about how to exercise your right to vote your shares and additional information relating to the matters to be dealt with at the Meeting.

Shareholders are urged to vote on the matters in advance of the meeting by proxy, and even more so if they are planning to attend the meeting virtually, as the webcast and telephone conference will not allow shareholders to cast votes during the Meeting. Shareholders will be able to submit questions to the

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Management team through the live webcast or telephone conference during a portion of the Meeting dedicated for this purpose.

If you do not expect to be able to participate in the Meeting or if you are planning to attend virtually, please complete, date and sign the enclosed form of proxy and return it in the postage-paid envelope provided for such purpose, or vote by telephone or the Internet by following the instructions in the Circular and on the enclosed form of proxy. To be valid, proxies must be received at the offices of Computershare Investor Services Inc., 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6, or votes made by telephone or the Internet must be completed, no later than 11:00 A.M. (EDT) on May 8, 2026.

NOTICE-AND-ACCESS

This year, the Corporation has elected to use the “notice-and-access” rules (“Notice-and-Access”), as permitted by Canadian securities laws, to distribute the Meeting Materials (as defined below). Notice-and-Access is a set of rules that allows issuers to post electronic versions of the Meeting Materials on SEDAR+ and on one additional website rather than mailing paper copies. Notice-and-Access is more environmentally friendly, as it helps reduce paper use, and also reduces printing and mailing costs. Shareholders may obtain further information about this notice or Notice-and-Access by contacting the Corporation’s transfer agent, Computershare Investors Services Inc. (“Computershare”), at 1-800-564-6253 (Canada and the United States) or 1-514-982-7555 (other countries).

This notice of meeting, the Circular, the form of proxy, the voting instruction form, the consolidated financial statements for the fiscal year ended November 30, 2025 and the independent external auditors’ report thereon, the related management discussion and analysis and the modern slavery report (collectively, the “Meeting Materials”) are available on the Corporation’s website (www.goodfellowinc.com), on SEDAR+ (www.sedarplus.ca) and on Computershare’s dedicated website (www.envisionreports.com/Goodfellow2026). All shareholders are reminded to review the Meeting Materials before voting.

Prior to the Meeting, shareholders may request paper copies of the Meeting Materials by mail at no cost by contacting the Corporation’s transfer agent, Computershare, as per the contact information below. Requests for paper copies may be made using your Control Number as it appears on your enclosed Proxy or Voting Instruction Form. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than 11:00 a.m. (EDT) on May 1, 2026. The Meeting Materials will be sent to you within three (3) business days of receipt of your request.

REGISTERED SHAREHOLDERS	NON-REGISTERED (BENEFICIAL) SHAREHOLDERS
Before the meeting call:
1-866-962-0498 (Canada and the United States)
1-514-982-8716 (other countries)	Before the meeting call:
1-877-907-7643 (Canada and the United States)
1-303-562-9305 (other countries - English)
1-303-562-9306 (other countries - French)
You will need to enter your 15-digit control number as indicated on your form of proxy.	You can also request a copy of the Meeting Materials at www.proxyvote.com using the 16-digit control number on your voting instruction form.

If you do request printed Materials, please note that you will not receive another form of proxy. As such, please retain your current form of proxy to vote your shares.

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After the Meeting, shareholders may obtain paper copies, free of charge, by contacting Olivia Goodfellow by phone at 1-450-635-6511, by email at ogoodfellow@goodfellowinc.com or by mail at 225 Goodfellow Street, Delson, Quebec, J5B 1V5.

DATED at Delson, Quebec
March 31, 2026

By order of the Board of Directors,

Robert Hall
Chair of the Board