KNIGHT THERAPEUTICS INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

April 3, 2026

Glossary of Abbreviations 2
Notice of the Annual General Meeting of Shareholders 3
Section 1 — The Corporation 4
Section 2 — Management Information Circular 4
Section 3 — Proxy Solicitation and Voting 4
Voting of Proxies 4
Non-Registered Shareholders 4
Voting in Person via Webcast 5
Section 4 — Common Shares and Principal Holders Thereof 7
Section 5 — Matters to be Considered at the Meeting 7
Section 6 — Director Nominees 10
Section 7 — Compensation Structure 18
Section 8 — Directors' Compensation Objectives 19
Section 9 — Compensation of Directors 19
Equity Compensation: DSUs 20
Director Compensation Table 20
Director Common Share Ownership Guidelines 22
Section 10 — Compensation Discussion & Analysis for Named Executive Officers 23
Compensation Practices & Policies 24
Competitive Benchmarking 26
CEO Compensation 31
CFO and CBO Compensation 32
Executive Chairman Compensation 33
Termination and Change of Control Benefits 34
Summary Compensation Table for Named Executive Officers 36
Incentive Plan Awards 38
Performance Graph 41
Section 11 — Securities Authorized for Issuance under Equity Compensation Plans 42
Section 12 — Corporate Governance 51
Section 13 — Ceased Trade Orders, Bankruptcies, Penalties, and Sanctions 60
Section 14 — Other Information 61
French Version of Information Circular 63
Schedule A — Mandate of the Board of Directors 64

GLOSSARY OF ABBREVIATIONS

Abbreviation	Definition
$ or CAD	Canadian dollar
Annual Financial Statements	Audited annual consolidated financial statements
CAGR	Compound annual growth rate
CAN	Canada
CBCA	Canada Business Corporations Act
CCGNC	Compensation, Corporate Governance and Nominating Committee
CBO	Chief Business Officer
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Common Share	Common share of the Corporation
CSA	Canadian Securities Administrators
DSU	Deferred share unit
ESG	Environmental, Social and Governance
ESPP	Employee and Director Share Purchase Plan
FY	Fiscal Year
GAAP	Generally Accepted Accounting Principles
Knight or the Corporation	Knight Therapeutics Inc.
LATAM	Latin America
LTI	Long-term incentives (SO, RSU and PSU)
LTIP	Long-term incentive programs
MD&A	Management Discussion and Analysis
NEO	Named Executive Officer
PSU	Performance share unit
RRSP	Registered Retirement Savings Plan
RSU	Restricted share unit
TSX	Toronto Stock Exchange
U.S.	United States of America
US$ or USD	U.S. dollar

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders of Knight Therapeutics Inc. (the "Corporation" or "Knight") will be held:

Where:

Virtual-only meeting via live audio webcast at https://meetnow.global/MMT6CWA

When:

Wednesday, May 6, 2026, at 9:00 a.m. (Eastern time)

The following items of business will be covered, as more fully described in the accompanying management information circular (the "Information Circular"):

Receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2025, together with the auditors' report thereon;
Elect the directors of the Corporation for the ensuing year;
Re-appoint Ernst & Young LLP as auditors of the Corporation and authorize the Board of Directors of the Corporation to fix the auditors' remuneration; and
Transact such other business as may properly come before the Meeting or any adjournment thereof.

Virtual-Only Format

The Corporation has elected to hold the Meeting in a virtual-only format via live audio webcast. The Corporation believes that this format encourages broader participation from shareholders, regardless of their geographic location, and provides all shareholders with an equal opportunity to engage in the Meeting. We remain committed to encouraging and promoting shareholder participation and facilitating the ability of all shareholders to exercise their rights to vote, attend and participate in the Meeting. We believe that the use of technology-enhanced shareholder communications makes the Meeting accessible and engaging for all participants. The selected platform allows shareholders to attend the Meeting via a single sign-on process, follow proceedings in their preferred language, and ask questions. Shareholders may also submit questions in writing prior to the Meeting by emailing [email protected]. The Corporation will continue to provide additional opportunities to engage with its shareholders throughout the year, as will be described in the Information Circular.

Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://meetnow.global/MMT6CWA. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests; however, guests will not be able to vote or submit questions during the Meeting.

Whether or not you are able to attend the Meeting virtually, shareholders are encouraged to vote as soon as possible, either electronically, by telephone, by email or in writing, by following the instructions set out in the form of proxy or voting instruction form, as applicable, which accompanies this Notice of Meeting. Proxies must be received by the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare"), at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, Attention: Investor Services, Fax: 1-866-249-7775, not later than 9:00 a.m.(Eastern time) on May 4, 2026 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed). The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

A French version of the Information Circular is or will be made available under the Corporation's profile on SEDAR+ at www.sedarplus.ca prior to the Meeting. Une version française de la circulaire d'information de la direction sera disponible sous le profil de la société sur SEDAR+ à l'adresse www.sedarplus.ca avant l'assemblée.

Since 2024, the Corporation has been required to file an annual report under the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada), outlining the steps it has taken to prevent and mitigate the risk of forced labour or child labour within its business and supply chains. The report for the fiscal year ended December 31, 2025 is available on the Corporation's website at www.knighttx.com and under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

Montréal, Québec, April 3, 2026

(s) Samira Sakhia

Samira Sakhia, M.B.A

President and Chief Executive Officer

By order of the Board of Directors,

(s) Jonathan Ross Goodman

Jonathan Ross Goodman, B.A., LL.B., M.B.A.

Executive Chairman of the Board of Directors

THE CORPORATION

Knight is a pan-American (ex-U.S.) specialty pharmaceutical company focused on acquiring or in-licensing and commercializing pharmaceutical products in Canada and Latin America with over 150 products and over 20 partners. Knight's Latin American subsidiaries operate under United Medical, Biotoscana Farma and Laboratorio LKM. Knight is headquartered in Montréal, Québec, Canada and has over 800 employees.

The Corporation is governed by the CBCA. It is a reporting issuer in each of the provinces and territories of Canada and its Common Shares are listed on the TSX under the symbol "GUD". The principal and head office of the Corporation is located at 100 Alexis-Nihon Blvd., Suite 600, Montréal, Québec H4M 2P2.

MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular (this "Information Circular") is furnished in connection with the solicitation of proxies by or on behalf of the management of Knight Therapeutics Inc. (the "Corporation" or "Knight") for use at the Annual Meeting of Shareholders of the Corporation (the "Meeting") or any adjournment thereof to be held at the time and place and for the purposes set forth in the foregoing Notice of Meeting.

The solicitation of proxies will be conducted primarily by mail, but may also be undertaken by telephone, email or other oral communication by the directors, officers and employees of the Corporation and its subsidiaries, at no additional compensation. All costs associated with the solicitation of proxies by the Corporation will be borne by the Corporation. The persons named in the accompanying form of proxy are directors or officers of the Corporation.

However, each holder of Common Shares has the right to appoint a person (who need not be a shareholder of the Corporation) other than Jonathan Ross Goodman or Samira Sakhia, to represent such holder at the Meeting in the manner and to the extent permitted pursuant to the terms of the enclosed form of proxy. This right may be exercised by inserting the name of the chosen representative in the blank space provided in the form of proxy.

Pursuant to section 148(4) of the CBCA, a shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by their attorney authorized in writing and depositing it either (i) at the following address: 1501 McGill College Avenue, 27th Floor, Montréal, Québec H3A 3N9 to the attention of Knight Therapeutics Inc., care of Davies Ward Phillips & Vineberg LLP, no later than the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the chairman of such Meeting on the day of the Meeting, or any adjournment thereof. A shareholder may also revoke a proxy by submitting another form of proxy duly signed and bearing a later date, by depositing it in the manner described or in any other manner permitted by law.

PROXY SOLICITATION AND VOTING

VOTING OF PROXIES

All properly executed forms of proxy, not previously revoked, will be voted at the Meeting in accordance with the instructions contained therein on any ballot that may be called for. Forms of proxy that do not contain instructions with respect to the matters specified therein will be voted in favour of such matters. In the event, which is not currently anticipated, that any other matter is brought before the Meeting and submitted to a vote, the form of proxy may be voted in accordance at the discretion of the persons named therein. The form of proxy also confers discretionary authority with respect to any amendments to, or variations of, matters that may properly come before the Meeting.

NON-REGISTERED SHAREHOLDERS

The names of the shareholders whose Common Shares are held in the name of a broker or another intermediary will not appear on the list of shareholders of the Corporation. If a shareholder is not a registered shareholder of the Corporation, in order to vote the shareholder must obtain the materials relating to the Meeting from his, her or its broker or other intermediary, complete the voting instruction form provided by such broker or other intermediary and follow the directions of such broker or other intermediary with respect to voting procedures.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer adopted by the CSA, the Corporation is distributing copies of the materials relating to the Meeting

to clearing agencies and intermediaries for distribution to non-registered holders of Common Shares. Intermediaries must forward the materials relating to the Meeting to non-registered holders and often use a service company (such as Broadridge Financial Solutions, Inc.) to permit a shareholder, who is not a registered shareholder to direct the voting of the Common Shares that such shareholder beneficially owns. If a shareholder is a non-registered shareholder of the Corporation, he, she or it may revoke voting instructions that have been given to an intermediary at any time by written notice to the intermediary. If a shareholder is a non-registered shareholder of the Corporation, such shareholder should submit voting instructions to his, her or its intermediary or broker in sufficient time to ensure that such shareholder's votes are received by the Corporation in the manner and to the extent permitted pursuant to the terms of the enclosed form of proxy.

VOTING IN PERSON VIA WEBCAST

Registered Shareholders

You are a registered shareholder if you have a share certificate or DRS Advice for Common Shares and they are registered in your name or if you hold Common Shares through direct registration.

Registered shareholders have the ability to participate, ask questions, and vote at the Meeting using the virtual meeting platform. Eligible registered shareholders may:

Log in at https://meetnow.global/MMT6CWA;
Click on "I have a Control Number/ No. de contrôle";
Enter the 15-digit Control Number found on the proxy; and
Click on the "Login" button.

During the Meeting, you must ensure that you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. Non-registered shareholders must follow the procedures outlined below to participate in the Meeting using the virtual meeting platform. Non-registered shareholders who fail to comply with the procedures outlined below may nonetheless view a live audio webcast of the Meeting by accessing the same URL as above and clicking on "I am a guest/ Invité".

Appointing another person to attend the Meeting virtually and vote your Common Shares on your behalf:

You may appoint a person other than the directors and officers designated by the Corporation on your proxy form to represent you and vote on your behalf at the Meeting. This person need not be a shareholder. To do so, strike out the names of our directors and officers that are printed on the proxy form and write the name of the person you are appointing in the space provided. Complete your voting instructions, sign, and date the proxy form, and return it to Computershare Investor Services Inc. ("Computershare"), the Corporation's registrar and transfer agent, in accordance with the instructions provided. Please ensure that the person you appoint is aware that he or she has been appointed to attend the Meeting on your behalf.

Additionally, in order for your proxyholder to participate in the Meeting, you must complete the online form available at http://www.computershare.com/KnightTherapeutics by 9:00 a.m. (Eastern time) on May 4, 2026 to allow your proxyholder to obtain a 4-character code for the Meeting. This code will allow your proxyholder to log in to the live webcast and vote at the Meeting using the virtual meeting platform. Without this code, your proxyholder will not be able to vote at the Meeting. Computershare will provide your duly appointed proxyholder with the 4-character code on the day prior to the Meeting, provided that your proxy has been received by Computershare prior to the voting deadline noted above. Please note that you cannot appoint a person other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone.

Non-Registered Shareholders

You are a non-registered shareholder if your Common Shares are held in the name of an intermediary (such as a bank, trust company or securities broker) or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.).

We do not have access to the names or holdings of our non-registered shareholders. Accordingly, you may only vote your Common Shares virtually at the Meeting if you have (a) previously appointed yourself as the proxyholder for your Common Shares by inserting your name in the space provided on your voting instruction form and submitting it as directed on the form, and (b) by no later than 9:00 a.m. (Eastern time) on May 4, 2026, completed the online form available at http://www.computershare.com/KnightTherapeutics in order to obtain a 4-character code for the Meeting. This code will allow you to log in to the live webcast and vote at the Meeting. Without this

code, you will not be able to ask questions or vote at the Meeting. Computershare will provide the 4-character code on the day prior to the Meeting.

You may also appoint another person as the proxyholder for your Common Shares by inserting his or her name in the space provided on your voting instruction form and submitting it as directed on the form. If your proxyholder intends to participate in the Meeting, you must complete the online form available at http://www.computershare.com/KnightTherapeutics no later than 9:00 a.m. (Eastern time) on May 4, 2026 in order to allow your proxyholder to obtain a 4-character code for the Meeting. Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to Computershare before 9:00 a.m. (Eastern time). Computershare will provide the 4-character code on the day prior to the Meeting.

You will need the latest versions of Chrome, Safari, Edge and Firefox. Please log in early to ensure browser compatibility. PLEASE DO NOT USE INTERNET EXPLORER.

Caution: Internal network security protocols including firewalls and VPN connections may block access to the Virtual meeting platform for your AGM. If you are experiencing any difficulty connecting or watching the Meeting, ensure you VPN setting is disabled or use computer on a network not restricted to security settings of your organization.

COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING

Shareholder proposals intended to be presented at the Corporation's 2027 annual meeting of shareholders must be submitted for inclusion in the Corporation's proxy materials during the 60-day period beginning on December 7, 2026 and ending on February 5, 2027.

COMMON SHARES AND PRINCIPAL SHAREHOLDERS

Holders of Common Shares who are included in the list of shareholders registered at the close of business on March 18, 2026 (the "Record Date") shall have the right to vote at the Meeting or at any adjournment thereof. Each Common Share is entitled to one vote with respect to the matters pertaining to the Meeting.

The Corporation is authorized to issue an unlimited number of Common Shares. As at the Record Date, 98,055,952 Common Shares were issued and outstanding. If two or more persons holding Common Shares jointly are present, in person or by proxy, at the Meeting, they shall vote as one on the Common Shares jointly held by them.

As at the Record Date, to the knowledge of the Corporation's management, the individuals or entities who owned, or who exercised control or direction over, directly or indirectly, 10% or more of the Common Shares were:

Name	Ownership or Control or Direction
Jonathan Ross Goodman	22.2%^{(1)}
Medici Strategic Portfolio Management Inc.	15.9%
QV Investors Inc.	12.4%

(1) As at the Record Date, Mr. Goodman directly owned 990,413 Common Shares and indirectly owned 20,760,733 Common Shares through Long Zone Holdings Inc., a company controlled by Mr. Goodman, and 43,300 Common Shares owned by his spouse and children.

Information as to ownership of the Common Shares has been taken from the list of registered shareholders maintained by Computershare, from a review of publicly filed documents or has been provided by or on behalf of the relevant persons or companies.

MATTERS TO BE CONSIDERED AT THE MEETING

1. FINANCIAL STATEMENTS

The Annual Financial Statements accompanying this Information Circular will be placed before the shareholders at the Meeting. No formal action will be taken at the Meeting to approve the Annual Financial Statements. If any shareholder has questions regarding the Annual Financial Statements, such questions may be brought forward at the Meeting.

2. ELECTION OF DIRECTORS

The following are the nominees proposed by management of the Corporation for election as directors (the "Directors") of the Corporation. Directors hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed.

The persons named as proxies in the enclosed form of proxy intend to vote the Common Shares represented by such proxy in favour of the election to the Board of Directors (the "Board") of the following nominees, unless the shareholder granting such proxy has indicated that his, her or its Common Shares are to be voted against the election of the Directors:

Jonathan Ross Goodman
James C. Gale
Samira Sakhia
Robert N. Lande
Michael J. Tremblay
Nicolás Sujoy
Janice Murray

Majority Voting Policy

Effective August 31, 2022, the CBCA was amended to require majority voting for uncontested director elections. This amendment to the CBCA requires that any nominee for election as director who receives a greater number of votes "against" than votes "for" with respect to his or her election will not be elected as a director. However, if an incumbent director (such as all of the Director nominees) is not elected by a majority of votes "for" at the Meeting, he or she will still be permitted to remain as a director until the earlier of: (a) the 90th day after the day of the election; or (b) the day on which his or her successor is appointed or elected. This amendment applies only to uncontested elections, which are elections in which the number of nominees for director is equal to the number of positions available on the Board. As a result of the amendments to the CBCA implementing majority voting for uncontested meetings, the Corporation has amended its majority voting policy, which was initially implemented in 2015 (the "Majority Voting Policy") to reflect such amendments, including to remove the possibility for shareholders to withhold from voting on the election of each director on an individual basis. Pursuant to the Majority Voting Policy, an incumbent Director who has not received a majority of votes "for" at a meeting and who is permitted to remain as a Director of the Corporation in accordance with the CBCA will remain as a Director until such time as the Board determines, upon the recommendation of an advisory committee established for such purpose.

Management does not anticipate that any of the proposed nominees will be unable to serve as a Director. If such becomes the case for any reason whatsoever prior to the Meeting, the persons named as proxies in the enclosed form of proxy reserve the right to vote in favour of any other nominee that management may recommend.

Pursuant to the advance notice by-law of the Corporation adopted by the Board on December 5, 2018 and ratified by the shareholders of the Corporation on May 7, 2019 (the "Advance Notice By-Law"), any additional Director nominations for the Meeting must have been received by the Corporation in compliance with the Advance Notice By-Law no later than the close of business on April 6, 2026. As of the date of this Information Circular, the Corporation has not received notice of any Director nominations in connection with the Meeting.

At the annual meeting of the Corporation's shareholders held on May 7, 2025 (the "2025 Annual Meeting"), the individuals set out below, all of whom plan to stand for re-election as Directors, received the following votes:

Director Election Results: 2025 Annual Meeting
Director	Jonathan Ross Goodman	James C. Gale	Samira Sakhia	Robert N. Lande	Michael J. Tremblay	Nicolás Sujoy	Janice Murray
For:	59,911,976	61,421,942	61,868,351	61,742,628	59,558,152	61,749,390	61,750,229
Against:	2,041,772	531,806	85,397	211,120	2,395,596	204,358	203,519
Total:	61,953,748	61,953,748	61,953,748	61,953,748	61,953,748	61,953,748	61,953,748
% For:	96.70%	99.14%	99.86%	99.66%	96.13%	99.67%	99.67%

3. APPOINTMENT OF AUDITORS

Unless such authority is withheld, the proxies hereby solicited will be voted to re-appoint Ernst & Young LLP as auditors of the Corporation, to hold office until the next Annual Meeting of Shareholders and to authorize the Board to determine their remuneration. Ernst & Young LLP was first appointed in 2014.

Auditor Election Results: 2025 Annual Meeting
For:	62,087,609
Withheld:	248,512
Total:	62,336,121
% For:	99.60%

DIRECTOR NOMINEES

Jonathan Ross Goodman

Age: 58

Québec, Canada

Director since 2013

Executive Chairman

Not independent

Mr. Goodman founded Knight in February 2014 and was Knight's CEO until August 31, 2021. Mr. Goodman was co-founder of Paladin Labs Inc. ("Paladin") and was President and Chief Executive Officer until its acquisition by Endo Health Solutions Inc. in 2014 for $3.2 billion. Under Mr. Goodman's leadership, Paladin grew to be a leading Canadian specialty pharmaceutical company with sales of over $150 million in Canada. Prior to co-founding Paladin in 1995, Mr. Goodman was a consultant with Bain & Company and also worked in brand management for Procter & Gamble. Mr. Goodman holds a B.A. with Great Distinction from McGill University and the London School of Economics with 1st Class Honours. Additionally, Mr. Goodman holds an LL.B. and an M.B.A. from McGill University.

Annual Meeting Voting Results
Year	Votes in Favour	Votes Against
2025	96.70%	3.30%
2024	97.12%	2.88%
2025 Board/Committee Membership		Meeting Attendance
Board of Directors		6 of 6 (100%)

Other Public Company Directorships in Past Five years

POINT Biopharma Global Inc.

2021-2024

Top Business Competencies

Corporate Governance
Risk Management & Oversight
Pharmaceutical Business
Business Development and Innovation

Compensation Received as Director(1)		Securities Held
Year	Value ($)	Year(2)	Shares or Share Equivalent (#)(3)	Value ($)
2025	—	2026	21,838,572	148,939,061
2024	—	2025	21,786,461	134,422,464

(1) While Mr. Goodman is not technically a named executive officer, his compensation has been determined in accordance with the principles applicable to the other NEOs of Knight.
(2) Securities held as at March 23, 2026 (2025: April 1, 2025).
(3) Includes the number of Common Shares held. Also includes indirect ownership of 20,760,733 Common Shares (April 1, 2025: 20,760,733) through Long Zone Holdings Inc., a company controlled by Jonathan Ross Goodman, as well as 43,300 Common Shares (April 1, 2025: 43,300) held by his spouse and children.

James C. Gale

Age: 76

New York, USA

Director since 2014

Lead Director

Independent

Mr. Gale is the founding partner of Signet Healthcare Partners. He is currently the Chairman of the Board of Bionpharma, Inc., and also serves on the board of directors of Ascendia Pharmaceuticals, Lee's Pharmaceutical Holdings Ltd, Juno Pharmaceuticals Inc., Pharma Nobis LLC, NorthX Biologics AB, RK Pharma Inc. and Chr. Olesen Synthesis A/S. Prior to Signet, Mr. Gale worked for Gruntal & Co., LLC as head of principal investment activities and investment banking. Prior to joining Gruntal, he worked in Home Insurance Co., Gruntal's parent. Earlier in his career, Mr. Gale was a senior investment banker at E.F. Hutton & Co. Mr. Gale holds an M.B.A. from the University of Chicago. Mr. Gale was a member of the board of directors of Paladin Labs Inc. from 2008 to 2014.

Annual Meeting Voting Results
Year	Votes in Favour	Votes Against
2025	99.14%	0.86%
2024	99.32%	0.68%
2025 Board/Committee Membership		Meeting Attendance
Board of Directors		6 of 6 (100%)
Audit Committee		4 of 4 (100%)

Other Public Company Directorships in Past Five years

Lee's Pharmaceutical Holdings Ltd. 2022-Present

Hyloris Pharmaceutical SA 2021-2024

Top Business Competencies

Pharmaceutical business
Business Development and Innovation
Executive Experience / Strategic Leadership
Corporate Finance

Compensation Received as Director
Year	Value ($)
2025	164,121
2024	156,605
Securities Held
---	---
Year(1)	Shares or Share Equivalent (#)(2)
2026	101,600
2025	91,482

(1) Securities held as at March 23, 2026 (2025: April 1, 2025).
(2) Includes the number of Common Shares and DSUs beneficially owned.

Samira Sakhia

Age: 57

Québec, Canada

Director since 2016

President and Chief Executive Officer

Not independent

Ms. Sakhia joined Knight as President in August 2016, was named President & Chief Operating Officer in June 2020 and assumed the role of President & Chief Executive Officer on September 1, 2021. Ms. Sakhia has led Knight to become the leading pan-American ex US specialty pharmaceutical company, with a portfolio of over 150 products that drive over $450 million in revenues and growing across 11 countries. Additionally, Ms. Sakhia served as CFO from October 2017 to March 2020. Prior to Knight, Ms. Sakhia served as the CFO at Paladin from 2001 to 2015. At Paladin, Ms. Sakhia was responsible for the finance, operations, human resources and investor relations functions. During her employment with Paladin, Ms. Sakhia was instrumental in executing in-licensing and acquisition transactions of Canadian and international pharmaceutical products and businesses. Ms. Sakhia led several M&A and strategic lending transactions as well as equity rounds on the TSX and completed the sale of Paladin to Endo International for $3.2 billion. Ms. Sakhia serves on the board of directors of Dollarama Inc., is a member at large of the Board of Governors of McGill University and an independent Board member at the McGill University Health Center. Ms. Sakhia holds an MBA, a Bachelor of Commerce and a Graduate Diploma in Accountancy from McGill University.

Annual Meeting Voting Results
Year	Votes in Favour	Votes Against
2025	99.86%	0.14%
2024	99.78%	0.22%
2025 Board/Committee Membership		Meeting Attendance
Board of Directors		6 of 6 (100%)

Other Public Company Directorships in Past Five years

Dollarama Inc.

2021-Present

Top Business Competencies

Corporate Governance
Pharmaceutical Business
Corporate Finance
Executive Experience / Strategic Leadership

Compensation Received as Director^{(1)}		Securities Held
Year	Value ($)	Year^{(2)}	Shares or Share Equivalent (#)^{(3)}	Value ($)
2025	—	2026	446,199	3,043,077
2024	—	2025	337,089	2,079,839

(1) Ms. Sakhia does not receive any compensation from the Corporation for her services as Director. For further details on her compensation as President and Chief Executive Officer, see "Compensation Discussion and Analysis for Named Executive Officers".
(2) Securities held as at March 23, 2026 (2025: April 1, 2025).
(3) Includes the number of Common Shares held.

Robert N. Lande

Age: 63

New York, USA

Director since 2014

Independent

Mr. Lande is the President of Stratos Global International LLC, a global fintech offering trading in equities, foreign exchange and derivatives. Formerly, he was Chief Financial Officer of Stratos and prior to that was a managing partner and Chief Operating Officer of Riveredge Capital Partners LLC, an investment management firm. Prior to Riveredge, Mr. Lande worked for over 16 years within the BCE/Bell Canada group where his last position was Chief Financial Officer of Telecom Americas Ltd., a joint venture between Bell Canada International, AT&T (then SBC Communications) and America Movil. Mr. Lande was a member of the board of directors of Paladin from 1995 to 2014. Mr. Lande is a chartered financial analyst and holds an M.B.A. from the John Molson School of Business of Concordia University and a B.A. in Economics from McGill University.

Annual Meeting Voting Results
Year	Votes in Favour	Votes Against
2025	99.66%	0.34%
2024	99.53%	0.47%
2025 Board/Committee Membership		Meeting Attendance
Board of Directors		6 of 6 (100%)
CCGNC		5 of 5 (100%)
Audit Committee		4 of 4 (100%)

Other Public Company Directorships in Past Five years

N/A

Top Business Competencies

Business Development and Innovation
Corporate Finance
IT & Cyber security
ESG

Compensation Received as Director
Year	Value ($)
2025	140,742
2024	130,707
Securities Held
---	---
Year(1)	Shares or Share Equivalent (#)(2)
2026	282,374
2025	273,943

(1) Securities held as at March 23, 2026 (2025: April 1, 2025).
(2) Includes the number of Common Shares and DSUs beneficially owned.

Michael J. Tremblay

Age: 73

Ontario, Canada

Director since 2019

Independent

Mr. Tremblay has over 40 years of experience in the pharmaceutical industry. In 2018, he retired from Astellas Pharma Canada, Inc. where he served as President of Canadian operations. He joined the company in June 2000 and held various positions within the organization's commercial area before being appointed as President in 2010. Prior to joining Astellas, Mr. Tremblay held positions at Janssen Canada Inc., Searle Canada Inc., Baxter-Travenol Canada and Smith, Kline and French Canada. Mr. Tremblay has sat on a number of Boards, including Community & Home Assistance to Seniors and Innovative Medicines Canada, the organization representing the leading research-based pharmaceutical companies in Canada. Mr. Tremblay began serving on the Board of IMC in 2011, was elected Chair of the Board in 2015 and held that position until November 2017. Mr. Tremblay holds a B.Sc. in Biology and Chemistry from the University of Windsor.

Annual Meeting Voting Results
Year	Votes in Favour	Votes Against
2025	96.13%	3.87%
2024	98.39%	1.61%
2025 Board/Committee Membership		Meeting Attendance
Board of Directors		6 of 6 (100%)
CCGNC		5 of 5 (100%)

Other Public Company Directorships in Past Five years

N/A

Top Business Competencies

Executive Experience / Strategic Leadership
Supply Chain and Distribution
Pharmaceutical business
HR & Executive Compensation

Compensation Received as Director		Securities Held
Year	Value ($)	Year(1)	Shares or Share Equivalent (#)(2)	Value ($)
2025	128,242	2026	95,131	648,793
2024	118,224	2025	73,775	455,192

(1) Securities held as at March 23, 2026 (2025: April 1, 2025).
(2) Includes the number of Common Shares and DSUs beneficially owned.

Nicolás Sujoy

Age: 50

Buenos Aires, Argentina

Director since 2020

Independent

Mr. Sujoy has more than 25 years of private equity experience in Latin America. He is a founding partner of the private equity firm Clara Capital and is currently the Executive Chairman of Grupo Prisma, a leading Argentinian payment processing company. Formerly, Mr. Sujoy worked for Advent International where he was a director and country manager, participating in transactions in the pharma, banking and business services sectors, and serving on the board of directors of several companies. With Advent, where he worked for 7 years, Mr. Sujoy led or co-led investments in Nuevo Banco Comercial and Pronto in Uruguay, and in Laboratorios LKM and Fada Pharma in Argentina, among others. He also participated in the acquisition of Biotoscana Farma in Colombia, and the establishment of Grupo Biotoscana, a pan-American specialty pharmaceutical company. Prior to joining Advent, he was an investment manager at HSBC Private Equity Latin America, where he participated in transactions in telecommunications and energy sectors, among others. Mr. Sujoy holds a degree in economics from the Torcuato di Tella University in Argentina.

Annual Meeting Voting Results
Year	Votes in Favour	Votes Against
2025	99.67%	0.33%
2024	99.69%	0.31%
2025 Board/Committee Membership		Meeting Attendance
Board of Directors		6 of 6 (100%)
CCGNC		5 of 5 (100%)
Audit Committee		3 of 4 (75%)

Other Public Company Directorships in Past Five years

N/A

Top Business Competencies

Emerging Markets
Risk Management & Oversight
Corporate Finance
HR & Executive Compensation

Compensation Received as Director
Year	Value ($)
2025	149,742
2024	139,412
Securities Held
---	---
Year(1)	Shares or Share Equivalent (8)(2)
2026	50,996
2025	42,565

(1) Securities held as at March 23, 2026 (2025: April 1, 2025).
(2) Includes the number of Common Shares and DSUs beneficially owned.

Janice Murray

Age: 60

Québec, Canada

Director since 2020

Independent

Ms. Murray has a wealth of pharmaceutical experience as well as leadership in general management, strategy, finance and sales & marketing. She served as Chief Financial Officer of Novartis Pharmaceuticals Canada Inc., for several years before becoming Vice-President of the Ophthalmics Business Franchise. Ms. Murray then became Chief Financial Officer of the Latin America & Canada Region where she was responsible for 10 reporting units and $2 billion in sales. Before her retirement in 2019, she became President of Novartis Canada where she led multiple therapeutic areas, launched several innovative medicines and served on the Innovative Medicines Canada Industry Board. Prior to Novartis Canada, Ms. Murray held several roles at Canadian National Railways, including Vice-President Network Strategy Development, Vice-President of Sales and Market Development and Chief of Internal Audit where she led several strategic projects during key acquisitions and privatization. She completed her CPA, CA designation while working at KPMG LLP where she became an Audit Manager. Ms. Murray holds a Bachelor of Commerce from University of Ottawa and a Graduate Diploma in Accounting from McGill University. Ms. Murray serves on the boards of the VOBOC Foundation, and the Teresa Dellar Palliative Care Residence Foundation. Ms. Murray holds a CPA designation from the CPA Ontario, as well as ICD.D designation from the Institute of Corporate Directors' program at the University of Toronto - Rotman School of Management.

Annual Meeting Voting Results
Year	Votes in Favour	Votes Against
2025	99.67%	0.33%
2024	99.69%	0.31%
2025 Board/Committee Membership		Meeting Attendance
Board of Directors		6 of 6 (100%)
CCGNC		4 of 5 (80%)
Audit Committee		4 of 4 (100%)

Other Public Company Directorships in Past Five years

N/A

Top Business Competencies

Pharmaceutical Business
Risk Management & Oversight
Supply Chain and Distribution
Emerging Markets

Compensation Received as Director
Year	Value ($)
2025	135,742
2024	128,195
Securities Held
---	---
Year(1)	Shares or Share Equivalent (#)(2)
2026	48,166
2025	39,735

(1) Securities held as at March 23, 2026 (2025: April 1, 2025).
(2) Includes the number of Common Shares and DSUs beneficially owned.

BOARD ASSESSMENT PROCESS

The Corporation conducts an annual Board assessment process led by the Chairman of the CCGNC to evaluate and improve the performance of the CCGNC, the Audit Committee and the Board. The self-assessment questionnaire is completed by each Director. The results of the self-assessment process are reviewed by the Chairman of the CCGNC who reports the findings and recommendations to the Board. The self-assessment of the Chairman of the CCGNC is reviewed by the Chairman of the Board.

SKILLS AND COMPETENCIES

The Corporation's Directors bring a diverse range of experience, skills, and expertise to the Board. A summary of the top skills and experience of each Director is shown in the matrix below.

Skills and experiences Description	Jonathan Gourmet	James Gale	Sandra Sakhir	Robert Lange	Michael Tremblay	Nicole Sacco	Janice Murray
BOARD AND GOVERNANCE EXPERIENCE
Corporate Governance	Current or former experience with corporate governance practices, including legal, compliance and regulatory environment applicable to public companies.	X	X	X	X	X	X
Risk Management & Oversight	Experience with assessment of risks and risk management systems. Knowledge of financial and non-financial risks as well as experience managing these risks through identification, measurement and control.	X	X	X	X	X	X
INDUSTRY EXPERIENCE
Pharmaceutical Business	Current or former relevant leadership experience in the pharmaceutical industry.	X	X	X		X	X
Supply Chain & Product Development	Relevant technical expertise and experience in sourcing, supply chain and logistics. Expertise in product development, manufacturing, distribution and marketing.		X	X		X
Emerging Markets	Experience in the Latin American pharmaceutical market as well as social and macroeconomic conditions prevailing in Latin America.	X	X	X	X	X	X
MANAGING AND LEADING GROWTH
Executive Experience / Strategic Leadership	Current or former executive of publicly-listed company or large private multinational. Executive or management experience developing, evaluating and implementing a strategic plan.	X	X	X	X	X	X
Business Development & Innovation	Current of former executive or management experience relating to business development, mergers and acquisitions, opportunity generation, and value creation.	X	X	X	X	X	X
FINANCIAL AND OPERATIONAL EXPERTISE
Audit/Finance	Relevant understanding of financial principles, experience in financial resources management, presentation of financial information and internal controls.	X	X	X	X		X
Corporate Finance	Current or former executive position or experience in corporate finance with knowledge of debt and equity markets.	X	X	X	X		X
IT & Cyber Security	Knowledge of information technology, including data management, digital marketing, social media, information security, cyber risk oversight.				X
HR & Executive Compensation	Current or former experience and knowledge in executive compensation and benefits, including incentive programs, talent management and retention, leadership development, and succession planning.		X		X	X	X
ESG	Relevant experience and knowledge related to sustainability practices, social responsibility, diversity, equity and inclusion, health and safety, wellness education and training of employees.	X			X	X

X Advanced level of experience or expertise
X General level of experience or expertise

COMPENSATION STRUCTURE

In 2024, Knight engaged the independent consultant Southlea Group Limited Partnership to review and provide recommendations on the Corporation's long-term incentive plan. The scope of the engagement included an analysis of Knight's long-term incentive package for the NEOs, management team as well as certain key leadership functions compared to market and industry benchmarks. The engagement also included a review of, and recommendations on, the allocation of the value of long-term incentive compensation among stock options, PSUs and RSUs as well as the performance measures used for the vesting of PSUs. The table below reflects consulting fees incurred in 2024 and shows no consulting fees in 2025:

	2025 ($)	2024 ($)
Executive Compensation Related Fees	—	54,927
All Other Fees	—	—
Total Fees	—	54,927

Annual Cash Incentives (Bonus)

An annual cash incentive plan designed to motivate employees to achieve financial and strategic goals over the short term. For all employees, excluding the CEO, individual performance is a component of their bonus.
The CCGNC sets the annual corporate objectives as part of the annual budgeting and business planning process (the "Scorecard").
At the end of each fiscal year, the result of each objective is independently evaluated.
The Scorecard achieved drives the bonus multiplier (0% to 200% of the target payout) and therefore the final bonus payout.

Long-Term Incentives (Equity Compensation)

Omnibus Equity Incentive Plan ("Omnibus Equity Plan"):
Allows the grant of stock options, restricted share units ("RSUs") and performance share units ("PSUs") settled in Common Shares or, at the election of Knight, their cash equivalent.
Allows the grant of deferred share units ("DSUs") to non-employee members of the Board of Knight and its designated affiliates.
The objectives of the Omnibus Equity Plan are to:
Implement performance-based vesting conditions;
Remove the link between stock option awards and short-term performance; and
Enable Knight to provide equity-based compensation to international employees.

The guiding principles of Knight's compensation structure support the following goals:

Attract, engage and retain the right talent for Knight's business;
Pay for performance;
Align compensation with shareholder interests, value creation and business objectives; and
Ensure ease of administration.

DIRECTORS' COMPENSATION OBJECTIVES

The Board is responsible for overseeing the management team to ensure decisions are made in the best interests of the Corporation and its shareholders. The responsibility for Directors' compensation is part of the mandate of the CCGNC. On an annual basis, Knight's management recommends the compensation of the Directors to the CCGNC in accordance with director compensation guidelines and principles established by the CCGNC. The CCGNC then obtains final approval from the Board. Under these guidelines and principles, management and the CCGNC assess the competitive positioning relative to the comparator group and seek to maintain Director compensation at a level that is competitive with the median directors' compensation at comparator companies. The companies in the comparator group are consistent with those used to assess executive compensation.

COMPENSATION OF DIRECTORS

The Directors are compensated using a fixed-fee model with cash and equity awards. Prior to the adoption of Knight's Omnibus Equity Plan in May 2021, the equity compensation was awarded in stock options. Since the adoption of the Omnibus Equity Plan, equity compensation has been awarded in DSUs.

During the 2025 fiscal year, non-independent Directors did not receive any form of compensation for being members of the Board. The compensation structure of independent Directors over the past two fiscal years was as follows:

Compensation Component			2025 ($) (2)	2024 ($)
Payable in cash (1)	Annual Retainer for member	Independent Director	60,000	60,000
		Audit Committee	15,000	12,500
		CCGNC Committee	12,500	10,000
	Annual retainer for Lead Director	Lead Director (Board)	90,000	90,000
		Audit Committee	20,000	17,500
		CCGNC Committee	20,000	15,000

DSUs	Annual Retainer for member	Independent Director	50,000	45,000
	Annual retainer for Lead Director	Lead Director (Board)	60,000	55,000

(1) Directors can make an annual election to convert all cash compensation to DSUs of Knight.
(2) Annual retainer effective May 2025.

In addition to the cash compensation described above, independent Directors may participate in the Corporation's ESPP, with a maximum annual participation amount of $10,000, granted in accordance with the ESPP described below under the section "Employee and Director Share Purchase Plan". Certain independent Directors also receive additional annual compensation, ranging from US$5,000 to US$10,000 per entity, for serving on the board of directors of certain international operating subsidiaries of the Corporation. The Directors are also reimbursed for travel expenses in relation to Board meetings. Knight does not have a retirement plan for Directors, and there are no other arrangements under which Directors are compensated in their capacity as Directors by the Corporation.

EQUITY COMPENSATION: DSUs

DSU Grants

Under the Omnibus Equity Plan, independent Directors, subject to Board approval, receive a portion of the annual retainer as member and/or as lead Director in the form of DSUs. Each Board member is granted an annual number of DSUs calculated by dividing the portion of the annual fees payable in equity (DSUs) by the fair market value of a Common Share on the date of the grant. The fair market value is determined as the volume-weighted average trading price of a Common Share on the TSX for the five preceding days on which the Common Shares were traded. The DSUs vest when a Director ceases to be a member of the Board and are expected to be settled by the issuance of Common Shares. Directors can also make an annual election to convert all Board cash compensation into DSUs of Knight, subject to Board approval.

DSUs provide a notional ongoing equity stake in the Corporation, aligning the interests of the Directors with those of the shareholders of the Corporation. A total of 56,598 DSUs were granted to the independent Directors in 2025. As at December 31, 2025, the number of outstanding DSUs was 256,718 (2024: 200,120 DSUs).

DIRECTOR COMPENSATION TABLE

The total compensation paid to independent Directors of the Corporation for the year ended December 31, 2025, is set out in the table below. Compensation paid to Jonathan Ross Goodman during the same period is described in the section titled "Compensation Discussion and Analysis for Named Executive Officers". While Mr. Goodman is not technically a named executive officer, his compensation has been determined in accordance with the principles applicable to the other named executive officers of Knight and is therefore more appropriately detailed in that section. Ms. Sakhia does not receive any compensation from the Corporation for her services as Director. For further details on her compensation as President and Chief Executive Officer, please refer to the section titled "Compensation and Analysis for Named Executive Officers".

Name	Fees Earned (₹)	Share-based Awards (₹)^{(1)}	Option-based Awards (₹)	Non-equity Incentive Plan Compensation (₹)	Pension Value (₹)	All Other Compensation (₹)	Total Compensation (₹)
James C. Gale	104,121	60,000	—	—	—	—	164,121
Robert N. Lande	90,742	50,000	—	—	—	—	140,742
Michael J. Tremblay^{(2)}	—	128,242	—	—	—	—	128,242
Nicolás Sujoy^{(3)}	99,742	50,000	—	—	—	—	149,742
Janice Murray	85,742	50,000	—	—	—	—	135,742

(1) Share-based awards to Directors of the Corporation are made in the form of DSUs as discussed in more detail above under "Equity Compensation: DSUs", and the Corporate Contribution Amount received by Directors under the ESPP. Refer to the description of the ESPP below under the heading "Employee and Director Share Purchase Plan" for further details.

(2) Michael J. Tremblay elected to receive $78,242 of his cash compensation in DSUs of Knight.

(3) Includes US$10,000 earned in Mr. Sujoy's capacity as a director of two of the Corporation's wholly-owned subsidiaries. These fees were converted to Canadian dollars at the 2025 average exchange rate. Mr. Sujoy resigned as a Director of the Corporation's wholly-owned subsidiaries in August 2025.

Outstanding Option-Based Awards and Share-Based Awards

The following table indicates, for each independent Director, all awards outstanding at the end of the 2025 fiscal year, none of which have been exercised since they were granted:

	Option-based Awards				Share-based Awards
Name	Number of Securities Underlying Unexercised Stock Options (#)	Option Exercise Price ($)	Stock Option Expiration Date	Value of Unexercised In-the-Money Stock Options ($) (1)	Number of Shares or Units of Shares that have not Vested (#) (2)	Market or Payout Value of Share-based Awards that have not Vested ($) (3)	Market or Payout Value of Vested Share-based Awards not Paid Out or Distributed ($) (4)
James C. Gale	25,000	$ 7.39	May 14, 2026	—	49,194	297,624	—
	20,000	$ 10.25	May 16, 2027	—
	25,000	$ 7.02	July 1, 2027	—
Robert N. Lande	20,000	$ 7.39	May 14, 2026	—	39,196	237,136	—
	20,000	$ 10.25	May 16, 2027	—
	20,000	$ 7.02	July 1, 2027	—
Michael J.	20,000	$ 7.39	May 14, 2026	—	89,936	544,113	—
Tremblay	20,000	$ 7.02	July 1, 2027	—
Nicolás Sujoy	20,000	$ 7.02	July 1, 2027	—	39,196	237,136	—
Janice Murray	20,000	$ 7.02	July 1, 2027	—	39,196	237,136	—

(1) The value of the unexercised in-the-money stock options at financial year-end is calculated as the difference between the closing price of the Common Shares on December 31, 2025 on the TSX ($6.05) and the exercise prices. This value has not been and may never be realized by the Directors. The actual gains, if any, on exercise will depend on the value of the Common Shares on the date of the option exercise. See the "Option Plan" section below for further information.
(2) Includes DSUs.
(3) Based on the closing Common Share price of $6.05 on the TSX as of December 31, 2025.

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

The following table indicates, for each independent Director, the value on vesting of all incentive-plan awards and the value earned during the 2025 financial year:

Name	Option-based Awards Value Vested During the Year ($) (1)	Share-based Awards Value Vested During the Year ($) (2)	Non-Equity Incentive Plan Compensation Value Earned During the Year ($)
James C. Gale	—	—	—
Robert N. Lande	—	—	—
Michael J. Tremblay	—	—	—
Nicolás Sujoy	—	—	—
Janice Murray	—	—	—

(1) The value vested during the year with respect to option-based awards for each Director equals the aggregate dollar value that would have been realized if the stock options under the option-based award had been exercised on the vesting date.
(2) Share-based awards to Directors of the Corporation are made in the form of DSUs as discussed in more detail above under "Equity Compensation: DSUs", and the Corporate Contribution Amount under the ESPP for the Director that holds the Common Shares for two years from the date originally purchased.

DIRECTOR COMMON SHARE OWNERSHIP GUIDELINES

The Board has adopted Common Share Ownership Guidelines ("Ownership Guidelines") for Directors to align their interests with those of the Corporation's shareholders and to further enhance Knight's corporate governance practices. Pursuant to the Ownership Guidelines, each Director is expected to accumulate in Common Shares at least three times an independent director's annual Board retainer payable in cash. Newly appointed Directors are required to reach this level within two years from their election to the Board. For the purpose of these guidelines, DSUs are included as Common Share equivalents. The Common Shares held by each Director are noted within their biographies above.

The ownership expectation of independent Directors is set out in the following table and the breakdown of each independent Director's holdings is in the next table.

	Target (Multiple of Annual Retainer)	Total Value of Actual Ownership ($)^{(1)(2)}	Current Ownership (% of Target)^{(1)}	Achieved Guideline
James C. Gale	3.0X	692,912	257%	☑
Robert N. Lande	3.0X	1,925,791	1070%	☑
Michael J. Tremblay	3.0X	648,793	360%	☑
Nicolás Sujoy	3.0X	347,793	193%	☑
Janice Murray	3.0X	328,492	182%	☑

(1) Beneficially owned Common Shares and DSUs count towards ownership. Unexercised stock options have not been included in the calculation above.
(2) Based on the closing price of the Common Shares on the TSX on March 23, 2026.
(3) Meeting the ownership expectation would be indicated by obtaining a value of 100% or greater.

The following table sets forth the types of units held by each Director for the calculation of their current ownership and the total value thereof as at March 23, 2026.

	# of Common Shares	# of DSUs	Total	Share Value ($)^{(1)}	DSU Value ($)^{(1)}	Total Value ($)^{(1)}
James C. Gale	52,406	49,194	101,600	357,409	335,503	692,912
Robert N. Lande	243,178	39,196	282,374	1,658,474	267,317	1,925,791
Michael J. Tremblay	2,000	93,131	95,131	13,640	635,153	648,793
Nicolás Sujoy	11,800	39,196	50,996	80,476	267,317	347,793
Janice Murray	8,970	39,196	48,166	61,175	267,317	328,492

(1) Ownership values are based on the closing price of the Common Shares on the TSX on March 23, 2026.

COMPENSATION DISCUSSION & ANALYSIS FOR NAMED EXECUTIVE OFFICERS

NAMED EXECUTIVE OFFICERS

The Compensation Discussion & Analysis section describes the Corporation's approach to executive compensation philosophy, objectives and principles, and outlines compensation paid to the named executive officers $^{(1)}$ ("NEO", or collectively "NEOs").

2025 NEOs
Samira Sakhia	President and Chief Executive Officer
Arvind Utchanah	Chief Financial Officer
Jonathan Ross Goodman(2)	Executive Chairman of the Board
Amal Khouri	Chief Business Officer
Leopoldo Bosano	Global VP Manufacturing and Operations
Susan Emblem	Global VP Human Resources
Christine Poulin(3)	General Manager Canada

(1) Refers to the CEO, the CFO, the three most highly compensated executive officers or individuals acting in a similar capacity, as well as the Executive Chairman of the Board, a non-independent director whose compensation structure is similar to the compensation structure of the CEO. For 2025, it also includes Christine Poulin, who would have been among the top three earners, but ceased to be an executive officer by the end of the fiscal year.
(2) While Mr. Goodman is not technically a named executive officer, his compensation has been determined in accordance with the principles applicable to the other NEOs of Knight.
(3) Ms. Poulin's employment agreement ended on December 31, 2025.

OBJECTIVES

Objective of the Compensation Program

The Corporation is committed to a compensation program that drives business performance, is competitive and seeks to align the interests of executives with the interests of the Corporation's shareholders. Knight's approach to compensation, including NEOs' compensation, follows three guiding principles:

(1) Compensation aligns with shareholder interests

LTIs vest and pay out over time, encouraging long-term shareholder value creation
- PSUs vest with the achievement of medium-term (three-year) financial goals, as well as strategic goals for those vesting in 2027 and later, aligned with the creation of shareholder value

(2) Compensation enables Knight to attract, engage and retain talent

Talented and motivated employees are essential to building Knight's business
The Corporation aims to be competitive within the pharmaceutical industry

(3) Compensation rewards performance

Variable pay including bonuses designed to drive pay for performance
The Corporation rewards employees for high performance towards achieving corporate and strategic objectives

COMPONENTS OF 2025 COMPENSATION

The compensation of NEOs consists primarily of three components: base salary, annual bonus, and participation in the Corporation's Omnibus Equity Plan. In addition, NEOs may participate in the Corporation's employee stock purchase plan (the "ESPP") and, for the NEOs located in Canada and Brazil, in the employees' retirement plan matching program on the same terms and conditions as other employees. Knight regularly reviews these components to ensure they align with the three above-mentioned guiding principles and market practices.

COMPENSATION GOVERNANCE

The compensation policies and guidelines for the NEOs are recommended by the CEO of the Corporation, approved by the CCGNC and, in the case of the Corporation's Executive Officers, approved by the Board. The CCGNC oversees and reviews the individual components as well as the overall compensation of the Corporation's Executive Officers on an annual basis. The CCGNC is composed of the following independent Directors: Michael J. Tremblay (Chairperson), Robert N. Lande, Nicolás Sujoy and Janice Murray. All members of the CCGNC have extensive executive management experience in the pharmaceutical industry relevant to their roles, enabling the CCGNC to adequately make decisions on the suitability of the Corporation's compensation policies and practices. Following a review of the CCGNC's recommendations, the Board approves the compensation of each Executive Officer on an annual basis.

The principal functions of the CCGNC are described in the section titled "Corporate Governance" below.

For the fiscal year ended December 31, 2025, the CCGNC met five times.

COMPENSATION PRACTICES & POLICIES

COMPENSATION RISK ASSESSMENT

As part of its oversight of compensation practices, the CCGNC annually considers the implications of the risks associated with the Corporation's compensation policies and practices by completing a thorough assessment. The compensation programs and practices are evaluated to determine pay-for-performance alignment with the time horizons of risk and to ensure the mitigation of unintended outcomes or the creation of inappropriate incentives. Based on the review of compensation plans in 2025, the CCGNC believes that there are strong practices in place to minimize the likelihood of material risk-taking and has not identified any risks that are reasonably likely to have a material adverse effect on the Corporation.

CLAW-BACK POLICY

The Corporation has adopted a claw-back provision in its Omnibus Equity Plan which can be applied in the event a participant has engaged in fraud, breach of fiduciary duty or otherwise based on the CCGNC's assessment and judgment of the circumstances at that time. The claw-back can also be applied in the event of financial restatements due to misconduct. The claw-back provision ensures that risk and pay-for-performance are strongly aligned.

ANTI-HEDGING POLICY

The Corporation has established a policy whereby neither Directors nor executives (including, but not limited to, NEOs) are permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation and/or held, directly or indirectly, by any NEO or Director. To the knowledge of the Corporation, no Director, NEO or other executive has previously purchased any such financial instrument for hedging.

MANAGEMENT COMMON SHARE OWNERSHIP GUIDELINES

The Board has adopted Common Share Ownership Guidelines ("Guidelines") for officers of the Corporation to further align the interests of officers with shareholders and to enhance Knight's corporate governance practices. Pursuant to the Guidelines, the ownership guideline of each officer is detailed below, followed by a table presenting each officer's holdings.

	Ownership Guideline (% of Base Salary)	Total Value of Actual Ownership ($)1(1)	Current Ownership (% of Target)1	Achieved Guideline
Samira Sakhia President and Chief Executive Officer	3.0X	3,043,077	150%	✓
Arvind Utchanah Chief Financial Officer	1.0X	741,143	137%	✓
Jonathan Ross Goodman Executive Chairman of the Board	3.0X	148,939,061	19784%	✓
Amal Khouri Chief Business Officer	1.0X	1,355,884	251%	✓

(1) Beneficially owned Common Shares and RSUs count towards ownership. Unexercised stock options and PSUs have not been included in the calculation above.
(2) Based on the closing price of the Common Shares on the TSX on March 23, 2026.
(3) Meeting the ownership guideline would be indicated by obtaining a value of $100\%$ or greater (i.e., total value of actual ownership divided by the multiple of base salary as at March 23, 2026).

The following table sets forth the types of units held by each Officer for the calculation of their current ownership and the total value thereof as at March 23, 2026.

	# of Common Shares1	# of RSUs1	Total # of All1	Share Value ($)1	RSU Value ($)1	Total Value ($)1
Samira Sakhia President and Chief Executive Officer	446,199	—	446,199	3,043,077	—	3,043,077
Arvind Utchanah Chief Financial Officer	108,672	—	108,672	741,143	—	741,143
Jonathan Ross Goodman Executive Chairman of the Board	21,838,572	—	21,838,572	148,939,061	—	148,939,061
Amal Khouri Chief Business Officer	198,810	—	198,810	1,355,884	—	1,355,884

(1) Based on ownership and the closing price of the Common Shares on the TSX on March 23, 2026.
(2) Neither PSUs nor stock options count towards shareholding requirements and therefore are excluded from the table.

COMPETITIVE BENCHMARKING

COMPARATOR GROUP

For 2025, the group of companies used for benchmarking compensation, referred to herein as the "Comparator Group" was selected by the CCGNC to include companies that met all of the following criteria at the time of evaluation:

Criteria	Screening	Rationale for U.S. and Australian Companies
Industry	• Biotechnology and/or specialty pharma	• Given that Knight is the only publicly-traded Canadian specialty pharmaceutical company with significant operations in Latin America, there is a lack of directly comparable Canadian peer companies.
Geography	• Listed companies on the TSX, NASDAQ and ASX • North American presence and/or international operations in multiple jurisdictions
Size	• Market capitalization generally between 0.5X and 2.5X that of Knight (3-month average ending November 2025)

(In thousands of Canadian dollars)

Comparators	Industry	Revenue (Last 12 Months) (5)11	Market Cap (3-Month Average) (5)11
HLS Therapeutics Inc.	Specialty Pharma	78,263	170,325
Theratechnologies Inc.	Biotechnology	118,245	208,551
Jamieson Wellness Inc.	Specialty Pharma	766,008	1,485,531
Mayne Pharma Inc.	Specialty Pharma	365,763	383,692
Eagle Pharmaceuticals Inc.	Specialty Pharma	360,926	36,822
Aurinia Pharmaceuticals Inc.	Biotechnology	372,497	2,389,614
Vanda Pharmaceuticals Inc.	Biotechnology	297,195	404,150
Heron Therapeutics Inc.	Biotechnology	217,349	327,611
Amarin Corporation Inc.	Biopharmaceutical	317,738	486,315

Percentile Statistics

25thPercentile	167,797	189,438
50thPercentile	317,738	383,692
75thPercentile	369,130	985,923
		Adjusted Revenue(3)2025 (5)
---	---	---
Knight Therapeutics Inc.	Specialty Pharma	452,351
	Percent Rank	90P

The CCGNC regularly reviews the appropriateness of the Comparator Group, giving consideration to the criteria set forth above. The Comparator Group detailed above was approved by the CCGNC as an appropriate means of benchmarking executive compensation for the 2025 financial year.

TARGET TOTAL DIRECT COMPENSATION MIX

In order to attract and retain talent, Knight's executive compensation program must be market competitive. Furthermore, a significant portion of total compensation is linked to performance and is "at risk" in the form of variable compensation. As set out below, the following is the target mix of fixed vs. variable compensation for each of the NEOs:

	Approximate Percentage of Target Direct Compensation
	Fixed			Variable
	Base Salary	LTI (RSUs)	Total Fixed Compensation	Annual Incentive(1)	LTI (Options and PSUs)	Total Variable Compensation
Samira Sakhia President and Chief Executive Officer	25%	—	25%	20%	55%	75%
Arvind Utchanah Chief Financial Officer	35%	—	35%	21%	44%	65%
Jonathan Ross Goodman Executive Chairman of the Board	25%	—	25%	20%	55%	75%
Amal Khouri Chief Business Officer	35%	—	35%	21%	44%	65%
Leopoldo Bosano Global VP Manufacturing and Operations	54%	7%	61%	19%	20%	39%
Susan Emblem Global VP Human Resources	54%	7%	61%	19%	20%	39%
Christine Poulin General Manager Canada	63%	9%	72%	19%	9%	28%

(1) The non-equity annual incentive plan compensation consists entirely of annual bonuses.

TARGET TOTAL COMPENSATION POSITION RELATIVE TO THE COMPARATOR GROUP

The Corporation's policy is to set target total compensation for NEOs in line with the 50th percentile of the applicable Comparator Group. Other factors such as experience, individual contribution and internal equity are also considered when finalizing individual total compensation opportunities. Actual total compensation further depends on individual and corporate performance relative to set objectives.

		Objective	Features	Form
Base Salary		• Rewards skills, capabilities, knowledge and experience, reflecting the level of responsibility and expected contribution	• Paid in accordance with each employment agreement • Reviewed annually	Cash
Annual Incentives	Bonus	• Rewards executives for their contribution to the achievement of annual financial and strategic goals	• Performance period: annual • Payout range: 0-200%	Cash
Mid and Long-Term Incentives	PSUs	• Provides a strong link between pay and performance • PSUs are predominantly used to reward achievement of medium-term targets related to financial and strategic goals	• Vesting: Based on achieving financial targets typically on the third fiscal year post the grant date • Payout range: 0-200%	Equity or cash at Knight's option
	RSUs	• Align the interests of participants with those of shareholders due to the link between their ultimate value and the Corporation's Common Share price • RSUs are used to increase the Corporation's retention power	• Vesting: Time-based typically on third anniversary date of grant • Payout range: 100% vest at the end of three years	Equity or cash at Knight's option
	Options	• Rewards long-term performance of the Corporation and aligns the interests of participants with those of shareholders over the long-term	• Stock options with a life of up to 10 years • The number of stock options granted is variable and depends on the Black-Scholes value per option prior to the grant • Typically vest evenly over four years • No performance vesting conditions • Exercise price equal to the closing price(1) of the Common Shares on the TSX on the later of: • Last trading day preceding the day on which the option grant was approved by the Board • End of the blackout period if the option grant was made during a blackout period	Equity

(1) The Exercise Price under any stock option will be as determined by the Board but may not be less than the Market Value of a Common Share on the Award Date, except in cases where a stock option is granted in exchange for another stock option, subject to TSX approval. For these purposes, "Market Value" means, on any particular day, the volume-weighted average trading price of a Common Share on the TSX for the five preceding days on which the Common Shares were traded.

BASE SALARY

The objective of the base salary component of NEO compensation is to attract and retain the highly qualified executives necessary for the Corporation's long-term success. Base salary levels for NEOs are established based on several factors, including experience, responsibility relative to other positions in the Corporation, performance of the Corporation and competitive market conditions. Knight reviews base salaries annually to reflect performance, competitiveness, and scope of responsibility. The Corporation generally grants an increase when an executive assumes greater responsibilities or significantly deepens knowledge and expertise.

ANNUAL CASH INCENTIVE: BONUS

The annual incentive bonus plan is designed to motivate employees to achieve short-term financial and strategic goals. The target annual incentive bonus and the weighting of the bonus between Scorecard results and individual performance for each NEO are as follows:

Target Annual Incentive		Annual Bonus Weight
Name and Position	Bonus Target (% of Base Salary)	Corporate Scorecard Weighting (% of Bonus)	Individual Performance Weighting (% of Bonus)
Samira Sakhia
President and Chief Executive Officer	80%	100%	0%
Arvind Utchanah
Chief Financial Officer	60%	75%	25%
Jonathan Ross Goodman
Executive Chairman of the Board	80%	100%	0%
Amal Khouri
Chief Business Officer	60%	75%	25%
Leopoldo Bosano
Global VP Manufacturing and Operations	35%	75%	25%
Susan Emblem
Global VP Human Resources	35%	75%	25%
Christine Poulin
General Manager Canada	30%	75%	25%

Bonus Measures: Corporate Scorecard

In order to align the compensation structure with the short-term financial and strategic goals of the Corporation, the CCGNC has approved Scorecard measures for the 2025 financial year, comprising the following select key financial and strategic objectives:

	Objectives	Weight	2025
Financial	• Achieve revenue and profitability targets	40%	Exceeded
Portfolio Growth	• Execution of product or portfolio in-license and acquisition opportunities (including M&A opportunities)
• Pipeline development and product submissions	35%	Exceeded
Operational	• Optimization objectives	25%	Achieved

For 2025, the Corporation achieved 149% of the target objectives resulting in a Scorecard result of 150% on the target payout of the annual bonus.

LONG-TERM INCENTIVE PROGRAMS: STOCK OPTIONS/RSU/PSU

The Corporation has implemented the following LTIP targets and weights between different forms of equity compensation.

		Allocation of LTIP
Name and Position	LTIP Target (% of Base Salary)	Stock Options Weighting (%)	PSU Weighting (%)	RSU Weighting (%)
Samira Sakhia
President and Chief Executive Officer	225%	50%	50%	—
Arvind Utchanah
Chief Financial Officer	125%	50%	50%	—
Jonathan Ross Goodman
Executive Chairman of the Board	225%	50%	50%	—
Amal Khouri
Chief Business Officer	125%	50%	50%	—
Leopoldo Bosano
Global VP Manufacturing and Operations	50%	25%	50%	25%
Susan Emblem
Global VP Human Resources	50%	25%	50%	25%
Christine Poulin
General Manager Canada	30%	—	50%	50%

RETIREMENT SAVINGS AND EMPLOYEE AND DIRECTOR SHARE PURCHASE PLAN

ESPP and Employee Retirement Plan Matching

Select permanent employees of the Corporation are eligible to participate in the ESPP and employee retirement plan matching program as part of Knight's compensation program. Rights under the ESPP are granted in accordance with the ESPP described below in the section titled "Employee and Director Share Purchase Plan". In addition, Knight matches up to 4% of Canadian-resident employees' contributions to their RRSPs conditional on the employees' continued employment with the Corporation for a period of two years following the contribution date. Furthermore, Knight matches up to 4% of Brazilian-resident employees' contributions to their pension conditional on the employees' continued employment with the Corporation for a period of three years following the contribution date, with the exception of dismissals or transfers to another company without a plan or abroad, whereby the employee is entitled to 100% of the Corporation's match.

CEO COMPENSATION

A critical function of the CCGNC is to monitor and assess the CEO's performance and to recommend her compensation to the Board for approval. The Board supports the principle that CEO compensation should be directly related to the overall current performance of the Corporation and its potential for continued future growth. As such, in determining recommendations for the CEO's total compensation, the CCGNC considers the absolute and relative performance of the Corporation as well as the CEO's total compensation relative to that of equivalent roles within the Comparator Group. The CCGNC reviews this information along with the performance of the CEO individually when recommending the CEO's salary and annual incentives for a given year.

The following are the key characteristics of the CEO's compensation program for the 2025 financial year:

Base Salary	Annual base salary of $650,155.
Short-Term Incentive:	Target bonus equal to 80% of base salary.
Annual Bonus	Received an annual bonus of $769,056 (multiplier 150% on earned FY 2025 salary) for fiscal year 2025.
Long-Term Incentive	Vesting of PSUs granted in 2023	The Corporation exceeded the performance target set in March 2023 on the PSUs granted and achieved a 135% payout.
The objective was set on the Adjusted EBITDA(1) target and Adjusted EBITDA per share(1) target for the year ended December 31, 2025; therefore, 118,894 PSUs (135% of the 88,070 PSUs granted) vested on March 23, 2026.
	Vesting of performance-based stock options	On April 12, 2024, the CEO received a one-time grant of 250,000 stock options at an exercise price of $5.72 valued at $515,875 using Black-Scholes model. These stock options vest upon the achievement of performance targets within a seven-year period from grant date.
On March 18, 2026, 125,000 or 50% of the stock options vested upon achievement of the performance target.
The remaining stock options may vest upon the achievement of future performance targets.
	LTIs granted in 2025	Long-term compensation of $1,462,849 (225% of 2025 base salary) in the form of stock options (50%) and PSUs (50%) granted on March 24, 2025 as follows:
• 361,022 stock options at an exercise price of $6.21 valued at $731,424 using the Black-Scholes model.
• 117,722 PSUs at a share price of $6.21 valued at $731,424.
	LTIs granted in 2026	Long-term compensation of $1,521,362 (225% of 2026 base salary) in the form of stock options (50%) and PSUs (50%) granted on March 23, 2026 as follows:
• 332,814 stock options at an exercise price of $6.30 valued at $760,681 using the Black-Scholes model.
• 120,724 PSUs at a share price of $6.30 valued at $760,681.
	As at March 23, 2026, the CEO held a total of 1,911,221 stock options and 354,057 PSUs, representing 2.30% of the issued and outstanding Common Shares on a non-diluted basis.
	ESPP	During 2025, the CEO purchased 10,368 Common Shares and Knight contributed 2,610 Common Shares under the ESPP for a total of 12,978 Common Shares.
On March 16, 2026, the CEO purchased 2,432 Common Shares and Knight contributed 568 Common Shares under the ESPP for a total of 3,000 Common Shares.

(1) Adjusted EBITDA and Adjusted EBITDA per share are non-GAAP measures and do not have any standardized meaning under GAAP. As a result, the information presented may not be comparable to similar measures presented by other companies. Refer to Section 9 - Financial Results under Non-GAAP measures in the Management Discussion and Analysis available at www.sedarplus.ca for additional details.

CFO and CBO COMPENSATION

The following are the key characteristics of the CFO and CBO's compensation program for the 2025 financial year:

Base Salary	Annual salary of $520,448.
Short-Term Incentive:	Target bonus equal to 60% of base salary.
Annual Bonus	Received an annual bonus of approximately $505,000 (multiplier 163% on earned FY 2025 salary) for fiscal year 2025.
Long-Term Incentive	Vesting of PSUs granted in 2023	The Corporation exceeded the performance target set in March 2023 on the PSUs granted and achieved a 135% payout.The objective was set on the Adjusted EBITDA(1) target and Adjusted EBITDA per share(1) target for the year ended December 31, 2025; therefore, 31,460 PSUs for each executive, i.e. the CFO and CBO (135% of the 23,304 PSUs granted to each), vested on March 23, 2026. In addition, the 11,652 RSUs granted in 2023 to each executive, i.e. the CFO and CBO, vested on the same date.
	Vesting of performance-based stock options	On April 12, 2024, the CFO and CBO each received a one-time grant of 250,000 stock options at an exercise price of $5.72 valued at $515,875 using Black-Scholes model. The stock options vest upon the achievement of future performance targets within a seven-year period from grant date.On March 18, 2026, 125,000 for each executive or 50% of the stock options vested upon achievement of the performance target.The remaining stock options may vest upon the achievement of future performance targets.
	LTIs granted in 2025	Long term compensation of $650,560 (125% of base salary) granted on March 24, 2025 to each executive, i.e. the CFO and CBO, in the form of stock options and PSUs as follows:160,554 stock options for each executive at an exercise price of $6.21 valued at $325,280 using Black-Scholes model.52,353 PSUs for each executive at a share price of $6.21 valued at $325,280.
	LTIs granted in 2026	Long term compensation of $676,582 (125% of base salary) granted on March 23, 2026 to each executive, i.e. the CFO and CBO, in the form of stock options and PSUs as follows:148,009 stock options for each the CFO and CBO at an exercise price of $6.30 valued at $338,291 using Black-Scholes model.53,688 PSUs for each the CFO and CBO at a share price of $6.30 valued at $338,291.
	As at March 23, 2026, the CFO held a total of 951,387 stock options and 160,186 PSUs and the CBO held a total of 968,514 stock options and 160,186 PSUs, representing 1.13% and 1.15% of the issued and outstanding Common Shares on a non-diluted basis, respectively.
	During 2025, the CFO purchased 6,300 Common Shares and Knight contributed 1,044 Common Shares under the ESPP for a total of 7,344 Common Shares.During 2025, the CBO purchased 4,206 Common Shares and Knight contributed 2,072 Common Shares under the ESPP for a total of 6,278 Common Shares.On March 16, 2026, the CFO purchased 1,054 Common Shares and Knight contributed 244 Common Shares under the ESPP for a total of 1,298 Common Shares.On March 16, 2026, the CBO purchased 973 Common Shares and Knight contributed 451 Common Shares under the ESPP for a total of 1,424 Common Shares.

EXECUTIVE CHAIRMAN COMPENSATION

The following are the key characteristics of the Executive Chairman of the Board's compensation program for the 2025 financial year:

Base Salary	Annual base salary of $241,295.
Short-Term Incentive:	Target bonus equal to 80% of base salary.
Annual Bonus	Received an annual bonus of $285,925 (multiplier 150% on earned FY 2025 salary) for fiscal year 2025.
Long-Term Incentive	Vesting of PSUs granted in 2023	The Corporation exceeded the performance target set in March 2023 on the PSUs granted and achieved a 135% payout.
		The objective was set on the Adjusted EBITDA(1) target and Adjusted EBITDA per share(1) target for the year ended December 31, 2025; therefore, 44,126 PSUs (135% of the 32,686 PSUs granted) vested on March 23, 2026.
	Vesting of performance-based stock options	On April 12, 2024, the Executive Chairman received a one-time grant of 250,000 stock options at an exercise price of $5.72 valued at $515,875 using Black-Scholes model. The stock options vest upon the achievement of future performance targets within a seven-year period from grant date.
		On March 18, 2026, 125,000 or 50% of the stock options vested upon achievement of the performance target.
		The remaining stock options may vest upon the achievement of future performance targets.
	LTIs granted in 2025	Long-term compensation of $542,914 in the form of stock options (50%) and PSUs (50%) granted on March 24, 2025 as follows: • 133,988 stock options at an exercise price of $6.21 valued at $271,457 using Black-Scholes model. • 43,691 PSUs at a share price of $6.21 valued at $271,457.
		Long-term compensation of $564,629 in the form of stock options (50%) and PSUs (50%) granted on March 23, 2026 as follows: • 123,518 stock options at an exercise price of $6.30 valued at $282,314 using Black-Scholes model. • 44,805 PSUs at a share price of $6.30 valued at $282,314.
	LTIs granted in 2026	As at March 23, 2026, the Executive Chairman held a total of 1,066,883 stock options and 131,403 PSUs, representing 1.22% of the issued and outstanding Common Shares on a non-diluted basis.
		During 2025, the Executive Chairman purchased 3,848 Common Shares and Knight contributed 968 Common Shares under the ESPP for a total of 4,816 Common Shares.
	ESPP	On March 16, 2026, the Executive Chairman purchased 902 Common Shares and Knight contributed 211 Common Shares under the ESPP for a total of 1,113 Common Shares.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Each of the NEOs, except for Mr. Goodman, is subject to an employment agreement, which contains provisions setting out: (i) the base salary; (ii) the manner for increasing the base salary; (iii) scope of responsibilities; (iv) entitlements to benefits; and (v) entitlement to participation in compensation plans. In addition, certain NEOs have severance benefits that may be provided on termination of services, as further discussed below.

Samira Sakhia

Ms. Sakhia's base salary, effective March 1, 2025, is $650,155 and her target short-term incentive compensation is 80% of her base salary. Ms. Sakhia is entitled to terminate her employment other than for good reason by providing no less than 90 days' written notice to the Corporation. Under her employment agreement, if the Corporation terminates Ms. Sakhia's employment without cause or Ms. Sakhia terminates her employment for good reason, Ms. Sakhia is entitled to (i) a lump sum payment equal to two (2) years of her then current base salary and average of the bonus payments paid to her in respect of the two (2) fiscal years immediately preceding the date of termination, (ii) a pro-rated portion of her short-term incentive compensation for the year in which her employment was terminated, (iii) three (3) months of car allowance, and (iv) the continuation of the group insurance benefits for a period of 24 months following termination. Under the terms of her employment agreement, Ms. Sakhia has agreed (i) not to disclose, other than in the normal and proper course of her employment, any confidential or proprietary information relating to the Corporation's operations or business. Except as otherwise disclosed, Ms. Sakhia is entitled to the same benefits or payments as explained above upon the occurrence of both (a) a change of control of the Corporation; and (b) the termination of her employment at any time prior to the expiry of the twenty-four (24) month period following a change of control by the Corporation without cause, or by Ms. Sakhia for good reason.

Arvind Utchanah

Mr. Utchanah's base salary, effective March 1, 2025, is $520,448 and his target short-term incentive compensation is 60% of his base salary. In January 2022, Mr. Utchanah was relocated from Montréal, Canada to Montevideo, Uruguay and receives an annual Uruguay living allowance of US$36,000. Mr. Utchanah is entitled to terminate his employment other than for good reason by providing no less than 90 days' written notice to the Corporation. Under his employment agreement, if the Corporation terminates Mr. Utchanah's employment without cause or Mr. Utchanah terminates his employment for good reason, Mr. Utchanah is entitled to (i) a lump sum payment equal to two (2) years of his then current base salary and average of the bonus payments paid to him in respect of the two (2) fiscal years immediately preceding the date of termination, (ii) a pro-rated portion of his short-term incentive compensation for the year in which his employment was terminated, (iii) three (3) months of car allowance, and (iv) the continuation of the group insurance benefits for a period of 24 months following termination. Under the terms of his employment agreement, Mr. Utchanah has agreed (i) not to disclose, other than in the normal and proper course of his employment, any confidential or proprietary information relating to the Corporation's operations or business. Except as otherwise disclosed, Mr. Utchanah is entitled to the same benefits or payments as explained above upon the occurrence of both (a) a change of control of the Corporation; and (b) the termination of his employment at any time prior to the expiry of the twenty-four (24) month period following a change of control by the Corporation without cause, or by Mr. Utchanah for good reason.

Amal Khouri

Ms. Khouri's base salary, effective March 1, 2025, is $520,448 and her target short-term incentive compensation is 60% of her base salary. Ms. Khouri is entitled to terminate her employment other than for good reason by providing no less than 90 days' written notice to the Corporation. Under her employment agreement, if the Corporation terminates Ms. Khouri's employment without cause or Ms. Khouri terminates her employment for good reason, Ms. Khouri is entitled to (i) a lump sum payment equal to two (2) years of her then current base salary and average of the bonus payments paid to her in respect of the two (2) fiscal years immediately preceding the date of termination, (ii) a pro-rated portion of her short-term incentive compensation for the year in which her employment was terminated, (iii) three (3) months of car allowance, and (iv) the continuation of the group insurance benefits for a period of 24 months following termination. Under the terms of her employment agreement, Ms. Khouri has agreed not to disclose, other than in the normal and proper course of her employment, any confidential or proprietary information relating to the Corporation's operations or business. Except as otherwise disclosed, Ms. Khouri is entitled to the same benefits or payments as explained above upon the occurrence of both (a) a change of control of the Corporation; and (b) the termination of her employment at any time prior to the expiry of the twenty-four (24) month period following a change of control by the Corporation without cause, or by Ms. Khouri for good reason.

Susan Emblem

Ms. Emblem’s base salary, effective March 1, 2025, is $299,549 and her target short-term incentive compensation is 35% of the base salary. Ms. Emblem is entitled to terminate her employment other than for good reason by providing no less than 90 days’ written notice to the Corporation. Under her employment agreement, if the Corporation terminates Ms. Emblem’s employment without cause or Ms. Emblem terminates her employment for good reason, Ms. Emblem is entitled to (i) a lump sum payment equal to one (1) year of her current base salary and average of the bonus payments paid to her in respect of the two (2) fiscal years immediately preceding the date of termination, (ii) a pro-rated portion of her short-term incentive compensation for the year in which her employment was terminated, (iii) three (3) months of car allowance, and (iv) the continuation of the group insurance benefits for a period of twelve (12) months following termination. Under the terms of her employment agreement, Ms. Emblem has agreed not to disclose, other than in the normal and proper course of her employment, any confidential or proprietary information relating to the Corporation’s operations or business. Except as otherwise disclosed, Ms. Emblem is entitled to the same benefits or payments as described above upon the occurrence of both (a) a change of control of the Corporation; and (b) the termination of her employment at any time prior to the expiry of the twenty-four (24) month period following a change of control by the Corporation without cause, or by Ms. Emblem for good reason, to the extent such entitlements are provided under her agreement or applicable plans or policies.

All NEOs are entitled to participate in equity incentive plans of the Corporation. Refer to the “Securities Authorized for Issuance Under Equity Compensation Plans” section for termination and change of control benefits provisions under the Option Plan and Omnibus Equity Plan.

SUMMARY COMPENSATION TABLE FOR NAMED EXECUTIVE OFFICERS

Compensation earned in respect of the 2023 to 2025 fiscal years by the NEOs is summarized in the table below:

Name and Principal Position	Year	Salary ($)	Share-based Awards ($)11,12	Option-based Awards ($)13,14	Non-Equity Incentive Plan Compensation		Pension Value ($)	All Other Compensation ($)16	Total ($)
					Annual Incentive Plans ($)13	Long-term Incentive Plans ($)
Samira Sakhia
President and Chief Executive Officer	2025	642,006	744,180	731,424	769,056	—	—	31,577	2,918,243
	2024	579,374	670,538	1,174,861	695,249	—	—	30,807	3,150,829
	2023	514,100	400,611	130,344	257,050	—	—	29,795	1,331,900
Arvind Utchanah
Chief Financial Officer	2025	520,001	330,368	325,280	507,001	—	—	92,822	1,775,472
	2024	480,479	315,368	824,504	421,620	—	—	90,124	2,132,095
	2023	409,062	158,401	51,734	163,625	—	—	86,999	869,821
Jonathan Ross Goodman
Executive Chairman of the Board	2025	238,271	276,187	271,456	285,925	—	—	4,248	1,076,087
	2024	215,025	249,072	760,448	258,030	—	—	3,826	1,486,401
	2023	190,800	152,390	48,375	95,400	—	—	3,588	490,553
Amal Khouri
Chief Business Officer	2025	518,043	335,407	325,280	505,092	—	—	36,850	1,720,672
	2024	484,077	317,849	824,504	471,975	—	—	36,781	2,135,186
	2023	408,100	163,185	51,734	163,240	—	—	53,291	839,550
Leopoldo Bosano(7)
Global VP Manufacturing and Operations	2025	306,649	118,482	39,494	170,926	—	—	1,348	636,899
	2024	287,089	105,753	35,251	150,524	—	—	34,630(8)	613,247
	2023	276,718	73,002	24,334	96,605	—	—	34,129(8)	504,788
Susan Emblem
Global VP Human Resources	2025	298,342	119,054	37,444	156,630	—	—	27,442	638,912
	2024	285,401	109,919	35,661	142,343	—	—	26,586	599,910
	2023	270,900	71,663	23,888	81,120	—	—	26,420	473,991
Christine Poulin
General Manager Canada	2025	323,917	94,500	—	96,075	—	—	369,229(9)	883,721
	2024	115,096	81,375	—	31,434	—	—	7,179	235,084

(1) The share-based awards relate to PSUs, RSUs and the Corporate Contribution Amount received by NEOs under the ESPP. Refer to the description of the ESPP below under the heading "Employee and Director Share Purchase Plan" for further details.

(2) The following table shows the Corporation's achievement of the performance targets applicable to PSUs granted in 2021, 2022 and 2023:

Grant Year	Vesting Year	Achievement
2021	2024	100%
2022	2025	75%
2023	2026	135%

(3) The option-based awards granted to NEOs in respect of the 2025 financial year vest at a rate of one-quarter per year, except for the one-time grant as explained below. The weighted average fair value of the option-based awards granted in respect of the 2025 fiscal year was determined using the Black-Scholes model, an established option pricing methodology, using the assumptions in the table below. There is no difference between the grant date fair values included above and the accounting fair values for purposes of stock-based compensation.

Grant Date	March 24, 2025
Exercise Price	$6.21
Weighted average risk-free interest rate	2.82%
Dividend yield	Nil
Volatility factor	25%
Average expected life	6.9 years
Fair value (rounded)	2.03

(4) On April 12, 2024, Mr. Goodman, Ms. Sakhia, Ms. Khouri and Mr. Utchanah each received a one-time grant of 250,000 stock options at an exercise price of $5.72 valued at$ 515,875 using the Black-Scholes model. The stock options vest should the Corporation achieve certain performance targets within a seven-year period from the grant date. On March 18, 2026, 125,000 or 50% of the stock options vested upon achievement of the performance target. The remaining stock options may vest upon the achievement of future performance targets.
(5) The non-equity annual incentive plan compensation consists entirely of annual bonuses, unless otherwise specified.
(6) All other compensation consists of Knight's contribution under the RRSP matching program, taxable benefits from interest on employees' loans, hiring bonuses and car allowances, unless otherwise specified. For Mr. Utchanah, this also includes a housing allowance of US$ 36,000 to live in Uruguay.
(7) Based in Argentina, Mr. Bosano is compensated in USD, with the amounts converted to CAD using the average annual exchange rates from USD to CAD as follows: 2025: 1.40, 2024: 1.37 and 2023: 1.35.
(8) Upon joining Knight in March 2022, Mr. Bosano received a signing bonus of US$25,000 in three separate installments, on September 1, 2022, September 1, 2023, and March 1, 2024, for a total signing bonus of US$75,000.
(9) During 2025, Ms. Poulin received $369,229, including $240,975 upon the end of her employment agreement.

INCENTIVE PLAN AWARDS

The following table indicates for each NEO all awards outstanding as at December 31, 2025:

Name	Option-based Awards				Share-based Awards
	Number of Securities Underlying Unexercised Options (ii)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised to the Money Options ($) (i)	Number of Shares or Units of Shares that Have not Vested ($) (ii)	Market or Payout Value of Share-based Awards that Have not Vested ($) (ii)	Market or Payout Value of Vested Share-based Awards not Paid Out or Distributed ($)
Samira Sakhia	115,138	7.67	March 19, 2026	—
President and Chief Executive Officer	225,000	9.60	September 21, 2026	—
	34,821	10.10	March 21, 2027	—
	135,556	7.02	July 1, 2027	—
	61,374	5.65	May 18, 2028	24,550
	79,431	5.21	March 24, 2029	66,722
	94,569	4.44	March 30, 2030	152,256
	336,634	5.72	April 12, 2031	111,089
	250,000 (3)	5.72	October 12, 2031	82,500
	361,022	6.21	March 25, 2032	—
					326,533	1,975,525	—
Arvind Utchanah	29,388	7.67	March 19, 2026	—
Chief Financial Officer	45,054	7.75	August 13, 2026	—
	11,829	10.10	March 21, 2027	—
	84,288	7.02	July 1, 2027	—
	24,933	5.65	May 18, 2028	9,973
	31,526	5.21	March 24, 2029	26,482
	37,535	4.44	March 30, 2030	60,431
	157,659	5.72	April 12, 2031	52,027
	250,000 (3)	5.72	October 12, 2031	82,500
	160,554	6.21	March 25, 2032	—
					144,093	871,763	—
Jonathan Ross Goodman	161,252	7.67	March 19, 2026	—
Executive Chairman of the Board	133,218	10.10	March 21, 2027	—
	189,848	7.02	July 1, 2027	—
	46,798	5.65	May 18, 2028	18,719
	29,479	5.21	March 24, 2029	24,762
	35,098	4.44	March 30, 2030	56,508
	124,936	5.72	April 12, 2031	41,229
	250,000 (3)	5.72	October 12, 2031	82,500
	133,988	6.21	March 25, 2032	—
					121,186	733,175	—

Name	Option-based Awards				Share-based Awards
	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 (#) (2)	Market or Payout Value of Share-based Awards that have not Vested ($) (3)	Market or Payout Value of Vested Share-based Awards not Paid Out or Distributed ($)
Amal KhouriChief Business Officer	71,592	7.67	March 19, 2026	—
	74,010	10.10	March 21, 2027	—
	84,288	7.02	July 1, 2027	—
	24,933	5.65	May 18, 2028	9,973
	31,526	5.21	March 24, 2029	26,482
	37,535	4.44	March 30, 2030	60,431
	157,659	5.72	April 12, 2031	52,027
	250,000 (3)	5.72	October 12, 2031	82,500
	160,554	6.21	March 25, 2032	—
					144,604	874,854	—
Leopoldo BosanoGlobal VP Manufacturingand Operations	13,228	5.21	March 24, 2029	11,112
	16,297	4.44	March 30, 2030	26,238
	16,622	5.72	April 12, 2031	5,485
	17,994	6.21	March 25, 2032	—
					49,905	301,925	—
Susan EmblemGlobal VP HumanResources	14,165	5.26	December 6, 2028	11,190
	14,903	5.21	March 24, 2029	12,519
	17,332	4.44	March 30, 2030	27,905
	18,217	5.72	April 12, 2031	6,012
	18,482	6.21	March 24, 2032	—
					55,465	335,563	—
Christine Poulin (4)General ManagerCanada	—	—	—	—	—	—	—

(1) The value of the unexercised in-the-money options at financial year-end (some of which have not yet vested) is the difference between the closing price of the Common Shares on December 31, 2025 on the TSX ($6.05) and the exercise prices. This value has not been and may never be realized by the NEOs. The actual gains, if any, on exercise will depend on the value of the Common Shares on the date of the option exercise. See the "Option Plan" section for further information.
(2) The amount included for each of the NEOs relates to PSUs, RSUs, and the Corporate Contribution Amount under the ESPP assuming the NEO remains employed by the Corporation and holds the original shares for two years from the date originally purchased. The Corporate Contribution Amount is calculated based on the closing price on the TSX on December 31, 2025 ($6.05). See the "Employee Share Purchase Plan" section for further details.
(3) On April 12, 2024, Mr. Goodman, Ms. Sakhia, Ms. Khouri and Mr. Utchanah each received a one-time grant of 250,000 stock options at an exercise price of $5.72 valued at $515,875 using the Black-Scholes model. The stock options vest should the Corporation achieve certain performance targets within a seven-year period from the grant date. On March 18, 2026, 125,000 or 50% of the stock options vested upon achievement of the performance target. The remaining stock options may vest upon the achievement of future performance targets.
(4) Ms. Poulin's employment agreement ended December 31, 2025. In accordance with the Omnibus Equity Plan, Ms. Poulin's unvested shares were forfeited.

INCENTIVE-PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table indicates for each NEO the value on vesting of all incentive-plan awards and the value earned during the 2025 financial year:

Name	Option-based Awards Value Vested During the Year ($)^{(1)}	Share-based Awards Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation Value Earned During the Year ($)^{(2)}
Samira Sakhia
President and Chief Executive Officer	61,569	335,834	769,056
Arvind Utchanah
Chief Financial Officer	24,755	147,569	507,001
Jonathan Ross Goodman
Executive Chairman of the Board	23,571	124,634	285,925
Amal Khouri
Chief Business Officer	24,755	152,608	505,092
Leopoldo Bosano^{(3)}
Global VP Manufacturing and Operations	9,688	59,777	170,926
Susan Emblem
Global VP Human Resources	12,877	74,073	156,630
Christine Poulin
General Manager Canada	—	—	96,075

(1) The value vested during the year with respect to option-based awards for each NEO equals the aggregate dollar value that would have been realized if the options under the option-based awards had been exercised on the vesting date.

(2) The amount of non-equity incentive plan compensation is the amount of annual bonus earned by NEOs during the year and is consistent with the amount under the non-equity incentive plan compensation column of the Summary Compensation Table for NEOs.

(3) Mr. Bosano is based in Argentina and is paid in USD. The amount in USD was converted to CAD using the average annual exchange rate from USD to CAD of 1.40 for 2025.

PERFORMANCE GRAPH

The performance graph below compares the cumulative total shareholder return for (100 invested in the Common Shares on April 1, 2021 up to March 31, 2026, with the S&P/TSX Composite Index and the S&P/TSX Healthcare Index. The graph also demonstrates an alignment between shareholder return and the level of NEO compensation.

(1) Represents the average NEO compensation disclosed in each year's respective Management Information Circular.

The graph shows that the total shareholder return for the five-year period ended March 31, 2026 was $34\%$ ; the S&P/TSX Healthcare index has declined by $75\%$ , while the S&P/TSX index has grown by $73\%$ for the same period. The trend on the Corporation's compensation to the NEOs is not correlated with the trend in the performance graph.

During the five-year period ended March 31, 2026, the compensation of NEOs was primarily influenced by the financial performance, strategic and operational achievements of the Corporation. The compensation was not directly linked to share price or changes in the Corporation's total shareholder return. In addition, the variable and at-risk pay components of the compensation of NEOs is focused on driving business performance and aligning the interests of the executives with the interests of the Corporation's shareholders.

Expressed in thousands of Canadian dollars, for the year ended December 31, 2025, revenues were $450,088, an increase of$ 78,784 or 21% over prior year, Adjusted Revenues $^1$ were $452,351 an increase of $86,939 or 24% over the prior year and Adjusted EBITDA $^1$ was $73,056, an increase of $15,273 or 26%, compared to prior year. In addition, the five year CAGR for Adjusted Revenues and Adjusted EBITDA were 17% and 34%, respectively.

As described in the previous section "Compensation Discussion and Analysis", the compensation for the NEOs consists of several components. Correlation between the performance graph and NEO compensation can be understood as follows:

Base salary is designed to attract and retain quality employees as well as to compensate them for services rendered during the year (based on NEOs' roles and responsibilities). Accordingly, the market price of the Common Shares and total shareholder return over a limited period of time are not the primary determinants of base salary.
Short-Term Incentive Annual Bonus. As described above, factors other than total shareholder return are used to determine short-term bonuses for NEOs.

Long-Term Incentives (stock options/RSUs/PSUs) are awarded, and vest as previously described. The market price of the Common Shares at the time of the award influences the number of units granted for RSUs and PSUs and the number of stock options granted (based on the Black-Scholes value) as well as its exercise price. Once long-term incentives vest, the value that a NEO may realize fluctuates based on the Common Share's price, thereby aligning the interests of NEOs with those of the Corporation's shareholders. Refer to previous sections "Incentive Plan Awards" and "Incentive-Plan Awards – Value Vested or Earned During the Year".

The market price of the Common Shares is subject to fluctuation based on several factors, many of which are outside the control of the Corporation. These include market perception of the Corporation's ability to achieve business goals, trading volume in the Common Shares, changes in macroeconomic conditions and financial markets or other general developments in the specialty pharmaceutical industry that affect the Corporation. Accordingly, the Common Share price and total shareholder return over the measurement period may not be reflective of the Corporation's financial performance or management's efforts in enhancing shareholder value. For the past five financial years ended December 31, 2025, the total compensation of the NEOs is not directly correlated with the trend of the return on investment of the Common Shares shown in the graph above.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

OPTION PLAN

As of May 13, 2021, the stock option plan (the "Option Plan") in place prior to the Omnibus Equity Plan, was frozen and no further grants or awards can be made under such plan. However, the Option Plan continues in effect for so long as and solely to the extent necessary to administer previously granted awards that remain outstanding under such plan. Each Option granted under the Option Plan shall continue to be governed by the terms and conditions of the Option Plan and instrument, and the applicable instrument (as amended, if applicable) evidencing such grant.

To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee (the "Committee") of the Board all or any of the powers conferred on the Board under the Option Plan. The exercise price of the Options is fixed by the Board at the grant date and may not be less than the closing price of the Common Shares on the TSX on the trading day immediately preceding the date of the grant. The exercise price of the Options is stated and payable in Canadian dollars. Options vest at the discretion of the Committee. In the event that no specific determination is made by the Committee with respect to the vesting of any particular Options, all Options shall vest in equal tranches of 25% per annum on each anniversary of the grant. Options granted under the Option Plan may have a term of up to ten (10) years (subject to an extension of the scheduled expiry date in the event the Option would otherwise expire during a blackout period), such extension not to exceed ten business days following the expiration of such blackout period).

Options granted under the Option Plan are not transferable or assignable, other than in the case of death as set out in the Option Plan. The Option Plan allows for the Board to offer employees the choice of doing a cashless exercise of Options, at the sole discretion of the employee and in such manner and subject to such terms and conditions as the Committee may deem appropriate.

Unless otherwise permitted by the Board, any Options granted under the Option Plan shall terminate and shall cease to be exercisable in the following circumstances: (a) in the case of an Optionee who is an officer, employee, or consultant of the Corporation or of an affiliate of the Corporation that is terminated for "Serious Reason", all Options granted to such Optionee, whether vested or unvested, shall immediately terminate and cease to be exercisable on the effective date of such Optionee's Termination. "Serious Reason" means any act or failure to act by the Optionee constituting a "serious reason" under Article 2094 of the Québec Civil Code; (b) in the case of an Optionee who is an officer, employee, or consultant of the Corporation or of an affiliate of the Corporation that is terminated for "Cause", such Optionee may exercise any Option, to the extent that such Option was exercisable and had vested on the date of termination, until the date that is the earlier of (i) the expiry date of the Option and (ii) the date that is 30 days after the effective date of such Optionee's termination. "Cause" means a determination by senior management in respect of an Optionee, or by the Board in respect of an Optionee that is part of senior management, as the case may be, to terminate an Optionee due to such Optionee's underperformance but which does not constitute Serious Reason as defined above; (c) in the case of an Optionee who is an officer, employee, or consultant of the Corporation or of an affiliate of the Corporation that is terminated for any reason other than Serious Reason, Cause, retirement or death, such Optionee may exercise any Option granted under the Option Plan, to the extent that such Option was exercisable and had vested (i) on the date of termination or (ii) would have vested within 90 days after the date of such termination, until the date that is the earlier of (1) the expiry

date of the Option and (2) the date that is 30 days after the effective date of such Optionee's termination; (d) in the case of an Optionee who is a Director of the Corporation or of an affiliate of the Corporation, such Optionee, is removed or is not re-elected as a Director of the Corporation or of an affiliate of the Corporation, all Options granted to such Optionee, whether vested or unvested, shall immediately terminate and cease to be exercisable on the effective date of such Optionee's removal or failure to be re-elected; (e) in the case of an Optionee who is a Director of the Corporation or of an affiliate of the Corporation, such Optionee resigns as a Director of the Corporation or of an affiliate of the Corporation, in which case such Optionee may exercise any Option, to the extent that such Option was exercisable and had vested on the date of resignation, until the date that is the earlier of (i) the expiry date of the Option and (ii) the date that is 30 days after the effective date of such Optionee's resignation; (f) in the case of an Optionee who is an officer, employee or consultant of the Corporation or of an affiliate of the Corporation and such Optionee retires, such Optionee may exercise any Option, to the extent that such Option was exercisable and had vested on the date of retirement, until the date that is the earlier of (i) the expiry date of the Option and (ii) the date that is 30 days after the effective date of such Optionee's retirement; or (g) in the case of an Optionee that dies, such Optionee's legal personal representatives, heirs, executors or administrators may exercise any Option, to the extent that such Option was exercisable and had vested on the date of death, until the date that is the earlier of (i) the expiry date of the Option and (ii) the date that is six months after the date of death.

In the event of a "change of control" of the Corporation, the Board may, in its discretion, permit and authorize the accelerated vesting and early exercise of all or any portion of the then outstanding Options in connection with the completion of such change of control. Subject to the foregoing, all rights of the Optionees to exercise any outstanding Options, whether vested or unvested, shall terminate and all such Options shall immediately expire and cease to have any further force or effect, upon and subject to the completion of the relevant change of control. "Change of Control" means any amalgamation, merger or consolidation with any other corporation (otherwise than pursuant to an internal corporate reorganization that would not affect control of the Corporation) or liquidation, dissolution or winding-up, or any sale or conveyance of all or substantially all of the property or assets of the Corporation or any proposed offer to acquire all of the outstanding Shares or any other proposed transaction involving the Corporation having similar effect.

The Option Plan specifies the types of amendments to the provisions of the Option Plan and any Option granted thereunder. By its terms, the Option Plan and any Option granted thereunder may be amended by the Board without the consent of shareholders generally to: (i) ensure continuing compliance with applicable laws, regulations, requirements, rules or policies of any governmental or regulatory authority or stock exchange; (ii) make amendments of a "housekeeping" nature, including amendments relating to the administration of the Option Plan or to eliminate any ambiguity or correct or supplement any provision therein which may be incorrect or incompatible with any other provision thereof; (iii) change the vesting and exercise provisions of the Option Plan or any Option in a manner which does not entail an extension beyond the originally scheduled expiry date for any applicable Option, including to provide for accelerated vesting and early exercise of any Options deemed necessary or advisable in the Board's discretion; (iv) change the termination provisions of the Option Plan or any Option which, in the case of an Option, does not entail an extension beyond an Option's originally scheduled expiry date; (v) change the provisions on transferability of Options for normal estate settlement purposes; (vi) change the process by which a Holder who wishes to exercise his or her Option can do so, including the required form of payment for the Common Shares being purchased, the form of exercise notice and the place where such payments and notices must be delivered; and (vii) add a conditional exercise feature which would give participants the ability to conditionally exercise in certain circumstances determined by the Board in its discretion, at any time up to a date determined by the Board in its discretion, all or a portion of those Options granted to such participants which are then vested and exercisable in accordance with their terms, as well as any unvested Options which the Board has determined shall be immediately vested and exercisable in such circumstances.

In addition to such amendments as may require shareholder approval under applicable laws, the approval of shareholders will generally be required for the following amendments, in each case unless the amendment results from the application of the anti-dilution provisions of the Option Plan: (i) any amendment to the amendment provisions of the Option Plan which is not an amendment within the nature of paragraphs (i) or (ii) in the preceding paragraph requiring the approval of the Board only; (ii) any amendment to increase the maximum number of Common Shares issuable under the Option Plan; (iii) any amendment that would reduce the option price of an outstanding Option (including a cancellation and reissue of an Option constituting a reduction in the option price) or extension of the period during which an Option may be exercised; (iv) any amendment to remove or exceed the plan limits described herein; (v) any amendment to expand the eligibility criteria under the Option Plan; and (vi) any amendment to the provisions of the Option Plan that would permit Options to be transferred or assigned other than for normal estate settlement purposes.

OMNIBUS EQUITY INCENTIVE PLAN

The Omnibus Equity Plan for directors, employees and consultants was approved by the shareholders of the Corporation on May 13, 2021 and re-approved on May 8, 2024. The Omnibus Equity Plan allows the grant of stock options, restricted share units ("RSUs") and performance share units ("PSUs" and together with RSUs, "Share Units"). The Share Units can be settled in Common Shares (or, at the election of Knight, their cash equivalent). In addition, under the Omnibus Equity Plan, Knight is able to grant deferred share units ("DSUs") to non-employee members of the board of directors of Knight and its designated affiliates. On March 22, 2023, the Board approved the amendment and restatement of the Omnibus Plan in order to provide that upon the termination without cause of a participant, such participant's unvested performance share units and restricted share units would be forfeited, subject to the Board's discretion to accelerate such vesting. The material features of the Omnibus Equity Plan are summarized below.

Administration

The Omnibus Equity Plan is administered by the Board. The Board will determine which directors, officers, eligible employees or consultants of Knight or its affiliates are eligible to receive awards under the Omnibus Equity Plan. In addition, the Board will interpret the Omnibus Equity Plan and may adopt, amend or rescind any administrative rules, regulations, procedures and guidelines relating to the Omnibus Equity Plan or any awards granted under the Omnibus Equity Plan, as it deems appropriate.

Except as otherwise required by law, the Board may, from time to time, delegate powers conferred on the Board under the Omnibus Equity Plan to the CCGNC (or such other committee as the Board determines necessary, from time to time). In such event, the CCGNC will exercise the powers delegated to it by the Board in the manner and on such terms authorized by the Board, and all decisions made, or actions taken, by the CCGNC arising in connection with the administration of the Omnibus Equity Plan within its authority are final, conclusive and binding.

Eligibility

All employees and directors of Knight or its designated affiliates are eligible to participate in the Omnibus Equity Plan. In addition, subject to applicable laws, the Board may determine, in its discretion, which consultants are eligible to participate in the Omnibus Equity Plan. However, RSUs and PSUs may not be granted to consultants or non-employee directors of Knight or its designated affiliates.

Common Shares Subject to the Omnibus Equity Plan and Limitation on Awards

The maximum number of Common Shares available for issuance pursuant to the Omnibus Equity Plan and any other security-based compensation arrangement (including the Option Plan) of Knight subsequent to the date of approval of the Omnibus Equity Plan by the shareholders shall not exceed a number which is fixed at 10% of the issued and outstanding Common Shares from time to time. As at March 23, 2026, the total number of stock options, RSUs, PSUs and DSUs presently available for grant under the Omnibus Equity Plan is 2,353,169, or 2.39% of the Common Shares issued and outstanding as of such date.

The Omnibus Equity Plan is also subject to the following limitations: (i) no more than 10% of the outstanding Common Shares may be subject to Awards under the Omnibus Equity Plan or pursuant to any other security-based compensation arrangements of Knight during any one-year period; (ii) no more than 5% of the outstanding Common Shares may be subject to Awards under the Omnibus Equity Plan or pursuant to any other security-based compensation arrangements of Knight to any one person; (iii) the number of Common Shares issuable to insiders at any time pursuant to all of Knight's security-based compensation arrangements shall not exceed 10% of the outstanding Common Shares on a non-diluted basis; and (iv) the aggregate number of Common Shares reserved for issue to any one service provider of Knight shall not exceed 2% of the total number of Common Shares then outstanding, excluding Common Shares issued to such service provider upon the exercise of stock options over the preceding 12-month period. For purposes of the Plan, "insider", "security-based compensation arrangement" and "service provider" have the meanings set out in the TSX Company Manual.

With respect to awards made under the Omnibus Equity Plan, if for any reason Common Shares subject to issuance on the exercise of stock options granted under the Plan are not issued, for reasons including termination, expiration or cancellation, such Common Shares will become available for additional grants under the Plan. If any RSUs, PSUs or DSUs granted under the Plan expire, terminate or are cancelled for any reason without being settled in the form of Common Shares issued from treasury, such Common Shares will become available for additional grants under the Omnibus Equity Plan.

The Plan is considered an “evergreen” plan, since the Awards which have been exercised shall be available for subsequent grants under the Plan and the number of Awards available to grant increases as the number of issued and outstanding Common Shares increases.

Stock Options

The Board may grant stock options to any participant under the Omnibus Equity Plan at any time. The exercise price for stock options will be determined by the Board, but may not be less than the market value of a Common Share (being, on any particular day, the volume-weighted average trading price of a Common Share on the TSX for the five (5) preceding days on which Common Shares were traded, or, in the event that the Common Shares are not listed and posted for trading on the TSX, on any other stock exchange as selected by the Board for these purposes, and, in the event such Common Shares are not listed and posted for trading on any stock exchange, the fair market value of such Common Shares as determined by the Board in its discretion) (the “Market Value”) on the date the stock option is granted, except in circumstances where the stock option is granted in exchange for another stock option, subject to TSX approval. It is anticipated that stock options will vest and become exercisable as to one quarter of the stock option on each anniversary of the date of grant for the four years following the date of grant, unless otherwise determined by the Board and specified in such participant’s option agreement. Stock options must be exercised within a period fixed by the Board that may not exceed ten (10) years from the date of grant, except in a case where the expiry period falls during a blackout period, in which case the expiry period will be automatically extended until ten (10) business days after the end of the blackout period.

The Plan provides that a participant may, rather than exercise any stock option which such participant is entitled to exercise under the Plan, elect to surrender such stock option by giving irrevocable notice in writing of termination of such stock option, in whole or in part, and requesting Knight, in consideration for such surrender, to issue to the participant that number of Common Shares, disregarding fractions, which, when multiplied by the Market Value have a value equal to the number of stock options terminated multiplied by the difference between the Market Value and the exercise price per Common Share to which the stock option so terminated relates.

The Omnibus Equity Plan also provides for earlier termination of stock options on the occurrence of certain events, including but not limited to, termination of a participant’s employment.

Restricted Share Units

The Board may grant RSUs to any participant (other than non-employee directors and consultants) under the Omnibus Equity Plan at any time. The terms and conditions of grants of Share Units, including the quantity, type of award, award date, vesting conditions, applicable vesting periods and other terms and conditions with respect to the award, as determined by the Board, will be set out in such participant’s RSU agreement. One (1) RSU is equivalent to one (1) Common Share.

An RSU Account will be maintained for each participant and each notional grant of RSUs, as granted to such participant from time to time, will be credited to such participant’s account. RSUs that fail to vest with respect to a participant, or that are paid out to the participant are cancelled and will be removed from such participant’s account.

Upon the vesting and settlement of RSUs, Knight is entitled to elect, at Knight’s sole discretion, to settle vested RSUs for their cash equivalent, Common Shares or a combination thereof. For purposes of determining the cash equivalent of RSUs on settlement, such calculation will be made on the settlement date based on the Market Value on the settlement date multiplied by the number of vested RSUs in the participant’s notional RSU Account. For the purposes of determining the number of Common Shares from treasury to be issued and delivered to a participant upon settlement of RSUs, such calculation will be made on the settlement date based on the whole number of Common Shares equal to the whole number of vested RSUs then recorded in the participant’s notional RSU Account. If an RSU would otherwise expire during a blackout period, the term of such RSU shall automatically be extended until ten (10) business days after the end of the blackout period, however, in all cases, RSUs shall expire and be settled by no later than December 31st of the third calendar year commencing after the date of award.

Performance Share Units

The Board may grant PSUs to any participant (other than non-employee directors and consultants) under the Omnibus Equity Plan at any time. The terms and conditions of grants of PSUs, including the quantity, type of award, award date, vesting conditions, applicable vesting periods and other terms and conditions with respect to the award, as determined by the Board, will be set out in such participant's PSU agreement. PSUs are subject to the attainment of performance goals and may become vested PSUs based on a multiplier, which may be greater or less than 100%, subject to such percentage being no greater than 300%. A PSU account will be maintained for each participant and each notional grant of PSUs, as granted to such participant from time to time, will be credited to such participant's account. PSUs that fail to vest with respect to a participant, or that are paid out to the participant are cancelled and will be removed from such participant's account.

Upon the vesting and settlement of PSUs, Knight is entitled to elect, in Knight's sole discretion, to settle vested PSUs for their cash equivalent, Common Shares or a combination thereof. For purposes of determining the cash equivalent of PSUs on settlement, such calculation will be made on the settlement date based on the Market Value on the settlement date multiplied by the number of vested PSUs in the participant's notional PSU account. For the purposes of determining the number of Common Shares from treasury to be issued and delivered to a participant upon settlement of PSUs, such calculation will be made on the settlement date based on the whole number of Common Shares equal to the whole number of vested PSUs then recorded in the participant's notional PSU account. If a PSU would otherwise expire during a blackout period, the term of such Share Unit shall automatically be extended until ten (10) business days after the end of the blackout period, however, in all cases, Share Units shall expire and be settled by no later than December 31st of the third calendar year commencing after the date of award.

If the performance goals in respect of the vesting of PSUs determined by the Board at the time of granting the award with respect to a fiscal year are not met during such fiscal year, the PSUs that were scheduled to vest at the end of such fiscal year shall expire. Performance goals may be based upon the achievement of corporate, divisional, cluster or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Board which may be measured over a specified period and may have a multiplier effect based on the level of achievement.

Deferred Share Units

The Board may grant DSUs to any DSU Participant (being a non-employee director of Knight) under the Omnibus Equity Plan at any time. In addition, subject to Board approval, a DSU Participant may elect, once each fiscal year, to be paid up to 100% of his or her annual board retainer (including any committee fees, attendance fees and retainers to committee chairs) in the form of DSUs with the balance, if any, being paid in cash in accordance with Knight's regular practices. A DSU Participant is entitled to terminate his or her participation in the Plan.

One (1) DSU is equivalent to one (1) Share. Fractional DSUs are permitted under the Plan. The number of DSUs granted at any particular time pursuant to the Plan will be calculated by: (a) in the case of an elected amount by a DSU Participant, dividing (i) the dollar amount of the elected amount by (ii) the Market Value of a Common Share on the applicable award date; or (b) in the case of a grant of DSUs, dividing (i) the dollar amount of such grant by (ii) the Market Value of a Common Share on the date of grant. Knight shall maintain a notional account for each DSU Participant.

All DSUs recorded in a participant's notional account will vest on the DSU Termination Date, being the day that the DSU Participant ceases to be a director of Knight for any reason.

Upon the settlement of DSUs, the number of Common Shares covered by the DSUs will be issued from treasury by Knight as fully paid non-assessable Common Shares based on the whole number of Common Shares equal to the whole number of DSUs then recorded in the DSU Participant's notional account (fractions of Common Shares will be settled in cash). If a DSU Participant gives notice to Knight of his, her or its election to receive cash pertaining to a DSU, Knight, with the approval of the Board, may agree to pay an amount in cash equal to the aggregate Market Value of the Common Shares as at the DSU Termination Date to be issued in place of issuing to the DSU Participant Common Shares under the DSU.

Termination of Employment

The table below shows the treatment of long-term incentives upon the termination of an employee, director or consultant from Knight or a designated affiliate:

LTI	Resignation	Termination for Serious Reason	Termination for Cause	Termination without Cause	Termination due to Death, Disability or Retirement
Stock options	Stock options that have vested as of the date notice of resignation is delivered to Knight may be exercised until the earlier of (i) the end of the exercise period and (ii) thirty (30) days after the date notice of resignation is delivered to Knight, after which time all stock options expire.	All stock options granted under the Omnibus Equity Plan, whether vested or unvested at the date of termination, will be forfeited.	The participant shall have the right to exercise vested stock options for thirty (30) days following the date of termination, after which all stock options shall be forfeited. Unvested stock options are forfeited.	All of the participant's stock options which have vested may be exercised until the earlier of the expiry date of such stock options or ninety (90) days after the date of termination, after which all stock options expire.	All of the stock options that would vest in the one year period following the Termination Date will vest immediately prior to the Termination Date and the Participant or his or her legal representatives, as applicable, may exercise such stock options and any stock options that had Vested as of the Termination Date for the one year period following the Termination Date after which time all Options expire.
RSU	All RSUs that are unvested on the date notice of resignation is delivered to Knight will be forfeited.	All RSUs granted under the Omnibus Equity Plan, whether vested or unvested at the date of termination, will be forfeited.	All RSUs that are unvested as of the date of termination will be forfeited.	The participant shall forfeit all rights, title and interest in the participant's RSUs which are not vested on the date of the notice of termination, resignation or cessation of consultancy or directorship is delivered, as the case may be, provided that the Board shall have the discretion to accelerate the vesting of and settle some or all of the participant's unvested RSUs in its sole and absolute discretion.	If a Participant's RSUs have not Vested, subject to the Board's approval, a pro rata portion of the Participant's RSUs that are scheduled to Vest on the next scheduled Vesting Date set forth in the RSU Agreement for such RSUs will Vest, based on the number of days that have elapsed between the Award Date and the Termination Date, and such RSUs will be settled in accordance with the provisions of Settlement of RSUs on the next scheduled Vesting Date set forth in the RSU Agreement.
PSU	All PSUs that are unvested on the date notice of resignation is delivered to Knight will be forfeited.	All PSUs granted under the Omnibus Equity Plan, whether vested or unvested at the date of termination, will be forfeited.	All PSUs that are unvested as of the date of termination will be forfeited.	The participant shall forfeit all rights, title and interest in the participant's PSUs which are not vested on the date the notice of termination, resignation or cessation of consultancy or directorship is delivered, as the case may be, provided that the Board shall have the discretion to accelerate the vesting of and settle some or all of the participant's unvested PSUs in its sole and absolute discretion.	If a Participant's PSUs have not Vested, any PSUs standing to the credit of such Participant shall continue to Vest (and be settled) in the normal course for a period of ninety (90) days extending from the end of the fiscal year in which the Termination Date occurs (the "90 Day Period"). Subject to the Board's approval, any PSUs which do not Vest in the normal course during the 90 Day Period shall vest pro rata upon the Termination Date to take into account only the period that has elapsed between the Award Date and the Termination Date, provided the Performance Goals are satisfied in respect of the applicable Performance Period in which the Termination Date occurs.

Adjustments

In the event of (i) any change in Knight's capital structure, (ii) any payment of a stock dividend (other than a stock dividend that is in lieu of an ordinary cash dividend), (iii) any other change made in the capitalization of Knight or (iv) a corporate transaction, such as an amalgamation, arrangement, combination, spin-off or other reorganization involving Knight, that, in the opinion of the Board would warrant the amendment or replacement of any existing awards (collectively, the "Adjustment Events"), the Omnibus Equity Plan provides for appropriate adjustments in the number or type of Common Shares that may be acquired upon the exercise of stock options, the exercise price of outstanding stock options or the number of RSUs, PSUs or DSUs in the participant's account (collectively, the "Adjustments"), as necessary in order to preserve proportionately the rights and obligations of the participants under the Omnibus Equity Plan.

In the event that the Board determines that the Adjustments would not preserve proportionately the rights and obligations of the participants, or the Board otherwise determines it is appropriate, the Board may permit the vesting and exercise, as applicable, of any outstanding stock options that are not otherwise vested and the cancellation of any outstanding stock options which are not exercised within any specified period. Such vesting or cancellation, as the case may be, will be effective no later than the business day prior to the date such Adjustment Event is consummated.

Change of Control

In the event of a change of control of Knight, the Board may accelerate the expiry of stock options granted under the Omnibus Equity Plan to the business day immediately following the date on which such change of control is consummated, so long as the Board accelerates the vesting of the stock options prior to the date on which the change of control is consummated and Knight provides notice of accelerated vesting and expiry to all participants not less than ten (10) business days prior to the date on which such change of control is consummated.

With respect to RSUs and PSUs, in the event of a change of control of Knight, the Board has the authority to take all necessary steps to ensure the preservation of the economic interests of the participants in, and to prevent the dilution or enlargement of, any RSUs or PSUs.

In addition, in the event of a change of control of Knight, for each stock option with an exercise price greater than the consideration offered in connection with any such transaction, the Board may in its discretion elect to cancel such stock option without any payment to the participant holding such option.

Amendment and Termination

The Board may at any time amend, suspend or terminate the Omnibus Equity Plan, subject to applicable law that requires the approval of shareholders or any governmental or regulatory body, provided that no such action may be taken that adversely affects or alters any rights of a participant under any award previously granted in a material manner without the consent of such affected participant or unless such action is permitted by the plan or the award agreement relating to such award.

The Board may, in its discretion and without approval of the shareholders, make changes to the Omnibus Equity Plan or any award that do not require the approval of shareholders, which may include but are not limited to: (i) any amendment of a "housekeeping" nature, including without limitation to clarify the meaning of an existing provision of the plan or any agreement, correct or supplement any provision of the plan that is inconsistent with any other provision of the plan or any agreement, correct any grammatical or typographical errors or amend the definitions in the plan regarding administration of the plan; (ii) a change to the vesting provisions of the plan, any award agreement and any award granted under the plan; (iii) a change to the provisions governing the effect of termination of a participant's employment, contract or office; (iv) a change to accelerate the date on which any award may be exercised under the plan; or (v) an amendment of the plan or an award as necessary to comply with law or the requirements of any stock exchange upon which the securities of Knight are then listed.

Notwithstanding the foregoing or any other provision of the plan, shareholder approval is required for the following plan amendments: (i) any increase in the maximum number of Common Shares that may be issuable from treasury pursuant to awards granted under the plan; (ii) any reduction in the exercise price of a stock option benefiting an insider of Knight; (iii) any extension of the expiry date of an award benefiting an insider of Knight, except in the case of an extension due to a blackout period; (iv) any increase in the maximum number of awards that may be issuable to insiders of Knight and associates of such insiders at any time; and (v) any amendment to the amendment provisions of the Plan.

Assignment

Except as required by law, the rights of a participant under the Omnibus Equity Plan are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of such participant.

EMPLOYEE AND DIRECTOR SHARE PURCHASE PLAN (ESPP)

The Corporation has in place an ESPP for the benefit of permanent employees and members of the Board, as designated by the Board or any appropriate committee thereof to purchase Common Shares to a maximum of 1% of the Common Shares issued and outstanding from time to time which represented 991,923 issued and outstanding Common Shares as of December 31, 2025. As at December 31, 2025, 574,690 Common Shares had been issued under the ESPP, representing 0.57% of the Common Shares issued and outstanding as of such date. Enrollments are allowed four times per year and employees can subscribe after three months of employment.

The ESPP provides that the subscription price per share for Common Shares which are the subject of any purchase under the ESPP shall be the lower of i) the weighted trading average closing price of the Common Shares for the five trading days immediately preceding the applicable purchase date; or ii) the price at which the Corporation has agreed to sell Common Shares pursuant to a short form prospectus under applicable Canadian securities laws in the thirty (30) day period preceding the applicable purchase date ("Market Price"). The Corporation shall contribute an amount equal to 25% of the contributions made by participants towards the purchase of Common Shares pursuant to the ESPP, subject to certain conditions (the "Corporate Contribution Amount"). Employees under the ESPP receive at least the number of shares that such employees would have received had the Corporation contributed on the date of the employee's contribution. As such, if the Market Price of the Common Shares on the date of the Corporation's contribution is higher than on the date the participant contributed, the Corporation will contribute such amount that is sufficient to purchase 25% of the number of Common Shares purchased by the participant during the relevant contribution period. Conversely, if the Market Price of the Common Shares on the date of the Corporation's contribution is lower than on the date the participant contributed, the Corporation will contribute such amount that is 25% of the amount that was contributed for the relevant contribution period by the participant. Insiders of the Corporation may not purchase Common Shares under the ESPP, in excess of an amount which, when combined with all of the Corporation's other share compensation arrangements, could result in, at any time (a) the issuance to insiders, within a one-year period, of a number of Common Shares exceeding 10% of the issued and outstanding Common Shares; or (b) the issuance to any one insider and such insider's associates, within a one-year period, of a number of Common Shares exceeding 5% of the issued and outstanding Common Shares. In addition, the maximum number of Common Shares issuable to insiders at any time under the ESPP and any other share compensation arrangements shall be 10% of the outstanding Common Shares of the Corporation. The ESPP limits the yearly participation amount to 10% of the employee's annual income. For non-independent members of the Board, the yearly participation amount cannot exceed $10,000. Rights under the ESPP are non-assignable. In the event that a participant, while remaining an employee, is no longer being paid by the Corporation due to an authorized period of absence, the contributions of such participant will be suspended until the participant resumes employment with the Corporation. In the event of the death or termination of employment of a participant and in the event a participant ceases to be a participant, participation in the ESPP will automatically terminate and the plan administrator will, unless otherwise instructed, remit to the estate of the deceased participant, to the participant or to the former participant, as the case may be, a certificate representing the number of whole Common Shares standing to the credit of such participant or former participant.

The Board may amend or modify the ESPP at any time without the consent of the participants, provided, however, that such amendment shall (a) subject to certain exceptions, not adversely alter or impair any ESPP Common Shares; (b) be subject to any regulatory approvals including, where required, the approval of the TSX; and (c) be subject to shareholder approval, where required by law or the requirements of the TSX, provided 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) amendments of a "housekeeping" nature, such as those of a typographical, clerical or grammatical nature; (ii) the addition of a form of financial assistance and any amendment to a financial assistance provision which is adopted; and (iii) a change to the eligible participants of the ESPP. Any suspension, termination, material amendment or material modification to the ESPP (including an increase in the maximum number of Common Shares issuable under the ESPP) or a reduction in the Market Price of a Common Share (other than for standard anti-dilution purposes), shall be approved by the holders of a majority of the Common Shares present and voting in person or by proxy at a meeting of shareholders of the Corporation. In addition to the foregoing, any material amendment to an entitlement granted under the ESPP to an insider or an associate of an insider, including a change in the Market Price, shall be approved by a majority of votes cast at a meeting of shareholders, other than votes attaching to shares beneficially owned by participants or former participants.

In the event that an amendment is made, other than on a non-isolated basis, to an entitlement under the ESPP granted to a non-insider, the approval of a majority of votes cast at a meeting of shareholders shall be obtained only if required by the TSX.

EQUITY COMPENSATION PLAN INFORMATION

Omnibus Equity Plan and Option Plan

The following table provides the number of securities to be issued upon the exercise of stock options under the Option Plan or Omnibus Equity Plan and the vesting of RSUs, PSUs and DSUs under the Omnibus Equity Plan. The Corporation does not have an equity compensation plan that has not been approved by security holders.

Plan Category		Number of Common Shares to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (3)	Number of Common Shares Remaining available for Future Issuance under the Omnibus Equity Plan (excluding securities reflected in the first column)
Equity compensation plans approved by securityholders	Option Plan SO	1,833,419	8.08	N/A^{1}
	Omnibus Equity Plan SO	3,408,158	5.33	3,008,604
	RSU	332,684	5.52
	PSU	1,079,651	5.65
	DSU	256,718	5.47
Equity compensation plans not approved by securityholders		—	—	—
Total		6,910,630	6.12	3,008,604

(1) The Option Plan for directors, employees and consultants approved by the shareholders in 2017 was frozen and no further grants or awards could be made under such plan. For more details, refer to the "Securities Authorized for Issuances Under Equity Compensation Plans" section.

As at December 31, 2025, 5,241,577 options, 332,684 RSUs, 1,079,651 PSUs and 256,718 DSUs were outstanding under the Omnibus Equity Plan and the Option Plan that was in place prior to the adoption of the Omnibus Equity Plan, representing 6.97% of the issued and outstanding Common Shares. As of December 31, 2025, 3,008,604 options and share units remained available for grant under the Omnibus Equity Plan, representing 3.03% of the issued and outstanding Common Shares.

The following table summarizes the burn rate (being the number of stock options, RSUs, PSUs and DSUs granted under the Omnibus Equity Plan or Option Plan during the applicable fiscal year divided by the weighted average number of Common Shares outstanding for the applicable fiscal year) in respect of the Omnibus Equity Plan or Option Plan for the past three years:

Fiscal Year	Burn Rate
2023	0.8%
2024	2.5%
2025	1.5%

ESPP

The following table provides the number of Common Shares issued and available for future issuances under the ESPP as at December 31, 2025. The Corporation does not have an ESPP that has not been approved by securityholders.

Plan Category	Number of Common Shares Issued Pursuant to the ESPP	Weighted-average Exercise Issue Price of Common Shares Issued Pursuant to the ESPP	Number of Common Shares Remaining Available for Future Issuance under the ESPP (excluding securities reflected in the first column)
ESPP compensation plan approved by securityholders	574,690	6.00	417,233
ESPP compensation plans not approved by securityholders	—	—	—
Total	574,690	6.00	417,233

CORPORATE GOVERNANCE

The Board and executive officers of the Corporation regard good corporate governance practices as being of the highest importance. The Board and executive officers are therefore committed to maintaining a high standard of corporate governance and compliance with the corporate governance guidelines of the Canadian Securities Administrators.

The Board oversees significant corporate actions and, partnering with executive officers, makes decisions relating to, among other things, strategic planning, strategic objectives, capital allocation, talent management and development, succession planning, organic growth and growth through acquisition, financial reporting, the development of policies and systems, the management of enterprise risk, the control environment, and development of the Corporation's brand.

The Mandate of the Board is attached as Schedule "A" to this Information Circular and the Charter of the Board is available on the Corporation's website at www.knighttx.com. In addition, the following sets forth certain information regarding the committees of the Board. The Board has established an Audit Committee and the CCGNC.

COMMITTEE MEMBERSHIP

Name	Independent(1)	Board of Directors	Audit Committee	CCGNC
Jonathan Ross Goodman		Executive Chairman
James C. Gale	X	Lead Director	X
Samira Sakhia		X
Robert N. Lande	X	X	Chair	X
Michael Tremblay	X	X		Chair
Nicolás Sujoy	X	X	X	X
Janice Murray	X	X	X	X

(1) $71.4\%$ of the Directors are independent. Refer to "Board Composition and Independence" below for additional information.

AUDIT COMMITTEE

The Board established the Audit Committee. The Audit Committee is presently comprised of four independent Directors. The Chair of the Audit Committee is Robert N. Lande and the other three members are James C. Gale, Janice Murray and Nicolas Sujoy. All Audit Committee members have relevant accounting and related financial management expertise.

The Audit Committee met four times with respect to the 2025 fiscal year. The primary responsibilities of the Audit Committee are to review and monitor the Corporation's accounting policies and financial controls, its financial statement presentation, the Corporation's ongoing financial disclosure and the Corporation's principal business risks as well as the Corporation's processes for identifying and managing data, cyber and other information technology risks and processes for development of data security programs and practices. The members of the Audit Committee confer with Ernst & Young LLP, the Corporation's external auditors, as they believe is appropriate in the course of a given year. For more information regarding the Audit Committee and its Charter, please refer to the Corporation's Annual Information Form for the fiscal year ended December 31, 2025.

COMPENSATION, CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The Board established the CCGNC. The CCGNC is presently comprised of four independent Directors. The chair of the CCGNC is Michael J. Tremblay and the other three members are Robert N. Lande, Nicolás Sujoy and Janice Murray. The principal functions of the CCGNC are as follows:

(1) to address matters of corporate governance and to review and approve the compensation of the senior management of the Corporation, to review management's development of the compensation philosophy and then to independently monitor the Corporation's compensation systems and practices to ensure they encourage and reward behavior which supports the achievement of the Corporation's strategic goals. The CCGNC's role is also to make recommendations to the Board as to which directors and full-time employees should be granted share-based awards and stock options pursuant to the Omnibus Plan; and

(2) to evaluate the size of the Board; identify the skill sets currently available and skill sets that may be required; assess the performance of the Board, its committees and the contributions of individual directors, taking into consideration knowledge, experience and personal attributes (e.g., professional experience, skills, background, race and gender); and, without disproportionately weighting any single attribute, recommend to the Board the director nominees to be put before the shareholders at the annual meetings.

For the fiscal year ended December 31, 2025, the CCGNC met five times.

BOARD COMPOSITION AND INDEPENDENCE

All of the Directors currently on the Board are being nominated for re-election at the Meeting.

The Board has reviewed the independence of each Director as defined in NI 58-101 – Disclosure of Corporate Governance Practices. A Director who is independent has no direct or indirect material relationship with the Corporation, including a relationship which in the view of the Board could reasonably interfere with the Director's exercise of independent judgment. After having reviewed the role and relationships of each Director, the Board has determined that the majority of the current Directors (five out of seven) are independent, namely James C. Gale, Robert N. Lande, Michael J. Tremblay, Nicolás Sujoy and Janice Murray.

The Board has determined, after reviewing the role and relationships of each Director, that the following Directors nominated by management for election at the Meeting are not independent, namely:

Jonathan Ross Goodman, Executive Chairman of the Board, on the basis that he owns more than 10% of the Corporation's Common Shares.
Samira Sakhia, President and CEO of the Corporation, on the basis that she is an executive officer of the Corporation.

The Board is of the view that appropriate structures and procedures are in place to ensure that it can function independently of the management. Independent Directors have the ability to meet in the absence of members of management to the extent they deem appropriate. During fiscal 2025, the independent Directors met four times in the absence of members of management, on a formal basis.

The Corporation has taken steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management of the Corporation. Since the Chair of the Board, Mr. Goodman, is an executive officer of the Corporation, Mr. Gale, has been appointed to act as Lead Director and to provide independent leadership to the Board. Both the Corporation's Audit Committee and the CCGNC are comprised entirely of independent Directors. Mr. Gale's key responsibilities include providing leadership to ensure that the Board functions independently of management of the Corporation and other non-independent directors, working with the Chair to ensure that the appropriate committee structure is in place and assisting the CCGNC in making recommendations for appointment to such committees, suggesting items of importance for consideration on the

agenda for each meeting of the Board, in the absence of the Chair, chairing Board meetings, including stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual directors and confirming that clarity regarding decision-making is reached and accurately recorded, chairing each Board meeting at which only non-management directors are present, and providing recommendations and advice to the CCGNC on candidates for nomination or appointment to the Board.

In addition, the Board has determined that the majority of the Directors nominated by management for election to the Board are independent, namely James C. Gale, Robert N. Lande, Michael J. Tremblay, Nicolás Sujoy and Janice Murray.

DIRECTOR TERM LIMITS AND RENEWAL

The Corporation has not adopted term limits for its Directors or other mechanisms of Board renewal. The Corporation is aware of the positive impacts of bringing new perspectives to the Board, and therefore does occasionally add new members, however, the Corporation has not adopted term limits as it values continuity on the Board and the in-depth knowledge of the Corporation held by those members who have a long-standing relationship with the Corporation. Additionally, the Board feels that its formal assessment process is effective in ensuring that Directors continue to add value and remain strong contributors to the Corporation.

ATTENDANCE

The attendance record of each Director for the Board meetings held via teleconference or in person during fiscal 2025 is as follows:

Director	Director Meetings Attended		Audit Committee Meetings Attended		CCGNC Committee Meetings Attended		Total Attendance
	#	%	#	%	#	%	#	%
Jonathan Ross Goodman	6 of 6	100%	N/A	N/A	N/A	N/A	6 of 6	100%
James C. Gale	6 of 6	100%	4 of 4	100%	N/A	N/A	10 of 10	100%
Samira Sakhia	6 of 6	100%	N/A	N/A	N/A	N/A	6 of 6	100%
Robert N. Lande	6 of 6	100%	4 of 4	100%	5 of 5	100%	15 of 15	100%
Michael Tremblay	6 of 6	100%	N/A	N/A	5 of 5	100%	11 of 11	100%
Nicolás Sujoy	6 of 6	100%	3 of 4	75%	5 of 5	100%	14 of 15	93%
Janice Murray	6 of 6	100%	4 of 4	100%	4 of 5	80%	14 of 15	93%

SELECTION, ORIENTATION AND CONTINUING EDUCATION

Nominees for the Board are selected based on their experience in business management and corporate governance, with particular emphasis on potential nominees who have special expertise in an area of strategic interest to the Corporation. New Directors are oriented to the business and affairs of the Corporation as well as to the role of the Board, its committees and its Directors, through discussions with management and other Directors. Additionally, periodic presentations from management are scheduled to provide opportunities to learn about the Corporation's policies, corporate and organizational structure, mandates and composition of the Board and its committees, and the nature and operations of the Corporation's business. In addition, at each quarterly Board meeting, Directors have the opportunity to hear presentations by management on various topics concerning the Corporation's operations.

The CCGNC is responsible for administering the continuing education of the Board and committee members to improve their skills and abilities, ensuring Directors understand their roles, responsibilities and duties, and are knowledgeable about the Corporation's operations. Board and committee members are reminded of their responsibility to keep themselves current with industry trends and developments. The CCGNC, in collaboration with management, advises the Board and committee members of all major corporate and financial developments, legal and regulatory requirements, including briefing the Board on information security matters (including cybersecurity and technological risks), as well as industry, economic, political and ESG trends, through regular Board presentations.

During 2025, all Directors were in attendance during these presentations and updates.

NOMINATION OF DIRECTORS

The CCGNC objectively considers the independence of candidates, their financial acumen, competencies in the pharmaceutical industry and in Latin America, other skills and the time which candidates have available to devote to the duties of the Board when making its recommendations for nomination to the Board. Each member of the CCGNC is "independent" within the meaning of NI 58-101.

The principal duties of the nominating function of the CCGNC include evaluating the size of the Board, identifying the skill sets currently available and the skill sets that may be required, assessing the performance of the Board, its committees and committee chairs, and the contributions of individual Directors on an annual basis, and recommending to the Board the nominees to be put forward for election as Directors before the shareholders at the annual meetings of the Corporation. The CCGNC is responsible for identifying qualified new candidates to join the Board.

ELECTION OF CHAIR

The Board elects from its ranks a Chair to preside at all meetings of the Board. Mr. Goodman was appointed as Executive Chairman of the Board effective September 1, 2021. Mr. Goodman previously served as Chief Executive Officer of the Corporation until August 31, 2021.

CEO OBJECTIVES

Each year, with the active participation of the CEO, the CCGNC sets detailed performance objectives for the CEO that outline the strategic, business and leadership development initiatives to be undertaken in the coming year. The CCGNC also sets the deliverables and metrics for the CEO that must be met in the coming year to directly measure compensation under the various incentive plans. On an annual basis, the CEO reports to the CCGNC on performance achieved against previously set objectives.

DIVERSITY

Board

Corporations governed by the CBCA with publicly traded securities, such as the Corporation, are required to provide shareholders with information on the corporation's policies and practices related to diversity on the board of directors and within senior management and the number and percentage of members of the board and of senior management who are women, Indigenous peoples (First Nations, Inuit and Métis) ("Indigenous peoples"), members of visible minorities and persons with disabilities.

Knight's Board recognizes that diversity and increased visibility of women, as well as other minorities, including Indigenous peoples, members of visible minorities and persons with disabilities, on the Board and at the senior level of the Corporation enrich the decision-making process and are important to the Corporation's good governance. On December 5, 2018, the Board formally adopted a written diversity policy. The Board believes that a board made up of highly qualified directors from diverse backgrounds and a range of perspectives and who reflect the changing population demographics of the markets in which the Corporation operates, the talent available with the required expertise, and the Corporation's evolving customer and employee base, promotes better corporate governance. To support this, the CCGNC, when identifying candidates to recommend for appointment/election to the Board: (i) considers only candidates who are highly qualified based on their experience, functional expertise, and personal skills and qualities; (ii) considers diversity criteria, including gender, age, ethnicity (including Indigenous peoples and members of visible minorities), geographic background and disabilities; and (iii) conducts searches for candidates that meet the Board's skills and diversity criteria to help achieve its diversity aspirations. As part of its diversity policy, the Board aspires towards a board composition in which each gender comprises at least thirty percent of the directors, and visible minorities, indigenous people, persons with a disability and/or LGBTQ+ persons comprises at least two directors.

With the above diversity and other goals in mind, when the Board and CEO recommend candidates for Board positions, the decisions are based on merit. The Corporation remains committed to selecting the best person to fulfill these roles, considering factors such as qualifications, personal attributes, business background and experience.

As of the date of this Information Circular, two out of seven members of the Board are women (29%), none are Indigenous peoples (0%), one out of seven is a member of visible minorities (14%) and one out of seven is a person with disabilities (14%). Should all Director nominees be elected at the Meeting, the representation on the Board will remain the same. In line with the Knight's commitment to achieve gender diversity on the Board, of at least

30%, the CCGNC approved a plan to achieve target diversity on the Board within the next two years by adding an additional woman as a Board member.

Management

When the Board and the CEO recommend candidates for executive officer positions, the decisions are based on merit. The Corporation remains committed to selecting the best person to fulfill these roles, considering factors such as qualifications, personal attributes, business background and experience.

The Board also believes that diversity is important to ensure that profiles of executives provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and management. The diversity factors that the Board considers include but are not limited to gender, race (including Indigenous peoples and members of visible minorities¹), ethnicity, sexual identity, age, cultural background, religion and disabilities.

To encourage diversity in leadership, Knight actively considers diversity, including the representation of women, Indigenous peoples, members of visible minorities and persons with disabilities, when identifying qualified candidates for leadership opportunities. This commitment is reflected in our practices, including a long history of representation of women, members of visible minorities and persons with disabilities on our executive leadership team.

Position	Total	Female	Visible Minority	Persons with Disabilities
Executive Chairman	1	—	—	1
Executive Officers	3	2	2	—
Global Vice Presidents	5	3	—	—
Commercial Leadership	4	3	—	—
Global Directors	14	7	2	—
Total	27	15	4	1
% of Total		56%	15%	4%

(1) As at March 18, 2026.

In light of this active and demonstrated commitment and the integration of diversity considerations into our existing practices, Knight has not adopted a formal diversity target for determining executive officer appointments but aspires to maintain a composition in which each gender comprises at least thirty percent of the executives and senior leadership. In March 2026, for the fifth consecutive year, Knight was recognized on The Globe and Mail's Report on Business magazine's "Women Lead Here" list. This annual editorial benchmark identifies top-notch Canadian businesses with the highest executive gender diversity. In addition, in March 2026, Knight was recognized on The Globe and Mail's Report on Canada's Top Growing Women-Led Companies, which highlights Canadian women-led businesses.

Employees

Knight employees are evaluated on their demonstration of our core values and behaviors on an ongoing basis and as part of the annual performance review. The Corporation offers ongoing training programs, language learning and benefits that help drive leadership, personal and professional development.

Knight's employees are made up of people from a wide variety of backgrounds, not only because it is the right thing to do, but because diversity builds a stronger foundation. Knight's core values include diversity and inclusion, and recruitment is based on talent and suitability for the job regardless of race, colour, religion, gender, disability, age or other protected characteristics. The Corporation values promoting from within and strives to enable our employees to develop their full potential by offering employees expanded roles and responsibilities. The Corporation strives to offer employment opportunities to marginalized and less fortunate communities. For example, in Argentina, Knight works directly with organizations to provide jobs to young underprivileged job seekers and offers internship positions to young first-time job seekers.

¹ A person in a visible minority group is someone (other than an Aboriginal person as defined above) who is non-white in color/race, regardless of place of birth.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board has adopted a written code of conduct and ethics for the Directors, officers and employees. A person or company may obtain a copy of the code under the Corporation's profile on SEDAR+ at www.sedarplus.ca. The Board satisfies itself regarding compliance with its code by requiring that all officers have a special duty to uphold the Corporation's reputation for integrity, honesty and ethical conduct by setting an example of compliance and by creating a work environment that encourages ethical behavior.

The Code of Business Conduct and Ethics (the "Code") has been designed to define the high ethical and legal standards expected of the Corporation's personnel. The Code addresses topics such as conflicts of interests, insider trading, confidential information, discrimination and harassment, health and safety, gifts and entertainment, anti-corruption and anti-bribery, and diversity and inclusion.

To ensure compliance, management requires a formal review and acknowledgment of the Code by each Director, officer and employee, at the beginning of their employment and annually thereafter. Management monitors compliance with the Code and all breaches are reported to the Board and its committees. The Board and its committees are also responsible for reviewing investigations and any resolutions of complaints received under the Code.

No material change reports have been filed since January 1, 2020 that pertain to any conduct of a Director or executive officer that constitutes a departure from the Code.

A member of management is not permitted to negotiate transactions where they may have a material interest, either actual or perceived. In addition, Board members must declare if they have a conflict of interest when considering transactions and agreements. Should a Board member have a conflict, actual or perceived, they may not vote on the transaction or agreement presented.

The promotion of a culture of integrity is part of the Board mandate. The Board requires that all officers have a special duty to uphold the Corporation's reputation for integrity, honesty and ethical conduct by setting an example of compliance and by creating a work environment that encourages ethical behavior. Furthermore, one of the principal duties of the CEO in the position's description is to "promote a corporate culture that fosters ethical practices and encourages individual integrity".

The Board has adopted whistleblower procedures that allow employees to raise concerns regarding accounting, internal accounting controls or auditing matters on a confidential and anonymous basis. The complaints are forwarded directly to the Chair of the Audit Committee.

SUPPLY CHAIN INTEGRITY AND HUMAN RIGHTS

The Corporation is committed to conducting its business responsibly and in compliance with applicable laws and ethical standards. As part of this commitment, the Corporation maintains policies and procedures that address business conduct, ethical sourcing, and respect for human rights across its operations and supply chain, including measures designed to prevent and reduce the risk of forced labour and child labour.

The Corporation files an annual report pursuant to the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada). This report describes the Corporation's structure, supply chain due diligence processes, risk assessment and remediation measures, training initiatives, and related governance practices. The report is publicly available on the Corporation's website.

CORPORATE SOCIAL RESPONSIBILITY

Knight's management team endeavors to foster an environment of responsibility to the community. Supporting our communities on an ongoing basis has always been a Knight commitment. We believe these shared efforts support the greater sense of purpose that many of our employees seek.

Fundraising

Since its founding, employees and management of Knight have participated in the annual Centraide (United Way) campaign with consistently high rates of employee participation. Other examples include annual fundraising and corporate fundraising programs such as the Terry Fox Run.

Volunteering

Knight's management promotes social activities, as reflected in our contributions to the communities we interact with and regions where we operate. We remain committed to going beyond one-off assistance, seeking to promote a lasting and motivating impact in the communities where we operate.

The Corporation has organized several regional volunteer days across multiple countries to provide much-needed support to local community organizations in the form of both time and donations, including:

Country	Event	Description
Canada	MultiCaf	Provided food aid and created social connections for vulnerable people in an underprivileged area
	Toy Tea Initiative	Packed toys as holiday gifts for children of women who faced domestic abuse
	Terry Fox Run	Raised funding for cancer research in memory of Canadian cancer activist Terry Fox
	Défi Simon	Raised public awareness on epilepsy through a 60 km bike ride
Argentina	Fundación Fuera del Sistema	Distributed food and hygiene items to the homeless in Buenos Aires. Donated toys and clothing to celebrate Children's Day.
	Let's Help Those Who Help	Supported initiative through donations and volunteer hours.
Brazil	Ciranda Solidaria	Prepared and delivered school supply kits for children emphasizing the importance of learning tools.
	4th 'Um Só Sangue' Walk and Run	Raised awareness for the importance of blood donation.
	Casa André Luiz	Donated winter clothing to improve conditions for people in situations of social vulnerability.
	Recycling and Sustainability Office Initiative	Recycling activities to fund Tampinhas que Curam Association which helps children with cancer. Donated cooking oil to the Viva Mundo Association in exchange for soap for underprivileged communities in São Paulo.
Colombia	Educambio Foundation - Book Donation Campaign	Donated books to provide children with better opportunities to strengthen their education and development.
Chile	United Way - Volunteer Day	Participated in painting a mural in a kindergarten classroom at a local school.
Peru	Los Niños Mariposa	Supported the INSN National Health Institute with the donations and raised funds to invest in special support programs for the families of pediatric patients.

Product donations and compassionate programs

As a pharmaceutical company, Knight's aim is to ensure that patients have access to its drugs, and in certain cases, Knight provides its products through a compassionate care program aimed at low-income families or patients who do not have either government or adequate private coverage. For example, in Canada, through our compassionate care program, we have donated in 2025 an estimated retail value total of $5.0 million related to certain drugs such as Nerlynx®, Trelstar®, Akynzeo®, Xcopri® and Envarsus®PA. The Corporation continues to take steps to support hospitals, clinics, and health care professionals, in Canada and Latin America, with donations of certain products and other items.

OUR PEOPLE

Workforce Breakdown

As at March 18, 2026, we had 830 full-time and temporary employees worldwide. Approximately 311 employees are currently unionized, including 158 employees in Brazil, 24 of whom have global or regional responsibilities, and 153 employees in Argentina. Distribution by region and department of our employees is as follows:

Department	Global	Canada	Brazil	Argentina	Colombia	Other^{(1)}
Commercial	7	62	79	37	29	58
Scientific Affairs	26	42	31	23	18	28
Supply and Manufacturing	14	5	1	172	3	2
Administrative	95	10	23	29	21	15
Total	142	119	134	261	71	103

(1) Other includes Mexico, Chile, Peru and five other countries.

The Corporation employs several consultants and temporary employees mainly as part of the specialized or non-core activities and/or as a temporary replacements. As part of attracting and retaining talent, Knight is committed to limiting the use of non-regular employment mostly to the situations described above.

Attraction and Retention

Knight supports our employees and their families by focusing on strategies that boost productivity, motivation, and wellness in general. The majority of our employees have hybrid jobs, allowing them the flexibility to work from home several days a week. This varies on a country-by-country basis and according to local laws. In addition, the Corporation strives to provide fair compensation, appropriate working conditions, and a wide range of employee benefits which vary by country or region and can include healthcare and insurance benefits, health savings, flexible spending accounts, paid time off, and family leave.

Occupational Health and Safety Procedures and Programs

The Corporation is committed to guaranteeing safe, healthy working conditions for employees, contractors, and third parties involved in our processes and to preventing injuries, health deterioration, and emergency situations by focusing on providing safe environments and reducing risk, supported by communication and participation of all employees.

For all employees working in the Corporation's manufacturing facilities in Argentina, we have implemented a health and safety ("H&S") management system that monitors H&S KPIs aligned with international standards, including total incidents, job accidents, total recordable incident rates etc. as well as compliance with local laws and regulations. Our H&S program includes standard operating procedures for each job as well as free training modules, the content and methodology of which are designed for the needs and particularities of each activity and job type. The Corporation passed an audit of the local Argentina regulator in 2022 with no major observations.

ENSURING PATIENT HEALTH AND SAFETY

Falsified¹ medicines and anti-counterfeiting measures

Falsified medicines are a growing global problem and preventing and discouraging counterfeiting and falsified medicines is a shared responsibility that involves the whole society, including relevant government agencies, pharmaceutical industries, wholesalers, distributors, pharmacies, health professionals and patients. Knight's priority is to protect patient health and safety through authentication and reporting of falsified medicines to local health authorities. The Corporation has a few anti-counterfeiting measures, some of which are specific to certain countries or regions, including:

Cooperation with authorities: procedures in place to report counterfeit products to local health authorities.
Specific safety features: use of tamper-evident packaging for products that have a greater risk of counterfeit.
Supply chain control: traceability of our products to prevent the entry of falsified medicines into the market.

The Corporation is committed to increasing focus in this area and therefore enhancing our ability to make a long-term impact on patient safety through various education campaigns. The Corporation is committed to cooperating with relevant government agencies, other pharmaceutical manufacturers, wholesalers, distributors, health professionals, consumer groups and key related organizations in fighting the problem of counterfeit pharmaceutical products.

ENVIRONMENTAL MATTERS

The pharmaceutical market is heavily regulated in each of the territories in which the Corporation operates, including the manufacturing, use and disposal of materials used in the production and final product. Through its Latin American subsidiaries, Knight operates three manufacturing facilities and a research and development facility and certain of these facilities also operate laboratories in Argentina as well as a laboratory in Brazil. The facilities in Argentina and Brazil are subject to a variety of environmental, health, and safety laws and regulations at the federal, state or provincial, and municipal levels. These laws and regulations govern, among other things, air emissions, wastewater discharges, the use, handling, and disposal of hazardous substances and wastes, soil and groundwater contamination, and employee health and safety. The Corporation's manufacturing facilities use, in varying degrees, hazardous substances in their processes. Knight ensures compliance with all national, provincial and municipal environmental regulations, and applies good environmental practices, including waste management, spill and water control, maintenance of effluent plants and others, as well as measures to ensure the health and safety of our employees. However, in the event of the discovery of previously unknown contamination at these facilities, Knight may be required to take additional, unplanned remedial measures and may be subject to fines, closures or suspensions.

INFORMATION, CYBERSECURITY, ARTIFICIAL INTELLIGENCE AND ADVANCED TECHNOLOGY GOVERNANCE

The Corporation has not experienced any material information security breaches within the last four years. The Corporation recognizes that emerging technologies, including artificial intelligence ("AI"), present both opportunities and risks. The Audit Committee oversees the Corporation's approach to AI governance, including ethical use, data privacy, cybersecurity, and regulatory compliance. Management has implemented controls to mitigate risks associated with AI, such as unauthorized data access, bias, and intellectual property protection. The Corporation's AI initiatives are guided by principles of transparency, accountability, and security, and are integrated into our broader risk management and cybersecurity frameworks. The Audit Committee receives regular updates on AI-related developments, risk assessments, and compliance measures to ensure responsible adoption and alignment with stakeholder expectations.

¹ According to the World Health Organization, "the definition of falsified" medical products are: those "that deliberately or fraudulently misrepresent their identity, composition or source."

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Cease Trade Orders

To the knowledge of the Directors and officers of the Corporation, none of the Directors or executive officers is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company that (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. For purpose of the foregoing, an "order" means (i) a cease trade order, (ii) an order similar to a cease trade order, or (iii) an order that denied the relevant company access to any exemption under securities legislation.

Bankruptcies

Except as described below, to the knowledge of the Directors and officers of the Corporation, none of the Directors or executive officers of the Corporation i) is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company 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 ii) has, within the 10 years before the date of this Information 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 its assets.

Prior to his current position as President of Stratos Global International LLC, Mr. Lande served as Chief Financial Officer of Global Brokerage Inc. ("GLBR"), a shareholder of Stratos. On December 11, 2017, GLBR filed a Prepackaged Chapter 11 Plan of Reorganization (the "GLBR Plan") pursuant to the terms of a Restructuring Support Agreement (the "RSA") signed with approximately 70% by value of the bondholders of a GLBR bond that was maturing in 2018. The overall purpose of the GLBR Plan was to enable GLBR to extend the maturity of the bond for five additional years. The GLBR Plan was confirmed on January 22, 2018, and GLBR emerged from bankruptcy on February 8, 2018. The overall purpose of the GLBR Plan was successful, and the new secured notes have been distributed in accordance with the GLBR Plan.

Mr. Gale served as a board member of Sancilio & Company Inc. ("Sancilio") since 2017 until 2018, pursuant to a stockholder's agreement between Signet Healthcare Partners and other shareholders of Sancilio. Within one year following his resignation from Sancilio's board of directors, Sancilio and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code.

Ms. Khouri served as a director of Antibe Therapeutics Inc. ("Antibe"), a clinical-stage biotech company developing a non-addictive opioid replacement drug candidate. Antibe, a reporting issuer listed on the TSX, initiated proceedings under the Companies' Creditors Arrangement Act (CCAA) on April 9, 2024. The Ontario Superior Court of Justice appointed a receiver and manager, without security, of the assets, undertakings and properties of Antibe, effective April 22, 2024. Ms. Khouri and one other director resigned as directors of Antibe effective April 8, 2024. All other Board Directors resigned as directors of Antibe on April 22, 2024 to allow the court-appointed receiver to assume control. Antibe shares were suspended from trading on April 9, 2024 and delisted on May 24, 2024.

Penalties or Sanctions

None of the Directors or executive officers of the Corporation was subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

OTHER INFORMATION

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Corporation has liability insurance for its directors and officers. The aggregate annual premium for that insurance is paid by the Corporation. The insurance coverage under the policies is limited to $15,000,000 in aggregate for each policy year. There is no deductible for any claim made by a director or officer under the policies.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Directors, other than as disclosed in this Information Circular, no "Informed Person" has had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction (or any proposed transaction) with the Corporation, in the past five years. "Informed Person" means: (a) a Director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an Informed Person or subsidiary of the Corporation; (c) any person or company who beneficially owns or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all Common Shares; (d) the Corporation, if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities; and (e) any associate or affiliate of any Informed Person.

OTHER BUSINESS

The management of the Corporation knows of no matters to come before the Meeting other than as set forth in the notice of Annual Meeting of the shareholders of the Corporation (the "Notice"). However, if any amendment or other business should properly be brought before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote upon any such amendment of the matters referred to in the Notice or on such other business in accordance with their best judgment.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table indicates aggregate outstanding indebtedness to the Corporation of its Directors and NEOs as at March 23, 2026:

Aggregate Indebtedness ($) (1)
Purpose	To the Corporation or its Subsidiaries	To Another Entity
Purchase of securities	150,000	—
All other indebtedness	—	—
Total	150,000	—

(1) Indebtedness does not include interest on the indebtedness which was charged at 1% per annum throughout the 2025 fiscal year.

The following table details the indebtedness to the Corporation of its Directors and NEOs with respect to the 2025 fiscal year under securities purchase programs:

Borrower's Name and Principal Position (in each case hereunder, the "Borrower")	Involvement of Corporation or Subsidiary	Security for Indebtedness	Largest Amount Outstanding During the 2025 Fiscal Year ($) (1)	Amount Outstanding as at March 23, 2026 ($) (2)(3)	Financially Assisted Securities Purchases During the 2025 Fiscal Year ($)	Amount Forgiven During the 2025 Fiscal Year ($)
Amal Khouri Chief Business Officer	Lender	Securities Purchased	375,000	150,000	—	—

(1) Indebtedness does not include interest on the indebtedness which was charged at 1% per annum throughout the 2025 fiscal year.
(2) In March 2026, Ms. Khouri advised the Corporation that she would reimburse the outstanding amount during the first half of 2026.

The indebtedness to the Corporation listed in the table above (collectively, the "Loans") arose as part of the (i) Corporation's bought deal private placement of special warrants that took place on March 19, 2014 (each special warrant entitled the holder thereof to receive an equivalent number of Common Shares), (ii) the Corporation's bought deal public offering of Common Shares that took place on May 27, 2016, and, (iii) the Corporation's bought deal public offering of Common Shares that took place on December 22, 2016.

Name	Date	Amount Borrowed ($)	Unit Price ($)	Securities Purchased (#)
Amal Khouri
Chief Business Officer	Mar. 19, 2014^{(1)}	225,000	3.50	64,286
	May 27, 2016^{(2)}	100,000	8.00	12,500
	Dec. 22, 2016^{(2)}	50,000	10.00	5,000

(1) In April 2025, Ms. Khouri reimbursed the Corporation this loan.
(2) In March 2026, Ms. Khouri advised the Corporation that she would reimburse this loan during the first half of 2026.

The Loans bear interest at 1% per annum. The CRA prescribed rate from January 1, 2025 to June 30, 2025 was 4% and from July 1, 2025 to December 31, 2025 was 3%. The difference between Canada Revenue Agency's prescribed rate and the interest rate on the Loans in 2025 resulted in a total taxable benefit of $5,501.

The Loans must be repaid at the earlier of when (i) the Borrower sells the Common Shares held or (ii) within 90 days following the termination of the Borrowers' employment with the Corporation. Recourse against the respective Borrowers' assets, other than the underlying shares, is limited to 50% of the indebtedness, plus any unpaid interest.

TAX, RELATIONS WITH GOVERNMENTS AND INFLUENCE ON PUBLIC POLICY

Approach to tax

The Corporations recognizes its role as a responsible taxpayer to pay all applicable taxes. In addition to corporate income taxes the company pays taxes to national and local governments in the form of employment taxes, value-added taxes, sales taxes, excise taxes, property taxes and customs duties. The Corporation also withholds multiple taxes paid by our employees and remit them to the government. The day-to-day management of tax is performed by the Corporation's global corporate tax department reporting to the CFO. The effective oversight of the tax function is maintained by quarterly tax presentation to the Audit Committee. The Corporation engages in tax planning that is aligned with our commercial business activities, laws and regulations. Knight is committed to the arm's length standard in transfer pricing and Organization for Economic Co-operation and Development (OECD) guidelines for international tax matters. Knight has a zero-tolerance approach to tax evasion and the facilitation of tax evasion. Where tax uncertainty exists, the Corporation seeks clarification from our external advisors and/or governmental authorities. The Corporation monitors proposals and changes to tax regulations in the countries where we operate to assess the impact on our business and to ensure compliance.

Payments to governments and political contributions

Knight does not participate in political process and as such has not made any political contributions, including the amounts donated to specific politicians and political parties.

FRENCH VERSION OF INFORMATION CIRCULAR

A French version of this Information Circular is or will be made available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca prior to the Meeting. Une version française de la présente circulaire d’information de la direction sera disponible sous le profil de la société sur SEDAR+ à l’adresse www.sedarplus.ca avant l’assemblée.

DIRECTORS’ APPROVAL

The Board has approved the contents of this Information Circular and its sending to holders of its Common Shares.

(s) Samira Sakhia
Samira Sakhia
President and Chief Executive Officer
Director
Montréal, Québec
April 3, 2026

(s) Jonathan Ross Goodman
Jonathan Ross Goodman
Executive Chairman of the Board
Director
Montréal, Québec
April 3, 2026

ADDITIONAL INFORMATION

Additional information regarding the Corporation can be found under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

Additional financial information is provided in our Financial Statements and MD&A for the most recent completed financial year.

The foregoing documents may be obtained by contacting our Chief Executive Officer at our head office, 100 Alexis-Nihon Blvd., Suite 600, Montréal, Québec H4M 2P2, telephone: (514) 484-4483.

SCHEDULE A – MANDATE OF THE BOARD OF DIRECTORS

Board Mandate

(a) Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.

The Board has the overall responsibility for the strategic planning and general management of the business and affairs of the Corporation. In fulfilling its responsibilities, the Board is responsible for, among other things:

adoption of a strategic planning process for the Corporation;
the approval of the annual operating and capital expenditure budgets;
identification of the principal risks of the Corporation’s business and ensuring the implementation of the appropriate systems to manage these risks;
succession planning for the Corporation including appointing and monitoring senior management;
a communications policy for the Corporation; and
the approval of acquisitions, dispositions, investments and financings which exceed certain thresholds of materiality; and the integrity of the Corporation’s internal controls and management information systems.

The Board discharges its responsibilities directly and through committees of the Board which have specific areas of responsibility. In addition to these matters, management is required to seek Board approval for major transactions including those that involve strategic investments, as well as capital and operating expenditures exceeding a certain threshold of materiality. The frequency of meetings, as well as the nature of items discussed, depends upon the opportunities or risks which the Corporation faces.

Position Descriptions

(b) Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.

The Board has developed position descriptions for the chair of the Board and for the chair of each Board committee.

(c) Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO.

The Board has developed a position description for the CEO.

Other Board Committees

(d) If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The Board has no other standing committees.

AI assistant

Knight Therapeutics Inc. — Proxy Solicitation & Information Statement 2026

47189_rns_2026-04-04_d2f3957e-3471-4c88-b5fb-1bc4986f2873.pdf

TABLE OF CONTENTS

GLOSSARY OF ABBREVIATIONS

Virtual-Only Format

MANAGEMENT INFORMATION CIRCULAR

PROXY SOLICITATION AND VOTING

VOTING OF PROXIES

NON-REGISTERED SHAREHOLDERS

VOTING IN PERSON VIA WEBCAST

Registered Shareholders

Appointing another person to attend the Meeting virtually and vote your Common Shares on your behalf:

Non-Registered Shareholders

SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING

COMMON SHARES AND PRINCIPAL SHAREHOLDERS

MATTERS TO BE CONSIDERED AT THE MEETING

1. FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Majority Voting Policy

3. APPOINTMENT OF AUDITORS

Jonathan Ross Goodman

Other Public Company Directorships in Past Five years

Top Business Competencies

James C. Gale

Other Public Company Directorships in Past Five years

Top Business Competencies

Samira Sakhia

Other Public Company Directorships in Past Five years

Top Business Competencies

Robert N. Lande

Other Public Company Directorships in Past Five years

Top Business Competencies

Michael J. Tremblay

Other Public Company Directorships in Past Five years

Top Business Competencies

Nicolás Sujoy

Other Public Company Directorships in Past Five years

Top Business Competencies

Janice Murray

Other Public Company Directorships in Past Five years

Top Business Competencies

BOARD ASSESSMENT PROCESS

SKILLS AND COMPETENCIES

Annual Cash Incentives (Bonus)

Long-Term Incentives (Equity Compensation)

COMPENSATION OF DIRECTORS

DSU Grants

DIRECTOR COMPENSATION TABLE

Outstanding Option-Based Awards and Share-Based Awards

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

NAMED EXECUTIVE OFFICERS

OBJECTIVES

Objective of the Compensation Program

(1) Compensation aligns with shareholder interests

(2) Compensation enables Knight to attract, engage and retain talent

(3) Compensation rewards performance

COMPONENTS OF 2025 COMPENSATION

COMPENSATION GOVERNANCE

COMPENSATION PRACTICES & POLICIES

COMPENSATION RISK ASSESSMENT

CLAW-BACK POLICY

ANTI-HEDGING POLICY

MANAGEMENT COMMON SHARE OWNERSHIP GUIDELINES

COMPARATOR GROUP

TARGET TOTAL DIRECT COMPENSATION MIX

TARGET TOTAL COMPENSATION POSITION RELATIVE TO THE COMPARATOR GROUP

BASE SALARY

ANNUAL CASH INCENTIVE: BONUS

Bonus Measures: Corporate Scorecard

RETIREMENT SAVINGS AND EMPLOYEE AND DIRECTOR SHARE PURCHASE PLAN

ESPP and Employee Retirement Plan Matching

Samira Sakhia

Arvind Utchanah

Amal Khouri

Susan Emblem

INCENTIVE-PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

OPTION PLAN

OMNIBUS EQUITY INCENTIVE PLAN

Knight Therapeutics Inc. Proxy Solicitation & Information Statement 2026